U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 6, 2011

 

 

Citigroup Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   1-9924   52-1568099

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

399 Park Avenue, New York,

New York

  10043
(Address of principal executive offices)   (Zip Code)

(212) 559-1000

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


CITIGROUP INC.

Current Report on Form 8-K

 

Item 3.03 Material Modification to Rights of Security Holders.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Item 8.01 Other Events.

On May 6, 2011, Citigroup Inc. filed a Certificate of Amendment to its Restated Certificate of Incorporation (“Certificate of Amendment”) in order to effect a 1-for-10 reverse stock split and reduce the number of shares of common stock, par value $0.01 per share (the “Common Stock”), authorized under the Citigroup Restated Certificate of Incorporation, as amended, from 60 million to 6 million. The Certificate of Amendment was effective at 4:10 p.m. (Eastern Time) on May 6, 2011. The Certificate of Amendment and new specimen physical Common Stock certificate are filed as Exhibit 3.1 and 4.1, respectively, to this Current Report on Form 8-K and each is incorporated herein by reference.

On May 9, 2011, Citigroup announced that it had effected the Reverse Stock Split and that trading in the Common Stock on the New York Stock Exchange on a split-adjusted basis would begin the morning of May 9. This press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

As a result of the reverse stock split, Citigroup was required to make adjustments to certain terms of its outstanding securities including the Warrants expiring October 28, 2018, the Warrants expiring January 4, 2019, the 7.50% T-DECS due December 15, 2012 and the 6.5% Non-Cumulative Convertible Preferred Stock, Series T. Adjustments were also made to the rights issued pursuant to the terms of Citigroup’s Tax Benefits Preservation Plan (the “Plan”). A chart summarizing the adjustments made to certain terms of Citigroup’s outstanding securities and a summary of the adjustments made to the Plan are filed as Exhibit 99.2 and 99.3, respectively to this Current Report on Form 8-K and each is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

      
  3.1    Certificate of Amendment of the Restated Certificate of Incorporation of Citigroup Inc., dated May 6, 2011
  4.1    Specimen Physical Common Stock Certificate of Citigroup Inc.
99.1    Press Release, dated May 9, 2011, issued by Citigroup Inc.
99.2    Adjustments to Certain Terms of Citigroup Securities in Connection with Reverse Stock Split
99.3    Summary of Plan Adjustments, Citigroup Inc. Tax Benefits Preservation Plan


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      CITIGROUP INC.
Dated: May 9, 2011    
    By:   /s/    M ICHAEL J. T ARPLEY        
    Name:   Michael J. Tarpley
    Title:   Assistant Secretary

Exhibit 3.1

LOGO

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “CITIGROUP INC.”, FILED IN THIS OFFICE ON THE SIXTH DAY OF MAY, A.D. 2011, AT 9:30 O’CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE SIXTH DAY OF MAY, A.D. 2011, AT 4:10 O’CLOCK P.M.

 

   

LOGO

    /s/ Jeffrey W. Bullock
      Jeffrey W. Bullock, Secretary of State

2154254      8100

      AUTHENTICATION: 8743321

110502205

     

DATE: 05-06-11

You may verify this certificate online at corp.delaware.gov/authver.shtml      

 

PAGE 1


     

State of Delaware

Secretary of State

Division of Corporations

Delivered 09:34 AM 05/06/2011

FILED 09:30 AM 05/06/2011

SRV 110502205 – 2154254 FIIE

CERTIFICATE OF AMENDMENT

OF THE RESTATED CERTIFICATE

OF INCORPORATION OF CITIGROUP INC.

The undersigned officer of Citigroup Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The name of the Corporation is Citigroup Inc.

SECOND: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the restated certificate of incorporation of the Corporation, each ten shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest and subject to applicable withholding taxes) from the Corporation’s transfer agent in lieu of such fractional share interests automatically where shares are held in book-entry form and, where shares are held in certificated form, upon the submission of a properly completed and executed transmittal letter and the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

THIRD: At the Effective Time, Section (A) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation shall be hereby amended to read in its entirety as follows:

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Six Billion Thirty Million (6,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Six Billion (6,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: The foregoing amendment shall be effective at 4:10 p.m. (Eastern Time), May 6 th , 2011.


