UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-9924
CITIGROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
399 Park Avenue, New York, New York 10043
(Address of principal executive offices) (Zip Code)
(212) 559-1000
(Registrant's telephone number, including area code)
A list of Citigroup securities registered pursuant to Section 12(b) and (g) of
the Securities Exchange Act of 1934 is available from Citigroup Corporate
Governance, 425 Park Avenue, 2nd Floor, New York, New York 10043 or on the
Internet at http://www.sec.gov.
As of February 4, 2002, Citigroup had 5,127,926,371 shares of common stock
outstanding.
As of February 4, 2002, Citigroup had approximately 221,400 common stockholders
of record. This figure does not represent the actual number of beneficial owners
of common stock because shares are frequently held in "street name" by
securities dealers and others for the benefit of individual owners who may vote
the shares.
Citigroup (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not
contained herein nor in Citigroup's 2002 Proxy Statement incorporated by
reference in Part III of this Form 10-K.
The aggregate market value of Citigroup common stock held by non-affiliates of
Citigroup on February 4, 2002 was approximately $227 billion.
Certain information has been incorporated by reference as described herein into
Part III of this annual report from Citigroup's 2002 Proxy Statement.
EXPLANATORY NOTE
This Form 10-K/A-1 is being filed to include as exhibits to the Form 10-K
financial statements for the Citigroup 401(k) Plan (formerly the Travelers Group
401(k) Savings Plan) and the Citibuilder 401(k) Plan for Puerto Rico pursuant to
Rule 15d-21 of the Securities Exchange Act of 1934, as amended. Other than the
related additions to the Exhibit Index, the text of Item 14 has not been amended
and speaks as of the date of the original filing of the Form 10-K.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated Financial Statements
and Schedules on page F-1 hereof.
(2) Financial Statement Schedules. See Index to Consolidated Financial
Statements and Schedules on page F-1 hereof.
(3) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
On October 18, 2001, the Company filed a Current Report on Form 8-K, dated
October 17, 2001, reporting under Item 5 thereof the results of its operations
for the quarter ended September 30, 2001, and certain other selected financial
data.
On October 29, 2001, the Company filed a Current Report on Form 8-K, dated
October 26, 2001, (a) noting under Item 5 thereof that the Company had
previously changed its operating segments presentation to include the various
Associates businesses within the other existing operating segments of Citigroup,
and (b) filing as an exhibit under Item 7 thereof the restated Historical Annual
Supplement of Citigroup.
On December 19, 2001, the Company filed a Current Report on Form 8-K, dated
December 19, 2001, reporting under Item 5 thereof the intention of its
wholly-owned subsidiary, Travelers Property Casualty Corp. ("TPC"), to sell a
portion of its equity in an initial public offering and the Company's intention
to make a tax-free distribution of a portion of its interest in TPC to the
Company's stockholders.
No other reports on Form 8-K were filed during the 2001 fourth quarter; however,
on January 18, 2002, the Company filed a Current Report on Form 8-K, dated
January 17, 2002, reporting under Item 5 thereof the results of its operations
for the quarter and year ended December 31, 2001, and certain other selected
financial data. On February 22, 2002, the Company filed a Current Report on Form
8-K, dated February 13, 2002, filing as exhibits under Item 7 thereof the Terms
Agreement, dated February 13, 2002, and the Form of Note relating to the offer
and sale of the Company's 6.00% Notes due February 21, 2012. On March 7, 2002,
the Company filed a Current Report on Form 8-K, dated February 27, 2002, filing
as exhibits under Item 7 thereof the Terms Agreement, dated February 27, 2002,
and the Form of Note relating to the offer and sale of the Company's 5.00% Notes
due March 6, 2007.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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3.01.1 Restated Certificate of Incorporation of Citigroup Inc. (the
"Company"), incorporated by reference to Exhibit 4.01 to the Company's
Registration Statement on Form S-3 filed December 15, 1998 (No.
333-68949).
3.01.2 Certificate of Designation of 5.321% Cumulative Preferred Stock, Series
YY, of the Company, incorporated by reference to Exhibit 4.45 to
Amendment No. 1 to the Company's Registration Statement on Form S-3
filed January 22, 1999 (No. 333-68949).
