Attached files
Exhibit 99.2
Annex A
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 | 1/10th 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 | 1/10th 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”) |
SR1 = SR0 × (OS1÷OS0), where
SR0= the fixed settlement rate in effect at the close of business on the record date SR1 = the fixed settlement rate in effect immediately after the record date OS0 = 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 OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event = | ||
| SR1 = 25.3968 × (1/10) = | ||||
| SR1 = 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”) |
SR1 = SR0 × (OS1÷OS0), where
SR0= the fixed settlement rate in effect at the close of business on the record date SR1 = the fixed settlement rate in effect immediately after the record date | ||
|
OS0 = 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 OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event = | ||||
| SR1 = 31.7460 × (1/10) = | ||||
| SR1 = 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) |
CR1 = CR0 x (OS1÷ OS0), where
CR0= the conversion rate in effect at the close of business on the record date
CR1 = the conversion rate in effect immediately after the record date OS0 = 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 OS1 = the number of shares of Citigroup common stock that would be outstanding immediately after, and solely as a result of, such event =
CR1 = 1,482.3503 x (1/10) =
CR1 = 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.