CITIGROUP INC. - HSBC · CITIGROUP INC. OFFERS TO PURCHASE FOR CASH THE OUTSTANDING NOTES LISTED IN THE TABLES BELOW The Offers (defined below) will expire at 11:59 p.m.,

CITIGROUP INC.

OFFERS TO PURCHASE FOR CASH THE OUTSTANDING NOTES LISTED IN THE TABLES BELOW

The Offers (defined below) will expire at 11:59 p.m., New York City time, on May 24, 2016, unless extended (suchdate and time, as the same may be extended, the “Expiration Date”). In order to be eligible to receive the EarlyTender Premium (defined below), Holders of Notes (as defined below) must tender and not withdraw their Notes onor prior to 5:00 p.m., New York City time, on May 10, 2016, unless extended (such date and time, as the same maybe extended, the “Early Tender Date”). Holders who tender their Notes after the Early Tender Date will be eligibleto receive only the Tender Offer Consideration (defined below). Notes tendered may be withdrawn at any time priorto 5:00 p.m., New York City time, on May 10, 2016, unless extended (such date and time, as the same may beextended, the “Withdrawal Date”), but not thereafter.

Citigroup Inc. (the “Company” or “Citigroup”) hereby offers to purchase for cash (i) any and all of theCitigroup notes set forth in the first table below, under the heading “Any and All Notes” (the “Any and All Notes”)and (ii) the Citigroup notes set forth in the second table below, under the heading “Maximum Tender Notes,” (the“Maximum Tender Notes,” together with the Any and All Notes, the “Notes,” and each series, a “series of Notes”)up to the aggregate principal amount with respect to each series of Maximum Tender Notes as set forth in the secondtable below (each, a “Maximum Series Tender Cap”). We refer to our offers to purchase the Notes as the“Offers,” and each individual offer as an “Offer.” References to “we,” “our” or “us” means Citigroup. Holders ofmore than one series of Notes may tender Notes with respect to one series of Notes without tendering Notes withrespect to other series of Notes. Each Offer is independent of each other Offer, and any Offer may be withdrawn ormodified without withdrawing or modifying any other Offer.

The Offers are conditioned on the satisfaction of certain conditions described in this Offer to Purchase (definedbelow), however the Offers are not conditioned upon receiving a minimum amount of valid tenders. The distributionof this document in certain jurisdictions may be restricted by law. See “Offer and Distribution Restrictions.”

Any and All Notes

Title of Security CUSIPPrincipalAmount

Outstanding

Reference U.S.Treasury

Security

Bloomberg

Reference

Page

EarlyTender

Premium

Fixed Spread(basis points)

5.850% Notesdue 2034 issuedby Citigroup

172967CT6 $160,618,0003.000% Treasury due November

15, 2045FIT1 $30 +160 bps


172967EC1 $117,571,0003.000% Treasury due November

15, 2045FIT1 $30 +165 bps


172967EP2 $282,926,0003.000% Treasury due November

15, 2045FIT1 $30 +165 bps

Maximum Tender Notes

Title ofSecurity CUSIP

PrincipalAmount

Outstanding

MaximumSeries Tender

Cap

Reference U.S.Treasury

Security

Bloomberg

Reference

PageDate

EarlyTender

Premium

FixedSpread(basispoints)


172967HM6 $2,000,000,000 $300,000,0000.875% Treasury

due April 15,2019

FIT1 $30 +100 bps


172967HU8 $2,000,000,000 $300,000,0000.875% Treasury

due April 15,2019

FIT1 $30 +100 bps

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172967GL9 $464,618,000 $70,000,0001.625% Treasurydue February 15,

2026FIT1 $30 +100 bps


172967HD6 $1,432,514,000 $215,000,0001.625% Treasurydue February 15,

2026FIT1 $30 +110 bps


172967HT1 $1,230,000,000 $190,000,0001.625% Treasurydue February 15,

2026FIT1 $30 +120 bps


172967BU4 $551,515,000 $50,000,0003.000% Treasurydue November

15, 2045FIT1 $30 +195 bps

6.00% Notes due2033 issued byCitigroup

172967CC3 $673,695,000 $20,000,0003.000% Treasurydue November

15, 2045FIT1 $30 +205 bps


172967DR9 $724,271,000 $60,000,0003.000% Treasurydue November

15, 2045FIT1 $30 +205 bps


172967HE4 $428,857,000 $65,000,0003.000% Treasurydue November

15, 2045FIT1 $30 +145 bps


172967HS3 $1,000,000,000 $20,000,0003.000% Treasurydue November

15, 2045FIT1 $30 +210 bps

The Sole Dealer Manager for the Offers is:

Citigroup

April 27, 2016

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IMPORTANT INFORMATION

The Offers are being made upon the terms and subject to the conditions set forth in this offer to purchase (as itmay be amended or supplemented from time to time, the “Offer to Purchase”) and the accompanying letter oftransmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” which togetherwith the Offer to Purchase, constitute the “Offer Documents”). This Offer to Purchase contains importantinformation that the Holders (as defined below) are urged to read before any decision is made with respect to theOffers.

For each series of Notes, the “Total Consideration” per each $1,000 principal amount of such series of Notesvalidly tendered on or prior to the Early Tender Date and accepted for payment pursuant to the Offers will be equalto the price, determined in accordance with standard market practice, as described in this Offer to Purchase, thatequates to a yield to maturity equal to the fixed spread specified on the front cover of this Offer to Purchase (the“Fixed Spread”) over the yield (the “Reference Yield”), which shall be based on the bid-side price of the U.S.Treasury Security specified on the front cover of this Offer to Purchase (the “Reference Treasury Security”) at2:00 p.m., New York City time, on May 11, 2016 (subject to certain exceptions set forth herein, such time and date,as the same may be extended, the “Price Determination Date”). Holders will also receive accrued and unpaidinterest thereon up to, but excluding, the applicable Settlement Date (as defined below).

For each series of Notes, holders of such Notes that are validly tendered on or before the Early Tender Date andaccepted for purchase will receive the Total Consideration, which includes an early tender premium of $30 per$1,000 principal amount of such Notes accepted for purchase (the “Early Tender Premium”), and Holders of suchNotes that are validly tendered after the Early Tender Date and accepted for purchase will receive the TotalConsideration minus the Early Tender Premium (the “Tender Offer Consideration”).

The “Settlement Date” in respect of any Notes that are validly tendered at or prior to the Early Tender Date andnot validly withdrawn at or prior to the Withdrawal Date, and accepted by Citigroup for purchase in the Offers, willbe after the Early Tender Date but prior to the Expiration Date (the “Early Settlement Date”), and is expected to beon or about May 13, 2016. The Settlement Date in respect of any Notes that are validly tendered after the EarlyTender Date, but at or prior to the Expiration Date, and accepted by Citigroup for purchase in the Offers, will bepromptly after the Expiration Date (the “Final Settlement Date”) and is expected to be on or about May 27, 2016.

Subject, in each case, to the satisfaction of certain conditions described in this Offer to Purchase, we willannounce (i) the Reference Yield as soon as reasonably practicable after the Price Determination Date, and (ii) ouracceptance of valid tenders of each series of Notes pursuant to the Offers and the principal amounts of such series ofNotes so accepted as soon as reasonably practicable after the Early Settlement Date and the Expiration Date, asapplicable.

No tenders of Notes will be valid if submitted after the Expiration Date. In the event of termination of anyOffer, the Notes tendered pursuant to such Offer will be promptly returned to the tendering Holders.

Tenders of Notes may be validly withdrawn prior to the Withdrawal Date but may not be validlywithdrawn after such time.

Subject to applicable law, we may increase the Maximum Series Tender Cap for one or more series of theMaximum Tender Notes at any time prior to the Final Settlement Date. Such increase need not be madeequally or on a pro rata basis among the Maximum Series Tender Caps for all series of Maximum TenderNotes.

We expressly reserve the absolute right, in our sole discretion, from time to time to purchase any Notes thatremain outstanding after the expiration of the Offers through open-market or privately negotiated transactions, oneor more additional tender or exchange offers or otherwise, on terms that may or may not be equal to theconsideration offered in the Offers for the Notes, or to exercise any rights under the applicable indenture governingthe Notes. We also reserve the absolute right, in our sole discretion, from time to time to purchase Notes of anyseries during the Offers at prices equal to the Tender Offers Consideration or Total Consideration, as the case maybe. See “THE OFFERS—Certain Significant Consequences to Holders.”

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Each series of Notes is held in book-entry form through the facilities of The Depository Trust Company(“DTC”). Unless the context otherwise requires, all references herein to Holders include each person who is shownon the records of DTC as a holder of the applicable series of Notes (each, a “Holder”). In the event of a terminationof or withdrawal of Notes from any Offer, the Notes tendered pursuant to such Offer will be credited to the Holderthrough DTC. Because only registered holders of Notes may tender Notes, beneficial owners of Notes must instructthe broker, dealer, commercial bank, trust company or other nominee that holds Notes on their behalf to tenderNotes on such beneficial owners’ behalf. DTC has authorized DTC participants that hold Notes on behalf ofbeneficial owners of Notes through DTC to tender their Notes as if they were Holders.

Questions and requests for assistance may be directed to Global Bondholder Services Corporation, ourinformation agent and depositary (in such respective capacities, the “Information Agent” and the “Depositary”)and Citigroup Global Markets Inc. (the “Dealer Manager”), in each case at the addresses and telephone numbers setforth on the back cover of this Offer to Purchase.

You may request additional copies of the Offer to Purchase and Letter of Transmittal from the InformationAgent at the telephone numbers and addresses on the back cover of the Offer to Purchase. Beneficial owners mayalso contact their brokers, dealers, commercial banks, trust companies or other nominee for assistance concerningthe Offers. Any Holder or beneficial owner that has questions concerning tender procedures with respect to theNotes should contact the Depositary at the address and telephone number set forth on the back cover of this Offer toPurchase. Requests for assistance relating to the terms and conditions of the Offers may be directed to the DealerManager at the address and telephone number on the back cover page of this Offer to Purchase.

Significant delays may be experienced where notices are delivered to DTC and beneficial owners of Notes areurged to contact the Information Agent for the relevant announcements during the course of the Offers. In addition,beneficial owners may contact the Dealer Manager for information using the contact details on the last page of thisOffer to Purchase.

Without limiting the manner in which Citigroup may choose to make a public announcement of any extension,amendment or termination of the Offers, Citigroup will not be obligated to publish, advertise or otherwisecommunicate any such public announcement, other than by making a timely press release through Business Wire.

