<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
CITIGROUP INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE> 2
[CITIGROUP LOGO]
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
March 17, 2000
Dear Stockholder:
We cordially invite you to attend Citigroup's annual
stockholders' meeting. The meeting will be held on Tuesday,
April 18, 2000, at 9 AM at Carnegie Hall, 881 Seventh Avenue
in New York City. The entrance to Carnegie Hall is on 57th
Street just east of Seventh Avenue.
1999 was our first full year of operation following the
historic merger of Travelers Group and Citicorp. During 1999,
our company made important progress towards realizing our
dream of an integrated global financial services company
producing the highest level of performance for its clients and
its stockholders.
At the meeting, stockholders will vote on a number of
important matters. Please take the time to carefully read each
of the proposals described in the attached proxy statement.
Thank you for your support of Citigroup.
Sincerely,
<TABLE>
<S> <C> <C>
/s/ John S. Reed /s/ Robert E. Rubin /s/ Sanford I. Weill
John S. Reed Robert E. Rubin Sanford I. Weill
</TABLE>
--------------------------------------------------------------
This proxy statement and the accompanying proxy card are being
mailed to Citigroup stockholders beginning about March 17,
2000.
<PAGE> 3
CITIGROUP LOGO
Citigroup Inc.
153 East 53rd Street
New York, NY 10043
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
Citigroup's annual stockholders' meeting will be held on
Tuesday, April 18, 2000 at 9 AM at Carnegie Hall, 881 Seventh
Avenue in New York City. The entrance to Carnegie Hall is on
57th Street just east of Seventh Avenue.
At the meeting, stockholders will be asked to
-- elect Citigroup's entire board of directors,
-- ratify the selection of Citigroup's independent auditors
for 2000,
-- increase Citigroup's authorized common stock to 10 billion
shares,
-- approve the Citigroup 2000 Stock Purchase Plan,
-- act on certain stockholder proposals, and
-- consider any other business properly brought before the
meeting.
The close of business on March 2, 2000 is the record date for
determining stockholders entitled to vote at the annual
meeting. A list of these stockholders will be available at
Citigroup's headquarters, 153 East 53rd Street, New York City,
before the annual meeting.
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE, OR VOTE BY TELEPHONE OR INTERNET
(INSTRUCTIONS ARE ON YOUR PROXY CARD), SO THAT YOUR SHARES
WILL BE REPRESENTED WHETHER OR NOT YOU ATTEND THE ANNUAL
MEETING.
By order of the board of directors
/s/ Charles O. Prince, III
Charles O. Prince, III
Corporate Secretary
March 17, 2000
<PAGE> 4
CONTENTS
<TABLE>
<S> <C>
ABOUT THE ANNUAL MEETING 1
HOW WE HAVE DONE 2
Annual report 2
Five-year cumulative total return 2
STOCK OWNERSHIP 4
ELECTION OF DIRECTORS 7
The nominees 7
Meetings of the board of directors 13
Committees of the board of directors 13
Personnel, Compensation and Directors
Committee interlocks and Insider
participation and Certain
relationships 15
Directors' compensation 15
EXECUTIVE COMPENSATION 16
Report of the Personnel, Compensation
and Directors Committee on Executive
Compensation 16
Compensation tables 18
Retirement plans 24
Employment protection agreements 26
Certain transactions 26
Indebtedness 26
RATIFICATION OF SELECTION OF AUDITORS 27
APPROVAL OF AN INCREASE IN AUTHORIZED
COMMON STOCK 27
APPROVAL OF CITIGROUP 2000 STOCK
PURCHASE PLAN 28
The plan 28
Federal income tax consequences 29
STOCKHOLDER PROPOSALS 31
SUBMISSION OF FUTURE STOCKHOLDER
PROPOSALS 34
COST OF ANNUAL MEETING AND PROXY
SOLICITATION 34
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING 35
ANNEX A A-1
PROPOSED AMENDMENT TO CITIGROUP'S
RESTATED CERTIFICATE OF INCORPORATION
ANNEX B B-1
CITIGROUP 2000 STOCK PURCHASE PLAN
</TABLE>
<PAGE> 5
ABOUT THE ANNUAL MEETING
WHO IS SOLICITING MY VOTE?
The board of directors of Citigroup is soliciting your vote at the 2000 annual
meeting of Citigroup's stockholders.
WHAT WILL I BE VOTING ON?
- - Election of Citigroup's board of directors (see page 7).
- - Ratification of KPMG LLP as Citigroup's auditors for 2000 (see page 27).
- - An increase in Citigroup's authorized common stock (see page 27).
- - Approval and adoption of the Citigroup 2000 Stock Purchase Plan (see page 28).
- - Three stockholder proposals (see page 31).
HOW MANY VOTES DO I HAVE?
You will have one vote for every share of Citigroup common stock and three votes
for every share of Citigroup's Series K preferred stock you owned on March 2,
2000 (the record date).
HOW MANY VOTES CAN BE CAST BY ALL STOCKHOLDERS?
3,364,220,649, consisting of
- - one vote for each of Citigroup's 3,362,720,649 shares of common stock that
were outstanding on the record date, and
- - three votes for each of Citigroup's 500,000 shares of Series K preferred stock
that were outstanding on the record date.
The common stock and the Series K preferred stock will vote as a single class on
all matters scheduled to be voted on at the annual meeting. There is no
cumulative voting.
HOW MANY VOTES MUST BE PRESENT TO HOLD THE MEETING?
A majority of the votes that can be cast, or 1,682,110,325 votes. We urge you to
vote by proxy even if you plan to attend the annual meeting, so that we will
know as soon as possible that enough votes will be present for us to hold the
meeting.
DOES ANY SINGLE STOCKHOLDER CONTROL AS MUCH AS 5% OF ANY CLASS OF CITIGROUP'S
STOCK?
No single stockholder controls as much as 5% of the common stock. All of the
Series K preferred stock is held of record by Citibank, N.A. as depositary. The
Series K preferred stock is voted based on instructions given by the beneficial
holders to Citibank.
HOW DO I VOTE?
You can vote either in person at the annual meeting or by proxy without
attending the annual meeting.
To vote by proxy, you must either
- - fill out the enclosed proxy card, date and sign it, and return it in the
enclosed postage-paid envelope,
- - vote by telephone (instructions are on the proxy card), or
- - vote by internet (instructions are on the proxy card).
Citigroup employees who participate in Citigroup benefit plans may receive their
proxy cards separately.
If you want to vote in person at the annual meeting, and you hold your Citigroup
stock through a securities broker (that is, in street name), you must obtain a
proxy from your broker and bring that proxy to the meeting.
CAN I CHANGE MY VOTE?
Yes. Just send in a new proxy card with a later date, or cast a new vote by
telephone or internet, or send a written notice of revocation to Citigroup's
Secretary at the address on the cover of this proxy statement. If you attend the
annual meeting and want to vote in person, you can request that your previously
submitted proxy not be used.
1
<PAGE> 6
WHAT IF I DON'T VOTE FOR SOME OF THE MATTERS LISTED ON MY PROXY CARD?
If you return a signed proxy card without indicating your vote, your shares will
be voted for the nominees listed on the card, for KPMG LLP as auditors for 2000,
for the increase in Citigroup's authorized common stock, for the Citigroup 2000
Stock Purchase Plan, and against the other proposals.
WHAT IF I VOTE "ABSTAIN"?
A vote to "abstain" on any matter will have the effect of a vote against.
CAN MY SHARES BE VOTED IF I DON'T RETURN MY PROXY CARD AND DON'T
ATTEND THE ANNUAL MEETING?
If you don't vote your shares held in street name, your broker can vote your
shares on any of the matters scheduled to come before the meeting, other than
the stockholder proposals.
If you don't vote your shares held in street name, and your broker doesn't vote
them, the votes will be broker nonvotes, which will have no effect on the vote
for any matter scheduled to be considered at the annual meeting other than the
proposed increase in authorized common stock where broker nonvotes will have the
effect of a vote against the proposal.
If you don't vote your shares held in your name, your shares will not be voted.
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
We don't know of any other matters that will be considered at the annual
meeting. If a stockholder proposal that was excluded from this proxy statement
is brought before the meeting, we will vote the proxies against the proposal. If
any other matters arise at the annual meeting, the proxies will be voted at the
discretion of the proxy holders.
WHAT HAPPENS IF THE MEETING IS
POSTPONED OR ADJOURNED?
Your proxy will still be good and may be voted at the postponed or adjourned
meeting. You will still be able to change or revoke your proxy until it is
voted.
---------------------
HOW WE HAVE DONE
ANNUAL REPORT
By now you should have received Citigroup's annual report to stockholders for
1999. We urge you to read it carefully.
FIVE-YEAR CUMULATIVE TOTAL RETURN
The following graph and table compare the annual changes in Citigroup's
cumulative total return for the last five years with the cumulative total return
of
- - the S&P 500 Index,
- - the S&P Financial Index, and
- - a Peer Index.
The S&P Financial Index is made up of the following Standard & Poor's industry
groups: Money Center Banks, Major Regional Banks, Consumer Finance, Diversified
Financial, Insurance Brokers, Investment Management, Life/Health Insurance,
Multi-Line Insurance, Property and Casualty Insurance, Investment
Banking/Brokerage and Savings & Loan Companies. Citigroup and the Federal Home
Loan Mortgage Corporation and the Federal National Mortgage Association (each
government sponsored entities), have been excluded from the Index. The Peer
Index, included to reflect more accurately Citigroup's peers in the industries
in which it operates following the merger of Travelers Group and Citicorp to
form Citigroup (the Citigroup merger), comprises ABN Amro Holding
2
<PAGE> 7
N.V., The Chase Manhattan Corporation, The Hartford Financial Services Group,
Inc., HSBC Holdings plc, MBNA Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley Dean Witter & Co.
The following graph and table show the value at year-end of $100 invested at
the closing price on December 31, 1994 in Citigroup common stock, the S&P 500,
the S&P Financial Index and the Peer Index. The comparisons in this table are
set forth in response to Securities and Exchange Commission (SEC) disclosure
requirements, and therefore are not intended to forecast or be indicative of
future performance of the common stock.
---------------------
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
S&P Financial
December 31 Citigroup S&P 500 Index Index Peer Index
----------- --------- ------------- ------------- ----------
<S> <C> <C> <C> <C>
1994 100.00 100.00 100.00 100.00
1995 197.62 137.53 150.25 148.47
1996 290.16 169.09 203.34 222.56
1997 521.89 225.49 309.71 295.17
1998 486.13 289.92 349.55 332.23
1999 826.89 350.92 348.95 516.80
</TABLE>
Comparison Return Chart
<TABLE>
<CAPTION>
CITIGROUP S&P 500 INDEX S&P FINANCIAL INDEX PEER INDEX
--------- ------------- ------------------- ----------
<S> <C> <C> <C> <C>
1994 100.00 100.00 100.00 100.00
1995 197.62 137.53 150.25 148.47
1996 290.16 169.09 203.34 222.56
1997 521.89 225.49 309.71 295.17
1998 486.13 289.92 349.55 332.23
1999 826.89 350.92 348.95 516.80
</TABLE>
3
<PAGE> 8
STOCK OWNERSHIP
Following the Citigroup merger, Citigroup has continued the best practices and
cultural values of Travelers Group and Citicorp, each of which had long
encouraged stock ownership by its directors, officers and employees to align
their interests with the interests of stockholders. We believe that these
policies have been a significant factor in the excellent returns we have
achieved for Citigroup's stockholders.
As part of our commitment to aligning employee and stockholder interests
- - we pay a significant portion of directors' fees and senior management
compensation in common stock, and
- - our directors and senior management, approximately 90 individuals in all, have
entered into a stock ownership commitment, which provides that they will hold
at least 75% of all Citigroup common stock owned by them on the date they
agree to the commitment and awarded to them in the future, subject to certain
minimum ownership guidelines, for as long as they remain directors or members
of senior management.
For these purposes, "senior management" includes
- - our management committee, comprised of our most senior executives,
- - the planning groups for the Global Consumer, Corporate and Investment Banking
and Global Investment Management and Private Banking businesses, and
- - the most senior members of our corporate staff.
The only exceptions to the stock ownership commitment are gifts to charity,
limited estate planning transactions, and transactions with Citigroup in
connection with exercising options or paying withholding taxes under stock
option and restricted stock plans.
In addition to the stock ownership commitment of directors and senior
management, we foster stock ownership by all of our employees through various
measures. In 1998, in connection with the Citigroup merger, we awarded "founders
grant" stock options to over 32,000 employees in 93 countries. Currently, all
eligible full-time employees of Citigroup in the United States and Canada, other
than officers and directors, receive annual stock option grants under the
"Citibuilder" or "WealthBuilder" programs. We also provide numerous other
opportunities for employees to own common stock through periodic management
stock option grants, restricted or deferred stock awards, and participation in
various other programs, including, if it is approved by stockholders at the
annual meeting, the Citigroup 2000 Stock Purchase Plan that is the subject of
the fourth item to be voted on at the annual meeting. As a result, nearly 100%
of our eligible U.S. employees, and, where permitted, a significant portion of
our non-U.S. employees, own Citigroup common stock outright or are participants
in equity-based programs.
4
<PAGE> 9
The following table shows the beneficial ownership of Citigroup common stock by
our directors and certain executive officers.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
STOCK
COMMON OPTIONS
STOCK EXERCISABLE TOTAL
BENEFICIALLY WITHIN COMMON
OWNED 60 DAYS OF STOCK
EXCLUDING RECORD BENEFICIALLY
NAME POSITION OPTIONS DATE OWNED
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C. Michael Armstrong Director 56,680 56,680
Alain J.P. Belda Director 10,164 10,164
Kenneth J. Bialkin Director 709,509 709,509
Michael A. Carpenter Executive Officer 612,201 68,387 680,588
Kenneth T. Derr Director 34,376 34,376
John M. Deutch Director 39,673 39,673
Ann Dibble Jordan Director 13,109 13,109
Robert I. Lipp Executive Officer 2,213,778 517,757 2,731,535
Reuben Mark Director 30,414 30,414
Michael T. Masin Director 11,300 11,300
Dudley C. Mecum Director 211,873 211,873
Richard D. Parsons Director 14,408 14,408
Andrall E. Pearson Director 167,402 167,402
John S. Reed Chairman and Co-Chief 2,307,762 5,366,251 7,674,013
Executive Officer and Member
of the Office of the Chairman
Robert E. Rubin Director, Member of the Office 21,655 21,655
of the Chairman and Chairman
of the Executive Committee
Franklin A. Thomas Director 64,061 64,061
Sanford I. Weill Chairman and Co-Chief 17,500,746 4,358,296 21,859,042
Executive Officer and Member
of the Office of the Chairman
Edgar S. Woolard, Jr. Director 131,471 131,471
Arthur Zankel Director 376,563 376,563
The Hon. Gerald R. Ford Honorary Director 110,957 110,957
All directors and executive 30,779,824 15,703,029 46,399,547
officers as
a group (35 persons)
</TABLE>
5
<PAGE> 10
At January 31, 2000, no director or executive officer owned
- - any shares of the Company's preferred stock, including the Series K preferred
stock, or
- - as much as 1% of Citigroup's common stock.
