Filed pursuant to Rule 433
Registration No. 333-214120 and 333-214120-03
CitiFirst
Offerings Brochure for Third Party Investors
December 2016
citi ®
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2
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CitiFirst Offerings
Brochure
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December 2016
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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 Product
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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
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December 2016
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3
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Introduction to CitiFirst Investments
CitiFirst is the brand name for Citis 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:
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CitiFirst Protection
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CitiFirst Performance
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CitiFirst
Opportunity
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Full principal amount due at maturity
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Payment due at maturity may be less than the principal amount
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Payment due at maturity may be zero
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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
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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
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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
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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. 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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For instance, if a CitiFirst Performance investment were based upon a single stock, which belongs to an equity asset class, its symbol would be shown as
follows:
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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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4
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CitiFirst Offerings
Brochure
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December 2016
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Market-Linked Notes Based on S&P 500
®
Index
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Indicative Terms*
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup
Inc.
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Guarantee:
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All payments due on the notes are fully and unconditionally guaranteed by Citigroup
Inc.
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Underlying index:
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The S&P 500
®
Index (ticker symbol: SPX)
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Stated principal amount:
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$1,000 per note
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Pricing date:
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December , 2016 (expected to be December 27, 2016)
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Issue date:
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December , 2016 (three business days after the pricing date)
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Valuation date:
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December , 2023 (expected to be December 27, 2023), subject to postponement if such date is not a
scheduled trading day or if certain market disruption events occur
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Maturity date:
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January , 2024 (expected to be January 2, 2024)
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Payment at maturity:
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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
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Note return amount:
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If the final index
level is
greater than
the initial index level:
$1,000 x the index return, subject to the maximum return at
maturity
If the
final index level is
less than or equal to
the initial index level:
$0
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Initial index level:
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, the closing level of the underlying index on the pricing
date
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Final index level:
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The closing level of the underlying index on the valuation date
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Maximum return at maturity:
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$510.00 to $560.00 per note (51.00% to 56.00% of the stated principal amount), to be determined on the pricing date.
Because of the maximum return at maturity, the payment at maturity will not exceed $1,510.00 to $1,560.00 per note.
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Index return:
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The final index level
minus
the initial index level
divided by
the initial index
level
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CUSIP:
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17324CDA1
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Listing:
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The notes will not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should
not invest in the notes unless you are willing to hold them to maturity.
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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 issuers 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 investments offering documents and related material(s) for additional information
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CitiFirst Offerings Brochure
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December 2016
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5
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Investor Profile
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Investor Seeks:
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Investor Can Accept:
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¡
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A medium-term equity index-linked investment
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¡
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A holding period of approximately 7 years
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¡
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Full principal amount due at maturity
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¡
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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
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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 issuers 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 investments offering documents and related material(s) for additional information
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6
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CitiFirst Offerings
Brochure
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December 2016
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Dual Directional Barrier Securities
Based on the Energy Select Sector SPDR
®
Fund (XLE)
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Indicative Terms*
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup
Inc.
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Underlying shares:
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Shares of the Energy Select Sector SPDR
®
Fund (NYSE Arca symbol: XLE) (the underlying share issuer or ETF)
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Stated principal amount:
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$1,000 per security
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Pricing date:
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December , 2016 (expected to be December 23, 2016)
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Issue date:
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December , 2016 (four business days after the pricing date). See Supplemental plan of
distribution in this pricing supplement for additional information.
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Valuation date:
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December , 2018 (expected to be December 24, 2018), subject to postponement if such date is not a scheduled
trading day or if certain market disruption events occur
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Maturity date:
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January , 2019 (expected to be January 2, 2019)
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Payment at maturity:
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For each $1,000 stated principal amount security you hold at maturity:
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If the final share price is
greater
than or equal to
the initial share price:
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$1,000 + the upside return amount, subject to the maximum upside return
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If the final share price is
less
than
the initial share price but
greater than or equal to
the barrier price:
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$1,000 + the downside return amount
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If the final share price is
less
than
the barrier price:
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$1,000 x the share performance factor
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If the final share price is less than the barrier price, your payment at maturity will be less, and possibly significantly less,
than $800.00 per security. You should not invest in the securities unless you are willing and able to bear the risk of losing a significant portion, and up to all, of your investment.
