IFO Citigroup Inc. Spx Lasers

DESCRIPTION OF THE NOTES

You should read this pricing supplement together with the accompanying prospectus supplement and prospectus before making your decision to invest in the Notes. The description in this pricing supplement of the particular terms of the Notes supplements, and to the extent inconsistent therewith replaces, the descriptions of the general terms and provisions of the debt securities set forth in the accompanying prospectus supplement and prospectus.

You may access the prospectus supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Web site):

General

The Strategic Market Access Notes based upon a Basket of Energy-Related Master Limited Partnerships (the “Notes”) are senior unsecured debt securities offering no principal protection. The amount you receive at maturity, if any, will be based on the performance of a basket of energy-related Master Limited Partnerships (the “Energy MLP Basket”) and may be less than your initial investment in the notes and could be zero.

The Energy MLP Basket is comprised of the common units of ten energy-related MLPs (the “Basket Components”) and will be initially equally weighted and rebalanced to equal weighting on the Basket Rebalancing Date. The Basket Components are as follows:

The Notes are a series of debt securities issued under the senior debt indenture described in the accompanying prospectus, any payments on which, including the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc. The aggregate principal amount of Notes issued will be $                 (             Notes). The Notes will mature on May     , 2014 or November     , 2014 (to be determined on the pricing date). The Notes will constitute part of the senior unsecured debt of Citigroup Funding and will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding. The guarantee of payments due under the Notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc. The return of the full principal amount of your investment in the Notes at maturity is not guaranteed. All payments on the Notes are subject to the credit risk of Citigroup Inc. The Notes will be issued only in fully registered form and in denominations of $1,000 per Note and integral multiples thereof. The minimum investment amount will be $1,000.

Reference is made to the accompanying prospectus supplement and prospectus for a detailed summary of additional provisions of the Notes and of the senior debt indenture under which the Notes will be issued.

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Interest

The Notes will bear a total amount of interest equal to the sum of a (i) the Fixed Interest Amount and (ii) the Variable Interest Amount, which may be zero. We will pay interest in cash quarterly on the     of each February, May, August and November, beginning on February     , 2013, and on the maturity date. We refer to each of these quarterly payment dates as an Interest Payment Date and to the date three Trading Days prior to each Interest Payment Date as an Interest Determination Date. Each period from but excluding an Interest Determination Date, or the Pricing Date, to and including the next Interest Determination Date, we refer to as an Interest Period. The interest payment calculated for any Interest Period is applicable only to that Interest Period. The interest payments for any other Interest Period will vary and may be as little as $0.25 per Note.

The Fixed Interest Amount for any Interest Period will equal 0.10% per annum and will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

The Variable Interest Amount for any Interest Period will equal the Dividend Amount accrued from but excluding the prior Interest Determination Date to and including the next following Interest Determination Date (or, in the case of the first Interest Period, from but excluding the Pricing Date to and including the first Interest Determination Date). If the Dividend Amount is zero on any Interest Determination Date, you will not receive a Variable Interest Amount for the related Interest Period, and your interest payment for that Interest Period will be as little as $0.25 per Note.

The Dividend Amount will equal the total amount of ordinary cash dividends with respect to the Basket Components for which an Ex-Date has occurred during the relevant time period, if any, for each $1,000 Note.

The Ex-Date relating to the cash dividend on any Basket Component is the first date on which such common units trade in the regular way on their principal national securities exchange without the right to receive this cash dividend.

Payment at Maturity

If you do not sell your Notes in the secondary market, if any, the payment you receive at maturity of the Notes, if any, will be equal to the Net Investment Value of the Notes determined on the Valuation Date. The Net Investment Value of the Notes on the Valuation Date will depend on the performance of the Energy MLP Basket from the Pricing Date to the Valuation Date.

In order for you to receive at maturity at least your initial investment of $1,000 per Note, the Net Investment Value on the Valuation Date must have increased from the Net Investment Value on the Pricing Date by an amount greater than the sum of (i) Accumulated Basket Adjustment Fee and (ii) a sales charge of $10 per Note. Otherwise, the amount you receive at maturity, if any, will be less than your initial investment in the Notes and could be zero.

Net Investment Value

On the Pricing Date, the Net Investment Value will be $990 per Note. On any Trading Day after the Pricing Date, the Net Investment Value per Note will equal:

($990 x Basket Return Percentage) + Accrued Dividend Amount – Accumulated Basket Adjustment Fee

The Basket Return Percentage on any Trading Day will equal the following fraction, expressed as a percentage:

Ending Basket Value

Starting Basket Value

The Starting Basket Value will equal 100 and will be set on the Pricing Date.

