<PAGE> 1
EXHIBIT 99.03
THE CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1999 AND 1998
(WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 2
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))*
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1999 AND 1998
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Independent Auditors' Report 3
Statements of Net Assets Available for Plan Benefits 4
as of December 31, 1999 and 1998
Statements of Changes in Net Assets Available for Plan 5
Benefits for the Year Ended December 31, 1999 and 1998
Notes to the Financial Statements 6
Supplemental Schedules *
Schedule I - Assets Held for Investment Purposes 19
As of December 31, 1999
Schedule II - Assets held for Investment 37
Purpose which were both Acquired and Disposed of
within the Plan Year Ended December 1999
Schedule III - Reportable Transactions 39
During the Year Ended December 31, 1999
</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 Citibuilder 401(k) Plan (formerly known as the Savings Incentive
Plan of Citibank, N.A. and Participating Companies (as Amended and Restated))
(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's management. 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 management, 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 changes in net assets available for plan
benefits for each of the years in the two-year period ended December 31, 1999,
in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental Schedules I, II and III
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements, but are 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 as amended (ERISA).
These supplemental schedules are the responsibility of the Plan's management.
The supplemental schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our opinion, are
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
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1999 AND 1998
1999 1998
------------- -------------
ASSETS
INVESTMENTS AT FAIR VALUE (NOTES 2 & 3)
US Government and Agency Obligations 85,051,323 109,100,677
Corporate Bonds 67,628,821 51,397,400
Foreign Bonds 12,008,414 10,342,306
Guaranteed Investment Contracts 302,701,917 234,932,463
Synthetic Guaranteed Investment Contracts 289,721,504 221,839,666
Resale Agreement 51,867,000 9,931,000
Commingled Trust Funds 973,271,727 785,274,792
Mutual Funds 142,122,874 107,113,272
Separate Investment Portfolio 276,017,215 315,150,696
Citigroup Common Stock 1,527,559,699 1,037,777,697
Loans to Participants 77,847,372 84,970,022
------------- -------------
TOTAL INVESTMENTS 3,805,797,866 2,967,829,991
------------- -------------
Cash -- 2,394,798
Accrued Dividends & Interest 7,900,869 7,298,347
Receivables For Securities Sold But Not Delivered 161,573 10,322,351
Due From Citibank N.A. 52,937,276 109,784,017
Forward Currency Contracts Receivable 25,243,091 88,144,352
------------- -------------
TOTAL ASSETS 3,892,040,675 3,185,773,856
============= =============
LIABILITIES
Payable to Participants (128,099) (9,256,711)
Payable for Securities Purchased but not Received (22,420,444) (55,695,960)
Forward Currency Contracts Payable (25,220,572) (87,514,930)
------------- -------------
TOTAL LIABILITIES (47,769,115) (152,467,601)
============= =============
NET ASSETS AVAILABLE FOR PLAN BENEFITS 3,844,271,560 3,033,306,255
============= =============
See accompanying notes to financial statements.
4
<PAGE> 5
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
1999 1998
------------- -------------
ADDITION TO NET ASSETS ATTRIBUTED TO:
Investment Income
Net Appreciation in
Fair Value of Investments (Note 8) 856,488,994 141,130,649
Interest 63,768,502 54,933,410
Dividends on Citigroup Common Stock 16,048,242 16,764,144
Dividends on Other Common Stock 14,043,977 13,051,665
------------- -------------
TOTAL INCOME 950,349,715 225,879,868
CONTRIBUTIONS AND OTHER ADDITIONS:
Employer 49,635,543 106,133,589
Participant Voluntary Deposit 97,357,472 91,939,543
------------- -------------
TOTAL CONTRIBUTIONS 146,993,015 198,073,132
------------- -------------
TOTAL ADDITIONS 1,097,347,730 423,953,000
------------- -------------
DEDUCTIONS FROM NET ASSETS
ATTRIBUTED TO:
Participants' Withdrawals (286,377,425) (189,096,674)
------------- -------------
TOTAL DEDUCTIONS (286,377,425) (189,096,674)
------------- -------------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS: 810,965,305 234,856,326
------------- -------------
Net Assets Available for Plan Benefits:
Balance at Beginning of Year
3,033,306,255 2,798,449,929
------------- -------------
BALANCE AT END OF YEAR 3,844,271,560 3,033,306,255
============= =============
See accompanying notes to financial statements.
5
<PAGE> 6
THE CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. DESCRIPTION OF THE PLAN
The following brief description of the Citibuilder 401(k) Plan, (formerly known
as the Savings Incentive Plan of Citibank, N.A. and Participating Companies (as
amended and restated) (the "Plan") is provided for general information only.
Participants should refer to the Plan document for a more complete description
of the Plan's provisions.
The Plan is a defined contribution plan, as defined in Section 414(i) of the
Internal Revenue Code of 1986, as amended (the "Code"), sponsored by Citigroup,
Inc. ( "Participating Companies"). Citigroup is located at 399 Park Avenue, New
York, New York 10043. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 as amended (ERISA).
The Trust Fund
All contributions to the Plan are held in a Trust Fund established under the
Plan and invested in one or more of seven investment funds, as follows: Fund A
(Fixed Income Securities Fund), Fund B (Citigroup Common Stock Fund), Fund C
(Diversified Equity Investment Fund), Fund E (Capital Preservation Fund), Fund F
(Small Cap Fund), Fund G (International Securities Fund) and Fund H (Lifestyle
Fund - Portfolio 200, Portfolio 300, Portfolio 400, Portfolio 500).
Employer Contributions
The 1999 Company Contributions to the Plan by Citigroup are allocated as of the
end of the year among participants on the basis of their total compensation as
defined by the Plan. Participants credited with at least one year's service and
employed on December 31 of that year receive a Company Contribution as shown on
the following chart:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
IF THEIR TOTAL COMPENSATION IS: % OF TOTAL COMPENSATION
------------------------------------------------------------------------------------------------------------------
<S> <C>
Up to $49,999.99 3%
------------------------------------------------------------------------------------------------------------------
$50,000-$99,999.99 Up to 3%
For each $1 participants contribute, the Company will contribute $1, up to
3% of their total compensation.
------------------------------------------------------------------------------------------------------------------
$100,000-$249,999.99 Up to 2% (on total compensation of up to $160,000 for 1999). For each $1
participants contribute, the Company will contribute 50 cents
------------------------------------------------------------------------------------------------------------------
$250,000 and above There is no Company Contribution.
------------------------------------------------------------------------------------------------------------------
</TABLE>
In 1999, the company contributed $49,635,543, all of which is receivable as of
December 31, 1999. This receivable represents the only non-participant directed
asset of the Plan.
For 1998, the annual contributions to the Plan by Citibank, N. A. and
Participating Companies were allocated as of the end of the year among
participants on the basis of their covered basic compensation as defined by the
Plan.
6
<PAGE> 7
During 1998, participants credited with a least one year's service and employed
on December 31 of that year received a basic award ("Basic Contribution") equal
to 3% of their annual covered basic compensation. Participants could elect to
receive the Basic Contribution in cash or defer and invest all or part of it in
one or more of the Plan's investment funds (each, a "Fund"). If the participant
chose to defer and invest all or part of the Basic Contribution, subject to
various limitations under the code, such amount was matched by a supplemental
award ("Supplemental Contribution"). Each participant choosing such an election
also had to elect that the amount of the Basic Contribution deferred and the
Supplemental Contribution be invested by Citibank as trustee of the Plan (the
"Trustee") in Funds A, B, C, E, F, G or H in multiples of 1% of the total
amount. Any participant whose employment was terminated during the Plan Year for
reasons other than death, or retirement was not eligible for a Basic
Contribution for that year. The 3% Basic Contribution was subject to Federal
Insurance Contributions Act tax (Social Security) withholding whether the award
was in cash or was deferred.
For 1998 and 1999, the Code has limited the compensation under the Plan on which
contributions can be based to $160,000.
Deferred Salary Account Contributions
Regardless of whether a participant has satisfied the eligibility requirements
for the Company Contribution, the participant may open a Deferred Salary Account
and elect to contribute a portion of his or her annual covered basic
compensation, before federal and some state and local taxes are withheld, to the
Trust Fund ("DSA Contributions"). The Plan permits participants who are not
"highly compensated employees" as defined in the Code to make DSA Contributions
to the Plan in an amount not in excess of 20% of a participant's basic
compensation for the calendar year. As of December 31, 1999, a highly
compensated employee is defined as a participant with annual compensation in
excess of $80,000. Under the Code, Basic Contributions and Deferred Salary
Account Contributions are considered elective deferrals and are subject to
limitations imposed by the Code as described below.
For the years ended December 31, 1999 and 1998, Deferred Salary Account
Contributions amounted to $81,894,581 or 85% and $79,420,265 or 86%
respectively, of total employee voluntary contributions.
Limitations on Basic Contributions and Deferred Salary Account Contributions
Under the Code, for 1999 and 1998 the maximum amount of deferred Company
Contributions and Deferred Salary Account Contributions permitted is $10,000 for
each participant. Any deferred Basic or Deferred Salary Account Contributions
that may not be contributed to the Trust Fund because of the limitation will be
returned to the participant as a cash payment. Additional limitations may be
imposed on contributions by highly compensated employees because of rules
applicable to the Plan under the Code which prohibit discrimination in favor of
such employees.
The total amount which may be allocated to a participant's account from all
sources (excluding rollover contributions) in any plan year is limited by
Section 415 of the Code to the lesser of $30,000 (subject to cost-of-living
increases in future years) or 25% of the participant's annual compensation from
the employer.
Rollover Contributions
The Plan accepts rollover contributions from employees. Such contributions
include employee accounts from the qualified plans of their former employers, or
from Individual Retirement Accounts (IRAs) or tax-qualified annuities containing
solely rollover contributions from the qualified plans of former employers.
7
<PAGE> 8
For the years ended December 31, 1999 and 1998 rollover contributions accounted
for $14,532,864 or 15% and $12,512,752, or 14% respectively, of total employee
voluntary contributions.
Vesting
For employees hired after December 31, 1998, Company Contributions are subject
to a five-year vesting schedule where contributions are 0% vested for four years
and are 100% vested after five years of service.
The Plan is an individual account type plan, in which participants are always
100% vested in participant contributions. If the Plan is terminated, each
participant's interest will become payable in full according to Plan provisions.
Participants who were employees on December 31, 1998 will be vested in all past
and future Company contributions. Participants hired after December 31, 1998
will not be vested in any future Company contribution until five years of
service is completed.
Withdrawals
In the case of retirement, a participant may elect to receive his or her
interest in a single distribution (in cash, or in the case of Fund B, in shares
of Citigroup Common Stock) or in equal annual installments, commencing within
the later of five years from the date of retirement or age 65, but not later
than April 1st of the calendar year immediately following the later of the year
in which the participant retires or the year in which the participant attains
age 70 1/2, over a period of time not to exceed the lesser of 15 years or the
life expectancy of the participant and the participant's designated beneficiary.
A participant who terminates employment for any other reason can elect to
receive his or her interest in a single distribution of cash or stock or in
equal annual installments at any time following the date of termination, but no
later than age 65. If a participant elects a single distribution, the payment
received will be subject to tax withholding and additional penalty unless the
payment is rolled over to another qualified plan or individual retirement
account.
In the case of death of the participant, if the beneficiary is the surviving
spouse, such beneficiary may elect to receive the participant's interest
beginning no later than April 1st of the year immediately following the year in
which the participant would have attained age 70 1/2 over a period of time not
to exceed the lesser of 15 years or the life expectancy of the beneficiary. If
the beneficiary is not the surviving spouse, such distributions shall begin no
later than one year after the death of the participant.
A participant may request a hardship withdrawal from his or her deferred Basic
Contributions and Deferred Salary Account and Employer contribution, if vested,
to meet an immediate and heavy financial need attributable to (1) unreimbursed
medical expenses of the participant, the participant's spouse, children or
dependents, (2) the purchase of a primary residence for the participant, (3)
tuition for the next twelve months of post-secondary education for the
participant, the participant's spouse, children or dependents, (4) payment to
avoid eviction from or foreclosure on the participant's principal residence, (5)
expenses in connection with the unreimbursed loss of the participant's principal
residence or necessary personal property due to natural disaster, (6) payment of
funeral expenses for a member of the participant's immediate family, (7) repairs
necessary to preserve the participant's principal residence and moving expenses
in connection with the purchase of a principal residence, or (8) other hardship
or events not specifically listed above.
