-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R8aP7sWIWefpSbaoy8aPE/IZ4IOGT/LTFHFg9PbLg4KJcp2s1f26B2/8eZzApf6l 6nYtvBwcGY8RhBWOe62pAA== 0000950123-05-007978.txt : 20050629 0000950123-05-007978.hdr.sgml : 20050629 20050629163422 ACCESSION NUMBER: 0000950123-05-007978 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIGROUP INC CENTRAL INDEX KEY: 0000831001 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 521568099 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09924 FILM NUMBER: 05925199 BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS GROUP INC DATE OF NAME CHANGE: 19950519 FORMER COMPANY: FORMER CONFORMED NAME: TRAVELERS INC DATE OF NAME CHANGE: 19940103 FORMER COMPANY: FORMER CONFORMED NAME: PRIMERICA CORP /NEW/ DATE OF NAME CHANGE: 19920703 11-K 1 y10365e11vk.txt FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission file number 1-9924 A. Full title of the plan and address of the plan, if different from that of the issuer named below: CITIGROUP 401(k) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CITIGROUP INC. 399 Park Avenue New York, New York 10043 CITIGROUP 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2004 and 2003 (With Report of Independent Registered Public Accounting Firm Thereon) CITIGROUP 401(k) PLAN Financial Statements and Supplemental Schedule December 31, 2004 and 2003 Table of Contents Report of Independent Registered Public Accounting Firm 1 Financial Statements: Statements of Net Assets Available for Plan Benefits as of December 31, 2004 and 2003 2 Statements of Changes in Net Assets Available for Plan Benefits for the Years Ended December 31, 2004 and 2003 3 Notes to Financial Statements 4 Supplemental Schedule*: Schedule H, Line 4i - Schedule of Assets (Held at End of Year) as of December 31, 2004 16
* Schedules required by Form 5500 which are not applicable have been omitted. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Plans Administration Committee of Citigroup Inc.: We have audited the accompanying statements of net assets available for plan benefits of Citigroup 401(k) Plan (the Plan) as of December 31, 2004 and 2003, 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 Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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's Administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of Citigroup 401(k) Plan as of December 31, 2004 and 2003, and changes in net assets available for plan benefits for the years then ended, in conformity with U.S. generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule H, line 4i - schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's Administrator. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements, taken as a whole. /s/ KPMG LLP New York, New York June 28, 2005 1 CITIGROUP 401(k) PLAN Statements of Net Assets Available for Plan Benefits December 31, 2004 and 2003
2004 2003 ------------------- ------------------ Assets: Investments $ 11,269,149,167 $ 10,778,411,023 ------------------- ------------------ Receivables: Interest, dividends and other 20,157,644 11,597,153 Employer contributions 69,083,778 65,047,565 Due from Lava Trading Inc. 401(k) Plan 4,018,337 - Due from Fidelity Leasing Inc. Retirement Savings Plan - 1,428,299 ------------------- ------------------ Total receivables 93,259,759 78,073,017 ------------------- ------------------ Total assets 11,362,408,926 10,856,484,040 ------------------- ------------------ Liabilities: Payable for investments purchased but not received - 9,886,250 Payable for trustee and administrative fees 1,958,156 2,127,960 ------------------- ------------------ Total liabilities 1,958,156 12,014,210 ------------------- ------------------ Net assets available for plan benefits $ 11,360,450,770 $ 10,844,469,830 =================== ==================
See accompanying notes to financial statements. 2 CITIGROUP 401(k) PLAN Statements of Changes in Net Assets Available for Plan Benefits Years Ended December 31, 2004 and 2003
2004 2003 --------------- ----------------- Additions to net assets attributed to: Investment income: Dividends $ 190,994,694 $ 133,619,657 Interest 100,952,595 105,031,974 Net appreciation in fair value of investments 389,079,376 2,131,674,772 --------------- ----------------- Net investment income 681,026,665 2,370,326,403 --------------- ----------------- Contributions: Participants 526,946,345 442,906,431 Employer 69,083,778 65,047,565 --------------- ----------------- Total contributions 596,030,123 507,953,996 --------------- ----------------- Total additions 1,277,056,788 2,878,280,399 --------------- ----------------- Deduction from net assets attributable to: Distributions to participants 775,559,473 692,185,930 Trustee and administrative expenses 7,987,877 7,856,955 --------------- ----------------- Total deductions 783,547,350 700,042,885 --------------- ----------------- Net increase before transfers 493,509,438 2,178,237,514 --------------- ----------------- Transfers in from other plans 22,921,530 232,216,680 Transfer out to other plan (450,028) (259,624) --------------- ----------------- Net increase 515,980,940 2,410,194,570 --------------- ----------------- Net assets available for plan benefits at: Beginning of year 10,844,469,830 8,434,275,260 --------------- ----------------- End of year $11,360,450,770 $ 10,844,469,830 =============== =================