The Ending Basket Value on any Trading Day will equal the Closing Value of the Energy MLP Basket on that Trading Day.

The Closing Value of the Energy MLP Basket on any Trading Day will equal the sum of the products of (i) the closing price of a Basket Component on that Trading Day and (ii) that Basket Component’s Basket Composition Ratio.

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On each Trading Day from and including the Pricing Date to and excluding the Basket Rebalancing Date, the Basket Composition Ratio for each Basket Component will equal (100 divided by 10) divided by the closing price of that Basket Component on the Pricing Date.

On each Trading Day from and including the Basket Rebalancing Date to and including the Valuation Date, the Basket Composition Ratio for each Basket Component will equal (A) (i) the Ending Basket Value on the Basket Rebalancing Date divided by (ii) the number of Basket Components on the Basket Rebalancing Date divided by (B) the closing price of that Basket Component on the Basket Rebalancing Date.

The Basket Rebalancing Date will be August     , 2013 or November     , 2013 (approximately nine or twelve months after the Pricing Date, to be determined on the Pricing Date).

The Accrued Dividend Amount on any Trading Day will equal the accrued and unpaid Dividend Amount up to and including that Trading Day.

The Accumulated Basket Adjustment Fee on any Trading Day will equal the following formula:

where,

A equals the Accumulated Basket Adjustment Fee on the immediately preceding Trading Day;

B equals the Basket Adjustment Factor of 1.00%;

C equals the number of calendar days since the immediately preceding Trading Day; and D equals the Net Investment Value of the Notes on the immediately preceding Trading Day.

A Trading Day means a day, as determined by the calculation agent, on which trading is generally conducted (or was scheduled to have been generally conducted, but for the occurrence of a Market Disruption Event) on the New York Stock Exchange, NYSE Alternext US, Nasdaq, the Chicago Mercantile Exchange and the Chicago Board Options Exchange, and in the over-the-counter market for equity securities in the United States.

The closing price of a Basket Component or any other security for which a closing price must be determined (as described in the section “— Dilution Adjustments”) on any Trading Day will be (1) if the common unit or security is listed on a national securities exchange on that Trading Day, any reported sale price, regular way, of the principal trading session on that date on the principal national securities exchange on which the common unit or security is listed or admitted to trading, and (2) if the common unit or security is not listed on a national securities exchange on that Trading Day, or if the reported sale price on such exchange is not obtainable (even if the common unit or security is listed or admitted to trading on such exchange), any reported sale price of the principal trading session on the over-the-counter market on that date as reported on the OTC Bulletin Board, the National Quotation Bureau or a similar organization. The determination of the closing price by the calculation agent in the event of a Market Disruption Event may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the Valuation Date. If no reported sale price of the principal trading session is available pursuant to clauses (1) or (2) above or if there is a Market Disruption Event, the closing price on any Trading Day, unless deferred by the calculation agent as described in the preceding sentence, will be the arithmetic mean, as determined by the calculation agent, of the bid prices of the common unit or security obtained from as many dealers in such common unit or security (which may include Citigroup Global Markets or any of our other affiliates or subsidiaries), but not exceeding three such dealers, as will make such bid prices available to the calculation agent. The term “OTC Bulletin Board” will include any successor to such service.

A Market Disruption Event means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any exchange or market or otherwise), or the unavailability, through a recognized system of public dissemination of transaction information, of accurate price, volume or related information in respect of (1) a Basket Component (or any other security for which a closing price must be determined) or (2) any options contracts or futures

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contracts relating to the Basket Component (or other relevant security), or any options on such futures contracts, on any exchange or market; if, in each case, in the determination of the calculation agent, any such suspension, limitation or unavailability is material.

Interest Payments and Payments at Maturity – Hypothetical Examples

The examples of hypothetical interest payments and maturity payments set forth below are intended to illustrate the effect of different Dividend Amounts and Ending Basket Values of the Energy MLP Basket on the amount you will receive in respect of the Notes.

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual amount you receive on each Interest Payment Date will depend on the actual Dividend Amount for that Interest Period, and the actual amount you receive if you hold your Notes at maturity will depend on the actual Net Investment Value on the Valuation Date.

