Bond CitiCorp 5% ( US172967MG30 ) in USD

CitiCorp

100 % ⇌

United States

US172967MG30 ( in USD )

5% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Citigroup US172967MG30 en USD 5%, maturity Perpetual

172967MG3

BB+ ( Non-investment grade speculative )

12/09/2026 ( In 321 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.

The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US172967MG30, pays a coupon of 5% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual
The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US172967MG30, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

Final 424B2
424B2 1 d798546d424b2.htm FINAL 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-224495
PROSPECTUS SUPPLEMENT
(to prospectus dated June 27, 2019)
1,500,000 Depositary Shares
Each Representing a 1/25th Interest in a Share of
5.000% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series U

Citigroup Inc. is offering 1,500,000 depositary shares, each representing a 1/25th interest in a share of perpetual 5.000% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series U,
$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, and including, the date of issuance of the Preferred Stock to, but excluding, September 12, 2024, at an annual rate of 5.000% on the liquidation
preference amount of $25,000 per share of Preferred Stock (equivalent to $50 per depositary share per year), semiannually in arrears, on the 12th of each March and September (each, a "dividend
payment date"), beginning on March 12, 2020, and (ii) from, and including, September 12, 2024, at an annual rate equal to SOFR (as defined on page S-15 and compounding daily over each
dividend period as described in "Description of the Preferred Stock" below) plus 3.813% on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, on the
second Business Day (as defined on page S-16) following each dividend period end date (as defined on page S-3) (each, a "dividend payment date"), beginning on December 16, 2024. 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 September 12, 2024 and on any dividend period end date on or after December 12, 2024 or (ii) in
whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined on page S-19), 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-21 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-7, where specific risks associated with
the depositary shares and the Preferred Stock are described and the factors listed and described under "Risk Factors" in our annual report on Form 10-K for the year ended
December 31, 2018, 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

$ 1,500,000,000
Underwriting Discount

$
15.00

$
22,500,000
Proceeds to Citigroup (before expenses)

$
985.00

$ 1,477,500,000
Net proceeds to Citigroup (after expenses) are expected to be approximately $1,477,300,000.

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
September 12, 2019, 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

Citigroup

Senior Co-Managers

BMO Capital Markets

Danske Markets

Deutsche Bank Securities
Lloyds Securities

R. Seelaus & Co., LLC

Scotiabank
SOCIETE GENERALE

Wells Fargo Securities

Junior Co-Managers

ABN AMRO

ANZ Securities

Banco de Sabadell, S.A.
Bankia, S.A.

Commonwealth Bank of Australia

Capital One Securities
Global Oak Capital Markets

Great Pacific Securities

ICBC Standard Bank
Imperial Capital

ING

Mizuho Securities
nabSecurities, LLC

North South Capital, LLC

PNC Capital Markets LLC
RBC Capital Markets

SMBC Nikko

Stern Brothers
Tigress Financial Partners LLC

UBS Investment Bank

US Bancorp

The Williams Capital Group, L.P.

September 5, 2019
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

Summary
S-3
Risk Factors
S-7
Forward-Looking Statements
S-12
Description of the Preferred Stock
S-13
Description of the Depositary Shares
S-23
Book-Entry Procedures and Settlement
S-25
U.S. Federal Income Tax Considerations
S-27
Underwriting
S-31
Conflicts of Interest
S-33
Legal Matters
S-36
Prospectus

Prospectus Summary

1
Forward-Looking Statements

8
Citigroup Inc.

10
Use of Proceeds and Hedging

13
European Monetary Union

15
Description of Debt Securities

15
United States Federal Income Tax Considerations

45
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency

52
Description of Common Stock Warrants

54
Description of Index Warrants

56
Description of Capital Stock

59
Description of Preferred Stock

76
Description of Depositary Shares

78
Description of Stock Purchase Contracts and Stock Purchase Units

81
Plan of Distribution

82
ERISA Considerations

84
Legal Matters

85
Experts

85
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.
Prohibition of sales to EEA retail investors. Neither the depositary shares nor the Preferred Stock are intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive

S-1
Table of Contents
2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 ("IDD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the
"Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
for offering or selling the depositary shares and the Preferred Stock or otherwise making them available to retail investors in the EEA has been prepared
and therefore offering or selling the depositary shares and the Preferred Stock or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
MiFID II product governance / Professional investors and ECPs only target market. The target market for the depositary shares and the
Preferred Stock is (i) eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Preferred
Stock to eligible counterparties and professional clients are appropriate.
References in this prospectus supplement to "dollars" and "$" are to United States dollars.

