FWP 1 dfwp.htm OFFERING SUMMARY Offering Summary

 

Filed Pursuant to Rule 433
Registration Statement Nos. 333-132370 and 333-132370-01

Offering Summary

(Related to the Pricing Supplement No. 2006-MTNDD031,

Subject to Completion, Dated August 21, 2006)

 

Citigroup Funding Inc.

 

PAYMENTS DUE FROM CITIGROUP FUNDING INC.

FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.

 

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Principal-Protected Notes

 

Based Upon the Crude Oil Price

 

Due 2008

 

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement (File No. 333-132370) and the other documents Citigroup Funding and Citigroup have filed with the SEC for more complete information about Citigroup Funding, Citigroup and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, you can request the prospectus by calling toll-free 1-877-858-5407.

 

Investment Products   Not FDIC Insured   May Lose Value   No Bank Guarantee

 

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August 21, 2006


Principal-Protected Notes

Based Upon the

Crude Oil Price

Due 2008

 

This offering summary represents a summary of the terms and conditions of the notes. We encourage you to read the preliminary pricing supplement and accompanying prospectus supplement and prospectus related to this offering.

 

How The Notes Work

 

Principal-Protected Notes Based Upon the Crude Oil Price (the “Notes”) are hybrid investments that combine characteristics of a commodity futures contract and fixed income instruments. Similar to a fixed income investment, these notes offer investors the safety of 100% principal protection at maturity. However, instead of paying a periodic fixed or floating rate of interest, the return on these Notes is paid at maturity and is based upon the change in the settlement price of the underlying commodity futures contract. This type of investment allows investors to participate in the change in the settlement price of the underlying commodity without risking their initial investments. The Notes do not offer current income, which means that you will not receive any periodic interest or other payments on the Notes prior to maturity.

 

The Notes are commodity-linked securities issued by Citigroup Funding Inc. that have a maturity of approximately two years. At maturity, you will receive an amount in cash equal to the sum of your initial investment in the Notes plus a Supplemental Return Amount, which may be positive or zero, depending on the Price Return. The Price Return will be the percentage decrease in the settlement price of the then current front-month light, sweet crude oil futures contract traded on the New York Mercantile Exchange (the “NYMEX”) (the “Settlement Price”) over the term of the Notes, subject to a maximum Price Return of between approximately 24% and 28% (to be determined on the Pricing Date). Because of the maximum Price Return, the Supplemental Return Amount will not exceed approximately $             per Note and the maturity payment will not exceed approximately $             per Note.

 

If the Price Return is greater than zero, resulting from the Settlement Price decreasing, the Supplemental Return Amount will equal the product of (1) the principal amount of Notes held at maturity and (2) the Price Return, which cannot be greater than between approximately 24% and 28% (to be determined on the Pricing Date). If the Price Return is less than or equal to zero, resulting from the Settlement Price increasing, the Supplemental Return Amount will be zero. Because the Notes are principal protected, the payment you receive at maturity will not be less than the amount of your initial investment in the Notes, even though the amount payable to you at maturity is dependent on the performance of the front-month crude oil futures contract.

 

These Notes may be an appropriate investment for the following types of investors:

 

n   Investors expecting a substantial decline in the Settlement Price of the front-month crude oil futures contract over the term of the Notes.

 

n   Investors looking for exposure to the front-month crude oil futures contract on a principal-protected basis but who are willing to forego current income.

 

n   Investors who seek to add a commodity-linked investment to their portfolio for diversification purposes.

 

These Notes are not a suitable investment for investors who require regular fixed income payments since no payments will be made prior to maturity.

 

The Notes are a series of unsecured senior debt securities issued by Citigroup Funding.


 

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Any payments due on the Notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company. The Notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Funding, and

the guarantee of any payments due under the

Notes will rank equally with all other unsecured and unsubordinated debt of Citigroup.

 

Capitalized terms used in this summary are defined in “Preliminary Terms” below.


 

 

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Preliminary Terms

 

Issuer:

  Citigroup Funding Inc.    

Security:

  Principal-Protected Notes Based Upon the Crude Oil Price due 2008

Guarantee:

  Any payments due on the Notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company

Rating of the Issuer’s Obligations:

  Aa1/AA- (Moody’s/S&P) based upon the Citigroup guarantee

Principal Protection:

  100% on the Maturity Date

Pricing Date:

              , 2006

Issue Date:

              , 2006

Valuation Date:

  Second business day before the Maturity Date

Maturity Date:

  Approximately two years after the Issue Date

Underlying Commodity:

  Front-month light, sweet crude oil futures contract traded on the NYMEX

Interest:

  None

Issue Price:

  100% of the principal amount

Payment at Maturity:

  For each US$1,000 note, US$1,000 plus a Supplemental Return Amount, which may be positive or zero

Supplemental Return Amount:

 