Hypothetical Interest Payments

The interest payable on each quarterly Interest Payment Date, which can be as little as $0.25 (0.025% of $1,000 principal amount per Note) per Note, will depend on the Dividend Amount for that Interest Period. The Dividend Amount will vary and could be zero for any Interest Period. Because the Dividend Amount may be subject to significant variations during each Interest Period, it is not possible to present a complete range of possible interest amounts

The examples of hypothetical interest amounts set forth below are intended to illustrate the effect of different Dividend Amounts in each Interest Period, which depends on the actual amount of ordinary cash dividends with respect to the Basket Components for which an Ex-Date has occurred during such Interest Period. The hypothetical interest amounts are based on the assumption that there are 90 days in each Interest Period, that the Notes have a term of fifteen months and that the Notes are held to maturity. The hypothetical Total Interest Amount for each Interest Period provided in the examples below is only relevant to such Interest Period. A hypothetical return for one Interest Period is no indication of such return for a subsequent Interest Period.

Example 1: The Dividend Amount is the same in each Interest Period.

Each Interest Period

Hypothetical Total Interest Amount paid per Note : $75.50 ($1.25 total Fixed Interest Amount per Note + $74.25 total Variable Interest Amount per Note)

Example 2: The Dividend Amount decreases after the first Interest Period.

First Interest Period

Second Interest Period

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Third Interest Period

Fourth Interest Period

Fifth Interest Period

Hypothetical Total Interest Amount paid per Note: $26.00 ($1.25 total Fixed Interest Amount per Note + $24.75 total Variable Interest Amount per Note)

Example 3: The Dividend Amount increases after the first Interest Period.

First Interest Period

Second Interest Period

Third Interest Period

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Fourth Interest Period

Fifth Interest Period

Hypothetical Total Interest Amount paid per Note: $115.10 ($1.25 total Fixed Interest Amount per Note + $113.85 total Variable Interest Amount per Note)

Hypothetical Payments at Maturity and Total Returns

The maturity payment due on the Notes will be based on the Net Investment Value on the Valuation Date. The Net Investment Value depends on the Ending Basket Value, the Dividend Amount and the Accumulated Basket Adjustment Fee. Because the Net Investment Value may be subject to significant variations during the term of the Notes, it is not possible to present a table illustrating a complete range of possible Net Investment Values or total returns on the Notes.

The examples of hypothetical Net Investment Values on the Valuation Date, total payments and total returns on the Notes set forth below are intended to illustrate the effect of different Ending Basket Values and Dividend Amounts on the payment due. All of the hypothetical examples below are based on the following assumptions:

Issue price: $1,000 per Note

Starting Basket Value: 100

Basket Adjustment Factor: 1.00% per annum, which equals a total Accumulated Basket Adjustment Fee of $12.375 (calculated using a constant Hypothetical Net Investment Value of $990 per Note) ¹

The Notes are held until maturity.

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                                         Hypothetical Starting Basket Value

** Hypothetical Fixed Interest Amount + Hypothetical Variable Interest Amount, assuming a 6% per annum dividend yield in the first Interest Period and a 1% per annum dividend yield in each Interest Period thereafter. See Hypothetical Interest Payments above.

*** Hypothetical Fixed Interest Amount + Hypothetical Variable Interest Amount, assuming a 6% per annum dividend yield in the first Interest Period and a 10% per annum dividend yield in each Interest Period thereafter. See Hypothetical Interest Payments above.

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Dilution Adjustments

The closing Basket Composition Ratio for each Basket Component will be subject to adjustment from time to time in certain situations. Any of these adjustments could have an impact on the Net Investment Value of the Notes. Citigroup Global Markets, as calculation agent, will be responsible for the effectuation and calculation of any adjustment described herein and will furnish the trustee with notice of any adjustment.

If the MLP issuer of the Basket Component, after the Pricing Date:

(1)     pays a share dividend or makes a distribution with respect to its common units in such common units (excluding any common units dividend or distribution for which the number of common units paid or distributed is based on a fixed cash equivalent value),

(2)     subdivides or splits its outstanding common units into a greater number of common units,

(3)     combines its outstanding common units into a smaller number of common units, or

(4)     issues by reclassification of its common units any other common units of the MLP issuer of the Basket Component, then, in each of these cases, the Basket Composition Ratio of such Basket Component will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of common units outstanding immediately after the event, plus, in the case of a reclassification referred to in (4) above, the number of other common units of the MLP issuer of the Basket Component, and the denominator of which will be the number of common units outstanding immediately before the event.

