PDW / Citigroup Global Markets Holdings, Inc. - SEC申報文件，年度報告，委任書

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-09924 Issuer: CITIGROUP GLOBAL MARKETS HOLDINGS INC. Exchange: NEW YORK STOCK EXCHANGE LLC (Exact name of Issuer as specified in its charter, and name of Exchange where securi

CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS

EX-1.1 Exhibit 1.1 CITIGROUP INC. AMENDED AND RESTATED DEBT SECURITIES UNDERWRITING AGREEMENT BASIC PROVISIONS New York, New York March 7, 2023 Citigroup Inc., a Delaware corporation (the “Company” or “Citigroup”), may issue and sell from time to time series of its debt securities registered under the registration statement referred to in Section 1(a) hereof. Such debt securities may have varying

As filed with the Securities and Exchange Commission on March 7, 2023

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 7, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

LIMITED POWER OF ATTORNEY (Form S-3)

EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Jane Fraser, Mark A. L. Mason, and Brent McIntosh, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all act

CITIGROUP INC. AMENDMENT NO. 1 Dated as of March 7, 2023 to the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT Dated as of April 7, 2017 relating to the issue and sale of MEDIUM-TERM SENIOR NOTES, SERIES G

EX-1.3 Exhibit 1.3 CITIGROUP INC. AMENDMENT NO. 1 Dated as of March 7, 2023 to the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT Dated as of April 7, 2017 relating to the issue and sale of MEDIUM-TERM SENIOR NOTES, SERIES G THIS AMENDMENT NO. 1 dated as of March 7, 2023 (the “Amendment”) hereby amends the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT dated as of April 7, 2017 (the “A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

CITIGROUP GLOBAL MARKETS HOLDINGS INC. as Issuer CITIGROUP INC. as Guarantor AMENDMENT NO. 1 Dated as of March 7, 2023 to the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT Dated as of April 7, 2017 relating to the issue and sale of MEDIUM-TERM

EX-1.5 Exhibit 1.5 CITIGROUP GLOBAL MARKETS HOLDINGS INC. as Issuer CITIGROUP INC. as Guarantor AMENDMENT NO. 1 Dated as of March 7, 2023 to the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT Dated as of April 7, 2017 relating to the issue and sale of MEDIUM-TERM SENIOR NOTES, SERIES N THIS AMENDMENT NO. 1 dated as of March 7, 2023 (the “Amendment”) hereby amends the AMENDED AND RESTATED GLO

Calculation of Filing Fee Tables Form S-3 (Form Type) Citigroup Inc. Citigroup Global Markets Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Tit

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3 (Form Type) Citigroup Inc. Citigroup Global Markets Holdings Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

NYSE CERTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

NYSE CERTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

8-A12B 1 dp1596228a12b-589.htm 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its chart

NYSE CERTIFICATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

- S-3/A

Table of Contents As filed with the Securities and Exchange Commission on May 7, 2021 Registration No.

- NYSE CERTIFICATION

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LETTER

United States securities and exchange commission logo April 26, 2021 Jimmy Yang, Esq.

- FORM 8-A

8-A12B 1 dp1498538a12b-482.htm FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee under the Citigroup Subordinated Debt Indenture dated as of July 23, 2004.**

Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Global Markets Holdings Senior Debt Indenture dated as of March 8, 2016.**

Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. under the Citigroup Senior Debt Indenture dated as of June 1, 2005.**

Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ? CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Subordinated Debt Indenture dated as of April 12, 2001.**

Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

Powers of Attorney of certain Directors.**

Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the ?Company?), does hereby constitute and appoint Jane Fraser, Mark A. L. Mason, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any and all acts and

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Senior Debt Indenture dated November 13, 2013.**

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-5160382 (Ju

- S-3

Table of Contents As filed with the Securities and Exchange Commission on April 16, 2021 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (formerly, The Bank of New York), as trustee under the Citigroup Senior Debt Indenture dated as of March 15, 1987, as supplemented.**

EX-25.4 9 d174208dex254.htm EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in

- NYSE CERTIFICATION

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- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

- NYSE CERTIFICATION

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- FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2-2(a)(1) That th

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on November 16, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 28, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 14, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE Arca hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 14, 2020, pursuant to the provisions of Rule 12d2-2 (a).

C / Citigroup, Inc. S-3/A

S-3/A Table of Contents As filed with the Securities and Exchange Commission on May 10, 2018 Registration No.

C / Citigroup, Inc. CORRESP

CORRESP 1 filename1.htm CITIGROUP INC. 388 Greenwich Street New York, NY 10013 May 10, 2018 VIA EDGAR CORRESPONDENCE U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549 Attn: David Gessert Re: Citigroup Inc. Registration Statement on Form S-3 (No. 333-224495) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as am

LETTER

Mail Stop 4720 May 7, 2018 Jimmy Yang, Esq. General Counsel - Capital Markets and Corporate Reporting Citigroup Inc. 388 Greenwich Street New York, NY 10013 Re: Citigroup Inc. Registration Statement on Form S-3 Filed April 27, 2018 File No. 333-224495 Dear Mr. Yang: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 re

Powers of Attorney of certain Directors.*

EX-24.1 Exhibit 24.1 LIMITED POWER OF ATTORNEY (Form S-3) KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, a director of CITIGROUP INC., a Delaware corporation (the “Company”), does hereby constitute and appoint Michael L. Corbat, John C. Gerspach, and Rohan Weerasinghe, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, to do or cause to be done any an

C / Citigroup, Inc. FORM S-3

Form S-3 Table of Contents As filed with the Securities and Exchange Commission on April 27, 2018 Registration No.

