Exhibit 99.03
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
Financial Statements and Supplemental Schedule
December 31, 2001
(With Independent Auditors' Report Thereon)
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
DECEMBER 31, 2001
Index
Page
----
Independent Auditors' Report 1
Financial Statements:
Statement of Net Assets Available for Plan Benefits
as of December 31, 2001 2
Statement of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 2001 3
Notes to Financial Statements 4
Supplemental Schedule *
Schedule H, Line 4i - Schedule of Assets (Held at End of Year) - December 31, 2001 14
* 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 statement of net assets available for plan
benefits of Citibuilder 401(k) Plan for Puerto Rico (the "Plan") as of December
31, 2001 and the related statement of changes in net assets available for plan
benefits for the year 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit 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 audit provides
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 Plan as
of December 31, 2001, and changes in net assets available for plan benefits for
the year then ended in conformity with accounting principles generally accepted
in the United States of America.
Our audit was 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) is presented for the purpose of additional analysis
and is not a required part of the basic financial statements, but is
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. This supplemental schedule is the responsibility of the
Plan's Administrator. The supplemental schedule has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is 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
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 2001
2001
----
ASSETS
Investments $ 997,566
Receivables:
Dividends 368
Employer Contributions 1,234,013
----------
Total Receivables 1,234,381
----------
TOTAL ASSETS 2,231,947
----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $2,231,947
==========
See accompanying notes to financial statements.
2
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31, 2001
2001
----
ADDITIONS TO NET ASSETS ATTRIBUTABLE TO:
Investment Activity:
Dividends $ 7,384
Interest 488
Net Appreciation in Fair Value of Investments (Note 3) (2,002)
----------
5,870
Less: Trustee/Administrative Expenses
(236)
----------
Net Investment Income 5,634
----------
Contributions:
Participant 997,370
Employer 1,234,013
----------
Total Contributions 2,231,383
TOTAL ADDITIONS 2,237,017
----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTABLE TO:
Distributions to Participants (5,070)
TOTAL DEDUCTIONS (5,070)
----------
Net Increase in Net Assets Available for Plan Benefits 2,231,947
----------
Net Assets Available for Plan Benefits
Beginning of Year --
----------
End of Year $2,231,947
==========
See accompanying notes to financial statements.
3
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
1. PLAN DESCRIPTION
The Citibuilder 401(k) Plan for Puerto Rico (the "Plan") commenced on
January 1, 2001. The following brief description of the Plan is provided
for general information purposes only. Participants should refer to the
Citibuilder 401(k) Plan for Puerto Rico Summary Plan Description for more
complete information. Citibank, N.A. (Puerto Rico), a subsidiary of
Citigroup Inc., is the Plan sponsor.
GENERAL
The Plan is a defined contribution plan designed to encourage savings on
the part of eligible employees. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
EMPLOYEE CONTRIBUTIONS
An eligible employee is defined as an employee of a Citigroup related
company, as defined in the summary plan description, residing and working
in Puerto Rico whose compensation is reported on a Form 499R-2/W-2PR wage
reporting statement issued by that contributing company. Each year,
eligible employees may elect to have a portion of their total
compensation, including overtime, reduced each pay period, in any 1%
increment, by an amount from 1% to 10% of their compensation up to
$8,000 as pre-tax contributions. Employee pre-tax contributions and
employer contributions (described below), as well as the earnings thereon,
are taxed to the participant at the time of distribution.
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 who had at least
one year of service, and earned an hourly rate of less than or equal
to $20 per hour during the year ended December 31, 2001.
4
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
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.
C. CITIBUILDER COMPANY CONTRIBUTIONS
Citigroup Inc. (the "Company") provides a contribution to the
Citigroup Stock Fund on behalf of eligible Citibank and Associates
participants as defined in the Summary Plan Description 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 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 company contribution.
----------------------------------------------------------------------------------------------
5
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Effective July 1, 2001, Salomon Smith Barney (SSB) employees working in
Puerto Rico began participating in the Plan. These participants received
the Special Company Contribution ("SCC") and the 5% discount, provided
they were otherwise eligible for such contributions as set forth in the
plan.
Effective January 1, 2002, due to a change in plan provisions, the new
company contribution, ("Company Match") replaced the SCC, the 5% discount,
and the company contribution.
