Issuer Free Writing Prospectus
Filed
Pursuant to Rule 433
Registration Statement Nos. 333-157386, 333-157386-01
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NOTES | DEPOSITS
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CitiFirst Structured Investments
Offerings Brochure for July 2009
July 2, 2009
2
Table of Contents
3
Important Information for the Monthly
Offerings
Investment Information
The investments set forth in the following pages are intended for general indication only of the CitiFirst Structured Investments offerings. The issuer reserves the right to terminate any offering prior to its pricing date or
to close ticketing early on any offering.
SEC Registered (Public) Offerings
Each issuer and guarantor, if applicable, has separately filed a registration statement (including a prospectus) with the Securities and Exchange
Commission (the “SEC”) for the SEC registered offerings by that issuer or guarantor, if applicable, to which this communication relates. Before you invest in any of the registered offerings identified in this Offerings Brochure, you should
read the prospectus in the applicable registration statement and the other documents the issuer and guarantor, if applicable, have filed with the SEC for more complete information about that issuer, the guarantor, if applicable, and offerings. 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.
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For Registered Offerings
Issued by:
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Issuer’s Registration
Statement Number:
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Issuer’s CIK on the SEC
Website:
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Citigroup Funding Inc.
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333-157386
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0001318281
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Swedish
Export Credit Corporation
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333-156118
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0000352960
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Alternatively, you can request a prospectus and any other documents related to the offerings, either in hard copy or
electronic form, by calling toll-free 1-877-858-5407 or by calling your Financial Advisor.
The securities described herein (other than the Market-Linked Deposits)
are not bank deposits and are not insured by the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency, or instrumentality, and are not guaranteed by the FDIC under the Temporary Liquidity Guarantee Program.
Market-Linked Deposits
The Market-Linked Deposits (“MLDs”) are not SEC registered offerings and are not required to be so registered. For indicative terms and conditions on any MLD, please contact your
Financial Advisor or call the toll-free number 1-877-858-5407.
4
Overview of Key Benefits and Risks of
Structured Investments
Benefits
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Investors can access investments linked to a variety of underlying assets or indices, such as domestic and foreign indices, exchange-traded funds, commodities,
foreign-exchange, interest rates, equities, or a combination thereof.
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Structured investments can offer unique risk/return profiles to match investment objectives, such as principal protection, periodic income, and enhanced returns.
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Risks
The risks below are not intended to be an exhaustive list of the risks associated with a particular CitiFirst Structured Investment offering. Before you invest in any CitiFirst Structured
Investment you should thoroughly review the particular investment’s offering document(s) and related material(s) for a comprehensive description of the risks and considerations associated with the particular investment.
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Principal protected investments only guarantee principal back at maturity (subject to the credit risk of the applicable issuer or guarantor) and thus if an investor sells or
redeems his/her investment prior to maturity, the investor may receive an amount less than his/her original investment.
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Non-principal protected investments do not guarantee principal back at maturity and thus the amount an investor receives at maturity could be significantly less than his/her
original investment and for some investments could be zero.
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Appreciation May Be Limited
– Depending on the investment, an
investor’s appreciation may be limited by a maximum amount payable or by the extent to which the return reflects the performance of the underlying asset or index.
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Issuer or Guarantor Credit Risk
– All payments on CitiFirst Structured
Investments are dependent on the applicable issuer’s or guarantor’s ability to pay all amounts due on these investments and therefore investors are subject to the credit risk of the applicable issuer or guarantor.
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Secondary Market
– There may be little or no secondary market for a
particular investment. If the applicable offering document(s) so specifies, the issuer may apply to list an investment on a securities exchange, but it is not possible to predict whether any investment will meet the listing requirements of that
particular exchange, or if listed, whether any secondary market will exist.
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Resale Value of a CitiFirst Structured Investment May be Lower than Your Initial Investment
– Due to, among other things, the changes in the price of and dividend yield on the underlying asset, interest rates, the earnings performance of the issuer of the underlying asset, the applicable issuer or guarantor of
the CitiFirst Structured Investment’s perceived creditworthiness, the investment may trade, if at all, at prices below its initial issue price and an investor could receive substantially less than the amount of his/her initial investment upon
any resale of the investment.
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Volatility of the Underlying Asset or Index
– Depending on the investment,
the amount you receive at maturity could depend on the price or value of the underlying asset or index during the term of the trade as well as where the price or value of the underlying asset or index is at maturity; thus, the volatility of the
underlying asset or index, which is the term used to describe the size and frequency of market fluctuations in the price or value of the underlying asset or index, may result in an investor receiving an amount less than he/she would otherwise
receive.
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Potential for Lower Comparable Yield
– The effective yield on any investment
may be less than that which would be payable on a conventional fixed-rate debt security of the same issuer with comparable maturity.