If an MLP issuer of a Basket Component, after the Pricing Date, issues, or declares a record date in respect of an issuance of, rights or warrants to all holders of its common units entitling them to subscribe for or purchase its common units at a price per common unit less than the Then-Current Market Price of the common units, other than rights to purchase common units pursuant to a plan for the reinvestment of dividends or interest, then, in each case, the Basket Composition Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the number of common units outstanding immediately before the adjustment is effected by reason of the issuance of such rights or warrants, plus the number of additional common units offered for subscription or purchase pursuant to the rights or warrants, and the denominator of which will be the number of common units outstanding immediately before the adjustment is effected by reason of the issuance of the rights or warrants, plus the number of additional common units which the aggregate offering price of the total number of common units offered for subscription or purchase pursuant to the rights or warrants would purchase at the Then-Current Market Price of the common units, which will be determined by multiplying the total number of common units so offered for subscription or purchase by the exercise price of the rights or warrants and dividing the product obtained by the Then-Current Market Price. To the extent that, after the expiration of the rights or warrants, the common units offered thereby have not been delivered, the Basket Composition Ratio will be further adjusted to equal the Basket Composition Ratio which would have been in effect had the adjustment for the issuance of the rights or warrants been made upon the basis of delivery of only the number of common units actually delivered.

If an MLP issuer of a Basket Component, after the Pricing Date, declares or pays a dividend or makes a distribution to all holders of the common units of any class of its capital stock, the capital stock of one or more of its subsidiaries, evidences of its indebtedness or other non-cash assets, excluding any dividends or distributions referred to in the above paragraph and excluding any issuance or distribution to all holders of its common units, in the form of Marketable Securities, of capital stock of one or more of its subsidiaries, or issues to all holders of its common units rights or warrants to subscribe for or purchase any of its or one or more of its subsidiaries’ securities, other than rights or warrants referred to in the above paragraph, then, in each of these cases, the Basket Composition Ratio will be multiplied by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of one common unit, and the denominator of which will be the Then-Current Market Price of one common unit, less the fair market value as of the time the adjustment is effected of the portion of the capital shares, assets, evidences of indebtedness, rights or warrants so distributed or issued applicable to one common unit. If any capital stock declared or paid as a dividend or otherwise distributed or issued to all holders of the Basket Component consists, in whole or in part, of Marketable Securities, then the fair market value of such Marketable Securities will be determined by the calculation agent by reference to the Trading Price of such capital stock. The fair market value of any other distribution or issuance referred to in this paragraph will be determined by a nationally recognized independent investment banking firm retained for this purpose by Citigroup Funding, whose determination will be final.

If an MLP issuer of a Basket Component, after the Pricing Date, declares a record date in respect of a distribution of cash, other than any Permitted Dividends described below, any cash distributed in consideration of fractional common units and any cash distributed in a Reorganization Event referred to below, by dividend or otherwise, to all holders of its common units, then the Basket

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Composition Ratio will be multipled by a dilution adjustment equal to a fraction, the numerator of which will be the Then-Current Market Price of the common units, and the denominator of which will be the Then-Current Market Price of the common units on the record date less the amount of the distribution applicable to one common unit which would not be a Permitted Dividend.

For the purposes of these adjustments:

A “Permitted Dividend” is (1) any cash dividend in respect of a Basket Component and (2) any cash dividend or distribution made in the form of a fixed cash equivalent value for which the holders of the Basket Component have the option to receive either a number of common units or a fixed amount of cash.

Each dilution adjustment will be effected as follows: in the case of any dividend, distribution or issuance, at the opening of business on the Business Day next following the record date for determination of holders of the Basket Component entitled to receive this dividend, distribution or issuance or, if the announcement of this dividend, distribution, or issuance is after this record date, at the time this dividend, distribution or issuance was announced by the MLP issuer of such Basket Component, in the case of any subdivision, split, combination or reclassification, on the effective date of the transaction,

All dilution adjustments will be rounded upward or downward to the nearest 1/10,000th or, if there is not a nearest 1/10,000th, to the next lower 1/10,000th. No adjustment in the Basket Composition Ratio will be required unless the adjustment would require an increase or decrease of at least one percent therein, provided, however, that any adjustments which by reason of this sentence are not required to be made will be carried forward (on a percentage basis) and taken into account in any subsequent adjustment. If any announcement or declaration of a record date in respect of a dividend, distribution, issuance or repurchase requiring an adjustment as described herein is subsequently canceled by the MLP issuer of the Basket Component, or this dividend, distribution, issuance or repurchase fails to receive requisite approvals or fails to occur for any other reason, then, upon the cancellation, failure of approval or failure to occur, the Basket Composition Ratio will be further adjusted to the Basket Composition Ratio which would then have been in effect had adjustment for the event not been made. If a Reorganization Event described below occurs after the occurrence of one or more events requiring an adjustment as described herein, the dilution adjustments previously applied to the Basket Composition Ratio will not be rescinded but will be applied to the Reorganization Event as provided for below.

