Exhibit 99.02
CITIGROUP 401(k) PLAN
(Formerly the Travelers Group 401(k) Savings Plan)
Financial Statements and Supplemental Schedules
December 31, 2001 and 2000
(With Independent Auditors' Report Thereon)
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 2001 AND 2000
Index
Page
----
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
as of December 31, 2001 and 2000 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 2001 and 2000 3
Notes to Financial Statements 4
Supplemental Schedules *
Schedule I - Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 18
-December 31, 2001
Schedule II - Schedule H, Line 4j- Schedule of Reportable Transactions
-During the year ended December 31, 2001 23
* Schedules required by Form 5500 which are not applicable have not been
included.
INDEPENDENT AUDITORS' REPORT
To the Plans Administration Committee of
Citigroup Inc.:
We have audited the accompanying statements of net assets available for plan
benefits of Citigroup 401(k) Plan (formerly the Travelers Group 401(k) Savings
Plan) (the "Plan") as of December 31, 2001 and 2000, and the related statements
of changes in net assets available for plan benefits for the years then ended.
These financial statements are the responsibility of the Plan's Administrator.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by the Plan's Administrator, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the
Citigroup 401(k) Plan as of December 31, 2001 and 2000, and changes in net
assets available for plan benefits for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Supplemental Schedule H, Line
4i-Schedule of Assets (held at end of year) -- December 31, 2001 and Schedule H,
Line 4j-Schedule of Reportable Transactions during the year ended December 31,
2001 are presented for the purpose of additional analysis and are not a required
part of the basic financial statements, but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's Administrator. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements,
taken as a whole.
KPMG LLP
New York, New York
June 27, 2002
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
--------------- ---------------
ASSETS
Investments $11,395,989,112 $ 7,220,930,858
Receivables:
Employer Contributions 65,954,509 8,579,545
Employee Contributions 3,113,705 --
Receivable for Investments Sold but not Delivered 13,124,330 --
Dividends and Other 11,622,001 19,926,872
Due from European American Bank
Profit Sharing & Savings Plan 84,744,132 --
--------------- ---------------
Total Receivables 178,558,677 28,506,417
--------------- ---------------
TOTAL ASSETS 11,574,547,789 7,249,437,275
LIABILITIES
Administrative Fees Payable 2,340,629 2,955,624
--------------- ---------------
TOTAL LIABILITIES 2,340,629 2,955,624
--------------- ---------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $11,572,207,160 $ 7,246,481,651
=============== ===============
See accompanying notes to financial statements.
2
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
ADDITIONS/(REDUCTIONS) TO NET ASSETS ATTRIBUTABLE TO:
Investment Activity:
Dividends $ 101,566,373 $ 220,399,729
Interest 115,884,241 40,298,885
Net (Depreciation)/Appreciation in Fair Value of
Investments (Note 3)
(621,844,213) 480,618,155
---------------- ----------------
(404,393,599) 741,316,769
Less: Trustee/Administrative Expenses (6,860,409) (5,246,063)
---------------- ----------------
Net Investment (Loss)/Income (411,254,008) 736,070,706
---------------- ----------------
CONTRIBUTIONS:
Participant 351,715,336 287,166,918
Employer 49,811,598 13,234,848
---------------- ----------------
TOTAL CONTRIBUTIONS 401,526,934 300,401,766
---------------- ----------------
TOTAL ADDITIONS/(REDUCTIONS) (9,727,074) 1,036,472,472
DEDUCTIONS FROM NET ASSETS
ATTRIBUTABLE TO:
Distributions to Participants (518,429,820) (435,141,345)
---------------- ----------------
TOTAL DEDUCTIONS (518,429,820) (435,141,345)
---------------- ----------------
Net (Decrease)/Increase in Net Assets Available
for Plan Benefits (528,156,894) 601,331,127
Net Assets Available for Plan Benefits
Beginning of Year 7,246,481,651 6,645,150,524
Transfers in from other Plans 4,853,882,403 --
END OF YEAR $ 11,572,207,160 $ 7,246,481,651
================ ================
See accompanying notes to financial statements.
3
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(1) PLAN DESCRIPTION
The following brief description of the Citigroup 401(k) Plan (formerly the
Travelers Group 401(k) Savings Plan) (the "Plan") is provided for general
information purposes only. Participants should refer to the Citigroup
401(k) Plan Document for more complete information.
Effective January 1, 2001, AST Stock Plan, Inc. 401(k) Plan was merged
into the Travelers Group 401(k) Savings Plan in the amount of $394,297.
Effective July 1, 2001, the Travelers Group 401(k) Savings Plan was
renamed the Citigroup 401(k) Plan. Also effective July 1, 2001, the
following plans were merged into the Citigroup 401(k) Plan: Citibuilder
401(k) Plan, Associates Savings and Profit Sharing Plan, Savings and
Investment Plan for Associates of Wellspring Resources (part of
CitiStreet), CitiStreet's portion of the State Street Salary Savings Plan,
Geneva Companies 401(k) Savings Plan and Geneva Group Inc. Employee Stock
Ownership Plan in the amounts of $4,069,510,696, $619,643,848,
$10,283,683, $24,967,284, $10,584,595, and $27,409,194 respectively. The
Arcadia Financial Ltd. 401(k) Plan was merged into the Citigroup 401(k)
Plan effective October 1, 2001 in the amount of $6,344,674. Effective
December 31, 2001, the European American Bank Profit Sharing and Savings
Plan was merged into the Plan. Plan assets of $84,744,132 was received by
the Plan on January 3, 2002.