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Affiliate Research Reports and Commentary
– Affiliates of the particular
issuer may publish research reports or otherwise express opinions or provide recommendations from time to time regarding the underlying asset or index which may influence the price or value of the underlying asset or index and, therefore, the value
of the investment. Further, any research, opinion or recommendation expressed within such research reports may not be consistent with purchasing, holding or selling the investment.
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The United States Federal Income Tax Consequences of Structured Investments are Uncertain
– No statutory, judicial or administrative authority directly addresses the characterization of structured investments for U.S. federal income tax purposes. The tax treatment of a structured investment may be very different than that
of its underlying asset. As a result, significant aspects of the U.S. federal income tax consequences and treatment of an investment are not certain. The offering document(s) for each structured investment contains tax conclusions and discussions
about the expected U.S. federal income tax consequences and treatment of the related structured investment. However, no ruling is being requested from the Internal Revenue Service with respect to any structured investment and no assurance can be
given that the Internal Revenue Service will agree with the tax conclusions and treatment expressed within the offering document(s) of a particular structured investment. Citigroup Global Markets Inc., its affiliates, and employees do not provide
tax or legal advice. Investors should consult with their own professional advisor(s) on such matters before investing in any structured investment.
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Fees and Conflicts
– The issuer of a structured investment and its
affiliates may play a variety of roles in connection with the investments, including acting as calculation agent and hedging the issuer’s obligations under the investment. In performing these duties, the economic interests of the calculation
agent and other affiliates of the issuer may be adverse to the interest of the investor.
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5
Introduction to CitiFirst
Structured Investments
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CitiFirst is the brand name for Citi’s offering of notes, deposits, and certificates that provide you with market-driven investment solutions
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CitiFirst offers investments across many risk and asset classes to meet your portfolio needs
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CitiFirst investments are divided into 3 categories based on the level of principal protection:
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CitiFirst Protection
investments are 100% principal protected at maturity and are
for investors who place a priority on the preservation of principal while looking for a way to potentially outperform cash or traditional fixed income investments
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CitiFirst Performance
investments have some level of downside protection and are
for investors who are seeking the potential for current income and/or growth
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CitiFirst Opportunity
investments have no protection and are for investors who
are willing to take full market risk in return for either leveraged principal appreciation at a predetermined rate or access to a unique underlying strategy
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These categories are signified by colored cubes so that they are easy to recognize:
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Five symbols represent the types of underlyings to which CitiFirst investments can be linked:
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When depicting a product, the asset class to which the underlying belongs will be shown as a symbol on the applicable colored cube; For instance, if a CitiFirst Performance
note were based upon a single stock, which belongs to the equity asset class, its symbol would be shown as follows:
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Classification of structured investments into categories is not intended to guarantee particular results or performance. Though the
potential returns on structured investments are based upon the performance of the relevant underlying asset or index, investing in a structured investment is not equivalent to investing directly in the underlying asset or index.
6
Overview of Structures
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Investments
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Maturity
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Protection*
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Return*
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Contingent Absolute Return MLDs/PPNs
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1-2 Years
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100% Principal Protection at Maturity
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If the underlying never crosses either an upside or downside threshold, the return on the investment equals the absolute value of the return of the underlying;
Otherwise the return equals zero
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Contingent Upside Participation MLDs/PPNs
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1-3 Years
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100% Principal Protection at Maturity
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If the underlying crosses an upside threshold, the return on the investment equals an interest payment paid at maturity; Otherwise the return equals the greater
of the return of the underlying and zero
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Minimum Coupon PPNs
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3-5 Years
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100% Principal Protection at Maturity
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If the underlying ever crosses an upside threshold during a coupon period, the return for the coupon period equals the minimum coupon; Otherwise the return for a
coupon period equals the greater of the return of the underlying during the coupon period and the minimum coupon
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Safety First Trust Certificates
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3-6 Years
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100% Principal Protection at Maturity
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The return on the investment equals the greater of the return of the underlying multiplied by a participation rate and zero; sometimes the maximum return is capped
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Investments
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Maturity
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Protection*
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Return*
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ELKS
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6-12 Months
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Contingent Downside Protection
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A fixed coupon is paid regardless of the performance of the underlying. If the underlying never crosses a downside threshold, the return on the investment equals
the coupons paid; Otherwise the return equals the sum of the coupons paid and the return of the underlying at maturity.