3.01.3 Certificate of Amendment to the Restated Certificate of Incorporation
of the Company dated April 18, 2000, incorporated by reference to
Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000 (File No. 1-9924).
3.01.4 Certificate of Amendment to the Restated Certificate of Incorporation
of the Company dated April 17, 2001, incorporated by reference to
Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2001 (File No. 1-9924).
3.01.5 Certificate of Designation of 6.767% Cumulative Preferred Stock, Series
YYY, of the Company.
3.02 By-Laws of the Company, as amended, effective October 26, 1999,
incorporated by reference to Exhibit 3.02 to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended September 30, 1999
(File No. 1-9924).
10.01* Amended and Restated Employment Agreement, dated as of November 16,
2001, between the Company and Sanford I. Weill.
10.02.1* Travelers Group Stock Option Plan (as amended and restated as of April
24, 1996), incorporated by reference to Exhibit 10.02.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 (File No. 1-9924).
10.02.2* Amendment No. 14 to the Travelers Group Stock Option Plan, incorporated
by reference to Exhibit 10.01 to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 1996 (File No. 1-9924).
10.02.3* Amendment No. 15 to the Travelers Group Stock Option Plan (effective
July 23, 1997), incorporated by reference to Exhibit 10.04 to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1997 (File No. 1-9924) (the "Company's September 30, 1997
10-Q").
10.02.4* Amendment No. 16 to the Travelers Group Stock Option Plan, incorporated
by reference to Exhibit 10.02.4 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (File No. 1-9924) (the
"Company's 1999 10-K").
10.03.1* Travelers Group 1996 Stock Incentive Plan (as amended through July 23,
1997), incorporated by reference to Exhibit 10.03 to the Company's
September 30, 1997 10-Q.
10.03.2* Amendment to Travelers Group 1996 Stock Incentive Plan (as amended
through July 23, 1997), incorporated by reference to Exhibit 10.03.2 to
the Company's 1999 10-K.
10.04* Travelers Group Inc. Retirement Benefit Equalization Plan (as amended
and restated as of January 2, 1996), incorporated by reference to
Exhibit 10.04 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 (File No. 1-9924) (the "Company's
1998 10-K").
10.05* Citigroup Inc. Amended and Restated Compensation Plan for Non-Employee
Directors (as of December 31, 2001).
10.06.1* Supplemental Retirement Plan of the Company, incorporated by reference
to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1990 (File No. 1-9924).
10.06.2* Amendment to the Company's Supplemental Retirement Plan, incorporated
by reference to Exhibit 10.06.2 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (File No. 1-9924).
10.07* Citigroup 1999 Executive Performance Plan (effective January 1, 1999),
incorporated by reference to Annex B to the Company's Proxy Statement
dated March 8, 1999 (File No. 1-9924).
10.08.1* Travelers Group Capital Accumulation Plan (as amended through July 23,
1997), incorporated by reference to Exhibit 10.02 to the Company's
September 30, 1997 10-Q.
10.08.2* Amendment to the Travelers Group Capital Accumulation Plan (as amended
through July 23, 1997), incorporated by reference to Exhibit 10.08.2 to
the Company's 1999 10-K.
10.09* The Travelers Inc. Deferred Compensation and Partnership Participation
Plan, incorporated by reference to Exhibit 10.31 to the Company's
Annual Report on Form 10-K/A-1 for the fiscal year ended December 31,
1994 (File No. 1-9924).
10.10* The Travelers Insurance Deferred Compensation Plan (formerly The
Travelers Corporation TESIP Restoration and Non-Qualified Savings Plan)
(as amended through December 10, 1998), incorporated by reference to
Exhibit 10.10 to the Company's 1998 10-K.
10.11* The Travelers Corporation Directors' Deferred Compensation Plan (as
amended November 7, 1986), incorporated by reference to Exhibit 10(d)
to the Annual Report on Form 10-K of The Travelers Corporation for the
fiscal year ended December 31, 1986 (File No. 1-5799).
