FWP 1 dfwp.htm PRICING SHEET Pricing Sheet
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Pricing Sheet dated May 24, 2010 relating to

Offering Summary No. 2010-MTNDD534 dated April 26, 2010

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

Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in International Equities

492,000 Buffered PLUS Based on the iShares® MSCI Emerging Markets Index Fund

due May 29, 2012

 

PRICING TERMS – MAY 24, 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:

   May 29, 2012

Underlying shares:

   Shares of the iShares® MSCI Emerging Markets Index Fund (“EEM”)

Aggregate principal amount:

   $4,920,000

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% from the initial share price: $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% from the initial share price:

  

($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.

Share percent increase:

   (final share price – initial share price) / initial share price

Share performance factor:

   final share price / initial share price

Leveraged upside payment:

   $10 x leverage factor x share percent increase

Initial share price:

   $36.95

Final share price:

   The closing price of one underlying share on the valuation date

Valuation date:

   May 23, 2012, subject to postponement for non–trading days and certain market disruption events

Leverage factor:

   200%

Buffer amount:

   10%

Maximum payment at maturity:

   $14.00 per Buffered PLUS (140% of the stated principal amount)

Minimum payment at maturity:

   $1.00 per Buffered PLUS (10% 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:

   May 24, 2010

Original issue date:

   May 27, 2010

CUSIP:

   17314V338

ISIN:

   US17314V3380

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

     $4,920,000      $110,700    $4,809,300

(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 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 concession of $0.2250 for each Buffered PLUS they sell. See “Fees and selling concessions” on page 7 of the related offering summary. The 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 8 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 April 26, 2010:

http://www.sec.gov/Archives/edgar/data/1318281/000119312510093146/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.

iShares® is a registered trademark of BlackRock Institutional Trust Company, N.A. (“BTC”). The Securities are not sponsored, endorsed, sold, or promoted by BTC. BTC makes no representations or warranties to the owners of the Securities or any member of the public regarding the advisability of investing in the Securities. BTC has no obligation or liability in connection with the operation, marketing, trading or sale of 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.