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Buffer Notes
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1-2 Years
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Partial Downside Protection
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If the return of the underlying is positive at maturity, the return on the investment equals the lesser of (a) the return of the underlying multiplied by a
participation rate and (b) the maximum return on the notes; Otherwise, the return equals the lesser of (a) the return of the underlying plus the buffer amount and (b) zero
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PACERS
SM
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1-3 Years
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Contingent Downside Protection
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If the underlying is equal to or greater than a threshold (such as its initial value) on any call date, the note is called and the return on the investment
equals a fixed premium. If the note has not been called, at maturity, if the underlying has crossed a downside threshold, the return on the investment equals the return of the underlying, which will be negative; Otherwise the return equals
zero
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LASERS
SM
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3-4 Years
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Contingent Downside Protection
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If the return of the underlying is positive at maturity, the return on the investment equals the return of the underlying multiplied by a participation rate (some versions are subject to a maximum
return on the notes). If the return of the underlying is negative and the underlying has crossed a downside threshold, the return on the investment equals the return of the underlying, which will be negative; Otherwise the return equals
zero.
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Investments
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Maturity
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Protection*
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Return*
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Upturn Notes
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1-2 Years
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No Principal Protection
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If the underlying is up at maturity, the return on the investment equals the lesser of the return of the underlying multiplied by a participation rate and the
maximum return on the notes; Otherwise the return equals the return of the underlying
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Fixed Upside Return Notes
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1-2 Years
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No Principal Protection
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If the underlying is equal to or above its initial level at maturity, the return on the investment equals a predetermined fixed amount; Otherwise the return
equals the return of the underlying
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Strategic Market Access Notes
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3-4 Years
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No Principal Protection
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The return on the investment equals the return of a unique index created by Citi
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*All returns and principal protections are subject
to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Deposit which has FDIC insurance, subject to applicable limitations.
This is not a complete list of CitiFirst structures. The descriptions above are not
intended to completely describe how an investment works or to detail all of the terms, risks and benefits of a particular investment. The return profiles can change. Please refer to the offering documents and related material(s) of a particular
investment for a comprehensive description of the structure, terms, risks and benefits related to that investment.
7 |
Minimum Coupon Principal Protected Notes
3.00% Minimum Coupon Principal Protected Notes Based Upon the Price of Gold
Indicative Terms
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Issuer:
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Citigroup Funding Inc.
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Rating of Issuer’s Obligations:
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As of the date of this brochure, A3 / A (Moody’s / S&P) based upon a guarantee from the
Issuer’s parent company, Citigroup, Inc. and subject to change. Current rating of the Issuer’s senior debt obligations can be found on the website of Citigroup Inc. under “Citi Credit Ratings” on the Investor Page. This
information is provided for convenience of reference only. The information on the website is not incorporated by reference into this Offerings Brochure and should not be considered a part of this Offerings Brochure.
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Underlying Commodity:
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Gold
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Pricing Date:
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July 2009
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Valuation Date:
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Approximately 5 business days prior to Maturity
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Maturity:
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Approximately 5 Years
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Principal Protection:
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100% at Maturity, subject to Citigroup Inc. credit risk
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Issue Price:
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$10 per note
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Periodic Interest:
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A variable coupon is paid at the end of each Coupon Period which can never be less than 3.00% of $10
principal amount per Note
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Coupon Period(s):
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5 consecutive Coupon Periods, each approximately 1 year in length, beginning on the Pricing Date and ending
5 index business days prior to Maturity
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Coupon Amount:
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For each $10 note:
(i) an amount equal to the product of (a) $10 and (b)
the Gold Percentage Change, if the Closing Price of gold on every business day during the related Coupon Period is less than or equal to approximately [135.00 - 139.00]% of the applicable Starting Price and if the Gold Percentage Change is greater
than 3.00%; or
(ii) an amount equal to
$0.30, in all other cases
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Coupon Payment Dates:
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5 business days after the last business day of a Coupon Period
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Gold Percentage Change:
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The Gold Percentage Change for each Coupon Period will equal
the percentage change in the Closing Price of gold from the first Business Day of the related Coupon Period through the last Business Day of the Coupon Period, expressed as a percentage:
Ending Price - Starting Price
Starting Price
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Starting Price:
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The price of a troy ounce of gold, stated in U.S. dollars, on
the first Business Day of the applicable Coupon Period, as set by the five members of the London Gold Market Fixing Ltd. during the afternoon session of the twice-daily price of gold fix which starts at 3:00 p.m. London, England time (the
“London PM Fix”), as reported on Reuters page “GOFO” or Bloomberg Screen “GOLDLNPM <INDEX>,” or any successor page.
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Ending Price:
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The London PM Fix of a troy ounce of gold on the last Business Day of the applicable Coupon Period, as
reported on Reuters page “GOFO” or Bloomberg Screen “GOLDLNPM <INDEX>,” or any successor page.
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Closing Price:
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The London PM Fix of a troy ounce of gold on each Business Day as reported on Reuters page “GOFO”
or Bloomberg Screen “GOLDLNPM <INDEX>,” or any successor page.
