a ice . - 1 Form 990- PF Return of Private Foundation OMB No. 1545-0052 or Section 4947(a)(1) Nonexempt Charitable Trust Departryi,grit of the-Treasury Treated as a Private Foundation 2003 Internal Revenue Service a organization maybe able to use a copy of this return to satisfy state reporting requirements For calendar year 2003, or tax year beginning , 2003, and ending , 20 G Check all that apply: Initial return Final return Amended return Address change Name change Use the IRS Name of organization A Employer Identification number label. CITIGROUP FOUNDATION 13-3781879 Otherwise, Number end street (or P O box number if mail is not delivered to street address) Room/suite Telephone number (S99 the instructions) print B or type. g50 THIRD AVENUE - 13th Floor 212-559-9163 $88 Specific any or town, state, end ZIP code C If exempt application is pending, check here 1 Instructions. New York NY 10043 p 1 Foreign organizations check here 1 2 Foreign organizations meeting the 85 % , H Check type of organization : Section 501(c)(3) exempt private foundation test, check here and attach computation Section 4947(a)(1) nonexempt charitable trust Other taxable private foundation E 11 private foundation status was 11 11 terminated under section 1" o I Fair market value of all assets at end of J Accounting method : Cash Accrual 507(b)(1)(A),check here year (from Part II, Col. (c), line 16) a F H the foundation is m a 60-month Other (specify) termination under section pp. $ 131,761,174 . 1 Part I, column d must be on cash basis 507(b)(1)(B),check here 1 n Analysis of Revenue and Expenses ~a) (d) Disbursements (me total of amounts in columns (b), Revenue and (b) Net investment (c) Adjusted net for expenses per charitable (c), & (d) may not necessarily equal the income income purposes amounts in column (d) (see instructions).) books (cash basis only) Contributions, gifts, grants, a« , received (attach scLg dule) 51 529 , 728 . / ~I the foundation Is not required Check 1/LJ to attach Sch B 2 Distributions from split- interest trusts 3 Interest on savings and temp ash investments 1,509,294 . 1,509,294 . 1,509,294 . 4 Dividends and interest from securities Sa Gross rents b ~come or~poss) d 6a Net gain/Qoss) from sale of assets not on pine lo( , 18 0 , 2 4 5 . b Gross saes X . ` d ell assets onlinepr'ceRF7 ~ 3 9 7 5 5 7 Capital gain net income (from Part IV, line 2) 8 Net short-term capital gain 9 Income modifications Gross8, salesal lowances less s lea rlns Less Cost of p b goods sold c Gross profit or (loss) (attach schedule) O 11 Other income (attach schedule) 23, 517 . 23,517 . 23,517 . 12 Total. Add lines 1 through 11 50,882, 29 4 . , 532, 8 1 . 53 Compensation of officers, 13 directors, trustees, etc 4 14 Other employee salaries and wages 15 Pension plans, employee benefits 16a Legal fees (attach schedule) b Accounting fees (attach schedule) c Other professional fees (attach schedule) 17 Interest t~. 18 Taxes (atI echschedule)(seetheinstructions) 32,181 . 32,181 . 19 Depreciation (attach scn ) and depletion 20 Occupancy ,)~~`JP ~ 21 Travel, conferences, and meetings o, 22 Printing and publications

l0 23 Other expenses (attach schedule) . 1 ,598, 350 . 0 24 Total operating and administrative expenses . Add lines 13 through 23 1,630, 531 . 32,181 . 25 Contributions, gifts, grants paid 55,524,404 . 57,720,957 . 26 Total ex & disbursements Add lines 24 and 25 5 7 , 154,935 . 57,753,138 . 27 Subtract line 26 from line 12: Y a Excess of revenue over expenses and disbursements ( 6, 272,641 .) " '° ` b Net Investment Income (if nag , enter -o-) 1,532,811 . _ c Adjusted net Income (if r,e9, enter - 0-) 1,532,811 . For Paperwork Reduction Act Notice, see the instructions. Form 990- PF (2003)

BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990P51 Rev 1 0 Form 990- PF (2003) CITIGROUP FOUNDATION 13-3781879 Page 2 Attached schedules and amounts in the Be ginning of ear End of ear Balance Sheets description column should be for end- of- ear amounts only. see inst (a) Book Value (b) Book Value (c) Fair Market Value i Cash - non- interest- bearing 87,617 . 2 Savings and temporary cash investments 139, 0 4 2 , 0 5 0 . 131, 12 7 , 8 41 . 131, 12 7, 84 1 . 3 Accounts receivable 10' Less: allowance for doubtful accts. 10, 7 25 ,000 . 4 Pledges receivable Less: allowance for doubtful accts. 5 Grants receivable

6 Receivables due from officers, directors, trustees, and other disqualified persons (attach schedule) (see the instructions) 7 Othernotes endloans receivable (attach schedule) 1 633,333 . doubtLess allowencefor lulaccounts 1 550, 000 . 633 , 333 . 633,333 . 8 Inventories for sale or use 9 Prepaid expenses and deferred charges 10a Investments - U S and state govt . obligations (attach schedule) b Investments - corporate stock (attach schedule) c Investments - corporate bonds (attach schedule) 11 Investments-Iend,buildings, ~ end equipment basis Less accumulated depreciation (attach schedule) 12 Investments - mortgage loans 13 Investments - other (attach schedule) 14 Lend, buildings, end equipment basis 1 Less accumulated depreciation , (attach schedule) 15 Other assets (described ) 16 Total assets (to be completed by all filers - see the instructions. Also, see page t , item 1 . 14 0 , 4 0 4 , 6 6 7 . 131, 7 61, 17 4 . 131, 7 61, 17 4 . 17 Accounts payable and accrued expenses 14,133 . 9,131 . 1e Grants payable 27, 806, 900 . 25,441,050 . _ 19 Deferred revenue °' 20 Loans from officers, directors, trustees, and other disqualified persons 21 Mortgages and other notes payable (attach schedule) 22 Other liabilities (describe 10, )

23 Total liabilities (add lines 17 through 22) 2 7,821,033 . 25,450,181 . Organizations that follow SEAS 117, check here l. N and complete lines 24 through 26 and lines 30 and 31. y 24 Unrestricted 10 7 , 7 0 0 , 0 3 0 . 101, 7 6 6 , 0 7 3 . 25 Temporarily restricted 4,883,604 . 4,544,920 . 26 Permanently restricted Organizations that do not follow SFAS 117, ck. here 10, and complete lines 27 through 31 . 0 27 Capital stock, trust principal, or current funds 28 Paid-in or capital surplus, or land, bldg ., and equipment fund y 29 Retained earnings, accumulated income, endowment, or other funds Q d 30 Total net assets or fund balances (see the instructions) 112 , 5 8 3 , 6 3 4 . 10 6 , 310 , 9 9 3 . 31 Total liabilities and net assets fund balances (see the instructions) 14 0 , 4 0 4 , 6 6 7 . 131, 7 61, 17 4 . Analysis of .Chan es in Net Assets or Fund Balances 1 Total net assets or fund balances at beginning of year - Part II, column (a), line 30 (must agree with end-of-year figure reported on prior year's return) . . 1 12,583,634 . 2 Enter amount from Part I, line 27a . . . 2 6,272,641 .) 3 Other increases not included in line 2 (itemize) ~ 3 4 Add lines 1, 2, and 3 4 10,99 5 Decreases not included in line 2 (itemize) ~ 5 6 Total net assets or fund balances at end of vear (line 4 minus line 5) - Part II . column (b). line 30 6 1106,310,993 . Form 990- PF(2oo3) BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990P$2 Rev 1 1 Form ssa PF (2oos) CITIGROUP FOUNDATION 13-3781879 Capital Gains and Losses for Tax on investment Income (a) List and describe the kind(s) of property sold (e.g ,real estate, )How acquired (c) Date acquired (d) Date sold Purchase 2- story brick warehouse; or common stock, 200 shs. MLC Co.) (mo ., day, yr.) (mo., day, yr.) 1a INTERSIL CORPORATION 1000000 SHARES D 07/28/2003 07/30/2003 b CHIPPAC INC . 3000000 SHARES D 11/03/2003 11/04/2003 c d e (f) (e) Gross sales pace Depreciation allowed (g) Cost or other basis (h) Gain or (loss) (or allowable) plus expense of sale (e) plus (0 minus (g) 23,144,920 . 24,000,000 . (855,080 . 24,594,835 . 25,920,000 . (1,325 .165 . c d

Complete only for assets In in column (h) and owned the foundation on 12/31/69 (I) Gains (Col . (h) gain minus Q) Adjusted basis (k) Excess of Col . (i) Col . (k), but not less than - 0- ) or (I) F.M.V. as of 12/31/69 as of 12/31/69 over Col (j), if any bosses (from Col. (h)) a (855,080 . b (1,325,165 . c d

2 Capital gain net income or (net capital loss) If gain, also enter in Part I, line 7 [If (loss), enter - 0- in Part I, line 7 ~ 2 3 Net short-term capital gain or (loss) as defined in sections 1222(5) and (6): If gain, also enter in Part I, line 8, column (c) (see the instructions) If (loss), enter - 0- in Part I, line 8 J 3 (2,180,245 .) Qualification Under Section 4940(e) for Reduced Tax on Net Investment Income (For optional use by domestic private foundations subject to the section 4940(a) tax on net investment income .)

If section 4940(d)(2) applies, leave this part blank.

Was the organization liable for the section 4942 tax on the distributable amount of any year in the base period? a Yes a No If 'Yes,' the organization does not qualify under section 4940(e) . Do not complete this part. 1 Enter the appropriate amount in each column for each year ; see the instructions before making any entries .

Base period years Net value of Distribution ratio Calendar ear or tax ear beg . in Adjusted qualifying distributions noncharitable- use assets (Col. b divided b col. c 2002 40,408,563 . 172,521,116 . 0 .2342 200 54,091,101 . 164,111,356 . 0 .3296 2000 44,534,822 . 181,389,011 . 0 .2455 1sss 42,679,085 . 106,163,249 . 0 .4020 1ss8 24,572,993 . 19,375,459 . 1 .0000

2 Total of line 1, column (d) ...... 2 2 .2113 3 Average distribution ratio for the 5-year base period - divide the total on line 2 by 5, or by the number of years we foundation has been in existence if less than 5 years 3 0 .4423

4 Enter the net value of noncharitable- use assets for 2003 from Part X, line 5 1 4 1 132,421,535 .

5 Multiply line 4 by line 3 . . I 5 1 58,57 0 ,045 .

6 Enter 1 % of net investment income (1 % of Part I, line 27b) . . . 1 6 1 15,328 .

Addlines 5ands ...... 1 7 1 58,585,373 .

8 Enter qualifying distributions from Part XII, line 4 . . . 1 8 1 58, 386, 471 ._ If line 8 is equal to or greater than line 7, check the box in Part VI, line 1b, and complete that part using a 1% tax rate See the Part VI instructions Form 990- PF (2003) BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990P33 Rev 1 Form 990-PF(2003) CITIGROUP FOUNDATION 13-3781879 Page4 JiMM W" Excise Tax Based on Investment Income (Section 4940(a), 4940(b), 4940(e), or 4948 - see the Instructions) la Exempt opprating foundations described in section 4940(d)(2), check here 0- Lj & enter 'N/A' online D9te of ruling letter: (attach copy of ruling letter If necessary - see Instructions) b Domestic0. rl organizations that meet the section 4940(e) requirements in Part V, check here 00. 1 30,656 . and enter 1% of Part 1, line 27b C All other domestic organizations enter 2% of Iine27b Exempt foreign organizations enter 4%of Part 1, line 12,col (b) 2 Tax under section 511 (domestic section 4947(a)(1) trusts and taxable foundations only . Others enter - 0-) 2 0 3 Add lines 1 and 2 3 30,656 . 4 Subtitle A (income) tax (domestic section 4947(a)(1) trusts and taxable foundations only. Others enter - 0- 4 0 5 Tax based on Investment Income . Subtract line 4 from line 3. If zero or less, enter - 0 5 30,656 . 6 Credits/ Payments : a 2003 estimated tax payments and 2002 overpayment credited to 2003 6a 30,786 . b Exempt foreign organizations - tax withheld at source 6b c Tax paid with application for extension of time to file (Form 8868) 6c d Backup withholding erroneously withheld 6d 7 Total credits and payments . Add lines 6a through 6d 7 30,786 . 8 Enter any penalty for underpayment of estimated tax. Check here 0 if Form 2220 is attached 8 9 Tax due. If the total of lines 5 and 8 is more than line 7, enteramount owed IN. 9 10 Overpayment. If line 7 is more than the total of lines 5 and 8, enter theamount overpaid 10, 10 130 . 11 Enter amount of line 10 to be: Credited to 2004 estimated tax Refunded 11, 130 . K~~ Statements Regarding Activities la During the tax year, did the organization attempt to influence any national, state, or local legislation or did it participate or Yes No intervene in any political campaign? la X b Did it spend more than $100 during the year (either directly or indirectly) for political purposes (see the instructions for definition)? lb X If the answer is "Yes' to la or 1b, attach a detailed description of the activities and copies of any materials publishe or distributed by the organization in connection with the activities c Did the organization file Form 1120- POI-for this year 1C X d Enter the amount (if any) of tax on political expenditures (section 4955) imposed during the year: (1) On the organization Do. $ (2) On organization managers jo. $ e Enter the reimbursement (if any) paid by the organization during the year for political expenditure tax imposed on organization managers Do. $ 2 Has the organization engaged in any activities that have not previously been reported to the IRS? 2 X If 'Yes,' attach a detailed description of the activities

3 Has the organization made any changes, not previously reported to the IRS, in its governing instrument, articles of incorporation, or bylaws, or other similar instruments? If "Yes," attach a conformed copy of the changes 3 X 4a Did the organization have unrelated business gross income of $1,000 or more during the year? 4a X b If "Yes,' has it filed a tax return on Form 990- Tfor this year 4b 5 Was there a liquidation, termination, dissolution, or substantial contraction during the year? X If *Yes,' attach the statement required by General Instruction T. 6 Are the requirements of section 508(e) (relating to sections 4941 through 4945) satisfied either . " By language in the governing instrument or " By state legislabon that effectively amends the governing instrument so that no mandatory directions that conflict with the state law remain in the governing instrument? 6 X 7 Did the organization have at least $5,000 in assets at any time during the year? If 'Yes," complete Part 11, Col . (c), & Part XV 7 X 8a Enter the states to which the foundation reports or with which it is registered (see the instructions) jo, NY b If the answer is "Yes* to line 7, has the organization furnished a copy of Form 990- PF to the Attorney General (or designate) of each state as required by General Instruction G? If "No," attach explanation

