Bond CitiCorp 5.95% ( US172967JZ57 ) in USD

CitiCorp

100 % ▲

United States

US172967JZ57 ( in USD )

5.95% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Citigroup US172967JZ57 en USD 5.95%, maturity Perpetual

1 000 USD

1 250 000 000 USD

172967JZ5

BB+ ( Non-investment grade speculative )

N/A

15/02/2026 ( In 112 days )

Citigroup is a multinational investment bank and financial services corporation providing a wide range of financial products and services, including consumer banking, corporate and investment banking, securities brokerage, and asset management, across numerous global markets.

Citigroup issued a perpetual USD 1,250,000,000 bond (ISIN: US172967JZ57, CUSIP: 172967JZ5) currently trading at 100% with a 5.95% coupon rate, paying semi-annually, and a minimum purchase amount of USD 1,000, rated BB+ by Standard & Poor's.

Prospectus Supplement
424B2 1 d22688d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Maximum aggregate
Amount of
to be registered

offering price
registration fee(1)(2)
Noncumulative Preferred Stock, Series Q

$1,250,000,000
$145,250

(1)
Calculated in accordance with Rule 457(r) of the Securities Act.
(2)
Pursuant to Rule 457(p) under the Securities Act, a total of $315,568.46 remains of the relevant portion of fees previously paid with respect
to unsold securities registered on Registration Statement File No. 333-172554, filed on March 2, 2011 by Citigroup Funding Inc., a wholly
owned subsidiary of Citigroup Inc. (the "Registration Fees from File No. 333-172554") and carried forward, of which $145,250 is offset
against the registration fee due for this offering and of which $170,318.46 of the Registration Fees from File No. 333-172554 remains
available for future registration fee offset. No additional registration fee has been paid with respect to this offering. See the "Calculation of
Registration Fee" table accompanying the filing of Pricing Supplement No. 2015-CMTNG0369 dated February 12, 2015, filed by Citigroup
Inc. on February 17, 2015, for information regarding the portion of Registration Fees from File No. 333-172554 that are being carried
forward.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-192302

PROSPECTUS SUPPLEMENT
(to prospectus dated November 13, 2013)
1,250,000 Depositary Shares
Each Representing a 1/25th Interest in a Share of
5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series Q

Citigroup Inc. is offering 1,250,000 depositary shares, each representing a 1/25th interest in a share of perpetual 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock,
Series Q, $1.00 par value, with a liquidation preference of $25,000 per share (equivalent to $1,000 liquidation preference per depositary share) (the "Preferred Stock"). Each depositary
share, evidenced by a depositary receipt, entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Preferred Stock (including
dividend, voting, redemption, and liquidation rights).
Citigroup will pay cash dividends on the Preferred Stock, only when, as, and if declared by the board of directors of Citigroup, or a duly authorized committee of the board, out of
funds legally available to pay dividends, (i) from the date of issuance of the Preferred Stock to, but excluding, August 15, 2020, at an annual rate of 5.950% on the liquidation preference
amount of $25,000 per share of Preferred Stock (equivalent to $59.50 per depositary share per year), semi-annually in arrears, on February 15 and August 15 of each year (each, a
"dividend payment date"), beginning on February 15, 2016, and (ii) from, and including, August 15, 2020, at an annual rate equal to three-month LIBOR plus 4.095% on the liquidation
preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, on February 15, May 15, August 15, and November 15 of each year (each, a "dividend payment date"),
beginning on November 15, 2020. Dividends on the Preferred Stock will not be cumulative.
Citigroup may redeem the Preferred Stock (i) in whole or in part, from time to time, on any dividend payment date on or after August 15, 2020, or (ii) in whole but not in part at
any time within 90 days following a Regulatory Capital Event (as defined on page S-11), in each case at a cash redemption price equal to $25,000 per share of Preferred Stock
(equivalent to $1,000 per depositary share) plus any declared and unpaid dividends, and without accumulation of any undeclared dividends, to but excluding the redemption date. If
Citigroup redeems the Preferred Stock, the depositary will redeem a proportionate number of depositary shares. Under current rules and regulations, Citigroup would need regulatory
approval to redeem the Preferred Stock.
The Preferred Stock will not have voting rights, except in the limited circumstances described in "Description of the Preferred Stock --Voting Rights" beginning on page S-12 and
as specifically required by Delaware law.
The depositary shares will not be listed on any securities exchange.
Investing in the depositary shares and the Preferred Stock involves a number of risks. See the "Risk Factors" section beginning on page S-4, where specific risks
associated with the depositary shares and the Preferred Stock are described, along with the other information in, or incorporated by reference in, this prospectus supplement
and the accompanying prospectus before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or
the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Neither the depositary shares nor the Preferred Stock are deposits or savings accounts. These securities are not insured by the Federal Deposit Insurance Corporation or by any other
governmental agency or instrumentality.

