Subject to Completion, Preliminary Pricing Supplement dated May 4, 2012
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PROSPECTUS Dated May 12, 2011
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Pricing Supplement No. 2012-MTNDG0246 to
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PROSPECTUS SUPPLEMENT
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Registration Statement Nos. 333-172554 and 333-172554-01
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Dated May 12, 2011
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Dated May , 2012
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Filed pursuant to Rule 424(b)(2)
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$
MEDIUM-TERM NOTES, SERIES D
Buffered Digital Notes Based on the S&P 500
®
Index due June , 2014
Unlike ordinary debt securities, the Buffered Digital Notes Based on the S&P 500
®
Index due June , 2014, which we refer to as the notes, do not pay interest and provide a minimum payment at maturity of only 20% of the stated principal amount. At maturity, you will receive, for each $1,000 stated principal amount of notes that you hold, an amount in cash that will vary depending upon the closing value of the S&P 500
®
Index, which we refer to as the underlying index, on the valuation date. The amount you receive at maturity may be significantly less than the stated principal amount of the notes and may be as low as $200 per note. The notes are a series of unsecured securities issued by Citigroup Funding Inc. Any payments due on the notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding Inc.’s parent company. All payments on the notes are subject to the credit risk of Citigroup Inc.
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The stated principal amount and issue price of each note is $1,000.
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We will not pay interest on the notes.
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At maturity, you will receive, for each $1,000 stated principal amount of notes that you then hold, an amount in cash equal to:
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If the final index value is
greater
than or equal to
the initial index value, $1,000
plus the upside payment;
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If the final index value is
less than
the initial index value but has decreased from the initial index value by an amount
less than or equal to
the buffer amount of 20%, $1,000; or
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If the final index value is
less than
the initial index value and has decreased from the initial index value by an amount
greater than
the buffer amount of 20%, $1,000 times the index performance factor, plus $200. This amount will be less than the $1,000 stated principal amount. However, under no circumstances will the payment at maturity be less than $200 per note, subject to the credit risk of Citigroup Inc.
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Please see the graph of “Hypothetical Payments on the Notes at Maturity” on page PS-6.
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The upside payment will be equal to $120 to $140 per note (12% to 14% of the stated principal amount). The actual upside payment will be determined on the day we price the notes for initial sale to the public, which we refer to as the pricing date.
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The index performance factor will be a fraction equal to the final index value divided by the initial index value.
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The initial index value will equal , the closing value of the underlying index on the pricing date.
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The final index value will equal the closing value of the underlying index on the valuation date.
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The pricing date will be May , 2012 (expected to be May 29, 2012), the day we price the notes for initial sale to the public.
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The valuation date will be May , 2014 (expected to be May 29, 2014), subject to postponement for non-index business days and certain market disruption events.
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The buffer amount is 20%, and the minimum payment at maturity is $200 per note (subject to the credit risk of Citigroup Inc.).
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Investing in the notes is not equivalent to investing in the underlying index or the stocks that constitute the underlying index, and you will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index.
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The notes will not be listed on any securities exchange. Accordingly, the notes may have limited or no liquidity. You should not invest in the notes unless you are willing to hold them until maturity.
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The CUSIP number for the notes is 1730T0XL8. The ISIN number for the notes is US1730T0XL87.
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You should read the more detailed description of the notes in this pricing supplement. In particular, you should review and understand the descriptions in “Summary of Pricing Supplement” and “Description of Notes.”
The notes are riskier than ordinary debt securities. See “Risk Factors” beginning on page PS-8.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Per note
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$1,000.00
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$24.50
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$975.50
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Total
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$
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$
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$
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(1) Citigroup Global Markets Inc., an affiliate of Citigroup Funding Inc. and the underwriter of the sale of the notes, is acting as principal and will receive an underwriting fee of up to $24.50 for each $1,000 note sold in this offering. From this underwriting fee, Citigroup Global Markets Inc. will pay selected dealers not affiliated with Citigroup Global Markets Inc. a variable selling concession of up to $24.50 for each $1,000 note they sell. Additionally, it is possible that Citigroup Global Markets Inc. and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. You should refer to “Risk Factors” and “Description of Notes—Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.
(2) The per note proceeds to Citigroup Funding Inc. indicated above represent the minimum per note proceeds to Citigroup Funding Inc. for any note, assuming the maximum per note underwriting fee of $24.50. As noted in footnote (1), the underwriting fee is variable. You should refer to “Risk Factors” and “Description of Notes—Plan of Distribution; Conflicts of Interest” in this pricing supplement for more information.
Citigroup Global Markets Inc. expects to deliver the notes to purchasers on or about May , 2012 (expected to be May 31, 2012).
The notes are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
SUMMARY OF PRICING SUPPLEMENT
The following summary describes the Buffered Digital Notes Based on the S&P 500
®
Index due June , 2014, which we refer to as the notes, we are offering to you in general terms only. You should read the summary together with the more detailed information that is contained in the rest of this pricing supplement and in the accompanying prospectus and prospectus supplement. You should carefully consider, among other things, the matters set forth in “Risk Factors.”
The notes offered are medium-term debt securities of Citigroup Funding Inc. (“Citigroup Funding”). The notes have been designed for investors who are willing to forgo market interest rates and dividends in exchange for a payment at maturity based on the performance of the S&P 500
®
Index, which we refer to as the underlying index. At maturity, you will receive a positive return on the notes only if the closing value of the underlying index on the valuation date is greater than or equal to the initial index value. All payments on the notes are fully and unconditionally guaranteed by Citigroup Inc. All payments on the notes are subject to the credit risk of Citigroup Inc.
The S&P 500
®
Index is described under “Description of Notes––The Underlying Index; Public Information” in this pricing supplement.
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Each note costs $1,000
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We, Citigroup Funding, are offering the Buffered Digital Notes Based on the S&P 500
®
Index due June , 2014, which we refer to as the notes. The stated principal amount and issue price of each note is $1,000.
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The issue price of the notes includes the underwriter’s fees paid with respect to the notes and the cost of hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. The fact that the issue price of the notes reflects these fees and hedging costs is expected to adversely affect the secondary market prices of the notes. See “Risk Factors—The inclusion of underwriting fees and projected profit of hedging in the issue price is likely to adversely affect secondary market prices” and “Description of Notes—Use of Proceeds and Hedging.”
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The notes provide a minimum payment at maturity of only 20% of the stated principal amount; no interest
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Unlike ordinary debt securities, the notes do not pay interest and provide a minimum payment at maturity of only 20% of the stated principal amount. At maturity, you will receive, for each $1,000 stated principal amount of notes that you then hold, an amount in cash that will vary depending upon the closing value of the underlying index on the valuation date. If the final index value decreases from the initial index value by more than the buffer amount of 20%, you may receive an amount at maturity that is up to 80% less than the stated principal amount of the notes. If the final index value remains unchanged or increases from the initial index value, you will receive a fixed positive return equal to the upside payment described below.
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The initial index value will be , the closing value of the underlying index on the day we price the notes for initial sale to the public, which we refer to as the pricing date and which we expect to be May 29, 2012.
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The final index value will be the closing value of the underlying index on May
, 2014 (expected to be May 29, 2014), which we refer to as the valuation date (subject to postponement in the event of non-index business days and certain market disruption events).
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Payment at maturity depends on the closing value of the underlying index on the valuation date
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At maturity, you will receive, for each $1,000 stated principal amount of notes that you then hold, an amount in cash that will vary depending upon the closing value of the underlying index on the valuation date equal to:
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If the final index value is
greater than or equal to
the initial index value, $1,000
plus
the upside payment,
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where
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upside payment = $120 to $140 per note (12% to 14% of the stated principal amount). Accordingly, even if the final index value is significantly greater than the initial index value, your payment at maturity will not exceed $1,120 to $1,140 per note. The actual upside payment will be determined on the pricing date;
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If the final index value is
less than
the initial index value but has decreased from the initial index value by an amount
less than or equal to
the buffer amount of 20%, $1,000;
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If the final index value is
less than
the initial index value and has decreased from the initial index value by an amount
greater than
the buffer amount of 20%, $1,000
times
the index performance factor,
plus
$200,
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where
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index performance factor
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=
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initial index value
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Accordingly, where the final index value has decreased from the initial index value by more than 20%, investors will lose 1% of the stated principal amount for every 1% decline in the closing value of the underlying index in excess of the buffer amount of 20%.