S-2
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-7 of this prospectus supplement to determine whether an investment in the depositary
shares is appropriate for you.
Securities Offered
Citigroup is offering 1,500,000 depositary shares representing fractional interests in 60,000 shares of the Preferred Stock ($1,500,000,000
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, and including, the date of issuance of the
Preferred Stock to, but excluding, September 12, 2024 (the "Fixed Rate Period"), at an annual rate of 5.000% on the liquidation preference amount of
$25,000 per share of Preferred Stock (equivalent to $50 per depositary share per year), semiannually in arrears, on the 12th of each March and
September, beginning on March 12, 2020, and (ii) from, and including, September 12, 2024 (the "Floating Rate Period"), at an annual rate equal to
SOFR (as defined on page S-15 and compounding daily over each dividend period as described in "Description of the Preferred Stock" below) plus
3.813% on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, on the second Business Day (as defined on
page S-16) following each dividend period end date, beginning on December 16, 2024 (each date for payment of dividends, a "dividend payment
date"). A "dividend period end date" means the 12th of each March, June, September and December, beginning December 12, 2024.
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. During the Fixed Rate Period, "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. During the Floating Rate Period,
"dividend period" means the period from, and including, each dividend period end date (except for the initial dividend period in the Floating Rate
Period, "dividend period" means the period from, and including September 12, 2024) to, but excluding, the next succeeding dividend period end date;
provided that the dividend period following an election by Citigroup to redeem the Preferred Stock (as described below) will be the period from, and
including, the immediately preceding dividend period end date to, but excluding, the redemption date;

S-3
Table of Contents
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
and provided further that SOFR for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal
SOFR in respect of the Rate Cut-Off Date. The Rate Cut-Off Date will be the second U.S. Government Securities Business Day (as defined on page
S-15) prior to a redemption date.
If a dividend on the Preferred Stock is declared for any dividend period during the Fixed Rate Period, such dividend will be calculated on the
basis of a 360-day year consisting of twelve 30-day months, and if any dividend payment date is not a business day (as defined on page S-14), 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. If a dividend on the Preferred Stock is declared for any dividend period during the Floating Rate
Period, 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 period
end date (other than a redemption date) is not a Business Day (as defined on page S-16), then it will be postponed to the next succeeding Business
Day, unless that day falls in the next calendar month, in which case the dividend period end 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 in whole or in part, from time to time, on
September 12, 2024 and on any dividend period end date on or after December 12, 2024 or in whole but not in part at any time within 90 days
following a Regulatory Capital Event (as defined on page S-19), 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. If
the redemption date falls on a day that is not a Business Day (as defined on page S-16), payment will be made on the next succeeding Business Day
and without any additional dividend accrual or other payment in respect of any such postponement.
Redemption of the Preferred Stock will be subject to receipt of any required prior concurrence or approval of the Federal Reserve, or any
successor appropriate federal banking agency. Under the Federal Reserve's current capital rules, Citigroup would need prior 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 as to such distribution, and pro rata among holders of 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

S-4
Table of Contents
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-21 and "Description of the Depositary Shares -- Voting the Preferred Stock" on page S-24.
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
5.950% Fixed 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"), 5.350% Fixed Rate/ Floating Rate Noncumulative Preferred Stock, Series
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
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"), 6.300% 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"),
5.950% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series P (the "Series P Preferred Stock"), 5.950% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series Q (the "Series Q Preferred Stock"), 6.125% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series
R (the "Series R Preferred Stock"), 6.300% Noncumulative Preferred Stock, Series S (the "Series S Preferred Stock") and 6.250% Fixed
Rate/Floating Rate Noncumulative Preferred Stock, Series T (the "Series T 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 A Preferred Stock,
the Series B Preferred Stock, the Series D Preferred Stock, the Series J Preferred Stock, the Series K Preferred Stock, the Series M Preferred Stock, the
Series N Preferred Stock, the Series O Preferred Stock, the Series P Preferred Stock, the Series Q Preferred Stock, the Series R Preferred Stock, the
Series S Preferred Stock and the Series T 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.
U.S. Federal Income 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 "U.S. Federal Income Tax Considerations"
beginning on page S-27.