In order to satisfy the requirement of an immediate and heavy financial need
which the participant cannot satisfy from other reasonably available sources,
the following conditions must be met: (1) the participant must demonstrate that
the withdrawal is not in excess of the amount of the immediate and heavy
financial need, (2) the participant must make best efforts to satisfy the need
from all other withdrawals, distributions and nontaxable loans available under
the Plan and all other plans maintained by Citigroup, (3) the participant will
not be eligible to make any elective contributions to the Plan or contributions
to other plans of Citigroup and any employer required under the Code to be
aggregated with Citigroup for a period of twelve months following the hardship
withdrawal, and (4) for the period of the participant's taxable year immediately
following the taxable year of the hardship withdrawal, the participant's
elective contributions shall not be in excess of the dollar limit ($10,000 in
1999 and 1998) for the year after the hardship withdrawal, less such
contributions for the taxable year of the hardship withdrawal.
8
<PAGE> 9
If a participant's account contains sufficient funds, the participant may also
elect to increase the amount of a hardship withdrawal so that the participant
receives an amount approximately equal to the hardship need after subtraction of
an amount to cover federal, state, and local income taxes and penalties
reasonably anticipated to result from the withdrawal.
Withdrawals of pre-1980 employer contributions, subject to a tax penalty
described below, may be made as of each New York Stock Exchange business day.
Withdrawal of the post-1979 employer contributions (including Basic Contribution
and Supplemental Contribution plus Deferred Salary Account Contributions) are
permitted following the attainment of age 59 1/2 or on account of permanent and
total disability.
A participant may withdraw a part or all of his or her Qualified Voluntary
Employee Contributions ("QVEC") and the amount withdrawn will be subject to
federal income taxation as ordinary income unless it is transferred to an IRA or
another employer's tax-qualified retirement plan in a direct trustee-to-trustee
transfer or, alternatively, within 60 days of the participant's actual receipt
of the funds.
Withdrawals from the Plan which result in taxable income to the participant will
be subject to a 10% penalty tax imposed by the Code unless the withdrawal is
made after the participant attains age 59 1/2, or on account of the
participant's separation from service after age 55, disability or death. Also,
no penalty tax is imposed on a hardship withdrawal for medical expenses which
exceed 7.5% of the participant's adjusted gross income.
Participants who do not have all of a taxable distribution that is eligible to
be transferred directly to another tax-qualified plan or IRA will be subject to
mandatory federal income tax withholding of 20%. Certain taxable distributions
are not subject to this withholding rule including, but not limited to, hardship
withdrawals, substantially equal periodic payments made for a period of ten or
more years or for the life (or life expectancy) of the participant.
Loans
The Plan may make loans to participants from the participants' account balances.
The maximum amount a participant may borrow is the lesser of 50% of the value of
the participant's total account balance or $50,000 reduced by the highest
outstanding loan balance in the previous twelve months on the date the loan is
made. Effective September 5, 1997, if a participant has invested in more than
one Fund, such funds shall be charged for the amount of the loan on a pro-rata
basis. Effective January 1, 1997, participants were permitted to enter into one
Plan loan transaction per calendar year and to have no more than two Plan loans
outstanding at any time. All employees who enter into new loan agreements (after
1996) and subsequently leave Citigroup will be required to repay their loan
within 90 days of their separation of service or the loan will be deemed a
taxable distribution. Effective December 17, 1999, employees may pay back loans
after leaving Citigroup by using coupons.
9
<PAGE> 10
Loans, except those for the purchase of the participant's primary
residence, are repaid over a repayment period of up to five years through
payroll deductions as described below, subject to prepayment in full at
any time at the option of the participant. The loan interest rate for new
loans, effective January 1, 1999, is the prime rate of interest as
published in the Wall Street Journal on the first day of the month in
which the loan application is received, plus one percent (1%). Generally,
such interest is not tax deductible. Because the participant's account
balance is reduced by the outstanding principal amount of his or her
loan, the outstanding principal amount will not participate in the
investment experience of any of the Funds in the Trust Fund.
For active Plan participants, principal and interest of each loan are
repaid by deduction each pay period from such participant's compensation
in equal amounts sufficient to fully amortize such loan over the
repayment period. All amounts deducted are transmitted not less often
than monthly and are reinvested in the Funds on the next valuation date,
based on the loan amount taken from such Funds, unless the participant
elects to have the repayments invested in another Fund.
Participants
There were 54,271 and 51,611 participants in the Plan at December 31,
1999 and 1998, respectively.
2. PLAN CHANGES
Effective January 1, 1999, the Savings Incentive Plan of Citibank, N.A.
and Participating Companies (As amended and restated) (SIP) was renamed
as the Citibuilder 401(k) Plan. The 1999 company contribution paid in
January 2000 was made in accordance with the Citibuilder 401 (k) Plan.
The following is a brief description of the amendments.
Employer Contributions
Basic and Supplemental Employer Contributions as described under
"Description of the Plan - Employer Awards" have been replaced with a
Citigroup contribution of up to 3% of total employee compensation. This
contribution was made to the Citigroup Common Stock Fund within the Plan.
Total Compensation includes annual base pay, bonuses, differentials,
incentives, commissions and overtime paid in that year. The maximum
compensation on which a contribution is based is the IRS limit of
$160,000. Employees whose total compensation is less than $50,000 receive
a company contribution without having to make deferred salary account
(DSA) contributions.
For employees whose total compensation is at least $50,000 but less than
$250,000 there is no company contribution unless the employee makes DSA
contributions. For 1999 only, employees were not required to make DSA
contributions to obtain the company contribution. The company
contribution was not subject to Federal Insurance Contributions Act tax
(Social Security) withholdings. The company contribution funds are
restricted from transfers out of the company stock fund, hardship
withdrawals and loans until age 55. These contributions are included (if
vested) in determining the amount available for a loan.
For employees hired after December 31, 1998, future company contributions
made to their 401(k) account and earnings on these contributions will
vest after five years of service. A participant's 401(k) account will be
fully vested after five years of service, with no partial vesting. Prior
service with Citigroup will be counted towards the 5 year vesting
requirement.
Employee Contributions
Voluntary employee contributions will be calculated on total compensation
effective January 1, 2000. Effective December 17, 1999, the available
deferral percentage for all employees is 20%.
10
<PAGE> 11
Fees
Fees equal to approximately 0.3% will be deducted from each participant's
balance effective January 1, 2000. The fee will relate to the following
plan expenses:
- Trustee and custodian fees and other expenses related to
investment and management of the plan assets
- Fee and charges of vendors for participant data maintenance and
transaction processing; and
- Production of disclosure documents and similar items.
Merger
On October 8, 1998, Citicorp, merged with and into a newly formed, wholly
owned subsidiary of Travelers Group Inc. ("Travelers") and, subsequently
changed its name to Citigroup, and Citigroup assumed sponsorship of the
Plan. Under the terms of the merger, 1.13 billion shares of Citigroup
common stock were issued in exchange for all the outstanding shares of
Citicorp common stock based on an exchange ratio of 2.5 shares of
Citigroup common stock for each share of Citicorp common stock. Each
share of Travelers common stock automatically represents 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. Each outstanding share of Citicorp preferred
stock was converted into one share of a corresponding series of preferred
stock of Citigroup having substantially identical terms. Consequently,
Fund B was renamed " Citigroup Common Stock Fund".
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following are the significant accounting policies followed by the
Citibuilder 401(k) Plan, formerly known as The Savings Incentive Plan of
Citibank, N.A. and Participating Companies (as Amended and Restated) (the
"Plan"):
Basis of Accounting and Presentation. The accompanying financial
statements have been prepared on the accrual basis of accounting and in
accordance with the financial reporting requirements of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
As a result of the Merger, the accounting policies of The Plan have been
conformed to those of Citigroup. Accordingly, the 1998 financial
statements of the Plan have been restated to conform to current year
presentation.
Participant loans which were previously recorded as deductions from net
assets available for plan benefits when granted and additions to net
assets available for plan benefits when repaid, on the statements of
changes in net assets available for plan benefits have been presented as
investments in the statement of net assets available for plan benefits.
Additionally, interest income on participant loans and participant
defaulted loans have been included in interest income and withdrawals
respectively on the statement of changes in net assets available for
Plan benefits.
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.
11
<PAGE> 12
Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes herein, and disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results could
differ from those estimates.
Investments. Plan investments are stated at fair value, except for
investment contracts which are stated at contract value. Stocks and bonds
traded on national securities exchanges are valued at their closing
market prices; when no trades are reported, they are valued at the most
recent bid quotation, securities traded in the over-the-counter market
are valued at their last sale or bid price. U.S. Government and Agency
Obligations are valued based upon bid quotations for identical or similar
obligations. Investments in the Commingled Employee Benefit Trust Funds
("CEBTs") of Citibank, N.A. ("Citibank"), Invesco and State Street Bank
are valued at values per unit reported by such CEBTs, whose valuation
methods are similar to the Plan. The investments in the Dimensional
Investment Group Inc.'s Mutual Funds are reported at their net asset
values at year-end.
The Plan enters into transactions whereby securities are purchased under
agreements to resell. Such agreements are carried at purchase price which
normally approximates fair value. The Plan received securities that are
treated as collateral for cash advanced and the market value of such
collateral must equal or exceed the advance at the time of purchase. The
face amount, reported in the Supplemental Schedule of Assets Held for
Investment Purposes, represents the face amount of the underlying
collateral.
Interest income is recorded on the accrual basis. Dividend income is
recorded on the ex-dividend date.
Securities transactions are recorded on the trade date. Average cost is
used to determine realized gains and losses on sales of such investments.
Securities purchased or sold near year-end may result in payments on
these securities not being made or received until after the Plan's
year-end. A "Plan Year" is a calendar year. The amounts of such payments
are recorded as payables or receivables as of year-end.
The Plan invests in various Funds. The amounts allocated to each Fund may
be invested directly in the permitted investments for such Fund, or may
be invested in such permitted investments through the medium of any
investment vehicle permitted under applicable law.
The Trustee may, in its discretion, temporarily invest any part of the
amounts allocated to the Trust Fund or to any particular Fund in
short-term investments selected by it or through the medium of a
commingled employee benefit trust fund established and maintained for
such purpose. The Trustee may, for the purpose of remaining fully
invested and maintaining liquidity to make distributions from the Trust
Fund, trade in financial options and futures (including index options and
options on futures) and contracts for the exchange of interest rates,
investment performance, currencies or other notional principal in such
form and upon such terms as the Trustee or a duly appointed investment
manager may direct.
Securities, cash, and other assets and liabilities denominated in foreign
currencies are translated into U.S. dollars at the prevailing market
rates in effect on the valuation date. Income and expenses are translated
at the exchange rates prevailing at the date of the transaction.
12
<PAGE> 13
Gains and losses on foreign currency transactions, translations of
foreign currency balances, and forward foreign currency contracts, other
than investment transactions and translations, are included in net
gain/loss on currency translation. Currency gains and losses on
investment transactions and translations are included in realized
gains/losses from security transactions and change in unrealized
appreciation/depreciation of investments.
4. FUNDING POLICY
The Participating Companies have entered into a Declaration of Trust with
the Trustee providing for the establishment, management, investment and
reinvestment of the Trust Fund. Payments to the Trustee are made by
Citigroup as specified by the Plan provisions.
5. FEDERAL INCOME TAXES
The Plan received its most recent determination letter from the Internal
Revenue Service on March 27, 1996 approving the continued exemption of
the Plan and its underlying Trust from federal income taxes under the
Code. The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's legal counsel believe that
the Plan and its Trust are in compliance with the applicable rules of the
Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
Participants who do not elect to defer their Basic Contributions are
subject to federal income tax at ordinary income tax rates upon
distribution to them of their Basic Contributions. Participants are not
subject to federal income tax on their deferred Basic and Supplemental
Contributions and their Deferred Salary Account Contributions until such
time as said amounts are distributed to them. In the year of deferral,
the Deferred Salary Account For 1999 & 1998 and the Basic Award paid for
Plan Year 1998 were subject to withholding for Social Security. The
Company Contribution paid in 2000 for services rendered in 1999 is not
subject to withholding for Social Security. Under Section 404 of the
Code, the Participating Companies are entitled to deduct their
contributions under the Plan for federal income tax purposes.
6. EXPENSES
Administrative expenses are paid by the Participating Companies.
Effective January 1, 2000, annual fees approximating 0.3%, will be
deducted from each participants balance to cover plan expenses including
administrative expense.
7. RELATED PARTY TRANSACTION (PARTIES-IN-INTEREST)
Certain Plan investments are shares of stock issued by Citigroup.
Citigroup is the Plan Sponsor.
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 Plans assets.