The Plan covers all eligible employees covered under the former Travelers
Group 401(k) Savings Plan, Citibuilder 401(k) Plan, Associates Savings and
Profit Sharing Plan, Savings and Investment Plan for Associates of
Wellspring Resources, State Street Salary Savings Plan, Geneva Companies
401(k) Savings Plan, Geneva Group Inc. Employee Stock Ownership Plan,
Arcadia Financial Ltd. 401(k) Plan, and AST Stock Plan, Inc. 401(k) Plan,
and eligible employees of subsidiaries and affiliates of Citigroup Inc.
(collectively, the "Company"). The Plan is administered by the Plans
Administration Committee of Citigroup Inc., and the Plan sponsor is
Citigroup Inc.
EMPLOYEE CONTRIBUTIONS
The Plan is a defined contribution plan designed to encourage savings on
the part of eligible employees. Eligible employees may elect to have a
portion of their regular pay, including overtime, reduced each pay period,
in any 1% increment, by an amount from 1% to 20% of their compensation
(subject to a statutory limitation of $10,500 for 2001 and 2000) as
pre-tax contributions.
4
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
EMPLOYER CONTRIBUTIONS
There are four types of employer contributions:
a. Special Company Contribution
For the plan year ended December 31, 2001 ("2001 Plan Year"), the Company
contributed, on behalf of each eligible participant, $350 for each
full-time eligible employee earning $40,000 or less per annum who was
employed by the Company at December 31, 2001 and had at least one year of
service. In addition, in the 2001 Plan Year, the Company contributed $175
for each part-time eligible employee employed by the Company as of
December 31, 2001 and had at least one year of service, who was eligible
to participate in the Plan on December 31, 2000, and earned an hourly rate
of less than or equal to $20/hour as of December 31, 2001. Employees of
Citibank, N.A., Citigroup Corporate (excluding the Citigroup Investment
Group), and the CitiStreet LLC Total Benefits Outsourcing ("TBO") and
Institutional Division ("ID") groups are not eligible for the Special
Company Contribution.
Citigroup employees earning more than $40,000 per annum were not eligible
to receive the Special Company Contribution. Additionally, employees
employed as retail financial consultants at a domestic office of Salomon
Smith Barney within the United States or the Commonwealth of Puerto Rico
were not eligible to receive the Special Company Contribution.
The Special Company Contribution ceased for Plan Years beginning on or
after January 1, 2002.
b. 5% Discount On Stock Funds
Citigroup makes contributions on behalf of eligible participants who elect
to have pre-tax contributions invested in the Citigroup Common Stock Fund
by having such contributions invested at a 5% discount from the fair value
of such stock ("Discount Contributions"). Employees of Citibank, Citigroup
Corporate (excluding the Citigroup Investment Group), and the CitiStreet
LLC TBO and ID groups are not eligible for the 5% discount.
Effective January 1, 2002, no further 5% discount is available for any
employee/participant.
5
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
c. Citibuilder Company Contribution
Citigroup provides a contribution to the Citigroup Common Stock Fund on
behalf of eligible participants as defined in the plan document on the
basis of their total compensation as defined by the Plan.
Participants credited with at least one year's service and employed on
December 31 of that year receive a Citibuilder Company Contribution as
shown on the following chart:
IF THEIR TOTAL COMPENSATION IS: % OF TOTAL COMPENSATION
------------------------------- -----------------------
Up to $49,999.99 3%
$50,000-$99,999.99 Up to 3%
For each $1 participants contribute, the
Company will contribute $1, up to 3% of their
total compensation.
$100,000-$249,999.99 Up to 2% (on total compensation of up to
$170,000). For each $1 participants
contribute, the Company will contribute 50
cents up to 2% of their total compensation.
$250,000 and above There is no Citibuilder Company Contribution.
Eligible employees for the Citibuilder Company Contribution are:
- Citibank or Citigroup Corporate (excluding Citigroup Investment
Group Division and its subsidiaries);
- Total Benefits Outsourcing Division of Citistreet LLC;
- Institutional Division of CitiStreet LLC; and
- Associates First Capital Corp. and Subsidiaries.
Effective January 1, 2002, due to a change in plan provisions, the new
company contribution ("Company Match") replaces the Special Company
Contribution, the 5% discount, and the Citibuilder Company Contribution.
6
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
If the participant is an eligible employee whose total compensation is
$100,000 or less, the maximum Company Match will be the lesser of $1,500
or 3% of the total compensation, as shown on the following chart:
CITIGROUP 401(k) PLAN COMPANY MATCH FOR 2002 TO BE CREDITED IN 2003
For each $1 contributed by the
participant, the Company will
If total compensation is: contribute: To a maximum of:
------------------------- ------------------------------ ----------------
The lesser of 3% of total
$0 to $50,000 $3 compensation or $1,500
annually
$50,000.01 - $75,000 $2
$75,000.01 - $100,000 $1
No matching contribution
Greater than $100,000 will be made
d. Aetna Supplemental Contribution
This company contribution is a supplement to the former Travelers Group
401(k) Savings and Pension Plans. The Aetna Supplemental Contribution was
set as a part of the April 2, 1996 merger agreement between Travelers
Property Casualty and Aetna Casualty & Surety Company. It provides a
fixed annual contribution into the former Travelers Group 401(k) Savings
Plan (by the Company) to all eligible employees.
Eligible employees are those employees who participated in the Retirement
Plan for Employees of Aetna Life & Casualty Company as of April 2, 1996,
and transferred from Aetna Casualty & Surety Company to Travelers Property
Casualty, and did not transfer back to Aetna prior to January 1, 1997.
Additionally, employees who were continuously employed by Aetna
immediately prior to and after April 2, 1996, and then transferred to
Travelers Property Casualty between April 3 and December 31, 1996, are
also eligible.
7
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
As soon as administratively possible following the end of each calendar year,
the Company contributes an amount determined in accordance with the point
formula to the 401(k) account of each eligible employee. The points that an
employee is entitled to are calculated as follows:
Annual Base Compensation and Bonus received as of April 2, 1996 (up to a
Maximum of $150,000).
