FWP 1 dfwp.htm PRICING SHEET Pricing Sheet

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Pricing Sheet dated December 23, 2009 relating to

Offering Summary No. 2009-MTNDD454 dated December 3, 2009

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

Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in International Equities

Buffered PLUS Based upon the iShares® MSCI EAFE Index Fund due January 9, 2012

Buffered Performance Leveraged Upside SecuritiesSM

 

P R I C I N G    T E R M S     –    D E C E M B E R    2 3,    2 0 0 9
Issuer:    Citigroup Funding Inc.
Guarantee:    Any payments due on the Buffered PLUS are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company; however, because 90% of the stated principal amount of the Buffered PLUS is at risk, you may receive an amount at maturity that is less than the stated principal amount of your initial investment.
Maturity date:    January 9, 2012
Underlying shares:    Shares of the iShares® MSCI EAFE Index Fund
Aggregate principal amount:    $5,290,000

Payment at maturity per

Buffered PLUS:

  

If the final share price is greater than the initial share price:

•    $10 + leveraged upside payment

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

If the final share price is less than or equal to the initial share price but has decreased from the initial share price by an amount less than or equal to the buffer amount of 10% :

•    $10

If the final share price is less than the initial share price and has decreased from the initial share price by an amount greater than the buffer amount of 10%:

•    ($10 x share performance factor) + $1.00

This amount will be less than the stated principal amount of $10. However, under no circumstances will the payment at maturity be less than $1.00 per Buffered PLUS.

Leveraged upside payment:    $10 x leverage factor x share percent increase
Leverage factor:    200%
Share percent increase:    (final share price – initial share price) / initial share price
Share performance factor:    final share price / initial share price
Initial share price:    $55.35, which is 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:    January 4, 2012, subject to postponement for non-trading days and certain market disruption events.
Buffer amount:    10%
Minimum payment at maturity:    $1.00 per Buffered PLUS (10% of the stated principal amount)
Maximum payment at maturity:    $12.40 per Buffered PLUS (124% of the stated principal amount)
Stated principal amount:    $10 per Buffered PLUS
Issue price:    $10 per Buffered PLUS (see “Underwriting fee and issue price” below)
Pricing date:    December 23, 2009
Original issue date:    December 29, 2009
CUSIP:    17314V882
ISIN:    US17314V8827
Listing:    The Buffered 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 Buffered PLUS

     $10.0000      $0.2250    $9.7750

Total

     $5,290,000      $119,025    $5,170,975

(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 Buffered PLUS purchased by that investor. The lowest price payable by an investor is $9.9250 per Buffered 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 $0.2250 for each Buffered 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 Buffered 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/1318281/000119312509246895/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 BUFFERED PLUS 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.

iShares® is a registered mark of Barclays Global Investors, N.A. (“BGI”). BGI has licensed certain trademarks and trade names of BGI to Citigroup Global Markets and its affiliates. The Buffered PLUS are not sponsored, endorsed, sold, or promoted by BGI. BGI makes no representations or warranties to the owners of the Buffered PLUS or any member of the public regarding the advisability of investing in the Buffered PLUS. BGI has no obligation or liability in connection with the operation, marketing, trading or sale of the Buffered 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.