- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
31 July 2009 - 6:55AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement Nos. 333-157386 and 333-157386-01
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NOTES
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DEPOSITS
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CERTIFICATES
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Principal
Protected Notes
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Principal
Protected Notes
Based Upon the Brazilian Real
Due 20
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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.
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Investment Products
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Not FDIC Insured
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May Lose Value
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No Bank Guarantee
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July 29, 2009
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2
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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):
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Prospectus Supplement filed on February 18, 2009:
http://www.sec.gov/Archives/edgar/data/831001/000095012309003022/y74453b2e424b2.htm
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Prospectus filed on February 18, 2009:
http://www.sec.gov/Archives/edgar/data/831001/000095012309003016/y74453sv3asr.htm
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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:
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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
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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.
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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
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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
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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:
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Investors looking for exposure to currency-linked investments on
a principal protected basis.
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Investors who expect appreciation of the Brazilian real relative
to the U.S. dollar over the term of the Notes.
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Investors who seek to add a currency-linked investment to
diversify their underlying asset class exposure.
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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.
4
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Principal
Protected Notes
Preliminary
Terms
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Issuer:
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Citigroup Funding Inc.
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Security:
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Principal Protected Notes Based Upon the Brazilian Real Due
20 .
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Guarantee:
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Any payments due on the Notes are fully and unconditionally
guaranteed by Citigroup Inc., Citigroup Fundings parent
company.
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Rating of the Issuers Obligations:
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As of July 30, 2009, A3/A (Moodys/S&P) based upon the
Citigroup Inc. guarantee of payments due on the Notes and
subject to change. Current ratings of the Issuers senior
debt obligations can be found on the website of Citigroup Inc.
under Citi Credit Ratings on the Investor page. The
ratings reflect each rating agencys view of the likelihood
that Citigroup Funding Inc. and Citigroup Inc. will honor their
obligations to pay the amount due on the Notes at maturity and
do not address whether you will gain or lose money on your
investment.
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Principal Protection:
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100% if held on the Maturity Date, subject to the credit risk of
Citigroup Inc.
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Pricing Date:
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August , 2009.
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Issue Date:
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Approximately three Business Days after the Pricing Date.
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Valuation Date:
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Approximately five Business Days before the Maturity Date.
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Business Day:
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Business Day means any day that is not a Saturday, a
Sunday or a day on which the securities exchanges or banking
institutions or trust companies in New York City are authorized
or obligated by law or executive order to close.
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Maturity Date:
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Approximately 2.25 to 2.50 years after the Issue Date (to
be determined on the Pricing Date).
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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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Maturity Payment:
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Initial investment plus a Currency Return Amount, which may be
positive or zero.
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Currency Return Amount:
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For each $10 Note:
$10 x Currency Return Percentage x Participation Rate (provided
that the Currency Return Amount will not be less than zero).
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Participation Rate:
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100% (to be determined on the Pricing Date).
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Currency Return Percentage:
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Ending Exchange Rate − Starting Exchange Rate
Starting
Exchange Rate
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Starting Exchange Rate:
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The BRL/USD Exchange Rate on the Pricing Date.
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Ending Exchange Rate:
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The BRL/USD Exchange Rate on the Valuation Date.
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BRL/USD Exchange Rate:
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The Brazilian real/U.S. dollar exchange rate (BRL/USD) in the
global spot foreign exchange market, expressed as the amount of
U.S. dollars per one Brazilian real, calculated by the
Calculation Agent by dividing the number 1.00 by the U.S.
dollar/Brazilian real exchange rate that is reported by Reuters
on Page BRFR (Ask quote), or any substitute page,
for any relevant date. Six decimal figures shall be used for the
determination of such Brazilian real/U.S. dollar exchange rate.
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Listing:
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The Notes will not be listed on any exchange.
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Underwriting Discount:
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2.25% (including the 2.00% Sales Commission defined below).
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Sales Commission Earned:
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$0.200 per Note for each Note sold by a Citigroup Global Markets
or Morgan Stanley Smith Barney LLC Financial Advisor.
