AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 28, 2005
REGISTRATION NO. 333-125845-01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
<Table>
CITIGROUP INC. DELAWARE 52-1568099
(EXACT NAME OF REGISTRANT AS (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
SPECIFIED IN ITS CHARTER) INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBERS)
</Table>
399 PARK AVENUE
NEW YORK, NY 10043
(212) 559-1000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN R. DYE, ESQ.
GENERAL COUNSEL-CAPITAL MARKETS
CITIGROUP INC.
399 PARK AVENUE
NEW YORK, NY 10043
(212) 559-1000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPY TO:
JEFFREY D. KARPF, ESQ.
CLEARY GOTTLIEB STEEN & HAMILTON LLP
ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10006
(212) 225-2000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: At such time (from time to time) after the effective date of this
Registration Statement as determined by market conditions.
------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
------------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
------------------------
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
------------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
The securities covered by this registration statement have previously been
registered under the Securities Act. Registration fees have been paid with
respect to all such securities in accordance with Rule 457(o) and Section 6(b)
of the Securities Act. This registration statement is registering the offer and
sale of the guarantees by subsidiaries of the registrant in market-making
transactions. No separate fee is payable with respect to the guarantees covered
by this registration statement in accordance with Rules 457(n) and (q) and
Section 6(b) of the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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- --------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED JUNE 28, 2005
PROSPECTUS
CITIGROUP INC.
UNCONDITIONAL GUARANTEE AS TO PAYMENT
TO THE EXTENT SET FORTH HEREIN
OF THE FOLLOWING SECURITIES ISSUED OR GUARANTEED BY
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
AND ITS CORPORATE PREDECESSORS
SALOMON INC
All outstanding Medium-Term Notes, Series C
All outstanding Medium-Term Notes, Series D
All outstanding Medium-Term Notes, Series G
6.75% Senior Notes due January 15, 2006
SMITH BARNEY HOLDINGS INC.
All outstanding Medium-Term Notes, Series H
7.125% Senior Notes due October 1, 2006
7.375% Senior Notes due May 15, 2007
(continued on next page)
------------------------
Neither the Securities and Exchange Commission nor any state securities or
insurance commission has approved or disapproved of these guarantees or
determined if this prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
------------------------
These guarantees are not deposits or savings accounts but are unsecured
obligations of Citigroup Inc. and are not insured by the Federal Deposit
Insurance Corporation or any other governmental agency or instrumentality.
One or more broker-dealer subsidiaries of Citigroup Inc., including
Citigroup Global Markets Inc., expect to offer and sell the outstanding
securities as part of their business, and may act as a principal or agent in
such transactions. These broker-dealer subsidiaries may use this prospectus in
connection with these activities.
CITIGROUP
June , 2005
(CONTINUED FROM COVER)
SALOMON SMITH BARNEY HOLDINGS INC.
All outstanding Medium-Term Notes, Series H
All outstanding Medium-Term Notes, Series K
All outstanding Medium-Term Notes, Series M
6.5% Senior Notes due February 15, 2008
5.875% Senior Notes due March 15, 2006
Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index due August
1, 2005
Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index due
December 30, 2005
Callable Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index
due June 30, 2006
Callable Equity Linked Notes Based Upon the TheStreet.com Internet Sector Index
due May 28, 2006
Forward Contract with respect to the Common Stock of Bank One Corporation due
August 2005
Guarantee of TARGETS Trust XVI Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Bank One Corporation due
August 2005
Forward Contract with respect to the Common Stock of Amgen Inc. due November
2007
Guarantee of TARGETS Trust XVII Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Amgen Inc. due November 2007
Forward Contract with respect to the Common Stock of Dell Computer Corporation
due February 2006
Guarantee of TARGETS Trust XVIII Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Dell Computer Corporation due
February 2006
CITIGROUP GLOBAL MARKETS HOLDINGS INC.
All outstanding Medium-Term Notes, Series A
All outstanding Medium-Term Notes, Series C
All outstanding Medium-Term Notes, Series D
All outstanding Medium-Term Notes, Series F
All outstanding Medium-Term Notes, Series K
Principal-Protected Equity Linked Notes Based Upon a Group of Asian Currencies
due April 28, 2008
Principal-Protected Equity Linked Notes Based Upon the Nasdaq-100 Index due
September 28, 2009
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Global Titans
due October 29, 2009
Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index due October
29, 2009
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Industrial
Average due December 29, 2009
Principal-Protected Equity Linked Notes Based Upon the S&P 500 Index due January
28, 2010
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Industrial
Average due August 25, 2010
Principal-Protected Equity Linked Notes Based Upon the Dow Jones Global Titans
due October 28, 2010
8% SEQUINS Based Upon the Common Stock of Texas Instruments Incorporated due
July 25, 2005
8% SEQUINS Based Upon the Common Stock of Motorola Inc. due August 1, 2005
8% SEQUINS Based Upon the Common Stock of Apple Computer Inc. due October 28,
2005
7.50% SEQUINS Based Upon the Common Stock of InterActiveCorp due April 3, 2006
7.25% SEQUINS Based Upon the Common Stock of Altria Group, Inc. due June 1, 2006
SynDECS Variable Rate Exchangeable Notes (Subject to exchange into shares of