IN WITNESS WHEREOF , the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 6th day of May, 2011.

 

CITIGROUP INC.
By:   /s/ Michael S. Helfer
  Name:   Michael S. Helfer
  Title:   General Counsel and Corporate Secretary

 

2

Exhibit 4.1

LOGO


LOGO

A statement of the designations, voting powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions of such preferences and rights of each class of stock which the Company is authorized to issue is set forth in Article FOURTH of the Certificate of Incorporation, as amended, of the Company, copies of which Article may be obtained, without charge, from the office of the Company or from the office of the Transfer Agent.

Keep this certificate in a safe place. If it is lost, stolen or destroyed the Company will require a bond of indemnity as a condition to the issuance of a replacement certificate.

 

TEN COM

    as tenants in common   UNIF GIFT MIN ACT/UNIF TRANS MIN ACT                          Custodian                    
                (Cust)                       (Minor)

TEN ENT

    as tenants by the entireties       under Uniform Gifts/Trans to Minors

JT TEN

    as joint tenants with right of survivorship and not as tenants in common      

Act                         

            (State)

Additional abbreviations may also be used though not in the above list.

For value received

the undersigned

hereby sell, assign

and transfer unto

 

 

Please print or typewrite name and address including postal zip code of assignee.

 

 

 

 

 

 

Please insert social security or other identifying number of assignee.

Shares

 

of the capital stock

represented by the within

Certificate, and do hereby

irrevocably constitute

and appoint

Attorney

 

to transfer the said

stock on the books

of the within named

Company with full power

of substitution in

the premises.

Dated

 

 

X

 

Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement, or any change whatever.

 

SIGNATURE(S) GUARANTEED:    
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

 

AMERICAN BANK NOTE COMPANY

711 ARMSTRONG LANE

COLUMBIA, TENNESSEE 38401

(931) 388-3003

 

PRODUCTION COORDINATOR: Holly Groner 931-490-7660

PROOF OF: APRIL 1, 2011

CITIGROUP INC.

TSB 3455 BK

  OPERATOR: JH
  NEW

PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF:          OK AS IS          OK WITH CHANGES          MAKE CHANGES AND SEND ANOTHER PROOF

Exhibit 99.1

LOGO

For Immediate Release

Citigroup Inc. (NYSE: C)

May 9, 2011

Citigroup Effects Reverse Stock Split;

“C” Begins Split-Adjusted Trading on NYSE Today

New York – Citigroup Inc. today announced the effectiveness of its 1-for-10 reverse stock split of Citigroup common stock as of 4:10 p.m. Friday, May 6, 2011. Shares of Citigroup common stock will begin trading on a split-adjusted basis on the New York Stock Exchange under the symbol “C” when the exchange opens this morning. The shares will trade under a new CUSIP number (172967 42 4) and a new ISIN (US172967 424 2). More than 90% of Citigroup’s shareholders have twice approved extending the Board’s authority to effect the reverse stock split since the reverse stock split was initially authorized by Citigroup’s shareholders in June 2009.

As previously disclosed, at effectiveness of the reverse stock split, every ten shares of outstanding Citigroup common stock were automatically combined into one share of common stock without any change in the par value per share. This reduced the number of outstanding shares of Citigroup common stock from approximately 29 billion to approximately 2.9 billion.

“Executing the reverse stock split and our intention to reinstate a quarterly common stock dividend are important steps as we anticipate returning capital to shareholders starting next year,” said Vikram Pandit, Chief Executive Officer of Citigroup. “Taken together, we believe these actions will reduce volatility while broadening the base of potential investors. Now that we have established consistent profitability, we are working towards our next goal of responsible growth.”

No fractional shares were issued in connection with the reverse stock split. Instead, Citi’s transfer agent will aggregate all fractional shares that otherwise would have been issued as a result of the reverse stock split and those shares will be sold into the market. Shareholders who would otherwise hold a fractional share of Citigroup common stock will receive a cash payment from the net proceeds of that sale in lieu of such fractional share. Additional information on the treatment of fractional shares and other effects of the reverse stock split can be found in Citi’s definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2010.

