FWP 1 dfwp.htm TERM SHEET Term Sheet

Issuer Free Writing Prospectus

Filed pursuant to Rule 433

Registration Nos. 333-132370 and 333-132370-01

LOGO

ELKS (Equity Linked Notes)

Based upon the common stock of Regions Financial Corporation due November 13, 2008

Summary of Final Terms

May 6, 2008

 

 

 

Issuer:    Citigroup Funding Inc.
Issuer Rating:    The creditworthiness of CFI is Aa3/AA- (Moody’s / S&P) based upon a full and unconditional guarantee from its parent company, Citigroup Inc.
Currency:    United States Dollar (“USD”)
Dealer:    Citigroup Global Markets Limited
Underlying Stock:    Regions Financial Corporation (“RF”)
Offering Price:    USD 22.8843
Units Issued:    535,100
Principal Amount:    USD 12,245,388.93
Pricing Date:    May 6, 2008
Settlement Date:    May 13, 2008
Valuation Date:    November 6, 2008
Maturity Date:    November 13, 2008
Coupon:    5.00% per annum payable quarterly
Initial Stock Price:    USD 22.8843
Final Stock Price:    The closing price of the Underlying Stock on the Valuation Date
Cap Price:    USD 28.3765, which represents approximately 124% of the Initial Stock Price
Exchange Ratio:    1.0 share of the Underlying Stock for each ELKS of USD 22.8843 principal amount with any fractional shares to be paid in cash
Payment at Maturity:    For each note of USD 22.8843:
  

1)      If the Final Stock Price is less than or equal to the Initial Stock Price and:

  

a)      the Underlying Stock depreciates by approximately 24% or more, to a price of USD 17.39 or lower, relative to the Initial Stock Price at any time after the Pricing Date up to and including the Valuation Date (including intra-day) during the term of the ELKS then the USD cash value of a number of shares of the Underlying Stock for each note equal to product of (i) the Exchange Ratio and (ii) the Final Stock Price, or

  

b)      the Underlying Stock does not depreciate by approximately 24% or more, to a price of USD 17.39 or lower, relative to the Initial Stock Price at any time after the Pricing Date up to and including the Valuation Date (including intra-day) during the term of the ELKS then a payment of USD 22.8843 per Unit

 

 

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 and prospectus supplement 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 1-800-248-3580.

 

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LOGO

ELKS (Equity Linked Notes)

Based upon the common stock of Regions Financial Corporation due November 13, 2008

Summary of Final Terms

May 6, 2008

 

 

 

  

2)      If the Final Stock Price is greater than the Initial Stock Price and:

  

a)      the Final Stock Price is less than or equal to the Cap Price then the USD cash value of a number of shares of the Underlying Stock for each note equal to product of (i) the Exchange Ratio and (ii) the Final Stock Price, or

  

b)      the Final Stock Price is greater than the Cap Price then the USD cash value of a number of shares of the Underlying Stock for each note equal to product of (i) the Exchange Ratio (ii) the Final Stock Price, and (iii) a ratio equal to the Cap Price divided

Other:    The Issuer will have the right to call the ELKS at any time, in whole but not in part, for the call price described in the final terms, in the event that the Underlying Stock enters into a definitive agreement with respect to a Callable Reorganization Event. A Callable Reorganization Event is a Reorganization Event where the cash, securities (other than Marketable Securities) or other property to be received for the Underlying Stock has a market value on effective date greater than or equal to 25% of the transaction value on the effective date.
Business Days:    A day on which commercial banks in New York are open.
Calculation Agent:    Citigroup Global Markets Inc.
Form and Denomination:    Registered Medium Term Notes in minimum denominations and minimum increments of USD 22.8843
Clearing and Settlement:    DTC
Listing:    None
CUSIP:    17313T 508

 

 

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 and prospectus supplement 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 1-800-248-3580.

 

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