<PAGE> 1
EXHIBIT 99.02
TRAVELERS GROUP 401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 2
TRAVELERS GROUP 401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
December 31, 1999 AND 1998
Index
<TABLE>
<CAPTION>
Page
<S> <C>
Independent Auditors' Report 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits
at December 31, 1999 and 1998 2
Statements of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1999 and 1998 3
Notes to Financial Statements 4
Supplemental Schedule *
Schedule of Assets Held for Investment Purposes
at December 31, 1999 12
</TABLE>
* Schedules required by Form 5500 which are not applicable have not been
included.
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Plan Review Committee of Citigroup Inc.:
We have audited the accompanying statements of net assets available for Plan
benefits of Travelers Group 401(k) Savings Plan (the "Plan") as of December 31,
1999 and 1998, and the related statements of changes in net assets available for
Plan benefits for the years then ended. These financial statements are the
responsibility of the Plan Administrator. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Plan Administrator, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for Plan
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our December 31, 1999 audit was performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The supplemental schedule of
assets held for investment purposes at December 31, 1999 is presented for the
purpose of additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. This supplemental schedule is the
responsibility of the Plan Administrator. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements, taken as a whole.
KPMG LLP
New York, New York
June 21, 2000
<PAGE> 4
TRAVELERS GROUP 401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------ --------------
ASSETS
<S> <C> <C>
Investments, at value (notes 2 and 3) $6,631,058,493 $4,660,419,982
Cash - 124,133,706
Receivables:
Contributions 9,122,920 30,755,433
Receivable for Investments Sold - 21,950,421
Dividends and Other 6,103,539 1,405,120
-------------- --------------
Total receivables 15,226,459 54,110,974
-------------- --------------
TOTAL ASSETS 6,646,284,952 4,838,664,662
-------------- --------------
LIABILITIES
Dividends & Interest 9,283 -
Administrative Fees Payable 1,125,145 -
Payable for Investments Purchased - 8,996,543
-------------- --------------
TOTAL LIABILITIES 1,134,428 8,996,543
-------------- --------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,645,150,524 $4,829,668,119
============== ==============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 5
TRAVELERS GROUP 401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
---------------- ----------------
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment Activity:
Dividends $ 170,039,853 $ 94,873,644
Interest 54,098,958 50,528,698
Net Appreciation in Fair Value of Investments 1,736,134,744 81,473,746
---------------- ----------------
1,960,273,555 226,876,088
Less: Trustee/Administrative Expense (5,406,249) (3,835,066)
---------------- ----------------
NET INVESTMENT INCOME 1,954,867,306 223,041,022
---------------- ----------------
Contributions:
Participant 255,957,675 281,814,742
Employer 12,036,876 5,137,065
---------------- ----------------
TOTAL CONTRIUBTIONS 267,994,551 286,951,807
---------------- ----------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Distributions to Participants (407,379,452) (377,745,190)
---------------- ----------------
TOTAL DEDUCTIONS (407,379,452) (377,745,190)
---------------- ----------------
Increase in Net Assets Available for Plan Benefits 1,815,482,405 132,247,639
---------------- ----------------
Net Assets Available for Plan Benefits
Balance at Beginning of Year 4,829,668,119 4,697,420,480
---------------- ----------------
BALANCE AT END OF YEAR $ 6,645,150,524 $ 4,829,668,119
================ ================
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 6
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(1) PLAN DESCRIPTION
The following brief description of Travelers Group 401(k) Savings Plan
(the "Plan") is provided for general information purposes only.
Participants should refer to the Travelers Group 401(k) Savings Plan
Document (as amended and restated as of January 1, 1998) for more
complete information.
The Plan covers all eligible employees of the former Travelers Group
Inc. ("Travelers"), and eligible employees of subsidiaries and
affiliates of Travelers (the "Company"). The Plan is administered by
the Plan Review Committee of Citigroup Inc., and the Plan Sponsor is
Citigroup ("Citigroup"), formerly known as Travelers.
