FWP 1 dp19247_fwp.htm FORM FWP
 
September 17, 2010
Medium-Term Notes, Series D
No. 2010-MTNDD635
to Registration Statement Nos. 333-157386 and 333-157386-01
Filed pursuant to Rule 433
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
 
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
The Jump Securities offer the opportunity for investors to earn a return based on the performance of the common stock of Symantec Corporation. Unlike ordinary debt securities, the securities do not pay interest and do not guarantee the return of 100% of the principal at maturity. Instead, at maturity, you will receive a positive return on the securities equal to 8% to 12%, which we refer to as the upside payment, if the share price on the valuation date is, at all, above the initial share price. If, on the other hand, the share price on the valuation date is at or below the initial share price, you will receive for each $10 stated principal amount of securities that you hold, a payment that is equal to or less than the stated principal amount of $10 by an amount that is proportionate to any percentage decrease from the initial share price. This amount may be significantly less than the stated principal amount of the securities and may be zero. The securities are a series of unsecured securities issued by Citigroup Funding Inc. Any payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company. All payments on the securities are subject to the credit risk of Citigroup Inc.
SUMMARY TERMS
  
Issuer:
Citigroup Funding Inc.
Guarantee:
 
 
Any payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company; however, because the return of the principal amount of your investment at maturity is not guaranteed, you may receive an amount at maturity that is substantially less than the stated principal amount of your initial investment and could be zero.
Aggregate principal amount:
$
Stated principal amount:
$10 per security
Issue price:
$10 per security (see “Underwriting fee and issue price” below)
Pricing date:
September      , 2010 (expected to price on or about September 27, 2010, or if such day is not a scheduled trading day, the next succeeding scheduled trading day)
Original issue date:
September      , 2010  (three business days after the pricing date)
Maturity date:
March 23, 2011
Underlying shares:
Shares of the common stock of Symantec Corporation (NASDAQ symbol: “SYMC”)
Payment at maturity:
If final share price is greater than initial share price,
$10 + the upside payment
If final share price is less than or equal to initial share price,
$10 x share performance factor
This amount will be less than or equal to the stated principal amount of $10.
Upside payment:
$0.80 to $1.20 per security (8% to 12% of the stated principal amount) (to be determined on the pricing date).  Accordingly, even if the final share price is significantly greater than the initial share price, your payment at maturity will not exceed $10.80 to $11.20 per security.
Initial share price:
The closing price of one underlying share on the pricing date
Final share price:
The closing price of one underlying share on the valuation date
Valuation date:
March 18, 2011, subject to postponement for certain market disruption events
Share performance factor:
final share price / initial share price
CUSIP:
17316G818
ISIN:
US17316G8188
Listing:
The securities will not be listed on any securities exchange.
Underwriter:
Citigroup Global Markets Inc., an affiliate of the issuer. See “Supplemental information regarding plan of distribution; conflicts of interest” in this offering summary.
Underwriting fee and issue price:
Price to Public(1)
Underwriting Fee(1)(2)
Proceeds to Issuer
Per Security
$10.0000
$0.1500
$9.8500
Total
$
$
$
 
(1) The actual price to public and underwriting fee for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of securities purchased by that investor.  The lowest price payable by an investor is $9.9500 per security.  Please see “Syndicate Information” on page 6 for further details.
(2) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the underwriter), and their financial advisors will collectively receive from the underwriter, Citigroup Global Markets Inc., a fixed selling concession of $0.1500 for each security they sell. See “Fees and selling concessions” on page 6. The selling concession may be reduced for volume purchase discounts depending on the aggregate amount of securities purchased by an investor. See “Syndicate Information” on page 6. For additional information, see “Plan of Distribution; Conflict of Interests” in the accompanying pricing supplement.
You should read this document together with the preliminary pricing supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below, before you decide to invest.
Preliminary Pricing Supplement filed on September 17, 2010:
Prospectus Supplement filed on February 18, 2009:
Prospectus filed on February 18, 2009:
The securities are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
 
Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a preliminary pricing supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“Commission”) for the offering to which this communication relates. Before you invest, you should read the preliminary pricing supplement, prospectus supplement and prospectus in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup Inc. have filed with the Commission for more complete information about Citigroup Funding Inc., Citigroup Inc. and this offering. You may get these documents for free by visiting EDGAR on the Commission’s website at www.sec.gov. Alternatively, you can request the preliminary pricing supplement and related prospectus supplement and prospectus by calling toll-free 1-877-858-5407.
 