10.12* Letter Agreement, dated as of August 14, 1997, between the Company and
Thomas W. Jones, incorporated by reference to Exhibit 10.01 to the
Company's September 30, 1997 10-Q.
10.13.1* Salomon Inc Equity Partnership Plan for Key Employees (as amended
through March 25, 1998), incorporated by reference to Exhibit 10.19 to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 1-9924).
10.13.2* Amendment to the Salomon Inc Equity Partnership Plan for Key Employees
(as amended through March 25, 1998), incorporated by reference to
Exhibit 10.14.2 to the Company's 1999 10-K.
10.14.1* Citicorp Executive Incentive Compensation Plan, incorporated by
reference to Citicorp's Registration Statement on Form S-8 filed April
25, 1988 (No. 2-47648).
10.14.2* Amendment to the Citicorp Executive Incentive Compensation Plan,
incorporated by reference to Exhibit 10.15.2 to the Company's 1999
10-K.
10.15.1* Citicorp 1988 Stock Incentive Plan, incorporated by reference to
Exhibit 4 to Citicorp's Registration Statement on Form S-8 filed April
25, 1988 (No. 2-47648).
10.15.2* Amendment to the Citicorp 1988 Stock Incentive Plan, incorporated by
reference to Exhibit 10.16.2 to the Company's 1999 10-K.
10.16* 1994 Citicorp Annual Incentive Plan for Selected Executive Officers,
incorporated by reference to Exhibit 10 to Citicorp's Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 1994 (File No.
1-5378).
10.17.1* Citicorp Deferred Compensation Plan, incorporated by reference to
Exhibit 10 to Citicorp's Registration Statement on Form S-8 filed
February 15, 1996 (No. 333-0983).
10.17.2* Amendment to the Citicorp Deferred Compensation Plan, incorporated by
reference to Exhibit 10.18.2 to the Company's 1999 10-K.
10.17.3* Amendment to the Citicorp Deferred Compensation Plan (effective as of
September 28, 2001).
10.18.1* Citicorp 1997 Stock Incentive Plan, incorporated by reference to
Citicorp's 1997 Proxy Statement filed February 26, 1997 (File No.
1-5378).
10.18.2* Amendment to the Citicorp 1997 Stock Incentive Plan, incorporated by
reference to Exhibit 10.19.2 to the Company's 1999 10-K.
10.19.1* Supplemental Executive Retirement Plan of Citicorp and Affiliates (as
amended and restated effective January 1, 1998), incorporated by
reference to Exhibit 10.20.1 to the Company's 1999 10-K.
10.19.2* First Amendment to the Supplemental Executive Retirement Plan of
Citicorp and Affiliates (as amended and restated effective January 1,
1998), incorporated by reference to Exhibit 10.20.2 to the Company's
1999 10-K.
10.20.1* Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates,
as amended and restated, incorporated by reference to Exhibit 10.(G) to
Citicorp's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 1-5378).
10.20.2* Amendment to the Supplemental ERISA Compensation Plan of Citibank, N.A.
and Affiliates, as amended and restated, incorporated by reference to
Exhibit 10.21.2 to the Company's 1999 10-K.
10.21* Supplemental ERISA Excess Plan of Citibank, N.A. and Affiliates, as
amended and restated, incorporated by reference to Exhibit 10.(H) to
Citicorp's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997 (File No. 1-5378).
10.22.1* Citicorp Directors' Deferred Compensation Plan, Restated May 1, 1988,
incorporated by reference to Exhibit 10.23 to the Company's 1998 10-K.
10.22.2* Amendment to the Citicorp Directors' Deferred Compensation Plan
(effective as of December 31, 2001).
10.23.1* Letter Agreement, dated as of October 26, 1999 (the "Letter
Agreement"), between the Company and Robert E. Rubin, incorporated by
reference to Exhibit 10.24 to the Company's 1999 10-K.
10.23.2* Amendment to the Letter Agreement, dated as of February 6, 2002,
between the Company and Robert E. Rubin.
10.24* Citigroup 1999 Stock Incentive Plan (effective April 30, 1999),
incorporated by reference to Annex A to the Company's Proxy Statement
dated March 8, 1999 (File No. 1-9924).