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Sales Concession Granted:
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Not to exceed $0.200 (to be determined on the Pricing Date) per
Note for each Note sold by a dealer, including Citi
International Financial Services, Citigroup Global Markets
Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited,
broker-dealers affiliated with Citigroup Global Markets.
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Calculation Agent:
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Citigroup Global Markets Inc.
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CUSIP:
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17313T375.
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Principal
Protected
Notes
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5
Benefits
of the Notes
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Growth Potential.
The
Currency Return Amount, if any, payable at maturity is based on
the Ending Exchange Rate of the Brazilian real, enabling you to
participate in the potential increase in the BRL/USD Exchange
Rate during the term of the Notes without directly investing in
the Brazilian real.
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Principal Preservation.
If
you hold your Notes to maturity, at maturity you will receive at
least your
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initial investment, subject to the credit risk of Citigroup
Inc., regardless of the Ending Exchange Rate of the Brazilian
real.
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Diversification Potential.
The Notes are linked to the value of the Brazilian real
relative to the U.S. dollar and may allow you to diversify
an existing portfolio mix of notes, stocks, bonds, mutual funds
and cash.
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Key
Risk Factors for the Notes
An investment in the Notes involves significant
risks. While some of the risk considerations are
summarized below, please review the Risk Factors Relating
to the Notes section of the pricing supplement and
Risk Factors in the prospectus supplement related to
this offering for a full description of risks.
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The Return on Your Investment May
Be Zero.
The amount of your return at maturity will
depend on the Ending Exchange Rate of the Brazilian real. If the
Ending Exchange Rate is equal to or less than the Starting
Exchange Rate, the payment you receive at maturity will be
limited to the amount of your initial investment in the Notes,
even if the BRL/USD Exchange Rate is greater than the Starting
Exchange Rate at one or more times during the term of the Notes
or if the BRL/USD Exchange Rate at maturity exceeds the Starting
Exchange Rate.
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No Periodic Payments.
You
will not receive any periodic payments of interest or any other
periodic payments on the Notes.
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Potential for a Lower Comparable
Yield.
The amount payable upon maturity of the Notes is
linked to the value of the Brazilian real relative to the
U.S. dollar. As a result, the effective yield on the Notes
may be less than that which would be payable on a conventional
fixed-rate debt security of Citigroup Funding of comparable
maturity and the return on the Notes may be zero.
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Citigroup Inc. Credit Risk.
The Notes are subject to the credit risk of Citigroup
Inc., Citigroup Fundings parent company and the guarantor
of any payments due on the Notes.
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Reference to a Single Currency May
Lower Your Return.
Because the return on the Notes will
be based exclusively on the performance of the Brazilian real
relative to the U.S. dollar, as opposed to the performance
of a basket of currencies, a decrease in the BRL/USD Exchange
Rate will lower the return on
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your investment, if any, and will not be offset by the
performance of any other currency.
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Foreign Currency Risk.
Governments, including those of Brazil and the United
States, use a variety of techniques, such as intervention by
their central bank or imposition of regulatory controls or
taxes, to affect the exchange rates of their respective
currencies. There will be no adjustment or change in the terms
of the Notes in the event that exchange rates should become
fixed, or in the event of any devaluation or revaluation or
imposition of exchange or other regulatory controls or taxes, or
in the event of the issuance of a replacement currency or in the
event of other developments affecting the Brazilian real or the
U.S. dollar specifically, or any other currency.
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Secondary Market May Not Be Liquid.
The Notes will not be listed on any exchange. There is
currently no secondary market for the Notes. Citigroup Global
Markets Inc.
and/or
other
of Citigroup Fundings affiliated dealers currently intend,
but are not obligated, to make a market in the Notes. Even if a
secondary market does develop, it may not be liquid and may not
continue for the term of the Notes.
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No Principal Protection Unless You
Hold the Notes to Maturity.