X Point assignment based on age (on April 2, 1996) and years of service
through 12/31/97 as defined by the plan.
= Allocation points.
The value of an allocation point equals $4,000,000 divided by the sum of all
allocation points for all transferred employees.
The contribution amount for each eligible employee is fixed for each year the
employee remains actively employed. In the year an employee terminates
employment, retires, becomes disabled or dies, the contribution will be prorated
to reflect the number of full months worked. The Aetna Supplemental Contribution
is 100% vested upon deposit into the Citigroup 401(k) Plan.
VESTING
The rights of a participant to his or her contributions and any earnings thereon
are at all times fully vested and non-forfeitable. Prior to January 1, 1997,
matching employer contributions for Travelers participants of the Plan were
fully vested and non-forfeitable for those participants whose initial date of
employment was before January 1, 1993. For those Travelers participants whose
initial date of employment is on or after January 1, 1993, matching employer
contributions are 100% vested and non-forfeitable after five years of service.
Prior to January 1, 1999, matching employer contributions for participants who
were employees of Salomon Brothers Inc., a subsidiary of the former Travelers,
were immediately vested. With respect to employer contributions formerly
referred to as Guideline Benefit Contributions, participants vest 10% per year
after completing one year of eligible service with the Company. Commencing with
the fifth year of eligible service, the vesting percentage increases to 20% as
each subsequent year of eligible service is completed, so that participants
become fully vested after completion of seven years of eligible service.
8
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
The Special Company Contribution is fully vested upon deposit into the Plan.
The 5% discount on Stock Funds is fully vested upon deposit into the Plan.
Citibuilder Company Contributions are subject to a five-year vesting schedule
where contributions are 0% vested for four years and are 100% vested after five
years of service.
Exceptions to this five-year vesting schedule are:
- - Citibank employees as of December 31, 1998 who are fully vested.
- - Copelco employees as of May 16, 2000 who are fully vested.
- - CitiStreet ID employees as of December 31, 2000 who are fully vested
after one year of service.
- - CitiStreet TBO employees as of December 31, 2000 who are vested after
three years of service.
For the years ended December 31, 2001 and 2000, employer contributions were
reduced by approximately $11.6 million and $1.2 million, respectively, from
forfeitures.
Although it has not expressed any intention to do so, Citigroup has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"). In the event of Plan termination, either full or
partial, all amounts credited to the participants' accounts shall become 100%
vested and, therefore, will not be subject to forfeiture.
FUND TRANSFERS AND ALLOCATION OF CONTRIBUTIONS
Participants may elect to divide their contributions among the investment fund
options in whole increments divisible by 1%. Any before-tax contributions,
Special Company Contributions, and Supplemental Company Contributions, including
the 5% discount, which are invested in the Citigroup Common Stock Fund, may not
be transferred out of that fund during the calendar year in which it is
deposited into the participant's account.
Citibuilder Company Contributions made to the participant's account must stay in
the Citigroup Common Stock Fund for five plan years. After five plan years, the
restriction does not apply, and the participant can transfer the Citibuilder
contribution made five years earlier into any of the available investment
options at that time. The five-year restriction does not apply once the
participant reaches age 55.
9
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
A participant may elect to suspend his or her contributions, as soon as
administratively practicable, subject to the Plan's notice requirements. Such a
participant may thereafter resume contributions as of the first pay period after
completing an election, subject to the Plan's notice requirements. In addition,
a participant may change the rate of his or her contributions as of the first
pay period after making such an election subject to the Plan's notice
requirements.
A participant may elect daily to change the allocation of future contributions
among the funds at any time.
A participant may elect to transfer the value of his or her contributions in
whole increments of 1% to another investment fund or funds, subject to certain
restrictions.
INVESTMENTS
Plan assets are held in a Trust Fund established under the Plan and are invested
in one or more of 29 funds available for investment.
ROLLOVER AND TRANSFER CONTRIBUTIONS
The Plan permits participants to have their interests in other qualified
profit-sharing plans transferred to the Plan or to make rollover contributions
into the Plan from an individual retirement account (or similar arrangement).
Such transfers or rollovers to the Plan may only be made with the approval of
the Plan Administrator and do not affect any other contributions made by or on
behalf of a participant.
LOANS
Subject to the Plan's provisions and the requirements contained within ERISA and
the Internal Revenue Code of 1986, as amended (the "Code"), participants may
apply for a loan from the Plan at an annual interest rate equal to the prime
rate, as published in The Wall Street Journal for the first business day of the
month in which the loan application is initiated, plus one percent. Loans may be
made for a minimum amount of $1,000, up to a maximum of 50% of the participants
account balance up to $50,000, less the highest outstanding loan balance in the
last twelve months.
Loan repayments by participants who are employed by the Company are generally
made through after-tax payroll deductions.
10
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
WITHDRAWALS
Prior to termination of employment, a participant may withdraw daily,
subject to the Plan's notice requirements, all or a portion of the value
of his or her rollover contributions account, all or a portion of the
vested value of his or her account if the participant has attained age
59-1/2 or becomes totally and permanently disabled, or all or a portion of
the value of his or her contributions account in the event of demonstrated
financial hardship, subject to the Plan's provisions.
Withdrawals to which a participant is entitled are the amounts that can be
provided by the contributions and income thereon (including net realized
and unrealized investment gains and losses) allocated to each
participant's account. Withdrawals from the Citigroup Common Stock Fund,
the American Express Common Stock Fund, and the State Street Common Stock
Fund may be paid in either shares of common stock or cash at the
discretion of the participant. Fractional shares and withdrawals from
other funds are paid in cash. Participants' after-tax contributions and
earnings thereon are nonforfeitable and may be withdrawn at any time.
