Obligation Citigroup 0% ( XS1273445749 ) en USD

Citigroup

100 % ⇌

Etas-Unis

XS1273445749 ( en USD )

14/02/2060

Prospectus brochure de l'obligation Citigroup XS1273445749 en USD 0%, échéance 14/02/2060

1 000 000 USD

60 000 000 USD

Citigroup est une société financière multinationale américaine offrant une large gamme de services financiers, notamment des services bancaires de détail, des services bancaires d'investissement, la gestion d'actifs et les services de cartes de crédit, à travers le monde.

Citigroup a émis une obligation (XS1273445749) de 60 000 000 USD, échéant le 14/02/2060, avec un taux d'intérêt de 0%, un prix actuel de marché de 100%, une taille minimale d'achat de 1 000 000 USD et des paiements de coupons semestriels.

Offering Circular (No.2) dated 29 July 2022

CITIGROUP INC.
(incorporated in Delaware)
and
CITIBANK, N.A.
(a national banking association organized under the laws of the United States of America)
and
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
(a corporation duly incorporated and existing under the laws of the state of New York)
and
CITIGROUP GLOBAL MARKETS FUNDING LUXEMBOURG S.C.A.
(incorporated as a corporate partnership limited by shares (société en commandite par actions) under
Luxembourg law, with registered office at 31, Z.A. Bourmicht, L-8070 Bertrange, Grand Duchy of
Luxembourg and registered with the Register of Trade and Companies of Luxembourg (Registre de
commerce et des sociétés, Luxembourg) under number B 169.199)
each an issuer under the
Citi Global Medium Term Note Programme
Notes issued by Citigroup Global Markets Holdings Inc. only will be unconditionally and irrevocably
guaranteed by
CITIGROUP INC.
(incorporated in Delaware)
Notes issued by Citigroup Global Markets Funding Luxembourg S.C.A. only will be unconditionally and
irrevocably guaranteed by
CITIGROUP GLOBAL MARKETS LIMITED
(incorporated in England and Wales)
Under the Global Medium Term Note Programme (the Programme ) described in this Offering Circular (No.2) (this Offering
Circular), each of Citigroup Inc., Citibank, N.A. (CBNA ), Citigroup Global Markets Holdings Inc. (CGMHI ) and Citigroup
Global Markets Funding Luxembourg S.C.A. (CGMFL and, together with Citigroup Inc., CBNA and CGMHI, the Issuers and
each an Issuer ) may from time to time issue notes (Notes ), in each case subject to compliance with all relevant laws, regulations
and directives. References herein to the Issuer shall be construed as whichever of Citigroup Inc., CBNA, CGMHI or CGMFL is
the issuer or proposed issuer of the relevant Notes.
This Offering Circular does not comprise a prospectus or a base prospectus for the purposes of (i) Article 8 of Regulation
(EU) 2017/1129 (the EU Prospectus Regulation) or (ii) Article 8 of Regulation (EU) 2017/1129 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation). This
Offering Circular has been prepared solely in order to allow Notes to be offered in circumstances which do not impose an
obligation on the relevant Issuer, the CGMHI Guarantor (where the Issuer is CGMHI), the CGMFL Guarantor (where
the Issuer is CGMFL) or any Dealer (as defined herein) to publish or supplement a prospectus under the EU Prospectus
Regulation or the UK Prospectus Regulation. This Offering Circular does not constitute an offer or an invitation to the
public or any section thereof to subscribe for or to purchase the Notes.
The International Securities Market (the ISM) of the London Stock Exchange plc (the London Stock Exchange) is a market
designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the
Financial Conduct Authority (FCA). The London Stock Exchange has not approved or verified the contents of this Offering
Circular.
The Notes issued under this Offering Circular are derivative financial instruments and do not constitute a participation in
a collective investment scheme in the meaning of the Swiss Federal Act on Collective Investment Schemes (CISA). They are
neither subject to authorisation nor supervision by the Swiss Financial Market Supervisory Authority FINMA (FINMA),
and investors in Notes will not benefit from protection under the CISA or supervision by any Swiss regulatory authority
and are exposed to the risk of the relevant Issuer, the CGMHI Guarantor (where the Issuer is CGMHI), the CGMFL
Guarantor (where the Issuer is CGMFL).
This Offering Circular has been approved on 29 July 2022 by SIX Exchange Regulation AG as review body (the Review Body)
under the Swiss Financial Services Act (FinSA).
This Offering Circular and any Pricing Supplement may only be used for the purposes for which they
have been published.