The market value of Notes in
any secondary market may be below your initial investment due
to, among other things, limited secondary market trading,
changes in the BRL/USD Exchange Rate, interest rates, the
Brazilian real and other economic conditions and the inclusion
of commissions and projected profit from hedging in the public
offering price of the Notes. Thus you could
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6
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Principal
Protected Notes
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receive substantially less than your initial investment if you
sell your Notes prior to maturity.
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Fees and Conflicts.
Citigroup Global Markets and its affiliates involved in
this offering are expected to receive compensation for
activities and services provided in connection with the Notes.
Further, Citigroup Funding expects to hedge its obligations
under the Notes through the trading in the Brazilian
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real or in other instruments, such as options, swaps or
futures, based upon the BRL/USD Exchange Rate or the Brazilian
real, by one or more of its affiliates. Each of Citigroup
Fundings or its affiliates hedging activities and
Citigroup Global Markets role as the Calculation Agent for
the Notes may result in a conflict of interest.
The
Brazilian Real and the BRL/USD Exchange Rate
General
The BRL/USD Exchange Rate used to measure the performance of the
Brazilian real relative to the U.S. Dollar is expressed as
the amount of U.S. dollars that can be exchanged for one
Brazilian real. Thus, an increase in the BRL/USD Exchange Rate
means that the value of the Brazilian real has appreciated
against the U.S. dollar. Conversely, a decrease in the
BRL/USD Exchange Rate means that the value of the Brazilian real
has depreciated as measured against the U.S. dollar. The
BRL/USD Exchange Rate is the inter-bank foreign exchange rate
that measures the relative values of the U.S. dollar and
the Brazilian real.
The Brazilian real is the official currency of Brazil.
The BRL/USD Exchange Rate will equal the Brazilian
real/U.S. dollar exchange rate (BRL/USD) in the global spot
foreign exchange market, expressed as the amount of
U.S. dollars per one Brazilian real, calculated by the
calculation agent by dividing the number 1.00 by the
U.S. dollar/Brazilian real exchange rate that is reported
by Reuters on Page BRFR (Ask quote), or any
substitute page, for any relevant date. Six decimal figures
shall be used for the determination of such Brazilian
real/U.S. dollar exchange rate.
We have obtained all information in this offering summary
relating to the Brazilian real and the BRL/USD Exchange Rate
from public sources, without independent verification. Currently
the BRL/USD Exchange Rate is published in The Wall Street
Journal and other financial publications of general circulation.
However, for purposes of calculating the Currency Return Amount
due to holders of the Notes, the value of the Brazilian real
relative to the U.S. dollar, as measured by the BRL/USD
Exchange Rate, will be determined as described in
Preliminary Terms above.
Principal
Protected
Notes
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7
Historical
Data on the BRL/USD Exchange Rate
The following table sets forth, for each of the quarterly
periods indicated, the high and low BRL/USD Exchange Rates, as
reported by Bloomberg. The historical data on the BRL/USD
Exchange Rate is not indicative of the future performance of the
Brazilian real or what the value of the Notes in any secondary
market may be.
Any historical upward or downward trend in any of the BRL/USD
Exchange Rate during any period set forth below is not an
indication that the value of the Brazilian real relative to the
U.S. dollar is more or less likely to increase or decrease
at any time over the term of the Notes.
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Brazilian Real
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BRL/USD Exchange Rate
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High
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Low
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2004
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Quarter
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First
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0.3577
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0.3373
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Second
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0.3478
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0.3114
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Third
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0.3508
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0.3248
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Fourth
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0.3770
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0.3472
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2005
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Quarter
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First
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0.3896
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0.3618
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Second
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0.4287
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0.3761
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Third
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0.4513
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0.4021
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Fourth
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0.4626
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0.4202
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2006
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Quarter
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First
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0.4753
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0.4280
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Second
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0.4868
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0.4250
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Third
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0.4710
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0.4497
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Fourth
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0.4693
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0.4548
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2007
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Quarter
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First
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0.4905
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0.4648
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Second
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0.5255
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0.4886
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Third
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0.5456
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0.4865
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Fourth
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0.5777
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0.5407
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2008
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Quarter
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First
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0.5990
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0.5452
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Second
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0.6286
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0.5746
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Third
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0.6409
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0.5094
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Fourth
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0.5213
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0.3978
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2009
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Quarter
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First
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0.4597
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0.4081
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Second
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0.5203
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0.4400
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Third (through July 29, 2009)
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0.5337
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0.4992
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The Brazilian real BRL/USD Exchange Rate, as calculated from the
U.S. dollar/Brazilian real exchange rate appearing on
Reuters page BRFR (Ask quote) on July 29, 2009
was 0.5281.
