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

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

Business Wire

NEW YORK -- December 24, 2012

Citigroup Inc. (“Citigroup”) announced today the expiration and final tender
results of the previously announced cash tender offers (each, an “Offer” and,
collectively, the “Offers”) by Citigroup with respect to each series of notes
listed in the tables below (the “Notes”).

Notes tendered and accepted pursuant to these Offers, totaling approximately
$1.0 billion, reflect Citigroup’s continued robust liquidity position and are
consistent with its recent liability management initiatives. Year-to-date, and
excluding these Offers, Citigroup has decreased its outstanding long-term debt
by approximately $13.9 billion through liability management initiatives,
including the previously announced redemptions of trust preferred securities.
Coupled with the ongoing natural maturing of long-term debt that requires no
refinancing, these initiatives result in lower borrowing costs and reduce the
overall level of Citigroup’s long-term debt outstanding. Citigroup will
continue to consider opportunities to repurchase its long-term as well as
short-term debt based on several factors, including without limitation the
economic value, potential impact on Citigroup’s net interest margin and
borrowing costs and the overall remaining tenor of its debt portfolio.

The Expiration Date (December 21, 2012) for Notes validly tendered pursuant to
the Offers has now passed. Notes that were validly tendered pursuant to the
Offers and accepted for purchase will be entitled to receive the applicable
Total Consideration, which is inclusive of the Early Tender Premium, plus
accrued and unpaid interest to, but not including, the Settlement Date for
such Notes. The Settlement Date is expected to occur on December 27, 2012.

Because the aggregate principal amount of Notes of certain series validly
tendered in an Offer exceeds the Maximum Series Tender Cap for such series,
subject to the terms and conditions of the Offers, Citigroup has accepted
tendered Notes of such series on a pro rata basis as described in the Offer to
Purchase. The following table sets forth the Notes that are subject to the
Offers, the aggregate principal amount of each series of Notes that was
validly tendered and not validly withdrawn prior to the Expiration Date, the
aggregate principal amount of each such series that was accepted for purchase
and the approximate proration factor for each such series.

Fixed Spread Offers
                                                                       Aggregate      Aggregate
                                                        Maximum        Principal      Principal
Title of                  Exchange     Principal        Series         Amount         Amount         Approximate
Security  CUSIP / ISIN  Listing     Amount          Tender        Tendered      Accepted      proration
                                       Outstanding      Cap            Pursuant to    Pursuant to    factor
                                                                       the Offers     the
                                                                                      Offers^(1)
6.500%                    Luxembourg
Senior     172967EU1 /    Stock        $2,612,299,000   $125,000,000   $411,980,000   $125,000,000   30.4%
Notes      US172967EU16   Exchange
due 2013
6.000%                    Luxembourg
Senior     172967FE6 /    Stock        $1,805,000,000   $100,000,000   $298,693,000   $100,000,000   33.6%
Notes      US172967FE64   Exchange
due 2013
5.125%                    Luxembourg
Senior     172967CK5 /    Stock        $1,565,000,000   $225,000,000   $230,119,000   $224,951,000   98.0%
Notes      US172967CK51   Exchange
due 2014
5.500%                    Luxembourg
Senior     172967EZ0 /    Stock        $1,952,000,000   $25,000,000    $85,336,000    $24,996,000    29.7%
Notes      US172967EZ03   Exchange
due 2014
6.010%                    Luxembourg
Senior     172967FA4 /    Stock        $1,718,491,000   $25,000,000    $230,045,000   $25,000,000    10.9%
Notes      US172967FA43   Exchange
due 2015
4.750%                    Luxembourg
Senior     172967FD8 /    Stock        $2,365,809,000   $180,000,000   $183,094,000   $180,000,000   98.4%
Notes      US172967FD81   Exchange
due 2015
4.700%                    Luxembourg
Senior     172967CY5 /    Stock        $724,000,000     $10,000,000    $42,883,000    $10,000,000    23.5%
Notes      US172967CY55   Exchange
due 2015
4.587%                    Luxembourg
Senior     172967FH9/     Stock        $1,830,000,000   $25,000,000    $145,165,000   $25,000,000    17.3%
Notes      US172967FH95   Exchange
due 2015
5.300%                    Luxembourg
Senior     172967DE8 /    Stock        $961,376,000     $25,000,000    $107,892,000   $25,000,000    23.3%
Notes      US172967DE82   Exchange
due 2016

Fixed Price Offer
                                                                       Aggregate      Aggregate
                                                        Maximum        Principal      Principal
Title of                  Exchange     Principal        Series         Amount         Amount         Approximate
Security  CUSIP / ISIN  Listing     Amount          Tender        Tendered      Accepted      proration
                                       Outstanding      Cap            Pursuant to    Pursuant to    factor
                                                                       the Offers     the
                                                                                      Offers^(1)
Floating
Rate       172967FG1 /    Luxembourg
Senior     US172967FG13   Stock        $1,392,685,000   $150,000,000   $79,944,000    $79,944,000    100.0%
Notes                     Exchange
due 2013
Floating
Rate
Senior     172967FL0 /    Luxembourg
Notes      US172967FL08   Stock        $979,913,000     $150,000,000   $38,941,000    $38,941,000    100.0%
due                       Exchange
January
2014
Floating
Rate
Senior     172967FQ9 /    Luxembourg
Notes      US172967FQ94   Stock        $530,000,000     $155,000,000   $164,550,000   $155,000,000   94.2%
due                       Exchange
April
2014

(1) Reflects the results of rounding upon the terms and conditions described
in the Offer to Purchase.

The Offers were made pursuant to the offer to purchase dated November 21, 2012
(the “Offer to Purchase,” as amended or supplemented through the Expiration
Date), and the related letter of transmittal (the “Letter of Transmittal,” as
amended or supplemented through the Expiration Date) 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 has retained its affiliate Citigroup Global Markets Inc. to serve as
the 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.

The Offer to Purchase and related Letter of Transmittal were first distributed
to holders of Notes on November 21, 2012 and published on the website of the
Luxembourg Stock Exchange (www.bourse.lu) on November 22, 2012. Copies of the
Offer to Purchase and the Letter of Transmittal may also 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 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 to other persons to whom it
may lawfully be communicated in accordance with the Order.

Citi, the leading global bank, has approximately 200 million customer accounts
and does business in more than 160 countries and jurisdictions. Citi 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 2011 Annual Report on Form 10-K.

Contact:

Citigroup Inc.
Media Contacts:
Mark Costiglio, 212-559-4114
Shannon Bell, 212-793-6206
or
Investors:
Susan Kendall, 212-559-2718
or
Fixed Income Investors:
Jennifer Hendricks, 212-559-5091
 
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