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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-9924
CITIGROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1568099
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
153 East 53rd Street, New York, New York 10043
(Address of principal executive offices) (Zip Code)
(212) 559-1000
(Registrant's telephone number, including area code)
A list of Citigroup securities registered pursuant to Section 12(b) and (g)
of the Securities Exchange Act of 1934 is available from Citigroup Corporate
Governance, 425 Park Avenue, 2nd Floor, New York, New York 10043 or on the
Internet @ http://www.sec.gov.
As of February 7, 2000, Citigroup had 3,366,858,616 shares of common stock
outstanding.
As of February 7, 2000, Citigroup had approximately 95,700 common
stockholders of record. This figure does not represent the actual number of
beneficial owners of common stock because shares are frequently held in "street
name" by securities dealers and others for the benefit of individual owners who
may vote the shares.
Citigroup (1) has filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein nor in Citigroup's 2000 Proxy Statement incorporated by
reference in Part III of this Form 10-K.
The aggregate market value of Citigroup common stock held by non-affiliates
of Citigroup on February 7, 2000 was approximately $183 billion.
Certain information has been incorporated by reference as described herein
into Part III of this annual report from Citigroup's 2000 Proxy Statement.
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EXPLANATORY NOTE
This Form 10-K/A-1 is being filed to include as an exhibit to the Form
10-K financial statements for the Travelers Group 401(k) Savings Plan and the
Citibuilder 401(k) Plan pursuant to Rule 15d-21 of the Securities Exchange Act
of 1934, as amended. Other than the related additions to the Exhibit Index, the
text of Item 14 has not been amended and speaks as of the date of the original
filing of the Form 10-K.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Documents filed as a part of the report:
(1) Financial Statements. See Index to Consolidated
Financial Statements and Schedules on page F-1 hereof.
(2) Financial Statement Schedules. See Index to Consolidated
Financial Statements and Schedules on page F-1 hereof.
(3) Exhibits:
See Exhibit Index.
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K dated October
18, 1999, reporting under Item 5 thereof the results of its
operations for the quarter and nine months ended September 30,
1999.
The Company filed a Current Report on Form 8-K dated October
26, 1999, reporting under Item 5 thereof the election of
Robert E. Rubin to the Company's Board of Directors.
No other reports on Form 8-K were filed during the 1999 fourth
quarter; however, the Company filed a Current Report on Form
8-K dated January 18, 2000, reporting under Item 5 thereof the
results of its operations for the quarter and year ended
December 31, 1999, a Current Report on Form 8-K dated February
16, 2000, filing under Items 5 and 7 thereof the Company's
1998 Financial Supplement, and a Current Report on Form 8-K
dated February 28, 2000, reporting under Items 5 and 7 thereof
the retirement of John S. Reed, Chairman and Co-Chief
Executive Officer.
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
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<S> <C>
3.01.1 Restated Certificate of Incorporation of Citigroup Inc. (the
"Company"), incorporated by reference to Exhibit 4.01 to the
Company's Registration Statement on Form S-3 filed December
15, 1998 (No. 333-68949).
3.01.2 Certificate of Designation of 5.321% Cumulative Preferred
Stock, Series YY, of the Company, incorporated by reference to
Exhibit 4.45 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 filed January 22, 1999 (No. 333-68949).
3.02 Restated By-Laws of the Company effective October 26, 1999,
incorporated by reference to Exhibit 3.02 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999 (File No. 1-9924).
10.01* Employment Protection Agreement, dated as of December 31,
1987, between the Company (as successor to Commercial Credit
Company ("CCC")) and Sanford I. Weill, incorporated by
reference to Exhibit 10.03 to CCC's Annual Report on Form 10-K
for the fiscal year ended December 31, 1987 (File No. 1-6594).
10.02.1* Travelers Group Stock Option Plan (as amended and restated as
of April 24, 1996), incorporated by reference to Exhibit
10.02.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996 (File No. 1-9924).
10.02.2* Amendment No. 14 to the Travelers Group Stock Option Plan,
incorporated by reference to Exhibit 10.01 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1996 (File No. 1-9924).