8
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Principal
Protected Notes
The following graph shows the BRL/USD Exchange Rate in the
period from January 2, 2004 through July 28, 2009
using historical data obtained from Bloomberg. The historical
data on the Brazilian real is not indicative of the future
performance of the Brazilian real or what the value of the Notes
may be. Any historical upward or downward trend in the BRL/USD
Exchange Rate during any period set forth below is not an
indication that the BRL/USD Exchange Rate is more or less likely
to increase or decrease at any time during the term of the Notes.
Brazilian
Real Exchange Rates
Principal
Protected
Notes
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9
Hypothetical
Maturity Payments
The Currency Return Amount will depend on the Ending Exchange
Rate of the Brazilian real. Because the BRL/USD Exchange Rate
may be subject to significant variations over the term of the
Notes, it is not possible to present a chart or table
illustrating a complete range of possible payments at maturity.
The examples of hypothetical maturity payments set forth below
are intended to illustrate the effect of different Ending
Exchange Rates of the Brazilian real on the return on the Notes
at maturity. All of the hypothetical examples assume an
investment in the Notes of $10, that the Starting Exchange Rate
of the Brazilian real is 0.52, that the Currency Return Amount
cannot be less than zero, that the term of the Notes is
2.25 years, that a Note is
held to maturity, and that the Participation Rate is 100%.
As demonstrated by the examples below, if the Currency Return
Percentage is 0.00% or less, you will receive an amount at
maturity equal to the initial investment of $10. If the Currency
Return Percentage is greater than 0.00%, you will receive an
amount at maturity that is greater than the initial investment
in the Notes. In such case, due to the hypothetical
Participation Rate of 100%, the return on a Note will be
approximately 100% of the return on an investment directly
linked to the Brazilian real.
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Total Return
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on the Notes
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Ending
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Currency
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Currency Return
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Maturity
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for the Entire
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Per Annum
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Exchange
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Return
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Amount on
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Payment
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Term of the
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Return on
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Rate
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Percentage
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the
Notes
(1)
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per
Note
(2)
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Notes
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the
Notes
(3)
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0.0000
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100.00
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%
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$0.00
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$10.00
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0.00
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%
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0.00
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%
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0.3120
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40.00
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%
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$0.00
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$10.00
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0.00
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%
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0.00
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%
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0.3640
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30.00
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%
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$0.00
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$10.00
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0.00
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%
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0.00
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%
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0.4160
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20.00
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%
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$0.00
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$10.00
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0.00
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%
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0.00
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%
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0.4680
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|
|
10.00
|
%
|
|
|
|
$0.00
|
|
|
|
|
$10.00
|
|
|
|
|
0.00
|
%
|
|
|
|
0.00
|
%
|
0.5200
|
|
|
|
0.00
|
%
|
|
|
|
$0.00
|
|
|
|
|
$10.00
|
|
|
|
|
0.00
|
%
|
|
|
|
0.00
|
%
|
0.5720
|
|
|
|
10.00
|
%
|
|
|
|
$1.00
|
|
|
|
|
$11.00
|
|
|
|
|
10.00
|
%
|
|
|
|
4.33
|
%
|
0.6240
|
|
|
|
20.00
|
%
|
|
|
|
$2.00
|
|
|
|
|
$12.00
|
|
|
|
|
20.00
|
%
|
|
|
|
8.44
|
%
|
0.6760
|
|
|
|
30.00
|
%
|
|
|
|
$3.00
|
|
|
|
|
$13.00
|
|
|
|
|
30.00
|
%
|
|
|
|
12.37
|
%
|
0.7280
|
|
|
|
40.00
|
%
|
|
|
|
$4.00
|
|
|
|
|
$14.00
|
|
|
|
|
40.00
|
%
|
|
|
|
16.13
|
%
|
1.0400
|
|
|
|
100.00
|
%
|
|
|
|
$10.00
|
|
|
|
|
$20.00
|
|
|
|
|
100.00
|
%
|
|
|
|
36.08
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Currency Return Amount = $10 x
Currency Return Percentage x Participation Rate, provided that
the Currency Return Amount will not be less than zero.
