Citigroup (C)

Assuming only the settlement of the private offering and the completion of the Nikko Cordial transaction, scheduled for later this month, on a pro forma basis for the fourth quarter, Citi’s Tier One capital ratio would be approximately 8.2% and its TCE/RWMA capital ratio would be approximately 6.6%, exceeding the company’s announced targets.

“We are taking comprehensive action to position Citi for the future with the capital strength that will allow us to refocus on earnings and earnings growth,” said Vikram Pandit, Chief Executive Officer of Citi.  “In an uncertain environment, these actions put us on our ‘front foot,’ focused on capturing opportunities that earn attractive returns for our shareholders.”

Mr. Pandit added, “GIC is a widely-respected, long-term oriented financial investor, and I have known the principals for years.  We are delighted that they and other important investors have decided to make a significant financial investment in our firm.  These investments mark a clear vote of confidence in the future of this great institution.”

“The Board determined to reset the dividend to a level compatible with the company’s growth opportunities and business mix while continuing a meaningful income payout for shareholders,” said Sir Win Bischoff, Chairman, Citi Board of Directors.

Terms of Preferred Stock Offerings

The privately offered preferred stock will have a coupon of 7% and a conversion premium of 20%, each subject to adjustment in certain limited circumstances.

Each of the private investors has agreed to cap ownership at specific levels based on bank regulatory and foreign ownership provisions and other considerations.  Each investor acted individually in making its investment; there has been no coordination or negotiation among these investors; and the entities have agreed not to act in concert with one another or others going forward.  In addition, none of the investors will have any special governance rights or any role in the management of Citi, including no right to designate a member of the Citi Board of Directors.

Please see attached term sheet for additional details.

Builds on Prior Actions

Today’s announcement builds on prior actions Citi has taken to manage its capital base and to position itself for the future.  Since November, Citi has sold $7.5 billion of equity units to the Abu Dhabi Investment Authority, issued additional debt securities with capital benefits of approximately $4.3 billion, taken steps to substantially enhance its risk management organization, restructured certain businesses, including its Institutional Clients Group, capital markets business, mortgage operations and corporate center, and consolidated Citi-advised Structured Investment Vehicles onto its balance sheet.

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Citi, the leading global financial services company, has some 200 million customer accounts and does business in more than 100 countries, providing consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Citi’s major brand names include Citibank, CitiFinancial, Primerica, Smith Barney and Banamex. Additional information may be found at www.citigroup.com or www.citi.com.

Certain statements in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors. More information about these factors is contained in Citi’s filings with the Securities and Exchange Commission.

Citi has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and the other documents Citi has filed with the SEC for more complete information about Citi and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.  The file number for Citi’s registration statement is No. 333-132177.  Alternatively, you can request the prospectus by calling toll-free in the United States 1-877-858-5407.

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