FWP
Filed pursuant to Rule 433
Registration No. 333-192302
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CitiFirst Offerings Brochure | June 2015
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Table of Contents
For all offerings documented herein (other than the Market-Linked Certificates of Deposit):
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Investment Products |
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Not FDIC Insured
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May Lose Value
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No Bank Guarantee
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CitiFirst Offerings Brochure | June 2015
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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
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
CitiFirst Performance
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
CitiFirst Opportunity
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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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 | June 2015
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| Annual Reset Coupon Securities Based on the Russell 2000® Index |
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Indicative Terms*
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| Issuer: |
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Citigroup Inc. |
| Underlying index: |
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The Russell
2000® Index (ticker symbol: “RTY”) |
| Stated principal amount: |
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$1,000 per security |
| Pricing date: |
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June , 2015 (expected to be June 26,
2015) |
| Issue date: |
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June , 2015 (two business days after the pricing
date) |
| Coupon payment dates: |
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Annually on the day of each June (expected to be the 30th day
of each June), commencing June 2016, or if such day is not a business day, the immediately following business day, provided that, if the valuation date immediately preceding any coupon payment date is postponed, such coupon payment date will be
postponed for the same number of business days and no additional interest will accrue as a result of such delayed payment. Notwithstanding the foregoing, the coupon payment date for the final valuation date will be the maturity
date. |
| Valuation dates: |
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With respect to each coupon payment date, the fifth business day preceding such
coupon payment date, and are expected to be June 23, 2016, June 23, 2017, June 25, 2018, June 24, 2019, June 23, 2020 and June 23, 2021 (the “final valuation date”), each subject to postponement if such date is not a scheduled trading day
or if certain market disruption events occur. |
| Annual observation period: |
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The period commencing on and including the pricing date and ending on and including
the first valuation date, and each subsequent period from and including a valuation date to and including the next succeeding valuation date. We refer to the pricing date together with the valuation dates as the “observation
dates”. |
| Maturity date: |
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June , 2021 (expected to be June 30,
2021) |
| Coupon: |
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On each annual coupon payment date, the
securities will pay a coupon at an annual rate determined as follows: • If the applicable annual index return percentage is zero or positive:
5.00% to 5.50% (to be determined on the
pricing date)
• If the applicable annual index return percentage is negative: 3.00%
If the annual index return percentage for any coupon payment date is negative (meaning that the closing level of the underlying
index is lower at the end of the most recent annual observation period than it was at the beginning of that annual observation period), you will only receive the lower of the two possible annual interest rates specified
above. |
| Annual index return percentage: |
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For any annual coupon payment date, the annual index return percentage is the
percentage change from the closing level of the underlying index on the observation date occurring at the beginning of the most recently ended annual observation period to the closing level of the underlying index on the observation date occurring
at the end of that annual observation period, calculated as follows: (i) final annual index level minus initial
annual index level, divided by (ii) initial annual index level |
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 | June 2015
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5 |
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| Initial annual index level: |
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For purposes of calculating the annual index return percentage, the closing level of
the underlying index on the observation date occurring at the beginning of the relevant annual observation period |
| Final annual index level: |
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For purposes of calculating the annual index return percentage, the closing level of
the underlying index on the observation date occurring at the end of the relevant annual observation period |
| Payment at maturity: |
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At maturity, for each security you then hold, you will receive the applicable
annual coupon payment plus:
• If the final index level is
greater than or equal to the buffer level:
$1,000
• If the final index level is less than the buffer level: ($1,000 x the index performance factor) + $150.00
If the final index level is less than the buffer level, 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: |
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, the closing
level of the underlying index on the pricing date |
| Final index level: |
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The closing level of the underlying index on the valuation date |
| Index performance factor: |
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The final index level
divided by the initial index level |
| Buffer level: |
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, 85.00% of
the initial index level |
| Listing: |
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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: |
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17298CBX5 |
Investor Profile
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| Investor Seeks: |
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Investor Can Accept: |
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A medium-term equity index-linked investment |
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A holding period of approximately 6 years |
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Contingent coupon |
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The possibility of losing a significant portion of the principal amount invested |
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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 is 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 | June 2015
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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 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 1-800-831-9146.
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CitiFirst Offerings Brochure | June 2015
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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 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. |
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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 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 |
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any principal due at maturity, and therefore investors are subject to the credit risk of the applicable issuer. |
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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, and the applicable 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. |
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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 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 interests of the investor.
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CitiFirst Offerings Brochure | June 2015
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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 Citi 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 investment 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 permitted under applicable law and in accordance with the offering documents 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.
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) 723-3136
For more information, please go to www.citifirst.com
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| “Russell 2000® Index” is a trademark of
the Russell Investment Group and has been licensed for use by Citigroup Inc. |
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| ©2015 Citigroup Inc. Citi and Citi with Arc Design
are registered service marks of Citigroup Inc. or its affiliates. |
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