In this case, the amount you receive at maturity will be less than the $1,000 stated principal amount and may be as low as $200 per note.
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All payments on the notes are subject to the credit risk of Citigroup Inc.
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On page PS-6, we have provided a graph titled “Hypothetical Payments on the Notes at Maturity,” which illustrates the performance of the notes at maturity over a range of hypothetical percentage changes in the closing value of the underlying index from the pricing date to the valuation date (as measured solely on those two dates). The graph does not show every situation that can occur.
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You can review historical closing values of the underlying index in the section of this pricing supplement called “Description of Notes—Historical Information.”
However, it is impossible to predict the future performance of the underlying index based upon its historical performance.
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If the closing value of the underlying index is not available or a market disruption event occurs with respect to the underlying index on the valuation date, the final index value will be determined in accordance with “Description of Notes—Closing Value of the Underlying Index.”
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Investing in the notes is not equivalent to investing in the underlying index or the
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stocks that constitute the underlying index, and you will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index.
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Your participation in any increase in the final index value over the initial index value will be no greater than the upside payment
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The fixed positive return investors may realize on the notes if the final index value is greater than or equal to the initial index value will be equal to, but no greater than, the upside payment of $120 to $140 per note (12% to 14% of the stated principal amount). Accordingly, even if the final index value is substantially greater than the initial index value, your payment at maturity will not exceed $1,120 to $1,140 per note, or 112% to 114% of the stated principal amount. The actual upside payment will be determined on the pricing date. See “Hypothetical Payments on the Notes at Maturity.”
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By investing in the notes, you will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index
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Investors will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index. As of May 3, 2012, the average dividend yield of those stocks was
2.05%
per year, which, if the average dividend yield remained constant for the term of the notes, would be equivalent to
4.10%
(calculated on a simple interest basis) over the approximately 2-year term of the notes. However, it is impossible to predict whether the dividend yield over the term of the notes will be higher, lower or the same as this average dividend yield or the average dividend yield during any other period. You should carefully consider whether an investment that does not provide for dividends or periodic interest is appropriate for you.
The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the notes.
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Citigroup Global Markets will be the calculation agent
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We have appointed our affiliate, Citigroup Global Markets Inc. (“Citigroup Global Markets”), to act as calculation agent for The Bank of New York Mellon, a New York banking corporation (as successor trustee under an indenture dated June 1, 2005), the trustee for our senior securities. As calculation agent, Citigroup Global Markets will determine, among other things, the initial index value, the final index value, the index performance factor, if applicable, whether a market disruption event has occurred and the payment that you will receive at maturity.
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Citigroup Global Markets will be the underwriter; conflicts of interest
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The underwriter for the offering of the notes, Citigroup Global Markets, our affiliate, will conduct this offering in compliance with the requirements of Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc., which is commonly referred to as FINRA, regarding a FINRA member firm’s distribution of the securities of an affiliate and related conflicts of interest. In accordance with FINRA Rule 5121, Citigroup Global Markets or any of our other affiliates may not make sales in this offering to any client account over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion without the prior written consent of the client. See “Description of Notes—Plan of Distribution; Conflicts of Interest.”
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You may revoke your offer to purchase the notes prior to our acceptance
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We are using this pricing supplement to solicit from you an offer to purchase the notes. You may revoke your offer to purchase the notes at any time prior to the time at which we accept such offer by notifying the underwriter. We reserve the right to change the terms of, or reject any offer to purchase, the notes prior to their issuance. In the event of any material changes to the terms of the notes, we will notify you.
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Where you can find more information on the notes
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The notes are senior unsecured securities issued as part of our Series D medium-term senior note program. You can find a general description of our Series D medium-term senior note program in the accompanying prospectus supplement dated May 12, 2011 and prospectus dated May 12, 2011. We describe the basic features of this type of note in the section of the prospectus supplement called “Description of the Notes—Indexed Notes” and in the section of the prospectus called “Description of
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Debt Securities.”
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For a detailed description of the terms of the notes, you should read the section of this pricing supplement called “Description of Notes.” You should also read about some of the risks involved in investing in the notes in the section of this pricing supplement called “Risk Factors.” The tax and accounting treatment of investments in equity-linked securities such as the notes may differ from that of investments in ordinary debt securities or common stock. See the section of this pricing supplement called “Description of Notes—United States Federal Tax Considerations.” We urge you to consult your investment, legal, tax, accounting and other advisers with regard to any proposed or actual investment in the notes.
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How to reach us
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Clients may contact their local brokerage representative. Third-party distributors may contact Citi Structured Investment Sales at (212) 723-7005.
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HYPOTHETICAL PAYMENTS ON THE NOTES AT MATURITY
The following graph illustrates the payment at maturity per note for a range of hypothetical percentage changes in the closing value of the underlying index from the pricing date to the valuation date (as measured solely on those two dates).
Investors will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index. As of May 3, 2012, the average dividend yield of those stocks was
2.05%
per year, which, if the average dividend yield remained constant for the term of the notes, would be equivalent to
4.10%
(calculated on a simple interest basis) over the approximately 2-year term of the notes. However, it is impossible to predict whether the dividend yield over the term of the notes will be higher, lower or the same as this average dividend yield or the average dividend yield during any other period. You should carefully consider whether an investment that does not provide for dividends or periodic interest is appropriate for you.
The payment scenarios below do not show any effect of lost dividend yield over the term of the notes.
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The graph is based on the following terms:
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Stated Principal Amount:
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$1,000 per note
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Hypothetical Upside Payment:
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$130 per note (13% of the stated principal amount)
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Buffer Amount:
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20%
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Minimum Payment at Maturity:
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$200 per note (20% of the stated principal amount)
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If the final index value is
greater than or equal to
the initial index value, the payment at maturity per note reflected in the graph above is, in all cases, equal to and will not exceed the $1,000 stated principal amount
plus
the hypothetical upside payment of $130 per note. Accordingly, in the payoff diagram above, an investor will
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receive a fixed payment at maturity of $1,130 per note even if the final index value is significantly greater than the initial index value.
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If the final index value is
less than
the initial index value but has decreased from the initial index value by an amount
less than or equal to
the buffer amount of 20%, investors will receive the $1,000 stated principal amount per note.
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If the final index value is
less than
the initial index value and has decreased from the initial index value by an amount
greater than
the buffer amount of 20%, investors will receive a payment at maturity that is less than the stated principal amount by an amount that is proportionate to the percentage decrease of the final index value from the initial index value in excess of the buffer amount of 20%. The minimum payment at maturity is $200 per note.
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For example, if the final index value is 40% less than the initial index value, investors will lose 20% of their principal and receive a payment at maturity of only $800 per note, or 80% of the stated principal amount.
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The notes are not secured debt, are riskier than ordinary debt securities, do not pay any interest and provide a minimum payment at maturity of only 20% of the stated principal amount. Investing in the notes is not equivalent to investing in the underlying index or the stocks that constitute the underlying index, and you will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index. This section describes the most significant risks relating to the notes. For a complete list of risk factors, please also refer to the accompanying prospectus supplement and the accompanying prospectus. You should carefully consider whether the notes are suited to your particular circumstances before you decide to invest.
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The notes do not pay interest, and you may lose up to 80% of the stated principal amount
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The terms of the notes differ from those of ordinary debt securities in that the notes do not pay interest and provide a minimum payment at maturity of only 20% of the stated principal amount of the notes, subject to the credit risk of Citigroup Inc. If the final index value is less than 80% of the initial index value, the payment at maturity will be an amount in cash that is less than the $1,000 stated principal amount of each note by an amount proportionate to the decrease in the final index value from the initial index value in excess of the buffer amount of 20%.
