CITIGROUP INC — Capital/Financing Update 2011

Jun 1, 2011

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement Nos. 333-172554 and 333-172554-01

May 31, 2011 Medium-Term Notes, Series D No. 2011- MTNDG0049 Registration Statements Nos. 333-172554 and 333-172554-01 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. Equities

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM due December 21, 2016

Market-Linked Notes provide investors with exposure to a broad-based U.S. equity market index with no downside risk to the initial investment. They are for investors who are concerned about principal risk and who are willing to forgo yield and upside in exchange for the repayment of the full principal amount at maturity, subject to the credit risk of Citigroup Inc. The notes are senior unsecured obligations of Citigroup Funding Inc. and any payments due on the notes, including the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company, and are subject to the credit risk of Citigroup Inc.

| S U M M A R Y
T E R M S | |
| --- | --- |
| Issuer: | Citigroup Funding Inc. |
| Guarantee: | Any payments due on the notes, including the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company. |
| Issue price: | $1,000 per note (see “Underwriting fee and issue price” below). |
| Principal amount: | $1,000 per note. |
| Aggregate principal amount: | $ |
| Pricing date: | June , 2011 (expected to price on or about June 24, 2011, or if such day is not an index business day, the next succeeding index business day). |
| Original issue date: | June , 2011 (three business days after the pricing date). |
| Valuation dates: | December , 2011; June , 2012; December , 2012; June , 2013; December
, 2013; June , 2014; December , 2014; June , 2015; December , 2015; June , 2016 and December
, 2016 (expected to be: December 27, 2011; June 25, 2012; December 24, 2012; December 24, 2013; December 24, 2013, June 24, 2014; December 24, 2014; June 24, 2015; December 24, 2015; June 24, 2016, and December 16,
2016). |
| Maturity date: | December 21, 2016. |
| Principal due at maturity: | Full principal amount due at maturity. |
| Interest: | Fixed per annum rate of 0.50%. |
| Interest payment date: | Semi-annually on each June and December (expected to be the 21 st day of each month), beginning on
December , 2011 (expected to be December 21, 2011) and ending on the maturity date. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding
each interest payment date. If an interest payment date falls on a day that is not a business day, the interest payment to be made on that interest payment date will be made on the next succeeding business day. |
| Underlying index: | The Dow Jones Industrial Average SM . |
| Payment at maturity: | The principal payment at maturity per $1,000 note will equal: $1,000 + note return amount, which may be positive or zero. In no event will the payment at maturity be less than
$1,000. |
| Note return amount: | If the final index return percentage is greater than 0%, the note return amount for each note will equal the product of (a) $1,000,
(b) the final index return percentage, and (c) a participation rate of 100% to 110% (to be determined on the pricing date). If the final index
return percentage is less than or equal to 0%, the note return amount for each note will equal zero. |
| Participation rate: | 100% to 110% (to be determined on the pricing date). |
| Final index return percentage: | The arithmetic average of the eleven interim index return percentages. |
| Interim index return percentage: | On each valuation date: ending index value - starting index value starting index value |
| Starting index value: | The closing value of the underlying index on the pricing date. |
| Ending index value: | The closing value of the underlying index on the relevant valuation date. |
| CUSIP: | 17308CRW8 |
| ISIN: | US17308CRW81 |
| Listing: | The notes will not be listed on any securities exchange. |
| Underwriter: | Citigroup Global Markets Inc., an affiliate of the issuer. See “Supplemental information regarding plan of distribution; conflicts of interest.” |

Underwriting fee and issue price:	Price to public ( 1 )	Underwriting fee (1)(2)	Proceeds to the issuer
Per note	$1,000.00	$35.00	$965.00
Total	$	$	$

(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 notes purchased by that investor. The lowest price payable by an investor is $990.00 per note. Please see “Syndicate Information” on page 7 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 $35.00 for each note they sell, while selected dealers not affiliated with Citigroup Global Markets will receive a selling concession of up to $35.00 for each note they sell. Certain other broker-dealers affiliated with Citigroup Global Markets, 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 will receive a fixed sales commission, of $35.00 for each note they sell. See “Fees and selling concessions” on page 7. The selling concession may be reduced for volume purchase discounts depending on the aggregate amount of notes purchased by an investor. See “Syndicate Information” on page 7.

Y OU SHOULD READ THIS DOCUMENT TOGETHER WITH THE RELATED PRICING SUPPLEMENT , PROSPECTUS SUPPLEMENT AND PROSPECTUS ,

EACH OF WHICH CAN BE ACCESSED VIA THE HYPERLINKS BELOW , BEFORE YOU DECIDE TO INVEST .

Preliminary Pricing Supplement, Subject to Completion, filed on June 1, 2011:

http://www.sec.gov/Archives/edgar/data/831001/000119312511155532/d424b2.htm

Prospectus Supplement and Prospectus filed on May 12, 2011:

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

T HE NOTES 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 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. 333-172554) and the other documents Citigroup Funding and Citigroup 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.