See accompanying notes to financial statements. 3 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 (1) DESCRIPTION OF PLAN The following brief description of Citigroup 401(k) Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document for more complete information. GENERAL The Plan is a defined contribution plan designed to encourage savings on the part of eligible employees. The Plan covers the eligible employees of Citigroup Inc. (the Company) and its subsidiaries and affiliates. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Effective January 1, 2001, the Plan was designated as an Employee Stock Ownership Plan (ESOP) within the meaning of Section 4975(e)(7) of the Internal Revenue Code of 1986, as amended (Code). Effective March 1, 2003, the Plan consists of a component designated as an ESOP, and a non-ESOP component. The ESOP component consists of any amount invested in the Citigroup Common Stock Fund under the Plan, provided that this component also includes amounts invested in investment funds other than the Citigroup Common Stock Fund to the extent that these amounts are attributable to contributions and earnings thereon made to participant accounts for any Plan Year beginning on or after January 1, 2003. Effective March 1, 2003, former participants of the Geneva Group, Inc. (Geneva) ESOP may elect to receive any cash dividends paid from the portion of their Geneva ESOP account invested in the Citigroup Common Stock Fund under the Plan. In connection with the July 1, 2001 transfer of the Geneva ESOP into the Plan, $564,812 of previously restricted Geneva ESOP Assets were transferred into the Plan in January 2004. Effective December 31, 2004, the Lava Trading Inc. 401(k) Plan was merged with and into the Plan. On January 3, 2005, assets in the amount of $4,018,337 were transferred into the Plan. Effective December 9, 2004, in connection with the August 9, 2004 asset purchase agreement between Citigroup and Knight Trading Group (Knight), employees of the Knight Derivatives Market business unit acquired by Citigroup became eligible to participate in the Plan. Effective July 1, 2004, as a result of the 2001 acquisition of Grupo Financiero Banamex-Accival (Banamex) by Citigroup, the Banamex U.S.A. Bancorp 401(k) Plan and the Banamex U.S.A. Bancorp Money Purchase Pension Plan were merged with and into the Plan. On July 7, 2004, assets in the amount of $13,567,354 were wired into the Plan, and on July 19, 2004, $585,578 in participant loans were transferred into the Plan. 4 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 Effective June 1, 2004, as a result of the December 22, 2003 Citigroup acquisition of the Forum Financial Group, LLC (Forum), the Forum Financial Group Savings Plan was merged into the Plan. On June 2, 2004, assets in the amount of $4,144,935 were transferred into the Plan, and on August 4, 2004, loans in the amount of $40,514 were transferred into the Plan. Effective January 1, 2004, former Forum employees whose employment transferred to the Company became eligible to participate in the Plan. On January 9, 2004 Citigroup acquired Washington Mutual Finance Corporation (WaMu) from Washington Mutual, Inc. In connection with this purchase, transferred employees who were actively participating in the tax-qualified 401(k) Plan maintained by Washington Mutual Inc. were eligible to participate in the Plan as of March 1, 2004. On November 3, 2003, the purchase, sale, and servicing agreement between Sears, Roebuck and Co., Sears Financial Holding Corporation, Sears National Bank, Sears Roebuck De Puerto Rico, Inc., Sears Life Holding Corp., SRFG, Inc. Sears Intellectual Property Management Company, and certain other subsidiaries of Sears (Sears) and Citigroup was consummated, in which the credit card business of Sears was purchased by Citigroup. Effective January 1, 2004, as a result of this purchase agreement, employees of Sears who previously participated in the Sears 401(k) Plan, whose employment transferred to Citigroup, became eligible to participate in the Plan. Effective December 31, 2003, the Fidelity Leasing Inc. Retirement Savings Plan (Fidelity) merged with and into the Citigroup 401(k) Plan. In January 2004, assets in the amount of $1,428,299 were transferred into the Plan. On November 6, 2002, the Company acquired California Federal Bank (Calfed) in connection with its acquisition of Golden State Bancorp and its subsidiaries. Effective November 13, 2002, Calfed was merged with and into Citibank (West), FSB, and the Company became the successor sponsor of California Federal Employees' Investment Plan (Calfed Plan). As a result of the merger, beginning on January 1, 2003, employees of Calfed became eligible to participate in the Plan, and on February 3, 2003, $230,788,381 of net assets were transferred from the Calfed Plan into the Plan. In 2002, certain account balances totaling $4,079,276 of European American Bank Profit Sharing and Savings Plan and Trust and Copelco Capital were transferred into the Plan. In 2003 account balances totaling $259,624 were transferred back to the ABN AMRO Group Profit Sharing and Savings Plan and Trust. In 2004 account balances for sixteen participants totaling $450,028 were transferred back to the ABN AMRO Group Profit Sharing and Savings Plan and Trust. 5 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 EMPLOYEE CONTRIBUTIONS Eligible employees generally include employees performing services for the Company and participating subsidiaries, as defined in the Plan document. Eligible employees may elect to have a portion of their regular pay, which includes overtime, commissions and shift differential pay, and their periodic incentive bonuses, reduced each pay period, in any 1% increment, by an amount up to 50% of their eligible pay (subject to a statutory limitation of $13,000 for 2004 and $12,000 for 2003) as pre-tax contributions. Effective January 1, 2002, Catch-up contributions are also permitted for participants who have attained age 50 in accordance with section 414(v) of the Code by an amount up to 49% of their eligible pay up to $3,000 in 2004, and $2,000 in 2003, bringing those participants' statutory limitation to $16,000 for 2004 and $14,000 for 2003. EMPLOYER CONTRIBUTIONS If a participant with qualifying compensation of $100,000 or less has been employed for a minimum period (generally one year for full-time employees), the participant will be eligible for Company Matching Contributions. Participants must contribute to receive Company Matching Contributions. The maximum Company Matching Contributions are the lesser of $1,500 or 3% of eligible pay, as shown on the following chart: MATCHING CONTRIBUTIONS
For each $1 contributed by the If qualifying compensation for the participant, the Company will prior year is: contribute: To a maximum of: - ---------------------------------- ------------------------------ ------------------- $0 to $50,000 $3 The lesser of 3% of $50,000.01 - $ 75,000 $2 eligible pay or $75,000.01 - $100,000 $1 $1,500 annually Greater than $100,000 No matching contribution will be made.
