Terms

Series

5.125% Notes due 2014

Coupon Rate

5.125%

Rate Type

Fixed

Payment Frequency

Semi Annual

Perpetual

No

Convertible

No

Callable

No

Mandatory Redemption Date

May 5, 2014

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: Secured Creditors (If Any); Pari Passu With: Other Unsecured Senior Indebtedness Of Citigroup; Senior To: Subordinated Debt, Preferred Stock, Common Stock

Regulatory (Basel III) Call

No

Tax Classification

Ordinary

Qualifies for QDI

No

Qualifies for DRD

No

Prospectus Summary

This filing is a $500 million tap of Citigroup Inc.'s existing 5.125% Notes due May 5, 2014 — a fixed-rate senior unsecured debt security, not a preferred stock. The notes bear interest at a fixed 5.125% per annum, payable semi-annually on May 5 and November 5, with a maturity date of May 5, 2014. Upon closing, total outstanding notes in this series reach $1.75 billion. As a debt instrument, concepts such as cumulative/non-cumulative dividends are not applicable; interest is a contractual obligation and non-payment constitutes a default. The notes rank pari passu with all other unsecured senior indebtedness of Citigroup Inc. (the holding company), placing them senior to subordinated debt, preferred stock, and common equity. However, as obligations of the holding company rather than its operating bank subsidiaries (principally Citibank, N.A.), investors face structural subordination: subsidiary creditors have priority claims on subsidiary assets before value flows up to holding company creditors. There is no regulatory Tier 1 capital redemption trigger; the only early redemption right is a tax event call (whole, not partial) at par if Citigroup becomes obligated to pay additional withholding-tax gross-up amounts due to a change in U.S. tax law after April 28, 2004. At the public offering price of 103.134% of par, the yield-to-maturity is modestly below the 5.125% coupon. Interest payments use April 15 and October 15 record dates. For U.S. holders, interest is taxable as ordinary income — it does not qualify for the preferential 15%/20% qualified dividend income rate or the corporate dividends-received deduction. Non-U.S. holders may obtain withholding tax exemptions via IRS Form W-8BEN under the portfolio interest exemption, subject to standard conditions. No dividend stopper mechanics exist; this is a debt obligation with no equity-linked payment deferral features.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Other Preferreds from Citigroup Inc.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 54 (Average)