Per Depositary Share
Total

Public Offering Price

$
1,000.00
$1,250,000,000
Underwriting Discount

$
15.00
$
18,750,000
Proceeds to Citigroup (before expenses)

$
985.00
$1,231,250,000
Net proceeds to Citigroup (after expenses) are expected to be approximately $1,231,050,000.
The underwriters are offering the depositary shares subject to certain conditions. The underwriters expect that the depositary shares will be ready for delivery to investors on or
about August 12, 2015, in book-entry form only through the facilities of The Depository Trust Company and its direct participants, including Clearstream and Euroclear.
Sole Structuring Coordinator and Sole Book-Running Manager
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Prospectus Supplement
Citigroup
Senior Co-Managers

ANZ Securities

BofA Merrill Lynch

Credit Suisse
Deutsche Bank Securities

HSBC

RBS
Scotiabank

SOCIETE GENERALE

Standard Chartered Bank
UBS Investment Bank

UniCredit Capital Markets

Wells Fargo Securities
Junior Co-Managers

ABN AMRO

Apto Partners, LLC

Barclays
BB&T Capital Markets

BBVA

BMO Capital Markets
BNY Mellon Capital Markets, LLC

CastleOak Securities, L.P.

CAVU Securities, LLC
Credit Agricole CIB

Drexel Hamilton

Huntington Investment Company
Imperial Capital

ING

Lebenthal Capital Markets
Lloyds Securities

Loop Capital Markets LLC

MFR Securities, Inc.
Mischler Financial Group, Inc.

MUFG

nabSecurities, LLC
Nomura

Nykredit Markets

Siebert Capital Markets
SMBC Nikko

SunTrust Robinson Humphrey

The Williams Capital Group, L.P.
August 5, 2015
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary

S-1
Risk Factors

S-4
Forward-Looking Statements

S-7
Description of the Preferred Stock

S-7
Description of the Depositary Shares

S-20
Book-Entry Procedures and Settlement

S-22
Certain U.S. Federal Tax Considerations

S-24
Underwriting

S-29
Conflicts of Interest

S-31
ERISA Considerations

S-34
Legal Matters

S-34
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Citigroup Inc.

8
Use of Proceeds and Hedging

9
European Monetary Union

10
Description of Debt Securities

10
United States Federal Income Tax Considerations

36
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency

43
Description of Common Stock Warrants

45
Description of Index Warrants

47
Description of Capital Stock

50
Description of Preferred Stock

60
Description of Depositary Shares

62
Description of Stock Purchase Contracts and Stock Purchase Units

65
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Prospectus Supplement
Plan of Distribution

66
ERISA Considerations

68
Legal Matters

69
Experts

69
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying
prospectus and in any related free writing prospectus that we prepare or authorize. We have not, and the underwriters have not, authorized anyone
to provide you with any other information, and we take no responsibility for any other information that others may provide you. You should not
assume that the information contained in this prospectus supplement or the accompanying prospectus, as well as information Citigroup previously
filed with the Securities and Exchange Commission and incorporated by reference herein, is accurate as of any date other that the date of the
relevant document. Citigroup is not, and the underwriters are not, making an offer to sell the securities in any jurisdiction where the offer or sale is
not permitted.

i
Table of Contents
SUMMARY
This summary provides a brief overview of the key aspects of the depositary shares and the Preferred Stock. You should carefully read
this prospectus supplement and the accompanying prospectus to understand fully the terms of the depositary shares and the Preferred Stock,
as well as the tax and other considerations that are important to you in making a decision about whether to invest in the depositary shares.
You should pay special attention to the "Risk Factors" section beginning on page S-4 of this prospectus supplement to determine whether an
investment in the depositary shares is appropriate for you.
Securities Offered
Citigroup is offering 1,250,000 depositary shares representing fractional interests in 50,000 shares of the Preferred Stock ($1,250,000,000
aggregate liquidation preference), with each share of the Preferred Stock having a par value of $1.00 and a liquidation preference of $25,000
per share. Each depositary share represents a 1/25th interest in a share of the Preferred Stock (equivalent to $1,000 liquidation preference per
depositary share). Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in a share of the
Preferred Stock, including dividend, voting, redemption, and liquidation rights.
Citigroup may elect from time to time to issue additional depositary shares representing interests in additional shares of the Preferred
Stock without notice to, or consent from, the existing holders of depositary shares, and all those additional depositary shares would be deemed
to form a single series with the depositary shares offered by this prospectus supplement and the accompanying prospectus.
Dividends
Citigroup will pay cash dividends on the Preferred Stock, only when, as, and if declared by the board of directors of Citigroup, or a duly
authorized committee of the board of directors, out of funds legally available to pay dividends, (i) from the date of issuance of the Preferred
Stock to, but excluding, August 15, 2020, at an annual rate of 5.950% on the liquidation preference amount of $25,000 per share of Preferred
Stock (equivalent to $59.50 per depositary share per year), semi-annually in arrears, on February 15 and August 15 of each year, beginning on
February 15, 2016, and (ii) from, and including, August 15, 2020, at an annual rate equal to three-month LIBOR plus 4.095% on the
liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, on February 15, May 15, August 15 and November
15 of each year, beginning on November 15, 2020 (each date for payment of dividends, a "dividend payment date").
Dividends on the Preferred Stock will not be cumulative and will not be mandatory. If a dividend is not declared on the Preferred Stock
for any dividend period prior to the related dividend payment date, then no dividend will accrue or accumulate for such dividend period, and
Citigroup will have no obligation to pay a dividend for that dividend period on the related dividend payment date or at any time in the future,
whether or not dividends are declared for any future dividend period. A "dividend period" means the period from, and including, each
dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the
period from, and including, the date of issuance of the Preferred Stock to, but excluding, the first dividend payment date.
If a dividend on the Preferred Stock is declared for any dividend period ending prior to August 15, 2020, such dividend will be
calculated on the basis of a 360-day year consisting of twelve 30-day months. If a dividend on the Preferred Stock is declared for any dividend
period beginning on or after August 15, 2020, such dividend will be calculated on the basis of a 360-day year and the actual number of days
elapsed. In the event that any dividend payment date on or prior to August 15, 2020 is not a business day (as defined in "Description of the
Preferred Stock -- Dividends" beginning on page S-8), then payment of any dividend payable on such date will be made on the next
succeeding business day, and without any additional dividend accrual, or other payment in respect of any such postponement. In the event that
any dividend payment date after August 15, 2020 is not a business day, then payment of any dividend payable on such date