Thus, you may lose up to 80% of the stated principal amount of each note.
See “Hypothetical Payments on the Notes at Maturity.”
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The appreciation potential of the notes is fixed and limited
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The appreciation potential of the notes is fixed and limited to the upside payment of $120 to $140 per note (12% to 14% of the stated principal amount), even if the final index value is greater than the initial index value by more than 12% to 14%. The actual upside payment will be determined on the pricing date. See “Hypothetical Payments on the Notes at Maturity.”
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Historically, the closing value of the underlying index has been volatile
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From January 3, 2007 to May 3, 2012, the closing value of the underlying index has been as low as 676.53 and as high as 1,565.15. The volatility of the closing value of the underlying index may result in you receiving an amount at maturity that is less than the $1,000 stated principal amount of the notes and possibly as low as $200 per note.
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The notes are subject to the credit risk of Citigroup Inc., the guarantor of any payments due on the notes, and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the value of the notes
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Investors are dependent on the ability of Citigroup Inc., Citigroup Funding’s parent company and the guarantor of any payments due on the notes, to pay all amounts due on the notes at maturity, and, therefore, investors are subject to the credit risk of Citigroup Inc. and to changes in the market’s view of Citigroup Inc.’s creditworthiness. The notes are not guaranteed by any other entity. If Citigroup Inc. defaults on its obligations under the notes, your investment would be at risk and you could lose some or all of your investment. Any decline, or anticipated decline, in Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc.’s credit risk is likely to adversely affect the value of the notes.
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The notes will not be listed on any securities exchange, and secondary trading may be limited
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The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. Citigroup Global Markets may, but is not obligated to, make a market in the notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because we do not expect that other broker-dealers will participate significantly in any secondary market that may develop for the notes, the price at which you may be able to sell your notes is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If, at any time, Citigroup Global Markets were not to make a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.
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The inclusion of
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Assuming no change in market conditions or any other relevant factors, the price, if
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underwriting fees and projected profit from hedging in the issue price is likely to adversely affect secondary market prices
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any, at which Citigroup Global Markets may be willing to purchase the notes in secondary market transactions will likely be lower than the issue price, since the issue price will include, and secondary market prices are likely to exclude, underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related hedging transaction. Our affiliates may realize a profit from the expected hedging activity even if investors do not receive a favorable investment return under the terms of the notes or in any secondary market transaction. In addition, any secondary market prices may differ from values determined by pricing models used by Citigroup Global Markets, as a result of dealer discounts, mark-ups or other transaction costs.
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The value of the notes will be influenced by many unpredictable factors
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Several factors will influence the value of the notes prior to maturity and the price, if any, at which Citigroup Global Markets may be willing to purchase your notes in any secondary market that may develop, including: the value and volatility (frequency and magnitude of changes in value or price) of the underlying index and the stocks that constitute the underlying index, the dividend yield of the stocks that constitute the underlying index, geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the underlying index or equities markets generally and that may affect the closing value of the underlying index, interest and yield rates in the market, time remaining until the notes mature and any actual or anticipated changes in the credit ratings or credit spreads of Citigroup Inc. The value of the underlying index may be, and has recently been, extremely volatile, and we can give you no assurance that the volatility will lessen. See “Description of Notes—Historical Information” below. You may receive less, and possibly significantly less, than the stated principal amount of the notes if you try to sell your notes prior to maturity.
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Potential for a lower comparable yield
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The notes do not pay any periodic interest. As a result, if the final index value does not increase from the initial index value, the effective yield on the notes will be less than that which would be payable on a conventional fixed-rate debt security of Citigroup Funding (guaranteed by Citigroup Inc.) of comparable maturity.
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Investing in the notes is not equivalent to investing in the underlying index or the stocks that constitute the underlying index, and you will not be entitled to receive any dividends paid with respect to the stocks that constitute the underlying index
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Investing in the notes is not equivalent to investing in the underlying index or the stocks that constitute the underlying index. Investors in the notes will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to stocks that constitute the underlying index. As of May 3, 2012, the stocks that constitute the underlying index average a dividend yield of
2.05%
per year. If this average dividend yield were to remain constant for the term of the notes, then, assuming no reinvestment of dividends, you would be forgoing an aggregate yield of
4.10%
(calculated on a simple interest basis) by investing in the notes instead of investing directly in the stocks that constitute the underlying index or in another investment linked to the underlying index that provides for a pass-through of dividends. However, it is impossible to predict whether the dividend yield over the term of the notes will be higher, lower or the same as this average dividend yield or the average dividend yield during any other period.
You should carefully consider whether an investment that does not provide for dividends or periodic interest is appropriate for you. The payment scenarios described in this pricing supplement do not show any effect of lost dividend yield over the term of the notes.
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Adjustments to the underlying index could adversely affect the value
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The publisher of the underlying index may add, delete or substitute the stocks that constitute the underlying index or make other methodological changes that could change the value of the underlying index. The publisher of the underlying index may discontinue or suspend calculation or publication of the underlying index at any
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of the notes
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time. In this circumstance, the calculation agent will have the sole discretion to substitute a successor index that is comparable to the discontinued underlying index and is not precluded from considering indices that are calculated and published by the calculation agent or any of its affiliates.
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The calculation agent, which is an affiliate of ours, will make determinations with respect to the notes
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Citigroup Global Markets, the calculation agent, is an affiliate of ours. As calculation agent, Citigroup Global Markets will determine, among other things, the initial index value, the final index value and the index performance factor, if applicable, and will calculate the amount of cash you will receive at maturity. Determinations made by Citigroup Global Markets, in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the selection of a successor index or calculation of the final index value in the event of a market disruption event, or discontinuance of the underlying index, may adversely affect the payment to you at maturity.
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Hedging and trading activity by the calculation agent and its affiliates could potentially affect the value of the notes
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One or more of our affiliates expect to hedge our obligations under the notes and will carry out hedging activities related to the notes (and other instruments linked to the underlying index or the stocks that constitute the underlying index), including trading in stocks that constitute the underlying index, in swaps, futures and/or options contracts on the underlying index and/or the stocks that constitute the underlying index and/or in other instruments related to the underlying index and/or the stocks that constitute the underlying index. Our affiliates also trade in the stocks that constitute the underlying index and other financial instruments related to the underlying index and the stocks that constitute the underlying index on a regular basis as part of their general broker-dealer, proprietary trading and other businesses. Any of these hedging or trading activities on or prior to the pricing date could potentially increase the initial index value and, as a result, could increase the value above which the underlying index must close on the valuation date before an investor receives a payment at maturity that exceeds the issue price of the notes. Additionally, such hedging or trading activities during the term of the notes, including on the valuation date, could adversely affect the value of the underlying index on the valuation date and, accordingly, the amount of cash an investor will receive at maturity.
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The U.S. federal tax consequences of an investment in the notes are unclear
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There is no direct legal authority regarding the proper U.S. federal tax treatment of the notes, and we do not plan to request a ruling from the Internal Revenue Service (the “IRS”). Consequently, significant aspects of the tax treatment of the notes are uncertain, and the IRS or a court might not agree with the treatment of the notes as prepaid forward contracts. If the IRS were successful in asserting an alternative treatment of the notes, the tax consequences of the ownership and disposition of the notes might be affected materially and adversely. As described below under “Description of Notes—United States Federal Tax Considerations,” in 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the notes, possibly with retroactive effect. Both U.S. and non-U.S. persons considering an investment in the notes should review carefully the section of this pricing supplement entitled “Description of Notes—United States Federal Tax Considerations” and consult their tax advisers regarding the U.S. federal tax consequences of an investment in the notes (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement. The term “Note” refers to each $1,000 stated principal amount of our Buffered Digital Notes Based on the S&P 500
®
Index due June , 2014. In this pricing supplement, the terms “Citigroup Funding,” “we,” “us” and “our” refer to Citigroup Funding Inc.
