MLI Income Plus (MLI 2010 - 07)

CitiFirst Protection

Overview

MLI Income Plus is designed for Investors seeking exposure to the growth potential of the Australian equity market in addition to a steady stream of fixed Coupon Payments. The structure allows Investors to capture the return linked to the performance of 4 Australian shares (ANZ, BHP, NAB & QBE) up to a predetermined cap in the event of a market rise, whilst providing capital protection and fixed Coupon Payments in case the market falls.The investment is structured as a DPA.

Indicative Terms

Maturity: 29 July 2014
Currency: AUD or USD
Capital Protection at Maturity
Type: Deferred Purchase Agreement

Issuer:	Citigroup Global Markets Australia Pty Limited
Guarantor:	Citigroup Inc.
Reference Assets:	A share in the following Australian companies is a ‘Reference Asset’ and together they are the “Reference Assets”: Australia and New Zealand Banking Group Limited; BHP Billiton Limited; National Australia Bank Limited; and QBE Insurance Group Limited.
Initial Offer Opening Date:	24 June 2010 at 9:00 am (Sydney time)
Initial Offer Closing Date:	23 July 2010 at 5:00 pm (Sydney time)
Initial Offer Period:	The ‘Initial Offer Period’ is the period during which Investors can invest in the MLI before the Issue Date. The Initial Offer Period opens on the Initial Offer Opening Date and expires on the Initial Offer Closing Date. During the Initial Offer Period, Units will be issued at the Issue Price.
Issue Date:	AUD Series: 29 July 2010 USD Series: 29 July 2010
General Offer Period:	The ‘General Offer Period’ is the period during which Investors can invest in the MLI after the Issue Date. Any such Investment will be for the balance of the relevant Term so that it expires on the same Maturity Date as all other Investments. The General Offer Period is 30 July 2010 to 17 June 2014. During the General Offer Period, Units will be issued at the Purchase Price. Note that the Purchase Price may not be the same as the Issue Price. Also, during the General Offer Period, Applications will be processed on a weekly basis or such other timing determined by the Issuer in its discretion. Please contact Citi to obtain the details for the processing of Applications during the General Offer Period. The General Offer Period may include dates where Citigroup Inc. may have earnings releases and potential corporate actions that may adversely affect the credit quality of the MLI. By investing in the MLI, the Investor acknowledges the above. For more details, please refer to Section 4 of this PDS.
Maturity Date:	AUD Series: 29 July 2014 USD Series: 29 July 2014
Term:	AUD Series: 4 years USD Series: 4 years
Denomination:	AUD Series: Australian dollars (AUD) USD Series: United States dollars (USD)
Issue Price:	AUD Series: AUD 1.00 per Unit USD Series: USD 1.00 per Unit
Purchase Price:	The ‘Purchase Price’ is the market price of Units determined by the Issuer at the time of the issue of Units on the Purchase Date. Note that the Purchase Price may not be the same as the Issue Price. The prevailing Purchase Price before the Purchase Date will be available from the Issuer or your licensed financial adviser. Potential Investors should not make an investment decision without considering the prevailing Purchase Price.
Purchase Date:	The ‘Purchase Date’ is a date in any given week during the General Offer Period in which the Issuer receives cleared funds from the Investor and on which the Issuer issues Units.
Investment:	The MLI which is an agreement between the Investor and the Issuer governed by the Terms.
Investment Amount:	The total amount paid in respect of an Investment by the Investor to the Issuer by the Initial Offer Closing Date (if the Investment in the MLI is entered into during the Initial Offer Period), or the Purchase Date (if the Investment in the MLI is entered into during the General Offer Period).
Minimum Investment Amount:	AUD Series: AUD 10,000 and multiples of AUD 1,000 thereafter. USD Series: USD 10,000 and multiples of USD 1,000 thereafter.
Capital Protection *:	The value of each Unit on the Maturity Date will be no less than the Issue Price (subject to certain restrictions as described in Section 4)*. Investors should note that if they are applying for the MLI during the General Offer Period, Capital Protection applies only to the Issue Price, which may not equal the Purchase Price.