Some of the Citigroup shares shown in the preceding table are considered as
beneficially owned under SEC rules, but are shares
- - for which receipt has been deferred under certain directors' deferred
compensation plans,
- - held as a tenant-in-common with family members or trusts,
- - owned by a family member or held by a trust for which the director or
executive officer is a trustee but not a beneficiary,
- - for which the director or executive officer has direct or indirect voting
power but not dispositive power,
- - for which the director or executive officer has direct or indirect voting
power but that are subject to forfeiture and restrictions on disposition, or
- - for which the director or executive officer has neither voting nor dispositive
power,
as shown in the following table.
<TABLE>
<CAPTION>
VOTING VOTING POWER,
TENANT-IN- OWNED BY POWER, BUT SUBJECT TO
COMMON WITH FAMILY BUT NOT FORFEITURE AND NO VOTING OR
RECEIPT FAMILY MEMBER MEMBER DISPOSITIVE RESTRICTIONS ON DISPOSITIVE
DIRECTOR/OFFICER DEFERRED OR TRUST OR TRUST POWER DISPOSITION POWER
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Armstrong 52,259
Mr. Belda 6,414
Mr. Bialkin 164,882
Mr. Carpenter 109 89,879
Mr. Derr 11,324
Mr. Deutch 2,149
Ms. Jordan 1,828
Mr. Lipp 3,228 165,420 23,915 75,463
Mr. Mark 11,664
Mr. Masin 8,300
Mr. Mecum 164,882 3,791*
Mr. Parsons 10,658
Mr. Pearson 164,882
Mr. Reed 2,750 6,462 58,986
Mr. Rubin 16,655
Mr. Thomas 54,607
Mr. Weill 4,320 606,500 450* 25,277 262,117
Mr. Woolard 108,375 5,248
Mr. Zankel 900*
All directors and
executive officers as a
group (35 persons) 769,772 884,511 18,434** 546,219 1,275,361 262,424
</TABLE>
* DISCLAIMS BENEFICIAL OWNERSHIP
** DISCLAIMS BENEFICIAL OWNERSHIP OF AN AGGREGATE OF 8,176 SHARES
6
<PAGE> 11
ELECTION OF DIRECTORS
The board of directors has nominated all of the current directors for
re-election at the 2000 annual meeting, except Robert Shapiro, who recently
resigned as a director, and Mr. Reed who has announced his retirement, effective
at the annual meeting, from all of his officer and director positions at
Citigroup. The one-year terms of all of Citigroup's directors expire at the
annual meeting. Directors will be elected by a plurality of the votes cast.
Directors are not eligible to stand for re-election after reaching the age of 72
except for Mr. Pearson who will not be eligible to stand for re-election after
reaching the age of 75.
THE NOMINEES
The following tables give information -- provided by the nominees -- about their
principal occupation, business experience and other matters.
THE BOARD RECOMMENDS THAT YOU
VOTE FOR EACH OF THE FOLLOWING NOMINEES.
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
C. MICHAEL ARMSTRONG CHAIRMAN AND CHIEF EXECUTIVE OFFICER
61 AT&T CORP.
- Chairman and Chief Executive Officer, AT&T Corp. -- 1997
[PHOTO OF C. MICHAEL ARMSTRONG] to present
- Chairman and Chief Executive Officer, Hughes Electronic
Corporation -- 1992 to 1997
- Officer, International Business Machines
Corporation -- 1961 to 1992
Member, IBM Management Committee
Chairman, IBM World Trade Corporation
- Director of Citigroup (or predecessor) since 1993
- Other Directorships: Thyssen-Bornemisza Group (Supervisory
Board)
- Other Activities: Board of Trustees of Johns Hopkins
University, Yale School of Management (advisory board),
President's Export Council (Chairman), Council on Foreign
Relations (member), National Security Telecommunications
Advisory Committee (member), Defense Policy Advisory
Committee on Trade (member) and Carnegie Hall (Trustee)
</TABLE>
7
<PAGE> 12
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
ALAIN J.P. BELDA PRESIDENT AND CHIEF EXECUTIVE OFFICER
56 ALCOA INC.
[PHOTO OF ALAIN J. BELDA] - Chief Executive Officer, Alcoa Inc. -- 1999 to present
- President -- 1997 to present
- Director, Alcoa Inc. -- 1999 to present
- Chief Operating Officer -- 1997 to 1999
- Vice Chairman -- 1995 to 1997
- Executive Vice President -- 1994 to 1995
- President, Alcoa (Latin America) -- 1991 to 1994
- Vice President -- 1982 to 1991
- President, Alcoa Aluminio SA (Brazil) -- 1979 to 1994
- Joined Alcoa -- 1969
- Director of Citigroup (or predecessor) since 1997
- Other Directorships: Cooper Industries, Inc. and E. I. du
Pont de Nemours and Company
KENNETH J. BIALKIN PARTNER
70 SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
- Joined Skadden, Arps, Slate Meagher & Flom LLP in 1988
[PHOTO OF KENNETH J. BIALKIN] - Director of Citigroup (or predecessor) since 1986
- Other Directorships: Travelers Property Casualty Corp.
(TAP), an approximately 85% owned subsidiary of Citigroup,
The Municipal Assistance Corporation for the City of New
York, Tecnomatix Technologies Ltd. and Sapiens
International Corporation N.V.
- Other Activities: Carnegie Hall (Trustee), New School
University (Visiting Committee, Graduate Faculty), American
Jewish Historical Society (President), America -- Israel
Friendship League (Chairman) and Council on Foreign
Relations (member)
KENNETH T. DERR CHAIRMAN OF THE BOARD, RETIRED
63 CHEVRON CORPORATION
- Chairman and Chief Executive Officer, Chevron
[PHOTO OF KENNETH T. DERR] Corporation -- 1989 to 1999
- Vice Chairman -- 1985 to 1988
- Director, Chevron Corporation -- 1981 to 1999
- President and Chief Executive Officer, Chevron USA
Inc. -- 1979 to 1984
- Vice President -- 1972
- Assistant to the President -- 1969
- Joined Chevron Corporation -- 1960
- Director of Citigroup (or predecessor) since 1987
- Other Directorships: AT&T Corp. and Potlatch Corporation
- Other Activities: American Petroleum Institute (Director)
and The Business Council (member)
</TABLE>
8
<PAGE> 13
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
JOHN M. DEUTCH INSTITUTE PROFESSOR
61 MASSACHUSETTS INSTITUTE OF TECHNOLOGY
- Director of Central Intelligence Agency -- 1995 to 1996
[PHOTO OF JOHN M. DECTCH] - Deputy Secretary, U.S. Department of Defense -- 1994
- Under Secretary, U.S. Department of Defense -- 1993
- Institute Professor, M.I.T. -- 1990
- Provost, M.I.T. -- 1985 to 1990
- Dean of Science, M.I.T. -- 1982 to 1985
- Under Secretary, U.S. Department of Energy -- 1979 to 1980
- Director, Energy Research of the U.S. Department of
Energy -- 1978
- Director of Citigroup (or predecessor) since 1996 (and
1987 to 1993)
- Citibank, N.A. director -- 1987 to 1993 and 1996 to 1998
- Other Directorships: Ariad Pharmaceuticals, Inc., CMS
Energy, Cummins Engine Company, Inc., Raytheon Company and
Schlumberger, Ltd.
ANN DIBBLE JORDAN CONSULTANT
65 - Director of the Department of Social Services for the
University of Chicago Medical Center -- 1986 to 1987
[PHOTO OF ANN DIBBLE JORDAN] - Field Work Associate Professor at the School of Social
Service Administration of the University of Chicago -- 1970
to 1987
- Director of Social Services of Chicago Lying-in
Hospital -- 1970 to 1985
- Director of Citigroup (or predecessor) since 1989
- Other Directorships: Johnson & Johnson Corporation and
Automatic Data Processing, Inc.
- Other Activities: The National Symphony Orchestra
(Director), The Phillips Collection (Director) and Child
Welfare League (Director)
REUBEN MARK CHAIRMAN AND CHIEF EXECUTIVE OFFICER
61 COLGATE-PALMOLIVE COMPANY
[PHOTO OF REUBEN MARK] - Chairman of the Board and Chief Executive Officer,
Colgate-Palmolive Company -- 1986 to present
- Chief Executive Officer -- 1984 to 1986
- President (Chief Operating Officer) -- 1983 to 1984
- Director, Colgate-Palmolive Company -- 1983
- Executive Vice President -- 1981 to 1983
- Group Vice President -- 1979 to 1981
- Vice President and General Manager, Household Products
Division -- 1975 to 1979
- President and General Manager (Venezuela and
Canada) -- 1970 to 1974
- Joined Colgate-Palmolive Company -- 1963
- Director of Citigroup (or predecessor) since 1996
- Other Directorships: Pearson plc and Time Warner Inc.
</TABLE>
9
<PAGE> 14
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
MICHAEL T. MASIN VICE CHAIRMAN AND DIRECTOR
55 GTE CORPORATION
DESIGNATED PRESIDENT AND VICE CHAIRMAN OF COMPANY TO BE
[PHOTO OF MICHAEL T. MASIN] FORMED BY MERGER OF GTE CORPORATION AND BELL ATLANTIC
- President - International, GTE Corporation -- 1995 to
present
- Vice Chairman -- 1993 to present
- Partner, O'Melveny & Myers -- 1977 to 1993
- Director of Citigroup (or predecessor) since 1997
- Other Directorships: Compania Nacional Telefonos de
Venezuela, BCT Telus Communications, Inc., and Puerto Rican
Telephone Company
- Other Activities: Carnegie Hall (Trustee), W.M. Keck
Foundation (Trustee) and China-American Society (Trustee);
Business Committee of Board of Trustees of the Museum of
Modern Art (member), Dean's Advisory Council of Dartmouth
College (member) and Dean's Council of UCLA School of Law
(member)
DUDLEY C. MECUM MANAGING DIRECTOR
65 CAPRICORN HOLDINGS, LLC
- Managing Director, Capricorn Holdings, LLC -- 1997 to
[PHOTO OF DUDLEY C. MECUM] present
- Partner, G.L. Ohrstrom & Co. -- 1989 to 1996
- Managing Partner, KPMG LLP (New York office) -- 1979 to
1985
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: TAP, Dyncorp, Lyondell Companies,
Inc., Suburban Propane Partners, MLP and CCC Information
Services, Inc.
</TABLE>
10
<PAGE> 15
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
RICHARD D. PARSONS PRESIDENT
51 TIME WARNER INC.
[PHOTO OF RICHARD D. PARSONS] - President, Time Warner Inc. -- 1995 to present
- Director, Time Warner Inc. -- 1991 to present
- Chairman and Chief Executive Officer, Dime Savings Bank of
New York -- 1991 to 1995
- President and Chief Operating Officer, Dime Savings Bank
of New York -- 1988 to 1990
- Associate, Partner and Managing Partner, Patterson,
Belknap, Webb & Tyler -- 1977 to 1988
- General Counsel and Associate Director, Domestic Council,
White House -- 1975 to 1977
- Deputy Counsel to the Vice President, Office of the Vice
President of the United States -- 1975
- Assistant and First Assistant Counsel to the Governor,
State of New York -- 1971 to 1974
- Director of Citigroup (or predecessor) since 1996
- Citibank, N.A. director 1996 to 1998
- Other Directorships: Estee Lauder Companies Inc. and
Philip Morris Companies Inc.
ANDRALL E. PEARSON CHAIRMAN AND CHIEF EXECUTIVE OFFICER
74 TRICON GLOBAL RESTAURANTS, INC.
- Chairman and Chief Executive Officer, Tricon Global
[PHOTO OF ANDRALL E. PEARSON] Restaurants, Inc. -- 1997 to present
- Operating Partner, Clayton, Dubilier & Rice, Inc. -- 1993
to 1997
Chairman of the Board and Director, Alliant Foodservice
Inc., a subsidiary of Clayton, Dubilier & Rice, Inc.
Director, KINKO's Inc., a subsidiary of Clayton,
Dubilier & Rice, Inc.
- Professor, Harvard Business School -- 1985
- President and Chief Operating Officer, PepsiCo,
Inc. -- 1971 to 1984
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: DBT-OnLine, Inc.
ROBERT E. RUBIN DIRECTOR, MEMBER OF THE OFFICE OF THE CHAIRMAN AND
61 CHAIRMAN OF THE EXECUTIVE COMMITTEE
CITIGROUP INC.
[PHOTO OF ROBERT E. RUBIN] - Secretary of the Treasury of the United States -- 1995 to
1999
- Assistant to the President for Economic Policy -- 1993 to
1994
- Co-Senior Partner and Co-Chairman, Goldman, Sachs &
Co. -- 1990 to 1992
- Vice-Chairman and Co-Chief Operating Officer -- 1987 to
1990
- Management Committee -- 1980
- General Partner -- 1971
- Joined Goldman, Sachs & Co. -- 1966
- Other Directorships: Ford Motor Company
- Other Activities: Local Initiatives Support Corporation
(Chairman) and The Mount Sinai School of Medicine (Trustee)
</TABLE>
11
<PAGE> 16
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
FRANKLIN A. THOMAS FORMER PRESIDENT
65 THE FORD FOUNDATION
- President, The Ford Foundation -- 1979 to 1996
[PHOTO OF FRANKLIN A. THOMAS] - Private practice of law -- 1978 to 1979
- President, Bedford-Stuyvesant Restoration
Corporation -- 1967 to 1977
- Director of Citigroup (or predecessor) since 1970
- Citibank, N.A. director -- 1970 to 1998
- Other Directorships: Alcoa, Inc., Cummins Engine Company,
Inc., Lucent Technologies, Inc., Pepsico, Inc. and CONOCO
Inc.
SANFORD I. WEILL CHAIRMAN
66 CO-CHIEF EXECUTIVE OFFICER
MEMBER OF THE OFFICE OF THE CHAIRMAN
[PHOTO OF SANFORD I. WEILL] CITIGROUP INC.
- Chairman and Co-Chief Executive Officer, Citigroup
Inc. -- 1998 to present
- Chairman of the Board and Chief Executive Officer,
Travelers Group -- 1986 to 1998
- President -- 1986 to 1991
- President, American Express Company -- 1983 to 1985
- Chairman of the Board and Chief Executive Officer,
American Express Insurance Services, Inc. -- 1984 to 1985
- Chairman of the Board, Shearson Lehman Brothers
Holdings Inc. -- 1984 to 1985
- Chairman of the Board and Chief Executive Officer, or a
principal executive officer, Shearson Lehman Brothers
Inc. -- 1965 to 1984
- Founding Partner, Shearson Lehman Brothers Inc.'s
predecessor partnership -- 1960 to 1965
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: TAP, AT&T Corp., E.I. du Pont de
Nemours and Company and United Technologies Corp.