The “Then-Current Market Price” of the common units, for the purpose of applying any dilution adjustment, means the average closing price per common units for the ten Trading Days immediately before this adjustment is effected or, in the case of an adjustment effected at the opening of business on the Business Day next following a record date, immediately before the earlier of the date the adjustment is effected and the related Ex-Date. For purposes of determining the Then-Current Market Price, the determination of the closing price by the calculation agent in the event of a Market Disruption Event, as described above, may be deferred by the calculation agent for up to five consecutive Trading Days on which a Market Disruption Event is occurring, but not past the third Trading Day prior to maturity.

For purposes of making adjustments described in this section, the “Ex-Date” relating to any dividend, distribution or issuance is the first date on which the shares of common units trade in the regular way on their principal market without the right to receive this dividend, distribution or issuance.

In the event of any of the following “Reorganization Events”: any consolidation or merger of the MLP issuer of the Basket Component, or any surviving entity or subsequent surviving entity of the MLP issuer of the Basket Component, with or into another entity, other than a merger or consolidation in which the MLP issuer of the Basket Component is the continuing corporation and in which the common units outstanding immediately before the merger or consolidation are not exchanged for cash, securities or other property of the MLP issuer of the Basket Component or another issuer, any sale, transfer, lease or conveyance to another corporation or MLP of the property of the MLP issuer of the Basket Component or any successor as an entirety or substantially as an entirety, any statutory exchange of securities of the MLP issuer of the Basket Component or any successor of the MLP issuer of the Basket Component with another MLP issuer, other than in connection with a merger or acquisition, or any liquidation, dissolution or winding up of the MLP issuer of the Basket Component or any successor of the MLP issuer of the Basket Component, the closing price of such Basket Component on any Trading Day thereafter up to and including maturity will be deemed to be equal to the Transaction Value.

The “Transaction Value” will equal the sum of (1), (2) and (3), below:

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“Marketable Securities” are any perpetual equity securities or common units or debt securities with a stated maturity after the maturity date, in each case that are listed on a U.S. national securities exchange. The number of shares of any equity securities or number of common units constituting Marketable Securities included in the calculation of Transaction Value pursuant to clause (3) above will be adjusted if any event occurs with respect to the Marketable Securities or the issuer of the Marketable Securities between the time of the Reorganization Event and maturity of the Notes that would have required an adjustment as described above, had it occurred with respect to the Basket Component or the MLP issuer of such Basket Component. Adjustment for these subsequent events will be as nearly equivalent as practicable to the adjustments described above.

For the purpose of adjustments described herein, each non-U.S. dollar value (whether a value of cash, property, securities or otherwise) shall be expressed in U.S. dollars as converted from the relevant currency using the 12:00 noon buying rate in New York certified by the New York Federal Reserve Bank for customs purposes on the date of valuation, or if this rate is unavailable, such rate as the calculation agent may determine.

Citigroup Global Markets will be responsible for the calculation and effectuation of any adjustment described herein and will furnish the indenture trustee with notice of any such adjustment.

Redemption at the Option of the Holder; Defeasance

The Notes are not subject to redemption at the option of any holder prior to maturity and are not subject to the defeasance provisions described in the accompanying prospectus under “Description of Debt Securities—Defeasance.”

Events of Default and Acceleration

In case an Event of Default (as defined in the accompanying prospectus) with respect to any Note shall have occurred and be continuing, the amount declared due and payable upon any acceleration of the Notes will be determined by the Calculation Agent and will equal, for each Note, the payment at maturity, calculated as though the maturity of the Notes were the date of early repayment. See “—Payment at Maturity” above. If a bankruptcy proceeding is commenced in respect of Citigroup Funding or Citigroup Inc., the claim of the beneficial owner of a Note will be capped at the maturity payment, calculated as though the maturity date of the Notes were the date of the commencement of the proceeding.

In case of default in payment at maturity of the Notes, the Notes shall bear interest, payable upon demand of the beneficial owners of the Notes in accordance with the terms of the Notes, from and after the maturity date through the date when payment of the unpaid amount has been made or duly provided for, at the rate of     % per annum on the unpaid amount due.

Paying Agent and Trustee

Citibank, N.A. will serve as paying agent and registrar for the Notes and will also hold the global security representing the Notes as custodian for DTC. The Bank of New York Mellon, as successor trustee under an indenture dated as of June 1, 2005, will serve as trustee for the Notes.