i

0012230-0018026 UKO2: 2004848622.6

This Offering Circular constitutes a prospectus for purposes of Part IV of the Luxembourg Act dated
16 July 2019 relating to prospectuses for securities (the Prospectus Act 2019). Application has been
made for the Notes (i) to be admitted to listing on the Official List of the Luxembourg Stock Exchange
and to trading on the Luxembourg Stock Exchange's Euro MTF Market (the Euro MTF) and (ii) in the
case of Notes to be issued to qualified investors (within the meaning of the Prospectus Act 2019), to be
admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the
professional segment of the Euro MTF Market (the Euro MTF Professional Segment). The Euro MTF
is not (i) a regulated market pursuant to the provisions of Directive 2014/65/EU (as amended MiFID II)
or (ii) a UK regulated market for the purposes of Regulation (EU) No 600/2014 on markets in financial
instruments as it forms part of domestic law by virtue of the EUWA (UK MiFIR).
This Offering Circular has not been approved by and will not be submitted for approval to the
Commission de surveillance du secteur financier of Luxembourg. The Notes may not be offered or sold
to the public in the Grand Duchy of Luxembourg (Luxembourg), directly or indirectly, and neither this
Offering Circular nor any other circular, prospectus, form of application, advertisement, communication
or other material may be distributed, or otherwise made available in or from, or published in,
Luxembourg except (i) for the sole purpose of the admission to trading of the Notes on the Euro MTF or
the Euro MTF Professional Segment and listing of the Notes on the Official List of the Luxembourg
Stock Exchange (or any other stock exchange or market that is not a regulated market for the purposes
of MiFID II) and in circumstances which do not constitute an offer of securities to the public pursuant to
the Prospectus Act 2019 or (ii) in other circumstances which do not constitute an offer of securities to
the public within the meaning of the Prospectus Act 2019.
This Offering Circular constitutes admission particulars for the purposes of the International Securities
Market Rulebook (the ISM Rulebook). Application has been made to the London Stock Exchange for
Notes issued under the Programme during the period of 12 months from the date of this Offering Circular
to be admitted to the ISM. The ISM is not a UK regulated market for the purposes of UK MiFIR or a
regulated market for the purposes of MiFID II.
This Offering Circular has not been approved by and will not be submitted for approval to the FCA. The
Notes may not be offered or sold to the public in the United Kingdom (UK), directly or indirectly, and
neither this Offering Circular nor any other circular, prospectus, form of application, advertisement,
communication or other material may be distributed, or otherwise made available in or from, or published
in the UK except (a) for the sole purpose of the admission to trading of the Notes on the ISM and listing
of the Notes on the Official List of the London Stock Exchange (or any other stock exchange or market
that is not a UK regulated market for the purposes of UK MiFIR) and (b) in circumstances which do not
constitute an offer of securities to the public pursuant to the UK Prospectus Regulation.
Notwithstanding anything else in this Offering Circular, the Issuers on the basis of this Offering Circular
(as completed by the applicable Pricing Supplement) may make offers of Notes to the public in
Switzerland (Swiss Non-exempt Offers) and offers of Notes in Switzerland pursuant to an exemption
under Article 36(1) FinSA or where such offers do not qualify as a public offer in Switzerland as specified
in the applicable Pricing Supplement.
The payment and delivery of all amounts due in respect of Notes issued by CGMHI will be
unconditionally and irrevocably guaranteed by Citigroup Inc. (in such capacity, the CGMHI
Guarantor) pursuant to a deed of guarantee dated 25 January 2019 (such deed of guarantee as amended
and/or supplemented and/or replaced from time to time, the CGMHI Deed of Guarantee) executed by
the CGMHI Guarantor.
The payment and delivery of all amounts due in respect of Notes issued by CGMFL will be
unconditionally and irrevocably guaranteed by Citigroup Global Markets Limited (CGML) (in such
capacity, the CGMFL Guarantor) pursuant to a deed of guarantee dated 21 December 2015 (such deed
of guarantee as amended and/or supplemented and/or replaced from time to time, the CGMFL Deed of
Guarantee) executed by the CGMFL Guarantor.
Notes issued by Citigroup Inc. and CBNA will not be guaranteed by any entity.
Each Issuer, the CGMHI Guarantor and the CGMFL Guarantor has a right of substitution as set out in
the Terms and Conditions of the Notes set out herein.