|
(2)
|
Maturity Payment = $10 + Currency
Return Amount.
|
(3)
|
Compounded annually.
|
The examples are for purposes of illustration only. The actual
Currency Return Amount will depend on the actual Starting
Exchange Rate, the Ending Exchange Rate, the Participation Rate,
and other relevant parameters.
10
ï
Principal
Protected Notes
Certain
U.S. Federal Income Tax Considerations
The following summarizes certain federal income tax
considerations for initial U.S. investors who hold the
Notes as capital assets. Investors should refer to the pricing
supplement related to this offering for additional information
relating to U.S. federal income tax and consult their tax
advisors in determining the tax consequences of an investment in
the Notes, including the application of state, local and other
tax laws and the possible effects of changes in federal or other
tax laws.
|
|
n
|
U.S. investors will be required to accrue interest income
on the Notes at a predetermined rate, which is deemed to accrue
on a daily basis (the Tax OID) although they will
receive no cash distributions on the Notes until maturity.
|
|
n
|
At maturity or upon a taxable disposition of the Notes, a
U.S. holder will realize gain equal to the difference
between cash received upon maturity or such taxable disposition
and the U.S. holders adjusted issue price in the
Notes. The adjusted issue price of a Note generally is its
purchase price increased by any Tax OID previously accrued.
|
|
n
|
Any gain realized upon a sale or disposition of the Notes
generally will be treated as ordinary income.
|
|
n
|
Any loss realized by a U.S. holder upon a sale or
disposition generally will be treated as an ordinary
|
loss to the extent of the Tax OID inclusions with respect to
the Notes.
|
|
n
|
Any loss realized in excess of the Tax OID inclusion amount
generally will be treated as capital loss.
|
In the case of a holder of the Notes that is not a
U.S. person, all payments made with respect to the Notes
and any gain realized upon the sale or other disposition of the
Notes will not be subject to U.S. income or withholding
tax, provided that such payments and gain are not effectively
connected with a U.S. trade or business of such holder.
Further, if such holder does not comply with applicable
certification requirements (generally, an IRS
form W-8BEN),
such holder may be subject to backup withholding.
Notes beneficially owned by a
non-U.S. holder
who at the time of death is neither a resident nor a citizen of
the United States should not be subject to U.S. federal
estate taxes.
You should refer to the pricing supplement related to this
offering for additional information relating to
U.S. federal income tax treatment and should consult your
own tax advisors to determine tax consequences particular to
your situation.
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 the Notes as
long as either (A)(1) no Citigroup Global Market 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 Notes 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 Notes or
(B) its acquisition and holding of the Notes 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 Notes 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
Notes by the account, plan or annuity.
You should refer to the section ERISA Matters in the
pricing supplement related to this offering for more information.
Principal
Protected
Notes
ï
11
Additional
Considerations
If no BRL/USD Exchange Rate is available on the Valuation Date
or on any other relevant Business Day, the Calculation Agent may
determine such BRL/USD Exchange Rate in accordance with the
procedures set forth in the pricing supplement related to this
offering.
Citigroup Global Markets is an affiliate of Citigroup Funding.
Accordingly, the offering will conform with the
requirements set forth in Rule 2720 of the NASD Conduct Rules
adopted by the Financial Industry Regulatory Authority.
Client accounts over which Citigroup Inc. or its subsidiaries
have investment discretion are NOT permitted to purchase the
Notes, either directly or indirectly.
CitiFirst is the family name for Citis offering of
financial 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.
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.
©
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.