C Citigroup Inc

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.

On 17 November 2015, Citigroup Inc. (the “Company”) announced its invitation to eligible holders (the “Noteholders”) of its £400,000,000 5.875% Fixed Rate Subordinated Notes due 2024 (ISIN: XS0195612592) (the “Sterling 2024 Notes”), £400,000,000 6.500% Fixed Rate Notes due 2030 (ISIN: XS0116066449) (the “Sterling 2030 Notes”), £800,000,000 6.800% Fixed Rate Notes due 2038 (ISIN: XS0372391945) (the “Sterling 2038 Notes” and, together with the Sterling 2024 Notes and the Sterling 2030 Notes, the “Sterling Notes”) and €1,250,000,000 4.250% Fixed Rate / Floating Rate Callable Subordinated Notes due 2030 (ISIN: XS0213026197) (the “Euro Notes” and, together with the Sterling Notes, the “Notes” and each a “Series”) to tender their Notes for purchase by the Company for cash (each such invitation, an “Offer”, and together, the “Offers”).

The Offers were made on the terms and subject to the conditions contained in the tender offer memorandum dated 17 November 2015 (the “Tender Offer Memorandum”). Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in the Tender Offer Memorandum.

As Citi continues to enhance the efficiency of its funding and capital structure, maintaining an active liability management strategy allows Citi to replace its higher coupon and other less efficient securities at attractive levels. Since 2013, Citigroup redeemed or retired U.S. $33.8 billion of securities, excluding exchanged securities, of which U.S. $11.7 billion was redeemed or retired in 2015, 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.

The Company hereby announces that it has accepted for purchase (i) all Sterling 2024 Notes validly tendered in full, resulting in an aggregate nominal amount repurchased of £226,920,000; (ii) all Sterling 2030 Notes validly tendered in full, resulting in an aggregate nominal amount repurchased of £35,262,000; (iii) all Sterling 2038 Notes validly tendered in full, resulting in an aggregate nominal amount repurchased of £28,762,000; and (iv) all Euro Notes validly tendered in full, resulting in an aggregate nominal amount repurchased of €80,770,000.

The Purchase Prices for the Notes were determined at or around 1:00 p.m. (London time) today in accordance with the terms set out in the Tender Offer Memorandum as follows:

    Sterling 2024 Notes   Sterling 2030 Notes   Sterling 2038 Notes   Euro Notes ISIN XS0195612592 XS0116066449 XS0372391945 XS0213026197 Outstanding Nominal Amount £396,428,000 £150,214,000 £479,322,000 €599,909,000 Series Acceptance Amount £226,920,000 £35,262,000 £28,762,000 €80,770,000 Benchmark 5.00% U.K. Treasury Gilt due March 2025 4.75% U.K. Treasury Gilt due December 2030 4.75% U.K. Treasury Gilt due December 2038 Interpolated Mid-Swap Rate Benchmark Rate 1.723% 2.174% 2.494% 0.763% Fixed Spread 155 bps 115 bps 150 bps 125 bps Purchase Yield 3.273% 3.324% 3.994% 2.013% Purchase Price 118.922% 136.038% 141.452% 118.645% Accrued Interest 2.552% 2.007% 3.066% 3.318% Outstanding Nominal Amount after the Settlement Date £169,508,000 £114,952,000 £450,560,000 €519,139,000

The applicable Purchase Price, together with Accrued Interest, will be paid to Noteholders whose Notes have been accepted for purchase by the Company. The Settlement Date for the Offers is expected to be 7 December 2015.

Citigroup Inc. has retained its affiliate Citigroup Global Markets Limited to serve as the Dealer Manager, and its affiliate Citibank, N.A., London Branch has been retained to serve as Tender Agent for the Offers.

For additional information regarding the terms of the Offers, please contact: Citigroup Global Markets Limited at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Liability Management Group, or by telephone at +44 20 7986 8969 or email liabilitymanagement.europe@citi.com. For any questions regarding the tender of Notes, please contact Citibank, N.A., London Branch at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, Attention: Exchange Team, or by telephone at +44 20 7508 3867 or email exchange.gats@citi.com.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender Notes in the Offers. None of Citigroup Inc., the Dealer Manager or the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes in the Offers.

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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, 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 Tender Offer Memorandum), the possible amendment, extension or abandonment of one or more of the Offers, and Citigroup Inc.’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 in the Tender Offer Memorandum, and those contained in Citigroup Inc.’s filings with the U.S. Securities and Exchange Commission, including without limitation the “Risk Factors” section of Citigroup Inc.’s 2014 Annual Report on Form 10-K.

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CitiCapucine Boncenne02075089355capucine.boncenne@citi.com