FWP 1 d482101dfwp.htm OFFERINGS BROCHURE FOR TPI FEBRUARY 2013 Offerings Brochure for TPI February 2013
Table of Contents

Filed pursuant to Rule 433

Registration No. 333-172562

 

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Table of Contents

 

2

 

 

 

CitiFirst Offerings Brochure  |  February 2013

 

  

 

Table of Contents

 

Introduction to CitiFirst Investments

  3

CitiFirst Protection Investments

 

Callable Leveraged CMS Spread Notes

  4

Callable 3-Month U.S. Dollar LIBOR and Russell 2000® Index Linked Range Accrual Notes

  5

Callable 3-Month U.S. Dollar LIBOR and S&P 500® Index Linked Range Accrual Notes

  7

Callable Fixed Rate Notes

  9

CLP Denominated / USD Payable Coupon Notes

  11

CitiFirst Performance Investments

 

Callable Barrier Range Accrual Notes Linked to the Russell 2000 ® Index

  13

Buffered Digital Plus Securities Based on the S&P 500® Index

  15

General Overview of Investments

  17

Important Information for the Monthly Offerings

  18

Overview of Key Benefits and Risks of Investments

  19

Additional Considerations

  20

 

For all offerings documented herein (other than the Market-Linked Certificates of Deposit):

 

       Investment Products          Not FDIC Insured          May Lose Value         No Bank Guarantee     


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CitiFirst Offerings Brochure  |  February 2013

 

   3

 

Introduction to CitiFirst Investments

CitiFirst is the brand name for Citi’s offering of investments including notes, deposits, certificates and OTC strategies. Tailored to meet the needs of a broad range of investors, CitiFirst investments are divided into three categories based on the amount of principal due at maturity:

 

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CitiFirst Protection

Full principal amount due at maturity

 

 

Investments provide for the full principal amount to be due at maturity, subject to the credit risk of the issuer or guarantor, and are for investors who place a priority on the preservation of principal while looking for a way to potentially outperform cash or traditional fixed income investments

 

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CitiFirst Performance

Payment due at maturity may be less than the principal amount

Investments provide for a payment due at maturity that may be less than the principal amount and in some cases may be zero, and are for investors who are seeking the potential for current income and/or growth, in addition to partial or contingent downside protection

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CitiFirst Opportunity

Payment due at maturity may be zero

 

Investments provide for a payment at maturity that may be zero and are for investors who are willing to take full market risk in return for either leveraged principal appreciation at a predetermined rate or access to a unique underlying strategy

 

 

All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations.

CitiFirst operates across all asset classes meaning that underlying assets include equities, commodities, currencies, interest rates and alternative investments. When depicting a specific product, the relevant underlying asset will be shown as a symbol on the cube:

 

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For instance, if a CitiFirst Performance investment were based upon a single stock, which belongs to an equity asset class, its symbol would be shown as follows:

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Classification of investments into categories is not intended to guarantee particular results or performance. Though the potential returns on structured investments are based upon the performance of the relevant underlying asset or index, investing in a structured investment is not equivalent to investing directly in the underlying asset or index.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Callable Leveraged CMS

Spread Notes

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Indicative Terms*

 

Issuer:

   Citigroup Inc.

Notes:

   Callable Leveraged CMS Spread Notes Due February     , 2028

Issue Price:

   $1,000 per Note

Pricing Date:

   February     , 2013 (expected to be February 22, 2013)

Maturity Date:

   February     , 2028 (expected to be February 27, 2028)

Interest Rate:

   Unless earlier redeemed by us, from and including February     , 2014 (expected to be February 27, 2014) to but excluding the maturity date, the notes will bear interest during each quarterly interest period at the per annum rate determined on the second business day prior to the beginning of such quarterly interest period equal to the greater of (i) 4 times the modified CMS Spread, subject to a maximum interest rate of 8.00% per annum for any interest period, and (ii) the minimum interest rate of 0%.

Interest Payment Dates:

   Interest on the notes, if any, is payable quarterly on the day (expected to be the 27th day) of each February, May, August and November, beginning on May     , 2013 (expected to be May 27, 2013) and ending on the maturity date or the date when the notes are called.

Modified CMS Spread:

   Equal to the CMS Spread minus 0.50%, and the CMS Spread will be equal to the 30- year Constant Maturity Swap Rate (“CMS30”) minus the 5-year Constant Maturity Swap Rate (“CMS5”), as determined on the second business day prior to the beginning of such quarterly interest period.

Call Provision:

   We may call the notes, in whole and not in part, for mandatory redemption on any interest payment date beginning on February     , 2018 (expected to be February 27, 2018), upon not less than five business days’ notice. Following an exercise of our call right, you will receive for each note you hold an amount in cash equal to $1,000 plus any accrued and unpaid interest.

CUSIP:

   1730T0RN1

Listing:

   The Notes will not be listed on any exchange and, accordingly, may have limited or no liquidity.

Selling Concession:

   up to 3.50%

Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  ¡

 

Full principal amount due at maturity

    ¡   

A holding period of approximately 15 years

  ¡

 

Quarterly interest payments

    ¡   

The possibility of losing part or all of the principal amount invested if not held to maturity

  ¡

 

A callable long-term interest rate and equity index-linked investment

    ¡   

The complete description of the risks associated with this investment as outlined in the “Risk Factors” section of the applicable preliminary pricing supplement

        

For questions, please call your Financial Advisor

* The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

   5

 

Callable 3-Month U.S. Dollar LIBOR and Russell 2000® Index Linked Range Accrual Notes      LOGO     

Indicative Terms*

Issuer:

   Citigroup Inc.