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Listing:
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Application will be made to list the Notes on the NYSE Arca under the symbol “MTY” but the Issuer
cannot assure you the Notes will be listed
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Selling Concession:
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3.00% (underwriting discount of 3.25%)
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Investor Profile
Investor Seeks:
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Principal Protection if held to Maturity, subject to Citigroup Inc. credit risk
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Exposure to the price of Gold
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A medium-term commodity-linked investment
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Investor Can Accept:
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A holding period of approximately 5 Years
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The possibility of losing part or all of the principal amount invested if not held to Maturity
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Please review the “Risk Factors Relating to the Notes” section of the applicable Pricing Supplement for a complete description of the risks associated with this
investment
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For questions, please call your Financial Advisor
The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All
maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and principal protections are subject to the applicable issuer or guarantor credit risk, with the exception of the
Market-Linked Deposit which has FDIC insurance, subject to applicable limitations. Although the issuer intends to list the notes with listing symbols above, if any, the issuer cannot assure that an investment will be listed. Please refer to the
relevant investment’s offering documents and related material(s) for additional information.
Minimum Coupon
Principal Protected Notes
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3.00% Minimum Coupon Principal Protected Notes Based Upon the S&P 500
®
Index (“SPX”)
Indicative Terms
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Issuer:
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Citigroup Funding, Inc.
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Rating of Issuer’s Obligations:
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As of the date of this brochure, A3 / A (Moody’s / S&P) based upon a guarantee from the
Issuer’s parent company, Citigroup, Inc. and subject to change. Current rating of the Issuer’s senior debt obligations can be found on the website of Citigroup Inc. under “Citi Credit Ratings” on the Investor Page. This
information is provided for convenience of reference only. The information on the website is not incorporated by reference into this Offerings Brochure and should not be considered a part of this Offerings Brochure.
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Underlying Index:
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S&P 500
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Index
(“SPX”)
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Pricing Date:
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July 2009
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Valuation Date:
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Approximately 5 business days prior to Maturity
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Maturity:
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Approximately 5 Years
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Principal Protection:
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100% at Maturity, subject to Citigroup Inc. credit risk
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Issue Price:
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$10 per note
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Periodic Interest:
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A variable coupon is paid at the end of each Coupon Period which can never be less than 3.00% of $10
principal amount per Note
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Coupon Period(s):
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5 consecutive Coupon Periods, each approximately 1 year in length, beginning on the Pricing Date and ending
5 index business days prior to Maturity
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Coupon Amount:
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For each $10 note:
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(i) an amount equal to the product of (a) $10 and (b) the Index Return Percentage, if the closing value of the Underlying Index on every business day during the related Coupon Period
is less than or equal to approximately [120.00 - 125.00]% of the applicable Starting Value and if the Index Percentage Change is greater than 3.00%; or
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(ii) an amount equal to $0.30, in all other cases
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Coupon Payment Dates:
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5 business days after the last business day of a Coupon Period
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Index Return Percentage
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The Index Return Percentage for each Coupon Period will equal the percentage change in the closing value of the Underlying Index from the first
Index Business Day of the related Coupon Period through the last Index Business Day of the Coupon Period, expressed as a percentage:
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Ending Value - Starting Value
Starting Value
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Starting Value:
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The closing value of the Underlying Index on the first index business day of the applicable Coupon Period
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Ending Value:
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The closing value of the Underlying Index on the last index business day of the applicable Coupon Period
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Listing:
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Application will be made to list the Notes on the NYSE Arca under the symbol “MUK” but the Issuer
cannot assure you the Notes will be listed
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Selling Concession:
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3.00% (underwriting discount of 3.25%)
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Investor Profile
Investor Seeks:
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•
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Principal Protection if held to Maturity, subject to Citigroup Inc. credit risk
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Exposure to the S&P 500
®
Index
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A medium-term index-linked investment
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Investor Can Accept:
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A holding period of approximately 5 Years
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The possibility of losing part or all of the principal amount invested if not held to Maturity
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Please review the “Risk Factors Relating to the Notes” section of the applicable Pricing Supplement for a complete description of the risks associated with this
investment
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For questions, please call your Financial Advisor
The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All
maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and principal protections are subject to the applicable issuer or guarantor credit risk, with the exception of the
Market-Linked Deposit which has FDIC insurance, subject to applicable limitations. Although the issuer intends to list the notes with listing symbols above, if any, the issuer cannot assure that an investment will be listed. Please refer to the
relevant investment’s offering documents and related material(s) for additional information.
This page is intentionally left blank.
Principal
Protected Notes
| 10
Principal Protected Notes Based Upon a Basket of BRIC Currencies
Indicative Terms
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Issuer:
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Citigroup Funding, Inc.