On October 8, 1998 Citicorp merged with and into a newly formed,
wholly owned subsidiary of Travelers, and Travelers changed its name
to Citigroup Inc. ("Citigroup"). Under the terms of the merger, each
share of Travelers common stock automatically represented one share of
Citigroup common stock. Following the exchange, former shareholders of
Citicorp and Travelers each own approximately 50% of the outstanding
common stock of Citigroup. Consequently, the "Travelers Common Stock
Fund" was renamed "Citigroup Common Stock Fund" and Citigroup became
the Plan Sponsor.
CONTRIBUTIONS
The Plan is a defined contribution plan designed to encourage savings
on the part of eligible employees. Eligible employees may elect to
have a portion of their regular pay, including overtime, reduced each
pay period, in any one percent increment, by an amount from 1% to 20%
of their compensation (subject to a statutory limitation of $10,000
for each of 1999 and 1998) as pretax contributions. Employee pre-tax
contributions and employer contributions (described below), as well as
the earnings thereon, are taxed to the participant only at the time of
distribution.
For the year ended December 31, 1999 ("1999 Plan Year"), Citigroup,
for itself or on behalf of the Company, as appropriate, contributed an
employer contribution on behalf of each participant eligible for the
employer contribution as of the last day of the Plan year. In the 1999
Plan Year, Citigroup's employee contribution equaled $350 for each
full-time eligible employee earning $40,000 or less per annum who were
employed by the Company as of December 31, 1998 and through December
31, 1999. In addition, in the 1999 Plan year, Citigroup contributed an
employer contribution of $175 for each part-time eligible employee
employed by the Company as of December 31, 1998 and through December
31, 1999, who was eligible to participate in the Plan on December 31,
1998, and with an earned hourly rate of less than $20/hour.
Citigroup employees earning more than $40,000 per annum were not
eligible to receive any employer contributions. As a result of
certain acquisitions or mergers, the company provides contributions to
certain participants as described in the Plan document.
4
<PAGE> 7
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
Citigroup, for itself or on behalf of the Company, makes contributions
on behalf of eligible participants who elect to have pretax
contributions invested in the Citigroup Common Stock Fund and the
Travelers Property Casualty Common Stock Fund by having such
contributions invested at a 5% discount from the fair value of such
stock ("Discount Contributions").
After-Tax contributions were discontinued for Travelers Property
Casualty and Copeland employees effective January 1, 1999. Other
employees may have After-Tax contributions from prior plans that were
merged with the Travelers Group 401 (k) Savings Plan.
Although it has not expressed any intention to do so, Citigroup has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). In the
event of Plan termination, either full or partial, all amounts
credited to the participants' accounts shall become 100 % vested and,
therefore, will not be subject to forfeiture.
FUND TRANSFERS AND ALLOCATION OF CONTRIBUTIONS
Participants may elect to divide their contributions among the funds
in whole increments divisible by 1%. Employer contributions are
invested in accordance with the investment direction specified by the
participant.
A participant may elect to suspend his/her contributions, as soon as
administratively practicable, subject to the Plan's notice
requirements. Such participant may thereafter resume contributions as
of the first pay period beginning in any calendar month, subject to
the Plan's notice requirements. In addition, a participant may change
the rate of his/her contributions as of the first pay period beginning
in any calendar month, or first available pay period effective
February 24, 1999, subject to the Plan's notice requirements.
A participant may elect to change the allocation of future
contributions among the funds once each calendar month on or about the
first day of any pay period, subject to the Plan's notice
requirements.
A participant may elect to transfer the value of his/her contributions
in whole increments of 1% to another investment fund or funds, subject
to certain restrictions. The transfer will be effective on or about
the last business day of the calendar month, subject to the Plan's
notice requirements.
5
<PAGE> 8
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
VESTING
The rights of a participant to his/her contributions and any earnings
thereon are at all times fully vested and non-forfeitable. Prior to
January 1, 1997, matching employer contributions for Travelers
Participants of the Plan were fully vested and non-forfeitable for
those participants whose initial date of employment was before January
1, 1993. For those Travelers Participants whose initial date of
employment is on or after January 1, 1993, matching employer
contributions are 100% vested and non-forfeitable after five years of
service.