10.25* Form of Citigroup Directors' Stock Option Grant Notification,
incorporated by reference to Exhibit 10.26 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 2000 (File
No. 1-9924) (the "Company's 2000 10-K").
10.26 Citigroup 2000 Stock Purchase Plan (effective May 1, 2000),
incorporated by reference to Annex B to the Company's Proxy Statement
dated March 17, 2000 (File No. 1-9924).
10.27* Associates First Capital Corporation Incentive Compensation Plan,
incorporated by reference to Exhibit 10.8 to the Associates First
Capital Corporation ("Associates") Annual Report on Form 10-K for the
fiscal year ended December 31, 1997 (File No. 1-11637) (the
"Associates' 1997 10-K").
10.28* Associates First Capital Corporation Deferred Compensation Plan,
incorporated by reference to Exhibit 4 to the registration statement on
Form S-8 filed by Associates on March 31, 1998 (File No. 333-49049).
10.29* Associates First Capital Corporation Excess Benefit Plan, incorporated
by reference to Exhibit 10.17 to the registration statement on Form S-1
filed by Associates on February 9, 1996 (File No. 333-00817).
10.30* Associates First Capital Corporation Supplemental Retirement Income
Plan, incorporated by reference to Exhibit 10.16 to the registration
statement on Form S-1 filed by Associates on February 9, 1996 (File No.
333-00817).
10.31* Associates First Capital Corporation Long-Term Performance Plan,
incorporated by reference to Exhibit 10.12 to the registration
statement on Form S-1 filed by Associates on February 9, 1996 (File No.
333-00817).
10.32* Associates First Capital Corporation Supplemental Executive Welfare
Plan, incorporated by reference to Exhibit 10.33 to the Company's 2000
10-K.
10.33* Form of Restricted Stock Award Agreement issued under the Associates
Incentive Compensation Plan, incorporated by reference to Exhibit 10.34
to the Company's 2000 10-K.
10.34* Form of Associates Incentive Compensation Plan Stock Option Award
Agreement - 2000, incorporated by reference to Exhibit 10.35 to the
Company's 2000 10-K.
10.35* Letter Agreement, dated as of December 19, 2000, between the Company
and Robert I. Lipp, incorporated by reference to Exhibit 10.38 to the
Company's 2000 10-K.
12.01 Calculation of Ratio of Income to Fixed Charges.
12.02 Calculation of Ratio of Income to Fixed Charges Including Preferred
Stock Dividends.
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG LLP, Independent Auditors.
23.02+ Accountants' consent to incorporation by reference of report filed with
Exhibit 99.02.
23.03+ Accountants' consent to incorporation by reference of report filed with
Exhibit 99.03.
24.01 Powers of Attorney.
99.01 List of Securities Registered Pursuant to Section 12(b) of the
Securities Exchange Act of 1934.
99.02+ 2001 Financial Statements of the Citigroup 401(k) Plan (formerly the
Travelers Group 401(k) Savings Plan).
99.03+ 2001 Financial Statements of the Citibuilder 401(k) Plan for Puerto
Rico.
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* Denotes a management contract or compensatory plan or arrangement required to
be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
+ Filed herewith.
Except as otherwise indicated, all exhibits were filed with the initial filing
of the Form 10-K.
The total amount of securities authorized pursuant to any instrument defining
rights of holders of long-term debt of the Company does not exceed 10% of the
total assets of the Company and its consolidated subsidiaries. The Company will
furnish copies of any such instrument to the SEC upon request.
Copies of any of the exhibits referred to above will be furnished at a cost of
$0.25 per page (although no charge will be made for the 2001 Annual Report on
Form 10-K) to security holders who make written request therefor to Corporate
Governance, Citigroup Inc., 425 Park Avenue, 2nd Floor, New York, New York
10043.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on the 28th day of June,
2002.
CITIGROUP INC.
(Registrant)
By: /s/ Michael E. Schlein
--------------------------------
Michael E. Schlein
Head of Global Corporate Affairs
and Human Resources