S-5
Table of Contents
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 transfer agent and registrar. Citibank, N.A., London branch, a subsidiary of Citigroup, will serve as
calculation agent.
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-33.

S-6
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 under "Forward-Looking Statements" in
Citigroup's 2018 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2019 and June 30, 2019
and described under "Risk Factors" in Citigroup's 2018 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
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
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 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 rules), 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.
Under the Federal Reserve's capital rules, dividends on the Preferred Stock may only be paid out of Citigroup's net income, retained earnings or
surplus related to other additional tier 1 capital instruments. In addition, the Federal Reserve's capital rules include a capital conservation buffer and a
surcharge for U.S. global systemically important banks ("G-SIBs"), such as Citigroup. The Federal Reserve's capital rules also include a countercyclical
capital buffer, which is currently set at zero. The buffers and surcharge can be satisfied only with common equity tier 1 capital. If Citigroup's risk-based
capital ratios do not satisfy minimum requirements plus the combined capital conservation buffer and G-SIB surcharge (as well as the countercyclical
capital buffer,

S-7
Table of Contents
when in effect), Citigroup will face graduated constraints on, among other things, capital distributions (including dividends on the Preferred Stock) based
on the amount of the shortfall. As a G-SIB, Citigroup is also subject to a supplementary leverage ratio and related buffer, which must consist only of tier 1
capital, and breaching this buffer will similarly result in graduated constraints on, among other things, capital distributions based on the amount of the
shortfall. The Federal Reserve has also adopted rules to establish total loss-absorbing capacity ("TLAC") requirements for U.S. G-SIBs. The TLAC rules
also require U.S. G-SIBs to maintain a buffer to the minimum TLAC requirement, which must consist only of common equity tier 1, and breaching this
buffer would likewise result in graduated constraints on, among other things, capital distributions (including dividends on the Preferred Stock) based on the
amount of the shortfall. Under the Federal Reserve's capital plan rule and its Comprehensive Capital Analysis and Review process known as "CCAR", with
limited exceptions Citigroup may pay dividends on the Preferred Stock only if such dividends or other discretionary distributions are included in a capital
plan as to which the Federal Reserve has not issued an objection.
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 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, 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.
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
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 regulations and guidance applicable to
bank holding companies. Under current risk-based capital rules, any redemption of the Preferred Stock is subject to prior concurrence or approval of the
Federal Reserve or other appropriate federal banking agency as required under capital rules applicable to Citigroup. Citigroup cannot assure you that the
Federal Reserve will concur with or approve any redemption of the Preferred Stock that Citigroup may propose. The Federal Reserve has indicated that the
factors it will consider in evaluating a proposed redemption include (i) its evaluation of the overall level and quality of Citigroup's capital components,
considered in light of our risk exposures, earnings and growth strategy, (ii) the capital plans and stress tests that

S-8
Table of Contents
Citigroup submits to the Federal Reserve and (iii) Citigroup's ability to meet and exceed minimum regulatory capital ratios under baseline and stressed
conditions, and other supervisory considerations, although the Federal Reserve may change these factors at any time.
Citigroup may be able to redeem the Preferred Stock prior to September 12, 2024.
By its terms, the Preferred Stock may be redeemed by Citigroup prior to September 12, 2024 upon the occurrence 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-19), Citigroup may, at its option, redeem in whole but not in part the shares of the Preferred Stock, subject
to the prior approval of the Federal Reserve or any successor appropriate federal banking agency. See "Description of the Preferred Stock -- Optional
Redemption" beginning on page S-19.
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 the Federal Reserve's capital rules applicable to bank holding companies, it is possible that the Preferred Stock may not satisfy the criteria set forth
in these rules as a result of official administrative or judicial decisions, actions or pronouncements interpreting those rules and announced after the issuance
of the Preferred Stock, or as a result of future changes in law or regulation. As a result, a Regulatory Capital Event could occur whereby Citigroup would
have the right, subject to prior approval of the appropriate federal banking agency, to redeem the Preferred Stock in accordance with its terms prior to
September 12, 2024 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.
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-21 and
"Description of the Depositary Shares -- Voting the Preferred Stock" on page S-24.
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

