The information in this preliminary pricing supplement is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. This preliminary pricing supplement and the accompanying product supplement, prospectus supplement and prospectus are not an offer to sell these securities, nor are they soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 17, 2015
|
|
Citigroup Inc.
|
March , 2015
Medium-Term Senior Notes, Series G
Pricing Supplement No. 2015-CMTNG0437
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-192302
|
▪
|
The notes offered by this pricing supplement are unsecured senior debt securities issued by Citigroup Inc. Unlike conventional debt securities, the notes do not pay interest. Instead, the notes offer the potential for a positive return at maturity based on the performance of a basket (the “underlying basket”) of eight stocks (each, a “basket component” and collectively, the “basket components”) as described below.
|
▪
|
The notes provide modified exposure to the underlying basket. Your return on the notes depends on the performance of each basket component and on which three basket components have the greatest return from their initial share price to their final share price. If the basket return is positive, you will receive a positive return at maturity equal to that positive performance. However, if the basket return is equal to or less than zero, you will be repaid the stated principal amount of your notes at maturity but will not receive any return on your investment. Even if the basket return is positive, so that you do receive a positive return at maturity, there is no assurance that your total return at maturity on the notes will compensate you for the effects of inflation or be as great as the yield you could have achieved on a conventional debt security of ours of comparable maturity.
|
▪
|
Investors in the notes must be willing to forgo any dividends that may be paid on the stocks that compose the underlying basket during the seven-year term of the notes. If the basket return is zero or negative, you will not receive any return on your investment in the notes.
|
▪
|
In order to obtain the modified exposure to the underlying basket that the notes provide, investors must be willing to accept (i) an investment that may have limited or no liquidity and (ii) the risk of not receiving any amount due under the notes if we default on our obligations. All payments on the notes are subject to the credit risk of Citigroup Inc.
|
KEY TERMS
|
||||||
Basket:
|
Basket Component (NYSE ticker symbol)
|
Weighting
|
Initial Share Price*
|
|||
Shares of common stock of Discover Financial Services (“DFS”)
|
12.50%
|
$
|
||||
Shares of Class B common stock of NIKE, Inc. (“NKE”)
|
12.50%
|
$
|
||||
Shares of common stock of Sysco Corporation (“SYY”)
|
12.50%
|
$
|
||||
Shares of common stock of Best Buy Co., Inc. (“BBY”)
|
12.50%
|
$
|
||||
Shares of common stock of Capital One Financial Corporation (“COF”)
|
12.50%
|
$
|
||||
Shares of common stock of The Hershey Company (“HSY”)
|
12.50%
|
$
|
||||
Shares of common stock of Foot Locker, Inc. (“FL”)
|
12.50%
|
$
|
||||
Shares of common stock of Darden Restaurants, Inc.(“DRI”)
|
12.50%
|
$
|
||||
* The initial share price for each basket component will be the closing price of that basket component on the pricing date
|
||||||
Aggregate stated principal amount:
|
$
|
|||||
Stated principal amount:
|
$1,000 per note
|
|||||
Pricing date:
|
March , 2015 (expected to be March 23, 2015)
|
|||||
Issue date:
|
March , 2015 (expected to be March 27, 2015). See “Supplemental Plan of Distribution” in this pricing supplement for more information.
|
|||||
Valuation date:
|
March , 2022 (expected to be March 23, 2022), subject to postponement if such date is not a scheduled trading day for a basket component or if certain market disruption events occur with respect to a basket component
|
|||||
Maturity date:
|
March , 2022 (expected to be March 28, 2022)
|
|||||
Payment at maturity:
|
For each note you hold at maturity, the $1,000 stated principal amount plus the note return amount, which will be either zero or positive
|
|||||
Note return amount:
|
§ If the basket return is greater than zero: $1,000 x the basket return
§ If the basket return is less than or equal to zero: $0
|
|||||
Basket return:
|
The sum of the weighted component returns of the basket components determined on the valuation date
|
|||||
Weighted component return:
|
For each basket component, the component return for such basket component multiplied by the weighting for such basket component
|
|||||
Component return:
|
§ For the three basket components with the three greatest share return percentages:
the fixed component return
§ For the remaining five basket components:
the share return percentage
|
|||||
Fixed component return:
|
55.00% to 60.00% (to be determined on the pricing date)
|
|||||
Share return percentage:
|
For each basket component: (final share price – initial share price) / initial share price
|
|||||
Final share price:
|
For each basket component, the closing price of one share of that basket component on the valuation date
|
|||||
Listing:
|
The notes will not be listed on any securities exchange
|
|||||
CUSIP / ISIN:
|
1730T06L8 / US1730T06L86
|
|||||
Underwriter:
|
Citigroup Global Markets Inc. (“CGMI”), an affiliate of the issuer, acting as principal
|
|||||
Underwriting fee and issue price:
|
Issue price(1)(2)
|
Underwriting fee(2)
|
Proceeds to issuer
|
|||
Per note:
|
$1,000.00
|
$20.00
|
$980.00
|
|||
Total:
|
$
|
$
|
$
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Basket component
|
Hypothetical Initial Share Price
|
Hypothetical Final Share Price
|
Hypothetical Share Return Percentage
|
Hypothetical Component Return
|
Hypothetical Weighted Component Return
|
Discover Financial
Services
|
$60.00
|
$69.00
|
15.00%
|
55.00%
|
6.875%
|
NIKE, Inc.