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

Investment Overview

Market-Linked Notes

The Market-Linked Notes provide investors:

n an opportunity to gain exposure to the Dow Jones Industrial Average SM without having to acquire each of the component stocks included in the Dow Jones Industrial Average SM .

n 100% to 110% (to be determined on the pricing date) participation in the final index return percentage, if the final index return percentage is greater than 0%

n repayment of the full principal amount of the notes at maturity, subject to the credit risk of Citigroup Inc.

n semi-annual interest payment at the fixed rate of 0.50% per annum.

At maturity, if the final index return percentage is equal to or less than 0%, subject to the credit risk of Citigroup Inc., the investment will redeem for the principal amount, without any additional market-linked return.

Maturity:	5.5 years
Principal payment at maturity:	$1,000 plus a note return amount, which may be positive or zero and depends upon the final index return percentage (the arithmetic average of the eleven interim index return percentages)
and the participation rate (100% to 110%, to be determined on the pricing date)
Principal due at maturity:	Full principal amount due at maturity
Interest:	0.50% per annum, payable semi-annually

Dow Jones Industrial Average SM Overview

The Dow Jones Industrial Average SM is a price-weighted average composed of 30 common stocks selected at the discretion of the editors of The Wall Street Journal, which is published by Dow Jones & Company, Inc., as representative of the broad market of U.S. industry.

Information as of market close on May 27, 2011:

Bloomberg Ticker Symbol:	INDU
Current Index Level:	12,441.58
52 Weeks Ago (on 5/27/2010):	10,258.99
52 Week High (on 4/29/2011):	12,810.54
52 Week Low (on 7/2/2010):	9,646.48

May 2011 Page 2

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

Key Investment Rationale

The notes offer 100% to 110% (to be determined on the pricing date) participation in the positive performance of the final index return percentage, while guaranteeing repayment of the principal amount, subject to the credit risk of Citigroup Inc., in exchange for forgoing current yield or interest.

| Best Case Scenario | The final index return percentage is greater than 0% and, at maturity, the notes redeem for the sum of the principal amount of (i) $1,000 and (ii) the
note return amount equal to the product of (a) $1,000, (b) the final index return percentage, and (c) a participation rate of 100% to 110% (to be determined on the pricing date). |
| --- | --- |
| Worst Case Scenario | The final index return percentage return is less than or equal to 0% and, at maturity, the notes redeem for the principal amount of
$1,000. |

Summary of Selected Key Risks (see page 8)

n The notes may not pay more than the principal amount at maturity.

n The payment at maturity will be based on the arithmetic average of eleven interim index return percentages and if any negative interim index return percentage entirely offsets any positive interim index return percentages, the final index return percentage will equal 0% and you will receive no return on your notes.

n The return on the notes (the effective yield to maturity) may be less than the amount that would be paid on a conventional fixed-rate debt security of ours (guaranteed by Citigroup Inc.) of comparable maturity.

n The market price of the notes will be influenced by many unpredictable factors, including the value and volatility of the underlying index and the stocks that underlie the underlying index.

n The notes are subject to the credit risk of Citigroup Inc., and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the notes.

n The inclusion of underwriting fees and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices.

n Adjustments to the underlying index could adversely affect the value of the notes.

n You have no shareholder rights.

n Investing in the notes is not equivalent to investing in the underlying index.

n The notes will not be listed on any securities exchange and secondary trading may be limited.

n The calculation agent, which is an affiliate of the issuer, will make determinations with respect to the notes.

n Citigroup Funding’s hedging and trading activity could potentially adversely affect the value of the notes.

n Special U.S. federal income tax rules will apply to U.S. holders.

Fact Sheet

The notes offered are senior unsecured obligations of Citigroup Funding Inc. Any payments due on the notes, including the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company. The notes will pay 0.50% per annum interest and have the terms described in this offering summary and the related pricing supplement, prospectus supplement and prospectus. Subject to the credit risk of Citigroup Inc., at maturity, we will pay, in principal, per note the principal amount of $1,000 plus a note return amount, if any, based on the final index return percentage. All payments due on the notes are subject to the credit risk of Citigroup Inc.

| Expected Key
Dates — Pricing date | Original issue date (settlement date) | Maturity date |
| --- | --- | --- |
| June , 2011 (expected to price on or about June 24, 2011, or if such day is not a scheduled index business day, the next succeeding
scheduled index business day). | June , 2011 (three business days after the pricing date) | December 21, 2016 |

