Citigroup Effects Reverse Stock Split; “C” Begins Split-Adjusted Trading on NYSE Today

Citigroup Inc. today announced the effectiveness of its 1-for-10 reverse stock split of Citigroup common stock as of 4:10 p.m. Friday, May 6, 2011. Shares of Citigroup common stock will begin trading on a split-adjusted basis on the New York Stock Exchange under the symbol “C” when the exchange opens this morning. The shares will trade under a new CUSIP number (172967 42 4) and a new ISIN (US172967 424 2). More than 90% of Citigroup’s shareholders have twice approved extending the Board’s authority to effect the reverse stock split since the reverse stock split was initially authorized by Citigroup’s shareholders in June 2009.

As previously disclosed, at effectiveness of the reverse stock split, every ten shares of outstanding Citigroup common stock were automatically combined into one share of common stock without any change in the par value per share. This reduced the number of outstanding shares of Citigroup common stock from approximately 29 billion to approximately 2.9 billion.

“Executing the reverse stock split and our intention to reinstate a quarterly common stock dividend are important steps as we anticipate returning capital to shareholders starting next year,” said Vikram Pandit, Chief Executive Officer of Citigroup. “Taken together, we believe these actions will reduce volatility while broadening the base of potential investors. Now that we have established consistent profitability, we are working towards our next goal of responsible growth.”

No fractional shares were issued in connection with the reverse stock split. Instead, Citi’s transfer agent will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Shareholders who would otherwise hold a fractional share of Citigroup common stock will receive a cash payment from the net proceeds of that sale in lieu of such fractional share. Additional information on the treatment of fractional shares and other effects of the reverse stock split can be found in Citi’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2010.

As a result of the reverse stock split, adjustments are required to be made to certain of Citi’s outstanding securities including its warrants, convertible preferred stock, T-DECS and the rights issued pursuant to the terms of Citi’s Tax Benefits Preservation Plan (the “Plan”). The chart attached as Annex A summarizes the key adjustments effected for each series of outstanding securities affected by the reverse stock split and Annex B provides an overview of the changes to the Plan.

Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Through Citicorp and Citi Holdings, Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com.

Certain statements in this release, including without limitation Citi’s intention to reinstate its common stock dividend during the second quarter of 2011, the return of capital to shareholders in 2012, any reduction in the volatility of the price of or increase in the shareholder base for Citi common stock and statements regarding Citi’s business strategy are “forward-looking statements” within the meaning of the rules and regulations of the SEC. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) receipt of the required approval from the Citi Board of Directors for the declaration of any dividends, (ii) Citi's results of operations and financial condition, (iii) future regulatory approvals for the return of capital to shareholders, and (iv) the precautionary statements included in Citi’s filings with the SEC, including without limitation the “Risk Factors” section of Citi’s 2010 Annual Report on Form 10-K.

ANNEX A

Adjustments to Certain Terms of Citigroup Securities in Connection with Reverse Stock Split

All Adjustments Effective at 4:10 p.m. (Eastern Time) on May 6, 2011

Warrants Due October 28, 2018 (CUSIP No.: 172967 234) (NYSE: C WS B)

(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)
Warrant Share Number
Prior to Adjustment
Warrant Share Number
After Adjustment
Adjustment Formula
One share of common stock 1/10th of one share of common stock

Warrant Share Number prior
to adjustment proportionally
adjusted in light of
combination of shares =

1 / 10 =

1/10

Exercise Price Prior to AdjustmentExercise Price After AdjustmentAdjustment Formula
$17.85 $178.50

Exercise Price after
adjustment = Exercise Price
prior to adjustment ×
(Warrant Share Number prior
to adjustment / Warrant
Share Number after
adjustment) =

$17.85 × (1 / 1/10) =

$178.50

Warrants Due January 4, 2019 (CUSIP No.: 172967 226) (NYSE: C WS A)

(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)
Warrant Share Number
Prior to Adjustment
Warrant Share Number
After Adjustment
Adjustment Formula
One share of common stock 1/10th of one share of common stock

Warrant Share Number prior
to adjustment proportionally
adjusted in light of
combination of shares =

1 / 10 =

1/10

Exercise Price Prior to AdjustmentExercise Price After AdjustmentAdjustment Formula
$10.61 $106.10

Exercise Price after
adjustment = Exercise Price
prior to adjustment ×
(Warrant Share Number prior
to adjustment / Warrant
Share Number after
adjustment) =

$10.61 × (1 / 1/10) =

$106.10

7.50% T-DECS Due December 15, 2012 (CUSIP No.: 172967 416) (NYSE: CPRH)

(Terms below are used as described in the related Final Prospectus dated December 16, 2009)
“Fixed Settlement Rate”
Prior to Adjustment

“Fixed Settlement Rate”
After Adjustment

Adjustment Formula for
“Fixed Settlement Rate”

If the applicable “market value” equals or exceeds $3.94, the “fixed settlement rate” will equal 25.3968 shares of common stock (the “minimum settlement rate”)