9 Is the organization claiming status as a private operating foundation within the meaning of section 49420)(3) or 49420)(5) for calendar year 2003 or the taxable year beginning in 2003 (see instructions for Part XIV)? If *Yes,' complete Part XIV 9 X 10 Did any persons become substantial contributors during tax year? If "Yes," attach a sch. listing their names & addresses 10 X 11 Did the organization comply with the public inspection requirements for its annual returns and exemption application? X Web site address jo. WWW .CITIGROUP .COM\CITIGROUP\CO 12 Thebooksareincareofo. ALAN OKADA Telephone no . po. 212-559-6323 Located at P,. 850 THIRD AVE 13TH . Flr NY,NY zip+4 10043 13 Section 4947(a)(1) nonexempt charitable trusts filing Form 990- PF in lieu oForm 1041 - Check her and enter the amount of tax- exempt interest received or accrued during the year 13 Form 990- PF (2003) BCA Copyright form software only . 2003 Universal Tax Systems, Inc All rights reserved US990P$4 Rev 1 Form 990-PF(2003) CITIGROUP FOUNDATION 13-3781879 Page5 U~~ Statements Regarding Activities for Which Form 4720 May Be File Form 4720 If any Item Is checked In the "Yes" column, unless an exception applies. Yes I No la During th a year did the organization (either directly or indirectly): (1) Engage in the sale or exchange, or leasing of property with a disqualified person? Yes 0 No (2) Borrow money from, lend money to, or otherwise extend credit to (or accept it from) a disqualified person? Yes No (3) Furnish goods, services, or facilities to (or accept them from) a disqualified person? Yes No (4) Pay compensation to, or pay or reimburse the expenses of, a disqualified person? Yes No (5) Transfer any income or assets to a disqualified person (or make any of either available for the benefit or use of a disqualified person)? Yes No (6) Agree to pay money or property to a government official? ~xceptlon. Check "No if the organization agreed to make a grant to or to employ the official for a period after termination of government service, if terminating within 90 days.) Yes N No b If any answer is "Yes" to la(l)- (6), didany of the acts fail to qualify under the exceptions described i Regulations section 53.4941 (d)- 3 or in a current notice regarding disaster assistance (see the instructions)? Organizations relying on a current notice regarding disaster assistance check here n c Did the organization engage in a prior year in any of the acts described in la, other than excepted acts, that were not corrected before the first day of the tax year beginning in 2003? 1c X 2 Taxes on failure to distribute income (section 4942) (does not apply for years the organization was a private operating foundation defined in section 49420)(3) or 49420)(5)): a At the end of tax year 2003, did the organization have any undistributed income (lines 6d and 6e, Part XIII) for tax year(s) beginning before 2003? Yes No If 'Yes," list the years ...... 10-201 201 201 19 b Are there any years listed in 2a for which the organization isnot applying the provisions of section 4942(a)(2 (relating to incorrect valuation of assets) to the year's undistributed income? (If applying section 4942(a)(2) to all years listed, answer "No* and attach statement - see the instructions.) X c If the provisions of section 4942(a)(2) are being applied tcany of the years listed in 2a, list the years here 10,20 1 20 1 20 1 19 3a Did the organization hold more than a 2% direct or indirect interest in any business enterprise at any time during the year? . 11 Yes No

b If "Yes,' did it have excess business holdings in 2003 as a result of(l) any purchase by the organization or disqualified persons after May 26, 1969;(2) the lapse of the 5- year period (or longer period approved by the Commissioner under section 4943(c)(7)) to dispose of holdings acquired by gift or bequest; 48) the lapse of the 10-, 15-, or 20- year first phase holding period? (Use Schedule C, Form 4720, to determine if the organization had excess business holdings in 2003.) 3b 4a Did the organization invest during the year any amount in a manner that would jeopardize its charitable purposes? 4a X b Did the organization make any investment in a prior year (but after December 31, 1969) that could jeopardize its chantable purpose that had not been removed fr6m jeopardy before the first day of the tax year beginning in 20037 X Sa During the year did the organization pay or incur any amount to: (1) Carry on propaganda, or otherwise attempt to influence legislation (section 4945(e))? Yes No (2) Influence the outcome of any specific public election (see section 4955), or to carry on, directly or indirectly, any voter registration drive? . Yes No (3) Provide a grant to an individual for travel, study, or other similar purposes? Yes No (4) Provide a grant to an organization other than a charitable, etc., organization described in section 509(a)(1), (2), or (3), or section 4940(d)(2)? . . . 0 Yes No (6) Provide for any purpose other than religious, charitable, scientific, literary, or educational purposes, or for the prevention of cruelty to children or animals? Yes No b If any answer is "Yes' to 5a(l)- (5), didany of the transactions fail to qualify under the exceptions described i Regulations section 53.4945 or in a current notice regarding disaster assistance (see the instructions)? 5b Organizations relying on a current notice regarding disaster assistance check here 0. c If the answer is 'Yes" to question 5a(4), does the organization claim exemption from the tax because it maintained expenditure responsibility for the grant? Yes F] No If 'Yes,* attach the statement required by Regulations section 53.4945- 5(d). 6a Did the organization, during the year, receive any funds, directly or indirectly, to pay premiums on a personal benefit contract? . . . . . Yes N No b Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract? X If you answered *Yes" to 6b, also file Form 8870. Form 990-PF (2003)

BCA Copyright forms oft ware only, 2003 Universal Tax Systems, Inc All rights reserved US990P$5 Rev I Form 990-PF(2003) CITIGROUP FOUNDATION 13-3781879 Page6 Information About Officers, Directors, Trustees, Foundation Managers, Highly Paid Employees, and Contractors 1 Uit all officers, directors, trustees, foundation managers and their compensation ((seee thee 11 structions): (b) Title, and average (c) Compensation (d) Contributions to (a) Expense account, (a) Name and address hours per week _0_) employee benefit plans devoted to position (if not paid, enter and deferred comp. other allowances CHARLES RAYMOND PRESIDENT 850 THIRD AVE NY NY 0 PATRICIA BYRNE VP 850 THIRD AVE NY NY 0 ALAN OKADA TREASURER 850 THIRD AVE NY NY 0 DARIA SHEEHAN SECRETARY 850 THIRD AVE NY NY 0 2 Compensation of five highest- paid employees (other than those IncludedL on line 1 - see the Instructions). If none, enter "NONE." (d) Contributions to (a) Name (b) Title and average and address of each employee paid hours per (c) employee benefit (a) Expense account, more than $50,000 week Compensation plans and deferred other allowances devoted to position compensation NONE

Total number of other employees paid over $50,000

3 Five highest- paid Independent contractors for professional services - (see the Instructions) . If none, enter "NONE."

(a) Name and address of each person paid more than $50,000 (b) Type of service (c) compensation NONE

Total number of others receiving over $50,000 for professional service I,. ff~~S~ummary of Direct Charitable Activities List the foundation's four largest direct charitable activities during the tax year. Include relevant statistical information such Expenses as the number of organizations and other beneficiaries served, conferences convened, research papers produced, etc . 1BUILDING COMMUNITIES & ENTREPENEURS - 1,486 GRANTS

26,769,255 . 2EDUCATING THE NEXT GENERATION - 1,227 GRANTS

20,203,830 . 3FINANCIAL EDUCATION - 405 GRANTS

10,144,875 . 4VOLUNTEER INCENTIVE PROGRAM GRANTS

1 1,039,000 . Form 990- PF (2003) BCA Copyright form software only, 2003 Universal Tax Systems . Inc All rights reserved US990P$6 Rev 1 Form 990-PF(20031 CITIGROUP FOUNDATION 13-3781879 Page7 &CIM- Summary of Program- Related Investments (see the instructiol Describe the two largest program- related investments made by the foundation during the tax on lines 1 and 2. knount 1 SPONSORSHIP OF COMMUNITY DEVELOPMENT LOANS

633,333 . 2

Ail other program- related investments . See the instructions . 3

7otal. Add lines I through 3 * 1 633,333 .

0M Minimum Investment Return (All domestic foundations must complete this part. Foreign foundations, see the instructions)

1 Fair market value of assets not used (or held for use) directly in carrying out charitable, etc., purposes: a Average monthly fair market value of securities 18 127,924 . b Average of monthly cash balances lb 133 676,850 . c Fair market value of all other assets (see the instructions) le 633,333 . d Total (add lines 1 a, b, and c) Id 134,438,107 . 9 Reduction claimed for blockage or other factors reported on lines 1 a and 1c (attach detailed explanation) 18 2 Acquisition indebtedness applicable to line 1 assets 2 3 Subtract line 2 from line ld 3 134,438,107 . 4 Cash deemed held for charitable activities. Enter 1 1/2% of line 3 (for greater amount, see the instructions) 4 2,016,572 . 5 Net value of noncharitable- use assets.Subtract line 4 from line 3. Enter here and on Part V, line 5 132,421,535 . 6 Minimum Investment return. Enter 5% of line 6 6,621,077 . Distributable Amount (see the instructions) (Section 49420)(3) and 0)(5) private operating foundations and certain foreign Em organizations check here . . 0. [] and do not complete this part .) 1 Minimum investment return from Part X, line 6 1 6,621,077 . 2a Tax on investment income for 2003 from Part VI, line 5 2a 30,656 . b Income tax for 2003. (This does not include the tax from Part VI .) 2b c Add lines 2a and 2b 2c 30, 656 . 3 Distributable amount before adjustments. Subtract line 2c from line 1 3 6,590,421 . 4a Recoveries of amounts treated as qualifying distributions 4a b Income distributions from section 4947(a)(2) trusts 4b c Add lines 4a and 4b 4c 5 Add lines 3 and 4c 5 6,590,421 . 6 Deduction from distributable amount (see the instructions) 6 7 Distributable amount as adjusted Subtract line 6 from line 5. Enter here and on Part XIII, line 1 7 6,590,421 . Qualifying Distributions (see the instructions) 1 Amounts paid (including administrative expenses) to accomplish charitable, etc ., purposes : a Expenses, contributions, gifts, etc. - total from Part 1, column (d), line 26 . . . la 57,753,138 . b Program- related investments - Total from Part IX- B lb 633,333 . 2 Amounts paid to acquire assets used (or held for use) directly in carrying out charitable, etc ., purposes 2 3 Amounts set aside for specific charitable projects that satisfy the : -- a Suitability test (prior IRS approval required) 3a b Cash distribution test (attach the required schedule) 3b 4 Qualifying distributions . Add lines la through 3b. Enter here and on Part V, line 8, and Part XIII, line 4 58,386,471 . 5 Organizations that qualify under section 4940(e) for the reduced rate of tax on net investment income . Enter 1% of Part 1, line 27b (see the instructions) 5 6 Adjusted qualifying distributions . Subtract line 5 from line 1 6 158,386,471 . Note : The amount on line 6 will be used in Part V, column (b), in subsequent years when calculating whether the foundation qualifies for the section 4940(e) reduction of tax in those years. Form 990- PF (2003) BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990P$7 Rev I Form 990- PF CITIGROUP FOUNDATION 13-3781879 Page8 [~~Und~istributed Income (seethe instructions) (a) (b) M (d) I Distributable amount for 2003 from Part XI, Corpus Years prior to 2002 2002 2003 line 7 0,421 . 2 Undistributed income, if any, as of the end of 2002 a Enter amount for 2002 only b Total for prior yrs.; 20 20 19- 3 Excess distribs . carryover, if any, to 2003: a From 1998 23,604,245 . b From 1999 38,968,697 . c From 2000 35,751,526 . d From 2001 29,959,646 . e From 2002 140,408,563 . f Total of lines 3a through 168,692,67 i 4 Qualifying distributions for 2003 from Part XII, line4:1,-$ 58,386,471 . a Applied to 2002, but not more than line 2a b Applied to undistributed income of prior years (Election required - see the instructions) . . . c Treated as distributions out of corpus (Election required - see the instructions) d Applied to 2003 distributable amount 6,590,421 . e Remaining amt. distributed out of corpus 51,796,050 . 5 Excess distribs . carryover applied to 2003 (If an amount appears in column (d), the same amount must be shown in col. ka).1

6 Enter the not total of each column as Indicated below: 8 Corpus Add lines 3f, 4c, and 40 Subtract line 5 220,488,727 b Prior years' undistributed income. Subtract line 4b from line 2b

c Enter amount of prior years' undistributed income for which a notice of deficiency has been issued, or on which the section 4942(a) tax has been previously assessed d Subtract line 6c from line 6b. Taxable amount - see the instructions e Undistributed income for 2002. Subtract line 4a from line 2a. Taxable amount - see the instructions f Undistributed income for 2003. Subtract lines 4d and 5 from line 1 . This amount must be distributed in 2004

7 Amounts treated as distributions out of corpus to satisfy requirements imposed by section 170(b)(1)(E) or 4942(g)(3) (see the instructions) 8 Excess distributions carryover from 1998 not applied on line 5 or line 7 (see the instructions) 23,604,245 . 9 Excess distributions carryover to 2004. Subtract lines 7 and 8 from line 6a 196,884,482 . 10 Analysis of line 9: a Excess from 1999 38,968, 697 . b Excess from 2000 . . 35,751, 526 . c Excess from 2001 . 29,959, 646 . d Excess from 2002 40,408, 563 . a- Excess from 2003 51,796, 050 . Form 990- PF (2003) BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990P$8 Rev I Form 990-PF(2003) CITIGROUP FOUNDATION 13-3781879Pageg RiCILUT Private Operating Foundations (see the instructions and Part Vll- A, question 9) la If the foundation has received a ruling or determination letter that it is a private operating 11101 foiltriclation, and the ruling is effective for 2003, enter the date of the ruling 1 b Check box to indicate whether the organization is a private operating foundation described in section 49420)(3) or L 1 49420), 2a Enter the lesser of the adjusted net Tax year Prior 3 years income from Part I or the minimum (a) 2003 (b) 2002 (c) 2001 (d) 2000 (e) Total investment return from Part X for - each year listed 1, 532, 811 . 3, 190, 457 . 7, 023, 807 . 9,069,45120,816,526 . b 85% of line 2a 1,302,889 .2,711,888 .5,970,236 . 7,709,03317,694,046 . c Qualifying distributions from Part X11, line 4 for each year listed . . -5 8, 3 8 6, 4 7 1 4 01, 4 0 8, 5 6 3 3 81, 0 2 4, 7 3 8 4 41, 5 3 4, 8 2 2 8 11, 3 5 4, 5 9 4 . d Amounts included in line 2c not used directly for active conduct of exempt activities I I I e Qualifying distributions made directly for active conduct of exempt activities. Subtract line 2d from line 2c 58, 386, 47140, 408, 563 38, 024, 73844, 534, 822-81, 354, 594 . 3 Complete 3a, b, or c for the alternative test relied upon: a "Assets' alternative test - enter: (1) Value of all assets (2) Value of assets qualifying under section 49426)(3)(B)(i) b "Endowment" alternative test - Enter 2/3 of minimum investment return shown in Part X, line 6 for each year listed 4,414,051 .5,750,704 .5,470,379 .9,069,45124,704,585 . c "Support" alternative test - enter: (1) Total support other than gross investment income (interest, dividends, rents, payments on securities loans (section 512(a)(5)), or royalties) (2) Support from general public and 5 or more exempt organizations as provided in section 49420)(3)(B)(iii) (3) Largest amount of support from an exempt organization (4) Gross investment income Supplementary Information (Complete this part only if the organization had $5,000 or more in assets at any time during the year - see the instructions .) 1 Information Regarding Foundation Managers: a List any managers of the foundation who have contributed more than 2% of the total contributions received by the foundation before the close of any tax year (but only if they have contributed more than $5,000). (See section 507(d)(2).)

b List any managers of the foundation who own 10% or more of the stock of a corporation (or an equally large portion of the ownership of a partnership or other entity) of which the foundation has a 10% or greater interest.