 
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Investment Overview
The Jump Securities
The Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011 can be used:
 
§
As an alternative to direct exposure to the underlying shares that provides a fixed positive return if the underlying shares appreciate in value at all
 
§
To enhance returns and potentially outperform the underlying shares in a moderately bullish scenario
 
The securities are exposed on a 1:1 basis to the negative performance of the common stock of Symantec Corporation

Maturity:
Approximately 6 months
   
Upside payment:
$0.80 to $1.20 (8% to 12% of the stated principal amount)
 
Overview of Symantec Corporation
Symantec Corporation (NASDAQ symbol: “SYMC”) is a global provider of security, storage, and systems management solutions that help businesses and consumers secure and manage their information.  Its SEC file number is 000-17781.
 
Information as of market close on September 16, 2010:
 
Bloomberg Ticker Symbol:
SYMC
   
Current Share Price:
 $14.94
   
52 Weeks Ago (on 9/17/2009):
 16.03
   
52 Week High (on 1/19/2010):
 19.14
   
52 Week Low (on 8/13/2010):
 12.34

Symantec Corporation Common Stock – Daily Closing Prices
January 3, 2005 to September 16, 2010
 
September 2010
Page 2
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Key Investment Rationale
 
Investors will receive a positive return on the securities if the share price on the valuation date is above the initial share price.
Payment Scenario 1
The final share price value is greater than the initial share price.  In this scenario, each security redeems for $10.80 to $11.20 per security (108% to 112% of the stated principal amount), as determined on the pricing date.  Accordingly, even if the final share price is significantly greater than the initial share price, your payment at maturity will not exceed $10.80 to $11.20 per security, and your return may be less than if you invested in the underlying shares directly.
Payment Scenario 2
The final share price is less than or equal to the initial share price.  In this scenario, each security redeems for less than the stated principal amount of $10 by an amount proportionate to the decrease in the value of the underlying shares from the initial share price.  There is no minimum payment at maturity.
 
Summary of Selected Key Risks (see page 9)
 
§
No guaranteed return of principal.
 
§
No interest payments.
 
§
Appreciation potential is fixed and limited.
 
§
The market price of the securities will be influenced by many unpredictable factors, including the trading price, volatility and dividend rates of the common stock of Symantec Corporation, and you may receive less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.
 
§
The securities are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the securities.
 
§
Investing in the securities is not equivalent to investing in the underlying shares.
 
§
Neither we nor any of our affiliates makes any representation to you as to the performance of the underlying shares.
 
§
Affiliate research reports and commentary.
 
§
The inclusion of underwriting fees and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices.
 
§
The antidilution adjustments do not cover every event that could affect the underlying shares.
 
§
The securities will not be listed on any securities exchange and secondary trading may be limited.
 
§
The calculation agent, which is an affiliate of ours, will make determinations with respect to the securities.
 
§
Hedging and trading activity by the calculation agent and its affiliates could potentially affect the value of the securities.
 
§
The U.S. federal income tax consequences of an investment in the securities are unclear.
 
September 2010
Page 3
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Fact Sheet
 
The securities offered are senior unsecured obligations of Citigroup Funding, will pay no interest, do not guarantee any return of principal at maturity and have the terms described in the accompanying preliminary pricing supplement, the prospectus supplement and the prospectus.  At maturity, if the final share price is greater than the initial share price an investor will receive for each $10 stated principal amount of securities that the investor holds, the $10 stated principal amount and a fixed return equal to the upside payment.  However, if the final share price is less than or equal to the initial share price, the payment at maturity will be less than the stated principal amount of $10 by an amount that is proportionate to the percentage decrease of the final share price from the initial share price.  The securities are senior notes issued as part of Citigroup Funding’s Series D Medium-Term Senior Notes program.  Any payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company. All payments on the securities are subject to the credit risk of Citigroup Inc.