PARTICIPANT ACCOUNTS FUND TRANSFERS AND ALLOCATION CONTRIBUTIONS Participants may elect to divide their contributions among the investment fund options in whole increments of 1%. The Company Matching Contributions made to the participants' accounts must stay in the Citigroup Common Stock Fund for five Plan years, unless the participant has attained age 55. 6 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 A participant may elect to suspend his or her contributions, as soon as administratively practicable, subject to the Plan's notice requirements. Such a participant may thereafter resume contributions as of the first pay period after completing an election, subject to the Plan's notice requirements. In addition, a participant may change the rate of his or her contributions as of the first pay period after making such an election subject to the Plan's notice requirements. A participant may elect to change the allocation of future contributions among the funds daily. A participant may elect to transfer the value of his or her contributions in whole increments of 1% to another investment fund or funds, subject to certain restrictions. ROLLOVER AND TRANSFER CONTRIBUTIONS The Plan permits participants to have their interests in other qualified plans rolled over to the Plan or to make rollover contributions into the Plan from a conduit individual retirement account which holds amounts attributable solely to a rollover from another qualified plan. Such transfers or rollovers to the Plan may only be made with the approval of the Plan Administrator and do not affect any other contributions made by or on behalf of a participant. INVESTMENT OPTIONS Plan assets are held in a Trust Fund established under the Plan and are invested in one or more of the funds available for investment. Effective October 25, 2004, a fifteen-day hold applies to the Plan's investment funds so that participants can not transfer money into and out of the same fund within 15 calendar days. This transfer restriction applies to all funds except for the Stable Value Fund which has its own set of restrictions prohibiting transfers into any competing funds, and the Citi Institutional Liquid Reserves Fund. Effective April 21, 2003, four new funds were added to the Plan as part of its investment options. Consequently, funds with duplicate objectives were eliminated from the Plan. The four funds that were added to the Plan are: - Citi Institutional Liquid Reserves Fund - Smith Barney Fundamental Value Fund - Smith Barney Small Cap Value Fund - Wasatch Small Cap Growth Fund The ten funds that were eliminated were: - Smith Barney Money Funds Cash Portfolio Fund - Smith Barney Diversified Strategic Income Fund - Smith Barney Large Cap Value Fund 7 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 - Smith Barney International All Cap Growth Fund - Van Kampen American Capital Emerging Growth Fund - Van Kampen American Capital Enterprise Fund - Van Kampen American Capital Comstock Fund - Van Kampen American Capital Government Securities Fund - Salomon Brothers Institutional Money Market Fund - American Express Common Stock Fund Effective August 22, 2002, in connection with the Travelers Property Casualty Corp. (TPC) spin off, two stock funds, TAP A Stock Fund and Tap B Stock Fund were added as investment options to the Plan. Participants were permitted to transfer funds from TAP Stock Funds to the Citigroup Common Stock Fund. Participants were also permitted to transfer funds from the TAP funds to other funds. However, participants were not allowed to transfer amounts into either, TAP A Stock Fund or TAP B Stock Fund from any other investment options. Effective August 22, 2003, TAP A Stock Fund and TAP B Stock Fund were eliminated. The State Street Common Stock Fund is a closed fund. Participants may transfer money from this fund to other investment funds under the Plan, but no additional money may be transferred to the State Street Common Stock Fund. VESTING The rights of a participant to his or her own pre-tax contributions and any earnings thereon are at all times fully vested and non-forfeitable. A participant becomes vested in his or her Company Matching Contribution: - Upon completion of three years of service. Once three years of service have been attained, any employer contributions made on a participant's behalf will be immediately vested; - If a participant reaches age 55, dies or becomes disabled while in service; - In the case of a full or partial termination of the Plan or complete discontinuance of contributions under the Plan. Once a participant is vested in his or her employer contributions, those contributions will be available for distribution or rollover once he or she leaves the Company. An exception to the three-year vesting schedule is for former participants of the Associates Savings and Profit Sharing Plan, where participants as of December 31, 2000, or Zales employees as of March 8, 2001, are fully vested over a five-year period at the rate of 20% per year of service. For the years ended December 31, 2004 and 2003, gross employer contributions of $70.0 million and $65.4 million, were reduced by forfeitures of $0.9 million and $0.4 million, respectively, 8 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 resulting in net employer contributions of $69.1 million and $65.0 million, respectively. For the years ended December 31, 2004 and 2003 unallocated forfeitures were $582,103 and $365,466, respectively. PARTICIPANT LOANS Subject to the Plan's provisions and the requirements contained within ERISA and the Code, participants may apply for up to two loans from the Plan at an annual interest rate equal to the prime rate, as published in The Wall Street Journal for the first business day of the month in which the loan application is initiated, plus 1%. Loans may be made for a minimum amount of $1,000, the maximum of which would be the lesser of 50% of the participant's vested account balance, or $50,000, less the highest outstanding loan balance in the last twelve months. Loan repayments by participants who are employed by the Company are generally made through after-tax payroll deductions. Loan terms range from 1 to 5 years for general-purpose loans or up to 20 years for the purchase of a primary residence. WITHDRAWALS Prior to termination of employment, a participant may withdraw, subject to the Plan's notice requirements, all or a portion of the value of his or her