US$1,000 x Price Return, provided that the Supplemental Return Amount will not be less than zero

Price Return:

 

Starting Price – Ending Price

Starting Price

subject to a maximum Price Return of between approximately 24% and 28% (to be determined on the Pricing Date)

   

Starting Price:

 

Settlement price of the then current front-month light, sweet crude oil futures contract traded on the NYMEX on the Pricing Date as reported on Reuters page 2CLc1 or any successor page

Ending Price:

 

Settlement price of the then current front-month light, sweet crude oil futures contract traded on the NYMEX on the Valuation Date as reported on Reuters page 2CLc1 or any successor page

Denominations:

  Minimum denominations and increments of US$1,000

Listing:

  None

Agent’s Discount:

  0.00%

Calculation Agent:

 

Citibank, N.A.

Business Day:

 

Any day on which NYMEX is open for trading and the settlement price of the front-month light, sweet crude oil futures contract is calculated and published

 

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Benefits of the Notes

 

n   Return Potential

The Supplemental Return Amount payable at maturity is based on the percentage decrease in the Settlement Price of the front-month crude oil futures contract, enabling you to participate in the potential decrease in the Settlement Price during the term of the Notes (subject to a maximum return of between approximately 24% and 28% (to be determined on the Pricing Date)) without directly investing in a front-month crude oil futures contract.

 

n   Principal Protection

On the Maturity Date, we will pay you the principal amount of the Notes you then hold regardless of the performance of the front-month crude oil futures contract. However, if you sell your Notes in the secondary market prior to maturity you may receive less than your initial investment, as the Notes are not principal-protected prior to maturity.

 

n   Diversification

The Notes are linked to the decrease in the Settlement Price of the front-month crude oil futures contract and may allow you to diversify an existing portfolio mix of stocks, bonds, mutual funds and cash.

 

Key Risk Factors for the Notes

 

n   Appreciation May Be Limited

While the Notes provide you with an opportunity to participate in the potential decrease in the Settlement Price, the maximum return on the Notes will be capped. If the Ending Price is less than the Starting Price by greater than between approximately 24% and 28% (to be determined on the Pricing Date), the return on the Notes will be less than the return on an investment in an instrument that is directly linked to the decrease in the Settlement Price but is not subject to a maximum return. (See “Hypothetical Maturity Payment Examples” below).

 

n   Possibility of No Appreciation

If the Ending Price is greater than or equal to the Starting Price, the payment you receive at maturity will be limited to the amount of your initial investment in the Notes, even if the Settlement Price is lower than the Starting Price at one or more times during the term of the Notes or if the Ending Price

at maturity is lower than the Starting Price, but the Settlement Price on the Valuation Date is greater than or equal to the Starting Price.

 

n   No Periodic Payments

You will not receive any periodic payments of interest or any other periodic payments on the Notes.

 

n   Potential for a Lower Comparable Yield

The Maturity Payment is linked to the performance of the Underlying Commodity, which will fluctuate in response to market conditions. As a result, the effective yield on the Notes may be lower than that which would be payable on a conventional fixed-rate debt security of Citigroup Funding of comparable maturity.

 

n   Secondary Market May Not Be Liquid

The Notes will not be listed on any exchange. There is currently no secondary market for the Notes. Citigroup Global Markets and/or other of Citigroup Funding’s affiliated dealers currently intend, but are not obligated, to make a market in the Notes. Even if a secondary market does develop, it may not be liquid and may not continue for the term of the Notes.

 

n   Resale Value of the Notes May Be Lower Than Your Initial Investment

Due to, among other things, changes in the Settlement Price, interest rates and Citigroup Funding and Citigroup’s perceived creditworthiness, the Notes may trade at prices below their initial issue price. You could receive substantially less than the amount of your investment if you sell your Notes prior to maturity.

 

n   Citigroup Credit Risk

The Notes are subject to the credit risk of Citigroup, Citigroup Funding’s parent company and the guarantor of any payments due on the Notes.

 

n   Fees and Conflicts

Citibank, N. A. and its affiliates involved in this offering are expected to receive compensation for activities and services provided in connection with the Notes. Further, Citigroup Funding expects to hedge its obligations under the Notes through the trading of the Underlying Commodity or other instruments, such as options, swaps or futures, based upon the Underlying


 

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Commodity by one or more of its affiliates. Each of Citigroup Funding’s or its affiliates’ hedging activities and Citibank,

N.A.’s role as the Calculation Agent for the Notes may result in a conflict of interest.


 

Front-Month Crude Oil Futures Contract

 

General

 

The Supplemental Return Amount, if any, will be determined by reference to the settlement price of the front-month light, sweet crude oil futures contract traded on the NYMEX. An exchange-traded futures contract, such as the light, sweet crude oil futures contract traded on the NYMEX, provides for the future purchase and sale of a specified type and quantity of a commodity. The contract provides for a specified settlement month in which the commodity is to be delivered by the seller.

