Citigroup : Announces Early Tender Results of Offers to Purchase Specified Series of Outstanding Notes

Citigroup Inc. (“Citigroup”) announced today the aggregate principal amounts of the notes set forth in the first table below (the “Any and All Notes”) and the second table below (the “Maximum Tender Notes”) that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on December 15, 2016 (the “Early Tender Date”) pursuant to its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) (the Any and All Notes and the Maximum Tender Notes, the “Notes”). All Notes that have been validly tendered at or prior to the Early Tender Date and are accepted in the Offers will be purchased, retired and cancelled by Citigroup on the early settlement date, which is expected to occur on December 20, 2016 (the “Early Settlement Date”).

The following tables set forth details of the Notes that are subject to the Offers and the aggregate principal amounts of Notes that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on the Early Tender Date.

The Offers are being made pursuant to the offer to purchase dated December 2, 2016 (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 Offers. Capitalized terms used but not otherwise defined in this announcement shall have the meaning given to them in the Offer to Purchase.

The Early Tender Date for the Offers has now passed. All of the Any and All Notes that were validly tendered at or prior to the Early Tender Date will be accepted for purchase on the Early Settlement Date.

Because the aggregate principal amount of the 6.125% Subordinated Notes due 2036, the 5.300% Subordinated Notes due 2044 and the 4.650% Notes due 2045 tendered at or prior to the Early Tender Date exceeded the applicable Maximum Series Tender Cap, Citigroup will not accept for purchase any additional Maximum Tender Notes of these series tendered after the Early Tender Date. All of the Maximum Tender Notes of these series that were validly tendered at or prior the Early Tender Date will be prorated and accepted for purchase on the Early Settlement Date up to the applicable Maximum Series Tender Cap. All Maximum Tender Notes not accepted for purchase as a result of prorationing will be rejected from the Maximum Tender Offer and returned to the tendering holder.

Because the aggregate principal amount of the 5.875% Subordinated Notes due 2033 tendered at or prior to the Early Tender Date did not exceed the Maximum Series Tender Cap, Citigroup will continue to accept for purchase Maximum Tender Notes of this series up to the applicable Maximum Series Tender Cap (subject to possible proration). All of the Maximum Tender Notes of this series that were validly tendered at or prior the Early Tender Date will be accepted for purchase on the Early Settlement Date. Holders of this series of Maximum Tender Notes that are validly tendered after the Early Tender Date and accepted for purchase will receive the applicable Tender Offer Consideration, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium.

The Expiration Date for the Offers continues to be 11:59 p.m., New York City time, on December 30, 2016, unless extended or earlier terminated. Payment for Notes accepted for purchase after the Early Tender Date will be made on the settlement date, which is anticipated to be January 5, 2017.

The Withdrawal Date for the Offers has now passed. Notes already tendered pursuant to the Offers may no longer be withdrawn, and any other Notes tendered prior to the Expiration Date may not be withdrawn.

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 Offers is subject to, and conditional upon, the satisfaction or, where applicable, waiver of a number of conditions described in the Offer to Purchase and to proration. 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 documents and questions regarding the tender of Notes may be directed to Global Bondholder Services Corporation at (866) 470-4300 (toll free) or (212) 430-3774 (collect).

The Offer to Purchase and related Letter of Transmittal were first distributed to holders of Notes on December 2, 2016 and published on the website of the Luxembourg Stock Exchange (www.bourse.lu) on December 5, 2016. 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 Offers 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 any 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 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 and successful completion of the Offers (including the satisfaction of the conditions described in the Offers to Purchase), the possible further amendment, extension or abandonment of one or more 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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