Notwithstanding any other provision of the Offer Documents, our obligation to accept for purchase, and to paythe Tender Offer Consideration or Total Consideration, as the case may be, for the Notes of any series validlytendered pursuant to the Offers is subject to, and conditioned upon, the satisfaction or, where applicable, our waiverof the conditions described below under the caption “THE OFFERS—Conditions of the Offers.” We reserve theright, in our sole discretion, to waive any one or more of the conditions at any time. See “THE OFFERS—Conditions of the Offers.”

NONE OF CITIGROUP, THE DEALER MANAGER, THE DEPOSITARY, THE INFORMATION AGENTOR THE TRUSTEE MAKES ANY RECOMMENDATION THAT ANY HOLDER TENDER OR REFRAINFROM TENDERING ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF SUCH HOLDER’S NOTES,AND NO ONE HAS BEEN AUTHORIZED BY ANY OF THEM TO MAKE SUCH A RECOMMENDATION.HOLDERS MUST MAKE THEIR OWN DECISIONS AS TO WHETHER TO TENDER NOTES, AND, IF SO,THE PRINCIPAL AMOUNT OF NOTES TO TENDER.

No dealer, salesperson or other person has been authorized to give any information or to make anyrepresentation not contained in this Offer to Purchase, and, if given or made, such information or representation maynot be relied upon as having been authorized by Citigroup, the Dealer Manager, the Depositary, the InformationAgent or the Trustee (as defined below).

Beneficial owners of Notes are advised to check with any bank, securities broker or other intermediarythrough which they hold Notes when such intermediary would need to receive instructions from a beneficialowner of Notes in order for that beneficial owner to be able to participate in, or withdraw their instruction toparticipate in, the Offers by the deadlines specified in this Offer to Purchase. The deadlines set by any suchintermediary and DTC for the submission and withdrawal of tender instructions will be earlier than therelevant deadlines specified in this Offer to Purchase.

Tendering Holders of Notes purchased in the Offers will not be obligated to pay brokerage fees or commissionsto the Dealer Manager, the Depositary, the Information Agent, the trustee with respect to any series of Notes (the

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“Trustee”) or the Company. Beneficial owners of Notes that are held through a broker, dealer, commercial bank orother nominee may be charged a fee by the nominee for tendering its Notes on such beneficial owners’ behalf. TheCompany will pay all other charges and expenses in connection with the Offers.

We do not intend to permit tenders of Notes by guaranteed delivery procedures.

This Offer to Purchase contains important information that Holders are urged to read before anydecision is made with respect to the Offers.

All references to valid tender of Notes in this Offer to Purchase shall mean that such Notes have been validlytendered on or before the Expiration Date and have not been validly withdrawn prior to the Withdrawal Date.

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OFFER AND DISTRIBUTION RESTRICTIONS

The Company has not filed this Offer to Purchase with, and it has not been reviewed by, any federal orstate securities commission or regulatory authority of any country. No authority has passed upon theaccuracy or adequacy of the Offer to Purchase, and it is unlawful and may be a criminal offense to make anyrepresentation to the contrary.

This Offer to Purchase does not constitute an offer to purchase Notes in any jurisdiction in which, or toor from any person to or from whom, it is unlawful to make such offers or solicitations under applicablesecurities or blue sky laws. In those jurisdictions where the securities, blue sky or other laws require theOffers to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of Citigroupby the Dealer Manager or one or more registered brokers or dealers licensed under the laws of suchjurisdiction.

Australia. No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia(the “Corporations Act”)) in relation to the Offers has been or will be lodged with the Australian Securities &Investments Commission (“ASIC”) and this document does not comply with Part 6D.2 or Chapter 7 of theCorporations Act. In addition: (a) no offers or applications will be made or invited for the purchase or solicitation oftenders of any Notes in Australia (including an offer or invitation which is received by a person in Australia); and(b) this Offer to Purchase or any other offering material or advertisement relating to any Notes will not bedistributed or published in Australia, unless (i) such action complies with all applicable laws, directives andregulations (including, without limitation, Part 6D.2 of the Corporations Act or the licensing requirements set out inChapter 7 of the Corporations Act); (ii) such action does not require any document to be lodged with ASIC; and (iii)the offer or invitation is only directed at professional investors as defined in Section 9 of the Corporations Act orwholesale clients as defined in Section 761G of the Corporations Act or is otherwise made only in circumstancesspecified in Corporations Regulation 7.9.97.

Belgium. Neither this Offer to Purchase nor any other documents or materials relating to the Offers have beensubmitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and InsuranceCommission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- enAssurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as definedin Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Lawof 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instrumentson regulated markets, each as amended or replaced from time to time. Accordingly, the Offers may not be advertisedand the Offers will not be extended, and neither this Offer to Purchase nor any other documents or materials relatingto the Offers (including any memorandum, information circular, brochure or any similar documents) has been orshall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualifiedinvestors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placementinstruments and the admission to trading of placement instruments on regulated markets (as amended from time totime), acting on their own account. Insofar as Belgium is concerned, this Offer to Purchase has been issued only forthe personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, theinformation contained in this Offer to Purchase may not be used for any other purpose or disclosed to any otherperson in Belgium.

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France. Neitherthis Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed tothe public in France and only (i) providers of investment services relating to portfolio management for the accountof third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers)and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all asdefined in, and in accordance with, Articles L.411-1, L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 andD.764-1 of the French Code monétaire et financier, are eligible to participate in the Offers. This Offer to Purchasehas not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy. None of the Offers, this Offer to Purchase or any other document or materials relating to the Offers havebeen submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”)pursuant to Italian laws and regulations. The Offers are being carried out in Italy as an exempted offer pursuant toarticle 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “FinancialServices Act”) and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the

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“Issuers’ Regulation”) and, therefore, is intended for, and directed only at (i) qualified investors (investitoriqualificati) (“Italian Qualified Investors”), as defined pursuant to article 100, paragraph 1, letter (a) of theFinancial Services Act and article 34-ter, paragraph 1, letter (b) of the Issuers’ Regulation. Accordingly, the Offerscannot be promoted, nor may copies of any document related thereto or to the Notes be distributed, mailed orotherwise forwarded, or sent, to the public in Italy, whether by mail or by any means or other instrument (including,without limitation, telephonically or electronically) or any facility of a national securities exchange available inItaly, other than to Italian Qualified Investors. Persons receiving this Offer to Purchase must not forward, distributeor send it in or into or from Italy. Holders or beneficial owners of the Notes that are resident or located in Italy andare Italian Qualified Investors can tender Notes for purchase through authorized persons (such as investment firms,banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the FinancialServices Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended, and Legislative Decree No. 385 of1 September 1993, as amended) and in compliance with any other applicable laws and regulations or with anyrequirements imposed by CONSOB or any other Italian authority.

United Kingdom. The communication of the Offer to Purchase and any other documents or materials relatingto the Offers is not being made and such documents and/or materials have not been approved by an authorizedperson for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, such documentsand/or materials are not being distributed to, and must not be passed on to, the general public in the UnitedKingdom. The communication of such documents and/or materials as a financial promotion is only being directed atand made to those persons in the United Kingdom falling within the definition of investment professionals (asdefined 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 maylawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, or to other persons to whom it maylawfully be communicated in accordance with the Order (all such persons together being referred to as “relevantpersons”). The Offers are only available to, and the Offers will be engaged in only with, relevant persons. Anyperson who is not a relevant person should not act or rely on this document or any of its contents.

United States. The delivery of this Offer to Purchase will not under any circumstances create any implicationthat the information contained herein or incorporated by reference herein is correct as of any time subsequent to thedate hereof or, if incorporated by reference, the date such information was filed with the United States Securities andExchange Commission (the “SEC”) or that there has been no change in the information set forth herein orincorporated by reference herein or in the affairs of Citigroup or any of Citigroup’s affiliates since the date hereofor, if incorporated by reference, the date such information was filed with the SEC.

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TABLE OF CONTENTS

Page

IMPORTANT INFORMATION ....................................................................................................................................iOFFER AND DISTRIBUTION RESTRICTIONS ......................................................................................................ivSUMMARY ..................................................................................................................................................................1IMPORTANT DATES..................................................................................................................................................5ABOUT CITIGROUP ...................................................................................................................................................7PURPOSE OF THE OFFERS .......................................................................................................................................7SOURCES AND AMOUNT OF FUNDS .....................................................................................................................7AVAILABLE INFORMATION ...................................................................................................................................7INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ......................................................................7CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS ......................................8THE OFFERS................................................................................................................................................................9CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES...............................................................................19DEALER MANAGER, INFORMATION AGENT AND THE DEPOSITARY ........................................................22OTHER MATTERS ....................................................................................................................................................22SCHEDULE A FORMULA FOR DETERMINING TOTAL CONSIDERATION

AND ACCRUED INTEREST............................................................................................................................A-1

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SUMMARY

The following summary is provided for your convenience. It highlights material information in this Offer toPurchase and the Letter of Transmittal, but does not describe all of the details of the Offers. Holders are urged toread the more detailed information set forth in this Offer to Purchase and the Letter of Transmittal. Each of thecapitalized terms used in this summary and not defined herein has the meaning set forth elsewhere in this Offer toPurchase.

The Purchaser ............................................................... Citigroup Inc., a Delaware corporation.

The Notes...................................................................... The series of Notes subject to the Offers are as listed onthe front cover hereof. The aggregate outstandingprincipal amount of the Notes subject to the Offers wasapproximately $11,066,585,000 as of April 27, 2016.

The Offers..................................................................... Pursuant to the Offers, the Company is offering topurchase for cash, upon the terms and subject to theconditions set forth in this Offer to Purchase (includingthe Maximum Series Tender Cap with respect to theMaximum Tender Notes), outstanding Notes at the priceper Note to be determined as set forth in this Offer toPurchase.

Holders of more than one series of Notes may tenderNotes with respect to one series of Notes withouttendering Notes with respect to other series of Notes.Each Offer is independent of each other Offer, and anyOffer may be withdrawn or modified withoutwithdrawing or modifying any other Offer.

Subject to applicable law, we may increase theMaximum Series Tender Cap for one or more seriesof the Maximum Tender Notes at any time prior tothe Final Settlement Date. Such increase need not bemade equally or on a pro rata basis among theMaximum Series Tender Caps for all series ofMaximum Tender Notes.

Any and All Notes; Maximum Series Tender Cap;Proration ................................................................

The Company will accept any and all of its Any and AllNotes validly tendered pursuant to the Offers.

The Company also will accept up to the amount of theMaximum Series Tender Cap set forth in the secondtable on the front cover of this Offer to Purchase of eachseries of Maximum Tender Notes pursuant to the Offers.If the aggregate principal amount of Maximum TenderNotes of any series validly tendered exceeds theapplicable Maximum Series Tender Cap for such series,we will accept validly tendered Maximum Tender Notesof such series on a pro rata basis, according to theprocedures described below.

