Investor Profile
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Investor Seeks:
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Investor Can Accept:
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¡
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Contingent coupon payment
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¡
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A holding period of approximately 6.0 months
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A short-term equity-linked investment
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The possibility of losing all of the principal amount invested
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Please review the “Risk Factors” section of the applicable preliminary pricing supplement for a complete description
of the risks associated with this investment
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For questions, please call your Financial Advisor
*The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All
maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and any principal amount due at maturity are subject to the applicable issuer or guarantor credit risk, with the
exception of the Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations. Please refer to the relevant investment’s offering documents and related material(s) for additional information.
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14
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CitiFirst Offerings
Brochure
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January 2013
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General Overview of Investments
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Investments
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Maturity
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Risk Profile*
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Return*
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Contingent
Absolute Return
MLDs/Notes
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1-2 Years
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Full principal amount due at maturity
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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
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Contingent Upside
Participation
MLDs/Notes
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1-3 Years
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Full principal amount due at maturity
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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
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Minimum Coupon
Notes
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3-5 Years
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Full principal amount due at maturity
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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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Safety First Trust
Certificates
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3-6 Years
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Full principal amount due at maturity
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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
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Investments
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Maturity
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Risk Profile*
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Return*
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ELKS
®
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6-13
Months
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Payment at maturity may be less than the principal amount
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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
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Buffer Notes
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1-2 Years
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Payment at maturity may be less than the principal amount
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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
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PACERSSM
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1-3 Years
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Payment at maturity may be less than the principal amount
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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
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LASERSSM
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3-4 Years
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Payment at maturity may be less than the principal amount
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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
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Maturity
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Risk Profile*
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Return*
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Upturn Notes
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1-2 Years
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Payment at maturity may be zero
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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
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Fixed Upside
Return Notes
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1-2 Years
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Payment at maturity may be zero
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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
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Strategic Market
Access Notes
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3-4 Years
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Payment at maturity may be zero
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The return on the investment equals the return of a unique index created by Citi
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*All returns and any principal amount due at maturity are subject to the
applicable issuer or guarantor credit risk, with the exception of Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations.
This is not a complete list of
CitiFirst structures. The descriptions above are not intended to completely describe how an investment works or to detail all of the terms, risks and benefits of a particular investment. The return profiles can change. Please refer to the offering
documents and related material(s) of a particular investment for a comprehensive description of the structure, terms, risks and benefits related to that investment.
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15
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CitiFirst Offerings
Brochure
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January 2013
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Important Information for the Monthly Offerings
Investment Information
The investments set forth in the previous
pages are intended for general indication only of the CitiFirst Investments offerings. The issuer reserves the right to terminate any offering prior to its pricing date or to close ticketing early on any offering.
SEC Registered (Public) Offerings
Each issuer and guarantor, if applicable,
has separately filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the “SEC”) for the SEC registered offerings by that issuer or guarantor, if applicable, to which this communication
relates. Before you invest in any of the registered offerings identified in this Offerings Brochure, you should read the prospectus in the applicable registration statement and the other documents the issuer and guarantor, if applicable, have filed
with the SEC for more complete information about that issuer, the guarantor, if applicable, and offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.
For Registered Offerings Issued by:
Citigroup Inc.
Issuer’s Registration Statement Number:
333-172554
Issuer’s CIK on the
SEC Website:
0001318281
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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16
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CitiFirst Offerings
Brochure
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January 2013
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Overview of Key Benefits
and Risks of CitiFirst Investments
Benefits
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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.
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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.
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Risks
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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 Global Markets Inc., its affiliates, and employees do not provide tax or legal advice. Investors should consult with their own professional
advisor(s) on such matters before investing in any structured investment.