- Other Activities: The Business Roundtable (member), The
Business Council (member), Board of Trustees, Carnegie Hall
(Chairman), Baltimore Symphony Orchestra (Director), Board
of Governors of New York Hospital (member), Board of
Overseers of the Joan and Sanford I. Weill Medical College
& Graduate School of Medical Sciences of Cornell
University (Chairman), The New York and Presbyterian
Hospitals (Trustee), Cornell University's Johnson Graduate
School of Management Advisory Board (member), Cornell
University (Trustee Emeritus), National Academy Foundation
(Chairman) and United States Treasury Department's Working
Group on Child Care (member)
</TABLE>
12
<PAGE> 17
<TABLE>
<CAPTION>
NAME AND AGE AT POSITION, PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE
RECORD DATE AND DIRECTORSHIPS
- ---------------------------------------------------------------------------------------------------
<S> <C>
EDGAR S. WOOLARD, JR. FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER
65 E.I. DU PONT DE NEMOURS AND COMPANY
[PHOTO OF EDGAR S. WOOLARD] - Chairman, E.I. du Pont de Nemours and Company -- 1995 to
1997
- Chairman and Chief Executive Officer -- 1989
- President and Chief Operating Officer -- 1987
- Vice Chairman -- 1985
- Executive Vice President and Director -- 1983
- Joined E.I. du Pont de Nemours and Company -- 1957
- Director of Citigroup (or predecessor) since 1987
- Other Directorships: Apple Computer, Inc.
- Other Activities: The Business Council (member)
ARTHUR ZANKEL GENERAL PARTNER
68 ZANKEL CAPITAL ADVISORS, LLC
- General Partner, Zankel Capital Advisors, LLC -- 2000 to
[PHOTO OF ARTHUR ZANKEL] present
- General Partner, First Manhattan Co. -- 1965 to 1999
- Co-Managing Partner, First Manhattan Co. -- 1980 to 1997
- Director of Citigroup (or predecessor) since 1986
- Other Directorships: TAP, Vicorp Restaurants, Inc. and
White Mountains Insurance Group Ltd.
- Other Activities: Carnegie Hall (Trustee), Jerusalem
Foundation, Inc. (Trustee) and UJA-Federation (Trustee)
--------------------------------
THE HONORABLE FORMER PRESIDENT OF THE UNITED STATES
GERALD R. FORD, - President of the United States -- August 1974 through
HONORARY DIRECTOR* January 1977
86 - Vice President of the United States -- December 1973
[PHOTO OF GERALD R. FORD] through August 1974
- Director or Honorary Director of Citigroup (or
predecessor) since 1986
- Other Positions: National Association of Securities
Dealers, Inc. (Director), Chase Bank of Texas (Advisory
Director) and American Express Company (Advisor to the
Board)
*The Hon. Gerald R. Ford is an honorary director and as such
is appointed by the Board and does not stand for election.
</TABLE>
MEETINGS OF THE BOARD OF DIRECTORS
The board of directors met eight times in 1999. Each director attended at least
75 percent of the total number of meetings of the board of directors and board
committees of which he or she was a member in 1999.
COMMITTEES OF THE BOARD OF DIRECTORS
The standing committees of the board of directors are:
The executive committee, which acts on behalf of the board if a matter requires
board action before a meeting of the full board can be held.
The audit committee, which
- - reviews the audit plans and findings of the independent auditors and
Citigroup's internal audit and risk review staff, and the results of
regulatory examinations, and tracks management's corrective actions plans
where necessary,
13
<PAGE> 18
- - reviews with the chief financial officer any significant financial items
and/or changes in accounting policies,
- - reviews the adequacy of Citigroup's compliance programs and internal control
environment and reviews significant tax and legal matters and
- - recommends to the board the annual appointment of independent auditors and
evaluates their independence and performance.
Subcommittees of the audit committee cover Citigroup's corporate and investment
banking businesses and the consumer business. In addition, TAP has a separate
audit committee, comprised of non-management directors of TAP.
The risk, capital and subsidiaries committee, which reviews
- - substantive business risk exposures identified to it by senior management and
Citigroup's capacity to absorb those risks;
- - Citigroup's capital structure; and
- - the financial position of principal subsidiaries and corporate governance
processes for managing them.
The public affairs committee, which reviews Citigroup's relationship with
external constituencies and how Citigroup is viewed by those constituencies. The
committee reviews Citigroup's policies, postures and programs that relate to
public issues of significance to Citigroup and the public at large. These
include the impact of business and business practices on the communities where
Citigroup does business, its ethics and business code of conduct, employee
diversity and other significant public policy issues.
The personnel, compensation and directors committee, which evaluates the efforts
of Citigroup and the board of directors to maintain effective corporate
governance practices and identifies candidates for election to the board of
directors. The committee will consider candidates suggested by directors or
stockholders. Nominations from stockholders, properly submitted in writing to
Citigroup's Secretary, will be referred to the committee for consideration. The
committee or a subcommittee described below reviews the compensation actions for
senior management, which includes the management committee, members of the
business planning groups and the most senior members of corporate staff and is
assisted by an independent compensation consulting firm. The committee also
approves broad-based and special compensation plans across Citigroup.
The incentive compensation subcommittee of the personnel, compensation and
directors committee establishes compensation for the members of the Office of
the Chairman and certain other senior executives, and has the exclusive
authority to approve all compensation for Citigroup's executive officers.
All of the committees except the executive committee are comprised entirely of
non-management directors.
14
<PAGE> 19
The following table shows the membership and the number of meetings of each
committee during 1999.
<TABLE>
<CAPTION>
PERSONNEL,
RISK, CAPITAL COMPENSATION INCENTIVE
DIRECTOR EXECUTIVE AUDIT AND SUBSIDIARIES PUBLIC AFFAIRS AND DIRECTORS COMPENSATION
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Armstrong X X
Mr. Belda X X
Mr. Bialkin X X X
Mr. Derr X X Chair
Mr. Deutch X X
Ms. Jordan X X X
Mr. Mark X X
Mr. Masin X X
Mr. Mecum X Chair X
Mr. Parsons X X X
Mr. Pearson X X X
Mr. Reed X
Mr. Rubin Chair*
Mr. Thomas X Chair X X
Mr. Weill X
Mr. Woolard X X X X
Mr. Zankel X X Chair Chair
- ----------------------------------------------------------------------------------------------
1999 meetings 0 7 4 4 8 4
</TABLE>
* SINCE OCTOBER 1999
PERSONNEL, COMPENSATION AND DIRECTORS
COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION AND CERTAIN RELATIONSHIPS
The persons shown above as the members of the personnel, compensation and
directors committee were the only members of the committee during 1999. Mr.
Bialkin is a partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP
which performs legal services for Citigroup and its subsidiaries. Decisions
regarding compensation for executives covered by Section 16(a) of the Securities
Exchange Act of 1934 (Exchange Act) and Section 162(m) of the Internal Revenue
Code are made by the incentive compensation subcommittee, of which Mr. Bialkin
is not a member.
Robert Shapiro, who, prior to his recent resignation from Citigroup's board, was
a member of the personnel, compensation and directors committee and its
incentive compensation subcommittee, is an executive officer of Monsanto
Company, of which Mr. Reed is a director.
Except for Mr. Reed, Mr. Rubin and Mr. Weill, no director or nominee is a
current or former officer or employee of Citigroup or any of its subsidiaries.
Mr. Weill's son, Marc P. Weill, is an executive officer of Citigroup.
DIRECTORS' COMPENSATION
Directors' compensation is determined by the board. Since its initial public
offering in 1986, Travelers Group and its predecessors, and now Citigroup, have
paid outside directors in common stock, to assure that the directors have an
ownership interest in common with other stockholders. Outside directors and the
honorary director currently receive an annual retainer of $125,000, payable
either 100% in common stock, receipt of which may be deferred at the director's
election, or up to 50% in cash to cover taxes and the remainder in common stock.
Directors receive no additional compensation for participation on board
committees. Additional compensation for special assignments is determined on a
case by case basis, but no such additional compensation was paid to any director
in 1999.
Directors who are employees of Citigroup or its subsidiaries do not receive any
compensation for their services as directors.
15
<PAGE> 20
EXECUTIVE COMPENSATION
REPORT OF THE PERSONNEL, COMPENSATION
AND DIRECTORS COMMITTEE ON
EXECUTIVE COMPENSATION
COMMITTEE RESPONSIBILITIES. The Personnel, Compensation and Directors
Committee, or a subcommittee thereof (the "Committee") is responsible, among
other things, for evaluating the efforts of the Company and the Board of
Directors to maintain effective corporate governance practices and identifying
candidates for election to the Company's Board of Directors. The Committee will
consider candidates suggested by directors or stockholders. Nominations from
stockholders, properly submitted in writing to the Secretary of the Company,
will be referred to the Committee for consideration. The Committee sets the
compensation for the Office of the Chairman and approves compensation for those
other members of senior management who comprise the Management Committee (the
"Management Committee"). In addition, the Committee reviews the compensation for
senior management which includes members of the business planning groups and the
most senior members of corporate staff and approves the compensation of all
highly paid officers. Further, the Committee approves broad-based and special
compensation plans across the Company. In executing its compensation
responsibilities, the Committee utilizes the assistance of an independent
compensation consulting firm.
No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries. One member, Mr. Bialkin, is a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP, which performs legal
services for the Company and its subsidiaries from time to time. Therefore,
decisions regarding compensation actions for any executives covered by Section
16(a) of the Securities Exchange Act of 1934 and Section 162(m) of the Internal
Revenue Code are made by the Incentive Compensation Subcommittee of which Mr.
Bialkin is not a member.
STATEMENT OF PHILOSOPHY. The Company seeks to attract and retain highly
qualified employees at all levels, and in particular, those whose performance is
most critical to the Company's success. To accomplish this, the Company is
willing to provide superior compensation for superior performance. Such
performance is generally measured on the performance of a business unit or on
the performance of the Company as a whole, or using both criteria, as the nature
of an executive's responsibilities may dictate. Factors considered include
earnings, earnings per share, return on equity, return on capital, return on
assets, balance sheet and capital strength, risk containment, franchise
expansion, customer satisfaction, adherence to corporate values and
contributions to both operating unit and Company-wide achievement. In conducting
its assessment, the Committee reviews changes in the Company's and its
individual business units' overall financial results over time, as well as
similar data for comparable companies to the extent available. The Co-Chief
Executive Officers present to the Committee their assessment of executives,
their accomplishments, and individual and corporate performance.
STOCK OWNERSHIP COMMITMENT. It is the Company's longstanding policy to strongly
encourage stock ownership by both directors and senior management as it serves
to closely align the interests of management with those of the stockholders. As
such, ownership is encouraged in the following ways:
- - at least 50% of director fees are paid in Company stock
- - a broad group of employees, including all members of senior management, are
paid a significant portion of annual bonus in the form of forfeitable
restricted or deferred Company stock
- - periodic stock option grants are made globally, with over 76,877 employees
currently holding an outstanding option grant
- - employees below the senior executive level are provided the opportunity to own
stock through various programs such as the stock purchase plans, the
Citibuilder 401(k) plan, and the Citibuilder and the WealthBuilder stock
option programs.
16
<PAGE> 21
As noted above, to further underscore the Company's commitment to stock
ownership, all members of the Board of Directors and senior executives have
committed to hold at least 75% of any Company stock previously granted,
currently owned or awarded to them in the future as long as they remain
directors or senior executives (the "Stock Ownership Commitment"). Senior
executives include the Management Committee, members of the business planning
groups and the most senior members of corporate staff. Charitable gifts, limited
estate planning transactions, and transactions with the Company in connection
with participation in stock option and restricted stock plans are exempted from
this commitment. The Committee believes that this Stock Ownership Commitment has
played, and will continue to play, a significant part in driving the Company's
success in creating value for its stockholders.
COVERED EXECUTIVE COMPENSATION. To secure the deductibility of bonuses awarded
to the five executives (the "Covered Executives") named in the Summary
Compensation Table that follows this report, bonuses to these executives have
been awarded under the Citigroup 1999 Executive Performance Plan (the
"Compensation Plan"), except Mr. Rubin whose compensation is governed by an
employment agreement (the "Employment Agreement") which is described on page 26.
The Compensation Plan was approved by stockholders in 1999 and establishes
certain performance criteria for determining the maximum amount of bonus
compensation available for the Covered Executives. Under the Compensation Plan,
the creation of any bonus pool for Covered Executives is contingent upon the
Company achieving at least a 10% return on equity, as defined in the plan. The
amount of the bonus pool is calculated based upon the extent to which the return
on equity equals or exceeds the 10% minimum threshold.
The Compensation Plan further establishes that the maximum percentage of the
bonus pool that may be awarded to a Covered Executive is 30%. The Committee may
award a bonus to each Co-Chief Executive Officer in an amount equal to a maximum
of 30% of the bonus pool. The total of the maximum percentages for all Covered
Executives shall not exceed 100% of the bonus pool. The Committee nevertheless
has the discretion to reduce or eliminate payments under the Compensation Plan
to account for results relative to subjective factors, including an executive's
individual performance.
The maximum bonus pool for 1999 for the Covered Executives of the Company, other
than Mr. Rubin, was approximately $179.5 million. The amounts awarded to these
Covered Executives from the bonus pool and to Mr. Rubin under his Employment
Agreement, are set forth in the Summary Compensation Table below and total
approximately $41 million.
COMPONENTS OF COMPENSATION. Compensation of executive officers consists of base
salary, discretionary bonus awards, a significant portion of which is paid in
forfeitable restricted or deferred stock, and stock option grants. Executive
officers also participate in benefit plans available to employees generally.
Examination of competitors' pay practices is conducted periodically to ensure
that the Company's compensation policies continue to enable it to attract
outstanding new people, and motivate and retain current valuable employees.
Consistent with the Company's compensation policies, a portion of each executive
officer's bonus equal to 25% of his or her annual compensation (salary and
bonus) was paid in restricted or deferred stock.
Bonuses are discretionary (subject to certain maximum amounts as specified in
the Compensation Plan for the executive officers, other than Mr. Rubin). Bonuses
generally represent a substantial part of total compensation for the Company's
executives. Because a percentage of the bonus is awarded in the form of
forfeitable restricted or deferred stock, bonus awards are not only a short-
term cash reward but also a long-term incentive related directly to the
enhancement of stockholder value. The vesting period applicable to awards of
restricted or deferred stock to executives has been three years in furtherance
of the long-term nature of such compensation.
17
<PAGE> 22
The Company also takes reasonable steps to obtain the fullest possible corporate
tax deduction for all forms of compensation paid to its executives by qualifying
under Section 162(m) of the Internal Revenue Code, provided such steps are in
the best interests of stockholders.
1999 COMPENSATION. 1999 proved to be an excellent year, with record earnings
approaching $10 billion. This represented a 61% increase in EPS and a 22.7%
return on the Company's equity. These financial results came from strong
performance across all businesses. Profits were further enhanced by realization
of the Company's targeted $2 billion expense reduction program.
The Committee believes that the leadership of the Office of the Chairman was
central to these accomplishments. The compensation awarded each member is
detailed in the tables that follow this report.
