FWP 1 dfwp.htm AMENDED OFFERING SUMMARY Amended Offering Summary

 

Amended Filing to Correct Figures on Page 10
Filed Pursuant to Rule 433
Registration Nos. 333-132370 and 333-132370-01

Offering Summary

(Related to the Pricing Supplement No. 2008-MTNDD209,

Subject to Completion, Dated January 2, 2008)

    

 

Citigroup Funding Inc.

 

ANY PAYMENTS DUE FROM CITIGROUP FUNDING INC.

FULLY AND UNCONDITIONALLY GUARANTEED BY CITIGROUP INC.

 

 

LOGO

 

 

 

Principal-Protected Notes

 

Based Upon a Basket of Currencies

 

Due July     , 2009

 

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including a prospectus and related prospectus supplement) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and related prospectus supplement in that registration statement (File No. 333-132370) and the other documents Citigroup Funding and Citigroup Inc. have filed with the SEC for more complete information about Citigroup Funding, Citigroup Inc. 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 and related prospectus supplement by calling toll-free 1-877-858-5407.

 

Investment Products   Not FDIC Insured   May Lose Value   No Bank Guarantee

 

January 2, 2008    

Principal-Protected Notes

Based Upon a Basket of Currencies

Due July 2009

 

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

 

How The Notes Work

 

Principal-Protected Notes Based upon a Basket of Currencies Due July 2009 (the “Notes”) are hybrid investments that combine characteristics of currency and fixed income instruments. Similar to a fixed income investment, these Notes offer investors the safety of 100% principal protection if held at maturity. However, the Notes do not offer current income, which means that you will not receive any periodic interest or other payments on the Notes during the term of the Notes.

 

At maturity, the Notes will pay an amount that is based on (1) whether the Basket Return Percentage on any Observation Date is greater than or equal to 6%, (2) the Basket Return Percentage on the Final Observation Date and (3) the Participation Rate. The Basket Return Percentage will equal the average of the percentage change of the value of each of the Basket Currencies relative to the U.S. dollar between the Pricing Date and each Observation Date during the term of the Notes. The basket of currencies is comprised of the Brazilian real, Russian ruble, Indian rupee and Chinese yuan (the “Basket Currencies”). This investment allows investors to participate in the appreciation potential of the value of the Basket Currencies relative to the U.S. dollar.

 

The Notes are currency-linked securities issued by Citigroup Funding Inc. that have a maturity of approximately 18 months. At maturity, for each US$1,000 principal amount of Notes you hold, you will receive an amount in cash equal to US$1,000 plus a Basket Return Amount which may be positive or zero. The Basket Return Amount will depend on (1) whether the Basket Return Percentage on any Observation Date is greater than or equal to 6%, (2) the Basket Return Percentage on the Final Observation Date and (3) the Participation Rate. The Basket Return

Percentage will equal the average percentage change of the value of each of the Basket Currencies relative to the U.S. dollar, as measured by each relevant exchange rate, from the Pricing Date to each relevant Observation Date.

 

The performance of each of the Basket Currencies is measured by its exchange rate. Each exchange rate reflects the amount of the relevant Basket Currency that can be exchanged for one U.S. dollar. Thus, an increase in a Basket Currency’s exchange rate means that the value of that currency has decreased. For example, if the USDBRL Exchange Rate has increased from 1.00 to 2.00, it means the value of one Brazilian real (as measured against the U.S. dollar) has decreased from US$1.00 to US$0.50. Conversely, a decrease in a Basket Currency’s exchange rate means that the value of that currency has increased. Increases in the values of the Basket Currencies relative to the U.S. dollar will lead to a higher return on your Notes, while decreases in the values of the Basket Currencies will lead to a lower return on your Notes. Because the Basket Return Percentage will be based on the sum of the Weighted Currency Returns for each of the Basket Currencies, a significant increase in the value of one currency may be substantially or entirely offset by a decrease in the value of the other currencies in the basket.

 

The Basket Return Amount will depend upon the performance of the Basket Currencies during the term of the Notes.

 

n  

If the Basket Return Percentage is greater than or equal to 6% on any Observation Date, the Basket Return Amount will equal the product of (1) US$1,000, (2) the greater of (a) 6% and (b) the Basket Return Percentage on the Final Observation Date and (3) a Participation Rate that is expected to be approximately 110% to 135% (to be determined on the Pricing


     Date). In these circumstances, your return on the Notes will be equal to at least approximately 6.60% to 8.10% (to be determined on the Pricing Date).