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S-1
Table of Contents
will be made on the next succeeding business day and dividends will accrue to the actual dividend payment date, unless that day falls in the
next calendar month, in which case the actual dividend payment date will be the immediately preceding business day.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. Citigroup may redeem the Preferred Stock, (i) in whole or in part, from time
to time, on any dividend payment date on or after August 15, 2020 or (ii) in whole but not in part at any time within 90 days following a
Regulatory Capital Event (as defined on page S-11), in each case at a cash redemption price equal to $25,000 per share of Preferred Stock
(equivalent to $1,000 per depositary share) plus any declared and unpaid dividends and without accumulation of any undeclared dividends to
but excluding the redemption date. If Citigroup redeems the Preferred Stock, the depositary will redeem a proportionate number of depositary
shares.
Redemption of the Preferred Stock will be subject to receipt of any required prior concurrence or approval of the Federal Reserve. Under
current and proposed rules and regulations, Citigroup would need regulatory approval to redeem the Preferred Stock. Neither the holders of the
Preferred Stock nor the holders of the depositary shares will have the right to require redemption.
Liquidation Rights
Upon the voluntary or involuntary liquidation, dissolution or winding up of Citigroup, the holders of the Preferred Stock are entitled to
receive out of funds legally available for distribution to stockholders, before any distribution of assets is made to holders of Citigroup common
stock or any other shares of stock ranking junior to the Preferred Stock as to such distributions upon the liquidation, dissolution or winding up,
a liquidating distribution of $25,000 per share of Preferred Stock (equivalent to $1,000 per depositary share), plus any dividends thereon from
the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up, but only if and to the extent declared.
Distributions will be made only to the extent of assets remaining available after satisfaction of all liabilities to creditors, subject to the rights of
holders of any securities ranking senior to the Preferred Stock, and pro rata as to the Preferred Stock and any other shares of Citigroup stock
ranking equally as to such distribution.
Voting Rights
The holders of the Preferred Stock do not have voting rights, except (i) as specifically required by Delaware law; (ii) in the case of
certain dividend non-payments; (iii) with respect to the issuance of senior capital stock of Citigroup; and (iv) with respect to changes to
Citigroup's organizational documents that would adversely affect the voting powers, preferences or special rights of the Preferred Stock.
Holders of depositary shares must act through the depositary to exercise any voting rights. For more information about voting rights, see
"Description of the Preferred Stock -- Voting Rights" beginning on page S-12 and "Description of the Depositary Shares -- Voting the
Preferred Stock" on page S-21.
Ranking
The Preferred Stock will rank senior to Citigroup's common stock as to distribution of assets upon liquidation, dissolution or winding
up. The Preferred Stock will rank senior to Citigroup's common stock as to payment of dividends to the extent set forth in the instrument
creating the Preferred Stock, which provides that if, as to any dividend payment date, full dividends on the Preferred Stock are not declared
and paid or declared and a sum sufficient for the payment of those dividends has been set aside, Citigroup will not, during the following
dividend period that commences on such dividend payment date, declare or pay any dividend on its common stock. The Preferred Stock will
rank equally with Citigroup's outstanding 8.125% Noncumulative Preferred Stock, Series AA (the "Series AA Preferred Stock"), 8.40% Fixed
Rate/Floating Rate Noncumulative Preferred Stock, Series E (the "Series E Preferred Stock"), 5.950% Fixed