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Initial share price:
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$ , the closing price of the underlying shares on the pricing date
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Final share price:
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The closing price of the underlying shares on the valuation date
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Upside return amount:
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$1,000 x the share percent change x the leverage factor
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Downside return amount:
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$1,000 x the absolute value of the share percent change
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Leverage factor:
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200.00%. The leverage factor will be applicable only if the final share price is
greater than
the initial share price.
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Share performance factor:
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The final share price
divided by
the initial share price
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Share percent change:
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The final share price
minus
the initial share price,
divided by
the initial share
price
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Barrier price:
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$ , 80.00% of the initial share price
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Maximum upside return:
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$200.00 to $260.00 per security (20.00% to 26.00% of the stated principal amount), to be determined on the pricing
date.
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Listing:
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The securities will not be listed on any securities exchange
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CUSIP:
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17324CD45
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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 issuers 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 investments offering documents and related material(s) for additional information
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CitiFirst Offerings Brochure
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December 2016
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7
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Investor Profile
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Investor Seeks:
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Investor Can Accept:
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¡
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A medium-term equity linked investment
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¡
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A holding period of approximately 2 years
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¡
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A risk-adjusted equity complement
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The possibility of losing a significant portion of the principal amount invested
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¡
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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
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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 issuers 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 investments offering documents and related material(s) for additional information
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8
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CitiFirst Offerings
Brochure
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December 2016
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Enhanced Buffered Digital Securities Based on the Dow Jones Industrial Average
TM
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Indicative Terms*
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc
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Underlying index:
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The Dow Jones Industrial Average
TM
(ticker symbol: INDU)
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Stated principal amount:
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$1,000 per security
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Pricing date:
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December , 2016 (expected to be December 27, 2016)
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Issue date:
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December , 2016 (three business days after the pricing date)
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Valuation date:
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December , 2020 (expected to be December 28, 2020), subject to postponement if such date is not a scheduled
trading day or if certain market disruption events occur
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Maturity date:
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December , 2020 (expected to be December 31, 2020)
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Payment at maturity:
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For each $1,000 stated principal amount security you hold at maturity:
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If the final index level is
greater
than or equal to
the initial index level or if it is
less than
the initial index level by an amount that is
less than or equal to
the buffer amount:
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$1,000 + the fixed return amount
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If the final index level is
less
than
the initial index level by an amount that is
greater than
the buffer amount:
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($1,000 x the index performance factor) + $150.00
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If the underlying index depreciates from the initial index level to the final index level by more than the buffer amount, 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.
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Initial index level:
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, the closing level of the underlying index on the pricing date
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Final index level:
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The closing level of the underlying index on the valuation date
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Fixed return amount:
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$200.00 to $230.00 per security (20.00% to 23.00% of the stated principal amount), to be determined on the pricing date. You will
receive the fixed return amount only if the final index level is greater than or equal to the initial index level or if it is less than the initial index level by an amount that is less than or equal to the buffer amount.
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Index performance factor:
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The final index level
divided by
the initial index level
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Buffer amount:
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15.00%
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Listing:
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The securities will not be listed on any securities exchange
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CUSIP:
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17324CD60
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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 issuers 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 investments offering documents and related material(s) for additional information
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CitiFirst Offerings Brochure
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December 2016
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9
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Investor Profile
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Investor Seeks:
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Investor Can Accept:
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¡
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A medium-term equity index-linked investment
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¡
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A holding period of approximately 4 years
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¡
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A risk-adjusted equity complement
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¡
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The possibility of losing a significant portion of the principal amount invested
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¡
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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 issuers 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 investments offering documents and related material(s) for additional information
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10
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CitiFirst Offerings
Brochure
|
December 2016
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Enhanced Buffered Digital Securities Based on the Russell 2000
®
Index
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Indicative Terms*
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Issuer:
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Citigroup Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup
Inc.