Expected Key Dates
    
Pricing Date:
Original Issue Date (Settlement Date):
Maturity Date:
September     , 2010 (expected to price on or about September 27, 2010, or if such day is not a scheduled trading day, the next succeeding scheduled trading day)
September     , 2010 (three business days after the pricing date)
March 23, 2011
Key Terms
  
Issuer:
Citigroup Funding Inc.
Guarantee:
 
 
Any payments due on the securities are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company; however, because the return of the principal amount of your investment at maturity is not guaranteed, you may receive an amount at maturity that is substantially less than the stated principal amount of your initial investment and could be zero.
Underlying shares:
Shares of the common stock of Symantec Corporation (NASDAQ symbol: “SYMC”)
Aggregate principal amount:
$
Issue price:
$10 per security (see “Syndicate Information” on page 6)
Stated principal amount:
$10 per security
Denominations:
$10 per security and integral multiples thereof
Interest:
None
Payment at maturity:
If the final share price is greater than the initial share price,
$10 + the upside payment
If the final share price is less than or equal to the initial share price,
$10 x share performance factor
This amount will be less than or equal to the stated principal amount of $10.
Upside payment:
$0.80 to $1.20 per security (8% to 12% of the stated principal amount) (to be determined on the pricing date).  Accordingly, even if the final share price is significantly greater than the initial share price, your payment at maturity will not exceed $10.80 to $11.20 per security.
Initial share price:
The closing price of one underlying share on the pricing date
Final share price:
The closing price of one underlying share on the valuation date
Valuation date:
March 18, 2011, subject to postponement for certain market disruption events
Share performance factor:
(final share price / initial share price)
Risk factors:
Please see “Risk Factors” beginning on page 9.
Clearing and settlement:
DTC
 
September 2010
Page 4
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
General Information
  
Listing:
The securities will not be listed on any securities exchange.
CUSIP:
17316G818
ISIN:
US17316G8188
Tax considerations:
Prospective investors should note that the discussion under “Certain United States Federal Income Tax Considerations” in the accompanying prospectus supplement does not apply to the securities offered under the accompanying preliminary pricing supplement and is superseded by the following discussion.
 
Each holder, by purchasing the securities, agrees to treat them as prepaid forward contracts for U.S. federal income tax purposes.  There is uncertainty regarding this treatment, and the Internal Revenue Service (the “IRS”) or a court might not agree with it.
 
 
Assuming this treatment of the securities is respected and subject to the discussion in “Description of Securities—Certain United States Federal Tax Considerations” in the accompanying preliminary pricing supplement, the following U.S. federal income tax consequences should result based on current law:
  §
A U.S. Holder should not be required to recognize taxable income over the term of the securities prior to maturity, other than pursuant to a sale or exchange.
  §
Upon sale, exchange or settlement of the securities at maturity, a U.S. Holder will recognize short-term capital gain or loss equal to the difference between the amount realized and the U.S. Holder’s tax basis in the securities.
 
Under current law, Non-U.S. Holders generally will not be subject to U.S. federal income or withholding tax with respect to amounts received on the sale, exchange or retirement of the securities.  Special rules apply to non-U.S. investors who are present in the United States for 183 days or more in a taxable year or whose gain on the securities is effectively connected with a U.S. trade or business.
 
In 2007, the Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, which may include the securities.  The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment.  It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; and the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax.  While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.
 
Both U.S. and non-U.S. persons considering an investment in the securities should read the discussion under “Description of Securities—Certain United States Federal Tax Considerations” in the accompanying preliminary pricing supplement and consult their tax advisers regarding all aspects of the U.S. federal income tax consequences of an investment in the securities, including possible alternative treatments, the issues presented by the 2007 notice, and any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Trustee:
The Bank of New York Mellon (as successor trustee under an indenture dated June 1, 2005)
Calculation agent:
Citigroup Global Markets Inc.
Use of proceeds and hedging:
The net proceeds we receive from the sale of the securities will be used for general corporate purposes and, in part, in connection with hedging our obligations under the securities through one or more of our affiliates.
On or prior to the pricing date, we, through our affiliates or others, will hedge our anticipated exposure in connection with the securities by taking positions in the underlying shares and in futures and options contracts on the underlying shares and any other securities or instruments that we may wish to use in connection with such hedging.  Such purchase activity could increase the price of the underlying shares, and therefore the price at which the underlying shares must close on the valuation date before investors would receive at maturity a payment that exceeds the stated principal amount of the securities.  For further information on our use of proceeds and hedging, see “Use of Proceeds and Hedging” in the accompanying preliminary pricing supplement.
ERISA and IRA 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 the securities as long as either (A) (1) no Citigroup Global Markets affiliate or employee is a fiduciary to such plan or retirement
 
September 2010
Page 5
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
 
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 securities 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 securities or (B) its acquisition and holding of the securities 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 securities if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of securities by the account, plan or annuity.
 