 

n  

If the Basket Return Percentage is less than 6% on every Observation Date, the Basket Return Amount will equal the product of (1) US$1,000, (2) the Basket Return Percentage on the Final Observation Date and (3) a Participation Rate that is expected to be approximately 110% to 135% (to be determined on the Pricing Date), provided that the Basket Return Amount will not be less than zero.

 

The Basket Return Percentage will equal the sum of the Weighted Currency Returns for each of the Basket Currencies, expressed as a percentage, on any Observation Date.

 

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 Basket Currencies relative to the U.S. dollar, as measured by each relevant exchange rate.

 

Type of Investor

 

These Notes are not a suitable investment for investors who require regular fixed income payments since no payments will be made prior to maturity. These Notes may be an appropriate investment for the following types of investors:

 

n  

Investors looking for exposure to currency-linked investments on a principal-protected basis but who are willing to forego current income.

 

n  

Investors expecting appreciation of the Basket Currencies relative to the U.S. dollar over the term of the Notes.

 

n  

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

 

The Notes are a series of unsecured senior debt securities issued by Citigroup Funding. 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, as a result of the guarantee, any payments due under the Notes will rank equally with all other unsecured and unsubordinated debt of Citigroup Inc.


 

2

Preliminary Terms

 

Issuer:

    Citigroup Funding Inc.

Security:

    Principal-Protected Notes Based Upon a Basket of Currencies Due July 2009

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:

    Aa3/AA (Moody’s/S&P) based upon the Citigroup Inc. guarantee

Principal Protection:

    100% if held to the Maturity Date

Pricing Date:

    January     , 2008

Issue Date:

    January     , 2008

Observation Date:

    The     th of any month (or the following Business Day if such day is not a Business Day) from the Pricing Date to the Final Observation Date

Final Observation Date:

    Five business days before the Maturity Date

Maturity Date:

    Approximately 18 months after the Issue Date

Interest:

    None

Issue Price:

    Variable, based on market prices at the time of the sale

Payment at Maturity:

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

Basket Return Amount:

   

If the Basket Return Percentage is greater than or equal to 6% on any Observation Date, the Basket Return Amount will equal the product of (1) US$1,000, (2) the greater of (a) 6% and (b) the Basket Return Percentage on the Final Observation Date and (3) a Participation Rate that is expected to be approximately 110% to 135% (to be determined on the Pricing Date).

 

If the Basket Return Percentage is less than 6% on every Observation Date, the Basket Return Amount will equal the product of (1) US$1,000, (2) the Basket Return Percentage on the Final Observation Date and (3) a Participation Rate that is expected to be approximately 110% to 135% (to be determined on the Pricing Date), provided that the Basket Return Amount will not be less than zero.

Basket Return Percentage:

    The sum of the Weighted Currency Return for each of the Basket Currencies, expressed as a percentage

Weighted Currency Return:

   

Starting Exchange Rate – Ending Exchange Rate x Allocation Percentage

Starting Exchange Rate                                                         

Allocation Percentage:

    25% for each of the Basket Currencies

Basket Currencies:

    The Brazilian real, Russian ruble, Indian rupee and Chinese yuan

Starting Exchange Rate:

    Each of the USDBRL, USDRUB, USDINR and USDCNY Exchange Rates on the Pricing Date

Ending Exchange Rate:

    Each of the USDBRL, USDRUB, USDINR and USDCNY Exchange Rates on any Observation Date

USDBRL Exchange Rate:

    The USDBRL Exchange Rate will equal the U.S. dollar/Brazilian real exchange rate in the global spot foreign exchange market, expressed as the amount of Brazilian reais per one U.S. dollar. The USDBRL Exchange Rate will be the offer side exchange rate in the column “PTAX,” as reported by Reuters on Page “BRFR,” or any substitute page, on any relevant date.

USDRUB Exchange Rate:

    The USDRUB Exchange Rate will equal the U.S. dollar/Russian ruble exchange rate in the global spot foreign exchange market, expressed as the amount of Russian rubles per one U.S. dollar, as reported by Reuters on Page “EMTA,” or any substitute page, on any relevant date.

