Frequently Asked Questions

In addition to common stock, there are three types of capital securities that have been issued by Citigroup: preferred shares, trust preferred shares, and enhanced trust preferred shares.

Preferred Shares: These shares are a class of capital having a priority over common stock in the payment of dividends and upon the distribution of assets in the event of the issuer's liquidation. Preferred stock typically has limited voting rights. Dividends are paid at a fixed or floating rate if, as and when declared by the board of directors.

Trust Preferred Shares (TruPS): This is a hybrid security with characteristics of both subordinated debt and preferred stock. Income on this security generally is taxed like a bond, is senior to other categories of capital securities but has dividend deferability traits that resemble equity. Trust preferred stock is generally very long term (30 years or more), allows early redemption by the issuer at a specified date and upon the occurrence of certain "special events", makes periodic fixed or variable interest payments, and matures at face value. In addition, trust preferred securities issued by bank holding companies will usually allow the deferral of interest payments for up to 5 years.

Trust Preferred Structure - Citigroup creates a Delaware statutory trust, called Citigroup Capital, which issues capital securities in the form of trust preferred shares to investors. All of the common securities of Citigroup Capital are owned by Citigroup Inc. Citigroup Capital uses the proceeds from the sale of the capital securities to investors and the common securities to Citigroup to buy a series of junior subordinated deferable interest debentures from Citigroup in the same aggregate face value and with the same financial terms as the capital securities sold to investors. Citigroup Capital's sole source of cash to make payments on the capital securities to investors is payments on the junior subordinated debt securities it purchases from Citigroup.

Enhanced Trust Preferred Shares (E-TruPS): These securities are very similar to traditional Trust Preferreds, but are more equity-like in that E-TruPS are junior to trust preferred securities, E-TruPS have a longer tenor, and E-TruPS have capital replacement covenants that require raising proceeds from the issuance of qualifying equity securities in order to redeem E-TruPs during the term of the capital replacement covenant. The capital replacement covenant lapses prior to the maturity date of the E-TruPs.

Citigroup Investor Relations cannot authorize or facilitate a security trade. Please contact a licensed broker / dealer to express your interest in purchasing a Citigroup security. On the "Capital Securities" page, you can refer to the ticker symbols and CUSIP numbers to identify individual securities:

https://www.citigroup.com/global/investors/fixed-income-investor-relations/capital-securities

Distributions on Preferred Stock are generally taxable as ordinary dividend income for U.S. federal income tax purposes. Dividends received by a non-corporate U.S. investors are eligible to be taxed at reduced rates, provided certain holding period requirements are satisfied. Dividends are payable only if declared by the board of directors and are paid to holders of record on specified dates as described in each security prospectus.

Distributions made on traditional and enhanced trust preferred securities are interest payments, as these securities are treated as being an interest in the junior subordinated debt held by the trust. Interest distributions do not have to be declared and will pay on a calendar schedule as described in each security prospectus, subject to the issuer's right to defer interest distributions.

Holders should consult their tax advisor to determine the correct tax treatment of distributions received by them on capital securities.

Please refer to your individual security's prospectus, which can be located at the following page, titled "Capital Securities":

https://www.citigroup.com/global/investors/fixed-income-investor-relations/capital-securities

Distributions on our outstanding publicly held preferred shares are non-cumulative. Distributions on our outstanding traditional and enhanced trust preferred securities are cumulative.

In order from lowest seniority to highest seniority, our capital securities rank as follows: common shares, preferred shares, enhanced trust preferred shares, traditional trust preferred shares. All capital securities are junior to Citi's outstanding senior and subordinated debt securities. Outstanding securities of the same category generally rank pari passu to one another.