You should refer to the section “ERISA Matters” in the accompanying pricing supplement for more information.
Fees and selling concessions:
Citigroup Global Markets, an affiliate of Citigroup Funding and the underwriter of the sale of the securities, will receive an underwriting fee of $0.150 from Citigroup Funding for each security sold in this offering. From this underwriting fee, Citigroup Global Markets will pay selected dealers, including its affiliate Morgan Stanley Smith Barney LLC, and their financial advisors collectively a fixed selling concession of $0.150 for each security they sell. The underwriting fee and selling concession payable in connection with sales of the securities may be reduced for volume purchase discounts in accordance with the chart in “Syndicate Information” below.
 
Additionally, it is possible that Citigroup Global Markets and its affiliates may profit from expected hedging activity related to this offering, even if the value of the securities declines. You should refer to “Risk Factors” below and “Risk Factors” and “Plan of Distribution; Conflicts of Interest” in the accompanying pricing supplement for more information.
Supplemental information
regarding plan of distribution;
conflicts of interest:
Citigroup Global Markets is an affiliate of Citigroup Funding.  Accordingly, the offering of the securities will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 2720 of the NASD Conduct Rules adopted by the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are NOT permitted to purchase the securities, either directly or indirectly. See “Plan of Distribution; Conflicts of Interest” in the accompanying pricing supplement.
Contact:
Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or our principal executive offices at 1585 Broadway, New York, New York 10036 (telephone number (866) 477-4776).  All other clients may contact their local brokerage representative.  Third-party distributors may contact Citi Structured Investment Sales at (212) 723-7288.

Syndicate Information
 
The actual public offering price, the underwriting fee received by Citigroup Global Markets and the selling concession granted to selected dealers per security may be reduced for volume purchase discounts depending on the aggregate amount of securities purchased by a particular investor according to the following chart.
 
Syndicate Information
 
Aggregate Principal Amount of Securities for Any Single Investor
Price to Public per Security
Underwriting Fee per
Security
Selling Concession per Security
< $1,000,000
$10.0000
$0.1500
$0.1500
³ $1,000,000 and < $3,000,000
$9.9750
$0.1250
$0.1250
³ $3,000,000 and < $5,000,000
$9.9625
$0.1125
$0.1125
³ $5,000,000
$9.9500
$0.1000
$0.1000
 
Selling concessions allowed to dealers in connection with the offering may be reclaimed by the underwriter, if, within 30 days of the offering, the underwriter repurchases the securities distributed by such dealers.
 
This offering summary represents a summary of the terms and conditions of the securities. We encourage you to read the accompanying preliminary pricing supplement, prospectus supplement and prospectus related to this offering, which can be accessed via the hyperlinks on the front page of this document.
 
September 2010
Page 6
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
How the Jump Securities Work
 
Payoff Diagram
 
The payoff diagram below illustrates the payment at maturity on the securities for a range of hypothetical percentage changes in the underlying shares.  The graph is based on the following terms:
 
Stated principal amount:
$10.00 per security
   
Hypothetical upside payment:
$1.00 (10% of the stated principal amount)
   
Minimum payment at maturity:
None
 
Jump Securities Payoff Diagram
 
How it works
 
§
Where the final share price is greater than the initial share price, the payment at maturity on the securities reflected in the graph above is greater than the $10.00 stated principal amount per security, but in all cases is equal to and will not exceed the $10.00 stated principal amount plus the hypothetical upside payment of $1.00 per security.  In the payoff diagram above, an investor will receive $11.00 per security, the stated principal amount plus the hypothetical upside payment, at any final share price greater than the initial share price.
 
§
Where the final share price is less than or equal to the initial share price, the payment at maturity will be less than the stated principal amount of $10.00 by an amount that is proportionate to the percentage decrease from the initial share price. For example, if the underlying shares have decreased by 25%, the payment at maturity will be $7.50 per security (75% of the stated principal amount).  There is no minimum payment at maturity on the securities.
 