If the applicable “market value” equals or exceeds $39.37, the “fixed settlement rate” will equal 2.5397 shares of common stock (the “minimum settlement rate”) SR1 = SR0 × (OS1÷OS0), where

SR0= the fixed settlement rate in effect at the close of business on the record date

SR1 = the fixed settlement rate in effect immediately after the record date

OS0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event

OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =

SR1 = 25.3968 × (1/10) =

SR1 = 2.5397

If the applicable “market value” is greater than $3.15 but less than $3.94, the “fixed settlement rate” will equal a number of shares of common stock having a value (based on the applicable “market value”) equal to $100 If the applicable “market value” is greater than $31.50 but less than $39.37, the “fixed settlement rate” will equal a number of shares of common stock having a value (based on the applicable “market value”) equal to $100
If the applicable “market value” is less than or equal to $3.15, the “fixed settlement rate” will equal 31.7460 shares of common stock (the “maximum settlement rate”) If the applicable “market value” is less than or equal to $31.50, the “fixed settlement rate” will equal 3.1746 shares of common stock (the “maximum settlement rate”) SR1 = SR0 × (OS1÷OS0), where

SR0= the fixed settlement rate in effect at the close of business on the record date

SR1 = the fixed settlement rate in effect immediately after the record date

OS0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event

OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =

SR1 = 31.7460 × (1/10) =

SR1 = 3.1746

“Early Settlement Rate”
Prior to Adjustment
“Early Settlement Rate”
After Adjustment
25.3968 shares of common stock
(the “minimum settlement rate”)
2.5397 shares of common stock
(the “minimum settlement rate”)
“Fundamental Change
Early Settlement Rate”
Prior to Adjustment

The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:

Effective Date
Stock PriceDecember 15, 2010December 15, 2011December 15, 2012
$1.00 30.2782 31.4081 31.7460
$2.00 27.6004 29.3430 31.7460
$2.50 26.6896 28.1419 31.7460
$3.00 26.0654 27.1550 31.7460
$3.15 25.9221 26.9180 31.7460
$3.25 25.8348 26.7738 30.7692
$3.50 25.6477 26.4510 28.5714
$3.75 25.5036 26.1926 26.6667
$3.94 25.4099 26.0255 25.3968
$4.00 25.3821 25.9771 25.3968
$4.50 25.2131 25.6714 25.3968
$5.00 25.1126 25.4886 25.3968

The exact stock prices and effective dates may not be set forth in the table above, in which case:

if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;
if the stock price is greater than $5.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or
if the stock price is less than $1.00 per share (subject to adjustment as described in the Final Prospectus), the “minimum stock price,” the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table.
“Fundamental Change
Early Settlement Rate”
After Adjustment

The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:

Effective Date
Stock PriceDecember 15, 2010December 15, 2011December 15, 2012
$10.00 3.0278 3.1408 3.1746
$20.00 2.7600 2.9343 3.1746
$25.00 2.6690 2.8142 3.1746
$30.00 2.6065 2.7155 3.1746
$31.50 2.5922 2.6918 3.1746
$32.50 2.5835 2.6774 3.0769
$35.00 2.5648 2.6451 2.8571
$37.50 2.5504 2.6193 2.6667
$39.40 2.5410 2.6026 2.5397
$40.00 2.5382 2.5977 2.5397
$45.00 2.5213 2.5671 2.5397
$50.00 2.5113 2.5489 2.5397

The exact stock prices and effective dates may not be set forth in the table above, in which case:

if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;
if the stock price is greater than $50.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or
if the stock price is less than $10.00 per share (subject to adjustment as described in the final prospectus), the “minimum stock price,” the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table.

6.5% Non-Cumulative Convertible Preferred Stock, Series T (CUSIP No.: 172967 598) (NYSE: CPRI)

(Terms below are used as described in the related Final Prospectus dated January 17, 2008)
“Conversion Rate” Prior to Adjustment
(Implied Conversion Price Prior to Adjustment)
“Conversion Rate” After Adjustment
(Implied Conversion Price After Adjustment)
Adjustment Formula

1,482.3503 shares of common stock
[1.4823503 shares per Despositary Share]

($33.73)

148.2350 shares of common stock
[0.1482350 shares per Despositary Share]

($337.30)

CR1 = CR0 x (OS1÷ OS0), where

CR0= the conversion rate in effect at the close of business on the record date

CR1 = the conversion rate in effect immediately after the record date

OS0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event

OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =

CR1 = 1,482.3503 x (1/10) =

CR1 = 148.2350

“Make-Whole Shares”
Prior to Adjustment
Stock Price
Effective Date$26.35$29.00$31.50$34.00$36.50$39.00$41.50$45.00$50.00$55.00$60.00$70.00$80.00
February 15, 2011 395.7941 307.9461 245.7090 198.1091 161.3901 132.8521 110.5526 86.9818 64.1080 49.3099 39.4578 27.8596 21.5687
February 15, 2012 381.2183 289.4432 223.9699 173.5976 134.6697 104.5878 81.4242 57.8404 36.6760 24.6960 17.9378 11.6860 9.0663
February 15, 2013 357.8192 261.7929 193.6996 140.8052 98.3019 63.0255 33.5871 4.8144 0.0000 0.0000 0.0000 0.0000 0.0000
February 15, 2014 332.5456 231.2139 162.2294 112.0320 74.8500 46.3888 24.1098 3.2856 0.0000 0.0000 0.0000 0.0000 0.0000
February 15, 2015 305.5186 179.3119 85.2333 2.7684 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000