On April 4, 2000, Citigroup and State Street Corporation announced the
formation of CitiStreet. CitiStreet provides administrative,
outsourcing, investment management and investment advisory services to
the employee benefit Plans of corporate, governmental and other
organizations.
13
<PAGE> 14
8. INVESTMENTS
The Plan held the following individual investments, whose aggregate fair
value equaled or exceeded 5% of the Plan's net assets at December 31,
1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Citigroup Common Stock $1,527,559,699 $1,037,777,697
Invesco CEBT, Index 500 Fund 781,696,761 601,511,555
</TABLE>
During 1999 and 1998, the Plan's investments (including investments
purchased, sold and held during the year) appreciated in fair value by
$856,488,994 and $141,130,649, respectively as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
U.S. Government and Agency Obligations $ (4,752,818) $ 1,738,695
Corporate Bonds (4,047,255) 707,649
Foreign Bonds (1,128,153) 98,967
Guaranteed Investment Contracts - 9,831
Commingled Trust Funds 152,340,081 127,253,230
Mutual Funds 21,264,029 11,161,179
Separate Investment Portfolio 5,419,995 8,310,580
Citigroup Common Stock 687,393,115 (8,149,482)
------------ ------------
Net Appreciation
in Fair Value of Investments $856,488,994 $141,130,649
============ ============
</TABLE>
The Plan has a number of Guaranteed Investment Contracts issued by
insurance companies and banks at fixed and variable rates carried at
contract value. The contract value represents contributions made under
the contract less any participant-directed withdrawals plus accrued
interest, which had not been received from the issuer, at the contract
rate.
The Plan also has Synthetic Guaranteed Investment Contracts ("Synthetic
GICs") which, in the aggregate, are carried at contract value which
consists of cash, fixed income securities valued at fair value, accrued
interest on the fixed income securities, and a wrapper contract valued at
the difference between the contract value and fair value of the fixed
income securities plus accrued interest on the fixed value liquidity
agreement fee. The interest rate is a function of the relationship
between the contract value and the value of the underlying assets.
The interest rate for the Synthetic GIC's is reset periodically by the
issuer and cannot be less than zero. The interest rate disclosed on the
statement of investments represents the rate in effect on December 31,
1999. The underlying assets, the wrapper contract, and the accrued
interest receivable are shown in the aggregate on the statement of net
assets and by contract on the statement of investments. These contracts
are summarized below:
14
<PAGE> 15
<TABLE>
<CAPTION>
INVESTMENT CONTRACTS MATURITY DATE CONTRACT RATE CONTRACT VALUE
-------------------- ------------- ------------- --------------
GUARANTEED INVESTMENT CONTRACTS
<S> <C> <C> <C>
AIG Life 12/31/02 6.160% $27,615,890
AIG Life 12/31/03 5.630 15,718,985
CDC Capital 02/15/04 6.030 20,000,000
CDC Capital 9/30/02 6.260 11,305,781
John Hancock 9/30/01 6.390 18,390,306
John Hancock 1/2/03 6.330 9,828,248
John Hancock 1/2/03 6.140 9,499,723
John Hancock 07/01/02 6.570 10,106,911
Mass Mutual 10/01/02 6.800 34,130,818
Metropolitan Life 10/01/02 5.800 12,594,486
Metropolitan Life 9/30/00 6.250 12,500,820
Metropolitan Life 7/1/02 6.100 14,411,202
National Westminster Bank 6/25/12 6.937 9,477,068
New York Life 4/1/02 6.670 23,388,487
New York Life 7/1/02 6.220 1,812,212
New York Life 10/01/02 6.740 20,532,696
Principal Mutual 10/01/01 5.770 8,393,188
Principal Mutual 9/29/02 6.490 24,389,679
Principal Mutual 6/30/01 5.850 13,473,654
Principal Mutual 10/1/02 6.420 5,131,763
---------
SUBTOTAL 302,701,917
-----------
</TABLE>
<TABLE>
<CAPTION>
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS
<S> <C> <C> <C>
Deutsche Bank No stated maturity * 6.240 80,788,346
National Westminster Bank No stated maturity 6.446 23,567,233
Rabobank No stated maturity 6.290 78,596,696
Rabobank No stated maturity 7.107 9,291,479
Rabobank No stated maturity 6.830 19,341,802
UBS No stated maturity 6.560 78,135,948
----------
SUBTOTAL 289,721,504
------------
TOTAL $592,423,421
============
</TABLE>
* The maturity dates for the Synthetic GICs have not been specified by the
parties to the contracts. Certain conditions must occur or the parties
may mutually agree to a maturity date at some future time.
9. FUTURES CONTRACTS
In order to hedge against a decline in the value of its securities or
increase in the prices of securities it intends to purchase at a later
date, or for investment purposes, the Plan may buy and sell futures
contracts. From an investment perspective, the Plan may purchase futures
contracts to gain exposure to market changes as it may be more efficient
or cost-effective than actually buying securities.
15
<PAGE> 16
Futures contracts are contracts for delayed delivery of securities or
money market instruments in which the seller agrees to make delivery at a
specified future date of a specified instrument, at a specified price or
yield. Upon entering into a futures contract, the Plan is required to
deposit either cash or securities in an amount (initial margin) equal to
a certain percentage of the contract value. Subsequent payments
(variation margin) which equal the daily changes in contract value are
recorded as realized gains and losses.
Risks of entering into futures contracts include the possibility that
there may be an illiquid market and that changes in the value of the
contract may not correlate with the value of the underlying securities.
At December 31, 1999 and 1998, the Plan had open positions in futures
contracts and collateral as disclosed below:
1999:
-----
<TABLE>
<CAPTION>
VARIATION MARGIN
NO. OF RECEIVABLE/(PAYABLE)
CONTRACTS AS OF DEC. 31, 1999 COLLATERAL
--------- ------------------- ----------
Futures Contracts
-----------------
<S> <C> <C> <C>
Standard and Poor's 500 Index 36 $30,600 $ 1,200,000
U.S. Treasury Notes 97 $35,813 $ 70,000
U.S. Treasury Long Bond 80 $10,000 $ 120,000
U.S. Treasury Ten Year Notes 71 $ 7,766 $ 120,000
</TABLE>
The sizes of the contracts are 250 times the Standard & Poor's 500 Index,
500 times the U.S. Treasury Notes Index, 1,000 times the U. S. Treasury
Long Bond Index and 1,000 times the U. S. Treasury Ten Year Notes Index.
1998:
At December 31, 1998, the Plan held 39 Standard & Poor's 500 Index
Futures Contracts. The size of the contract was 500 times the value of
the Standard & Poor's 500 Index. As of December 31, 1998, the variation
margin payable of $60,337 represented one day's settlement. At December
31, 1998, the Plan pledged, as collateral on the Futures Contracts,
United States Treasury Bills amounting to $2,100,000.
At December 31, 1998, the Plan held 25 United States Treasury Long Bond
Futures Contracts. As of December 31, 1998, the variation margin payable
of $3,125 represented one day's settlement. At December 31, 1998, the
Plan pledged, as collateral on the Futures Contracts, United States
Treasury Bills amounting to $60,000.
10. INVESTMENTS IN FORWARD FOREIGN CURRENCY CONTRACTS
Forward foreign currency contracts are valued at market forward rates
obtained from independent market quotations and unrealized appreciation
and depreciation is recorded. The Plan will realize a gain or loss upon
the closing or settlement of the forward transaction.
A forward foreign currency contract obligates one party to purchase and
the other party to sell a specific currency at a set price on a future
date. In order to hedge against foreign currency exchange rate risks on
foreign currency denominated transactions and holdings or for investment
purposes, the Plan may buy or sell forward foreign currency contracts. At
December 31, 1999, the Plan had open positions in forward foreign
currency exchange contracts as disclosed below:
16
<PAGE> 17
<TABLE>
<CAPTION>
COMMITMENTS TO SELL:
Settlement Foreign U.S. Dollars Unrealized
---------- ------- ------------ ----------
Counterparty Curr. Date
Currency Cost Fair Value Gain/(Loss)
------------ ----- ---- -------- ---- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
State Street Bank London DKK 2/04/00 $1,726,667 $234,602 234,230 372
State Street Bank London EUR 2/04/00 4,026,721 4,069,324 4,066,894 2,430
State Street Bank London EUR 2/04/00 1,921,125 1,955,897 1,940,291 15,606
State Street Bank London EUR 2/04/00 670,000 679,477 676,684 2,793
Credit Suisse First Boston EUR 2/04/00 567,362 570,000 573,022 (3,022)
Credit Suisse First Boston EUR 2/04/00 566,229 580,000 571,878 8,122
Credit Suisse First Boston EUR 2/04/00 294,614 300,000 297,553 2,447
Credit Suisse First Boston EUR 2/04/00 128,893 130,000 130,179 (179)
Credit Suisse First Boston EUR 2/04/00 345,375 350,000 348,820 1,180
Credit Suisse First Boston EUR 2/04/00 433,241 440,000 437,564 2,436
State Street Bank London GBP 2/04/00 871,906 1,394,099 1,408,579 (14,480)
State Street Bank London GBP 2/04/00 560,334,709 1,705,997 1,704,628 1,369
State Street Bank London GBP 2/04/00 96,178,500 294,770 292,590 2,180
State Street Bank London JPY 2/04/00 667,490,148 6,582,743 6,571,302 11,441
State Street Bank London JPY 2/04/00 1,723,200 16,779 16,965 (186)
State Street Bank London SEK 2/04/00 7,154,186 838,217 842,774 (4,557)
TOTAL COMMITMENTS TO SELL: $ 27,952
========
</TABLE>
COMMITMENTS TO BUY:
<TABLE>
<CAPTION>
Settlement Foreign U.S. Dollars Unrealized
---------- ------- ------------ ----------
Counterparty Curr. Date Currency Cost Fair Value Gain/(Loss)
------------ ----- ---- -------- ---- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
State Street Bank London AUD 2/04/00 $1,487,514 $945,955 $977,091 $31,136
State Street Bank London EUR 2/04/00 316,737 319,109 319,897 788
State Street Bank London EUR 2/04/00 311,031 319,864 314,134 (5,730)
State Street Bank London EUR 2/04/00 290,000 294,771 292,893 (1,878)
State Street Bank London EUR 2/04/00 151,425 152,717 152,936 219
Credit Suisse First Boston EUR 2/04/00 1,566,631 1,600,000 1,582,260 (17,740)
Credit Suisse First Boston EUR 2/04/00 241,681 250,000 244,092 (5,908)
Credit Suisse First Boston EUR 2/04/00 214,802 220,000 216,945 (3,055)
Credit Suisse First Boston EUR 2/04/00 441,406 450,000 445,810 (4,190)
State Street Bank London GRD 2/04/00 222,654,400 679,477 677,350 (2,127)
State Street Bank London JPY 2/04/00 2,992,500 29,252 29,460 208
State Street Bank London SEK 2/04/00 6,982,623 819,720 822,564 2,844
-----
TOTAL COMMITMENTS TO BUY: $(5,433)
========
</TABLE>
17
<PAGE> 18
As of December 31, 1998, the Plan had open positions to sell foreign
forward currency contracts in various denominations in exchange for
$25,142,844, whose value at December 31, 1998 was $25,460,856 resulting
in a loss of $318,012. Additionally, the Plan had open positions to buy
forward foreign currency contracts in various denominations in exchange
for $62,311,749 whose value at December 31, 1998 was $62,683,496
resulting in a loss of $371,747.
11. TERMINATION OF THE PLAN
Although it has not expressed any intent 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 ERISA.
12. SUBSEQUENT EVENTS
Effective July 1, 2000, the Lifestyle Funds will be replaced by the
Conservative Focus Fund, Moderate Focus Fund, and Aggressive Focus Fund.