|
$97.00
|
$98.94
|
2.00%
|
2.00%
|
0.250%
|
Sysco Corporation
|
$39.00
|
$41.34
|
6.00%
|
6.00%
|
0.750%
|
Best Buy Co., Inc.
|
$41.00
|
$38.95
|
-5.00%
|
-5.00%
|
-0.625%
|
Capital One Financial Corporation
|
$81.00
|
$85.05
|
5.00%
|
5.00%
|
0.625%
|
The Hershey Company
|
$101.00
|
$131.30
|
30.00%
|
55.00%
|
6.875%
|
Foot Locker, Inc.
|
$61.00
|
$71.98
|
18.00%
|
55.00%
|
6.875%
|
Darden Restaurants, Inc.
|
$64.00
|
$57.60
|
-10.00%
|
-10.00%
|
-1.250%
|
Hypothetical Basket Return =
|
20.375%
|
||||
Hypothetical Note Return Amount =
|
$203.75
|
March 2015
|
PS-2
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Basket component
|
Hypothetical Initial Share Price
|
Hypothetical Final Share Price
|
Hypothetical Share Return Percentage
|
Hypothetical Component Return
|
Hypothetical Weighted Component Return
|
Discover Financial
Services
|
$60.00
|
$66.00
|
10.00%
|
10.00%
|
1.250%
|
NIKE, Inc.
|
$97.00
|
$169.75
|
75.00%
|
55.00%
|
6.875%
|
Sysco Corporation
|
$39.00
|
$64.35
|
65.00%
|
55.00%
|
6.875%
|
Best Buy Co., Inc.
|
$41.00
|
$44.28
|
2.00%
|
2.00%
|
0.250%
|
Capital One Financial Corporation
|
$81.00
|
$86.67
|
7.00%
|
7.00%
|
0.875%
|
The Hershey Company
|
$101.00
|
$116.15
|
15.00%
|
15.00%
|
1.875%
|
Foot Locker, Inc.
|
$61.00
|
$64.05
|
5.00%
|
5.00%
|
0.625%
|
Darden Restaurants, Inc.
|
$64.00
|
$115.20
|
80.00%
|
55.00%
|
6.875%
|
Hypothetical Basket Return =
|
25.50%
|
||||
Hypothetical Note Return Amount =
|
$255.00
|
Basket component
|
Hypothetical Initial Share Price
|
Hypothetical Final Share Price
|
Hypothetical Share Return Percentage
|
Hypothetical Component Return
|
Hypothetical Weighted Component Return
|
Discover Financial
Services
|
$60.00
|
$114.00
|
90.00%
|
90.00%
|
11.250%
|
NIKE, Inc.
|
$97.00
|
$164.90
|
70.00%
|
70.00%
|
8.750%
|
Sysco Corporation
|
$39.00
|
$62.40
|
60.00%
|
60.00%
|
7.500%
|
Best Buy Co., Inc.
|
$41.00
|
$86.10
|
110.00%
|
55.00%
|
6.875%
|
Capital One Financial Corporation
|
$81.00
|
$162.00
|
100.00%
|
55.00%
|
6.875%
|
The Hershey Company
|
$101.00
|
$191.90
|
90.00%
|
90.00%
|
11.250%
|
Foot Locker, Inc.