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Aggregate Principal Amount
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$
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Pricing Date
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May , 2012 (expected to be May 29, 2012)
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Original Issue Date (Settlement Date)
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May , 2012 (two Business Days after the Pricing Date)
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Maturity Date
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June , 2014 (expected to be June 2, 2014)
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Valuation Date
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May , 2014 (expected to be May 29, 2014). If the originally scheduled Valuation Date is not an Index Business Day, the Valuation Date may be postponed by the Calculation Agent, but not past the Index Business Day immediately prior to the Maturity Date. In addition, if a Market Disruption Event occurs on the originally scheduled Valuation Date, the Calculation Agent may postpone the Valuation Date as described below under “—Closing Value of the Underlying Index.”
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Interest Rate
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None
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Specified Currency
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U.S. dollars
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Stated Principal Amount
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$1,000 per Note
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Issue Price
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$1,000 per Note
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CUSIP Number
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1730T0XL8
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ISIN Number
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US
1730T0XL87
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Denominations
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$1,000 and integral multiples thereof
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Underlying Index
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S&P 500
®
Index
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At maturity, you will receive for each $1,000 Stated Principal Amount of Notes that you then hold a Payment at Maturity equal to:
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•
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If the Final Index Value is
greater than or equal to
the Initial Index Value, $1,000
plus
the Upside Payment;
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•
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If the Final Index Value is
less than
the Initial Index Value but has decreased from the Initial Index Value by an amount
less than or equal to
the Buffer Amount, $1,000; or
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•
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If the Final Index Value is
less than
the Initial Index Value and has decreased from the Initial Index Value by an amount
greater than
the Buffer Amount, $1,000
times
the Index Performance Factor,
plus
$200.
This payment will be less than the $1,000 Stated Principal Amount and may be as low as $200 per Note.
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We shall, or shall cause the Calculation Agent to, (i) provide written notice to the Trustee and to The Depository Trust Company, which we refer to as DTC, of the amount of cash to be delivered with respect to each Note, on or prior to 10:30 a.m. (New York City time) on the Index Business Day preceding the Maturity Date (but if such Index Business Day is not a Business Day, prior to the close of business on the Business Day preceding the Maturity Date), and (ii) deliver the aggregate cash amount due with respect to the Notes to the Trustee for delivery to DTC, as holder of the Notes, on or prior to the Maturity Date. We expect such amount of cash will be distributed to investors on the Maturity Date in accordance with the standard rules and procedures of DTC and its direct and indirect participants. See “—Book-Entry Security or Certificated Security” below, and see “Forms of Securities—The Depositary” in the accompanying prospectus.
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Upside Payment
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$120 to $140 per Note (12% to 14% of the Stated Principal Amount). The actual Upside Payment will be determined on the Pricing Date.
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Index Performance Factor
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A fraction, the numerator of which is the Final Index Value and the denominator of which is the Initial Index Value, as described by the following formula:
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Index Performance Factor
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=
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Initial Index Value
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Initial Index Value
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, the Closing Value of the Underlying Index on the Pricing Date, as determined by the Calculation Agent
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Final Index Value
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The Closing Value of the Underlying Index on the Valuation Date, as determined by the Calculation Agent
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Buffer Amount
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20%
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Minimum Payment at Maturity
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$200 per Note (20% of the Stated Principal Amount)
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Closing Value of the Underlying Index
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Subject to the terms described under “—Discontinuance of the Underlying Index; Alteration of Method of Calculation” below, the Closing Value on any date of determination, including the Valuation Date, means the closing value of the Underlying Index on such day as published by the publisher of the Underlying Index. If the Closing Value of the Underlying Index is not available or if a Market Disruption Event occurs on any date of determination, the Closing Value of the Underlying Index for that date, unless deferred by the Calculation Agent as described below, will be the arithmetic mean, as determined by the Calculation Agent, of the value of the Underlying Index obtained from as many dealers in equities (which may include Citigroup Global Markets Inc. (“Citigroup Global Markets”) or any of our other affiliates), but not exceeding three such dealers, as will make such value available to the Calculation Agent. Instead of obtaining values from dealers as described in the preceding sentence, if a Market Disruption Event occurs on the Valuation Date or any other date of determination, the Calculation Agent may defer such date for up to five
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consecutive Index Business Days on which a Market Disruption Event is occurring, but not past the Index Business Day immediately prior to the Maturity Date.
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Business Day
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Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are authorized or required by law or regulation to close in The City of New York
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Index Business Day
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A day, as determined by the Calculation Agent, on which the level of the Underlying Index or any Successor Index is calculated and published and on which securities comprising more than 80% of the value of the Underlying Index on such day are capable of being traded on their primary exchanges or markets during the one-half hour before the determination of the Closing Value of the index. All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will be conclusive for all purposes and binding on Citigroup Funding, Citigroup Inc. and the beneficial owners of the Notes, absent manifest error.
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Book Entry Note or
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Certificated Note
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Book Entry. The Notes will be issued in the form of one or more fully registered global securities which will be deposited with, or on behalf of, DTC and will be registered in the name of a nominee of DTC. DTC’s nominee will be the only registered holder of the Notes. Your beneficial interest in the Notes will be evidenced solely by entries on the books of the securities intermediary acting on your behalf as a direct or indirect participant in DTC. In this pricing supplement, all references to actions taken by “you” or to be taken by “you” refer to actions taken or to be taken by DTC and its participants acting on your behalf, and all references to payments or notices to you will mean payments or notices to DTC, as the registered holder of the Notes, for distribution to participants in accordance with DTC’s procedures. For more information regarding DTC and book-entry securities, please read “Description of Debt Securities—Book-Entry Procedures and Settlement” in the accompanying prospectus.
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Senior Security or Subordinated Security
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Senior
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Paying Agent
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Citibank, N.A.
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Trustee
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The Bank of New York Mellon, a New York banking corporation (as successor trustee under an indenture dated June 1, 2005)
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Underwriter
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Citigroup Global Markets, acting as principal
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Calculation Agent
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Citigroup Global Markets
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All determinations made by the Calculation Agent will be at the sole discretion of the Calculation Agent and will, in the absence of manifest error, be conclusive for all purposes and binding on you, the Trustee and us.
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All calculations with respect to the Payment at Maturity will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward (
e.g.
, .876545 would be rounded to
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.87655); all dollar amounts related to determination of the amount of cash payable per Note will be rounded to the nearest ten-thousandth, with five one hundred-thousandths rounded upward (
e.g.
, .76545 would be rounded up to .7655); and all dollar amounts paid on the aggregate number of Notes will be rounded to the nearest cent, with one-half cent rounded upward.
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Determinations made by the Calculation Agent, an affiliate of ours, including with respect to the occurrence or non-occurrence of Market Disruption Events and the selection of a Successor Index or calculation of the Final Index Value in the event of a Market Disruption Event, or discontinuance of the Underlying Index, may affect the Payment at Maturity. See “—Discontinuance of the Underlying Index; Alteration of Method of Calculation” and “—Market Disruption Event” below. Citigroup Global Markets is obligated to carry out its duties and functions as Calculation Agent in good faith and using its reasonable judgment.
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Market Disruption Event
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Market Disruption Event, as determined by the Calculation Agent in its sole discretion, means the occurrence or existence of any suspension of or limitation imposed on trading (by reason of movements in price exceeding limits permitted by any relevant exchange or market or otherwise) of, or the unavailability, through a recognized system of public dissemination of transaction information, for a period longer than two hours, or during the one-half hour period preceding the close of trading, on the primary exchange or market, of accurate price, volume or related information in respect of (a) stocks which then comprise 20% or more of the value of the Underlying Index or any Successor Index, (b) any options or futures contracts, or any options on such futures contracts, relating to the Underlying Index or any Successor Index, or (c) any options or futures contracts relating to stocks which then comprise 20% or more of the value of the Underlying Index or any Successor Index on any exchange or market if, in each case, in the determination of the Calculation Agent, any such suspension, limitation or unavailability is material.
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For the purpose of determining whether a Market Disruption Event exists at any time, if trading in a security included in the Underlying Index is materially suspended or materially limited at that time, then the relevant percentage contribution of that security to the value of the Underlying Index will be based on a comparison of the portion of the value of the Underlying Index attributable to that security relative to the overall value of the Underlying Index, in each case immediately before that suspension or limitation.
