FWP 1 d639114dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Registration Statement No. 333-172562

 

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CitiFirst Offerings Brochure  |  December 2013

 

  

 

 

Table of Contents

 

Introduction to CitiFirst Investments

  3

CitiFirst Protection Investments

 

Callable Leveraged CMS Spread Notes

  4

Callable Fixed to Floating Rate Market-Linked Certificates of Deposit Linked to the CMS Spread

  6

CitiFirst Performance Investments

 

Barrier Securities Based on the Dow Jones Industrial AverageSM

  8

Single Observation ELKS® Based on the Common Stock of Facebook Inc.

  10

 

 

General Overview of Investments

  12

Important Information for the Monthly Offerings

  13

Overview of Key Benefits and Risks of CitiFirst Investments

  14

Additional Considerations

  15

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  |  December 2013

 

  

 

 

Introduction to CitiFirst Investments

CitiFirst is the brand name for Citi’s offering of investments including notes and deposits. Tailored to meet the needs of a 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, 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 Protection

Payment due at maturity may be less than the principal amount

Investments provide for a payment due at maturity, subject to the credit risk of the issuer, 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 Protection

Payment due at maturity may be zero

Investments provide for a payment at maturity, subject to the credit risk of the issuer, 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

 

 

The structured investments discussed herein are not suitable for all investors. Prospective investors should evaluate their financial objectives and tolerance for risk prior to investing in any structured investment. The SEC registered securities described herein are not bank deposits but are senior, unsecured debt obligations of Citi. All returns and any principal amount due at maturity are subject to the applicable issuer credit risk, with the exception of the Market-Linked Certificates of Deposit which have FDIC insurance, subject to applicable limitations. Structured investments are not conventional debt securities. They are complex in nature and the specific terms and conditions will vary for each offering.

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  |  December 2013

 

  

 

 

Callable Leveraged

CMS Spread Notes

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    Indicative Terms*

 

Issuer:    Citigroup Inc.
Notes:    Callable Leveraged CMS Spread Notes Due December     , 2033
Issue Price:    $1,000 per Note
Pricing Date:    December     , 2013 (expected to be December 17, 2013)
Maturity Date:    December     , 2033 (expected to be December 20, 2033)
Interest Rate:    Unless earlier redeemed by us, from and including December     , 2014 (expected to be December 20, 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) 4.75 times the CMS Spread, subject to a maximum interest rate of 10.00% 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 of each March, June, September and December (expected to be the 20th day of each March     , June, September and December), beginning on March     , 2014 (expected to be March 20, 2014) and ending on the maturity date or the date when the notes are called.
CMS Spread:    Equal to the to the 30-year Constant Maturity Swap Rate (“CMS30”) minus the 5-year Constant Maturity Swap Rate (“CMS5”), as determined on the second U.S. government securities 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 December     , 2015 (expected to be December 20, 2015), 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:    1730T0E21
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

(paid to advisors):

   Up to 5.00%

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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  | December 2013

 

  

  Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  n

 

Full principal amount due at maturity

   

n

 

A holding period of approximately 20 years

  n

 

Quarterly interest payments

   

n

 

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

  n

 

A callable long-term interest rate investment

   

n

 

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

A complete description of the risks associated with this investment are 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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

  

 

 

Callable Fixed to Floating Rate

Market-Linked Certificates of

Deposit Linked to the CMS Spread

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    Indicative Terms*

 

Deposit Offeror:    Citibank, N.A.
Certificate of Deposit:    Callable Fixed to Floating Rate Market-Linked Certificates of Deposit Linked to the CMS Spread Maturing December 16, 2033
Pricing Date:    December 11, 2013
Deposit Date:    December 16, 2013
Maturity date:    December 16, 2033. If the Maturity Date falls on a day that is not a New York Business Day, the payment to be made on the Maturity Date will be made on the next succeeding New York Business Day with the same force and effect as if made on the Maturity Date, and no additional interest will accrue as a result of such delayed payment.
Deposit Amount:    $1,000 minimum deposit and integral multiples of $1,000 thereafter
Maturity Payment:    The Deposit Amount, plus any accrued and unpaid interest.
Interest Rate:   

Year 1 (for Interest Payment Dates scheduled to occur March 16, 2014, June 16, 2014, September 16, 2014, and December 16, 2014):

 

·       10.00% per annum, paid quarterly, regardless of the CMS Spread

 

Years 2 to 20 (for Interest Payment Dates after December 16, 2014 to and including the Maturity Date):

 

·       An annual rate equal to the greater of (i) 4 times the Modified CMS Spread, subject to a maximum per annum interest rate of 10.00%, and (ii) the minimum per annum interest rate of 0.00%.