The CUSIP number for the Notes is 1730T0ZF9.

Calculation Agent

The calculation agent for the Notes will be Citigroup Global Markets, an affiliate of Citigroup Funding. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of the Notes. Citigroup Global Markets is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.

Potential Future Events

The calculation agent for the Notes will be Citigroup Global Markets, an affiliate of Citigroup Funding. All determinations made by the calculation agent will be at the sole discretion of the calculation agent and will, in the absence of manifest error, be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the holders of the Notes. Citigroup Global Markets is obligated to carry out its duties and functions as calculation agent in good faith and using its reasonable judgment.

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DESCRIPTION OF THE ENERGY MLP BASKET

General

The Energy MLP Basket will be established on the Pricing Date and will be comprised of the common units of the ten energy-related Master Limited Partnerships described under “Description of the Basket Components.” The Basket Components were selected based on fixed selection criteria developed by Citigroup Global Markets and will not change during the term of the notes, except in connection with certain events described under “— Removal of a Basket Component from the Energy MLP Basket.” The Basket Components will be equally weighted initially and rebalanced to equal weighting on the Basket Rebalancing Date.

Description of the Selection Criteria

Each common unit included in the Energy MLP Basket was selected based upon fixed selection criteria developed by Citigroup Global Markets, including that the MLP issuing the common unit, as of the date of this pricing supplement: is a publicly traded partnership exempt from corporate taxation under the 1986 Tax Reform Act , as amended; is an MLP that owns and operates businesses relating to natural resources (as categorized by the National Association of Publicly Traded Partnerships) and is primarily engaged in the oil and gas midstream energy services, including transportation (including pipelines), processing, storage, compressing, refining, fractionation, marketing and distribution but excluding exploration and production; has common units listed on the New York Stock Exchange, Nasdaq or any other U.S. securities exchange; has a float-adjusted market capitalization of at least $500 million, where “float-adjusted market capitalization” with respect to any MLP means its market capitalization minus the limited partnership interests held by such MLP’s general partners, each as disclosed in its most recent periodic filing made with the Securities and Exchange Commission under the Securities Exchange Act of 1934; pays cash distributions; is not affiliated with Citigroup Inc. and does not have 8% or more of its common units owned by Citigroup Inc. or any of its subsidiaries; and has an Analyst Consensus Rating published by Bloomberg (under the “ANR” function), greater than “3.5”, based on the average rating of all equity analysts covering MLPs (where an Analyst Consensus Rating of “3” represents a “hold” ratings, an Analyst Consensus Rating of “1” represents all “sell” ratings, and an Analyst Consensus Rating of “5” represents all “buy” ratings).

Removal of a Basket Component from the Energy MLP Basket

A common unit will be removed from the Energy MLP Basket at the close of business on the Trading Day on which any of the following events occur, each as determined by the Calculation Agent in its sole discretion: the relevant MLP is no longer a publicly traded partnership exempt from corporate taxation under the 1986 Tax Reform Act, as amended, except if the MLP has lost its exemption due to a change in applicable tax law or regulation that disqualifies all MLPs from such exemption; the common unit is no longer listed on the New York Stock Exchange, Nasdaq or any other U.S. securities exchange; the relevant MLP commences a voluntary case under any applicable bankruptcy, insolvency or other similar law, or consents to the entry of an order for relief in an involuntary case under any such law; the relevant MLP has entered against it by a court having jurisdiction (x) an order for relief in an involuntary case or proceeding under any applicable bankruptcy, insolvency or other similar law or (y) an order adjudging it bankrupt or insolvent under such law; the relevant MLP commences a voluntary winding up, liquidation, dissolution or other discontinuance of its legal existence (except in the context of a merger or other acquisition) or consents to the entry of an order for relief in an involuntary case requiring such action; the relevant MLP is affiliated with Citigroup Inc. or Citigroup Inc. or any of its subsidiaries owns 8% or more of its common units; or Citigroup Global Markets is prohibited by internal policy from trading or owning the common unit.

If a Basket Component is removed from the Energy MLP Basket, it will not be replaced and the amount of the Closing Value of the Energy MLP Basket represented by that removed Basket Component will be equally spread to each remaining Basket Component.