September 2010
Page 7
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Payment at Maturity
 
At maturity, investors will receive for each $10 stated principal amount of securities that they hold an amount in cash based upon the closing price of the underlying shares on the valuation date, as determined as follows:
 
If the final share price is greater than the initial share price:
 
$10    +    Upside Payment
 
The upside payment will be $0.80 to $1.20 per security, to be determined on the pricing date.
 
If the final share price is less than or equal to the initial share price:
 
$10    ×   Share Performance Factor
 
Principal
  
Share Performance Factor
    
           
               
 
$10
    ×    
  
final share price
  
  
  
 
initial share price
 
 
Because the share performance factor will be less than or equal to 1.0, this payment will be less than or equal to $10.

September 2010
Page 8
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011

 
Risk Factors
 
The following is a non-exhaustive list of certain key risk factors for investors in the securities.  For further discussion of these and other risks, you should read the section entitled “Risk Factors” in the accompanying preliminary pricing supplement.  We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the securities.
 
§
The securities do not pay interest or guarantee return of principal.  The terms of the securities differ from those of ordinary debt securities in that the securities do not pay interest or guarantee payment of the principal amount at maturity.  If the final share price is less than the initial share price, you will receive for each security that you hold a payment at maturity that is less than the stated principal amount of each security by an amount proportionate to the decrease in the closing price of the underlying shares. There is no minimum payment at maturity on the securities, and, accordingly, you could lose your entire investment.
 
§
The appreciation potential of the securities is fixed and limited.  Where the final share price is greater than the initial share price, the appreciation potential of the securities is limited to the fixed upside payment of $0.80 to $1.20 per security (8% to 12% of the stated principal amount) even if the final share price is significantly greater than the initial share price.  The actual upside payment will be determined on the pricing date.  See “How the Jump Securities Work” on page 7 above.
 
§
The market price of the securities will be influenced by many unpredictable factors.  Several factors, many of which are beyond our control, will influence the value of the securities in the secondary market and the price at which Citigroup Global Markets may be willing to purchase or sell the securities in the secondary market.  We expect that generally the price of the underlying shares on any day will affect the value of the securities more than any other single factor.  However, because the payout on the securities is not directly correlated to the price of the underlying shares, the securities will trade differently from the underlying shares.  Other factors that may influence the value of the securities include:
 
 
o
the trading price and volatility (frequency and magnitude of changes in value) of the underlying shares,
 
 
o
dividend rates on the underlying shares,
 
 
o
interest and yield rate levels in the United States, and the differentials between such levels,
 
 
o
geopolitical conditions and economic, financial, regulatory, political, judicial or other events that affect the underlying shares,
 
 
o
time remaining to maturity of the securities,
 
 
o
the occurrence of certain events affecting the underlying shares that may or may not require an antidilution adjustment, and
 
 
o
any actual or anticipated changes in the credit ratings or credit spreads of Citigroup Inc.
 
Some or all of these factors will influence the market price of the securities prior to maturity and you may receive less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.
 
You cannot predict the future performance of the underlying shares based on their historical performance. The price of the underlying shares may decrease below the initial share price so that you will receive for each security you hold at maturity a payment that is less than the stated principal amount of the securities by an amount proportionate to the decline in the price of the underlying shares below the initial share price. There can be no assurance that the price of the underlying shares will have increased on the valuation date so that you will receive at maturity an amount that is greater than the principal amount of your investment. The prices of the underlying shares may be, and have recently been, extremely volatile, and we can give you no assurance that the volatility will lessen.  See “Historical Information” on page 13.  You may receive less, and possibly significantly less, than the stated principal amount per security if you try to sell your securities prior to maturity.
 
§
The securities are subject to the credit risk of Citigroup Inc., the guarantor of any payments due on the securities, and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the securities.  Investors are dependent on the ability of Citigroup Inc., Citigroup Funding’s parent company and the guarantor of any payments due on the securities, to pay all amounts due on the securities at maturity, and, therefore investors are subject to the credit risk of Citigroup Inc. and to changes in the market’s view of Citigroup
 
September 2010
Page 9
 
 
 
 
Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Inc.’s creditworthiness.  Any actual or anticipated decline in Citigroup Inc.’s credit ratings or actual or anticipated increase in the credit spreads charged by the market for taking Citigroup Inc.’s credit risk is likely to adversely affect the market value of the securities.
 