If the participant is an eligible employee whose total compensation is
$100,000 or less, his or her maximum Company Match will be the lesser of
$1,500 or 3% of their total compensation, as shown on the following chart:
--------------------------------------------------------------------------------------------
CITIBUILDER 401(K) PLAN FOR PUERTO RICO COMPANY MATCH FOR 2002 TO BE CREDITED IN 2003
--------------------------------------------------------------------------------------------
If total compensation is: For each $1 contributed by the To a maximum of:
participant, the Company will
contribute:
--------------------------------------------------------------------------------------------
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 will be
Greater than $100,000 made
--------------------------------------------------------------------------------------------
VESTING
A participant becomes vested in the company contributions:
- Upon completion of five years of service. Once five years of service
have been attained, any company contribution made in a participant's
behalf will be immediately vested.
- If a participant reaches age 55, dies or becomes disabled while in
service.
- In the case of a full or partial termination of the Plan or complete
discontinuance of contributions under the Plan.
Once a participant is vested in his or her company contributions, those
contributions will be available for distribution or rollover once he or
she leaves the Company.
6
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Although it has not expressed any intention to do so, Citibank, N. A.
(Puerto Rico), a subsidiary of Citigroup Inc., the Plan sponsor, has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of 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.
INVESTMENTS
Banco Popular is the Trustee of the Plan. All contributions to the Plan
are held in a Trust Fund established under the Plan and, as of December
31, 2001, are invested in one or more of 21 investment funds. Company
contributions are made into the Citigroup Stock Fund. Participant
contributions are invested in the investment funds at the participants'
discretion in increments of 1%.
A participant may elect daily to change the allocation of future
participant contributions among the funds at any time.
ROLLOVER AND TRANSFER CONTRIBUTIONS
The Plan permits participants to have their interests in other Puerto Rico
qualified profit-sharing plans transferred to the Plan. However, rollovers
from an IRA are not permitted under Puerto Rico law. 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 $500, the maximum of which would
be 50% of the participant's 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. A one-time
non-deductible and non-refundable loan application fee is deducted from
the participant's Plan account at the time the loan is processed.
7
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
PAYMENT OF BENEFITS
Prior to termination of employment, a participant may withdraw, 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.
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.
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
may be paid in either shares of common stock or cash at the discretion of
the participant.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) ACCOUNTING METHOD
The financial statements of the Plan have been prepared on the
accrual basis of accounting.
(B) INVESTMENT VALUATION AND INCOME RECOGNITION
The shares of common stock held by the Citigroup Common Stock Fund
are valued at the last reported sale price on the New York Stock
Exchange. The shares of mutual and commingled funds are valued at
the net asset value per share as reported by the sponsor of the
mutual and commingled fund.
Short-term money market investments and participant loans are valued
at cost plus interest received, which approximates fair value.
Guaranteed investment contracts and guaranteed annuity contracts are
valued at cost, which approximates fair market value.
8
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
Purchases and sales of investments 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
accounting principles generally accepted in the United States of
America requires the Plan Administrator to make estimates and
assumptions that affect the reported amounts of assets, 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.
(E) MARKET RISK
The Plan provides for various investments in common stock,
short-term investments, mutual funds, commingled funds, investment
contracts, and other investments. 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 reasonably possible that
changes in the values of investment securities will occur in the
near term and that such changes could materially affect the amounts
reported in the statements of net assets available for benefits and
participant account balances.
(F) CREDIT RISK
The Plan's exposure to a concentration of credit risk is limited by
the diversification of investments across 21 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
Stock Fund, which invests in a single security.
9
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
3. INVESTMENTS
A summary of the Plan's investments as of December 31, 2001 is listed
below. Investments that represent more than 5% (or $49,878) of the Plan's
assets are separately identified:
2001
----
Investments at fair value as determined by quoted market prices:
Citigroup Common Stock 249,140
U.S. Government and Agency Obligations 3,197
Corporate Bonds 2,026
Foreign Bonds 122
Smith Barney Aggressive Growth Fund 179,319
Smith Barney Money Funds Inc. 63,316
Smith Barney Appreciation Fund 56,356
Smith Barney Large Cap Growth Fund 105,844
Smith Barney Large Cap Value Fund 101,816
Other Mutual and Commingled Funds 216,880
-------
978,016
-------
Investments at Contract Value
Short Term Investment Fund 1,842
Guaranteed Investment Contracts 17,708
-------
19,550
-------
Total Investments, at value 997,566
=======
10
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
During the year ended December 31, 2001, the Plan's investments (including
investments bought, sold and held during the year) appreciated in value by
$8,381 as follows:
2001
----
Citigroup Common stock $ 5,366
Mutual and commingled funds (7,336)
Bonds (32)
-------
$(2,002)
=======
4. NON - PARTICIPANT DIRECTED INVESTMENTS
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 Company Contribution, made five years
previously, lapses and that portion of 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 the changes
in the net assets relating to the non-participant directed investment is
as follows:
DECEMBER 31,
2001
----
Net Assets:
Employer Contributions Receivable $1,234,013
==========
YEAR ENDED DECEMBER 31,
2001
----
Change in Net Assets:
Employer Contributions $1,234,013
==========
11
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
5. FEDERAL INCOME TAX CONSEQUENCES
The Plan has applied for but has not yet received a qualification letter
from the Puerto Rico Department of Treasury stating that the Plan as
designed is in compliance with the applicable requirements of the Puerto
Rico Internal Revenue Code. The Plan Administrator and the Plan's Legal
Counsel believe that the Plan currently is designed and being operated in
compliance with the applicable requirements of the Puerto Rico Internal
Revenue Code, and that, therefore, the Plan qualifies as tax-exempt under
Section 1165(a) of the Puerto Rico Internal Revenue Code, and the related
trust continues to be tax-exempt as of December 31, 2001. Therefore, no
provision for income taxes is included in the Plan's financial statements.