2 Information Regarding Contribution, Grant, Gift, Loan, Scholarship, etc., Programs: Check here ,- F1 if the organization only makes contributions to preselected charitable organizations and does not accept unsolicited requests for funds. If the organization makes gifts, grants, etc. (see the instructions) to individuals or organizations under other conditions, complete items 2a, b, c, and d. a The name, address, and telephone number of the person to whom applications should be addressed-

CHARLES V . RAYMOND 850 THIRD AVE 13th f1r NY, NY 10043 212-559-9163 b The form in which applications should be submitted and information and materials they should include:

See attached for submission guidelines c Any submission deadlines:

NONE d Any restrictions or limitations on awards, such as by geographical areas, charitable fields, kinds of institutions, or other factors. See attached for submission guidelines Form 990- PF (2003) BCA Copyright form soltware only, 2003 Universal Tax Systems, Inc All rights reserved US990P$9 Rev 1 Form 990-PF (2003) CITIGROUP FOUNDATION 13-3781879 Pagelo Fgira M Supplementary Information (continued) 3 Grants qnd Contributions Paid During the Year or Approved for Future Payment Recipient If recipient is an Ind ividual, Foundation show any relationship to Purpose of grant or status of Amount any foundation manager contribution Name and address (home or business) or substantial contributor recipient a Paid during the year SEE ATTACHED GRANT REPORT 55,395,460 .

VOLUNTEER INCENTIVE PROGRAM GRANTS 1,039,000 .

MATCHING GIFTS PROGRAM GRANTS 890,247 .

Total It" 3a 1 57,324,707 . b Approved for future payment SEE ATTACHED MULTI-YEAR GRANTS APPROVED FOR FUTURE YEARS 12,029,350 .

Total DO- 3b 1 12 , 029, 350 . Form 990- PF (2003) BCA Copyright form software only, 2003 Universal Tax Systems . Inc All rights reserved US990P10 Rev 1 b

Form 990-PF(2003) CITIGROUP FOUNDATION 13-3781879 Pagell ~Analysis of Income- Produ ing Activities Enter gross amounts unless otherwise indicated . Unrelated business income Excluded by section 512, 513, or 514 (e) (a) (b) C) (d) Related or exempt function income Business Amount Exc Amount (See the 1 Program service revenue- code codle instructions .) a F b C d 0 f g Fees & contracts from government agencies 2 Membership dues and assessments 3 interest on savings and temporary cash investments 1,509,294 . 4 Dividends and interest from securities 5 Net rental income or (loss) from real estate. a Debt- financed property b Not debt- financed property 6 Net rental income or ooss)from personal property 7 Other investment income 23,517 . 8 Gain or Poss)from sales of assets other than inventory 9 Net income or (loss) from special events 10 Gross profit or (loss) from sales of inventory 11 Other revenue: a b C d 0 i i 12 Subtotal Add columns (b), (d), and (e) 1,532,811 . 13 Total. Add line 12, columns (b), (d), and (e) 01, 13 1,532,811 . See worksheet in line 13 instructions to verity calculations .) ;FTMAUM-11 Relationship of Activities to the Accomplishment of Exempt Purposes Une No. Explain below how each activity for which income is reported in column (e) of Part XVI- A contributed importantly to the TV I accomplishment of the organization's exempt purposes (other than by providing funds for such purposes). (See the instructions.)

Form 990- PF (2003) BCA Copyright form software only, 2003 Universal Tax Systems, Inc All righ is reserved US990pi 1 Rev 1 Form 990-PF(2003) CITIGROUP FOUNDATION 13-3781879 Page112 JjE21= information Regarding Transfers To and Transactions and Relationships With Noncharitable Exempt Organizations 1 Diii the organization directly or indirectly engage in any of the following with any other organization described in section Yes No 501 (c) of the Code (other than section 501 (c)(3) organizations) or in section 527, relating to political organizations? a Transfers from the reporting organization to a noncharitable exempt organization of: (1) Cash . . . la(l) X (2) Other assets 1 a(2) X b Other Transactions (1) Sales of assets to a noncharitable exempt organization lb(l) X (2) Purchases of assets from a noncharitable exempt organization 1 b(2) X (3) Rental of facilities, equipment, or other assets lb(3) X (4) Reimbursement arrangements . lb(4) X (5) Loans or loan guarantees . 1 5 X (6) Performance of services or membership or fundraising solicitations lb(6) X c Sharing of facilities, equipment, mailing lists, other assets, or paid employees 1c X d If the answer to any of the above is "Yes," complete the following schedule. Columqb) should always show the fair market value of th goods, other assets, or services given by the reporting organization . If the organization received less than fair market value in any transaction or sharing arrangement, show in column(d) the value of the goods, other assets, or services received .

2a Is the organization directly or indirectly affiliated with, or related to, one or more tax- exempt organizations described in section 501(c) of the Code (other than section 501 (c)(3)) or in section 527? 0 Yes 0 No b If "Yes,' complete the following schedule. (a) Name of organization (b) Type of organization (c) Description of relationship CITIGROUP RELIEF 'FUND 990PF COMMON OFFICERS CITIGROUP SCHOLARSHIP 990PF COMMON OFFICERS

Under penaltiVi perjury . I declare that I have examined this return, includi true,Xj)aect, complete Declaration of preparer (other than taxpayer or f V---11 -- N 6~ =~-Signature of"I' officer or tri(stee/~ -

2M . Preparer's6 0 ;i signature OF (L MCIL 04, (L M Firm's name (or yours CITIBANK NA if self- employed), ~850 THIRD A address, and ZIP code New York NY

BCA Copyright form software only, 2003 Universal Tax Systems, Inc Allrights Si6hedule B OMB No. 1545- 0047 (Form 990, 990- EZ, Schedule of Contributors or 990- PF) Supplementary Information for Department of th a Treasury Internal Revenue Service line 1 of Form 990, 990- EZ, and 990- PF (see Instructions) 2003 Name of organization Employer Identification number CITIGROUP FOUNDATION 13-3781879 Organization type (check one)

Fliers of : Section:

Form 990 or 990- EZ 501 (c) (enter number) organization

4947(a)(1) nonexempt charitable trustrot treated as a private foundation

527 political organization Form 990- PF 501(c)(3) exempt private foundation n 4947(a)(1) nonexempt charitable trust treated as a private foundation n 501(c)(3) taxable private foundation Check if your organization is covered by theGeneral Rule or a Special Rule. (Note: Only a section 501 (c)(7), (8), or (10) organization can check box(es) for both the General Rule and a Special Rule - see instructions.)

General Rule - Eri K4 For organizations filing Form 990, 990- EZ, or 990- PF that received, during the year, $5,000 or more (in money or property) from any one contributor (Complete Parts I and 11.)

Special Rules - For a section 501(c)(3) organization filing Form 990, or Form 990- EZ, that met the 33 1/3% support test of the regulations under sections 509(a)(11)/170(b)(11)(A)(vi) and received from any one contributor, during the year, a contribution of the greater of $5,000 or 2% of the amount on line 1 of these forms. (Complete Parts I and 11 .)

F1 For a section 501 (c)(7), (8), or (10) organization filing Form 990, or Form 990- EZ, that received from any one contributor, during the year, aggregate contributions or bequests of more than $1,000 for use exclusively for religious, charitable, scientific, literary, or educational purposes, or the prevention of cruelty to children or animals. (Complete Parts 1, 11, and III )

F1 For a section 501 (c)(7), (8), or (10) organization filing Form 990, or Form 990- EZ, that received from any one contributor, during the year, some contributions for use exclusively for religious, charitable, etc ., purposes, but these contributions did not aggregate to more than $1,000 . (If this box is checked, enter here the total contributions that were received during the year for an exclusively religious, charitable, etc., purpose . Do not complete any of the Parts unless theGeneral Rule applies to this organization because it received nonexclusively religious charitable, etc., contributions of $5,000 or more during the year.) 111. $

Caution : Organizations that are not covered by the General Rule and/or the Special Rules do not file Schedule B (Form 990, 990- EZ, or 990- PF), but thepust check the box in the heading of their Form 990, Form 990- EZ, or on line 1 of their Form 990- PF, to certify that they do not meet the filing requirements of Schedule B (Form 990, 990- EZ, or 990- PF).

For Paperwork Reduction Act Notice, see the Instructions Schedule B (Form 990, 990- EZ, or 990- PF) (2003) for Form 990 and Form 990- EZ.

BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990B $1 Rev 1 Schedule B (Form 990, 990- EZ, or 990- P e --I to --I of Part I Name of organization Employer Identification number CITIGROUP FOUNDATION 13-3781879

Contributors (See Specific Instructions .)

(a) (b) M (d) No. Name, address, and ZIP + 4 Aggregate contributions Type of contribution

1 CITIGROUP VENTURE CAPITAL LTD ss49, 920, 000 . Person Payroll 399 PARK AVENUE Noncash

(Complete Part 11 if there is anoncash contribution )

(a) (b) M (d) No. Name, address, and ZIP + 4 Aggregate contributions Type of contribution

$$ Person Payroll Noncash

(Complete Part 11 if there is a noncash contribution

(a) (b) M (d) No . Name, address, and ZIP + 4 Aggregate contributions Type of contribution

$$ Person Payroll Noncash

(Complete Part 11 if there Is a noncash contribution

(a) (b) M (d) No. Name, address, and ZIP + 4 Aggregate contributions Type of contribution

$$ Person Payroll Noncash

(Complete Part 11 if there is a noncash contribution

(a) (b) M (d) No . Name, address, and ZIP + 4 Aggregate contributions Type of contribution

$$ Person Payroll Noncash

(Complete Part 11 if there is a noncash cont rob ut ion

(a) (b) M (d) No . Name, address, and ZIP + 4 Aggregate contributions Type of contribution

$$ Person Payroll Noncash

(Complete Part 11 if there Is a noncash contribution

BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990B$2 Rev 1 Schedule B (Form 990, 990- EZ, or 990- PF) (2003) Schedule B (Form 990, 990- EZ, or 990- PF) (2003) --I to -1 of Part 11 Name of organization Employer Identification number CITIGROUP FOUNDATION 13-3781879

Noncash Property (See Specific Instructions.)

(a) M No. from (b) FMV (or estimate) (d) Part I Description of noncash propert (see Instructions) Date received

1 INTERSIL CORPORATION STOCK

W4, 000, 000 07/28/2003

(a) M No. from (b) FMV (or estimate) (d) Part I Description of noncash (see Instructions) Date received

1 -CHIPPAC STOCK

W5, 920, 000 11/03/2003

(a) M No. from (b) FMV (or estimate) (d) Part I ~ DescriDtlan of noncash (see Instructions) Date received

(a) M No. from (b) FMV (or estimate) (d) Part I Description of noncash (see Instructions) Date received

(a) M No. from (b) FMV (or estimate) (d) Part I Description of noncash property (see Instructions) Date received

(a) M No. from (b) FMV (or estimate) (d) Part I ~ DescriDtIon of noncash (see Instructions) Date received

$$ 1 Schedule B (Form 990, 990- EZ, or 99D- PF) (2003) BCA Copyright form software only, 2003 Universal Tax Systems, Inc All rights reserved US990B$3 Rev I b

SCHEDULE D OMB No. 1545- 0092 (Form 1041) Capital Gains and Losses 11 Attach to Form 1041, Form T. See the separate Instructions Departr~ent of the Treasury 5227, or Form 990- 2003 Internal Revenue Service for Form 1041 (also for Form 5227 or Form 990-T, if applicable). Name of estate or trust Employer Identification number CITIGROUP FOUNDATION 113-3781879 Note: Form 5227 filers need to completeonly Parts I and 11 K~ Short- Term Capital Gains and Losses - Assets Held One Year or Less

Gainor(Loss) (a) uescription ot property (b) Uate (c) Date sold (e) ol~ (f (g) Post- M a(~ 5 (Example, 100 shares acquired (d) Sales price Isis )for the enti In or oss) 7% preferred of -Z* Co.) (mo., day, yr.) (mo., day, yr.) (S( .,tions) (col (d)less I ?seea below) INTERSILL 07/28/200307/30/2003 23144920 .2, )00 . -855080 .1 -855080 . CHIPPAC 11/03/200311/04/2003 24594835 . 21 )00 . -1325165 .1 -1325165 .