As a result of the reverse stock split, adjustments are required to be made to certain of Citi’s outstanding securities including its warrants, convertible preferred stock, T-DECS and the rights issued pursuant to the terms of Citi’s Tax Benefits Preservation Plan (the “Plan”). The chart attached as Annex A summarizes the key adjustments effected for each series of outstanding securities affected by the reverse stock split and Annex B provides an overview of the changes to the Plan.

#   #   #


Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 160 countries and jurisdictions. Through Citicorp and Citi Holdings, Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, transaction services, and wealth management. Additional information may be found at www.citigroup.com .

Certain statements in this release, including without limitation Citi’s intention to reinstate its common stock dividend during the second quarter of 2011, the return of capital to shareholders in 2012, any reduction in the volatility of the price of or increase in the shareholder base for Citi common stock and statements regarding Citi’s business strategy are “forward-looking statements” within the meaning of the rules and regulations of the SEC. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including without limitation (i) receipt of the required approval from the Citi Board of Directors for the declaration of any dividends, (ii) Citi’s results of operations and financial condition, (iii) future regulatory approvals for the return of capital to shareholders, and (iv) the precautionary statements included in Citi’s filings with the SEC, including without limitation the “Risk Factors” section of Citi’s 2010 Annual Report on Form 10-K.

 

Media Contacts:    Jon Diat    (212)793-5462   
   Shannon Bell    (212)793-6206   
Investors:    John Andrews    (212)559-2718   
Fixed Income Investors:    Ilene Fiszel Bieler    (212)559-5091   

Exhibit 99.2

 

Annex A

LOGO

Adjustments to Certain Terms of Citigroup Securities in Connection with Reverse Stock

Split

All Adjustments Effective at 4:10 p.m. (Eastern Time) on May 6, 2011

Warrants Due October 28, 2018 (CUSIP No.: 172967 234) (NYSE: C WS B)

(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)

 

Warrant Share Number Prior to Adjustment    Warrant Share Number After Adjustment    Adjustment Formula
One share of common stock    1/10 th of one share of common stock    Warrant Share Number prior to adjustment proportionally adjusted in light of combination of shares =
      1 ÷ 10 =
      1/10
Exercise Price Prior to Adjustment    Exercise Price After Adjustment    Adjustment Formula
$17.85    $178.50    Exercise Price after adjustment = Exercise Price prior to adjustment × (Warrant Share Number prior to adjustment ÷ Warrant Share Number after adjustment) =
      $17.85 × (1 ÷ 1/10) =
      $178.50


Warrants Due January 4, 2019 (CUSIP No.: 172967 226) (NYSE: C WS A)

(Capitalized terms are as defined in the related Global Warrant dated January 31, 2011)

 

Warrant Share Number Prior to Adjustment    Warrant Share Number After Adjustment    Adjustment Formula
One share of common stock    1/10 th of one share of common stock    Warrant Share Number prior to adjustment proportionally adjusted in light of combination of shares =
      1 ÷ 10 =
      1/10
Exercise Price Prior to Adjustment    Exercise Price After Adjustment    Adjustment Formula
$10.61    $106.10    Exercise Price after adjustment = Exercise Price prior to adjustment × (Warrant Share Number prior to adjustment ÷ Warrant Share Number after adjustment) =
      $10.61 × (1 ÷ 1/10) =
      $106.10


7.50% T-DECS Due December 15, 2012 (CUSIP No.: 172967 416) (NYSE: CPRH)

(Terms below are used as described in the related Final Prospectus dated December 16, 2009)

 

“Fixed Settlement Rate” Prior to Adjustment    “Fixed Settlement Rate” After Adjustment    Adjustment Formula for “Fixed Settlement Rate”
If the applicable “market value” equals or exceeds $3.94, the “fixed settlement rate” will equal 25.3968 shares of common stock (the “minimum settlement rate”)    If the applicable “market value” equals or exceeds $39.37, the “fixed settlement rate” will equal 2.5397 shares of common stock (the “minimum settlement rate”)   