common stock of Regency Centers Corporation) due July 1, 2006
SynDECS Variable Rate Exchangeable Notes (Subject to exchange into American
Depositary Shares of The News Corporation Limited) due April 6, 2009
Stock Market Upturn Notes Based Upon the S&P 500 Index due February 28, 2006
Stock Market Upturn Notes Based Upon the Nasdaq-100 Index due November 27, 2006
Stock Market Upturn Notes Based Upon the Dow Jones Industrial Average due
November 3, 2006
Stock Market Upturn Notes Based Upon the Dow Jones Industrial Average due
November 29, 2006
10% ELKS Based Upon the Common Stock of Yahoo! Inc. due June 30, 2005
7.5% ELKS Based Upon the Common Stock of Genentech, Inc. due August 30, 2005
8% ELKS Based Upon the Common Stock of Texas Instruments, Inc. due February 6,
2006
8.5% ELKS Based Upon the Common Stock of Freeport-McMoran Copper & Gold Inc. due
May 1, 2006
Index LASERS Based Upon the Dow Jones Industrial Average due March 26, 2008
Index LASERS Based Upon the Nikkei 225 Index due June 19, 2008
Index LASERS Based Upon the Dow Jones EURO STOXX 50 Index due March 30, 2009
Enhanced Income Strategy Principal-Protected Notes due November 4, 2008
Enhanced Income Strategy Principal-Protected Notes due February 26, 2009
Enhanced Income Strategy Principal-Protected Notes due November 27, 2009
Enhanced Income Strategy Principal-Protected Notes due February 26, 2010
Enhanced Income Strategy Principal-Protected Notes due May 5, 2010
Enhanced Income Strategy Principal-Protected Notes due May 26, 2010
Enhanced Income Strategy Principal-Protected Notes due August 27, 2010
Enhanced Income Strategy Principal-Protected Notes due November 29, 2010
REIT Enhanced Income Strategy Principal-Protected Notes due April 4, 2011
Index Linked Notes Based Upon the 2005-2 Dynamic Portfolio Index/DowJones-AIG
Commodity Index Total Return due March 3, 2011
PACERS Based Upon the Common Stock of JPMorgan Chase & Co. due November 29, 2007
Forward Contract with respect to the Common Stock of Time Warner Inc. due
November 2006
Guarantee of TARGETS Trust XIX Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Time Warner Inc. due November
2006
Forward Contract with respect to the Common Stock of Cisco Systems, Inc. due
February 2007
Guarantee of TARGETS Trust XX Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Cisco Systems, Inc. due
February 2007
Forward Contract with respect to the Common Stock of Alcoa Inc. due May 2007
Guarantee of TARGETS Trust XXI Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Alcoa Inc. due May 2007
Forward Contract with respect to American Depositary Receipts representing
ordinary shares of Nokia Corporation due August 2007
Guarantee of TARGETS Trust XXII Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to American Depositary Receipts representing
ordinary shares of Nokia Corporation due August 2007
Forward Contract with respect to the Common Stock of Newmont Mining Corporation
due November 2007
Guarantee of TARGETS Trust XXIII Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Newmont Mining Corporation
due November 2007
Forward Contract with respect to the Common Stock of Intel Corporation due
February 2008
Guarantee of TARGETS Trust XXIV Targeted Growth Enhanced Terms Securities
(TARGETS) with respect to the Common Stock of Intel Corporation due
February 2008
---------------------
The outstanding securities listed above and the guarantees of the
outstanding securities by Citigroup Inc. offered by this prospectus have been
registered under the Securities Act of 1933.
Citigroup Inc. has guaranteed the payments due under the outstanding
securities listed above to the extent set forth herein.
TABLE OF CONTENTS
<Table>
CITIGROUP INC. ............................................. 1
RATIO OF INCOME TO FIXED CHARGES AND RATIO OF INCOME TO
COMBINED FIXED CHARGES INCLUDING PREFERRED STOCK
DIVIDENDS................................................. 1
USE OF PROCEEDS............................................. 1
DESCRIPTION OF THE GUARANTEES............................... 2
DESCRIPTION OF THE OUTSTANDING SECURITIES................... 2
MARKET-MAKING ACTIVITIES.................................... 4
LEGAL MATTERS............................................... 4
EXPERTS..................................................... 4
WHERE YOU CAN FIND MORE INFORMATION......................... 4
</Table>
i
CITIGROUP INC.
Citigroup Inc. is a diversified global financial services holding company
whose businesses provide a broad range of financial services to consumer and
corporate customers with some 200 million customer accounts doing business in
more than 100 countries. Citigroup's activities are conducted through the Global
Consumer, Corporate and Investment Banking, Global Wealth Management, Asset
Management, and Alternative Investments business segments.
Citigroup is a holding company and services its obligations primarily with
dividends and advances that it receives from subsidiaries. Citigroup's
subsidiaries that operate in the banking, insurance and securities business can
only pay dividends if they are in compliance with the applicable regulatory
requirements imposed on them by federal and state bank regulatory authorities,
state insurance departments and securities regulators. Citigroup's subsidiaries
may be party to credit agreements that also may restrict their ability to pay
dividends. Citigroup currently believes that none of these regulatory or
contractual restrictions on the ability of its subsidiaries to pay dividends
will affect Citigroup's ability to service its own debt. Citigroup must also
maintain the required capital levels of a bank holding company before it may pay
dividends on its stock. Each of Citigroup's major operating subsidiaries
finances its operations on a stand-alone basis consistent with its
capitalization and ratings.
Under longstanding policy of The Board of Governors of the Federal Reserve
System, a bank holding company is expected to act as a source of financial
strength for its subsidiary banks and to commit resources to support such banks.
As a result of that policy, Citigroup may be required to commit resources to its
subsidiary banks.