Key Terms
Issuer:	Citigroup Funding Inc.
Guarantee:	Any payments due on the notes, include the repayment of principal, are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent
company.
Issue price:	$1,000 per note.
Principal amount:	$1,000 per note.
Denominations:	$1,000 per note and integral multiples thereof.
Aggregate principal amount:	$
Principal due at maturity:	Full principal amount due at maturity.
Interest:	Fixed per annum rate of 0.50%.
Interest payment date:	Semi-annually on each June and
December (expected to be the 21 st day of each month), beginning on December , 2011 (expected to be
December 21, 2011) and ending on the maturity date. Interest will be payable to the persons in whose names the notes are registered at the close of business on the business day preceding each interest payment date. If an interest payment date falls
on a day that is not a business day, the interest payment to be made on that interest payment date will be made on the next succeeding business day.
Underlying index:	The Dow Jones Industrial Average SM .
Underlying index publisher:	Dow Jones & Company, Inc.
Payment at maturity:	The principal payment at maturity per $1,000 principal amount will equal: $1,000 + note return amount. In no event will the principal payment at maturity be less than
$1,000.
Note return amount:	If the final index return percentage is greater than 0%, the note return amount for each note will equal the product of
(a) $1,000, (b) the final index return percentage, and (c) a participation rate of 100% to 110% (to be determined on the pricing date). If the
final index return percentage is less than or equal to 0%, the note return amount for each note will equal zero.
Participation rate:	100% to 110% (to be determined on the pricing date).
Final Index Return Percentage:	The sum of the eleven interim index return percentages divided by eleven.
Interim index return percentage:	On each valuation date: ending index value - starting index value starting index
value

May 2011 Page 3

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

| Expected Key
Dates — Pricing date | Original issue date (settlement date) |
| --- | --- |
| Starting index value: | The closing value of the underlying index on the pricing date. |
| Ending index value: | The closing value of the underlying index on the relevant valuation date. |
| Valuation Dates: | December , 2011; June , 2012; December , 2012; June , 2013; December
, 2013; June , 2014; December , 2014; June , 2015; December , 2015; June , 2016 and December
, 2016 (expected to be: December 27, 2011; June 25, 2012; December 24, 2012; June 24, 2013; December 24, 2013; June 24, 2014; December 24, 2014; June 24, 2015; December 24, 2015; June 24, 2016, and December 16,
2016) |
| Risk factors: | Please see “Risk Factors” beginning on page 8. |

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Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

| General
Information — Listing: | The notes will not be listed on any securities exchange. | |
| --- | --- | --- |
| CUSIP: | 17308CRW8 | |
| ISIN: | US17308CRW81 | |
| Certain U.S. federal income tax considerations: | The following summarizes certain U.S. federal income tax considerations for initial U.S. investors who hold the notes as capital
assets. Investors should refer to the accompanying pricing supplement related to this offering for additional information relating to U.S. federal income tax and consult their tax advisors in determining the tax consequences of an investment in the
notes, including the application of state, local and other tax laws and the possible effects of changes in federal or other tax laws. | |
| | • | U.S. holders will be required to accrue interest income on the notes at a predetermined rate, which is deemed to accrue on a daily basis (the
“Tax OID”) regardless of whether holders receive more, less or no payments on the notes in tax years prior to maturity. The amount of Tax OID is based on an assumed amount representing all amounts payable on the notes. |
| | • | If, during any taxable year, a U.S. holder receives actual payments with respect to the notes that in the aggregate are more than (or less than) the total amount of projected payments for
that taxable year, such holder will have additional (or a reduced amount of) interest income for that year. Accordingly, in any taxable year, a holder’s taxable interest income in respect of the notes may be more than, or less than, the cash a
holder receives. |
| | • | At maturity or upon a taxable disposition of the notes, a U.S. holder will realize gain equal to the difference between cash received upon maturity or such taxable disposition and the U.S.
holder’s adjusted tax basis in the notes. The adjusted tax basis in a note generally is its purchase price increased by any Tax OID previously accrued and decreased by the amount of any projected payments received by the holder according to the
projected payment schedule while holding the note (without regard to the actual amount paid). |
| | • | Any gain realized upon a sale, exchange or other disposition of the notes generally will be treated as ordinary income. |
| | • | Any loss realized by a U.S. holder upon a sale or disposition generally will be treated as an ordinary loss to the extent of the Tax OID inclusions with respect to the
notes. |
| | • | Any loss realized in excess of the Tax OID inclusion amount generally will be treated as capital loss. |
| | 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, exchange or other disposition of the notes will generally not be subject to U.S. income or withholding tax, provided that such payments and gain are not effectively connected with the conduct of a trade or business in the United
States by such holder and the holder complies with applicable certification requirements (generally, an IRS form W-8BEN). Further, if such holder does not comply with applicable certification requirements, such holder may be subject to backup
withholding. Notes beneficially owned by a non-U.S. holder who at the time of death
is neither a resident nor a citizen of the United States generally should not be subject to U.S. federal estate tax, provided that interest in the notes is not then effectively connected with the conduct of a trade or business in the United
States. You should refer to the accompanying pricing supplement related to this
offering for additional information relating to U.S. federal income tax treatment. You should also consult your own tax advisors to determine tax consequences particular to your situation. | |
| Trustee: | The Bank of New York Mellon. | |
| Use of proceeds and hedging: | The net proceeds received from the sale of the notes will be used for general corporate purposes and, in part, in connection with
hedging our obligations under the notes through one or more of our affiliates. On,
or prior to, the pricing date, we, through our affiliates or others, will hedge our anticipated exposure in connection with the notes by taking positions in futures or options contracts listed on major securities markets on the underlying index or
the stocks included in the underlying index, or positions in any other available securities or instruments that we may wish to use in connection with such hedging. Such purchase activity could increase the value of the underlying index, and,
accordingly, potentially increase the starting index value. For further information on our use of proceeds and hedging, see “Can You Tell Me More About the Effect of Citigroup Funding’s Hedging Activity?” in the accompanying pricing
supplement related to this offering of notes. | |
| 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 or affiliate’s 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 | |