Notes:

   Callable 3-Month U.S. Dollar LIBOR and Russell 2000® Index Linked Range Accrual Notes due February     , 2033

Issue Price:

   $1,000 minimum deposit and integral multiples of $1,000 thereafter

Issue Date:

   February     , 2013 (three business days after the pricing date)

Pricing Date:

   February     , 2013 (expected to be February 25, 2013), the date we price the notes for initial sale to the public

Maturity Date:

   Unless earlier redeemed, February     , 2033 (expected to be February 28, 2033). If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed payment.

Payment at maturity:

   $1,000 per note, plus any accrued and unpaid interest

Interest Payment:

   For each quarterly accrual period, the notes will pay a contingent coupon at an annual rate equal to (a) the relevant contingent interest rate for that accrual period multiplied by (b) the number of accrual days divided by the number of elapsed days during that accrual period.
  

The “relevant contingent interest rate” for any accrual period means:

 

  

¡    from and including February     , 2013 (expected to be February 28, 2013) to but excluding February     , 2018 (expected to be February 28, 2018), 6.00% per annum;

 

  

¡    from and including February     , 2018 (expected to be February 28, 2018) to but excluding February     , 2023 (expected to be February 28, 2023), 7.00% per annum;

 

  

¡    from and including February     , 2023 (expected to be February 28, 2023) to but excluding February     , 2028 (expected to be February 28, 2028), 8.00% per annum; and

 

  

¡    from and including February     , 2028 (expected to be February 28, 2028) to but excluding the maturity date, 9.00% per annum,

 

     During each quarterly accrual period, contingent interest will accrue on the notes only on each day during that accrual period on which both (i) the LIBOR reference rate is within the LIBOR reference rate range and (ii) the closing level of the underlying index is greater than or equal to the index reference level. If on each day for an entire accrual period either the LIBOR reference rate is outside the LIBOR reference rate range or the closing level of the underlying index is less than the index reference level, then no interest will accrue on the notes for that accrual period and you will not receive any interest payment on the related interest payment date. Additionally, if either the LIBOR reference rate is outside the LIBOR reference rate range or the closing level of the underlying index is less than the index reference level on any elapsed day during a particular accrual period, the per annum interest payable for that accrual period, if any, will be less, and possibly significantly less, than the relevant contingent interest rate for that accrual period. It is possible that the LIBOR reference rate could remain outside the LIBOR reference rate range or the closing level of the underlying index could remain below the index reference level for extended periods of time or even throughout the term of the notes so that the interest you receive will be 0.00% per annum. The interest rate is a variable rate that may be as low as 0.00% for any particular accrual period.

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Interest payment dates:   

The      day of each February, May, August and November (expected to be the 28th day), beginning May     , 2013 (expected to be May 28, 2013). If any such date is not a business day, then the interest payment to be made on that interest payment date will be made on the next succeeding business day with the same force and effect as if made on that interest payment date, and no additional interest will accrue as a result of such delayed payment.

Day Count Convention:   

The interest payment amount per note for any quarterly accrual period will equal the product of $1,000 and the per annum contingent quarterly coupon rate applicable to that quarterly accrual period divided by 4.

LIBOR reference rate:   

On any day, the level of 3-month U.S. Dollar LIBOR appearing on Reuters page “LIBOR01” at 11:00 a.m., London, England time, on such day, or if not available on such day, as set forth in the definition of “accrual day” below.

LIBOR reference rate range:   

0.00% to 6.00%, inclusive

Underlying Index:   

Russell 2000® Index

Index Reference Level:   

75% of the closing level of the underlying index on the pricing date

Accrual period:   

The period from and including February     , 2013 (expected to be February 28, 2013) to but excluding the immediately following interest payment date, and each successive period from and including an interest payment date to but excluding the next interest payment date.

Accrual day:   

An elapsed day on which both (i) the LIBOR reference rate is within the LIBOR reference rate range and (ii) the closing level of the underlying index is greater than or equal to the index reference level.

 

For the last four business days in an accrual period, the LIBOR reference rate and the closing level of the underlying index will not be observed and will be assumed to be the same as the LIBOR reference rate or the closing level of the underlying index, as applicable, on the elapsed day immediately preceding such unobserved days. If the LIBOR reference rate or the closing level of the underlying index is not available on an elapsed day for any reason (including weekends and holidays), then the LIBOR reference rate and the closing level of the underlying index for such elapsed day will be assumed to be the same as the LIBOR reference rate or the closing level of the underlying index, as applicable, on the elapsed day immediately preceding such elapsed day.

Call right:   

We may call the notes, in whole and not in part, for mandatory redemption on any quarterly interest payment date beginning on February     , 2015 (expected to be February 28, 2015) upon not less than five business days’ notice. Following an exercise of our call right, you will receive an amount in cash equal to 100% of the stated principal amount of notes you then hold on that interest payment date, plus accrued and unpaid interest, if any. If we call the notes on an interest payment date that is not a business day, your payment will be made on the next succeeding business day with the same force and effect as if made on that interest payment date, and no additional interest will accrue as a result of such delayed payment.

CUSIP:   

1730T0RJ0

Listing:   

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.

