- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)

Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Nos. 333-157386 and 333-157386-01

 

 

 

NOTES    ï  DEPOSITS  ï  CERTIFICATES

 

Principal Protected Notes		Principal Protected Notes Based Upon the Brazilian Real Due 20

 

Citigroup Funding Inc.

Any Payments Due from Citigroup Funding Inc.
Fully and Unconditionally Guaranteed by Citigroup Inc.
Medium-Term Notes, Series D

 

OFFERING SUMMARY

(Related to the Pricing Supplement No. 2009-MTNDD418 Subject to Completion, Dated July 30, 2009, Prospectus Supplement, Dated February 18, 2009 and Prospectus, Dated February 18, 2009)

 

 

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus supplement and related prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement and the related prospectus in that registration statement (File No. 333-157386) and the other documents Citigroup Funding and Citigroup Inc. 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 by calling toll-free 1-877-858-5407.

 

Investment Products			Not FDIC Insured			May Lose Value			No Bank Guarantee

July 29, 2009

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            2   ï    Principal Protected Notes

 

Principal Protected Notes

Based Upon the Brazilian Real Due 20  

 

This offering summary represents a summary of the terms and conditions of the Notes. We encourage you to read the pricing supplement and accompanying prospectus supplement and prospectus related to this offering before making your decision to invest in the Notes .

 

You may access the prospectus supplement and prospectus on the SEC Web site at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC Web site):

 

•	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

 

Capitalized terms used in this overview are defined in the “Preliminary Terms” below.

 

Overview of the Notes

 

The Principal Protected Notes Based Upon the Brazilian Real (the “Notes”) are offered by Citigroup Funding Inc. and have a maturity of approximately 2.25 to 2.50 years (to be determined on the Pricing Date). The Notes are 100% principal protected if held to maturity, subject to the credit risk of Citigroup Inc. The Notes combine the investment characteristics of debt and currency investments and pay an amount at maturity that will depend on the percentage change in the value of the Brazilian real relative to the U.S. dollar, as measured by the BRL/USD Exchange Rate. If the Ending Exchange Rate is less than or equal to the Starting Exchange Rate, the payment you receive at maturity for each Note will equal $10. If the Ending Exchange Rate is greater than the Starting Exchange Rate, the payment you receive at maturity will be greater than the amount of your initial investment in the Notes. In such case, the return on a Note will be approximately 100% (to be determined on the Pricing Date) of the return on an investment directly linked to the Brazilian real because of the Participation Rate of approximately 100% (to be determined on the Pricing Date).

 

Some key characteristics of the Notes include:

 

n

Principal Protection. Your initial investment is 100% principal protected, subject to the credit risk of Citigroup Inc., if you hold your Notes to maturity. Notes sold in the secondary market prior to maturity are not principal protected. If you hold your Notes to maturity, you will receive at maturity an amount in cash equal to your initial investment plus the Currency Return Amount, which may be positive or

zero, subject to the Participation Rate. If the Ending Exchange Rate is greater than the Starting Exchange Rate, the Currency Return Amount will be positive. In all other circumstances, the Currency Return Amount will be zero, and at maturity you will receive only your initial investment.

 

n	No Periodic Payments. The Notes will not pay any periodic interest or other periodic payments. Instead, the return on the Notes, if any, will be paid at maturity based upon the percentage change in value of the Brazilian real relative to the U.S. dollar, as measured by the BRL/USD Exchange Rate, during the term of the Notes. The return on the Notes will vary depending on the performance of the Brazilian real and may be lower than that of a conventional fixed-rate debt security. The return on the Notes may be zero .
n	Tax Treatment. The federal income tax treatment of the Notes differs from the tax treatment of traditional fixed-rate notes. The federal income tax treatment of the Notes will require U.S. investors to include original issue discount (“OID”) for U.S. federal income tax purposes in gross income on a constant yield basis annually over the term of the Notes, although U.S. investors will receive no payments with respect to the Notes before maturity. Non-U.S. investors will generally not be subject to U.S. income or withholding tax, provided that certain certification requirements are met. See “Certain U.S. Federal Income Tax Considerations — United

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Principal Protected Notes    ï    3            

 

States Investors” in the pricing supplement related to this offering for further information.

 

All payments on the Notes are subject to the credit risk of Citigroup Inc. The Notes are not deposits or savings accounts but are unsecured debt obligations of Citigroup Funding Inc. The Notes are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or by any other governmental agency or instrumentality and

 

are not guaranteed by the FDIC under the Temporary Liquidity Guarantee Program.

 

An investment in the Notes involves significant risks.  You should refer to “Key Risk Factors for the Notes” below and “Risk Factors Relating to the Notes” in the pricing supplement related to this offering for a description of the risks.

 

Types of Investors

 

The Notes are not a suitable investment for investors who require regular fixed-income payments since no interest payments or investment returns, if any, will be paid prior to the maturity of the Notes. These Notes may be an appropriate investment for the following types of investors:

 

n	Investors looking for exposure to currency-linked investments on a principal protected basis.

 

n	Investors who expect appreciation of the Brazilian real relative to the U.S. dollar over the term of the Notes.
n	Investors who seek to add a currency-linked investment to diversify their underlying asset class exposure.

 

Commissions and Fees

 

Citigroup Global Markets Inc., an affiliate of Citigroup Funding and the underwriter of the sale of the Notes, will receive an underwriting fee of $0.225 for each $10.000 Note sold in this offering. Certain dealers, including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd., and Citigroup Global Markets Asia Limited, broker-dealers affiliated with Citigroup Global Markets, will receive from Citigroup Global Markets not more than $0.200 from this underwriting fee for each Note they sell. Citigroup Global Markets will pay the Financial Advisors employed

 

by Citigroup Global Markets and Morgan Stanley Smith Barney LLC, an affiliate of Citigroup Global Markets, a fixed sales commission of $0.200 for each Note they sell. Additionally, it is possible that Citigroup Global Markets and its affiliates may profit from expected hedging activity related to this offering, even if the value of the Note declines. You should refer to “Key Risk Factors for the Notes” below and “Risk Factors Relating to the Notes” and “Plan of Distribution” in the pricing supplement related to this offering for more information.