In addition, the following funds will be added to the Plan:
Smith Barney Appreciation Fund
Smith Barney Large Capitalization Fund
Smith Barney Aggressive Growth Fund
Smith Barney International Equity Fund
Euro Pacific Growth Fund
18
<PAGE> 19
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
FUND A
(Fixed Income Securities Fund)
Maturity Principal Fair Value
Asset Description Rate Date Amount Cost 12/31/99
----------------- ------ -------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
U.S. GOVERNMENT & AGENCY OBLIGATIONS
Federal Home Loan Banks 6.145% 9/30/02 2,000,000 $ 2,023,125 $ 1,977,500
Federal Home Loan Banks 6.250% 8/13/04 2,500,000 2,480,425 2,437,900
Federal Home Loan Mortgage 7.500% 4/15/03 1,255,000 1,253,627 1,260,484
Federal Home Loan Mortgage 5.750% 7/15/03 3,400,000 3,428,656 3,292,162
Federal Home Loan Mortgage 4.750% 12/14/01 2,000,000 1,994,687 1,936,560
Federal Home Loan Mortgage 6.250% 7/15/04 1,750,000 1,753,418 1,710,905
Federal National Mortgage 7.000% 12/1/00 2,500,000 2,482,812 2,471,100
Federal National Mortgage 6.500% 12/1/00 2,000,000 1,951,875 1,940,000
Federal National Mortgage 6.400% 5/2/01 1,100,000 1,098,471 1,097,591
Federal National Mortgage 5.625% 3/15/01 2,000,000 2,027,240 1,981,560
Federal National Mortgage 5.750% 4/15/03 1,650,000 1,724,167 1,602,563
Federal National Mortgage 5.750% 6/15/05 4,000,000 4,119,660 3,802,480
Federal National Mortgage 4.625% 10/15/01 3,000,000 2,991,630 2,907,180
Federal National Mortgage 6.375% 6/15/09 3,400,000 3,337,202 3,246,456
Federal National Mortgage 6.500% 12/1/12 1,072,258 1,070,415 1,040,755
Federal National Mortgage 6.500% 11/1/12 355,483 354,872 345,099
Federal National Mortgage 6.500% 11/1/12 327,493 326,930 317,870
Federal National Mortgage 6.500% 8/1/12 29,097 29,047 28,327
Government National Mortgage Assn. 7.000% 12/15/00 2,000,000 1,990,625 1,979,380
United States Treasury Notes 6.125% 12/31/01 8,000,000 8,055,564 7,982,480
United States Treasury Notes 6.250% 6/30/02 6,500,000 6,718,912 6,475,805
United States Treasury Notes 5.250% 5/15/04 2,400,000 2,321,250 2,299,128
United States Treasury Notes 7.875% 8/15/01 6,650,000 7,076,992 6,816,250
United States Treasury Notes 6.250% 2/15/03 7,650,000 7,995,187 7,627,280
United States Treasury Notes 5.750% 8/15/03 5,500,000 5,444,918 5,387,415
United States Treasury Notes 7.875% 11/15/04 2,250,000 2,406,641 2,379,015
United States Treasury Notes 6.500% 8/15/05 500,000 528,451 500,000
United States Treasury Notes 6.250% 8/31/00 7,000,000 7,139,243 7,010,920
United States Treasury Notes 6.500% 10/15/06 2,000,000 2,028,734 1,994,680
------------ ------------
TOTAL U.S. GOVERNMENT & AGENCY OBLIGATIONS $ 86,154,776 $ 83,863,875
CORPORATE BONDS
Ahold Financial U.S.A., Inc. 6.250% 5/1/09 1,900,000 1,884,420 1,702,666
American Express Master Treasury Svc 5.375% 7/15/01 1,630,000 1,580,590 1,616,748
Associates Corp. of North America 5.500% 2/15/04 1,400,000 1,391,768 1,314,348
AT&T Corp. 6.000% 3/15/09 2,000,000 1,993,633 1,814,240
Atlantic Richfield 5.900% 4/15/09 1,950,000 1,943,350 1,769,411
Bear Stearns Cos. Inc. 6.750% 8/15/00 1,000,000 1,008,220 999,550
Bear Stearns Cos. Inc. 6.650% 12/1/04 1,250,000 1,248,600 1,197,638
Bear Stearns Cos. Inc. 7.625% 12/7/09 1,500,000 1,496,055 1,472,880
Branch Banking & Tr. Co. Wilson, N.C. 5.700% 2/1/01 1,000,000 984,320 988,060
California Infrastructure 6.320% 9/25/05 1,250,000 1,258,643 1,229,350
Comcast Cable Corp. 6.200% 11/15/08 1,650,000 1,648,873 1,492,194
CWABS Inc. 6.525% 2/25/14 61,901 61,901 61,628
Dayton Hudson Credit Card Master 6.250% 8/25/05 1,225,000 1,222,373 1,203,734
Dell Computer Corp. 6.550% 4/15/08 1,150,000 1,148,218 1,070,696
Delphi Automotive Sys. Corp. 6.125% 5/1/04 1,900,000 1,906,156 1,797,324
Electronic Data System Corp. 7.125% 10/15/09 1,700,000 1,698,300 1,655,052
</TABLE>
* Party in Interest as defined by ERISA
19
<PAGE> 20
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
FUND A
(Fixed Income Securities Fund)
Maturity Principal Fair Value
Rate Date Amount Cost 12/31/99
------ -------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
El Paso Natural Gas Co. 6.750% 11/15/03 1,000,000 1,016,390 975,710
EOP Oper. L.P. 6.800% 1/15/09 1,750,000 1,742,195 1,602,142
Finova Cap. Corp. 5.875% 10/15/01 1,650,000 1,648,366 1,611,835
General Electric Capital Corporation 8.850% 4/1/05 1,325,000 1,449,060 1,418,850
Guidant Corp. 6.150% 2/15/06 1,800,000 1,792,944 1,621,908
Household Financial Corporation 5.875% 2/1/09 1,200,000 1,193,220 1,061,532
Household Financial Corporation 7.200% 7/15/06 1,750,000 1,747,340 1,718,920
Ingersoll Rand Company 6.380% 11/19/01 850,000 850,000 839,001
International Business Mac. 5.375% 02/01/09 1,500,000 1,497,465 1,314,000
International Lease Finance Corp. 6.250% 10/15/00 1,000,000 1,015,770 996,520
J.C. Penney, Inc. 7.250% 04/01/20 1,000,000 999,580 981,850
Lehman Brothers Inc. 7.250% 10/15/03 1,000,000 996,330 987,300
Lockheed Martin Corp. 6.850% 05/15/01 2,250,000 2,273,977 2,234,520
Marsh & McLennan Cos. Inc. 6.625% 06/15/04 1,700,000 1,693,438 1,648,082
MBNA Amer. Bank, N.A. 6.000% 12/26/00 1,000,000 1,000,000 990,210
MBNA Master Card Tr. 5.800% 12/15/05 1,500,000 1,526,016 1,444,215
MCI Communications Corp. 6.500% 04/15/10 1,400,000 1,394,330 1,303,652
Mellon Bank Home Equity 6.520% 07/25/10 1,084,550 1,083,296 1,076,924
MMCA Auto Owner Tr. 7.550% 04/15/06 1,750,000 1,749,453 1,763,945
Nabisco, Inc. 6.000% 02/15/01 1,350,000 1,349,662 1,329,831
News America Holding 7.375% 10/17/08 1,500,000 1,497,590 1,455,135
Norwest Financial Inc. 5,625% 02/03/09 1,800,000 1,792,656 1,576,692
Raytheon Co. 6.450% 08/15/02 2,000,000 2,009,770 1,945,620
Royal Bank of Canada, New York 6.750% 10/24/11 1,000,000 998,440 953,040
Sears Roebuck Acceptance Corp. 6.560% 11/20/03 1,000,000 982,120 960,120
Toyota Auto Lease Trust 6.350% 04/26/04 1,225,000 1,232,034 1,218,875
Toyota Motor Credit Corp 5.500% 12/15/08 1,700,000 1,696,634 1,497,496
Tyco Int'l Group 6.375% 06/15/05 1,500,000 1,493,865 1,405,170
United Dominion Realty Inc. 8.125% 11/15/00 1,650,000 1,648,663 1,658,019
UNUM Corp Notes 6.370% 10/31/00 1,650,000 1,650,000 1,648,449
Wal-Mart Stores Inc. 6.550% 08/10/04 1,750,000 1,747,357 1,721,034
Westvaco Corp. 6.850% 11/15/04 1,750,000 1,746,535 1,708,350
Worldcom Inc. 8.875% 01/15/06 1,500,000 1,629,375 1,574,355
------------ ------------
TOTAL CORPORATE BONDS $ 70,619,291 $ 67,628,821
FOREIGN BONDS
ABN AMRO Bk. N.V. Chicago Notes 7.125% 06/18/07 1,500,000 1,527,185 1,452,060
Bayerische Landesbank 5.875% 12/01/08 1,600,000 1,598,672 1,434,816
British Columbia Prov. Canada 5.375% 10/29/08 1,650,000 1,641,437 1,444,097
Cable & Wireless Communications 6.625% 03/06/05 1,450,000 1,445,360 1,431,977
Inter American Development Bank 5.750% 02/26/08 1,400,000 1,391,460 1,282,708
National Australia Bank Ltd. 6.400% 12/10/07 1,500,000 1,501,062 1,426,710
National Westminster Bank 7.375% 10/01/09 1,700,000 1,693,217 1,660,056
Ontario Prov. Canada 7.375% 01/27/03 500,000 526,225 505,200
United Utils. Plc. 6.450% 04/01/08 1,500,000 1,505,475 1,370,790
------------ ------------
TOTAL FOREIGN BONDS $ 12,830,093 $ 12,008,414
STIF OF STATE STREET BANK & TRUST CO. 00/00/00 9,540,845 9,540,845 9,540,845
------------ ------------
TOTAL ASSETS HELD FOR INVESTMENT - FUND A $179,145,005 $173,041,955
============ ============
</TABLE>
* Party in Interest as defined by ERISA
20
<PAGE> 21
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND B
(CITIGROUP STOCK FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
--------- -------- -------------- ------------ ----------------
<S> <C> <C> <C> <C> <C>
Citigroup Common Stock * 27,492,638 $513,946,004 $1,527,559,699
STIF of State Street Bank & Trust Co. * 11,141,764 11,141,764 11,141,764
------------ ----------------
TOTAL ASSETS HELD FOR INVESTMENT - FUND B $525,087,768 $1,538,701,463
============ ================
</TABLE>
FUND C
(DIVERSIFIED EQUITY INVESTMENTS FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
DATE UNITS COST 12/31/99
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
COMMINGLED EMPLOYEE BENEFIT TRUSTS OF INVESCO TRUST CO.
INDEX 500 FUND 30,577,432 $359,901,719 $781,696,760
------------- -------------
STIF OF STATE STREET BANK & TRUST CO. * 11,512,202 11,512,202 11,512,202
------------- -------------
U.S. GOVERNMENT & AGENCY OBLIGATIONS
U.S. Treasury Bills 03/16/02 1,200,000 1,184,257 1,187,448
------------- -------------
TOTAL ASSETS HELD FOR INVESTMENT - FUND C $372,598,178 $794,396,410
============= =============
</TABLE>
FUND E
(CAPITAL PRESERVATION FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
-------- ------------ ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
State Street Resale Agreement * 4.950% 51,867,000 $51,867,000 $51,867,000
GUARANTEED INVESTMENT CONTRACTS ***
AIG Life Companies 6.160% 12/31/02 27,615,890 27,615,890 27,615,890
AIG Life Companies 5.630% 12/31/03 15,718,985 15,718,985 15,718,985
CDC Capital 6.030% 02/15/04 20,000,000 20,000,000 20,000,000
CDC Capital 6.260% 09/30/02 11,305,782 11,305,782 11,305,781
John Hancock 6.140% 01/02/03 9,499,723 9,499,723 9,499,723
John Hancock 6.390% 09/30/01 18,390,306 18,390,306 18,390,306
John Hancock 6.330% 01/02/03 9,828,248 9,828,248 9,828,248
John Hancock 6.570% 07/01/02 10,106,911 10,106,911 10,106,911
Mass Mutual 6.800% 10/01/02 34,130,818 34,130,818 34,130,818
Metropolitan Life 5.800% 10/01/02 12,594,485 12,594,485 12,594,486
Metropolitan Life 6.100% 07/01/02 14,411,202 14,411,202 14,411,202
Metropolitan Life 6.250% 09/30/00 12,500,820 12,500,820 12,500,820
</TABLE>
* Party in interest as defined by ERISA
21
<PAGE> 22
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND E
(CAPITAL PRESERVATION FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
ASSET DESCRIPTION RATE DATE UNITS COST 12/31/99
----------------------------------------------- ------ ---------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
National Westminster Bank 6.937% 06/25/12 9,477,068 9,477,068 9,477,068
New York Life Insurance 6.670% 04/01/02 23,388,487 23,388,487 23,388,487
New York Life Insurance 6.220% 07/01/02 1,812,212 1,812,212 1,812,212
New York Life Insurance 6.740% 10/01/02 20,532,696 20,532,696 20,532,696
Principal Mutual Life 5.770% 10/01/01 8,393,188 8,393,188 8,393,188
Principal Mutual Life 6.490% 09/29/02 24,389,679 24,389,679 24,389,679
Principal Mutual Life 5.850% 06/30/01 13,473,654 13,473,654 13,473,654
Principal Mutual Life 6.420% 10/01/02 5,131,763 5,131,763 5,131,763
------------- -------------
$302,701,917 $302,701,917
SYNTHETIC GUARANTEED INVESTMENT CONTRACTS
Deutsche Bank 6.240% Not Stated 80,788,346 80,788,346 80,788,346
National Westminster Bank 6.446% Not Stated 23,567,233 23,567,233 23,567,233
Rabobank 6.290% Not Stated 78,596,696 78,596,696 78,596,696
Rabobank 7.107% Not Stated 9,291,479 9,291,479 9,291,479
Rabobank 6.830% Not Stated 19,341,802 19,341,802 19,341,802
UBS 6.560% Not Stated 78,135,948 78,135,948 78,135,948
------------- -------------
$289,721,504 $289,721,504
------------- -------------
TOTAL ASSETS HELD FOR INVESTMENT - FUND E $644,290,421 $644,290,421
============= =============
</TABLE>
FUND F
(SMALL CAP FUND)
<TABLE>
<CAPTION>
NUMBER OF FAIR VALUE
UNITS COST 12/31/99
------------ -------------- --------------
<S> <C> <C> <C>
Commingled Employee Benefit Trust of
State Street Bank & Trust Company *
RUSSELL 2000 FUND 5,737,640 $128,389,724 $159,380,155
-------------- --------------
TOTAL ASSETS HELD FOR INVESTMENT - FUND F $128,389,724 $159,380,155
============== ==============
</TABLE>
FUND G
(INTERNATIONAL SECURITIES FUND)
<TABLE>
<CAPTION>
NUMBER OF FAIR VALUE
UNITS COST 12/31/99
------------- ------------- -------------
<S> <C> <C> <C>
MUTUAL FUNDS OF DIMENSIONAL INVESTMENT GROUP, INC.
