FWP 1 dfwp.htm PRICING SHEET Pricing Sheet
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Pricing Sheet dated December 23, 2009 relating to

Offering Summary No. 2009-MTNDD452 dated December 3, 2009

and Preliminary Pricing Supplement No. 2009-MTNDD452,

subject to completion, dated December 3, 2009

Filed pursuant to Rule 433

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

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Index LASERSSM Based on the Value of the Dow Jones Industrial AverageSM

due January 9, 2013

Index LeAding StockmarkEt Return Securities

 

PRICING TERMS – DECEMBER 23, 2009

Issuer:

   Citigroup Funding Inc.

Guarantee:

   Any payments due on the Index LASERSSM are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company; however, because the Index LASERSSM are not principal protected, you may receive a payment at maturity with a value less than the amount you initially invest.

Pricing date:

   December 23, 2009

Original issue date:

   December 29, 2009

Maturity date:

   January 9, 2013

Underlying index:

   Dow Jones Industrial AverageSM

Aggregate principal amount:

   $19,840,000

Payment at maturity per Index LASERSSM:

  

The payment at maturity per $10 Index LASERSSM will equal $10 plus:

a.    If the underlying index never depreciates by 40% or more, to a level of 6,279.86, at anytime during the term of the note, including intraday, the product of (i) $10 and (ii) the greater of (x) the index return amount and (y) the fixed percentage

b.    Otherwise, the product of $10 and the index return amount

Index return amount:

  

If the value of the underlying index is greater than 6,279.86, 60% of the initial index value, at all times after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), the index return amount will equal:

$10 x (the greater of (x) the index percent change and (y) the fixed percentage)

If the value of the underlying index is less than or equal to 6,279.86, 60% of the initial index value, at any time after the pricing date up to and including the valuation date (whether intra-day or at the close of trading on any index business day), the index return amount will equal:

$10 x the index percent change

This amount could be less than or equal to the stated principal amount of $10 and could be zero. There is no minimum payment at maturity on the Index LASERSSM.

Fixed percentage:

   10% (3.303% per annum on a simple interest basis)

Index percent change:

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

Initial index value:

   10,466.44, which is the index closing value on the pricing date

Final index value:

   The index closing value on the valuation date

Valuation date:

   January 4, 2013, subject to adjustment for non-index business days and certain market disruption events

Interest:

   None

Stated principal amount:

   $10 per Index LASERSSM

Issue price:

   $10 per Index LASERSSM (See “Underwriting fee and issue price” below)

CUSIP:

   17314V700

ISIN:

   US17314V7001

Listing:

   The Index LASERSSM 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 Index LASERSSM

     $10.0000      $0.3000    $9.7000

Total

     $19,840,000      $595,200    $19,244,800

(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 Index LASERSSM purchased by that investor. The lowest price payable by an investor is $9.9000 per Index LASERSSM . Please see “Syndicate Information” on page 8 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 $0.3000 for each Index LASERSSM they sell. See “Fees and selling concessions” on page 7 of the related offering summary. The selling concession may be reduced for volume purchase discounts depending on the aggregate amount of Index LASERSSM purchased by an investor. See “Syndicate Information” on page 8 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.

Offering Summary filed on December 3, 2009:

http://www.sec.gov/Archives/edgar/data/831001/000119312509246736/dfwp.htm

Preliminary Pricing Supplement filed on December 3, 2009:

http://www.sec.gov/Archives/edgar/data/831001/000119312509246600/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 INDEX LASERSSM 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 Industrial AverageSM” is a service mark of Dow Jones & Company, Inc. and has been licensed for use for certain purposes by Citigroup Funding Inc. The Index LASERSSM have not been passed on by Dow Jones & Company, Inc. The notes are not sponsored, endorsed, sold or promoted by Dow Jones & Company, Inc. and Dow Jones & Company, Inc. does not make any warranties

or bear any liability with respect to the Index LASERSSM.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and related prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and related prospectus supplement in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering.

You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus and related prospectus supplement by calling

toll-free 1-877-858-5407.