S-2
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Rate/Floating Rate Noncumulative Preferred Stock, Series A (the "Series A Preferred Stock"), 5.90% Fixed Rate/Floating Rate Noncumulative
Preferred Stock, Series B (the "Series B Preferred Stock"), 5.800% Noncumulative Preferred Stock, Series C (the "Series C Preferred Stock"),
5.350% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series D (the "Series D Preferred Stock"), 7.125% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series J (the "Series J Preferred Stock"), 6.875% Fixed Rate/Floating Rate Noncumulative Preferred Stock,
Series K (the "Series K Preferred Stock"), 6.875% Noncumulative Preferred Stock, Series L (the "Series L Preferred Stock"), 6.300% Fixed
Rate/Floating Rate Noncumulative Preferred Stock, Series M (the "Series M Preferred Stock"), 5.800% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series N (the "Series N Preferred Stock"), 5.875% Fixed Rate/Floating Rate Noncumulative Preferred Stock,
Series O (the "Series O Preferred Stock") and 5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series P (the "Series P
Preferred Stock") as to payment of dividends and distribution of assets upon the liquidation, dissolution or winding up of Citigroup.
Citigroup generally will be able to make distributions upon liquidation, dissolution or winding up only out of funds legally available for
such payment (i.e., after taking account of all indebtedness and other senior claims) and pro rata as to the Preferred Stock and the Series AA
Preferred Stock, the Series E Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the
Series D Preferred Stock, the Series J Preferred Stock, the Series K Preferred Stock, the Series L Preferred Stock, the Series M Preferred Stock,
the Series N Preferred Stock, the Series O Preferred Stock and the Series P Preferred Stock and any other stock ranking on parity with the
Preferred Stock.
Preemptive and Conversion Rights
The holders of the depositary shares and the Preferred Stock do not have any preemptive or conversion rights.
Certain Federal Tax Considerations
Dividends paid to individual U.S. holders generally will be taxable at the preferential rates applicable to long-term capital gains subject
to certain conditions and limitations. Dividends paid to corporate U.S. holders generally will be eligible for the dividends received deduction,
subject to certain conditions and limitations. Dividends paid to non-U.S. holders generally will be subject to withholding of U.S. federal
income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. For more information, see "Certain
U.S. Federal Tax Considerations" beginning on page S-24.
Depositary, Calculation Agent, Transfer Agent, and Registrar
Computershare Inc. ("Computershare") and Computershare Trust Company, N.A. ("Computershare Trust"), acting jointly, will serve as
depositary. Computershare Trust will serve as calculation agent, transfer agent, and registrar.
Conflicts of Interest
Citigroup Global Markets Inc., the sole book-running manager for this offering, is a subsidiary of Citigroup. Accordingly, the offering of
the depositary shares will conform with the requirements addressing conflicts of interest when distributing the securities of an affiliate set
forth in Rule 5121 of the Financial Industry Regulatory Authority, Inc. See "Underwriting -- Conflicts of Interest" beginning on page S-31.

S-3
Table of Contents
RISK FACTORS
Your investment in the depositary shares and the Preferred Stock will involve several risks. You should carefully consider the following
discussion of risks, the other information in this prospectus supplement and accompanying prospectus, and the factors listed and described under
"Risk Factors" in Citigroup's 2014 Annual Report on Form 10-K, before deciding whether an investment in the securities is suitable for you.
The Preferred Stock is an Equity Security and is Subordinate to Existing and Future Indebtedness of Citigroup.
Shares of the Preferred Stock are equity interests in Citigroup and do not constitute indebtedness. This means that the Preferred Stock and the
depositary shares, which represent proportional fractional interests in shares of the Preferred Stock, will rank junior to all existing and future
indebtedness of Citigroup and to other non-equity claims on Citigroup with respect to assets available to satisfy claims on Citigroup, including
claims in liquidation. Moreover, as described in detail below under "If Citigroup is Deferring Payments on Outstanding Junior Subordinated Debt
Securities or is in Default Under the Indentures Governing those Securities, Citigroup will be Prohibited from Making Distributions on or
Redeeming the Preferred Stock," Citigroup has existing indebtedness that restricts payment of dividends on the Preferred Stock in certain
circumstances and Citigroup may issue additional indebtedness with similarly restrictive terms in the future.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock
such as the Preferred Stock, (1) dividends are payable only when, as, and if declared by the board of directors of Citigroup or a duly authorized
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committee of the board, (2) dividends will not accumulate if they are not declared, and (3) as a Delaware corporation, Citigroup is subject to
restrictions on dividend payments and redemption payments out of lawfully available funds. Further, the Preferred Stock places no restrictions on
the business or operations of Citigroup or on its ability to incur additional indebtedness or engage in any transactions, subject only to the limited
voting rights referred to below under "Holders of the Preferred Stock will have Limited Voting Rights." Also, as a bank holding company,
Citigroup's ability to declare and pay dividends depends on a number of federal regulatory considerations.
Dividends on the Preferred Stock are Discretionary and Noncumulative and may not be Paid if such Payment will Result in Citigroup's
Failure to Comply with all Applicable Laws and Regulations.
Dividends on the Preferred Stock are discretionary and noncumulative. Consequently, if the board of directors of Citigroup or a duly
authorized committee of the board does not authorize and declare a dividend for any dividend period, holders of the Preferred Stock would not be
entitled to receive a dividend for that dividend period, and the unpaid dividend will not accrue, accumulate or be payable at any future time.
Citigroup will have no obligation to pay dividends for a dividend period after the dividend payment date for that dividend period if the board of
directors of Citigroup or a duly authorized committee of the board has not declared a dividend before the related dividend payment date, regardless
of whether dividends on the Preferred Stock or any other series of preferred stock or common stock are declared for any future period.
In addition, if payment of dividends on the Preferred Stock for any dividend period would cause Citigroup to fail to comply with any
applicable law or regulation (including applicable capital adequacy guidelines), Citigroup will not pay a dividend for such dividend period. In such
a case, holders of the depositary shares will not be entitled to receive any dividend for that dividend period, and no dividend will accrue,
accumulate or be payable for that dividend period.
If Citigroup is Deferring Payments on Outstanding Junior Subordinated Debt Securities or is in Default Under the Indentures Governing
those Securities, Citigroup will be Prohibited from Making Distributions on or Redeeming the Preferred Stock.
Under the terms of its outstanding junior subordinated deferrable interest debentures (referred to as "junior subordinated debt securities"),
Citigroup is prohibited from declaring or paying any dividends or distributions on preferred stock, including the Preferred Stock, or redeeming,
purchasing, acquiring, or making a liquidation payment on the Preferred Stock, if a default under the indenture governing those junior subordinated
debt