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Underlying index:
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The Russell 2000
®
Index (ticker symbol: RTY)
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Stated principal amount:
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$1,000 per security
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Pricing date:
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December , 2016 (expected to be December 27, 2016)
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Issue date:
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December , 2016 (three business days after the pricing date)
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Valuation date:
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December , 2019 (expected to be December 27, 2019), subject to postponement if
such date is not a scheduled trading day or if certain market disruption events occur
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Maturity date:
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January , 2020 (expected to be January 2, 2020)
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Payment at maturity:
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For each $1,000 stated principal amount security you hold at maturity:
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If the final index level is
greater
than or equal to
the initial index level or if it is
less than
the initial index level by an amount that is
less than or equal to
the buffer amount:
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$1,000 + the fixed return amount
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If the final index level is
less
than
the initial index level by an amount that is
greater than
the buffer amount:
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($1,000 x the index performance factor) + $150.00
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If the underlying index depreciates from the initial index level to the final index level by more than the buffer amount, 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.
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Initial index level:
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, the closing level of the underlying index on the pricing date
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Final index level:
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The closing level of the underlying index on the valuation date
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Fixed return amount:
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$150.00 to $180.00 per security (15.00% to 18.00% of the stated principal amount), to be determined on the pricing date. You will
receive the fixed return amount only if the final index level is greater than or equal to the initial index level or if it is less than the initial index level by an amount that is less than or equal to the buffer amount.
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Index performance factor:
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The final index level
divided by
the initial index level
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Buffer amount:
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15.00%
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Listing:
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The securities will not be listed on any securities exchange
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CUSIP:
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17324CD78
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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 issuers 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 investments offering documents and related material(s) for additional information
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CitiFirst Offerings Brochure
|
December 2016
|
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11
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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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¡
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A holding period of approximately 3 years
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¡
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Fixed return amount
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¡
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The possibility of losing a significant portion of the principal amount invested
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|
¡
|
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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 issuers 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 investments offering
documents and related material(s) for additional information
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12
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CitiFirst Offerings
Brochure
|
December 2016
|
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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 Global Markets Holdings Inc., a wholly owned subsidiary of Citigroup Inc.
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Guarantee:
|
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All payments due on the securities are fully and unconditionally guaranteed by Citigroup
Inc.
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Underlying index:
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The Russell 2000
®
Index (ticker symbol: RTY)
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Stated principal amount:
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$1,000 per security
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Pricing date:
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December , 2016 (expected to be December 27, 2016)
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Issue date:
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December , 2016 (three business days after the pricing date)
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Coupon payment date:
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Annually on the day of each
December (expected to be the 30th day of each December), commencing December 2017, 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.
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Valuation date:
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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 December 22, 2017, December 21, 2018, December 20, 2019, December 22, 2020 and December 22, 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.
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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.
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Maturity date:
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December , 2021 (expected to be December 30, 2021)
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Coupon:
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On each annual coupon payment date, the securities will pay a coupon at an annual rate determined as follows:
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If the applicable annual index return percentage is
zero or positive
:
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4.25% to 5.25% (to be determined on the pricing date)
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If the applicable annual index return percentage is
negative
:
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3.00%
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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.
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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.
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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
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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
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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 issuers 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 investments offering documents and related material(s) for additional information
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CitiFirst Offerings Brochure
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December 2016
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13
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Payment at maturity:
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At maturity, for each security you then hold, you will receive the applicable annual coupon payment
plus
:
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If the final index level is
greater
than or equal to
the buffer level:
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$1,000
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If the final index level is
less
than
the buffer level:
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($1,000 x the index performance factor) + $150.00
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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.