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Rating of Issuer’s Obligations:
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As of the date of this brochure, A3/A (Moody’s/S&P) based upon a guarantee from the Issuer’s
parent company, Citigroup, Inc. and subject to change. Current rating of the Issuer’s senior debt obligations can be found on the website of Citigroup Inc. under “Citi Credit Ratings” on the Investors page. This information is
provided for convenience of reference only. The information on the website is not incorporated by reference into this Offerings Brochure and should not be considered a part of this Offerings Brochure.
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Underlying Basket:
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A currencies basket that is based on four currency exchange rates: the Brazilian real, the Russian ruble,
the Indian rupee, and the Chinese yuan, each relative to the U.S. dollar. In the calculation of the return on the Underlying Basket, the return on each of the four currency exchange rates will be weighted 25%.
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Pricing Date:
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July 2009
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Maturity:
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Approximately 2 Years
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Valuation Date:
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Approximately 5 business days before the Maturity Date
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Principal Protection:
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100% at Maturity, subject to Citigroup Inc. credit risk
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Issue Price:
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$10 per note
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Periodic Interest:
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None
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Payment at Maturity:
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For each $10 note, $10 plus a Basket Return Amount
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Basket Return Amount:
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For each $10 note:
(i) an amount equal to the product of (a) $10, (b) the Basket Return Percentage and (c) the Upside Participation Rate, if the Ending Value of the Underlying Basket is greater than
the Starting Value
(ii) an amount equal to $0, in all other cases
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Basket Return Percentage
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The Basket Return Percentage for the term of the Notes will
equal the percentage change in the closing value of the Underlying Basket from the Starting Value to the Ending Value, expressed as a percentage:
Ending Value - Starting Value
Starting
Value
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Upside Participation Rate:
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[100-130]%
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Starting Value:
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Set to 100 on the Pricing Date
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Ending Value:
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The closing value of the Underlying Basket on the Valuation Date
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Listing:
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None
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Selling Concession:
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1.75% (underwriting discount of 2.00%)
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Investor Profile
Investor Seeks:
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•
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Principal Protection if held to Maturity, subject to Citigroup Inc. credit risk
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•
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Exposure to the BRIC currencies
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•
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A medium-term currency-linked investment
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Investor Can Accept:
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•
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A holding period of approximately 2 Years
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•
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The possibility of losing part or all of the principal amount invested if not held to Maturity
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•
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Please review the “Risk Factors Relating to the Notes” section of the applicable Pricing Supplement for a complete description of the risks associated with this
investment
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For questions, please call your Financial Advisor
The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All
maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and principal protections are subject to the applicable issuer or guarantor credit risk, with the exception of the
Market-Linked Deposit which has FDIC insurance, subject to applicable limitations. Although the issuer intends to list the notes with listing symbols above, if any, the issuer cannot assure that an investment will be listed. Please refer to the
relevant investment’s offering documents and related material(s) for additional information.
ELKS
®
Based Upon JPMorgan Chase & Co. (“JPM”)
Indicative Terms
|
|
|
|
|
Issuer:
|
|
Citigroup Funding, Inc.
|
|
Rating of Issuer’s Obligations:
|
|
As of the date of this brochure, A3 / A (Moody’s / S&P) based upon a guarantee from the
Issuer’s parent company, Citigroup, Inc. and subject to change. Current rating of the Issuer’s senior debt obligations can be found on the website of Citigroup Inc. under “Citi Credit Ratings” on the Investor Page. This
information is provided for convenience of reference only. The information on the website is not incorporated by reference into this Offerings Brochure and should not be considered a part of this Offerings Brochure.
|
|
Underlying Equity:
|
|
Common Stock of JPMorgan Chase & Co. (“JPM”)
|
|
Pricing Date:
|
|
July 2009
|
|
Maturity:
|
|
Approximately 13 Months
|
|
Principal Protection:
|
|
None
|
|
Periodic Interest:
|
|
Approximately [10.00 - 12.00]% per annum, paid semi-annually
|
|
Payment at Maturity:
|
|
For each $10 Note:
(i) If the Underlying Equity declines by
approximately 35% or more relative to the initial price at any time (including intra-day) after the Pricing Date up to and including the third trading day prior to maturity, holders will receive a fixed number of shares (or if holders elect, the
cash value thereof) of the Underlying Equity equal to the Equity Ratio
(ii) Otherwise, holders will receive $10
|
|
Equity Ratio:
|
|
Shares of the Underlying Equity per ELKS equal to $10 divided by the price of the Underlying Equity on the
Pricing Date
|
|
Listing:
|
|
Application will be made to list the Notes on the NYSE Arca under the symbol “EIF” but the Issuer
cannot assure you the Notes will be listed
|
|
Selling Concession:
|
|
2.00% (underwriting discount of 2.25%)
|
Investor Profile
Investor Seeks:
|
|
•
|
|
Regularly scheduled coupon
|
|
|
•
|
|
Contingent downside protection of 35%
|
|
|
•
|
|
A short-term equity-linked investment
|
Investor Can Accept:
|
|
•
|
|
A holding period of approximately 13 Months
|
|
|
•
|
|
The possibility of losing part or all of the principal amount invested
|
|
|
•
|
|
Please review the “Key Risk Factors” section of the applicable Offering Summary for a complete description of the risks associated with this investment
|
For questions, please call your Financial Advisor
The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All
terms in brackets are indicative only and will be set on the applicable pricing date. All returns and principal protections are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Deposit which has FDIC
insurance, subject to applicable limitations. Although the issuer intends to list the notes with listing symbols above, if any, the issuer cannot assure that an investment will be listed. Please refer to the relevant investment’s offering
documents and related material(s) for additional information.