The principal office of Citigroup is located at 399 Park Avenue, New York,
NY 10043, and its telephone number is (212) 559-1000.
RATIO OF INCOME TO FIXED CHARGES AND
RATIO OF INCOME TO COMBINED FIXED CHARGES
INCLUDING PREFERRED STOCK DIVIDENDS
The following table shows (1) the consolidated ratio of income to fixed
charges and (2) the consolidated ratio of income to combined fixed charges
including preferred stock dividends of Citigroup for the three months ended
March 31, 2005 and each of the five most recent fiscal years.
<Table>
<Caption>
THREE MONTHS YEAR ENDED DECEMBER 31,
ENDED -------------------------------------
MARCH 31, 2005 2004 2003 2002 2001 2000
-------------- ----- ----- ----- ----- -----
Ratio of income to fixed charges
(excluding interest on
deposits)...................... 2.67x 2.68x 3.38x 2.52x 1.95x 1.78x
Ratio of income to fixed charges
(including interest on
deposits)...................... 2.04x 2.02x 2.45x 1.92x 1.60x 1.50x
Ratio of income to combined fixed
charges including preferred
stock dividends (excluding
interest on deposits).......... 2.66x 2.66x 3.34x 2.50x 1.93x 1.77x
Ratio of income to combined fixed
charges including preferred
stock dividends (including
interest on deposits).......... 2.03x 2.01x 2.43x 1.90x 1.59x 1.49x
</Table>
USE OF PROCEEDS
Citigroup will not receive any of the proceeds from the sale of the
outstanding securities. All offers and sales of outstanding securities pursuant
to this prospectus and the accompanying prospectus, prospectus supplement and
pricing supplement, if applicable, will be for the accounts of the broker-dealer
subsidiaries of Citigroup in connection with market-making transactions.
DESCRIPTION OF THE GUARANTEES
The payments due under the outstanding securities issued or guaranteed by
Citigroup Global Markets Holdings and its corporate predecessors listed in this
prospectus are fully and unconditionally guaranteed by Citigroup. If for any
reason Citigroup Global Markets Holdings does not make any required payment in
respect of the outstanding securities when due, Citigroup will cause the payment
to be made at the same address at which Citigroup Global Markets Holdings is
obligated to make such payment. The holder of a guaranteed security will be
entitled to payment under the relevant guarantee of Citigroup without taking any
action whatsoever against Citigroup Global Markets Holdings. Citigroup's
obligations under its guarantee contained in each indenture and guarantee
agreement identified below in "Description of the Outstanding Securities" are
unconditional, irrespective of: (i) any extension, amendment, modification or
renewal of the outstanding securities; (ii) any waiver of any event of default,
extension of time or failure to enforce any of the outstanding securities; or
(iii) any extension, moratorium or other relief granted to Citigroup Global
Markets Holdings pursuant to any applicable law or statute.
Citigroup's guarantee of the payments due under the outstanding securities
listed in this prospectus will be an unsecured and unsubordinated obligation
which will rank equally with all of Citigroup's other unsecured and
unsubordinated obligations.
Each guarantee is included as part of the indenture or guarantee agreement
under which the related outstanding securities were issued. Holders of any of
the outstanding securities may inspect a copy of such indenture or guarantee
agreement at the office of the trustee for such outstanding securities during
normal business hours and copies of such indenture or guarantee agreement may be
obtained from Citigroup, Citigroup Global Markets Holdings or the relevant
trustee.
DESCRIPTION OF THE OUTSTANDING SECURITIES
The outstanding securities listed in this prospectus were issued under one
of the following indentures and guarantee agreements, including any amendments
or supplements thereto:
- Indenture regarding senior debt securities, dated as of December 1, 1988,
between Citigroup Global Markets Holdings Inc. (successor-in-interest to
Salomon Inc) and JPMorgan Chase Bank, N.A. (successor-in-interest to
Citibank, N.A.), as Trustee.
- Indenture regarding senior debt securities, dated as of October 27, 1993,
between Citigroup Global Markets Holdings Inc. (successor-in-interest to
Salomon Inc) and The Bank of New York, as Trustee.
- Indenture regarding senior debt securities, dated as of January 18, 1994,
between Citigroup Global Markets Holdings Inc. (successor-in-interest to
Salomon Inc) and JPMorgan Chase Bank, N.A. (successor-in-interest to The
Chase Manhattan Bank), as Trustee.
- Indenture regarding senior debt securities, dated as of May 26, 2000,
between Citigroup Global Markets Holdings Inc. (successor-in-interest to
Salomon Smith Barney Holdings Inc.) and JPMorgan Chase Bank, N.A.
(successor-in-interest to The Chase Manhattan Bank), as Trustee.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XVI, between Salomon Smith Barney Holdings Inc., as Guarantor and
JPMorgan Chase Bank, as Trustee, dated August 23, 2002.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XVII, between Salomon Smith Barney Holdings Inc., as Guarantor and
JPMorgan Chase Bank, as Trustee, dated November 26, 2002.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XVIII, between Salomon Smith Barney Holdings Inc., as Guarantor and
JPMorgan Chase Bank, as Trustee, dated February 27, 2003.
2
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XIX, between Citigroup Global Markets Holdings Inc., as Guarantor
and JPMorgan Chase Bank, as Trustee, dated December 19, 2003.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XX, between Citigroup Global Markets Holdings Inc., as Guarantor
and JPMorgan Chase Bank, as Trustee, dated February 26, 2004.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XXI, between Citigroup Global Markets Holdings Inc., as Guarantor
and JPMorgan Chase Bank, as Trustee, dated May 27, 2004.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XXII, between Citigroup Global Markets Holdings Inc., as Guarantor
and JPMorgan Chase Bank, as Trustee, dated September 29, 2004.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XXIII, between Citigroup Global Markets Holdings Inc., as Guarantor
and JPMorgan Chase Bank, as Trustee, dated December 17, 2004.
