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Name | Symbol | Market | Type |
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Calamos ETF Trust Russell 2000 Structured Alt Protection ETF July | NYSE:CPRJ | NYSE | Exchange Traded Fund |
Price Change | % Change | Price | High Price | Low Price | Open Price | Traded | Last Trade | |
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0.00 | 0.00% | 0 | - |
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The notes will have maturities of nine months or more from the date of issue, unless otherwise specified in the applicable supplement.
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The notes may be issued as indexed notes. The payment or deliveries at maturity and/or payments of interest, if any, on indexed notes may be linked to the price or level of one or more equity securities, equity indices, commodities, commodity indices, currencies, interest rates or any other index or measure, or a basket of one or more of the foregoing, as specified in the applicable supplement.
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The notes may be settled in cash or in other property, as specified in the applicable supplement.
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The terms of specific notes may permit or require redemption or repurchase at our option or the option of the holder.
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The notes will be denominated in U.S. dollars, unless otherwise specified by us and described in the applicable supplement.
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The notes may bear interest at a fixed or floating interest rate or may bear no interest.
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The notes will not be listed on any securities exchange, unless otherwise specified in the applicable supplement.
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Senior notes are part of our senior indebtedness; and subordinated notes are part of our subordinated indebtedness.
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You should review “Description of Debt Securities” in the accompanying prospectus, “Description of the Notes” in this prospectus supplement and each other applicable supplement for specific terms that apply to your notes.
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Page | |
Prospectus Supplement
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Risk Factors
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S-1
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Important Currency Information
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S-3
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Forward-Looking Statements
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S-4
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Description of the Notes
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S-5
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United States Federal Tax Considerations
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S-22
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Plan of Distribution; Conflicts of Interest
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S-32
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Benefit Plan Investor Considerations
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S-35
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Legal Matters
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S-37
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Prospectus
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Prospectus Summary
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1
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Forward-Looking Statements
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7
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Citigroup Inc.
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8
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Use of Proceeds and Hedging
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9
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European Monetary Union
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10
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Description of Debt Securities
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11
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United States Tax Documentation Requirements
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35
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United States Federal Income Tax Considerations
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37
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Currency Conversions and Foreign Exchange Risks Affecting Debt Securities Denominated in a Foreign Currency
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44
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Description of Common Stock Warrants
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46
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Description of Index Warrants
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48
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Description of Capital Stock
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51
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Description of Preferred Stock
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54
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Description of Depositary Shares
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57
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Description of Stock Purchase Contracts and Stock Purchase Units
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60
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Plan of Distribution
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61
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ERISA Considerations
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63
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Legal Matters
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65
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Experts
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66
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the possibility of significant market changes in exchange rates between U.S. dollars and the relevant currencies;
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the possibility of significant changes in exchange rates between U.S. dollars and the relevant currencies resulting from official redenomination or revaluation of such specified currency; and
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the possibility of the imposition or modification of foreign exchange controls by either the United States or foreign governments.
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economic events;
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political events; and
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the supply of, and demand for, the relevant currencies.
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unavailable due to the imposition of exchange controls or other circumstances beyond Citigroup’s control;
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no longer used by the government of the country issuing such currency; or
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no longer used for the settlement of transactions by public institutions of the international banking community—
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any change in the value of the specified currency of such notes relative to any other currency due solely to fluctuations in exchange rates; or
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any redenomination of any component currency of any composite currency, unless such composite currency is itself officially redenominated.
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the specified currency for such note, if other than U.S. dollars;
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the price at which such note will be issued;
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the original issue date on which such note will be issued;
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the date of the stated maturity;
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if such note is a fixed rate note, the rate per annum at which such note will bear any interest, and whether and the manner in which such rate may be changed prior to its stated maturity;
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if such note is a floating rate note, relevant terms such as:
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(1)
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the base rate;
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(2)
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the initial interest rate;
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(3)
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the interest periods or the interest reset dates;
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(4)
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the interest payment dates;
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(5)
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any index maturity;
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(6)
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any maximum interest rate;
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(7)
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any minimum interest rate;
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(8)
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any spread or spread multiplier; and
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(9)
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any other terms relating to the particular method of calculating the interest rate for such note and whether and how any spread or spread multiplier may be changed prior to stated maturity;
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whether such note is a note issued originally at a discount;
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if such note is an amortizing note, the terms for repayment prior to stated maturity;
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if such note is an indexed note, in the case of an indexed rate note, the manner in which the amount of any interest payment will be determined or, in the case of an indexed principal note, its stated principal amount and the manner in which the amount payable at stated maturity will be determined;
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if such note may be settled in any property or currency other than U.S. dollars, the type of such property or currency and the manner in which it will be determined;
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if such note may be redeemed at the option of Citigroup, or repaid at the option of the holder, prior to stated maturity as described under “Optional Redemption, Repayment and Repurchase” below, the terms of its redemption or repayment;
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if such note has an optional extension beyond its stated maturity as described under “Description of Debt Securities—Extension of Maturity” in the accompanying prospectus, the terms of such optional extension;
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the form of such notes, if other than a global security registered in the name of a nominee of DTC;
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any special United States federal income tax consequences of the purchase, ownership and disposition of a particular issuance of notes;
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if such note is a renewable note, the specific terms governing renewability;
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the use of proceeds, if materially different than that disclosed in the accompanying prospectus; and
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if the note has a survivor’s option, as described below under “Repayment Upon Death,” any specific terms relating to the survivor’s option; and
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any other terms of such note that are not inconsistent with the provisions of the indenture under which such note will be issued.
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based on the specified currency/U.S. dollar exchange rate prevailing at 11:00 a.m., London, England time, on the second exchange rate business day prior to the applicable payment date, or
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if an exchange rate bid quotation is not so available, the exchange rate agent will obtain a bid quotation from a leading foreign exchange bank in London, England selected by the exchange rate agent after consultation with Citigroup.
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unavailable due to the imposition of exchange controls or other circumstances beyond Citigroup’s control;
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no longer used by the government of the country issuing such currency; or
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no longer used for the settlement of transactions by public institutions of the international banking community—
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any change in the value of the specified currency of such notes relative to any other currency due solely to fluctuations in exchange rates; or
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any redenomination of any component currency of any composite currency, unless such composite currency is itself officially redenominated.
