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. Since the beginning of 2012, Citigroup has retired approximately US$25 billion of senior debt, subordinated debt, preferred and trust preferred securities, reducing Citigroup’s overall funding costs and efficiently deploying its ample liquidity. 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, as well as overall market conditions.

The Offers are being made pursuant to the offer to purchase dated August 14, 2013 (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 Total Consideration and Tender Offer Consideration for each series of Notes were determined based on the relevant Reference Yield as of 2:00 p.m., New York City time, on August 28, 2013, in accordance with the terms set forth in the Offer to Purchase by reference to the relevant Fixed Spread and the relevant Reference U.S. Treasury Security as follows:

Title of




Tender Cap

Reference U.S.

Treasury Security



Reference Yield

Fixed Spread

(basis points)

Tender Offer




6.375% Notes

due 2014
172967 EY 3 / US172967EY38 $650,000,000

0.500% Treasury

due 08/15/2014
FIT4 0.154% 40 $1,022.50 $1,052.50

5.500% Notes

due 2014
172967 EZ 0 / US172967EZ03 $580,000,000

0.250% Treasury

due 07/31/2015
FIT1 0.383% 45 $1,020.09 $1,050.09

6.010% Notes

due 2015
172967 FA 4 / US172967FA43 $275,000,000

0.250% Treasury

due 07/31/2015
FIT1 0.383% 65 $1,035.58 $1,065.58

4.750% Notes

due 2015
172967 FD 8/ US172967FD81172967 FJ 5/ USU172967FJ51U17406 GU 4/ USU17406GU47 $655,000,000

0.250% Treasury

due 07/31/2015
FIT1 0.383% 65 $1,031.55 $1,061.55

5.850% Notes

due 2034
172967 CT 6 / US172967CT60 $165,000,000

2.875% Treasury

due 05/15/2043
FIT1 3.782% 120 $1,082.86 $1,112.86

5.875% Notes

due 2037
172967 EC 1 / US172967 EC18 $185,000,000

2.875% Treasury

due 05/15/2043
FIT1 3.782% 125 $1,085.86 $1,115.86

6.875% Notes

due 2038
172967 EP 2/ US172967 EP21 $1,040,000,000

2.875% Treasury

due 05/15/2043
FIT1 3.782% 130 $1,219.46 $1,249.46

The applicable Total Consideration, together with Accrued Interest, will be paid to Holders of Notes that were validly tendered on or prior to previously announced Early Tender Date of 5:00 p.m., New York City time, on August 27, 2013 and are accepted for purchase. Holders of Notes that are validly tendered after the Early Tender Date and accepted for purchase will receive the applicable Tender Offer Consideration for such series of Notes, which is equal to the applicable Total Consideration minus the applicable Early Tender Premium. The Offers in respect of the Notes are subject to proration, as described in the Offer to Purchase.

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