2 Short- term capital gain or (loss) from Forms 4684, 6252, 6781, and 8824 2

3 Net short- term gain or (loss) from partnerships, S corporations, and other estates or trusts 3 4 Short- term capital loss carryover . Enter the amount, if any, from line 9 of the 2002 Capital Loss Carryover Worksheat 4 5 a Combine lines 1 through 3 in column (g) 58 -2180245 . b Not short-term gain or (loss). Combine lines 1 through 4 in column (f). Ente here and on line 14a below 10- , 5b -2180245 . 90M Long-Te m Capital Gains and Losses - Assets Held More Than One Year (a) Description of proLperty..PC (b) Date (c) Date sold (e) cost oi~ (f) Gain or (Loss) (g) Post- M (Example, 100 share7s acquired (d) Sales price other basis for the entire year qaln or 7% preferred of -Z' Cc (mo., day, yr.) (mo day, yr.) (see instructions) (col (d)lesscol (a)) 6

7 Long- term capital gain or (loss) from Forms 2439, 4684, 6252, 6781, and 8824 7 8 Net long-term gain or (loss) from partnerships, S corporations, and other estates or trusts 8 9 Capital gain distributions 9 10 Gain from Form 4797, Part 1 10 11 Long- term capital loss carryover . Enter the amount, if any, from line 14 of the 2002 Capital Loss Carryover Worksheet 11 12 Combine lines 6 through 10 in column (g) 12 13 Net long-term gain or (loss). Combine lines 6 through 11 in column (f) . Ente here and on line 15a below 13 Include in Col . (g) all gains and losses from Col. (f) from sales, exchanges, or conversions (including installment payments receivectIfter May 5, 2003. However, donot include gain attributable to unrecaptured section 1250 gain or 28% rate gain or loss (see instructions) Summary of Parts I and 11 (1) Beneficiaries' (2) Estate's (3) Total Caution : Read the instructions before completing this part (see instructions) or trust's 14 a Not short-term gain or (loss)(for the entire year 14a -2180245 . -2180245 . b(l) Net short- termgain (post- May 5, 2003 ...... jLbM b(2) Net short-term loss (post- May 5, 2003 14b(2) -2180245 .) 15 a Not long-term gain or (loss)(for the entire year 15a b Net long-term gain (post- May 5, 2003) 15b c Qualified 5- year gain 15C d Unrecaptured section 1250 gain (see the worksheet in the instructions) 15d e 28% rate gain or (loss) 15e 16 a Total net gain or (loss). Combine lines 14a and 15 lo- 16a -2180245 . -2180245 . b Combine lines 14b(2) and 15b. If zero or less, enter - 0- 16b Note: If line 16a, column (3), is a net gain, enter the gain on Form 1041, line 4. If lines 15a and 16a, column (2), are net gains, go to Part V, an do not complete Part IV. If line 16a, column (3), is a net loss, complete Part IV and theCapital Loss Carryover Worksheet as necessary For Paperwork Reduction Act Notice, see the Instructions for Form 1041 . Schedule D (Form 1041) 2003 BCA Copyright form software only, 2003 Universal Tax Systems, Inc All righ is reserved US1041D1 Rev I Form 8868 Application for Extension of Time To File an (December 2000) Exempt Organization Return OMB Nc 545 1709 DePariment of ti~e Treasury internal Revenue Service 10, File a separate application for each return

" If you are filing for an Automatic 3-Month Extension, complete only Part I and check this box lip. " If you are filing for an Additional (not automatic) 3-Month Extension, complete only Part 11 (on page 2 of this form) Note: Do not complete Part 11 unless you have already been granted an automatic 3-month extension on a previously riled Form 8868. F7M Automatic 3-Month Extension of Time-Only submit original (no copies needed) Note: Form 990-T corporations requesting an automatic 6-month extension-check this I)ox and complete Parr / only 1'. All other corporations (Including Form 990-C filers) must use Form 7004 to request an extension of time to file income tax returns Partnerships, REMICs and trusts must use Form 8736 to request an extension of time to file Form 7065 7066 or 704 7 Type or Name of Exempt Organization Employer identification number print CITIGROUP FOUNDATION 13 3781879 File b the Number, street, and room or suite no if a P 0 box clue le for see instructions f1hnt 850 THIRD AVENUE 13th. Floor e urn' 'OSee ur rInstructiom- City town or post office state and ZIP Code For a foreign address see instructions NEW YORK, NY 10043

Check type of return to be filed (file a separate application for each return) El Form 990 El Form 990-T (corporation) El Form 4720 0 Form 990-BL El Form 990-T (sec 401(a) or 408(a) trust) El Form 5227 El Form 990-EZ D Form 990-T (trust other than above) 0 Form 6069 0 Form 990-PF El Form 1041-A 0 Form 8870 " If the organization does not have an office or place of business in the United States . check this box " if this is for a Group Return, enter the organization's four digit Group Exemption Number (GEN) If this is for the whole group. check this box 10, [3 If it is for part of the group, check this box Illo- [] and attach a list with the names and EINs of all members the extension will cover A ug ust 1 5 . 1 request an automatic 3-month (6-month, for 990-T corporation) extension of time until ...... 20*4 to file the exempt organization return for the organization named above The extension is for the organizations return for Ill- 2 calendar year 200 or 10, El tax year beginning ...... , 20 . . . . and ending ...... 20 .

2 If this tax year is for less than 12 months . check reason- 0 Initial return El Final return El Change in accounting period

3a If this application is for Form 990-BL, 990-PF, 990-T, 4720, or 6069, enter the tentative tax. less any nonrefundable credits See instructions ...... $ 30656 b If this application is for Form 990-PF or 990-T, enter any refundable credits and estimated tax payments 30656 made Include any prior year overpayment allowed as a credit . . . $ c Balance Due . Subtract line 3b from line 3a Include your payment with this form or, if required deposit with FTD coupon or, if required, by using EFTPS (Electronic Federal Tax Payment System) See instructions ...... 0 Signature and Verification under penalties of perjury, I declare that I have examined this form including accompanying schedules and statements and to the best of My knowledge and neiief it is true correct and c9mplete . aV that I am authorized to prepare this form

I -271-6~ Signature - '~', Title I- Date w For Paperwork Reduction Act Notice, see instruction Cat No 27916D Form 8868 02 2000) I V 2003 Citigroup Foundation Grants

52nd Street Project Smart Partners and Teen Program $10,000 " Better Bronx for Youth Consortium Community Technology Center $2 .000 " Community of Friends Jackson Aisle Apartments Project $10,000 " Lift for Life Outreach Center Tutoring & Homework Program $10,000 " Miner Miracle General Operating Support $2,000 " Place Called Home Higher Learning Program $2,000 " J Moore Academy, WACO ISD Education Foundation Academy of Finance $3,000 Aaron Davis Hall Arts Education Outreach to Youth $10,000 Abilities Network Project Act Program $10,000 Abuelitos de Boyle Heights In-School Reading Program $2 .000 Abuse Counseling and Treatment Prevention Education Program $2,500 Abused Women's Advocacy Project Emergency Shelter $3,000 Academy of Latin Leaders in Action Community Leadership and Education Development Programs $2,000 ACCION Chicago Technical Assistance Assessment & Staff Training Program $32,000 ACCION International Latin America Regional Microfinance Project $340,000 ACCION New Mexico General Operating Support $20,000 ACCION New York General Operating Support $25,000 ACCION San Diego Microenterprise Program $20,000 ACCION Texas Community Summer Intern Program $5,000 ACCION USA USA Expansion $250,000 ACORN Baltimore Community Su mer Intern Program $5,000 ACORN Childcare Providers for Action CARE Center Project $4,000 ACRES - American Civil Rights Education Services American Civil Rights Education Services - Program Histwy $10,200 Action for a Better Community Asset Building Project $5,000 Acts of Kindness ACK Beautification Project $2,000 Ada S McKinley Community Services Technology Training for Vocational Staff Training Module $10,000 Adelante of Suffolk County Neighborhood Training Program $5,000 Adelphi Academy Project Succeed $2 .000 Adopt a Grandparent Program South Atlanta Project $2,500 Adopt-A-House Homeownership Program $7,000 Adults and Children with Learning and Developmental Disabilities Preschool Childcare Program $3,000 Advocate Good Samantan Hospital Patient and Family Support Services $4,000 Advocate South Suburban Hospital Senior Transportation Program $4,000 AEH1 - A Cueing Center Education Proqram for the Hearing Impaired $3,500 Affiliated Blind of Louisiana Training Center Low Vision Clinic for Children $5,000 Affirm Support Group for GLBTQ Youth $3,000 Affordable Housing Clearinghouse Homeownership Education, Counseling and Outreach Program $10,000 Aga Khan Foundation USA Urban Credit and Health Program - Pakistan $70,000 AHC Gates of Ballston Community Improvement Project $5,000 Aid in Dover Delaware Designs Program $7,500 AIDS Arms Success Training for Employment Preparation Program $7,500 AIDS P act Los Angeles Necessities of Life Program (NOLP) $3,500 AIDS Related Community Services HIV Prevention & Education Program $2,000 Akron Community Service Center and Urban League ASSET Program $2,000 Alabama Veterans Museum Archives Education Programs $2 .500 Alachua County Public School District Academy of Finance $3,000 Alameda Heights Outreach Foundation YouthBuild Dallas $10,000 Albany Education Foundation Mini-Grants for Teachers Program $2,000 Albany School District Academy of Finance $3,000 Albany YMCA - Capital District Saturday Night Teen Program $3,000 Aldersgate Homes Collinswood Program $15,000 Alexandria City Public Schools Academy of Finance (T C Williams H S $3,000 Alexian Brothers Health System Life Enrichment Center at the Cancer Institute $1,500 Allen A M E Housing Corp Community Summer Intern Program $5,000 Allentown Rescue Mission Emergency Shelter $2,000 Alliance for Human Services Web-based Information and Referral $20,000 Alliance for the Arts NYCKids ARTS $50,000 Alliance for West Oakland Development Community Summer Intern Program $5 .000 Alliance for West Oakland Development Mandela Transit Village Project $10.000 Alta Bates Summit Medical Center Foundation Breast Health Access for Women with Disabilities Program $2,000 Alton Memorial Hospital Community Schools Program $4,000 Alvin Ailey American Dance Theater Arts in Education Programs $70.000 Alvin Ailey Amenran Dance Theater Campaign for Ailey Program $500,000 Alzheimer's Association, South Florida Chapter To Care Until There is a Cure Programs $2,000 America Israel Cultural Foundation General Operating Support $5,000 American Ballet Theatre Young People's Ballet Workshop $20,000 American Cancer Society Preventable, Treatable, Beatable Colon Cancer $2,500 American Cancer Society Look Good Feel Better Program $3,000 American Cancer Society Tobacco Abstinence Education Program $2,500 American Cancer Society Road to Recovery Cancer Patient Transportation $2,500 Amencan Cancer Society Patient Services Programs $15,000 American Cancer Society Patient Services Programs $1,500 American Cancer Society Patient Services Programs $5,000 American Cancer Socie - Midwest Division Education and Su port Program $7,500 American Cancer Society, Heartland Division General Operating Support $3,000 American Composers Orchestra Music Factory $10,000 American Council on Education Educating All of One Nation- Diversity Conference $10,000 American Festival For The Arts Scholarship Enrichment Fund $5,000 American Folk Art Museum I Education Programs $10,000 Page 1 2003 Citigroup Foundation Grants

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Page 8 0 2003 Citigroup Foundation Grants

Business School Entrepreneurship Lecture Series and Business Plan Competition $1 Public Schools After School Tutoring Program ~bogq~enos Pro Salud Y Ambiente, Inc Community Summer Intern Program aborrojencis Pro Salud Y Ambiente, Inc Partners In Progress - Cabo Rojo Salt Flats Interpretative Center umenico para el Desarrollo Economico Comunitano Housing Needs in Municipality of Mayaguez Program d 100 Men Helping Boys Rites of Passage Program 9 for Hispanic Children & Families 2003 Long Island Latino Conference $1 ies in Schools One-on-One Case Management Program ty Access Unlimited Parent Enrichment Project y Action Mann Canal Child Care Center ty Action Partnership of Riverside Coun!y Riverside County IDA Program ty Based Services Buchanan Outdoor Living Program ty Career Development Lead Up Program $1 ty Corporation of Santa Monica Community Outreach for Affordable Homeownership Program ty Counseling & Mediation CSP Renaissance Academy ty Development Corporation of Long Island Partners In Progress - WRAP Program NeighborWorks Week - Financial Fitness, Health & Wealth Program, ty Development Corporation of Long Island Voucher HomeOwnership Program ty Development Corporation of Long Island Community Summer Intern Program ty Development Corporation of Marlboro County Financial Literacy Training $9 Affordability Project/Counseling & Education/Financial Assistance ty Development Corporation of Utah Programs $17 ty Development Technologies Center Community Buildin Education Programs $10 ty Development Venture Capital Alliance 10th Annual Conference $25 ty Development Venture Capital Alliance General Operating Support ty Family Life Services Preparing Low-income Families for Homeownership Program ty Foundation of Northeast Georgia Public School Foundation Program ty Gatepath Character and Community Spirit Program ty Health Project Website Development ty Healthcare Center Healthcare For Uninsured ty Housing Development Corporation of North Richmond Community Summer Intern Program ty Housing Development Corporation of North Richmond National PIP - Homebuyer Program tv Housina DevelODment CorDoration of North Richmond Contra Costa IDA Coalition Proaram $1

k.,ummunity nuutsiriyVVUFK5 NV1y11UU1VVV[Kb VVt:UK - nUITIVIDUYU1 CXPIUbb kAdbbUb d11U U11t;I[Ld Community Investment Corporation Community Summer Intern Program Micro-Enterprise Loan Program Technical Assistance Component Community Investment Corporation Expansion $1 Community Legal Aid Socie!y Manufactured Housing Legal Advocacy roject Community Loan Fund of New Jersey New Jersey Community Loan Fund Community Mainstreaming Associates Community Home Program Financial Understanding for Neighborhood Development and Community Map BrightHeart Academy Wealth Building Project Community Music School Introduction to Music Education Program Community Partnership for Child Development Adopt-A-Classroom Community P servation and Development Corporation Community and Technology Empowerment Program Community Resource Project Las Casitas Project Community Resources Pre-Vocational Services Expansion Community Services Agency & Development Corporation Low-Income Home Owner Rehabilitation/IDA Pilot Program Community Services Council Life Care Bank/Home Repair Service Program Community Services Department of San Bernardino County Inland Empire Individual Development Accounts Program Community Solutions for Children, Families and Individuals El Toro Youth Center Community Support Services Intense Family Support Program Community Tissue Services Education Program Community Works Hartemls Public Art and Education Program Community Works Transitional Living Program Computers For Youth Foundation Take it Home NY Program Concerned Citizens of South Central Los Angeles People Organizing for Workers Environmental Rights Program Concert Association of Florida Arts Education Outreach Program Concord Community Development Corporation Homebuyer Education and Learning Seminar Concourse House, HDFC Kids in Motion Program Conejo Hospice, Inc Caring Companions Connecticut Ballet Dance Exposure Project Connecticut Children's Medical Center Mandan Violence Prevention Program Connection for Women & Families After School Enrichment Program Connections for Community Ownership Franchise Partnership Program Connections for the Homeless Entry Point Program Conquer Fragile X Foundation Fragile X Research Project Support Conservation International Ecotounsm Program in Northern Vietnam Conservation International Community Plan Nurseries in South Africa Conservation International Seed Capital Fund - Brazil Conservation International Sustainable Entrepreneurship - Peru Consortium for Graduate Study in Management Annual Orientation and Conference Consortium for Graduate Study in Management Fellowship Support Consortium of Florida Education Foundation (CFEF) Teachers Are Heroes Program $1 Contact of Ocean County Crisis Intervention Services CONTACT USA I CONTACT Reassurance Program 000 Contra Costarrn-Valley Telecommunication Incubator General Operating Support Page 9 2003 Citigroup Foundation Grants