DISTRIBUTIONS
A participant, after leaving the Company, can have the total of his or her
account distributed in a lump-sum payment, or, if the vested account
balance is greater than $5,000, in installments or annuities.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) ACCOUNTING METHOD
The financial statements of the Plan have been prepared on the
accrual basis of accounting.
11
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(b) INVESTMENT VALUATION AND INCOME RECOGNITION
Plan investments are stated at fair value, except for short-term
money market investments and participant loans, which are valued at
cost plus interest received, which approximates fair value. Stocks
and bonds traded on national securities exchanges are valued at
their closing market prices. When no trades are reported, they are
valued at the most recent bid quotation; securities traded in the
over-the-counter market are valued at their last sale or bid price.
The shares of common stock held by the Citigroup Common Stock Fund,
the American Express Common Stock Fund, and the State Street Common
Stock Fund are valued at the last reported sale price on the New
York Stock Exchange for the last business day of the year. The
shares of the mutual and commingled funds are valued at the net
asset value per share as reported by the sponsor of the commingled
fund.
U.S. Government and Agency Obligations are valued based upon bid
quotations for identical or similar obligations. Guaranteed
investment contracts and guaranteed annuity contracts are currently
valued at cost, which approximates fair market value. The Universal
Life Insurance Contract is carried at contract value, which
approximates fair value as reported to the Plan by TransAmerica
Assurance Company.
Purchases and sales of securities are recorded on a trade date
basis. Interest income is recorded on the accrual basis. Dividends
are recorded on the ex-dividend date.
(c) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(d) USE OF ESTIMATES IN THE PREPARATION OF THE FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Plan Administrator to
make estimates and assumptions that affect the reported amounts of
assets and liabilities, changes therein, and disclosure of
contingent assets and liabilities at the date the financial
statements are prepared. Actual results could differ from those
estimates.
12
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(e) NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards Board issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging
Activities". This Statement became effective beginning January 1,
2001. The adoption of SFAS 133 did not have a material impact on the
financial statements of the Plan.
(f) MARKET RISK
The Plan offers a number of investment options including Citigroup
Common Stock, American Express Common Stock, Van Kampen Common Stock
and a variety of pooled investment funds, some of which are
registered investment companies. The investment funds include U.S.
equities, international equities, and fixed income securities.
Investment securities, in general, are exposed to various risks,
such as interest rate, credit, and overall market volatility risk.
Due to the level of risk associated with certain investment
securities, it is reasonable to expect that changes in the values of
investment securities will occur in the near term and that such
changes could materially affect participant account balances.
(g) CREDIT RISK
The Plan's exposure to a concentration of credit-risk is limited by
the diversification of investments across twenty-nine
participant-directed fund elections. Additionally, the investments
within each participant-directed fund election are further
diversified into varied financial instruments, with the exception of
the Citigroup Common Stock Fund, American Express Common Stock Fund
and Van Kampen Common Stock Fund which invest in securities of a
single issuer.
(3) INVESTMENTS
A summary of the Plan's investments as of December 31, 2001 and 2000 is
listed below. Investments that represent more than 5% of the Plan's assets
are separately identified.
13
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Investments at fair value as determined by
quoted market prices:
Citigroup Common Stock $ 5,429,834,737 $ 3,652,770,845
Other Common Stock 129,075,960 207,095,398
U.S. Government and Agency Obligations 116,414,293 --
Corporate Bonds 78,040,108 --
Foreign Bonds 5,474,575 --
Smith Barney Aggressive Growth Fund -- 399,135,884
S&P 500 Index Fund 849,845,507 --
SSGA S&P 500 Index Fund -- 366,497,115
Other Mutual and Commingled Funds 3,041,561,314 1,732,988,446
--------------- ---------------
9,650,246,494 6,358,487,688
--------------- ---------------
Investments at Contract Value
Short Term Investment Fund 54,736,805 14,726,002
Guaranteed Investment Contracts 1,453,967,382 714,672,407
Other Insurance Contracts 85,451 86,571
Participant Loans 236,952,980 132,958,190
--------------- ---------------
1,745,742,618 862,443,170
--------------- ---------------
Total Investments $11,395,989,112 $ 7,220,930,858
=============== ===============
The crediting rates for Guaranteed Investment contracts as of December 31, 2001
and December 31, 2000 ranged from 5.75% to 7.31% and from 6.11% to 7.35%
respectively.
During the years ended December 31, 2001 and 2000, the Plan's investments
(including investments bought, sold and held during the year) depreciated in
value by $622 million in 2001, and appreciated in value by $481 million in 2000
as follows:
2001 2000
---- ----
Common stock $(127,583,105) $ 625,508,015
Mutual and commingled funds (448,770,197) (144,889,860)
Bonds (45,490,911) --
------------- -------------
$(621,844,213) $ 480,618,155
============= =============
14
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(4) NON - PARTICIPANT DIRECTED INVESTMENTS
Citibuilder Company Contributions paid to the Plan on behalf of a
participant must stay in the Citigroup Common Stock Fund for five Plan
years. After five Plan years, the restriction on the Citibuilder Company
Contribution, made five years previously, lapses and that portion of
Citibuilder Company Contributions and its earnings can be transferred to
any of the available investment options.
This five-year restriction also lapses when the participant reaches age
55. Once a participant is vested in his or her company contributions, the
funds are available for distribution or rollover when he or she leaves
Citigroup.