rollover contributions account, all or a portion of the vested value of his or her employer contribution if the participant has attained age 59-1/2 or becomes totally and permanently disabled, or a portion of the value of his or her contributions account in the event of demonstrated financial hardship, subject to the Plan's provisions. Withdrawals to which a participant is entitled are the amounts that can be provided by the contributions and income thereon (including net realized and unrealized investment gains and losses) allocated to each participant's account. Withdrawals from the Citigroup Common Stock Fund, the State Street Common Stock Fund, and the American Express Common Stock Fund (which was eliminated from the Plan in April 2003) may be paid in either shares of common stock or cash at the discretion of the participant, with the exception of a hardship withdrawal, which must be paid in cash. Fractional shares and withdrawals from other funds are paid in cash. DISTRIBUTIONS A participant, after leaving the Company, can have the total of his or her account distributed in accordance with Plan terms. If the value of a participant's account exceeds $5,000, he or she can leave his or her money in the Plan, or the participant may request a distribution at any time in the form of a lump-sum payment or installments. However, if the participant has terminated employment, minimum distributions must commence no later than April 1 of the calendar year following the calendar year in which the participant attains age 70-1/2, or, if the participant is still employed at age 70-1/2, minimum distributions must commence when the participant retires. If the value of participant's account is not more than $5,000, the Plan will distribute the participant's account upon termination of employment. 9 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 Distributions to which a participant is entitled are the amounts that can be provided by the contributions and income thereon (including net realized, and unrealized investment gains and losses) allocated to each participant's account. Distributions from the Citigroup Common Stock Fund, the State Street Common Stock Fund, and the American Express Common Stock Fund (which was eliminated from the Plan in April 2003) may be paid in either shares of common stock or cash at the discretion of the participant. Fractional shares and distributions from other funds are paid in cash. (2) SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING The financial statements of the Plan have been prepared under the accrual method of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect the reported amounts of assets and liabilities, changes therein, and disclosure of contingent assets and liabilities at the date the financial statements are prepared. Actual results could differ from those estimates and assumptions. INVESTMENT VALUATION AND INCOME RECOGNITION 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. The shares of common stock held by the Citigroup Common Stock Fund and the State Street Common Stock Fund are reported at the last reported sale price on The New York Stock Exchange for the last business day of the year. The shares of the mutual and commingled funds are valued at the net asset value per share as reported by the sponsor of the fund. Funds are valued on a daily basis. U.S. Government and Agency Obligations are valued based upon bid quotations for identical or similar obligations. The Universal Life Insurance Contract is carried at contract value, which approximates fair value as reported to the Plan by TransAmerica Assurance Company. Participant loans and short-term money market investments are valued at cost, which approximates fair market value. Since they are benefit responsive, Guaranteed Investment Contracts are valued at contract value, which approximates fair market value. 10 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 Purchases and sales of securities are recorded on a trade date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. PAYMENT OF BENEFITS Benefits are recorded when paid. (3) INVESTMENTS A summary of the Plan's investments as of December 31, 2004 and 2003 is listed below. Investments that represent more than 5% of the Plan's net assets are separately identified:
2004 2003 ----------------- ------------------ Investments at Fair Value as Determined by Quoted Market Price: Citigroup Common Stock $ 4,244,035,720 $ 4,390,868,019 Other Common Stock 10,165,040 11,409,218 U.S. Government and Agency Obligations 140,131,422 138,531,479 Corporate Bonds 108,859,634 130,667,508 Foreign Bonds 12,850,577 7,621,859 Smith Barney Aggressive Growth Fund 703,325,834 633,859,215 Delaware Bankers Trust Index 500 Fund 881,211,138 784,669,765 Other Mutual and Commingled Funds 3,314,287,301 2,833,580,956 ----------------- ------------------ 9,414,866,666 8,931,208,019 ----------------- ------------------ Investments at Contract Value: Short Term Investment Funds 53,031,076 82,980,565 Guaranteed Investment Contracts 1,578,585,897 1,550,231,820 Other Insurance Contracts 112,619 99,804 ----------------- ------------------ 1,631,729,592 1,633,312,189 ----------------- ------------------ Participant Loans, at Cost 222,552,909 213,890,815 ----------------- ------------------ Total Investments $ 11,269,149,167 $ 10,778,411,023 ================= ==================
As of December 31, 2004, and 2003, included in investments are Guaranteed Insurance Contracts (GICs) related to Qualified Voluntary Employee Contributions (QVEC) that were discontinued in 1987 as a type of employee contribution. These contracts are frozen to new contributions and participants. At December 31, 2004 and 2003, the Plan held $34.1 million and $35.8 million in QVEC related GICs, respectively. In connection with acquisitions made by the Company or a predecessor company, the Plan's investments as of December 31, 2004 and 2003 also include $10.2 million and $11.4 million, respectively, of State Street Common Stock, a closed fund. 11 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 During the years ended December 31, 2004 and 2003, the Plan's investments (investments bought and sold during the year) appreciated in value by $389.1 million in 2004 and $2,131.7 million in 2003, as follows:
2004 2003 ----------------- ------------------ Common stock $ (42,479,741) $ 1,172,375,215 Mutual and commingled funds 429,147,936 953,925,636 Bonds 2,411,181 5,373,921 ----------------- ------------------ $ 389,079,376 $ 2,131,674,772 ================= ==================