Selling Concession:   

up to 5.00%

Investor Profile

 

 

  Investor Seeks:

     

Investor Can Accept:

  ¡

 

Full principal amount due at maturity

     

¡

  

A holding period of approximately 20 years

  ¡

  Quarterly interest payments      

¡

  

The possibility of losing part or all of the principal amountinvested if not held to maturity

  ¡

  A callable long-term interest rate and equity index-linked investment      

¡

  

The complete description of the risks associated with this investment as outlined in the “Risk Factors” section of the applicable preliminary pricing supplement

          

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

   7

 

Callable 3-Month U.S. Dollar

LIBOR and S&P 500® Index

Linked Range Accrual Notes

  

 

LOGO

 

Indicative Terms*

    
Issuer:   

 

Citigroup Inc.

Notes:    Callable 3-Month U.S. Dollar LIBOR and S&P 500® Index Linked Range Accrual Notes due February     , 2033
Issue Price:    $1,000 per note
Issue Date:    February     , 2013 (three business days after the pricing date)
Pricing Date:    February     , 2013 (expected to be February 19, 2013), the date we price the notes for initial sale to the public
Maturity Date:    Unless earlier redeemed, February     , 2033 (expected to be February 22, 2033). If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed payment.
Payment at maturity:    $1,000 per note, plus any accrued and unpaid interest
Interest Payment:    For each quarterly accrual period, the notes will pay a contingent coupon at an annual rate equal to (a) the relevant contingent interest rate for that accrual period multiplied by (b) the number of accrual days divided by the number of elapsed days during that accrual period.
    

The “relevant contingent interest rate” for any accrual period means:

 

   from and including February     , 2013 (expected to be February 22, 2013) to but excluding February, 2018 (expected to be February 22, 2018), 6.00% per annum;

 

   from and including February     , 2018 (expected to be February 22, 2018) to but excluding February, 2023 (expected to be February 22, 2023), 7.00% per annum;

 

   from and including February     , 2023 (expected to be February 22, 2023) to but excluding February, 2028 (expected to be February 22, 2028), 8.00% per annum; and

 

   from and including February     , 2028 (expected to be February 22, 2028) to but excluding the maturity date, 9.00% per annum,

 

During each quarterly accrual period, contingent interest will accrue on the notes only on each day during that accrual period on which both (i) the LIBOR reference rate is within the LIBOR reference rate range and (ii) the closing level of the underlying index is greater than or equal to the index reference level. If on each day for an entire accrual period either the LIBOR reference rate is outside the LIBOR reference rate range or the closing level of the underlying index is less than the index reference level, then no interest will accrue on the notes for that accrual period and you will not receive any interest payment on the related interest payment date. Additionally, if either the LIBOR reference rate is outside the LIBOR reference rate range or the closing level of the underlying index is less than the index reference level on any elapsed day during a particular accrual period, the per annum interest payable for that accrual period, if any, will be less, and possibly significantly less, than the relevant contingent interest rate for that accrual period. It is possible that the LIBOR reference rate could remain outside the LIBOR reference rate range or the closing level of the underlying index could remain below the index reference level for extended periods of time or even throughout the term of the notes so that the interest you receive will be 0.00% per annum. The interest rate is a variable rate that may be as low as 0.00% for any particular accrual period.

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

 

Interest payment dates:

   The     day of each February, May, August and November (expected to be the 22nd day), beginning May     , 2013 (expected to be May 22, 2013). If any such date is not a business day, then the interest payment to be made on that interest payment date will be made on the next succeeding business day with the same force and effect as if made on that interest payment date, and no additional interest will accrue as a result of such delayed payment.

Day Count Convention:

  

The interest payment amount per note for any quarterly accrual period will equal the product of $1,000 and the per annum contingent quarterly coupon rate applicable to that quarterly accrual period divided by 4.

LIBOR reference rate:

   On any day, the level of 3-month U.S. Dollar LIBOR appearing on Reuters page “LIBOR01” at 11:00 a.m., London, England time, on such day, or if not available on such day, as set forth in the definition of “accrual day” below.

LIBOR reference rate range:

   0.00% to 6.00%, inclusive

Underlying Index:

   S&P 500® Index

Index Reference Level:

   75% of the closing level of the underlying index on the pricing date

Accrual period:

   The period from and including February     , 2013 (expected to be February 22, 2013) to but excluding the immediately following interest payment date, and each successive period from and including an interest payment date to but excluding the next interest payment date.

Accrual day:

  

An elapsed day on which both (i) the LIBOR reference rate is within the LIBOR reference rate range and (ii) the closing level of the underlying index is greater than or equal to the index reference level.

 

For the last four business days in an accrual period, the LIBOR reference rate and the closing level of the underlying index will not be observed and will be assumed to be the same as the LIBOR reference rate or the closing level of the underlying index, as applicable, on the elapsed day immediately preceding such unobserved days. If the LIBOR reference rate or the closing level of the underlying index is not available on an elapsed day for any reason (including weekends and holidays), then the LIBOR reference rate and the closing level of the underlying index for such elapsed day will be assumed to be the same as the LIBOR reference rate or the closing level of the underlying index, as applicable, on the elapsed day immediately preceding such elapsed day.

Call right:

   We may call the notes, in whole and not in part, for mandatory redemption on any quarterly interest payment date beginning on February     , 2015 (expected to be February 22, 2015) upon not less than five business days’ notice. Following an exercise of our call right, you will receive an amount in cash equal to 100% of the stated principal amount of notes you then hold on that interest payment date, plus accrued and unpaid interest, if any. If we call the notes on an interest payment date that is not a business day, your payment will be made on the next succeeding business day with the same force and effect as if made on that interest payment date, and no additional interest will accrue as a result of such delayed payment.