S-4
Table of Contents
securities (or under the corresponding guarantee) has occurred and is continuing or at any time when Citigroup is deferring payments of interest on
those junior subordinated debt securities. As of the date of this prospectus supplement, Citigroup has 3 series of junior subordinated debt securities
outstanding with an aggregate principal amount outstanding of approximately $2.6 billion, bearing interest at rates ranging from 6.829% per
annum to 7.875% per annum and with maturities ranging from 2036 to 2067.
Without notice to, or consent from, the holders of the Preferred Stock, Citigroup may also issue additional series of junior subordinated debt
securities or other securities in the future with terms similar to its existing junior subordinated debt securities. The terms of Citigroup's existing
junior subordinated debt securities and any future securities could result in dividends on the Preferred Stock not being paid to you or the Preferred
Stock not being redeemed.
Citigroup's Ability to Pay Dividends Depends Upon the Results of Operations of its Subsidiaries.
Citigroup is a holding company that conducts substantially all operations through its banking and other subsidiaries. As a result, Citigroup's
ability to make dividend payments on the Preferred Stock depends primarily upon the receipt of dividends and other distributions from its
subsidiaries. There are various regulatory restrictions on the ability of Citigroup's banking and securities subsidiaries to pay dividends or make
other payments to Citigroup.
In addition, Citigroup's right to participate in any distribution of assets of any of its subsidiaries upon the subsidiary's liquidation or
otherwise, and thus your ability as a holder of the depositary shares to benefit indirectly from such distribution, will be subject to the prior claims
of creditors of that subsidiary, except to the extent that any of Citigroup's claims as a creditor of such subsidiary may be recognized. As a result,
the depositary shares effectively will be subordinated to all existing and future liabilities and obligations of Citigroup's subsidiaries.
Citigroup's Right to Redeem the Preferred Stock is Subject to Certain Limitations.
Citigroup's right to redeem the Preferred Stock is subject to limitations established by the Federal Reserve's guidelines applicable to bank
holding companies. Under current risk-based capital guidelines, any redemption of the Preferred Stock is subject to prior concurrence or approval
of the Federal Reserve. Citigroup cannot assure you that the Federal Reserve will concur with or approve any redemption of the Preferred Stock
that Citigroup may propose.
Citigroup may be able to Redeem the Preferred Stock prior to the Dividend Payment Date on August 15, 2020.
By its terms, the Preferred Stock may be redeemed by Citigroup prior to the dividend payment date on August 15, 2020 upon the occurrence
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of certain events involving the capital treatment of the Preferred Stock. In particular, upon Citigroup's determination in good faith that an event has
occurred that would constitute a Regulatory Capital Event (as defined on page S-11), Citigroup may, at its option, redeem in whole but not in part
the shares of the Preferred Stock, subject to regulatory approval. See "Description of the Preferred Stock -- Optional Redemption" beginning on
page S-11.
Although the terms of the Preferred Stock have been established to satisfy the criteria for "tier 1 capital" instruments consistent with Basel III
as set forth in a joint final rulemaking issued in July 2013 by the Federal Reserve, the Federal Deposit Insurance Corporation and the Office of the
Comptroller of the Currency, it is possible that the Preferred Stock may not satisfy the criteria set forth in future rulemaking or interpretations. As a
result, a Regulatory Capital Event could occur whereby Citigroup would have the right, subject to regulatory approval, to redeem the Preferred
Stock in accordance with its terms prior to the dividend payment date on August 15, 2020 at a cash redemption price equal to $25,000 per share of
Preferred Stock (equivalent to $1,000 per depositary share), plus any declared and unpaid dividends, and without accumulation of any undeclared
dividends, to but excluding the redemption date.