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maximum interest rate, which will be a maximum limitation, or ceiling, on the rate at which interest may accrue during any interest period; and/or
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minimum interest rate, which will be a minimum limitation, or floor, on the rate at which interest may accrue during any interest period.
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if an interest reset date for any floating rate note would fall on a day that is not a business day, such interest reset date will be postponed to the next succeeding business day.
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in the case of a LIBOR note or a EURIBOR note, if postponement to the next business day would cause the interest reset date to be in the next succeeding calendar month, the interest reset date will instead be the immediately preceding business day.
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if an auction of direct obligations of United States Treasury bills falls on a day that is an interest reset date for Treasury Rate notes, the interest reset date will be the succeeding business day.
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the CD Rate;
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the Commercial Paper Rate;
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the Federal Funds Rate;
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Constant Maturity Treasury Rate;
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the Eleventh District Cost of Funds Rate; or
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such other rate or interest rate formula as is set forth in the applicable supplement and in the applicable note.
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If the above rate is not published prior to 3:00 p.m., New York City time, on the calculation date pertaining to the CD Rate determination date then the CD Rate for such interest period will be the rate on that CD Rate determination date for negotiable U.S. dollar certificates of deposit of the index maturity designated in the applicable supplement as published in the H.15 Daily Update or other recognized electronic source used for the purpose of displaying the applicable rate, opposite the caption “CDs (Secondary Market).”
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If by 3:00 p.m., New York City time, on the related CD Rate determination date, the above rate is not yet published, then the CD Rate will be the arithmetic average of the secondary market offered rates as of 10:00 a.m., New York City time, on that CD Rate determination date of three leading non-bank dealers in negotiable U.S. certificates of deposit in New York City selected by the calculation agent for negotiable U.S. certificates of deposit of major United States money center banks of the highest credit standing, in the market for negotiable U.S. dollar certificates of deposit, with a remaining maturity closest to the index maturity designated in the applicable supplement in an amount that is representative for a single transaction in that market at that time.
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If the dealers selected by the calculation agent, however, are not quoting offered rates as mentioned in the preceding sentence, the CD Rate for such interest period will be the same as the CD Rate for the immediately preceding interest period. If there was no such interest period, the CD Rate will be the initial interest rate.
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If such rate is not published prior to 3:00 p.m., New York City time, on the calculation date pertaining to the Commercial Paper Rate determination date, then the Commercial Paper Rate for such interest period will be the money market yield on that Commercial Paper Rate determination date of the rate for commercial paper of the specified index maturity as published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying the applicable rate, opposite the caption “Commercial Paper—Nonfinancial.”
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If by 3:00 p.m., New York City time, on such calculation date, the above rate is not yet published, then the Commercial Paper Rate for such interest period will be the money market yield of the arithmetic average of the offered rates, as of 11:00 a.m., New York City time, on that Commercial Paper Rate determination date, of three leading dealers of U.S. dollar commercial paper in New York City selected by the calculation agent for such Commercial Paper Rate note for commercial paper of the specified index maturity placed for an industrial issuer whose bonds are rated “Aa” or the equivalent by a nationally recognized rating agency.
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If the dealers selected by such calculation agent, however, are not quoting offered rates as mentioned in the preceding bullet point, the Commercial Paper Rate for such interest period will be the same as the Commercial Paper Rate for the immediately preceding interest period. If there was no such interest period, the Commercial Paper Rate will be the initial interest rate.
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Money Market Yield
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=
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D × 360
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× 100
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360 – (D × M)
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If the above rate does not appear on Reuters page FEDFUNDS1 or otherwise set forth above or is not published prior to 3:00 p.m., New York City time, on the calculation date pertaining to the Federal Funds Rate determination date, the Federal Funds Rate for such interest period will be the rate on that Federal Funds Rate determination date as published in the H.15 Daily Update opposite the caption “Federal Funds (Effective),” or such other recognized electronic source used for the purpose of displaying the applicable rate.
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If by 3:00 p.m., New York City time, on such calculation date the above rate is not yet published, then the Federal Funds Rate for such interest period will be the arithmetic mean of the rates for the last transaction in overnight U.S. dollar federal funds arranged by three leading brokers of U.S. dollar federal funds transactions in New York City, selected by the calculation agent prior to 9:00 a.m., New York City time, on the business day following that Federal Funds Rate determination date.
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If the brokers so selected by the calculation agent are not quoting as mentioned above, the Federal Funds Rate for such interest period will be the Federal Funds Rate in effect for the particular Federal Funds Rate determination date. If there was no such Federal Funds Rate in effect for the interest period, the Federal Funds Rate will be the initial interest rate.
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Bond Equivalent Yield
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=
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D × N
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× 100
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360 – (D × M)
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If the rate referred to above does not appear on Reuters Page FRBCMT, then the Treasury Rate on such Constant Maturity Treasury Rate determination date will be the percentage equal to the yield for United States Treasury securities at “constant maturity” having the designated CMT maturity index for the particular Constant Maturity Treasury Rate determination date as published in H.15(519) opposite the caption “Treasury Constant Maturities.”
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If the rate referred to above does not so appear in H.15(519), then the Treasury Rate on such Constant Maturity Treasury Rate determination date will be the rate on the particular Constant Maturity Treasury Rate determination date for the period of the designated CMT maturity index as may then be published by either the Federal Reserve or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate which would otherwise have been published in H.15(519).
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(1)
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If the above information, as applicable, is not so published, then the calculation agent will calculate the Treasury Rate on the Constant Maturity Treasury Rate determination date as follows:
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The Treasury Rate will be a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the Constant Maturity Treasury Rate determination date of three leading U.S. government securities dealers in New York City, for Treasury notes. The Treasury notes will be United States treasury securities, with an original maturity of approximately the designated CMT maturity index and a remaining term to maturity of not less than such designated CMT maturity index minus one year and in a principal amount that is representative for a single transaction in the securities in that market at that time.
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The three government securities dealers referenced above will be identified from five such dealers who are selected by the calculation agent (after consultation with Citigroup), one of which may be the agent, by eliminating the dealers with the highest and lowest quotations, or in the event of equality, one of the highest and/or lowest quotation, as the case may require.
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(2)
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If three or four, but not five, of such dealers provide quotations as described above, then the Treasury Rate will be based on the arithmetic mean of the bid prices obtained and neither the highest nor the lowest of such quotes will be eliminated.