 

The front-month light, sweet crude oil futures contract trades in units of 1,000 barrels and the delivery point is Cushing, Oklahoma. The contract provides for delivery of several grades of domestic and internationally traded foreign crude oils. It may be settled by delivery of West Texas Intermediate, Low Sweet Mix, New

Mexican Sweet, North Texas Sweet, Oklahoma Sweet or South Texas Sweet. A “front-month” contract is the contract next scheduled for delivery. For example, as of August 14, 2006, the front-month light, sweet crude oil futures contract is a contract for delivery of light, sweet crude oil in September 2006.

 

We have obtained all information in this pricing supplement relating to the front-month light, sweet crude oil futures contract traded on the NYMEX from public sources, without independent verification. Currently the settlement price of the front-month crude oil futures contract is published in The Wall Street Journal and other financial publications of general circulation. However, for purposes of calculating amounts due to holders of the Notes, the settlement price of the front-month crude oil futures contract will be determined as described in “Preliminary Terms” above.


 

 

 

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Historical Data on the Front-Month Crude Oil Futures Contract Settlement Price

 

The following table sets forth, for each of the quarterly periods indicated, the high and low settlement prices of the front-month light, sweet crude oil futures contract traded on the NYMEX, as reported by Reuters. The historical data on the front-month crude oil futures contract are not indicative of the future performance of the front-month crude oil futures contract or what the

value of the Notes may be. Any historical upward or downward trend in the settlement price of the front-month crude oil futures contract during any period set forth below is not an indication that the settlement price of the front-month crude oil futures contract is more or less likely to increase or decrease at any time over the term of the Notes.


 

        First Quarter   Second Quarter   Third Quarter   Fourth Quarter
2001   High   32.19   29.98   29.53   23.34
  Low   25.96   25.56   21.81   17.45
2002   High   26.31   29.36   30.77   32.72
  Low   17.97   23.47   26.07   25.19
2003   High   37.83   32.36   32.39   33.71
  Low   26.91   25.24   26.96   28.47
2004   High   38.18   42.33   49.90   55.17
  Low   32.48   34.27   38.39   40.71
2005   High   56.72   60.54   69.81   65.47
  Low   42.12   46.80   56.72   56.14

2006

(through August 18, 2006)

  High   68.35   75.17   77.03    
  Low   57.65   66.23   70.06    

 

The settlement price of the front-month light, sweet crude oil futures contract traded on the NYMEX on August 18, 2006 was 71.14.

 

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Historical Graph

 

The following graph illustrates the historical performance of the front-month light, sweet crude oil futures contract traded on the NYMEX based on the daily settlement price thereof from January 2, 2001 through August 10, 2006. Past

movements of the front-month crude oil futures contract are not indicative of future settlement prices of the front-month crude oil futures contract.


 

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Hypothetical Maturity Payment Examples

 

The examples of hypothetical maturity payments set forth below are intended to illustrate the effect of different Ending Prices of the front-month crude oil futures contract on the amount payable on the Notes at maturity. All of the hypothetical examples are based on the following assumptions:

 

• Issue Price: $1,000 per Note   • Maximum Price Return: 26%
• Starting Price: $75.00   • Term of the Notes: 2 years

 

As demonstrated by the examples below, if the Price Return is 0.00% or less, you will receive an amount at maturity equal to $1,000 per Note, the amount of your initial investment in the Notes. If the Price Return is greater than 0.00%, you will receive an amount at maturity that is greater than your initial investment in the Notes.

 

The following examples are for purposes of illustration only. The actual maturity payment will depend on the actual Supplemental Return Amount which, in turn, will depend on the actual Starting Price, Ending Price and the maximum Price Return.

 

Ending
Price


  Percentage
Change
from Starting
Price to Ending
Price


    Price Return

   

Supplemental

Return

Amount(1)


 

Maturity

Payment(2)


 

Total Return

on the
Notes


   

Annualized

Return

on the Notes(3)


