Citigroup Inc. Announces Cash Tender Offers

Citigroup Inc. (“Citigroup”) today announced the commencement of its offers to purchase for cash (i) any and all of Citigroup’s notes set forth in the first table below, under the heading “Any and All Notes” (the “Any and All Notes”) and (ii) the series of Citigroup’s notes set forth in the second table below, under the heading “Maximum Tender Notes,” (the “Maximum Tender Notes,” together with the Any and All Notes, the “Notes,” and each series, a “series of Notes”) up to the aggregate principal amount with respect to each series of Maximum Tender Notes as set forth in the second table below (each, a “Maximum Series Tender Cap”). The offers to purchase the Notes are referred to as the “Offers.”

The Offers 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 U.S. $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, 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.

Any and All Notes

Maximum Tender Notes

The Offers are being made pursuant to the offer to purchase dated April 27, 2016 (the “Offer to Purchase,” as may be amended or supplemented from time to time), and the related letter of transmittal (the “Letter of Transmittal,” as may be amended or supplemented from time to time) which set forth in more detail the terms and conditions of the Offers.

The Offers will expire at 11:59 p.m., New York City time, on May 24, 2016, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Date”). Subject to the terms and conditions set forth in the Offer to Purchase and the Letter of Transmittal, Holders of Notes that are validly tendered on or prior to 5:00 p.m., New York City time, on May 10, 2016, unless extended (such date and time, as the same may be extended, the “Early Tender Date”) and accepted for purchase shall be entitled to receive the total consideration calculated in the manner set forth in the Offer to Purchase (the “Total Consideration”), which includes an early tender premium in the amount indicated in the table above (the “Early Tender Premium”). The Total Consideration with respect to each series of Notes will be equal to the price, determined in accordance with standard market practice, as described in the Offer to Purchase, that equates to a yield to maturity equal to the applicable fixed spread specified for each such series of Notes over the applicable reference yield, which shall be based on the bid-side price of the applicable Reference U.S. Treasury security, as of 2:00 p.m., New York City time, on May 11, 2016, (such date and time with respect to an Offer, as the same may be extended with respect to such Offer, the "Price Determination Date"), using a fixed spread pricing formula, as described in the Offer to Purchase.

Subject to the terms and conditions set forth in the Offer to Purchase, Holders of Notes that are validly tendered after the Early Tender Date but on or before the Expiration Date and accepted for purchase will receive only the tender offer consideration, which is equal to the Total Consideration minus the Early Tender Premium (the “Tender Offer Consideration”).

Notes tendered may be withdrawn at any time prior to the earlier of 5:00 p.m., New York City time, on May 10, 2016, unless extended (such date and time, as the same may be extended, the “Withdrawal Date”), but not thereafter.

Subject to the terms and conditions of the Offers, Citigroup is offering to purchase the aggregate principal amount of each series of Maximum Tender Notes up to the applicable Maximum Series Tender Cap set forth in the table above. If the aggregate principal amount of Maximum Tender Notes of any series validly tendered in the Offer exceeds the Maximum Series Tender Cap of such series, then, subject to the terms and conditions of the Offer, Citigroup will accept tendered Maximum Tender Notes of such series on a pro rata basis as described in the Offer to Purchase.

Payment for Notes validly tendered at or prior to the Early Tender Date and not validly withdrawn at or prior to the Withdrawal Date, and accepted by Citigroup for purchase in the Offers, will be after the Early Tender Date but prior to the Expiration Date (the “Early Settlement Date”), expected to be May 13, 2016. Payment for Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and accepted by Citigroup for purchase in the Offers, will be promptly after the Expiration Time (the “Final Settlement Date”), expected to be May 27, 2016. Payment for purchased Notes will include accrued and unpaid interest from, and including, the last interest payment date for the applicable series of Notes up to, but not including the Early Settlement Date or Final Settlement Date, as applicable.

Subject to applicable law, Citigroup may increase the Maximum Series Tender Cap for any series of Maximum Tender Notes at any time prior to the Final Settlement Date.

The obligation of Citigroup to accept for purchase, and to pay for Notes validly tendered pursuant to the Offers 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 Offers. 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 Offers, please contact Citigroup Global Markets Inc. at either (800) 558-3745 (toll free) or (212) 723-6106. Requests for copies of the Offer to Purchase and the Letter of Transmittal 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).

None of Citigroup, its board of directors, the dealer manager, the depositary, the information agent or the trustee makes any recommendation as to whether any holder of the Notes 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 these Notes, nor is it a solicitation for acceptance of the Offers. Citigroup is making the Offers only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The Offers are 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 to other persons to whom it may lawfully be communicated in accordance with 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 Offers (including the satisfaction of the conditions described in the Offer to Purchase), the possible amendment, extension or abandonment of the Offers, and Citigroup’s 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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