(4) NON - PARTICIPANT DIRECTED INVESTMENTS Employer Contributions paid to the Plan on behalf of a participant must stay in the Citigroup Common Stock Fund for five plan years. After five plan years, the restriction on the contribution made five years previously lapses, and that portion of contributions and of earnings can be transferred to any of the available investment options. This five-year restriction also lapses when the participant reaches age 55. Once a participant is vested in his or her contributions, the funds are non-forfeitable and will become available for distribution or withdrawal in accordance with the terms of the Plan. Information about the net assets and significant components of the changes in net assets relating to non-participant directed investment is as follows:
YEAR ENDED DECEMBER 31, ------------------------------------ 2004 2003 ----------------- ---------------- Net Assets: Common Stock $ 601,225,682 $ 604,749,292 Employer Contributions Receivable 69,083,778 65,047,565 ----------------- ---------------- Total $ 670,309,460 $ 669,796,857 Changes in Net Assets: Employer Contributions, net of Forfeitures $ 69,083,778 $ 65,047,565 Net Appreciation in Fair Value of Investments $ (7,528,541) $ 172,692,653 Dividend Income $ 9,606,172 $ 8,065,408 Transfer Out to Other Plan $ - $ - Transfer to Unrestricted Investments $ (30,592,097) $ (26,572,733) Benefits Paid $ (40,056,709) $ (32,075,996)
(5) INVESTMENT CONTRACTS WITH INSURANCE COMPANY Included in the stable value fund are benefit-responsive investment contracts. These funds are credited with earnings on the underlying investments and charged for participant withdrawals and 12 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 administrative expenses. The contracts are included in the financial statements at contract value as reported to the Plan by Dwight Management Company, and State Street Bank, the custodian. Contract value represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuers or otherwise. The crediting rates for Guaranteed Investment Contracts (GICs) as of December 31, 2004 and December 31, 2003, ranged from 2.68% to 7.35% and from 3.01% to 7.35% respectively. The crediting interest rate is based on a formula agreed upon with the issuers. At December 31, 2004, the fair market value of GICs amounted to $1,603.2 million. (6) RISK AND UNCERTAINTIES The Plan invests in a variety of investment securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonable to expect that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances and the net assets available for plan benefits. The Plan's exposure to a concentration of credit risk is limited by the diversification of investments across twenty-two participant-directed fund elections and one election that is closed to new contributions. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of the Citigroup Common Stock Fund, and State Street Common Stock Fund, which primarily invest in the securities of a single issuer. (7) RELATED PARTY TRANSACTIONS (PARTIES-IN-INTEREST) Certain Plan investments are shares of common stock issued by the Company. The Company is the Plan Sponsor as defined by the Plan. Certain Plan investments are shares of registered investment companies (mutual funds and stock funds) that are valued by Mutual Management Corporation, a subsidiary of Citigroup Global Markets Holdings Inc., and Salomon Brothers Asset Management Inc. Both are subsidiaries of the Company. Certain Plan investments are shares of commingled trust funds managed by State Street Bank and Trust (State Street), and common stock issued by State Street. State Street is the custodian of the Plan's assets. At December 31, 2004, Citibank, N.A. was Trustee for the Plan's related trust. Citibank, N.A., is an indirect wholly owned subsidiary of the Company. 13 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 Travelers Life and Annuity Company provides investment contracts for the Plan. Travelers Life and Annuity Company is a wholly owned indirect subsidiary of the Company. The Company and State Street Corporation created CitiStreet, a joint venture, whereby CitiStreet provides administrative, outsourcing, investment management and investment advisory services to the employee benefit plans of corporate, governmental and other organizations. CitiStreet manages the administration and recordkeeping for the Plan. (8) TAX STATUS The Internal Revenue Service has determined and informed the Plan by a letter dated June 5, 2002, that the Plan and related trust are designed in accordance with applicable sections of the Code and that therefore, the Plan qualifies as tax-exempt under Section 401(a) of the Code. Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan's legal counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes is included in the Plan's financial statements. (9) PLAN TERMINATION Although it has not expressed any intention to do so, the Company has the right under the Plan to amend or discontinue its contributions at any time and to amend or terminate the Plan subject to the provisions of ERISA. In the event of plan termination, either full or partial, all amounts credited to the participants' accounts shall become 100% vested; and therefore, will not be subject to forfeiture. (10) SUBSEQUENT EVENTS Effective June 1, 2005, the Plan account balances of participants who, during their employment by the Company and its affiliates, performed services in the Commonwealth of Puerto Rico, will be transferred to the Citibuilder 401(k) Plan for Puerto Rico. Effective April 22, 2005, in connection with the August 24, 2004 purchase of First American Bank (FAB), the Citibank Texas, National Association 401(k) Profit Sharing Plan was merged with and into the Plan. Also effective April 22, 2005, in connection with the FAB purchase, the frozen Security Bank, N.A. Profit Sharing Plan was merged with and into the Plan. Effective March 28, 2005, the rules governing mandatory distributions from the Plan were changed in order to comply with a provision originally in the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). Under the new rules, plan balances valued between $1,000 and $4,999.99 will be automatically rolled over to a Citibank IRA for participants who terminate employment, unless they elect otherwise within ninety days. However, distributions for participants who are age 65 or older, and have an account balance of $5,000 or less are not eligible for an automatic rollover. 