10.02.3* Amendment No. 15 to the Travelers Group Stock Option Plan
(effective July 23, 1997), incorporated by reference to
Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1997 (File No.
1-9924) (the "Company's September 30, 1997 10-Q").
10.02.4* Amendment No. 16 to the Travelers Group Stock Option Plan.
10.03.1* Travelers Group 1996 Stock Incentive Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.03 to
the Company's September 30, 1997 10-Q.
10.03.2* Amendment to Travelers Group 1996 Stock Incentive Plan (as
amended through July 23, 1997).
10.04* Travelers Group Inc. Retirement Benefit Equalization Plan (as
amended and restated as of January 2, 1996), incorporated by
reference to Exhibit 10.04 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 (File
No. 1-9924).
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Exhibit
Number Description of Exhibit
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<S> <C>
10.05* Citigroup Inc. Amended and Restated Compensation Plan for
Non-Employee Directors (as of October 20, 1998), incorporated
by reference to Exhibit 10.05 to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1998 (File
No. 1-9924).
10.06.1* Supplemental Retirement Plan of the Company, incorporated by
reference to Exhibit 10.23 to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1990 (File
No. 1-9924).
10.06.2* Amendment to the Company's Supplemental Retirement Plan,
incorporated by reference to Exhibit 10.06.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993 (File No. 1-9924).
10.07* Citigroup 1999 Executive Performance Plan (effective January
1, 1999), incorporated by reference to Annex B to Citigroup's
Proxy Statement dated March 8, 1999 (File No. 1-9924).
10.08.1* Travelers Group Capital Accumulation Plan (as amended through
July 23, 1997), incorporated by reference to Exhibit 10.02 to
the Company's September 30, 1997 10-Q.
10.08.2* Amendment to the Travelers Group Capital Accumulation Plan (as
amended through July 23, 1997).
10.09* The Travelers Inc. Deferred Compensation and Partnership
Participation Plan, incorporated by reference to Exhibit 10.31
to the Company's Annual Report on Form 10-K/A-1 for the fiscal
year ended December 31, 1994 (File No. 1-9924).
10.10* The Travelers Insurance Deferred Compensation Plan (formerly
The Travelers Corporation TESIP Restoration and Non-Qualified
Savings Plan) (as amended through December 10, 1998),
incorporated by reference to Exhibit 10.10 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1998 (File No. 1-9924).
10.11* The Travelers Corporation Directors' Deferred Compensation
Plan (as amended November 7, 1986), incorporated by reference
to Exhibit 10(d) to the Annual Report on Form 10-K of The
Travelers Corporation for the fiscal year ended December 31,
1986 (File No. 1-5799).
10.12.1* Travelers Property Casualty Corp. Capital Accumulation Plan
(as amended through July 23, 1997), incorporated by reference
to Exhibit 10.01 to the Quarterly Report on Form 10-Q of
Travelers Property Casualty Corp. for the fiscal quarter ended
September 30, 1997 (File No. 1-14328).
10.12.2* Amendment to the Travelers Property Casualty Corp. Capital
Accumulation Plan (as amended through July 23, 1997).
10.13* Letter Agreement, dated as of August 14, 1997, between the
Company and Thomas W. Jones, incorporated by reference to
Exhibit 10.01 to the Company's September 30, 1997 10-Q (File
No. 1-09924).
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Exhibit
Number Description of Exhibit
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<S> <C>
10.14.1* Salomon Inc Equity Partnership Plan for Key Employees (as
amended through March 25, 1998), incorporated by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 1-9924).
10.14.2* Amendment to the Salomon Inc Equity Partnership Plan for Key
Employees (as amended through March 25, 1998).
10.15.1* Citicorp Executive Incentive Compensation Plan, incorporated
by reference to Citicorp's Registration Statement on Form S-8
filed April 25, 1988 (No. 2-47648).
10.15.2* Amendment to the Citicorp Executive Incentive Compensation
Plan.
10.16.1* Citicorp 1988 Stock Incentive Plan, incorporated by reference
to Exhibit 4 to Citicorp's Registration Statement on Form S-8
filed April 25, 1988 (No. 2-47648).