SR 1 = SR 0 × (OS 1 ÷OS 0 ), where

 

SR 0 = the fixed settlement rate in effect at the close of business on the record date

SR 1 = the fixed settlement rate in effect immediately after the record date

OS 0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event

OS 1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =

      SR 1 = 25.3968 × (1/10) =
      SR 1 = 2.5397
If the applicable “market value” is greater than $3.15 but less than $3.94, the “fixed settlement rate” will equal a number of shares of common stock having a value (based on the applicable “market value”) equal to $100    If the applicable “market value” is greater than $31.50 but less than $39.37, the “fixed settlement rate” will equal a number of shares of common stock having a value (based on the applicable “market value”) equal to $100   
If the applicable “market value” is less than or equal to $3.15, the “fixed settlement rate” will equal 31.7460 shares of common stock (the “maximum settlement rate”)    If the applicable “market value” is less than or equal to $31.50, the “fixed settlement rate” will equal 3.1746 shares of common stock (the “maximum settlement rate”)   

SR 1 = SR 0 × (OS 1 ÷OS 0 ),

where

 

SR 0 = the fixed settlement rate in effect at the close of business on the record date

SR 1 = the fixed settlement rate in effect immediately after the record date


     

OS 0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event

OS 1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =

      SR 1 = 31.7460 × (1/10) =
      SR 1 = 3.1746
“Early Settlement Rate” Prior to Adjustment    “Early Settlement Rate” After Adjustment   
25.3968 shares of common stock (the “minimum settlement rate”)    2.5397 shares of common stock (the “minimum settlement rate”)   
“Fundamental Change Early Settlement Rate” Prior to Adjustment      

The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:

 

     Effective Date  

Stock Price

   December 15, 2010      December 15, 2011      December 15, 2012  

$1.00

     30.2782         31.4081         31.7460   

$2.00

     27.6004         29.3430         31.7460   


$2.50

     26.6896         28.1419         31.7460   

$3.00

     26.0654         27.1550         31.7460   

$3.15

     25.9221         26.9180         31.7460   

$3.25

     25.8348         26.7738         30.7692   

$3.50

     25.6477         26.4510         28.5714   

$3.75

     25.5036         26.1926         26.6667   

$3.94

     25.4099         26.0255         25.3968   

$4.00

     25.3821         25.9771         25.3968   

$4.50

     25.2131         25.6714         25.3968   

$5.00

     25.1126         25.4886         25.3968   

The exact stock prices and effective dates may not be set forth in the table above, in which case:

 

   

if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;

 

   

if the stock price is greater than $5.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or

 

   

if the stock price is less than $1.00 per share (subject to adjustment as described in the Final Prospectus), the “minimum stock price,” the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table.


“Fundamental Change

Early Settlement Rate”

After Adjustment

The following table sets forth the fundamental change early settlement rate per purchase contract for each stock price and effective date set forth below:

 

     Effective Date  

Stock Price

   December 15, 2010      December 15, 2011      December 15, 2012  

$10.00

     3.0278         3.1408         3.1746   

$20.00

     2.7600         2.9343         3.1746   

$25.00

     2.6690         2.8142         3.1746   

$30.00

     2.6065         2.7155         3.1746   

$31.50

     2.5922         2.6918         3.1746   

$32.50

     2.5835         2.6774         3.0769   

$35.00

     2.5648         2.6451         2.8571   

$37.50

     2.5504         2.6193         2.6667   

$39.40

     2.5410         2.6026         2.5397   

$40.00

     2.5382         2.5977         2.5397   

$45.00

     2.5213         2.5671         2.5397   

$50.00

     2.5113         2.5489         2.5397   

The exact stock prices and effective dates may not be set forth in the table above, in which case:

 

   

if the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the fundamental change early settlement rate will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower stock prices and the earlier and later effective dates, as applicable, based on a 365-day year;


   

if the stock price is greater than $50.00 per share (subject to adjustment as described in the Final Prospectus), the fundamental change early settlement rate will be the minimum settlement rate; or

 

   

if the stock price is less than $10.00 per share (subject to adjustment as described in the final prospectus), the “minimum stock price,” the fundamental change early settlement rate will be determined as if the stock price equaled the minimum stock price, and using straight line interpolation, as described in the first bullet of this paragraph, if the effective date is between two dates in the table.