14 CITIGROUP 401(k) PLAN Notes to Financial Statements December 31, 2004 and 2003 Participants with accounts valued at less than $1,000 who receive a lump-sum distribution will also be ineligible for an automatic rollover. Effective March 1, 2005, as a result of the 2001 acquisition of Grupo Financiero Banamex-Accival (Banamex) by Citigroup, the Banco Nacional De Mexico 401(k) Savings Plan was merged into the Plan. Effective February 1, 2005, unless they elect otherwise, employees who were hired on or after this date are automatically enrolled in the Plan 90 days from the date they met the participation requirements under the Plan. In the case of a new employee who is automatically enrolled, three percent of the employee's eligible pay is deducted each pay period and deposited into the Citi Institutional Liquid Reserve Fund. If an employee does not wish to contribute to the Plan, he or she will need to opt out within 90 days. On February 1, 2005, Citigroup initiated the Financial Education Program free of charge to benefits-eligible employees. Ernst & Young LLP, a provider of financial education, is the manager of the program. The program features a toll-free telephone number staffed by financial counselors from Ernst & Young, and a secure Web-based tool where employees can obtain asset allocation assistance for their 401(k) plan investments based on their individual risk profile, retirement horizon and other factors. On January 31, 2005 Citigroup announced an agreement for the sale of Citigroup's Travelers Life and Annuity (TLA) and, to a large extent, all of Citigroup's international insurance business to Metropolitan Life, Inc. (MetLife) for $11.5 billion, subject to closing adjustments. TLA employees will be able to retain their account balances in the Plan, and will be eligible for a partial match at the end of Plan Year 2005. The transaction is expected to close during the third quarter of 2005. 15 CITIGROUP 401(k) PLAN Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004
MATURITY NUMBER OF VALUE IDENTITY OF ISSUE RATE DATE SHARES/UNIT COST AT 12/31/04 - --------------------------------------------- ------ ---------- ----------- --------------- --------------- CASH AND CASH EQUIVALENTS *State Street Bank Short Term Investment Fund 2.152% 53,031,076 $ 53,031,076 $ 53,031,076 --------------- --------------- COMMON STOCK *Citigroup Inc. 88,087,084 1,636,848,455 4,244,035,720 *State Street Corporation 206,943 3,717,834 10,165,040 --------------- --------------- 1,640,566,289 4,254,200,760 --------------- --------------- U.S. GOVERNMENT AND AGENCY OBLIGATIONS Federal Home Loan PC Pool E89746 6.000% 5/1/2017 1,399,525 1,465,565 1,465,951 Federal Home Loan Mortgage Corporation 6.875% 1/15/2005 6,494,156 7,067,393 6,502,592 Federal Home Loan Mortgage Corporation 5.500% 7/15/2006 16,784,896 18,312,678 17,369,951 Federal Home Loan Mortgage Corporation 6.000% 6/15/2011 5,545,010 6,258,693 6,112,537 Federal Home Loan Mortgage Corporation 5.750% 4/15/2008 5,045,460 5,580,842 5,387,789 Federal National Mortgage Association 6.375% 6/15/2009 1,298,831 1,373,230 1,432,991 Federal National Mortgage Association 6.000% 5/15/2008 7,623,140 8,404,214 8,202,812 Federal National Mortgage Association 5.250% 4/15/2007 5,295,235 5,728,677 5,517,296 Federal National Mortgage Association 3.125% 7/15/2006 6,394,246 6,412,061 6,391,964 Federal National Mortgage Association 6.500% 12/1/2012 109,317 110,000 116,026 Federal National Mortgage Association 4.500% 1/1/2019 7,515,926 7,341,533 7,508,924 Federal National Mortgage Association 6.500% 11/1/2012 28,311 28,488 30,049 Federal National Mortgage Association 6.500% 11/1/2012 60,739 61,118 64,466 Federal National Mortgage Association 6.500% 8/1/2012 4,600 4,635 4,884 United States Treasury Bills 1.905% 3/17/2005 599,809 596,534 597,264 United States Treasury Notes 6.500% 2/15/2010 5,854,732 6,763,766 6,628,423 United States Treasury Notes 5.625% 2/15/2006 2,143,072 2,343,591 2,209,374 United States Treasury Notes 6.625% 5/15/2007 4,555,900 5,061,985 4,914,855 United States Treasury Notes 6.125% 8/15/2007 609,452 669,515 654,065 United States Treasury Notes 5.625% 5/15/2008 2,198,022 2,455,261 2,357,550 United States Treasury Notes 6.500% 10/15/2006 7,018,684 7,933,038 7,439,258 United States Treasury Notes 4.250% 8/15/2014 5,594,965 5,570,674 5,607,425 United States Treasury Notes 5.000% 8/15/2011 3,147,168 3,384,799 3,350,381 United States Treasury Notes 4.625% 5/15/2006 8,192,628 8,804,498 8,381,444 United States Treasury Notes 5.750% 11/15/2005 6,743,932 7,400,995 6,916,745 United States Treasury Notes 4.250% 8/15/2013 23,044,264 23,078,908 23,226,106 United States Treasury Notes 3.250% 8/15/2008 1,748,427 1,760,051 1,740,300 --------------- --------------- 143,972,743 140,131,422 --------------- --------------- CORPORATE BONDS American General Financial Corporation 5.375% 9/1/2009 359,676 381,243 377,237 AT& T Wireless Services Inc. 7.500% 5/1/2007 654,411 731,062 710,795 Atlantic Richfield Company 5.900% 4/15/2009 1,868,319 1,837,436 2,014,782 Bank American Corporation 7.400% 1/15/2011 1,498,651 1,748,671 1,736,005 Bank of America 7.125% 9/15/2006 1,858,328 2,013,952 1,971,738 Bank One N.A. Chicago II. 5.500% 3/26/2007 974,123 1,078,842 1,014,935 Bank One Issuance 3.940% 4/16/2012 1,398,741 1,398,340 1,397,943 Bayerische Landesbank 5.875% 12/1/2008 1,598,562 1,561,595 1,711,426 Bellsouth Corporation 5.000% 10/15/2006 249,775 250,170 256,809 Bellsouth Corporation 4.200% 9/15/2009 1,398,741 1,400,867 1,402,395 Boeing Capital Corporation 6.100% 3/1/2011 384,654 374,888 419,565 Bristol Myers Squibb Company 4.750% 10/1/2006 199,820 199,327 204,321 Capital One Bank Medium Term SR. 6.500% 6/13/2013 1,548,607 1,639,397 1,692,145 Capital One Master Trust 4.900% 3/15/2010 949,146 948,747 979,758 Capital One Multi Asset Executive 3.650% 7/15/2011 699,371 698,087 695,901 Centex Corporation 5.700% 5/15/2014 699,371 698,406 724,447 Chase Manhattank Bank First Union 7.439% 8/15/2031 1,498,651 1,760,096 1,695,041 CIT Group Inc. 7.375% 4/2/2007 924,168 954,629 997,873 Comcast Cable Communications Inc. 6.875% 6/15/2009 1,898,292 2,019,167 2,108,898 Comcast Cable Communications Inc. 6.750% 1/30/2011 339,694 380,787 381,471 Conagra Goods Inc. 6.000% 9/15/2006 1,918,274 1,910,716 1,997,307 Conoco Fdg. Company 5.450% 10/15/2006 599,461 659,449 620,835