Emerging Markets Portfolio II 1,226,733 $ 11,026,720 $ 14,156,504
International Value Portfolio IV 11,156,615 113,165,194 127,966,370
------------- ------------
TOTAL ASSETS HELD FOR INVESTMENT - FUND G $ 124,191,914 $ 142,122,874
============= =============
</TABLE>
* Party in Interest as defined by ERISA
22
<PAGE> 23
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
-------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
LARGE CAP GROWTH COMMON STOCK
AT&T Corp. 11,100 $507,191 $563,325
Altera Corp. 900 40,924 44,606
America Online Inc. 5,200 386,265 392,275
American Express Co. 2,600 351,762 432,250
Amgen, Inc. 3,800 175,062 228,238
BMC Software, Inc. 700 53,638 55,956
Bank of New York Inc. 2,700 99,872 108,000
Bed Bath & Beyond Inc. 2,800 82,706 97,300
Bell Atlantic 8,300 530,636 510,969
BellSouth Corp. 6,710 337,574 314,112
Bristol Myers Squibb Co. 9,300 623,936 596,944
Carnival Corp. 4,500 207,161 215,156
Cisco Systems Inc. 11,900 311,020 1,274,787
Coca-Cola Co. 9,000 591,770 524,250
Danaher Corp. 2,700 91,266 130,275
Dell Computer Corp 9,200 381,445 469,200
E M C Corp. 3,300 101,891 360,525
Federal Home Loan Mortgage 3,000 157,642 141,188
Federal National Mortgage Association 4,400 282,527 274,725
GTE Corp. 4,630 343,661 326,704
General Dynamics Corp. 1,000 51,603 52,750
General Electric Co. 11,300 936,531 1,748,674
Harley Davidson Inc. 850 52,963 54,453
Home Depot Inc. 8,850 317,554 606,778
Intel Corp. 11,780 609,829 969,641
IBM 7,190 797,791 776,520
Interpublic Group Co's Inc. 5,200 185,771 299,975
Johnson & Johnson 7,200 602,391 670,500
Kohl's Group 1,400 95,470 101,063
Lexmark International Group, Inc. 2,450 167,021 221,725
Eli Lilly & Co. 2,435 155,532 161,928
Linear Technology Group 600 42,511 42,938
Lowes Co's, Inc. 1,600 85,696 95,600
Lucent Technologies Inc. 10,750 648,047 804,234
MBNA Corp. 11,000 310,947 299,750
Maxim Integrated Products Inc. 1,300 44,104 61,344
Medtronic Inc. 4,500 174,930 163,969
Merck & Co. Inc. 8,240 511,049 552,595
Microsoft Corp. 18,400 1,211,600 2,148,199
Microchip Technology Inc. 800 54,706 54,750
Northern Trust Corp. 2,200 108,702 116,600
Oracle Corp 5,100 193,986 571,519
Peoplesoft Inc. 2,600 56,117 55,413
Pfizer Inc. 14,000 487,630 454,125
</TABLE>
* Party in Interest as Defined by ERISA
23
<PAGE> 24
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
-------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Proctor & Gamble Inc. 6,664 609,136 730,125
SBC Communications Inc. 9,800 556,543 477,750
Schering Plough Corp. 10,400 439,572 438,750
Charles Schwab Corp. 2,300 100,636 88,263
Sun Microsystems Inc. 5,700 220,592 441,394
Tellabs Inc. 1,800 102,281 115,538
Tyco International Ltd. 10,600 467,311 412,075
Wal Mart Stores Inc. 15,900 571,890 1,099,087
Walgreen Co. 3,800 112,249 111,150
Warner Lambert Co. 5,500 388,709 450,656
STIF of State Street Bank & Trust Co. * 844,030 844,030 844,030
------------- -------------
TOTAL LARGE CAP GROWTH COMMON STOCK $17,973,379 $23,354,646
LARGE CAP VALUE COMMON STOCK
AT&T Corp. 18,000 $1,003,470 $913,500
Alcao Inc. 8,500 526,230 705,500
American Home Products Corp. 14,000 730,316 552,125
Avon Products Inc. 9,400 431,050 310,200
BP Amoco 11,000 624,443 652,438
Bank America Corp. 12,000 695,604 602,250
Bristol Myers Squibb Co. 10,000 612,211 641,875
Chase Manhattan Corp. 11,000 676,712 854,562
Chevron Corp. 7,500 624,238 649,688
Chubb Corp 9,000 633,668 506,813
Conoco Inc. 23,000 484,722 569,250
Conoco Inc. 11,056 214,342 275,018
Dow Chemical Co. 3,300 369,877 440,963
Du Pont, Inc. 8,000 435,479 527,000
Duke Energy Co. 16,000 961,727 802,000
Emerson Electrical Co. 12,500 708,723 717,188
Enron Corp. 22,500 759,913 998,437
Exxon Mobil Corp. 11,000 747,454 886,187
GTE Corp. 9,600 651,081 677,400
General Electric Co. 6,000 594,510 928,500
General Motors Corp. 5,200 286,194 377,975
Halliburton Co. 10,000 374,859 402,500
Hartford Financial Services Group 13,000 597,775 615,875
H.J. Heinz Co. 6,000 301,318 238,875
Honeywell International Co. 12,000 735,248 692,250
International Paper Co. 11,500 530,759 649,031
Kimberly Clark Corp. 9,700 586,363 632,925
Marsh & McClennan Co. 9,200 539,601 880,325
Masco Corp. 19,000 552,274 482,125
McGraw Hill Inc. 12,000 682,878 739,500
Mellon Financial Corp. 20,800 694,335 708,500
Merrill Lynch & Co. Inc. 3,000 234,131 250,500
Pepsico Inc. 19,000 739,140 669,750
Pharmacia & Upjohn Inc. 11,000 623,110 495,000
</TABLE>
* Party in Interest as Defined by ERISA
24
<PAGE> 25
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
-------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Pitney Bowes, Inc. 15,000 938,412 724,688
SBC Communications, Inc. 16,000 819,079 780,000
Sprint Corp. 8,000 322,279 538,500
Unicom Corp. 15,000 548,743 502,500
Union Pacific Corp. 7,800 384,675 340,275
Unum Provident Corp. 13,000 501,536 416,813
Williams Co. Inc. 26,200 880,918 800,737
Xerox Corporation 17,500 862,114 397,031
STIF of State Street Bank & Trust Co. * 1,591,756 1,591,756 1,591,756
------------- -------------
TOTAL LARGE CAP VALUE COMMON STOCK $26,813,266 $27,138,325
SMALL CAP GROWTH STOCK
Activision Inc. 10,935 $ 159,863 $ 167,442
Affymetrix Inc. 625 48,711 106,055
Alliant Techsystems. Inc. 1,860 147,364 115,901
Alpha Industry Inc. 1,115 68,956 63,903
Alpharma, Inc. 3,900 135,272 119,925
Amkor Technology Inc. 5,175 100,782 146,194
Anadigics Inc. 1,965 94,414 92,723
Ancor Communications Inc. 1,170 26,923 79,414
Andrax Corp. 2,229 72,838 94,315
Apria Healthcare Group Inc. 10,535 167,581 188,972
Applied Power Inc. 4,433 136,290 162,913
Aptargroup, Inc. 9,524 266,575 239,291
Bisys Group Inc. 4,331 218,073 282,598
Beringer Wine Estates Holding Co. 3,072 122,571 122,496
Bindview Development Corp. Inc. 3,030 130,758 150,553
Blanch E.W. Holdings, Inc. 1,245 84,241 76,256
Broadvision Inc. 1,620 144,933 275,501
C. Cube Microsystems, Inc. 5,596 141,116 348,351
C.H. Robinson Worldwide 6,712 193,135 266,802
Cleco Corp New 4,910 158,624 157,427
CNF Transportation, Inc. 6,235 265,107 215,108
CTS Corp. 1,965 139,443 148,112
Cal Dive International Inc. 5,230 171,231 173,244
Caliper Technologies Corp. 941 21,184 62,812
Catalina Marketing Corp. 5,068 297,722 586,620
Checkfree Holdings Corp. 4,550 152,733 475,475
Chittenden Corp. 8,574 278,176 254,005
Chubb Corp. 1 0 56
Co Flexip 5,040 227,753 191,520
Concentric Network Corp. 2,520 83,002 77,648
Corixa Corp 4,510 74,575 76,670
Cost Plus Inc. 7,710 241,332 274,669
Covad Communications Group 3,000 141,254 167,813
Crossroads Systems Inc. 94 1,692 7,943
Cullen Frost Bankers Inc. 10,682 268,803 275,062
Cylink Corp. 7,085 99,955 95,648
</TABLE>
* Party in Interest as Defined by ERISA
25
<PAGE> 26
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
-------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Cypress Semiconductor Corp. 4,885 138,934 158,152
DII Group, Inc. 2,280 80,583 161,809
Dallas Semiconductor Corp. 1,566 62,585 100,909
Digital Microwave Corp 7,220 145,388 169,219
DUSA Pharmaceuticals Inc. 7,030 119,930 200,355
Eagle USA Airfreight Inc. 10,843 187,267 467,603
Electronics for Imaging Corp. 5,755 208,072 334,509
Emmis Communications Corp. 1,700 108,065 211,889
Emulex Corp. 1,170 103,541 131,625
Enzon, Inc. 3,450 114,238 149,644
Ethan Allen Interiors Inc. 4,021 129,500 128,923
Exactis Com Inc. 3,663 59,037 89,057
Exodus Communications Inc. 4,668 100,207 414,577
Finistar Corp. 743 14,117 66,777
Gentec Corp. 4,245 106,918 117,799
Hanover Compressor Corp. 4,830 153,654 182,333
Harmonic, Inc. 1,170 82,997 111,077
High Speed Access Corp. 2,840 46,496 50,055
Hispanic Broadcasting Corp. 4,123 178,155 380,218
Houghton Mifflin Co. 3,053 139,206 128,798
IDEC Pharmaceuticals Corp. 1,700 89,082 167,025
IDEX Corp. 5,200 165,811 157,950
Inprise Corp. 24,920 107,649 275,678
Lamar Advertising Co. 6,856 185,886 415,217
Legato Systems Inc. 4,932 110,552 339,383
Lifepoint Hospitals Inc. 6,025 71,163 71,170
Linens 'n Things, Inc. 6,636 223,217 196,592
MTI Technology Corp. 2,760 71,573 101,775
Macrovision Corp 1,540 37,659 113,960
Macromedia Inc. 6,155 198,481 450,083
Mail Com Inc. 3,660 59,512 68,625
Medarex Inc. 10,695 113,917 398,389
Medimmune Inc. 2,417 124,053 400,920
Medquist Inc. 5,315 178,306 137,193
Mercury Interactive Corp. 5,484 154,336 591,929
Methode Electronics Inc. 4,245 104,410 136,371
Mettler Toledo International Inc. 7,350 190,656 280,678
Micrel Inc. 4,885 194,209 278,140
Microstrategy Inc. 1,220 103,853 256,200
Microchip Technology, Inc. 1,772 92,615 121,271
Millenium Pharmaceuticals Inc. 2,676 154,644 326,472
National Information Corp. 1,668 20,016 53,376
National Instructors Corp. 10,272 267,704 392,904
Network Appliance Inc. 3,157 77,451 262,228
Next Level Communications Inc. 425 8,500 31,822
Novellus Sys Inc. 3,820 202,367 468,068
O Reilly Automotive Inc. 8,040 187,559 172,860
Peoples Heritage Final Group 14,726 265,482 221,810
</TABLE>
* Party in Interest as Defined by ERISA
26
<PAGE> 27
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/99
-------- ---------- ----------- ---------- --------------
<S> <C> <C> <C> <C> <C>
Petroleum Geological Services 10,330 160,732 184,003
Pharmacyclics Inc. 2,015 68,762 83,119
Pinnacle Holdings Inc. 9,691 229,725 410,656
Power One Inc. 2,335 63,856 106,972
Powerwave Technologies, Inc. 2,706 74,372 157,963
Powertel Inc. 2,125 138,453 213,297
Precision Drilling Corp. 8,225 166,469 211,280
Profit Recovery Group International 7,639 132,727 202,911