|
$61.00
|
$146.40
|
140.00%
|
55.00%
|
6.875%
|
Darden Restaurants, Inc.
|
$64.00
|
$118.40
|
85.00%
|
85.00%
|
10.625%
|
Hypothetical Basket Return =
|
70.00%
|
||||
Hypothetical Note Return Amount =
|
$700.00
|
March 2015
|
PS-3
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Basket component
|
Hypothetical Initial Share Price
|
Hypothetical Final Share Price
|
Hypothetical Share Return Percentage
|
Hypothetical Component Return
|
Hypothetical Weighted Component Return
|
Discover Financial
Services
|
$60.00
|
$63.00
|
5.00%
|
55.00%
|
6.875%
|
NIKE, Inc.
|
$97.00
|
$33.95
|
-65.00%
|
-65.00%
|
-8.125%
|
Sysco Corporation
|
$39.00
|
$39.39
|
1.00%
|
55.00%
|
6.875%
|
Best Buy Co., Inc.
|
$41.00
|
$39.36
|
-4.00%
|
55.00%
|
6.875%
|
Capital One Financial Corporation
|
$81.00
|
$52.65
|
-35.00%
|
-35.00%
|
-4.375%
|
The Hershey Company
|
$101.00
|
$55.55
|
-45.00%
|
-45.00%
|
-5.625%
|
Foot Locker, Inc.
|
$61.00
|
$45.75
|
-25.00%
|
-25.00%
|
-3.125%
|
Darden Restaurants, Inc.
|
$64.00
|
$57.60
|
-10.00%
|
-10.00%
|
-1.250%
|
Hypothetical Basket Return =
|
-1.875%
|
||||
Hypothetical Note Return Amount =
|
$0.00
|
▪
|
You may not receive any return on your investment in the notes. You will receive a positive return on your investment in the notes only if the basket return is positive. If the basket return is equal to or less than zero, you will receive only the stated principal amount of $1,000 for each note you hold at maturity. As the notes do not pay any interest, even if the basket return is positive, there is no assurance that your total return at maturity on the notes will be as great as could have been achieved on conventional debt securities of ours of comparable maturity.
|
▪
|
Negative returns from some basket components may more than offset positive returns from the other basket components, resulting in no return on the notes. The basket components are equally weighted, thus having equal contributions to the basket return. While the component return for three basket components will equal the fixed component return of 55.00% to 60.00% (to be determined on the pricing date), the component returns for the other five basket components will equal the performance of the relevant basket component from its initial share price to its final share price. Therefore, when the weighted component returns of the basket components are added to determine the basket return, the negative contribution of the depreciating basket components may more than offset the positive contribution of the appreciating basket components (including
|
March 2015
|
PS-4
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
▪
|
The notes do not pay interest. Unlike conventional debt securities, the notes do not pay interest or any other amounts prior to maturity. You should not invest in the notes if you seek current income during the term of the notes.
|
▪
|
Although the notes provide for the repayment of the stated principal amount at maturity, you may nevertheless suffer a loss on your investment in real value terms if the basket return is negative or if the basket components do not appreciate sufficiently from their initial share prices to their final share prices. This is because inflation may cause the real value of the stated principal amount to be less at maturity than it is at the time you invest, and because an investment in the notes represents a forgone opportunity to invest in an alternative asset that does generate a positive real return. This potential loss in real value terms is significant given the 7-year term of the notes. You should carefully consider whether an investment that may not provide for any return on your investment, or may provide a return that is lower than the return on alternative investments, is appropriate for you.
|
▪
|
Investing in the notes is not equivalent to investing in the basket components. You will not have voting rights, rights to receive dividends or other distributions or any other rights with respect to the basket components. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the notes.
|
▪
|
The notes are subject to the credit risk of Citigroup Inc. If we default on our obligations under the notes, you may not receive anything owed to you under the notes.
|
▪
|
The notes will not be listed on a securities exchange and you may not be able to sell them prior to maturity. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. CGMI currently intends to make a secondary market in relation to the notes and to provide an indicative bid price for the notes on a daily basis. Any indicative bid price for the notes provided by CGMI will be determined in CGMI’s sole discretion, taking into account prevailing market conditions and other relevant factors, and will not be a representation by CGMI that the notes can be sold at that price, or at all. CGMI may suspend or terminate making a market and providing indicative bid prices without notice, at any time and for any reason. If CGMI suspends or terminates making a market, there may be no secondary market at all for the notes because it is likely that CGMI will be the only broker-dealer that is willing to buy your notes prior to maturity. Accordingly, an investor must be prepared to hold the notes until maturity.
