10-K405/A 1 y50621e10-k405a.txt CITIGROUP INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A-1 /X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 1-9924 CITIGROUP INC. (Exact name of registrant as specified in its charter) Delaware 52-1568099 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 399 Park Avenue, New York, New York 10043 (Address of principal executive offices) (Zip Code) (212) 559-1000 (Registrant's telephone number, including area code) A list of Citigroup securities registered pursuant to Section 12(b) and (g) of the Securities Exchange Act of 1934 is available from Citigroup Corporate Governance, 425 Park Avenue, 2nd Floor, New York, New York 10043 or on the Internet at http://www.sec.gov. As of February 5, 2001, Citigroup had 5,035,506,298 shares of common stock outstanding. As of February 5, 2001, Citigroup had approximately 250,300 common stockholders of record. This figure does not represent the actual number of beneficial owners of common stock because shares are frequently held in "street name" by securities dealers and others for the benefit of individual owners who may vote the shares. Citigroup (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein nor in Citigroup's 2001 Proxy Statement incorporated by reference in Part III of this Form 10-K. The aggregate market value of Citigroup common stock held by non-affiliates of Citigroup on February 5, 2001 was approximately $283 billion. Certain information has been incorporated by reference as described herein into Part III of this annual report from Citigroup's 2001 Proxy Statement. 2 EXPLANATORY NOTE This Form 10-K/A-1 is being filed to include as an exhibit to the Form 10-K financial statements for the Travelers Group 401(k) Savings Plan, the Citibuilder 401(k) Plan and the Associates Savings and Profit Sharing Plan pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended. Other than the related additions to the Exhibit Index, the text of Item 14 has not been amended and speaks as of the date of the original filing of the Form 10-K. PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. (a) Documents filed as a part of the report: (1) Financial Statements. See Index to Consolidated Financial Statements and Schedules on page F-1 hereof. (2) Financial Statement Schedules. See Index to Consolidated Financial Statements and Schedules on page F-1 hereof. (3) Exhibits: See Exhibit Index. (b) Reports on Form 8-K: On October 11, 2000, the Company filed a Current Report on Form 8-K, dated October 3, 2000, filing as exhibits under Item 7 thereof the Terms Agreement, dated October 3, 2000, and the Form of Note relating to the offer and sale of the Company's 7.250% Subordinated Notes due October 1, 2010. On October 19, 2000, the Company filed a Current Report on Form 8-K, dated October 17, 2000, reporting under Item 5 thereof the results of its operations for the quarter ended September 30, 2000, and certain other selected financial data. On December 4, 2000, the Company filed a Current Report on Form 8-K, dated November 30, 2000, reporting under Item 5 thereof that the Company and Associates had announced the completion of the Company's acquisition of Associates. On December 5, 2000, the Company filed a Current Report on Form 8-K, dated November 30, 2000, filing as exhibits under Item 7 thereof (a) the Terms Agreement, dated November 30, 2000, and the Form of Note relating to the offer and sale of the Company's 7.250% Subordinated Notes due October 1, 2010, (b) the Terms Agreement, dated November 30, 2000, and the Form of Note relating to the offer and sale of the Company's 6.45% Notes due December 6, 2002 and (c) the Terms Agreement, dated November 30, 2000, and the Form of Note relating to the offer and sale of the Company's 6.75% Notes due December 1, 2005. On December 18, 2000, the Company filed a Current Report on Form 8-K, dated December 14, 2000, filing as an exhibit under Item 7 thereof the Distribution Agreement, dated December 14, 2000, relating to the offer and sale of the Company's Medium-Term Senior Notes, Series D, Due Nine Months or More from Date of Issue and Medium-Term Subordinated Notes, Series D, Due Nine Months or More from Date of Issue. 