6.5% Non-Cumulative Convertible Preferred Stock, Series T (CUSIP No.: 172967 598)

(NYSE: CPRI)

(Terms below are used as described in the related Final Prospectus dated January 17, 2008)

 

“Conversion Rate” Prior to

Adjustment

(Implied Conversion Price Prior to Adjustment)

  

“Conversion Rate” After

Adjustment

(Implied Conversion Price After Adjustment)

   Adjustment Formula

1,482.3503 shares of common stock [1.4823503 shares per Despositary Share]

 

($33.73)

  

148.2350 shares of common stock [0.1482350 shares per Despositary Share]

 

($337.30)

  

CR 1 = CR 0 x (OS 1 ÷ OS 0 ), where

 

CR 0 = the conversion rate in effect at the close of business on the record date

 

CR 1 = the conversion rate in effect immediately after the record date

OS 0 = the number of shares of Citigroup common stock outstanding at the close of business on the record date prior to giving effect to such event

OS 1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =

 

CR 1 = 1,482.3503 x (1/10) =

 

CR 1 = 148.2350


“Make-Whole Shares”

Prior to Adjustment

 

    Stock Price  

Effective Date

  $26.35     $29.00     $31.50     $34.00     $36.50     $39.00     $41.50     $45.00     $50.00     $55.00     $60.00     $70.00     $80.00  

February 15, 2011

    395.7941        307.9461        245.7090        198.1091        161.3901        132.8521        110.5526        86.9818        64.1080        49.3099        39.4578        27.8596        21.5687   

February 15, 2012

    381.2183        289.4432        223.9699        173.5976        134.6697        104.5878        81.4242        57.8404        36.6760        24.6960        17.9378        11.6860        9.0663   

February 15, 2013

    357.8192        261.7929        193.6996        140.8052        98.3019        63.0255        33.5871        4.8144        0.0000        0.0000        0.0000        0.0000        0.0000   

February 15, 2014

    332.5456        231.2139        162.2294        112.0320        74.8500        46.3888        24.1098        3.2856        0.0000        0.0000        0.0000        0.0000        0.0000   

February 15, 2015

    305.5186        179.3119        85.2333        2.7684        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000        0.0000   

The exact stock price and effective dates may not be set forth on the table, in which case:

 

   

if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

 

   

if the stock price is in excess of $80.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and

 

   

if the stock price is less than $26.35 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock.


“Make-Whole Shares”

After Adjustment

 

    Stock Price  

Effective Date

  $263.50     $290.00     $315.00     $340.00     $365.00     $390.00      $415.00      $450.00      $500.00      $550.00      $600.00      $700.00      $800.00  
February 15, 2011     39.5794        30.7946        24.5709        19.8109        16.1390        13.2852         11.0553         8.6982         6.4108         4.9310         3.9458         2.7860         2.1569   
February 15, 2012     38.1218        28.9443        22.3970        17.3598        13.4670        10.4588         8.1424         5.7840         3.6676         2.4696         1.7938         1.1686         0.9066   
February 15, 2013     35.7819        26.1793        19.3700        14.0805        9.8302        6.3026         3.3587         0.4814         0.0000         0.0000         0.0000         0.0000         0.0000   
February 15, 2014     33.2546        23.1214        16.2229        11.2032        7.4850        4.6389         2.4110         0.3286         0.0000         0.0000         0.0000         0.0000         0.0000   
February 15, 2015     30.5519        17.9312        8.5233        0.2768        0.0000        0.0000         0.0000         0.0000         0.0000         0.0000         0.0000         0.0000         0.0000   

The exact stock price and effective dates may not be set forth on the table, in which case:

 

   

if the stock price is between two stock price amounts on the table or the effective date is between two dates on the table, the number of make-whole shares will be determined by straight-line interpolation between the number of make-whole shares set forth for the higher and lower stock price amounts and the two dates, as applicable, based on a 365-day year;

 

   

if the stock price is in excess of $800.00 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock; and

 

   

if the stock price is less than $263.50 per share (subject to adjustment as described in the Final Prospectus), no make-whole shares will be issued upon conversion of the Convertible Preferred Stock.