§
Investing in the securities is not equivalent to investing in the underlying shares.  Investing in the securities is not equivalent to investing in the underlying shares.  Investors in the securities will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the underlying shares. In addition, investors do not have the right to exchange their securities for underlying shares at any time.
 
§
Neither we nor any of our affiliates makes any representation to you as to the performance of the underlying shares.  We and/or our affiliates may presently or from time to time engage in business with Symantec Corporation.  In the course of such business, we and/or our affiliates may acquire non-public information with respect to Symantec Corporation, and neither we nor any of our affiliates undertakes to disclose any such information to you.  In addition, one or more of our affiliates may publish research reports with respect to the underlying shares.  The statements in the preceding two sentences are not intended to affect the rights of investors in the securities under the securities laws.  As a purchaser of the securities, you should undertake an independent investigation of Symantec Corporation as in your judgment is appropriate to make an informed decision with respect to an investment in the underlying shares.
 
§
Affiliate research reports and commentary. Citigroup Investment Research or other affiliates of Citigroup Funding may publish research reports or otherwise express opinions or provide recommendations from time to time regarding Symantec Corporation common stock or other matters that may influence the price of Symantec Corporation common stock and, therefore, the value of the securities. Any research, opinion or recommendation expressed by Citigroup Investment Research or other Citigroup Funding affiliates may not be consistent with purchasing, holding or selling the securities.
 
§
The inclusion of underwriting fees and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices.  Assuming no change in market conditions or any other relevant factors, the price, if any, at which Citigroup Global Markets is willing to purchase the securities in secondary market transactions will likely be lower than the original issue price, since the original issue price will include, and secondary market prices are likely to exclude, underwriting fees paid with respect to the securities, as well as the cost of hedging our obligations under the securities. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. These secondary market prices may be lower than the costs of unwinding the related hedging transactions at the time of the secondary market transaction. Our affiliates may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return under the terms of the securities or in any secondary market transaction. In addition, any secondary market prices may differ from values determined by pricing models used by Citigroup Global Markets as a result of dealer discounts, mark-ups or other transaction costs.
 
§
The antidilution adjustments the calculation agent is required to make do not cover every event that could affect the underlying shares.  Citigroup Global Markets, as calculation agent, will adjust the amount payable at maturity for certain events affecting the underlying shares.  However, the calculation agent will not make an adjustment for every event that could affect the underlying shares.  If an event occurs that does not require the calculation agent to adjust the amount payable at maturity, the market price of the securities may be materially and adversely affected.
 
§
The securities will not be listed on any securities exchange and secondary trading may be limited.  The securities will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the securities. Citigroup Global Markets may, but is not obligated to, make a market in the securities. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the securities easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the securities, the price at which you may be able to trade your securities is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If, at any time, Citigroup Global Markets were not to make a market in the securities, it is likely that there would be no secondary market for the securities. Accordingly, you should be willing to hold your securities to maturity.
 
§
The calculation agent, which is an affiliate of ours, will make determinations with respect to the securities.  Citigroup Global Markets, the calculation agent, is an affiliate of ours. As calculation agent, Citigroup Global Markets will determine the initial share price, the final share price and the share performance factor, and will calculate the amount of cash, if any, you receive at maturity. Determinations made by Citigroup Global Markets, in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the selection of
 
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Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
successor shares or calculation of the final share price in the event of a market disruption event, or delisting of the underlying shares, may affect the payout to you at maturity.
 
§
Hedging and trading activity by the calculation agent and its affiliates could potentially affect the value of the securities.  Citigroup Global Markets and other affiliates of ours will carry out hedging activities related to the securities, including trading in the underlying shares and in other instruments linked to the underlying shares.  Citigroup Global Markets and some of our other affiliates also trade the underlying shares and other financial instruments related to the underlying shares on a regular basis as part of their general broker-dealer and other businesses.  Any of these hedging or trading activities on or prior to the date we price the securities for initial sale to the public could potentially affect the initial share price of the underlying shares and, therefore, could increase the price at which the underlying shares must close on the valuation date before an investor receives a payment at maturity that exceeds the issue price of the securities.  Additionally, such hedging or trading activities during the term of the securities, including on the valuation date, could adversely affect the price of the underlying shares on the valuation date and, accordingly, the amount of cash you will receive at maturity.
 