THE PERSONNEL, COMPENSATION AND DIRECTORS COMMITTEE:
Arthur Zankel (Chair)
Kenneth J. Bialkin
Ann Dibble Jordan
Andrall E. Pearson
Franklin Thomas
Richard D. Parsons
Edgar S. Woolard, Jr.
COMPENSATION TABLES
The tables on pages 19 to 24 profile Citigroup's compensation for the members of
the Office of the Chairman, including the Co-Chief Executive Officers, and our
two other most highly compensated executive officers (the covered executives),
including salaries and bonuses paid during the last three years and 1999 option
grants and exercises. The form of the tables is set by SEC regulations.
Summary compensation table
The following table shows the compensation of the covered executives for 1997,
1998 and 1999. Share numbers have been restated to eliminate fractional shares
held by the covered executives as a result of stock dividends paid in 1993,
1996, 1997 and 1999 as well as the mergers with The Travelers Corporation (1993)
and Salomon Inc (1997) and the Citigroup merger (1998).
18
<PAGE> 23
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION AWARDS
ANNUAL COMPENSATION SECURITIES
OTHER RESTRICTED UNDERLYING
NAME AND PRINCIPAL ANNUAL STOCK STOCK OPTIONS ALL OTHER
POSITION AT COMPENSATION AWARDS (NUMBER OF COMPENSATION
DECEMBER 31, 1999 YEAR SALARY ($) BONUS ($) ($)(A) ($)(B) SHARES) (C) ($)(D)
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John S. Reed(E) 1999 $1,000,000 $8,749,134 $ 93,075 $3,250,866 0 $101,650
Chairman and Co-Chief 1998 1,666,667 7,858,333 26,334 0 2,625,000 90,400
Executive Officer and 1997 1,500,000 2,500,000 42,019 0 1,125,000 90,000
Member of the Office of the
Chairman
Robert E. Rubin(F) 1999 183,333 1,881,976 -- 917,899 1,500,000 165
Director, Chairman of the
Executive Committee and
Member of the Office of the
Chairman
Sanford I. Weill 1999 1,000,000 8,732,474 448,577 4,356,698 6,868,384 2,022
Chairman and Co-Chief 1998 1,025,000 6,167,816 237,253 3,109,579 11,417,797 2,520
Executive Officer and 1997 1,025,000 6,168,034 260,269 3,109,288 18,066,190 1,404
Member of the Office of the
Chairman
Michael A. Carpenter 1999 600,000 5,082,016 -- 2,525,310 493,367 --
Co-Chief Executive 1998 600,000 1,560,027 0 853,297 1,108,201 576
Officer - Global 1997 600,000 1,110,000 0 653,289 375,744 576
Corporate and Investment
Bank
Robert I. Lipp(G) 1999 600,000 3,600,004 86,893 1,866,660 1,054,811 1,980
Chairman and Chief 1998 600,000 2,985,034 113,402 1,486,621 1,823,023 1,404
Executive Officer - 1997 600,000 2,985,003 145,347 1,486,662 1,578,063 900
Global Consumer Business
</TABLE>
Notes to summary compensation table
(A) Except as shown in this column, no executive officer received other annual
compensation during 1999 required to be shown in this column. Mr. Reed's other
compensation includes $81,074.76 for required use of company transportation. Mr.
Weill's other compensation includes $141,525 for required use of company
transportation. Mr. Lipp's other compensation includes $71,860 for use of
company transportation.
(B) Restricted stock awards are made under Citigroup's capital accumulation
programs (CAP), except that Mr. Lipp's award for 1997 was made under the TAP
Capital Accumulation Plan (TAP CAP).
For officers subject to CAP for the periods shown, a portion of compensation is
paid in restricted stock. Generally, awards of restricted stock under CAP are
discounted 25% from market value to reflect restrictions on transfer and the
possibility of forfeiture. All of the covered executives participate in the
Citibuilder CAP program, with 25% of their annual compensation (salary and
bonus) paid in restricted stock. In addition, under the terms of the Citibuilder
CAP program, Mr. Reed's stock award was not discounted. CAP is mandatory for
Citigroup senior management and certain other employees.
(Footnotes continued on following page)
19
<PAGE> 24
(Footnotes continued from preceding page)
Under CAP, a recipient may not transfer restricted stock for three years after
the award. If the recipient is still employed by Citigroup at the end of three
years, the restricted stock becomes fully vested and freely transferable
(subject to the stock ownership commitment described above). From the date of
award, the recipient can vote the restricted stock and receives full dividends.
As of December 31, 1999 (including awards made in January 2000 for 1999, but
excluding awards that vested in January 2000), total holdings of restricted
stock of Citigroup and the market value of such shares for the covered
executives was:
<TABLE>
<CAPTION>
EXECUTIVE SHARES MARKET VALUE
- ------------------------------------------------
<S> <C> <C>
Mr. Reed 58,986 $ 3,284,782.88
Mr. Weill 262,117 14,596,640.44
Mr. Rubin 16,655 927,475.31
Mr. Carpenter 89,879 5,005,136.81
Mr. Lipp 75,463 4,202,345.81
</TABLE>
The market price at the end of 1999 was $55.6875 per share. All shares were
awarded under CAP.
(C) Except for the 2,625,000 options awarded him in November 1998 under the
founders grant, Mr. Weill has not received any option grants since our initial
public offering in 1986 other than reload options. The grant of reload options
did not increase Mr. Weill's net equity position.
(D) Includes supplemental life insurance paid by Citigroup. For Mr. Reed,
includes cash compensation earned under the Citicorp Savings Incentive Plan.
Amounts in excess of contribution limits established by the IRS are paid to Mr.
Reed in cash. This program is no longer available to senior executives.
(E) Mr. Reed became an officer and director of Citigroup in October 1998
following the Citigroup merger. As the Citigroup merger was accounted for as a
pooling of interests, the information in this proxy statement assumes Mr. Reed's
employment by Citigroup for all of 1997 and 1998.
Under the Citicorp Deferred Compensation Plan, Mr. Reed's 1997 and 1998 annual
incentive awards were paid 75% in cash and 25% in deferred share units whose
return is equivalent to the return on shares of common stock for a period of
five years from the date the award was granted, at which time the deferred award
is payable in cash. To the extent dividends are declared on the common stock,
dividend equivalents will be credited on the share units in the form of
additional units, which will automatically be reinvested.
(F) As Mr. Rubin became an officer and director of Citigroup on October 26,
1999, his compensation is for the period from October 26, 1999 through December
31, 1999.
(G) We estimate that for 1997 and 1998 approximately 80% of Mr. Lipp's
compensation was for services to TAP and approximately 20% was for services to
Citigroup and its affiliates (other than TAP and its subsidiaries). Until
October 1998, Mr. Lipp served as TAP's Chairman of the Board, Chief Executive
Officer and President. Since that time, he has continued to serve as TAP's
Chairman in addition to serving as Chief Executive Officer of Citigroup's global
consumer business.
The bonus compensation Mr. Lipp received for 1997 and 1998 includes bonus
compensation paid to him for services rendered to both Citigroup and TAP. His
restricted stock award in 1997 was made under TAP CAP, which is substantially
identical to CAP. At December 31, 1999, Mr. Lipp held 34,010 shares of TAP
common stock under TAP CAP with a market value of $1,164,842.50. The market
price of TAP common stock at the end of 1999 was $34.25 per share.
Stock options granted table
The following table shows 1999 stock option grants to the covered executives.
All 1999 stock option grants, including reload options, were made under the
Citigroup 1999 Stock Incentive Plan (SIP) or the Travelers Group 1996 Stock
Incentive Plan. The value of stock options depends upon a long-term increase in
the market price of the common stock: if the stock price does not increase, the
options will be worthless; if the stock price does increase, the increase will
benefit all stockholders.
20
<PAGE> 25
The table describes options as either "initial" or "reload." Unless otherwise
stated,
- - The per share exercise price of all options is the composite closing price on
the New York Stock Exchange (the NYSE) on the trading day before the option
grant.
- - Initial options generally vest in cumulative installments of 20% on each
anniversary of the grant date, so that the options become fully exercisable
five years after the grant, and remain exercisable until the tenth anniversary
of the grant.
Reload options
All 1999 option grants to covered executives were reload options, except the
grant to Mr. Rubin. Under the reload program, option holders can use Citigroup
common stock they have owned for at least six months to pay the exercise price
of their options and have shares withheld for the payment of income taxes due on
exercise. They then receive a new reload option to make up for the shares they
used or had withheld.
Reload options maintain the option holder's commitment to Citigroup by
maintaining as closely as possible the holder's net equity position -- the sum
of shares owned and shares subject to option.
The personnel, compensation and directors committee determines at the time of
grant whether an option may be exercised under the reload program, and may amend
the program guidelines at any time. For optionees who are eligible to
participate in the reload program, the issuance of a reload option is not a new
discretionary grant by Citigroup. Rather, the issuance results from rights that
were granted to the option holder as part of the initial option grant. Reload
options are subject to several restrictions.
- - The option holder cannot receive a reload option unless the market price of
the stock on exercise is at least 20% greater than the exercise price. (An
option holder can exercise an option at a lower price, but he or she will not
receive a reload option.)
- - If the option holder receives a reload option, the shares acquired must be
held for two years, other than a small portion to account for the difference
between the statutory minimum withholding rate and the highest marginal tax
rate. Employees who are subject to the stock ownership commitment are not
subject to this holding period.
- - The reload option does not vest (i.e., become exercisable) for six months.
- - The expiration date of the reload option is the same as that of the initial
grant.
21
<PAGE> 26
1999 OPTION GRANTS
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
% OF TOTAL
NUMBER OF OPTIONS GRANTED
SHARES UNDERLYING TO ALL EMPLOYEES EXERCISE OR GRANT DATE
OPTIONS GRANTED(A) IN 1999 BASE PRICE EXPIRATION PRESENT VALUE
NAME INITIAL RELOAD INITIAL RELOAD ($ PER SHARE) DATE ($)(B)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
John S. Reed 0 0
========= =========
Robert E. Rubin 1,500,000 0 8.1 $47.8125 10/26/09 $18,457,107
========= ========= === ===========
Sanford I. Weill 0 73,200 .25 49.0833 2/18/03 474,682
910,869 3.12 49.0833 10/30/02 5,906,743
2,919,850 10.02 50.1667 10/30/02 19,360,118
1,373,101 4.71 50.1667 4/30/03 9,104,373
65,344 .22 50.1667 2/18/03 433,268
397,195 1.36 53.3750 11/02/08 2,440,659
1,088,405 3.73 55.8750 4/30/03 6,990,348
40,420 .14 58.0000 2/18/03 271,312
--------- ----- -----------
Total 0 6,868,384 23.56 44,981,502
========= ========= ===== ===========
Michael A. Carpenter 0 35,004 .12 34.1667 2/03/05 155,263
56,257 .19 35.5000 2/03/05 260,299
19,270 .07 43.0625 11/01/06 115,343
67,465 .23 47.5000 2/03/05 449,703
28,434 .10 48.7500 2/03/05 190,698
61,881 .21 48.6250 2/03/05 414,779
47,409 .16 47.3750 2/03/05 307,755
17,450 .06 54.2500 11/01/06 109,081
111,131 .38 53.3750 11/02/08 682,871
16,671 .06 58.0000 11/01/06 111,901
15,802 .05 58.0000 2/03/05 106,068
16,593 .06 55.3125 11/01/06 104,787
--------- ----- -----------
Total 0 493,367 1.69 3,008,548
========= ========= ===== ===========
Robert I. Lipp 0 26,914 .09 40.8333 1/28/08 149,403
206,625 .71 50.1667 11/02/02 1,370,031
46,567 .16 50.1667 2/22/03 308,767
101,265 .35 50.1667 5/02/03 671,439
38,923 .13 50.1667 11/26/04 258,083
45,328 .16 50.1667 12/14/05 300,551
18,021 .06 50.1667 11/01/06 119,489
21,028 .07 47.3333 11/26/04 134,191
23,457 .08 47.3333 12/14/05 149,688
18,334 .06 47.3333 11/01/06 116,999
20,959 .07 47.8125 11/26/04 116,317
17,360 .06 54.2500 11/01/06 108,518
22,708 .08 54.2500 1/28/08 141,949
111,137 .38 53.3750 11/02/08 682,908
22,780 .08 54.8750 12/14/05 143,561
119,011 .41 55.8750 11/02/02 764,355
66,035 .23 55.8750 2/22/03 424,114
55,887 .19 55.8750 5/02/03 358,938
16,444 .06 55.8750 11/26/04 105,613
18,755 .06 57.1875 11/26/04 121,705
20,921 .07 57.1875 12/14/05 135,760
16,352 .06 57.1875 11/01/06 106,111
--------- ----- -----------
Total 0 1,054,811 3.62 6,788,487
========= ========= ===== ===========
</TABLE>
22
<PAGE> 27
Notes to option grant table
(A) The total options outstanding at the end of 1999 for each covered
executive is shown as "number of shares underlying unexercised options at 1999
year-end" in the table "1999 aggregated option exercises and year-end option
values" below.
(B) The "grant date present value" numbers in the table were derived by
application of a variation of the Black-Scholes option pricing model. The
following assumptions were used in employing the model
- - Stock price volatility was calculated using the weekly closing price of
Citigroup common stock on the NYSE for the year before the option grant date.
- - The risk-free interest rate for each option grant was the interpolated market
yield on the date of grant on a Treasury bill with a term identical to the
subject estimated option life, as reported by the Federal Reserve.
- - The dividend yield (based upon the actual annual dividend rate during 1999)
was assumed to be constant over the life of the option.
- - For reload options, which vest six months after the date of grant, exercise
was assumed to occur approximately twelve months after the grant date, based
on each individual's historical experience of the average period between the
grant date and exercise date.
- - For options that vest at a rate of 20% per year, exercise was assumed to occur
approximately five years after the grant date, based on an estimate of the
average period between the grant date and exercise date.
- - The values arrived at through the Black-Scholes model were discounted by
18.75% to reflect the reduction in value (as measured by the estimated cost of
protection) of the options for senior management due to the holding
requirements of the stock ownership commitment. The discount has been reduced
from 25%, which was used in prior years, to 18.75%, to reflect the change in
the percentage ownership requirements under the stock ownership commitment.
For purposes of calculating the discount, a five year holding period was
assumed even though a particular executive may be a member of senior
management for more or less than five years.
Option exercises table
The following table shows the aggregate number of shares underlying options
exercised in 1999 and the value at year-end of outstanding options, whether or
not exercisable.