Prior to January 1, 1999, matching employer contributions for
participants who were employees of Salomon Brothers Inc., a subsidiary
of the former Travelers, were immediately vested. With respect to
employer contributions formerly referred to as Guideline Benefit
Contributions, participants vest 10% per year after completing one
year of eligible service with the Company. Commencing with the fifth
year of eligible service, the vesting percentage increases to 20% as
each subsequent year of eligible service is completed, so that
participants become fully vested after completion of seven years of
eligible service.
For the years ended December 31, 1999 and 1998, current Plan year
employer contributions were reduced by approximately $2.4 million and
$25.6 million, respectively from forfeitures.
ROLLOVER AND TRANSFER CONTRIBUTIONS
The Plan permits participants to have their interests in other
qualified profit-sharing plans transferred to the Plan or to make
rollover contributions into the Plan from an individual retirement
account (or similar arrangement). Such transfers or rollovers to the
Plan may only be made with the approval of the Plan Administrator and
do not affect any other contributions made by or on behalf of a
participant.
LOANS
Subject to the Plan's provisions and the requirements contained within
ERISA and the Internal Revenue Code of 1986, as amended (the "Code"),
participants may apply for a loan from the Plan at an annual interest
rate equal to the prime rate, as published in The Wall Street Journal
for the first business day of the month in which the loan application
is initiated, plus one percent.
Loan repayments by participants who are employed by the Company are
generally made through after-tax payroll deductions.
6
<PAGE> 9
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
WITHDRAWALS
Prior to termination of employment, a participant may withdraw weekly,
subject to the Plan's notice requirements, all or a portion of the
value of his or her rollover contributions account, all or any portion
of the vested value of his/her account if the participant has attained
age 59-1/2 or becomes totally and permanently disabled, or all or any
portion of the value of his/her contributions account in the event of
demonstrated financial hardship, subject to the Plan's provisions.
Withdrawals to which a participant is entitled are the amounts that
can be provided by the contributions and income thereon (including net
realized and unrealized investment gains and losses) allocated to each
participant's account. Withdrawals from the Citigroup Common Stock
Fund, the Travelers Property Casualty (TAP) Common Stock Fund and the
American Express Common Stock Fund may be paid in either shares of
common stock or cash at the discretion of the participant. Fractional
shares and withdrawals from other funds are paid in cash.
Participants' after-tax contributions and earnings thereon are
nonforfeitable and may be withdrawn at any time.
DISTRIBUTIONS
A participant, after leaving the company, can have the total of
his/her account distributed in a lump-sum payment or if the vested
account balance is greater than $5,000 in installments or annuities.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) ACCOUNTING METHOD
The financial statements of the Plan have been prepared on
the accrual basis of accounting.
In September, 1999 the American Institute of Certified
Public Accountants issued Statement of Position 99-3,
Accounting for and Reporting of Certain Defined Contribution
Plan Investments and Other Disclosure Matters (SOP 99-3).
SOP 99-3 simplifies the disclosure for certain investments
and is effective for plan years ending after December 15,
1999 with earlier application encouraged. The Plan has
adopted SOP 99-3 for the Plan year ending December 31, 1999,
and as such, the 1998 financial statements have been
reclassified to eliminate the participant-directed fund
investment program disclosures.
7
<PAGE> 10
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(b) INVESTMENT VALUATION AND INCOME RECOGNITION
The shares of common stock held by the Citigroup Common
Stock Fund, the Travelers Property Casualty Common Stock
Fund and the American Express Common Stock Fund are valued
at the last reported sale price on the New York Stock
Exchange for the last business day of the year. The shares
of the mutual and commingled funds are valued at the net
asset value per share as of December 31, 1999 and 1998.
Short-term money market investments and participant loans
are valued at cost plus interest received which approximates
fair value. Guaranteed investment contracts and guaranteed
annuity contracts are valued at contract value which
approximates fair value. The Universal Life Insurance
Contract is carried at contract value, which approximates
fair value as reported to the Plan by TransAmerica Assurance
Company.