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(3)
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If the calculation agent is unable to obtain three such Treasury note quotations as described in (1) above, the Treasury Rate on such Constant Maturity Treasury Rate determination date will be calculated by the calculation agent as follows:
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The rate will be a yield to maturity based on the arithmetic mean of the secondary market bid prices as of approximately 3:30 p.m., New York City time, on the Constant Maturity Treasury Rate determination date reported, according to their written records, by three leading U.S. government securities dealers in New York City, for Treasury notes with an original maturity of the number of years that is the next highest to the designated CMT maturity index and a remaining maturity closest to the index maturity specified in the applicable supplement, and in an amount that is representative for a single transaction in that market at that time.
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If two Treasury notes with an original maturity, as described above, have remaining terms to maturity equally close to the designated CMT maturity index, the calculation agent will obtain quotations for the Treasury note with the shorter remaining term to maturity and will use such quotations to calculate the Treasury Rate as set forth above.
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The three government securities dealers referenced above will be identified from five such dealers who are selected by the calculation agent (after consultation with Citigroup), one of which may be the
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(4)
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If three or four, but not five, of such dealers provide quotations as described above, then the Treasury Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated.
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(5)
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If fewer than three dealers selected by the calculation agent provide quotations as described in (3) above, the Treasury Rate determined as of the Constant Maturity Treasury Rate determination date will be the Treasury Rate in effect on such Constant Maturity Treasury Rate determination date.
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If the rate does not appear on Reuters Page COFI/ARMS on any related Eleventh District Cost of Funds Rate determination date, the Eleventh District Cost of Funds Rate for the Eleventh District Cost of Funds Rate determination date will be the Eleventh District Cost of Funds Rate Index.
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If the Federal Home Loan Bank (“FHLB”) of San Francisco fails to announce the Eleventh District Cost of Funds Rate Index on or prior to the Eleventh District Cost of Funds Rate determination date for the calendar month immediately preceding that date, then the Eleventh District Cost of Funds Rate for such date will be the Eleventh District Cost of Funds Rate in effect on such Eleventh District Cost of Funds Rate determination date.
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in the case of the interest period, if any, commencing on the issue date, or the date on which such note otherwise begins to accrue interest if different from the issue date, up to the first interest reset date, a fixed rate of interest established by Citigroup as described in the applicable supplement; and
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in the case of each interest period commencing on an interest reset date, a fixed rate of interest specified in the applicable supplement minus the interest rate determined based on the base rate as adjusted by any spread and/or spread multiplier.
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the issue price set forth in the applicable supplement plus
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that portion of the difference between the issue price and the principal amount of such note that has accrued by such date at:
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(1)
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the bond yield to maturity set forth in the applicable supplement, or
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(2)
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if so specified in the applicable supplement, the bond yield to call printed therein. Such yield will be computed in each case in accordance with generally accepted United States bond yield computation principles. However, the amortized principal amount of a note shall never exceed its principal amount. The bond yield to call listed in a supplement shall be computed on the basis of the first occurring optional redemption date for such note and the amount payable on the optional redemption date. If any note is not redeemed on its first optional redemption date, the bond yield to call for such note will be recomputed on the optional redemption date on the basis of the next occurring optional redemption date and the amount payable on such optional redemption date, and will continue to be so recomputed on each succeeding optional redemption date until such note is redeemed.
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contravene the annual limitation, or
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result in the acceptance during the then current calendar year of an aggregate principal amount of notes (or portions thereof) exceeding $250,000 (or the approximate equivalent in other currencies) for the relevant individual deceased beneficial owner.
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a written request for repayment signed by the representative. Such signature must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States;
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tender of such note to be repaid;
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appropriate evidence satisfactory to Citigroup and the paying agent that (1) the representative has authority to act on behalf of the deceased beneficial owner; (2) the death of such beneficial owner has occurred; and (3) the deceased was the beneficial owner of such note at the time of death;
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if applicable, a properly executed assignment or endorsement; and
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if such note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the trustee from such nominee attesting to the beneficial ownership of such note. All questions as to the eligibility or validity of any exercise of the survivor’s option will be determined by Citigroup, in its sole discretion, and such determinations will be final and binding on all parties.
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the documents described in the first and third bullet points of the preceding paragraph; and
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instructions to the broker or other entity to notify the depositary of the representative’s desire to obtain repayment pursuant to exercise of the survivor’s option.
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the documents received from the representative referred to in the first bullet point of the preceding paragraph;
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its tender of such note pursuant to exercise of the survivor’s option; and
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a certificate satisfactory to the paying agent from the broker or other entity stating that it represents the deceased beneficial owner.
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(1)
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such note with the form entitled “Option to Elect Repayment” on the reverse of such note duly completed; or
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(2)
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a telegram, telex, facsimile transmission, electronic mail correspondence or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company in the United States setting forth:
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the name of the holder of such note;
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the principal amount of such note to be repaid;
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the certificate number or a description of the tenor and terms of such note; and
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a statement that the option to elect repayment is being exercised.
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the issue price set forth in the applicable supplement plus
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that portion of the difference between the issue price and the principal amount of the note that has accrued by that date at
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(1)
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the bond yield to maturity set forth in the applicable supplement, or
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(2)
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if so specified in the applicable supplement, the bond yield to call set forth therein.
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the first occurring optional redemption date with respect to such note; and
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the amount payable on such optional redemption date.
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the determination of an interest rate basis;
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the specification of an interest rate basis;
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calculation of the interest rate applicable to, or the amount payable at maturity on, any note;
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interest payment dates; or
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any other matters.
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a financial institution;
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a “regulated investment company”;
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a tax-exempt entity, including an “individual retirement account” or “Roth IRA”;
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a dealer or trader in securities subject to a mark-to-market method of tax accounting with respect to the notes;
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a person holding a note as part of a “straddle” or conversion transaction or who has entered into a “constructive sale” with respect to a note;
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a U.S. Holder (as defined below) whose functional currency is not the U.S. dollar; or
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an entity classified as a partnership for U.S. federal income tax purposes.
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a citizen or resident of the United States;
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a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any State therein or the District of Columbia; or
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an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.
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will first reduce the amount of interest in respect of the CPDI that you would otherwise be required to include in income in the taxable year; and
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to the extent of any excess, will give rise to an ordinary loss, but only to the extent that the amount of all previous interest inclusions under the CPDI exceeds the total amount of the net negative adjustments treated as ordinary loss on the CPDI in prior taxable years.