|
▪
|
Sale of the notes prior to maturity may result in a loss of principal. You will be entitled to receive at least the full stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity. The value of the notes may fluctuate during the term of the notes, and if you are able to sell your notes prior to maturity, you may receive less than the full stated principal amount of your notes.
|
▪
|
The basket components may offset each other. The performances of the basket components may not correlate with each other. If one or more of the basket components appreciates, the other basket components may not appreciate as much or may even depreciate. In such event, the appreciation of one or more of the basket components may be moderated, wholly offset or more than offset by lesser appreciation or by depreciation in the price of the other basket components. Although the basket components will be subject to certain common risks, they operate in a variety of sectors and regions (including outside North America) and will be subject to risks that affect those different sectors and regions, as well as idiosyncratic risks particular to each issuer.
|
▪
|
The basket components may be highly correlated in decline. The performances of the basket components may become highly correlated during periods of declining prices. This may occur because of events that have broad effects on markets generally, or on the sectors in which the basket components operate specifically. If the basket components become correlated in decline, the depreciation of one basket component will not be offset by the performance of any other basket component and, in fact, each basket component will contribute to an overall decline in the value of the underlying basket.
|
▪
|
Your payment at maturity depends on the closing prices of the basket components on a single day. Because your payment at maturity depends on the closing prices of the basket components solely on the valuation date, you are subject to the risk that the closing prices of the basket components on that day may be lower, and possibly significantly lower, than on one or more other dates during the term of the notes. If you had invested directly in the basket components, or if the payment at maturity were based on an average of the closing prices of the basket components throughout the term of the notes, you might have achieved better returns.
|
▪
|
The estimated value of the notes on the pricing date, based on CGMI’s proprietary pricing models and our internal funding rate, will be less than the issue price. The difference is attributable to certain costs associated with selling, structuring and hedging the notes that are included in the issue price. These costs include (i) the selling concessions paid in connection with the offering of the notes, (ii) hedging and other costs incurred by us and our affiliates in connection with the offering of the notes and (iii) the expected profit (which may be more or less than actual profit) to CGMI or other of our affiliates in connection with hedging our obligations under the notes. These costs adversely affect the economic terms of the notes because, if they were lower,
|
March 2015
|
PS-5
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
▪
|
The estimated value of the notes was determined for us by our affiliate using proprietary pricing models. CGMI derived the estimated value disclosed on the cover page of this pricing supplement from its proprietary pricing models. In doing so, it may have made discretionary judgments about the inputs to its models, such as the volatility of the basket components, the correlation among the basket components, dividend yields on the basket components and interest rates. CGMI’s views on these inputs may differ from your or others’ views, and as an underwriter in this offering, CGMI’s interests may conflict with yours. Both the models and the inputs to the models may prove to be wrong and therefore not an accurate reflection of the value of the notes. Moreover, the estimated value of the notes set forth on the cover page of this pricing supplement may differ from the value that we or our affiliates may determine for the notes for other purposes, including for accounting purposes. You should not invest in the notes because of the estimated value of the notes. Instead, you should be willing to hold the notes to maturity irrespective of the initial estimated value.
|
▪
|
The estimated value of the notes would be lower if it were calculated based on our secondary market rate. The estimated value of the notes included in this pricing supplement is calculated based on our internal funding rate, which is the rate at which we are willing to borrow funds through the issuance of the notes. Our internal funding rate is generally lower than the market rate implied by traded instruments referencing our debt obligations in the secondary market for those debt obligations, which we refer to as our secondary market rate. If the estimated value included in this pricing supplement were based on our secondary market rate, rather than our internal funding rate, it would likely be lower. We determine our internal funding rate based on factors such as the costs associated with the notes, which are generally higher than the costs associated with conventional debt securities, and our liquidity needs and preferences. Our internal funding rate is not an interest rate that we will pay to investors in the notes, which do not bear interest.
