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Citigroup Announces Expiration and Final Tender Results of Offer to Purchase a Series of Outstanding Notes

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Citigroup Inc. (“Citigroup“) announced today the expiration and final tender results of its previously announced cash tender offer (the “Offer“) with respect to the series of notes listed in the table below (the “Notes“).

This Offer, in which Notes totaling U.S. $267,946,000 are being accepted, is consistent with Citigroup’s liability management strategy, and reflects 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.

As the Expiration Date for the Offer was September 19, 2014, the deadline for tendering Notes pursuant to the Offer has now passed. Holders of Notes that were validly tendered pursuant to the Offer as of the Early Tender Date will be entitled to receive the Total Consideration, which is inclusive of the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date. Holders of Notes that were validly tendered after the Early Tender Date will be entitled to receive the Tender Offer Consideration, which is equal to the Total Consideration less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Settlement Date. The Settlement Date is expected to occur on September 24, 2014.

The following table sets forth the aggregate principal amount of the Notes that was validly tendered and not validly withdrawn prior to the Expiration Date, as well as the aggregate principal amount of the Notes that was accepted for purchase.

Title of Security

CUSIP / ISIN

Exchange
Listing

Principal
Amount
Outstanding

Maximum
Tender Cap

Aggregate
Principal Amount
Tendered Pursuant
to the Offer

Aggregate
Principal Amount
Accepted Pursuant
to the Offer

6.125% Notes due 2017

172967EM9/ US172967EM99

Luxembourg Stock Exchange

$3,865,935,000

$700,000,000 $267,946,000 $267,946,000

The Offer was made pursuant to the offer to purchase dated August 22, 2014 (as amended or supplemented through the Expiration Date, the “Offer to Purchase“), and the related letter of transmittal (as amended or supplemented through the Expiration Date, 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.

Citigroup retained its affiliate, Citigroup Global Markets Inc., to serve as the sole dealer manager for the Offer. Global Bondholder Services Corporation was retained to serve as the depositary and information agent with respect to the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained at no charge from Global Bondholder Services Corporation.

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 made the Offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offer has not been made to (nor have tenders of Notes been 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.

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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 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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