---------------------
1999 AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SHARES VALUE OF UNEXERCISED IN
UNDERLYING UNEXERCISED THE MONEY OPTIONS AT 1999
SHARES ACQUIRED VALUE REALIZED OPTIONS AT 1999 YEAR-END YEAR-END($)(C)
NAME ON EXERCISE(A) ($)(B) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John S. Reed 0 $0 4,500,001 3,307,500 $178,856,449 $81,825,539
Robert E. Rubin 0 0 0 1,500,000 0 11,805,000
Sanford I. Weill 7,737,195 75,692,513 6,870,015 3,626,020 41,285,724 52,062,333
Michael A. Carpenter 655,375 12,230,745 60,694 1,200,336 532,335 26,375,513
Robert I. Lipp 1,278,001 18,464,135 456,730 1,333,349 2,521,531 22,065,397
</TABLE>
(Footnotes on following page)
23
<PAGE> 28
Notes to options exercised table
(A) This column shows the number of shares underlying options exercised in
1999 by the covered executives. The actual number of shares received by these
individuals from options exercised in 1999 (net of shares used to cover the
exercise price and withheld to pay income tax) was:
<TABLE>
<CAPTION>
EXECUTIVE SHARES
- -----------------------------------------------
<S> <C>
Mr. Reed 0
Mr. Rubin 0
Mr. Weill 868,809
Mr. Carpenter 162,008
Mr. Lipp 223,188
</TABLE>
(B) "Value realized" is the difference between the exercise price and the
market price on the exercise date, multiplied by the number of options
exercised. "Value realized" numbers do not necessarily reflect what the
executive might receive if he or she sells the shares acquired by the option
exercise, since the market price of the shares at the time of sale may be higher
or lower than the price on the exercise date of the option. All of the covered
executives have made the stock ownership commitment (described above) to hold at
least 75% of their Citigroup stock while they are members of senior management.
(C) "Value of unexercised in the money options" is the aggregate, calculated
on a grant by grant basis, of the product of the number of unexercised options
at the end of 1999 multiplied by the difference between the exercise price for
the grant and the year-end market price, excluding grants for which the
difference is equal to or less than zero.
RETIREMENT PLANS
Domestic employees of Citigroup are currently covered by a single qualified
pension plan, The Citigroup Pension Plan (the Qualified Plan). This plan
provides different benefit formulas for different portions of the covered
population. Employees become eligible to participate in the Qualified Plan after
one year of service, and benefits under the Qualified Plan generally vest after
5 years of service. The normal form of benefit under the Qualified Plan is a
joint and survivor annuity (payable over the life of the participant and spouse)
for married participants, and a single life annuity (payable
for the participant's life only) for single participants. Other forms of payment
are also available.
In addition, there are nonqualified programs to provide for retirement benefits
in respect of covered compensation in excess of the Internal Revenue Code
compensation limit ($160,000 for 1999), or in respect of benefits accrued in
excess of the Internal Revenue Code benefit limit ($130,000 for 1999).
The specific provisions governing retirement benefits for covered executives are
detailed below.
Pension Changes Effective
January 1, 2000
Effective January 1, 2000, the Qualified Plan was amended to provide a cash
balance benefit formula (the Citibuilder cash balance formula) to the majority
of Qualified Plan participants who were Citicorp employees prior to the
Citigroup merger. Participants who were pre-merger Citicorp employees, and who,
as of December 31, 1999:
- - Were at least 45 years of age,
- - Had at least 5 years of service, and
- - Had age and service totaling at least 60,
are considered to be "grandfathered" and will continue to accrue benefits under
the prior formula for Citicorp employees. The benefit payable at retirement
under this formula is based on a specified percentage of the average of covered
compensation for the five highest paid years of the last ten years of
employment, offset by an estimated social security benefit.
The Citibuilder cash balance benefit is expressed in the form of a hypothetical
account balance. Benefit credits accrue annually at a rate between 2% and 7%;
the rate increases with age and service. Interest credits are applied annually
to the prior year's balance; these credits are based on the yield on 30-year
Treasury bonds. Although the normal form of the benefit is an annuity, the
hypothetical account balance is also payable as a single lump sum.
24
<PAGE> 29
In addition to pre-merger Citicorp employees, select Qualified Plan participants
who were pre-merger Travelers Group employees, and who are now Citigroup
employees, are covered under the Citibuilder cash balance formula beginning
January 1, 2000.
Mr. Reed is a grandfathered participant; his benefits are determined under the
prior Citicorp formula. Messrs. Weill, Rubin, and Lipp are covered under the
Citibuilder cash balance formula beginning January 1, 2000. Benefits for Messrs.
Weill and Lipp for service accrued prior to January 1, 2000 were determined
under the Travelers Group cash balance formula described below.
Benefits for Former Travelers Group Employees
Pre-merger Travelers Group employees are covered by a different cash balance
formula (the Travelers Group cash balance formula). The Travelers Group cash
balance benefit is also expressed in the form of a hypothetical account balance.
Benefit credits accrue annually at a rate between 0.75% and 7.0%; the rate
increases with age and service. An additional amount of 1% to 2.5% accrues in
respect of covered compensation in excess of the Social Security Wage Base
($72,600 for 1999, increasing to $76,200 for 2000). Interest credits are applied
annually to the prior year's balance; these credits are based on the yield on
30-year Treasury bonds. Although the normal form of the benefit is an annuity,
the hypothetical account balance is also generally payable as a single lump sum
upon retirement.
Nonqualified pension plans
Citigroup sponsors nonqualified programs which provide benefit accruals in
respect of compensation or benefits exceeding Internal Revenue Service
limitations (described above). The formula governing these nonqualified accruals
mirrors the applicable formula in the Qualified Plan.
The supplemental nonqualified plan covering Mr. Reed was amended in 1999 to
limit covered compensation. The annual compensation limit for Mr. Reed is
defined as the sum of base salary as of December 31, 1999, plus 85% of his
variable compensation target for 1998. The covered compensation for Mr. Reed for
1999 is $4,505,000.
For participants covered by the Citibuilder cash balance formula, there is a
limit of $500,000 on compensation covered by the nonqualified plan. This limit
applies to future nonqualified accruals for Messrs. Weill, Rubin, and Lipp.
For certain participants covered by the Travelers Group cash balance formula,
there is a limit of $300,000 on compensation covered by the nonqualified plan.
For other participants (including employees of Salomon Smith Barney), a
nonqualified benefit is not provided. Hence, Mr. Carpenter is not currently
covered for nonqualified accruals.
In addition to these programs, there is a Supplemental Retirement Plan (SERP)
which, for certain pre-merger Travelers Group employees, provided additional
pension benefits for service through the end of 1993. Accruals under the SERP
were frozen as of December 31, 1993. Messrs. Weill and Lipp participate in this
frozen SERP.
Estimated annual benefits under all plans
The estimated annual benefit provided in total by all plans described above,
expressed in the form of a single life annuity, is as follows:
<TABLE>
<CAPTION>
YEARS OF
SERVICE THROUGH ESTIMATED ANNUAL
EXECUTIVE 1999 BENEFIT
- ----------------------------------------------------------
<S> <C> <C>
Mr. Reed 34 $2,720,000
Mr. Rubin 0 7,757
Mr. Weill 13 634,160
Mr. Lipp 13 294,804
Mr. Carpenter 4 21,310
</TABLE>
These estimates are based on the following assumptions:
- - The benefit is determined as of age 65, or current age if greater, except that
for Mr. Reed the benefit is determined as of age 61, his actual age at
scheduled retirement.
- - Covered compensation for each covered executive remains constant at 1999
levels.
- - Regulatory limits on compensation and benefits, and the Social Security Wage
Base remain constant at 1999 levels.
25
<PAGE> 30
- - The interest crediting rate for cash balance benefits for 1999 (5.5%) remains
constant.
- - The interest rate used to convert hypothetical account balances to annual
annuities for 1999 (5.5%) remains constant.
EMPLOYMENT PROTECTION AGREEMENTS
In 1986 Citigroup's predecessor entered into an agreement with Mr. Weill
(amended in 1987), which provides that Mr. Weill will receive an annual salary,
incentive participation and employee benefits as determined from time to time by
the board. The agreement contains automatic one-year renewals (unless notice of
nonrenewal is given by either party). If Mr. Weill's employment is terminated
without cause, Mr. Weill will be paid and will receive other employee benefits
in effect at the termination date through the remaining term of the agreement,
and also will be entitled to two years additional vesting and exercise of his
stock options (and a cash payment based on the value of any portion of the stock
options that would not vest within such additional period). During such period
of continuing payments and stock option vesting and exercise, Mr. Weill would be
subject to certain confidentiality and other provisions in favor of Citigroup.
Mr. Rubin is party to an employment agreement dated as of October 26, 1999,
under which he has agreed to serve as Director, Chairman of the Executive
Committee and a member of the Office of the Chairman of Citigroup. The agreement
provides that Mr. Rubin will receive a base salary of $1 million annually and a
bonus for each of 2000 and 2001 of $14 million, which bonus amounts are being
deferred. As reflected in the summary compensation table, these amounts were
prorated for 1999. The agreement provides for a grant in each of 1999 and 2000
of 1.5 million Citigroup stock options and certain other benefits. If Mr.
Rubin's employment is terminated without cause, or under certain circumstances,
the agreement provides for certain continued payments and vesting of stock
options and CAP awards. Following any termination, Mr. Rubin would be subject to
certain confidentiality and other provisions in favor of Citigroup.
CERTAIN TRANSACTIONS
The Travelers Insurance Company, The Travelers Life & Annuity Company, Travelers
Casualty and Surety Company and The Standard Fire Insurance Company, each a
subsidiary of Citigroup, purchased during 1999 limited partnership interests in
Capricorn Investors III, L.P. (the Fund). The Fund is a limited partnership
whose business is to acquire equity and equity-like securities in public or
private companies. Dudley Mecum, a Citigroup director, is a managing director of
Capricorn Holdings, LLC, the general partner of the Fund. Citigroup's aggregate
indirect investment in the Fund, $7.5 million, made through the subsidiaries
listed above, represents less than 10% of the capital of the Fund.
On March 14, 2000, Edgar Woolard, a Citigroup director, was appointed Chairman
of the Board of Directors of Telex Communications Group, Inc. (Telex), a company
which is an indirect majority-owned subsidiary of Greenwich Street Capital
Partners, L.P. (Greenwich Street), a fund in which Citigroup has a general
partner interest as well as a limited partnership interest. In connection with
the appointment, Mr. Woolard was awarded warrants to purchase up to 4% of Telex
and up to an additional 5% under certain circumstances, in each case, at a
nominal exercise price.
Coincident with the appointment, Mr. Woolard, through a partnership in which he
has a controlling interest, purchased from Greenwich Street and certain
affiliates of Citigroup 10% of their interest in Telex, for a purchase price of
$15 million, which represents a premium to their acquisition cost for such
shares.
INDEBTEDNESS
Before and during 1999, certain executive officers have incurred indebtedness to
Salomon Smith Barney, a wholly owned subsidiary of Citigroup and a registered
broker-dealer, and/or other broker/ dealer subsidiaries of Citigroup, on margin
loans against securities accounts. The margin loans were made in the ordinary
course of business on substantially the same terms (including interest rates and
collateral) as those prevailing for comparable
26
<PAGE> 31
transactions for other persons, and did not involve more than the normal risk of
collectibility or present other unfavorable features.
Certain transactions involving loans, deposits and sales of commercial paper,
certificates of deposit and other money market instruments and certain other
banking transactions occurred during 1999 between Citibank and other Citigroup
banking subsidiaries on the one hand and certain directors or executive officers
of Citigroup, members of their immediate families, corporations or organizations
of which any of them is an executive officer or partner or of which any of them
is the beneficial owner of 10% or more of any class of securities, or associates
of the directors, the executive officers or their family members on the other.
The transactions were made in the ordinary course of business on substantially
the same terms, including interest rates and collateral, that prevailed at the
time for comparable transactions with other persons and did not involve more
than the normal risk of collectibility or present other unfavorable features.
Mr. Jones, an executive officer, is indebted to Citigroup under a forgivable
loan made to him by Citigroup in an original principal amount of $1.2 million.
The maximum amount of Mr. Jones' indebtedness to Citigroup during 1999 was
$800,000, which was reduced to $400,000 in September 1999. The principal of the
loan is forgiven in equal annual installments of $400,000 during the three-year
term of the loan. The loan was made in connection with Mr. Jones' agreement to
leave his prior position to join Citigroup. If Mr. Jones resigns or is
terminated for any reason, the outstanding principal amount of the loan will
become immediately due together with interest at the rate of 10% accruing from
the date of termination. The loan is otherwise non-interest bearing. In
connection with the September reduction of the loan, Mr. Jones was indebted to
Citigroup with respect to withholding taxes paid on his behalf by Citigroup,
which Mr. Jones subsequently repaid. The amount of the advance was $149,000.
---------------------
RATIFICATION OF SELECTION OF AUDITORS
The board of directors has selected KPMG LLP as the independent auditors of
Citigroup for 2000. KPMG has served as the independent auditors of Citigroup and
its predecessors since 1969. Arrangements have been made for a representative of
KPMG to attend the Annual Meeting. The representative will have an opportunity
to make a statement if he or she desires to do so, and will be available to
respond to appropriate stockholder questions.
The selection of KPMG as Citigroup's auditors must be ratified by a majority of
the votes cast at the annual meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF KPMG AS
CITIGROUP'S INDEPENDENT AUDITORS FOR 2000.
APPROVAL OF AN INCREASE IN AUTHORIZED COMMON STOCK
On January 18, 2000, the board of directors unanimously approved an amendment to
Citigroup's certificate of incorporation to permit Citigroup to issue up to 10
billion shares of common stock. The board directed that the amendment be voted
on by stockholders. The form of the proposed amendment is attached to this proxy
statement as Annex A.
Citigroup is currently permitted to issue up to an aggregate of 6 billion shares
of common stock. As of March 2, 2000, 3,415,766,559 shares of common stock were
issued and outstanding including 44,697,099 shares that were held by Citigroup's
subsidiaries. Approximately 594 million additional shares were reserved for
issuance under Citigroup's compensation and benefit plans, and
27
<PAGE> 32
837,526 shares were reserved for issuance upon conversion of outstanding
Citigroup convertible securities. As of March 2, 2000, Citigroup could issue
1,989,395,915 shares of common stock.
The board would like to increase the number of shares of common stock that
Citigroup can issue for possible stock splits, acquisitions, financings and
other corporate purposes. The board believes that stock splits enhance the
liquidity and marketability of the common stock by increasing the number of
shares outstanding and lowering the price per share. The board has approved
stock splits on six prior occasions: 3-for-2 in May 1999, 3-for-2 in November
1997, 4-for-3 in November 1996, 3-for-2 in May 1996, 4-for-3 in August 1993 and
3-for-2 in February 1993. Taken together, these splits are equivalent to a
9-for-1 split.
Citigroup does not currently plan to issue any of the additional shares of
common stock and is subject to some restrictions on its ability to do so. NYSE
rules require stockholder approval of issuances of common stock under certain
circumstances including when the number of shares to be issued equals or exceeds
20% of the voting power outstanding (for Citigroup currently, issuance of more
than approximately 672.8 million shares of common stock). The board can issue
shares from time to time in accordance with SEC and NYSE rules without obtaining
the approval of stockholders.
Newly authorized shares would have the same rights as the presently authorized
shares, including the right to cast one vote per share and to receive dividends
paid by Citigroup. Although the authorization would not, in itself, have any
effect on your rights as a stockholder, issuance of additional shares of common
stock for other than a stock split or dividend could, under certain
circumstances, have a dilutive effect on voting rights and earnings per share.