CUSIP:

   1730T0RM3

Listing:

  

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.

Selling Concession:

   up to 4.00%

Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  ¡

 

Full principal amount due at maturity

    ¡   

A holding period of approximately 20 years

  ¡

 

Quarterly interest payments

    ¡   

The possibility of losing part or all of the principal amount invested if not held to maturity

  ¡

 

A callable long-term interest rate and equity index-linked investment

    ¡   

The complete description of the risks associated with this investment as outlined in the “Risk Factors” section of the applicable preliminary pricing supplement

        

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

   9

 

Callable Fixed Rate Notes      LOGO     

Indicative Terms*

 

Issuer:

   Citigroup Inc.

Notes:

   Callable Fixed Rate Notes Due February , 2028

Issue Price:

   $1,000 per note

Pricing Date:

   February     , 2013 (expected to be February 12, 2013)

Original issue date:

   February     , 2013 (three business days after the pricing date)

Maturity Date:

   February     , 2028 (expected to be February 15, 2028)

Principal due at

   Full principal amount due at maturity

maturity:

    

Payment at maturity:

   $1,000 per note plus any accrued and unpaid interest

Interest rate per annum:

   A fixed rate equal to % (expected to be 3.50%)

Interest payment

  

period:

   Quarterly

Interest Payment Dates:

   The day of each February, May, August and November (expected to be the 15th day of each February, May, August and November), beginning on May , 2013 (expected to be May 15, 2013), provided that if any such day is not a business day, the applicable interest payment will be made on the next succeeding business day. No additional interest will accrue on that succeeding business day. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each interest payment date, which we refer to as a regular record date, except that the interest payment due at maturity or upon earlier redemption will be paid to the persons who hold the notes on the maturity date or earlier date of redemption, as applicable.

Day-count convention:

   30/360

Redemption:

  

Beginning on February , 2018 (expected to be February 15, 2018), we have the right to redeem the notes, in whole and not in part, on any redemption date and pay to you 100% of the principal amount of the notes plus accrued and unpaid interest to but excluding the date of such redemption. If we decide to redeem the notes, we will give you notice at least five business days before the redemption date specified in the notice.

 

So long as the notes are represented by global securities and are held on behalf of The Depository Trust Company (“DTC”), redemption notices and other notices will be given by delivery to DTC. If the notes are no longer represented by global securities and are not held on behalf of DTC, redemption notices and other notices will be published in a leading daily newspaper in New York City, which is expected to be The Wall Street Journal.

Redemption dates:

   February , 2018 (expected to be February 15, 2018) and each interest payment date thereafter.

CUSIP:

  

1730T0RK7

Listing:

  

The notes will not be listed on any securities exchange and, accordingly, may have limited or no liquidity.

Selling Concession:

  

up to 2.00%

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Investor Profile

 

 

  Investor Seeks:

     

Investor Can Accept:

  ¡

 

Full principal amount due at maturity

     

¡

  

A holding period of approximately 15 years

  ¡

  Quarterly interest payments      

¡

  

The possibility of losing part or all of the principal amount invested if not held to maturity

  ¡

  A callable long-term interest rate and equity index-linked investment      

¡

  

The complete description of the risks associated with this investment as outlined in the “Risk Factors” section of the applicable preliminary pricing supplement

          

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

   11

 

CLP Denominated / USD Payable

Coupon Notes

     LOGO     

Indicative Terms*

 

Issuer:

   Citigroup Inc.

Notes:

   CLP Denominated/USD Payable Coupon Notes Due February     , 2018

Issue price per note:

   CLP 1,000, payable in USD at the initial CLP/USD exchange rate

Pricing Date:

   February     , 2013 (expected to be February 15, 2013)

Issue Date:

   February     , 2013 (three business days after the pricing date)

Maturity Date:

   February     , 2018 (expected to be February 20, 2018). If the maturity date is not a business day, the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date, and no additional interest will accrue as a result of delayed payment.

Denomination currency:

   Chilean Pesos

Payment currency:

   U.S. Dollars

Payment at maturity per note:

  

CLP 1,000 plus any accrued and unpaid interest, converted into U.S. Dollars at the CLP/USD exchange rate on the final valuation date.

 

The amount of principal that is paid to you at maturity is subject to currency exchange risk and may be less, and possibly significantly less, in USD terms than your initial investment.

Interest rate:

   5.00% per annum

Interest payment per note:

  

The product of CLP 1,000 and the interest rate. This amount will be converted into U.S. Dollars at the exchange rate on the applicable valuation date.

 

The amount of each interest payment you receive is subject to currency exchange risk.

Interest Payment Dates:

   February     , 2014, February     , 2015, February     , 2016, February     , 2017 (expected to be February 20, 2014, February 20, 2015, February 20, 2016, February 20, 2017) and the maturity date. If an interest payment date falls on a day that is not a business day, the interest payment to be made on that interest payment date will be made on the next succeeding business day with the same force and effect as if made on that interest payment date, and no additional interest will accrue as a result of delayed payment.

Interest period:

   Annual

Valuation dates:

  

The fifth scheduled currency business day preceding the relevant interest payment date, subject to postponement as described under “Determination of the CLP/USD Exchange Rate” in the pricing supplement. We refer to the valuation date immediately preceding the maturity date as the final valuation date.

