FWP 1 dfwp.htm PRICING SHEET Pricing Sheet

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Pricing Sheet dated December 23, 2009 relating to

Offering Summary No. 2009-MTNDD460 dated December 4, 2009

and Preliminary Pricing Supplement No. 2009-MTN460,

subject to completion, dated December 4, 2009

Filed pursuant to Rule 433

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

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Principal Protected Notes Based on the Value of the S&P 500® Index due June 24, 2015

 

    P R I C I N G    T E R M S    –    D E C E M B E R    23,     2 0 0 9

Issuer:

   Citigroup Funding Inc.

Guarantee:

   Any payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company

Issue price:

   $10 per note (see “Underwriting fee and issue price” below)

Stated principal amount:

   $10 per note

Aggregate principal amount:

   $9,900,000

Pricing date:

   December 23, 2009

Original issue date:

   December 29, 2009

Maturity date:

   June 24, 2015

Interest:

   None

Principal protection:

   100%, subject to the credit risk of Citigroup Inc.

Underlying index:

   The S&P 500® Index

Payment at maturity:

  

The payment at maturity per $10 stated principal amount will equal:

$10 + supplemental redemption amount, if any, subject to the maximum payment at maturity

In no event will the payment at maturity be less than $10 or greater than the maximum payment at maturity per note

Supplemental redemption amount:

   (i) $10 times (ii) the index percent change, provided that the supplemental redemption amount will not be less than $0 or greater than $5.70

Maximum payment at maturity:

   $15.70 per note (157% of the stated principal amount).

Index percent change:

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

Initial index value:

   1,120.59, which is the index closing value on the pricing date

Final index value:

   The index closing value on the determination date

Determination date:

   June 19, 2015, subject to adjustment for non-index business days and certain market disruption events

CUSIP:

   17314V841

ISIN:

   US17314V8413

Listing:

   The notes 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 the issuer

Per note

     $10.0000      $0.3500    $9.6500

Total

     $9,900,000      $346,500    $9,553,500

(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 notes purchased by that investor. The lowest price payable by an investor is $9.9000 per note. Please see “Syndicate Information” on page 6 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 $0.3500 for each note they sell. See “Fees and selling concessions” on page 6 of the related offering summary. This selling concession may be reduced for volume purchase discounts depending on the aggregate amount of the notes purchased by an investor. See “Syndicate Information” on page 6 of the related offering summary.

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

Preliminary Pricing Supplement filed on December  4, 2009:

http://www.sec.gov/Archives/edgar/data/831001/000119312509247101/d424b2.htm

Offering Summary filed on December 4, 2009:

http://www.sec.gov/Archives/edgar/data/831001/000119312509247146/dfwp.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 NOTES 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.

“Standard & Poor’s®,” “S&P®,” “S&P 500®,” “Standard & Poor’s 500” and “500” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by Citigroup Funding and its affiliates. The notes are not sponsored, endorsed, sold or promoted by Standard & Poor’s or The McGraw-Hill Companies and neither makes any representation or warranty regarding the advisability of investing in the notes.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement (File No. 333-157386) and other documents Citigroup Funding Inc. and Citigroup Inc. have filed with the SEC 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 SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-858-5407.