 

-       The “Modified CMS Spread” will be equal to the CMS Spread minus 0.45%.

 

-       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 related Interest Determination Date.

 

Accordingly, the interest rate for any Quarterly Interest Period may be as low as 0.00% per annum and will not be greater than 10.00% per annum, depending on the CMS Spread on the related Interest Determination Date.

Interest Payment Dates:    The 16th of each March, June, September and December, beginning March 16, 2014 and ending on the earlier of the Maturity Date and the date, if any, on which the Deposits are called. If an Interest Payment Date falls on a day that is not a New York Business Day, the interest payment, if any, to be made on that Interest Payment Date will be made on the next succeeding New York 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.
Quarterly Interest Periods:    The period from and including the Deposit Date to but excluding the first Interest Payment Date and each successive three-month period from and including an Interest Payment Date to but excluding the next Interest Payment Date

Interest Determination

Dates:

   For any Quarterly Interest Period beginning on December 16, 2014, the second U.S. Government Securities Business Day prior to the beginning of each such Quarterly Interest 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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

  

 

 

Determination of the

CMS30 and the CMS5:

   For any Interest Determination Date, CMS30 and CMS5 will equal the 30-year Constant Maturity Swap Rate and the 5-year Constant Maturity Swap Rate respectively, each as published on Reuters page “ISDAFIX1” (or any successor page as determined by the Calculation Agent) at 11:00 am (New York time) on that Interest Determination Date, subject to the terms described under “Description of the CMS Spread—Determination of the CMS30 and the CMS5” below
New York Business Day:    Any day that is not a Saturday, a Sunday or a day on which the securities exchanges, bank institutions or trust companies in the City of New York are authorized or obligated by law or executive order to close

U.S. Government Securities

Business Day:

   Any day that is not a Saturday, a Sunday or a day on which The Securities Industry and Financial Markets Association’s U.S. holiday schedule recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities
Call Provision:    Citibank may call the Deposits, in whole and not in part, on any Interest Payment Date beginning on December 16, 2014 upon not less than 5 New York Business Days’ notice at 100% of the Deposit Amount, plus any accrued and unpaid interest. If we call the Deposits on an Interest Payment Date that is not a New York Business Day, your payment will be made on the next succeeding New York 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.

Early Redemption

at Your Option:

   None
Limited Early Withdrawal:    An early withdrawal of 100% of the principal amount (without deduction of any fee) only in the event of death or adjudication of incompetence of the beneficial owner of the Deposit, subject to the following Withdrawal Limitation: The Deposit Amount withdrawn with respect to all beneficial owners of the Deposits over the term of the Deposits shall not exceed 10% of the aggregate Deposit Amount outstanding on the Deposit Date.
CUSIP:    172986GY1
Listing:    The Deposits will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in the Deposits unless you are willing to hold them to maturity.

Selling Concession

(paid to advisors):

   Up to 5.00%

 

  Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  n

 

Full principal amount due at maturity

   

n

 

A holding period of approximately 20 years

  n

 

Quarterly interest payments

   

n

 

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

  n

 

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

   

n

 

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

A complete description of the risks associated with this investment are 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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

  

 

 

 

Barrier Securities Based on the Dow Jones Industrial AverageSM      LOGO     

 

    Indicative Terms*

 

 

Issuer:    Citigroup Inc.
Index:    The Dow Jones Industrial AverageSM (ticker symbol: “INDU”)
Stated principal amount:    $1,000 per security
Pricing date:    December    , 2013 (expected to be December 17, 2013)
Issue date:    December    , 2013 (three business days after the pricing date)
Valuation date:    June    , 2017 (expected to be June 19, 2017), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
Maturity date:    June    , 2017 (expected to be June 22, 2017)
Payment at maturity:   

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

 

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

 

$1,000 + the return amount

 

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

 

$1,000

 

¡     I f the final index level is less than the barrier level:

 

$1,000 x the index performance factor

 

If the final index level is less than the barrier level, your payment at maturity will be less, and possibly significantly less, than $800 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 level of the index on the pricing date)
Final index level:    The closing level of the index on the valuation date
Index performance factor:   

 