QRS Corp. 1,901 152,814 199,605
R&B Falcon Corp. 38,905 390,625 515,490
Remec Inc 7,590 130,613 193,545
Remedy Corp. 2,125 94,199 100,672
Research in Motion, Ltd. 5,655 132,320 261,190
SEI Investments Co. 1,240 135,660 147,579
SFX Entertainment Inc. 7,438 228,429 269,163
Sandisk Corp 1,780 131,049 171,325
Saucony Inc. 7,601 166,686 105,464
Sawteck Inc. 2,230 95,548 148,434
Scholastic Corp. 2,070 114,117 128,728
Semtech Corp. 2,495 120,349 130,052
Shaw Group Inc. 5,385 120,638 136,308
Shire Pharmaceuticals Group 18,899 423,101 550,433
Source Information Management Co. 16,925 244,384 283,494
Spanish Broadcasting System 4,222 84,440 169,936
Sportsline USA Inc. 2,680 59,044 134,335
SYMYX Technologies Inc. 2,439 38,103 73,170
Telebanc Financial Corp. 3,915 122,163 101,790
Ticketmaster Online 1,990 57,959 76,491
Transkaryotic Therapies Inc. 980 45,080 37,730
Transwitch Corp. 1,620 91,774 117,551
Triad Hospitals Inc. 4,140 52,701 62,618
Triquint Semiconductor Inc. 1,010 92,708 112,363
U.S. Trust Corp. 4,116 313,512 330,052
Varian Inc. 10,695 174,778 240,638
Ventana Medical System Inc. 5,462 125,771 135,867
Verticalnet Inc. 955 121,266 156,620
Vixel Corp. 1,540 58,958 26,276
Voicestream Wireless Corp. 1,341 38,741 190,841
Western Wireless Corp. 6,516 79,308 434,943
Westwood One Inc. 7,121 199,666 541,196
Whittman Hart Inc. 4,420 109,302 237,023
Young Broadcasting Inc. 5,015 252,661 255,765
Zale Corp. 5,465 211,083 264,369
Zany Brainy Corp. 23,540 232,834 241,284
STIF of State Street Bank & Trust * 1,237,704 1,237,704 1,237,704
------------- -------------
TOTAL SMALL CAPITAL GROWTH $18,637,719 $27,073,099
</TABLE>
* Party in Interest as Defined by ERISA
27
<PAGE> 28
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C>
SMALL CAP VALUE COMMON STOCK-
Acceptance Insurance Co. 15,000 $ 345,864 $ 87,188
AEHR Test System Inc. 5,800 35,483 29,000
Air Express International Corp. 15,000 301,820 484,688
American National Insurance Co. 7,900 552,128 503,625
Atlantic Coast Airlines 14,400 254,225 342,000
Atwood Oceanics Inc. 19,900 549,424 768,637
Aztar Corp. 63,900 412,904 694,912
Baldor Electrical Co. Inc. 30,800 595,009 558,250
Circor International Inc. 9,250 109,279 95,391
Commercial Intertech Corp. 4,200 71,652 53,550
Commonwealth Industries Inc. 30,100 549,426 391,300
D.R.Horton, Inc. 23,400 331,578 323,213
Diebold Inc. 3,400 74,646 79,900
Dimon, Inc. 35,000 641,559 113,750
Ensco International Inc. 20,700 224,463 473,512
Esco Electronics Corp. 22,750 399,216 264,469
Engle Homes Inc. 10,100 155,934 121,200
Flexsteel Industries Inc. 14,000 168,000 187,250
Fritz Companies Inc. 45,500 550,936 477,750
Harleysville Group Inc. 39,300 756,055 560,025
JLG Industries Inc. 97,200 1,256,437 1,549,125
Kaydon Corp. 21,000 568,260 563,063
Kenan Transport Co. 13,300 374,229 417,288
LTV Corp. 151,900 1,477,769 626,587
Lancaster Colony Corp. 15,600 507,873 516,750
Lone Star Technologies Inc. 19,600 352,229 546,350
MMI Companies Inc. 25,700 644,027 221,662
Matrix Bancorp Inc. 20,800 292,470 249,600
Midwest Express Holdings Inc. 17,800 486,154 567,375
Motor Cargo Industries Inc. 23,800 296,575 110,075
Muyers Industries Inc. 37,830 688,817 595,823
Nuevo Energy Co. 28,900 654,266 541,875
PBOC Holdings Inc. 27,600 311,909 260,475
PMI Group Inc. 9,300 285,738 453,956
Patrick Industries Inc. 13,400 212,475 123,950
Penn America Group Inc. 24,100 423,645 186,775
Perini Corp. 7,500 38,544 29,062
Presidential Life Corp. 49,100 931,525 902,212
Professionals Group Inc. 31,460 837,036 737,344
R&B Falcon Corp. 33,490 725,349 443,743
R.P.M. Inc. 63,200 864,133 643,850
Reynolds & Reynolds Co. 19,300 368,455 434,250
Rowan Companies Inc. 34,300 366,782 743,881
Santa Fe International Corp. 11,000 161,777 284,625
Schultz SAV-O Stores Inc. 20,100 326,952 256,275
Spacehab Inc. 39,500 428,402 212,313
</TABLE>
28
<PAGE> 29
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C>
Stancorp Financial Group Inc. 12,000 289,424 302,250
Standard Commercial Corp. 70,000 1,005,934 249,375
Superior Industries International Inc. 19,100 502,883 512,119
SYMS Corp. 38,100 494,671 190,500
Teleflex Inc. 17,000 595,336 532,312
Tidewater Inc. 16,300 418,659 586,800
Timberland Co. 20,200 405,971 1,068,074
TIMKEN CO 40,900 745,411 835,894
Tower Automotive Inc. 36,300 685,328 560,381
Tropical Sportswear International Corp. 20,900 381,025 337,013
Tuscarora Inc. 17,900 246,777 217,037
Ultrak Inc. 56,700 559,508 439,425
Watts Industries Inc. 21,300 283,392 314,175
West Pharmaceutical Services Inc. 13,700 442,845 423,844
Wolverine Worldwide Inc. 58,100 635,670 635,469
STIF of State Street Bank & Trust Co.* 963,131 963,131 963,131
----------------- -----------------
TOTAL SMALL CAP VALUE COMMON STOCK $ 29,617,394 $ 26,995,693
INTERNATIONAL EQUITY COMMON STOCK
ABN Amro Holdings 16,130 $ 365,678 $ 402,964
AKZO Nobel Nv. 9,552 395,538 479,186
Allied Domecq 54,759 351,028 270,664
Allied Irish Banks 41,787 546,022 476,505
Aust & NA. Bank Group 56,910 407,610 414,002
Aventisa Sa 10,380 603,187 602,282
BAA 62,540 452,692 436,410
BIC 6,979 392,859 317,629
Bohler Uddeholm 3,385 264,737 156,172
BQE National Paris 8,110 618,175 748,336
Brit Amer Tobacco 53,530 363,826 302,635
British Telecom 16,372 249,253 396,685
Buderus AG. 16,290 265,575 275,683
Buhrmann Nv. 25,710 420,223 387,189
Canon, Inc. 10,000 294,155 397,377
CGU 22,950 271,039 370,341
Coats Viyella 243,570 467,909 161,310
Commerzbank AG 7,915 274,418 290,622
Cookson Group 125,780 477,871 507,931
Creative Technology D. 38,330 466,635 665,984
Dragerwerk AG 16,309 325,308 143,753
Dyckerhoff AG. 10,770 370,367 329,814
Electrolux AB. 20,315 295,066 510,919
Elements 176,090 270,641 230,395
ENI Spa 69,990 405,916 384,954
EURO Currency 41,990 42,110 42,299
</TABLE>
* Party in Interest as Defined by ERISA
29
<PAGE> 30
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C>
Fletcher Challenge 134,471 377,039 198,136
Forbo Holdings 733 300,412 345,255
Getinge Industrier 19,627 402,157 221,435
Greencore Group 81,710 412,850 251,047
Hang Lung Devel. Co. 317,000 612,685 358,860
Hanson 55,720 296,185 467,123
ING Groep NV 7,290 322,971 440,174
Invensys 73,851 436,801 390,453
Jardine Matheson 81,200 596,569 319,928
KON KPN Nv. 4,125 134,095 402,650
Kvaener ASA 6,760 188,434 142,671
Lafarge 2,432 155,323 283,205
Lloyds TSB Group 28,220 341,257 350,539
Manulife Financial Corp. 34,435 407,943 440,129
Medeva 95,675 264,254 268,906
National. Westminster 20,335 343,843 436,867
New World Develelopment Co. 129,000 376,611 290,410
Nintendo Corp. 5,500 485,041 914,065
Noranda Inc. 23,655 476,141 317,913
Novartis AG 372 597,603 546,214
Pernod Ricard 6,744 342,088 385,875
Philips Elec (KON) 4,888 263,814 664,730
Portugal Telecom 56,317 475,340 617,800
Pound Sterling 841 1,351 1,359
Promise Corp. 5,200 250,292 264,657
Reckitt & Benchkiser 39,517 466,186 374,054
Reed International 43,330 249,786 325,458
Safeway 52,030 297,114 180,485
Sanyo Shinpan Fin. 9,000 412,930 308,310
Sauer AG Arbon 461 335,015 222,640
SGL Carbon 5,817 317,652 386,744
SIG Schwind Hg Ag 446 320,482 266,093
Smurfit (Jefferson) 136,940 322,554 413,839
STH China Morn Pst 419,000 362,393 361,137
Sulzer AG 528 315,494 343,202
Telecom Italia 55,100 474,298 777,070
Telecom Corp. of New Zealand. 144,835 651,045 681,086
Telefonica CA. 25,765 284,041 643,668
TI Group 61,790 369,371 448,144
Tomkins 130,454 708,034 425,659
Total Fina 6,140 546,150 819,529
Unilever 33,750 221,630 248,050
United News & Media P/C 37,443 363,210 472,060
United Overseas Bank 60,416 448,439 533,242
UPM Kymmene Oy 13,700 340,078 552,028
Verba AG 9,653 518,555 469,180
Vossloh AG 11,560 325,803 173,510
</TABLE>
* Party in Interest as Defined by ERISA
30
<PAGE> 31
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C>
Allied Zurich 25,210 314,168 297,269
Williams 85,827 477,319 390,955
Yodogawa Steel Works 96,000 532,195 289,400
STIF of State Street Bank & Trust Co. * 2,348,965 2,348,965 2,348,965
----------------- -----------------
TOTAL INTERNATIONAL EQUITY $ 30,841,844 $ 31,774,219
</TABLE>
* Party in Interest as Defined by ERISA
31
<PAGE> 32
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
DOMESTIC FIXED INCOME SECURITIES
Aames Mortgage Trust 6.590% 06/15/24 735,000 $ 734,885 $ 729,664
A Hold Financial USA, Inc. 6.875% 05/01/29 730,000 674,876 630,676
Federal National Mortgage Association 5.500% 12/31/99 5,000,000 4,665,156 4,425,000
Government National Mortgage Association 6.500% 12/15/99 625,000 624,414 586,914
Government National Mortgage Association 7.000% 12/31/99 2,300,000 2,342,406 2,222,375
American Financial Group, Inc. 7.120% 04/15/09 670,000 665,174 600,132
Asset Securitization Corp. 7.100% 08/13/29 358,671 377,740 355,070
Asset Securitization Corp. 6.500% 02/14/41 1,153,561 1,161,131 1,141,587
Associates Corp. North Amer. 6.950% 11/01/18 640,000 650,264 590,803
BB & T Corp. 6.375% 06/30/05 660,000 661,391 614,889
Bank One Corp. 5.625% 02/17/04 690,000 683,402 647,261
CWMBS Inc. 7.250% 11/25/27 2,353,383 2,326,172 2,259,930
Country Wide Hole Loan Services 7.250% 01/28/10 1,000,000 978,281 971,875
Century Tel Enterprises Inc. 6.300% 01/15/08 530,000 527,432 480,938
Chase 7.250% 12/29/29 1,500,000 1,442,109 1,439,531
Conseco Inc. Medium Term Senior Notes 6.400% 06/15/01 685,000 684,675 664,224
Contti Mortgage Home Equity 6.130% 03/15/13 800,000 799,896 794,000
Corporation Andina DeFome Notes 7.750% 03/01/04 690,000 690,674 690,007
