Obligation Citigroup 7.375% ( US172967PC98 ) en USD

Citigroup

102.75 % ⇌

Etas-Unis

US172967PC98 ( en USD )

7.375% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation Citigroup US172967PC98 en USD 7.375%, échéance Perpétuelle

1 000 USD

1 250 000 000 USD

172967PC9

BB+ ( Spéculatif )

15/05/2025 ( Dans 42 jours )

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967PC98, paye un coupon de 7.375% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Citigroup ( Etas-Unis ) , en USD, avec le code ISIN US172967PC98, a été notée BB+ ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

PROSPECTUS SUPPLEMENT
(to prospectus dated May 11, 2021)
1,250,000 Depositary Shares
Each Representing a 1/25th Interest in a Share of
7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z
Citigroup Inc. is offering 1,250,000 depositary shares, each representing a 1/25th interest in a share of perpetual 7.375% Fixed Rate Reset Noncumulative Preferred
Stock, Series Z, $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, on the 15th of each February, May, August and November (each, a "dividend payment date") (i) from, and
including, the date of issuance of the Preferred Stock to, but excluding, May 15, 2028, at an annual rate of 7.375% on the liquidation preference amount of $25,000 per
share of Preferred Stock (equivalent to $73.75 per depositary share per year), quarterly in arrears, beginning on August 15, 2023, and (ii) from, and including, May 15,
2028, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described in "Description of the
Preferred Stock -- Dividends" below) plus 3.209% on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, beginning on
August 15, 2028. Payment of dividends on the Preferred Stock is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus
supplement. Dividends on the Preferred Stock will not be cumulative.
Citigroup may redeem the Preferred Stock (i) in whole at any time or in part, from time to time, on any dividend payment date on or after May 15, 2028 or (ii) in
whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined on page S-17), 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-18 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, 2022, along with the other information in, or incorporated by reference in, this prospectus supplement and the
accompanying prospectus before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Neither the depositary shares nor the Preferred Stock are deposits or savings accounts. These securities are not insured by the Federal Deposit Insurance Corporation
or by any other governmental agency or instrumentality.
Per Depositary Share
Total
Public Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,000.00
$1,250,000,000
Underwriting Discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15.00
$
18,750,000
Proceeds to Citigroup (before expenses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
985.00
$1,231,250,000
Net proceeds to Citigroup (after expenses) are expected to be approximately $1,231,025,000.
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 March 7, 2023, in book-entry form only through the facilities of The Depository Trust Company and its direct participants, including Clearstream,
S.A. and Euroclear SA/NV.
Sole Structuring Coordinator and Sole Book-Running Manager
Citigroup
Senior Co-Managers
Bank of China
Barclays
BBVA
Blaylock Van, LLC
BMO Capital Markets
C.L. King & Associates
Capital One Securities
CastleOak Securities, L.P.
Deutsche Bank Securities
Drexel Hamilton
ING
IMI Intesa Sanpaolo
Lloyds Securities
Loop Capital Markets
MFR Securities, Inc.
MUFG
Natixis
Nomura
Nordea
PNC Capital Markets LLC
R. Seelaus & Co., LLC
RBC Capital Markets
Ramirez & Co., Inc.
Santander
Scotiabank
SOCIETE GENERALE
Siebert Williams Shank
SMBC Nikko
Standard Chartered Bank
TD Securities
Truist Securities
US Bancorp
United Overseas Bank
Junior Co-Managers
ABN AMRO
Academy Securities
AmeriVet Securities
BNY Mellon Capital Markets, LLC
CaixaBank
CAVU Securities
CIBC Capital Markets
Commonwealth Bank of Australia
Danske Markets
Desjardins Capital Markets
Erste Group
Fifth Third Securities
Great Pacific Securities
Huntington Capital Markets
Independence Point Securities
ICBC (Asia)
JMP Securities, A Citizens Company
KeyBanc Capital Markets
M&T Securities
Melvin Securities
Mischler Financial Group, Inc.
Mizuho
nabSecurities, LLC
National Bank of Canada Financial Markets
NatWest Markets
Raiffeisen Bank International
Regions Securities LLC
Roberts & Ryan
Stern
Tigress Financial Partners
UniCredit Capital Markets
February 28, 2023