The final index level divided by the initial index level

 

Index percent increase:    The final index level minus the initial index level, divided by the initial index level
Return amount:    $1,000 x index percent increase x return factor
Leverage factor:    100% to 105%. The actual return factor will be determined on the pricing date.
Barrier level:    , 80% of the initial index level
Listing:    The securities will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should not invest in the securities unless you are willing to hold them to maturity.
CUSIP:        1730T0D48
Selling Concession (paid to advisors):   

2.50%

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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

 

  

  Investor Profile

 

  Investor Seeks:

   

Investor Can Accept:

  n

 

Contingent coupon

   

  n

  

A holding period of approximately 4 years

  n

 

A medium-term equity index-linked investment

   

  n

  

The possibility of losing a significant portion of the principal amount invested

     

  n

  

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

A complete description of the risks associated with this investment are outlined in the “Summary 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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

  

 

 

Single Observation ELKS® Based on the Common Stock of Facebook Inc.      LOGO     

 

Indicative Terms*

  
Issuer:    Citigroup Inc.
Underlying shares:   

Shares of the common stock of Facebook Inc. (NASDAQ symbol: “FB”) (the “underlying share issuer”)

Pricing date:   

December     , 2013 (expected to be December 17, 2013)

Issue date:   

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

Valuation date:   

June     , 2014 (expected to be June 17, 2014), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur

Maturity date:   

June     , 2014 (expected to be June 20, 2014)

State principal amount:   

$1,000 per security

Coupon:   

8.00% to 10.00% per annum (approximately 4.00% to 5.00% for the term of the securities). The actual coupon rate will be determined on the pricing date.

Coupon payment dates:   

Expected to be the 20th day of each month of each year, commencing January     , 2014 (expected to be January 20, 2014) and ending on the maturity date

Payment at maturity:   

For each $1,000 stated principal amount security you hold at maturity, you will be entitled to receive the final coupon payment plus:

  

 

¡   If a downside event occurs:

 

a number of underlying shares equal to the equity ratio (or, in our sole discretion, cash in an amount equal to the equity ratio multiplied by the final share price)

 

¡   If a downside event does not occur:

 

$1,000 in cash

    

If a downside event occurs, you will not receive the stated principal amount of your securities at maturity and, instead, will receive underlying shares (or, in our sole discretion, cash based on the value thereof) that will be worth less than 75.00% of the stated principal amount and may be worth nothing. Although you will be subject to the risk of a decline in the price of the underlying shares, you will not participate in any appreciation of the underlying shares over the term of the securities.

Downside event:

  

A downside event will occur if the final share price is less than the downside threshold price.

Downside threshold price:

  

$         , 75% of the initial share price

Initial share price:

  

$         , the closing price of the underlying shares on the pricing date

Final share price:

  

The closing price of the underlying shares on the valuation date

Equity ratio:

  

      , the stated principal amount divided by the initial share price

Listing:

  

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

CUSIP:   

 

    1730T0D89

 

Selling Concession (paid to advisors):   

1.00%

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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

  

 

 

  Investor Profile

 

 

  Investor Seeks:

   

Investor Can Accept:

  n

 

Contingent coupon

   

  n

 

A holding period of approximately 6 months

  n

 

A short-term equity-linked investment

   

  n

 

The possibility of losing a significant portion of the principal amount invested

     

  n

 

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

A complete description of the risks associated with this investment are outlined in the “Summary 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’s credit risk, with the exception of the Market-Linked Certificates of Deposit which have 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  |  December 2013

 

  

 

 

General Overview of Investments

 

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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

 

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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    1-3 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    3-5 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

 

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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’s 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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CitiFirst Offerings Brochure  |  December 2013

 

  

 

 

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 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 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 have filed with the SEC for more complete information about that issuer 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: 333-192302

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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CitiFirst Offerings Brochure  |  December 2013

 

  

 

 

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 issuer 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 Credit Risk – All payments on CitiFirst Structured Investments are dependent on the applicable issuer’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.

 

¡ 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 issuer 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 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  |  December 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 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 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 Citi 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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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

 

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

 

 

Dow Jones Industrial AverageSM is a service mark of Dow Jones & Company, Inc. (“Dow Jones”) and has been licensed for use by Citigroup Inc. The Notes described herein are not sponsored, endorsed, sold or promoted by Dow Jones and Dow Jones makes no warranties and bears no liability with respect to the Notes.

©2013 Citigroup 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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