FWP 1 dfwp.htm PRICING SHEET Pricing Sheet

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Pricing Sheet dated December 22, 2009 relating to

Offering Summary No. 2009-MTNDD456 dated December 3, 2009

Registration Statement Nos. 333-157386 and 333-157386-01

Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in Commodities

PLUS Based on the Value of the Dow Jones-UBS Commodity IndexSM due June 28, 2011

Performance Leveraged Upside SecuritiesSM

 

PRICING TERMS – DECEMBER 22, 2009     

Issuer:

   Citigroup Funding Inc.

Guarantee:

   Any payments due on the PLUS are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company; however, because the PLUS are not principal protected, you may receive an amount at maturity that is less than the stated principal amount of your initial investment.

Aggregate principal amount:

   $3,624,000

Stated principal amount:

   $1,000 per PLUS

Issue price:

   $1,000 per PLUS (see “Underwriting fee and issue price” below)

Pricing date:

   December 22, 2009

Original issue date:

   December 28, 2009

Maturity date:

   June 28, 2011

Underlying commodity index:

   Dow Jones-UBS Commodity IndexSM

Payment at maturity per PLUS:

  

If the final index value is greater than the initial index value,

•    $1,000 + leveraged upside payment

In no event will the payment at maturity exceed the maximum payment at maturity.

If the final index value is less than or equal to the initial index value,

•    $1,000 x index performance factor

This amount will be less than or equal to the stated principal amount of $1,000 and could be zero. There is no minimum payment at maturity on the PLUS.

Maximum payment at maturity:

   $1,270 per PLUS (127% of the stated principal amount)

Leveraged upside payment:

   $1,000 x leverage factor x index percent increase

Leverage factor:

   300%

Index percent increase:

   (final index value – initial index value) / initial index value

Index performance factor:

   final index value / initial index value

Initial index value:

   134.8537, which is the index value on the pricing date

Final index value:

   The index value on the valuation date

Valuation date:

   June 21, 2011, subject to adjustment for non-index business days and certain market disruption events

CUSIP:

   17308CNF9

ISIN:

   US17308CNF94

Listing:

   The PLUS 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 the related offering summary.

Underwriting fee and issue price:

     Price to public(1)      Underwriting fee(1)(2)    Proceeds to issuer

Per PLUS

     $1,000      $20    $980

Total

     $3,624,000      $72,480    $3,551,520

(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 PLUS purchased by that investor. The lowest price payable by an investor is $992.50 per PLUS. Please see “Syndicate Information” on page 7 of the related offering summary 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 $20 for each PLUS they sell. See “Fees and selling concessions” on page 6 of the related offering summary. The selling concession may be reduced for volume purchase discounts depending on the aggregate amount of PLUS purchased by an investor. See “Syndicate Information” on page 7 of the related offering summary.

YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE OFFERING SUMMARY DESCRIBING THE OFFERING, THE RELATED PLUS PRODUCT SUPPLEMENT, PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW.

Offering Summary filed on December 4, 2009

http://www.sec.gov/Archives/edgar/data/1318281/000119312509246907/dfwp.htm

PLUS Product Supplement filed on December 3, 2009

http://www.sec.gov/Archives/edgar/data/831001/000119312509246765/d424b2.htm

Prospectus Supplement filed on February 18, 2009

http://www.sec.gov/Archives/edgar/data/831001/000095012309003022/y74453b2e424b2.htm

Prospectus filed on February 18, 2009

http://www.sec.gov/Archives/edgar/data/831001/000095012309003016/y74453sv3asr.htm

THE PLUS 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.

“Dow Jones,” “UBS,” “Dow Jones – UBS Commodity IndexSM,” “DJ-UBSSM” and “DJ-UBSCISM” are service marks of Dow Jones & Company, Inc. and UBS AG, and have been licensed for use for certain purposes by Citigroup Funding and its affiliates. The PLUS based on the Dow Jones-UBS Commodity Index are not sponsored, endorsed, sold or promoted by Dow Jones, UBS AG, UBS Securities LLC or any of their subsidiaries or affiliates, and neither of Dow Jones, UBS AG, UBS Securities LLC or any of their subsidiaries or affiliates makes any representation or warranty regarding the advisability of investing in the PLUS.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a PLUS product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“Commission”) for the offering to which this communication relates. You should read the PLUS product supplement, prospectus supplement and prospectus in that registration statement (File No. 333-157386) and the other documents Citigroup Funding Inc. 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 PLUS product supplement and related prospectus supplement and prospectus by calling toll-free 1-877-858-5407.