ii

0012230-0018026 UKO2: 2004848622.6

Notes may be issued on a continuing basis to Citigroup Global Markets Limited and/or Citigroup Global
Markets Inc. and/or Citigroup Global Markets Europe AG and/or any additional dealer appointed under
the Programme from time to time by the Issuers (each a Dealer and together the Dealers) which
appointment may be for a specific issue or on an ongoing basis. In relation to each issue of Notes, the
Dealer(s) will be specified in the applicable Pricing Supplement (as defined below). However, each
Issuer reserves the right to sell Notes directly on its own behalf to other entities and to offer Notes in
specified jurisdictions directly to the public through distributors, in accordance with all applicable rules
and regulations. Notes may be resold at prevailing market prices, or at prices related thereto, at the time
of such resale, as determined by the Issuer or the relevant Dealer. Notes may also be sold by the Issuer
through the Dealer(s), acting as agent of the Issuer.
Investing in the Notes involves certain risks, and you should fully understand these before you invest.
See "Risk Factors" on pages 19 to 105 of this Offering Circular.
Pursuant to this Offering Circular, Notes may be issued whose return (in respect of any interest payable
on such Notes and/or their redemption amount) is linked to one or more security indices (Security Index
Linked Notes) or one or more inflation indices (Inflation Index Linked Notes) or one or more
commodity indices (Commodity Index Linked Notes) or one or more commodities (Commodity
Linked Notes) or one or more shares (Share Linked Notes) or one or more depositary receipts
(Depositary Receipt Linked Notes) or one or more exchange traded fund (ETF) shares (ETF Linked
Notes) or one or more mutual funds (Mutual Fund Linked Notes) or one or more currency exchange
rates (FX Rate Linked Notes) or one or more warrants (Warrant Linked Notes) or one or more
proprietary indices (Proprietary Index Linked Notes) or one or more Dividend Futures Contracts
(Dividend Futures Contract Linked Notes) or one or more rates (Rate Linked Notes), together,
Underlying Linked Notes, as more fully described herein. Notes may also be issued whose return is
linked to the credit of one or more specified entities (Reference Asset Linked Notes), as more fully
described herein.
Notes may provide that settlement will be by way of cash settlement (Cash Settled Notes) or physical
delivery (Physical Delivery Notes) as provided in the applicable Pricing Supplement.
The Issuer may from time to time issue Notes that are titled "Certificates" and, in such circumstances,
the terms "Note(s)" and "Noteholder(s)" as used herein shall be construed to be to "Certificate(s)" and
"Certificateholder(s)" and related expressions shall be construed accordingly.
Notes are issued in Series (as defined herein) and each Series may comprise one or more Tranches (as
defined herein) of Notes. Each Tranche is the subject of a final terms document (the Pricing Supplement
and references to the applicable Pricing Supplement shall be construed accordingly). The Pricing
Supplement will specify with respect to the issue of Notes to which it relates, inter alia, the specific
designation of the Notes, the aggregate principal amount and type of the Notes, the date of issue of the
Notes, the issue price, the relevant interest provisions (if any), and the redemption amount of the Notes
and, as relevant, the underlying security, share, bond, asset, index, commodity, rate, contract, currency
or other item(s) (each, an Underlying ) or credit of one or more specified entities to which the Notes
relate and certain other terms relating to the offering and sale of such Notes. The applicable Pricing
Supplement supplements the Terms and Conditions of the relevant Notes and may specify other terms
and conditions which shall, to the extent so specified or to the extent inconsistent with the Terms and
Conditions of the relevant Notes, supplement, replace and/or modify such Terms and Conditions. The
applicable Pricing Supplement will specify whether the Notes are to be listed and admitted to trading on
the Euro MTF, the Euro MTF Professional Segment, the ISM and/or another stock exchange or market
which is not (i) a regulated market for the purposes of MiFID II or (ii) a UK regulated market for the
purposes of UK MiFIR agreed between the Issuer and the relevant Dealer(s) or will be unlisted.
The applicable Pricing Supplement, with respect to Notes to be admitted to trading on the ISM, will be
delivered to the London Stock Exchange. Copies of each Pricing Supplement in relation to Notes to be
admitted to trading on the ISM will also be published on the website of the London Stock Exchange
through a regulatory information service.
The Terms and Conditions of the Notes will be as set out in "General Conditions of the Notes" and in the
relevant Schedule(s) thereto.