3 No other reports on Form 8-K were filed during the 2000 fourth quarter; however, on January 12, 2001, the Company filed a Current Report on Form 8-K, dated January 8, 2001, filing as exhibits under Item 7 thereof (a) the Terms Agreement, dated January 8, 2001, and the Form of Note relating to the offer and sale of the Company's 6.75% Notes due December 1, 2005 and (b) the Terms Agreement, dated January 8, 2001, and the Form of Note relating to the offer and sale of the Company's 6.50% Notes due January 18, 2011. On January 18, 2001, the Company filed a Current Report on Form 8-K, dated January 16, 2001, reporting under Item 5 thereof the results of its operations for the quarter and year ended December 31, 2000, and certain other selected financial data. On February 7, 2001, the Company filed a Current Report on Form 8-K, dated February 2, 2001, filing as exhibits under Item 7 thereof the Terms Agreement, dated February 2, 2001, and the Form of Note relating to the offer and sale of the Company's 5.70% Notes due February 6, 2004. 4 EXHIBIT INDEX

Exhibit Number Description of Exhibit ------- ---------------------- 3.01.1 Restated Certificate of Incorporation of Citigroup Inc. (the "Company"), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949). 3.01.2 Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949). 3.01.3 Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924). 3.02 By-Laws of the Company, as amended, effective October 26, 1999, incorporated by reference to Exhibit 3.02 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1999 (File No. 1-9924). 10.01* Employment Protection Agreement, dated as of December 31, 1987, between the Company (as successor to Commercial Credit Company ("CCC")) and Sanford I. Weill, incorporated by reference to Exhibit 10.03 to CCC's Annual Report on Form 10-K for the fiscal year ended December 31, 1987 (File No. 1-6594). 10.02.1* Travelers Group Stock Option Plan (as amended and restated as of April 24, 1996), incorporated by reference to Exhibit 10.02.1 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (File No. 1-9924). 10.02.2* Amendment No. 14 to the Travelers Group Stock Option Plan, incorporated by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1996 (File No. 1-9924). 10.02.3* Amendment No. 15 to the Travelers Group Stock Option Plan (effective July 23, 1997), incorporated by reference to Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1997 (File No. 1-9924) (the "Company's September 30, 1997 10-Q"). 10.02.4* Amendment No. 16 to the Travelers Group Stock Option Plan, incorporated by reference to Exhibit 10.02.4 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (File No. 1-9924) (the "Company's 1999 10-K"). 10.03.1* Travelers Group 1996 Stock Incentive Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.03 to the Company's September 30, 1997 10-Q.

5 10.03.2* Amendment to Travelers Group 1996 Stock Incentive Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.03.2 to the Company's 1999 10-K. 10.04* Travelers Group Inc. Retirement Benefit Equalization Plan (as amended and restated as of January 2, 1996), incorporated by reference to Exhibit 10.04 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 1-9924) (the "Company's 1998 10-K"). 10.05* Citigroup Inc. Amended and Restated Compensation Plan for Non-Employee Directors (as of October 20, 1998), incorporated by reference to Exhibit 10.05 to the Company's 1998 10-K. 10.06.1* Supplemental Retirement Plan of the Company, incorporated by reference to Exhibit 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1990 (File No. 1-9924). 10.06.2* Amendment to the Company's Supplemental Retirement Plan, incorporated by reference to Exhibit 10.06.2 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993 (File No. 1-9924). 10.07* Citigroup 1999 Executive Performance Plan (effective January 1, 1999), incorporated by reference to Annex B to the Company's Proxy Statement dated March 8, 1999 (File No. 1-9924). 