Bond CitiCorp 4.7% ( US172967MK42 ) in USD

Issuer CitiCorp
Market price 100 %  ▲ 
Country  United States
ISIN code  US172967MK42 ( in USD )
Interest rate 4.7% per year ( payment 2 times a year)
Maturity 31/12/2020 - Bond has expired



Prospectus brochure of the bond Citigroup US172967MK42 in USD 4.7%, expired


Minimal amount 1 000 USD
Total amount 1 500 000 000 USD
Cusip 172967MK4
Standard & Poor's ( S&P ) rating BB+ ( Non-investment grade speculative )
Moody's rating N/A
Detailed description 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 US172967MK42, pays a coupon of 4.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 31/12/2020
The Bond issued by CitiCorp ( United States ) , in USD, with the ISIN code US172967MK42, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.







PROSPECTUS SUPPLEMENT
(to prospectus dated June 27, 2019)
1,500,000 Depositary Shares
Each Representing a 1/25th Interest in a Share of
4.700% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series V
Citigroup Inc. is offering 1,500,000 depositary shares, each representing a 1/25th interest in a share of perpetual 4.700% Fixed Rate/
Floating Rate Noncumulative Preferred Stock, Series V, $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, January 30, 2025, at an annual rate of 4.700% on the liquidation preference amount of $25,000 per share of
Preferred Stock (equivalent to $47 per depositary share per year), semiannually in arrears, on the 30th of each January and July (each, a
"dividend payment date"), beginning on July 30, 2020, and (ii) from, and including, January 30, 2025, 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
3.234% 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
May 2, 2025. 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 January 30, 2025 and on any dividend period end
date on or after April 30, 2025 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 January 23, 2020, 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
Barclays
BMO Capital Markets
nabSecurities, LLC
UBS Investment Bank
Wells Fargo Securities
Junior Co-Managers
ABN AMRO
Academy Securities
AmeriVet Securities
Banca IMI
Bancroft Capital, LLC
BBVA
Cabrera Capital Markets, LLC
Capital One Securities
CastleOak Securities, L.P.
CIBC Capital Markets
Citizens Capital Markets
Drexel Hamilton
Fifth Third Securities
ICBC Standard Bank
ING
MFR Securities, Inc.
Nomura
PNC Capital Markets LLC
RBC Capital Markets
Santander
Scotiabank
Siebert Williams Shank
SMBC Nikko
Standard Chartered Bank
TD Securities
UniCredit Capital Markets
United Overseas Bank Limited
January 15, 2020


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.
S-1


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
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") 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


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, January 30,
2025 (the "Fixed Rate Period"), at an annual rate of 4.700% on the liquidation preference amount of $25,000 per
share of Preferred Stock (equivalent to $47 per depositary share per year), semiannually in arrears, on the 30th of
each January and July, beginning on July 30, 2020, and (ii) from, and including, January 30, 2025 (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 3.234% 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 May 2, 2025 (each date for
payment of dividends, a "dividend payment date"). A "dividend period end date" means the 30th of each
January, April, July and October, beginning April 30, 2025.
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
January 30, 2025) 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


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 January 30, 2025 and on any dividend period end date on or after
April 30, 2025 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


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 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"), 5.875% 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"), 6.250% Fixed Rate/Floating Rate Noncumulative Preferred
Stock, Series T (the "Series T Preferred Stock") and 5.000% Fixed Rate/Floating Rate Noncumulative Preferred
Stock, Series U (the "Series U 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 O Preferred Stock, the Series P Preferred Stock, the Series Q Preferred Stock, the Series R Preferred
Stock, the Series S Preferred Stock, the Series T Preferred Stock, the Series U 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


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-32.
S-6


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, June 30, 2019 and September 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 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,
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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.
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
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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 January 30, 2025.
By its terms, the Preferred Stock may be redeemed by Citigroup prior to January 30, 2025 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
January 30, 2025 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
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