In order to avoid share dilution, Citigroup has consistently offset share
issuances under employee plans by repurchasing shares of common stock in the
open market. Stockholders do not have preemptive rights.
While the issuance of shares in certain instances may have the effect of
forestalling a hostile takeover, the board does not intend or view the increase
in authorized common stock as an anti-takeover measure, nor is Citigroup aware
of any proposed or contemplated transaction of this type.
The increase in Citigroup's authorized share capital must be approved by a
majority of all outstanding shares.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENT
TO CITIGROUP'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE TO
10 BILLION THE SHARES OF COMMON STOCK AUTHORIZED FOR ISSUANCE.
APPROVAL OF CITIGROUP 2000 STOCK PURCHASE PLAN
On January 18, 2000, Citigroup's board of directors approved the Citigroup 2000
Stock Purchase Plan and recommended submitting the plan to stockholders for
approval at the annual meeting. If approved, the plan will become effective May
1, 2000.
The plan enables eligible employees to purchase common stock through payroll
deductions. The plan is intended to qualify under section 423 of the Internal
Revenue Code and its regulations. If section 423 is amended in any way, the
personnel, compensation and directors committee may amend the plan to conform to
such changes. The following summary is qualified by reference to the complete
text of the plan, which is attached as Annex B.
THE PLAN
Up to 50 million shares of common stock, subject to adjustments for stock
dividends, splits and other events that affect the number of shares of common
stock outstanding, may be issued under the plan. Stock subject to purchase under
the plan will be shares of common stock that have been authorized but unissued,
or have been previously issued and reacquired by Citigroup, or both.
Maximum purchase. The plan is open to eligible employees of Citigroup and
participating subsidiaries. A participant's stock purchases during a calendar
year may not exceed the lesser of
28
<PAGE> 33
- - a percentage of the participant's compensation or a total dollar amount as
specified by the committee, or
- - $25,000.
Benefits. Since participation in the plan is voluntary, future benefits to be
allocated to any individual or group of individuals under the plan cannot be
determined at this time.
Stock purchase agreement. Participants will enter into a stock purchase
agreement with Citigroup. The agreement will state the number of shares of
common stock to be purchased and will authorize Citigroup during the offering
period to withhold from the participant's pay amounts that, together with
accrued interest, will equal the purchase price of the shares. Citigroup or the
appropriate participating subsidiary will credit these amounts to a plan
account, and this account will bear interest at a rate determined by the
committee.
Types of offering. The plan provides for both fixed price and variable price
offerings. In a fixed price offering, the purchase price of a share of common
stock will be at least 85% of its fair market value on the date of the
agreement. In a variable price offering, the purchase price of a share of common
stock will be at least 85% of its fair market value on the date of purchase.
Offering periods will be established by the committee, but may not exceed 27
months for a fixed price offering and five years for a variable price offering.
The committee determines which type of offerings it will make.
Purchase of shares. At the end of the offering period, if the fair market value
of a share of common stock is equal to or greater than the purchase price
specified in the agreement, the shares covered by the agreement automatically
will be purchased by the participant with the funds held on behalf of the
participant in the plan account. However, the participant may elect not to
purchase any shares or to purchase fewer than all of the shares covered by the
agreement. Any balance in the plan account held on behalf of the participant
after purchase of the shares, including accrued interest, will be paid to the
participant. If a participant does not purchase any shares, all funds in the
plan account held on his or her behalf, including accrued interest, will be paid
to the participant.
The committee may permit a participant to purchase all or part of the shares
before the end of the offering period. If the participant elects to purchase
stock before the end of the offering period, but does not have enough funds held
on his or her behalf in the plan account, the participant must pay the balance
in a manner approved by the committee.
Termination of agreement. A participant may terminate the agreement before the
end of the offering period and receive a cash refund of his or her funds in the
plan account, including accrued interest. The committee will determine how long
a participant must wait before he or she may participate in the plan again.
Termination of employment. The committee will determine the effects of a
participant's retirement, death, disability, leave of absence or any other
termination of employment during the offering period.
Change of control. In the event of or in anticipation of a change in control of
Citigroup, the committee may at any time adjust the terms of outstanding
agreements as it deems appropriate to reflect the change of control, or may
cause the surviving corporation in the change of control to assume the
outstanding agreements or enter into substitute agreements.
Amendments. The committee may amend, suspend or discontinue the plan or amend
outstanding agreements made under the plan as long as such action is not
prohibited by section 423 of the Internal Revenue Code.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of the principal United States federal income
tax consequences of transactions under the plan. The summary is not intended to
be exhaustive, does not constitute tax advice and does not describe state, local
or foreign tax consequences.
29
<PAGE> 34
The plan is intended to be a tax-qualified "employee stock purchase plan" under
section 423 of the Internal Revenue Code. The plan is not qualified under
section 401(a) of the Code and is not subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
Amounts deducted from a participant's pay under the plan remain taxable income
to the participant in the year the amounts are earned, and are subject to
taxation to the same extent as other compensation income received by the
participant. Participants will not recognize additional taxable income either
- - when the agreement is entered into or
- - when the shares are purchased.
The participant must pay taxes on the interest he or she accrues. The tax basis
of the shares purchased will be the price at which they are purchased. The
participant's holding period for a share will begin on the date he or she
purchases the shares.
If stock purchased under the plan is held for more than
- - one year after the date of purchase and
- - two years after the date of the agreement, or if the participant dies at any
time while holding the shares, the participant will recognize ordinary
compensation income at the time of disposition (by sale, exchange or gift) or
death equal to the lesser of
- - the excess of the fair market value of the shares on the date of the agreement
over the purchase price or
- - the excess of the fair market value of the shares at the time of the
disposition or death over the purchase price.
The participant's basis in the shares disposed of will be increased by the
amount of ordinary income recognized. Any additional gain recognized on the
disposition will be taxed as long-term capital gain.
If stock purchased under the plan is held for less than one year after the date
of purchase or less than two years after the date of the agreement, the
participant will recognize ordinary income at the time of disposition (by sale,
exchange or gift) to the extent that the fair market value of the stock at the
date of purchase was greater than the purchase price. This amount is considered
ordinary compensation income in the year of disposition (by sale, exchange or
gift) and is subject to tax withholding even if no gain is realized on the
disposition. Any additional gain or loss recognized by the participant on the
disposition will be short-term or long-term capital gain or loss, depending on
the participant's holding period for the shares transferred.
Citigroup or a participating subsidiary will not receive a tax deduction when
shares are acquired under the plan and held for the requisite period described
above. However, when stock is purchased under the plan and the shares are
disposed of prior to the one and two year periods described above, the
participant's employer generally is entitled to a tax deduction at that time and
in the amount of the compensation income recognized by the participant.
RECOMMENDATION
We believe the plan is an effective means of aligning the interests of a broad
range of employees with the interests of our stockholders.
Approval of the plan must be ratified by a majority of the votes cast at the
annual meeting.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE
CITIGROUP 2000 STOCK PURCHASE PLAN.
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STOCKHOLDER PROPOSALS
PROPOSAL 1
Harold Kurte and Robert L. Kurte, 2701 Edgewater Court, Weston, Florida 33332,
beneficial owners of 375 shares, have submitted the following proposal for
consideration at the annual meeting:
SHAREHOLDER PROPOSAL OF HAROLD KURTE AND ROBERT L. KURTE FOR THE 1999 ANNUAL
MEETING OF CITIGROUP INC.
"WHEREAS WE BELIEVE:
That all directors of Citigroup Inc. should be elected directly by the
shareholders of the corporation.
And at the present time there exists the situation where the Board of this
corporation can create an honorary directorship who through not being elected by
the shareholders are therefore not accountable to the shareholders of this
company.
"AND WHEREAS:
The position of honorary director receives the same benefits and compensation as
those directors of the corporation who are elected annually by all shareholders
of the corporation.
"HEREBY BE IT RESOLVED:
The position of honorary director be immediately eliminated and that from hence
forward all directors of Citigroup Inc. be elected by all the shareholders of
the corporation.
SUPPORTING STATEMENT
More than 200 years ago the people living in what has become known as the United
States fought a revolution to create the country we now live in. The rallying
cry of that event: "NO TAXATION, WITHOUT REPRESENTATION," came to represent the
feelings of those who rose up in rebellion.
Today the Shareholders of Citigroup Inc. are facing a similar situation where
the board of this corporation had decided to create a "separate" class of
directors. Who by the simple fact that they are not elected by the shareholders
of this company are no longer accountable to them even though they enjoy the
same perks and privileges as those members of the Board elected by the
shareholders.
In effect the shareholders of the company are unfairly taxed to the amount of at
least $125,000 in annual retainer that this director receives along with other
compensation not required to be disclosed to shareholders.
Therefore we feel that All directors should and must be elected by All the
shareholders of the corporation and hope you will support our proposal.
MANAGEMENT COMMENT
The title of "honorary director" that has been given to the Hon. Gerald R. Ford
is in recognition of his prior contributions to the Board and his continued
status as an advisor and consultant to the Board. Indeed, the Board is
privileged to be able to avail itself of his advice and wisdom.
The mere grant of an honorary title, without more, does not create a separate
class of directors. The Hon. Gerald R. Ford does not have the right to vote on
any actions taken by the Board, his presence at meetings of the Board of
Directors does not count for quorum purposes and he is not subject to director
liability. The
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<PAGE> 36
characterization of his position with the Board as constituting a separate class
of directors is untrue and, therefore, the proposal lacks merit.
THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.
PROPOSAL 2
Richard A. Dee, 115 East 89th Street, New York, New York 10128, beneficial owner
of 540 shares, has submitted the following proposal for consideration at the
annual meeting:
"IT IS HEREBY REQUESTED THAT THE BOARD OF DIRECTORS PROMPTLY ADOPT A
RESOLUTION CALLING FOR ESTABLISHMENT OF A STOCKHOLDER MATCHING GIFT PROGRAM,
SIMILAR TO AND PATTERNED ON EMPLOYEE MATCHING GIFT PROGRAMS, THAT WILL ENABLE
CITIGROUP STOCKHOLDERS TO HAVE ALL OR A PORTION OF THE DIVIDENDS TO WHICH THEY
BECOME ENTITLED PAID TO QUALIFYING ORGANIZATIONS OF THEIR CHOICE, WITH SUCH
CONTRIBUTIONS MATCHED BY THE COMPANY TO AN EXTENT DETERMINED BY THE BOARD.
"Such a program will provide the owners of Citigroup, its stockholders,
with incentives and a way to leverage their generosity similar to those that
well over 1,000 forward-looking companies now provide their employees.
"For many years, support of educational and other socially-beneficial
organizations has been encouraged by the Employee Matching Gift Programs.
Education is widely considered to be the most crucial factor that will determine
our nation's future, and educational organizations receive about 75% of the
value of matching gifts generated by similar well-established and well-accepted
programs offered by over a thousand forward-looking companies.
"A Stockholder Matching Gift Program similar to and patterned upon Employee
Matching Gift Programs, will provide a new right and a new sense of
participation to Citigroup stockholders, most of whom, in common with the
stockholder-owners of most large publicly-owned companies, now experience little
if any connection to the company.
"The Stockholder Matching Gift Program concept is new, and establishment of
such a program for Citigroup stockholders therefore will require action by the
Board of Directors -- as called for by the Proposal. Program implementation and
day-to-day operation will be the responsibility of management.
"In recent years, stockholders of a growing number of major publicly-owned
companies, including Citigroup, have been critical of corporate charity -- its
extent and its recipients. A Stockholder Matching Gift Program will enable
Citigroup stockholders to designate, relative to their ownership interests in
the company, the amounts and recipients of at least some part of the company's
charity.
"Although matching gift programs that enable the leveraging of individual
charity are available to many investors through their employers, a far greater
number, including many Citigroup stockholders, have no access at all to these
important and valuable socially-beneficial programs because they are self-
employed or employees or retirees of companies without such programs.
"Because the financial needs of many stockholders decline following their
retirement, opportunities to leverage their generosity through Stockholder
Matching Gift Programs hopefully will serve as powerful incentives for many such
stockholders to increase substantially their contributions to
socially-beneficial organizations.
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"Investors have begun to look with favor upon companies genuinely concerned
with the nation's future -- companies that consider contributions to the
nation's future "affordable". A Stockholder Matching Gifts Program will enhance
Citigroup's reputation as an active and concerned corporate citizen, and the
cost of such a program will be more than justified by increased community
goodwill and the building of a more loyal and supportive stockholder base.
"PLEASE VOTE FOR THIS PROPOSAL."
MANAGEMENT COMMENT
The establishment of the program called for by the proposal could subject
Citigroup to substantial financial liability, as well as costly administrative
burdens. In addition, by removing from the Board the ability to determine how
much money would be expended for and in connection with dividend payments, the
proposal could cause Citigroup to violate Delaware law. Therefore, it is not in
the best interests of Citigroup.
Implementation of the proposal would require Citigroup management to allocate
indeterminate amounts of corporate funds, over and above dividend payments, in
order to match the contributions made by stockholders. The indeterminate nature
of stockholder-directed contributions would undercut the ability of the Board of
Directors to make proper determinations to declare and pay dividends in
accordance with applicable law. In addition, the proposal does not specify
whether it relates to cash dividends or stock dividends, each of which raises
significant issues. If a cash dividend were declared, a matching contribution
could be of such magnitude that Citigroup would be unable to pay it out of funds
properly available for dividends. Similarly, if a stock dividend were declared,
a matching contribution could be of such magnitude that the total dividend
payment could exceed the number of shares authorized under Citigroup's
certificate of incorporation.
Corporate philanthropy and community involvement are significant functions at
Citigroup, and are undertaken through the Citigroup Foundation, as well as
through various business initiatives, which focus Citigroup's charitable
resources on numerous worthy entities in the markets in which we operate.
THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.
PROPOSAL 3
Clinton G. Weiman, M.D. 2 Roberta Lane, Greenwich, Connecticut, 06830,
beneficial owner of 7,479 shares, has submitted the following proposal for
consideration at the annual meeting:
Whereas, Citigroup discontinued the matching gift program on December 31, 1998.
During 1998 the Corporation was responsible for matching funds to various
organizations to the extent of eight million dollars ($8,000,000). Of this eight
million dollars the Board of Directors as individuals contributed about two
million dollars to charitable organizations of their choice. Therefore,
Citigroup had to match the two million dollars, twenty-five percent of the
entire program.
Whereas, the Board of Directors regularly make a recommendation to stockholders
regarding stockholder proposals, it would seem reasonable they would recommend
stockholders approve this proposal since the Directors are major users of the
benefit.
Whereas, this program allows and encourages Citigroup staff and retirees to
participate in financial support of their favorite charities it should be
reinstituted. There is a critical need in todays world for our citizens to
financially support educational institutions, Health care enterprises and
cultural organizations.
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Whereas, Citigroup's highly compensated executives often receive accolades for
their charitable contributions; there should be an equal opportunity for
individuals who are not in highly compensated positions to receive credit for
support of their favorite charities.
