For Immediate Release
Citigroup Inc. (NYSE: C)
March 31, 2010

Citi Announces $320.4 Million Initial Public Offering of Primerica


Upsized Offering Establishes Primerica as New Public Company, Continues Citi's Reduction of Non-Core Assets

New York – Citi today announced the $320.4 million initial public offering of Primerica, Inc. In the offering, approximately 21.4 million shares of Primerica common stock were sold at $15 per share. The shares of common stock are expected to begin trading tomorrow, April 1, 2010 on the New York Stock Exchange under the symbol "PRI." Citi has granted an over-allotment option to the underwriters to purchase up to an additional approximately 3.2 million shares of Primerica common stock. Primerica will not receive any proceeds from the transaction.

Immediately following the public offering, and after giving effect to the February 8, 2010 agreement to sell shares of Primerica common stock, plus warrants to purchase Primerica common stock, to private equity funds managed by Warburg Pincus LLC, Citi will beneficially own approximately 43% of Primerica's common stock. If the underwriters exercise their full over-allotment option, Citi's ownership of Primerica common stock will be approximately 39%. Citi intends to divest its remaining interest in Primerica as soon as is practicable, subject to market and other conditions.

It is expected that this public offering and private sale will reduce Citi's GAAP assets by approximately $5 billion during the second quarter of 2010. The Primerica public offering and private sale are in line with Citi's strategy to reduce non-core assets, tightly manage risks and optimize the value of assets in Citi Holdings, while working to generate long-term profitability and growth from Citicorp, which comprises the company's core businesses.

Citigroup Global Markets Inc. was sole bookrunner on the transaction.

A copy of the prospectus relating to the securities to be sold in the public offering may be obtained, when available, from: Citi, Brooklyn Army Terminal, 140 58th Street, 8th floor, Brooklyn, NY 11220. Telephone: 800-831-9146 or email to: .

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, transaction services, and wealth management. Additional information may be found at or

Primerica, a leading distributor of financial products to middle income households in North America, has approximately 100,000 licensed sales representatives who assist clients in meeting their needs for term life insurance, which Primerica underwrites, as well as mutual funds, variable annuities, loans and other financial products. Additional information may be found at

Certain statements in this release, including without limitation the completion of the February 8, 2010 agreement, Citi's beneficial ownership of Primerica common stock upon completion of the transactions and the anticipated impact of the transactions on Citi's GAAP assets, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. 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 the actual completion of the proposed transactions, prevailing conditions in the capital markets and prevailing economic, political and market factors affecting the demand for Primerica's common stock and the final analysis of the financial and accounting impact of the transactions to Citi. For a discussion of additional risks and uncertainties that may affect Citi's future results, see Citi's periodic reports filed with the SEC and available on or