Credit Suisse First Boston Com Mortgage 7.290% 09/15/09 500,000 502,500 490,910
Daimler Chrysler North Holdings 7.200% 09/01/09 640,000 632,634 628,634
Dayton Hudson Corp. 6.650% 08/01/28 565,000 586,781 489,635
Delta Air Lines Inc. 8.300% 12/15/29 635,000 630,695 611,080
Donaldson Lufkin & Jenrette Sr. Notes 5.875% 04/01/02 635,000 620,014 616,382
Dyneg, Inc. 7.450% 07/15/06 580,000 579,608 567,396
Equitable Life Assurance 6.950% 12/01/05 690,000 699,002 669,058
Federal National Mortgage Association 6.500% 12/01/99 1,350,000 1,346,203 1,271,943
Federal Home Loan Mortgage Corp. 6.250% 06/15/24 630,000 633,347 597,309
Federal National Mortgage Association 6.500% 05/01/29 1,570,492 1,540,555 1,479,687
Federal National Mortgage Association 7.000% 07/01/29 2,300,000 2,296,625 2,275,563
Ford Motor Company 7.375% 10/28/09 610,000 608,146 602,222
Government National Mortgage Association 7.000% 08/15/08 800,000 808,626 747,824
Government National Mortgage Association 6.500% 02/15/24 553,035 564,873 537,478
Great Lakes Chem Corp. NT. 7.000% 07/15/09 725,000 724,396 691,664
Household Financial Corp. 6.500% 11/15/08 865,000 890,549 801,085
Imperial TOB Overseas 7.125% 04/01/09 710,000 688,703 638,233
Knight Development Bank 6.875% 03/15/29 625,000 612,707 548,129
Korea Development Bank 7.128% 04/22/04 665,000 662,825 648,294
MCI Communications Corp. 6.500% 04/15/10 645,000 664,905 600,611
Mattel, Inc. 6.000% 07/15/03 670,000 664,346 632,052
Merita Bank Plc. 6.500% 04/01/09 675,000 673,954 616,261
J.P. Morgan Commercial Mortgage Financial Corp. 6.373% 01/15/30 473,110 475,476 462,806
Morgan Stanley Capital, Inc. 5.625% 01/20/04 740,000 735,230 697,028
Morgan Stanley Capital Inc. 6.440% 11/15/02 1,593,415 1,591,856 1,574,342
National Rural Utility Coop Fin 6.200% 02/01/08 635,000 657,806 590,893
Osprey Trust, Inc. 8.310% 01/15/03 620,000 621,767 615,617
</TABLE>
32
<PAGE> 33
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Popular North America, Inc. 6.200% 04/30/01 475,000 475,000 468,193
Popular North America, Inc. 6.875% 06/15/01 440,000 439,915 437,136
Quebec Province, Canada 7.500% 09/15/29 360,000 358,373 348,973
Residential Accredited Loans Inc. 7.250% 07/25/27 2,500,000 2,480,719 2,423,125
SAKS , Inc. 8.250% 11/15/08 635,000 618,151 617,791
Sears Credit Account Master Trust II 5.250% 10/16/08 785,000 778,354 735,686
Structured Asset Securities Corp. 6.790% 06/12/04 1,328,810 1,347,345 1,317,953
TPSA Financial 7.750% 12/10/08 725,000 730,405 671,181
United States Treasury Bonds 3.625% 04/15/28 796,866 756,140 711,697
United States Treasury Bonds 5.250% 02/15/29 4,460,000 3,986,357 3,687,840
United States Treasury Notes 6.625% 05/15/07 1,935,000 2,039,972 1,942,566
United States Treasury Notes 5.625% 04/30/00 715,000 715,179 714,664
United States Treasury Notes 5.625% 05/15/08 875,000 836,719 823,043
United States Treasury Notes 3.875% 01/15/09 984,624 957,959 951,393
United States Treasury Notes 6.000% 08/15/09 3,475,000 3,468,829 3,366,406
United States Treasury Notes 5.875% 11/15/04 1,270,000 1,270,794 1,245,197
United States Treasury Notes 5.500% 12/31/00 480,000 484,048 477,077
United States Treasury Bonds 6.500% 05/31/01 3,600,000 3,613,696 3,614,616
United States Treasury Bonds Futures 0.000% 02/18/00 13 13,504 12,391
United States Treasury Bills 5.320% 01/20/00 60,000 59,832 59,832
United States Treasury Bills 5.415% 01/20/00 127,000 126,637 126,637
Westvaco Corp. 7.100% 11/15/09 640,000 636,915 613,471
YPF Sociedad Anonima 7.250% 03/15/03 800,000 784,739 776,706
STIF of State Street Bank & Trust Co. * 5.674% 01/01/01 7,129,644 7,129,644 7,129,644
----------------- ----------------
TOTAL DOMESTIC FIXED INCOME $ 76,513,431 $ 73,820,230
INTERNATIONAL BONDS
Associates Corp. of North America 5.595% 08/27/01 600,000 $ 599,815 $ 599,523
Banc One Auto Grantor Trust 6.270% 11/20/03 49,766 50,193 49,644
Chase Manhattan 6.610% 09/15/02 43,576 44,012 43,535
Government National Mortgage Association 6.625% 09/20/26 59,067 59,989 59,391
Government National Mortgage Association 7.000% 07/20/25 223,428 227,314 225,347
Government National Mortgage Association 6.625% 09/20/25 117,569 119,614 118,561
Government National Mortgage Association 6.125% 12/20/25 24,671 25,057 25,072
Government National Mortgage Association 6.125% 11/20/26 104,150 105,729 105,631
Government National Mortgage Association 6.125% 12/20/26 293,005 296,067 297,309
International Bank Reconstruction & Development 4.750% 12/20/04 126,000,000 1,322,694 1,464,471
Bayerische Vereinsbank 6.750% 05/22/00 687,000 688,305 688,292
Government of Spain 6.000% 01/31/08 1,059,982 1,186,200 1,104,130
Nippon Trust 2.500% 07/25/07 107,000,000 1,053,368 1,110,477
Republic of Italy 6.500% 11/01/27 1,633,000 2,118,270 1,718,204
NYK 5.000% 10/01/29 988,000 143,343 116,398
Republic of Germany 5.625% 01/04/28 190,000 201,664 182,305
Government of Belgium 5.500% 03/28/28 470,000 467,932 432,927
Republic of Greece 8.900% 04/01/03 152,000,000 519,144 495,380
Commerzbank AG 6.000% 05/22/00 468,000 467,111 467,686
United Kingdom 5.000% 10/01/29 1,148,000 167,169 134,828
</TABLE>
* Party in Interest as defined by ERISA
33
<PAGE> 34
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Republic of Spain 5.150% 07/30/09 1,570,000 1,633,750 1,540,887
Republic of France 3.000% 07/25/09 216,081 248,546 207,286
Republic of Greece 6.600% 01/15/04 429,000,000 1,386,434 1,315,408
Republic of Greece 7.600% 01/22/02 226,000,000 745,313 699,310
Federal Republic of Germany 5.375% 01/04/10 900,000 948,357 908,881
Japanese Government 4.100% 06/21/04 135,600,000 1,507,217 1,515,670
Japanese Government 4.500% 12/20/04 60,000,000 683,621 688,245
United States Inflation Index 3.625% 07/15/02 105,017 87,520 103,967
United States Treasury Notes 4.750% 11/15/08 590,000 525,146 520,398
Canadian Government 1.900% 03/23/09 259,000,000 2,425,844 2,595,830
Credit Local de France 5.425% 02/11/02 1,500,000 1,497,386 1,498,050
National Australia Bank Ltd. 5.440% 02/12/02 1,500,000 1,496,995 1,497,300
Toyota Motor Credit Corp. 6.250% 08/04/03 870,000 1,380,008 1,366,946
Landes Bank 4.375% 05/22/00 1,263,000 1,252,656 1,254,154
Canadian Government - - 198 135 137
New Zealand Government - - 10,384 5,601 5,426
STIF of State Street Bank & Trust Co. * 5.674% 01/01/01 3,026,105 3,026,105 3,026,105
----------------- -----------------
TOTAL INTERNATIONAL BONDS $ 28,713,624 $ 28,183,110
HIGH YIELD BONDS
Advance Stores, Inc. 10.250% 04/15/08 500,000 $ 471,908 $ 435,000
Airplane Pass Thru Trust 10.875% 03/15/19 375,000 373,143 325,170
Alaris Med Sys, Inc. 9.750% 12/01/06 500,000 507,057 432,500
Allbritton Communications 9.750% 11/30/07 500,000 503,047 500,000
Allied Waste North America Inc. 10.000% 08/01/09 500,000 498,689 446,250
American Axle & Mfg, Inc. 9.750% 03/01/09 500,000 508,144 505,000
Ameriserve Food Distr, Inc. 8.875% 10/15/06 500,000 471,720 275,000
Avis Rent A Car, Inc. 11.000% 05/01/09 500,000 500,000 525,000
B&G Foods, Corp. 9.625% 08/01/07 640,000 619,377 568,000
Belco Oil & Gas Corp. 8.875% 09/15/07 500,000 478,061 468,750
Bell Wether Expl. Co. 10.875% 04/01/07 625,000 602,603 573,438
Blount, Inc. 13.000% 08/01/09 430,000 430,000 453,650
Calpine Corp. 7.875% 04/01/08 500,000 477,392 478,750
CB Richards Ellis Services, Inc. 8.875% 06/01/06 500,000 496,497 443,750
Charter Communication Holdings 8.625% 04/01/09 500,000 483,153 461,875
Charter Communication Holdings 9.920% 04/01/11 560,000 371,788 343,000
Circus Enterprises 9.250% 12/01/05 375,000 389,323 379,687
Cole National Group, Inc. 8.625% 08/15/07 375,000 369,232 269,062
ContiFinancial Corp. 8.375% 08/15/03 375,000 308,038 33,750
Continental Airls, Inc. 8.000% 12/15/05 500,000 470,330 457,330
CSC Holdings, Inc. 9.875% 02/15/13 625,000 674,686 659,375
Duane Reade, Inc. 9.250% 02/15/08 375,000 382,252 366,563
Energis, Plc. 9.750% 06/15/09 625,000 622,709 646,875
Federal Mogul Corp. 7.500% 01/15/09 500,000 459,449 445,381
Finlay Fine Jewerly Corp. 8.375% 05/01/08 500,000 483,224 462,500
French Fragrances, Inc. 10.375% 05/15/07 680,000 692,472 642,600
Fresenius Med. Care Capital Trust 7.875% 02/01/08 500,000 483,350 461,250
Frontier Vision Holdings 1.000% 09/15/07 615,000 544,715 547,350
</TABLE>
* Party in Interest as Defined by ERISA
34
<PAGE> 35
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Gentek, Inc. 11.000% 08/01/09 450,000 450,000 468,000
Granite Broadcasting Corp. 10.375% 05/15/05 500,000 508,155 508,750
Harrahs, Inc. 7.875% 12/15/05 250,000 235,713 240,625
Hexcel Corp. 9.750% 01/15/09 500,000 502,401 420,000
HMH, Inc. 7.875% 08/01/08 375,000 360,697 333,750
Hollinger International Publishing, Inc. 9.250% 03/15/07 500,000 516,491 492,500
Holt Group, Inc. 9.750% 01/15/06 500,000 367,068 328,750
Home Interiors Gifts, Inc. 10.125% 06/01/08 375,000 381,268 320,625
Intergrated Electrical Services 9.375% 02/01/09 375,000 379,492 367,969
Intermedia Communications 9.500% 03/01/09 375,000 378,619 360,000
Iron Mountain, Inc. 10.125% 10/01/06 733,000 773,643 747,660
Isle Capri Casinos, Inc. 8.750% 04/15/09 475,000 454,450 438,187
J L French Automotive 11.500% 06/01/09 500,000 500,000 510,000
J. H. Heafner, Inc. 10.000% 05/15/08 500,000 517,882 452,500
Jordan Telecommunication 1.000% 08/01/07 250,000 214,036 270,000
Jordan, Industries, Inc. 10.375% 08/01/07 500,000 502,396 500,000
Key Plastics, Inc. 10.250% 03/15/07 500,000 252,500 190,000
