Obligation Citigroup 3.75% ( US1730T0YX17 ) en USD

Citigroup

100 % ▼

Etas-Unis

US1730T0YX17 ( en USD )

3.75% par an ( paiement semestriel )

17/09/2027

Prospectus brochure de l'obligation Citigroup US1730T0YX17 en USD 3.75%, échéance 17/09/2027

1 000 USD

10 000 000 USD

1730T0YX1

BBB+ ( Qualité moyenne inférieure )

N/A

17/09/2025 ( Dans 167 jours )

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T0YX17, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/09/2027
L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US1730T0YX17, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...
424B2 1 dp32862_424b2-ps295.htm PRICING SUPPLEMENT
September 12, 2012
Medium-Term Notes, Series D
Pricing Supplement No. 2012-MTNDG0295
Registration Statement Nos. 333-172554 and 333-172554-01
Filed pursuant to Rule 424(b)(2)
Callable Step-Up Coupon Notes due September 17, 2027

We have the right to redeem the notes on any interest payment date on or after September 17, 2017. Unless redeemed by us, from and including the original
issue date to but excluding September 17, 2022, the notes wil bear interest during each semi-annual interest period at a per annum rate equal to
3.75%. Unless redeemed by us, from and including September 17, 2022 to but excluding the maturity date, the notes wil bear interest during each semi-annual
interest period at a per annum rate equal to 4.25%.

The notes are senior unsecured obligations of Citigroup Funding Inc. Al payments due on the notes are ful y and unconditionally guaranteed by Citigroup Inc.,
Citigroup Funding Inc.'s parent company. All payments due on the notes are subject to the credit risk of Citigroup Inc.

It is important for you to consider the information contained in this pricing supplement together with the information contained in the accompanying
prospectus supplement and prospectus in connection with your investment in the notes. The description of the notes below supplements, and to the extent
inconsistent with replaces, the description of the general terms of the notes set forth in the accompanying prospectus supplement and prospectus.

KEY TERMS

Issuer:
Citigroup Funding Inc.
Guarantee:
Al payments due on the notes are ful y and unconditional y guaranteed by Citigroup Inc., Citigroup Funding Inc.'s parent
company
Issue price:
$1,000 per note
Stated principal amount:
$1,000 per note
Aggregate stated principal
amount:
$10,000,000
Pricing date:
September 12, 2012
Original issue date:
September 17, 2012
Maturity date:
September 17, 2027
Principal due at maturity:
Ful principal amount due at maturity
Payment at maturity:
$1,000 per note plus any accrued and unpaid interest
Interest rate per annum:
From and including the original issue date to but excluding September 17, 2022, unless redeemed by us:
· 3.75%
From and including September 17, 2022 to but excluding the maturity date, unless redeemed by us:
· 4.25%
Interest payment period:
Semi-annual y
Interest payment dates:
The 17th day of each March and September, beginning on March 17, 2013, provided that if any such day is not a
business day, the applicable interest payment wil be made on the next succeeding business day. No adjustment wil be
made to any interest payment made on that succeeding business day. Interest wil be payable to the persons in whose
names the notes are registered at the close of business on the business day preceding each interest payment date,
which we refer to as a regular record date.
Day-count convention:
30/360
Redemption:
Beginning on September 17, 2017, we have the right to redeem the notes, in whole and not in part, on any redemption
date and pay to you 100% of the principal amount of the notes plus accrued and unpaid interest to but excluding the
date of such redemption. If we decide to redeem the notes, we wil give you notice at least five business days before
the redemption date specified in the notice.