Rebalancing of the Energy MLP Basket

On the Basket Rebalancing Date of August     , 2013 or November     , 2013 (approximately nine or twelve months from the Pricing Date, to be determined on the Pricing Date), the calculation agent will rebalance the Energy MLP Basket so that the Basket Components are equally weighted and each contributes approximately 10% of the total value of the Energy MLP Basket (subject to the provisions under “—Removal of a Basket Component from the Energy MLP Basket” above). All calculations will be based upon the closing price of each of the Basket Components on the immediately preceding Trading Day. All determinations made by the calculation agent in connection with the rebalancing of the Energy MLP Basket will be at the sole discretion of the calculation agent and will be conclusive for all purposes and binding on us, Citigroup Inc. and the beneficial owners of the Notes, absent manifest error.

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DESCRIPTION OF THE BASKET COMPONENTS

General

The following information regarding each of the Basket Components has been obtained from publicly available documents. Each of the MLP issuers of a Basket Component is currently subject to the information requirements of the Securities Exchange Act. Accordingly, each MLP issuer of a Basket Component files reports and other information with the SEC. Such reports and other information are available to the public on the SEC’s website at http://www.sec.gov by reference to the SEC file number listed below for each Basket Component, or may be inspected and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of the documents, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

This pricing supplement relates only to the Notes offered hereby and does not relate to the Basket Components or other securities issued by the related MLPs. We have derived all disclosures contained in this pricing supplement regarding each Basket Component from the publicly available documents described in the preceding paragraph. In connection with the offering of the Notes, none of Citigroup Inc., Citigroup Funding or Citigroup Global Markets has participated in the preparation of such documents or made any due diligence inquiry with respect to any of the MLP issuers of the Basket Components. None of Citigroup Funding or Citigroup Global Markets makes any representation that such publicly available documents or any other publicly available information regarding each of the relevant MLPs is accurate or complete.

The notes represent obligations of Citigroup Funding only. None of the MLP issuers of the Basket Components is involved in any way in this offering nor have any obligation relating to the Notes or to holders of the Notes.

DESCRIPTION OF ATLAS PIPELINE PARTNERS, L.P.

According to publicly available documents, Atlas Pipeline Partners, L.P. provides natural gas gathering, processing and transportation services. Its SEC file number is 001-14998. Atlas Pipeline Partners, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in “—General” above.

Historical Data on the Common Units of Atlas Pipeline Partners, L.P.

The common units of Atlas Pipeline Partners, L.P. are listed on NYSE under the symbol “APL.” The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Atlas Pipeline Partners, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Atlas Pipeline Partners, L.P.

According to Atlas Pipeline Partners, L.P.’s Form 10-Q for the quarterly period ended June 30, 2012, as of August 3, 2012 there were 53,723,412 common units of Atlas Pipeline Partners, L.P. issued and outstanding.

Holders of Notes will not be entitled to any rights with respect to the common units of Atlas Pipeline Partners, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).

The closing price of the common units of Atlas Pipeline Partners, L.P. on October 31, 2012 was $35.38.

PS-24

Graph of Historical Trading Price Information

The following graph sets forth the daily closing price of the common units of Atlas Pipeline Partners, L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Atlas Pipeline Partners, L.P. are not indicative of future closing prices of the common units of Atlas Pipeline Partners, L.P.

PS-25

DESCRIPTION OF ENBRIDGE ENERGY PARTNERS, L.P.

According to publicly available documents, Enbridge Energy Partners, L.P. owns and operates crude oil and liquid petroleum transportation and storage assets, and natural gas gathering, treating, processing, transportation and marketing assets. Its SEC file number is 001-10934. Enbridge Energy Partners, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in “—General” above.

Historical Data on the Common Units of Enbridge Energy Partners, L.P.

The common units of Enbridge Energy Partners, L.P. are listed on NYSE under the symbol “EEP.” The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Enbridge Energy Partners, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Enbridge Energy Partners, L.P.

According to Enbridge Energy Partners, L.P.’s Form 10-Q for the quarterly period ended June 30, 2012, as of July 31, 2012 there were 238,108,428 common units of Enbridge Energy Partners, L.P. issued and outstanding.

Holders of Notes will not be entitled to any rights with respect to the common units of Enbridge Energy Partners, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).

The closing price of the common units of Enbridge Energy Partners, L.P. on October 31, 2012 was $30.00.

We make no representation as to the amount of dividends, if any, that Enbridge Energy Partners, L.P. may pay in the future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Enbridge Energy Partners, L.P.

Graph of Historical Trading Price Information

The following graph sets forth the daily closing price of the common units of Enbridge Energy Partners, L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Enbridge Energy Partners, L.P. are not indicative of future closing prices of the common units of Enbridge Energy Partners, L.P.

PS-27

DESCRIPTION OF ENERGY TRANSFER EQUITY, L.P.

