FWP 1 dfwp.htm FINAL TERM SHEET Final Term Sheet

Pricing Sheet dated September 24, 2010 relating to Offering Summary and Preliminary Pricing

Supplement dated August 24, 2010

 

LOGO   

Medium-Term Notes, Series D

No. 2010-MTNDD612

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

Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

3,058,000 Index LASERSSM Based on the Value of the S&P 500® Index

due September 26, 2013

Index LeAding StockmarkEt Return Securities

 

FINAL T E R M S – SEPTEMBER 24, 2010

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 return of the stated principal amount of your investment at maturity is not guaranteed, you may receive a payment at maturity with a value less than the amount you initially invest.

Aggregate principal amount:

   $30,580,000

Stated principal amount:

   $10 per Index LASERSSM

Issue price:

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

Pricing date:

   September 24, 2010.

Original issue date:

   September 29, 2010 (three business days after the pricing date)

Valuation date:

   September 23, 2013, subject to adjustment for non-index business days and certain market disruption events

Maturity date:

   September 26, 2013

Underlying index:

   S&P 500® Index

Payment at maturity:

   The payment at maturity per $10 Index LASERSSM will equal: $10 + index return amount, which may be positive, zero or negative

Index return amount:

  

If the final index value is greater than 75% of the initial index value, the index return amount will equal:

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

If the final index value is less than or equal to 75% of the initial index value, the index return amount will equal:

•  $10 × the index percent change (which will be negative)

In this case, for each $10 Index LASERSSM you hold at maturity you will receive $7.50 or less and you may receive zero, resulting in a loss of 25% or more of the stated principal amount of your investment in the Index LASERSSM. There is no minimum payment at maturity on the Index LASERSSM.

Fixed percentage:

   13% (4.33% per annum on a simple interest basis).

Index percent change:

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

Initial index value:

   1,148.67

Final index value:

   The index closing value on the valuation date

CUSIP:

   17316G 875

ISIN:

   US17316G8758

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.”

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

     $30,580,000      $917,400    $29,662,600

(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 6 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, while selected dealers not affiliated with Citigroup Global Markets will receive a selling concession of up to $0.3000 for each Index LASERSSM they sell. Certain other broker-dealers affiliated with Citigroup Global Markets, including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited, will receive a concession, and Financial Advisors employed by Citigroup Global Markets will receive a fixed sales commission, of $0.3000 for each Index LASERSSM they sell. See “Fees and selling concessions” on page 5. This 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 6.

YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED OFFERING SUMMARY DESCRIBING THE OFFERING, THE RELATED PRICING SUPPLEMENT, PROSPECTUS SUPPLEMENT AND PROSPECTUS,

EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW, BEFORE YOU DECIDE TO INVEST.

Offering summary filed on August 24, 2010:

http://www.sec.gov/Archives/edgar/data/1318281/000119312510195961/dfwp.htm

Preliminary Pricing Supplement filed on August 24, 2010:

http://www.sec.gov/Archives/edgar/data/831001/000119312510195924/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

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 Inc. 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.