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an individual who is classified as a nonresident alien;
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a foreign corporation; or
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a foreign estate or trust.
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(a)
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a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, or
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(b)
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a trust (other than a trust the trustee of which is an accredited investor) whose sole purpose is to hold investments and of which each beneficiary is an individual who is an accredited investor,
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this prospectus, which explains the general terms of the securities that Citigroup may offer;
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the accompanying prospectus supplement, which (1) explains the specific terms of the securities being offered and (2) updates and changes information in this prospectus; and
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the documents referred to in “Where You Can Find More Information” on page 6 for information on Citigroup, including its financial statements.
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debt securities;
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common stock warrants;
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index warrants;
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preferred stock;
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depositary shares;
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stock purchase contracts;
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stock purchase units; and
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common stock.
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Neither indenture limits the amount of debt that Citigroup may issue or provides holders any protection should there be a highly leveraged transaction involving Citigroup, although the senior debt indenture does limit Citigroup’s ability to pledge the stock of any subsidiary that meets the financial thresholds in the indenture. These thresholds are described below under “Description of Debt Securities—Covenants.”
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The senior debt indenture allows for different types of debt securities, including indexed securities, to be issued in series.
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The indentures allow Citigroup to merge or to consolidate with another company, or sell all or substantially all of its assets to another company. If any of these events occur, the other company generally would be required to assume Citigroup’s responsibilities for the debt. Unless the transaction resulted in a default, Citigroup would be released from all liabilities and obligations under the debt securities when the other company assumed its responsibilities.
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The indentures provide that holders of 66 2/3% of the principal amount of the senior debt securities and holders of a majority of the total principal amount of the subordinated debt securities outstanding in any series may vote to change Citigroup’s obligations or your rights concerning those securities. However, changes to the financial terms of that security, including changes in the payment of principal or interest on that security or the currency of payment, cannot be made unless every holder affected consents to the change.
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Citigroup may satisfy its obligations under the debt securities or be released from its obligation to comply with the limitations discussed above at any time by depositing sufficient amounts of cash or U.S. government securities with the trustee to pay Citigroup’s obligations under the particular securities when due.
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The indentures govern the actions of the trustee with regard to the debt securities, including when the trustee is required to give notices to holders of the securities and when lost or stolen debt securities may be replaced.
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failure to pay principal when due;
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failure to pay required interest for 30 days;
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failure to make a required scheduled installment payment to a sinking fund for 30 days;
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failure to perform other covenants for 90 days after notice;
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certain events of insolvency or bankruptcy, whether voluntary or not; and
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any additional events as may be set forth in the applicable prospectus supplement.
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to or through underwriters or dealers;
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by itself directly;
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through agents; or
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through a combination of any of these methods of sale.
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Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 1, 2013;
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Quarterly Reports on Form 10-Q for the quarter ended March 31, 2013, filed on May 2, 2013; for the quarter ended June 30, 2013, filed on August 2, 2013; and for the quarter ended September 30, 2013, filed on November 1, 2013;
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Current Reports on Form 8-K filed on January 2, 2013, January 10, 2013, January 17, 2013 (to the extent filed with the SEC), February 8, 2013, February 20, 2013, February 21, 2013, March 14, 2013, March 26, 2013, March 27, 2013, April 15, 2013 (to the extent filed with the SEC), April 17, 2013, April 26, 2013, April 30, 2013, May 1, 2013, May 15, 2013, May 17, 2013, June 25, 2013, June 27, 2013, July 1, 2013, July 8, 2013 (to the extent filed with the SEC), July 15, 2013 (to the extent filed with the SEC), July 25, 2013, July 30, 2013, August 1, 2013, August 9, 2013, August 30, 2013, September 10, 2013, September 13, 2013, September 19, 2013, September 25, 2013, September 26, 2013, October 15, 2013 (to the extent filed with the SEC), October 25, 2013, October 31, 2013, November 7, 2013 and November 12, 2013; and
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Definitive Proxy Statement on Schedule 14A, filed on March 14, 2013, as amended.
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funding the business of its operating units;
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funding investments in, or extensions of credit or capital contributions to, its subsidiaries;
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financing possible acquisitions or business expansion; and
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lengthening the average maturity of liabilities, which means that it could reduce its short-term liabilities or refund maturing indebtedness.
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the title of the debt securities;
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whether the debt securities will be senior or subordinated debt;
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the indenture under which the debt securities are being issued;
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the total principal amount of the debt securities;
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the percentage of the principal amount at which the debt securities will be sold and, if applicable, the method of determining the price;
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the maturity date or dates;
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the interest rate or the method of computing the interest rate;
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the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment date or dates and any related record dates;
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if other than in U.S. dollars, the currency or currency unit in which payment will be made;
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if the amount of any payment may be determined with reference to an index or formula based on a currency or currency unit other than that in which the debt securities are payable, the manner in which the amounts will be determined;
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if the amount of any payment may be determined with reference to an index or formula based on securities, commodities, intangibles, articles or goods, or any other financial, economic or other measure or instrument, including the occurrence or non-occurrence of any event or circumstance, the manner in which the amount will be determined;
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if any payments may be made at the election of Citigroup or a holder of debt securities in a currency or currency unit other than that in which the debt securities are stated to be payable, the periods within which, and the terms upon which, such election may be made;
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if other than the principal amount, the portion of the principal amount of the debt securities payable if the maturity is accelerated;
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the date of any global security if other than the original issuance of the first debt security to be issued;
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any material provisions of the applicable indenture described in this prospectus that do not apply to the debt securities; and
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any other specific terms of the debt securities (
Section 2.02
).
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Interest Payment Frequency
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Interest Payment Dates
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Monthly
|
Fifteenth day of each calendar month, beginning in the first calendar month following the month the debt security was issued.
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Quarterly
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Fifteenth day of every third month, beginning in the third calendar month following the month the debt security was issued.
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Semi-annually
|
Fifteenth day of every sixth month, beginning in the sixth calendar month following the month the debt security was issued.
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Annually
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Fifteenth day of every twelfth month, beginning in the twelfth calendar month following the month the debt security was issued.
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LIBOR;
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the Treasury Rate;
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the Prime Rate;
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EURIBOR;
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CDOR; or
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such other rate or interest rate formula as is set forth in the applicable supplement and in such floating rate note.