6. RELATED PARTY TRANSACTIONS (PARTIES IN INTEREST)
Certain Plan investments are shares of stock issued by Citigroup.
Citibank, N.A. (Puerto Rico), a subsidiary of Citigroup, is the Plan
sponsor as defined by the Plan.
Certain Plan investments are shares of registered investment companies
(mutual 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"). State Street is the
custodian of the Plan's assets.
On April 4, 2000, the Company 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 January 1, 2001, CitiStreet began
managing the administration and recordkeeping for the plan.
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 and Citibuilder Puerto Rico shareholders later in
2002.
12
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
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.
13
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2001
MATURITY NUMBER MARKET VALUE
SECURITY DESCRIPTION RATE DATE OF SHARES COST 12/31/01
- -------------------- ---- ---- --------- ---- --------
STATE STREET BANK
*State Street Bank Short-Term Investment
Fund 2.390% 12/31/30 1,006 1,006 1,006
*State Street Bank Short-Term Investment
Fund 2.390% 12/31/30 836 836 836
-------------------------
1,842 1,842
=========================
COMMON STOCK
*Citigroup Inc. 4,935 167,721 249,140
-------------------------
167,721 249,140
=========================
U.S. GOVERNMENT AND AGENCY OBLIGATIONS
Federal Home Loan Banks 6.875% 07/18/02 25 26 38
Federal Home Loan Banks 6.145% 09/30/02 30 31 46
Federal Home Loan Banks 6.250% 08/13/04 38 39 59
Federal Home Loan Mortgage Corp. 5.750% 07/15/03 51 53 79
Federal National Mortgage Association 7.500% 02/25/29 47 49 73
Federal National Mortgage Association 6.000% 05/15/08 26 27 39
Federal National Mortgage Association 5.125% 02/13/04 70 72 106
Federal National Mortgage Association 6.375% 06/15/09 38 40 59
Federal National Mortgage Association 7.125% 03/15/07 59 64 96
Federal National Mortgage Association 7.000% 07/15/05 210 224 334
Federal National Mortgage Association 5.500% 02/15/06 211 222 140
Federal National Mortgage Association 7.500% 12/25/31 88 93 138
Federal National Mortgage Association 7.000% 12/25/31 59 62 89
Federal National Mortgage Association 6.500% 12/01/02 10 10 15
Federal National Mortgage Association 6.500% 11/01/12 3 3 4
Federal National Mortgage Association 6.500% 11/01/12 3 3 5
Federal National Mortgage Association 6.500% 08/01/12 1 1 1
United States Treasury Notes 6.250% 02/15/03 49 51 76
United States Treasury Notes 5.750% 08/15/03 141 145 217
United States Treasury Notes 7.875% 11/15/04 73 81 120
United States Treasury Notes 6.500% 10/15/06 38 40 61
United States Treasury Notes 6.625% 05/15/07 105 115 170
United States Treasury Notes 5.250% 05/15/04 117 120 180
United States Treasury Notes 6.500% 02/15/10 60 64 96
United States Treasury Notes 5.750% 08/15/10 63 66 97
United States Treasury Notes 4.750% 01/31/03 19 19 29
United States Treasury Bills - 03/21/02 526 524 830
-------------------------
2,244 3,197
=========================
CORPORATE BONDS
ABN AMRO Bank N.V. Chicago Branch 7.125% 06/18/07 23 24 35
ALCOA Inc 5.875% 06/01/06 12 12 18
AOL Time Warner Inc. 6.125% 04/15/06 24 24 36
AT&T Wireless Service Inc. 7.875% 03/01/11 15 16 24
Atlantic Richfield CO 5.900% 04/15/09 30 29 43
AXA Financial Inc. 7.750% 08/01/10 26 27 41
See Accompanying Independent Auditors Report.