Coupon Rates:	AUD Series: USD Series Years 1 - 3:A simple, (non-compounding) rate of return to be set by the Issuer on the Issue Date and specified in the Confirmation. Expected to range between 4.60%p.a. and 5.60% p.a. As an indication, if the Units had been issued on 22 June 2010, the Coupon Rate would have been 5.10% p.a.	USD Series: Years 1 - 3:A simple, (non-compounding) rate of return to be set by the Issuer on the Issue Date and specified in the Confirmation. Expected to range between 1.00%p.a. and 1.50%p.a. As an indication, if the Units had been issued on 22 June 2010, the Coupon Rate would have been 1.25% p.a.
Coupon Payments:	A Coupon Payment will be payable per Unit to a holder of the MLI for the AUD and USD Series on the Coupon Payment Date in accordance with the formulas below. AUD Series: Coupon Payment (Years 1 - 3) = Issue Price x 3/12 x Coupon Rate USD Series: Coupon Payment (Years 1 - 3) = Issue Price x 3/12 x Coupon Rate Coupon Rate Coupon Payments are payable Quarterly up to and including the 3rd anniversary of the Issue Date. Investors will not be entitled to Coupon Payments throughout the fourth year of the Term.
Coupon Record Dates:	Quarterly after the Issue Date and continuing up to and including the 3rd anniversary of the Issue Date.
Coupon Payment Dates:	5 Business Days after each Coupon Record Date.
Initial Price:	In respect of each Reference Asset, the ‘Initial Price’ is the Official Closing Price of the Reference Asset on the Issue Date.
Reference Price:	In respect of each Reference Asset, the ‘Reference Price’ is the Official Closing Price of the Reference Asset as at the date on which it is observed.
Reference Asset Return:	In respect of each Reference Asset: Reference Asset Return (%) = (Reference Price – Initial Price) / Initial Price
Worst Performing Reference Asset:	The Worst Performing Reference Asset is the Reference Asset with the lowest Reference Asset Return, as determined by the Issuer at Maturity. Potential returns in the MLI are linked to the Worst Performing Reference Asset. Hence, Investors should be aware that their exposure is not based on the average performance of all of the Reference Assets. Accordingly, the negative performance of the Worst Performing Reference Asset will not be offset by the positive performance of another Reference Asset.
Cap Level:	AUD Series: 50% USD Series: 15%
Final Value per Unit:	At Maturity, the Final Value per Unit is calculated as follows, regardless of whether the Investor has invested in the MLI during the Initial Offer Period or the General Offer Period: Issue Price x [100% + Max (0%, Min (Reference Asset Return of the Worst Performing Reference Asset, Cap Level))] This means that the Final Value per Unit cannot be less than the Issue Price and that if the Reference Asset Return of each Reference Asset exceeds 0%, then the Final Value per Unit will be the lesser of: the Issue Price multiplied by one plus the Reference Asset Return of the Worst Performing Reference Asset; or the Issue Price multiplied by one plus the Cap Level. Investors should note that the Purchase Price may not equal the Issue Price. As such, Investors applying in the General Offer Period may make a capital loss or gain as the Final Value per Unit is only calculated by reference to the Issue Price. Investors should refer to Section 1 for more information on how the Final Value per Unit is calculated.
Delivery Asset:	Ordinary shares in National Australia Bank Limited (“NAB”) (an ASX listed share, ASX code: NAB)
Fees:	Distributor Fee: An upfront fee payable by the Issuer of up to 3.00% (including GST if applicable) of the Investment Amount. This fee is payable by the Issuer out of its own funds and is not an additional cost to the Applicant, nor is it deducted from the Applicant’s Investment Amount.

* Capital Protection only applies to Investments held at Maturity provided that Early Maturity does not occur. Capital Protection safeguards the MLI from market risks up to the value of the Issue Price, and is subject to the credit worthiness of Citigroup Global Markets Australia Pty Limited and Citigroup Inc. Accordingly, if Investors acquire their Investment during the General Offer Period at a time when the Purchase Price is greater than the Issue Price, they may incur a loss compared with Investors who acquire Units during the Initial Offer Period at the Issue Price. For more details, please refer to Section 4 of this PDS.

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More Information

For further information on structured financial products contact the Citigroup Structured Products Service Centre.


Phone	:	1300 30 70 70.
Email	:	citifirst.au@citi.com
Mail	:	GPO Box 557 Sydney NSW 2001

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