iii

0012230-0018026 UKO2: 2004848622.6

AN ISSUE OF NOTES MAY BE OF A SPECIALIST NATURE AND SHOULD ONLY BE
BOUGHT
AND
TRADED
BY
INVESTORS
WHO
ARE
PARTICULARLY
KNOWLEDGEABLE IN INVESTMENT MATTERS. PROSPECTIVE PURCHASERS OF
NOTES SHOULD ENSURE THAT THEY UNDERSTAND THE NATURE OF THE RELEVANT
NOTES AND THE EXTENT OF THEIR EXPOSURE TO RISKS AND THAT THEY
CONSIDER THE SUITABILITY OF THE RELEVANT NOTES AS AN INVESTMENT IN
LIGHT OF THEIR OWN CIRCUMSTANCES AND FINANCIAL CONDITION. IT IS THE
RESPONSIBILITY OF PROSPECTIVE PURCHASERS TO ENSURE THAT THEY HAVE
SUFFICIENT KNOWLEDGE, EXPERIENCE AND PROFESSIONAL ADVICE TO MAKE
THEIR OWN LEGAL, FINANCIAL, TAX, ACCOUNTING AND OTHER BUSINESS
EVALUATION OF THE MERITS AND RISKS OF INVESTING IN THE NOTES AND ARE
NOT RELYING ON THE ADVICE OF THE ISSUER, THE CGMHI GUARANTOR, THE
CGMFL GUARANTOR OR ANY DEALER IN THIS REGARD. NOTES MAY INVOLVE A
HIGH DEGREE OF RISK, INCLUDING THE PRINCIPAL NOT BEING PROTECTED.
POTENTIAL INVESTORS MAY SUSTAIN A LOSS OF ALL OR PART OF THEIR
INVESTMENT IN THE NOTES. SEE "RISK FACTORS" SET OUT HEREIN.
Prospective investors should note that Events of Default in respect of the CGMHI Guarantor are
limited to the events stated in Conditions 9(a)(i) and 9(a)(ii) of the General Conditions of the Notes
relating to default in payment of principal or interest in respect of the Notes but will not include
the insolvency or bankruptcy of the CGMHI Guarantor (or any similar event), any other default
of the CGMHI Guarantor or the CGMHI Deed of Guarantee being (or being claimed not to be) in
full force and effect. Therefore, even though the CGMHI Guarantor may be declared insolvent or
have entered into bankruptcy proceedings or disclaimed the CGMHI Deed of Guarantee, holders
of Notes issued by CGMHI will not be able to trigger an Event of Default under the Notes and thus
will not be able to cause the Notes to be immediately due and payable, and the Notes will not redeem
until maturity (unless there has been an Event of Default due to non-payment of interest or
principal or bankruptcy or other default of CGMHI in the meantime). It is possible that holders
may receive a lower return at maturity than if they were able to accelerate the Notes for immediate
repayment in such circumstances.
Notes issued hereunder will be governed by English law, New York law, Irish law (Irish Law Notes) or
French law (French Law Notes) as specified in the applicable Pricing Supplement.
Subject as provided below in the case of Swedish Notes, Finnish Notes and French Law Notes, Notes to
be issued hereunder will be in registered form (Registered Notes) and will be represented by registered
note certificates (Registered Note Certificates), one Registered Note Certificate being issued in respect
of each holder's entire holding of Registered Notes of one Series. Registered Notes which are held in
Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg) (or
in the case of French Cleared Notes only, Euroclear France S.A. (Euroclear France)) or the Depository
Trust Company (DTC) or the Central Moneymarkets Unit Service (CMU), as the case may be, will be
represented by a global Registered Note Certificate (a Global Registered Note Certificate) registered
in the name of a nominee for either Euroclear and Clearstream, Luxembourg (or in the case of French
Cleared Notes only, Euroclear France) or DTC, or a sub-custodian for the CMU operated by the Hong
Kong Monetary Authority (HKMA), as the case may be, and the Global Registered Note Certificate will
be delivered to the appropriate depositary, common safekeeper or custodian, as the case may be. Interests
in a Global Registered Note Certificate will be exchangeable for definitive Registered Note Certificates
as described under "Form of the Notes" set out herein.
In addition, indirect interests in Notes may be delivered, held and settled via the CREST Depository
Interest (CDI) mechanism in Euroclear UK & Ireland Limited (CREST).
Notwithstanding the foregoing, Notes issued in accordance with the Swedish Act on central Securities
Depositories and Financial Instruments Accounts (Sw. lag (1998:1479) om värdepapperscentraler och
kontoföring av financiella instrument) (SFIA Act) (Swedish Notes) will be issued in uncertificated and
dematerialised book-entry form in accordance with the SFIA Act. No global or definitive registered
Swedish Notes will be issued. The Swedish Notes will be transferable only in accordance with the
provisions of the SFIA Act, other applicable Swedish legislation and the rules and regulations applicable
to, and/or issued by, Euroclear Sweden AB (Euroclear Sweden).