“Fundamental Change”

Prior to Adjustment

In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a “fundamental change”), a holder may instead elect to convert such holder’s shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $18.45, subject to adjustment (the “base price”).

If the reference price is less than the base price, holders will receive a maximum of 2,710.5834 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus) , which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.

“Fundamental Change”

After Adjustment

In lieu of receiving the make-whole shares, if the reference price (as defined in the Final Prospectus) in connection with a make-whole acquisition is less than the applicable conversion price (a “fundamental change”), a holder may instead elect to convert such holder’s shares of Convertible Preferred Stock during the make-whole acquisition conversion period at an adjusted conversion price equal to the greater of (1) the reference price and (2) $180.45, subject to adjustment (the “base price”).

If the reference price is less than the base price, holders will receive a maximum of 271.0583 shares of Citigroup common stock per share of Convertible Preferred Stock, subject to adjustment as described in the Final Prospectus) , which may result in a holder receiving value that is less than the liquidation preference of the Convertible Preferred Stock.

Exhibit 99.3

 

Annex B

SUMMARY OF PLAN ADJUSTMENTS

CITIGROUP INC.

TAX BENEFITS PRESERVATION PLAN

As of 4:10 p.m. on May 6, 2011, Citigroup Inc., a Delaware corporation (the “Company”), effected (i) a reverse stock split of the Company’s common stock at a ratio of 1-for-10 and (ii) a corresponding proportionate reduction in the total number of authorized shares of the Company’s common stock so that after giving effect to such reduction, the total number of authorized shares of the Company’s common stock was 6,000,000,000 (the “Reverse Split Actions”).

Under Section 3(d) of the Tax Benefits Preservation Plan, dated as of June 9, 2009 (the “Plan”), between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), one preferred stock purchase right (a “Right”) is associated with each issued and outstanding share of the Company’s common stock. Under Section 9(a)(i) of the Plan, the Purchase Price, the Redemption Price (as such terms are defined in the Plan) and the number of outstanding Rights shall be proportionately adjusted by the board of directors of the Company upon any change in the common stock by reason of a reverse stock split.

Pursuant to the terms of the Plan, on June 9, 2009 the Company’s board of directors declared a dividend of one Right for each outstanding (i) share of the Company’s common stock and (ii) one-millionth of a share of the Series M preferred stock (the “Interim Securities”). The dividend was paid on June 22, 2009 to holders of record of the Company’s common stock and Interim Securities. Each Right initially represented the right to purchase, for $20.00, one one-millionth of a share of Series R Cumulative Participating Preferred Stock, par value $1.00 per share. Upon conversion of the Interim Securities into common stock of the Company on September 11, 2009, the Rights associated with such Interim Securities were extinguished and the common stock issued upon such conversion was issued with Rights attached thereto.

Pursuant to an adjustment mechanism set forth in the Plan and the resolutions of the Company’s board of directors dated April 21, 2011, upon the effectiveness of the Reverse Split Actions (the “Effective Time”), (i) the Purchase Price was adjusted in proportion to the reverse stock split to be $200.00 and (ii) the Redemption Price was adjusted in proportion to the reverse stock split to be $0.0001 per Right. Following the Effective Time, one Right continued to be associated with each issued and outstanding share of the Company’s common stock, and the total number of Rights outstanding was reduced in proportion to the reverse stock split so that such number became equal to the number of issued and outstanding shares of the Company’s common stock.

The aforementioned adjustments have been made in order to ensure that the reverse stock split has not had the effect of reducing or limiting the benefits possessed by the holders of the Rights immediately prior to the Effective Time.