Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

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Filed Pursuant to Rule 433
Registration Statement No. 333-172562

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2		CitiFirst Offerings Brochure   |   November 2013

 

 

Table of Contents

 

 

Introduction to CitiFirst Investments .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..			3
CitiFirst Performance Investments
Buffer Securities Based on the Dow Jones Industrial Average SM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Barrier Securities Based on the MSCI EAFA ® Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Single Observation ELKS ® Based on the Common Stock of Netflix Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
General Overview of Investments .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..			10
Important Information for the Monthly Offerings .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ....... ..			11
Overview of Key Benefits and Risks of CitiFirst Investments .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..			12
Additional Considerations .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ....... .. .. .. .. .. .. .. .. .. .. .. ..			13

 

 

 

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   |  November 2013		3

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:

 

 

CitiFirst Protection   Full principal amount due at maturity		CitiFirst Performance   Payment due at maturity may be less than the principal amount		CitiFirst Opportunity   Payment due at maturity may be zero
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		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		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:

 

 

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:

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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4		CitiFirst Offerings Brochure   |   November 2013

 

 

Buffer Securities Based on the Dow Jones Industrial Average SM

 

Indicative Terms*

Issuer:		Citigroup Inc.
Index:		The Dow Jones Industrial Average SM (ticker symbol: “INDU”)
Stated principal amount:		$1,000 per security
Pricing date:		November    , 2013 (expected to be November 22, 2013)
Issue date:		November    , 2013 (three business days after the pricing date)
Valuation date:		November    , 2018 (expected to be November 23, 2018), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
Maturity date:		November    , 2018 (expected to be November 28, 2018)
Payment at maturity:		For each $1,000 stated principal amount security you hold at maturity:   ¡   If the final index level is greater than the initial index level:   $1,000 + the leveraged return amount   ¡   If the final index level is equal to or less than the initial index level by an amount equal to or less than 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 x the index performance factor) + $250   If the final index level declines from the initial index level by more than 25%, 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 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
Upside participation amount:		$1,000 x index percent increase x upside participation rate
Upside participation rate:		80% to 90%. The actual leverage factor will be determined on the pricing date.
Buffer amount:		25%
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:		1730T0B73
Selling Concession (paid to advisors):		3.00% (eligible for fee-based accounts)

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   |  November 2013		5

Selected Risk Considerations

 

 

		¡    You may lose up to 75% of your investment.   ¡    The securities do not pay interest.   ¡    You will not participate fully in any appreciation of the index.   ¡    Investing in the securities is not equivalent to investing in the index or the stocks that constitute the index.   ¡    Your payment at maturity depends on the closing level of the index on a single day.   ¡    The securities are subject to the credit risk of Citigroup Inc.   ¡    The securities will not be listed on a securities exchange and you may not be able to sell them prior to maturity.   ¡    The estimated value of the securities on the pricing date, based on Citigroup Global Markets, Inc.’s (“CGMI”) proprietary pricing models and our internal funding rate, will be less than the issue price.   ¡    The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.   ¡    The estimated value of the securities would be lower if it were calculated based on our secondary market rate.   ¡    The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market.				¡    The value of the securities prior to maturity will fluctuate based on many unpredictable factors.   ¡    Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.   ¡    Our offering of the securities is not a recommendation of the index.   ¡    The level of the index may be adversely affected by our or our affiliates’ hedging and other trading activities.   ¡    We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.   ¡    The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.   ¡    Adjustments to the index may affect the value of your securities.   ¡    The U.S. federal tax consequences of an investment in the securities are unclear.

A complete description of the risks associated with this investment are outlined in the “Summary Risk Factors” section of the applicable preliminary pricing supplement.

Investor Profile

 

 

Investor Seeks:						Investor Can Accept:
¡    Contingent coupon payment   ¡    A medium-term equity index-linked investment						¡    A holding period of approximately 5 years   ¡    The possibility of losing a significant portion of the principal amount invested   ¡    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

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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6		CitiFirst Offerings Brochure   |   November 2013

 

 

Barrier Securities Based on the MSCI EAFE ® Index

 

Indicative Terms*

Issuer:		Citigroup Inc.
Index:		The MSCI EAFE ® Index (ticker symbol: “MXEA”)
Stated principal amount:		$1,000 per security
Pricing date:		November     , 2013 (expected to be November 21, 2013)
Issue date:		November     , 2013 (three business days after the pricing date)
Valuation date:		November     , 2017 (expected to be November 21, 2017), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
Maturity date:		November     , 2017 (expected to be November 27, 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   ¡       If 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 $800.00 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
Leverage return amount:		$1,000 x index percent increase x leverage factor
Leverage factor:		110.00% to 115.00%. The actual leverage factor will be determined on the pricing date.
Barrier level:		, 80.00% 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:		1730T0B40
Selling Concession (paid to advisors):		3.00% (eligible for fee-based accounts)

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   |  November 2013		7

Selected Risk Considerations

 

 

¡    You may lose some or all of your investment.   ¡    The barrier feature of the securities exposes you to particular risks.   ¡    The securities do not pay interest.   ¡    Investing in the securities is not equivalent to investing in the index or the stocks that constitute the index.   ¡    Your payment at maturity depends on the closing price of the index on a single day.   ¡    The securities are subject to the credit risk of Citigroup Inc.   ¡    The securities will not be listed on a securities exchange and you may not be able to sell them prior to maturity.   ¡    The estimated value of the securities on the pricing date, based on Citigroup Global Markets, Inc.’s (“CGMI”) proprietary pricing models and our internal funding rate, will be less than the issue price.   ¡    The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.   ¡    The estimated value of the securities would be lower if it were calculated based on our secondary market rate.   ¡    The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market.								¡    The value of the securities prior to maturity will fluctuate based on many unpredictable factors.   ¡    Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.   ¡    Our offering of the securities is not a recommendation of the index.   ¡    The level of the index may be adversely affected by our or our affiliates’ hedging and other trading activities.   ¡    We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.   ¡    The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.   ¡    Adjustments to the index may affect the value of your securities.   ¡    The index is subject to risks associated with investments in securities linked to the value of foreign equity securities.   ¡    The U.S. federal tax consequences of an investment in the securities are unclear.