Buffer Notes Based Upon the iShares
®
FTSE/Xinhua China 25 Index Fund (“FXI”)
Indicative Terms
|
|
|
|
|
Issuer:
|
|
Swedish Export Credit Corporation (SEK)
|
|
Rating of Issuer’s Obligations:
|
|
As of the date of this brochure, AA+/Aa1 (S&P / Moody’s) and subject to change. Current rating of
the Issuer’s senior debt obligations can be found on the website of SEK under “Rating” on the Investor Relations page. This information is provided for convenience of reference only. The information on the website is not incorporated
by reference into this Offerings Brochure and should not be considered a part of this Offerings Brochure.
|
|
Fund Shares:
|
|
Shares of the iShares
®
FTSE/Xinhua China 25 Index Fund.
|
|
Pricing Date:
|
|
July 2009
|
|
Maturity:
|
|
Approximately 2 Years
|
|
Valuation Date:
|
|
Approximately 3 business days before the Maturity Date
|
|
Principal Protection:
|
|
None
|
|
Periodic Interest:
|
|
None
|
|
Payment at Maturity:
|
|
For each $10 Note, $10 plus the Note Return Amount, which may be positive, zero, or
negative
|
|
Note Return Amount:
|
|
(i) If the Fund Percentage Change is positive, the Note Return Amount will be positive and will equal, $10 * Fund Percentage Change * Upside Participation Rate, provided that the total return on the note cannot exceed
35 to 40% per note
(ii) If the
Fund Percentage Change is from and including 0% to and including -15%, the Note Return Amount will be zero
(iii) If the Fund Percentage Change is less than -15%, the Note Return Amount will be negative and will equal $10 * (Fund
Percentage Change + 15%)
|
|
Fund Percentage Change:
|
|
The Fund Percentage Change will equal the following fractions,
expressed as a percentage:
Ending Price - Starting Price
Starting Price
|
|
Upside Participation Rate:
|
|
[200]%
|
|
Starting Price:
|
|
The closing value of the Fund Shares on the Pricing Date
|
|
Ending Price:
|
|
The closing value of the Fund Shares on the Valuation Date
|
|
Listing:
|
|
Application will be made to list the Notes on the NYSE Arca under the symbol “BFC” but the Issuer
cannot assure you the Notes will be listed
|
|
Selling Concession:
|
|
2.00%
|
Investor Profile
Investor Seeks:
|
|
•
|
|
Limited leveraged exposure to the iShares
®
FTSE/Xinhua China
25 Index Fund.
|
|
|
•
|
|
Downside protection of 15%
|
|
|
•
|
|
A short-term investment linked to an exchange-traded fund
|
Investor Can
Accept:
|
|
•
|
|
A holding period of approximately 2 years
|
|
|
•
|
|
The possibility of losing up to 85% of the principal amount invested
|
|
|
•
|
|
The risks associated with investing in non-principal protected notes
|
|
|
•
|
|
Please review the “Risk Factors Relating to the Notes” section of the applicable Pricing Supplement for a complete description of the risks associated with this
investment
|
For questions, please call your Financial Advisor
The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All
maturities are approximate. All terms in brackets are indicative only and will be set on the applicable pricing date. All returns and principal protections are subject to the applicable issuer or guarantor credit risk, with the exception of the
Market-Linked Deposit which has FDIC insurance, subject to applicable limitations. Although the issuer intends to list the notes with listing symbols above, if any, the issuer cannot assure that an investment will be listed. Please refer to the
relevant investment’s offering documents and related material(s) for additional information.