iv

0012230-0018026 UKO2: 2004848622.6

Notwithstanding the foregoing, Notes issued in accordance with the Finnish Act on the Book-Entry
System and Clearing (Fin. laki arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended))
and with the Finnish Act on the Book-Entry Accounts (Fin. laki arvo-osuustileistä (827/1991, as
amended)) (Finnish Notes) will be issued in uncertificated and dematerialised book entry form in
accordance with the Finnish Act on the Book-Entry System and Clearing (Fin. laki
arvo-osuusjärjestelmästä ja selvitystoiminnasta (348/2017, as amended)) and with the Finnish Act on
Book-Entry Accounts (Fin. laki arvo-osuustileistä (827/1991, as amended)). No global or definitive
registered Notes will be issued. The Finnish Notes will be transferable only in accordance with the
legislation, rules and regulations applicable to, and/or issued by, Euroclear Finland Ltd (Euroclear
Finland).
French Law Notes are issued in dematerialised form and must at all times be in book-entry form in
compliance with Articles L.2113 and R.2111 of the French Code monétaire et financier. French Law
Notes shall constitute "obligations" within the meaning of Article L.2135 of the French Code monétaire
et financier. No global or definitive French Law Notes will be issued. The French Law Notes will be
transferable only in accordance with the rules and procedures of Euroclear France. French Law Notes
may be issued, at the option of the Issuer, in either: (i) bearer dematerialised form (au porteur), which
will be inscribed in the books of Euroclear France which shall credit the accounts of an accountholder
(being any authorised financial intermediary institution entitled to hold accounts directly or indirectly on
behalf of its customers with Euroclear France) (the Euroclear France Accountholder); or (ii) in
registered dematerialised form (au nominatif) and, at the option of the Noteholder in either administered
registered form (au nominatif administré) inscribed in the books of a Euroclear France Accountholder
(and mirroring the inscriptions in the books maintained by the Issuer or the French Law Securities
Registration Agent acting on behalf of the Issuer, if applicable) or in fully registered form (au nominatif
pur) inscribed in an account held by Euroclear France and in the books maintained by the Issuer (or the
French Law Securities Registration Agent acting on behalf of the Issuer, if applicable).
None of the Notes, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee has been
nor will be registered under the United States Securities Act of 1933, as amended (the Securities
Act), or with any securities regulatory authority of any state or other jurisdiction of the United
States. Notes issued by Citigroup Inc., CBNA, CGMHI or CGMFL may be offered and sold outside
of the United States to non-U.S. persons in reliance on Regulation S under the Securities Act
(Regulation S). Notes issued by Citigroup Inc. or CGMHI may be offered and sold within the
United States to "qualified institutional buyers" (QIBs) in transactions exempt from registration
under the Securities Act in reliance on Rule 144A under the Securities Act (Rule 144A). Notes may
not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S) other than, in the case of Notes issued by Citigroup Inc. or CGMHI,
to QIBs in reliance on Rule 144A. Notes issued by CBNA, and Notes issued by CGMFL which are
guaranteed by the CGMFL Guarantor, will not be offered and sold in the United States or to, or
for the account or benefit of, U.S. persons at any time. For a description of certain restrictions on
offers, sales and transfers of Notes, see "Subscription and Sale and Transfer and Selling
Restrictions". Any purchaser of Notes that is a registered U.S. investment company should consult
its own counsel regarding the applicability of Section 12(d) and Section 17 of the Investment
Company Act of 1940 and the rules promulgated thereunder to its purchase of Notes and should
reach an independent conclusion with respect to the issues involved in such purchase.
The Notes, the CGMHI Deed of Guarantee, the CGMFL Deed of Guarantee and any Entitlement do not
constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options
thereon) subject to the United States Commodity Exchange Act, as amended (the CEA), and trading in
the Notes has not been approved by the United States Commodity Futures Trading Commission (the
CFTC) pursuant to the CEA.
The Notes may not be offered or sold to, or acquired by, any person that is, or whose purchase and
holding of the Notes is made on behalf of or with "plan assets" of, an employee benefit plan subject
to Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended (ERISA), a
plan, individual retirement account or other arrangement subject to Section 4975 of the U.S.
Internal Revenue Code of 1986, as amended (the Code) or an employee benefit plan or other plan
or arrangement subject to any laws, rules or regulations substantially similar to Title I of ERISA
or Section 4975 of the Code.