- Targeted Growth Enhanced Terms Securities Guarantee Agreement, TARGETS
Trust XXIV, between Citigroup Global Markets Holdings Inc., as Guarantor
and JPMorgan Chase Bank, as Trustee, dated February 25, 2005.
The above indentures and guarantee agreements are sometimes referred to in
this prospectus individually as an "indenture" or a "guarantee agreement,"
respectively, and collectively as the "indentures" and the "guarantee
agreements," respectively. Unless otherwise indicated, when we refer to the
"trustee" in this prospectus, we mean one or all of the banking institutions
indicated above, in their capacity as trustee under the related indentures and
guarantee agreements.
Each of the indentures has been filed with the Securities and Exchange
Commission and is incorporated by reference in the registration statement of
which this prospectus forms a part, and each of the guarantee agreements is
filed with the Securities and Exchange Commission as a part of the registration
statement of which this prospectus forms a part.
3
MARKET-MAKING ACTIVITIES
This prospectus, together with the accompanying prospectus, prospectus
supplement and pricing supplement, if applicable, may be used by Citigroup's
broker-dealer subsidiaries in connection with offers and sales of the
outstanding securities (subject to obtaining any necessary approval of any stock
exchange on which such outstanding securities are listed for any of these offers
and sales) in market-making transactions at negotiated prices related to
prevailing market prices at the time of sale. Any of these subsidiaries may act
as principal or agent in these transactions. None of these subsidiaries is
obligated to make a market in any of the outstanding securities and any such
subsidiary may discontinue any market making at any time without notice, at its
sole discretion.
Each of the broker-dealer subsidiaries of Citigroup is a member of the
National Association of Securities Dealers, Inc. and may participate in
distributions of the outstanding securities. Accordingly, the participation of
any such entity in the offerings of outstanding securities will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
LEGAL MATTERS
The validity of the guarantees will be passed upon for Citigroup by John R.
Dye, General Counsel -- Capital Markets of Citigroup. Mr. Dye beneficially owns,
or has rights to acquire under Citigroup's employee benefit plans, an aggregate
of less than 1% Citigroup's common stock.
EXPERTS
The consolidated financial statements of Citigroup Inc. as of December 31,
2004 and 2003, and for each of the years in the three-year period ended December
31, 2004, and management's assessment of the effectiveness of internal control
over financial reporting as of December 31, 2004 have been incorporated by
reference herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and audit. The report of
KPMG LLP refers to changes, in 2003, in Citigroup's methods of accounting for
variable interest entities and stock-based compensation, and, in 2002, in
Citigroup's methods of accounting for goodwill and intangible assets and
accounting for the impairment or disposal of long-lived assets.
WHERE YOU CAN FIND MORE INFORMATION
As required by the Securities Act of 1933, Citigroup filed a registration
statement (No. 333-125845-01) relating to the guarantees offered by this
prospectus with the Securities and Exchange Commission. This prospectus is a
part of that registration statement, which includes additional information.
Citigroup files annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any document Citigroup
files at the SEC's public reference room in Washington, D.C. You can also
request copies of the documents, upon payment of a duplicating fee, by writing
the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. These SEC filings are also
available to the public from the SEC's web site at http://www.sec.gov.
The SEC allows Citigroup to "incorporate by reference" the information it
files with the SEC, which means that it can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus. Information that
Citigroup files later with the SEC will automatically update information in this
prospectus. In all cases, you should rely on the later information over
different information included in this prospectus. Citigroup incorporates by
reference the documents listed below and any future filings made with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"):
(a) Annual Report on Form 10-K for the year ended December 31, 2004;
(b) Current Report on Form 8-K filed on June 7, 2005 (including
exhibits thereto which contain updated historical audited financial
statements conformed to reflect a discontinued operation and updated
business segment disclosures);
4
(c) Quarterly Report on Form 10-Q for the quarter ended March 31,
2005; and
(d) Current Reports on Form 8-K filed on January 14, 2005, January 19,
2005, January 20, 2005, January 21, 2005, January 24, 2005, January 31,
2005, February 4, 2005, February 11, 2005, February 22, 2005, March 2,
2005, March 15, 2005, March 16, 2005, April 14, 2005, April 15, 2005, April
20, 2005, May 2, 2005, May 18, 2005, May 24, 2005, May 26, 2005, May 31,
2005, June 1, 2005, June 2, 2005, June 6, 2005, June 9, 2005, June 10,
2005, June 16, 2005, June 17, 2005 and June 24, 2005.
All documents Citigroup files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus and before the date the
broker-dealer subsidiaries of Citigroup stop offering securities pursuant to
this prospectus shall be incorporated by reference in this prospectus from the
date of filing of such documents.
You may request a copy of these filings, at no cost, by writing or
telephoning Citigroup at the following addresses:
Citigroup Document Services
140 58th Street, Suite 8G
Brooklyn, NY 11220
(877) 936-2737 (toll free)
718-765-6460 (outside the U.S.)