If an Offer for a series of Maximum Tender Notes isfully subscribed up to the applicable amount of the

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Maximum Series Tender Cap for that series of MaximumTender Notes as of the Early Tender Date, then anyMaximum Tender Notes of that series that are validlytendered after the Early Tender Date will not be acceptedfor purchase. Any Offer for a series of Maximum TenderNotes that is subscribed over the amount of theMaximum Series Tender Cap for that series as of theEarly Tender Date will be subject to proration. If anOffer for a series of Maximum Tender Notes is not fullysubscribed up to the amount of the Maximum SeriesTender Cap for that series as of the Early Tender Dateand is fully subscribed up to the amount of the MaximumSeries Tender Cap for that series as of the ExpirationDate, additional Maximum Tender Notes of that serieswill be accepted for purchase up to the amount of theMaximum Series Tender Cap, subject to possibleproration (if subscribed over the amount of theMaximum Series Tender Cap).

In the event proration is required with respect to a seriesof Maximum Tender Notes, we will multiply theprincipal amount of each valid tender of such series ofMaximum Tender Notes by the applicable proration rateand round the resulting amount down to the nearestintegral multiple of $1,000 in order to determine theprincipal amount of such Maximum Tender Notes thatwill be accepted pursuant to the Offer.

See “The Offers—Maximum Series Tender Cap;Proration.”

Early Tender Date......................................................... The Early Tender Date for the Offers will be at 5:00p.m., New York City time, on May 10, 2016, unlessextended or earlier terminated.

Withdrawal Date........................................................... The Withdrawal Date for the Offers will be at 5:00 p.m.,New York City time, on May 10, 2016, unless extendedor earlier terminated.

Expiration Date............................................................. The Offers will expire at 11:59 p.m., New York Citytime, on May 24, 2016, unless extended or earlierterminated.

Early Settlement Date ................................................... The Early Settlement Date in respect of the Notes thatare validly tendered and not validly withdrawn at or priorto the Early Tender Date and accepted for payment willbe after the Early Tender Date, but prior to theExpiration Date, and is expected to be on or about May13, 2016, unless the Early Settlement Date is extendedby Citigroup in its discretion.

Final Settlement Date ................................................... The Final Settlement Date in respect of the Notes that arevalidly tendered after the Early Tender Date but at orprior to the Expiration Date, and accepted for payment,

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will be promptly after the Expiration Date, and isexpected to be on or about May 27, 2016, unless theOffers are extended by Citigroup in its sole discretion.

Accrued Interest............................................................ In addition to the Total Consideration or Tender OfferConsideration, as applicable, Holders of each series ofNotes whose Notes are purchased in the Offers will alsoreceive accrued and unpaid interest from, and including,the last interest payment date for such series of Notes to,but not including, the applicable Settlement Date,payable on such date (the “Accrued Interest”). Underno circumstances will any interest be payable because ofany delay in the transmission of funds to Holders byDTC.

Early Tender Premium.................................................. For each series of Notes, holders of Notes that are validlytendered on or prior to the Early Tender Date andaccepted for purchase will receive the TotalConsideration, which includes the Early Tender Premiumfor such Notes, as set forth in this Offer to Purchase.Holders of Notes that are validly tendered after the EarlyTender Date and accepted for purchase will receive onlythe Tender Offer Consideration.

Tender Offer Consideration.......................................... For each series of Notes, holders of Notes that are validlytendered after the Early Tender Date and accepted forpurchase will receive the Tender Offer Consideration forsuch Notes, which is equal to the Total Considerationminus the Early Tender Premium.

Total Consideration ...................................................... For each series of Notes, the Total Consideration foreach $1,000 principal amount of the Notes tendered onor prior to the Early Tender Date and accepted forpayment pursuant to the Offers will be equal to the price,determined in accordance with standard market practice,as described in this Offer to Purchase, that equates to ayield to maturity equal to the Fixed Spread specified onthe front cover of this Offer to Purchase over theReference Yield, which shall be based on the bid-sideprice of the Reference Treasury Security specified on thefront cover of this Offer to Purchase at the PriceDetermination Date.

Price Determination Date ............................................. The Price Determination Date for the Offers will be at2:00 p.m., New York City time, on May 11, 2016, unlessextended.

How to Tender Notes.................................................... To effectively tender a series of Notes, DTC participantsshould electronically transmit their acceptance, andthereby tender Notes, through DTC’s Automated TenderOffer Program (“ATOP”), for which the transaction willbe eligible. Delivery of the Agent’s Message (as definedbelow under the caption “THE OFFERS—Proceduresfor Tendering Notes”) by DTC will satisfy the terms ofthe Offers in lieu of execution and delivery of a Letter of

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Transmittal by the participant identified in the Agent’sMessage. Accordingly, a Holder tendering Notes throughATOP does not need to complete a Letter of Transmittal.See “THE OFFERS—Procedures for Tendering Notes.”

Withdrawal Rights........................................................ Notes validly tendered may be withdrawn any time on orprior to the Withdrawal Date, but not thereafter, bydelivering a written notice of withdrawal, or a facsimileof one, with the required information (as set forth hereinunder “THE OFFERS - Withdrawal of Tenders”) prior tothe Withdrawal Date. In the event of termination of theOffers, the Notes tendered pursuant to the Offers will bepromptly returned to the tendering Holders.

Untendered or Unpurchased Notes .............................. Notes of any series not purchased pursuant to the Offerswill remain outstanding immediately after thecompletion of the Offers. If the Offers are consummated,the aggregate principal amount of each series of Notesthat are outstanding will be reduced. This reduction mayadversely affect the market price of any Notes thatremain outstanding after consummation of the Offers.

Citigroup expressly reserves the absolute right, in its solediscretion, from time to time to purchase any Notes thatremain outstanding after the expiration of the Offersthrough open-market or privately negotiated transactions,one or more additional tender or exchange offers orotherwise, on terms that may or may not be equal to theconsideration offered in the Offers for the Notes, or toexercise any of its rights under the applicable indenturegoverning the Notes.

Acceptance of Tendered Notes and Payment ............... Subject to the terms of the Offers, including proration (ifany and if applicable), and upon satisfaction or waiver ofthe conditions thereto, the Company will purchase, byaccepting for payment, and will promptly pay for, allNotes validly tendered and not validly withdrawn.

The Company will deposit with DTC the amount of cashnecessary to pay each Holder whose Notes are acceptedthe Tender Offer Consideration or Total Consideration,as the case may be, and Accrued Interest. DTC will payor cause to be paid to each Holder whose Notes areaccepted the Tender Offer Consideration or TotalConsideration, as the case may be, and Accrued Interest.See “THE OFFERS—Acceptance of Notes for Purchase;Payment for Notes.”

Conditions to the Offers ............................................... The payment of the Tender Offer Consideration or TotalConsideration, as the case may be, is conditioned uponsatisfaction of certain other conditions. The Companyreserves the right to waive any and all conditions to theOffers. See “THE OFFERS—Conditions of the Offers.”

Certain U.S. Federal Income Tax Consequences.......... For a summary of certain United States federal income

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tax consequences of the Offers, see “CERTAIN U.S.FEDERAL INCOME TAX CONSEQUENCES.”

Dealer Manager ............................................................ Citigroup Global Markets Inc.

Information Agent and Depositary ............................... Global Bondholder Services Corporation

Further Information ...................................................... Questions and requests for assistance may be directed tothe Information Agent or the Dealer Manager at thetelephone numbers set forth on the back cover of thisOffer to Purchase. In addition, you may consult yourbroker, dealer, commercial bank or trust company forassistance. Additional copies of this Offer to Purchase,the Letter of Transmittal and other related materials maybe obtained by contacting the Information Agent at theaddresses and telephone numbers set forth on the backcover of this Offer to Purchase.

IMPORTANT DATES

Holders of Notes should take note of the following dates in connection with the Offers:

Date Calendar Date and Time Event

Early Tender Date 5:00 p.m., New York City time, onMay 10, 2016, unless extended orearlier terminated.

The last time and day for Holders totender Notes to qualify for thepayment of the Total Consideration(which includes the Early TenderPremium).

Withdrawal Date 5:00 p.m., New York City time, onMay 10, 2016, unless extended orearlier terminated.

The last time and day for Holderswho have tendered their Notes towithdraw such tendered Notes fromthe Offers.

Price Determination Date 2:00 p.m., New York City time, onMay 11, 2016, unless extended.

The Company will determine theTotal Consideration for each seriesof Notes subject to the Offers in themanner described in this Offer toPurchase by reference to the FixedSpread specified on the front coverof this Offer to Purchase for theNotes over the Reference Yieldbased on the bid-side price, as of thePrice Determination Date, of theReference Treasury Securityspecified on the front cover of thisOffer to Purchase.

Expiration Date 11:59 p.m., New York City time, onMay 24, 2016, unless extended orearlier terminated.

The last time and day for Holders totender Notes to qualify for paymentof the Tender Offer Considerationfor Notes tendered after the Early

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Tender Date.

Early Settlement Date ....................... After the Early Tender Date butprior to the Expiration Date. TheCompany expects that this date willbe on or about May 13, 2016, unlessthe Early Tender Date is extendedby Citigroup in its sole discretion.

The day that Citigroup deposits withthe Depositary or upon theDepositary’s instructions, with DTC,the Total Consideration for anyNotes that were validly tendered andnot withdrawn at or prior to theEarly Tender Date and accepted forpayment, plus Accrued Interest fromand including the last interestpayment date for the Notes to, butnot including, the Early SettlementDate.

Final Settlement Date.............................. Promptly after the Expiration Date.The Company expects that this datewill be on or about May 27, 2016,one business day following theExpiration Date, unless any Offer isextended by Citigroup in its solediscretion.

The day that Citigroup deposits withthe Depositary or upon theDepositary’s instructions, with DTC,the Tender Offer Consideration forany Notes validly tendered after theEarly Tender Date but at or prior tothe Expiration Date and accepted forpayment, plus Accrued Interest fromand including the last interestpayment date for the Notes to, butnot including, the Final SettlementDate.

The above times and dates are subject to our right to extend, amend and/or terminate the Offers (subject toapplicable law and as provided in this Offer to Purchase). Beneficial owners of Notes are advised to checkwith any bank, securities broker or other intermediary through which they hold Notes as to when suchintermediary would need to receive instructions from a beneficial owner in order for that beneficial owner tobe able to participate in, or withdraw their instruction to participate in, the Offers before the deadlinesspecified in this Offer to Purchase. The deadlines set by any such intermediary and DTC for the submissionof tender instructions will be earlier than the relevant deadlines specified above.