Resolved, since it is perceived the organization regards this expense as
unnecessary, it is suggested a cap of five thousand dollars be placed on any
employee or retiree's annual charitable contribution requiring matching.
Certainly, this would put the Directors in a position to recommend stockholders
approve this proposal.
MANAGEMENT COMMENT
The establishment of the program called for by the proposal could subject
Citigroup to substantial financial liability, as well as costly administrative
burdens. Therefore, it is not in the best interests of Citigroup.
Corporate philanthropy and community involvement are significant functions at
Citigroup, and are undertaken through the Citigroup Foundation, as well as
through various business initiatives, which focus Citigroup's charitable
resources on numerous worthy entities in the markets in which we operate.
Citigroup management also offers employees the opportunity to participate in
Citigroup's Volunteer Incentive Program, which complements Citigroup's existing
charitable programs and does not subject Citigroup to substantial financial
liability.
THE BOARD RECOMMENDS THAT YOU VOTE AGAINST THIS PROPOSAL.
Adoption of this stockholder proposal must be ratified by a majority of the
votes cast at the annual meeting.
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS
Under SEC rules, a stockholder who intends to present a proposal at the next
annual meeting of stockholders and who wishes the proposal to be included in the
proxy statement for that meeting must submit the proposal in writing to the
Secretary of Citigroup, at the address on the cover of this proxy statement. The
proposal must be received no later than November 17, 2000.
Stockholders who do not wish to follow the SEC rules in proposing a matter for
action at the next annual meeting must notify Citigroup in writing of the
information required by the provisions of Citigroup's by-laws dealing with
stockholder proposals. The notice must be delivered to Citigroup's Corporate
Secretary between December 18, 2000 and January 17, 2001. You can obtain a copy
of Citigroup's by-laws by writing the Corporate Secretary at the address shown
on the cover of this proxy statement.
COST OF ANNUAL MEETING AND PROXY SOLICITATION
Citigroup pays the cost of the annual meeting and the cost of soliciting
proxies. In addition to soliciting proxies by mail, Citigroup may solicit
proxies by personal interview, telephone and similar means. No director, officer
or employee of Citigroup will be specially compensated for these activities.
Citigroup also intends to request that brokers, banks and other nominees solicit
proxies from their principals and will pay the brokers, banks and other nominees
certain expenses they incur for such activities. Citigroup has retained Morrow &
Co. Inc., a proxy soliciting firm, to assist in the solicitation of proxies, for
an estimated fee of $20,000, plus reimbursement of certain out-of-pocket
expenses.
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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING
Section 16(a) of the Exchange Act requires Citigroup's officers and directors,
and persons who own more than ten percent of a registered class of Citigroup's
equity securities, to file reports of ownership and changes in ownership with
the SEC and the NYSE, and to furnish Citigroup with copies of the forms. Based
on its review of the forms it received, or written representations from
reporting persons, Citigroup believes that, during 1999, each of its officers,
directors and greater than ten percent stockholders complied with all such
filing requirements.
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ANNEX A
PROPOSED AMENDMENT TO CITIGROUP'S
RESTATED CERTIFICATE OF INCORPORATION
------------------------------------------------------------------------
The first sentence of paragraph A, Article FOURTH, is hereby amended to
read in its entirety as follows:
The total number of shares of Common Stock which the Corporation
shall have authority to issue is Ten Billion (10,000,000,000)
shares of Common Stock having a par value of one cent ($.01) per
share.
------------------------------------------------------------------------
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ANNEX B
CITIGROUP 2000 STOCK PURCHASE PLAN
(EFFECTIVE MAY 1, 2000)
- --------------------------------------------------------------------------------
1. PURPOSE
The purposes of the Citigroup 2000 Stock Purchase Plan are (i) to serve as
an employment incentive and (ii) to encourage stock ownership by Eligible
Employees in order to align their long-term financial interests with those of
the Company's stockholders. It is the intention of the Company to have the Plan
qualify as an "employee stock purchase plan" under Section 423 of the Code. The
provisions of the Plan, accordingly, shall be construed so that participation in
the Plan will be consistent with the requirements of that Section of the Code.
2. EFFECTIVE DATE AND DURATION OF PLAN
The Plan will become effective May 1, 2000, subject to approval by the
stockholders of the Company. No Agreement shall be entered into pursuant to the
Plan after April 30, 2010, unless the Plan is terminated earlier in accordance
with the provisions of Section 21.
3. DEFINITIONS
"AGREEMENT" means a stock purchase agreement, the form of which has been
approved by the Committee, pursuant to which Eligible Employees may purchase
Common Stock under the Plan.
"BOARD" means the Board of Directors of the Company.
"CHANGE OF CONTROL" has the meaning set forth in Section 17.
"CLOSING DATE" means the last day of the stated term of an Agreement as
established by the Committee.
"CODE" means the Internal Revenue Code of 1986, as amended, including any
rules and regulations promulgated thereunder and any successor thereto.
"COMMITTEE" means the Personnel, Compensation and Directors Committee of
the Board, or its designee.
"COMMON STOCK" means the Common Stock of the Company, $.01 par value per
share.
"COMPANY" means Citigroup Inc., a Delaware corporation.
"COMPENSATION" means, unless the Committee determines otherwise, base
salary plus any "regular" shift differential, or, for Eligible Employees who do
not earn a base salary, earned commissions as of a date determined by the
Committee, expressed as an annual rate. "Compensation" does not include any
incentive or other awards, bonus payments, overtime payments, or similar
distributions or contributions to any employee benefit plan of the Company or
any Designated Subsidiary.
"DESIGNATED SUBSIDIARY" means a Subsidiary that has been designated by the
Committee from time to time as being eligible to participate in the Plan.
"ELIGIBLE EMPLOYEES" means those Employees who have been designated by the
Committee, in its discretion, in accordance with the provisions of Section 423
of the Code as being eligible to participate in the Plan.
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"EMPLOYEE" means an individual who is an employee of the Company or a
Designated Subsidiary as of the date or dates determined by the Committee.
"FAIR MARKET VALUE" as of any given date means, unless the Committee
determines otherwise, the closing price of a share of Common Stock on the
composite tape of New York Stock Exchange listed securities on the business day
immediately preceding such date.
"PLAN" means the Citigroup 2000 Stock Purchase Plan, as amended from time
to time.
"SUBSIDIARY" means any corporation (other than the Company) in an unbroken
chain of corporations including the Company provided that, on the date of the
relevant Agreement hereunder, each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
"1934 ACT" means the Securities Exchange Act of 1934, as amended, including
the rules and regulations promulgated thereunder and any successor thereto.
4. ADMINISTRATION
The Committee shall have full and exclusive power to administer and
interpret the Plan. The Committee may determine, from time to time, that the
Company shall offer to Eligible Employees the opportunity to enter into
Agreements. The Committee's authority includes, but is not limited to the
authority to, from time to time, subject to the express provisions of the Plan
and Section 423 of the Code:
(a) determine whether Agreements shall be offered under Section 8(a) or
8(b) of the Plan;
(b) determine which Employees shall be Eligible Employees and which
Subsidiaries shall be Designated Subsidiaries;
(c) prescribe and modify the form and provisions of the Agreements and the
method of delivery and execution thereof;
(d) decide questions which may arise with respect to the interpretation,
construction or application of the Plan or any Agreement;
(e) amend, suspend or terminate the Plan, in accordance with the provisions
of Section 21;
(f) adopt and amend such administrative rules, regulations, procedures and
guidelines governing the Plan and the Agreements as it may deem
necessary in its discretion;
(g) establish all other terms, conditions, restrictions and limitations
applicable to Agreements, including but not limited to those relating
to an Eligible Employee's retirement, death, disability, leave of
absence or any other termination of employment; and
(h) establish the terms, conditions, limitations and restrictions which
will apply to Eligible Employees working outside of the United States,
to the extent necessary to comply with local laws, rules, regulations
and policies.
The Committee shall have the power to correct any defect, supply any
omission or clarify any inconsistency in the Plan and/or in any Agreement and to
take such actions and make such administrative determinations that the Committee
deems appropriate in its discretion. Any decision of the Committee in the
administration of the Plan, as described herein, shall be final, binding and
conclusive on all parties concerned, including the Company, its stockholders,
subsidiaries and all Employees.
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The Committee may at any time delegate its responsibilities regarding the
administration of the Plan to another committee or to one or more officers of
the Company. The Committee may not delegate its authority to determine, from
time to time, that the Company shall offer to enter into Agreements.
No member of the Committee shall be personally liable for any action or
determination made with respect to the Plan, except for his or her own willful
misconduct or as expressly provided by statute. The members of the Committee
shall be entitled to indemnification and reimbursement. In the performance of
its functions under the Plan, the Committee shall be entitled to rely upon
information and advice furnished by the Company's officers, accountants, counsel
and any other party the Committee deems necessary, and no member of the
Committee shall be liable for any action taken or not taken in reliance upon any
such advice.
5. ELIGIBILITY
(a) Only Eligible Employees may participate in the Plan.
(b) No Eligible Employee may enter into an Agreement if such Eligible
Employee, immediately after the Agreement is entered into, owns stock having
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or any Subsidiary. For this purpose, the rules
of Section 424(d) of the Code shall apply in determining the stock ownership of
an Eligible Employee. Stock which may be purchased by an Eligible Employee under
an outstanding Agreement shall be treated as stock owned by the Eligible
Employee.
6. COMMON STOCK
(a) The stock subject to Agreements shall be shares of Common Stock that
have been authorized but unissued, or have been previously issued and reacquired
by the Company, or both. Reacquired shares of Common Stock may consist of shares
of Common Stock purchased in open market transactions. Subject to adjustment in
accordance with the provisions of Section 16, the aggregate number of shares of
Common Stock that may be purchased by Eligible Employees pursuant to Agreements
under the Plan shall not exceed fifty million (50,000,000) shares.
(b) In the event that any Agreement expires or is terminated for any
reason, any shares of Common Stock which were the subject of such Agreement but
were not thereby purchased may be subject to another Agreement under this Plan
or another agreement entered into under another employee stock purchase or stock
option plan of the Company.
7. NUMBER OF SHARES AN ELIGIBLE EMPLOYEE MAY PURCHASE
(a) The Company may offer to Eligible Employees an election to purchase up
to a certain number of shares of Common Stock as shall have an aggregate
purchase price not in excess of (i) a specified percentage (not to exceed 100%)
of each Eligible Employee's Compensation or (ii) an aggregate purchase price
expressed in U.S. dollars, in each case, as determined by the Committee and
subject to the provisions of Section 423 of the Code. An Eligible Employee may
elect to purchase shares of Common Stock with an aggregate purchase price that
is less than the aggregate purchase price which he or she is eligible to elect
to purchase.
(b) No Eligible Employee may enter into an Agreement permitting the
purchase of shares of Common Stock if such Eligible Employee would thereby have
entered into Agreements under the Plan and/or any other qualified employee stock
purchase plan of the Company and/or its Subsidiaries that would permit such
Eligible Employee to purchase shares of Common Stock with an aggregate purchase
price in excess of
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twenty-five thousand dollars ($25,000) in Fair Market Value of such shares of
Common Stock (determined at the date of grant designated in the Agreement) for
each calendar year in which any such Agreement with such Eligible Employee is
outstanding at any time. Any Agreement which causes such total to exceed such
limit (determined at the date of grant designated in such Agreement) shall be
null and void to the extent of such excess.
8. OFFERS TO PURCHASE COMMON STOCK
Offers to purchase Common Stock may be made on terms and conditions
established by the Committee, subject to the limitations set forth in either
Section (a) or (b) below:
(a) Fixed Price Offerings. The purchase price for a share of Common Stock
shall be no less than eighty-five percent (85%) of the Fair Market Value of a
share of Common Stock on the date of the Agreement, and each Agreement shall
have a stated term, as established by the Committee, not to exceed twenty-seven
(27) months.
(b) Variable Price Offerings. The purchase price for a share of Common
Stock shall be no less than eighty-five percent (85%) of the Fair Market Value
of a share of Common Stock on the date of purchase, and each Agreement shall
have a stated term, as established by the Committee, not to exceed five (5)
years.
9. ELECTION TO PARTICIPATE
An Eligible Employee's acceptance of an offer to purchase shares of Common
Stock shall be evidenced by the execution and delivery of an Agreement and such
other enrollment documents as may be required by the Committee. Execution and
delivery shall be accomplished by the dates specified in the terms of the
offering, and in such manner as may be approved by the Committee, which may
include electronic signatures and electronic delivery, in accordance with such
rules, regulations and procedures as may be established by the Committee from
time to time for this purpose.
10. PAYROLL DEDUCTIONS
(a) By entering into an Agreement, an Eligible Employee will authorize the
Company or the Designated Subsidiary, as the case may be, to deduct from his or
her Compensation, throughout the duration of such Agreement, commencing on the
date indicated in such Agreement, substantially equal amounts sufficient to
accumulate as of the Closing Date, with allowance for interest accrued thereon
at rates to be determined by the Committee, the aggregate purchase price of the
shares of Common Stock covered by such Eligible Employee's Agreement. Such
amounts shall be credited to a Plan account. For purposes of each Agreement,
Compensation will be determined from the payroll records of the Company or the
Designated Subsidiary, or both, on the date the Eligible Employee enters into
the Agreement with the Company or such other date as may be determined by the
Committee. Subject to the provisions of Section 423 of the Code and such rules
and administrative guidelines as the Committee may establish from time to time,
an Eligible Employee may decrease the amount of his or her payroll deductions
during the Offering Period by so notifying the Company in the manner specified
by the Committee.
(b) The Company will credit interest at a rate which may be calculated by
reference to a formula or another rate, as established by the Committee from
time to time, to the amount held in the Plan account on behalf of each Eligible
Employee. Interest will be payable at the time that Common Stock is purchased
under an Agreement or when an Eligible Employee withdraws the balance held on
his or her behalf in the Plan account. Records shall be maintained showing the
amount deducted from each Eligible Employee's Com-
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pensation and the amount of interest credited to such amount held on behalf of
each Eligible Employee in the Plan account.
11. PAYMENT OF PURCHASE PRICE
Shares of Common Stock purchased under the Plan shall be paid for with: (a)
the amount held in the Plan account on behalf of the Eligible Employee,
including accrued interest; (b) a combination of the amount held in the Plan
account, including accrued interest, together with additional funds, if
necessary, provided by the Eligible Employee in the event of a purchase of
shares of Common Stock; (c) shares of Common Stock owned by the Eligible
Employee for at least six (6) months, if permitted by the Committee, on such
terms and conditions as may be determined by the Committee; or (d) in any other
manner as may be approved by the Committee.
12. DATE OF PURCHASE
Each Agreement shall provide that the shares of Common Stock to be
purchased thereunder will be purchased on the Closing Date provided for in the
Agreement. If the Committee so determines, Agreements also may permit the
Eligible Employee to purchase shares of Common Stock thereunder at such earlier
dates and on such terms and conditions as may be determined by the Committee.
