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

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

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

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

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

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

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

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.

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

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.