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for any floating rate note, any day that is not a Saturday or Sunday and that is not a day on which banking institutions generally are authorized or obligated by law or executive order to close in New York City, London, or the place in which the floating rate note or its coupon is to be presented for payment;
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for LIBOR floating rate notes only, a London business day, which shall be any day on which dealings in deposits in the specified currency are transacted in the London interbank market;
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for floating rate notes having a specified currency other than U.S. dollars only, other than Euro-denominated floating rate notes, any day that, in the principal financial center (as defined below) of the
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for EURIBOR floating rate notes and Euro-denominated floating rate notes, a TARGET business day.
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If “Reuters LIBOR01” is designated, or if no LIBOR page is specified in the applicable supplement as the method for calculating LIBOR, “designated LIBOR page” means the display on Reuters 3000 Xtra Service (“Reuters”) on page LIBOR01 for the purpose of displaying the London interbank offered rates of major banks for the specified currency. If the relevant Reuters page is replaced by another page, or if Reuters is replaced by a successor service, then “Reuters LIBOR01” means the replacement page or service selected to display the London interbank offered rates of major banks for the specified currency.
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The calculation agent (after consultation with Citigroup) will select four major banks in the London interbank market.
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The calculation agent will request that the principal London offices of those four selected banks provide their offered quotations to prime banks in the London interbank market at approximately 11:00 a.m., London time, on the interest determination date. These quotations shall be for deposits in the specified currency for the period of the specified index maturity, commencing on the interest determination date. Offered quotations must be based on a principal amount equal to at least $1,000,000 or the approximate equivalent in the specified currency that is representative of a single transaction in such market at that time.
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(1)
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If two or more quotations are provided, LIBOR for the interest period will be the arithmetic average of those quotations.
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(2)
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If fewer than two quotations are provided, the calculation agent (after consultation with Citigroup) will select three major banks in New York City and follow the steps in the two bullet points below.
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The calculation agent will then determine LIBOR for the interest period as the arithmetic average of rates quoted by those three major banks in New York City to leading European banks at approximately 11:00 a.m., New York City time, on the interest determination date. The rates quoted will be for loans in the specified currency, for the period of the specified index maturity, commencing on the interest determination date. Rates quoted must be based on a principal amount of at least $1,000,000 or the approximate equivalent in the specified currency that is representative of a single transaction in such market at that time.
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If fewer than three New York City banks selected by the calculation agent are quoting rates, LIBOR for the interest period will be the same as for the immediately preceding interest period.
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(1)
|
If the Treasury rate is not published prior to 3:00 p.m., New York City time on the earlier of 1) the tenth calendar day after the interest determination date or, if that day is not a business day, the next succeeding business day, or 2) the business day immediately preceding the applicable interest payment date or maturity date, as the case may be (the “calculation date”), then the Treasury Rate will be the Bond Equivalent Yield (as defined below) of the rate for the applicable treasury securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, opposite the caption “U.S. Government Securities/Treasury Bills/Auction High” on the interest determination date.
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(2)
|
If the rate referred to in clause (1) is not so published by 3:00 p.m., New York City time, on the calculation date, the Treasury Rate will be the Bond Equivalent Yield of the auction rate of the applicable treasury securities as announced by the United States Department of the Treasury on the interest determination date.
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(3)
|
If the rate referred to in clause (2) above is not so announced by the United States Department of the Treasury, or if the auction is not held, then the Treasury Rate will be the Bond Equivalent Yield of the rate on the interest determination date of the applicable treasury securities published in H.15(519) opposite the caption “U.S. Government Securities/Treasury Bills/Secondary Market.”
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(4)
|
If the rate referred to in clause (3) is not so published by 3:00 p.m., New York City time, on the calculation date, then the Treasury Rate will be the rate on the calculation date of the applicable treasury securities as published in H.15 Daily Update, or another recognized electronic source used for the purpose of displaying the applicable rate, opposite the caption “U.S. Government Securities/Treasury Bills/Secondary Market” on the interest determination date.
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(5)
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If the rate referred to in clause (4) is not so published by 3:00 p.m., New York City time, on the calculation date, then the Treasury Rate will be the rate calculated by the calculation agent as the Bond Equivalent Yield of the arithmetic mean of the secondary market bid rates, as of approximately 3:30 p.m., New York City time, on the interest determination date, of three primary United States government securities dealers selected by the calculation agent (after consultation with Citigroup), for the issue of treasury securities with a remaining maturity closest to the index maturity specified in the applicable supplement.
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(6)
|
If the dealers selected by the calculation agent are not quoting bid rates as mentioned in (5) above, then the Treasury Rate for such interest period will be the same as the Treasury Rate for the immediately preceding interest period. If there was no preceding interest period, the Treasury Rate will be the initial interest rate.
|
Bond Equivalent Yield
|
=
|
D × N
|
× 100
|
||
360 – (D × M)
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If the rate is not published prior to 3:00 p.m., New York City time, on the calculation date, then the Prime Rate will be the rate on the interest determination date that is published in the H.15 Daily Update other recognized electronic source used for the purpose of displaying that rate, opposite the caption “Bank Prime Loan.”
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If the rate referred to above is not published prior to 3:00 p.m., New York City time, on the calculation date, then the Prime Rate will be the arithmetic mean of the rates of interest that appear on the USPRIME1 page (or such other page as may replace such page on such service for the purpose of displaying prime rates or base lending rates of major United States banks) as such bank’s prime rate or base lending rate as of 11:00 a.m., New York City time, on the interest determination date.
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If fewer than four such rates appear on the Reuters Screen USPRIME1 page, then the calculation agent will select three major banks in New York City (after consultation with Citigroup). The Prime Rate will be the arithmetic average of the prime rates quoted by those three banks on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on the interest determination date.
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If the banks that the calculation agent selects do not provide quotations as described above, then the Prime Rate will remain the same as the Prime Rate for the immediately preceding interest period, or if there was no interest period, the rate of interest payable will be the initial interest rate.
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The calculation agent (after consultation with Citigroup) will select four major banks in the Euro-zone interbank market.
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The calculation agent will request that the principal Euro-zone offices of those four selected banks provide their offered quotations to prime banks in the Euro-zone interbank market at approximately 11:00 a.m., Brussels time, on the interest determination date. These quotations shall be for deposits in Euros for the period of the specified index maturity, commencing on the interest determination date. Offered quotations must be based on a principal amount equal to at least €1,000,000 that is representative of a single transaction in such market at that time.