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ABOUT CITIGROUP

Citigroup’s history dates back to the founding of Citibank in 1812. Citigroup’s original corporate predecessor wasincorporated in 1988 under the laws of the State of Delaware. Following a series of transactions over a number of years,Citigroup was formed in 1998 upon the merger of Citicorp and Travelers Group Inc.

Citigroup is a global diversified financial services holding company, whose businesses provide consumers,corporations, governments and institutions with a broad range of financial products and services. Citigroup hasapproximately 200 million customer accounts and does business in more than 160 countries and jurisdictions.

Citigroup is a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956registered with, and subject to examination by, the Board of Governors of the Federal Reserve System (FRB). Citibank,N.A. is a U.S. national bank subject to supervision and examination by the Office of the Comptroller of the Currency(OCC) and the Federal Deposit Insurance Corporation (FDIC). Some of Citigroup’s other subsidiaries are also subject tosupervision and examination by their respective federal and state authorities or, in the case of overseas subsidiaries, theregulators of the respective jurisdictions.

PURPOSE OF THE OFFERS

The Offers are consistent with Citigroup's liability management strategy and reflect its ongoing efforts to enhancethe efficiency of its funding and capital structure. Since 2014, Citigroup redeemed or retired U.S. $28.9 billion ofsecurities, reducing Citigroup’s overall funding costs. Citigroup will continue to consider opportunities to redeem orrepurchase securities, based on several factors, including without limitation, the economic value, potential impact onCitigroup's net interest margin and borrowing costs, the overall remaining tenor of Citigroup's debt portfolio, capitalimpact, as well as overall market conditions.

Citigroup expressly reserves the absolute right, in its sole discretion, from time to time to purchase any Notes thatremain outstanding after the expiration of the Offers through open-market or privately negotiated transactions, one ormore additional tender or exchange offers or otherwise, on terms that may or may not be equal to the considerationoffered in the Offers for the Notes, or to exercise any of its rights under the applicable indenture governing the Notes.

SOURCES AND AMOUNT OF FUNDS

The funds required to pay for Notes accepted for purchase in the Offers and to pay related fees and expenses isestimated to be approximately U.S. $2.1 billion, assuming that all Notes are validly tendered on or prior to the EarlyTender Date and utilizing hypothetical tender pricing based on the Reference Treasury Security rate as of April 26,2016. The funds will be obtained from cash on hand.

AVAILABLE INFORMATION

Citigroup is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the“Exchange Act”), and in accordance therewith files reports, proxy and information statements and other informationwith the SEC. You may read and copy any document Citigroup files with the SEC at the SEC’s public reference room at100 F Street, N.W., Washington D.C. 20549. You may also obtain copies of the same documents from the publicreference room of the SEC in Washington by paying a fee. Please call the SEC at (202) 551-8090 for furtherinformation on the public reference rooms. Citigroup’s filings are also electronically available from the SEC’sElectronic Document Gathering and Retrieval System, which is commonly known by the acronym “EDGAR,” andwhich may be accessed at www.sec.gov, as well as from commercial document retrieval services.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

We are “incorporating by reference” the information Citigroup files with the SEC into this Offer to Purchase, whichmeans that we are disclosing important information to you by referring you to those documents. Information that isincorporated by reference is an important part of this Offer to Purchase. We incorporate by reference into this Offer to

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Purchase the documents listed below, which were filed with the SEC, and such documents form an integral part of thisOffer to Purchase:

Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 26, 2016;

Current Reports on Form 8-K filed on April 6, 2016; April 12, 2016; April 15, 2016; and April 26, 2016;

Definitive Proxy Statement on Schedule 14A filed on March 16, 2016;

All documents filed by Citigroup specified in Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after thedate of this Offer to Purchase and prior to the expiration of the Offers shall be deemed to be incorporated inand made a part of this Offer to Purchase by reference from the date of filing such documents. In no event,however, will any of the information that Citigroup furnishes to, pursuant to Item 2.02 or Item 7.01 of anyCurrent Report on Form 8-K (including exhibits related thereto) or other applicable SEC rules, rather than fileswith, the SEC be incorporated by reference into, or otherwise be included in, this Offer to Purchase, unlesssuch information is expressly incorporated herein by a reference in such furnished Current Report on Form 8-Kor other furnished document.

Any statement contained in this Offer to Purchase or in a document (or part thereof) incorporated or considered tobe incorporated by reference in this Offer to Purchase will be considered to be modified or superseded for purposes ofthis Offer to Purchase to the extent that a statement contained in this Offer to Purchase or in any other subsequently fileddocument (or part thereof) which is or is considered to be incorporated by reference in this Offer to Purchase modifiesor supersedes that statement. The modifying or superseding statement need not state that it has modified or superseded aprior statement or include any other information set forth in the document that it modifies or supersedes. Any statementso modified or superseded will not be considered, except as so modified or superseded, to constitute a part of this Offerto Purchase.

Copies of each of the documents incorporated by reference into this Offer to Purchase (other than an exhibit to afiling unless that exhibit is specifically incorporated by reference into that filing) may be obtained at no cost, bycontacting the Information Agent at its telephone numbers set forth on the last page of this Offer to Purchase or bywriting or calling Citigroup at the following address and telephone numbers: Citigroup Document Services, 540Crosspoint Parkway, Getzville, NY 14068, (716) 730-8055 or (877) 936-2737 (toll free within the United States).

The Information Agent or Citigroup will also provide without charge to each Holder that receives the Offer toPurchase and related documents upon request of such person, a copy of the applicable indenture relating to the Notesand of any information filed by Citigroup with the SEC.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this Offer to Purchase, including the anticipated timing and completion of the Offers, are“forward-looking statements.” Generally, “forward-looking statements” are not based on historical facts but insteadrepresent only the Company’s and management’s beliefs regarding future events. Such statements may be identified bywords such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may increase,” “may fluctuate,” and similarexpressions, or future or conditional verbs such as “will,” “should,” “would” and “could.”

Such statements are based on management’s current expectations and are subject to risks, uncertainties and changesin circumstances. Actual results may differ materially from those included in these statements due to a variety of factors,including but not limited to those described below:

the factors listed and described under “Risk Factors” in Citigroup’s 2015 Annual Report on Form 10-K;

Citigroup’s reputation and the continued strength and recognition of the Company’s brand name on a globalbasis;

Citigroup’s credit ratings;

the impact that the Financial Accounting Standard Board-adopted changes regarding off-balance sheet assets,consolidation and sale treatment could have on Citigroup’s financial statements and capital ratios; and

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the outcome of legal, regulatory, legislative, judicial and other proceedings, both within and outside of theUnited States.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result ofnew information, future events or otherwise. Holders are advised, however, to consult any further disclosures made onrelated subjects in Citigroup’s reports filed with the SEC.

THE OFFERS

General

The Company is offering to purchase for cash, upon the terms and subject to the conditions set forth in this Offer toPurchase, each series of the outstanding Notes as indicated in the table on the front cover of this Offer to Purchase.Purchases of the Maximum Tender Notes are subject to the Maximum Series Tender Cap, and are subject to pro ration.See “Maximum Series Tender Cap; Proration” below.

The Any and All Notes had an aggregate principal amount outstanding of U.S. $561,115,000 as of April 27, 2016.The Maximum Tender Notes had an aggregate principal amount outstanding of U.S. $10,505,470,000 as of April 27,2016.

Each Offer is independent of each other Offer, and any Offer may be withdrawn or modified without withdrawingor modifying any other Offer.

Tender Consideration

For each series of Notes, holders of Notes validly tendered on or prior to the Early Tender Date and accepted forpurchase pursuant to the Offers will receive the Total Consideration, which includes the Early Tender Premium, as setforth in this Offer to Purchase. Holders of Notes validly tendered subsequent to the Early Tender Date and prior to theExpiration Date and accepted for purchase pursuant to the Offers will receive the Tender Offer Consideration for suchNotes. In each case, acceptance of Notes is subject to the terms and conditions set forth in the Offer Documents,including limitations on the amount of Maximum Tender Notes subject to purchase and proration, and Holders shallreceive payment on the applicable Settlement Date.

For each series of Notes, the Total Consideration for Notes purchased pursuant to the Offers will be calculated, inaccordance with standard market practice and as described on Schedule A hereto, so as to result in a price as of theEarly Settlement Date that equates to a yield to the maturity date for the applicable series of Notes equal to the sum of:

the Reference Yield to maturity, calculated in accordance with standard market practice, corresponding to thebid-side price of the Reference Treasury Security set forth on the front cover of this Offer to Purchase at thePrice Determination Date (as displayed on the Bloomberg reference page set forth on the front cover of thisOffer to Purchase or any recognized quotation source selected by the Company in its sole discretion if suchreferenced page is not available or is manifestly erroneous), plus

the Fixed Spread set forth on the front cover of this Offer to Purchase.

This sum is referred to in this Offer to Purchase as the “Tender Offer Yield.”

Accordingly, for each series of Notes, the Total Consideration per $1,000 principal amount Notes purchasedpursuant to the applicable Offer will equal:

the present value on the Early Settlement Date of $1,000 principal amount of such Notes due on the maturitydate and all scheduled interest payments on such principal amount of Notes to be made from the EarlySettlement Date up to and including the maturity date, discounted to the Early Settlement Date in accordancewith standard market practice as described by the formula set forth in Schedule A to this Offer to Purchase, at adiscount rate equal to the Tender Offer Yield, minus

Accrued Interest as of the Early Settlement Date on such series of Notes;

such price being rounded to the nearest $0.01 per $1,000 principal amount of such series of Notes.

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Because the Total Consideration for the Notes subject to the Offers is based on a fixed spread pricingformula linked to the yield on the Reference Treasury Security, the actual amount of cash that may be receivedby a tendering Holder pursuant to the Offers will be affected by changes in such yield during the term of theOffers before the Price Determination Date. After the Price Determination Date, when the Total Consideration isno longer linked to the yield on the Reference Treasury Security, the actual amount of cash that may be receivedby a tendering Holder pursuant to the Offers will be known and holders will be able to ascertain the TotalConsideration in the manner described above, unless the Expiration Date is extended for a period of longer thantwo business days.

If at any time following the Price Determination Date, the Company extends any Offer for not more than twobusiness days, then the Total Consideration for each Note of such series of Notes tendered pursuant to such Offer shallremain the Total Consideration as determined on the Price Determination Date. If, however, the Company extends suchOffer for any period longer than two business days from the previously scheduled Expiration Date based upon which thePrice Determination Date had been established, then a new Price Determination Date for the Offer may be established(such new Price Determination Date to be not later than the second business day immediately preceding the ExpirationDate as so extended) and the Total Consideration for each Note of such series of Notes tendered pursuant to the Offershall be calculated based on the Reference Yield as of the new Price Determination Date.