Purchases and sales of securities are recorded on a trade
date basis. Interest income is recorded on the accrual
basis. Dividends are recorded on the ex-dividend date. Net
appreciation in the fair value of investments includes the
Plan's investments bought, sold and held during the year.
(c) PAYMENT OF BENEFITS
Benefits are recorded when paid.
(d) USE OF ESTIMATES IN THE PREPARATION OF THE FINANCIAL
STATEMENTS
The preparation of financial statements in conformity with
generally accepted accounting principles requires the Plan
Administrator to make estimates and assumptions that affect
the reported amounts of assets and liabilities, changes
therein, and disclosure of contingent assets and liabilities
at the date of the financial statements are prepared. Actual
results could differ from those estimates.
8
<PAGE> 11
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(3) INVESTMENTS
Effective January 1, 1999, the Plan was amended. In
connection with the amendment, investment options were
consolidated into 20 separate investment options as listed
below:
Citigroup Common Stock Fund
(formerly Travelers Group Common Stock Fund)
Travelers Property Casualty Common Stock Fund
Stable Value Fund*
Smith Barney Money Funds Cash Portfolio
Smith Barney Government Securities Fund*
Smith Barney Diversified Strategic Income Fund
Salomon Brothers High Yield Bond Fund
Smith Barney Concert Allocation Series Balanced Fund
Smith Barney Concert Allocation Series Growth Fund
Smith Barney Concert Allocation Series High Growth Fund
State Street Global Advisors S&P 500 Index Strategy Fund
Smith Barney Appreciation Fund
Smith Barney Large Cap Growth Fund*
Smith Barney Large Cap Value Fund
Salomon Brothers Investors Fund*
State Street Global Advisors Russell 2000 Index Strategy Fund
Smith Barney Aggressive Growth Fund
Smith Barney International Equity Fund
EuroPacific Growth Fund
Templeton Developing Markets Trust
*New investment option as of January 1, 1999.
The following funds were either frozen to new participants or new
contributions as of January 1, 1999:
Van Kampen American Capital Emerging Growth Fund
Van Kampen American Capital Enterprise Fund
Van Kampen American Capital Comstock Fund
Van Kampen American Capital Government Securities Fund
American Express Common Stock Fund
Salomon Brothers Capital Fund
Salomon Brothers Institutional Money Market Fund
The Plan's remaining investment options were terminated and
participants were directed to transfer their account balances into the
funds listed above.
9
<PAGE> 12
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
During the years ended December 31, 1999 and 1998, the Plan's
investments (including investments bought, sold and held) appreciated
in value by $1.7 billion and $81 million respectively, as follows:
<TABLE>
<CAPTION>
1999 1998
---------------- --------------
<S> <C> <C>
Common Stock (at quoted market value) $ 285,856,331 $(133,111,499)
Mutual and commingled funds
(at estimated fair value) 1,450,278,413 214,599,764
Other (at contract value) - (14,519)
---------------- --------------
$ 1,736,134,744 $ 81,473,746
================ ==============
</TABLE>
A summary of the Plan's investments as of December 31, 1999 and 1998
is listed below. Investments that represent more than 5% of the Plans
assets are separately identified
<TABLE>
<CAPTION>
1999 1998
---- ----
Investments at fair value as determined by quoted market prices:
<S> <C> <C>
Citigroup Common Stock $2,987,793,983 $1,929,075,400
Other Common Stock 260,118,575 173,674,212
Fixed Income Securities 286,599,424 11,510,376
-------------- --------------
3,534,511,982 2,114,259,988
Investments at estimated fair value
State Street Global Advisors S&P 500
Index Strategy Fund 419,933,016 -
Van Kampen American Capital Emerging
Growth Fund 380,994,520 -
Other Mutual and Commingled funds 1,416,886,906 1,735,350,609
------------- --------------
2,217,814,442 1,735,350,609
Investments at contract value
Short Term Investment Fund 35,495,579 -
Travelers Insurance Company Annuity 353,293,451 482,980,407
Other Investment Contracts 368,595,105 233,651,324
Participant Loans 121,347,934 94,177,654
-------------- --------------
878,732,069 810,809,385
-------------- --------------
Total Investments, at value $6,631,058,493 $4,660,419,982
============== ==============
</TABLE>
10
<PAGE> 13
TRAVELERS GROUP 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
(4) FEDERAL INCOME TAX CONSEQUENCES
On November 1, 1996, the Internal Revenue Service issued a
determination letter approving the continued exemption of the Plan and
its underlying Trust from federal income taxes under the Code. Since
the date of this letter, the Plan has been amended. In the opinion of
the Plan Administrator and the Plan's legal counsel, the Plan and its
Trust are operated within the terms of the Plan and in compliance with
the applicable rules of the Code.