May 2011 Page 5

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

| | 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 accompanying pricing supplement related to this offering for more
information. |
| --- | --- |
| Fees and selling concessions: | Citigroup Global Markets Inc. an affiliate of Citigroup Funding and the underwriter of the sale of the notes will receive an underwriting fee of
$35.00 for each note sold in this offering. From this underwriting fee, Citigroup Global Markets will pay selected dealers, including its affiliate Morgan Stanley Smith Barney LLC, and their financial advisors, collectively a fixed selling
concession of $35.00 for each note they sell, while selected dealers not affiliated with Citigroup Global Markets will receive a selling concession of up to $35.00 for each note they sell. Certain other broker-dealers affiliated with Citigroup
Global Markets, 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 will
receive a fixed sales commission, of $35.00 for each note they sell. The underwriting fee and selling concessions payable in connection with sales of the notes may be reduced for volume purchase discounts in accordance with the chart in
“Syndicate Information” below. Additionally, it is possible that
Citigroup Global Markets and its affiliates may profit from expected hedging activity related to this offering, even if the value of the notes declines. You should refer to Risk Factors below and Risk Factors Relating to the Notes and Plan of
Distribution; Conflicts of Interest in the accompanying pricing supplement for more information. |
| Supplemental information regarding plan of distribution; conflicts
of interest: | Citigroup Global Markets is an affiliate of Citigroup Funding. Accordingly, the offering of the notes will conform with the requirements addressing conflicts of interest when distributing the
securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory Authority. Client accounts over which Citigroup Inc., its subsidiaries or affiliates of its subsidiaries have investment discretion are NOT permitted to purchase
the notes, either directly or indirectly, without the prior written consent of the client. See “Plan of Distribution; Conflicts of Interest” in the accompanying pricing supplement related to this offering of notes. |
| Calculation agent: | Citigroup Global Markets Inc. |
| Contact: | Morgan Stanley Smith Barney clients may contact their local Morgan Stanley Smith Barney branch office or its principal executive offices at 1585 Broadway, New York, New York 10036 (telephone
number (866) 477-4776). All other clients may contact their local brokerage representative. Third-party distributors may contact Citi Structured Investment Sales at (212) 723-7005. |

Syndicate Information

The actual public offering price, the underwriting fee received by Citigroup Global Markets and the selling concession granted to selected dealers per note may be reduced for volume purchase discounts depending on the aggregate amount of notes purchased by a particular investor according to the following chart.

Syndicate Information

Aggregate Principal Amount of Notes for Any Single Investor	Price to Public per Note	Underwriting Fee per Note	Concession per Note
< $1,000,000	$1,000.00	$35.00	$35.00
>= $1,000,000 and <$3,000,000	$995.00	$30.00	$30.00
>=$3,000,000 and <$5,000,000	$992.50	$27.50	$27.50
>=$5,000,000	$990.00	$25.00	$25.00

Selling concessions allowed to dealers in connection with the offering may be reclaimed by the underwriter, if, within 30 days of the offering, the underwriter repurchases the notes distributed by such dealers.

The above Fact Sheet represents a summary of the terms and conditions of the notes. We encourage you to read the accompanying prospectus supplement, prospectus and pricing supplement for the notes, which can be accessed via the hyperlinks on the front page of this document, before you invest in the notes.

May 2011 Page 6

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

Hypothetical Payout on the Notes

The examples of hypothetical payments at maturity set forth below are intended to illustrate the effect of different ending index values of the Dow Jones Industrial Average SM on the amount you will receive in respect of the notes at maturity. All of the hypothetical examples are based on the following assumptions:

• Issue price: $1,000 per Note

• Principal amount: $1,000 per Note

• Starting index value: 12,000.00

• Hypothetical dividend yield on Dow Jones Industrial Average SM : 2.50%

• Hypothetical participation rate: 105%

• Interest rate: 0.50% per annum

• Term of the notes: 5.5 years

• The notes are held to maturity.