USDINR Exchange Rate:

    The USDINR Exchange Rate will equal the U.S. dollar/Indian rupee exchange rate in the global spot foreign exchange market, expressed as the amount of Indian rupees per one U.S. dollar, as reported by Reuters on Page “RBIB,” or any substitute page, on any relevant date.

 

3

USDCNY Exchange Rate:

    The USDCNY Exchange Rate will equal the U.S. dollar/Chinese yuan exchange rate in the global spot foreign exchange market, expressed as the amount of Chinese yuan per one U.S. dollar, as reported by Reuters on Page “SAEC,” or any substitute page, on any relevant date.

Participation Rate:

    Approximately 110% to 135% (to be determined on the Pricing Date)

Denominations:

    Minimum denominations and increments of US$1,000

Listing:

    None

Underwriting Discount:

    0.00%

Sales Commission Earned:

    $10.00 to $12.50 (to be determined on the Pricing Date) per Note for each Note sold by a Smith Barney Financial Advisor

Calculation Agent:

    Citigroup Financial Products Inc.

Business Day:

    Any day that (1) is not a Saturday, a Sunday or a day on which the securities exchanges or banking institutions or trust companies in the City of New York or in London, England are authorized or obligated by law or executive order to close and (2) is a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer System is open.

 

4

Benefits of the Notes

 

n  

Return Potential

The Basket Return Amount payable at maturity is based on (1) whether the Basket Return Percentage on any Observation Date is greater than or equal to 6%, (2) the Basket Return Percentage on the Final Observation Date and (3) the Participation Rate, enabling you to participate in the potential increase in the value of the Basket Currencies during the term of the Notes without directly investing in the Basket Currencies.

 

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 Basket Currencies.

 

n  

Diversification

The Notes are based on the performance of the Basket Currencies and may allow you to diversify an existing portfolio mix of stocks, bonds, mutual funds and cash.

 

Key Risk Factors for the Notes

 

n  

The Basket Return Amount May be Zero

If the Basket Return Percentage is zero or negative, the payment you receive at maturity will be limited to the amount of your initial investment in the Notes unless the Basket Return Percentage was greater than or equal to 6% on any Observation Date. This will be true even if the value of each currency in the basket has increased relative to the U.S dollar at one or more times during the term of the Notes, but the Basket Return Percentage was not greater than 6% on any Observation Date.

 

n  

Reference to a Basket of Currencies May Lower Your Return

Because the Basket Return Percentage will be based on the sum of the Weighted Currency Return for each of the Basket Currencies, a significant increase in the value of one currency but not the other currencies relative to the U.S. dollar may be substantially or entirely offset by a decrease in the value of the other currencies in the basket relative to the U.S. dollar during the term of the Notes.

 

n  

Potential for a Lower Comparable Yield

The Notes do not pay any interest. As a result, if the Basket Return Percentage is

less than     %, the effective yield on your Notes will be less than that which would be payable on a conventional fixed-rate, non-callable 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 Inc. 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 value of the Basket Currencies, interest rates and Citigroup Funding and Citigroup Inc.’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  

Tax Treatment of the Notes

Because the Notes are contingent payment debt obligations of Citigroup Funding, you 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, regardless of whether you receive more, less or no payments on the Notes in tax years prior to maturity.

 

n  

Citigroup Inc. Credit Risk

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

 

n  

Fees and Conflicts

Citigroup Financial Products 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 relevant currencies or other instruments, such as options, swaps or futures, based upon the Basket Currencies by one or more of its affiliates. Each of Citigroup Funding’s or its affiliates’ hedging


 

5

activities and Citigroup Financial Products’ role as the Calculation Agent for the Notes may result in a conflict of interest.

 

The Basket Currencies and Exchange Rates

 

General

 

The Basket Currencies consist of the Brazilian real, Russian ruble, Indian rupee and Chinese yuan (together, the “Basket Currencies”). Exchange rates are used to measure the performance of each of the Basket Currencies.

 

The exchange rates are foreign exchange spot rates that measure the relative values of two currencies, the U.S. dollar and the Brazilian real, in the case of the USDBRL Exchange Rate; the U.S. dollar and the Russian ruble, in the case of the USDRUB Exchange Rate; the U.S. dollar and the Indian rupee, in the case of the USDINR Exchange Rate; and the U.S. dollar and the Chinese yuan in the case of the USDCNY Exchange Rate. Each exchange rate is expressed as an amount of the relevant Basket Currency that can be exchanged for one U.S. dollar. Thus, an increase in a Basket Currency’s exchange rate means that the value of that currency has decreased. For example, if the USDBRL Exchange Rate has increased

from 1.00 to 2.00, it means the value of one Brazilian real (as measured against one U.S. dollar) has decreased from US$1.00 to US$0.50. Conversely, a decrease in a Basket Currency’s exchange rate means that the value of that currency has increased.

