Citigroup Announces Expiration and Final Tender Results of Offers to Purchase Specified Series of Outstanding Notes

Citigroup Inc. (“Citigroup”) announced today the expiration and final tender results of its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) with respect to the series of notes set forth in the first table on the front cover of Citigroup’s Offer to Purchase, dated April 27, 2016 (the “Offer to Purchase”) under the heading “Any and All Notes” (the “Any and All Notes”) and the second table on the front cover of the Offer to Purchase under the heading “Maximum Tender Notes” (the “Maximum Tender Notes,” and together with the Any and All Notes, the “Notes,” and each a “series” of Notes).

These Offers, in which Notes totaling an aggregate amount of approximately $2,295,777,000 are being accepted, are consistent with Citigroup’s liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. Since 2014, Citigroup redeemed or retired $28.9 billion of securities, reducing Citigroup’s overall funding costs. Citigroup will continue to consider opportunities to redeem or repurchase securities based on several factors, including, without limitation, economic value, potential impact on Citigroup’s net interest margin and borrowing costs, overall remaining tenor of Citigroup’s debt portfolio, capital impact, and overall market conditions.

The final Settlement Date (the “Final Settlement Date”) is expected to occur on May 27, 2016 for all series of Notes.

As the Expiration Date for the Offers was May 24, 2016, the deadline for tendering Notes pursuant to the Offers has now passed.

Citigroup accepted an aggregate principal amount of approximately $17,661,000 of the Any and All Notes on the Early Tender Date and purchased such Any and All Notes on the Early Settlement Date. Citigroup has accepted for purchase all 5.875% Notes due 2037 and 6.875% Notes due 2038 validly tendered after the Early Tender Date, but on or prior to the Expiration Date, in an aggregate principal amount of $10,000 and $52,000, respectively. Holders of these Any and All Notes are entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to such Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Final Settlement Date.

Citigroup accepted an aggregate principal amount of approximately $2,276,212,000 of the Maximum Tender Notes on the Early Tender Date and purchased such Maximum Tender Notes on the Early Settlement Date. Citigroup has accepted for purchase all 2.550% Notes due 2019 and 5.875% Notes due 2033 validly tendered after the Early Tender Date, but on or prior to the Expiration Date, in an aggregate principal amount of $1,250,000 and $592,000, respectively. Holders of these Maximum Tender Notes are entitled to receive the applicable Tender Offer Consideration which is equal to the Total Consideration applicable to such Notes less the Early Tender Premium, plus accrued and unpaid interest to, but not including, the Final Settlement Date.

Because the aggregate principal amount of the 2.500% Notes due 2019, 3.375% Notes due 2023, 3.875% Notes due 2023, 3.750% Notes due 2024, 6.000% Notes due 2033, 4.950% Notes due 2043 and 5.300% Notes due 2044 tendered at or prior to the Early Tender Date were equal to or exceeded the applicable Maximum Series Tender Cap for such series, Citigroup has not accepted for purchase any additional Notes of these series tendered after the Early Tender Date. Citigroup expects to return any Maximum Tender Notes tendered but not accepted for purchase on May 27, 2016.

The following tables set forth the aggregate principal amount of each series of Notes that was outstanding immediately prior to the Expiration Date and that was validly tendered and was accepted for purchase on or prior to the Expiration Date.

Any and All Notes

Maximum Tender Notes

The Offers were made pursuant to the Offer to Purchase dated April 27, 2016 (as amended or supplemented through the Expiration Date, the "Offer to Purchase") and the related letter of transmittal, which set forth in more detail the terms and conditions of the Offers. 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 Offers. Global Bondholder Services Corporation was retained to serve as the depositary and information agent.

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 any of the Offers. Citigroup made the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related letter of transmittal. The Offers have 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 Offers 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 of the Offers 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 Offers, 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 2015 Annual Report on Form 10-K.

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