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Citigroup Announces Reference Yield and Total Consideration for Note Tender Offer

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Citigroup Inc. (“Citigroup“) announced today the Reference Yield and Total Consideration for the previously announced cash tender offer (the “Offer“) with respect to the Notes listed in the table below (the “Notes“).

This Offer is consistent with Citigroup’s liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. Since 2013, Citigroup redeemed or retired U.S. $19.6 billion of securities, excluding exchanged securities, of which U.S. $7.3 billion was redeemed or retired in 2014, reducing Citigroup’s overall funding costs. Citigroup will continue to consider opportunities to redeem or repurchase securities, based on several factors, including without limitation, the economic value, potential impact on Citigroup’s net interest margin and borrowing costs, the overall remaining tenor of Citigroup’s debt portfolio, capital impact, as well as overall market conditions.

The Offer is being made pursuant to the offer to purchase dated August 22, 2014 (as may be amended or supplemented from time to time, the “Offer to Purchase“), and the related letter of transmittal (as may be amended or supplemented from time to time, the “Letter of Transmittal“) which set forth in more detail the terms and conditions of the Offer. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.

The Total Consideration and Tender Offer Consideration for the Notes were determined based on the Reference Yield as of 2:00 p.m., New York City time, on September 8, 2014, in accordance with the terms set forth in the Offer to Purchase by reference to the Fixed Spread and the Reference U.S. Treasury Security as follows:

Fixed

Reference U.S.

Bloomberg Spread
Title of Maximum Treasury Reference Reference (basis Tender Offer Total
Security CUSIP / ISIN Tender Cap Security page Yield points) Consideration Consideration
6.125% 172967EM9/ $700,000,000 0.875% FIT1 0.994% +82 bps $1,101.72 $1,131.72
Notes due US172967EM99 Treasury due
2017 August 15,
2017

The Early Tender Date and Withdrawal Date for the Offer has now passed. The Total Consideration, together with Accrued Interest, will be paid to Holders of Notes that were validly tendered on or prior to previously announced Early Tender Date of 5:00 p.m., New York City time, on September 5, 2014 and are accepted for purchase. Holders of Notes that are validly tendered after the Early Tender Date and accepted for purchase will receive the Tender Offer Consideration for the Notes, which is equal to the Total Consideration minus the Early Tender Premium.

The Expiration Date for the Offer continues to be 11:59 p.m., New York City time, on September 19, 2014, unless extended or earlier terminated. Payment for Notes accepted for purchase will be made on the settlement date, which is anticipated to be September 24, 2014.

The obligation of Citigroup to accept for purchase, and to pay the Tender Offer Consideration or the Total Consideration, as the case may be, for Notes validly tendered pursuant to the Offer is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase. Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.

Citigroup has retained its affiliate, Citigroup Global Markets Inc., to serve as the sole dealer manager for the Offer. Global Bondholder Services Corporation has been retained to serve as the depositary and information agent with respect to the Notes.

For additional information regarding the terms of the Offer, please contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212) 723-6106. Requests for documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 807-2200 (toll free) or (212) 430-3774 (collect).

The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on August 22, 2014 and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on August 26, 2014. Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at no charge from Global Bondholder Services Corporation.

None of Citigroup, its board of directors, the dealer manager, the depository or the information agent makes any recommendation as to whether any Holder of the Notes subject to the Offer should tender or refrain from tendering all or any portion of the principal amount of the Notes.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes nor is it a solicitation for acceptance of the Offer. Citigroup is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offer is not being made to (nor will tenders of Notes be accepted from or on behalf of) holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This announcement must be read in conjunction with the Offer to Purchase and, where applicable, the related Letter of Transmittal.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or within Article 43(2) of the Order, or high net worth companies, and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order.

Citigroup, the leading global bank, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Citigroup provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation the anticipated consummation and successful completion of the Offer (including the satisfaction of the conditions described in the Offer to Purchase), the possible further amendment, extension or abandonment of the Offer, and Citigroup’s continued successful execution of its liability management strategy, are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the level of participation in the Offer, and (ii) the precautionary statements included in this release and those contained in Citigroup’s filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” section of Citigroup’s 2013 Annual Report on Form 10-K.

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