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(1)
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If two or more quotations are provided, EURIBOR will be the arithmetic average of those quotations.
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(2)
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If less than two quotations are provided, the calculation agent (after consultation with Citigroup) will select three major banks in the Euro-zone and follow the steps in the two bullet points below.
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The calculation agent will then determine EURIBOR for the interest period as the arithmetic average of rates quoted by those three major banks in the Euro-zone to leading European banks at approximately 11:00 a.m., Brussels time, on the interest determination date. The rates quoted will be for loans in Euros, for the period of the specified index maturity, commencing on the interest determination date. Rates quoted must be based on a principal amount of at least €1,000,000 that is representative of a single transaction in such market at that time.
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If the banks so selected by the calculation agent are not quoting rates as described above, EURIBOR for the interest period will be the same as for the immediately preceding interest period.
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If the rate is not published prior to 10:00 a.m., Toronto time, on the interest determination date, then CDOR will be the average of the bid rates of interest for Canadian dollar bankers’ acceptances with maturities of three months for same day settlement as quoted by such of the Schedule I banks (as defined in the Bank Act (Canada)) as may quote such a rate as of 10:00 a.m., Toronto time, on such interest determination date.
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If no offered rate appears on Reuters Screen CDOR page on an interest determination date at approximately 10:00 a.m., Toronto time, then CDOR will be the average of the bid rates of interest for Canadian dollar
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If the Schedule I banks so selected by the calculation agent are not quoting as mentioned above, CDOR for the next interest period will be the rate in effect for the preceding interest period.
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(1)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:
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·
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having a relationship with the United States as a citizen, resident or otherwise;
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having had such a relationship in the past; or
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being considered as having had such a relationship.
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(2)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner:
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·
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being treated as present in or engaged in a trade or business in the United States;
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being treated as having been present in or engaged in a trade or business in the United States in the past; or
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having or having had a permanent establishment in the United States.
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(3)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld in whole or in part by reason of the beneficial owner being or having been any of the following (as these terms are defined in the Internal Revenue Code of 1986, as amended):
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personal holding company;
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foreign private foundation or other foreign tax-exempt organization;
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passive foreign investment company;
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controlled foreign corporation; or
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corporation which has accumulated earnings to avoid United States federal income tax.
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(4)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the beneficial owner owning or having owned, actually or constructively, 10 percent or more of the total combined voting power of all classes of stock of Citigroup entitled to vote or by reason of the beneficial owner being a bank that has invested in a debt security as an extension of credit in the ordinary course of its trade or business.
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(5)
|
Additional amounts will not be payable to any beneficial owner of a debt security that is a:
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fiduciary;
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partnership;
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·
|
limited liability company; or
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other fiscally transparent entity
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(6)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld solely by reason of the failure of the beneficial owner or any other person to comply with applicable certification, identification, documentation or other information reporting requirements. This exception to the obligation to pay additional amounts will only apply if compliance with such reporting requirements is required by statute or regulation of the United States or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other governmental charge.
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(7)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is collected or imposed by any method other than by withholding from a payment on a debt security by Citigroup or a paying agent.
|
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(8)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later.
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(9)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is imposed or withheld by reason of the presentation by the beneficial owner of a debt security for payment more than 30 days after the date on which such payment becomes due or is duly provided for, whichever occurs later.
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(10)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any:
|
·
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estate tax;
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inheritance tax;
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gift tax;
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sales tax;
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excise tax;
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transfer tax;
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wealth tax;
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·
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personal property tax; or
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·
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any similar tax, assessment, withholding, deduction or other governmental charge.
|
(11)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment, or other governmental charge required to be withheld by any paying agent from a payment of principal or interest on a note if such payment can be made without such withholding by any other paying agent.
|
(12)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any tax, assessment or other governmental charge that is required to be made pursuant to any European Union directive on the taxation of savings income or any law implementing or complying with, or introduced to conform to, any such directive. See “—EU Directive on the Taxation of Savings Income” below.
|
(13)
|
Additional amounts will not be payable if a payment on a debt security is reduced as a result of any combination of items (1) through (12) above.
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·
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any individual who is a citizen or resident of the United States;
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any corporation, partnership or other entity treated as a corporation or a partnership created or organized in or under the laws of the United States or any political subdivision thereof;
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·
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any estate if the income of such estate falls within the federal income tax jurisdiction of the United States regardless of the source of such income; and
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·
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any trust if a United States court is able to exercise primary supervision over its administration and one or more United States persons have the authority to control all of the substantial decisions of the trust.
|
|
(1)
|
Citigroup may redeem a series of debt securities if:
|
·
|
Citigroup becomes or will become obligated to pay additional amounts as described under “—Payment of Additional Amounts” above;
|
·
|
the obligation to pay additional amounts arises as a result of any change in the laws, regulations or rulings of the United States, or an official position regarding the application or interpretation of such laws, regulations or rulings, which change is announced or becomes effective on or after the date of the supplement relating to the original issuance of notes which form a series; and
|
·
|
Citigroup determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the notes or taking any action that would entail a material cost to Citigroup.
|
|
(2)
|
Citigroup may also redeem a series of debt securities if:
|
·
|
any act is taken by a taxing authority of the United States on or after the date of the supplement relating to the original issuance of notes which form a series, whether or not such act is taken in relation to Citigroup or any subsidiary, that results in a substantial probability that Citigroup will or may be required to pay additional amounts as described under “—Payment of Additional Amounts” above;
|
·
|
Citigroup determines, in its business judgment, that the obligation to pay such additional amounts cannot be avoided by the use of reasonable measures available to it, other than substituting the obligor under the notes or taking any action that would entail a material cost to Citigroup; and
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·
|
Citigroup receives an opinion of independent counsel to the effect that an act taken by a taxing authority of the United States results in a substantial probability that Citigroup will or may be required to pay the additional amounts described under “—Payment of Additional Amounts” above, and delivers to the trustee a certificate, signed by a duly authorized officer, stating that based on such opinion Citigroup is entitled to redeem a series of debt securities pursuant to their terms.