S-5
Table of Contents
The Preferred Stock may be Junior in Rights and Preferences to Future Preferred Stock.
The Preferred Stock may be junior to preferred stock Citigroup issues in the future, which by its terms is expressly senior to the Preferred
Stock. The terms of any future preferred stock expressly senior to the Preferred Stock may restrict dividend payments on the Preferred Stock. In
this case, unless full dividends for all outstanding preferred stock senior to the Preferred Stock have been declared and paid or set aside for
payment, no dividends will be declared or paid and no distribution will be made on any shares of the Preferred Stock, and no shares of the
Preferred Stock will be permitted to be repurchased, redeemed or otherwise acquired by Citigroup, directly or indirectly, for consideration. This
could result in dividends on the Preferred Stock not being paid to you or the Preferred Stock not being redeemed.
Holders of the Preferred Stock will have Limited Voting Rights.
Holders of the Preferred Stock have no voting rights with respect to matters that generally require the approval of voting common
stockholders. Holders of the Preferred Stock will have voting rights only (i) as specifically required by Delaware law, (ii) in the case of certain
dividend non-payments, (iii) with respect to the issuance of senior capital stock of Citigroup, and (iv) with respect to changes to Citigroup's
organizational documents that would materially adversely affect the voting powers, preferences, economic rights or special rights of the Preferred
Stock.
Moreover, holders of depositary shares must act through the depositary to exercise any voting rights of the Preferred Stock. Although each
depositary share is entitled to 1/25th of a vote, the depositary can only vote whole shares of the Preferred Stock. While the depositary will vote the
maximum number of whole shares of the Preferred Stock in accordance with the instructions it receives, any remaining votes of holders of the
depositary shares will not be voted. For more information about voting rights, see "Description of the Preferred Stock --Voting Rights" beginning
on page S-12 and "Description of the Depositary Shares -- Voting the Preferred Stock" on page S-21.
There May Be No Trading Market for the Depositary Shares.
The depositary shares are new issues of securities with no established trading market and will not be listed on any securities exchange.
Although Citigroup has been advised that the underwriters intend to make a trading market in the depositary shares, the underwriters are not
obligated to do so and may discontinue market making at any time at their sole discretion. Therefore, no assurance can be given as to the liquidity
of or trading markets for the depositary shares.
You are Making an Investment Decision About the Depositary Shares as Well as the Preferred Stock.
As described in this prospectus supplement, Citigroup is issuing fractional interests in shares of the Preferred Stock. Those fractional interests
take the form of depositary shares. The depositary will rely solely on the dividend payments on the Preferred Stock it receives from Citigroup to
fund all dividend payments on the depositary shares. You should review carefully the information in this prospectus supplement and the
accompanying prospectus regarding Citigroup's depositary shares and the Preferred Stock.

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FORWARD-LOOKING STATEMENTS
Certain statements in this prospectus supplement and in other information incorporated by reference in this prospectus supplement and the
accompanying prospectus are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
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Generally, forward-looking statements are not based on historical facts but instead represent Citigroup's and its management's beliefs regarding
future events. Such statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, and
similar expressions, or future or conditional verbs such as will, should, would and could.
Such statements are based on management's current expectations and are subject to risks, uncertainties and changes in circumstances. Actual
results and capital and other financial conditions may differ materially from those included in these statements due to a variety of factors, including
without limitation the precautionary statements included in this prospectus supplement and the accompanying prospectus and the factors and
uncertainties listed under "Forward-Looking Statements" in Citigroup's 2014 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 2015 and June 30, 2015 and described under "Risk Factors" above and under "Risk Factors" in
Citigroup's 2014 Annual Report on Form 10-K.
DESCRIPTION OF THE PREFERRED STOCK
The Preferred Stock will be issued pursuant to the terms of a certificate of designations that amends the Restated Certificate of Incorporation
of Citigroup Inc. The terms of the Preferred Stock will include those stated in the certificate of designations, which will be filed as an exhibit on a
Current Report on Form 8-K and incorporated by reference into the registration statement of which this prospectus supplement and accompanying
prospectus are a part. The following summary of the material terms and provisions of the Preferred Stock is not intended to be complete and is
qualified by the certificate of designations and supplements the description of the general terms of Citigroup Preferred Stock set forth in the
accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus and this prospectus
supplement before making your decision to invest in the depositary shares representing interests in the Preferred Stock. If any specific information
regarding the Preferred Stock in this prospectus supplement is inconsistent with the more general terms of the Preferred Stock described in the
prospectus, you should rely on the information contained in this prospectus supplement.
General
Shares of the Preferred Stock represent a single series of Citigroup authorized preferred stock. By this prospectus supplement and the
accompanying prospectus, Citigroup is offering depositary shares representing fractional interests in shares of the Preferred Stock
($1,250,000,000 aggregate liquidation preference), with each share of the Preferred Stock having a par value of $1.00 and a liquidation preference
of $25,000 per share. Each depositary share represents a 1/25th interest in a share of the Preferred Stock (equivalent to $1,000 liquidation
preference per depositary share). Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in a share of
the Preferred Stock, including dividend, voting, redemption, and liquidation rights.
Citigroup may elect from time to time to issue additional depositary shares representing interests in additional shares of the Preferred Stock
without notice to, or consent from, the existing holders of depositary shares, and all those additional depositary shares would be deemed to form a
single series with the depositary shares offered by this prospectus supplement and the accompanying prospectus.
Holders of the Preferred Stock have no preemptive rights. Shares of the Preferred Stock, upon issuance against full payment of the purchase
price for the Preferred Stock, will be fully paid and nonassessable. The depositary will be the sole holder of shares of the Preferred Stock. The
holders of depositary shares will be required to exercise their proportional rights in the Preferred Stock through the depositary, as described in
"Description of the Depositary Shares" beginning on page S-20.
The Preferred Stock will rank senior to Citigroup common stock and any other stock that is expressly made junior to the Preferred Stock, as
to distribution of assets upon the liquidation, dissolution or winding up of