CLP/USD exchange rate:

   On any date, the rate for conversion of Chilean Pesos into U.S. Dollars (expressed as the amount of Chilean Pesos per one U.S. Dollar), as determined by reference to Reuters page “CLPOB” on such date and as more fully described under “Determination of the CLP/USD Exchange Rate” in the pricing supplement.

CUSIP:

   1730T0A25

Listing:

  

The notes will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in the notes unless you are willing to hold them to maturity.

Selling Concession:

   up to 2.00%

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Investor Profile

 

 

  Investor Seeks:

     

Investor Can Accept:

  ¡

 

Full principal amount due at maturity

     

  ¡

  

A holding period of approximately 5 years

  ¡

  Quarterly interest payments      

  ¡

  

The possibility of losing part or all of the principal amount invested if not held to maturity

  ¡

  A callable long-term interest rate and equity index-linked investment      

  ¡

  

The complete description of the risks associated with this investment as outlined in the “Risk Factors” section of the applicable preliminary pricing supplement

          

 

 

 

 

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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   13

 

Callable Barrier Range Accrual Notes Linked to the Russell 2000® Index   

 

LOGO

 

Indicative Terms*

    
Issuer:    Citigroup Inc.
Notes:    Callable Barrier Range Accrual Notes Linked to the Russell 2000® Index due February , 2023
Underlying index:    Russell 2000® Index
Issue Price:    $1,000 per note
Pricing Date:    February     , 2013 (expected to be February 22, 2013), the date we price the notes for initial sale to the public.
Issue Date:    January     , 2013 (three business days after the pricing date).
Final Valuation Date:    February 22, 2023
Maturity Date:    Unless earlier redeemed, February     , 2023 (expected to be February 27, 2023). If the maturity date is not a business day, then the payment required to be made on the maturity date will be made on the next succeeding business day with the same force and effect as if it had been made on the maturity date. No additional interest will accrue as a result of delayed payment.
Redemption:    We may redeem the notes, in whole and not in part, quarterly on any interest payment date on or after February     , 2015 (expected to be February 26, 2015) for cash equal to 100% of the stated principal amount of the notes, plus accrued and unpaid interest to but excluding the date of such redemption, if any. If we decide to redeem the notes prior to maturity, we will give you notice at least five business days before the redemption date specified in the notice.
Payment at maturity per note:   

In addition to the final interest payment, if any:

 

¡  If the final index level is greater than the final barrier level:

 

$1,000

 

¡  If the final index level is less than or equal to the final barrier level:

 

$1,000 × the index performance factor

 

If the final index level is less than or equal to the barrier level, this amount will be less than or equal to $700 per note and possibly zero. There is no minimum payment at maturity on the notes.

Final index level:    The closing level of the underlying index on the final valuation date.
Initial index level:        , the closing level of the underlying index on the pricing date.
Final barrier level:        , 70% of the initial index level
Index performance factor:   

A fraction equal to the final index level divided by the initial index level. Because the index

performance factor will only be calculated if the final index level is less than or equal to the barrier level, the index performance factor will be less than or equal to 70%.

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Contingent quarterly coupon:

   For each accrual period, 8.00% per annum × (the number of accrual days / the number of elapsed days during that accrual period)
   If on each index business day during an entire accrual period the closing level of the underlying index is less than or equal to the barrier level, then the contingent quarterly coupon will be zero, and you will not receive any interest payment on the related interest payment date. If on any index business day during a particular accrual period the closing level of the underlying index is less than or equal to the barrier level, the contingent quarterly coupon for that accrual period, if any, will be less, and possibly significantly less, than 8.00% per annum.
   It is possible that the closing level of the underlying index could remain at or below the barrier level for extended periods of time or even throughout the term of the notes so that you will not receive any interest during the term of the notes.
    

The contingent quarterly coupon is variable and may be as low as 0.00% or as high as 8.00% per annum for any particular accrual period.

Accrual barrier level:

          , 75% of the initial index level

Interest payment amounts:

   The interest payment amount per note for any quarterly accrual period will equal the product of $1,000 and the per annum contingent quarterly coupon applicable to that quarterly accrual period divided by 4.

Interest payment dates:

   The third business day following each valuation date, except that the final interest payment date will be the maturity date.

Valuation dates:

   The (expected to be the 22nd) of each February, May, August and November, beginning May      , 2013 (expected to be May 22, 2013), subject to postponement for non-index business days. We refer to the valuation date immediately preceding the maturity date as the “final valuation date,” which is subject to postponement for non-index business days and certain market disruption events.

CUSIP:

   1730T0RT8

Lisiting:

   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.

Selling Concession:

   up to 3.50%

Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  ¡

 

Contingent interest payments

    ¡   

A holding period of approximately 10 years

  ¡

 

A callable long-term equity index-linked investment

    ¡   

The possibility of losing part or all of the principal amount invested if not held to maturity

      ¡   

The complete description of the risks associated with this investment as outlined in the “Risk Factors” section of the applicable preliminary pricing supplement

        

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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   15

 

Buffered Digital Plus Securities

Based on the S&P 500® Index

     LOGO     

Indicative Terms*

 

 

Issuer:

   Citigroup Inc.

Index:

   S&P 500® Index

Stated principal amount:

   $1,000 per security

Pricing date:

   February     , 2013 (expected to be February 22, 2013).