14
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF 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 11 12 18
Bayerische Landes Bank 5.875% 12/01/08 24 24 325
Bellsouth Corp 5.000% 10/15/06 18 18 26
Boeing Capital Corporation 6.100% 03/01/11 12 12 17
Burlingtron Northern Santa Fe 7.125% 12/15/10 29 29 44
Conmcast Cable Communications 6.750% 01/30/11 18 18 27
Conagra Inc. 6.000% 09/15/06 30 30 45
Cox Enterprises Inc. 8.000% 02/15/07 18 19 29
Credit Swisse First Boston USA 6.125% 11/15/11 18 18 26
CSX Corp 6.250% 10/15/08 29 29 42
Dayton Hudson Credit Card Master 6.250% 08/25/05 19 19 28
Devon Fing Corp ULC 6.875% 09/30/11 15 15 22
Discover Card Master 5.300% 11/15/06 24 24 37
El Paso Energy Corp. 6.750% 05/15/09 15 14 21
El Paso National Gas Co 6.750% 11/15/03 15 15 23
Electronic Data 7.125% 10/15/09 26 26 40
EOP Oper Ltd Partnership 6.800% 01/15/09 26 26 39
ERAC USA Fin Co 8.000% 01/15/11 15 15 23
Fedex Corp 6.875% 02/15/06 23 23 34
Ford Motor Car Co 7.375% 10/28/09 16 17 24
General Electric Cap Corp 8.850% 04/01/05 20 22 33
General Motors Acceptance Corp 6.750% 01/15/06 11 12 17
Goldman Sachs Group Inc. 6.875% 01/15/11 12 12 18
Household Financial Corp 7.200% 07/15/06 26 28 41
International Business Machines 5.375% 02/01/09 23 21 33
Kellogg Co 6.000% 04/01/06 15 15 23
Kroger Co 8.050% 02/01/10 14 15 22
Lehman Brothers Holdings, Inc. 7.250% 10/15/03 15 16 24
Marsh and McLennan Cos Inc. 6.625% 06/15/04 26 26 40
MBNA Master Credit Card TRII 5.800% 12/15/05 23 23 35
Mellon Financial Co 6.000% 03/01/04 21 21 32
Morgan Stanley Group Inc. 6.100% 04/15/06 23 23 34
National Australia Bank Ltd 8.600% 05/19/10 25 28 42
Nomura Asset Securities Corp. 6.280% 03/17/28 21 22 33
Norwest Financial Inc. 5.625% 02/03/09 27 26 39
Pemex Fin Ltd 7.330% 05/15/12 23 23 35
Pfizer Inc. 3.625% 11/01/04 26 27 39
Phillip Pete Co 8.750% 05/25/10 29 34 49
Qwest Cap Fdg Inc 7.750% 08/15/06 15 16 23
Raytheon Corp. 6.450% 08/15/02 30 30 45
Sears Roebuck Accept Corp 6.560% 11/20/03 15 15 23
Sprint Cap Corp 7.625% 01/30/11 23 24 35
Toyota Motor Car Corp 5.500% 12/15/08 26 24 37
See Accompanying Independent Auditors Report.
15
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF 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 23 23 34
United Airlines 7.032% 10/01/10 12 12 18
US Airways 7.076% 09/20/22 16 16 23
Viacom Inc 7.700% 07/30/10 15 16 24
Wal Mart Stores Inc. 6.550% 08/10/04 26 28 41
Williams Holdings of Delaware 6.250% 02/01/06 18 18 26
Worldcom Inc. 7.375% 01/15/06 12 11 18
------------------
1,162 2,026
==================
FOREIGN BONDS
Inter American Development Bank 5.750% 02/26/08 21 21 32
Ontario Province Canada 7.375% 01/27/03 8 8 12
British Columbia Province Canada 5.375% 10/29/08 25 24 37
British Telecommunications 8.125% 12/15/10 11 12 18
United Mexican States 8.375% 01/14/11 15 16 23
------------------
81 122
==================
MUTUAL FUNDS
Conservative Focus Fund
*Bond Fund 8 99 150
*Daily Eafe SL Series A 2 18 25
*Daily Emerging Markets Series A 1 6 9
*Russell 2000 Index SL Fund 1 6 9
*S & P 500 Flagship Series A 1 43 62
Moderate Focus Fund
*Bond Fund 66 851 1,330
*Daily Eafe SL Series A 40 467 646
*Daily Emerging Markets Series A 23 151 230
*Russell 2000 Index SL Fund 10 155 227
*S & P 500 Flagship Series A 5 1,135 1,618
Aggressive Focus Fund
*Bond Fund 11 141 224
*Daily Eafe SL Series A 19 229 324
*Daily Emerging Markets Series A 11 75 116
*Russell 2000 Index SL Fund 5 77 114
*S & P 500 Flagship Series A 3 556 811
*Amvescap 500 Index Fund 970 20,769 31,171
*SSGA Russell 2000 Index SL Fund 1,270 19,815 29,434
*Salomon Brothers Investors Fund 717 13,991 20,783
*Salomon Brothers Service Funds Inc. 2,166 16,809 24,969
Smith Barney Large Cap Value 4,057 68,542 101,816
See Accompanying Independent Auditors Report.