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Subordinated Debt Indenture dated as of April 12, 2001.*

EX-25.2 Exhibit 25.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon (formerly, The Bank of New York), as trustee under the Citigroup Senior Debt Indenture dated as of March 15, 1987, as supplemented.*

EX-25.4 Exhibit 25.4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. under the Citigroup Senior Debt Indenture dated as of June 1, 2005.*

EX-25.5 Exhibit 25.5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as Trustee under the Citigroup Subordinated Debt Indenture dated as of July 23, 2004.*

EX-25.3 Exhibit 25.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Senior Debt Indenture dated November 13, 2013.*

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon, as trustee under the Citigroup Global Markets Holdings Senior Debt Indenture dated as of March 8, 2016.*

EX-25.6 Exhibit 25.6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) THE BANK OF NEW YORK MELLON (Exact name of trustee as specified in its charter) New York 13-516

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE Archipelago Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 3, 2018, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The NYSE Archipelago Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 3, 2018, pursuant to the provisions of Rule 12d2-2 (a). [ X ] 17 CFR 240.12d2

PDY / Citigroup Global Markets Holdings, Inc. NYSE ARCA CERT-CITIGROUP GLOBAL MARKETS HOLDINGS INC

begin 644 FIEF_FGDY.8A.03.19.18.pdf M)5!$1BTQ+C,*)79E

C / Citigroup, Inc. CITI FI ENHANCED EUROPE 50 ETN AND CITI FI GLOBAL HIGH YIELD ETN FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

C / Citigroup, Inc. VLS 4X CURRENCY ETNS FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

Citigroup FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporat

Citigroup S-3/A

S-3/A 1 d371097ds3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on April 5, 2017 Registration No. 333-216372 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Pre-Effective Amendment No. 2 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-15

Citigroup S-3/A

S-3/A 1 d361084ds3a.htm S-3/A Table of Contents As filed with the Securities and Exchange Commission on March 29, 2017 Registration No. 333-216372 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Pre-Effective Amendment No. 1 to FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-1

Citigroup Global Markets Holdings S-3

S-3 1 d274413ds3.htm S-3 Table of Contents As filed with the Securities and Exchange Commission on March 1, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-1568099 (State or other jurisdiction of incorp

Citigroup Global Markets Holdings POSASR

POSASR As filed with the Securities and Exchange Commission on February 14, 2017 Registration No.

Citigroup Global Markets Holdings VLS CRUDE OIL ETNS FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

Citigroup Global Markets Holdings POSASR

As filed with the Securities and Exchange Commission on November 21, 2016 Registration No.

Citigroup Global Markets Holdings S-3ASR

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on October 14, 2016 Registration No.

Citigroup Global Markets Holdings FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _ FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporat

Citigroup FORM 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CITIGROUP INC. (Exact name of registrant as specified in its charter) CITIGROUP GLOBAL MARKETS HOLDINGS INC. (Exact name of registrant as specified in its charter) DELAWARE (State of incorporatio

Restated Certificate of Incorporation of Citigroup Global Markets Holdings Inc. (incorporated by reference to Exhibit 4.7 to Citigroup’s Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-192302)).

EX-4.7 Exhibit 4.7 Restated Certificate of Incorporation of Salomon Smith Barney Holdings Inc. under section 807 of the Business Corporation Law The undersigned corporation certifies that: 1 The name of the corporation is Salomon Smith Barney Holdings Inc. The corporation was originally formed under the name ?Sutdex Real Estate, Inc.? 2 The Certificate of Incorporation of the corporation was filed

Citigroup POSASR

POSASR Table of Contents As filed with the Securities and Exchange Commission on March 7, 2016 Registration No.

CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N GLOBAL SELLING AGENCY AGREEMENT New York, New York

EX-1.3 Exhibit 1.3 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N GLOBAL SELLING AGENCY AGREEMENT New York, New York To the Agents listed on Schedule I hereto Ladies and Gentlemen: Citigroup Global Markets Holdings Inc., a corporation organized and existing under the laws of the State of New York (the ?Company?), and Citigroup Inc., a corporation organized and existing u

CITIGROUP GLOBAL MARKETS HOLDINGS INC. CITIGROUP INC. Dated as of , 2016 Senior Debt Securities THE BANK OF NEW YORK MELLON

EX-4.23 Exhibit 4.23 CITIGROUP GLOBAL MARKETS HOLDINGS INC. Issuer CITIGROUP INC. Guarantor INDENTURE Dated as of , 2016 Senior Debt Securities THE BANK OF NEW YORK MELLON Trustee This Cross Reference Sheet, showing the location in the Indenture of the provisions inserted pursuant to Section 310-318(a), inclusive, of the Trust Indenture Act of 1939, is not to be considered a part of the Indenture.

By-Laws of Citigroup Global Markets Holdings Inc., as amended effective February 6, 2007 (incorporated by reference to Exhibit 4.8 to Citigroup’s Post-Effective Amendment No. 2 to its Registration Statement on Form S-3 (File No. 333-192302)).

EX-4.8 Exhibit 4.8 RESTATED BY-LAWS of CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a New York corporation) February 6, 2007 RESTATED BY-LAWS OF CITIGROUP GLOBAL MARKETS HOLDINGS INC. (hereinafter called the “corporation”) ARTICLE I OFFICES Section 1. The office of the corporation shall be located in the County of New York, in the State of New York. Section 2. The corporation may also have offices at s

- 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-15286 Citigroup Global Markets Holdings Inc. (Exact name of registrant a