CITIGROUP INC — Capital/Financing Update 2011

Oct 27, 2011

Citigroup Funding Inc.
Medium-Term
Notes, Series D
No.
2011 - MTNDG0110
Filed
Pursuant to Rule 433
Registration
Nos. 333-172554 and 333-172554-01

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

522,000 ELKS ® Based Upon the Common Stock of Potash Corporation of Saskatchewan Inc. Due April 25, 2012

Equity Linked Securities (“ELKS ® ”)

| P R I C I N G T E R M S – O C T O
B E R 2 5, 2 0 1 1 | |
| --- | --- |
| Issuer: | Citigroup Funding Inc. |
| Guarantee: | Any payments due on the ELKS are fully and unconditionally
guaranteed by Citigroup Inc., Citigroup Funding Inc.’s parent company;
however, you may receive an amount at maturity that is less than the stated
principal amount of your initial investment. |
| Aggregate principal amount: | $5,220,000 |
| Stated principal amount: | $10 per ELKS |
| Issue price: | $10 per ELKS (see “Underwriting fee and issue price”
below) |
| Maturity date: | April 25, 2012 |
| Payment at maturity: | For each $10 ELKS: (1) a fixed number of shares of the
underlying equity equal to the equity ratio (or, if you exercise your cash
election right, the cash value of those shares based on the closing price of
the underlying equity on the valuation date) if the closing price of the
underlying equity on any trading day from but excluding the pricing date to
and including the valuation date declines to or below the downside
threshold price, or (2) $10 in cash. |
| Equity ratio: | 0.20623 (the stated principal amount divided by the
initial equity price, subject to antidilution adjustments for certain
corporate events) |
| Downside threshold price: | $33.94, (70.00% of the initial equity price). |
| Initial equity price: | $48.49, the closing price of the underlying equity on the
pricing date. |
| Valuation date: | April 20, 2012 |
| Coupon: | 11.00% per annum (5.410% for the term of the ELKS), paid
monthly and computed on the basis of a 360-day year of twelve 30-day months. |
| Underlying equity: | The Common Stock of Potash Corporation of Saskatchewan
Inc. (NYSE symbol: "POT"). |
| Pricing date: | October 25, 2011 |
| Issue date: | October 28, 2011 |
| Listing: | The ELKS will not be listed on any securities exchange. |
| CUSIP number: | 17317U618 |
| ISIN: | US17317U6183 |
| Underwriter: | Citigroup Global Markets Inc., an affiliate of the Issuer.
See “Supplemental information regarding plan of distribution; conflicts of
interest” of the related offering summary. |

| Underwriting fee and issue price: | Price
to public (1) | Underwriting
fee (1)(2) | Proceeds
to issuer |
| --- | --- | --- | --- |
| Per ELKS | $10.0000 | $0.1500 | $9.8500 |
| Total | $5,220,000 | $78,300 | $5,141,700 |

(1) The actual price to public and underwriting fee for a particular investor may be reduced for volume purchase discounts depending on the aggregate amount of the ELKS purchased by that investor. The lowest price payable by an investor is $9.9500 per ELKS. Please see "Syndicate Information" on page 7 of the related offering summary for further details.

(2) Selected dealers, including Morgan Stanley Smith Barney LLC (an affiliate of the underwriter), and their financial advisors will collectively receive from the underwriter, Citigroup Global Markets Inc., a fixed selling concession of $0.1500 for each ELKS they sell. Certain other broker-dealers affiliated with Citigroup Global Markets Inc., including Citi International Financial Services, Citigroup Global Markets Singapore Pte. Ltd. and Citigroup Global Markets Asia Limited, will receive a concession, and Financial Advisors employed by Citigroup Global Markets Inc. will receive a fixed sales commission, of $0.1500 for each ELKS they sell. . Additionally, it is possible that Citigroup Global Markets Inc. and its affiliates may profit from expected hedging activity related to this offering, even if the value of the ELKS declines. You should refer to “Syndicate Information”, “Fees and Selling Concessions” and “Risk Factors” in the related offering summary for more information.

YOU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED OFFERING SUMMARY, THE RELATED ELKS PRODUCT

SUPPLEMENT, PROSPECTUS SUPPLEMENT AND PROSPECTUS, EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW.

Offering Summary filed on September 23, 2011

http://www.sec.gov/Archives/edgar/data/831001/000119312511254639/d235647dfwp.htm

ELKS Product Supplement filed on May 12, 2011:

http://www.sec.gov/Archives/edgar/data/831001/000119312511137494/d424b2.htm

Prospectus Supplement and Prospectus filed on May 12, 2011:

http://www.sec.gov/Archives/edgar/data/831001/000095012311049309/y91273b2e424b2.htm

THE ELKS ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

Citigroup Funding Inc., the issuer, and Citigroup Inc., the guarantor, have filed a registration statement (including an ELKS product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. You should read the ELKS product supplement, prospectus supplement and prospectus in that registration statement (File No. 333-172554) 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 ELKS product supplement and related prospectus supplement and prospectus by calling toll-free 1-877-858-5407.