 

A complete description of the risks associated with this investment are outlined in the “Summary Risk Factors” section of the applicable preliminary pricing supplement.

Investor Profile

 

 

Investor Seeks:						Investor Can Accept:
¡    Contingent coupon   ¡    A medium-term equity index-linked investment						¡    A holding period of approximately 4 years   ¡    The possibility of losing a significant portion of the principal amount invested   ¡    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

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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8		CitiFirst Offerings Brochure   |   November 2013

 

 

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

 

Indicative Terms*

Issuer:		Citigroup Inc.
Underlying shares:		Shares of the common stock of Netflix Inc. (NASDAQ symbol: “NFLX”) (the “underlying share issuer”)
Pricing date:		November     , 2013 (expected to be November 22, 2013)
Issue date:		November     , 2013 (three business days after the pricing date)
Valuation date:		May     , 2014 (expected to be May 22, 2014), subject to postponement if such date is not a scheduled trading day or if certain market disruption events occur
Maturity date:		May     , 2014 (expected to be May 28, 2014)
State principal amount:		$1,000 per security
Coupon:		10.00% to 12.00% per annum (approximately 5.03% to 6.03% for the term of the securities). The actual coupon rate will be determined on the pricing date.
Coupon payment dates:		Expected to be the 28 th day of each month of each year, commencing December     , 2013 (expected to be December 28, 2013) 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 70.00% 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:		$        , 70% 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:		1730T0B81
Selling Concession (paid to advisors):		1.00% (eligible for fee-based accounts)

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   |  November 2013		9

Selected Risk Considerations

 

 

¡    You may lose some or all of your investment.   ¡    The securities will be adversely affected by volatility in the price of the underlying shares.   ¡    The securities offer downside exposure, but no upside exposure, to the underlying shares.   ¡    The occurrence of a downside event depends on the closing price of the underlying shares on a single day.   ¡    You will have no voting rights and will not receive dividends with respect to the underlying shares unless and until you receive underlying shares at maturity.   ¡    The securities are subject to the credit risk of Citigroup Inc.   ¡    The securities will not be listed on a securities exchange and you may not be able to sell them prior to maturity.   ¡    The estimated value of the securities on the pricing date, based on Citigroup Global Markets, Inc.’s (“CGMI”) proprietary pricing models and our internal funding rate, will be less than the issue price.   ¡    The estimated value of the securities was determined for us by our affiliate using proprietary pricing models.   ¡    The estimated value of the securities would be lower if it were calculated based on our secondary market rate.   ¡    The estimated value of the securities is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the securities from you in the secondary market.   ¡    The value of the securities prior to maturity will fluctuate based on many unpredictable factors.   ¡    Immediately following issuance, any secondary market bid price provided by CGMI, and the value that will be indicated on any brokerage account statements prepared by CGMI or its affiliates, will reflect a temporary upward adjustment.								¡    Our offering of the securities is not a recommendation of the underlying shares.   ¡    The price of the underlying shares may be adversely affected by our or our affiliates’ hedging and other trading activities.   ¡    We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities.   ¡    Even if the underlying share issuer pays a dividend that it identifies as special or extraordinary, no adjustment will be required under the securities for that dividend unless it meets the criteria specified in the applicable product supplement.   ¡    An adjustment will not be made for all events that may have a dilutive effect on or otherwise adversely affect the market price of the underlying shares.   ¡    If the underlying shares are delisted, we may call the securities prior to maturity for an amount that may be less than the stated principal amount.   ¡    The securities may become linked to shares of an issuer other than the original underlying share issuer upon the occurrence of a reorganization event or upon the delisting of the underlying shares.   ¡    The calculation agent, which is an affiliate of ours, will make important determinations with respect to the securities.   ¡    The U.S. federal tax consequences of an investment in the securities are unclear.

A complete description of the risks associated with this investment are outlined in the “Summary Risk Factors” section of the applicable preliminary pricing supplement.

Investor Profile

 

 

Investor Seeks:						Investor Can Accept:
¡    Contingent coupon   ¡    A short-term equity-linked investment						¡    A holding period of approximately 6 months   ¡    The possibility of losing a significant portion of the principal amount invested   ¡    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

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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10		CitiFirst Offerings Brochure   |   November 2013

 

 

General Overview of Investments

 

 

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

 

 

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
PACERS SM		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
LASERS SM		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

 

 

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   |  November 2013		11

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: 333-172562

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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12		CitiFirst Offerings Brochure   |   November 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 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.

 

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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.

 

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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.

 

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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.

 

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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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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 Citigroup 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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14		CitiFirst Offerings Brochure   |   November 2013

 

 

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To discuss CitiFirst 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:

[phone]

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

 

 

Dow Jones Industrial Average ^SM 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.

Citi Personal Wealth Management is a business of Citigroup Inc., which offers investment products through Citigroup Global Markets Inc. (“CGMI”), member SIPC. CGMI and Citibank, N.A. are affiliated companies under the common control of Citigroup Inc.

^© 2013 Citigroup Inc. Citi and Citi with Arc Design are registered service marks of Citigroup Inc. or its affiliates.