S-9
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
Table of Contents
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.
SOFR is a relatively new market index and as the related market continues to develop, there may be an adverse effect on the return on or
value of the depositary shares and Preferred Stock.
The Federal Reserve Bank of New York (the "NY Federal Reserve") began to publish SOFR in April 2018. Although the NY Federal Reserve has
also begun publishing historical indicative SOFR going back to 2014, such prepublication historical data inherently involves assumptions, estimates and
approximations. You should not rely on any historical changes or trends in SOFR as an indicator of the future performance of SOFR. Since the initial
publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a
result, the return on and value of the depositary shares and Preferred Stock may fluctuate more than floating rate securities that are linked to less volatile
rates.
Also, since SOFR is a relatively new market index, the depositary shares may have no established trading market when issued, and an established
trading market may never develop or may not be liquid. Market terms for securities indexed to SOFR, such as the spread in the index reflected in dividend
rate provisions, may evolve over time, and trading prices of the depositary shares and Preferred Stock may be lower than those of later-issued SOFR-
linked securities as a result. Similarly, if SOFR does not prove to be widely used in securities like the depositary shares and Preferred Stock, the trading
price of the depositary shares and Preferred Stock may be lower than those of securities linked to rates that are more widely used. You may not be able to
sell the depositary shares at all or may not be able to sell the depositary shares at prices that will provide a yield comparable to similar investments that
have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
The NY Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to important limitations, indemnification obligations and
disclaimers, including that the NY Federal Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice. There can be no guarantee that SOFR will not be discontinued or fundamentally altered in a manner that is materially
adverse to the interests of investors in the depositary shares and Preferred Stock. If the manner in which SOFR is calculated is changed or if SOFR is
discontinued, that change or discontinuance may result in a reduction of the amount of dividends payable on the depositary shares and Preferred Stock and a
reduction in the trading price of the depositary shares.
The formula used to determine the dividend rate on the depositary shares and Preferred Stock is relatively new in the market, and as the
related market continues to develop there may be an adverse effect on the return on or value of the depositary shares and Preferred Stock.
The dividend rate on the depositary shares and Preferred Stock is based on a formula used to calculate a daily compounded SOFR rate, which is
relatively new in the market. For each dividend period, the dividend rate on the depositary shares and Preferred Stock is based on a daily compounded
SOFR rate calculated using the formula described below. This dividend rate will not be the SOFR rate published on or for a particular day during such
dividend period or an average of SOFR rates during such period. Also, if the SOFR rate for a particular day during a dividend period is negative, the
portion of the Accrued Dividend Compounding Factor specifically attributable to such day will be less than one, resulting in a reduction to the Accrued
Dividend Compounding Factor used to calculate the dividend rate for such dividend period; provided that in no event will the dividend payable on the
depositary shares and Preferred Stock be less than zero.

S-10
Table of Contents
Additionally, market terms for depositary shares and Preferred Stock indexed to a daily compounded SOFR may evolve over time, and trading prices
of the depositary shares and Preferred Stock may be lower than those of later-issued SOFR-linked securities as a result. Similarly, if the formula described
above to calculate daily compounded SOFR for the depositary shares and Preferred Stock does not prove to be widely used in other securities like the
depositary shares and Preferred Stock, the trading price of the depositary shares may be lower than those of securities having a formula more widely used.
You may not be able to sell the depositary shares at all or may not be able to sell the depositary shares at prices that will provide a yield comparable to
similar investments that have a developed secondary market, and may consequently suffer from increased pricing volatility and market risk.
The dividend rate on the depositary shares and Preferred Stock will be determined using alternative methods if SOFR is no longer available
and that may have an adverse effect on the return on and value of the depositary shares and Preferred Stock.
The terms of the depositary shares and Preferred Stock provide that if a Benchmark Transition Event and its related Benchmark Replacement Date
occur with respect to SOFR, the dividend rate payable on the depositary shares and Preferred Stock will be determined using the next-available Benchmark
Replacement. As described above, these replacement rates and spreads may be selected or formulated by (i) the Relevant Governmental Body (such as the
Alternative Reference Rates Committee of the NY Federal Reserve) (ii) the International Swaps and Derivatives Association, Inc. or (iii) in certain
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
circumstances, Citigroup (or one of its affiliates). In addition, the terms of the depositary shares and Preferred Stock expressly authorize Citigroup (or one
of its affiliates) to make Benchmark Replacement Conforming Changes with respect to, among other things, the determination of dividend periods and the
timing and frequency of determining rates and making payments of dividends. The interests of Citigroup (or its affiliate) in making the determinations
described above may be adverse to your interests as a holder of the depositary shares. The application of a Benchmark Replacement and Benchmark
Replacement Adjustment, and any implementation of Benchmark Replacement Conforming Changes, could result in adverse consequences to the dividend
rate payable on the depositary shares and Preferred Stock, which could adversely affect the return on, value of and market for the depositary shares.
Further, there is no assurance that the characteristics of any Benchmark Replacement will be similar to SOFR or the then-current Benchmark that it is
replacing, or that any Benchmark Replacement will produce the economic equivalent of SOFR or the then-current Benchmark that it is replacing.