16
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2001
MATURITY NUMBER OF MARKET VALUE
IDENTITY OF ISSUE RATE DATE SHARES COST 12/31/01
- ---------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS CONTINUED
*Smith Barney Income Fund 1,382 9,272 13,773
*Smith Barney Appreciation Fund 2,659 37,939 56,356
*Smith Barney Investment Funds Inc. 2,978 28,086 41,721
*Smith Barney Large Cap Growth Fund 3,406 71,254 105,844
*Smith Barney Aggressive Growth Fund 1,148 120,718 179,319
*Smith Barney Money Funds Inc. 63,316 63,316 63,316
*Smith Barney World Funds Inc. 905 12,218 18,150
Dimensional Investment Group Inc. 86 650 1,098
Dimensional Investment Group Inc. 737 6,775 9,931
Euro Pacific Growth Fund 223 6,377 9,473
Templeton Developing Markets 702 7,058 10,483
----------------------
507,598 723,531
======================
GUARANTEED INVESTMENT CONTRACTS**
AIG Life Companies 6.640% 01/01/2099 42 42 42
AIG Life Companies 6.557% 12/31/2002 97 97 97
AIG Life Companies 6.557% 01/01/2004 107 107 107
C.N.A. 6.551% 01/01/2099 82 82 82
CDC Capital 6.087% 01/01/2002 62 62 62
John Hancock 7.300% 10/01/2003 69 69 69
John Hancock 5.989% 01/02/2003 95 95 95
John Hancock 6.570% 07/01/2002 86 86 86
John Hancock 6.330% 01/02/2003 42 42 42
Mass Mutual 6.500% 12/01/2099 202 202 202
Metropolitan Life 5.923% 07/01/2002 142 142 142
Metropolitan Life 7.310% 07/05/2022 96 96 96
Metropolitan Life 5.800% 10/01/2002 31 31 31
Metropolitan Life 6.700% 07/01/2002 62 62 62
New York Life Insurance 6.741% 04/01/2002 43 43 43
New York Life Insurance 6.893% 12/31/2002 105 105 105
New York Life Insurance 6.663% 07/01/2002 106 106 106
Principal Mutual Life 6.206% 12/31/2002 27 27 27
Principal Mutual Life 6.490% 09/30/2002 85 85 85
*Travelers Life Insurance No. 14609A 6.070% 01/01/2099 19 19 19
*Travelers Life Insurance No. 16384 6.750% 01/01/2099 135 135 135
*Travelers Life Insurance No. 16569 6.034% 01/01/2099 68 68 68
*Travelers Life Insurance No. 16878 5.950% 12/31/2049 4,513 4,513 4,513
*Travelers Life Insurance No. 16878 6.379% 01/01/2099 6,244 6,244 6,244
*Travelers Life Insurance No. 16958 5.750% 01/01/2099 19 19 19
See Accompanying Independent Auditors Report.
17
CITIBUILDER 401(k) PLAN FOR PUERTO RICO
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF 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 730 730 730
*Travelers Life Insurance No. 17449 6.729% 01/01/2004 879 879 879
*Travelers Life Insurance No.17653 6.729% 03/01/2005 834 834 834
*Travelers Life Insurance No. GR8 6.110% 01/01/2099 2,689 2,689 2,689
-------- --------
17,708 17,708
======== ========
TOTAL $698,356 $997,566
======== ========
* Parties in interest exempt under ERISA Regulations. See note 6 to Financial
Statements.
** The interest rates of the guaranteed investment contracts range from 5.75% to
7.31%.
See Accompanying Independent Auditors Report.
18