13 |
Fixed Upside Return Notes
Fixed Upside Return Notes Based Upon the iShares
®
Russell 2000 Index Fund (“IWM”)
Indicative Terms
|
|
|
|
|
Issuer:
|
|
Citigroup Funding, Inc.
|
|
Rating of Issuer’s Obligations:
|
|
As of the date of this brochure, A3 / A (Moody’s / S&P) based upon a guarantee from the
Issuer’s parent company, Citigroup, Inc. and subject to change. Current rating of the Issuer’s senior debt obligations can be found on the website of Citigroup Inc. under “Citi Credit Ratings” on the Investor Page. This
information is provided for convenience of reference only. The information on the website is not incorporated by reference into this Offerings Brochure and should not be considered a part of this Offerings Brochure.
|
|
Offering:
|
|
Fixed Upside Return Notes linked to the iShares
®
Russell 2000 Index Fund
|
|
Calculation Agent:
|
|
Citigroup Global Markets Inc.
|
|
Offering Price:
|
|
$10.00 per unit
|
|
Pricing Date:
|
|
July 2009
|
|
Valuation Date:
|
|
Three Business Days before the Maturity Date
|
|
Maturity:
|
|
Approximately 1 Year
|
|
Underlying Equity:
|
|
iShares
®
Russell 2000 Index
Fund (“IWM”)
|
|
Amount Received at
Maturity:
|
|
For each $10 Note:
(1) if the Ending Price of the Underlying
Equity is greater than or equal to its Starting Price, the $10 principal amount per Note plus the product of (i) $10 and (ii) the Fixed Upside Return.
(2) if the Ending Price of the Underlying Equity is less than its Starting Price, a fixed number of the shares of the
Underlying Equity equal to the Equity Ratio (or, if you exercise your Cash Election Right, the cash value of those shares based on the Ending Price of the Underlying Equity).
|
|
Fixed Upside Return:
|
|
[17.00-22.00]%
|
|
Equity Ratio:
|
|
The number of shares of the Underlying Equity per Note equal to
$10 divided by the Starting Price
|
|
Starting Price:
|
|
The Closing Price of the Underlying Equity on the Pricing Date
|
|
Ending Price:
|
|
The Closing Price of the Underlying Equity on the Valuation Date
|
|
Listing:
|
|
Application will be made to list the Notes on the NYSE Arca under the symbol “SPC” but the Issuer
cannot assure you the Notes will be listed
|
|
Selling Concession:
|
|
2.00% (underwriting discount of 2.25%)
|
Investor Profile
Investor Seeks:
|
|
•
|
|
The ability to earn an enhanced return if the iShares
®
Russell 2000 Index Fund is equal to or greater than its initial value at maturity
|
|
|
•
|
|
A short-term investment linked to an exchange-traded fund
|
Investor Can
Accept:
|
|
•
|
|
The possibility of losing all of the principal amount invested
|
|
|
•
|
|
A holding period of approximately 1 Year
|
|
|
•
|
|
The risks associated with investing in non-principal protected notes
|
|
|
•
|
|
Please review the “Risk Factors Relating to the Notes” section of the Pricing Supplement for a complete description of the risks associated with this investment
|
For questions, please call your Financial Advisor
The information listed above is not intended to be a complete description of all of the terms, risks and benefits of a particular investment. All maturities are approximate. All
terms in brackets are indicative only and will be set on the applicable pricing date. All returns and principal protections are subject to the applicable issuer or guarantor credit risk, with the exception of the Market-Linked Deposit which has FDIC
insurance, subject to applicable limitations. Although the issuer intends to list the notes with listing symbols above, if any, the issuer cannot assure that an investment will be listed. Please refer to the relevant investment’s offering
documents and related material(s) for additional information.
14
Additional Considerations
Please note that the information contained in this brochure is current as of the date indicated and is not intended to be a complete
description of the terms, risks and benefits associated with any particular structured investment. Therefore, all of the information set forth herein is qualified in its entirety by the more detailed information provided in the offering documents(s)
and related material for the respective structured investment.
The structured investments discussed within this brochure are not suitable for all investors.
Prospective investors should evaluate their financial objectives and tolerance for risk prior to investing in any structured investment.
Tax Disclosure
Citigroup Global Markets Inc., its
affiliates and employees do not provide tax or legal advice. To the extent that this brochure or any offering document(s) concerns tax matters, it is not intended to be used and cannot be used by a taxpayer for the purpose of avoiding penalties that
may be imposed by law. Any such taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.
ERISA and IRA Purchase Considerations
Employee benefit plans subject to
ERISA, entities the assets of which are deemed to constitute the assets of such plans, governmental or other plans subject to laws substantially similar to ERISA and retirement accounts (including Keogh, SEP and SIMPLE plans, individual retirement
accounts and individual retirement annuities) are permitted to purchase structured investments as long as either (A) (1) no Citigroup Global Markets affiliate or employee is a fiduciary to such plan or retirement account that has or exercises any
discretionary authority or control with respect to the assets of such plan or retirement account used to purchase the structured investments or renders investment advice with respect to those assets, and (2) such plan or retirement account is paying
no more than adequate consideration for the structured investments or (B) its acquisition and holding of the structured in is not prohibited by any such provisions or laws or is exempt from any such prohibition.
