MLI Income Switch (MLI 2010 - 10)

CitiFirst Protection

Overview

MLI Income Switch (MLI 2010 - 10) is designed for Investors seeking a high fixed rate in the first year, which converts into a floating rate (including a Margin over the Reference Rate) in subsequent years. The structure allows Investors to lock in a competitive fixed rate in Year 1 whilst still affording the opportunity to benefit from potential increases in the Reference Rate in Years 2-5, provided no Call Event occurs.

Indicative Terms

Maturity: 3 August 2015
Currency: AUD or USD
Capital Protection at Maturity
Type: Deferred Purchase Agreement

Issuer:	Citigroup Global Markets Australia Pty Limited
Guarantor:	Citigroup Inc.
Reference Rates:	AUD Series: 3 Month AUD BBSW (Reuters: .BBSW; Bloomberg: BBSW3M )	USD Series: 3 Month USD LIBOR (Reuters: .LIBOR; Bloomberg: US0003M )
Initial Offer Opening Date:	14 July 2010 at 9:00 am (Sydney time)
Initial Offer Closing Date:	28 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: 3 August 2010	USD Series: 3 August 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 4 August 2010 to 19 June 2015. 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 3 of this PDS.
Maturity Date:	AUD Series: 3 August 2015 ^ ^ or the date on which a Call Event occurs.	USD Series: 3 August 2015 ^ ^ or the date on which a Call Event occurs.
Term:	AUD Series: 5 years	USD Series: 5 years
Denomination:	AUD Series: Australian dollars	USD Series: United States dollars
Investment:	The MLI which is an agreement between the Investor and the Issuer governed by the Terms
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.
Minimum Investment Amount:	AUD Series: AUD 100,000 and multiples of AUD 1,000 thereafter	USD Series: USD 100,000 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.
Call Event:	The Issuer has the right, at the Issuer’s absolute discretion, to declare a Call Event on any Call Event Observation Date. If a Call Event occurs on any Call Event Observation Date, the Maturity Date will be deemed to be the Call Event Observation Date on which the Call Event occurs. The Final Value per Unit on the Maturity Date will be equal to the “Final Value per Unit” specified below. Please refer to the section “How does a Call Event work?” in Section 3 for further details.
Call Event Observation Dates:	On the first anniversary of the Issue Date and Quarterly thereafter. Please refer to the section “When are the Call Event Observation Dates?” in Section 3(of the PDS) for further details.
Interest Rate Periods:	Quarterly. The first Interest Rate Period begins on the Issue Date.
Investment Amount:	The ‘Investment Amount’ is 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).
Interest Calculation Dates:	AUD Series: On the first Business Day of the corresponding Interest Rate Period.	USD Series: On the Business Day 2 London Business Days before the first common Sydney, London and New York Business Day of the corresponding Interest Rate Period.
Interest Rate Payments:	AUD Series: Interest (Year 1) = Issue Price x no. of Units held x Interest Rate x 90 / 360 Interest (Years 2-5) = Issue Price x no. of Units held x Interest Rate x Actual / 365 where: Actual is the number of days in each Interest Rate Period.	USD Series: Interest (Year 1) = Issue Price x no. of Units held x Interest Rate x 90 / 360 Interest (Years 2-5) = Issue Price x no. of Units held x Interest Rate x Actual / 360 where: Actual is the number of days in each Interest Rate Period.
Interest Rate:	AUD Series: Year 1:fixed rate of 8.00% p.a. Years 2-5:3 Month AUD BBSW + Margin	USD Series: Year 1:fixed rate of 4.00% p.a. Years 2-5: 3 Month USD LIBOR + Margin
Margin:	AUD Series: The rate determined by the Issuer and notified to the Investor after the Issue Date in the Confirmation. Throughout the Term, the rate will remain the same. As an indication, if the Units had been issued on the date of this PDS, the Margin would have been 1.00% p.a. This Margin is expected to range between 0.90% p.a. and 1.10% p.a. but will not be determined until the Issue Date. Please refer to the section “What factors affect the Margin?” in Section 3 for further details.	USD Series: The rate determined by the Issuer and notified to the Investor after the Issue Date in the Confirmation. Throughout the Term, the rate will remain the same. As an indication, if the Units had been issued on the date of this PDS, the Margin would have been 0.50% p.a. This Margin is expected to range between 0.40% p.a. and 0.60% p.a. but will not be determined until the Issue Date. Please refer to the section “What factors affect the Margin?” in Section 3 for further details.
Interest Payment Dates:	AUD Series: On the first Business Day after the corresponding Interest Rate Period.	USD Series: On the first common Sydney, New York and London Business Day after the corresponding Interest Rate Period.
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:
	AUD Series: AUD 1.00 per Unit	USD Series: USD 1.00 per Unit
	This means that the Final Value per Unit will be equal to the Issue Price, regardless of whether the Investor invested in the MLI during the Initial Offer Period or the General Offer Period. Investors should note that the Issue Price may not equal the Purchase Price. As such, Investors applying in the General Offer Period may make a capital loss or gain depending on whether the Purchase Price was greater or less than the Issue Price, as the Final Value per Unit is only calculated by reference to the Issue Price.
Delivery Asset:	Ordinary shares in Commonwealth Bank of Australia (“CBA”) (an ASX listed share, ASX code: CBA).
Fees:	Distributor Fee: An upfront fee payable by the Issuer of up to 2.50% (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 (or make a lower return) at Maturity 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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