Settlement Dates

The Early Settlement Date in respect of the Notes that are validly tendered and not validly withdrawn at or prior tothe Early Tender Date and accepted for payment will be after the Early Tender Date, but prior to the Expiration Date,and is expected to be on or about May 13, 2016, unless the Early Settlement Date is extended by Citigroup in itsdiscretion.

The Final Settlement Date in respect of the Notes that are validly tendered after the Early Tender Date but at orprior to the Expiration Date, and accepted for payment, will be promptly after the Expiration Date, and is expected to beon or about May 27, 2016, unless any Offer is extended by Citigroup in its discretion.

Holders whose Notes are purchased in the Offers will receive Accrued Interest on such series of Notes, payable onthe applicable Settlement Date. No tenders of Notes will be valid if submitted after the Expiration Date. In the event oftermination of the Offers, the Notes tendered pursuant to the Offers will be promptly returned to the tendering Holders.

Citigroup will calculate the Tender Offer Yield, Total Consideration, Tender Offer Consideration and AccruedInterest payable to Holders whose Notes were accepted for purchase. Such calculations will be final and binding on allHolders whose Notes were accepted for purchase, absent manifest error. Under no circumstances will any interest bepayable because of any delay in the transmission of funds to Holders by the Depositary and Information Agent or DTC.The Company will publicly announce the actual Total Consideration for the Notes subject to the Offers promptly after itis determined.

Any and All Notes; Maximum Series Tender Cap; Proration

Subject to the terms and conditions of the Offers, we will accept for purchase any and all of our Any and All Notesvalidly tendered pursuant to the Offer.

Subject to the terms and conditions of the Offers, we will accept for purchase an aggregate principalamount of Maximum Tender Notes of each series up to the amount of the Maximum Series Tender Cap for suchseries, which is set forth in the second table on the cover of this Offer to Purchase. If the aggregate principal amount ofMaximum Tender Notes of any series validly tendered exceeds the amount of the Maximum Series Tender Cap for suchseries, we will accept validly tendered Maximum Tender Notes of such series on a pro rata basis, according to theprocedures described below.

If the aggregate principal amount of any series of Maximum Tender Notes validly tendered at or prior to the EarlyTender Date exceeds the Maximum Series Tender Cap for such series, then, if any Maximum Tender Notes for suchseries are purchased, we will accept Maximum Tender Notes of such series validly tendered at or prior to the EarlyTender Date on a pro rata basis (rounded down to avoid the purchase of Maximum Tender Notes in a principal amountother than in integral multiples of $1,000), based on the aggregate principal amount of such series of Maximum TenderNotes validly tendered in the Offer, and we will not accept any Maximum Tender Notes validly tendered after the EarlyTender Date, unless we in our sole discretion increase the Maximum Series Tender Cap for such series.

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If the aggregate principal amount of any series of Maximum Tender Notes validly tendered at or prior to the EarlyTender Date is less than the Maximum Series Tender Cap for such series, then if any Maximum Tender Notes arepurchased, we will accept all such Maximum Tender Notes of such series validly tendered at or prior to the EarlyTender Date. We will also accept Maximum Tender Notes of such series validly tendered after the Early Tender Datebut at or prior to the Expiration Date up to the Maximum Series Tender Cap for such series on a pro rata basis (roundeddown to avoid the purchase of Maximum Tender Notes in a principal amount other than in integral multiples of $1,000)based on the aggregate principal amount of such series of Maximum Tender Notes validly tendered after the EarlyTender Date, if the total amount of any series of Maximum Tender Notes validly tendered is greater than the MaximumSeries Tender Cap for such series. And, we will accept all Maximum Tender Notes validly tendered after the EarlyTender Date but at or prior to the Expiration Date, if the total amount of Maximum Tender Notes of such series validlytendered is less than or equal to the Maximum Series Tender Cap of any series.

In determining proration of tendered Maximum Tender Notes of a series, the amount accepted from each holder ofsuch series that has validly tendered Maximum Tender Notes of any such series will be reduced by a percentagedetermined by the following formula:

Proration Percentage = (TA – TC) / TA

where:

TA = actual principal amount of Maximum Tender Notes of a series validly tendered in the Offer ofsuch series for the Maximum Tender Notes (or, in the case of a proration of a series of Maximum TenderNotes validly tendered after the Early Tender Date but at or prior to the Expiration Date, the actualprincipal amount of Maximum Tender Notes of such series validly tendered after the Early Tender Date)

TC = Maximum Series Tender Cap (or, in the case of a proration of Maximum Tender Notes of suchseries validly tendered after the Early Tender Date but at or prior to the Expiration Date, the remainingamount of the Maximum Series Tender Cap of such series after giving effect to purchases made on theEarly Settlement Date).

Depending on the amount of the 6.125% Notes due 2036 validly tendered and the proration percentage applied, ifthe principal amount of the notes that are unaccepted and returned as a result of proration would result in less than theminimum denomination of $100,000 principal amount being returned to such holder, we will accept all of such holder’svalidly tendered Maximum Tender Notes of such series.

We reserve the right, but are not obligated, to increase the Maximum Series Tender Cap of any series in our solediscretion without extending the Withdrawal Date or otherwise reinstating withdrawal rights, except as required by law.

The Any and All Notes will not be subject to proration.

Conditions of the Offers

Notwithstanding any other provision of the Offers, the Company will not be obligated to accept for purchase, andpay for, validly tendered Notes pursuant to the Offers if the General Conditions (as defined below) have not beensatisfied or, where possible, waived with respect to the Notes.

For purposes of the foregoing provisions, all of the “General Conditions” will be deemed to have been satisfied onthe Early Tender Date or the Expiration Date, as the case may be, unless any of the following conditions shall haveoccurred and be continuing after the date of this Offer to Purchase and before the Early Tender Date or Expiration Date:

(i) any general suspension of trading in, or limitation on prices for, securities in the United States securities orfinancial markets, (ii) a material impairment in the trading market for debt securities, (iii) a declaration of abanking moratorium or any suspension of payments in respect of banks in the United States (whether or notmandatory), (iv) any limitation (whether or not mandatory) by any governmental authority on, or other eventhaving a reasonable likelihood of affecting, the extension of credit by banks or other lending institutions in theUnited States, (v) any attack on, outbreak or escalation of hostilities or acts of terrorism involving the UnitedStates that would reasonably be expected to have a materially disproportionate effect on Citigroup’s (or itssubsidiaries’) business, operations, condition or prospects relative to other companies in the same industry or

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(vi) any significant adverse change in the United States securities or financial markets generally or in the caseof any of the foregoing existing on the date hereof, a material acceleration or worsening thereof;

the existence of an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction thatshall have been enacted, entered, issued, promulgated, enforced or deemed applicable by any court orgovernmental, regulatory or administrative agency or instrumentality that, in Citigroup’s reasonable judgment,would or would be reasonably likely to prohibit, prevent or materially restrict or delay consummation of theOffers or that is, or is reasonably likely to be, materially adverse to the business, operations, properties,condition (financial or otherwise), assets, liabilities or prospects of Citigroup or its subsidiaries;

any instituted or pending action or proceeding before or by any court or governmental, regulatory oradministrative agency or instrumentality, or by any other person, that challenges the making of the Offers or isreasonably likely to directly or indirectly prohibit, prevent, restrict or delay the consummation of the Offers orotherwise adversely affects the Offers in any material manner;

there exists, any other actual or threatened legal impediment to the Offers or any other circumstances thatwould materially adversely affect the transactions contemplated by the Offers or the contemplated benefits ofthe Offers to Citigroup or its subsidiaries;

an event or events or the likely occurrence of an event or events that would or might reasonably be expected toprohibit, restrict or delay the consummation of the Offers or materially impair the contemplated benefits of theOffers; or

the Trustee objects in any respect to, or takes any action that would be reasonably likely to materially andadversely affect, the consummation of the Offers, or takes any action that challenges the validity oreffectiveness of the procedures used by Citigroup in the making of the Offers or in the acceptance of the Notes.

The conditions described above are solely for the Company’s benefit and may be asserted by the Companyregardless of the circumstances giving rise to any such condition, and, where possible, may be waived by the Company,in whole or in part, at any time and from time to time before the Early Tender Date or the Expiration Date, as the casemay be. The Company’s failure at any time to exercise any of its rights will not be deemed a waiver of any other right,and each right will be deemed an ongoing right which may be asserted at any time and from time to time.

Certain Significant Consequences to Holders

In deciding whether to participate in the Offers, each Holder should consider carefully, in addition to the otherinformation contained in this Offer to Purchase and incorporated by reference in, the following:

Limited Trading Market for the Notes

To the extent that Notes of a series are tendered and accepted in the Offer, the trading market for such series ofNotes will likely become further limited. A bid for a debt security with a smaller outstanding principal amount availablefor trading (a smaller “float”) may be lower than a bid for a comparable debt security with a greater float. Therefore, themarket price for, and liquidity of, Notes not tendered or tendered but not purchased may be affected adversely to theextent that the principal amount of the Notes purchased pursuant to the Offer reduces the float. The reduced float mayalso tend to make the trading price more volatile. Holders of unpurchased Notes may attempt to obtain quotations fortheir Notes from their brokers. However, there can be no assurance that an active trading market will exist for the Notesfollowing consummation of the Offer. The extent of the public market for the Notes following consummation of theOffer will depend upon a number of factors, including the size of the float, the number of Holders remaining at suchtime and their interest in trading the Notes, and the interest in maintaining a market in the Notes on the part of securitiesfirms.

Other Actions Affecting Notes

Whether or not the Offers are consummated, the Company or its affiliates may from time to time following theexpiration of the Offers take any of the following actions:

acquire Notes, other than pursuant to the Offers, through open-market purchases, privately negotiatedtransactions, other tender offers, exchange offers or otherwise, upon such terms and at such prices as they may

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determine, which may be more or less than the prices to be paid pursuant to the Offers and could be for cash orother consideration;

redeem the Notes pursuant to the terms thereof; or

effect a defeasance of the Notes if the Company, among other things, irrevocably deposits funds or certaingovernmental securities in trust, in accordance with the terms of the applicable indenture, sufficient to pay theprincipal of and interest on the outstanding Notes to maturity and subject to certain other conditions.

The effect of any of these actions may directly or indirectly affect the price of any series of Notes that remainoutstanding after the consummation of the Offers.