Page 10 1 2003 Citigroup Foundation Grants

Delaware Financial Literacy Institute Community Summer Intern Program $5,000 Delaware Housing Coalition General Operating Support $7,000 Delaware Housing Coalition Community Summer Intern Program $5,000 Delaware Housing Coalition Manufactured Housing Cooperatives $25,000 Delaware Small business Development Center General Operating Support $5,000 Delnor Hospital Healthnde Program $2,000 Denver Academy of Finance Fund Academy of Finance (South High School) $3,000 Denver Options, Inc Exploring Self-Determination Program $10,000 Desarrollo Familiar Proyecto Bienestar Project $3,000 Dewitt Reformed Church Head Start Mental Health Services Support $3,000 Dimitn House Heating System Replacement $3,000 Direct Selling Education Foundation Consumer Protection Seminars and Programs $18,000 Disability Rights Advocates, A National and International Center for the Advancement of People with Disabilities Disability Rights Advocates Legal Fellowship Program $2,000 Discipleship Outreach Ministries Career Development Program $2,000 Diversity Leadership Institute dba SISTA to SISTA SISTA Research and Resource Center $2 .000 Doing Art Together Arts Education Programs $6,000 Dolores Huerta Learning Academy After School Tutorial Program $2,000 Domestic Abuse Shelter Homes Shelter Cost $3,000 Domestic Violence Services of Cumberland & Perry Counties DVS/CP Computer and Software Purchase $1,400 Domestic Violence Shelter in Davis County Expand Outreach Services $2,500 Domestic Violence Solutions for Santa Barbara County Emergency Shelter Services $2,000 Domus Foundation Curriculum Director $4,000 Double'H'Hole in the Woods Ranch Creative Arts Program $5,000 Douglas County School District #001, Omaha Public Schools Academy of Finance $18,000 Downtown Music Productions Introduction to Orchestra Concerts for Children Program $2,000 Downtown Women's Center Health Outreach Initiative $2,000 Dr Martin Luther King Jr Boys and Girls Club of Chicago Reading Enrichment Learning Center $10,000 Dress for Success Worldwide Professional Women's Group $75,000 Druid Heights Community Development Corporation, Inc Druid Heights IDA Program $10,000 Dunbar Economic Development Corporation Florence Mills Arts and Learning Center $15,000 Dunwoody High School Academy of Finance $3,000 DuSable Museum of African American History Arts Education Programs $10,000 E+ Co Carbon Financing $50,000 EAH, Inc Drake's Way Affordable Housing Project $5,000 East Bay Asian Local Development Corporation General Operating Support $10,000 East Dallas Community School ABC Program $10,000 East Harlem Business Capital Corporation, Inc Community Summer Intern Program $5,000 East Hadern Business Capital Corporation, Inc Business Wise Seminar Series $1,500 East Harlem Employment Service The STRIVE Program $2,000 East Harlem Tutorial Program Learning Lab and Tutorial Internship Program $25,000 East Hartford Public Schools Academy of Finance $3,000 East House Corporation East House/RIT Enrichment Program $2,000 East Las Vegas Community Development Corporation Pre-Homebuyer Education Program $10,000 East Las Vegas Community Development Corporation Community Summer Intern Program $5,000 East Los Ang2les Classic Theatre Beyond Borders Literacy Through Performing Arts Program $2,000 East Los Angeles Community Corporation National PIP - Homebuyers Education & Counseling Program $25,000 East Meadow Kiwanis Foundation Summer Camp $2,000 East New York Betterment Corporation Multiple Assistance to the Elderly Program $2,000 East New York Urban Youth Corps, HDFC Kidzone Program $2,000 East Oakland Community Project Emergency Housing Program $2,000 East Palo Alto Community Alliance & Neighborhood Development Center Next Step Housing Assistance Center $10,000 East Palo Alto Community Alliance & Neighborhood Development Center Community Summer Intern Program $5,000 East Palo Alto Kids Foundation Citigroup Success Fund $10,000 East Providence Area Career & Technical Academy of Finance $3,000 East River Family Strengthening Collaborative 'Be Smart-Money Smart' program $2,000 East St John High School Academy of Finance $6,000 East Valley Family YMCA Mayfair Y - Literacy Program $6,000 Easter Seal Socie~, of Volusia & Flagler County, Inc Picture Exchange Community System $2,000 Easter Seals DuPage Family Services Program $2,000 Easter Seals Hawaii Early Intervention Program $500 Easter Seals New York Minarn De Soyza Learning Center $10,000 Easter Seals South Dakota Child Development Center $15,000 Easter Seals Southern California Easter Seals Home Select Program $10,000 Eastern Senior High School Eastern Senior High School Basketball Program $2,000 Eastern Shore Chamber of Commerce Youth Leadership Eastern Shore Youth Leadership Program $5,000 Eastlake Education Foundation Citigroup Success Fund $10,000 Eastlake Education Foundation Citiaroup Success Fund $10,000 E-Business Development Business Center $25,000 Economic Opportunity Board of Clark County Community Summer Intern Program $5,000 Economic Opportunity Board of Clark County Home Center $20,000 Eden Council for Hope & Opportunity Revolving Loan Fund Program $6,000 Eden Housing Housing Development Collaborations $15,000 Edmondson - Telford Center for Children Child Victim Services- Forensic Exam Program $2,000 Educate New Mexico Scholarships $3,500 Education Alliance of Northern Kentucky Career Crawl $3,000 Education Alliance of Northern Kentucky Banking On Your Future $6,000 Education Foundation of Palm Beach County Citibank Success Fund $25,000 Eisenhower Exchange Fellowship, Inc Multi Nation Program $30,000 El Museo del Bamo I Classroom Connections Program $15,000 El Paso Kids-N-Co jSummerCamp $2,500 Page 11 2003 Citigroup Foundation Grants

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Page 14 2003 Citigroup Foundation Grants Greater Miami LISC Entr preneurship Training Academy National PIP - Riverside/Little Havana Condominium Conversion Greater Miami Neighborhoods Demonstration Program Greater Newark Business Develooment Consortium Technical Assistance Proqram 500 Greater Ridgewood Restoration Corporation Anti-Graffiti Program 000 Greater Salem Area Habitat for Humanity Fourth Street Project 000 Greater Southwest Development Corporation National PIP- Building Neigborhood Assets 000 Greater Southwest Development Corporation Community Summer Intern Program Community Development/Graffiti Vandalism Removal/Quality of Life Greater Woodhaven Development Cog) Improvement Program Greece Central School District Academy of Finance Greece Education Foundation Literature Circles Project Greenacre Homes Greenhouse - Agricultural Program Greenbacks Bringing Hope Foundation Road to Self-Reliance Program Greenfield-Central Community School Corporation Academy of Finance Greenwich Adult Day Care Center Daycare for Impaired/isolated Adults Pro ram Greenwich Choral Society Children's Outreach Project Gregg County Division of the American Heart Association CPR in the Schools Program Greyston Foundation Family Self-Sufficiency Program $15,000 Greyston Foundation Community Summer Intern Program $5,000 Grossmont Union High School District Academy of Finance $6,000 GuadaluDe Center Educational Proaram Financial Literacv Proqram $3,000 $20,000 $10,000 Gulf Stream Council of Boy Scouts of America Learning for Life $2,500 Gwinneft Children's Shelter Food Services Program $15,000 Gwinnett Coalition for Health and Human Services Gwinneff Helpline $20,000 Gwinnett Community Clinic Clinic Supplies $13,000 Gwinneft Council for the Arts Field Trip Program $10,000 Gwinnett Hospital System Foundation Mobile Mammography Van $4,000 Gwinneft Housing Resource Partnership Home Ownership Counseling Services $10.000 Gwinnett Philharmonic Association Music to the People Enrichment Program Gwinnett Technical Institute Early Childhood Care and Education Degree Lab Gwinnett United In Drug Education Gwinneft Student Leadership Team $1 Habitat for Humanity Burlington County Habitat Build Habitat for Humanity Hemet/San Jacinto Affiliate Sixth Street Houses Program Habitat for Humanity International Habitat for Humanity London Inc /House Build Habitat for Humanity International Habitat for Humanity London Inc /House Build 100 Habitat for Humandy International Habitat for Humanity London Inc Home Build/ Canada Habitat for Humanity International Habitat for Humanity International Saint John Region / Canada Habitat for Humanity International Habitat for Humanity - Queens Inc, PEI Program Habitat for Humanity International Dover Project Habitat for Humanity International Duffenn-Caledon Habitat for Humanity - Canada Habitat for Humanity International Blitz Build - Korea Habitat for Humanity International Habitat Thailand Program Habitat for Humanity International Regional EMEA Project $1 Habitat for Humanity International Habitat Kenya Program Habitat for Humanity International Construction of 20 Habitat Homes in Abuja & Shendam LGA Habitat for Humanity International Habitat South Africa Program Habitat for Humanity International Habitat Tanzania Program $7,500 Habitat for Humanity International The Berikoy - YAY Habitat Project $20,000 Habitat for Humanity International Habitat Uganda Program $7,500 Habitat for Humanity International Kenneth Kaunda Work Project $7 .500 Habitat for Humanity International More Than Houses Campaign - United Kingdom $150,000 Habitat for Humanity International Building the World House By House Program $11,400 Habitat for Humanity International Build One House at A Time Program $10,000 Habitat for Humanity International Building Houses, Transforming Lives Program $15,000 Habitat for Humanity International Habitat El Salvador Program $10,000 Habitat for Humanity International Habitat Guatemala Program $25.000 Habitat for Humanity International Citigroup Builds Communities $1,000,000 Habitat for Humanity International Hispanic Markets Initiative $1,000,000 Habitat for Humanity of Anderson County Oak Ridge Mini-Community $3,000 Habitat for Humanity of Greater Sioux Falls Community Summer Intern Program $5.000 Habitat for Humanity of NE Georgia Build in Habersham County Habitat for Humanity of New Castle County General Operating Support Habitat for Humanity of Poplar Bluff, Missouri Habitat Build Program Habitat for Humanity San Gorgonio Pass Area A 4 Bedroom Home at 790 N Allen St Habitat for Humanity Sussex County General Operating Support Habitat for Humanity-South Dakota Community Summer Intern Program Hacienda Heights Public Library Summer Reading Program Hadley School for the Blind Independent Living Program Halifax Habitat for Humanity Habitat Build Hamilton Memorial Hospital Wellness Promotion HANAC Ravenswood NORC HANAC Partners In Progress - AstonafTnboro Senior Housing 000 Hand In Hand Camp Hand In Hand 500 Hands On Children's Museum Early Learning Programs 500 Hands On Museum General Operating Support Harbor Day Care Center Staff Training Program Hardin County Educational Service Center Project Coordinator of Hardin County Page 15 2003 Citigroup Foundation Grants

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Interfaith Council for Action General Operating Support 000 Interfaith Housing Delaware Asset Building Programs with Focus on the Latino Community 000 Interfaith Housing Development Corporation of Chicago Casa Kirk Apartments 000 Interfaith Housi tern Maryland General Operating Support Interlocking Co=: English to Speakers of the Other Languages Program International Accounting Standards Committee International Accounting Standards International Center of Photography Community Record Program International Festival of Arts & Ideas New Haven, Inc Visions & Voices program International House Scholarship Support International Youth Foundation General Operating Support International Youth Foundation Get to Know Your Money Program Interreligious Fellowship for the Homeless of Bergen County A New Leaf Program IPS Northwest High School Academy' of Finance Irving Cares Jobs Program Irving Healthcare Foundation Samaritan Fund Irving Schools Foundation Grants to Teachers Program $1 Island Coast AIDS Network Back to School and Back to Work Program Island Harvest Food Rescue Program Island Trees High School Project STARS Jackie Robinson Foundation Scholarship Program Jackie Robinson Foundation Scholarship Program $1 Jackson Heights Community Development Corp Assistance to the Jackson Heights Merchants Association S Jackson Park Hospital Community Asthma Education Program $1 Jacob A Riis Neighborhood Settlement House Education Program S Jacob's Ladder Financial Literacy Education/ Training $1 Jamaica Business Resource Center Community Summer Intern Program S Jamaica Business Resource Center Partners In Progress - One Stop Procurement Center $2 Jamaica Business Resource Center Business LINC Program $1 Jamaica Center for Arts & Learning Free After School Programs 3 Jamboree Housing Corporation Housing with Heart Program $1 Jamestown Hospital General Operating Support Japan Society Corporate Programs Japanese American Cultural and Community Center Children's Day Celebration Jason Foundation The Triangle of Prevention In-Service Training Program

Jay Heritage Center Striving for F edom - The Jay Family and Slavery Education Program $1 Jazz at Lincoln Center Essentially Ellington High School Band Competition Jeanna's Rainbow Foundation Child Life Home Care Program Jefferson County Board of Education Academy of Finance Academy of Finance (Grace King, East & West Jefferson, John Ehret, Jefferson Parish Public School L W Higgins) Jersey City Epis pal Community Development Corporation Opportunity Partners' Literacy Program Jesuit Middle School of Omaha Spanish Curriculum Jewish Community Center of Dallas Famili Arts Jewish Community Center of South Broward Ben & Dorthy Spencer Day Camp Jewish Council for Youth Services Adventure Education Program Jewish Family Service of Dallas Career & Employment Services $7 Jewish Family Services Senior Link Program Jobs for America's Graduates General Operating Support Joe DiMaggio Children's Hospital Foundation Children's Mobile Health Center John S Malcom Elementary School PTA Art Masters Program Johns Hopkins Bayview Medical Center Making Our Money Matter Program Johns Hopkins Children's Center Reach out and Read Program Johns Hopkins University Hopkins - Nanjmg Center Johnson Ci!y Boys Club General Operating Support Johnson County Court Appointed Special Advocates Child in Need of Care Program Joseph S Clark Academy of Finance Academy of Finance Juan Domingo en Accion Mothers and Young Tutors Program Juma Ventures National PIP - Juma Enterprise Center

Jump Start Coalition For Personal Financial Literacy Standards and Assessment for Personal Financial Literacy Program Junior Achievement Exchange City Junior Achievement Whole School Program Junior Achievement International Junior Achievement of Toronto & York Region/Banks in Action 7 Junior Achievement International JA Student Compnay Program Junior Achievement International Hong Kong Personal Economics Program Junior Achievement International JA Japan Student City Program Junior Achievement International Junior Achievement Sri Lanka Expansion Program Junior Achievement International Get to Know Your Money Program Junior Achievement International Citibank School Chanty Program Junior Achievement International Program Expansion in Kenya Junior Achievement International Banks in Action Program Junior Achievement International General Operating Support for JA Europe Junior Achievement International Young Enterprise Project $12,500 Junior Achievement International Flemish Young Enterprise - Small Business Projects $25,000 Junior Achievement International Young Enterprise - Denmark $7,500 Junior Achievement International Personal Economics Program 225,000 Junior Achievement International General Operating Support $15,000 Junior Achievement International Personal Finance and Student Company Programs $25,000 Junior Achievement International International Marketplace Program $10.000 Junior Achievement International I Personal Finance Program Page 18 1 2003 Citigroup Foundation Grants