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Citigroup. Further, as of the date of this prospectus supplement, Citigroup has thirteen series of preferred stock outstanding, all of which is parity
stock, as described below under "-- Outstanding Series of Preferred Stock" beginning on page S-14 and under "Description of Capital
Stock -- Preferred Stock" beginning on page 50 of the accompanying prospectus. As used in this prospectus supplement, "parity stock" means any
other class or series of Citigroup capital stock that ranks equally with the Preferred Stock in the payment of dividends or in the distribution of
assets upon any voluntary or involuntary liquidation, dissolution or winding up of Citigroup. In addition, Citigroup may from time to time, without
notice to, or consent from, the holders of the Preferred Stock, create and issue additional series of preferred stock ranking equally with or junior to
the Preferred Stock as to dividends or in the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of
Citigroup.
The Preferred Stock will not be convertible into, or exchangeable for, shares of Citigroup common stock or any other class or series of
Citigroup stock or other securities and will not be subject to any sinking fund or other obligation of Citigroup to redeem or repurchase the Preferred
Stock.
Dividends
Dividends on shares of the Preferred Stock will not be mandatory and will not accumulate. Holders of the Preferred Stock will be entitled to
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receive noncumulative cash dividends only when, as, and if declared by the board of directors of Citigroup or a duly authorized committee of the
board, out of funds legally available for payment of dividends, (i) from the date of issuance of the Preferred Stock to, but excluding, August 15,
2020, at an annual rate of 5.950% on the liquidation preference amount of $25,000 per share of Preferred Stock (equivalent to $59.50 per
depositary share per year), semi-annually in arrears, on February 15 and August 15 of each year, beginning on February 15, 2016, and (ii) from, and
including, August 15, 2020, at an annual rate equal to three-month LIBOR plus 4.095% on the liquidation preference amount of $25,000 per share
of Preferred Stock, quarterly in arrears, on February 15, May 15, August 15 and November 15 of each year (each, a "dividend payment date"),
beginning on November 15, 2020 (each date for payment of dividends, a "dividend payment date").
With respect to any dividend period ending prior to August 15, 2020, Citigroup will calculate any dividends on the Preferred Stock on the
basis of a 360-day year of twelve 30-day months. With respect to any dividend period beginning on or after August 15, 2020, Citigroup will
calculate any dividends on the Preferred Stock on the basis of a 360-day year and the actual number of days elapsed. Citigroup will pay dividends
to the holders of record of shares of the Preferred Stock as they appear on the stock register on each record date, not less than 10 or more than 30
days before the applicable dividend payment date, as shall be fixed by the board of directors of Citigroup or a duly authorized committee of the
board. In the event that any dividend payment date on or prior to August 15, 2020 is not a business day, then payment of any dividend payable on
such date will be made on the next succeeding business day, and without any additional dividend accrual or other payment in respect of any such
postponement. In the event that any dividend payment date after August 15, 2020 is not a business day, then payment of any dividend payable on
such date will be made on the next succeeding business day and dividends will accrue to the actual dividend payment date, unless that day falls in
the next calendar month, in which case the actual dividend payment date will be the immediately preceding business day. A "business day" means
any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York are
authorized or required by law or regulation to be closed.
For the purposes of calculating any dividend with respect to any dividend period beginning on or after August 15, 2020:
"Three-month LIBOR" means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period
commencing on the first day of that dividend period that appears on Reuters LIBOR01 as of 11:00 a.m. (London time) on the LIBOR determination
date for that dividend period. If such rate does not appear on Reuters LIBOR01, three-month LIBOR will be determined on the basis of the rates at
which deposits in United States dollars for a three-month period commencing on the first day of that dividend period and in a principal amount of
not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected
by the calculation agent (after consultation with Citigroup), at approximately 11:00 a.m., London time, on the LIBOR determination date for that
dividend period.

