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Citigroup Announces Reference Yields And Total Consideration For Note Tender Offers

Citigroup Inc. (“ Citigroup”) announced today the applicable Reference Yield and Total Consideration for the previously announced cash tender offers (each, an “ Offer” and, collectively, the “ Offers”) with respect to each series of Notes listed in the table below (the “ Notes”).

These Offers are consistent with Citigroup’s liability management strategy, and reflect its ongoing efforts to enhance the efficiency of its funding and capital structure. In 2013, Citigroup redeemed approximately U.S. $12 billion of securities, reducing its 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.

The Offers are being made pursuant to the offer to purchase dated May 19, 2014 (as may be amended or supplemented from time to time, the “ Offer to Purchase”), and the related letters of transmittal (as may be amended or supplemented from time to time, the “ Letters 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 Total Consideration and Tender Offer Consideration with respect to each series of Notes were determined based on the relevant Reference Yield as of 2:00 p.m., New York City time, on June 3, 2014, in accordance with the terms set forth in the Offer to Purchase by reference to the relevant Fixed Spread and the relevant reference Canadian government security or U.S. Treasury security as follows:

CAD Notes

                           
Title of Security CUSIP / ISIN Reference Canadian Government Security Bloomberg Reference Page

Reference Yield

Fixed Spread (basis points)

Tender Offer Consideration

Total Consideration
4.650% Subordinated Notes due 2022 172967DC2 / US172967DC27 1.500% Government of Canada Bond due September 1, 2017 FIT CAN0-50 1.275% 165 bps C$1,024.03 C$1,054.03
 
5.160% Subordinated Notes due 2027 172967EB3 / CA172967EB37 2.750% Government of Canada Bond due June 1, 2022 FIT CAN0-50 2.089% 195 bps C$1,045.38 C$1,075.38
 
                           

U.S. Dollar Notes

Title of Security CUSIP / ISIN Reference U.S. Treasury Security Bloomberg Reference Page Reference Yield Fixed Spread (basis points) Tender Offer Consideration Total Consideration
4.750% Notes due 2015 172967FD8 /US172967FD81 0.250% Treasury due May 15, 2015 FIT4 0.101% 45 bps U.S $1,008.34 U.S. $1,038.34
 
4.700% Notes due 2015 172967CY5 / US172967CY55 0.250% Treasury due May 15, 2015 FIT4 0.101% 45 bps U.S. $1,009.03 U.S. $1,039.03
 
2.250% Notes due 2015 172967GB1 / US172967GB17 0.375% Treasury due April 30, 2016 FIT1 0.365% 25 bps U.S. $988.43 U.S. $1,018.43
 
5.875% Subordinated Notes due 2033 172967BU4 / US172967BU43 3.625% Treasury due February 15, 2044 FIT1 3.411% 155 bps U.S. $1,080.38 U.S. $1,110.38
 
5.850% Notes due 2034 172967CT6 / US172967CT60 3.625% Treasury due February 15, 2044 FIT1 3.411% 120 bps U.S. $1,133.04 U.S. $1,163.04
 
5.875% Notes due 2037 172967EC1 / US172967EC18 3.625% Treasury due February 15, 2044 FIT1 3.411% 125 bps U.S. $1,139.93 U.S. $1,169.93
 
6.875% Notes due 2038 172967EP2 / US172967EP21 3.625% Treasury due February 15, 2044 FIT1 3.411% 125 bps U.S. $1,285.60 U.S. $1,315.60
 

Pursuant to a press release relating to the Offers that Citigroup issued earlier today, the previously announced Early Tender Date for the 4.750% Notes due 2015, 4.700% Notes due 2015 and 2.250% Notes due 2015 was extended to 11:59 p.m., New York City time, on June 16, 2014, which is the current Expiration Date for the Offers. Holders of these Notes that are validly tendered prior to such time 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. The Early Tender Date for the remaining series of Notes (the " Unextended Series") has now passed (such date being 5:00 p.m., New York City time, on June 2, 2013). Holders of Notes of the Unextended Series that were validly tendered prior to such time pursuant to the Offers and are accepted for purchase will be entitled to receive the applicable Total Consideration, which is inclusive of the Early Tender Premium. Holders of Notes of the Unextended Series that are validly tendered after such time pursuant to the Offers and accepted for purchase will be entitled to receive the Tender Offer Consideration, which equals the Total Consideration minus the Early Tender Premium. The Offers in respect of the U.S. dollar denominated Notes are subject to proration, as described in the Offer to Purchase.

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, in the case of U.S. dollar denominated Notes, to potential proration. Citigroup reserves the right, in its sole discretion, to waive any one or more of the conditions at any time.

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