16 CITIGROUP 401(k) PLAN Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004
MATURITY NUMBER OF VALUE IDENTITY OF ISSUE RATE DATE SHARES/UNIT COST AT 12/31/04 - ---------------------------------------- ------ ---------- ----------- --------- ----------- Countrywide Fdg. Corporation 3.250% 5/21/2008 699,371 698,762 683,864 COX Communications Inc. 4.625% 1/15/2010 959,137 958,830 956,925 Credit Suisse First Boston USA 6.125% 11/15/2011 574,483 568,715 626,459 CSX Corporation 6.250% 10/15/2008 219,802 219,224 236,986 CSX Corporation 6.750% 3/15/2011 1,238,885 1,355,615 1,386,669 CWABS Incorporation 1.000% 12/25/2034 1,398,741 1,398,741 1,398,741 Daimler Chrysler North America 4.050% 6/4/2008 1,498,651 1,487,891 1,495,558 Duke Energy Field Services LLC 7.500% 8/16/2005 2,897,393 3,177,274 2,973,945 ERAC USA Financial Company 8.000% 1/15/2011 999,101 1,025,011 1,176,127 FEDEX Corporation 6.875% 2/15/2006 1,498,651 1,519,386 1,552,183 Fleet Credit Card Master 2.400% 7/15/2008 1,998,202 1,997,704 1,983,565 Ford Motor Car Company 7.375% 10/28/2009 1,983,215 2,033,892 2,139,231 Ford Motor Car Company 6.875% 2/1/2006 799,281 784,846 823,419 Ford Motor Car Company 7.375% 2/1/2011 249,775 244,053 269,196 General Electric CAP Corporation 8.850% 4/1/2005 1,273,854 1,422,805 1,291,800 General Electric CAP Corporation 6.500% 12/10/2007 1,498,651 1,705,480 1,614,899 General Electric CAP Corporation 5.875% 2/15/2012 1,698,472 1,813,560 1,837,775 General Electric CAP Corporation 3.500% 5/1/2008 999,101 998,102 991,656 General Mills Inc. 5.125% 2/15/2007 949,146 988,205 974,504 General Motors Acceptance Corporation 7.750% 1/19/2010 249,775 266,253 268,088 General Motors Acceptance Corporation 6.750% 1/15/2006 1,498,651 1,536,944 1,537,437 General Motors Acceptance Corporation 6.875% 9/15/2011 999,101 1,014,717 1,023,872 Goldman Sachs Group Inc. 6.875% 1/15/2011 769,308 766,746 867,916 Goldman Sachs Group Inc. 4.750% 7/15/2013 814,267 818,180 805,746 Household Financial Corporation 6.500% 1/24/2006 299,730 298,130 309,852 Household Financial Corporation 4.750% 5/15/2009 3,297,033 3,402,772 3,380,864 International Paper Company 5.375% 2/1/2009 399,640 377,604 422,846 International Paper Company 6.750% 9/1/2011 1,398,741 1,493,968 1,568,175 International Paper Company 5.500% 1/15/2014 399,640 411,869 412,833 J P Morgan Chase 6.750% 2/1/2011 2,497,752 2,869,018 2,805,993 Kellogg Company 6.000% 4/1/2006 949,146 934,633 978,589 Kraft Foods Inc. 4.000% 10/1/2008 599,461 596,895 599,937 Lehman Brothers Holdings Inc. 3.500% 8/7/2008 1,348,786 1,342,865 1,332,814 Master Asset Securitization 4.500% 9/25/2018 1,945,855 1,927,613 1,927,006 MBNA Corporation 6.125% 3/1/2013 249,775 249,605 267,691 Merrill Lynch & Company Inc. 6.000% 2/17/2009 199,820 218,206 214,462 Merrill Lynch & Company Inc. 3.000% 4/30/2007 774,303 759,638 765,173 Morgan Stanley Group, Inc. 6.700% 11/1/2007 399,640 428,071 431,987 Morgan Stanley Group, Inc. 5.800% 4/1/2007 2,947,348 3,172,340 3,089,920 Morgan Stanley Group, Inc. 5.300% 3/1/2013 1,099,011 1,094,868 1,131,680 National Rural Utilities Coop. Financial 7.250% 3/1/2012 454,591 493,703 524,691 New American Holdings Inc. 9.250% 2/1/2013 954,141 1,219,393 1,229,621 Nomura Asset Securities Corporation 6.280% 3/15/2030 696,217 706,211 721,223 Ohio Power Company 5.500% 2/15/2013 2,203,018 2,261,490 2,304,445 Pacific Gas & Electric Company 4.800% 3/1/2014 1,998,202 1,937,676 1,991,200 PEMEX Financial Ltd. 7.330% 5/15/2012 1,498,651 1,545,301 1,706,080 Pillips Pete Company 8.750% 5/25/2010 2,617,645 3,126,800 3,194,503 Royal KPN NV. 8.000% 10/1/2010 1,198,921 1,413,423 1,415,133 SBC Communications, Inc. 5.100% 9/15/2014 1,798,382 1,799,731 1,815,096 Simon Property Group LP 7.750% 1/20/2011 1,598,562 1,865,634 1,867,269 Sprint Cap Corporation 7.625% 1/30/2011 274,753 293,460 318,999 Spring Cap Corporation 8.375% 3/15/2012 349,685 389,228 425,966 Structured ADJ Rate Mtg. 5.068% 9/25/2034 1,201,908 1,233,834 1,215,829 Time Warner Inc. 6.875% 5/1/2012 1,223,899 1,364,854 1,393,844 Toyota Motor Corporation 5.500% 12/15/2008 1,698,472 1,609,831 1,799,186 TXU Energy Company LLC 7.000% 3/15/2013 1,198,921 1,339,195 1,339,016 Unilever Capital 7.125% 11/1/2010 399,640 436,055 459,675 Valero Energy Corporation 6.875% 4/15/2012 1,798,382 2,019,906 2,039,804 Verizon Global Corporation 7.250% 12/1/2010 1,798,382 1,947,815 2,060,383 Verizon Global Corporation 7.375% 9/1/2012 999,101 1,150,245 1,175,728 Wachovia Corporation 6.250% 8/4/2008 1,698,472 1,893,266 1,830,993 Washington Mutual Bank 6.875% 6/15/2011 1,049,056 1,084,703 1,180,555 Wells Fargo & Company 5.125% 9/1/2012 1,498,651 1,561,398 1,549,785
17 CITIGROUP 401(k) PLAN Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004
MATURITY NUMBER OF VALUE IDENTITY OF ISSUE RATE DATE SHARES/UNIT COST AT 12/31/04 - ------------------------------------------------ ------ ---------- ----------- ------------- ------------- Weyerhaeuser Company 6.125% 3/15/2007 319,712 343,991 336,638 XTO Energy Inc. 4.900% 2/1/2014 1,298,831 1,237,260 1,295,962 ------------- ------------- 107,299,309 108,859,634 ------------- ------------- FOREIGN BONDS British Columbia Province, Canada 5.375% 10/29/2008 1,578,580 1,511,774 1,669,671 Deutsche Telekom International 8.000% 6/15/2010 2,427,815 2,859,569 2,892,434 France Telecom 7.750% 3/1/2011 399,640 479,291 476,732 International American Development Bank 5.750% 2/26/2008 1,338,795 1,327,643 1,428,634 Italy Rep. 5.625% 6/15/2012 949,146 948,130 1,024,312 National Australia Bank Ltd. 8.600% 5/19/2010 1,578,580 1,766,573 1,874,888 South Africa Rep. 6.500% 6/2/2014 699,371 698,322 765,811 Telecomitalia Cap. 5.250% 11/15/2013 599,461 609,302 605,896 United Mexican States 8.375% 1/14/2011 1,798,382 1,996,315 2,112,199 ------------- ------------- 12,196,919 12,850,577 ------------- ------------- MUTUAL FUNDS AND COMMINGLED FUNDS CONSERVATIVE FOCUS FUND *Russell 2000 Index Securities Lending 38,156 585,469 790,777 *Passive Bond Market Index Securities Lending 902,466 13,611,634 14,532,415 *S&P 500 Flagship Fund Series A 26,905 4,913,217 5,951,037 *Daily Emerging Markets Index Fund 67,186 597,930 805,086 *Daily EAFE Securities Lending Series T 163,033 1,705,787 2,405,219 MODERATE FOCUS FUND *Russell 2000 Index Securities Lending 552,813 8,137,384 11,457,047 *Passive Bond Market Index Securities Lending 4,358,828 60,477,208 70,190,204 *S&P 