Issue date:

   February     , 2013 (three business days after the pricing date).

Valuation date:

   February     , 2017 (expected to be February 22, 2017), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur.

Maturity date:

   February     , 2017 (expected to be February 27, 2017).

Payment at maturity:

   For each $1,000 security you hold at maturity:
  

¡    If the final index level is greater than or equal to the initial index level:

  

 

$1,000 + the greater of (i) the fixed return amount and (ii) $1,000 × the index percent increase

  

¡    If the final index level is less than the initial index level by an amount less than or equal to the buffer amount:

  

 

$1,000

  

¡    If the final index level is less than the initial index level by an amount greater than the buffer amount:

  

 

($1,000 × the index performance factor) + $100

    

If the final index level declines from the initial index level by more than 10%, your payment at maturity will be less, and possibly significantly less, than the $1,000 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:

         , the closing value of the index on the pricing date.

Final index level:

   The closing value of the index on the valuation date.

Fixed return amount:

   $150 to $200 per security (15% to 20% of the stated principal amount). The actual fixed return amount will be determined on the pricing date. You will receive the fixed return amount only if the final index level is greater than or equal to the initial index level.

Index percent change:

   (final index level – initial index level) / initial index level

Index performance factor:

   final index level / initial index level

Buffer amount:

   10%

Listing:

   The securities will not be listed on any securities exchange.

CUSIP:

   1730T0RP6

Selling Concession:

   up to 3.00%

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  ¡

 

Contingent fixed return

   

¡

  

A holding period of approximately 4.0 years

  ¡

 

A medium-term equity index-linked investment

   

¡

  

The possibility of losing all of the principal amount invested

     

¡

  

Please review the “Risk Factors” section of the applicable preliminary pricing supplement for a complete description of the risks associated with this investment

For questions, please call your Financial Advisor

*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.


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   17

 

General Overview of Investments

 

 

LOGO

 

Investments        Maturity       Risk Profile*     Return*
Contingent Absolute Return MLDs/Notes    1-2 Years    Full principal amount due at maturity    If the underlying never crosses either an upside or downside threshold, the return on the investment equals the absolute value of the return of the underlying; Otherwise the return equals zero
Contingent Upside Participation MLDs/Notes    1-3 Years    Full principal amount due at maturity    If the underlying crosses an upside threshold, the return on the investment equals an interest payment paid at maturity; Otherwise the return equals the greater of the return of the underlying and zero
Minimum Coupon Notes    3-5 Years    Full principal amount due at maturity    If the underlying ever crosses an upside threshold during a coupon period, the return for the coupon period equals the minimum coupon; Otherwise the return for a coupon period equals the greater of the return of the underlying during the coupon period and the minimum coupon
Safety First Trust Certificates    3-6 Years    Full principal amount due at maturity    The return on the investment equals the greater of the return of the underlying multiplied by a participation rate and zero; sometimes the maximum return is capped

 

 

LOGO

 

Investments        Maturity       Risk Profile*     Return*
ELKS®   

6-13

Months

   Payment at maturity may be less than the principal amount    A fixed coupon is paid regardless of the performance of the underlying. If the underlying never crosses a downside threshold, the return on the investment equals the coupons paid; Otherwise the return equals the sum of the coupons paid and the return of the underlying at maturity
Buffer Notes    1-2 Years   

Payment at

maturity may be less than the principal amount

   If the return of the underlying is positive at maturity, the return on the investment equals the lesser of (a) the return of the underlying multiplied by a participation rate and (b) the maximum return on the notes; Otherwise, the return equals the lesser of (a) the return of the underlying plus the buffer amount and (b) zero
PACERSSM    1-3 Years   

Payment at

maturity may be less than the

principal amount

   If the underlying is equal to or greater than a threshold (such as its initial value) on any call date, the note is called and the return on the investment equals a fixed premium. If the note has not been called, at maturity, if the underlying has crossed a downside threshold, the return on the investment equals the return of the underlying, which will be negative; Otherwise the return equals zero
LASERSSM    3-4 Years   

Payment at

maturity may be less than the

principal amount

   If the return of the underlying is positive at maturity, the return on the investment equals the return of the underlying multiplied by a participation rate (some versions are subject to a maximum return on the notes). If the return of the underlying is negative and the underlying has crossed a downside threshold, the return on the investment equals the return of the underlying, which will be negative; Otherwise the return equals zero

 

 

LOGO

 

Investments        Maturity       Risk Profile*     Return*
Upturn Notes    1-2 Years    Payment at maturity may be zero    If the underlying is up at maturity, the return on the investment equals the lesser of the return of the underlying multiplied by a participation rate and the maximum return on the notes; Otherwise the return equals the return of the underlying
Fixed Upside Return Notes    1-2 Years    Payment at maturity may be zero    If the underlying is equal to or above its initial level at maturity, the return on the investment equals a predetermined fixed amount; Otherwise the return equals the return of the underlying
Strategic Market Access Notes    3-4 Years    Payment at maturity may be zero    The return on the investment equals the return of a unique index created by Citi

*All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the exception of Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. This is not a complete list of CitiFirst structures. The descriptions above are not intended to completely describe how an investment works or to detail all of the terms, risks and benefits of a particular investment. The return profiles can change. Please refer to the offering documents and related material(s) of a particular investment for a comprehensive description of the structure, terms, risks and benefits related to that investment.