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No Redemption
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The Notes are not subject to redemption at the option of Citigroup Funding or any holder prior to maturity.
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Alternate Payment Calculation
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in Case of an Event of Default
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In case an event of default with respect to the Notes shall have occurred and be continuing, the amount declared due and payable per Note upon any acceleration of the Notes shall be determined by the Calculation Agent and shall be an amount in cash equal to the Payment at Maturity calculated using the Closing Value of the
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Underlying Index as of the date of such acceleration as the Final Index Value.
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If the maturity of the Notes is accelerated because of an event of default as described above, we shall, or shall cause the Calculation Agent to, provide written notice to the Trustee at its New York office, on which notice the Trustee may conclusively rely, and to DTC of the cash amount due with respect to the Notes as promptly as possible and in no event later than two Business Days after the date of acceleration.
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In case of default in Payment at Maturity of the Notes, the Notes shall bear interest, payable upon demand of the beneficial owners of the Notes in accordance with the terms of the Notes, from and after the Maturity Date through the date when payment of the unpaid amount has been made or duly provided for, at the rate of % per annum on the unpaid amount due.
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Discontinuance of the Underlying
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Index; Alteration of Method of Calculation
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If the publisher of the Underlying Index discontinues publication of the Underlying Index and it or another entity (including Citigroup Global Markets) publishes a successor or substitute index that the Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Underlying Index, then the value of the Underlying Index will be determined by reference to the value of that index, which we refer to as a “Successor Index.”
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Upon any selection by the Calculation Agent of a Successor Index, the Calculation Agent will cause notice to be furnished to the Trustee, us and to DTC, as holder of the Notes, within three Business Days of such selection. We expect that such notice will be made available to you, as a beneficial owner of the Notes, in accordance with the standard rules and procedures of DTC and its direct and indirect participants.
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If the publisher of the Underlying Index discontinues publication of the Underlying Index prior to, and such discontinuance is continuing on, the Valuation Date or the date of acceleration, and the Calculation Agent determines, in its sole discretion, that no Successor Index is available at such time, then the Calculation Agent will determine the Closing Value for the Underlying Index for such date. Such Closing Value will be computed by the Calculation Agent in accordance with the formula for calculating the Underlying Index last in effect prior to such discontinuance, using the closing price (or, if trading in the relevant securities has been materially suspended or materially limited, its good faith estimate of the closing price that would have prevailed but for such suspension or limitation) of each security most recently constituting the Underlying Index at the close of the principal trading session of the primary exchange(s) or market(s) of trading for such security on such date, without any rebalancing or substitution of such securities following such discontinuance. Notwithstanding these alternative arrangements, discontinuance of the publication of the Underlying Index may adversely affect the value of the Notes.
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If at any time the method of calculating the Underlying Index or a Successor Index is changed in any material respect, or if the
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Underlying Index or any Successor Index is in any other way modified so that the value of the Underlying Index or the Successor Index does not, in the opinion of the Calculation Agent, fairly represent the value of that index had the changes or modifications not been made, then, from and after that time, the Calculation Agent will, as of the close of business in New York, New York, make those adjustments as, in the good faith judgment of the Calculation Agent, may be necessary in order to arrive at a calculation of a value of an index comparable to the Underlying Index or any Successor Index as if the changes or modifications had not been made, and calculate the value of the index with reference to the Underlying Index or the Successor Index. Accordingly, if the method of calculating the Underlying Index or any Successor Index is modified so that the value of the Underlying Index or any Successor Index is a fraction or a multiple of what it would have been if it had not been modified, then the Calculation Agent will adjust that index in order to arrive at a value of the index as if it had not been modified.
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The Underlying Index; Public Information
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Unless otherwise stated, we have derived all information regarding the S&P 500
®
Index provided in this pricing supplement, including, without limitation, its composition, method of calculation and changes in components, from publicly available sources. Such information reflects the policies of, and is subject to change by, S&P. S&P is under no obligation to continue to publish, and may discontinue or suspend the publication of, the S&P 500
®
Index at any time. None of Citigroup Inc., Citigroup Funding, Citigroup Global Markets or the Trustee has independently verified any information relating to the S&P 500
®
Index.
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The S&P 500
®
Index is published by S&P and is intended to provide a performance benchmark for the large capitalization segment of the U.S. equity markets. The calculation of the value is based on the relative aggregate market value of the common stocks of 500 companies at a particular time compared to the aggregate average market value of the common stocks of 500 similar companies during the base period of the years 1941 through 1943. The weighting and composition of the index components are updated periodically so that, in the judgment of S&P, the S&P 500
®
Index reflects the performance of the U.S. equity markets.
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As of May 3, 2012, the aggregate market value of the 500 companies included in the S&P 500
®
Index represented approximately 75% of the U.S. equities market. S&P chooses companies for inclusion in the S&P 500
®
Index with the aim of achieving a distribution by broad industry groupings that approximates the distribution of these groupings in the common stock composition of the NYSE, which S&P uses as an assumed model for the composition of the total market. Relevant criteria employed by S&P include the viability of the particular company, the extent to which that company represents the industry group to which it is assigned, the extent to which the market price of that company’s common stock is generally responsive to changes in the affairs of the respective industry and the market value and trading activity of the common stock of that company.
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As of May 3, 2012, the 500 companies included in the S&P 500
®
Index were divided into 10 Global Industry Classification Sectors. The Global Industry Classification Sectors included (with the percentage of companies currently included in such sectors indicated in parentheses): Consumer Discretionary (11.31%), Consumer Staples (10.96%), Energy (11.08%), Financials (14.64%), Health Care (11.42%), Industrials (10.50%), Information Technology (20.24%), Materials (3.42%), Telecommunication Services (2.94%) and Utilities (3.49%). S&P may from time to time, in its sole discretion, add companies to, or delete companies from, the S&P 500
®
Index to achieve the objectives stated above.
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THE S&P 500
®
INDEX DOES NOT REFLECT THE PAYMENT OF DIVIDENDS ON THE STOCKS UNDERLYING IT AND THEREFORE THE RETURN ON THE NOTES WILL NOT PRODUCE THE SAME RETURN YOU WOULD RECEIVE IF YOU WERE TO PURCHASE SUCH UNDERLYING STOCKS AND HOLD THEM UNTIL THE MATURITY DATE.
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Computation of the S&P 500
®
Index
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On March 21, 2005, S&P began to calculate the S&P 500
®
Index based on a half float-adjusted formula, and on September 16, 2005, S&P completed the full float adjustment of the S&P 500
®
Index. S&P’s criteria for selecting stocks for the S&P 500
®
Index were not changed by the shift to float adjustment. However, the adjustment affects each company’s weight in the S&P 500
®
Index (i.e., its market value).
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Under float adjustment, the share counts used in calculating the S&P 500
®
Index reflect only those shares that are available to investors and not all of a company’s outstanding shares. S&P defines three groups of shareholders whose holdings are subject to float adjustment:
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Ÿ
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holdings by other publicly traded corporations, venture capital firms, private equity firms, strategic partners, or leveraged buyout groups;
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Ÿ
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holdings by governmental entities, including all levels of government in the United States or foreign countries; and
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Ÿ
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holdings by current or former officers and directors of the company, founders of the company, or family trusts of officers, directors, or founders, as well as holdings of trusts, foundations, pension funds, employee stock ownership plans, or other investment vehicles associated with and controlled by the company.
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However, treasury stock, stock options, restricted shares, equity participation units, warrants, preferred stock, convertible stock, and rights are not part of the float. In cases where holdings in a group exceed 10% of the outstanding shares of a company, the holdings of that group will be excluded from the float-adjusted count of shares to be used in the S&P 500
®
Index calculation. Mutual funds, investment advisory firms, pension funds, or foundations not
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associated with the company and investment funds in insurance companies, shares of a United States company traded in Canada as “exchangeable shares,” shares that trust beneficiaries may buy or sell without difficulty or significant additional expense beyond typical brokerage fees, and, if a company has multiple classes of stock outstanding, shares in an unlisted or non-traded class if such shares are convertible by shareholders without undue delay and cost, are also part of the float.