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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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17
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CitiFirst Offerings
Brochure
|
January 2013
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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 Global Markets Inc., its affiliates and employees do not provide tax
or legal advice. To the extent that this brochure or any offering document(s) concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that may be imposed by law. Any such taxpayer
should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
ERISA and IRA Purchase
Considerations
Employee benefit plans subject to ERISA, entities the assets of which are deemed to constitute the assets of such plans, governmental
or other plans subject to laws substantially similar to ERISA and retirement accounts (including Keogh, SEP and SIMPLE plans, individual retirement accounts and individual retirement annuities) are permitted to purchase structured investments as
long as either (A) (1) no Citigroup Global Markets affiliate or employee is a fiduciary to such plan or retirement account that has or exercises any discretionary authority or control with respect to the assets of such plan or retirement
account used to purchase the structured investments or renders investment advice with respect to those assets, and (2) such plan or retirement account is paying no more than adequate consideration for the structured investments or (B) its
acquisition and holding of the structured in is not prohibited by any such provisions or laws or is exempt from any such prohibition.
However,
individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will
not
be permitted to purchase or hold the structured
investments if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney or a
family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the
purchase of structured investments by the account, plan or annuity.
You should refer to the section “ERISA Matters” in the applicable offering document(s) for more information.
Distribution Limitations and Considerations
This document may not be distributed in any jurisdiction where it is unlawful to do so. The investments described in this document may not be marketed, or sold or
be available for offer or sale in any jurisdiction outside of the U.S., unless explicitly stated in the offering document(s) and related materials. In particular:
WARNING TO INVESTORS IN HONG KONG ONLY: The contents of this document have not been reviewed by any regulatory authority in Hong Kong. Investors are advised to exercise caution in relation to the offer. If
Investors are in any doubt about any of the contents of this document, they should obtain independent professional advice.
This offer is not being made
in Hong Kong, by means of any document, other than (1) to persons whose ordinary business it is to buy or sell shares or debentures (whether as principal or agent); (2) to “professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (3) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies
Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO.
There is no
advertisement, invitation or document relating to structured investments, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other
than with respect to structured investments which are or are intended to be disposed of only to persons outside Hong Kong or only to the persons or in the circumstances described in the preceding paragraph.
WARNING TO INVESTORS IN SINGAPORE ONLY: This document has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and
Futures Act, Chapter 289 of the Singapore Statutes (the Securities and Futures Act). Accordingly, neither this document nor any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
structured investments may be circulated or distributed, nor may the structured investments be offered or sold,
or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to the public
or any member of the public in Singapore other than in circumstances where the registration of a prospectus is not required and thus only (1) to an institutional investor or other person falling within section 274 of the Securities and Futures
Act, (2) to a relevant person (as defined in section 275 of the Securities and Futures Act) or to any person pursuant to section 275(1A) of the Securities and Futures Act and in accordance with the conditions specified in section 275 of that
Act, or (3) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. No person receiving a copy of this document may treat the same as constituting any invitation to him/her,
unless in the relevant territory such an invitation could be lawfully made to him/her without compliance with any registration or other legal requirements or where such registration or other legal requirements have been complied with. Each of the
following relevant persons specified in Section 275 of the Securities and Futures Act who has subscribed for or purchased structured investments, namely a person who is:
(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited
investor, or
(b) a trust (other than a trust the trustee of which is an accredited investor) whose sole purpose is to hold investments and of which
each beneficiary is an individual who is an accredited investor, should note that securities of that corporation or the beneficiaries’ rights and interest in that trust may not be transferred for 6 months after that corporation or that trust
has acquired the structured investments under Section 275 of the Securities and Futures Act pursuant to an offer made in reliance on an exemption under Section 275 of the Securities and Futures Act unless:
(i) the transfer is made only to institutional investors, or relevant persons as defined in Section 275(2) of that Act, or arises from an offer referred to in
Section 275(1A) of that Act (in the case of a corporation) or in accordance with Section 276(4)(i)(B) of that Act (in the case of a trust);
(ii) no consideration is or will be given for the transfer; or
(iii) the transfer is by operation of law.
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18
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CitiFirst Offerings
Brochure
|
January 2013
|
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Notes
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:
+1 (212) 723-7005 and +1 (212) 723-7288
For more information, please go to
www.citifirst.com
Standard & Poor’s,” “S&P 500
®
,” and “S&P
®
” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Citigroup Inc.
©
2013 Citigroup Global Markets Inc. All rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its subsidiaries and are
used and registered throughout the world.
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