Junior Achievement International Company Program Young Enterprise Scotland- National and Regional Entrepreneurship Junior Achievement International Conferences ~-u-niorAchjevement international Banks in Action Latin AFnenca Regional Competition Junior Achievement Rio Grande do Sul for National Expansion of Ba Junior Achievement International In Action in Brazil Junior Achievement International Banks In Action Program 000 Junior Achievement International Banks in Action Program and JA Expansion in Cali and Medellin Junior Achievement International Enterprise in Action Program Junior Achievement International Banks in Action Program Junior Achievement International JA Ecuador - Banks in Action Program Junior Achievement International Junior Achievement of El Salvador - JA Company Program Junior Achievement International Honduras Banks in Action and Entrepreneurship Program $1 Junior Achievement International General Operating Support Banks in Action, Management and Economic Simulation and Exercise Junior Achievement International Programs Junior Achievement International Banks In Action Program $1 Junior Achievement International CAPS and MESE Programs $2 Junior Achievement of Barks County Success Skills Program 3 Junior Achievement of Central Maryland, Inc Exchange City Program $1 Junior Achievement of Dallas Elementary School Programs Junior Achievement of Delaware General Operating Support Junior Achievement of East Central Iowa Junior Achievement Personal Economics Junior Achievement of Memphis and the Mid-South North Memphis Project $1 Junior Achievement of Middle America Whole School Proaram Junior Achievement of Mississippi Valley Free Enterprise Center Junior Achievement of New Mexico General Operating Support Junior Achievement of New York Financial Literacy Programming Junior Achievement of Silicon Valley & Monterey Bay JA Elementary Program Junior Achievement of South Dakota General Operating Support $1 Junior Achievement of South Florida Personal Finance Program Junior Achievement of South Texas USTA College of Business Partnership Program Junior Achievement of Southern California Workforce Readiness in San Fernando Valley Program Junior Achievement of Southwest New England Junior Achievement Financial Literacy Program Junior Achievement of Southwestern Connecticut Elementary School Program Junior Achievement of the Bay Area Preparing Richmond's Youth for Success Program Junior Achievement of the Bay Area General Operating Support $1 Junior Achievement of the Bluegrass, Inc Classroom Materials Junior Achievement of Volusia Counly Personal Economics program Junior Achievement of Western Massachusetts Prog ms at Mt Carmel School Junior Achievement of Wichita, Inc JA of Wichita Expansion of Programs Junior Achievement Southeast Texas Exchange City Junior Achievement. Inc Rocky Mountain Whole School Program $1 Junior Golf and Academics of America Academic Excellence 2003 and Beyond Program Junior League of Baton Rouge Camp Ready to Read Junior League of Oakland-East Bay Super Stars Literacy Program Junior Players Guild Arts Education Summer program Justice for All in Broward The Education Reformation Project Juvenile Diabetes Research Foundation Research and Education Juvenile Diabetes Research Foundation Find A Cure Juvenile Diabetes Research Foundation General Operating Support Juvenile Diabetes Research Foundation, Illinois (Greater Chicago) Chapter General Operating Support Juvenile Services Program Van Purchase Ka Lima 0 Maui Van Purchase $1 Kairos Outside of Southern California General Operating Support Kalamazoo Institute of the Arts High School Initiative in the Visual Arts Kaleida Health 7th Annual Camping Together Weekend Kanawha County Board of Education Academy of Finance (Riverside H S Kartika Soekamo Foundation for Indonesian Children School Improvement Program Kenmore East High School Scholarship Program Key Biscayne Community School PTA Science Outreach Program Kick Start Karate After-School Program $1 Kids For Health General Opera ing Support Kids in Crisis Safe Haven for Kids Kids in Distress 'KITES'Program Kids Inc of The Big Bend School Readiness Express Program Kilian Community College Helping Hand Project Kimochi Kimochi Home KIND Program, Inc Computer Program Kinder Key of Children's Hospital General Operating Support King Manor Association of L I Cataloguing & Conservation Study of the King Family Collections Kings Bay YM-YWHA Sunday Outings for Russian Emigre Children with Special Needs Kingsbndge Heights Community Center Kingsbridge Child Care Network Program Kingsport Chamber Foundation Boundless Playground Kips Bay Boys and Girls Club Mindpower 2003 Program Knoxville Area Rescue Ministries, Inc Food & Supplies Program Knoxville Habitat for Humanity Habitat House Kosciuszko Foundation Chopin in New York Highlights from the Chopin Collection in Paris Krisb House Play Therap&Tgram $1 L A Family Housing Community Summer Interin Program L A Family Housing Homeownership Education Program Page 19 2003 Citigroup Foundation Grants

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Logan Community Resources LOGAN Criminal Justice Project $2,000 Logan Fire Department 'Freddie the Fire Truck'Safety Books $2,500 Lompoc Housing Assistance Corporation Community Summer Intern Program $5,000 Lompoc Housing Assistance Corporation G & College Family Apartments Project $5,000 Long Beach Symbhony Association Music Education and Outreach Programs $5,000 Long Beach Unified School District Academy of Finance (Cabrillo H S ) $3,000 Long Beach Unified School District - Millikan H S Millikan High School Algebra AB Program $2,000 Long Island Alzheimers Foundation Bridges Program $10,000 Long Island Aquarium Capital Campaign $50,000 Long Island Arts Council at Freeport High 5 Long Island Program $15,000 Long Island Association for AIDS Care HIV Youth Prevention Initiative $5 .000 Long Island Campaign for Affordable Rental Housing Rental Housing Program $5,000 Long Island Cares New Paths to Achievement Program $5,000 Long Island City Business Development Corporation Manufacturer Retention Project $7,500 Long Island City Business Development Corporation Community Summer Intern Program $5,000 Long Island Council of Churches Social Service Programs $2,000 Long Island Development Corporation Procurement Technical Assistance Program $15,000 Partners In Progress - Long Island Small Business Assistance Long Island Development Corporation Corporation $25,000 Long Island Fund for Women & Girls Blueprint for Gender Equity in Education K-1 2 Program $2,000 Long Island Housing Partnership Partners In Progress - Partnership for New Homes Program $25,000 Long Island Housing Partnership Community Summer Intern Program $5,000 Long Island Infant Developmental Program The Educational Benefits of Early Help Program $2,000 Long Island University Performing Arts Complex $100,000

Long Island Works Coalition 'Do You Want Your Children Living at Home Forever?' Parent Booklets $2,000 Los Angeles Area Council, Boy Scouts of America Urban Emphasis Program $2,000 Los Angeles Area Council, Boy Scouts of America Learning for Life Program $2,000 Los Angeles Community Design Center Community Summer Intern Program $5,000 Los Angeles Community Design Center Housing Production $125,000 Los Angeles County Museum of Arts After School at the Museum Program $10,000 Los Angeles Development and Relief Agency After School Tutoring Program $2,000 Los Angeles Music & Art School Summer Arts Enrichment Program $2,000

Los Angeles Neighborhood Housing Services NeighborWorks Week - General Support for Homeownership Programs $20,000 Los Angeles Operation Hope Banking on Our Future Program $250,000 Los Angeles Philharmonic Association Symphonies for Schools $25,000 Louisiana Child Caring Foundation, Inc Safety Handbooks $1,500 Low Income Investment Fund General Operating Support $100,000 Volunteer Income Tax Assistance & Earned Income Tax Credit Lower East Side People's Federal Credit Union Education $10,000 Lower East Side Tenement Museum Educational Programming $10.000 Lower Manhattan Cultural Council Urban Video Project $10,000 Lucha Contra El Sida Vivero Un Grano De Mostaza $3,000 Lucha Contra El Sida Haciendas de Coto Laurel - Homebuyers Counseling Program $13,000 Lutheran Home and Services It's Never 2 Late Program $2,000 Lyme Academy College of Fine Arts Young Artists Workshop/ArtReach Scholarship $1,500 Madison-Morgan Cultural Center Children's Programming $2,000 Magnet Educational Choice Association Inc KAPOW Programs $5,000 Magnet Educational Choice Association Inc KAPOW Programs $5,000 Magnet Educational Choice Association Inc KAPOW Programs $5,000 Magnet Educational Choice Association Inc KAPOW Programs $5,000 Magnet Educational Choice Association Inc Academy of Finance $12,000 Main Street Delaware City Main Street Program - Small Business Technical Assistance $2,000 Main Street Players Arts Education Program $10,000 Make A Wish Foundation of Georgia and Alabama General Operating Support $5,000 Make A Wish Foundation of New Jersey Wish Granting Program $2,500 Make the Road by Walking Neighborhood Environmental Improvement Project $2,000 Make-A-Wish Foundation of Nebraska Johnathon's Wish Program $4,000 Make-A-Wish Foundation of South Central Pennsylvania Wish Granting Program $1,000 Making Opportunities for Upgrading Schools & Education MOUSE Squad Program $50,000 Making Opportunities for Upgrading Schools & Education Mouse Squads Program $37,000 Male Advocacy Network Male Health Library $2,000 Managment Leadership for Tomorrow MBA Preparation Program $50,000 Manasquan High School Academy of Finance $3,000 Manchester Boys Club Staying Cool After School Program $5,000 Manhattan Plaza Foundation Hell's Kitchen Portraits of the Neighborhood Program $3,000 Manhattan Theatre Club Arts Education Program $20,000 Manhattan Valley Development Corp Development Manager $20,000 Manhattan Youth Recreation and Resources Art Shack on Pier 25 $10,000 Manna, Inc National PIP - General Operating Support $25,000 NeighborWorks Week - General Support for MANNA's Condominium Manna, Inc Program $20,000 Many Mansions Community Summer Intern Program $5,000 Many Mansions Homework and Literacy Program $6.000 March of Dimes General Operating Support $10.000 March of Dimes Birth Defects Prenatal Education Program $7 .500 Marcus Foster Educational Institute Citigroup Success Fund $10,000 Marcus Foster Educational Institute Citigroup Success Fund $10,000 Marcus Institute I MILAGRO Eadv Intervention Proqram $2,500

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Center for Business and Careers 0~eI'l Countryy School District Education Foundation Robotics and Planetarium Programs MZ d- ~M Jewish Community Center Summer Camp Financial Aid for Needy Famili Mid-Peninsula Education Center Peer Tutoring Program Mid-Peninsula 1-16using Coalition Community Summer Intern Program Mid-Peninsula Housing Coalition Los Lomas Project Midwood Development Corporation Housing Assistance Program Mighty Mutts Spay/Neuter Program Mill Valley Schools Community Foundation - Kiddol Reading and Math Assistance Program Millington Family YMCA Teen After-School Program Milwaukee Public Schools Academy of Fi ance Mission Community Financial Assistance-Youth Credit Union San Francisco Youth Credit Union Program Mission Economic Development Association MEDA Homeownership Program - Mission Economic Development Association National PIP - Business Technical Assistance Mission Hospital Regional Medical Center Camino Health Center Mission of Deeds, Inc Beds & Cribs for Kids Campaign Missoula Civic Symphony Association Youth Concerts Missouri Baptist Healthcare Foundation Prenatal Program Missouri Colleges Fund Citigroup Teachers Excellence Scholarship P Missouri Repertory Theatre Shakesoeare in the Winas Monmouth Day Care Center $1 Monroe Community College Child Care Center $2 Montana Council on Economic Education Stock Market Game $1C Integration of California High School Math Standards with the Regional Occupational Program Curriculum unty Public Schools Academy of Finance using Partnership National PIP - Great Hope Homes using Partnership Community Summer Intern Program iltiple Sclerosis Center, Inc Facilitator School Academy of Finance )a Foundation Digital Video Equipment Purchase tirement and Health Services Daily Money Management Program Post Grad Program Mosholu Montefiore Community Center New ODtions Procirarn Mount Marty College Mt Pleasant High School Academy of Finance Multi-ethnic Education and Economic Development CentE Business Assistance Center Multnomah District Number 7 Academy of Finance Munson Williams Proctor Institute ArtReach Summer Program Museo de Arte de Puerto Rico Familiarte Program $1 Museum of Art and Design Craft Discovery Program 3 Museum of Chinese in the Americas Classroom Museum Learning Kits $1 Museum of Contemporary Art (MOCA) Teen Programs In Contemporary Art Museum of Science and Industry Black Creativity Program Museum of the City of New York Neighborhood Explorers Program Museum of Tolerance Findina our Families . Findina Ourselves Music Before 1800 Music Outreach Mutual Housing Association of Southwestern Connecticut National PIP - MHA Homeownership Iniliative Phase 11 Mutual Housing Association of Southwestern Connecticut Community Summer Intern Program My Own Business, Inc Website Project

My Sisters Place, Inc School-based Domestic Violence Education & Prevention Myrtle Avenue Revitalization Project LOC Community Summer Intern Program Myrtle Avenue Revitalization Project LOC Storefront Immovements Proaram Mystic Art Association N E W Curative Rehabilitation Center Brain Injury Program Nana's Children Mental Health Foundation Free Therapy Program Fifth Grade Concert and Curriculum Prog Transitional Living Home Nashville Area Habitat for Humanity Rainwood Building Project Nassau County Museum of Art Art Partners Program NATHA (Neighbors Acting Together Helping All) Environment Awareness Program National Academy Foundation UK Career Academy Foundation - United 750 National Academy Foundation UK Career Academy - General Operating National Academy Foundation Citigroup Academy of Finance Scholarshi National Academy Foundation General ODeratino Suooort $1 .1 National Academy Foundation National Adoption Center Adoption Learning Center National Aquarium in Baltimore Outreach Education Program National Association of Child Care Resource & Referral Agencies Daily Parent Newsletter National Association of Elementary School Principals Overseas Schools Advisory Council (OSAC) National Black MBA Association National Student Case Competition National Board of the Young Women's Christian Association of the U S A Little Sisters in Kids' Connection After School Prog National Breast Cancer Foundation Breast Cancer CD's and Brochures National Center on Povertv Law Financial Links for Low-Income People Program $10,000 Community Summer Intern Program $5,000 National Coalition for Asian Pacific American Community Summer Intern Program $5,000 National Coalition for Asian Pacific American The Dollars and Sense Financial Literacv Education $50,000 $50.000