The exact stock price and effective dates may not be set forth on the table, in which case:

if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;
if the stock price is in excess of $80.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and
if the stock price is less than $26.35 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock.
“Make-Whole Shares”
After Adjustment
Stock Price
Effective Date$263.50$290.00$315.00$340.00$365.00$390.00$415.00$450.00$500.00$550.00$600.00$700.00$800.00
February 15, 2011 39.5794 30.7946 24.5709 19.8109 16.1390 13.2852 11.0553 8.6982 6.4108 4.9310 3.9458 2.7860 2.1569
February 15, 2012 38.1218 28.9443 22.3970 17.3598 13.4670 10.4588 8.1424 5.7840 3.6676 2.4696 1.7938 1.1686 0.9066
February 15, 2013 35.7819 26.1793 19.3700 14.0805 9.8302 6.3026 3.3587 0.4814 0.0000 0.0000 0.0000 0.0000 0.0000
February 15, 2014 33.2546 23.1214 16.2229 11.2032 7.4850 4.6389 2.4110 0.3286 0.0000 0.0000 0.0000 0.0000 0.0000
February 15, 2015 30.5519 17.9312 8.5233 0.2768 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000

The exact stock price and effective dates may not be set forth on the table, in which case:

if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;
if the stock price is in excess of $800.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and
if the stock price is less than $263.50 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock.
“Fundamental Change”
Prior to Adjustment

In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a “fundamental change”), a holder may instead elect to convert such holder’s shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $18.45, subject to adjustment (the “base price”).

If the reference price is less than the base price, holders will receive a maximum of 2,710.5834 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus), which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.

“Fundamental Change”
After Adjustment

In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a “fundamental change”), a holder may instead elect to convert such holder’s shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $180.45, subject to adjustment (the “base price”).

If the reference price is less than the base price, holders will receive a maximum of 271.0583 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus), which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.

ANNEX B

SUMMARY OF PLAN ADJUSTMENTS

CITIGROUP INC.
TAX BENEFITS PRESERVATION PLAN

As of 4:10 p.m. on May 6, 2011, Citigroup Inc., a Delaware corporation (the “Company”), effected (i) a reverse stock split of the Company’s common stock at a ratio of 1-for-10 and (ii) a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock so that after giving effect to such reduction, the total number of authorized shares of the Company’s common stock was 6,000,000,000 (the “Reverse Split Actions”).

Under Section 3(d) of the Tax Benefits Preservation Plan, dated as of June 9, 2009 (the “Plan”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), one preferred stock purchase right (a “Right”) is associated with each issued and outstanding share of the Company’s common stock. Under Section 9(a)(i) of the Plan, the Purchase Price, the Redemption Price (as such terms are defined in the Plan) and the number of outstanding Rights shall be proportionately adjusted by the board of directors of the Company upon any change in the common stock by reason of a reverse stock split.

Pursuant to the terms of the Plan, on June 9, 2009 the Company’s board of directors declared a dividend of one Right for each outstanding (i) share of the Company’s common stock and (ii) one-millionth of a share of the Series M preferred stock (the “Interim Securities”). The dividend was paid on June 22, 2009 to holders of record of the Company’s common stock and Interim Securities. Each Right initially represented the right to purchase, for $20.00, one one-millionth of a share of Series R Cumulative Participating Preferred Stock, par value $1.00 per share. Upon conversion of the Interim Securities into common stock of the Company on September 11, 2009, the Rights associated with such Interim Securities were extinguished and the common stock issued upon such conversion was issued with Rights attached thereto.

Pursuant to an adjustment mechanism set forth in the Plan and the resolutions of the Company’s board of directors dated April 21, 2011, upon the effectiveness of the Reverse Split Actions (the “Effective Time”), (i) the Purchase Price was adjusted in proportion to the reverse stock split to be $200.00 and (ii) the Redemption Price was adjusted in proportion to the reverse stock split to be $0.0001 per Right. Following the Effective Time, one Right continued to be associated with each issued and outstanding share of the Company’s common stock, and the total number of Rights outstanding was reduced in proportion to the reverse stock split so that such number became equal to the number of issued and outstanding shares of the Company’s common stock.

The aforementioned adjustments have been made in order to ensure that the reverse stock split has not had the effect of reducing or limiting the benefits possessed by the holders of the Rights immediately prior to the Effective Time.

Contacts:

Citigroup Inc.
Media:
Jon Diat, 212-793-5462
Shannon Bell, 212-793-6206
or
Investors:
John Andrews, 212-559-2718
or
Fixed Income Investors:
Ilene Fiszel Bieler, 212-559-5091

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