Matching employer contributions, pretax contributions, discount
contributions and the Plan earnings on all contributions are not
taxable to participants until they are withdrawn by or distributed to
the participants. Also, unrealized appreciation on shares of Citigroup
common stock, Travelers Property Casualty Corp. common stock and
American Express common stock distributed in a qualifying lump-sum
distribution is not taxable at the time of distribution. As more fully
discussed in subsequent events below, the Plan did not recognize
taxable income as a result of the disposition of its shares of
Travelers Property Casualty Corp.
(5) RELATED PARTY TRANSACTIONS (PARTIES IN INTEREST)
Certain Plan investments are shares of stock issued by Citigroup.
Citigroup is the Plan sponsor as defined by the Plan.
Certain Plan investments are shares of registered investment companies
(mutual funds, stock funds and investment contracts) that are valued
by Mutual Management Corporation, a subsidiary of Salomon Smith Barney
Holdings, Inc. and Salomon Brothers Asset Management, Inc. Both are
subsidiaries of Citigroup, Inc.
Certain Plan investments are shares of commingled trust funds managed
by State Street Bank and Trust ("State Street"). State Street is the
custodian of the Plan's assets.
At December 31, 1999, Citibank, N.A. was trustee for many of the plans
investments. Citibank, N.A. is an indirect wholly owned subsidiary of
Citigroup.
(6) SUBSEQUENT EVENTS:
Effective July 1, 2000, the three Smith Barney Concert Allocation
Series Funds will be replaced by the Moderate Focus Fund and the
Aggressive Focus Fund.
Pursuant to Citigroup's recent tender offer for Travelers Property
Casualty (TAP) Stock, all TAP shares in the TAP Stock Fund of the
Travelers Group 401 (k) Savings Plan were either tendered effective
April 19, 2000 at a price of $41.95, or acquired in the subsequent
merger transaction effective April 20, 2000 for $41.95 depending on
the election of each employee invested in the TAP Stock Fund as of
April 13, 2000.
11
<PAGE> 14
TRAVELERS GROUP 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER
RATE OF SHARES COST VALUE
------------------ -------------- --------------
<S> <C> <C> <C> <C>
SHORT TERM FUNDS
----------------
State Street Bank & Trust Short-Term Investment Fund * 35,495,579 35,495,579 35,495,579
STOCK FUNDS
-----------
Citigroup Common Stock (formerly Travelers Group Common Stock Fund)* 53,773,570 754,453,806 2,987,793,983
Travelers Property Casualty Common Stock * 1,244,926 33,956,717 42,638,716
Van Kampen American Capital Common Stock 1,037,732 16,294,372 15,358,429
American Express Common Stock 1,215,768 28,856,043 202,121,430
----------- -------------
833,560,938 3,247,912,558
----------- -------------
MUTUAL FUNDS
------------
Smith Barney Money Funds Cash Portfolio * 127,785,249 127,785,249 127,785,249
Smith Barney Government Securities Fund * 7,002,972 69,205,992 62,956,717
Smith Barney Diversified Strategic Income Fund * 3,775,764 29,845,142 27,676,348
Salomon Brothers High Yield Bond Fund * 1,304,053 12,835,554 12,362,418
Smith Barney Concert Allocation Series Balanced Fund * 2,340,357 30,059,594 29,933,171
Smith Barney Concert Allocation Series Growth Fund * 527,926 7,349,826 8,172,289
Smith Barney Concert Allocation High Growth * 569,669 8,230,885 9,895,147