v

0012230-0018026 UKO2: 2004848622.6

CREDIT RATINGS
Citigroup Inc. has a long term/short term senior debt rating of BBB+/A-2 by Standard & Poor's Financial
Services LLC (S&P), A3/P-2 by Moody's Investors Service, Inc. (Moody's) and A/F1 by Fitch Ratings,
Inc. (Fitch). CBNA has a long term/short term senior debt rating of A+/A-1 by S&P, Aa3/P-1 by Moody's
and A+/F1 by Fitch. CGMHI has a long term/short term senior debt rating of A/A-1 by S&P, A3/P-2 by
Moody's and A+/F1 by Fitch. CGMFL has a long term/short term senior debt rating of A+/A-1 by S&P
and A+/F1 by Fitch, and a long term senior debt rating of A1 by Moody's. CGML has a long term/short
term senior debt rating of A+/A-1 by S&P, A1/P-1 by Moody's and A+/F1 by Fitch. The rating of a
certain Tranche of Notes may be specified in the applicable Pricing Supplement.S&P is not established
in the EEA or the United Kingdom and has not applied for registration under Regulation (EC) No.
1060/2009 (as amended) (the EU CRA Regulation) or the EU CRA Regulation as it forms part of UK
domestic law by virtue of the EUWA and regulations made thereunder (the UK CRA Regulation). The
S&P ratings have been endorsed by S&P Global Ratings Europe Limited (SPGRE). SPGRE is
established in the EEA and registered under the EU CRA Regulation. As such SPGRE is included in the
list of credit rating agencies published by the European Securities Market Authority (ESMA) on its
website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the
EU CRA Regulation. ESMA has indicated that ratings issued in the United States of America which
have been endorsed by SPGRE may be used in the EEA by the relevant market participants. On 1 January
2021, a new UK credit rating agency, S&P Global Ratings UK Limited (SPGRUK) has been registered
with the Financial Conduct Authority (FCA) so that the credit ratings issued or endorsed by SPGRUK
may be usable for certain regulatory purposes in the UK under the UK CRA Regulation. As such,
SPGRUK is included in the list of credit rating agencies published by the FCA on its website (at
https://www.fca.org.uk/firms/credit-rating-agencies) in accordance with the UK CRA Regulation. Credit
ratings assigned or endorsed by SPGRUK (including EU ratings issued by SPGRE) receive, respectively,
"UK" or "UKE" regulatory identifiers.
Moody's is not established in the EEA or in the United Kingdom and has not applied for registration
under the EU CRA Regulation or UK CRA Regulation. The Moody's ratings have been endorsed by
Moody's Investors Service Limited in accordance with the UK CRA Regulation. Moody's Investors
Service Limited is established in the United Kingdom and registered under the CRA Regulation. As such,
Moody's Investors Service Limited is included in the list of credit rating agencies published by the FCA
on its website (at https://www.fca.org.uk/markets/credit-rating-agencies/registered-certified-cras) in
accordance with the UK CRA Regulation. The FCA has indicated that ratings issued in the United States
of America which have been endorsed by Moody's Investors Service Limited may be used in the United
Kingdom by the relevant market participants. The Moody's ratings have been endorsed by Moody's
Deutschland GmbH in accordance with the EU CRA Regulation. Moody's Deutschland GmbH is
established in the EEA and registered under the EU CRA Regulation. As such Moody's Deutschland
GmbH is included in the list of credit rating agencies published by the ESMA on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the EU CRA
Regulation. ESMA has indicated that ratings which have been endorsed by Moody's Deutschland GmbH
may be used in the EEA by the relevant market participants.
Fitch is not established in the EEA or the United Kingdom and has not applied for registration under the
EU CRA Regulation or UK CRA Regulation. The Fitch ratings have been endorsed by Fitch Ratings
Limited in accordance with the UK CRA Regulation. Fitch Ratings Limited is established in the United
Kingdom and registered under the UK CRA Regulation. As such, Fitch Ratings Limited is included in
the
list
of
credit
rating
agencies
published
by
the
FCA
on
its
website
(at
https://www.fca.org.uk/markets/credit-rating-agencies/registered-certified-cras) in accordance with the
UK CRA Regulation. The FCA has indicated that ratings issued in the United States of America which
have been endorsed by Fitch Ratings Limited may be used in the United Kingdom by the relevant market
participants. The Fitch ratings have been endorsed by Fitch Ratings Ireland Limited in accordance with
the EU CRA Regulation. Fitch Ratings Ireland Limited is established in the EEA and registered under
the EU CRA Regulation. As such Fitch Ratings Ireland Limited is included in the list of credit rating
agencies published by the ESMA on its website (at http://www.esma.europa.eu/page/List-registered-and-
certified-CRAs) in accordance with the EU CRA Regulation. ESMA has indicated that ratings which
have been endorsed by Fitch Ratings Ireland Limited may be used in the EEA by the relevant market
participants.
The Notes, the CGMHI Deed of Guarantee and the CGMFL Deed of Guarantee constitute unconditional
liabilities of the respective entity and of no other person. None of the Notes, the CGMHI Deed of

vi

0012230-0018026 UKO2: 2004848622.6

Guarantee and the CGMFL Deed of Guarantee is insured by the Federal Deposit Insurance Corporation
(FDIC) or any other deposit protection insurance scheme.
An Index of Defined Terms is set out on pages 634 to 643 of this Offering Circular.
Arranger of the Programme
Citigroup