The following examples are for purposes of illustration only and would provide different results if different assumptions were applied. The actual amount you receive at maturity will depend on the actual note return amount, which, in turn, will depend on the actual final index return percentage and participation rate.

| Hypothetical Final Index Return Percentage (1) | Hypothetical Note Return Amount (2) | Hypothetical Payment
At Maturity (3) | Hypothetical Total Payments on the Notes (4) | Return on Dow Jones
Industrial Average SM (5) | Hypothetical Total Return On
The Notes |
| --- | --- | --- | --- | --- | --- |
| -100.00% | $0.00 | $1,002.50 | $1,027.50 | -86.25% | 2.75% |
| -50.00% | $0.00 | $1,002.50 | $1,027.50 | -36.25% | 2.75% |
| -40.00% | $0.00 | $1,002.50 | $1,027.50 | -26.25% | 2.75% |
| -30.00% | $0.00 | $1,002.50 | $1,027.50 | -16.25% | 2.75% |
| -20.00% | $0.00 | $1,002.50 | $1,027.50 | -6.25% | 2.75% |
| -17.50% | $0.00 | $1,002.50 | $1,027.50 | -3.75% | 2.75% |
| -15.00% | $0.00 | $1,002.50 | $1,027.50 | -1.25% | 2.75% |
| -12.50% | $0.00 | $1,002.50 | $1,027.50 | 1.25% | 2.75% |
| -10.00% | $0.00 | $1,002.50 | $1,027.50 | 3.75% | 2.75% |
| -7.50% | $0.00 | $1,002.50 | $1,027.50 | 6.25% | 2.75% |
| -5.00% | $0.00 | $1,002.50 | $1,027.50 | 8.75% | 2.75% |
| -2.50% | $0.00 | $1,002.50 | $1,027.50 | 11.25% | 2.75% |
| 0.00% | $0.00 | $1,002.50 | $1,027.50 | 13.75% | 2.75% |
| 2.50% | $26.25 | $1,028.75 | $1,053.75 | 16.25% | 5.37% |
| 5.00% | $52.50 | $1,055.00 | $1,080.00 | 18.75% | 8.00% |
| 7.50% | $78.75 | $1,081.25 | $1,106.25 | 21.25% | 10.63% |
| 10.00% | $105.00 | $1,107.50 | $1,132.50 | 23.75% | 13.25% |
| 12.50% | $131.25 | $1,133.75 | $1,158.75 | 26.25% | 15.88% |
| 15.00% | $157.50 | $1,160.00 | $1,185.00 | 28.75% | 18.50% |
| 17.50% | $183.75 | $1,186.25 | $1,211.25 | 31.25% | 21.13% |
| 20.00% | $210.00 | $1,212.50 | $1,237.50 | 33.75% | 23.75% |
| 30.00% | $315.00 | $1,317.50 | $1,342.50 | 43.75% | 34.25% |
| 40.00% | $420.00 | $1,422.50 | $1,447.50 | 53.75% | 44.75% |
| 50.00% | $525.00 | $1,527.50 | $1,552.50 | 63.75% | 55.25% |
| 100.00% | $1,050.00 | $2,052.50 | $2,077.50 | 113.75% | 107.75% |

(1) Hypothetical Final Index Return Percentage is based on a semi-annual average.

(2) Hypothetical Note Return Amount = $1,000.00 × Hypothetical Final Index Return Percentage × Hypothetical Participation Rate.

(3) Hypothetical Payment at Maturity = $1,000.00 + Hypothetical Note Return Amount + Semi-annual interest payment for the last interest period (i.e . $2.50).

May 2011 Page 7

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

(4) Hypothetical Total Payments on the Notes = $1,000.00 + Hypothetical Note Return Amount + Semi-annual interest payments for 5.5 years at the interest rate of 0.50% per annum (i.e. $27.50).

(5) Hypothetical Total Return on Dow Jones Dow Jones Industrial Average SM is based on the Hypothetical Final Index Return Percentage and assumes that hypothetical annual dividend yield on the Dow Jones Dow Jones Industrial Average SM is not compounded annually and not re-invested.

May 2011 Page 8

Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

due December 21, 2016

Payment at Maturity

Subject to the credit risk of Citigroup Inc., at maturity you will receive a principal payment of at least $1,000 plus the note return amount, if any. The notes are senior unsecured obligations of Citigroup Funding. All payments on the notes are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company, and are subject to the credit risk of Citigroup Inc.