 

The Brazilian real is the official currency of the Federative Republic of Brazil.

 

The Russian ruble is the official currency of the Russian Federation.

 

The Indian rupee is the official currency of the Republic of India.

 

The Chinese yuan is the official currency of the People’s Republic of China.

 

We have obtained all information in this offering summary relating to the Brazilian real, Russian ruble, Indian rupee and Chinese yuan and the relevant exchange rates from public sources, without independent verification. Currently the relevant exchange rates are 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 value of each Basket Currency will be determined as described in “Preliminary Terms” above.


 

Historical Data on the Exchange Rates

 

The following table sets forth, for each of the quarterly periods indicated, the high and low values of each relevant exchange rate, as reported by Reuters. The historical data on the relevant exchange rate are not indicative of the future performance of the Basket Currencies or what the value of the Notes may be. Any historical upward or downward trend in any of the relevant exchange rate during any period set forth below is not an indication that the value of the Basket Currencies is more or less likely to increase or decrease at any time over the term of the Notes.

 

   

USDBRL

Exchange Rate

  

USDRUB

Exchange Rate

  

USDINR

Exchange Rate

  

USDCNY

Exchange Rate

    High
   Low
   High
   Low
   High
   Low
   High
   Low

2002

                                

Quarter

                                

First

   2.4625   2.2950   31.2100   30.4650   48.8250   48.2450   8.2775   8.2765

Second

   2.8805   2.2650   31.4950   31.1650   49.0500   48.8150   8.2776   8.2765

Third

   3.8725   2.8015   31.6900   31.4450   48.8450   48.3700   8.2772   8.2760

Fourth

   3.9505   3.4740   31.9550   31.6900   48.4300   47.9350   8.2775   8.2766

2003

                                

Quarter

                                

First

   3.6650   3.2610   31.9550   31.3722   48.0100   47.4700   8.2778   8.2766

Second

   3.3135   2.8385   31.2865   30.3215   47.4675   46.4025   8.2775   8.2768

Third

   3.0675   2.8155   30.7254   30.2428   46.4350   45.6950   8.2776   8.2766

Fourth

   2.9475   2.8310   30.5212   29.2390   45.9250   45.2150   8.2772   8.2765

 

6

   

USDBRL

Exchange Rate

  

USDRUB

Exchange Rate

  

USDINR

Exchange Rate

  

USDCNY

Exchange Rate

    High
   Low
   High
   Low
   High
   Low
   High
   Low

2004

                                

Quarter

                                

First

   2.9645   2.7820   29.2425   28.4375   45.6400   43.6000   8.2775   8.2766

Second

   3.2118   2.8755   29.0825   28.5075   46.2500   43.5375   8.2773   8.2765

Third

   3.0782   2.8505   29.2755   28.9900   46.4713   45.6650   8.2771   8.2765

Fourth

   2.8800   2.6530   29.2210   27.7200   45.9000   43.4600   8.2768   8.2763

2005

                                

Quarter

                                

First

   2.7640   2.5665   28.1950   27.4487   43.9300   43.4200   8.2766   8.2763

Second

   2.6588   2.3325   28.6800   27.7080   43.8300   43.2900   8.2767   8.2763

Third

   2.4870   2.2140   28.8312   28.1600   44.1500   43.1750   8.2765   8.0871

Fourth

   2.3800   2.1615   28.9814   28.4295   46.3100   44.1275   8.0920   8.0702

2006

                                

Quarter

                                

First

   2.3364   2.1040   28.7414   27.6651   45.0925   44.1175   8.0702   8.0172

Second

   2.3525   2.0555   27.7165   26.7316   46.3900   44.6012   8.0265   7.9943

Third

   2.2244   2.1230   27.0500   26.6660   46.9950   45.7700   8.0048   7.8965

Fourth

   2.2000   2.1310   26.9846   26.1735   45.9715   44.2600   7.9149   7.8051

2007

                                

Quarter

                                

First

   2.1520   2.0395   26.6019   25.9736   44.6800   43.0450   7.8170   7.7257

Second

   2.0475   1.9025   26.0408   25.6837   43.2900   40.4850   7.7350   7.6132

Third

   2.0562   1.8330   25.8933   24.8595   41.3450   39.6900   7.6095   7.5036

Fourth

   1.8484   1.7355   25.0523   24.2875   39.8950   39.2500   7.5201   7.3046

 

The USDBRL Exchange Rate appearing as the offer side exchange rate in the column “PTAX” on Reuters Page “BRFR” on December 31, 2007 was 1.7713.