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(a)
|
the depositary is unwilling or unable to continue as depositary for such global security and Citigroup is unable to find a qualified replacement for the depositary within 90 days;
|
|
(b)
|
at any time the depositary ceases to be a clearing agency registered under the Securities Exchange Act of 1934; or
|
|
(c)
|
Citigroup in its sole discretion decides to allow some or all book-entry securities to be exchangeable for definitive securities in registered form.
|
·
|
securities of Citigroup or any other corporation provided for by a plan of reorganization or readjustment that are subordinate, at least to the same extent that the subordinated debt securities are subordinate to Senior Indebtedness; and
|
·
|
payments made from a defeasance trust as described below.
|
·
|
Citigroup’s and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10 percent of the total assets of Citigroup and its Subsidiaries consolidated as of the end of the most recently completed fiscal year;
|
·
|
Citigroup’s and its other Subsidiaries’ proportionate share of the total assets of the Subsidiary after intercompany eliminations exceeds 10 percent of the total assets of Citigroup and its Subsidiaries consolidated as of the end of the most recently completed fiscal year; or
|
·
|
Citigroup’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principles of the Subsidiary exceeds 10 percent of such income of Citigroup and its Subsidiaries consolidated for the most recently completed fiscal year.
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·
|
either (1) Citigroup is the continuing corporation, or (2) the successor corporation, if other than Citigroup, expressly assumes by supplemental indenture the obligations evidenced by the securities issued pursuant to the indenture; and
|
·
|
in the case of the senior debt indenture or if provided in the applicable supplement for a series of subordinated debt, immediately after the transaction, there would not be any default in the performance of any covenant or condition of the indenture (
Senior Debt Indenture, Sections 5.05 and 14.01; Subordinated Debt Indenture, Section 15.01
).
|
·
|
change the fixed maturity of any such securities;
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|
reduce the rate of interest on such securities;
|
·
|
reduce the principal amount of such securities or the premium, if any, on such securities;
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|
reduce the amount of the principal of any securities issued originally at a discount;
|
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|
change the currency in which any such securities are payable; or
|
·
|
impair the right to sue for the enforcement of any such payment on or after the maturity of such securities.
|
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|
reduce the percentage of securities referred to above whose holders need to consent to the modification without the consent of such holders; or
|
·
|
change, without the written consent of the trustee, the rights, duties or immunities of the trustee (
Sections 13.01 and 13.02
).
|
·
|
failure to pay required interest on any debt security of such series for 30 days;
|
·
|
failure to pay principal, other than a scheduled installment payment to a sinking fund or premium, if any, on any debt security of such series when due;
|
·
|
failure to make any required scheduled installment payment to a sinking fund for 30 days on debt securities of such series;
|
·
|
failure to perform for 90 days after notice any other covenant in the relevant indenture other than a covenant included in the relevant indenture solely for the benefit of a series of debt securities other than such series; and
|
·
|
certain events of bankruptcy or insolvency, whether voluntary or not (
Senior Debt Indenture, Section 6.01; Subordinated Debt Indenture, Section 6.07
).
|
·
|
will be deemed to have paid and satisfied its obligations on all outstanding senior debt securities of such series, which is known as “defeasance and discharge”; or
|
·
|
will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on such senior debt securities, relating to the senior debt securities of such series, which is known as “covenant defeasance.”
|
·
|
a controlled foreign corporation that is directly or indirectly related to Citigroup through stock ownership;
|
·
|
a person that actually or constructively owns 10 percent or more of the total combined voting power of all classes of stock of Citigroup that are entitled to vote; or
|
·
|
a bank that has invested in the debt security as an extension of credit in the ordinary course of its trade or business.
|
·
|
laws;
|
·
|
regulations;
|
·
|
rulings; and
|
·
|
decisions now in effect,
|
·
|
banks or other financial institutions;
|
·
|
tax-exempt entities;
|
·
|
insurance companies;
|
·
|
regulated investment companies;
|
·
|
common trust funds;
|
·
|
entities that are treated for United States federal income tax purposes as partnerships or other pass-through entities;
|
·
|
controlled foreign corporations;
|
·
|
dealers in securities or currencies;
|
·
|
persons that will hold debt securities as a hedge or in order to hedge against currency risk or as a part of an integrated investment, including a “straddle” or “conversion transaction”, comprised of a debt security and one or more other positions; or
|
·
|
United States holders (as defined below) that have a functional currency other than the U.S. dollar.
|
·
|
the average exchange rate in effect during the interest accrual period, or portion thereof, within such holder’s taxable year; or
|
·
|
at such holder’s election, at the spot rate of exchange on (i) the last day of the accrual period, or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (ii) the date of receipt, if such date is within five business days of the last day of the accrual period.
|
·
|
increased by any amounts includible in income by the holder as original issue discount (“OID”) and market discount (each as described below); and
|
·
|
reduced by any amortized premium and any payments other than payments of qualified stated interest (each as described below) made on such debt security.
|
·
|
calculating the amount of OID allocable to each accrual period in the specified currency using the constant-yield method described above; and
|
·
|
translating the amount of the specified currency so derived at the average exchange rate in effect during that accrual period, or portion of such accrual period within a United States holder’s taxable year, or, at the United States holder’s election (as described above under “Payments of Interest”), at the spot rate of exchange on (i) the last day of the accrual period, or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (ii) on the date of receipt, if such date is within five business days of the last day of the accrual period.
|
·
|
“remaining redemption amount” means the sum of all amounts payable on an OID debt security after the purchase date other than payments of qualified stated interest.
|
·
|
withholding of United States federal income tax will not apply to a payment on a debt security to a non-United States holder, provided that,
|
|
(1)
|
the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Citigroup entitled to vote and is not a controlled foreign corporation related to Citigroup through stock ownership;
|
|
(2)
|
the beneficial owner provides a statement signed under penalties of perjury that includes its name and address and certifies that it is a non-United States holder in compliance with applicable requirements; and
|
|
(3)
|
neither Citigroup nor its paying agent has actual knowledge or reason to know that the beneficial owner of the debt security is a United States holder.
|
·
|
withholding of United States federal income tax will generally not apply to any gain realized on the disposition of a debt security.
|
·
|
that gain is effectively connected with the non-United States holder’s conduct of a trade or business in the United States (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the non-United States holder within the United States); or
|
·
|
the non-United States holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.
|
·
|
the title of the common stock warrants;
|
·
|
the offering price of the common stock warrants;
|
·
|
the aggregate number of common stock warrants and the aggregate number of shares of common stock purchasable upon exercise of the common stock warrants;
|
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the currency or currency units in which the offering price, if any, and the exercise price are payable;
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the designation and terms of the common stock with which the common stock warrants are issued, and the number of common stock warrants issued with each share of common stock;
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the date, if any, on and after which the common stock warrants and the related common stock will be separately transferable;
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the minimum or maximum number of the common stock warrants that may be exercised at any one time;
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the date on which the right to exercise the common stock warrants will commence and the date on which the right will expire;
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a discussion of United States federal income tax, accounting or other considerations applicable to the common stock warrants;
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anti-dilution provisions of the common stock warrants, if any;
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redemption or call provisions, if any, applicable to the common stock warrants; and
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any additional terms of the common stock warrants, including terms, procedures and limitations relating to the exchange and exercise of the common stock warrants.