Lear Corp. 8.110% 05/15/09 500,000 499,760 469,779
LTV Corp. 11.750% 11/15/09 225,000 227,812 234,000
Lyondell Chemical Co. 9.875% 05/01/07 620,000 624,066 635,500
Mail Well I Corp 8.750% 12/15/08 500,000 504,815 475,000
Majestic Star Casino LLC 10.875% 07/01/06 625,000 614,465 603,125
Mattress Discounters Corp. 12.625% 07/15/07 175,000 168,850 171,063
Metronet Communications 1.000% 06/15/08 410,000 314,257 323,703
Nextel Communications, Inc. 1.000% 10/31/07 450,000 325,688 320,625
Nextel Communications, Inc. 1.000% 02/15/08 225,000 160,313 158,063
NTL Communications Corp. 1.000% 10/01/08 815,000 563,850 570,500
Orange, PLC 9.000% 06/01/09 500,000 500,000 525,000
P. L. Coal Holdings Corp. 9.625% 05/15/08 500,000 507,158 492,500
Pacific Papers, Inc. 10.000% 03/15/09 375,000 378,649 384,844
Packard Bioscience, Inc. 9.375% 03/01/07 375,000 362,601 321,563
Panolam Industries International Inc. 11.500% 02/15/09 500,000 515,691 508,750
PCI Chemicals CDA, Inc. 9.250% 10/15/07 275,000 221,375 211,063
Pete Lomak, Inc. 8.750% 01/15/07 250,000 227,500 230,000
Pierce Leahy Command, Co. 8.125% 05/15/08 425,000 419,438 388,875
Pillowtex Corp. 9.000% 12/15/07 350,000 222,000 147,000
Polymer Group, Inc. 8.750% 03/01/08 375,000 373,217 360,000
Premier International Foods Place 12.000% 09/01/09 375,000 375,000 382,500
Price Communications Wireless 9.125% 12/15/06 500,000 509,422 506,250
Protection One Alarm 8.125% 01/15/09 425,000 157,688 229,500
Quantum Corp. 7.000% 08/01/04 500,000 404,063 375,000
Revlon Consumer Prods. 8.625% 02/01/08 500,000 471,436 245,000
Rogers Cantel 9.375% 06/01/08 500,000 524,488 520,000
Safety Kleen Svcs. Inc. 9.250% 06/01/08 375,000 394,637 370,312
Sequa Corp. 9.000% 08/01/09 500,000 496,618 483,750
Simmons Co. 10.250% 03/15/09 500,000 515,618 472,500
Sinclair Broadcast Group, Inc. 9.000% 07/15/07 500,000 477,316 470,000
Stater Bros. Holdings, Inc. 10.750% 08/15/06 500,000 500,000 506,250
</TABLE>
* Party in Interest as Defined by ERISA
35
<PAGE> 36
SCHEDULE I
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN
OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
FUND H
(LIFESTYLE FUND)
<TABLE>
<CAPTION>
MATURITY NUMBER OF FAIR VALUE
RATE DATE UNITS COST 12/31/1999
----------- ----------- --------------------------------- -----------------
<S> <C> <C> <C> <C> <C>
Sun International, Ltd. 9.000% 03/15/07 500,000 505,347 482,500
Tembec Finance Corp. 9.875% 09/30/05 675,000 698,577 697,780
Triarc Consumer Prods. Groc. 10.250% 02/15/09 500,000 498,797 483,750
United Industries Corp. Inc. 10.750% 02/15/08 750,000 502,745 474,375
United International Holdings, Inc. 9.875% 04/01/09 500,000 507,271 456,250
Western Gas Reserve Inc. 10.000% 06/15/09 625,000 620,294 640,625
William Scotsman, Inc. 9.875% 06/01/07 375,000 378,564 362,812
STIF of State State Bank & Trust * 5.674% 01/01/01 2,431,614 2,431,614 2,431,614
----------------- -----------------
TOTAL HIGH YIELD BONDS $ 39,668,172 $ 37,677,893
TOTAL ASSETS HELD FOR INVESTMENT - FUND H $ 268,778,829 $ 276,017,216
================= =================
PARTICIPANT LOANS ** $ 77,847,372 $ 77,847,372
================= =================
TOTAL ASSETS HELD FOR INVESTMENT IN THE SAVINGS INCENTIVE PLAN $ 2,320,329,211 $3,805,797,866
================= =================
</TABLE>
* Parties in interest exempt under ERISA regulations. See note 7 to
finanical 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 5.6%
to 6.8%
36
<PAGE> 37
SCHEDULE II
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSE
WHICH WERE BOTH ACQUIRED & DISPOSED OF
WITHIN THE PLAN YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
COST OF PROCEEDS OF NET
PRINCIPAL AMOUNT DESCRIPTION OF ISSUE ACQUISITION DISPOSITION GAIN/(LOSS)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INTERNATIONAL EQUITY
23,300 BCO Sant Cent Hisp of Spain 448,817 85,278 (368,539)
13,600 Fortis of the Netherlands 424,010 469,553 45,543
7,243 Thames Water 108,247 107,943 (304)
ITERNATIONAL BOND
3,000,000 Caterpillar International, 4.870%, 4/22/99 2,983,452 3,000,000 16,548
3,000,000 Fuji Photo Film Financial BV, 4.870%, 4/12/99 2,987,472 3,000,000 12,528
1,000,000 Kingdom of Belgium, 0.010%, 9/30/99 986,960 1,000,000 13,040
1,000,000 Bills Securities, LTD., 5.230% 991,073 1,000,000 8,927
1,000,000 Sigma Finance Corporation, 5.250%, 10/12/99 986,335 1,000,000 13,665
1,400,000 Credit Sussie Aust. Finance Ltd., 6.000%, 01/31/08 1,394,561 1,400,000 5,439
1,000,000 ABN Amro Australia, 0.000%, 10/18/99 990,742 1,000,000 9,258
1,000,000 Beta Finance Corporation, 0.000%, 9/20/99 994,931 1,000,000 5,069
1,000,000 Artesia Delaware Inc., 0.000%, 12/17/99 995,487 1,000,000 4,513
4,086,882 Government of Spain, 6.000%, 1/31/08 5,492,680 5,509,034 16,354
1,200,000 Kingdom of Belgium, 6.300%, 3/31/05 1,365,423 1,382,745 17,322
5,910,000 Federal Republic of Germany, 6.000%, 1/4/07 7,310,921 7,264,434 (46,487)
940,000 Federal Republic of Germany, 6.000%, 1/4/07 923,632 922,940 (692)
910,000 Federal Republic of Germany, 4.125%, 7/4/08 866,456 887,667 21,211
8,600,000 Government of France, 7.750%, 10/25/05 11,950,979 11,950,979 0
1,304,054 Republic of Italy, 1,524,626 11,677,760 10,153,134
840,000 U.S. Treasury, 6.500%, 12/7/03 1,383,481 1,388,090 4,609
</TABLE>
37
<PAGE> 38
SCHEDULE II
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
WHICH WERE BOTH ACQUIRED & DISPOSED OF
WITHIN THE PLAN YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
COST OF PROCEEDS OF NET
PRINCIPAL AMOUNT DESCRIPTION OF ISSUE ACQUISITION DISPOSITION GAIN/(LOSS)
----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
700,000 U.S. Treasury, 6.750, 11/26/04 1,175,782 1,174,679 (1,103)
4,110,000 UK Treasury Stock, 7.250%, 12/7/07 8,215,828 8,109,282 (106,546)
200,000 Cadbury Schweppes, 8.000%, 12/29/00 344,316 334,799 (9,517)
600,000 Euro Investment Bank, 7.000%, 12/8/03 1,078,388 1,031,026 (47,362)
2,000,000 Federal National Mortgage Association, 6.875%, 6/7/02 3,423,510 3,334,365 (89,145)
453,000,000 Republic of Greece, 8.6000%, 3/26/08 1,749,638 1,739,378 (10,260)
552,607 Republic of Italy, 4,750%, 5/1/03 671,309 671,828 519
315,038 Republic of Italy, 5.000%, 5/1/08 397,175 397,754 579
108,000,000 Government of Japan, 2.600%, 3/20/19 1,011,253 1,026,251 14,998
303,900,000 Government of Japan, 0.900%, 12/22/08 2,371,943 2,364,250 (7,693)
706,500,000 Government of Japan, 4.608%, 3/21/05 7,292,719 7,207,966 (84,753)
1,695,000,000 Government of Japan, 4.50%, 6/20/03 16,903,576 16,963,801 60,225
742,000,000 Government of Japan, 3.000%, 9/20/05 7,090,383 7,036,872 (53,511)
3,572,600,000 Government of Japan, 4.100%, 12/22/03 35,321,937 35,206,234 (115,703)
1,180,000,000 Government of Japan, 3.400%, 3/22/04 11,132,909 11,229,555 96,646
303,600,000 Government of Japan, 2.000%, 3/20/09 2,631,640 2,619,997 (11,643)
8,700,000 Kingdom of Sweden, 10.250%, 5/5/00 1,187,464 1,159,140 (28,324)
2,750,000 Royal Bank of Canada, 1.000%, 10/31/02 2,741,475 2,742,300 825
</TABLE>
NOTE: TRANSACTIONS EXEMPT UNDER SECTION 2522.103-11 OF THE RULES AND REGULATIONS
FOR REPORTING AND DISCLOSURE AS ISSUED BY THE DEPARTMENT OF LABOR
EFFECTIVE FOR PLAN YEARS BEGINNING IN 1977 AND THEREAFTER ARE NOT INCLUDED
IN THIS SCHEDULE.
38
<PAGE> 39
SCHEDULE III
CITIBUILDER 401(k) PLAN (FORMERLY KNOWN AS
THE SAVINGS INCENTIVE PLAN OF CITIBANK, N.A. AND PARTICIPATING COMPANIES
(AS AMENDED AND RESTATED))
SCHEDULE OF REPORTABLE TRANSACTIONS DURING THE YEAR
ENDED DECEMBER 31, 1999
A. Series of Transactions With Respect to Securities of the Same Issue
Aggregating over 5% (or $151,665,313) of Current Value (or
$3,033,306,255) of Plan Assets at the Beginning of the Year:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
PURCHASE SELLING COST OF NET GAIN
PRICE PRICE EXPENSE WITH TRADE ASSET (LOSS)
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Short Term Investment Fund 323,719,280 323,719,280
of State Street Bank and Trust Company 323,705,000 0 323,705,000 (14,280)
No. Of Transactions 123 124
-----------------------------------------------------------------------------------------------------------------------------------
First Union Repo 1,324,645,000 1,324,645,000
1,272,788,000 0 1,272,778,000 (51,867,000)
No. Of Transactions 38 37
-----------------------------------------------------------------------------------------------------------------------------------
Fuji Repo 1,362,443,000 1,362,443,000
1,362,443,000 0 1,362,443,000 0
No. Of Transactions 36 36
-----------------------------------------------------------------------------------------------------------------------------------
State Street Repo 623,800,000 623,800,000 9,931,000
633,731,000 0 633,731,000
No. Of Transactions 27 28
-----------------------------------------------------------------------------------------------------------------------------------
438,285,000 438,285,000
West LB Repo 438,285,000 438,285,000
0 0
No. Of Transactions 17 17
-----------------------------------------------------------------------------------------------------------------------------------
Nomura Repo 3,491,736,000 3,491,736,000
3,491,736,000 0 3,491,736,000 0
No. Of Transactions 119 119
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
B. Transactions with Same Person involved in an individual transaction
aggregating over 5% (or $151,665,313) of Current Value (or
$3,033,306,255) of Plan Assets at the Beginning of the Year: NONE
39