 

The USDRUB Exchange Rate appearing on Reuters Page “EMTA” on December 28, 2007 was 24.5325.

 

The USDINR Exchange Rate appearing on Reuters Page “RBIB” on December 31, 2007 was 39.4100.

 

The USDCNY Exchange Rate appearing on Reuters Page “SAEC” on December 28, 2007 was 7.3046.

 

7

Historical Graphs

 

The following graphs show the daily values of each of the USDBRL, USDRUB, USDINR and USDCNY Exchange Rates in the period from January 2, 2002 through December 27,

2007 using historical data obtained from Bloomberg. Past movements of the relevant exchange rates are not indicative of future values of the Basket Currencies.


 

LOGO

 

LOGO

 

 

8

LOGO

LOGO

 

 

9

Hypothetical Maturity Payment Examples

 

The examples below show the hypothetical maturity payments to be made on an investment of US$1,000 principal amount of Notes based on various Ending Exchange Rates of the Basket Currencies. The following examples of hypothetical maturity payment calculations are based on the following assumptions:

 

n Pricing Date: January 24, 2008

 

n Issue Date: January 28, 2008

 

n Principal amount: US$1,000 per Note

 

n Starting Exchange Rate of the USDBRL Exchange Rate: 1.8000

 

n Starting Exchange Rate of the USDRUB Exchange Rate: 24.7000

 

n Starting Exchange Rate of the USDINR Exchange Rate: 39.6000

 

 

n Starting Exchange Rate of the USDCNY Exchange Rate: 7.4000

 

n Participation Rate: 110%

 

n Allocation Percentage: 25% for each Basket Currency

 

n

Observation Dates: The 21st of each month (or the following Business Day if such day is not a Business Day)

 

n Final Observation Date: July 21, 2009

 

n Maturity Date: July 28, 2009

 

n The Notes are purchased on the Issue Date and are held through the Maturity Date.

 

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual maturity payment will depend on the actual Basket Return Amount which, in turn, will depend on the actual Starting Exchange Rate and Ending Exchange Rate of each Basket Currency on each relevant date, the Allocation Percentage, the Basket Return Percentage on the Final Observation Date, whether the Basket Return Percentage is greater than or equal to 6% on any Observation Date and the actual Participation Rate.

 

    Hypothetical Ending Exchange Rate on
the Final Observation Date
   Hypothetical Weighted Currency
Return on the Final Observation
Date(1)
    

6%
Minimum
Return
Applicable(2)

  

Hypothetical
Basket
Return
Percentage
on the

Final
Observation
Date(3)

    

Hypothetical
Basket
Return
Amount(4)

  

Hypothetical
Payment at
Maturity(5)

  

Hypothetical
Note Return
%per
Annum(6)

  

Example

  

USD

BRL

  

USD

RUB

  

USD

INR

  