The note return amount will be based on the final index return percentage. If the final index return percentage is greater than 0%, the note return amount will be calculated as follows:

note return amount = $1,000 × final index return percentage × participation rate

where,

final index return percentage	=	The arithmetic average of the eleven interim index return percentages
interim index return percentage	=	the percentage change in the closing value of the Dow Jones Industrial Average SM from the pricing date to the relevant valuation date expressed as the following fraction: ending index value — starting index value starting index value
starting index value	=	the closing value of the underlying index on the pricing date
ending index value	=	the closing value of the underlying index on the relevant valuation date
participation rate	=	100% to 110% (to be determined on the pricing date)

In no circumstance will you participate in more than 100% to 110% (to be determined on the pricing date) of the final index return percentage.

If the final index return percentage is less than or equal to 0%, the note return amount will be zero and you will receive only the principal amount.

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Risk Factors

The following is a non-exhaustive list of certain key risk factors for investors in the notes. For further discussion of these and other risks you should read the section entitled “Risk Factors Relating to the Notes” in the accompanying pricing supplement related to this offering and “Risk Factors” in the accompanying prospectus supplement. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the notes.

n The return on your investment in the notes may be zero. If the final index return percentage is equal to or less than 0%, subject to the credit risk of Citigroup Inc., you will receive a principal payment of only $1,000 for each note you hold at maturity, even if the closing value of the underlying index is greater than the starting index value at one or more times during the term of the notes.

n Secondary market sales of the notes may result in a loss of principal. You will be entitled to receive at least the full principal amount of your notes, subject to the credit risk of Citigroup Inc., only if you hold the notes to maturity. The market value of the notes may fluctuate, and if you sell your notes in the secondary market prior to maturity, you may receive less than your initial investment.

n Negative interim index return percentages may offset positive interim index return percentages. The notes provide for the payment at maturity of the note return amount, which may be positive or zero and which will be based on the final index return percentage. The final index return percentage will equal the arithmetic average of the eleven interim index return percentages. If the ending index value decreases during one or more periods from the pricing date to the applicable valuation dates resulting in one or more negative interim index return percentages, such negative interim index return percentages could offset entirely any positive interim index return percentages generated by increases in the ending index value during one or more periods from the pricing date to the applicable valuation dates. If any negative interim index return percentages offset entirely any positive interim index return percentages, the final index return percentage will equal 0% and you will receive no return on your notes. Because of the possibility of a zero return, the notes may provide less opportunity for return than an investment in a similar security that would allow you to participate directly in the appreciation of the underlying index or in some or all of the stocks included in the underlying index.

n Potential for a lower comparative yield. If the final index return percentage is less than approximately %, the yield on the notes will be less than that which would be payable on a conventional fixed-rate debt security of Citigroup Funding (guaranteed by Citigroup Inc.) of comparable maturity.

n Market price of the notes may be influenced by many unpredictable factors. Numerous factors will influence the value of the notes in the secondary market and the price at which Citigroup Global Markets may be willing to purchase or sell the notes in the secondary market, including: the value and volatility of the underlying index, the price and volatility of the stocks that underlie the underlying index, geopolitical conditions and economic, financial, political and regulatory or judicial events that affect the stocks that underlie the underlying index, or the stock markets generally, and that may affect the value of the underlying index, interest and yield rates in the market, the time remaining to maturity, the dividend rate on the stocks that underlie the underlying index and any actual or anticipated changes in the credit ratings or credit spreads of Citigroup Inc. As a result, the market value of the notes will vary and may be less than the original issue price at any time prior to maturity and sale of the notes prior to maturity may result in a loss.

n The notes are subject to the credit risk of Citigroup Inc. and any actual or anticipated changes to its credit ratings or credit spreads may adversely affect the market value of the notes. You are subject to the credit risk of Citigroup Inc. The notes are not guaranteed by any entity other than Citigroup Inc. If Citigroup Inc. defaults on its guarantee obligations under the notes, your investment would be at risk and you could lose some or all of your investment. As a result, the market value of the notes will be affected by changes in the market’s view of Citigroup Inc.’s creditworthiness. Any decline, or anticipated decline, in Citigroup Inc.’s credit ratings or increase, or anticipated increase, in the credit spreads charged by the market for taking Citigroup Inc. credit risk is likely to adversely affect the market value of the notes.

n The inclusion of underwriting fees and projected profit from hedging in the original issue price is likely to adversely affect secondary market prices. Assuming no change in market conditions or any other relevant factors, the price, if any, at which Citigroup Global Markets is willing to purchase the notes in secondary market transactions will likely be lower than the original issue price, since the original issue price will include, and secondary market prices are likely to exclude, underwriting fees paid with respect to the notes, as well as the cost of hedging our obligations under the notes. The cost of hedging includes the projected profit that our affiliates may realize in consideration for assuming the risks inherent in managing the hedging transactions. The secondary market prices for the notes are also likely to be reduced by the costs of unwinding the related hedging transaction. Our affiliates may realize a profit from the expected hedging activity even if the market value of the notes declines. In addition, any secondary market prices may differ from values determined by pricing models used by Citigroup Global Markets, as a result of dealer discounts, mark-ups or other transaction costs.