|
▪
|
The estimated value of the notes is not an indication of the price, if any, at which CGMI or any other person may be willing to buy the notes from you in the secondary market. Any such secondary market price will fluctuate over the term of the notes based on the market and other factors described in the next risk factor. Moreover, unlike the estimated value included in this pricing supplement, any value of the notes determined for purposes of a secondary market transaction will be based on our secondary market rate, which will likely result in a lower value for the notes than if our internal funding rate were used. In addition, any secondary market price for the notes will be reduced by a bid-ask spread, which may vary depending on the aggregate stated principal amount of the notes to be purchased in the secondary market transaction, and the expected cost of unwinding related hedging transactions. As a result, it is likely that any secondary market price for the notes will be less than the issue price.
|
▪
|
The value of the notes prior to maturity will fluctuate based on many unpredictable factors. The value of your notes prior to maturity will fluctuate based on a number of factors, including the price and volatility of the basket components, the correlation among the basket components, dividend yields on the basket components, interest rates generally, the time remaining to maturity and our creditworthiness. You should understand that the value of your notes at any time prior to maturity may be significantly less than the stated principal amount.
|
▪
|
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. The amount of this temporary upward adjustment will steadily decline to zero over the temporary adjustment period. See “Valuation of the Notes” in this pricing supplement.
|
▪
|
Even if the issuer of a basket component pays a dividend that it identifies as special or extraordinary, no adjustment will be required under the notes for that dividend unless it meets the criteria specified in the accompanying product supplement. In general, an adjustment will not be made under the terms of the notes for any cash dividend paid on a basket component unless the amount of the dividend per share of that basket component, together with any other dividends paid in the same quarter, exceeds the dividend paid per share of that basket component in the most recent quarter by an amount equal to at least 10% of the closing price of the shares of that basket component on the date of declaration of the dividend. Any dividend will reduce the closing price of the shares of that basket component by the amount of the dividend per share of that basket component. If the issuer of a basket component pays any dividend for which an adjustment is not made under the terms of the notes, holders of the notes will be adversely affected. See “Description of the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Dilution and Reorganization Adjustments—Certain Extraordinary Cash Dividends” in the accompanying product supplement.
|
▪
|
Our offering of the notes does not constitute a recommendation of the underlying basket or the economic sectors in which the basket components operate. The fact that we are offering the notes does not mean that we believe that investing in an instrument linked to the underlying basket or those sectors is likely to achieve favorable returns. In fact, as we are part of a global financial institution, our affiliates may have positions (including short positions) in the basket components or in instruments related to the basket components, and may publish research or express opinions, that in each case are inconsistent with an investment linked to
|
March 2015
|
PS-6
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
▪
|
The prices of the basket components may be adversely affected by our or our affiliates’ hedging and other trading activities. We expect to hedge our obligations under the notes through CGMI or other of our affiliates, who may take positions directly in the basket components or in instruments related to the basket components and may adjust such positions during the term of the notes. Our affiliates also trade the basket components and other financial instruments related to the basket components on a regular basis (taking long or short positions or both), for their accounts, for other accounts under their management or to facilitate transactions on behalf of customers. These activities could affect the prices of the basket components in a way that negatively affects the value of the notes. They could also result in substantial returns for us or our affiliates while the value of the notes declines.
|
▪
|
We and our affiliates may have economic interests that are adverse to yours as a result of our affiliates’ business activities. Our affiliates may currently or from time to time engage in business with the issuers of the basket components, including extending loans to, making equity investments in or providing advisory services to such issuers. In the course of this business, we or our affiliates may acquire non-public information about such issuers, which we will not disclose to you. Moreover, if any of our affiliates is or becomes a creditor of any such issuer, they may exercise any remedies against such issuer that are available to them without regard to your interests.
|
▪
|
An adjustment will not be made for all events that may have a dilutive effect on or otherwise adversely affect the prices of the basket components. For example, we will not make any adjustment for ordinary dividends or extraordinary dividends that do not meet the criteria described above, partial tender offers or additional public offerings of the basket components. Moreover, the adjustments we do make may not fully offset the dilutive or adverse effect of the particular event. Investors in the notes may be adversely affected by such an event in a circumstance in which a direct holder of the basket components would not.
|
▪
|
If any basket component is delisted, we may call the notes prior to maturity for an amount that may be less than the stated principal amount. If we exercise this call right, you will receive the amount described under “Description of the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Delisting of Company Shares” in the accompanying product supplement. This amount may be less, and possibly significantly less, than the stated principal amount of the notes.
