C » Topics » (d) Exhibits.

This excerpt taken from the C 8-K filed Oct 13, 2009.

(d)   Exhibits.

 

Exhibit Number

 

 

 

 

 

99.01

 

Supplemental information of Citigroup reflecting discontinued operations and previously announced organizational changes.

 

 

 

99.02

 

Historical audited consolidated financial statements of Citigroup, reflecting discontinued operations and previously announced organizational changes. Also included is the Report of Independent Registered Public Accounting Firm dated February 27, 2009, except as to Notes 1, 2, 3, 4, 5, 6, 7, 10, 11, 12, 17, 18, 19, and 33, which are as of October 13, 2009.

 

 

 

99.03

 

Consent of KPMG LLP.

 

4



 

This excerpt taken from the C 10-Q filed May 2, 2008.

Item 6. Exhibits

        See Exhibit Index.

123



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of May, 2008.


 

 

CITIGROUP INC.
    (Registrant)

 

 

By

/s/  
GARY CRITTENDEN      
Gary Crittenden
Chief Financial Officer
(Principal Financial Officer)

 

 

By

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

124



EXHIBIT INDEX

 
   
3.01.1   Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 1-9924).

3.01.6

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).

3.01.7

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series A, of the Company, incorporated by reference to Exhibit 3.01 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.8

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series B, of the Company, incorporated by reference to Exhibit 3.02 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.9

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series C, of the Company, incorporated by reference to Exhibit 3.03 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.10

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series D, of the Company, incorporated by reference to Exhibit 3.04 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.11

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series J, of the Company, incorporated by reference to Exhibit 3.05 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.12

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series K, of the Company, incorporated by reference to Exhibit 3.06 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.13

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series L1, of the Company, incorporated by reference to Exhibit 3.07 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.14

 

Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series N, of the Company, incorporated by reference to Exhibit 3.08 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.15

 

Certificate of Designation of 6.5% Non-Cumulative Convertible Preferred Stock, Series T, of the Company, incorporated by reference to Exhibit 3.09 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.16

 

Certificate of Designation of 8.125% Non-Cumulative Preferred Stock, Series AA, of the Company, incorporated by reference to Exhibit 3.10 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).

3.01.17

 

Certificate of Designation of 8.40% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series E, of the Company, incorporated by reference to Exhibit 3.01 to the Company's Current Report on Form 8-K filed April 28, 2008 (File No. 1-9924).

3.02

 

By-Laws of the Company, as amended, effective October 16, 2007, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed October 19, 2007 (File No. 1-9924).

10.01

+

Deferral Agreement entered into by Michael S. Klein, dated December 29, 2006.

12.01

+

Calculation of Ratio of Income to Fixed Charges.

12.02

+

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01

+

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

125



31.02

+

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

+

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01

+

Residual Value Obligation Certificate.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

+
Filed herewith

126




QuickLinks

TABLE OF CONTENTS
Part I—Financial Information
Citigroup Inc. TABLE OF CONTENTS
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
This excerpt taken from the C 10-Q filed Nov 5, 2007.

Item 6. Exhibits

        See Exhibit Index.

105



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of November, 2007.


 

 

CITIGROUP INC.
    (Registrant)

 

 

By

/s/  
GARY CRITTENDEN      
Gary Crittenden
Chief Financial Officer
(Principal Financial Officer)

 

 

By

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)


EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit
3.01.1   Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1- 9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1- 9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File 1-9924).

3.01.6

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).

3.02

 

By-Laws of the Company, as amended, effective October 16, 2007, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed October 19, 2007 (File No. 1-9924).

10.01

+

Form of Citigroup Inc. Non-Employee Directors Compensation Plan (effective as of January 1, 2008).

10.02

+

Form of Citigroup Equity Award Agreement (effective November 1, 2007).

10.03

+

Form of Citigroup Reload Stock Option Grant Notification (effective November 1, 2007).

10.04

 

Share Exchange Agreement, dated as of October 31, 2007, between Citigroup Japan Holdings Ltd. and Nikko Cordial Corporation, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 31, 2007 (File No. 1-9924).

12.01

+

Calculation of Ratio of Income to Fixed Charges.

12.02

+

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01

+

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

+

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

+

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01

+

Residual Value Obligation Certificate.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

+
Filed herewith



QuickLinks

TABLE OF CONTENTS
Part I—Financial Information
Citigroup Inc. TABLE OF CONTENTS
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
This excerpt taken from the C 10-Q filed May 4, 2007.

Item 6. Exhibits

        See Exhibit Index.

126



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of May, 2007.

    CITIGROUP INC.
(Registrant)

 

 

By

 

/s/  
GARY CRITTENDEN      
Gary Crittenden
Chief Financial Officer
(Principal Financial Officer)

 

 

By

 

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

127



EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit

3.01.1

 

Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File 1-9924).

