FWP
Filed pursuant to Rule 433
Registration No. 333-192302
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I am looking for a defensive investment. I want to receive my full principal amount at maturity, but I
also welcome the potential for enhanced returns through market exposure.
Overview*
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Full Principal Amount Due at Maturity
An Investment with full principal due at maturity, subject to the credit risk of the issuer. |
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Potential for Enhanced Returns
CitiFirst Protection investments also offer the chance of higher returns by gaining some exposure to the markets. |
Investment Profile (refers to the Equity Linked Note below)
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Time Horizon (In Years) |
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1 |
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2 |
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3 |
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4 |
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5 or more |
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Open-ended |
Risk |
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Very low |
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Low |
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Moderate |
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High |
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Very High |
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Speculative |
Investment Objective |
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Full Protection |
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Partial Protection |
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Conditional Protection |
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No Protection |
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Income |
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Growth |
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Example: Equity Linked Note |
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Return of Note at Maturity |
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7-year note, 100% principal due at maturity subject to the credit risk of the issuer, linked to the EURO STOXX 50® Index. If the underlying is above the initial index level on the valuation date, investors receive the principal amount of the notes plus the appreciation of the index (uncapped) at maturity. If
the underlying is less than or equal to the initial index level on the valuation date, investors receive the principal amount of the notes at maturity. |
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Note: Citigroup Inc. and its affiliates do not guarantee that a secondary market will develop in any CitiFirst product you purchase. If a secondary market does develop it may not be liquid
and may not continue for the term of the product. If the secondary market is limited there may be few buyers should you choose to sell the product prior to maturity and this may reduce the price you receive. There is no guarantee that investors
wishing to liquidate an investment in such products prior to the stated maturity will receive a price equal to or in excess of the initial principal amount invested. |
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*All returns and any principal amount due at maturity are subject to the applicable issuers credit risk,
subject to applicable limitations. 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 materials of a particular investment for a comprehensive description of the structure, terms, risks and benefits related to that investment. Investors should review the section headed Risk Factors or
equivalent of the applicable offering documents for a complete description of the risks associated with a particular investment.
For Financial Advisors Only. Not For
Onward Distribution.
3
Important Information about
CitiFirst Investments
SEC Registered (Public) Offerings
Each issuer has 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, you should read the prospectus in the applicable registration statement and the other documents the issuer, has filed with the SEC for more complete
information about the issuer, and offerings. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. 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 offerings described in this brochure are not bank deposits and are not insured by the Federal Deposit Insurance Corporation
(FDIC) or any other governmental agency, or instrumentality.
Investment Information
This brochure does not, by itself, constitute an offering of any specific CitiFirst product. Any figures or terms provided in this brochure are
sample product terms, illustrative and are no indication of what final terms or actual returns will be. This brochure does not consider the effect taxes and fees will have on your returns. The terms of each product vary from offering to offering.
Before making an investment in a specific product, you should obtain and carefully read the legal documents relating to that product offering, which will contain additional information needed to evaluate
the investment and provide important disclosures regarding risks, fees and expenses. Additionally, such legal documents will contain the only complete description, and final terms, of the terms
and conditions of that product.
Citigroup Inc. and its affiliates (Citi) do not guarantee that a secondary market will
develop in any CitiFirst product you purchase. If a secondary market does develop it may not be liquid and may not continue for the term of the product. If the secondary market is limited there may be few buyers should you choose to sell the product
prior to maturity and this may reduce the price you receive. There is no guarantee that investors wishing to liquidate an investment in such products prior to the stated maturity will receive a price equal to or in excess of the initial principal
amount invested.
Citi is not acting as your advisor or agent. Citi accepts no responsibility for the tax treatment of any investment
product, whether or not it is involved in the administration of trusts or companies for which the product is purchased. Before making any commitment to invest, you should take whatever business, legal, tax, accounting or other advice you consider
necessary given your particular circumstances. If you invest in a CitiFirst product it is your responsibility to arrange to account for any tax lawfully due from you on the income or gains arising from such investment. Citi does not provide
business, legal, tax or accounting advice and makes no representation in respect of any of them. If you have any doubt about the suitability of these investments, you should contact your own advisers for advice.
For Financial Advisors Only. Not For
Onward Distribution.
4
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 investments 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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Potential for Loss The terms of certain investments provide that the full principal amount is due at maturity, subject to the issuer credit risk. However, if an investor sells or redeems
such investment prior to maturity, the investor may receive an amount less than his/her original investment. |
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Appreciation May Be Limited Depending on the investment, an investors 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 issuers 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. |
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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 Investments 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
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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 issuers 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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For Financial Advisors Only. Not For
Onward Distribution.
5
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 taxpayers 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 headed ERISA Considerations or equivalent 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.
For Financial Advisors Only. Not For
Onward Distribution.
CitiFirst
To discuss CitiFirst investment ideas and
strategies in the Americas, please contact us:
+1 (212) 723-3136
www.citifirst.com
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© 2014 Citigroup Inc. All rights reserved. Citi and Citi Arc Design are trademarks and service marks of Citigroup
Inc. or its affiliates and are used and registered throughout the world. |
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For Financial Advisors Only. Not For
Onward Distribution.