 
$ 20   -73.33 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 25   -66.67 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 30   -60.00 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 35   -53.33 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 40   -46.67 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 45   -40.00 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 50   -33.33 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 55   -26.67 %   26.00 %   $260   $ 1,260   26.00 %   12.25 %
$ 60   -20.00 %   20.00 %   $200   $ 1,200   20.00 %   9.54 %
$ 65   -13.33 %   13.33 %   $133   $ 1,133   13.33 %   6.46 %
$ 70   -6.67 %   6.67 %   $67   $ 1,067   6.67 %   3.28 %
$ 75   0.00 %   0.00 %   $0   $ 1,000   0.00 %   0.00 %
$ 80   6.67 %   -6.67 %   $0   $ 1,000   0.00 %   0.00 %
$ 85   13.33 %   -13.33 %   $0   $ 1,000   0.00 %   0.00 %
$ 90   20.00 %   -20.00 %   $0   $ 1,000   0.00 %   0.00 %
$ 95   26.67 %   -26.67 %   $0   $ 1,000   0.00 %   0.00 %
$ 100   33.33 %   -33.33 %   $0   $ 1,000   0.00 %   0.00 %
$ 105   40.00 %   -40.00 %   $0   $ 1,000   0.00 %   0.00 %
$ 110   46.67 %   -46.67 %   $0   $ 1,000   0.00 %   0.00 %
$ 115   53.33 %   -53.33 %   $0   $ 1,000   0.00 %   0.00 %
$ 120   60.00 %   -60.00 %   $0   $ 1,000   0.00 %   0.00 %
$ 125   66.67 %   -66.67 %   $0   $ 1,000   0.00 %   0.00 %
$ 130   73.33 %   -73.33 %   $0   $ 1,000   0.00 %   0.00 %

(1) Supplemental Return Amount = $1,000 x Price Return, provided that the Supplemental Return Amount will not be less than zero
(2) Maturity payment = $1,000 + Supplemental Return Amount
(3) Compounded annually

 

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Certain U.S. Federal Income Tax Considerations

 

The following summarizes certain federal income tax considerations for initial U.S. investors that hold the Notes as capital assets. Investors should refer to the preliminary pricing supplement related to this offering for additional information relating to U.S. federal income tax and to their tax advisors to determine tax consequences particular to their situation.

 

Because the Notes are contingent payment debt obligations of Citigroup Funding, U.S. holders of the notes will be required to include original issue discount (“OID”) for U.S. federal income tax purposes in gross income on a constant yield basis over the term of the Notes. This tax OID (computed at the assumed comparable yield) will be includible in a U.S. holder’s gross income (as ordinary income) over the term of the Notes, and generally will be reported to U.S. non-corporate holders on an IRS Form 1099. The assumed comparable yield is based on a rate at which Citigroup Funding would issue a similar debt obligation with no contingent payments. The amount of tax OID is based on an assumed amount payable at maturity. This assumed amount is neither a prediction nor guarantee of the actual yield of, or payment to be made in respect of, the Notes. If the amount the Notes pay at maturity is, in fact, less than this assumed amount, then a U.S. holder will have recognized taxable income in periods prior to maturity that exceeds that holder’s economic income from holding the Notes during such periods (with an offsetting ordinary loss). If a U.S. holder disposes of the Notes, the U.S. holder will be required to treat any gain recognized upon the disposition of the Notes as ordinary income (rather than capital gain).

 

In the case of a holder of the Notes that is not a U.S. person all payments made with respect to the Notes and any gain realized upon the sale or other disposition of the Notes should not be subject to U.S. income or withholding tax, provided that the holder complies with applicable certification requirements (including in general the furnishing of an IRS form W-8 or substitute form) and such payments and gain are not effectively connected with a U.S. trade or business of such holder.

 

You should refer to the preliminary pricing supplement related to this offering and the accompanying prospectus supplement and

prospectus for additional information relating to U.S. federal income tax and should consult your own tax advisors to determine tax consequences particular to your situation.

 

ERISA and IRA Purchase Considerations

 

Employee benefit plans that are subject to ERISA, entities the assets of which are deemed to constitute assets of such plans, and government or other plans subject to laws substantially similar to ERISA are NOT permitted to purchase the Notes.

 

Individual retirement accounts, individual retirement annuities and Keogh Plans will be permitted to purchase or hold the Notes as long as (1) no Citigroup Global Markets affiliate or employee manages the account or provides advice to the account that serves as a primary basis for the account’s decision to purchase or hold the Notes, (2) if the account is owned by a Citigroup Global Markets employee, the employee does not receive any compensation as an employee (such as, for example, an addition to bonus) based on the purchase of Notes by his/her account and (3) any SEP, Simple or Keogh Plans that purchase Notes cover only owners and not employees.

 

Additional Considerations

 

If the settlement price of the front-month light, sweet crude oil futures contract is not available on Reuters page “2CLcl,” or any successor page thereto, the Calculation Agent may determine the Settlement Price in accordance with the procedures set forth in the preliminary pricing supplement related to this offering. You should refer to the section “Description of the Notes – Supplemental Return Amount” in the preliminary pricing supplement for more information.

 

Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering will conform to the requirements set forth in Rule 2720 of the Conduct Rules of the National Association of Securities Dealers.

 

Client accounts over which Citigroup or its affiliates have investment discretion are NOT permitted to purchase the Notes, either directly or indirectly.


 

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© 2006 Citigroup Global Markets Inc. Member SIPC. CITIGROUP and the Umbrella Device are trademarks and service marks of Citigroup Inc. and its subsidiaries and are used and registered throughout the world.