According to publicly available documents, Energy Transfer Equity, L.P. is engaged in natural gas operations, including natural gas gathering, transportation, treatment, processing, and storage services through Energy Transfer Partners, L.P., Regency Energy Partners LP and Southern Union Company. Its SEC file number is 001-32740. Energy Transfer Equity, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in “—General” above.

Historical Data on the Common Units of Energy Transfer Equity, L.P.

The common units of Energy Transfer Equity, L.P. are listed on NYSE under the symbol “ETE.” The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Energy Transfer Equity, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Energy Transfer Equity, L.P.

According to Energy Transfer Equity, L.P.’s Form 10-Q for the quarterly period ended June 30, 2012, as of August 1, 2012 there were 279,955,608 common units of Energy Transfer Equity, L.P. issued and outstanding.

Holders of Notes will not be entitled to any rights with respect to the common units of Energy Transfer Equity, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).

The closing price of the common units of Energy Transfer Equity, L.P. on October 31, 2012 was $44.01.

We make no representation as to the amount of dividends, if any, that Energy Transfer Equity, L.P. may pay in the future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Energy Transfer Equity, L.P.

Graph of Historical Trading Price Information

The following graph sets forth the daily closing price of the common units of Energy Transfer Equity, L.P., as reported on NYSE, from February 2, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Energy Transfer Equity, L.P. are not indicative of future closing prices of the common units of Energy Transfer Equity, L.P. This graph does not reflect intra-day pricing.

PS-29

DESCRIPTION OF ENTERPRISE PRODUCTS PARTNERS L.P.

According to publicly available documents, Enterprise Products Partners L.P. is a North American midstream energy company providing a wide range of services to producers and consumers of natural gas, natural gas liquids, crude oil, refined products and certain petrochemicals. In addition, Enterprise Products Partners L.P. develops pipelines and other midstream energy infrastructure in the continental United States and Gulf of Mexico. Its SEC file number is 001-14323. Enterprise Products Partners L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in “—General” above.

Historical Data on the Common Units of Enterprise Products Partners L.P.

The common units of Enterprise Products Partners L.P. are listed on NYSE under the symbol “EPD.” The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Enterprise Products Partners L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Enterprise Products Partners L.P.

According to Enterprise Products Partners L.P.’s Form 10-Q for the quarterly period ended June 30, 2012, as July 31, 2012 there were 884,165,626 common units of Enterprise Products Partners L.P. issued and outstanding.

Holders of Notes will not be entitled to any rights with respect to the common units of Enterprise Products Partners L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).

The closing price of the common units of Enterprise Products Partners L.P. on October 31, 2012 was $52.71.

We make no representation as to the amount of dividends, if any, that Enterprise Products Partners L.P. may pay in the future. In any event, as an investor in the Notes, you will not be entitled to any direct dividend payments from Enterprise Products Partners L.P.

Graph of Historical Trading Price Information

The following graph sets forth the daily closing price of the common units of Enterprise Products Partners L.P., as reported on NYSE, from January 3, 2006 to October 31, 2012. The data reflected in the graph below were obtained from Bloomberg L.P. Past closing prices of the common units of Enterprise Products Partners L.P. are not indicative of future closing prices of the common units of Enterprise Products Partners L.P.

PS-31

DESCRIPTION OF GENESIS ENERGY, L.P.

According to publicly available documents, Genesis Energy, L.P. is a midstream oil and gas energy company with customers, operations and assets which include pipelines, refinery-related plants, storage tanks and terminals, barges and trucks. Genesis Energy, L.P. is primarily focused on providing services around and within refinery complexes. Its SEC file number is 001-12295. Genesis Energy, L.P. files reports (including its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012) and other information with the SEC, and such reports and other information are available to the public as described in “—General” above.

Historical Data on the Common Units of Genesis Energy, L.P.

The common units of Genesis Energy, L.P. are listed on NYSE under the symbol “GEL.” The following table sets forth, for each of the quarterly periods indicated, the high and the low closing prices for the common units of Genesis Energy, L.P., as reported on NYSE, as well as the cash dividends paid per common unit of Genesis Energy, L.P.

According to Genesis Energy, L.P.’s Form 10-Q for the quarterly period ended June 30, 2012, as August 1, 2012 there were 79,424,522 common units of Genesis Energy, L.P. issued and outstanding.

Holders of Notes will not be entitled to any rights with respect to the common units of Genesis Energy, L.P. (including, without limitation, voting rights or rights to receive dividends or other distributions in respect thereof).