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The calculation agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such
quotations are provided, three-month LIBOR with respect to that dividend period will be the arithmetic mean (rounded upward if necessary to the
nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, three-month LIBOR with respect to that
dividend period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three
major banks in New York City selected by the calculation agent (after consultation with Citigroup), at approximately 11:00 a.m., New York City
time, on the LIBOR determination date for that dividend period for loans in United States dollars to leading European banks for a three-month
period commencing on the first day of that dividend period and in a principal amount of not less than $1 million. However, if fewer than three
banks selected by the calculation agent to provide quotations are quoting as described above, three-month LIBOR for that dividend period will be
the same as three-month LIBOR as determined for the previous dividend period or, in the case of the dividend period beginning on August 15,
2020, 0.3011%. The determination of three-month LIBOR for each relevant dividend period by the calculation agent will (in the absence of
manifest error) be final and binding;
"Calculation agent" means Computershare Trust or any other successor appointed by Citigroup, acting as calculation agent;
"LIBOR determination date" means the second London banking day immediately preceding the first day of the relevant dividend period;
"London banking day" means any day on which commercial banks are open for general business (including dealings in deposits in United
States dollars) in London; and
"Reuters LIBOR01" means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may
replace "Reuters LIBOR01" page on the service or such other service as may be nominated by the British Bankers' Association or other
administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Dividends on the Preferred Stock will not be cumulative. If a dividend is not declared on the Preferred Stock for any dividend period prior to
the related dividend payment date, then no dividend will accrue or accumulate for such dividend period, and Citigroup will have no obligation to
pay a dividend for that dividend period on the related dividend payment date or at any future time, whether or not dividends on the Preferred Stock
or any other series of preferred stock or common stock are declared for any future period. References to the "accrual" of dividends in this
prospectus supplement refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to
the date on which a dividend is declared. A "dividend period" means the period from, and including, each dividend payment date to, but excluding,
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the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of the
issuance of the Preferred Stock to, but excluding, the first dividend payment date.
Dividends on shares of the Preferred Stock that are redeemed will cease to accrue on the redemption date, as described below under
"-- Optional Redemption" beginning on page S-11, unless Citigroup defaults in the payment of the redemption price of the shares of the Preferred
Stock called for redemption.
Under the terms of its junior subordinated debt securities, Citigroup is prohibited from declaring or paying any dividends or distributions on
preferred stock, including the Preferred Stock, if a default under the indenture governing those junior subordinated debt securities (or under the
corresponding guarantee) has occurred and is continuing or at any time when Citigroup is deferring payments of interest on those junior
subordinated debt securities. See "Risk Factors -- If Citigroup is Deferring Payments on Outstanding Junior Subordinated Debt Securities or is in
Default Under the Indentures Governing those Securities, Citigroup will be Prohibited from Making Distributions on or Redeeming the Preferred
Stock" beginning on page S-4.
So long as any share of the Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares
of the Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the
dividend period then ending, Citigroup and its subsidiaries will not, during the following dividend period that commences on such dividend
payment

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date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to,
any of Citigroup's junior stock, or make any guarantee payment with respect thereto, other than:

· purchases, redemptions or other acquisitions of shares of junior stock of Citigroup in connection with any employment contract, benefit

plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

· purchases of shares of common stock of Citigroup pursuant to a contractually binding requirement to buy stock existing prior to the

commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;

· as a result of an exchange or conversion of any class or series of Citigroup's junior stock for any other class or series of Citigroup's junior

stock;

· the purchase of fractional interests in shares of Citigroup's junior stock pursuant to the conversion or exchange provisions of such junior

stock or the security being converted or exchanged;

· the purchase of Citigroup's junior stock by an investment banking subsidiary of Citigroup in connection with the distribution thereof; or

· the purchase of Citigroup's junior stock by any investment banking subsidiary of Citigroup in connection with market-making or other

secondary-market activities in the ordinary course of the business of the subsidiary.
This restriction, however, will not apply to any junior stock dividends paid by Citigroup where the dividend is in the form of the same stock
(or the right to buy the same stock) as that on which the dividend is being paid. Additionally, this restriction does not prevent Citigroup from
issuing preferred stock in the future that by its terms is expressly senior to the Preferred Stock. However, the issuance of senior capital stock of
Citigroup is subject to certain limitations, as described below under "-- Voting Rights" beginning on page S-12.
Except as provided below, for so long as any share of the Preferred Stock remains outstanding, if dividends are not declared and paid in full
upon the shares of the Preferred Stock and any parity stock, all dividends declared upon shares of the Preferred Stock and any parity stock will be
declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for
the then-current dividend period per share of the Preferred Stock, and accrued dividends for the then-current dividend period per share of any
parity stock (including, in the case of any such parity securities that bear cumulative dividends, all accrued and unpaid dividends) bear to each
other.
As used in this prospectus supplement, "junior stock" means Citigroup common stock and any other class or series of capital stock over
which the Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets upon any voluntary or involuntary
liquidation, dissolution or winding up of Citigroup.
Subject to the conditions described above, and not otherwise, dividends payable in cash, stock, or otherwise, as may be determined by the
board of directors of Citigroup, or a duly authorized committee of the board, may be declared and paid on any other class or series of stock from
time to time out of any funds legally available for such payment, and the holders of the Preferred Stock will not be entitled to participate in those
dividends.
Citigroup will not pay dividends on the Preferred Stock for any dividend period if payment of dividends for such dividend period would
cause Citigroup to fail to comply with any applicable law or regulation (including applicable capital adequacy guidelines).
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