Prospectus excerpt:  Citigroup Inc. is offering 52,000,000 depositary shares, each representing a 1/1,000th interest in a share of perpetual 6.875% Fixed Rate/Floating Rate Noncumulative Preferred Stock, Series K, $1.00 par value, with a liquidation preference of $25,000 per share (equivalent to $25 liquidation preference per depositary share) (the “Preferred Stock”). Each depositary share, evidenced by a depositary receipt, entitles the holder, through the depositary, to a proportional fractional interest in all rights and preferences of the Preferred Stock (including dividend, voting, redemption, and liquidation rights).

Citigroup will pay cash dividends on the Preferred Stock, only when, as, and if declared by the board of directors of Citigroup, or a duly authorized committee of the board, out of funds legally available to pay dividends, (i) from the date of issuance of the Preferred Stock to, but excluding November 15, 2023, at an annual rate of 6.875% on the liquidation preference amount of $25,000 per share of Preferred Stock (equivalent to $1.71875 per depositary share per year), quarterly in arrears, on February 15, May 15, August 15 and November 15 of each year (each, a “dividend payment date”), beginning on February 15, 2014, and (ii) from, and including, November 15, 2023, at an annual rate equal to three-month LIBOR plus 4.130% on the liquidation preference amount of $25,000 per share of Preferred Stock, quarterly in arrears, on each dividend payment date, beginning on February 15, 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 any dividend payment date on or after November 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event (as defined on page S-11), in each case at a cash redemption price equal to $25,000 per share of Preferred Stock (equivalent to $25 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.