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Initial index level:
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, the closing level of the underlying index on the pricing date
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Final index level:
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The closing level of the underlying index on the final valuation date
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Index performance factor:
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The final index level
divided by
the initial index level
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Buffer level:
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, 85.00% of the initial index level
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Listing:
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The securities will not be listed on any securities exchange
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CUSIP:
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17324CD94
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Investor Profile
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Investor Seeks:
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Investor Can Accept:
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¡
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A medium-term equity index-linked investment
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¡
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|
A holding period of approximately 5 years
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¡
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Contingent coupon
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¡
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The possibility of losing a significant portion of the principal amount invested
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¡
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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 issuers 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 investments offering documents and related material(s) for additional information
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14
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CitiFirst Offerings
Brochure
|
December 2016
|
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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*
|
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
|
Contingent Upside Participation MLDs/Notes
|
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1-5 Years
|
|
Full principal
amount due at
maturity
|
|
If the underlying crosses an upside threshold, the return on the investment equals an interest payment paid at maturity. Otherwise,
the return equals the greater of the return of the underlying and zero
|
Minimum Coupon Notes
|
|
3-5 Years
|
|
Full principal
amount due at
maturity
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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
|
Market-Linked Notes/ Deposits & Safety First
Trust Certificates
|
|
3-7 Years
|
|
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; the maximum return is capped
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Investments
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Maturity
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Risk Profile*
|
|
Return*
|
ELKS
®
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|
6-13 Months
|
|
Payment at maturity may be less than the principal amount
|
|
A fixed coupon is paid regardless of the performance of the underlying. If the underlying never crosses a downside threshold, the
return on the investment equals the coupons paid. Otherwise, the return equals the sum of the coupons paid and the return of the underlyingat maturity
|
Buffer Notes
|
|
1-5 Years
|
|
Payment at maturity may be less than the
principal amount
|
|
If the return of the underlying is positive at maturity, the return on the investment equals the lesser of (a) the return of the
underlying multiplied by a participation rate and (b) the maximum return on the notes. If the return of the underlying is either zero or negative by an amount lesser than the buffer amount, the investor receives the stated principal amount.
Otherwise, the return on the investment equals the return of the underlying plus the buffer amount
|
CoBas/PACERS
SM
|
|
1-5 Years
|
|
Payment at maturity may be less than the principal amount
|
|
If the underlying is equal to or greater than a threshold (such as its initial value) on any call date, the note is called and the
return on the investment equals a fixed premium. If the note has not been called, at maturity, if the underlying has crossed a downside threshold, the return on the investment equals the return of the underlying, which will be negative. Otherwise,
the return equals zero
|
LASERS
SM
|
|
1-5 Years
|
|
Payment at maturity may be less than the principal amount
|
|
If the return of the underlying is positive at maturity, the return on the investment equals the return of the underlying multiplied by a participation rate (some versions
are subject to a maximum return on the notes). If the return of the underlying is negative and the underlying has crossed a downside threshold, the return on the investment equals the return of the underlying, which will be negative. Otherwise, the
return equals zero
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Investments
|
|
Maturity
|
|
Risk
Profile*
|
|
Return*
|
Upturn Notes
|
|
1-2 Years
|
|
Payment at maturity may be zero
|
|
If the underlying is above its initial level at maturity, the return on the investment equals the lesser of the return of the
underlying multiplied by a participation rate and the maximum return on the notes. Otherwise, the return equals the return of the underlying
|
Fixed Upside Return Notes
|
|
1-2 Years
|
|
Payment at maturity may be zero
|
|
If the underlying is equal to or above its initial level at maturity, the return on the investment equals a predetermined fixed
amount. Otherwise, the return equals the return of the underlying
|
Strategic Market Access Notes
|
|
3-4 Years
|
|
Payment at maturity may be zero
|
|
The return on the investment equals the return of a unique index created by Citi
|
* All returns and any principal amount due at maturity are
subject to the applicable issuers credit risk, with the exception of Market-Linked Certificates of Deposit which has FDIC insurance, subject to applicable limitations.
This is not a complete
list of CitiFirst structures. The descriptions above are not intended to completely describe how an investment works or to detail all of the terms, risks and benefits of a particular investment. The return profiles can change. Please refer to the
offering documents and related material(s) of a particular investment for a comprehensive description of the structure, terms, risks and benefits related to that investment.
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CitiFirst Offerings Brochure
|
December 2016
|
|
15
|
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, 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, 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 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.
Issuers Registration Statement Numbers:
333-192302
and
333-192302-06
Issuers 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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16
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|
CitiFirst Offerings
Brochure
|
December 2016
|
|
|
Overview of Key Benefits
and Risks of CitiFirst Investments
Benefits
¡
|
Investors can access investments linked to a variety of underlying assets or indices, such as domestic and foreign indices, exchange-traded funds, commodities,
foreign-exchange, interest rates, equities, or a combination thereof.
|
¡
|
Structured investments can offer unique risk/return profiles to match investment objectives, such as the amount of principal due at maturity, periodic income,
and enhanced returns.