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For each stock, an investable weight factor (“IWF”) is calculated by dividing the available float shares, defined as the total shares outstanding less shares held in one or more of the three groups listed above where the group holdings exceed 10% of the outstanding shares, by the total shares outstanding. The float-adjusted index will then be calculated by dividing the sum of the IWF multiplied by both the price and the total shares outstanding for each stock by the index divisor. For companies with multiple classes of stock, S&P will calculate the weighted average IWF for each stock using the proportion of the total company market capitalization of each share class as weights.
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The S&P 500
®
Index is calculated using a base-weighted aggregate methodology: the level of the S&P 500
®
Index reflects the total market value of all S&P 500
®
component stocks relative to the S&P 500
®
Index’s base period of 1941-43 (the “base period”).
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An indexed number is used to represent the results of this calculation in order to make the value easier to work with and track over time.
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The actual total market value of the S&P 500
®
component stocks during the base period has been set equal to an indexed value of 10. This is often indicated by the notation 1941-43=10. In practice, the daily calculation of the S&P 500
®
Index is computed by dividing the total market value of the S&P 500
®
component stocks by a number called the index divisor. By itself, the index divisor is an arbitrary number. However, in the context of the calculation of the S&P 500
®
Index, it is the only link to the original base period level of the S&P 500
®
Index.
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The index divisor keeps the S&P 500
®
Index comparable over time and is the manipulation point for all adjustments to the S&P 500
®
Index (“index maintenance”).
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Index maintenance includes monitoring and completing the adjustments for company additions and deletions, share changes, stock splits, stock dividends, and stock price adjustments due to company restructurings or spinoffs.
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To prevent the level of the S&P 500
®
Index from changing due to corporate actions, all corporate actions which affect the total market value of the S&P 500
®
Index require an index divisor adjustment. By adjusting the index divisor for the change in total market value, the level of the S&P 500
®
Index remains constant. This helps maintain the level of the S&P 500
®
Index as an accurate barometer of stock market performance and ensures that the
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movement of the S&P 500
®
Index does not reflect the corporate actions of individual companies in the S&P 500
®
Index. All index divisor adjustments are made after the close of trading. Some corporate actions, such as stock splits and stock dividends, require simple changes in the common shares outstanding and the stock prices of the companies in the S&P 500
®
Index and do not require index divisor adjustments.
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License Agreement
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S&P and Citigroup Global Markets have entered into a non-exclusive license agreement providing for the license to Citigroup Inc., Citigroup Funding and its affiliates, in exchange for a fee, of the right to use indices owned and published by S&P in connection with certain financial instruments, including the Notes.
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The license agreement between S&P and Citigroup Global Markets provides that the following language must be stated in this pricing supplement.
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“The Notes are not sponsored, endorsed, sold or promoted by S&P. S&P makes no representation or warranty, express or implied, to the holders of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly. S&P’s only relationship to Citigroup Funding and its affiliates (other than transactions entered into in the ordinary course of business) is the licensing of certain trademarks, trade names and service marks of S&P and of the S&P 500
®
Index, which is determined, composed and calculated by S&P without regard to Citigroup Funding, its affiliates or the Notes. S&P has no obligation to take the needs of Citigroup Funding, its affiliates or the holders of the Notes into consideration in determining, composing or calculating the S&P 500
®
Index. S&P is not responsible for and has not participated in the determination of the timing of, prices at or quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of the Notes.
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S&P DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P 500
®
INDEX OR ANY DATA INCLUDED THEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY CITIGROUP FUNDING, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500
®
INDEX OR ANY DATA INCLUDED THEREIN. S&P MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE S&P 500
®
INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY LOST PROFITS OR
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INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P AND CITIGROUP FUNDING.”
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Historical Information
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The following table sets forth the published high, low and end-of-quarter Closing Values of the Underlying Index for each quarter in the period from January 3, 2007 through May 3, 2012. The Closing Value of the Underlying Index on May 3, 2012 was 1,391.57. The graph following the table sets forth the historical performance of the Underlying Index for the period from January 3, 2007 through May 3, 2012.
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You should not take historical Closing Values of the Underlying Index as an indication of future performance, and no assurance can be given as to the Closing Value of the Underlying Index on the Valuation Date. The Final Index Value may be less than the Initial Index Value so that the Payment at Maturity will be less than the Stated Principal Amount of the Notes and possibly as low as $200 per Note.
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We cannot give you any assurance that the Closing Value of the Underlying Index will remain unchanged or increase so that at maturity you will receive a payment in excess of the Stated Principal Amount of the Notes. Your return is linked to the Closing Value of the Underlying Index on the Valuation Date.
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We obtained the information in the tables and graphs below from Bloomberg Financial Markets, without independent verification.
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S&P 500
®
Index
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Historical High, Low and Period End Closing Values
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January 3, 2007 through May 3, 2012
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2007
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First Quarter
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1,459.68
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1,374.12
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1,420.86
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Second Quarter
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1,539.18
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1,424.55
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1,503.35
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Third Quarter
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1,553.08
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1,406.70
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1,526.75
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Fourth Quarter
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1,565.15
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1,407.22
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1,468.36
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2008
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First Quarter
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1,447.16
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1,273.37
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1,322.70
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Second Quarter
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1,426.63
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1,278.38
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1,280.00
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Third Quarter
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1,305.32
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1,106.39
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1,166.36
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Fourth Quarter
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1,161.06
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752.44
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903.25
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2009
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First Quarter
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934.70
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676.53
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797.87
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Second Quarter
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946.21
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811.08
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919.32
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Third Quarter
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1,071.66
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879.13
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1,057.08
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Fourth Quarter
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1,127.78
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1,025.21
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1,115.10
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2010
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First Quarter
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1,174.17
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1,056.74
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1,169.43
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Second Quarter
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1,217.28
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1,067.95
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1,067.95
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Third Quarter
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1,148.67
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1,137.09
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1,141.20
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Fourth Quarter
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1,259.78
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1,269.75
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1,257.64
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2011
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First Quarter
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1,343.01
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1,256.88
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1,325.83
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Second Quarter
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1,363.61
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1,265.42
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1,320.64
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Third Quarter
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1,353.22
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1,119.46
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1,131.42
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Fourth Quarter
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1,285.09
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1,099.23
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1,257.60
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2012
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First Quarter
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1,416.51
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1,277.06
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1,408.47
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Second Quarter (through
May 3, 2012)
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1,419.04
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1,358.59
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1,391.57
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S&P 500
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Index
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January 3, 2007 through May 3, 2012
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Daily Closing Values
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Use of Proceeds and Hedging
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The net proceeds we receive from the sale of the Notes will be used for general corporate purposes and, in part, in connection with hedging our obligations under the Notes through one or more of our affiliates. The Issue Price of the Notes includes the Underwriter’s fees (as shown on the cover page of this pricing supplement) paid with respect to the Notes and the cost of hedging our obligations under the Notes. The cost of hedging includes the projected profit that our affiliates expect to realize in consideration for assuming the risks inherent in managing the hedging transactions. Since hedging our obligations entails risk and may be influenced by market forces beyond our or our affiliates’ control, such hedging may result in a profit that is more or less than initially projected, or could result in a loss. See also “Use of Proceeds and Hedging” in the accompanying prospectus.
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Selling concessions allowed to dealers in connection with the offering may be reclaimed by the Underwriter, if, within 30 days of the offering, the Underwriter repurchases the Notes distributed by such dealers.