|
▪
|
The notes may become linked to shares of an issuer other than the issuer of the original basket component upon the occurrence of a reorganization event or upon the delisting of a basket component. For example, if the issuer of a basket component enters into a merger agreement that provides for holders of its common stock to receive stock of another entity, the stock of such other entity will become the common stock represented by the basket component for all purposes of the notes upon consummation of the merger. Additionally, if a basket component is delisted and we do not exercise our call right, the calculation agent may, in its sole discretion, select shares representing the common stock of another issuer to be a successor basket component. See “Description of the Notes—Certain Additional Terms for Notes Linked to ETF Shares or Company Shares—Delisting of Company Shares” in the accompanying product supplement.
|
▪
|
The calculation agent, which is an affiliate of ours, will make important determinations with respect to the notes. If certain events occur, such as market disruption events, corporate events with respect to the issuers of the basket components that may require a dilution adjustment or the delisting of a basket component, CGMI, as calculation agent, will be required to make certain judgments that could significantly affect your payment at maturity. In making these judgments, the calculation agent’s interests as an affiliate of ours could be adverse to your interests as a holder of the notes.
|
March 2015
|
PS-7
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
March 2015
|
PS-8
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
March 2015
|
PS-9
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of Discover Financial Services
|
High
|
Low
|
2010
|
||
First Quarter
|
$15.52
|
$12.76
|
Second Quarter
|
$16.26
|
$12.43
|
Third Quarter
|
$16.77
|
$13.84
|
Fourth Quarter
|
$19.27
|
$16.31
|
2011
|
||
First Quarter
|
$24.98
|
$18.62
|
Second Quarter
|
$26.75
|
$22.43
|
Third Quarter
|
$27.52
|
$20.73
|
Fourth Quarter
|
$25.43
|
$22.09
|
2012
|
||
First Quarter
|
$33.83
|
$24.21
|
Second Quarter
|
$34.58
|
$30.72
|
Third Quarter
|
$39.73
|
$34.18
|
Fourth Quarter
|
$41.61
|
$37.96
|
2013
|
||
First Quarter
|
$45.02
|
$37.80
|
Second Quarter
|
$49.14
|
$42.25
|
Third Quarter
|
$52.82
|
$47.21
|
Fourth Quarter
|
$55.95
|
$48.74
|
2014
|
||
First Quarter
|
$59.41
|
$52.21
|
Second Quarter
|
$62.44
|
$55.15
|
Third Quarter
|
$65.59
|
$59.15
|
Fourth Quarter
|
$66.38
|
$60.42
|
2015
|
||
First Quarter (through March 12, 2015)
|
$65.36
|
$54.38
|
Discover Financial Services – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-10
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Class B Common Stock of NIKE, Inc.
|
High
|
Low
|
2010
|
||
First Quarter
|
$37.33
|
$30.65
|
Second Quarter
|
$39.12
|
$33.78
|
Third Quarter
|
$40.32
|
$33.61
|
Fourth Quarter
|
$46.15
|
$39.94
|
2011
|
||
First Quarter
|
$44.94
|
$37.73
|
Second Quarter
|
$44.99
|
$38.27
|
Third Quarter
|
$46.83
|
$39.29
|
Fourth Quarter
|
$48.89
|
$41.53
|
2012
|
||
First Quarter
|
$56.07
|
$48.41
|
Second Quarter
|
$57.20
|
$43.89
|
Third Quarter
|
$50.42
|
$44.43
|
Fourth Quarter
|
$52.80
|
$45.30
|
2013
|
||
First Quarter
|
$59.56
|
$51.84
|
Second Quarter
|
$65.91
|
$58.26
|
Third Quarter
|
$73.64
|
$62.33
|
Fourth Quarter
|
$79.86
|
$70.28
|
2014
|
||
First Quarter
|
$79.64
|
$70.51
|
Second Quarter
|
$77.68
|
$70.83
|
Third Quarter
|
$89.50
|
$76.35
|
Fourth Quarter
|
$99.33
|
$85.09
|
2015
|
||
First Quarter (through March 12, 2015)
|
$98.75
|
$91.17
|
NIKE, Inc. – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-11
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of Sysco Corporation
|
High
|
Low
|
2010
|
||
First Quarter
|
$29.72
|
$27.00
|
Second Quarter
|
$31.54
|
$28.57
|
Third Quarter
|
$31.44
|
$27.29
|
Fourth Quarter
|
$30.13
|
$28.33
|
2011
|
||
First Quarter
|
$30.50
|
$27.45
|
Second Quarter
|
$32.65
|
$27.88
|
Third Quarter
|
$31.55
|
$25.87
|
Fourth Quarter
|
$29.51
|
$25.47
|
2012
|
||
First Quarter
|
$30.90
|
$28.91
|
Second Quarter
|
$30.10
|
$27.26
|
Third Quarter
|
$31.27
|
$28.31
|
Fourth Quarter
|
$32.39
|
$29.89
|
2013
|
||
First Quarter
|
$35.17
|
$30.88
|
Second Quarter
|
$35.24
|
$33.35
|
Third Quarter
|
$36.03
|
$31.47
|
Fourth Quarter
|
$37.62
|
$31.16
|
2014
|
||
First Quarter
|
$36.89
|
$34.51
|
Second Quarter
|
$37.85
|
$35.34
|
Third Quarter
|
$38.75
|
$35.54
|
Fourth Quarter
|
$40.91
|
$36.22
|
2015
|
||
First Quarter (through March 12, 2015)
|
$41.25
|
$38.40
|
Sysco Corporation – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-12
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of Best Buy Co., Inc.
