Citigroup (C) 8-K Other Events

Exhibit 99.1

Filed by Citigroup Inc. pursuant to Rule 425
under the Securities Act of 1933 and
deemed filed pursuant to Rule 13e-4(c) and
deemed filed pursuant to Rule 14a-6
under the Securities Act of 1934
Subject Company: Citigroup Inc.
Registration No. 333-158100

For Immediate Release
Citigroup Inc. (NYSE: C)
July 30, 2009

Citi Announces Final Results of Public Share Exchange
and Completes Further Matching Exchange with U.S. Government

New York — Citi today announced the final results of its offers to exchange its publicly held convertible and non-convertible preferred and trust preferred securities for newly issued shares of its common stock and the completion of the previously announced further matching exchange offer with the U.S. Government. Approximately $20.3 billion in aggregate liquidation value of publicly held convertible and non-convertible preferred and trust preferred securities were validly tendered and not withdrawn in the public exchange. This represents 99% of the total liquidation value of securities that Citi was offering to exchange. Citi has accepted for exchange all publicly held convertible and non-convertible preferred and trust preferred securities that were validly tendered and not withdrawn and has issued 5,834,126,284 common shares in the public exchange offer.

In the matching exchange, the U.S. Government exchanged an additional $12.5 billion in aggregate liquidation preference of preferred stock for interim securities, while the remaining $27.059 billion aggregate liquidation preference of preferred stock held by the U.S. Government was exchanged for an equal liquidation amount of new trust preferred securities bearing an annual coupon of 8 percent.

With the expiration of the public exchange offers, the completion on July 23, 2009 of exchange offers with the U.S. Government and certain private holders and the completion of today’s further exchange with the U.S. Government, Citi has completed exchanges of approximately $58 billion in aggregate liquidation value of preferred and trust preferred securities into common stock and interim securities that will convert into common stock. The interim securities will convert into common stock upon authorization of the increase in Citi’s authorized common stock.

As a result of these exchanges, Citi Tier 1 Common will increase by approximately $64 billion and its Tangible Common Equity (TCE) will increase by approximately $60 billion.

(TCE and Tier 1 Common are non-GAAP financial measures. A reconciliation of TCE and Tier 1 Common to total stockholders’ equity and common stockholders’ equity, respectively, is included below.)

The liquidation preference of securities in each series of publicly held convertible and non-convertible preferred and trust preferred securities accepted by Citi in the public exchange offers are listed in the tables below.

			Liquidation		Percentage of Outstanding
CUSIP		Title of Series of Public Preferred Stock	Preference Tendered		Liquidation Preference Tendered
	172967556	8.500% Non-Cumulative Preferred Stock, Series F	$	1,968,415,775		96.49	%
	172967ER8	8.400% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series E	$	5,878,745,846		97.98	%

			Liquidation		Percentage of Outstanding
CUSIP		Title of Series of Public Preferred Stock	Preference Tendered		Liquidation Preference Tendered
	172967572	8.125% Non-Cumulative Preferred Stock, Series AA	$	3,618,241,750		97.40	%
	172967598	6.500% Non-Cumulative Convertible Preferred Stock, Series T	$	3,145,950,950		99.28	%

		Title of Trust		Liquidation		Percentage of
Acceptance		Preferred		Amount		Liquidation Amount
Priority Level	CUSIP/ISIN	Securities	Issuer	Tendered		Tendered
1	173094AA1	8.300% E-TRUPS®	Citigroup Capital XXI	$	1,154,199,000		32.98	%
2	173085200	7.875% E-TRUPS®	Citigroup Capital XX	$	344,754,650		43.78	%
3	17311U200	7.250% E-TRUPS®	Citigroup Capital XIX	$	655,700,800		53.53	%
4	17309E200	6.875% E-TRUPS®	Citigroup Capital XIV	$	259,317,975		45.90	%
5	17310G202	6.500% E-TRUPS®	Citigroup Capital XV	$	554,731,675		46.81	%
6	17310L201	6.450% E-TRUPS®	Citigroup Capital XVI	$	646,276,325		40.39	%
7	17311H209	6.350% E-TRUPS®	Citigroup Capital XVII	$	398,801,825		36.25	%
8	XS0306711473	6.829% E-TRUPS®	Citigroup Capital XVIII	£	400,099,000		80.02	%
9	17305HAA6	7.625% TRUPS®	Citigroup Capital III	$	5,947,000		2.97	%
10	17306N203	7.125% TRUPS®	Citigroup Capital VII	$	252,852,550		21.99	%
11	17306R204	6.950% TRUPS®	Citigroup Capital VIII	$	308,710,075		22.05	%
12	173064205	6.100% TRUPS®	Citigroup Capital X	$	131,054,425		26.21	%
13	173066200	6.000% TRUPS®	Citigroup Capital IX	$	253,129,675		23.01	%
14	17307Q205	6.000% TRUPS®	Citigroup Capital XI	$	140,321,800		23.39	%

# # #

Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 140 countries. 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, and wealth management. Additional information may be found atwww.citigroup.com orwww.citi.com.