Information about the net assets and significant components of changes in
net assets relating to the non-participant directed investment is as
follows:
DECEMBER 31,
---------------------
2001 2000
---- ----
Net Assets:
Common Stock $1,933,593,285 $892,450,030
============== ============
YEAR ENDED DECEMBER 31,
----------------------------
2001 2000
---- ----
Significant Changes in Net Assets:
Contributions $ 30,141,003 --
Investment Income $ 3,378,779 $171,800,520
Transfers In From Other Plans $1,045,757,594 --
Benefits Paid $ (38,134,121) $ (2,676,526)
15
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(5) TAX STATUS
The Internal Revenue Service has determined and informed the Plan by a
letter dated June 5, 2002, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
(6) RELATED PARTY TRANSACTIONS (PARTIES IN INTEREST)
Certain Plan investments are shares of stock issued by Citigroup Inc.
Citigroup Inc. is the Plan sponsor as defined by the Plan.
Certain Plan investments are shares of registered investment companies
(mutual funds, stock funds and investment contracts) that are valued by
Mutual Management Corporation, a subsidiary of Salomon Smith Barney
Holdings, Inc. and Salomon Brothers Asset Management, Inc. Both are
subsidiaries of Citigroup Inc.
Certain Plan investments are shares of commingled trust funds managed by
State Street Bank and Trust ("State Street"), and common stock issued by
State Street. State Street is the custodian of the Plan's assets.
Travelers Life and Annuity Company provides investment contracts for the
Plan. Travelers Life and Annuity Company is a wholly owned indirect
subsidiary of Citigroup.
At December 31, 2001, Citibank, N.A. was Trustee for the plan's
investments. Citibank, N.A. is an indirect wholly owned subsidiary of
Citigroup.
On April 4, 2000, Citigroup and State Street Corporation announced the
formation of CitiStreet LLC ("CitiStreet"), a joint venture. CitiStreet
provides administrative, outsourcing, investment management and investment
advisory services to the employee benefit plans of corporate, governmental
and other organizations. Effective July 2, 2001, CitiStreet began managing
the administration and recordkeeping for the Plan.
16
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(7) SUBSEQUENT EVENTS:
In March 2002, Travelers Property Casualty Corp. ("Travelers Property
Casualty") sold approximately 23 percent of its common stock in an initial
public offering (IPO). Of the remaining 77 percent of the Travelers
Property Casualty Common Stock, approximately 67 percent will be
distributed to Citigroup shareholders later in 2002.
On the date of distribution:
- A Travelers Property Casualty Common Stock Fund will be established
within the Citigroup 401(k) Plan to receive shares of Travelers
Property Casualty Common Stock that will be distributed in respect
of shares in the Citigroup Common Stock Fund.
- The market price of Citigroup Common Stock will be decreased to
reflect the market price of the Travelers shares that have been
distributed.
- A participant will be able to transfer funds out of the Travelers
Property Casualty Common Stock Fund but will not be able to make any
additional investments in the Fund.
- A separate Travelers Property Casualty Plan will be created.
Participation in this plan will be limited to continuing Travelers
Property Casualty employees and subsequent hires.
- Funds representing Travelers Property Casualty participant vested
and nonvested employee balances in the Citigroup 401(k) Plan will be
transferred to the new Travelers Property Casualty Plan.
17
SCHEDULE I
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
MATURITY NUMBER MARKET VALUE
IDENTITY OF ISSUE RATE DATE OF SHARES COST 12/31/01
------------------------------------------------------------------------------------------------------------------------------
STATE STREET BANK
*State Street Bank Short-Term Investment Fund 2.390% 12/31/30 54,135,802 54,135,802 54,135,802
*State Street Bank Short-Term Investment Fund 2.390% 12/31/30 601,003 601,003 601,003
------------- --------------
54,736,805 54,736,805
============= ==============
COMMON STOCK
*Citigroup Inc. 107,557,787 1,606,732,272 5,429,834,737
American Express Co. 3,259,544 26,084,142 116,333,125
*State Street Corporation 243,062 4,342,385 12,742,835
------------- --------------
1,637,158,799 5,558,910,697
============= ==============
U.S. GOVERNMENT AND AGENCY OBLIGATIONS
Federal Home Loan Banks 6.875% 07/18/02 1,649,975 1,696,125 1,690,173
Federal Home Loan Banks 6.145% 09/30/02 1,999,970 2,036,209 2,050,574
Federal Home Loan Banks 6.250% 08/13/04 2,499,962 2,582,761 2,648,366
Federal Home Loan Mortgage Corp. 5.750% 07/15/03 3,399,949 3,473,795 3,547,617
Federal National Mortgage Association 7.500% 02/25/29 3,126,896 3,238,291 3,274,493
Federal National Mortgage Association 6.000% 05/15/08 1,699,974 1,768,889 1,766,363
Federal National Mortgage Association 5.125% 02/13/04 4,599,930 4,725,744 4,757,306
Federal National Mortgage Association 6.375% 06/15/09 2,499,962 2,621,337 2,634,716