Procedures for Tendering Notes

The Any and All Notes may be tendered only in principal amounts equal to minimum denominations of $1,000 andintegral multiples of $1,000 in excess thereof. The Maximum Tender Notes may be tendered only in principal amountsequal to minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof except for the 6.125%Notes due 2036, which may be tendered only in principal amounts equal to minimum denominations of $100,000 (the“Minimum Authorized Denomination”) and integral multiples of $1,000 in excess thereof. No alternative,conditional or contingent tenders will be accepted. Holders who tender less than all of their 6.125% Notes due 2036must continue to hold Notes in at least the Minimum Authorized Denomination of $100,000 principal amount.

How to Tender Notes; Book-Entry Delivery of Notes; Tender through ATOP

Within two business days after the date of this Offer to Purchase, the Depositary will establish accounts withrespect to each series of Notes at DTC for purposes of the Offers. The Depositary and DTC have confirmed that theOffers are eligible for ATOP, whereby a financial institution that is a participant in DTC’s system may tender Notes bymaking book-entry delivery of Notes by causing DTC to transfer Notes into an ATOP account.

To effectively tender Notes, DTC participants should transmit their acceptance through ATOP, and DTC will thenedit and verify the acceptance and send an Agent’s Message to the Depositary for its acceptance. The term “Agent’sMessage” means a message, transmitted by DTC to, and received by, the Depositary and forming a part of a book-entryconfirmation, which states that DTC has received an express acknowledgment from the tendering participant stating thatsuch participant has accepted the Offer and agrees to be bound by the terms, conditions and provisions of such Offer.An Agent’s Message and any other required documents must be transmitted to, and received by, the Depositary beforethe Early Tender Date or the Expiration Date, as applicable, at one of its addresses set forth on the back cover page ofthis Offer to Purchase. Delivery of the Agent’s Message by DTC will satisfy the terms of the Offers in lieu of executionand delivery of a Letter of Transmittal by the participant identified in the Agent’s Message. Accordingly, a Holdertendering through ATOP does not need to complete a Letter of Transmittal with respect to Notes being tendered.

Delivery of such documents to DTC does not constitute delivery to the Depositary.

The delivery and surrender of the Notes is not effective, and the risk of loss of the Notes does not pass to theDepositary, until receipt by the Depositary of a properly transmitted Agent’s Message together with all accompanyingevidences of authority and any other required documents in a form satisfactory to the Company. The method of deliveryof the Notes and all other required documents, including delivery through DTC and acceptance of an Agent’s Messagetransmitted through ATOP, is at the option and risk of the tendering Holder. In all cases, sufficient time should beallowed for such documents to reach the Depositary prior to the Expiration Date in order to be eligible to receive theTender Offer Consideration or Total Consideration.

Representations, Warranties and Undertakings; Company’s Acceptance Constitutes an Agreement

By tendering your Notes through DTC and delivering either a Letter of Transmittal or an Agent’s Message throughATOP, you will be agreeing with, acknowledging, representing, warranting and undertaking to us, the Depositary andthe Dealer Manager substantially the following on each of the Expiration Date and the applicable Settlement Date, asthe case may be (if you are unable to give these agreements, acknowledgements, representations, warranties andundertakings, you should contact the Dealer Manager or the Depositary immediately):

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(1) You irrevocably constitute and appoint the Depositary as your true and lawful agent and attorney-in-fact (withfull knowledge that the Depositary also acts as our agent) with respect to such Notes, with full powers of substitutionand revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (i) presentsuch Notes and all evidences of transfer and authenticity to, or transfer ownership of, such Notes on the account booksmaintained by DTC to, or upon the order of, Citigroup, (ii) present such Notes for transfer of ownership on the books ofCitigroup, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Notes, all inaccordance with the terms and conditions of the Offers.

(2) You understand that tenders of Notes may be withdrawn by written notice of withdrawal received by theDepositary at any time prior to the Withdrawal Date. In the event of a termination of the Offers, the Notes tenderedpursuant to the Offers will be credited to the account maintained at DTC from which such Notes were delivered.

(3) You understand that tenders of Notes pursuant to any of the procedures described in this Offer to Purchase andacceptance of such Notes by the Company will constitute a binding agreement between you and the Company upon theterms and subject to the conditions of this Offer to Purchase. For purposes of the Offers, you understand that validlytendered Notes (or defectively tendered Notes with respect to which the Company has or has caused to be waived suchdefect) will be deemed to have been accepted by the Company if, as and when Citigroup gives oral or written noticethereof to the Depositary.

(4) You have full power and authority to tender, sell, assign and transfer the Notes tendered and that when suchtendered Notes are accepted for purchase and payment by the Company, the Company will acquire good title thereto,free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim or right andtogether with all rights attached thereto. You will, upon request, execute and deliver any additional documents deemedby the Depositary or by the Company to be necessary or desirable to complete the sale, assignment, transfer andcancellation of the Notes tendered or to evidence such power and authority.

(5) You have received the Offer to Purchase, and have reviewed and accepted the offer and distributionrestrictions, terms, conditions, risk factors and other considerations of the Offers, all as described in this Offer toPurchase, and have undertaken an appropriate analysis of the implications of such Offers without reliance on us, theDealer Manager, the Depositary, the Information Agent or the Trustee. All authority conferred or agreed to be conferredshall not be affected by, and shall survive, your death or incapacity, and any obligation of you hereunder shall bebinding upon your heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successorsand assigns.

(6) You understand that Citigroup will pay the Tender Offer Consideration or Total Consideration, as the case maybe, and the accrued and unpaid interest from, and including, the last interest payment date for the Notes up to, but notincluding, the applicable Settlement Date with respect to the Notes accepted for purchase.

(7) You recognize that under certain circumstances set forth in this Offer to Purchase, the Company may terminateor amend any Offer or may postpone the acceptance for payment of, or the payment for, Notes tendered or may not berequired to purchase any of the Notes tendered.

(8) You are not a person to whom it is unlawful to make an invitation pursuant to the Offers under applicablesecurities laws.

(9) You understand that the delivery and surrender of any Notes is not effective, and the risk of loss of the Notesdoes not pass to the Depositary, until receipt by the Depositary of an Agent’s Message or Letter of Transmittal properlycompleted and duly executed, together with all accompanying evidences of authority and any other required documentsin form satisfactory to the Company. All questions as to form of all documents and the validity (including time ofreceipt) and acceptance of tenders and withdrawals of Notes will be determined by the Company, in its sole discretion,which determination shall be final and binding.

(10)You request that any Notes representing principal amounts not tendered or not accepted for purchase be issuedin the name of, and delivered by credit to, the account of DTC.

(11)You have observed (and will observe) the laws of all relevant jurisdictions, obtained all requisite governmental,exchange control or other required consents, complied with all requisite formalities and paid (or will pay) any issue,transfer or other taxes or requisite payments due from you in each respect in connection with any offer or acceptance, inany jurisdiction and that you have not taken or omitted to take any action in breach of the representations or which will

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or may result in the Company or any other person acting in breach of the legal or regulatory requirements of any suchjurisdiction in connection with the Offers or tender of Notes in connection therewith.

(12)You acknowledge that none of Citigroup, the Dealer Manager, the Information Agent, the Depositary or theTrustee is making any recommendation as to whether or not you should tender Notes in response to the Offers.

(13)You are outside the Republic of France or, if you are located in the Republic of France, you are a qualifiedinvestor or acting directly for the account of a qualified investor (as defined in article L.411-2 of the French Codemonétaire et financier and Decree No. 98-888 dated 1 October 1998).

(14)You are outside the Republic of Italy or, if you are located in the Republic of Italy, you are a qualified investor(as defined pursuant to Article 100, first paragraph, letter a) of the Financial Services Act and Article 34-ter, paragraph1, letter b) of the Issuers’ Regulation).

(15)You are not a resident and/or located in the United Kingdom or, if you are a resident and/or located in theUnited Kingdom, you are a person falling within the definition of investment professional (as defined in Article 19(5) ofthe Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within Article 43(2) ofthe Order, or to whom this Offer to Purchase may lawfully be communicated in accordance with the Order.

(16)You are outside the Kingdom of Belgium or, if you are located in the Kingdom of Belgium, you are aprofessional or institutional investor referred to in article 3.2 of the Public Decree, acting on behalf of your ownaccount.

(17)You are not located or resident in Australia or, if you are located or resident in Australia, you are a professionalinvestor as defined in Section 9 of the Corporations Act or a wholesale client as defined in Section 761 G of theCorporations Act or otherwise a person to whom an offer may be made under Corporations Regulation 7.9.97 under theCorporations Act.

Your custodian or nominee, by delivering, or causing to be delivered, the Notes and the completed Agent’sMessage or the Letter of Transmittal to the Depositary is representing and warranting that you, as owner of the Notes,have represented, warranted and agreed to each of the above. If you are unable to give the foregoing representations,warranties and undertakings, you should contact the Dealer Manager or the Depositary.

Our acceptance for payment of any series of Notes tendered under the applicable Offer will constitute a bindingagreement between you and us upon the terms and conditions of the Offers described in the Offer Documents.

No Guaranteed Delivery

The Company does not intend to permit tenders of Notes by guaranteed delivery procedures.

Early Tender Date; Expiration Date; Extensions; Amendments; Termination

The Early Tender Date for the Offers is 5:00 p.m., New York City time, on May 10, 2016, unless extended, inwhich case the Early Tender Date will be such date to which the Early Tender Date is extended.

The Expiration Date for the Offers is 11:59 p.m., New York City time, on May 24, 2016, unless extended, in whichcase the Expiration Date will be such date to which the Expiration Date is extended.

The Company, in its sole discretion, may extend the Early Tender Date or Expiration Date for any Offer for anypurpose, including to permit the satisfaction or, where possible, waiver of the conditions to such Offer. To extend theEarly Tender Date or the Expiration Date, the Company will notify the Depositary and will make a publicannouncement thereof promptly following the Early Tender Date or Expiration Date, as applicable. Such announcementwill state that the Company is extending the relevant term for a specified period. Without limiting the manner in whichthe Company may choose to make a public announcement of any extension, amendment or termination of such Offer,the Company will not be obligated to publish, advertise or otherwise communicate any such public announcement, otherthan by making a timely press release through Business Wire.

All references to the Early Tender Date or Expiration Date in this Offer to Purchase are to the Early Tender Date orExpiration Date, respectively, with respect to the Offers, as each may be extended or terminated.

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The Company expressly reserves the right, subject to applicable law, to:

delay accepting the Notes, extend the Early Tender Date or Expiration Date or, if the conditions to the Offersare not satisfied, terminate the Offers at any time and not accept the Notes; and

if the conditions to the Offers are not satisfied, amend or modify at any time, the terms of the Offers in anyrespect, including, by waiving, where possible, any conditions to consummation of the Offers.