TABLE OF CONTENTS
Page
Prospectus Supplement
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
Description of the Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-13
Description of the Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Book-Entry Procedures and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-35
Prospectus
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8
Citigroup Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13
Use of Proceeds and Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
European Monetary Union . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
United States Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
55
Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign
Currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63
Description of Common Stock Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
Description of Index Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
67
Description of Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
Description of Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
89
Description of Depositary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
92
Description of Stock Purchase Contracts and Stock Purchase Units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
95
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
96
ERISA Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
101
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 than 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.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from
certain jurisdictions may be restricted by law. Persons into whose possession this prospectus supplement and the
accompanying prospectus come are required by Citigroup and the underwriters to inform themselves about, and
to observe any such restrictions, and neither Citigroup nor any of the underwriters accepts any liability in relation
thereto. See "Underwriting."
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 ("MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 ("Insurance
Distribution Directive"), 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.
Prohibition of sales to UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act ("FSMA") and
any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); or (iii) not a qualified investor
as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA.
Consequently, no key information document required by the PRIIPs Regulation as it forms part of domestic law
by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the depositary shares and the
Preferred Stock or otherwise making them available to retail investors in the UK 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 UK may be unlawful under the UK PRIIPs Regulation.
UK MiFIR product governance / Professional investors and ECPs only target market. Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the
depositary shares and the Preferred Stock has led to the conclusion that: (i) the target market for the depositary
shares and the Preferred Stock is only eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"), and professional clients, as defined in UK MiFIR; and (ii) all channels for
distribution of the Preferred Stock to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the depositary shares and the Preferred Stock (a "distributor")
should take into consideration the manufacturer's target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the depositary shares and
the Preferred Stock (by either adopting or refining the manufacturer's target market assessment) and determining
appropriate distribution channels.
This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted or where
the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make
such offer or sale. See "Underwriting."
References in this prospectus supplement to "dollars", "$" and "U.S. $" 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 1,250,000 depositary shares representing fractional interests in 50,000 shares of the
Preferred Stock ($1,250,000,000 aggregate liquidation preference), with each share of the Preferred Stock having
a par value of $1.00 and a liquidation preference of $25,000 per share. Each depositary share represents a 1/25th
interest in a share of the Preferred Stock (equivalent to $1,000 liquidation preference per depositary share). Each
depositary share entitles the holder, through the depositary, to a proportional fractional interest in a share of the
Preferred Stock, including dividend, voting, redemption, and liquidation rights.
Citigroup may elect from time to time to issue additional depositary shares representing interests in
additional shares of the Preferred Stock without notice to, or consent from, the existing holders of depositary
shares, and all those additional depositary shares would be deemed to form a single series with the depositary
shares offered by this prospectus supplement and the accompanying prospectus.
Dividends
Citigroup will pay cash dividends on the Preferred Stock, only when, as, and if declared by the board of
directors of Citigroup, or a duly authorized committee of the board of directors, out of funds legally available to
pay dividends, on the 15th of each February, May, August and November (each date for payment of dividends, a
"dividend payment date") (i) from, and including, the date of issuance of the Preferred Stock to, but excluding,
May 15, 2028 (the "First Reset Date"), at an annual rate of 7.375% on the liquidation preference amount of
$25,000 per share of Preferred Stock (equivalent to $73.75 per depositary share per year), quarterly in arrears,
beginning on August 15, 2023, and (ii) from, and including, the First Reset Date, for each reset period, at an
annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as
described in "Description of the Preferred Stock -- Dividends" below) plus 3.209% on the liquidation preference
amount of $25,000 per share of Preferred Stock, quarterly in arrears, beginning on August 15, 2028. A "reset
period" means the period from, and including, each reset date to, but excluding, the next succeeding reset date,
except for the initial reset period, which will be the period from, and including, the First Reset Date to, but
excluding, the next succeeding reset date. A "reset date" means the First Reset Date and each date falling on the
fifth anniversary of the preceding reset date, and "reset dividend determination date" means, in respect of any
reset period, the day that is three business days prior to the beginning of such reset period.
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. "Dividend period" means the period from, and
including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for
the initial dividend period, which will be the period from, and including, the date of issuance of the Preferred
Stock to, but excluding, the first dividend payment date. If a dividend on the Preferred Stock is declared for any
dividend period, such dividend will be calculated on the basis of a 360-day year consisting of twelve 30-day
S-3