So long as the notes are represented by global securities and are held on behalf of The Depository Trust Company
("DTC"), redemption notices and other notices wil be given by delivery to DTC. If the notes are no longer represented
by global securities and are not held on behalf of DTC, redemption notices and other notices wil be published in a
leading daily newspaper in New York City, which is expected to be The Wall Street Journal.
Redemption dates:
September 17, 2017 and each interest payment date thereafter
Business day:
Any day that is not a Saturday or Sunday and that, in New York City, is not a day on which banking institutions are
authorized or obligated by law or executive order to close
CUSIP:
1730T0YX1
ISIN:
US1730T0YX17
Listing:
The notes wil not be listed on any securities exchange and, accordingly, may have limited or no liquidity. You should
not invest in the notes unless you are wil ing to hold them to maturity.
Underwriter:
Citigroup Global Markets Inc., an affiliate of the issuer. See "General Information--Supplemental information regarding
plan of distribution; conflicts of interest" in this pricing supplement.
1 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...
Underwriting fee and issue
Price to public
Underwriting fee(1)
Proceeds to issuer
price:
Per Note
$1,000.00
$15.00
$985.00
Total
$10,000,000
$150,000
$9,850,000
(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 $15.00 for each note sold in this offering. Citigroup Global Markets Inc. will pay the Registered Representatives of Citigroup Global
Markets Inc. a sales commission of $15.00 from this underwriting fee for each note they sell. Selected dealers not affiliated with Citigroup Global Markets
Inc. will receive a selling concession of $15.00 for each 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," "General
Information--Fees and selling concessions" and "General Information--Supplemental information regarding plan of distribution; conflicts of interest" in this
pricing supplement for more information.
Investing in the notes involves risks. See "Risk Factors" beginning on page PS-2.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this pricing supplement and the accompanying prospectus
supplement and prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED
VIA THE HYPERLINK BELOW.
Prospectus Supplement and Prospectus dated May 12, 2011
THE NOTES ARE NOT BANK DEPOSITS OR SAVINGS ACCOUNTS, AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

2 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...

Cal able Step-Up Coupon Notes due September 17, 2027

Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these
and other risks, you should read the section entitled "Risk Factors" in the accompanying prospectus supplement. We also
urge you to consult your investment, legal, tax, accounting and other advisers in connection with your investment in the
notes.

n
The notes may be redeemed at our option, which limits your ability to accrue interest over the full term of the
notes. We may redeem the notes, in whole and not in part, on any interest payment date beginning five years after the
date of issuance of the notes upon not less than five business days' notice. In the event that we redeem the notes, you
wil receive the principal amount of your investment in the notes and any accrued and unpaid interest to but excluding the
date on which the notes are redeemed. In this case, you will not have the opportunity to continue to accrue and be paid
interest to the maturity date of the notes.

n
The per annum interest rate applicable at a particular time will affect our decision to redeem the notes. It is more
likely that we wil redeem the notes prior to their maturity date at a time when the interest rate on the notes is greater
than that which we would pay on a comparable debt security of Citigroup Funding Inc. ("Citigroup Funding") (guaranteed
by Citigroup Inc.) with a maturity comparable to the remaining term of the notes. Consequently, if we redeem the notes
prior to their maturity, you may not be able to invest in other securities with a similar level of risk that yield as much
interest as the notes.

n
The step-up feature presents different investment considerations than fixed-rate notes. Unless general market
interest rates rise significantly, you should not expect to earn the higher stated interest rates, which are applicable only
during the last five years of the term of the notes, nor can you be assured of receiving the interest rate of 3.75% per
annum for more than five years, because the notes are likely to be redeemed prior to maturity if general market interest
rates remain the same or fal during the term of the notes. When determining whether to invest in the notes, you should
consider, among other things, the overall annual percentage rate of interest to maturity or the various potential
redemption dates as compared to other equivalent investment alternatives rather than the higher stated interest rates or
any potential interest payments you may receive after the first five years fol owing the issuance of the notes. If general
market interest rates increase beyond the rates provided by the notes during the term of the notes, we wil likely not
redeem the notes, and investors wil be holding notes that bear interest at below-market rates.

n
An investment in the notes may be more risky than an investment in notes with a shorter term. The notes have a
term of fifteen years, subject to our right to redeem the notes starting on September 17, 2017. By purchasing notes with
a longer term, you will bear greater exposure to fluctuations in interest rates than if you purchased a note with a shorter
term. In particular, you may be negatively affected if interest rates begin to rise, because the likelihood that we wil
redeem your notes will decrease and the interest rate on the notes may be less than the amount of interest you could
earn on other investments with a similar level of risk available at such time. In addition, if you tried to sel your notes at
such time, the value of your notes in any secondary market transaction would also be adversely affected.

n
The notes are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to its credit
ratings or credit spreads may adversely affect the value of the notes. You are subject to the credit risk of Citigroup
Inc. The notes are not guaranteed by any entity other than Citigroup Inc., Citigroup Funding's parent company and the
guarantor of any payments due on the notes. If we default on our obligations and Citigroup Inc. defaults on its guarantee
obligations under the notes, your investment would be at risk and you could lose some or al of your investment. As a
result, the value of the notes will be affected by changes in the market's view of Citigroup Inc.'s creditworthiness. 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. credit risk is likely to adversely affect the value of the notes.