USD

CNY

   BRL
     RUB
     INR
     CNY
            
      1         2.1520   26.6019   44.6800   7.8170   -4.889 %   -1.925 %   -3.207 %   -1.409 %   No   -11.430 %   $ 0.00   $ 1,000.00   0.00 %
2   2.0525   23.5165   38.2956   7.6265   -3.507 %   1.198 %   0.823 %   -0.765 %   No   -2.251 %   $ 0.00   $ 1,000.00   0.00 %
3   2.0562   21.7203   41.3650   6.8506   -3.558 %   3.016 %   -1.114 %   1.856 %   No   0.199 %   $ 2.19   $ 1,002.19   0.15 %
4   1.7008   24.8018   38.8575   7.5201   1.378 %   -0.103 %   0.469 %   -0.406 %   No   1.338 %   $ 14.72   $ 1,014.72   0.98 %
5   2.0562   25.8933   44.1500   7.6095   -3.558 %   -1.208 %   -2.872 %   -0.708 %   Yes   -8.346 %   $ 66.00   $ 1,066.00   4.40 %
6   1.8525   26.7165   37.3900   8.1265   -0.729 %   -2.041 %   1.395 %   -2.454 %   Yes   -3.829 %   $ 66.00   $ 1,066.00   4.40 %
7   1.7355   25.0523   39.2500   7.5201   0.896 %   -0.357 %   0.221 %   -0.406 %   Yes   0.354 %   $ 66.00   $ 1,066.00   4.40 %
8   2.0562   20.1362   41.3450   6.0779   -3.558 %   4.619 %   -1.102 %   4.467 %   Yes   7.220 %   $ 79.42   $ 1,079.42   5.29 %
9   1.6497   22.3736   35.7210   6.7532   2.088 %   2.355 %   2.449 %   2.185 %   Yes   10.428 %   $ 114.70   $ 1,114.70   7.65 %
(1) Hypothetical Weighted Currency Return on the Final Observation Date for each Basket Currency = [(Starting Exchange Rate – Ending Exchange Rate)/Starting Exchange Rate] x 25% calculated on the Final Observation Date
(2) 6% minimum return is applicable if the Hypothetical Basket Return Percentage was greater than or equal to 6% on any Observation Date
(3) Hypothetical Basket Return Percentage on the Final Observation Date = Sum of Weighted Currency Return for USDBRL, USDRUB, USDINR and USDCNY calculated on the Final Observation Date
(4) Hypothetical Basket Return Amount = (a) (US$1,000 x the greater of (i) 6% and (ii) the Hypothetical Basket Return Percentage x 110%) if the 6% minimum return is applicable or (b) the greater of (US$1,000 x the Hypothetical Basket Return Percentage x 110%) and $0 if the 6% minimum return in not applicable
(5) Hypothetical Payment at Maturity = US$1,000 + Hypothetical Basket Return Amount
(6) Hypothetical Note Return % per Annum includes the Hypothetical Basket Return Amount

 

10

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.

 

All investors 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 their tax advisors to determine the 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 an assumed comparable yield of     % compounded semiannually) will be includible in a U.S. holder’s gross income (as ordinary income) over the term of the Notes (although holders will receive no payments on the Notes prior to maturity), 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 representing all amounts payable on the Notes. This assumed amount is neither a prediction nor guarantee of the actual yield of, or payments to be made in respect of, the Notes. If the amount we actually 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 the amount we actually pay at maturity is, in fact, higher than this assumed amount, then a U.S. holder will be required to include such additional amount as ordinary income. 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.

 

ERISA and IRA Purchase Considerations

 

Employee benefit plans subject to ERISA, entities the assets of which are deemed to constitute the assets of such plans, governmental or other plans subject to laws substantially similar to ERISA and retirement accounts (including Keogh, SEP and SIMPLE plans, individual retirement accounts and individual retirement annuities) are permitted to purchase the Notes as long as either (A)(1) no Citigroup Global Markets affiliate or employee is a fiduciary to such plan or retirement account that has or exercises any discretionary authority or control with respect to the assets of such plan or retirement account used to purchase the Notes or renders investment advice with respect to those assets and (2) such plan or retirement account is paying no more than adequate consideration for the Notes or (B) its acquisition and holding of the Notes is not prohibited by any such provisions or laws or is exempt from any such prohibition.

 

However, individual retirement accounts, individual retirement annuities and Keogh plans, as well as employee benefit plans that permit participants to direct the investment of their accounts, will not be permitted to purchase or hold the Notes if the account, plan or annuity is for the benefit of an employee of Citigroup Global Markets or a family member and the employee receives any compensation (such as, for example, an addition to bonus) based on the purchase of Notes by the account, plan or annuity.

 

You should refer to the section “ERISA Matters” in the preliminary pricing supplement related to this offering for more information.


 

11

Additional Considerations

 

If any of the relevant exchange rates are not available on Reuters pages “BRFR,” “EMTA,” “RBIB” or “SAEC,” or any substitute pages thereto, the Calculation Agent may determine the relevant exchange rate 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 – Basket Return Amount” in the 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 Inc. or its affiliates have investment discretion are NOT

permitted to purchase the Notes, either directly or indirectly.


 

© 2008 Citigroup Global Markets Inc. All 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.

 

12