|
High
|
Low
|
2010
|
||
First Quarter
|
$43.16
|
$35.40
|
Second Quarter
|
$48.58
|
$33.86
|
Third Quarter
|
$40.83
|
$31.39
|
Fourth Quarter
|
$44.86
|
$33.46
|
2011
|
||
First Quarter
|
$35.91
|
$28.72
|
Second Quarter
|
$32.48
|
$28.15
|
Third Quarter
|
$32.28
|
$23.30
|
Fourth Quarter
|
$28.37
|
$22.12
|
2012
|
||
First Quarter
|
$27.51
|
$23.23
|
Second Quarter
|
$23.64
|
$18.02
|
Third Quarter
|
$22.20
|
$16.93
|
Fourth Quarter
|
$18.40
|
$11.29
|
2013
|
||
First Quarter
|
$23.20
|
$11.59
|
Second Quarter
|
$28.06
|
$21.64
|
Third Quarter
|
$39.10
|
$28.47
|
Fourth Quarter
|
$44.33
|
$35.67
|
2014
|
||
First Quarter
|
$40.68
|
$22.72
|
Second Quarter
|
$31.04
|
$24.12
|
Third Quarter
|
$34.96
|
$29.03
|
Fourth Quarter
|
$39.69
|
$29.72
|
2015
|
||
First Quarter (through March 12, 2015)
|
$40.85
|
$34.04
|
Best Buy Co., Inc. – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-13
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of Capital One Financial Corporation
|
High
|
Low
|
2010
|
||
First Quarter
|
$43.02
|
$34.63
|
Second Quarter
|
$46.73
|
$38.02
|
Third Quarter
|
$45.00
|
$37.12
|
Fourth Quarter
|
$42.78
|
$36.55
|
2011
|
||
First Quarter
|
$52.76
|
$43.68
|
Second Quarter
|
$56.21
|
$47.87
|
Third Quarter
|
$54.31
|
$37.63
|
Fourth Quarter
|
$47.07
|
$37.75
|
2012
|
||
First Quarter
|
$57.15
|
$43.75
|
Second Quarter
|
$56.36
|
$48.40
|
Third Quarter
|
$59.37
|
$53.36
|
Fourth Quarter
|
$61.40
|
$54.77
|
2013
|
||
First Quarter
|
$62.88
|
$50.80
|
Second Quarter
|
$62.81
|
$52.76
|
Third Quarter
|
$69.70
|
$63.59
|
Fourth Quarter
|
$76.61
|
$67.83
|
2014
|
||
First Quarter
|
$78.02
|
$68.66
|
Second Quarter
|
$83.49
|
$72.95
|
Third Quarter
|
$84.95
|
$78.04
|
Fourth Quarter
|
$83.31
|
$76.43
|
2015
|
||
First Quarter (through March 12, 2015)
|
$82.49
|
$73.21
|
Capital One Financial Corporation – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-14
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of The Hershey Company
|
High
|
Low
|
2010
|
||
First Quarter
|
$43.52
|
$36.18
|
Second Quarter
|
$51.76
|
$43.06
|
Third Quarter
|
$51.61
|
$45.49
|
Fourth Quarter
|
$51.62
|
$45.89
|
2011
|
||
First Quarter
|
$54.79
|
$46.37
|
Second Quarter
|
$57.71
|
$53.92
|
Third Quarter
|
$60.00
|
$54.59
|
Fourth Quarter
|
$62.00
|
$55.36
|
2012
|
||
First Quarter
|
$61.94
|
$59.49
|
Second Quarter
|
$72.03
|
$59.81
|
Third Quarter
|
$73.16
|
$70.09
|
Fourth Quarter
|
$74.64
|
$68.85
|
2013
|
||
First Quarter
|
$87.53
|
$73.51
|
Second Quarter
|
$91.25
|
$85.25
|
Third Quarter
|
$97.69
|
$89.17
|
Fourth Quarter
|
$100.90
|
$91.04
|
2014
|
||
First Quarter
|
$108.07
|
$95.54
|
Second Quarter
|
$104.11
|
$96.02
|
Third Quarter
|
$96.93
|
$88.15
|
Fourth Quarter
|
$106.64
|
$91.09
|
2015
|
||
First Quarter (through March 12, 2015)
|
$110.78
|
$98.52
|
The Hershey Company – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-15
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of Foot Locker, Inc.