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one or more specified securities or securities indices;
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one or more specified foreign currencies or currency indices;
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a combination thereof; or
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changes in such measure or differences between two or more such measures.
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the aggregate number of such index warrants;
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the offering price of such index warrants;
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the measure or measures by which payment or distribution on such index warrants will be determined;
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certain information regarding the underlying securities, foreign currencies or indices;
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the amount of cash or number of securities due, or the means by which the amount of cash or number of securities due may be calculated, on exercise of the index warrants, including automatic exercise, or upon cancellation;
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the date on which the index warrants may first be exercised and the date on which they expire;
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any minimum number of index warrants exercisable at any one time;
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any maximum number of index warrants that may, at Citigroup’s election, be exercised by all warrant holders or by any person or entity on any day;
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any provisions permitting a warrant holder to condition an exercise of index warrants;
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the method by which the index warrants may be exercised;
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the currency in which the index warrants will be denominated and in which payments on the index warrants will be made or the securities that may be distributed in respect of the index warrants;
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the method of making any foreign currency translation applicable to payments or distributions on the index warrants;
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the method of providing for a substitute index or indices or otherwise determining the amount payable in connection with the exercise of index warrants if an index changes or is no longer available;
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the time or times at which amounts will be payable or distributable in respect of such index warrants following exercise or automatic exercise;
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any national securities exchange on, or self-regulatory organization with, which such index warrants will be listed;
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any provisions for issuing such index warrants in certificated form;
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if such index warrants are not issued in book-entry form, the place or places at and the procedures by which payments or distributions on the index warrants will be made; and
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any other terms of such index warrants.
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curing any ambiguity or curing, correcting or supplementing any defective or inconsistent provision;
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maintaining the listing of such index warrants on any national securities exchange or with any other self-regulatory organization;
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registering such index warrants under the Exchange Act, permitting the issuance of individual index warrant certificates to warrant holders, reflecting the issuance by Citigroup of additional index warrants of the same series or reflecting the appointment of a successor depositary; or
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for any other purpose that Citigroup may deem necessary or desirable and which will not materially and adversely affect the interests of the warrant holders.
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changes the amount to be paid to the warrant holder or the manner in which that amount is to be determined;
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shortens the period of time during which the index warrants may be exercised;
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otherwise materially and adversely affects the exercise rights of the holders of the index warrants; or
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reduces the percentage of the number of outstanding index warrants the consent of whose holders is required for modification or amendment of the index warrant agreement or the terms of the related index warrants.
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the number of shares to be included in the series;
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the designation, powers, preferences and rights of the shares of the series; and
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the qualifications, limitations or restrictions of such series.
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any bank holding company or foreign bank with a U.S. presence generally would be required to obtain the approval of the Federal Reserve under the BHC Act to acquire or retain 5% or more of the preferred stock; and
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any person other than a bank holding company may be required to obtain the approval of the Federal Reserve under the Change in Bank Control Act to acquire or retain 10% or more of the preferred stock.
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all prior dividend periods of other series of preferred stock that pay dividends on a cumulative basis; or
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the immediately preceding dividend period of other series of preferred stock that pay dividends on a noncumulative basis.
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all prior dividend periods if the preferred stock pays dividends on a cumulative basis; or
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the immediately preceding dividend period if the preferred stock pays dividends on a noncumulative basis.
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as otherwise stated in the supplement;
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as otherwise stated in the certificate of designation establishing such series; and
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as required by applicable law.
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all outstanding depositary shares have been redeemed;
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each share of preferred stock has been converted into or exchanged for common stock; or
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a final distribution in respect of the preferred stock has been made to the holders of depositary shares in connection with any liquidation, dissolution or winding up of Citigroup.
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debt securities;
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capital securities issued by trusts, all of whose common securities are owned by Citigroup or by one of its subsidiaries;
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junior subordinated debt securities; or
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debt obligations of third parties, including U.S. Treasury securities,
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to or through underwriters or dealers;
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by itself directly;
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through agents; or
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through a combination of any of these methods of sale.
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the name or names of any underwriters, dealers or agents;
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the purchase price of the offered securities and the proceeds to Citigroup from such sale;
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any underwriting discounts and commissions or agency fees and other items constituting underwriters’ or agents’ compensation;
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the initial public offering price;
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any discounts or concessions to be allowed or reallowed or paid to dealers; and
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any securities exchanges on which such offered securities may be listed.
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
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A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering.
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities originally sold by the syndicate member are purchased in syndicate covering transactions.
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Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code for transactions with certain service providers (the “Service Provider Exemption”),
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·
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Prohibited Transaction Class Exemption (“PTCE”) 96-23 for transactions determined by in-house asset managers,
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PTCE 95-60 for transactions involving insurance company general accounts,
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PTCE 91-38 for transactions involving bank collective investment funds,
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·
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PTCE 90-1 for transactions involving insurance company separate accounts, or
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·
|
PTCE 84-14 for transactions determined by independent qualified professional asset managers.
|
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(a)
|
it is not a plan subject to Title I of ERISA or Section 4975 of the Code and is not purchasing such securities or interest therein on behalf of, or with “plan assets” of, any such plan;
|
|
(b)
|
its purchase, holding and disposition of such securities are not and will not be prohibited because they are exempted by Section 408(b)(17) of ERISA or Section 4975(d)(20) of the Code or one or more of the following prohibited transaction exemptions: PTCE 96-23, 95-60, 91-38, 90-1 or 84-14; or
|
|
(c)
|
it is a governmental plan (as defined in section 3 of ERISA) or other plan that is not subject to the provisions of Title I of ERISA or Section 4975 of the Code and its purchase, holding and disposition of such securities are not otherwise prohibited.
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