500 Flagship Fund Series A 389,970 74,377,043 86,255,185 *Daily Emerging Markets Index Fund 973,355 8,097,367 11,663,711 *Daily EAFE Securities Lending Series T 2,362,284 20,557,841 34,850,770 AGGRESSIVE FOCUS FUND *Russell 2000 Index Securities Lending 238,866 3,570,733 4,950,503 *Passive Bond Market Index Securities Lending 630,622 9,202,332 10,154,898 *S&P 500 Flagship Fund Series A 168,780 31,585,297 37,331,364 *Daily Emerging Markets Index Fund 420,363 3,597,199 5,037,210 *Daily EAFE Securities Lending Series T 1,025,618 9,596,122 15,130,935 OTHER FUNDS *Citifunds Institutional Liquid Reserve Fund 455,040,792 455,040,792 455,040,792 *Delaware Bankers Trust Index 500 Fund 79,262,713 792,142,880 881,211,138 DFA International Value Portfolio IV 16,691,048 168,947,737 221,824,028 Emerging Markets Portfolio II 1,822,934 18,342,491 24,846,586 Euro Pacific Growth Fund 8,306,913 218,400,004 295,975,306 *Russell 2000 Index Series Lending Fund 17,139,406 264,125,509 355,214,199 *Salomon Brothers CAP Fund Inc. 7,227,689 185,215,055 223,913,807 *Salomon Brothers High Yield Bond Fund 11,237,617 87,921,339 96,531,133 *Salomon Brothers Investor Fund 11,349,643 185,360,046 232,894,679 *Smith Barney Aggressive Growth 7,139,639 506,345,497 703,325,834 *Smith Barney Appreciation Fund Inc. 26,872,108 317,026,950 393,138,939 *Smith Barney Fundamental Value 3,750,624 49,052,331 57,797,115 *Smith Barney Government Securities Fund 9,736,336 97,671,054 96,195,000 *Smith Barney Large Cap Growth Fund 14,011,364 242,587,366 314,835,348 *Smith Barney Small Cap Value Fund 2,811,298 58,150,294 64,744,203 Templeton Developing Markets Trust 6,922,098 102,877,878 128,197,252 Wasatch Advisors Small Cap Growth Fund 1,055,057 36,011,387 41,632,553 ------------- ------------- 4,035,831,174 4,898,824,273 ------------- ------------- GUARANTEED INVESTMENT CONTRACTS AUSA Life Insurance Contract SV040244Q 4.910% 7/1/2006 15,892,779 15,892,779 15,892,779 Mass Mutual Life Insurance Contract 35094 3.010% 6/30/2008 26,858,280 26,858,280 26,858,280 Mass Mutual Life Insurance Contract 35101 3.900% 6/20/2009 22,954,714 22,954,714 22,954,714 MetLife Insurance Contract 28978 2.680% 4/30/2006 6,096,142 6,096,142 6,096,142 MetLife Insurance Contract 28710 3.350% 6/30/2006 40,256,071 40,256,071 40,256,071
18 CITIGROUP 401(k) PLAN Supplemental Schedule Schedule H, Line 4i - Schedule of Assets (Held at End of Year) December 31, 2004
MATURITY NUMBER OF VALUE IDENTITY OF ISSUE RATE DATE SHARES/UNIT COST AT 12/31/04 - ------------------------------------------------ ------ ---------- ----------- --------------- --------------- MetLife Insurance Contract 28731 4.710% 11/30/2009 17,240,376 17,240,376 17,240,376 Monumental Life Insurance Contract 5V04359Q 4.410% 4/30/2010 7,184,294 7,184,294 7,184,294 Monumental Life Insurance Contract 5V04434Q 4.370% 8/15/2009 10,121,549 10,121,549 10,121,549 Monumental Life Insurance Contract 5V04211Q 5.100% 12/15/2005 23,496,377 23,496,377 23,496,377 New York Life Insurance Contract 31481 4.130% 11/30/2007 8,525,016 8,525,016 8,525,016 New York Life Insurance Contract 31481.002 3.770% 3/31/2008 59,872,068 59,872,068 59,872,068 New York Life Insurance Contract 31481.003 3.860% 4/15/2008 15,691,856 15,691,856 15,691,856 Principal Capital Management Contract 4.29618.5 5.100% 7/1/2006 34,062,456 34,062,456 34,062,456 Principal Capital Management Contract 4.29618.7 3.850% 3/31/2008 21,036,849 21,036,849 21,036,849 Principal Capital Management Contract 4.29618.9 4.550% 8/15/2010 30,380,722 30,380,722 30,380,722 Principal Capital Management Contract 4.29618.8 3.300% 4/30/2007 7,138,254 7,138,254 7,138,254 SunAmerica Life Insurance Contract 5096 3.980% 4/15/2009 31,445,238 31,445,238 31,445,238 SunAmerica Life Insurance Contract 5104 3.330% 6/30/2009 26,768,371 26,768,371 26,768,371 Trans Financial Life Insurance Contract SV04358Q 3.270% 1/15/2009 26,736,779 26,736,779 26,736,779 *Travelers Life Insurance Group 16878.2 4.910% 12/31/2049 460,323,971 460,323,971 460,323,971 *Travelers Life Insurance Group 8 4.290% 1/1/2099 174,544,212 174,544,212 174,544,212 *Travelers Life Insurance Group 16878 6.390% 1/1/2099 420,043,505 420,043,505 420,043,505 *Travelers Life Insurance Group 17653 7.350% 3/1/2005 57,859,474 57,859,474 57,859,474 *Travelers Life and Annuity - 02.06.07 5.000% 2/6/2007 6,823,849 6,823,849 6,823,849 *Travelers Life and Annuity - 01.01.05 6.700% 1/1/2005 7,945,178 7,945,178 7,945,178 *Travelers Life and Annuity - 01.01.06 7.100% 1/1/2006 6,428,027 6,428,027 6,428,027 *Travelers Life and Annuity - 12.31.06 6.080% 12/31/2006 8,011,451 8,011,451 8,011,451 *Travelers Life and Annuity - 01.01.09 5.100% 1/1/2009 4,848,040 4,848,040 4,848,040 --------------- --------------- 1,578,585,897 1,578,585,897 --------------- --------------- OTHER INSURANCE CONTRACT Universal Life Insurance Contract 5.000% 112,619 112,619 --------------- --------------- *PARTICIPANT LOANS 36,805 loans to participants with interest rates 222,552,909 222,552,909 of 3.00% to 23.64% with --------------- --------------- maturities up to 20 years. --------------- --------------- TOTALS $ 7,794,148,935 $11,269,149,167 =============== ===============
* Parties-in-interest as defined by ERISA See accompanying report of independent registered public accounting firm. 19 SIGNATURE The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on their behalf by the undersigned hereunto duly authorized. CITIGROUP 401(k) PLAN Date: June 29, 2005 By: /s/ Michael E. Schlein ------------------------------------ Michael E. Schlein Head of Global Corporate Affairs, Human Resources and Business Practices EXHIBIT INDEX
Exhibit No. Description - ----------- ------------------------------------------------------------------- 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
EX-23.1 2 y10365exv23w1.txt CONSENT OF KPMG, LLP (KPMG LOGO) KPMG LLP 345 Park Avenue New York, NY 10154 Exhibit 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Plans Administration Committee of Citigroup Inc.: We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 333-91308) of Citigroup Inc. of our report dated June 28, 2005 with respect to the financial statements of Citigroup 401(k) Plan as of and for the years ended December 31, 2004 and 2003, and the related supplemental schedule, which appear in the December 31, 2004 annual report on Form 11-K of Citigroup Inc. /s/ KPMG LLP New York, New York June 29, 2005 -----END PRIVACY-ENHANCED MESSAGE-----