S-11
Table of Contents
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 rules and regulations of the rules and regulations of the U.S.
Securities and Exchange Commission. 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, target, illustrate 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 2018 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 2019 and June 30, 2019 and described under "Risk Factors" above and under "Risk Factors" in Citigroup's 2018 Annual Report on
Form 10-K. Precautionary statements included in such filings should be read in conjunction with this prospectus supplement and the accompanying
prospectus.
Any forward-looking statements made by or on behalf of Citigroup speak only as to the date they are made, and Citigroup does not undertake to
update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.

S-12
Table of Contents
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 1,500,000 depositary shares representing fractional interests in 60,000 shares of the Preferred Stock ($1,500,000,000
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
https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Final 424B2
Shares" beginning on page S-23.
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 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 under "Description of Capital Stock -- Preferred Stock" beginning
on page 59 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 receive
noncumulative cash dividends only when, as, and if declared by the

S-13
Table of Contents
board of directors of Citigroup or a duly authorized committee of the board, out of funds legally available for payment of dividends, (i) from, and including,
the date of issuance of the Preferred Stock to, but excluding, September 12, 2024 (the "Fixed Rate Period"), at an annual rate of 5.000% on the liquidation
preference amount of $25,000 per share of Preferred Stock (equivalent to $50 per depositary share per year), semiannually in arrears, on the 12th of each
March and September, beginning on March 12, 2020, and (ii) from, and including, September 12, 2024, at an annual rate equal to SOFR (as defined below)
plus 3.813% on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, on the second Business Day (as defined
below) following each dividend period end date, beginning on December 16, 2024 (each date for payment of dividends, a "dividend payment date"). A
dividend period end date means the 12th of each March, June, September and December, beginning December 12, 2024. 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.
With respect to any dividend period during the Fixed Rate Period, Citigroup will calculate any dividends on the Preferred Stock on the basis of a
360-day year of twelve 30-day months, and "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. In the event that any dividend payment date during the Fixed Rate Period 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. A "business day" with respect to the Fixed Rate Period 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.
With respect to any dividend period during the Floating Rate Period, any dividend payable by Citigroup on the Preferred Stock will be calculated by
multiplying the liquidation preference amount of $25,000 per share of Preferred Stock by an accrued dividend factor equal to the sum of the dividend
factors calculated for each day during the applicable dividend period; provided that in no event will the dividend payable on the Preferred Stock be less
than zero. The dividend factor for each such day will be computed by dividing the dividend rate applicable to that day by 360. The dividend rate applicable
to such day will be the sum of the Accrued Dividend Compounding Factor (as defined below) plus 3.813%. During the Floating Rate Period, Citigroup will
calculate any dividends on the Preferred Stock on the basis of a 360-day year and the actual number of days elapsed, and "dividend period" means the
period from, and including each dividend period end date to, but excluding, the next succeeding dividend period end date; provided that the dividend
period following an election by Citigroup to redeem the Preferred Stock will be the period from, and including, the immediately preceding dividend period
end date to, but excluding, the redemption date; and provided further that SOFR for each calendar day from, and including, the Rate Cut-Off Date (as
defined below) to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. In the event that any dividend period end date
(other than a redemption date) is not a Business Day (as defined below), then such date will be postponed to the next succeeding Business Day, unless that
day falls in the next calendar month, in which case the dividend period end date will be the immediately preceding Business Day.
For the purposes of calculating any dividend with respect to any dividend period during the Floating Rate Period:
"Accrued Dividend Compounding Factor" means the result of the following formula:

where
"do", for any dividend period, is the number of U.S. Government Securities Business Days in the relevant dividend period.

https://www.sec.gov/Archives/edgar/data/831001/000119312519240048/d798546d424b2.htm[9/13/2019 12:14:44 PM]

Document Outline

#1">
- #1">