Federal National Mortgage Association 7.125% 03/15/07 3,899,941 4,223,688 4,295,403
Federal National Mortgage Association 7.000% 07/15/05 13,849,790 14,791,326 15,013,897
Federal National Mortgage Association 5.500% 02/15/06 13,974,789 14,704,960 14,398,442
Federal National Mortgage Association 7.500% 12/25/31 5,848,098 6,149,640 6,181,102
Federal National Mortgage Association 7.000% 12/25/31 3,913,232 4,086,270 3,982,272
Federal National Mortgage Association 6.500% 12/01/12 677,953 682,190 695,033
Federal National Mortgage Association 6.500% 11/01/12 190,317 191,507 195,112
Federal National Mortgage Association 6.500% 11/01/12 222,937 224,330 228,553
Federal National Mortgage Association 6.500% 08/01/12 21,173 21,332 21,724
United States Treasury Notes 6.250% 02/15/03 3,249,951 3,353,039 3,393,639
United States Treasury Notes 5.750% 08/15/03 9,299,859 9,572,844 9,740,045
United States Treasury Notes 7.875% 11/15/04 4,849,927 5,381,649 5,390,219
United States Treasury Notes 6.500% 10/15/06 2,499,962 2,654,412 2,718,689
United States Treasury Notes 6.625% 05/15/07 6,959,895 7,601,849 7,644,972
United States Treasury Notes 5.250% 05/15/04 7,749,883 7,935,361 8,080,435
United States Treasury Notes 6.500% 02/15/10 3,949,940 4,254,241 4,335,661
United States Treasury Notes 5.750% 08/15/10 4,149,937 4,354,329 4,353,502
United States Treasury Notes 4.750% 01/31/03 1,249,981 1,284,405 1,284,546
United States Treasury Bills 03/21/02 2,099,474 2,090,664 2,091,439
------------- --------------
115,701,187 116,414,293
============= ==============
CORPORATE BONDS
ABN Amro Bank N.V. Chicago Branch 7.125% 06/18/07 1,499,977 1,561,791 1,585,705
ALCOA Inc 5.875% 06/01/06 799,988 799,364 822,566
AOL Time Warner Inc. 6.125% 04/15/06 1,599,976 1,595,480 1,636,892
AT&T Wireless Service Inc. 7.875% 03/01/11 999,985 1,067,134 1,065,876
Atlantic Richfield CO 5.900% 04/15/09 1,949,970 1,917,738 1,945,082
AXA Financial Inc. 7.750% 08/01/10 1,699,974 1,807,974 1,849,372
See Accompanying Independent Auditors Report
18
SCHEDULE I
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
MATURITY NUMBER OF MARKET VALUE
IDENTITY OF ISSUE RATE DATE SHARES COST 12/31/01
-----------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS CONTINUED
Bank of America 7.125% 09/15/06 749,989 783,851 806,705
Bayerische Landes Bank 5.875% 12/01/08 1,599,976 1,553,896 1,605,611
Bellsouth Corp 5.000% 10/15/06 1,199,982 1,201,878 1,190,710
Boeing Capital Corporation 6.100% 03/01/11 799,988 779,676 776,287
Burlingtron Northern Santa Fe 7.125% 12/15/10 1,899,971 1,909,699 1,987,204
Conmcast Cable Communications 6.750% 01/30/11 1,199,982 1,175,214 1,204,653
Conagra Inc. 6.000% 09/15/06 1,999,970 1,992,090 2,042,435
Cox Enterprises Inc. 8.000% 02/15/07 1,199,982 1,254,082 1,288,987
Credit Swisse First Boston USA 6.125% 11/15/11 1,199,982 1,187,934 1,170,766
CSX Corp 6.250% 10/15/08 1,899,971 1,894,974 1,902,998
Dayton Hudson Credit Card Master 6.250% 08/25/05 1,224,981 1,253,226 1,255,977
Devon Fing Corp ULC 6.875% 09/30/11 999,985 996,325 974,598
Discover Card Master 5.300% 11/15/06 1,599,976 1,598,304 1,646,469
El Paso Energy Corp. 6.750% 05/15/09 974,985 932,632 942,531
El Paso National Gas Co 6.750% 11/15/03 999,985 1,018,455 1,030,907
Electronic Data 7.125% 10/15/09 1,699,974 1,728,993 1,796,605
EOP Oper Ltd Partnership 6.800% 01/15/09 1,749,974 1,719,804 1,745,954
ERAC USA Fin Co 8.000% 01/15/11 999,985 1,016,935 1,016,567
Fedex Corp 6.875% 2/15/061 1,499,977 1,516,012 1,548,176
Ford Motor Car Co 7.375% 10/28/09 1,074,984 1,121,015 1,061,302
General Electric Cap Corp 8.850% 04/01/05 1,324,980 1,479,910 1,505,313
General Motors Acceptance Corp 6.750% 01/15/06 749,989 764,838 759,606
Goldman Sachs Group Inc. 6.875% 01/15/11 799,988 797,324 824,558
Household Fin Corp 7.200% 07/15/06 1,749,974 1,825,222 1,861,294
International Business Machines 5.375% 02/01/09 1,499,977 1,417,269 1,464,087
Kellogg Co 6.000% 04/01/06 999,985 984,695 1,027,577
Kroger Co 8.050% 02/01/10 899,986 960,996 984,056
Lehman Brothers Holdings, Inc. 7.250% 10/15/03 999,985 1,043,254 1,061,546
Marsh and McLennan Cos Inc. 6.625% 06/15/04 1,699,974 1,744,514 1,794,480
MBNA Master Credit Card TRII 5.800% 12/15/05 1,499,977 1,524,817 1,552,930
Mellon Financial Co 6.000% 03/01/04 1,399,979 1,414,693 1,459,258
Morgan Stanley Group Inc. 6.100% 04/15/06 1,499,977 1,497,082 1,546,001
National Australia Bank Ltd 8.600% 05/19/10 1,649,975 1,846,471 1,885,628
Nomura Asset 6.280% 03/17/28 1,410,276 1,430,520 1,466,378
Norwest Financial Inc. 5.625% 02/03/09 1,799,973 1,688,500 1,762,629
Pemex Fin Ltd 7.330% 05/15/12 1,499,977 1,538,107 1,586,440
Pfizer Inc. 3.625% 11/01/04 1,749,974 1,765,321 1,743,729
Phillip Pete Co 8.750% 05/25/10 1,899,971 2,214,169 2,211,551
Qwest Cap Fdg Inc 7.750% 08/15/06 999,985 1,047,133 1,021,797
Raytheon Corp. 6.450% 08/15/02 1,999,970 2,012,510 2,039,975
Sears Roebuck Accept Corp 6.560% 11/20/03 999,985 1,017,135 1,040,367
Sprint Cap Corp 7.625% 01/30/11 1,499,977 1,571,106 1,573,210
Toyota Motor Car Corp 5.500% 12/15/08 1,699,974 1,600,917 1,655,185
See Accompanying Independent Auditors Report.