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National Community Reinvestment Coalition Financial Education- Train the Trainer Program National Council df Asian American Business Associations Community Summer Intern Program National Council on Agricultural Life & Labor Research Fund Homeownership Counseling Program National Council on Economic Education General Operating Support National Dance 16stitute School Partnership Program National Democratic Institute NGO Management Certificate Training Program National Development Council Training and Technical Assistance National Exchange for Urban Leadership JEWEL Program National Farrn Workers Service Center Community Assessment for Comunicad 16 Septiembre Site Project $1 National Foundation for Teaching Entrepreneurship Black Enterprise's Teenpreneur BizCamp National Fund for Enterprise Development General Operations National Housing Institute Research and Educational Activities for Shelterforce National Jewish Medical and Research Center Stanley Kunsberg School for Chronically III Children $1 National Kidney Foundation of South & Central Texas, Inc Camp Reynal National Multiple Sclerosis Society Kids Camp National Multiple Sclerosis Society MS Next Step National Multiple Sclerosis Society Mid Atlantic Chapter Carowinds Day National Organization on Disability General Operating Support $1 National Puerto Rican Coalition, Inc Homeownership Education Initiative National Results Council General Operating Support National Science Center Start-ab Teacher Training Program National Society of Hispanic MBAs Scholarships National Training and Information Center Developing Community Leaders Program National Urban League, Inc Finanacial Education Programs Nation's Capital Child and Family Development IDA Program Natural Resources Defense Council General Operating Support NCB Development Corporation Technical Assistance Project for Charter School Facilities Near Northwest Neighborhood Network Humboldt Park Redevelopment Project Near Northwest Neighborhood Network National PIP - Homeownership Training Nebraska Children's Home Society Adoption University High School Curriculum Nehemiah Gateway Community Development Corporation Providers in Practice Program Nehemiah Gateway Community Development Corporation Earn Income Tax Credit Carnpaign/IDA Campaign Nehemiah Gateway Community Development Corporation Community Summer Intern Program Neighborhood Boys & Gids Club (NBGC) Upgrade of Computer Room Neighborhood Centers, Inc Urban Trailblazers Neighborhood Coalition for Shelter Inc Emporium Online Neighborhood House Housing Counseling Program Neighborhood Housing Services of Baltimore, Inc Homebuyer Preparation/Financial Education Program Neighborhood Housing Services of Chicago Community Summer Intern Program Neighborhood Housing Services of Chicago NeighborWorks Week - Home Ownership Preservation Initiative Neighborhood Housing Services of Chicago National PIP - Back of the Yards Program Neighborhood Housing Services of Jamaica NeighborWorks Week - Housing Counselor /Affordable Housing Neighborhood Housing Services of Jamaica Partners In Progress - Queens Home Maintenance Training Neighborhood Housing Services of New York City Financial Education Programs NeighborWorks Week - Homeownership and Affordable Housing Neighborhood Housing Services of Orange County Program Neighborhood Housing Services of Orange County Community Summer Intern Program NeighborWorks Week - Financial Literacy and Homeownership Neighborhood Housing Services of Rochester Education Project Neighborhood Housing Services of San Antonio Homebuyer Counseling $1 Neighborhood Housing Services of Silicon Valley NeighborWorks Week - HomeOwnership Center Neighborhood Housing Services of the Inland Empire Community Summer Intern Program NeighborWorks Week - Spanish Homeownership Opportunity Program Neighborhood Housing Services of the Inland Empire (SHOP) Neighborhood Partnership Housing Services NeighborWorks Homeownership Center Neighborhood Reinvestment Corporation Homebuyer Education raining $1 Neighbors Helping Neighbors, Inc Community Summer Intern Program From Corporation to Community, Building a Network for Change Net Impact Program Nevada Business Services NBSI Year Round Youth Program Nevada Fair Housing Center Don't Borrow Trouble Program Nevada Fair Housing Center Community Summer Intern Program Nevada H A N D Community Summer Intern Program Nevada H A N D Residential Services Department Nevada MicroEnterpnse Initiative (NMI) Community Summer Intern Program Nevada State Education Association/Reach for the Stars Scholarship Citigroup Success Fund Nevada Women's Fund Women's in Business Scholarship Pro ram New Bridges Services, Inc Operation SAIL New Day Children's Center Child Enrichment Programs New Destiny Housing Corporation Project Superwoman $1 New Destiny Housing Corporation HousingLink Program S New Directions Community-Based Research Institute Discover Your Community Program $1 New Economics for Women Community Summer Intern Program New Economics for Women National PIP - Homeownership Program New England Deaconess Association Technology Lab New Ground Homeward Bound @ New Ground Financial Education Program New Haven Public Schools Academy of Finance New Horizons Family Center After-School Tutoring Program (Computer & Educational Software) New Hyde Park Memorial High School Academy of Finance 000 New Israel Fund Kedma School 000 1 New Jersey Community Development Corporation IDA Program Page 24 2003 Citigroup Foundation Grants

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Page 27 I 1 2003 Citigroup Foundation Grants Project Renewal Next Step Employment Program Project Return Clinical Care Program Project YES, Inc Dialogue for Action Workshop Providence House Homeless Program Providence-St MbI School Intervention Program Proyecto Pastoral at Dolores Mission Dolores Mission Health Cabinet Proyecto Pastoral at Dolores Mission Child Development Professional Training Program Public Education Partners Great Leaps Reading Program $2,500 Public Hospital of the Town of Salem Wound Management Certification Course $2,000 Puente Learning Center High School Tutorial Program 10 .000 Quail Unlimited Youth Camps Queens College Foundation Colden Center for the Performing Arts Revelations Program Queens County Overall Economic Development Corporation Community Summer Intern Program Queens County Overall Economic Development Corporation The Entrepreneurial and Micro-Enterprise Development Center Queens Theatre in the Park Theatre Arts Workshops 10 Queensborough Community College Professional Performing Art Center Q-PAC Multi-ethnic Performance Arts Series $2 R 0 C K Ride on Center for Kids Rodeo Stars Program $6 Rainbow Hospice Grief in School Prgram $2 Rainbow Services, Inc Children's Activity Program Rainbow Village Transitional Housing Program Rainbow/Push Coalition One Thousand Churches Connected Cocoa Production and Market Access for Coffee - Ecuador and El Rainforest Alliance Salvador Randolph County Association for Retarded Citizens CampASCCA Ravinia Festival Association Community Outreach and Education Programs Raymond F Kravis Center for the Performing Arts S*T*A*R Series and Kravis on the Road Programs Raza Development Fund Citigroup/NCLR Partnership Raza Development Fund Citigroup/NCLR Partnership REACH Prep Mentonng Network Read Aloud West Virginia, Inc Food for Thought Program Reading is Fundamental of Austin St Elmo Elementary School Program Rebuilding Together General Operating Support Rebuilding Together Valley of the Sun, Inc Adopt A House Rebuilding Together with Christmas in April Rebuilding Day Program Rebuilding Together with Christmas in April - Wilmington General Operating Support Rebuilding Together, Long Island Free Home Repair Program Redlands Educational Partnership Foundation Enrichment Plus for the Arts Program $10 Redlands Symphony Association Redlands Symphony In School Education Program $10 Redwood Empire Food Bank Food Assistance Program for Low-Income Seniors $2 Regional Family YMCA Discovery Time Childcare $3 Rehabilitation Center Multisensory Environment $5 Renaissance Entrepreneurship Center Bavview Business Resource Center - Technoloqv Center $50 $1

D Repertono Espanol $10 Rescue Mission Alliance of Syracuse Desks-Cross Roads Program Research and Education Project of Long Island Suffolk County Affordable Housing Campaign Research Foundation of the City University of New York Project Stretch Resource Alliance Resource Mobilization Workshop Resource Alliance Non Profit Awards Program Resources for Community Development General Operating Support Respite Care of San Antonio In Home Respite Care Reston Children's Center Indoor & Outdoor Play Equipment $2 Results Education Fund Microcredit Summit Campaign $50 Results Education Fund Palli Karama-Sahayak Foundation/Asia Microcredit Summit $25 Retired and Senior Volunteer Program General Operating Support Reverend Linnefte C Williamson Memorial Park Association Art and the Gardens Rhea Family YMCA Strong Communities Agenda/Scholarships Program Richland County School District One Academy of Finance Richmond-Perrine Optimist Club Richmond-Perrine Optimist Club Athletics Program Ridgewood Bushwick Senior Citizens Council Bushwick Gardens Development Project Rising Stars The Youth at Risk Community Clinic S nes Riverside Educational Enrichment Foundation Citigroup Success Fund $20 Robert Pierre Johnson Housing Development Corporation Hearts and Hammers Program $3 Robert W Woodruff Arts Center General Operating Support $50 Robert W Woodruff Arts Center General Operating Support $1 Robert W Woodruff Arts Center General Operating Support Robert W Woodruff Arts Center General Operating Support Rochdale Village Social Services Youth Council Rochester City School District Academy of Finance at Benjamin Franklin High School $3 Rochester City School District Academy of Finance - East High School Citigroup Endowed Scholarship Fund at National Technical Institute for Rochester Institute of Technology the Deaf Rockaway Development and Revitalization Corp Far Rockaway Shopping Mail Project Rockaway Development and Revitalization Corp Partners In Progress - R D R C Office Building Rockland County YMCA Healthy Alternative for Children Program Ronald McDonald House General Operating Support $1 Ronald McDonald House Charities of Hawaii Share-A-Stay Program Ronald McDonald House Charities of Southern CA Camperships Ronald McDonald House of Ann Arbor Share a Night Page 28 2003 Citigroup Foundation Grants

Ronald McDonald House of Long Branch, NJ Computers Ronald Mc onald House of Southern New Jersey, Inc Family Network Center 500 Ronald McDonald House of the Red River Valley 2417 Program 000 Room to Grow New York , Research Project Rosalind and Jos~ph Gurwin Jewish Geriatric Center Multi Dimensional Therapeutic Research Pro( Roseland Training Center Parent & Child Educational Tutoring Program Rotacare General Operating Support Roundabout Theatre Company Page to Stage Program $1 Row As One Institute, Inc G-Row Boston 3 Royal Independent School District Scholarships/Staff Development $1 Rural Opportunities Housing Corporation of Ohio Money Management Program Rural Opportunities, Inc Loan Loss Reserve Program Rural Opportunities, Inc Community Summer Intern Program Ruth P Eason School Disabled Cheedeading Squad Rutherford County Habitat for Humanity Affordable Housing S L E Foundation, Inc New York City Lupus Cooperative Sacramento Chinese Community Service Center Youth Employment Program $4 Sacramento City Educational Foundation ArtsBridge Program $4 Sacramento Home Loan Counseling Center Within Reach Program $10 Sacramento Neighborhood Housing Services Communitv Summer Intern Program

OdUdIlItHRU ivuiyriuumuuu nuubmy ouivmdb 1'ft;1y11UU1VVU1Kb VVt$t;K - nU[T1UUW[1t$[b1UP %,tj11Lt:11CUUL;dL Sacramento Public Library Community Learning Center Sacramento Regional Foundation Citigroup Success Fund Program Sacred Heart Community Service Louise's Pantry Service Saddleback Health Foundation Women and Children's Services Safe Harbor, Inc Emergency Shelter Safe Streets Campaign Youth Leading Change Program Saginaw Habitat for Humanity Habitat Blitz 2003 Saint Alban's Episcopal Church Music at Saint Alban's Program Saint Anthony's Health Center - Good Samaritan Clinic Diabetes Treatment Center Saint Joseph Ballet 2003-2004 Academic Services & College Scholarships Saint Joseph's Mercy Foundation Mercy Clinic North Program Saint Joseph's Mercy Foundation Mercy Clinic North Program $1 Saint Joseph's Mercy Foundation Mercy Clinic North Program Saint Joseph's Mercy Foundation Mercy Clinic North Program Saint Mary's College High School Saint La Salle Scholars Program Saint Peter & Paul Church Food Bag Distribution Program Saint Peters University Hospital SIDS Center of NJ Sally Kate Winters Memorial Children's Home Technology Initiative Program Salt Lake Neighborhood Housing Services Affordable Housing Development Program Salvadoran American Leadership & Educational Fund 'Fulfilling Our Dreams' Scholarship Fund Salvation Army Clark County Command Salvation Army Youth Service Organization (SAYSO) Sam and Rose Stein Institute for Research on Aging Student Investigator Awards Samaritan House IDA and Project Wee Care Samaritan Ministnes Soup Kitchen/ Proiect Cornerstone Samaritan Ministries Soup Kitchen Operations Sammons Center for the Arts Jazz Youth Orchestra San Agustin Del Coqui Hacia la vida Independienti San Agustin Del Coqui Teenage Pregnancy Program San Antonio Food Bank Operation Front Line Nutrition Education and Outreach $10 San Antonio Food Bank Kids Cafe $9 San Antonio Housing Trust Better Jobs, Training and Intervention Counseling Prog $10

San Antonio Independent School District - J T Brackenridge Elementary School Citibank's Friends Reading Together Program $12 San Antonio Independent School District - Sidney Lanier Magnet School International Business and Banking Program $10 San Antonio Independent School District (SAISD) Sarah King Elementary Citibank's Friends Reading Together Program $12 San Antonio Independent School District- Barkely-Ruiz Elementary School Citibank's Friends Reading Together Program $12 San Antonio Public Library Foundation Born to Read Program $10 San Antonio Sports Foundation Smith Barney STAR Program San Antonio Symphony Young People's Concerts Series San Diego City - County Reinvestment Task Force San Diego Capital Collaborative San Diego City Schools Academy of Finance San Diego Foundation Citigroup Success Fund San Diego Foundation Citigroup Success Fund San Diego Home Loan Counseling & Education Center Homebuyer Education ~nd Credit Counseling Program $1 San Diego Interfaith Housing Foundation Employment Training and Education Program San Diego Opera Association Operation Opera Program San Diego Police Foundation Spanish Language Program San Diego Regional Chamber of Commerce Foundation Best Practices Project San Diego Symphony 'Classics for the Very Young' Program San Francisco Arts Education Project Artist Residencies Basic Affordable Housing and Community Development San Francisco Bay Area Local Initiatives Support Corporation Institute Program $1 San Francisco Earned Assets Resource Network Community Summer Intern Program San Francisco Earned Assets Resource Network National PIP - EARN's IDA Program San Francisco Education Fund Citigroup Success Fund San Francisco Food Bank Food Distribution Program San Francisco Housing Development Corporation Community Summer Intern Program San Francisco Housing Development Corporation 4400 BlockThird Street Predevelopment Project 79an Francisco Senior Center Homecoming Services Program Page 29 2003 Citigroup Foundation Grants

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United Way International Family and Children's Services of the Waterloo Region $8,500 United Way International The Children's Hospital Foundation - Humor Therapy P $16.000 United Way International Children's Health Foundation - London Learning Clinic - United Way International La Maison Emmanuel - Montreal, Canada

United Way International Cancer Care Manitoba Foundation Inc - Pediatric Onco United Way International Beginnings Preschool Inc Program 500 United Way International Boys and Girls Club of Yorkton, Inc After School Progr United Way International London Children's Connection - I'm Home Program United Way International !Distress Centre Peel $1

United Way International ...... --y -.1- 1-' W1, -V w-, upp- i- I U-1I I $17 Big Brothers Big Sisters of Peel / Group Program - PEAKS/PALS - United Way International Canada United Way International Kids Eat Smart Foundation United Wav International Exploit's Valley High School / Student Business Center Charlotte County Boys and Girls Club Inc / Summer Camp Experiential Field Trips - Canada International Saskatoon Interval House - Building Healthy Futures Program $7.300 Donald C Jamieson Academy - Jamieson Academy Cares Foundation International Breakfast Program - Canada Project S H A R E / EmeTency Food and Housing - Canada Ontario March of Dimes / Early Years Intervention Conductive Education Program - Canada United Way International Camp TnIlium - Camp for Kids with Cancer - Canada United Way International Big Brothers Big Sisters of Peel - Mentoring Project United Way International St Joseph's School $3,500 United Way International Maggie's Place A Resource for Families $3,000 United Way International The Jean Tweed Centre 17,600 United Way International London Goodwill/Van Purchase 15,000 United Way International Frontier College - Beat the Street 13 .000

United Way International Volunteer Centre of GuelphfWellington - Student Outreach Program United Way International Horizons for Youth United Way International Portage Neighborhood Connections - Breakfast Program United Way International Haven Society United Way International Easter Seals Society United Way International Big Brothers & Big Sisters of Yukon - Children's Camp $1 United Way International Penticton Early Childhood Centre Big Brothers Big Sisters of Abbotsford Mission Ridge Meadows - United Way International Literacy Mentoring Program