You should rely only on the information provided in this prospectus and the
accompanying prospectus, prospectus supplement and pricing supplement, if
applicable, as well as the information incorporated by reference. Neither
Citigroup nor any broker-dealer subsidiary of Citigroup has authorized anyone to
provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. Neither Citigroup nor any
broker-dealer subsidiary of Citigroup is making an offer of these guarantees in
any state where the offer is not permitted. You should not assume that the
information in this prospectus, the accompanying prospectus, prospectus
supplement, pricing supplement or any documents incorporated by reference is
accurate as of any date other than the date on the front of the applicable
document. Citigroup's business, financial condition, results of operations and
prospects may have changed since that date.
Citigroup has issued a full and unconditional guarantee of payments due
under the outstanding securities issued or guaranteed by Citigroup Global
Markets Holdings and its corporate predecessors listed in this prospectus. It is
expected that Citigroup Global Markets Holdings will no longer file periodic
reports under the Exchange Act.
5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable by the
registrant in connection with the guarantees being registered hereby. All of the
fees set forth below are estimates.
<Table>
Accounting Fees............................................. $ 40,000
Trustees' Fees and Expenses................................. 50,000
Printing Fees............................................... 50,000
Legal Fees and Expenses..................................... 100,000
Miscellaneous............................................... 10,000
--------
Total............................................. $250,000
========
</Table>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
CITIGROUP
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware, or DGCL, empowers a corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe the
person's conduct was unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which the person reasonably believed to be
in or not opposed to the best interest of the corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that the
person's conduct was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless and
only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
the Court of Chancery or such other court shall deem proper.
Subsection (d) of Section 145 of the DGCL provides that any indemnification
under subsections (a) and (b) of Section 145 (unless ordered by a court) shall
be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the
applicable standard of conduct set forth in subsections (a) and (b) of Section
145. Such determination shall be made, with respect to a person who is a
director or officer at the time of such determination, (1) by a majority vote of
the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) by a committee of such directors designated by
the majority vote of such directors, even
II-1
though less than a quorum, or (3) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (4)
by the stockholders.
Section 145 of the DGCL further provides that to the extent a present or
former director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith and that such expenses may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that such person is not entitled to be
indemnified by the corporation as authorized in Section 145 of the DGCL; that
any indemnification and advancement of expenses provided by, or granted pursuant
to, Section 145 shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; that indemnification provided by, or granted
pursuant to, Section 145 shall, unless otherwise provided when authorized and
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and empowers the corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred by such person in any such capacity,
or arising out of such person's status as such, whether or not the corporation
would have the power to indemnify such person against such liabilities under
Section 145. Section Four of Article IV of Citigroup's By-Laws provides that
Citigroup shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
Citigroup also provides liability insurance for its directors and officers
which provides for coverage against loss from claims made against directors and
officers in their capacity as such, including, subject to certain exceptions,
liabilities under the federal securities laws.
Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Tenth of Citigroup's Restated Certificate of Incorporation limits the
liability of directors to the fullest extent permitted by Section 102(b)(7).
The directors and officers of Citigroup are covered by insurance policies
indemnifying them against certain liabilities, including certain liabilities
arising under the Securities Act, which might be incurred by them in such
capacities and against which they cannot be indemnified by Citigroup. Any
agents, dealers or underwriters who execute any underwriting or distribution
agreement relating to securities offered pursuant to this Registration Statement
will agree to indemnify Citigroup's directors and their officers who signed the
Registration Statement against certain liabilities that may arise under the
Securities Act with respect to information furnished to Citigroup by or on
behalf of such indemnifying party.
For the undertaking with respect to indemnification, see Item 17 herein.
ITEM 16. EXHIBITS.
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3(a) -- Restated Certificate of Incorporation of Citigroup Inc.
(incorporated by reference to Exhibit 4.01 to Citigroup's
Registration Statement on Form S-3 filed on December 15,
1998 (No. 333-68949-01 to 08)).
</Table>
II-2
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3(b) -- Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of Citigroup Inc. (incorporated by
reference to Exhibit 4.45 to Amendment No. 1 to Citigroup's
Registration Statement on Form S-3 filed on January 22, 1999
(No. 333-68949)).
3(c) -- Certificate of Amendment to the Restated Certificate of
Incorporation of Citigroup Inc., dated April 18, 2000
(incorporated by reference to Exhibit 3.01.3 to Citigroup's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000 (File No. 1-9924)).
3(d) -- Certificate of Amendment to the Restated Certificate of
Incorporation of Citigroup Inc., dated April 17, 2001
(incorporated by reference to Exhibit 3.01.4 to Citigroup's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2001 (File No. 1-9924)).
3(e) -- Certificate of Designation of 6.767% Cumulative Preferred
Stock, Series YYY, of Citigroup Inc. (incorporated by
reference to Exhibit 3.01.5 to Citigroup's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (File
No. 1-9924)).
3(f) -- By-Laws of Citigroup Inc., as amended effective January 19,
2005 (incorporated by reference to Exhibit 3.1 to
Citigroup's Current Report on Form 8-K filed on January 21,
2005).
4(a) -- Senior Debt Indenture, dated as of December 1, 1988 between
Salomon Inc and Citibank, N.A., as Trustee (incorporated by
reference to Exhibit 8 to Citigroup Global Markets Holdings
Inc.'s Current Report on Form 8-K dated December 29, 1988).
4(b) -- First Supplemental Indenture, dated as of September 7, 1990,
to Senior Debt Indenture dated as of December 1, 1988
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(b) to Registration Statement No.
33-39502).
4(c) -- Second Supplemental Indenture, dated as of June 12, 1991,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(c) to Registration Statement No.
33-14209).