months, and if any dividend payment date 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.
Optional Redemption
The Preferred Stock is perpetual and has no maturity date. Citigroup may redeem the Preferred Stock in
whole at any time or in part, from time to time, on any dividend payment date on or after the First Reset Date or
in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined on
page S-17), 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, 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 approval of the Federal
Reserve Bank of New York (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
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-18 and "Description of the Depositary Shares --
Voting the Preferred Stock" on page S-22.
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
S-4

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"), 5.950% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series P (the "Series P Preferred Stock"), 6.250% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series T (the "Series T Preferred Stock"), 5.000% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series U (the "Series U Preferred Stock"), 4.700% Fixed Rate/Floating Rate
Noncumulative Preferred Stock, Series V (the "Series V Preferred Stock"), 4.000% Fixed Rate Reset
Noncumulative Preferred Stock, Series W (the "Series W Preferred Stock"), 3.875% Fixed Rate Reset
Noncumulative Preferred Stock, Series X (the "Series X Preferred Stock") and 4.150% Fixed Rate Reset
Noncumulative Preferred Stock, Series Y (the "Series Y 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 P Preferred Stock, the Series T Preferred Stock, the Series U Preferred Stock, the Series V Preferred
Stock, the Series W Preferred Stock, the Series X Preferred Stock, the Series Y 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
Under current law, 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-25.
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, registrar and calculation
agent.
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Conflicts of Interest
Citigroup Global Markets Inc., the sole book-running manager for this offering, is a subsidiary of Citigroup.
Accordingly, the offering of the depositary shares will conform with the requirements addressing conflicts of
interest when distributing the securities of an affiliate set forth in Rule 5121 of the Financial Industry Regulatory
Authority, Inc. See "Underwriting -- Conflicts of Interest" beginning on page S-31.
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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 Annual
Report on Form 10-K for the year ended December 31, 2022 ("2022 Annual Report on Form 10-K") and
subsequent Quarterly Reports on Form 10-Q and described under "Risk Factors" in Citigroup's 2022 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.
Citigroup's risk-based capital requirements include a fixed 2.5% capital conservation buffer under the Federal
Reserve's Advanced Approaches capital framework, and a variable stress capital buffer ("SCB") under its
standardized risk-based capital rules. In addition, the Federal Reserve's capital rules include 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
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only with common equity tier 1 capital. If Citigroup's risk-based capital ratios do not satisfy minimum
requirements plus the capital conservation buffer or SCB, as applicable, as well as the G-SIB surcharge (and the
countercyclical capital buffer, 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
capital, 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.
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 two series of junior subordinated debt securities outstanding with an aggregate
principal amount outstanding of approximately $2.4 billion, with maturities ranging from 2036 to 2040.
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 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 Citigroup submits to the
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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 the First Reset Date.
By its terms, the Preferred Stock may be redeemed by Citigroup prior to the First Reset Date 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-17), 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-16.
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 the First
Reset Date 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-18 and "Description of the Depositary Shares -- Voting the Preferred
Stock" on page S-22.
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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