DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general terms set forth in the
accompanying prospectus. It is important for you to consider the information contained in the accompanying prospectus and this prospectus supplement before making your decision to invest in the notes. If any specific information regarding the notes
in this prospectus supplement is inconsistent with the more general terms of the notes described in the prospectus, you should rely on the information contained in this prospectus supplement.
The notes offered by this prospectus supplement are a new series of senior debt securities issued under Citigroups senior debt indenture.
The notes will be limited initially to an aggregate principal amount of $2,500,000,000.
The notes will be issued only in fully registered
form without coupons, in denominations of $1,000 and integral multiples of $1,000 in excess thereof. All the notes are unsecured obligations of Citigroup and will rank equally with all other unsecured senior indebtedness of Citigroup, whether
currently existing or hereinafter created.
Citigroup may, without notice to or consent of the holders or beneficial owners of the notes,
issue additional notes having the same ranking, interest rate, maturity and other terms as the notes. Any such additional notes issued could be considered part of the same series of notes under the indenture as the notes.
The notes will be issued on October 30, 2020 and will mature on October 30, 2024. The notes will bear interest (i) from, and including, the
date of issuance of the notes to, but excluding, October 30, 2023 (the Fixed Rate Period) at a fixed rate equal to 0.776% per annum, payable semi-annually in arrears on the 30th of each April and October, commencing on April 30,
2021, and (ii) from, and including, October 30, 2023 (the Floating Rate Period), at an annual rate equal to SOFR (as defined below and compounding daily over each interest period as described below) plus 0.686%, payable quarterly in
arrears on the second Business Day (as defined below) following each interest period end date, commencing February 1, 2024; provided that the interest payment date with respect to the final interest period will be a redemption date or the
maturity date. An interest period end date is the 30th of each January, April, July and October, commencing on January 30, 2024 and ending on a redemption date or the maturity date.
Interest during the Fixed Rate Period will be calculated and paid as described under Description of Debt Securities Interest Rate
Determination Fixed Rate Notes and Payments of Principal and Interest in the accompanying prospectus.
Interest during the Floating Rate Period will be determined as described below and in Description of Debt Securities Payments of
Principal and Interest in the accompanying prospectus, except as modified herein. Interest during the Floating Rate Period will be calculated by multiplying the principal amount of the notes by an accrued interest factor equal to the sum of
the interest factors calculated for each day during the applicable interest period; provided that in no event will the interest payable on the notes be less than zero. The interest factor for each such day will be computed by dividing the
interest rate applicable to that day by 360. The interest rate applicable to such day will be the sum of the Accrued Interest Compounding Factor (as defined below) plus 0.686%. Interest during the Floating Rate Period will be calculated on the basis
of the actual number of days elapsed and a year of 360 days.
Interest period means the period from, and including, each
interest period end date (or, in the case of the first interest period during the Floating Rate Period, October 30, 2023) to, but excluding, the next succeeding interest period end date; provided that the interest period following an
election by Citigroup to redeem the notes and the final interest period will be the period from, and including, the immediately preceding interest period end date to, but excluding, the redemption date or the maturity date; and provided
further that SOFR for each calendar day from, and including, the Rate Cut-Off Date (as defined below) to, but excluding, the redemption date or the maturity date will equal SOFR in respect of the Rate Cut-Off Date. In the event
that any interest period end date (other than a redemption date or the maturity date) is not a Business Day (as defined below), then such date will be postponed to the next succeeding Business Day, unless that day falls in the next calendar month,
in which case the interest period end date will be the immediately preceding Business Day. In the event that the maturity date or a redemption date is not a Business Day (as defined below), then such date will be postponed to the next succeeding
Business Day, and no further interest will accrue with respect to such postponement.
The notes are redeemable at Citigroups option,
in whole at any time or in part from time to time, on or after April 30, 2021 (or, if additional notes are issued after October 30, 2020, beginning six months after the issue date of such additional notes) and prior to October 30, 2023, at a
redemption price equal to the sum of (i) 100% of the
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