In connection with the exchange offers, which expired on July 24, 2009, Citi filed a Registration Statement on Form S-4 that contains a prospectus and related exchange offer materials with the

Securities and Exchange Commission (the “SEC”) on July 17, 2009. This registration statement was declared effective on July 17, 2009. Citi has mailed the prospectus to the holders of its series of convertible and non-convertible public preferred stock and TruPS and E-TruPs that may be eligible to participate in the exchange offers. Holders of these series of preferred stock, TruPs and E-TruPs are urged to read the prospectus and related exchange offer materials because they contain important information.

In connection with the solicitation of proxies for the proposed amendments to its certificate of incorporation, Citi has filed definitive proxy statements with the SEC. The definitive proxy statements and accompanying proxy cards have been mailed to stockholders of Citi. Investors and security holders of Citi are urged to read the proxy statements and other relevant materials because they contain important information.

Citi and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed amendments to its certificate of incorporation and the certificates of designations of its public preferred stock. Information regarding Citi’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on February 27, 2009, and its definitive proxy statement for its 2009 annual meeting of shareholders, which was filed with the SEC on March 19, 2009. The proxy statements contain additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise.

As stated above, TCE is a non-GAAP financial measure. Citigroup’s management believes TCE is useful because it is a measure utilized by regulators and market analysts in evaluating a company’s financial condition and capital strength. TCE, as defined by Citigroup, represents Common equity less Goodwill and intangible assets (excluding MSRs) net of the related deferred tax liabilities. Other companies may calculate TCE in a manner different from Citigroup. A reconciliation of Citigroup’s total stockholders’ equity to TCE follows:

	June 30,
	2009
(in millions of dollars)	(Preliminary)
Citigroup’s Total Stockholders’ Equity	$	152,302
Less:
Preferred Stock		74,301
Common Equity		78,001
Less:
Goodwill — as reported		25,578
Intangible Assets (other than MSR’s) — as reported		10,098
Goodwill and Intangible Assets — recorded as Assets of Discontinued Operations Held for Sale		3,618
Less: Related Net Deferred Tax Liabilities		1,296
Tangible Common Equity (TCE)	$	40,003
Approximate increase to TCE from the Exchange Offer	$	60,000
Approximate TCE (reflecting the impact of the Exchange Offer)	$	100,003

Preliminary. Citigroup will file its June 30, 2009 Form 10-Q in early August 2009.

Tier 1 Common is a non-GAAP financial measure. Citigroup’s management believes Tier 1 Common is a useful measure because it is a measure used by banking regulators in evaluating a company’s financial condition and capital strength and thus investors desire to see this information. Tier 1 Common was developed by the banking regulators and is defined as Tier 1 Capital less non-common elements including qualified perpetual preferred stock, qualifying noncontrolling interests in subsidiaries and qualifying trust preferred securities. A reconciliation of Tier 1 Common to Citigroup’s common stockholder’s equity is included below.

	June 30
	2009
In millions of dollars, except ratios	(Preliminary)
Tier 1 Common
Citigroup common stockholders’ equity	$	78,001
Less: Net unrealized gains (losses) on securities available-for-sale, net of tax(1)		(7,055	)
Less: Accumulated net losses on cash flow hedges, net of tax		(3,665	)
Less: Pension liability adjustment, net of tax(2)		(2,611	)
Less: Cumulative effect included in fair value of financial liabilities attributable to credit worthiness, net of tax(3)		2,496
Less: Disallowed deferred tax assets (4)		24,672
Less: Intangible assets:
Goodwill		26,111
Other disallowed intangible assets		10,023
Other		(893	)
Total Tier 1 Common	$	27,137
Qualifying perpetual preferred stock	$	74,301
Qualifying mandatorily redeemable securities of subsidiary trusts		24,034
Qualifying noncontrolling interest		1,082
Total Tier 1 Capital	$	126,554

	Preliminary. Citigroup will file its June 30, 2009 Form 10-Q in early August 2009.
(1)	Tier 1 Capital excludes net unrealized gains (losses) on available-for-sale debt securities and net unrealized gains on available-for-sale equity securities with readily determinable fair values, in accordance with regulatory risk-based capital guidelines. In arriving at Tier 1 Capital, institutions are required to deduct net unrealized losses on available-for-sale equity securities with readily determinable fair values, net of tax.
(2)	The Federal Reserve Board granted interim capital relief for the impact of adopting SFAS 158.

(3)

The impact of including Citigroup’s own credit rating in valuing liabilities for which the fair value option has been elected is excluded from Tier 1 Capital, in accordance with regulatory risk-based capital guidelines.

(4)

Of Citi’s approximately $42 billion of net deferred tax assets at June 30, approximately $13 billion of such assets were includable without limitation in regulatory capital pursuant to the risk-based capital guidelines, while approximately $25 billion of such assets exceeded the limitation imposed by these guidelines and, as “disallowed deferred tax assets,” were deducted in arriving at Tier 1 Capital. Citi’s other approximately $4 billion of net deferred tax assets at June 30, 2009 primarily represented the deferred tax effects of unrealized gains and losses on available-for-sale debt securities, which are permitted to be excluded prior to deriving the amount of net deferred tax assets subject to limitation under the guidelines.

Media:

	Stephen Cohen	(212) 793-0181
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Investors:	John Andrews	(212) 559-2718
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