4(d) -- Third Supplemental Indenture, dated as of July 1, 1992,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(d) to Registration Statement No.
33-49136).
4(e) -- Fourth Supplemental Indenture, dated as of October 29, 1992,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(e) to Registration Statement No.
33-57922).
4(f) -- Fifth Supplemental Indenture, dated as of December 14, 1993,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(f) to Registration Statement No.
33-51269).
4(g) -- Sixth Supplemental Indenture, dated as of December 29, 1994,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(j) to Registration Statement No.
33-01807).
4(h) -- Seventh Supplemental Indenture, dated as of February 1,
1996, between Salomon Inc and Citibank, N.A. (incorporated
by reference to Exhibit 4(k) to Registration Statement No.
33-01807).
4(i) -- Eighth Supplemental Indenture, dated as of May 8, 1996,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4 to Citigroup Global Markets Holdings
Inc.'s Current Report on Form 8-K dated April 29, 1996).
4(j) -- Ninth Supplemental Indenture, dated as of November 20, 1996,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4 to Citigroup Global Markets Holdings
Inc.'s Current Report on Form 8-K dated November 20, 1996).
4(k) -- Tenth Supplemental Indenture, dated as of November 28, 1997,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(l) to Registration Statement
333-38931).
4(l) -- Eleventh Supplemental Indenture, dated as of July 1, 1999,
between Salomon Smith Barney Holdings Inc. and The First
National Bank of Chicago, as Successor Trustee (incorporated
by reference to Exhibit 4(tt) to Post-Effective Amendment
No. 1 to Registration Statement No. 333-38931).
4(m) -- Form of Twelfth Supplemental Indenture among Citigroup
Global Markets Holdings Inc., Citigroup Inc., as Guarantor,
and JPMorgan Chase Bank, N.A., as Successor Trustee.+
</Table>
II-3
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4(n) -- Senior Debt Indenture, dated as of October 27, 1993, between
Salomon Inc and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 3 to Citigroup Global
Markets Holdings Inc.'s Current Report on Form 8-K dated
October 27, 1993).
4(o) -- First Supplemental Indenture, dated as of November 28, 1997,
between Salomon Smith Barney Holdings Inc. and The Bank of
New York (incorporated by reference to Exhibit 99.04 to
Citigroup Global Markets Holdings Inc.'s Current Report on
Form 8-K dated December 9, 1997).
4(p) -- Second Supplemental Indenture, dated as of July 1, 1999,
between Salomon Smith Barney Holdings Inc. and the Bank of
New York (incorporated by reference to Exhibit 4(vv) to
Post-Effective Amendment No. 1 to Registration Statement No.
333-38931).
4(q) -- Form of Third Supplemental Indenture among Citigroup Global
Markets Holdings Inc., Citigroup Inc., as Guarantor, and The
Bank of New York.+
4(r) -- Senior Debt Indenture, dated as of January 18, 1994, between
Salomon Inc and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4 to Citigroup Global
Markets Holdings Inc.'s Current Report on Form 8-K dated
January 18, 1994).
4(s) -- First Supplemental Indenture, dated as of November 28, 1997,
between Salomon Smith Barney Holdings Inc. and The Chase
Manhattan Bank (incorporated by reference to Exhibit 99.05
to Citigroup Global Markets Holdings Inc.'s Current Report
on Form 8-K dated December 9, 1997).
4(t) -- Second Supplemental Indenture, dated as of July 1, 1999,
between Salomon Smith Barney Holdings Inc. and The Chase
Manhattan Bank (incorporated by reference to Exhibit 4(ww)
to Post-Effective Amendment No. 1 to Registration Statement
No. 333-38931).
4(u) -- Form of Third Supplemental Indenture among Citigroup Global
Markets Holdings Inc., Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank N.A., as Successor Trustee.+
4(v) -- Senior Debt Indenture, dated as of May 26, 2000, between
Salomon Smith Barney Holdings Inc. and The Chase Manhattan
Bank.*
4(w) -- First Supplemental Indenture, dated as of September 29,
2004, between Citigroup Global Markets Holdings Inc. and
JPMorgan Chase Bank, N.A., as Successor Trustee.*
4(x) -- Form of Second Supplemental Indenture among Citigroup Global
Markets Holdings Inc., Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank, N.A., as Successor Trustee.*
4(y) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XVI, between Salomon Smith Barney
Holdings Inc., as Guarantor and JPMorgan Chase Bank, as
Trustee, dated August 23, 2002.*
4(z) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XVII, between Salomon Smith Barney
Holdings Inc., as Guarantor and JPMorgan Chase Bank, as
Trustee, dated November 26, 2002.*
4(aa) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XVIII, between Salomon Smith Barney
Holdings Inc., as Guarantor and JPMorgan Chase Bank, as
Trustee, dated February 27, 2003.*
4(bb) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XIX, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated December 19, 2003.*
4(cc) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XX, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated February 26, 2004.*
4(dd) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXI, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated May 27, 2004.*
4(ee) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXII, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated September 29, 2004.*
4(ff) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXIII, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated December 17, 2004.*
</Table>
II-4
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4(gg) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXIV, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated February 25, 2005.*
4(hh) -- Form of Targeted Growth Enhanced Terms Securities
Supplemental Guarantee Agreement.*
5(a) -- Opinion of John R. Dye, Esq.+
12(a) -- Calculation of Ratio of Income to Fixed Charges
(incorporated by reference to Exhibit 12.01 to Citigroup's
Annual Report on Form 10-K for the year ended December 31,
2004).