10.08.1* Travelers Group Capital Accumulation Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.02 to the Company's September 30, 1997 10-Q. 10.08.2* Amendment to the Travelers Group Capital Accumulation Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.08.2 to the Company's 1999 10-K. 10.09* The Travelers Inc. Deferred Compensation and Partnership Participation Plan, incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K/A-1 for the fiscal year ended December 31, 1994 (File No. 1-9924). 10.10* The Travelers Insurance Deferred Compensation Plan (formerly The Travelers Corporation TESIP Restoration and Non-Qualified Savings Plan) (as amended through December 10, 1998), incorporated by reference to Exhibit 10.10 to the Company's 1998 10-K. 10.11* The Travelers Corporation Directors' Deferred Compensation Plan (as amended November 7, 1986), incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of The Travelers Corporation for the fiscal year ended December 31, 1986 (File No. 1-5799). 10.12.1* Travelers Property Casualty Corp. Capital Accumulation Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.01 to the Quarterly Report on Form 10-Q of Travelers Property Casualty Corp. for the fiscal quarter ended September 30, 1997 (File No. 1-14328). 10.12.2* Amendment to the Travelers Property Casualty Corp. Capital Accumulation Plan (as amended through July 23, 1997), incorporated by reference to Exhibit 10.12.2 to the Company's 1999 10-K. 6 10.13* Letter Agreement, dated as of August 14, 1997, between the Company and Thomas W. Jones, incorporated by reference to Exhibit 10.01 to the Company's September 30, 1997 10-Q. 10.14.1* Salomon Inc Equity Partnership Plan for Key Employees (as amended through March 25, 1998), incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-9924). 10.14.2* Amendment to the Salomon Inc Equity Partnership Plan for Key Employees (as amended through March 25, 1998), incorporated by reference to Exhibit 10.14.2 to the Company's 1999 10-K. 10.15.1* Citicorp Executive Incentive Compensation Plan, incorporated by reference to Citicorp's Registration Statement on Form S-8 filed April 25, 1988 (No. 2-47648). 10.15.2* Amendment to the Citicorp Executive Incentive Compensation Plan, incorporated by reference to Exhibit 10.15.2 to the Company's 1999 10-K. 10.16.1* Citicorp 1988 Stock Incentive Plan, incorporated by reference to Exhibit 4 to Citicorp's Registration Statement on Form S-8 filed April 25, 1988 (No. 2-47648). 10.16.2* Amendment to the Citicorp 1988 Stock Incentive Plan, incorporated by reference to Exhibit 10.16.2 to the Company's 1999 10-K. 10.17* 1994 Citicorp Annual Incentive Plan for Selected Executive Officers, incorporated by reference to Exhibit 10 to Citicorp's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 1994 (File No. 1-5378). 10.18.1* Citicorp Deferred Compensation Plan, incorporated by reference to Exhibit 10 to Citicorp's Registration Statement on Form S-8 filed February 15, 1996 (No. 333-0983). 10.18.2* Amendment to the Citicorp Deferred Compensation Plan, incorporated by reference to Exhibit 10.18.2 to the Company's 1999 10-K. 10.19.1* Citicorp 1997 Stock Incentive Plan, incorporated by reference to Citicorp's 1997 Proxy Statement filed February 26, 1997 (File No. 1-5378). 10.19.2* Amendment to the Citicorp 1997 Stock Incentive Plan, incorporated by reference to Exhibit 10.19.2 to the Company's 1999 10-K. 10.20.1* Supplemental Executive Retirement Plan of Citicorp and Affiliates (as amended and restated effective January 1, 1998), incorporated by reference to Exhibit 10.20.1 to the Company's 1999 10-K. 10.20.2* First Amendment to the Supplemental Executive Retirement Plan of Citicorp and Affiliates (as amended and restated effective January 1, 1998), incorporated by reference to Exhibit 10.20.2 to the Company's 1999 10-K. 10.21.1* Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates, as amended and restated, incorporated by reference to Exhibit 10.(G) 7 to Citicorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-5378). 10.21.2* Amendment to the Supplemental ERISA Compensation Plan of Citibank, N.A. and Affiliates, as amended and restated, incorporated by reference to Exhibit 10.21.2 to the Company's 1999 10-K. 10.22* Supplemental ERISA Excess Plan of Citibank, N.A. and Affiliates, as amended and restated, incorporated by reference to Exhibit 10.