n Adjustments to the underlying index could adversely affect the value of the notes. The publisher of the underlying index can add, delete or substitute the stocks underlying the index, and can make other methodological changes required by certain events relating to the underlying stocks, such as stock dividends, stock splits, spin-offs, rights offerings and extraordinary dividends, that could change the value of the underlying index. The publisher of the underlying index may also discontinue or suspend calculation or publication of the underlying index at any time. Any of these actions could adversely affect the value of the notes. Where the underlying index is discontinued, Citigroup Global Markets, as the calculation agent, will have the sole discretion to substitute a successor index that is comparable to the underlying index and is not precluded from considering indices that are calculated and published by Citigroup Global Markets or any of its affiliates.

n You have no shareholder rights. As an investor in the notes, you will not have voting rights or rights to receive dividends or other distributions or any other rights with respect to the stocks that underlie the index.

n Investing in the notes is not equivalent to investing in the underlying index. Investing in the notes is not equivalent to investing in the underlying index or its component stocks. See “Hypothetical Payout on the Notes” above.

n The notes will not be listed on any securities exchange and secondary trading may be limited. The notes will not be listed on any securities exchange. Therefore, there may be little or no secondary market for the notes. Citigroup Global Markets may, but is not obligated to, make a market in the notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because we do not expect that other broker-dealers will participate significantly in the secondary market for the notes, the price at which you may be able to trade your notes is likely to depend on the price, if any, at which Citigroup Global Markets is willing to transact. If, at any time, Citigroup Global Markets were not to make a market in the notes, it is likely that there would be no secondary market for the notes. Accordingly, you should be willing to hold your notes to maturity.

n The calculation agent, which is an affiliate of the issuer, will make determinations with respect to the notes. Citigroup Global Markets Inc., which is acting as the calculation agent for the notes, is an affiliate of ours. As calculation agent, Citigroup Global Markets will determine the starting index value, the ending index values, interim index return percentages, and final index return percentage, as applicable, and will calculate the amount you will receive at maturity. Any of these determinations made by Citigroup Global Markets, in its capacity as calculation agent, including with respect to the occurrence or non-occurrence of market disruption events and the calculation of any value of the underlying index in the event of the unavailability, modification or discontinuance of the underlying index, may adversely affect the payment to you at maturity.

n Citigroup Funding’s hedging and trading activity could potentially adversely affect the value of the notes. We expect to hedge our obligations under the notes (and possibly to other instruments linked to the underlying index or the stock underlying it) through one or more of our affiliates. This hedging activity will likely involve trading in one or more of the stocks included in the Dow Jones Industrial Average SM or in other instruments, such as options, swaps or futures, based upon the Dow Jones Industrial Average SM or the stocks included in the Dow Jones Industrial Average SM , or by taking positions in any other available securities or instruments that we may wish to use in connection with such hedging. This hedging activity may present a conflict between your interest in the notes and the interests we and our affiliates have in executing, maintaining and adjusting our hedge transactions because it could affect the value of the Dow Jones Industrial Average SM and, therefore, the determination of the payment due at maturity. It could also be adverse to your interest if it affects the price at which our affiliate Citigroup Global Markets Inc. may be willing to purchase your notes in the secondary market. Since hedging our obligation under the

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Market-Linked Notes Based on the Value of the Dow Jones Industrial Average SM

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notes involves risk and may be influenced by a number of factors, it is possible that we or our affiliates may profit from our hedging activity, even if the market value of the notes declines.

n Special U.S. federal income tax rules will apply to U.S. holders. The notes will be treated by Citigroup Funding as contingent payment debt obligations of Citigroup Funding, and by accepting a note, each holder of a note agrees to this treatment of the note. Special U.S. federal income tax rules apply to contingent payment debt obligations. Under these rules, a U.S. holder will be required to accrue interest income on the note regardless of whether U.S. holders will receive more or less payments with respect to the note before maturity and regardless of whether the U.S. holder uses the cash or accrual method of tax accounting. In addition, upon the sale, exchange or other disposition of a note, including redemption of the note at maturity, a U.S. holder generally will be required to treat any gain recognized upon the disposition of the note as ordinary income, rather than capital gain. You should refer to the section “Certain United States Federal Income Tax Considerations” in the accompanying pricing supplement related to this offering for more information

Information about the Underlying Index

The Dow Jones Industrial Average SM . Unless otherwise stated, all information on the Dow Jones Industrial Average SM provided in this pricing supplement is derived from Dow Jones Indexes, the marketing name and a licensed trademark of CME Group Index Services LLC (“CME”). The Dow Jones Industrial Average SM is a price-weighted index, which means an underlying stock’s weight in the Dow Jones Industrial Average SM is based on its price per share rather than the total market capitalization of the issuer. The Dow Jones Industrial Average SM is designed to provide an indication of the composite performance of 30 common stocks of corporations representing a broad cross-section of U.S. industry. The corporations represented in the Dow Jones Industrial Average SM tend to be market leaders in their respective industries and their stocks are typically widely held by individuals and institutional investors.