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On or prior to the Pricing Date, we, through our affiliates or others, will hedge our anticipated exposure in connection with the Notes by taking positions in swaps, options or futures contracts on the Underlying Index or on the stocks that constitute the Underlying Index, in the stocks that constitute the Underlying Index and/or in any other securities or instruments that we may wish to use in connection with such hedging. Such activity on or prior to the Pricing Date could increase the Closing Value of the Underlying Index, and, accordingly, potentially increase the Initial Index Value and, therefore, increase the Closing Value above which the Underlying Index must close on the Valuation Date before investors would receive a Payment at Maturity that exceeds the
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Stated Principal Amount of the Notes. In addition, through our affiliates, we are likely to modify our hedge position throughout the life of the Notes by purchasing and selling the swaps, options or futures contracts on the Underlying Index or on the stocks that constitute the Underlying Index, the stocks that constitute the Underlying Index or such other securities or instruments, including by selling any such contracts or instruments on the Valuation Date. We cannot give any assurance that our hedging activities will not affect the Closing Value of the Underlying Index and, therefore, adversely affect the value of the Notes or the Payment at Maturity.
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Plan of Distribution; Conflicts of Interest
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The terms and conditions set forth in the Amended and Restated Global Selling Agency Agreement dated August 26, 2011, among Citigroup Funding Inc., Citigroup Inc. and the agents named therein, including Citigroup Global Markets, govern the sale and purchase of the Notes.
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In order to hedge its obligations under the Notes, Citigroup Funding expects to enter into one or more swaps or other derivatives transactions with one or more of its affiliates. You should refer to the section “Risk Factors—Hedging and trading activity by the calculation agent and its affiliates could potentially affect the value of the notes” in this pricing supplement, “Risk Factors—Citigroup Funding’s Hedging Activity Could Result in a Conflict of Interest” in the accompanying prospectus supplement and the section “Use of Proceeds and Hedging” in the accompanying prospectus.
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Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, each offering will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set forth in Rule 5121 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc.
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Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion will not be permitted to purchase the Notes, either directly or indirectly, without the prior written consent of the client.
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Benefit Plan Investor Considerations
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A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including entities such as collective investment funds, partnerships and separate accounts whose underlying assets include the assets of such plans (collectively, “ERISA Plans”) should consider the fiduciary standards of ERISA in the context of the ERISA Plan’s particular circumstances before authorizing an investment in the notes. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the ERISA Plan.
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Section 406 of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, (the “Code”) prohibit ERISA Plans, as well as plans (including individual retirement accounts and Keogh plans) subject to Section 4975 of the Code (together with ERISA
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Plans, “Plans”), from engaging in certain transactions involving the “plan’s assets” with persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code (in either case, “Parties in Interest”) with respect to such Plans. As a result of our business, we, and our current and future affiliates, may be Parties in Interest with respect to many Plans. Where we (or our affiliate) are a Party in Interest with respect to a Plan (either directly or by reason of our ownership interests in our directly or indirectly owned subsidiaries), the purchase and holding of the notes by or on behalf of the Plan could be a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code, unless exemptive relief were available under an applicable exemption (as described below).
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Certain prohibited transaction class exemptions (“PTCEs”) issued by the U.S. Department of Labor may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the notes. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified asset managers). In addition, ERISA Section 408(b)(17) and Section 4975(d)(20) of the Code may provide a limited exemption for the purchase and sale of the notes and related lending transactions,
provided
that neither the issuer of the notes nor any of its affiliates have or exercise any discretionary authority or control or render any investment advice with respect to the assets of the Plan involved in the transaction and
provided further
that the Plan pays no more, and receives no less than, adequate consideration in connection with the transaction (the so-called “service provider exemption”). There can be no assurance that any of these statutory or class exemptions will be available with respect to transactions involving the notes and assets of a Plan.
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Accordingly, the notes may not be purchased or held by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “Plan Asset Entity”) or any person investing “plan assets” of any Plan, unless such purchaser or holder is eligible for the exemptive relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or the service-provider exemption or there is some other basis on which the purchase and holding of the notes will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code. Each purchaser or holder of the notes or any interest therein will be deemed to have represented by its purchase or holding of the notes that (a) it is not a Plan and its purchase and holding of the notes is not made on behalf of or with “plan assets” of any Plan or (b) its purchase and holding of the notes will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
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Certain governmental plans (as defined in Section 3(32) of ERISA), church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (“Non-ERISA Arrangements”) are not subject to these “prohibited transaction” rules of ERISA or Section 4975 of the Code, but may be subject to similar rules under other applicable laws or regulations (“Similar Laws”). Accordingly, each such purchaser or holder of the notes shall be required to represent (and deemed to have represented by its purchase of the notes) that such purchase and holding is not prohibited under applicable Similar Laws.
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Due to the complexity of these rules, it is particularly important that fiduciaries or other persons considering purchasing the notes on behalf of or with “plan assets” of any Plan consult with their counsel regarding the relevant provisions of ERISA, the Code or any Similar Laws and the availability of exemptive relief under PTCE 96-23, 95-60, 91-38, 90-1, 84-14, the service provider exemption or some other basis on which the acquisition and holding will not constitute a non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a violation of any applicable Similar Laws.
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The notes are contractual financial instruments. The financial exposure provided by the notes is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the notes. The notes have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the notes.
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Each purchaser or holder of any notes acknowledges and agrees that:
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(i)
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the purchaser or holder or its fiduciary has made and shall make all investment decisions for the purchaser or holder and the purchaser or holder has not relied and shall not rely in any way upon us or our affiliates to act as a fiduciary or adviser of the purchaser or holder with respect to (A) the design and terms of the notes, (B) the purchaser or holder’s investment in the notes, (C) the holding of the notes, or (D) the exercise of or failure to exercise any rights we have under or with respect to the notes;
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(ii)
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we and our affiliates have acted and will act solely for our own account in connection with (A) all transactions relating to the notes and (B) all hedging transactions in connection with our obligations under the notes;
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(iii)
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any and all assets and positions relating to hedging transactions by us or our affiliates are assets and positions of those entities and are not assets and positions held for the benefit of the purchaser or holder;
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(iv)
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our interests are adverse to the interests of the purchaser or holder; and
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(v)
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neither we nor any of our affiliates is a fiduciary or adviser of the purchaser or holder in connection with any such assets, positions or transactions, and any information that we or any of our affiliates may provide is not intended to be impartial investment advice.
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Each purchaser and holder of the notes has exclusive responsibility for ensuring that its purchase, holding and subsequent disposition of the notes does not violate the fiduciary or prohibited transaction rules of ERISA, the Code or any applicable Similar Laws. The sale of any notes to any Plan is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plans or Non-ERISA Arrangements generally or any particular Plan or Non-ERISA Arrangement, or that such an investment is appropriate for Plans or Non-ERISA Arrangements generally or any particular Plan or Non-ERISA Arrangement.
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United States Federal Tax
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Considerations
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Prospective investors should note that the discussion under the section called “Certain United States Federal Income Tax Considerations” in the accompanying prospectus supplement does not apply to the Notes issued under this pricing supplement and is superseded by the following discussion.
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The following summary is a general discussion of the material U.S. federal tax consequences of the ownership and disposition of the Notes. It applies only to an initial investor who holds the Notes as capital assets within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”). It does not describe all of the tax consequences that may be relevant to a holder in light of the holder’s particular circumstances or to holders subject to special rules, such as:
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certain financial institutions;
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dealers or traders subject to a mark-to-market method of tax accounting with respect to the Notes;
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investors holding the Notes as part of a “straddle,” conversion transaction or constructive sale transaction;
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U.S. Holders (defined below) whose functional currency is not the U.S. dollar;
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entities classified as partnerships for U.S. federal income tax purposes;
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regulated investment companies;
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tax-exempt entities, including “individual retirement accounts” or “Roth IRAs”; and
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persons subject to the alternative minimum tax.
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If an entity that is classified as a partnership for U.S. federal income tax purposes holds Notes, the U.S. federal income tax
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treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Notes and partners in such partnerships should consult their tax advisers as to the particular U.S. federal tax consequences of holding and disposing of Notes.