3.01.6

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).

3.02

 

By-Laws of the Company, as amended, effective January 17, 2007, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 19, 2007 (File No. 1-9924).

10.01+

 

Letter Agreement, dated as of February 23, 2007, between the Company and Gary Crittenden.

12.01+

 

Calculation of Ratio of Income to Fixed Charges.

12.02+

 

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01+

 

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02+

 

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01+

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01+

 

Residual Value Obligation Certificate.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

+    Filed herewith

128




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Citigroup Inc.
TABLE OF CONTENTS
(THIS PAGE INTENTIONALLY LEFT BLANK)
Citigroup Inc.
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
This excerpt taken from the C 10-Q filed Nov 3, 2006.

Item 6. Exhibits

        See Exhibit Index.

133



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 3rd day of November, 2006.

    CITIGROUP INC.
    
(Registrant)

 

 

By

 

/s/  
SALLIE KRAWCHECK      
Sallie Krawcheck
Chief Financial Officer
(Principal Financial Officer)

 

 

By

 

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

134



EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit
3.01.1   Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 1-9924).

3.01.6

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).

3.02

 

By-Laws of the Company, as amended, effective January 19, 2005, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 21, 2005 (File No. 1-9924).

10.01

 

Aircraft Time Sharing Agreement between Citiflight, Inc. and Robert Rubin, dated August 10, 2006, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 11, 2006 (File No. 1-9924).

10.02

 

Citigroup Management Committee Termination Notice and Non-Solicitation Policy, effective October 2, 2006, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed October 6, 2006 (File No. 1-9924).

10.03

+

Form of Citigroup Reload Stock Option Grant Notification (effective November 1, 2006).

10.04

+

Form of Citigroup Equity Award Agreement (effective November 1, 2006).

10.05

+

Form of Citigroup Non-Employee Director Equity Award Agreement (effective November 1, 2006).

12.01

+

Calculation of Ratio of Income to Fixed Charges.

12.02

+

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01

+

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

+

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

+

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01

+

Residual Value Obligation Certificate.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

+
Filed herewith

135




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Citigroup Inc.
TABLE OF CONTENTS
Citigroup Inc.
TABLE OF CONTENTS
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
This excerpt taken from the C 10-Q filed Aug 4, 2006.

Item 6.    Exhibits

        See Exhibit Index.

128



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of August, 2006.

    CITIGROUP INC.
(Registrant)

 

 

By

 

/s/  
SALLIE KRAWCHECK      
Sallie Krawcheck
Chief Financial Officer
(Principal Financial Officer)

 

 

By

 

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

129



EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit

3.01.1

 

Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 1-9924).

3.01.6

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).

3.02

 

By-Laws of the Company, as amended, effective January 19, 2005, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 21, 2005 (File No. 1-9924).

12.01

+

Calculation of Ratio of Income to Fixed Charges.

12.02

+

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01

+

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

+

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

+

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01

+

Residual Value Obligation Certificate.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

+
Filed herewith

130




QuickLinks

Citigroup Inc. TABLE OF CONTENTS Part I—Financial Information
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
This excerpt taken from the C 10-Q filed May 5, 2006.

Item 6.    Exhibits

        See Exhibit Index.

115



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of May, 2006.

    CITIGROUP INC.
(Registrant)

 

 

By

 

/s/  
SALLIE KRAWCHECK      
Sallie Krawcheck
Chief Financial Officer
(Principal Financial Officer)

 

 

By

 

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

116



EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit
3.01.1   Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File 1-9924).

3.01.6 +

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006.

3.02

 

By-Laws of the Company, as amended, effective January 19, 2005, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 21, 2005 (File No. 1-9924).

10.01+

 

Letter Agreement, dated as of March 22, 2006, between the Company and Robert E. Rubin.

10.02+

 

Letter, dated as of May 1, 2006, to Roberto Hernandez Ramirez.

12.01+

 

Calculation of Ratio of Income to Fixed Charges.

12.02+

 

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01+

 

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02+

 

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01+

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01+

 

Residual Value Obligation Certificate.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

+
Filed herewith

117




QuickLinks

Citigroup Inc.
TABLE OF CONTENTS
Combined Results for Discontinued Operations
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
This excerpt taken from the C 10-Q filed Nov 4, 2005.

Item 6. Exhibits

        See Exhibit Index.

107



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of November, 2005.


CITIGROUP INC.
(Registrant)

    By   /s/ Sallie Krawcheck
Sallie Krawcheck
Chief Financial Officer
(Principal Financial Officer)
   

 

 

By

 

/s/ John C. Gerspach

John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

 

 

108



EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit
3.01.1   Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 1-9924).