12(b) -- Calculation of Ratio of Income to Combined Fixed Charges
(including preferred stock dividends) (incorporated by
reference to Exhibit 12.02 to Citigroup's Annual Report on
Form 10-K for the year ended December 31, 2004).
23(a) -- Consent of KPMG LLP, Independent Registered Public
Accounting Firm.*
23(b) -- Consent of John R. Dye, Esq. (included in Exhibit 5(a)).+
24(a) -- Powers of Attorney of Citigroup Inc. Directors.+
</Table>
- ---------------
* Filed herewith.
+ Filed previously.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change
to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to be directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel that matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Citigroup Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or Amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in The City of New York, State of New
York, on June 28, 2005.
CITIGROUP INC.
By: /s/ SALLIE L. KRAWCHECK
------------------------------------
Sallie L. Krawcheck
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement or Amendment thereto has been signed below by the
following persons in the capacities indicated on June 28, 2005.
<Table>
<Caption>
SIGNATURES
----------
/s/ CHARLES PRINCE Chief Executive Officer and Director
- -------------------------------------- (Principal Executive Officer)
Charles Prince
/s/ SALLIE L. KRAWCHECK Chief Financial Officer
- -------------------------------------- (Principal Financial Officer)
Sallie L. Krawcheck
/s/ JOHN C. GERSPACH Controller and Chief Accounting Officer
- -------------------------------------- (Principal Accounting Officer)
John C. Gerspach
* Chairman of the Board
- --------------------------------------
Sanford I. Weill
* Director
- --------------------------------------
C. Michael Armstrong
* Director
- --------------------------------------
Alain J.P. Belda
* Director
- --------------------------------------
George David
* Director
- --------------------------------------
Kenneth T. Derr
* Director
- --------------------------------------
John M. Deutch
* Director
- --------------------------------------
Roberto Hernandez Ramirez
* Director
- --------------------------------------
Ann Dibble Jordan
</Table>
II-6
<Table>
<Caption>
SIGNATURES
----------
* Director
- --------------------------------------
Dudley C. Mecum
* Director
- --------------------------------------
Anne M. Mulcahy
* Director
- --------------------------------------
Richard D. Parsons
* Director
- --------------------------------------
Judith Rodin
* Director
- --------------------------------------
Robert E. Rubin
* Director
- --------------------------------------
Franklin A. Thomas
* Director
- --------------------------------------
Robert B. Willumstad
*By: /s/ Michael S. Helfer
------------------------------
Michael S. Helfer
Attorney-in-Fact
</Table>
II-7
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3(a) -- Restated Certificate of Incorporation of Citigroup Inc.
(incorporated by reference to Exhibit 4.01 to Citigroup's
Registration Statement on Form S-3 filed on December 15,
1998 (No. 333-68949-01 to 08)).
3(b) -- Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of Citigroup Inc. (incorporated by
reference to Exhibit 4.45 to Amendment No. 1 to Citigroup's
Registration Statement on Form S-3 filed on January 22, 1999
(No. 333-68949)).
3(c) -- Certificate of Amendment to the Restated Certificate of
Incorporation of Citigroup Inc., dated April 18, 2000
(incorporated by reference to Exhibit 3.01.3 to Citigroup's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2000 (File No. 1-9924)).
3(d) -- Certificate of Amendment to the Restated Certificate of
Incorporation of Citigroup Inc., dated April 17, 2001
(incorporated by reference to Exhibit 3.01.4 to Citigroup's
Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2001 (File No. 1-9924)).
3(e) -- Certificate of Designation of 6.767% Cumulative Preferred
Stock, Series YYY, of Citigroup Inc. (incorporated by
reference to Exhibit 3.01.5 to Citigroup's Annual Report on
Form 10-K for the fiscal year ended December 31, 2001 (File
No. 1-9924)).
3(f) -- By-Laws of Citigroup Inc., as amended effective January 19,
2005 (incorporated by reference to Exhibit 3.1 to
Citigroup's Current Report on Form 8-K filed on January 21,
2005).
4(a) -- Senior Debt Indenture, dated as of December 1, 1988 between
Salomon Inc and Citibank, N.A., as Trustee (incorporated by
reference to Exhibit 8 to Citigroup Global Markets Holdings
Inc.'s Current Report on Form 8-K dated December 29, 1988).
4(b) -- First Supplemental Indenture, dated as of September 7, 1990,
to Senior Debt Indenture dated as of December 1, 1988
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(b) to Registration Statement No.
33-39502).
4(c) -- Second Supplemental Indenture, dated as of June 12, 1991,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(c) to Registration Statement No.
33-14209).
4(d) -- Third Supplemental Indenture, dated as of July 1, 1992,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(d) to Registration Statement No.
33-49136).
4(e) -- Fourth Supplemental Indenture, dated as of October 29, 1992,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(e) to Registration Statement No.
33-57922).
4(f) -- Fifth Supplemental Indenture, dated as of December 14, 1993,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(f) to Registration Statement No.
33-51269).
4(g) -- Sixth Supplemental Indenture, dated as of December 29, 1994,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(j) to Registration Statement No.
33-01807).
4(h) -- Seventh Supplemental Indenture, dated as of February 1,
1996, between Salomon Inc and Citibank, N.A. (incorporated
by reference to Exhibit 4(k) to Registration Statement No.
33-01807).
4(i) -- Eighth Supplemental Indenture, dated as of May 8, 1996,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4 to Citigroup Global Markets Holdings
Inc.'s Current Report on Form 8-K dated April 29, 1996).