If the Company exercises any such right, the Company will give written notice thereof to the Depositary and will makea public announcement thereof as promptly as practicable and, in the case of a termination, all Notes theretoforetendered pursuant to the Offers and not accepted for payment will be returned promptly to the tendering Holders thereof.

Each Offer is independent of each other Offer, and any Offer may be withdrawn or modified without withdrawingor modifying any other Offer.

The minimum period during which either Offer will remain open following material changes in the terms of suchOffer or in the information concerning such Offer will depend upon the facts and circumstances of such change,including the materiality of the changes. If any of the terms of such Offer are amended in a manner determined by theCompany to constitute a material change adversely affecting any Holder, the Company will (i) promptly disclose anysuch amendment in a manner reasonably calculated to inform Holders of such amendment, (ii) extend such Offer for aperiod that the Company deems appropriate, subject to applicable law, depending upon the significance of theamendment and the manner of disclosure to Holders, if such Offer would otherwise expire during such period, and (iii)extend withdrawal rights for a period that the Company deems appropriate to allow tendering Holders a reasonableopportunity to respond to such amendment.

Transfer Taxes

The Company will pay all transfer taxes applicable to the purchase and transfer of Notes pursuant to this Offer toPurchase, except that if the payment of the Tender Offer Consideration or Total Consideration, as the case may be, isbeing made to, or if Notes that are not tendered or not purchased in the Offer are to be registered or issued in the nameof, any person other than the Holder of the Notes or the DTC participant in whose name the Notes are held on the booksof DTC, or if a transfer tax is imposed for any reason other than the purchase of Notes under the Offers, then the amountof any such transfer tax (whether imposed on the Holder or any other person) will be payable by the tendering Holder. Ifsatisfactory evidence of payment of that tax or exemption from payment is not submitted, then the amount of thattransfer tax will be deducted from the Tender Offer Consideration or Total Consideration, as the case may be, otherwisepayable to the tendering Holder.

Acceptance of Notes for Purchase; Payment for Notes

Upon the terms and subject to the conditions of the Offers, the Company will notify the Depositary promptly afterthe Expiration Date of which Notes are accepted for purchase and payment pursuant to the Offers. For purposes of theOffers, the Company will be deemed to have accepted for purchase validly tendered Notes (or defectively tenderedNotes with respect to which the Company has waived such defect) if, as and when the Company gives oral (promptlyconfirmed in writing) or written notice thereof to the Depositary. With respect to tendered Notes that are to be returnedto Holders, such Notes will be credited to the account maintained at DTC promptly following the Expiration Date ortermination of the applicable Offer.

Upon the terms and subject to the conditions of the Offers, the Company will accept for purchase, and pay for,Notes validly tendered pursuant to the Offers and not validly withdrawn upon the satisfaction or, where possible, waiverof the General Conditions specified under “—Conditions of the Offers.” The Company will promptly pay for all Notesaccepted for purchase. In all cases, payment for Notes accepted for purchase pursuant to the Offers will be made onlyafter confirmation of book-entry transfer thereof.

The Company will pay for Notes accepted for purchase in the Offers by depositing such payment in cash with DTC,which will act as agent for the tendering Holders for the purpose of receiving payment for Notes. Upon the terms andsubject to the conditions of the Offers, delivery by DTC of the Tender Offer Consideration or Total Consideration, asthe case may be, with respect to the purchased Notes will be made on the applicable Settlement Date.

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If, for any reason (including if the Company chooses to do so), acceptance for purchase of, or payment for, validlytendered Notes pursuant the Offer of any series is delayed, or the Company is unable to accept for purchase or to pay forvalidly tendered Notes pursuant to such Offer, then the Depositary may, nevertheless, on behalf of the Company, retainthe tendered Notes of such series (which may not then be withdrawn), without prejudice to the rights of the Company asdescribed under “—Early Tender Date; Expiration Date; Extensions; Amendments; Termination” and “—Conditions ofthe Offer” above and “—Withdrawal of Tenders” below, but subject to Rule 14e-1 under the Exchange Act, whichrequires that the Company pay the applicable consideration offered or return the Notes of such series tendered promptlyafter the termination or withdrawal of such Offer.

If any tendered Notes of a series are not accepted for payment for any reason pursuant to the terms and conditionsof the Offer Documents, such Notes will be credited to the account maintained at DTC promptly following theExpiration Date or termination of the Offer with respect to such series.

Holders of Notes tendered and accepted for payment pursuant to the Offers will be entitled to any accrued andunpaid interest on their series of Notes from, and including, the last interest payment date up to, but excluding, theapplicable Settlement Date, which will be payable on the applicable Settlement Date. Under no circumstances will anyadditional interest be payable because of any delay by DTC in the transmission of funds to the Holders of purchasedNotes or otherwise.

The Company may transfer or assign, in whole or from time to time in part, to one or more of its affiliates or anythird party the right to purchase all or any of the Notes tendered pursuant to the Offers, but any such transfer orassignment will not relieve the Company of its obligations under the Offers and will in no way prejudice the rights oftendering Holders to receive payment for Notes validly tendered and not validly withdrawn and accepted for paymentpursuant to the Offers.

Withdrawal of Tenders

Tenders of Notes may be validly withdrawn on or prior to the Withdrawal Date but may not be validly withdrawnafter such time. In the event of termination of the any Offer, the Notes tendered pursuant to such Offer will be promptlyreturned to the tendering Holders.

For a withdrawal of tendered Notes to be effective, a properly transmitted “Request Message” through ATOP mustbe received by the Depositary prior to the Withdrawal Date, at its address set forth on the back cover page of this Offerto Purchase. Any such notice of withdrawal must:

specify the name of the participant in the book-entry transfer facility whose name appears on the securityposition listing as the owner of such Notes;

contain the description of the aggregate principal amount represented by such Notes; and

specify the name and number of the account at the book-entry transfer facility to be credited with withdrawnNotes.

If the Notes to be withdrawn have been delivered or otherwise identified to the Depositary, notice of withdrawal iseffective immediately upon receipt by the Depositary of the “Request Message” through ATOP.

Withdrawal of Notes may only be accomplished in accordance with the foregoing procedures.

Any permitted withdrawal of Notes may not be rescinded. Any Notes validly withdrawn will thereafter be deemednot validly tendered for purposes of the Offers; provided, however, that withdrawn Notes may be re-tendered by againfollowing one of the appropriate procedures described herein at any time prior to the Expiration Date.

Other Matters

Tendering Holders of Notes purchased in the Offers will not be obligated to pay brokerage fees or commissions tothe Dealer Manager, the Depositary, the Information Agent, the Trustee or the Company or to pay transfer taxes (exceptas indicated above in “—Transfer Taxes”) with respect to the purchase of their Notes. However, beneficial owners ofNotes that are held through a broker, dealer, commercial bank or other nominee may be charged a fee by such nominee

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for tendering Notes on such beneficial owners’ behalf. The Company will pay all other charges and expenses inconnection with the Offers.

All questions as to the form of documents and validity, eligibility (including time of receipt), acceptance forpayment and any withdrawal of tendered Notes will be determined by the Company in its sole discretion, and itsdetermination will be final and binding on all Holders. The Company reserves the absolute right to reject any and alltenders of Notes that it determines are not in proper form or for which the acceptance for payment or payment may, inthe opinion of its counsel, be unlawful. The Company also reserves the absolute right, in its sole discretion, subject toapplicable law, to waive or amend any of the conditions of the Offers or any defect or irregularity in the tender orwithdrawal of Notes of any particular Holder, whether or not similar conditions, defects or irregularities are waived inthe case of other Holders.

The Company’s interpretation of the terms and conditions of the Offers will be final and binding on all Holders.Any defect or irregularity in connection with tenders of Notes must be cured within such time as the Companydetermines, unless waived by the Company. Tenders of Notes will not be deemed to have been made until all defects orirregularities have been waived by the Company or cured. None of Citigroup, the Dealer Manager, the Depositary, theInformation Agent, or any other person will be under any duty to give notification of any defects or irregularities intenders or will incur any liability for failure to give any such notification.

There are no appraisal or other similar statutory rights available to Holders in connection with the Offers.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion describes certain U.S. federal income tax consequences to beneficial owners of theNotes of the sale of Notes pursuant to the Offers and Solicitations. This discussion applies only to Notes held ascapital assets and does not describe all of the tax consequences that may be relevant to beneficial owners in light oftheir particular circumstances, including alternative minimum tax and Medicare contribution tax consequences, or tobeneficial owners subject to special rules, such as:

certain financial institutions;

tax-exempt organizations;

insurance companies;

dealers or traders using a mark-to-market method of tax accounting for the Notes;

persons holding Notes as part of an integrated transaction;

U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes; or

U.S. expatriates.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Notes, the U.S.federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of thepartnership. Partners in a partnership that are beneficial owners of Notes are urged to consult their tax advisors as totheir particular U.S. federal income tax consequences of the Offers.

No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) regarding any taxconsequences relating to the matters discussed herein. Consequently, no assurance can be given that the IRS will notassert, or that a court would not sustain, a position contrary to any of those summarized below.

This summary is based on the Internal Revenue Code of 1986, as amended to the date hereof (the “Code”),administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of thedate hereof, changes to any of which subsequent to the date of this Offer to Purchase may affect the tax consequencesdescribed herein, possibly on a retroactive basis. This summary does not address any aspect of state, local or non-U.S. taxation, or any taxes other than income taxes. Persons holding Notes are urged to consult their tax advisorswith regard to the application of the U.S. federal tax laws to their particular situations, as well as any taxconsequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

Tax Consequences to Tendering U.S. Holders

As used in this section, the term “U.S. Holder” means a beneficial owner of a Note that is, for U.S. federalincome tax purposes:

a citizen or individual resident of the United States;

a corporation created or organized in or under the laws of the United States, any state thereof or the District ofColumbia; or

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

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Sale of Notes Pursuant to the Offers

Upon the Company’s purchase of a Note pursuant to the Offers, a U.S. Holder will recognize taxable gain orloss equal to the difference between the amount realized on the sale (other than any portion attributable to accruedand unpaid interest) and the U.S. Holder’s adjusted tax basis in the Note. A U.S. Holder’s adjusted tax basisgenerally will be the original cost of the Note to the U.S. Holder increased by any market discount (as definedbelow) previously included in the U.S. Holder’s gross income and decreased (but not below zero) by anyamortizable bond premium that the U.S. Holder has previously amortized. Amortizable bond premium generally isthe excess of a U.S. Holder’s tax basis in the Note immediately after its acquisition over the principal amount ofthe Note.