|
Risks
¡
|
The risks below are not intended to be an exhaustive list of the risks associated with a particular CitiFirst Structured Investment offering. Before you invest
in any CitiFirst Structured Investment you should thoroughly review the particular investments offering document(s) and related material(s) for a comprehensive description of the risks and considerations associated with the particular
investment.
|
|
¡
|
The terms of certain investments provide that the full principal amount is due at maturity, subject to the applicable issuers credit risk. However, if an
investor sells or redeems such investment prior to maturity, the investor may receive an amount less than his/her original investment.
|
|
¡
|
The terms of certain investments provide that the payment due at maturity could be significantly less than the full principal amount and, for certain
investments, could be zero. In these cases, an investor may receive an amount significantly less than his/her original investment and may receive nothing at maturity of the investment.
|
¡
|
Appreciation May Be Limited Depending on the investment, an 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.
|
¡
|
Issuer Credit Risk All payments on CitiFirst Structured Investments are dependent on the applicable issuers or guarantors 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.
|
¡
|
Secondary Market There may be little or no secondary market for a particular investment. If the applicable offering document(s) so specifies, the issuer
may apply to list an investment on a securities exchange, but it is not possible to predict whether any investment will meet the listing requirements of that particular exchange, or if listed, whether any secondary market will exist.
|
¡
|
Resale Value of a CitiFirst Structured Investment May be Lower than Your Initial Investment Due to, among other things, the changes in the price of and
dividend yield on the underlying asset, interest rates, the earnings performance of the issuer of the underlying asset, the applicable issuer 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.
|
¡
|
Volatility of the Underlying Asset or Index Depending on the investment, the amount you receive at maturity could depend on the price or value of the
underlying asset or index during the term of the trade as well as where the price or value of the underlying asset or index is at maturity; thus, the volatility of the underlying asset or index, which is the term used to describe the size and
frequency of market fluctuations in the price or value of the underlying asset or index, may result in an investor receiving an amount less than he/she would otherwise receive.
|
¡
|
Potential for Lower Comparable Yield The effective yield on any investment may be less than that which would be payable on a conventional fixed-rate debt
security of the same issuer with comparable maturity.
|
¡
|
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.
|
¡
|
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.
|
¡
|
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 interest of the investor.
|
|
|
|
|
|
|
|
CitiFirst Offerings Brochure
|
December 2016
|
|
17
|
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 Citigroup affiliate or employee is a fiduciary to such plan or retirement account that has or exercises any discretionary authority or control with respect to the assets of such plan or retirement account used to purchase
the structured investments or renders investment advice with respect to those assets, and (2) such plan or retirement account is paying no more than adequate consideration for the structured investments or (B) its acquisition and holding of the
structured in is not prohibited by any such provisions or laws or is exempt from any such prohibition.
However, individual retirement accounts,
individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the structured investments if the account, plan or
annuity is for the
benefit of an employee of Citigroup or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of structured investments by
the account, plan or annuity.
You should refer to the section ERISA Matters in the applicable offering document(s) for more
information.
Distribution Limitations and Considerations
This document may not be distributed in any jurisdiction where it is unlawful to do so. The investments described in this document may not be marketed, or sold or
be available for offer or sale in any jurisdiction outside of the U.S., unless 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 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
Standard & Poors, S&P 500
®
, and S&P
®
are trademarks of The McGraw-Hill Companies, Inc. and have
been licensed for use by Citigroup Inc.
Dow Jones Industrial AverageTM is a service
mark of Dow Jones & Company, Inc. (Dow Jones) and has been licensed for use by Citigroup Funding Inc. The Notes described herein are not sponsored, endorsed, sold or promoted by Dow Jones and Dow Jones makes no warranties and bears
no liability with respect to the Notes.
EURO STOXX 50
®
is a service mark of STOXX Limited and/or its licensors that has been sublicensed for use for certain purposes by Citigroup Inc. and its affiliates. For more information,
see Equity Index Descriptions EURO STOXX 50
®
Index License Agreement with STOXX Limited in the accompanying underlying supplement.
Citi Personal Wealth Management is a business of Citigroup Inc., which offers investment products
through Citigroup Inc., member SIPC. Citibank, N.A. is an affiliated company under control of Citigroup Inc.
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©
2016 Citigroup Inc. Citi and Citi with Arc Design are registered
service marks of Citigroup Inc. or its affiliates.
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