However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of
their accounts, will
not
be permitted to purchase or hold the structured investments if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or Morgan Stanley Smith Barney or a family member and the
employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of structured investments by the account, plan or annuity.
You should refer to the section “ERISA Matters” in the applicable offering document(s) for more information.
Distribution Limitations and Considerations
This document may not be distributed in
any jurisdiction where it is unlawful to do so. The investments described in this document may not be marketed, or sold or be available for offer or sale in any jurisdiction outside of the U.S., unless explicitly stated in the offering document(s)
and related materials. In particular:
WARNING TO INVESTORS IN HONG KONG ONLY: The contents of this document have not been reviewed by any regulatory authority in
Hong Kong. Investors are advised to exercise caution in relation to the offer. If Investors are in any doubt about any of the contents of this document, they should obtain independent professional advice.
This offer is not being made in Hong Kong, by means of any document, other than (1) to persons whose ordinary business it is to buy or sell shares or debentures (whether as
principal or agent); (2) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any rules made under the SFO; or (3) in other circumstances which do not
result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong (the “CO”) or which do not constitute an offer to the public within the meaning of the CO.
There is no advertisement, invitation or document relating to structured investments, which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to structured investments which are or are intended to be disposed of only to persons outside Hong Kong or only to the persons or in the
circumstances described in the preceding paragraph.
15
WARNING TO INVESTORS IN SINGAPORE ONLY: This document has not been registered as a prospectus
with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of the Singapore Statutes (the Securities and Futures Act). Accordingly, neither this document nor any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the structured investments may be circulated or distributed, nor may the structured investments be offered or sold, or be made the subject of an invitation for subscription or purchase, whether
directly or indirectly, to the public or any member of the public in Singapore other than in circumstances where the registration of a prospectus is not required and thus only (1) to an institutional investor or other person falling within section
274 of the Securities and Futures Act, (2) to a relevant person (as defined in section 275 of the Securities and Futures Act) or to any person pursuant to section 275(1A) of the Securities and Futures Act and in accordance with the conditions
specified in section 275 of that Act, or (3) pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act. No person receiving a copy of this document may treat the same as constituting any
invitation to him/her, unless in the relevant territory such an invitation could be lawfully made to him/her without compliance with any registration or other legal requirements or where such registration or other legal requirements have been
complied with. Each of the following relevant persons specified in Section 275 of the Securities and Futures Act who has subscribed for or purchased structured investments, namely a person who is:
(a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor, or
(b) a trust (other than a trust the trustee of which is an accredited investor) whose sole purpose is to
hold investments and of which each beneficiary is an individual who is an accredited investor, should note that securities of that corporation or the beneficiaries’ rights and interest in that trust may not be transferred for 6 months after
that corporation or that trust has acquired the structured investments under Section 275 of the Securities and Futures Act pursuant to an offer made in reliance on an exemption under Section 275 of the Securities and Futures Act unless:
(i) the transfer is made only to institutional investors, or relevant persons as defined in Section 275(2) of that Act, or arises from an offer referred to in Section 275(1A)
of that Act (in the case of a corporation) or in accordance with Section 276(4)(i)(B) of that Act (in the case of a trust);
(ii) no consideration is or will be
given for the transfer; or
(iii) the transfer is by operation of law.
“Standard & Poor’s
®
,”
“Standard & Poor’s 500
®
,” “S&P 500
®
” and “S&P
®
” are trademarks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Citigroup Global Markets and its affiliates. The investments mentioned have not been passed on by Standard & Poor’s or The McGraw-Hill Companies, Inc. as to their legality
or suitability. The investments are not sponsored, endorsed, sold or promoted by Standard & Poor’s or The McGraw-Hill Companies, Inc. Standard & Poor’s and The McGraw-Hill Companies, Inc. make no warranties and bear no
liability with respect to the investments.
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 Inc.
and its affiliates. The Notes are not sponsored, endorsed, sold, or promoted by BGI. BGI makes no representations or warranties to the owners of the Notes or any member of the public regarding the advisability of investing in the Notes. BGI has no
obligation or liability in connection with the operation, marketing, trading or sale of the Notes.
16
Notes
17
Notes
18
Notes
CitiFirst is the brand name for Citi’s offering of structured investments including notes,
deposits and certificates. Tailored to meet the needs of a broad range of investors, these investments fall into three categories, each with a defined level of principal protection, if held to maturity.
Five symbols represent the assets underlying CitiFirst Investment products. When depicting a
specific product, the relevant underlying asset will be shown as a symbol on the cube.
ELKS
®
, PACERS
SM
and LASERS
SM
are registered service marks of Citigroup Global Markets Inc.
©2009 Citigroup Global Markets Inc. All rights reserved. Citi and Citi Arc
Design are trademarks and service marks of Citigroup Inc. or its affiliates and are used and registered throughout the world.
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