19
SCHEDULE I
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
MATURITY NUMBER OF MARKET VALUE
IDENTITY OF ISSUE RATE DATE SHARES COST 12/31/01
-----------------------------------------------------------------------------------------------------------------------------
CORPORATE BONDS CONTINUED
Tyco International Group SA 6.375% 02/15/06 1,499,977 1,504,597 1,529,201
United Airlines 7.032% 10/01/10 809,973 819,742 790,836
US Airways 7.076% 09/20/22 1,058,145 1,048,971 1,025,600
Viacom Inc 7.700% 07/30/10 999,985 1,054,516 1,088,716
Wal Mart Stores Inc. 6.550% 08/10/04 1,749,974 1,819,505 1,864,392
Williams Holdings of Delaware 6.250% 02/01/06 1,199,982 1,174,566 1,181,626
Worldcom Inc. 7.375% 01/15/06 799,988 814,788 831,206
----------- -----------
76,807,664 78,040,108
=========== ===========
FOREIGN BONDS
Inter American Development Bank 5.750% 02/26/08 1,399,979 1,388,317 1,441,226
Ontario Province Canada 7.375% 01/27/03 499,992 520,392 526,233
British Columbia Province Canada 5.375% 10/29/08 1,649,975 1,580,148 1,643,512
British Telecommunications 8.125% 12/15/10 749,989 791,238 828,627
United Mexican States 8.375% 01/14/11 999,985 1,038,984 1,034,977
----------- -----------
5,319,079 5,474,575
=========== ===========
MUTUAL FUNDS
Conservative Focus Fund
*Bond Fund 380,643 4,926,079 5,104,765
*Daily Eafe SL Series A 79,922 888,941 836,674
*Daily Emerging Markets Series A 44,388 288,818 299,128
*Russell 2000 Index SL Fund 19,593 293,550 294,447
*S & P 500 Flagship Series A 10,548 2,162,522 2,097,547
Moderate Focus Fund
*Bond Fund 4,432,064 56,916,643 59,437,967
*Daily Eafe SL Series A 2,652,845 31,252,195 28,854,784
*Daily Emerging Markets Series A 1,524,731 10,131,140 10,275,087
*Russell 2000 Index SL Fund 674,832 10,357,998 10,141,304
*S & P 500 Flagship Series A 363,740 75,931,508 72,327,595
Aggressive Focus Fund
*Bond Fund 421,835 5,434,897 5,657,151
*Daily Eafe SL Series A 750,391 8,811,135 8,161,888
*Daily Emerging Markets Series A 433,284 2,875,075 2,919,856
*Russell 2000 Index SL Fund 190,958 2,951,726 2,869,678
*S & P 500 Flagship Series A 102,807 21,442,187 20,442,484
*Amvescap 500 Index Fund 42,009,741 899,764,644 849,845,507
*SSGA Russell 2000 Index Fund 16,207,390 252,853,076 243,554,308
*Salomon Bros Investors Fund 2,715,744 553,016,645 51,428,996
*Salomon Bros Service Funds Inc. 3,119,399 24,205,641 23,417,988
*Smith Barney Investor Funds Inc. 8,524,575 880,390,878 881,140,587
See Accompanying Independent Auditors Report.
20
SCHEDULE I
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
MATURITY NUMBER OF MARKET VALUE
IDENTITY OF ISSUE RATE DATE SHARES COST 12/31/01
-------------------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS CONTINUED
Dimensional International Group Inc. 1,268,453 9,549,155 9,538,317
*Smith Barney Large Cap Growth Fund 7,886,383 165,002,810 159,304,929
*Smith Barney Large Cap Value Fund 10,159,753 171,637,545 161,438,468
*Smith Barney Aggressive Growth 5,612,558 590,056,327 544,799,300
*Smith Barney Money Funds, Inc. 407,484,283 407,484,283 407,484,283
*Smith Barney World Funds Inc. 6,561,023 88,618,870 84,105,773
*Smith Barney Income Funds 4,322,547 28,990,323 28,437,683
*Smith Barney Appreciation Fund 27,309,509 389,671,547 373,574,101
Dimensional Investment Group Inc. 10,822,098 99,490,757 86,248,064
Euro Pacific Growth Fund 4,197,732 120,195,020 112,789,573
Templeton Developing Markets 2,035,229 20,462,334 20,104,518
Van Kampen American Cap Emerging 4,728,122 231,005,937 200,094,130
Van Kampen American Cap Enterprise 3,787,428 53,191,469 50,789,408
Van Kampen American Cap Comstock 1,069,702 18,840,147 16,772,923
Van Kampen American Cap Government Services 359,769 3,616,839 3,680,435
*Salomon Brothers Cap Fund Inc. 4,232,626 111,123,714 106,938,672
*Salomon Brothers Service Funds Inc. 46,296,262 46,231,777 46,198,503
--------------- ----------------
5,400,064,152 3,891,406,821
=============== ================
GUARANTEED INVESTMENT CONTRACTS***
AIG Life Companies 6.640% 01/01/2099 3,458,533 3,458,533 3,458,533
AIG Life Companies 6.557% 12/31/2002 7,944,854 7,944,854 7,944,854
AIG Life Companies 6.557% 01/01/2004 8,749,272 8,749,272 8,749,272
C.N.A. 6.551% 01/01/2099 6,717,510 6,717,510 6,717,510
CDC Capital 6.087% 01/01/2002 5,126,040 5,126,040 5,126,040
John Hancock 7.300% 10/01/2003 5,635,072 5,635,072 5,635,072
John Hancock 5.989% 01/02/2003 7,790,378 7,790,378 7,790,378
John Hancock 6.570% 07/01/2002 7,059,119 7,059,119 7,059,119
John Hancock 6.330% 01/02/2003 3,417,484 3,417,484 3,417,484
Mass Mutual 6.500% 12/01/2099 16,555,627 16,555,627 16,555,627
Metropolitan Life 5.923% 07/01/2002 11,648,455 11,648,455 11,648,455
Metropolitan Life 7.310% 07/05/2022 7,911,241 7,911,241 7,911,241
Metropolitan Life 5.800% 10/01/2002 2,531,814 2,531,814 2,531,814
Metropolitan Life 6.700% 07/01/2002 5,090,175 5,090,175 5,090,175