The Dow Jones Industrial Average SM is maintained by an Averages Committee comprised of the Managing Editor of The Wall Street Journal, the head of Dow Jones Indexes research and the head of CME Group research. The Averages Committee was created in March 2010, when Dow Jones Indexes became part of CME Group Index Services, LLC, a joint venture company owned 90% by CME Group Inc. and 10% by Dow Jones & Company. Generally, composition changes occur only after mergers, corporate acquisitions or other dramatic shifts in a component’s core business. When such an event necessitates that one component be replaced, the entire index is reviewed. As a result, when changes are made they typically involve more than one component. While there are no rules for component selection, a stock typically is added only if it has an excellent reputation, demonstrates sustained growth, is of interest to a large number of investors and accurately represents the sector(s) covered by the average.

Changes in the composition of the Dow Jones Industrial Average SM are made entirely by the Averages Committee without consultation with the corporations represented in the Dow Jones Industrial Average SM , any stock exchange, any official agency or Citigroup Funding Inc. Although changes to the common stocks included in the Dow Jones Industrial Average SM tend to be made infrequently, the underlying stocks of the Dow Jones Industrial Average SM may be changed at any time for any reason. The corporations currently represented in the Dow Jones Industrial Average SM are incorporated in the United States and its territories and their stocks are listed on the New York Stock Exchange and NASDAQ.

License agreement between Dow Jones & Company, Inc. and Citigroup Global Markets. The “Dow Jones Industrial Average SM ” is a product of Dow Jones Indexes, the marketing name and a licensed trademark of CME Group Index Services LLC (“CME “) and has been licensed for use. “Dow Jones ® ”, “Dow Jones Industrial Average SM ”, “Dow Jones Indexes” and “DJIA” are service marks of Dow Jones Trademark Holdings LLC (“Dow Jones”), have been licensed to CME and have been sublicensed for use for certain purposes by Citigroup Global Markets Inc. and its affiliates (the “Licensee”). The notes are not sponsored, endorsed, sold or promoted by Dow Jones, CME or their respective affiliates (collectively the “Corporations”) and the Corporations make no representation regarding the advisability of investing in the notes.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE DOW JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN AND THE CORPORATIONS SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. THE CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE LICENSEE, HOLDERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE DOW JONES INDUSTRIAL AVERAGE SM OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES, EVEN IF NOTIFIED OF THE POSSIBILITY THEREOF. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN CME AND THE LICENSEE, OTHER THAN THE LICENSORS OF CME.

All disclosures contained in this document regarding the Dow Jones Industrial Average SM , including its makeup, method of calculation and changes in its components, are derived from publicly available information prepared by Dow Jones. None of Citigroup Funding, Citigroup Inc., Citigroup Global Markets Inc. or the trustee assumes any responsibility for the accuracy or completeness of such information.

Historical Information.

The following table presents the published high and low closing values, as well as the end-of-quarter closing values, of the underlying index from January 3, 2006 through May 27, 2011. The closing value of the underlying index on May 27, 2011 was 12,441.58. We obtained these closing values and other information below from Bloomberg Financial Markets, without independent verification. The underlying index experiences periods of high volatility, and you should not take the historical values of the underlying index as an indication of future performance.

Dow Jones Industrial Average SM
2006
First	11,317.43	10,667.39	11,109.32
Second	11,642.65	10,706.14	11,150.22
Third	11,718.45	10,739.35	11,679.07
Fourth	12,510.57	11,670.35	12,463.15
2007
First	12,786.64	12,050.41	12,354.35
Second	13,676.32	12,382.30	13,408.62
Third	14,000.41	12,845.78	13,895.63
Fourth Quarter	14,164.53	12,743.44	13,264.82
2008
First	13,056.72	11,740.15	12,262.89
Second	13,058.20	11,346.51	11,350.01
Third	11,782.35	10,365.45	10,850.66
Fourth	10,831.07	7,552.29	8,776.39
2009

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Dow Jones Industrial Average SM — First	9,034.69	6,547.05	7,608.92
Second	8,799.26	7,761.60	8,447.00
Third	9,829.87	8,146.52	9,712.28
Fourth	10,548.51	9,487.67	10,428.05
2010
First	10,907.42	9,908.39	10,856.63
Second	11,205.03	9,774.02	9,774.02
Third	10,860.26	9,686.48	10,788.05
Fourth	11,585.38	10,751.27	11,577.51
2011
First	12,391.25	11,613.30	12,319.73
Second (through May 27)	12,,810.26	12,201.59	12,441.58

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