§
The U.S. federal income tax consequences of an investment in the securities are unclear.  There is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and we do not plan to request a ruling from the IRS.  Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a court might not agree with the treatment of the securities as prepaid forward contracts.  If the IRS were successful in asserting an alternative treatment for the securities, the tax consequences of ownership and disposition of the securities might be affected materially and adversely.  As described above under “Tax considerations,” in 2007, Treasury and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments, which may include the securities.  Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the securities, possibly with retroactive effect.  Both U.S. and non-U.S. persons considering an investment in the securities should review carefully the section of the accompanying preliminary pricing supplement entitled “Description of Securities—Certain United States Federal Tax Considerations” and consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the securities (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
 
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Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Information about the Underlying Shares
 
Symantec Corporation
 
Symantec Corporation is a global provider of security, storage, and systems management solutions that help businesses and consumers secure and manage their information.  Its SEC file number is 000-17781.
 
The underlying shares are registered under the Securities Exchange Act of 1934, as amended. Information provided to or filed with the Securities and Exchange Commission by Symantec Corporation pursuant to the Securities Exchange Act of 1934, as amended, can be located by reference to the Securities and Exchange Commission file number detailed above through the Securities and Exchange Commission’s website at http://www.sec.gov. In addition, information regarding Symantec Corporation may be obtained from other sources including, but not limited to, press releases, newspaper articles and other publicly disseminated documents.
 
This offering summary relates only to the securities offered hereby and does not relate to the underlying shares or any securities of any other issuer. We have derived all disclosures contained in this offering summary regarding Symantec Corporation from the publicly available documents described in the preceding paragraph. In connection with the offering of the securities, none of Citigroup Funding, Citigroup Inc. or Citigroup Global Markets has participated in the preparation of such documents or made any due diligence inquiry with respect to Symantec Corporation. Furthermore, we cannot give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraph) that would affect the trading price of the underlying shares (and therefore the price of the underlying shares at the time we price the securities) have been publicly disclosed.  Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning Symantec Corporation could affect the value received at maturity with respect to the securities and therefore the trading price of the securities.  None of Citigroup Funding, Citigroup Inc. or Citigroup Global Markets makes any representation that such publicly available documents or any other publicly available information regarding Symantec Corporation is accurate or complete.
 
The securities represent obligations of Citigroup Funding only. Symantec Corporation is not involved in any way in this offering and has no obligation relating to the securities or to holders of the securities.
 
Neither Citigroup Inc. nor any of its subsidiaries makes any representation to you as to the performance of the underlying shares.
 
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Citigroup Funding Inc.
Jump Securities Based on the Common Stock of Symantec Corporation due March 23, 2011
 
Historical Information
 
The following table sets forth the published high and low closing prices, as well as end-of-quarter closing prices, of the underlying shares for each quarter in the period from January 1, 2005 through September 16, 2010. The closing price of the underlying shares on September 16, 2010 was $14.94.  We obtained the information below from Bloomberg Financial Markets, without independent verification.  You should not take the historical prices of the underlying shares as an indication of future performance, and no assurance can be given as to the price of the underlying shares on the valuation date.
 
Symantec Corporation (CUSIP: 0000849399)
High
Low
Period End
2005
      
First Quarter
$26.20
$20.08
$21.33
Second Quarter
22.68
18.23
21.74
Third Quarter
24.34
20.01
22.66
Fourth Quarter
24.00
16.61
17.50
2006
      
First Quarter
19.67
15.49
16.83
Second Quarter
17.81
15.16
15.54
Third Quarter
21.33
14.89
21.28
Fourth Quarter
21.91
18.82
20.85
2007
      
First Quarter
21.66
16.41
17.30
Second Quarter
20.51
16.85
20.20
Third Quarter
20.15
17.49
19.38
Fourth Quarter
21.16
16.13
16.14
2008
      
First Quarter
18.66
15.02
16.62
Second Quarter
21.73
16.87
19.35
Third Quarter
22.65
18.59
19.58
Fourth Quarter
18.94
10.05
13.52
2009
      
 First Quarter
16.06
12.62
14.94
 Second Quarter
17.81
14.19
15.56
 Third Quarter
17.46
14.78
16.47
 Fourth Quarter
18.15
15.73
17.89
2010
      
 First Quarter
19.14
16.52
16.92
 Second Quarter
17.41
13.84
13.88
 Third Quarter (through September 16, 2010)
15.19
12.34
14.94

 
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