(H) to Citicorp's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-5378). 10.23* Directors' Deferred Compensation Plan, Restated May 1, 1988, incorporated by reference to Exhibit 10.23 to the Company's 1998 10-K. 10.24* Letter Agreement, dated as of October 26, 1999, between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.24 to the Company's 1999 10-K. 10.25* Citigroup 1999 Stock Incentive Plan (effective April 30, 1999), incorporated by reference to Annex A to the Company's Proxy Statement dated March 8, 1999 (File No. 1-9924). 10.26* Form of Citigroup Directors' Stock Option Grant Notification. 10.27 Citigroup 2000 Stock Purchase Plan (effective May 1, 2000), incorporated by reference to Annex B to the Company's Proxy Statement dated March 17, 2000 (File No. 1-9924). 10.28* Associates First Capital Corporation Incentive Compensation Plan, incorporated by reference to Exhibit 10.8 to the Associates First Capital Corporation ("Associates") Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 1-11637) (the "Associates' 1997 10-K"). 10.29* Associates First Capital Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 4 to the registration statement on Form S-8 filed by Associates on March 31, 1998 (File No. 333-49049). 10.30* Associates First Capital Corporation Excess Benefit Plan, incorporated by reference to Exhibit 10.17 to the registration statement on Form S-1 filed by Associates on February 9, 1996 (File No. 333-00817). 10.31* Associates First Capital Corporation Supplemental Retirement Income Plan, incorporated by reference to Exhibit 10.16 to the registration statement on Form S-1 filed by Associates on February 9, 1996 (File No. 333-00817). 10.32* Associates First Capital Corporation Long-Term Performance Plan, incorporated by reference to Exhibit 10.12 to the registration statement on Form S-1 filed by Associates on February 9, 1996 (File No. 333-00817). 10.33* Associates First Capital Corporation Supplemental Executive Welfare Plan. 10.34* Form of Restricted Stock Award Agreement issued under the Associates Incentive Compensation Plan. 8 10.35* Form of Associates Incentive Compensation Plan Stock Option Award Agreement-2000. 10.36* Letter Agreement, dated as of July 20, 2000, between the Company and John S. Reed. 10.37* Employment Agreement, dated as of October 30, 2000, as amended, between the Company and Keith Hughes. 10.38* Letter Agreement, dated as of December 19, 2000, between the Company and Robert I. Lipp. 12.01 Calculation of Ratio of Income to Fixed Charges. 12.02 Calculation of Ratio of Income to Fixed Charges Including Preferred Stock Dividends. 21.01 Subsidiaries of the Company. 23.01 Consent of KPMG LLP, Independent Auditors. 23.02+ Accountants' consent to incorporation by reference of report filed with Exhibit 99.02. 23.03+ Accountants' consent to incorporation by reference of report filed with Exhibit 99.03. 23.04+ Accountants' consent to incorporation by reference of report filed with Exhibit 99.04. 24.01 Powers of Attorney. 99.01 List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934. 99.02+ 2000 Financial Statements of the Travelers Group 401(k) Savings Plan. 99.03+ 2000 Financial Statements of the Citibuilder 401(k) Plan. 99.04+ 2000 Financial Statements of the Associates Savings and Profit Sharing Plan. ------------- * Denotes a management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 14(c) of Form 10-K. + Filed herewith. Except as otherwise indicated, all exhibits were filed with the initial filing of the Form 10-K. The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the SEC upon request. 9 Copies of any of the exhibits referred to above will be furnished at a cost of $0.25 per page (although no charge will be made for the 2000 Annual Report on Form 10-K) to security holders who make written request therefor to Corporate Governance, Citigroup Inc., 425 Park Avenue, 2nd Floor, New York, New York 10043. 10 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of June, 2001. CITIGROUP INC. (Registrant) By: /s/ Michael E. Schlein ----------------------------------- Michael E. Schlein Head of Global Corporate Affairs and Human Resources