Fractional shares shall not be purchased, and any remaining funds from not
purchasing a fractional share will be held in the Plan account for the Eligible
Employee to use to purchase whole shares at the next purchase date, or will be
refunded to the Eligible Employee at the time and in a manner determined by the
Committee.
13. EMPLOYEE'S PURCHASE DIRECTIONS
(a) On the Closing Date, each Eligible Employee will purchase shares of
Common Stock, and the amount held in the Plan account on behalf of the Eligible
Employee, including accrued interest, shall be applied to the purchase price
without further authorization, but only if the Fair Market Value on the Closing
Date is equal to or higher than the purchase price. If the Fair Market Value on
the Closing Date is lower than the purchase price, the amount held in the Plan
account on behalf of the Eligible Employee, including accrued interest, will be
returned to such Eligible Employee in a manner determined by the Committee.
(b) If an Eligible Employee desires to purchase fewer than all of the
shares covered by his or her Agreement, such Eligible Employee may do so by
notifying the party determined by the Committee in the manner so provided on or
before the Closing Date. Should the Eligible Employee fail to deliver such
notification, such failure shall be deemed an election by the Eligible Employee
to purchase the number of shares for which such Eligible Employee had enrolled
(and not already purchased) under the Agreement on the Closing Date and to have
the amount held in the Plan account on behalf of the Eligible Employee,
including accrued interest, applied toward such purchase, in accordance with
Section 13(a).
14. TERMINATION OF AGREEMENT
An Eligible Employee may, at any time on or before the Closing Date,
terminate an Agreement in its entirety by giving notice of such termination
delivered in a manner determined by the Committee. Upon such termination, the
Company shall cause the amount held on behalf of such Eligible Employee in the
Plan account, including accrued interest, to be paid to such Eligible Employee
in a manner determined by the Committee and further payroll deductions shall
cease within a reasonable time of notification of such Eligible Employee's
termination of such Agreement. The Committee shall determine the amount of time
that the withdrawn Eligible Employee must wait before he or she may participate
in the Plan again.
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15. TERMINATION OF EMPLOYMENT
The Committee shall determine the terms, conditions, restrictions and
limitations applicable to an Agreement in the event of an Eligible Employee's
retirement, death, disability, leave of absence or any other termination of
employment as permitted by the Code.
16. RECAPITALIZATION
The aggregate number, kind and class of shares of Common Stock which may be
purchased by Eligible Employees pursuant to Agreements, the number, kind and
class of shares covered by each Agreement, and the purchase price per share as
established in accordance with each such Agreement all may be equitably
adjusted, as determined by the Committee, due to any changes in the Common Stock
resulting from any stock split, combination or exchange of equity securities,
merger, consolidation, recapitalization, reorganization, divestiture or other
distribution (other than ordinary cash dividends) of assets to stockholders, any
other subdivision or consolidation of shares or other capital adjustment, or the
payment of a stock dividend or other increase or decrease in such shares.
Fractional shares resulting from any such adjustment shall be rounded or paid,
in the discretion of the Committee. The Committee also may make proportional
adjustments in the Agreements of non-insiders in its discretion if an increase
or decrease in the number of issued shares results from events other than those
described in the preceding sentence.
17. CHANGE OF CONTROL
(a) The Committee may, in its discretion, at any time prior to, coincident
with or after a Change of Control:
(i) provide for the acceleration of any time periods relating to the
purchase of shares of Common Stock so that any shares which are then
subject to an Agreement may be purchased in full on or before a date fixed
by the Committee;
(ii) terminate any outstanding offering and provide for the payment to
each Eligible Employee of the amount held on his or her behalf in the Plan
account, including accrued interest;
(iii) make such adjustments to the shares of Common Stock covered by
any Agreement then outstanding as the Committee deems appropriate to
reflect such transaction or change; or
(iv) cause the Agreements then outstanding to be amended, assumed or
to have new rights substituted therefor by the surviving corporation in
such change.
The Committee may, in its discretion, include such further provisions and
limitations in any Agreement as it may deem equitable and in the best interests
of the Company.
(b) A "Change of Control" shall be deemed to occur if and when:
(i) any person, including a "person" as such term is used in Section
14(d)(2) of the 1934 Act (a "Person") is or becomes a beneficial owner (as
such term is defined in Rule 13d-3 under the 1934 Act), directly or
indirectly, of securities of the Company representing twenty-five percent
(25%) or more of the combined voting power of the Company's then
outstanding securities;
(ii) any transaction occurs with respect to the Company which is
subject to the prior notice requirements of the Change in Bank Control Act
of 1978;
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(iii) any transaction occurs with respect to the Company which will
require a "company" as defined in the Bank Holding Company Act of 1956, as
amended, to obtain prior approval of the Federal Reserve Board;
(iv) any plan or proposal for the liquidation of the Company is
adopted by the stockholders of the Company;
(v) individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-ll of Regulation 14A promulgated under the
1934 Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board;
(vi) all or substantially all of the assets of the Company are sold,
liquidated or distributed; or
(vii) there occurs a reorganization, merger, consolidation or other
corporate transaction involving the Company (a "Transaction"), in each
case, with respect to which the stockholders of the Company immediately
prior to such Transaction do not, immediately after the Transaction, own
more than fifty percent (50%) of the combined voting power of the Company
or other corporation resulting from such Transaction.
Any good faith determination by the Committee as to whether a Change of
Control within the meaning of this Section has occurred shall be conclusive and
binding for all purposes.
18. ASSIGNABILITY
No Agreement may be assigned or transferred except by will or by the laws
of descent and distribution, unless otherwise determined by the Committee.
During the lifetime of an Eligible Employee who is a party to an Agreement, only
the Eligible Employee may purchase the shares of Common Stock covered by such
Agreement.
19. RIGHTS AS A STOCKHOLDER
An Eligible Employee who is a party to an Agreement entered into under the
Plan shall have no rights as a stockholder with respect to shares of Common
Stock covered by such Agreement until the date the Eligible Employee becomes the
holder of record of such shares. No adjustment will be made for dividends or
other rights for which the record date is prior to such date of purchase.
20. COMPLIANCE WITH SECTION 423 OF THE CODE
All Agreements entered into and all transactions that occur under this Plan
are intended to comply with all applicable requirements of Section 423 of the
Code, and, with respect to persons subject to Section 16 of the 1934 Act, with
the conditions of Rule 16b-3 of the 1934 Act. To the extent any provision of the
Plan or any Agreement fails to so comply, such provision shall be deemed invalid
and shall be omitted from the Agreements to the extent permitted by law and
deemed advisable by counsel, and remaining terms of the Plan and such Agreements
shall not be affected thereby. If Section 423 of the Code is subsequently
amended in any way which would alter the benefits generally available under a
Section 423 plan, then the Committee
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<PAGE> 48
may amend this Plan to conform to such amendment to the Code, provided such
amendment would not disqualify the Plan under the provisions of Section 423 of
the Code.
21. AMENDMENT AND TERMINATION
The Committee may from time to time amend, suspend, or terminate the Plan
in whole or in part or amend any and all Agreements granted under the Plan to
the extent permitted by law and provided such action is not prohibited by
Section 423 of the Code. However, no such action of the Committee may be taken
without the approval of the Board and/or the stockholders, if Board and/or
stockholder approval would be required under then applicable law.
22. APPLICATION OF FUNDS
The proceeds received by the Company from the sale of Common Stock pursuant
to Agreements entered into under the Plan will be used for general corporate
purposes.
23. TAX WITHHOLDING
Any amounts to be paid or shares to be delivered to any Eligible Employee
under the Plan shall be reduced by any sums required by law to be withheld by
the Company for payment of taxes, and the Company may, in a manner determined by
the Committee: (a) withhold such shares from the shares of Common Stock
purchased by each Eligible Employee; (b) withhold and sell such shares of Common
Stock purchased by each Eligible Employee; (c) deduct the amount from the amount
held in the Plan account on behalf of such Eligible Employee, including accrued
interest; (d) deduct the amount from such Eligible Employee's compensation; or
(e) allow an Eligible Employee to pay such taxes in cash. The value of any
shares of Common Stock allowed to be withheld or tendered for tax withholding
may not exceed the amount allowed consistent with fixed plan accounting in
accordance with generally accepted accounting principles.
24. GOVERNING LAW
The Plan and all Agreements shall be construed in accordance with and
governed by the laws of the State of Delaware.
25. EMPLOYMENT AT WILL
This document is neither a contract nor a guarantee of continued employment
for any definite period of time. An Employee's employment is always on an
at-will basis.
26. ARBITRATION
All claims and disputes between an Employee and the Company or any
Subsidiary or Designated Subsidiary arising out of the Plan or any Agreement
shall be submitted to arbitration in accordance with the then current
arbitration policy of the Company or, if the Subsidiary or Designated Subsidiary
with whom the Employee is employed has adopted an arbitration policy, the
arbitration policy of such Subsidiary or Designated Subsidiary. Notice of demand
for arbitration shall be given in writing to the other party and shall be made
within a reasonable time after the claim or dispute has arisen. The award
rendered by the arbitrator shall be made in accordance with the provisions of
the Plan, shall be final and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof. The provisions of this
Section 26 shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.
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(LOGO)
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WAIT! THERE'S AN EASIER WAY TO SUBMIT YOUR PROXY
24 HOURS A DAY -- 7 DAYS A WEEK
SUBMIT YOUR PROXY BY TELEPHONE SUBMIT YOUR PROXY BY INTERNET
It's fast, convenient, and your submission is immediately It's fast, convenient, and your submission is immediately
confirmed and posted. confirmed and posted.
Call Toll-Free On A Touch Tone Phone Go to website:
1-800-690-6903 WWW.PROXYVOTE.COM
JUST FOLLOW THESE FOUR EASY STEPS: JUST FOLLOW THESE FOUR EASY STEPS:
- --------------------------------------------------------------- ---------------------------------------------------------------
1. Read the accompanying Proxy Statement and this proxy card. 1. Read the accompanying Proxy Statement and this proxy card.
2. Call the toll-free number 1-800-690-6903. 2. Go to the website: www.proxyvote.com.
3. Enter your 12-digit Control Number located on the reverse 3. Enter your 12-digit Control Number located on the reverse
side. side.
4. Follow the simple recorded instructions. 4. Follow the simple instructions.
- --------------------------------------------------------------- ---------------------------------------------------------------
IF YOU SUBMIT YOUR PROXY BY TELEPHONE OR INTERNET, DO NOT RETURN YOUR PROXY CARD.
THANK YOU FOR YOUR PROXY SUBMISSION.
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
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CITIGROUP INC.
Proxy Solicited on Behalf of the Board of Directors
of Citigroup Inc. for the Annual Meeting, April 18, 2000
The undersigned hereby constitutes and appoints John S. Reed, Sanford I. Weill and Charles O. Prince, III, and each of them
his or her true and lawful agents and proxies with full power of substitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of Citigroup Inc. ("Citigroup") to be held at Carnegie Hall, 881 Seventh Avenue, New York, New York, on
Tuesday, April 18, 2000 at 9:00 a.m. local time and at any adjournments or postponements thereof, on all matters properly coming
before said Annual Meeting, including but not limited to the matters set forth on the reverse side.
If shares of Citigroup Inc. Common Stock are issued to or held for the account of the undersigned under employee plans and
voting rights attach to such shares (any of such plans, a "Voting Plan"), then the undersigned hereby directs the respective
fiduciary of each applicable Voting Plan to vote all shares of Citigroup Inc. Common Stock in the undersigned's name and/or
account under such Plan in accordance with the instructions given herein, at the Annual Meeting and at any adjournments or
postponements thereof, on all matters properly coming before the Annual Meeting, including but not limited to the matters set
forth on the reverse side.
You are encouraged to specify your choices by marking the appropriate boxes, SEE REVERSE SIDE, but you need not mark any
boxes if you wish to vote in accordance with the Board of Directors' recommendations. Your proxy cannot be voted unless you sign,
date and return this card or follow the instructions for telephone or internet voting set forth above and on the reverse side.
This proxy when properly executed will be voted in the manner directed herein. If no direction is made, this proxy will be
voted FOR Proposals 1-4 and AGAINST Proposals 5-7 and will be voted in the discretion of the proxies (or, in the case of a Voting
Plan, will be voted in the discretion of the plan trustee or administrator) upon such other matters as may properly come before
the Annual Meeting.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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[CITIGROUP LOGO] THREE WAYS TO VOTE
C/O PROXY SERVICES VOTE BY PHONE: 1-800-690-6903
P.O. BOX 9079 1. Read the accompanying Proxy Statement and this proxy card.
EDGEWOOD, NY 11717 2. Call toll free 1-800-690-6903.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple recorded instructions.
VOTE BY INTERNET: WWW.PROXYVOTE.COM
1. Read the accompanying Proxy Statement and this proxy card.
2. Go to website WWW.PROXYVOTE.COM.
3. Enter your 12 digit Control Number, shown below.
4. Follow the simple instructions.
VOTE BY MAIL
1. Mark, sign and date your proxy card.
2. Return it in the enclosed postage paid envelope.
YOUR VOTE IS IMPORTANT
Do not return this proxy card if you vote by telephone or internet.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: CITIGR KEEP THIS PORTION FOR YOUR RECORDS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
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CITIGROUP INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF PROPOSALS 1-4.
VOTE ON DIRECTORS
1. Proposal to elect sixteen directors to a one-year term.
Nominees:
01) C. Michael Armstrong 09) Dudley C. Mecum For Withhold For All To withhold authority to vote, mark
02) Alain J.P. Belda 10) Richard D. Parsons All All Except "For All Except" and write the
03) Kenneth J. Bialkin 11) Andrall E. Pearson nominee's number on the line below.
04) Kenneth T. Derr 12) Robert E. Rubin
05) John M. Deutch 13) Franklin A. Thomas [ ] [ ] [ ]
06) Ann Dibble Jordon 14) Sanford I. Weill ------------------------------------
07) Reuben Mark 15) Edgar S. Woolard, Jr.
08) Michael T. Masin 16) Arthur Zankel THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST EACH OF
PROPOSALS 5-7.
VOTE ON PROPOSALS FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
2. Proposal to ratify the selection [ ] [ ] [ ] 5. Stockholder proposal regarding [ ] [ ] [ ]
of KPMG LLP as Citigroup's honorary director.
independent auditors for 2000.
6. Stockholder proposal regarding [ ] [ ] [ ]
3. Proposal to approve an increase [ ] [ ] [ ] stockholder matching gift program.
in Citigroup's authorized common
stock to 10 billion shares. 7. Stockholder proposal regarding [ ] [ ] [ ]
employee or retiree matching
4. Proposal to approve and adopt the [ ] [ ] [ ] gift program.
Citigroup 2000 Stock Purchase Plan.
The signer(s) hereby acknowledge(s) receipt of the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement.
The signer(s) hereby revoke(s) all proxies heretofore given by the signer(s) to vote at said Annual Meeting and any adjournments
or postponements thereof.
IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ON THE REVERSE SIDE.
NOTE: Please sign exactly as name appears herein. Joint owners should each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
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Signature (PLEASE SIGN WITHIN BOX) DATE Signature (Joint Owners) DATE
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