CITIGROUP INC — Capital/Financing Update 2011

Jun 13, 2011

Pricing sheet dated June 10, 2011 relating to Amended and Restated Offering Summary No. 2011-MTNDG0053 dated June 2, 2011 Registration Statement Nos. 333-172554 and 333-172554-01 Filed pursuant to Rule 433

STRUCTURED INVESTMENTS

Opportunities in U.S. and International Equities

537,307 PLUS Based on the Price of the Market Vectors SM Gold Miners Exchange-Traded Fund due June 20, 2012

Performance Leveraged Upside Securities SM

PRICING TERMS – JUNE 10, 2011 — Issuer:	Citigroup Funding Inc.
Guarantee:	Any payments due on the PLUS are fully and unconditionally guaranteed by Citigroup Inc., Citigroup Funding’s parent company; however, because the PLUS are not principal protected, you may receive an amount at maturity that is substantially less than the stated principal amount of your initial investment and could be zero.
Aggregate principal amount:	$5,373,070
Stated principal amount:	$10 per PLUS
Issue price:	$10 per PLUS (see “Underwriting fee and issue price” below)
Pricing date:	June 10, 2011
Original issue date:	June 15, 2011
Maturity date:	June 20, 2012
Underlying shares:	Shares of the Market Vectors SM Gold Miners Exchange-Traded Fund (NYSE Arca symbol: “GDX”)
Share underlying index:	NYSE Arca Gold Miners Index
Payment at maturity:	If the final share price is greater than the initial share price, • $10 + leveraged upside payment In no event will the payment at maturity exceed the maximum payment at maturity. If the final share price is less than or equal to the initial share price, • $10 x share performance factor This amount will be less than or equal to the stated principal amount of $10 and could be zero. There is no minimum payment at maturity on the PLUS.
Maximum payment at maturity:	$12.80 per PLUS (128% of the stated principal amount)
Leveraged upside payment:	$10 x leverage factor x share percent increase
Leverage factor:	200%
Share percent increase:	(final share price – initial share price) / initial share price
Share performance factor:	final share price / initial share price
Initial share price:	$53.43, the closing price of one underlying share on the pricing date.
Final share price:	The closing price of one underlying share on the valuation date.
Valuation date:	June 15, 2012, subject to postponement for non-trading days and certain market disruption events.
CUSIP:	17317U816
ISIN:	US17317U8163
Listing:	The PLUS will not be listed on any securities exchange.
Underwriter:	Citigroup Global Markets Inc., an affiliate of the issuer. See “Fact sheet—Supplemental information regarding plan of distribution; conflicts of interest” in the related amended and restated offering summary.
Underwriting fee and issue price:	Price to public	Underwriting fee (1)	Proceeds to issuer
Per PLUS	$10.00	$0.12	$9.88
Total	$5,373,070.00	$64,476.84	$5,308,593.16

(1) Citigroup Global Markets, an affiliate of Citigroup Funding and the underwriter of the sale of the PLUS, will receive an underwriting fee of $0.12 from Citigroup Funding for each PLUS 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 $0.12 for each PLUS they sell. See “Fact Sheet—Fees and selling concessions” in the related amended and restated offering summary.

You should read this document together with the offering summary describing the offering and the PLUS product supplement, prospectus supplement and prospectus, each of which can be accessed via the hyperlinks below.

Amended and Restated Offering Summary filed on June 3, 2011:

EFPlaceholder http://www.sec.gov/Archives/edgar/data/1318281/000095010311002168/dp22916_fwp-gdxplus.htm

PLUS Product Supplement filed on May 16, 2011:

EFPlaceholder http://www.sec.gov/Archives/edgar/data/831001/000119312511141342/d424b2.htm

Prospectus and Prospectus Supplement filed on May 12, 2011:

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

The PLUS 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 PLUS product supplement, prospectus supplement and prospectus) with the Securities and Exchange Commission (“Commission”) for the offering to which this communication relates. Before you invest, you should read the PLUS product supplement, prospectus supplement and prospectus in that registration statement (File No. 333-172554) and the other documents Citigroup Funding Inc. and Citigroup Inc. have filed with the Commission for more complete information about Citigroup Funding Inc., Citigroup Inc. and this offering. You may get these documents for free by visiting EDGAR on the Commission’s website at www.sec.gov. Alternatively, you can request the PLUS product supplement and related prospectus supplement and prospectus by calling toll-free 1-877-858-5407.