3.02

 

By-Laws of the Company, as amended, effective January 19, 2005, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 21, 2005 (File No. 1-9924).

10.01

+

Citigroup Inc. Amended and Restated Compensation Plan for Non-Employee Directors (as of September 21, 2004).

10.02

 

Letter Agreement, dated August 24, 2005, between Citigroup Inc. and Robert B. Willumstad, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K/A filed August 26, 2005 (File No. 1-9924).

12.01

+

Calculation of Ratio of Income to Fixed Charges.

12.02

+

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01

+

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02

+

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01

+

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01

+

Residual Value Obligation Certificate.

        The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.


+
Filed herewith

109




QuickLinks

Citigroup Inc.
TABLE OF CONTENTS
Part I—Financial Information
PART II. OTHER INFORMATION
SIGNATURES
CITIGROUP INC. (Registrant)
EXHIBIT INDEX
This excerpt taken from the C 8-K filed Jun 30, 2005.

EXHIBITS

 

Exhibit A

  

CAM Transferred Subsidiaries

Exhibit B

  

PC/CM Transferred Subsidiaries

Exhibit C

  

[Intentionally Omitted]

Exhibit D

  

Form of Legg Mason Preferred Stock

Exhibit E

  

Form of Distribution and Product Access Agreement

Exhibit F-1

  

Terms of CAM TSA

Exhibit F-2

  

Terms of PC/CM TSAs

Exhibit F-3

  

Terms of Services Agreement

 

iv


Exhibit G

  

Form of Registration and Investor Rights Agreement

Exhibit H

  

Terms of CAM Restructuring Transactions

Exhibit I

  

Terms of PC/CM Restructuring Transactions

 

v


 

This excerpt taken from the C 10-Q filed May 4, 2005.

Item 6.    Exhibits

        See Exhibit Index.

90



SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of May, 2005.

 
   
   
        CITIGROUP INC.
(Registrant)

 

 

By

 

/s/  
SALLIE KRAWCHECK      
Sallie Krawcheck
Chief Financial Officer
(Principal Financial Officer)

 

 

By

 

/s/  
JOHN C. GERSPACH      
John C. Gerspach
Controller and Chief Accounting Officer
(Principal Accounting Officer)

91



EXHIBIT INDEX

Exhibit
Number

  Description of Exhibit
2.01   Acquisition Agreement, dated as of January 31, 2005, by and between Citigroup Inc. and MetLife, Inc., incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 4, 2005 (File No. 1-9924).

3.01.1

 

Restated Certificate of Incorporation of Citigroup Inc. (the Company), incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).

3.01.2

 

Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).

3.01.3

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).

3.01.4

 

Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).

3.01.5

 

Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY, of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File 1-9924).

3.02

 

By-Laws of the Company, as amended, effective January 19, 2005, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 21, 2005 (File No. 1-9924).

10.01

 

Form of Citigroup Inc. Non-Employee Director Equity Award Agreement (pursuant to the Amended and Restated Compensation Plan for Non-Employee Directors), incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 14, 2005 (File No. 1-9924).

10.02

 

Letter Agreement, dated as of January 18, 2005, between the Company and Robert E. Rubin (the "January 2005 Letter Agreement"), incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 24, 2005 (File No. 1-9924).

10.03

 

Amendment to the January 2005 Letter Agreement, dated as of March 14, 2005, between the Company and Robert E. Rubin, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 15, 2005 (File No. 1-9924).

12.01+

 

Calculation of Ratio of Income to Fixed Charges.

12.02+

 

Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

31.01+

 

Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02+

 

Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01+

 

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.


+
Filed herewith

92




QuickLinks

Citigroup Inc. TABLE OF CONTENTS Part I—Financial Information
THE COMPANY
GLOBAL CONSUMER
CORPORATE AND INVESTMENT BANKING
GLOBAL WEALTH MANAGEMENT
ASSET MANAGEMENT
ALTERNATIVE INVESTMENTS
CORPORATE/OTHER
CITIGROUP INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GLOBAL CONSUMER
CORPORATE AND INVESTMENT BANKING
GLOBAL WEALTH MANAGEMENT
ASSET MANAGEMENT
ALTERNATIVE INVESTMENTS
CORPORATE/OTHER
MANAGING GLOBAL RISK
RISK CAPITAL
OPERATIONAL RISK MANAGEMENT PROCESS
COUNTRY AND CROSS-BORDER RISK MANAGEMENT PROCESS
CORPORATE GOVERNANCE AND CONTROLS AND PROCEDURES
FORWARD-LOOKING STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS CITIGROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
CITIGROUP INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET
CITIGROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
CITIGROUP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
CITIGROUP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
PART II. OTHER INFORMATION
SIGNATURES
EXHIBIT INDEX
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