New York Life Insurance 6.741% 04/01/2002 3,496,765 3,496,765 3,496,765
New York Life Insurance 6.893% 12/31/2002 8,615,086 8,615,086 8,615,086
New York Life Insurance 6.663% 07/01/2002 8,701,047 8,701,047 8,701,047
Principal Mutual Life 6.206% 12/31/2002 2,252,572 2,252,572 2,252,572
Principal Mutual Life 6.490% 09/30/2002 6,947,868 6,947,868 6,947,868
*Travelers Life Insurance No. 14609A 6.070% 01/01/2099 1,596,899 1,596,899 1,596,899
*Travelers Life Insurance No. 16384 6.750% 01/01/2099 11,073,616 11,073,616 11,073,616
*Travelers Life Insurance No. 16569 6.034% 01/01/2099 5,577,535 5,577,535 5,577,535
*Travelers Life Insurance No. 16878 5.950% 12/31/2049 370,548,774 370,548,774 370,548,774
*Travelers Life Insurance No. 16878 6.379% 01/01/2099 512,637,632 512,637,632 512,637,632
*Travelers Life Insurance No. 16958 5.750% 01/01/2099 1,565,789 1,565,789 1,565,789
See Accompanying Independent Auditors Report.
21
SCHEDULE I
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2001
MATURITY NUMBER OF MARKET VALUE
IDENTITY OF ISSUE RATE DATE SHARES COST 12/31/01
- ----------------------------------------------------------------------------------------------------------------------------
GUARANTEED INVESTMENT CONTRACTS CONTINUED
*Travelers Life Insurance No. 17104 6.750% 01/01/2099 59,931,297 59,931,297 59,931,297
*Travelers Life Insurance No. 17449 6.729% 01/01/2004 72,146,379 72,146,379 72,146,379
*Travelers Life Insurance No. 17653 6.729% 03/01/2005 68,488,377 68,488,377 68,488,377
*Travelers Life Insurance No. GR8 6.110% 01/01/2099 220,752,172 220,752,172 220,752,172
--------------- ----------------
1,453,967,382 1,453,967,382
=============== ================
Universal Life Insurance Contract 85,451 85,451 85,451
--------------- ----------------
*Participant Loans ** 27,726 Loans. 6.0% to 7.8%
interest. 236,952,980 236,952,980
--------------- ----------------
TOTAL $7,680,793,516 $11,395,989,112
--------------- ----------------
* Parties in interest exempt under ERISA Regulations. See note 6 to
Financial Statements.
** The interest rate on loans to participants equals one percentage point
above the Prime Rate Published in the Wall Street Journal for the first
business day of the month in which the loan application is received.
*** The interest rates of the guaranteed investment contracts range from 5.75%
to 7.31%.
See Accompanying Independent Auditors Report
22
SCHEDULE II
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
DURING THE YEAR ENDED DECEMBER 31, 2001
A. Series of Transactions With Respect to Securities of the Same Issue
Aggregating over 5% (or $362,324,083) of Current Value (or $7,246,481,651)
of Plan Assets at the Beginning of the Year:
PURCHASE SELLING EXPENSE WITH COST NET GAIN
PRICE PRICE TRADE OF ASSET (LOSS)
- --------------------------------------------------------------------------------------------------------------------------
Merged Stable Pool 1,430,153,319 1,430,153,319
80,591,756 0 79,492,747 1,099,009
No. Of Transactions 53 66
- --------------------------------------------------------------------------------------------------------------------------
Citigroup Stock Fund 662,197,398 662,197,398
1,086,310,591 0 1,055,297,338 31,013,253
No. Of Transactions 14 132
- --------------------------------------------------------------------------------------------------------------------------
23
SCHEDULE II
CITIGROUP 401(k) PLAN
(FORMERLY THE TRAVELERS GROUP 401(k) SAVINGS PLAN)
SCHEDULE H, LINE 4j - SCHEDULE OF REPORTABLE TRANSACTIONS
DURING THE YEAR ENDED DECEMBER 31, 2001
B. Transactions with Same Person involved in an individual transaction
aggregating over 5% (or $362,324,083) of Current Value (or $7,246,481,651)
of Plan Assets at the Beginning of the Year: NONE
C. Single Transactions 5% (or $362,324,083) of Current Value (or
$7,246,481,651) of Plan Assets at the Beginning of the Year:
PURCHASE SELLING EXPENSE WITH COST NET GAIN
PRICE PRICE TRADE OF ASSET (LOSS)
- ------------------------------------------------------------------------------------------------------------------
Citigroup Stock Fund 0 0
914,983,740 0 914,983,740 0
No. Of Transactions 0 1
- ------------------------------------------------------------------------------------------------------------------
Merged Stable Pool 0 0
582,908,148 0 582,908,148 0
No. Of Transactions 0 1
- ------------------------------------------------------------------------------------------------------------------
Merged Stable Pool 0 0
738,022,858 0 738,022,858 0
No. Of Transactions 0 1
- ------------------------------------------------------------------------------------------------------------------
Invesco Index 500 CEBT 0 0
888,850,692 0 888,850,692 0
No. Of Transactions 0 1
- ------------------------------------------------------------------------------------------------------------------
24