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Important Information for the Monthly Offerings

 

Investment Information

 

 

The investments set forth in the previous pages are intended for general indication only of the CitiFirst Investments offerings. The issuer reserves the right to terminate any offering prior to its pricing date or to close ticketing early on any offering.

SEC Registered (Public) Offerings

 

 

Each issuer and guarantor, if applicable, has separately filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the SEC registered offerings by that issuer or guarantor, if applicable, to which this communication relates. Before you invest in any of the registered offerings identified in this Offerings Brochure, you should read the prospectus in the applicable registration statement and the other documents the issuer and guarantor, if applicable, have filed with the SEC for more complete information about that issuer, the guarantor, if applicable, and offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

For Registered Offerings Issued by: Citigroup Inc.

Issuer’s Registration Statement Number: 333-172562

Issuer’s CIK on the SEC Website: 0000831001

Alternatively, you can request a prospectus and any other documents related to the offerings, either in hard copy or electronic form, by calling toll-free 1-877-858-5407 or by calling your Financial Advisor.

The SEC registered securities described herein are not bank deposits but are senior, unsecured debt obligations of the issuer. The SEC registered securities are not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency or instrumentality.

 

Market-Linked Certificates of Deposit

 

 

The Market-Linked Deposits (“MLDs”) are not SEC registered offerings and are not required to be so registered. For indicative terms and conditions on any MLD, please contact your Financial Advisor or call the toll-free number 1-877-858-5407.


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   19

 

Overview of Key Benefits

and Risks of CitiFirst Investments

 

Benefits

 

¡  

Investors can access investments linked to a variety of underlying assets or indices, such as domestic and foreign indices, exchange — traded funds, commodities, foreign-exchange, interest rates, equities, or a combination thereof.

 

¡  

Structured investments can offer unique risk/ return profiles to match investment objectives, such as the amount of principal due at maturity, periodic income, and enhanced returns.

Risks

 

¡  

The risks below are not intended to be an exhaustive list of the risks associated with a particular CitiFirst Structured Investment offering. Before you invest in any CitiFirst Structured Investment you should thoroughly review the particular investment’s offering document(s) and related material(s) for a comprehensive description of the risks and considerations associated with the particular investment.

 

¡  

Potential for Loss

 

  ¡  

The terms of certain investments provide that the full principal amount is due at maturity, subject to the applicable issuer or guarantor credit risk. However, if an investor sells or redeems such investment prior to maturity, the investor may receive an amount less than his/her original investment.

 

  ¡  

The terms of certain investments provide that the payment due at maturity could be significantly less than the full principal amount and, for certain investments, could be zero. In these cases, an investor may receive an amount significantly less than his/ her original investment and may receive nothing at maturity of the investment.

 

¡  

Appreciation May Be Limited – Depending on the investment, an investor’s appreciation may be limited by a maximum amount payable or by the extent to which the return reflects the performance of the underlying asset or index.

 

¡  

Issuer or Guarantor Credit Risk – All payments on CitiFirst Structured Investments are dependent on the applicable issuer’s or guarantor’s ability to pay all amounts due on

 

these investments including any principal due at maturity and therefore investors are subject to the credit risk of the applicable issuer or guarantor.

 

¡  

Secondary Market – There may be little or no secondary market for a particular investment. If the applicable offering document(s) so specifies, the issuer may apply to list an investment on a securities exchange, but it is not possible to predict whether any investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist.

 

¡  

Resale Value of a CitiFirst Structured Investment May be Lower than Your Initial Investment – Due to, among other things, the changes in the price of and dividend yield on the underlying asset, interest rates, the earnings performance of the issuer of the underlying asset, the applicable issuer or guarantor of the CitiFirst Structured Investment’s perceived creditworthiness, the investment may trade, if at all, at prices below its initial issue price and an investor could receive substantially less than the amount of his/her original investment upon any resale of the investment.

 

¡  

Volatility of the Underlying Asset or Index – Depending on the investment, the amount you receive at maturity could depend on the price or value of the underlying asset or index during the term of the trade as well as where the price or value of the underlying asset or index is at maturity; thus, the volatility of the underlying asset or index, which is the term used to describe the size and frequency of market fluctuations in the price or value of the underlying asset or index, may result in an investor receiving an amount less than he/she would otherwise receive.

 

¡  

Potential for Lower Comparable Yield – The effective yield on any investment may be less than that which would be payable on a conventional fixed-rate debt security of the same issuer with comparable maturity.

 

¡  

Affiliate Research Reports and Commentary – Affiliates of the particular issuer may publish research reports or otherwise express opinions or provide recommendations from time to time regarding the underlying asset or index which may influence the price or value of the underlying asset or index and, therefore, the value of the investment. Further, any

 

research, opinion or recommendation expressed within such research reports may not be consistent with purchasing, holding or selling the investment.

 

¡  

The United States Federal Income Tax Consequences of Structured Investments are Uncertain – No statutory, judicial or administrative authority directly addresses the characterization of structured investments for U.S. federal income tax purposes. The tax treatment of a structured investment may be very different than that of its underlying asset. As a result, significant aspects of the U.S. federal income tax consequences and treatment of an investment are not certain. The offering document(s) for each structured investment contains tax conclusions and discussions about the expected U.S. federal income tax consequences and treatment of the related structured investment. However, no ruling is being requested from the Internal Revenue Service with respect to any structured investment and no assurance can be given that the Internal Revenue Service will agree with the tax conclusions and treatment expressed within the offering document(s) of a particular structured investment. Citigroup Global Markets Inc., its affiliates, and employees do not provide tax or legal advice. Investors should consult with their own professional advisor(s) on such matters before investing in any structured investment.