4(j) -- Ninth Supplemental Indenture, dated as of November 20, 1996,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4 to Citigroup Global Markets Holdings
Inc.'s Current Report on Form 8-K dated November 20, 1996).
4(k) -- Tenth Supplemental Indenture, dated as of November 28, 1997,
between Salomon Inc and Citibank, N.A. (incorporated by
reference to Exhibit 4(l) to Registration Statement
333-38931).
</Table>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4(l) -- Eleventh Supplemental Indenture, dated as of July 1, 1999,
between Salomon Smith Barney Holdings Inc. and The First
National Bank of Chicago, as Successor Trustee (incorporated
by reference to Exhibit 4(tt) to Post-Effective Amendment
No. 1 to Registration Statement No. 333-38931).
4(m) -- Form of Twelfth Supplemental Indenture among Citigroup
Global Markets Holdings Inc., Citigroup Inc., as Guarantor,
and JPMorgan Chase Bank, N.A., as Successor Trustee.+
4(n) -- Senior Debt Indenture, dated as of October 27, 1993, between
Salomon Inc and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 3 to Citigroup Global
Markets Holdings Inc.'s Current Report on Form 8-K dated
October 27, 1993).
4(o) -- First Supplemental Indenture, dated as of November 28, 1997,
between Salomon Smith Barney Holdings Inc. and The Bank of
New York (incorporated by reference to Exhibit 99.04 to
Citigroup Global Markets Holdings Inc.'s Current Report on
Form 8-K dated December 9, 1997).
4(p) -- Second Supplemental Indenture, dated as of July 1, 1999,
between Salomon Smith Barney Holdings Inc. and the Bank of
New York (incorporated by reference to Exhibit 4(vv) to
Post-Effective Amendment No. 1 to Registration Statement No.
333-38931).
4(q) -- Form of Third Supplemental Indenture among Citigroup Global
Markets Holdings Inc., Citigroup Inc., as Guarantor, and The
Bank of New York.+
4(r) -- Senior Debt Indenture, dated as of January 18, 1994, between
Salomon Inc and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4 to Citigroup Global
Markets Holdings Inc.'s Current Report on Form 8-K dated
January 18, 1994).
4(s) -- First Supplemental Indenture, dated as of November 28, 1997,
between Salomon Smith Barney Holdings Inc. and The Chase
Manhattan Bank (incorporated by reference to Exhibit 99.05
to Citigroup Global Markets Holdings Inc.'s Current Report
on Form 8-K dated December 9, 1997).
4(t) -- Second Supplemental Indenture, dated as of July 1, 1999,
between Salomon Smith Barney Holdings Inc. and The Chase
Manhattan Bank (incorporated by reference to Exhibit 4(ww)
to Post-Effective Amendment No. 1 to Registration Statement
No. 333-38931).
4(u) -- Form of Third Supplemental Indenture among Citigroup Global
Markets Holdings Inc., Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank N.A., as Successor Trustee.+
4(v) -- Senior Debt Indenture, dated as of May 26, 2000, between
Salomon Smith Barney Holdings Inc. and The Chase Manhattan
Bank.*
4(w) -- First Supplemental Indenture, dated as of September 29,
2004, between Citigroup Global Markets Holdings Inc. and
JPMorgan Chase Bank, N.A., as Successor Trustee.*
4(x) -- Form of Second Supplemental Indenture among Citigroup Global
Markets Holdings Inc., Citigroup Inc., as Guarantor, and
JPMorgan Chase Bank, N.A., as Successor Trustee.*
4(y) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XVI, between Salomon Smith Barney
Holdings Inc., as Guarantor and JPMorgan Chase Bank, as
Trustee, dated August 23, 2002.*
4(z) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XVII, between Salomon Smith Barney
Holdings Inc., as Guarantor and JPMorgan Chase Bank, as
Trustee, dated November 26, 2002.*
4(aa) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XVIII, between Salomon Smith Barney
Holdings Inc., as Guarantor and JPMorgan Chase Bank, as
Trustee, dated February 27, 2003.*
4(bb) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XIX, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated December 19, 2003.*
4(cc) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XX, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated February 26, 2004.*
4(dd) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXI, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated May 27, 2004.*
</Table>
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4(ee) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXII, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated September 29, 2004.*
4(ff) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXIII, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated December 17, 2004.*
4(gg) -- Targeted Growth Enhanced Terms Securities Guarantee
Agreement, TARGETS Trust XXIV, between Citigroup Global
Markets Holdings Inc., as Guarantor and JPMorgan Chase Bank,
as Trustee, dated February 25, 2005.*
4(hh) -- Form of Targeted Growth Enhanced Terms Securities
Supplemental Guarantee Agreement.*
5(a) -- Opinion of John R. Dye, Esq.+
12(a) -- Calculation of Ratio of Income to Fixed Charges
(incorporated by reference to Exhibit 12.01 to Citigroup's
Annual Report on Form 10-K for the year ended December 31,
2004).
12(b) -- Calculation of Ratio of Income to Combined Fixed Charges
(including preferred stock dividends) (incorporated by
reference to Exhibit 12.02 to Citigroup's Annual Report on
Form 10-K for the year ended December 31, 2004).
23(a) -- Consent of KPMG LLP, Independent Registered Public
Accounting Firm.*
23(b) -- Consent of John R. Dye, Esq. (included in Exhibit 5(a)).+
24(a) -- Powers of Attorney of Citigroup Inc. Directors.+
</Table>
- ---------------
* Filed herewith.
+ Filed previously.