FWP 1 dfwp.htm PRICING SHEET Pricing Sheet
Citigroup Funding Inc.   

Pricing Sheet dated April 26, 2010 relating to

Offering Summary No. 2010-MTNDD511 dated March 26, 2010

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

Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

357,000 Buffered PLUS Based on the Value of the S&P 500® Index due April 26, 2012

Buffered Performance Leveraged Upside SecuritiesSM

PRICING TERMS – April 26, 2010

 

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:

   

 

April 26, 2012

 

Underlying index:

   

 

S&P 500® Index

 

Aggregate principal amount:

   

 

$3,570,000

 

Payment at maturity per Buffered PLUS:

   

 

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

 

•    $10 + the 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 but has decreased from the initial index value by an amount less than or equal to the buffer amount of 10%:

 

•    $10

 

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

 

•    ($10 × the index performance factor) + $1.00

 

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

 

Leveraged upside payment:

   

 

$10 × leverage factor x index percent increase

 

Leverage factor:

   

 

200%

 

Index percent increase:

   

 

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

 

Index performance factor:

   

 

final index value / initial index value

 

Initial index value:

   

 

1,212.05

 

Final index value:

   

 

The index closing value on the valuation date

 

Valuation date:

   

 

April 26, 2012, subject to postponement for non-index business 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:

   

 

$11.50 per Buffered PLUS (115% of the stated principal amount)

 

Interest:

   

 

None

 

Stated principal amount:

   

 

$10 per Buffered PLUS

 

Issue price:

   

 

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

 

Pricing date:

   

 

April 26, 2010

 

Original issue date:

   

 

April 29, 2010

 

CUSIP:

   

 

17314V411

 

ISIN:

   

 

US17314V4115

 

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    $3,570,000    $80,325    $3,489,675
(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 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 $0.2250 for each Buffered PLUS they sell. See “Fees and selling concessions” on page 7 of the related offering summary. This 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 March  26, 2010:

http://www.sec.gov/Archives/edgar/data/1318281/000119312510068846/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 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 securities 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 securities.

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. Before you invest, 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.