3 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...
n
The notes will not be listed on any securities exchange and you may not be able to sell the notes prior to
maturity. The notes wil not be listed on any securities exchange. Therefore, there may be little or no secondary market
for the notes.

Citigroup Global Markets Inc. ("Citigroup Global Markets") intends to make a secondary market in relation to the notes
and to provide an indicative bid price on a daily basis. Any indicative bid prices provided by Citigroup Global Markets
shall be determined in Citigroup Global Markets' sole discretion, taking into account prevailing market conditions, and
shal not be a representation by Citigroup Global Markets that any instrument can be purchased or sold at such prices
(or at al ).
Notwithstanding the above, Citigroup Global Markets may suspend or terminate making a market and providing indicative
bid prices without notice, at any time and for any reason. Consequently, there may be no market for the notes and
investors should not assume that such a market will exist. Accordingly, an investor must be prepared to hold the notes
until the maturity date. Where a market does exist, to the extent that an investor wants to sel the notes, the price may,
or may not, be at a discount from the stated principal amount.

n
Secondary market sales of the notes may result in a loss of principal. You will be entitled to receive at least the full
stated principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity or
redemption. Because the value of the notes may fluctuate, if you are able to sel your notes prior to maturity or
redemption, you may receive less than the stated principal amount of the notes.

n
The inclusion of underwriting fees and projected profit from hedging in the issue price is likely to adversely
affect secondary market prices. Assuming no changes in market conditions or other relevant factors, the price, if any,
at which Citigroup Global Markets may be willing to purchase the notes in secondary market transactions will likely be
lower than the

September 2012
PS-2

4 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...

Cal able Step-Up Coupon Notes due September 17, 2027

public offering price since the public offering price of the notes includes, and secondary market prices are likely to
exclude, underwriting fees paid with respect to the notes, as wel 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 transactions. Our affiliates may realize a profit from the expected hedging
activity even if the value of the notes declines. In addition, any secondary market prices for the notes 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.

n
The price at which you will be able to sell your notes prior to maturity will depend on a number of factors and
may be substantially less than the amount you originally invest. A number of factors will influence the value of the
notes in the secondary market and the price at which Citigroup Global Markets or any other potential buyer may be
willing to purchase the notes in the secondary market, including: interest rates in the market and the volatility of those
rates, the time remaining to maturity of the notes, hedging activities by our affiliates, fees and projected hedging fees,
expectations about whether we are likely to redeem the notes and any actual or anticipated changes in the credit ratings,
financial condition and results of Citigroup Funding and Citigroup Inc. As a result, the value of the notes will vary and may
be less than the issue price at any time prior to maturity or redemption, and sale of the notes prior to maturity or
redemption may result in a loss.

September 2012
PS-3

5 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...

Cal able Step-Up Coupon Notes due September 17, 2027

General Information

U.S. federal income tax
The notes will be treated for U.S. federal income tax purposes as fixed rate debt instruments
considerations:
that are issued without original issue discount.

Both U.S. and non-U.S. persons considering an investment in the notes should read the
discussion under "Certain United States Federal Income Tax Considerations," and in
particular the sections entitled "Certain United States Federal Income Tax Considerations
--United States Holders--Payments of Interest" and "Certain United States Federal Income
Tax Considerations--Non-United States Holders" in the accompanying prospectus
supplement for more information.
Trustee:
The Bank of New York Mel on (as successor trustee under an indenture dated June 1, 2005)
will serve as trustee for the notes.
Use of proceeds and
The net proceeds received from the sale of the notes will be used for general corporate
hedging:
purposes and, in part, in connection with hedging our obligations under the notes through one
or more of our affiliates.