 

¡  

Fees and Conflicts – The issuer of a structured investment and its affiliates may play a variety of roles in connection with the investment, including acting as calculation agent and hedging the issuer’s obligations under the investment. In performing these duties, the economic interests of the affiliates of the issuer may be adverse to the interest of the investor.

 


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Additional Considerations

 

Please note that the information contained in this brochure is current as of the date indicated and is not intended to be a complete description of the terms, risks and benefits associated with any particular structured investment. Therefore, all of the information set forth herein is qualified in its entirety by the more detailed information provided in the offering documents(s) and related material for the respective structured investment.

The structured investments discussed within this brochure are not suitable for all investors. Prospective investors should evaluate their financial objectives and tolerance for risk prior to investing in any structured investment.

Tax Disclosure

Citigroup Global Markets Inc., its affiliates and employees do not provide tax or legal advice. To the extent that this brochure or any offering document(s) concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.

ERISA and IRA Purchase Considerations

Employee benefit plans subject to ERISA, entities the assets of which are deemed to constitute the assets of such plans, governmental or other plans subject to laws substantially similar to ERISA and retirement accounts (including Keogh, SEP and SIMPLE plans, individual retirement accounts and individual retirement annuities) are permitted to purchase structured investments as long as either (A) (1) no Citigroup Global Markets affiliate or employee is a fiduciary to such plan or retirement account that has or exercises any discretionary authority or control with respect to the assets of such plan or retirement account used to purchase the structured investments or renders investment advice with respect to those assets, and (2) such plan or retirement account is paying no more than adequate consideration for the structured investments or (B) its acquisition and holding of the structured in is not prohibited by any such provisions or laws or is exempt from any such prohibition.

However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the structured investments if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney or a family

member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of structured investments by the account, plan or annuity. You should refer to the section “ERISA Matters” in the applicable offering document(s) for more information.

Distribution Limitations and Considerations

This document may not be distributed in any jurisdiction where it is unlawful to do so. The investments described in this document may not be marketed, or sold or be available for offer or sale in any jurisdiction outside of the U.S., unless explicitly stated in the offering document(s) and related materials. In particular:

WARNING TO INVESTORS IN HONG KONG ONLY: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer. If Investors are in any doubt about any of the contents of this document, they should obtain independent professional advice.

This offer is not being made in Hong Kong, by means of any document, other than (1) to persons whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent); (2) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (3) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO.

There is no advertisement, invitation or document relating to structured investments, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to structured investments which are or are intended to be disposed of only to persons outside Hong Kong or only to the persons or in the circumstances described in the preceding paragraph.

WARNING TO INVESTORS IN SINGAPORE ONLY: This document has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of the Singapore Statutes (the Securities and Futures Act). Accordingly, neither this document nor any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the structured investments may be circulated

or distributed, nor may the structured investments be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public or any member of the public in Singapore other than in circumstances where the registration of a prospectus is not required and thus only (1) to an institutional investor or other person falling within section 274 of the Securities and Futures Act, (2) to a relevant person (as defined in section 275 of the Securities and Futures Act) or to any person pursuant to section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in section 275 of that Act, or (3) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. No person receiving a copy of this document may treat the same as constituting any invitation to him/ her, unless in the relevant territory such an invitation could be lawfully made to him/her without compliance with any registration or other legal requirements or where such registration or other legal requirements have been complied with. Each of the following relevant persons specified in Section 275 of the Securities and Futures Act who has subscribed for or purchased structured investments, namely a person who is:

(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or (b) a trust (other than a trust the trustee of which is an accredited investor) whose sole purpose is to hold investments and of which each beneficiary is an individual who is an accredited investor, should note that securities of that corporation or the beneficiaries’ rights and interest in that trust may not be transferred for 6 months after that corporation or that trust has acquired the structured investments under Section 275 of the Securities and Futures Act pursuant to an offer made in reliance on an exemption under Section 275 of the Securities and Futures Act unless:

(i) the transfer is made only to institutional investors, or relevant persons as defined in Section 275(2) of that Act, or arises from an offer referred to in Section 275(1A) of that Act (in the case of a corporation) or in accordance with Section 276(4)(i)(B) of that Act (in the case of a trust);

(ii) no consideration is or will be given for the transfer; or

(iii) the transfer is by operation of law.

 


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CitiFirst Offerings Brochure  |  February 2013

 

   21

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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CitiFirst Offerings Brochure  |  February 2013

 

  

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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CitiFirst Offerings Brochure  |  February 2013

 

   23

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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LOGO

 

 

 

LOGO

 

To discuss CitiFirst structured investment ideas and strategies, Financial Advisors, Private Bankers and other distribution partners may call our sales team. Private Investors should call their financial advisor or private banker.

Client service number for Financial Advisors and Distribution Partners in the Americas:

+1 (212) 723-7005 and +1 (212) 723-7288

 

For more information, please go to www.citifirst.com

 

 

“Standard & Poor’s,” “S&P 500®,” and “S&P®” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Citigroup Inc.

“Russell 2000® Index” is a trademark of the Russell Investment Group and has been licensed for use by Citigroup Inc.

©2013 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its subsidiaries and are used and registered throughout the world.

 

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