State Street Global Advisors S&P 500 Index Fund * 1,691,355 349,876,882 419,933,016
Smith Barney Appreciation Fund * 17,035,165 213,383,210 267,622,438
Smith Barney Large Cap Growth Fund * 3,265,239 69,344,534 82,414,640
Smith Barney Large Cap Value Fund * 9,557,218 144,652,578 162,854,991
Salomon Brothers Investors Fund * 297,225 6,737,408 6,149,589
State Street Global Advisors Russell 2000 Index Fund * 5,189,474 65,352,956 78,501,166
Smith Barney Aggressive Growth Fund * 2,736,263 127,404,519 233,184,315
Smith Barney International Equity Fund * 5,494,395 107,226,109 181,095,270
EuroPacific Growth Fund 3,192,655 86,886,095 136,198,657
Templeton Developing Markets Trust 1,882,926 25,101,226 29,392,480
Van Kampen American Capital Emerging Growth Fund 4,360,702 163,813,099 380,994,520
Van Kampen American Capital Enterprise Fund 3,905,888 63,071,988 89,015,196
Van Kampen American Capital Government Securities Fund 400,933 4,131,619 3,812,871
Salomon Brothers Capital Fund * 4,029,003 80,495,872 102,457,558
Salomon Brothers Institutional Money Market Fund * 52,005,820 52,005,820 52,005,820
------------- -------------
1,844,796,157 2,504,413,866
------------- -------------
</TABLE>
12
<PAGE> 15
TRAVELERS GROUP 401(k) SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER
RATE OF SHARES COST VALUE
------------------ -------------- --------------
<S> <C> <C> <C> <C>
GUARANTEED INVESTMENT CONTRACTS ***
-----------------------------------
AIG Life Insurance Co. 18287 6.940% 4,402,336 4,402,336 4,402,336
C.N.A. - GP24014-016 6.800% 9,030,342 9,030,342 9,030,342
New York Life Insurance Co. GA06538-003 7.220% 5,429,178 5,429,178 5,429,178
New York Life Insurance Co. GA06538-004 6.550% 9,987,415 9,987,415 9,987,415
Principal Life Insurance Co. 4-09271 6.150% 10,729,560 10,729,560 10,729,560
Travelers Life Insurance Co. GR-16384 * 7.050% 33,744,359 33,744,359 33,744,359
Travelers Life Insurance Co. 16384-001 * 7.050% 14,985,208 14,985,208 14,985,208
Travelers Life Insurance Co. GR-16409A * 6.340% 8,846,277 8,846,277 8,846,277
Travelers Life Insurance Co. GR-16487 * 5.620% 1,152,946 1,152,946 1,152,946
Travelers Life Insurance Co. GR-16569 * 6.250% 9,166,406 9,166,406 9,166,406
Travelers Life Insurance Co. GR-16573 * 6.200% 2,170,832 2,170,832 2,170,832
Travelers Life Insurance Co. GR-16878 * 6.650% 159,268,442 159,268,442 159,268,442
Travelers Life Insurance Co. GR-16958 * 5.960% 3,595,148 3,595,148 3,595,148
Travelers Life Insurance Co. GR-17104 * 5.360% 96,003,199 96,003,199 96,003,199
Travelers Life Insurance Co. GR-8 * 6.210% 353,293,450 353,293,450 353,293,450
----------- -----------
721,805,098 721,805,098
----------- -----------
Universal Life Insurance Contract 83,458 83,458 83,458
Participant Loans ** 121,347,934 121,347,934 121,347,934
------------- --------------
TOTAL 3,557,089,164 6,631,058,493
============= =============
</TABLE>
* Parties in interest exempt under ERISA regulations. See note 5 to
financial statements.
** The interest rate on loans to participants equal one percentage point
above the Prime Rate published in the Wall Street Journal for the
first business day of the month in which the loan application is
received.
*** The interest rates of the guaranteed investment contracts range from
5.4% to 7.2%. The annualized rate of return for 1999 was 5.96%.
13