Hedging activities related to the notes by one or more of our affiliates will likely involve
trading in one or more instruments, such as options, swaps and/or futures, and/or taking
positions in any other available securities or instruments that we may wish to use in
connection with such hedging. It is possible that our affiliates may profit from this hedging
activity, even if the value of the notes declines. Profit or loss from this hedging activity could
affect the price at which Citigroup Funding's affiliate Citigroup Global Markets may be willing
to purchase your notes in the secondary market. For further information on our use of
proceeds and hedging, see "Use of Proceeds and Hedging" in the accompanying prospectus.
ERISA and IRA purchase
Each purchaser of the notes or any interest therein wil be deemed to have represented and
considerations:
warranted on each day from and including the date of its purchase or other acquisition of the
notes through and including the date of disposition of such notes that either:

(a) it is not (i) an employee benefit plan subject to the fiduciary responsibility provisions of
ERISA, (i ) an entity with respect to which part or al of its assets constitute assets of
any such employee benefit plan by reason of C.F.R. 2510.3-101 or otherwise, (iii) a
plan described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") (for example, individual retirement accounts, individual
retirement annuities or Keogh plans), or (iv) a government or other plan subject to
federal, state or local law substantially similar to the fiduciary responsibility provisions
of ERISA or Section 4975 of the Code (such law, provisions and Section, col ectively, a
"Prohibited Transaction Provision" and (i), (ii), (iii) and (iv), collectively, "Plans"); or

(b) if it is a Plan, either (A)(i) none of Citigroup Global Markets, its affiliates or any
employee thereof is a Plan fiduciary that has or exercises any discretionary authority
or control with respect to the Plan's assets used to purchase the notes or renders
investment advice with respect to those assets, and (i ) the Plan is paying no more
than adequate consideration for the notes or (B) its acquisition and holding of the notes
is not prohibited by a Prohibited Transaction Provision or is exempt therefrom.

The above representations and warranties are in lieu of the representations and warranties
described in the section "ERISA Matters" in the accompanying prospectus
supplement. Please also refer to the section "ERISA Matters" in the accompanying
prospectus.
6 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...
Fees and selling
Citigroup Global Markets, an affiliate of Citigroup Funding and the underwriter of the sale of
concessions:
the notes, is acting as principal and will receive an underwriting fee of $15.00 from Citigroup
Funding for each note sold in this offering. Citigroup Global Markets will pay the Registered
Representatives of Citigroup Global Markets a sales commission of $15.00 from this
underwriting fee for each note they sell. Selected dealers not affiliated with Citigroup Global
Markets wil receive a selling concession of $15.00 for each note they sell.

Additionally, it is possible that Citigroup Global Markets and its affiliates may profit from
expected hedging activity related to this offering, even if the value of the notes declines. You
should refer to "Risk Factors" above and "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.

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.
Supplemental information The terms and conditions set forth in the Amended and Restated Global Selling Agency
regarding plan of
Agreement dated August 26, 2011 among Citigroup Funding, Citigroup Inc. and the agents
distribution; conflicts of
named therein, including Citigroup Global Markets, govern the sale and purchase of the
interest:
notes.

Citigroup Global Markets, acting as principal, has agreed to purchase from Citigroup
Funding, and Citigroup Funding has agreed to sell to Citigroup Global Markets, $10,000,000
aggregate stated principal amount of the notes (10,000 notes) for $985.00 per note, any
payments due on which are ful y and unconditionally guaranteed by Citigroup Inc. Citigroup
Global Markets proposes to offer some of

September 2012
PS-4

7 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...

Cal able Step-Up Coupon Notes due September 17, 2027

the notes directly to the public at the public offering price of $1,000.00 per note and some of
the notes to selected dealers at $1,000.00 per note less a selling concession as described
under "--Fees and sel ing concessions" above.

The notes will not be listed on any securities exchange.

In order to hedge its obligations under the notes, Citigroup Funding has entered into one or
more swaps or other derivatives transactions with one or more of its affiliates. You should
refer to the section "General Information--Use of proceeds and hedging" in this pricing
supplement, the section "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.

Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering of the
notes 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. Client accounts over which Citigroup Inc., its subsidiaries or
affiliates of its subsidiaries have investment discretion are not permitted to purchase the
notes, either directly or indirectly, without the prior written consent of the client. See "Plan of
Distribution; Conflicts of Interest" in the accompanying prospectus supplement for more
information.

Paying agent:
Citibank, N.A. will serve as paying agent and registrar and will also hold the global security
representing the notes as custodian for The Depository Trust Company ("DTC").
Contact:
Clients may contact their local brokerage representative. Third-party distributors may contact
Citi Structured Investment Sales at (212) 723-7005.

We encourage you to also read the accompanying prospectus supplement and prospectus, which can be accessed via the
hyperlink on the front page of this pricing supplement, in connection with your investment in the notes.

Additional Information

Possible Future Events

Citigroup Funding may merge into Citigroup in the near future. If a merger occurs, Citigroup Inc. will assume all the
obligations of Citigroup Funding under the notes, as required by the indenture under which the notes are being issued.
We reserve the right to withdraw, cancel or modify any offering of the notes and to reject orders in whole or in part prior to
their issuance.