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We will not attempt to ascertain whether any of the issuers of the shares that constitute the Underlying Index (the shares hereafter referred to as “Underlying Shares”) should be treated as “U.S. real property holding corporations” (“USRPHCs”) within the meaning of Section 897 of the Code or “passive foreign investment companies” (“PFICs”) within the meaning of Section 1297 of the Code. If any of the issuers of Underlying Shares were so treated, certain adverse U.S. federal income tax consequences might apply to a Non-U.S. Holder (as defined below) in the case of a USRPHC and to a U.S. Holder (as defined below) in the case of a PFIC, upon the sale, exchange or retirement of the Notes. Potential investors considering an investment in the Notes should refer to information filed with the Securities and Exchange Commission or another governmental authority by the issuers of Underlying Shares and consult their tax advisers regarding the possible consequences to them if any issuer of Underlying Shares is or becomes a USRPHC or PFIC.
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As the law applicable to the U.S. federal taxation of instruments such as the Notes is technical and complex, the discussion below necessarily represents only a general summary. Moreover, the effect of any applicable state, local or foreign tax laws is not discussed.
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This discussion is based on the Code, administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations, all as of the date hereof, changes to any of which subsequent to the date of this pricing supplement may affect the tax consequences described herein, possibly with retroactive effect.
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Tax Treatment of the Notes
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In the opinion of our counsel, Davis Polk & Wardwell LLP, which is based on current market conditions, the Notes should be treated as prepaid forward contracts for U.S. federal income tax purposes. Each holder, by purchasing the Notes, agrees (in the absence of an administrative determination or judicial ruling to the contrary) to this treatment.
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Due to the absence of statutory, judicial or administrative authorities that directly address the U.S. federal tax treatment of the Notes or similar instruments, significant aspects of the treatment of an investment in the Notes are uncertain. We do not plan to request a ruling from the IRS, and the IRS or a court might not agree with the treatment described below. Accordingly, potential investors should consult their tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in the Notes and with respect to any tax consequences arising under the laws of any state, local
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or foreign taxing jurisdiction. Unless otherwise stated, the following discussion is based on the treatment of the Notes as prepaid forward contracts.
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Tax Consequences to U.S. Holders
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This section applies only to U.S. Holders. As used herein, the term “U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes:
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a citizen or individual resident of the United States;
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a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia; or
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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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Tax Treatment Prior to Maturity.
A U.S. Holder should not be required to recognize taxable income over the term of the Notes prior to maturity, other than pursuant to a sale or exchange as described below.
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Sale, Exchange or Retirement of the Notes.
Upon a sale or exchange of the Notes, or upon retirement of the Notes at maturity, a U.S. Holder should recognize gain or loss equal to the difference between the amount realized on the sale, exchange or retirement and the U.S. Holder’s tax basis in the Notes that are sold, exchanged or retired. A U.S. Holder’s tax basis in the Notes should equal the amount paid by the U.S. Holder to acquire the Notes. Any gain or loss should be capital gain or loss and should be long-term capital gain or loss if at the time of the sale, exchange or retirement the U.S. Holder has held the Notes for more than one year. The deductibility of capital losses is subject to certain limitations.
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Possible Alternative Tax Treatments of an Investment in the Notes
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Alternative U.S. federal income tax treatments of the Notes are possible that, if applied, could materially and adversely affect the timing and/or character of income, gain or loss with respect to the Notes. It is possible, for example, that the Notes could be treated as debt instruments issued by us. Under this treatment, the Notes would be governed by Treasury regulations relating to the taxation of contingent payment debt instruments. In that event, regardless of the U.S. Holder’s tax accounting method, in each year that the U.S. Holder held the Notes, the U.S. Holder would be required to accrue income based on our comparable yield for similar non-contingent debt, determined as of the time of issuance of the Notes, even though we will not be required to make any payment with respect to the Notes prior to maturity. In addition, any gain on the sale, exchange or retirement of the Notes would be treated as ordinary income.
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Other possible U.S. federal income tax treatments of the Notes could also affect the timing and character of income or loss with respect to the Notes. In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice focuses in particular on whether to require holders of these instruments to accrue income over the term of their investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; whether short-term instruments should be subject to any such accrual regime; the relevance of factors such as the exchange-traded status of the instruments and the nature of the underlying property to which the instruments are linked; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose an interest charge. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect. U.S. Holders should consult their tax advisers regarding the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments and the issues presented by this notice.
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Tax Consequences to Non-U.S. Holders
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This section applies only to Non-U.S. Holders. As used herein, the term “Non-U.S. Holder” means a beneficial owner of a Note that is, for U.S. federal income tax purposes:
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an individual who is classified as a nonresident alien;
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a foreign corporation; or
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a foreign trust or estate.
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The term “Non-U.S. Holder” does not include a holder who is an individual present in the United States for 183 days or more in the taxable year of disposition and who is not otherwise a resident of the United States for U.S. federal income tax purposes or certain former citizens or residents of the United States. Such holders should consult their tax advisers regarding the U.S. federal tax consequences of an investment in the Notes.
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Sale, Exchange or Retirement of the Notes.
A Non-U.S. Holder of the Notes generally should not be subject to U.S. federal withholding or income tax in respect of amounts paid to the Non-U.S. Holder.
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If the Non-U.S. Holder is engaged in a U.S. trade or business, and if income or gain from the Notes is effectively connected with the conduct of that trade or business, the Non-U.S. Holder generally will be subject to regular U.S. federal income tax with respect to that income or gain in the same manner as if the Non-U.S. Holder
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were a U.S. Holder, unless an applicable income tax treaty provides otherwise. Non-U.S. Holders to which this paragraph may apply should consult their tax advisers regarding other U.S. tax consequences of the ownership and disposition of the Notes, including, if the Non-U.S. Holder is a corporation, the possible imposition of a 30% branch profits tax.
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Tax Consequences Under Possible Alternative Treatments.
If all or any portion of a Note were recharacterized as a debt instrument, any payment made to a Non-U.S. Holder with respect to the Note generally would not be subject to U.S. federal withholding or income tax, provided that: (i) income or gain in respect of the Note is not effectively connected with the conduct of a trade or business by the Non-U.S. Holder in the United States, and (ii) the Non-U.S. Holder (or a financial institution holding the Notes on behalf of the Non-U.S. Holder) furnishes to the applicable withholding agent an appropriate IRS Form W-8 certifying under penalties of perjury that the beneficial owner is not a U.S. person.
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Other U.S. federal income tax treatments of the Notes are also possible. In 2007, the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. While the notice requests comments on appropriate transition rules and effective dates, it is possible that any Treasury regulations or other guidance promulgated after consideration of these issues might materially and adversely affect the withholding tax consequences of an investment in the Notes, possibly with retroactive effect. Accordingly, Non-U.S. Holders should consult their tax advisers regarding the issues presented by the notice.
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U.S. Federal Estate Tax
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Individual Non-U.S. Holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S. federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers) should note that, absent an applicable treaty benefit, the Notes are likely to be treated as U.S. situs property subject to U.S. federal estate tax. Prospective investors that are non-U.S. individuals, or are entities of the type described above, should consult their tax advisers regarding the U.S. federal estate tax consequences of an investment in the Notes.
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Information Reporting and Backup Withholding
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The proceeds received from a sale, exchange or retirement of the Notes may be subject to information reporting and, if the holder fails to provide certain identifying information (such as an accurate taxpayer identification number in the case of a U.S. Holder) or meet certain other conditions, may also be subject to backup withholding at the rate specified in the Code. A Non-U.S. Holder (or a financial institution holding the Notes on behalf of the Non-U.S. Holder) that provides the applicable withholding agent with the appropriate IRS Form W-8 will generally establish an exemption from backup withholding. Amounts withheld under the
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backup withholding rules are not additional taxes and may be refunded or credited against the holder’s U.S. federal income tax liability, provided the relevant information is timely furnished to the IRS.
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The preceding discussion constitutes the full opinion of Davis Polk & Wardwell LLP regarding the material U.S. federal tax consequences of owning and disposing of the Notes.
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Prospective investors in the Notes should consult their tax advisers regarding all aspects of the U.S. federal tax consequences of an investment in the Notes, including any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
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