Dealers
Citigroup

vii

0012230-0018026 UKO2: 2004848622.6

RESPONSIBILITY STATEMENT
Citigroup Inc. accepts responsibility for the information contained in the Citigroup Inc. Offering
Circular but does not take responsibility for the CBNA Offering Circular, the CGMHI Offering Circular
or the CGMFL Offering Circular. To the best of the knowledge of Citigroup Inc., the information
contained in the Citigroup Inc. Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information. In relation to any Notes which are subject of a
Swiss Non-exempt Offer, Citigroup Inc. confirms that the information contained in the Citigroup Inc.
Offering Circular is, to the best of its knowledge, correct, and that no material facts or circumstances
have been omitted from the Citigroup Inc. Offering Circular.
CBNA accepts responsibility for the information contained in the CBNA Offering Circular but does not
take responsibility for the Citigroup Inc. Offering Circular, the CGMHI Offering Circular or the CGMFL
Offering Circular. To the best of the knowledge of CBNA, the information contained in the CBNA
Offering Circular is in accordance with the facts and does not omit anything likely to affect the import
of such information. In relation to any Notes which are subject of a Swiss Non-exempt Offer, CBNA
confirms that the information contained in the CBNA Offering Circular is, to the best of its knowledge,
correct, and that no material facts or circumstances have been omitted from the CBNA Offering Circular.
CGMHI accepts responsibility for the information contained in the CGMHI Offering Circular but does
not take responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the
CGMFL Offering Circular. To the best of the knowledge of CGMHI, the information contained in the
CGMHI Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information. In relation to any Notes which are subject of a Swiss Non-exempt Offer,
CGMHI confirms that the information contained in the CGMHI Offering Circular is, to the best of its
knowledge, correct, and that no material facts or circumstances have been omitted from the CGMHI
Offering Circular.
The CGMHI Guarantor accepts responsibility for the information contained in the CGMHI Offering
Circular (excluding the information set out under the heading "Description of Citigroup Global Markets
Holdings Inc." and the information set out in the sections of "Overview of the Programme" entitled
"Description of CGMHI" and "Business of CGMHI" and the information set out under the sub-heading
"Citigroup Global Markets Holdings Inc." set out in the section of the "Summary of the Programme for
purposes of the FINSA" entitled "Issuers"). The CGMHI Guarantor does not take responsibility for the
Citigroup Inc. Offering Circular, the CBNA Offering Circular or the CGMFL Offering Circular. To the
best of the knowledge of the CGMHI Guarantor, the information contained in the CGMHI Offering
Circular (excluding the information set out under the heading "Description of Citigroup Global Markets
Holdings Inc." and the information set out in the sections of "Overview of the Programme" entitled
"Description of CGMHI" and "Business of CGMHI" and the information set out under the sub-heading
"Citigroup Global Markets Holdings Inc." set out in the section of the "Summary of the Programme for
purposes of the FINSA" entitled "Issuers") is in accordance with the facts and does not omit anything
likely to affect the import of such information. In relation to any Notes which are subject of a Swiss Non-
exempt Offer, the CGMHI Guarantor confirms that the information contained in the CGMHI Offering
Circular is, to the best of its knowledge, correct, and that no material facts or circumstances have been
omitted from the CGMHI Offering Circular.
CGMFL accepts responsibility for the information contained in the CGMFL Offering Circular but does
not take responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the
CGMHI Offering Circular. To the best of the knowledge of CGMFL, the information contained in the
CGMFL Offering Circular is in accordance with the facts and does not omit anything likely to affect the
import of such information. In relation to any Notes which are subject of a Swiss Non-exempt Offer,
CGMFL confirms that the information contained in the CGMFL Offering Circular is, to the best of its
knowledge, correct, and that no material facts or circumstances have been omitted from the CGMFL
Offering Circular.
The CGMFL Guarantor accepts responsibility for the information contained in the CGMFL Offering
Circular (excluding the information set out under the heading "Description of Citigroup Global Markets
Funding Luxembourg S.C.A." and the information set out in the sections of "Overview of the Programme"