10.16.2* Amendment to the Citicorp 1988 Stock Incentive Plan.
10.17* 1994 Citicorp Annual Incentive Plan for Selected Executive
Officers, incorporated by reference to Exhibit 10 to
Citicorp's March 30, 1994 Form 10-Q (File No. 01-05378).
10.18.1* Citicorp Deferred Compensation Plan, incorporated by reference
to Exhibit 10 to Citicorp's Registration Statement on Form S-8
filed February 15, 1996 (No. 333-0983).
10.18.2* Amendment to the Citicorp Deferred Compensation Plan.
10.19.1* Citicorp 1997 Stock Incentive Plan, incorporated by reference
to Citicorp's 1997 Proxy Statement filed February 26, 1997
(File No. 01-05378).
10.19.2* Amendment to the Citicorp 1997 Stock Incentive Plan.
10.20.1* Supplemental Executive Retirement Plan of Citicorp and
Affiliates (as amended and restated effective January 1,
1998).
10.20.2* First Amendment to the Supplemental Executive Retirement Plan
of Citicorp and Affiliates (as amended and restated effective
January 1, 1998).
10.21.1* Supplemental ERISA Compensation Plan of Citibank, N.A. and
Affiliates, as amended and restated, incorporated by reference
to Exhibit 10.(G) to Citicorp's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 1-05378).
10.21.2* Amendment to the Supplemental ERISA Compensation Plan of
Citibank, N.A. and Affiliates, as amended and restated.
10.22* Supplemental ERISA Excess Plan of Citibank, N.A. and
Affiliates, as amended and restated, incorporated by reference
to Exhibit 10.(H) to Citicorp's Annual Report on Form 10-K for
the fiscal year ended December 31, 1997 (File No. 1-05378).
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Exhibit
Number Description of Exhibit
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<S> <C>
10.23* Directors' Deferred Compensation Plan, Restated May 1, 1988,
incorporated by reference to Exhibit 10.23 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1998 (File No. 1-9924).
10.24* Letter Agreement, dated as of October 26, 1999, between the
Company and Robert E. Rubin.
10.25* Citigroup 1999 Stock Incentive Plan (effective April 30,
1999), incorporated by reference to Annex A to Citigroup's
Proxy Statement dated March 8, 1999 (File No. 1-9924).
12.01 Computation of Ratio of Earnings to Fixed Charges.
21.01 Subsidiaries of the Company.
23.01 Consent of KPMG LLP, Independent Auditors.
23.02+ Accountants' consent to incorporation by reference of report
filed with Exhibit 99.02.
23.03+ Accountants' consent to incorporation by reference of report
filed with Exhibit 99.03.
24.01 Powers of Attorney.
27.01 Financial Data Schedule.
99.01 List of Securities Registered Pursuant to Section 12(b) of the
Securities Exchange Act of 1934.
99.02+ 1999 Financial Statements of the Travelers Group 401(k) Savings
Plan.
99.03+ 1999 Financial Statements of the Citibuilder 401(k) Plan.
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The total amount of securities authorized pursuant to any instrument
defining rights of holders of long-term debt of the Company does not exceed 10%
of the total assets of the Company and its consolidated subsidiaries. The
Company will furnish copies of any such instrument to the SEC upon request.
The financial statements required by Form 11-K for 1999 for the Company's
employee savings plans will be filed as an exhibit by amendment to this Form
10-K pursuant to Rule 15d-21 of the Securities Exchange Act of 1934, as amended.
Copies of any of the exhibits referred to above will be furnished at a
cost of $0.25 per page (although no charge will be made for the 1999 Annual
Report on Form 10-K) to security holders who make written request therefor to
Corporate Governance, Citigroup Inc., 425 Park Avenue, 2nd Floor, New York, New
York 10043.
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* Denotes a management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to Item 14(c) of Form 10-K.
+ Filed herewith.
Except as otherwise indicated, all exhibits were filed with the initial filing
of the Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 28th day of
June, 2000.
CITIGROUP INC.
(Registrant)
By: /s/ Michael D'Ambrose
-----------------------------------------
Michael D'Ambrose
Senior Human Resources Officer
