Citigroup Global Markets Holdings in $22.75 Million Notes Offering

May 11, 2005

Cleary Gottlieb represented Citigroup Global Markets as underwriter in an offering of Citigroup Global Markets Holdings’ 2.5% Principal-Protected Equity Linked Notes Based Upon the Dow Jones Global Titans 50 IndexSM Due October 28, 2010.  The offering, for an aggregate principal amount of $22.75 million, was linked to the Dow Jones Global Titans 50 Index.  Cleary was also special tax counsel to the issuer.

The Notes are debt securities linked to an equity index.  Unlike debt securities that pay a fixed amount at maturity, the Notes provide investors a maturity payment that is based on the performance of the underlying index during the term of the Notes, but cannot be less than the principal amount of the Notes.  The Notes thereby offer investors the opportunity to participate in the appreciation of the underlying index, subject to a cap.  

The Dow Jones Global Titans 50 Index is a 50-stock, free-float market capitalization weighted index that reflects the market performance of the world’s leading multinational companies.