viii

0012230-0018026 UKO2: 2004848622.6

entitled "Description of CGMFL" and "Business of CGMFL" and the information set out under the sub-
heading "Citigroup Global Markets Funding Luxembourg S.C.A." set out in the section of the "Summary
of the Programme for purposes of the FINSA" entitled "Issuers"). The CGMFL Guarantor does not take
responsibility for the Citigroup Inc. Offering Circular, the CBNA Offering Circular or the CGMHI
Offering Circular. To the best of the knowledge of the CGMFL Guarantor, the information contained in
the CGMFL Offering Circular (excluding the information set out under the heading "Description of
Citigroup Global Markets Funding Luxembourg S.C.A." and the information set out in the sections of
"Overview of the Programme" entitled "Description of CGMFL" and "Business of CGMFL" and the
information under the sub-heading "Citigroup Global Markets Funding Luxembourg S.C.A." set out in
the section of the "Summary of the Programme for purposes of the FINSA" entitled "Issuers") is in
accordance with the facts and does not omit anything likely to affect the import of such information. In
relation to any Notes which are subject of a Swiss Non-exempt Offer, the CGMFL Guarantor confirms
that the information contained in the CGMFL Offering Circular is, to the best of its knowledge, correct,
and that no material facts or circumstances have been omitted from the CGMFL Offering Circular.
Where information in the Citigroup Inc. Offering Circular, the CBNA Offering Circular, the CGMHI
Offering Circular or the CGMFL Offering Circular (as the case may be) has been sourced from a third
party, the relevant Issuer, the CGMHI Guarantor (where the Issuer is CGMHI) and/or the CGMFL
Guarantor (where the Issuer is CGMFL) (as the case may be) accept(s) responsibility for accurately
reproducing such information and, as far as the relevant Issuer, the CGMHI Guarantor (where the Issuer
is CGMHI) and/or the CGMFL Guarantor (where the Issuer is CGMFL) (as the case may be) is/are
aware and is/are able to ascertain from information published by that third party, no facts have been
omitted which would render the reproduced information inaccurate or misleading.
Unless otherwise expressly stated in the applicable Pricing Supplement, any information contained
therein relating to the Underlying(s), will only consist of extracts from, or summaries of, and will be
based solely on, information contained in financial and other information released publicly by the issuer,
owner or sponsor, as the case may be, of such Underlying(s). Unless otherwise expressly stated in the
applicable Pricing Supplement, the relevant Issuer and the CGMHI Guarantor (where the Issuer is
CGMHI) or the CGMFL Guarantor (where the Issuer is CGMFL) (as the case may be) accept(s)
responsibility for accurately reproducing such extracts or summaries and, as far as the Issuer and the
CGMHI Guarantor (where the Issuer is CGMHI) or the CGMFL Guarantor (where the Issuer is
CGMFL) (as the case may be) is/are aware and is/are able to ascertain from information published by
the issuer, owner or sponsor, as the case may be, of such Underlying(s), no facts have been omitted which
would render the reproduced information inaccurate or misleading.
The Citigroup Inc. Offering Circular should be read in conjunction with all documents which are
incorporated by reference therein (see "Documents Incorporated by Reference for the Citigroup Inc.
Offering Circular"). The Citigroup Inc. Offering Circular shall be read and construed on the basis that
such documents are incorporated into and form part of the Citigroup Inc. Offering Circular.
The CBNA Offering Circular should be read in conjunction with all documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CBNA Offering Circular"). The
CBNA Offering Circular shall be read and construed on the basis that such documents are incorporated
into and form part of the CBNA Offering Circular.
The CGMHI Offering Circular should be read in conjunction with all documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CGMHI Offering Circular").
The CGMHI Offering Circular shall be read and construed on the basis that such documents are
incorporated into and form part of the CGMHI Offering Circular.
The CGMFL Offering Circular should be read in conjunction with all documents which are incorporated
by reference therein (see "Documents Incorporated by Reference for the CGMFL Offering Circular").
The CGMFL Offering Circular shall be read and construed on the basis that such documents are
incorporated into and form part of the CGMFL Offering Circular.
The Citigroup Inc. offering circular (the Citigroup Inc. Offering Circular) will comprise this Offering
Circular with the exception of:

ix

0012230-0018026 UKO2: 2004848622.6

(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citibank, N.A." and "Business of Citibank, N.A.";
(b)
in the "Summary of the Programme for purposes of the FINSA", the information set out under
the sub-heading "Citibank, N.A." in the section entitled "Issuers";
(c)
the information in the section entitled "Documents Incorporated by Reference for the CBNA
Offering Circular" and all information incorporated therein by reference thereby;
(d)
the information in the section entitled "Description of Citibank, N.A.";
(e)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";
(f)
in the "Summary of the Programme for purposes of the FINSA", the information set out under
the sub-heading "Citigroup Global Markets Holdings Inc." in the section entitled "Issuers";
(g)
the information in the section entitled "Documents Incorporated by Reference for the CGMHI
Offering Circular" and all information incorporated therein by reference thereby;
(h)
the information in the section entitled "Description of Citigroup Global Markets Holdings Inc.";
(i)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMFL" and "Business of CGMFL";
(j)
in the "Summary of the Programme for purposes of the FINSA", the information set out under
the sub-heading "Citigroup Global Markets Funding Luxembourg S.C.A." in the section entitled
"Issuers" and the information set out under the sub-heading "Citigroup Global Markets Limited
" in the section entitled "Guarantors";
(k)
the information in the section entitled "Documents Incorporated by Reference for the CGMFL
Offering Circular" and all information incorporated therein by reference thereby;
(l)
the information in the section entitled "Description of Citigroup Global Markets Funding
Luxembourg S.C.A.";
(m)
the information in the section entitled "Description of Citigroup Global Markets Limited";
(n)
the information in the section entitled "Form of CGMHI Deed of Guarantee";
(o)
the information in the section entitled "Form of CGMFL Deed of Guarantee"; and
(p)
the information in the section entitled "Form of CGMFL All Monies Guarantee"
The CBNA offering circular (the CBNA Offering Circular) will comprise this Offering Circular with
the exception of:
(a)
in the "Overview of the Programme", the information in the sections entitled "Description of
Citigroup Inc." and "Business of Citigroup Inc.";
(b)
in the "Summary of the Programme for purposes of the FINSA", the information set out under
the sub-heading "Citigroup Inc." in the section entitled "Issuers";
(c)
the information in the section entitled "Documents Incorporated by Reference for the Citigroup
Inc. Offering Circular" and all information incorporated therein by reference thereby;
(d)
the information in the section entitled "Description of Citigroup Inc.";
(e)
in the "Overview of the Programme", the information in the sections entitled "Description of
CGMHI" and "Business of CGMHI";

x

0012230-0018026 UKO2: 2004848622.6