|
High
|
Low
|
2010
|
||
First Quarter
|
$15.14
|
$11.16
|
Second Quarter
|
$16.75
|
$12.62
|
Third Quarter
|
$14.94
|
$11.74
|
Fourth Quarter
|
$19.81
|
$14.81
|
2011
|
||
First Quarter
|
$20.15
|
$17.43
|
Second Quarter
|
$25.11
|
$19.80
|
Third Quarter
|
$24.10
|
$16.77
|
Fourth Quarter
|
$25.19
|
$19.34
|
2012
|
||
First Quarter
|
$32.11
|
$23.99
|
Second Quarter
|
$32.77
|
$28.01
|
Third Quarter
|
$37.27
|
$30.74
|
Fourth Quarter
|
$36.23
|
$31.76
|
2013
|
||
First Quarter
|
$35.34
|
$31.60
|
Second Quarter
|
$36.92
|
$31.79
|
Third Quarter
|
$37.61
|
$32.08
|
Fourth Quarter
|
$41.44
|
$32.36
|
2014
|
||
First Quarter
|
$46.98
|
$36.73
|
Second Quarter
|
$50.72
|
$44.02
|
Third Quarter
|
$57.98
|
$47.13
|
Fourth Quarter
|
$57.88
|
$52.68
|
2015
|
||
First Quarter (through March 12, 2015)
|
$61.49
|
$51.84
|
Foot Locker, Inc. – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-16
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
Common Stock of Darden Restaurants, Inc.
|
High
|
Low
|
2010
|
||
First Quarter
|
$44.97
|
$33.88
|
Second Quarter
|
$48.68
|
$38.85
|
Third Quarter
|
$45.67
|
$37.61
|
Fourth Quarter
|
$50.43
|
$42.99
|
2011
|
||
First Quarter
|
$50.10
|
$45.18
|
Second Quarter
|
$52.03
|
$46.54
|
Third Quarter
|
$53.63
|
$42.75
|
Fourth Quarter
|
$48.94
|
$41.53
|
2012
|
||
First Quarter
|
$53.03
|
$44.02
|
Second Quarter
|
$53.75
|
$48.76
|
Third Quarter
|
$57.21
|
$49.05
|
Fourth Quarter
|
$56.04
|
$44.44
|
2013
|
||
First Quarter
|
$51.68
|
$44.64
|
Second Quarter
|
$54.66
|
$48.77
|
Third Quarter
|
$51.89
|
$45.78
|
Fourth Quarter
|
$54.47
|
$45.89
|
2014
|
||
First Quarter
|
$53.32
|
$47.32
|
Second Quarter
|
$52.09
|
$46.27
|
Third Quarter
|
$52.00
|
$43.76
|
Fourth Quarter
|
$58.85
|
$47.08
|
2015
|
||
First Quarter (through March 12, 2015)
|
$64.38
|
$57.99
|
Darden Restaurants, Inc. – Historical Closing Prices
January 4, 2010 to March 12, 2015
|
March 2015
|
PS-17
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
March 2015
|
PS-18
|
Citigroup Inc.
|
Market-Linked Notes Based on a Basket of Equally Weighted Stocks Due March , 2022
|
March 2015
|
PS-19
|