September 2012
PS-5

8 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...

Cal able Step-Up Coupon Notes due September 17, 2027

Validity of the Notes

In the opinion of Davis Polk & Wardwel LLP, as special products counsel to Citigroup Funding Inc., when the notes offered
by this pricing supplement have been executed and issued by Citigroup Funding Inc. and authenticated by the trustee
pursuant to the indenture, and delivered against payment therefor, such notes and the related guarantee of Citigroup Inc. wil
be valid and binding obligations of Citigroup Funding Inc. and Citigroup Inc. respectively, enforceable in accordance with their
respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights general y, concepts
of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair
dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the
date of this pricing supplement and is limited to the laws of the State of New York, except that such counsel expresses no
opinion as to the application of state securities or Blue Sky laws to the notes.

In giving this opinion, Davis Polk & Wardwel LLP has assumed the legal conclusions expressed in the opinion set forth below
of Martha D. Bailey, Associate General Counsel--Capital Markets and Corporate Reporting of Citigroup Inc. and counsel to
Citigroup Funding Inc. In addition, this opinion is subject to the assumptions set forth in the letter of Davis Polk & Wardwel
LLP dated April 26, 2012, which has been filed as an exhibit to a Current Report on Form 8-K filed by Citigroup Inc. on April
26, 2012, that the indenture has been duly authorized, executed and delivered by, and is a valid, binding and enforceable
agreement of the trustee and that none of the terms of the notes nor the issuance and delivery of the notes and the related
guarantee, nor the compliance by Citigroup Funding Inc. and Citigroup Inc. with the terms of the notes and the related
guarantee respectively, will result in a violation of any provision of any instrument or agreement then binding upon Citigroup
Funding Inc. and Citigroup Inc., as applicable, or any restriction imposed by any court or governmental body having
jurisdiction over Citigroup Funding Inc. and Citigroup Inc., as applicable.

In the opinion of Martha D. Bailey, Associate General Counsel--Capital Markets and Corporate Reporting of Citigroup Inc.
and counsel to Citigroup Funding Inc., (i) the Board of Directors (or a duly authorized committee thereof) of Citigroup Funding
Inc. has duly established the terms of the notes offered by this pricing supplement and duly authorized the issuance and sale
of such notes and such authorization has not been modified or rescinded; (i ) each of Citigroup Funding Inc. and Citigroup Inc.
is validly existing and in good standing under the laws of the State of Delaware; (iii) the indenture dated as of June 1, 2005,
among Citigroup Funding Inc., as issuer, Citigroup Inc., as guarantor, and The Bank of New York Mel on, as successor
trustee to JPMorgan Chase Bank, N.A., has been duly authorized, executed, and delivered by Citigroup Funding Inc. and
Citigroup Inc.; and (iv) the execution and delivery of such indenture by Citigroup Funding Inc. and Citigroup Inc. and of the
notes offered by this pricing supplement by Citigroup Funding Inc., and the performance by each such party of its obligations
thereunder, are within its corporate powers and do not contravene its certificate of incorporation or bylaws or other
constitutive documents. This opinion is given as of the date of this pricing supplement and is limited to the General
Corporation Law of the State of Delaware.

Martha D. Bailey, or other internal attorneys with whom she has consulted, has examined and is familiar with originals, or
copies certified or otherwise identified to her satisfaction, of such corporate records of Citigroup Funding Inc. and Citigroup
Inc., certificates or documents as she has deemed appropriate as a basis for the opinions expressed above. In such
examination, she or such persons has assumed the legal capacity of all natural persons, the genuineness of al signatures
(other than those of officers of Citigroup Funding Inc. or Citigroup Inc.), the authenticity of all documents submitted to her or
such persons as originals, the conformity to original documents of al documents submitted to her or such persons as
certified or photostatic copies and the authenticity of the originals of such copies.

© 2012 Citigroup Global Markets Inc. Al rights reserved. Citi and Citi and Arc Design are trademarks and service marks of Citigroup Inc. or its affiliates and are
used and registered throughout the world.

September 2012
PS-6

9 of 11
9/14/2012 11:57 AM

http://www.sec.gov/Archives/edgar/data/831001/000095010312004791/...
10 of 11
9/14/2012 11:57 AM