Subject to the application of the market discount rules discussed below, any gain or loss will be capital gainor loss and will be long-term capital gain or loss if the U.S. Holder held the Note for more than one year at thetime of the purchase. Long-term capital gains of non-corporate U.S. Holders are generally eligible for reducedrates of taxation. The deductibility of capital losses for U.S. federal income tax purposes is subject to limitations.The cash received attributable to accrued and unpaid interest will be treated as a payment of interest.Accordingly, to the extent that such accrued interest has not yet been included in a U.S. Holder’s income, the cashreceived will be taxable as ordinary income.

If a U.S. Holder acquired a Note at a “market discount” (i.e., at a price that is below the principal amount ofthe Note, if the difference is not less than a de minimis amount), any gain recognized by the U.S. Holder upon thepurchase of the Note pursuant to the Offers will be treated as ordinary income to the extent of any accrued marketdiscount that the U.S. Holder has not previously included in income as ordinary income.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS in connection with payments made with respect to the Offers(including any amounts attributable to accrued but unpaid interest), except with respect to a U.S. Holder whoestablishes that it is an exempt recipient. A U.S. Holder will be subject to backup withholding on such payments ifthe U.S. Holder fails to timely provide its correct taxpayer identification number and to comply with certaincertification procedures or otherwise fails to establish an exemption from backup withholding. The amount of anybackup withholding deducted from a payment to a U.S. Holder will be allowed as a credit against the U.S.Holder’s U.S. federal income tax liability and may entitle the U.S. Holder to a refund, provided that the requiredinformation is timely furnished to the IRS.

Tax Consequences to Tendering Non-U.S. Holders

As used in this section, the term “Non-U.S. Holder” means a beneficial owner of a Note that is, for U.S.federal income tax purposes:

a nonresident alien individual;

a foreign corporation; or

a foreign estate or trust.

This discussion does not address Non-U.S. Holders who own, actually or constructively, ten percent or moreof the total combined voting power of all classes of stock of the Company entitled to vote or who are controlledforeign corporations related to the Company (within the meaning of the Code). Additionally, this discussion doesnot describe the U.S. federal income tax consequences to Non-U.S. Holders who are individuals present in theUnited States for 183 days or more in the taxable year of disposition of the Notes, who will generally be subject tospecial rules and are urged to consult their tax advisors regarding the U.S. federal income tax consequencesapplicable to them.

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Sale of Notes Pursuant to the Offers

Payments (including with respect to accrued and unpaid interest) to any Non-U.S. Holder in exchange forNotes surrendered in the Offers generally will not be subject to U.S. federal income or withholding tax, providedthat (i) the Non-U.S. Holder certifies on an applicable IRS Form W-8, under penalties of perjury, that it is not aU.S. person, and (ii) such payments are not effectively connected with the conduct of a trade or business in theUnited States, as discussed below. If a Non-U.S. Holder does not provide the necessary certification described inclause (i) above (or certain other documentary evidence permitted by the applicable regulations), any amountsreceived in the Offers that are attributable to accrued and unpaid interest will generally be subject to U.S. federalwithholding tax at a rate of 30%.

Effectively Connected Income

If a Non-U.S. Holder of a Note is engaged in a trade or business in the United States, and if income or gain onthe Note is effectively connected with the conduct of that trade or business (and, if an income tax treaty sorequires, is attributable to a permanent establishment in the United States), the Non-U.S. Holder, although exemptfrom the withholding tax referred to above, will generally be taxed in the same manner as a U.S. Holder (see “—Tax Consequences to Tendering U.S. Holders” above), except that the Non-U.S. Holder will be required toprovide a properly executed IRS Form W-8ECI (or appropriate substitute form) in order to receive paymentsattributable to accrued and unpaid interest free of withholding. A Non-U.S. Holder should consult its tax advisorwith respect to other U.S. tax consequences of the disposition of Notes in the Offers including, with respect to aNon-U.S. Holder that is a foreign corporation, the possible imposition of a branch profits tax on its effectivelyconnected earnings and profits at a rate of 30% (or lower treaty rate).

Backup Withholding and Information Reporting

Unless a Non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, theNon-U.S. Holder may be subject to backup withholding and related information reporting on any paymentsreceived in exchange for the Notes (and even if the Non-U.S. Holder does comply with these procedures,information reporting may nonetheless apply to any amounts attributable to accrued but unpaid interest).Compliance with the certification procedures required to claim the exemption from withholding tax referred toabove will satisfy the certification requirements necessary to avoid backup withholding as well. The amount ofany backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against the Non-U.S.Holder’s U.S. federal income tax liability and may entitle the Non-U.S. Holder to a refund, provided that therequired information is timely furnished to the IRS.

FATCA Legislation

Legislation commonly referred to as “FATCA” imposes U.S. federal withholding tax at a rate of 30% oncertain payments of U.S. source interest and, after December 31, 2018, the gross proceeds from the sale or otherdisposition of an obligation that produces U.S. source interest, in each case, to certain foreign entities, either asbeneficial owners or as intermediaries. The FATCA withholding obligation with respect to payments of U.S.source interest does not apply to any debt instrument issued before July 1, 2014 (unless such debt instrument is thesubject of a “significant modification” in such a way that it is considered to be re-issued for U.S. federal incometax purposes on or after such date) and the FATCA withholding obligation with respect to gross proceeds does notapply to payments made on or before December 31, 2018. Accordingly, FATCA withholding is not expected tobe required with respect to payments received on a sale pursuant to the Offers of Notes issued before July 1, 2014.FATCA withholding is, however, expected to be required with respect to payments of interest (but not grossproceeds of a disposition) received on a sale pursuant to the Offers of Notes issued on or after July 1, 2014. Youare urged to consult your own tax advisor regarding FATCA and its application to the Notes.

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DEALER MANAGER, INFORMATION AGENT AND THE DEPOSITARY

Citigroup has retained Citigroup Global Markets Inc. to act as Dealer Manager on behalf of the Company inconnection with the Offers, and Citigroup has agreed to pay the Dealer Manager a customary fee in connectiontherewith. Citigroup has also agreed to reimburse the Dealer Manager for reasonable out-of-pocket expensesincurred in connection with the Offers, including reasonable fees and disbursements of counsel, and to indemnifythe Dealer Manager against certain liabilities arising in connection with the Offers, including liabilities under thefederal securities laws.

The Dealer Manager is an affiliate of Citigroup and, in the ordinary course of its business, makes markets indebt securities of Citigroup, including the Notes, for its own accounts and for the accounts of their customers. As aresult, from time to time, the Dealer Manager may own certain of Citigroup’s debt securities, including the Notes.

Citigroup has retained Global Bondholder Services Corporation to act as Information Agent in connection withthe Offers. The Information Agent will assist Holders that request assistance in connection with the Offers, and mayrequest that brokers, dealers and other nominee Holders forward materials relating to the Offers to beneficialowners. Citigroup has agreed to pay the Information Agent a customary fee for such service. Citigroup has alsoagreed to reimburse the Information Agent for its reasonable out-of-pocket expenses and to indemnify theInformation Agent against certain liabilities in connection with the Offers, including liabilities arising under thefederal securities laws.

Global Bondholder Services Corporation has also been appointed as Depositary for the Offers. Allcorrespondence in connection with the Offers should be sent or delivered by each Holder or a beneficial owner’sbroker, dealer, commercial bank, trust company or other nominee to the Depositary at the address and telephonenumber set forth on the back cover page of this Offer to Purchase. Any Holder or beneficial owner that has questionsconcerning tender procedures with respect to the Offers should contact the Depositary at the address and telephonenumber set forth on the back cover of this Offer to Purchase.

OTHER MATTERS

The Offers are not being made to (nor will tenders of Notes be accepted from or on behalf of) Holders of Notesin any jurisdiction in which the making or acceptance of the Offers would not be in compliance with the laws ofsuch jurisdiction. If the Company becomes aware of any jurisdiction in which the making of the Offers or the tenderof Notes would not be in compliance with applicable law, the Company may, in its sole discretion, make an effort tocomply with any such law. If, after such effort, the Company cannot comply with any such law, the Offers will notbe made to the Holder of Notes residing in such jurisdiction.

The Trustee has not independently verified, makes no representation or warranty, express or implied, regarding,and assumes no responsibility for, the accuracy or adequacy of the information provided herein. The Trustee willconclusively rely on the results of the Offers as reported by the Depositary and us, and the Trustee will have noliability in connection therewith.

A-1

SCHEDULE A

Formula for Determining Total Consideration and Accrued Interest

Tender Offer Yield (YLD) = The sum of:

the Reference Yield to maturity, calculated inaccordance with standard market practice,corresponding to the bid-side price of theReference Treasury Security set forth on thefront cover of this Offer to Purchase at the PriceDetermination Date (the Bloomberg referencepage set forth on the front cover of this Offer toPurchase or any recognized quotation sourceselected by the Company in its sole discretion ifsuch referenced page is not available or ismanifestly erroneous) plus

the Fixed Spread set forth on the front cover ofthis Offer to Purchase.

CPN = The contractual annual rate of interest payable on aNote expressed as a decimal.

N = The number of scheduled semi-annual interestpayments from (but not including) the SettlementDate to (and including) the maturity date of a Note.

S = The number of days from and including the semi-annual interest payment date immediatelypreceding the Settlement Date up to, but notincluding, the Settlement Date. The number of daysis computed using the 30/360 day-count method.

exp = Exponentiate. The term to the left of “exp” israised to the power indicated by the term to theright of “exp.”

NƩ k = 1

= Summate. The term in the brackets to the right ofthe summation symbol is separately calculated “N”times (substituting for “k” in that term each wholenumber between 1 and N, inclusive), and theseparate calculations are then added together.

Accrued Interest = $1,000(CPN/2)(S/180)

Formula for Total Consideration =

To obtain additional copies of the Offer to Purchase, please contact the Information Agent.

The Information Agent and Depositary for the Offers is:

Global Bondholder Services Corporation65 Broadway – Suite 404

New York, New York 10006Attention: Corporate Actions

Banks and Brokers call: (212) 430-3774Toll free: (866) 807-2200

By facsimile (Eligible Institutions Only):(212) 430-3775Confirmation:

(212) 430-3774

By Mail:

65 Broadway – Suite 404New York, New York 10006

By Hand:


By Overnight Courier:


Any questions about the Offers or procedures for accepting the Offers may be directed to the Dealer Manager.

The Sole Dealer Manager for the Offers is:

CitigroupLiability Management Group

390 Greenwich Street, 1st FloorNew York, New York 10013

(800) 558-3745 (toll free)(212) 723-6106