United Way International Canadian Chapter Batten Disease Support and Research Association United Way International Community Scholarship Program Association for Persons with Physical Disabilities of Windsor & Essex - United Way International Social Recreation Program United Way International Strategic Planning Study $1 United Way International General Operating Support United Way International 2004 World Assembly Program United Way International Citigroup Microfinance Institute United Way International Ardoch Youth Foundation/Action-School-Based Support Projects The YWCA of Sydney - Common Cents Financial Education Program - United Way International Australia Even Start Program - Australia 0 United Way International (YWCA of Sydney) United Way International YWCA-Common Cents Financial Education Program $17 United Wav International Even Start Program Working for a Better Life/Child to Child Approach, Bangladesh Chinese People's Association for Friendship with Foreign Countnes/Market Economy-WTO Institute United Way International China National Symphony Orchestra United Way International Citigroup China-U S Friendship Libraries Project $50,000 United Way International Hong Kong University Business School Case Competition $100,000 Hong Kong Institute of Vocational Education - Personal Finance United Way International Program $20.000 United Way International Akanksha Foundation - Sponsor a School Program Akshara Foundation - Universal Primary Education in Bangalore United Way International Program United Way International Pratham India Education Initiative United Way International Joyful Union United Way International National YWCA of Korea - Financial Academy - Korea 750 United Way International Ewha Women's University/Global Finance Academy - Korea United Way International YWCAtKorea Women's Learship Awards United Way International Seoul Youth Facto!y. for Alternative Culture United Way International ThA I Pnminn .4;nrip.tv - .qtnr.k r.hnllpnnn Pmnrnm in Mninvcin

United Way International itsian Invention and Design Society - The Magic of Money Pro! United Way International Can Trust finance Council of the /Citibank Microentrepreneur United Wav International

Page 36 I 1 2003 Citigroup Foundation Grants

United Way International Philippine Business for Social Progress - Desks and Chairs for Schools $15,00000 United Way International FINEX/ Junior Banker's Congress $23,00000 United Way International Sa Aklat Sisikat Foundation - Citigroup Success Fund $50,00000 Philippine Business for Social Progress - Citibank Centers for Computer United Way International Education $30,00000 United Way International Kythe Child Life Program $12,00000 United Way International Citigroup Learning Resource Centers $10,00000 United Way International Knowledge Channel Foundation - Cable A School Program $24,00000 United Way International Education Through Multi-Media Program $10,00000 United Way International The Learning Society- Magic of Money Program $86,20000 United Way International The Learning Society /Citibank Ideas in Action Program $100,00000 United Way International YMCA Singapore - CitiYouth for Causes $120,00000 United Way International Foundations in Finance Program $100,00000

United Way International National Teachers Association, R 0 C Taiwan, Citigroup Success Fund $100,00000

United Way International United Way Foundation/Helping Youths Helping Others Competition $70,00000 United Way International Taipei Women's Rescue Foundation - Dollars and Sense Program $100,00000

United Way International National Council on Social Welfare of Thailand/Citigroup Success Fund $15,00000 National Council on Social Welfare of Thailand/Citibank Scholarship United Way International Program and Education and Development Camp $61,30000 National Council on Social Welfare of Thailand/Citibank Public School United Way International Partnership Program $53,90000 United Way International Citigroup Scholarship Fund $6,00000 Upgrading Chemistry Lab for Hanoi Amsterdam and Tran Dia Nghia United Way International High Schools $14.00000 Vietnam Youth Federation- Vocational Training for Hanoi Street Youth United Way International Program $20,00000 United Way International National Trade and Banking Secondary School Program $25,00000 United Way International School Rebuilding $25,00000 United Way International Center for Substitute Family Care- The Money For Living Program $75,00000 Gabonais Institute for Development - BDS Training for Agri-business United Way International Micro-entrepreneurs $10,00000 United Way International Princess Sumaya University College Program $7,00000 United Way International Al Majmoua - Lebanon $40,00000 United Way International Growing Businesses Foundation $30,00000

United Way International Lagos Business School, Centre for Entrepreneurship Studies - Nigeria $62,50000 United Way International Academy for Economic Sciences - Virtual Learning Center $20,00000 United Way International International Center for Accounting Reform $10.00000 United Way International Russian Women's Microfinance, Network (RWMN) $50,00000 United Way International Higher School of Economics $50,00000 United Way International ADEF/Afrique - Women's Vocational Education $25,00000 United Way International Operation Hunger - Hippo Water Power Project $15,00000 United Way International The Africa Self-Help Association/Edutainer $15,00000 United Way International Bram Fischerville Edutamer Project $15,00000 United Way International Port Elizabeth Early Learning Center/Edutamer $15,00000 United Way International Johannesburg Child Welfare Society/Edutainer $15,00000 United Way International University of the Witwatersrand Foundation Scholarship $6,25000 United Way International University of Capetown Foundation - Scholarship Program $6,25000 United Way International Rhodes University Foundation - Scholarship Program $6,25000 Community and Individual Development Association Scholarship United Way International Program $6,25000 United Way International Natal University Development Foundation - Scholarship Program $6,25000 Citibank/institute Supeneur de Gestion de Tunis Internet Partnership - United Way International Tunisia $8,00000 United Way International Institut des Hautes Etudes Commerciales Carthage $15,00000

United Way International Higher College of Technology - Shagah (HCTS) - United Arab Emirates $50,00000 United Way International All Noor Training Center for Children with Special Needs $50,00000 United Way International Emirate Institute of Banking and Financial Studies $50,00000 United Way International Network for Teaching Entrepreneurship (NFTE) $37,50000 Institut der deutschen Wirtschaft Cologne- The World of Finance United Way International Program $225,00000 United Way International Palazzo Reale Education Program $15,00000 Angela Giorgetti Association- ONLUS- After School Tutoring and United Way International Enrichment Programs $15,00000 United Way International Celimondo - Playing Around the World After School Program $20,00000 United Way International Network for Training Entrepreneurship Program $5,00000 United Way International Movimento Ao Servico Da Vida $10,00000 United Way International I ESE - Citigroup Computer Center - Spain $20,00000

United Way International Asociacion Cultural Norte Joven/School to Career Program, Spain $46,00000 United Way International Stockholm School of Economics/Citigroup Thesis Award $4,00000 United Way International Jewish Care $25,00000 United Way International Imperial College - Pimlico Connection Scholarship Program $40,00000 United Way International Lekotech Training and Assistance Centers - Argentina $50,00000 1 United Way International The College of the Bahamas $6,000001

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Hopedale Center/Job Training Programs for Students with Special United Way International Needs $4,000 United Way International Abring Foundation For Children's Rights/Living Library Project $19,000 United Way International Rotary Club Avenida Paulista- Pre-Employment Training Center $73,000

United Way International Fundacion FIDIT - Financial Education & Labor Skills Development $25,000 United Way International Citigroup Financial Education Program inLa Florida Chile $25,000

United Way International Fundacion La Fuente - Citigroup Financia Literacy Program in Chile $95,500 Fundacion Educational Y Cultural la Fuente Chile - Creating Readers United Way International for Tomorrow Program $68,500 United Way International Corporacion Mundial de la Mujer $10,000 Sur Futuro/Rural Micro Credit Development in the Upper Sabana Yegua United Way International Watershed $25,000 Fundacione Esquel - Ecuador Entrepreneurship & Opportunity United Way International Marketplace for youths within the Pichincha Province Program $20,000 United Way International Fusal River Health Program $10,000 United Way International Fundacion Kinel $10,000 United Way International University Hospital of the West Indies $25,000 United Way International Jamaica Environmental Trust Schools Environment Program $15,000 United Way International Fundacion Merced/Impulso $150,000 United Way International Simon Bolivar Elementary School Partnership, Panama $10,000 Fundacion Paraguaya de Cooperacion y Desarrollo - Micro Credit for United Way International Low Income Women $7,800 United Way International Affiliate Caminandos Juntos Program $5,000 YMCA of Greater St Paul- Sustainable Thinking for the Creation of United Way International Youthful Entrepreneurial Communities Program $23,000 United Way International UWl - Institute of Business School to Career Program $15,000 United Way of Delaware Community Summer Intern Program $5,000 United Way of Metropolitan Dallas The Citigroup Community Impact Fund Program $150,000 United Way of New York Neighborhood Opportunity Fund $125,000 United Way of Tri-State General Operating Support $150,000 Unity Place at Baycreek Special Needs Playground $10,000 University Neighborhood Housing Program Community Summer Intern Program $5.000

Universi!y Neighborhood Housing Program Forclosure Prevention and Affordable Housing Preservation Program $10,000 University of Arizona Smith Barney Scholars Program $12,000 University of California Berkeley SAGE Scholars Program $2,000 University of California Los Angeles Student Fellowship at the Anderson School $10,000 Universi!y of Chicago GSB - Leadership Initiative $100,000 University of Colorado Foundation AEA Summer Minority Program $20,000 University of Georgia Institute of Leadership Advancement Programs $50,000 University of Guam Citibank Women in Business Program - Guam $50,000 University of Hartford Amenca Originals Treasurers from the National Archives $20,000 University of Maryland Medical System Foundation Child Life Program $2,500 University of Maryland- Robert H Smith School of Business MBA Case Competition $10,000 University of Maryland University College (UMUC) Better Opportunities Through Online Education $10,000 University of Maryland, Baltimore County Urban Teacher Education Program $25,000 University of Maryland, Baltimore County Shriver Center - Athletics Community Outreach Program $25,000 University of Miami - Lowe Art Museum Families in Art Education Program $10,000 University of Michigan MBA and Undergraduate Scholarship and FuturTech Conference $25,000 University of Minnesota Industrial Relations Center Fellowship at the Carlson School $5,000 University of Missoun Outreach and Extension Center Building Bridges Program $6,000 Smith Barney Intergenerational Computer Mentoring Program University of North Carolina at Asheville Foundation (SBICMP) $10,000 University of Pennsylvania Medical Center Life After Breast Cancer Conference $2,500 University of Rochester Simon School of Business- Vision Prog am $10,000 University of South Florida USF Charter School $50,000 University of Utah Children's Reading Marathon $6,000 University of Virginia McIntire School- Strategic Value Creation Curriculum Program $15,000 University of Wisconsin - Green Bay Phuture Phoenix Program $2,500 University System of Georgia Foundation Rising Stars Program $20,000 University System of Georgia Foundation Rising Stars Program $50,000 Urban Alliance Foundation General Operating Support $5,000 Urban Education Partnership Family Care School Readiness Initiative $10,000 Urban Education Partnership Citigroup Success Fund $20,000 Urban Education Partnership Academy of Finance $15,000 Urban Gateways Cultural Enrichment Program $7,500 Urban Homesteading Assistance Board Paving the Path to Homeownership $10,000 Project Education 0 Urban Housing Corporation $5,000 Urban League of Broward County Affordable Housing/Homeownership Counseling Program $10,000 Urban League of Broward County Community Summer Intern Program $5,000 Urban League of Long Island PAVE Program $2,000 Urban League of Palm Beach County Community Summer Intern Program $5,000 Urban League of Palm Beach County Comprehensive Housing Counseling Program $10,000 Urban League of Rochester Minority and Women Business Development Program $20,000 Urban League of Southwestern Connecticut Workplace Options Program $10,000 Urban Stages LrtsSed in Education Programs $6,000 Utah NonDrofit Housina CorDoration ona ADartments Rehab Proaram $9 .000

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Citigroup Foudation 2003 Tax Return ID # 13-3781879 Multi-yr Grants Approved in 2003 - Payable as of 12/31/03

Amount Payable Amount Payable Grantee Name as of 12/31/03 Grantee Name as of 12/31/03 Alliance for the Arts $ 50,000 Neighborhood Housing Services of Jamaica $ 25,000 Alvin Ailey Dance Foundation Inc. 70,000 New Israel Fund 50,000 American University of Beirut 75,000 New Visions for Public Schools Inc . 150,000 American Woman's Economic Development Corporation 50,000 New York Mortgage Coalition Inc 150,000 Americans for Oxford, Inc 100,000 New York University Downtown Hospital 200,000 Research Foundation of the City University of New Cambridge in America 100,000 York 100,000 Carnegie Hall Society Inc. 3,000,000 Rockaway Development and Revitalization Corp 25,000 South Bronx Overall Economic Development Charities Aid Foundation 40,000 Corporation 25,000 Charities Aid Foundation 50,000 St . Nicholas Neighborhood Preservation Corporation 25,000 Charities Aid Foundation 50,000 TELACU Education Foundation 380,000 Charities Aid Foundation 102,000 The After-School Corporation 125,000 Charities Aid Foundation 70,000 The American Ireland Fund 125,000 Charities Aid Foundation 60,000 The Apollo Theater Foundation, Inc 735,000 Children's Medical Center of Dallas 80,000 The Brooklyn Academy of Music, Inc 90,000 Classroom, Inc 68,200 The Education Fund, Inc 150,000 Comite Caborrojenos Pro Salud Y Ambiente, Inc. 25,000 The Metropolitan Museum of Art 50,000 Community Development Corporation of Long Island, Inc 25,000 The Resource Alliance, Inc. 128,000 Conservation International 50,000 The Resource Foundation, Inc . 25,000 Council on Foreign Relations 50,000 The Vivian Beaumont Theater, Inc 40,000 Cypress Hills Local Development Corporation, Inc. 25,000 United Way International, Inc 40,000 Faith Center for Community Development 660,000 United Way International, Inc . 100,000 Fifth Avenue Committee 25,000 United Way International, Inc . 50,000 Friends of WWB/USA, Inc. 400,000 United Way International, Inc 152,600 German Marshall Fund of the U S 80,000 United Way International, Inc . 10,000 Greater Jamaica Development Corporation 25,000 United Way International, Inc 100,000 Habitat for Humanity International 30,000 United Way International, Inc 50,000 HANAC, Inc 25,000 United Way International, Inc . 75,000 Harlem Churches for Community Improvement, Inc 25,000 United Way International, Inc . 50,000 Hospital for Special Surgery Fund, Inc. 200,000 United Way International, Inc . 50,000 Inner-City Scholarship Fund 40,000 United Way International, Inc . 24,000 Insead Management Education Foundation 80,000 United Way International, Inc . 479,000 Integra Ventures, Inc 220,000 United Way International, Inc . 140,550 Jamaica Business Resource Center 25,000 United Way International, Inc 50,000 Junior Achievement, Inc 80,000 United Way of New York 125,000 Long Island Development Corporation 25,000 We Stay- Nos Quedamos 25,000 Long Island Housing Partnership, Inc. 25,000 Westchester Housing Fund, Inc 25,000 Mercy Housing, Inc. 950,000 Whitney Museum of American Art 40,000 Mount Hope Housing Company, Inc. 25,000 Working in Support of Education, Inc 140,000 Young Men's Christian Association of Greater New National Urban League, Inc 600,000 York 25,000 Subtotal $ 7,680,200 Subtotal $ 4,349,150 Total muni-yr Grants Approved for Future Payments $ 12,029,350 0 1 J

> SUBMISSION OF PROPOSALS

Citigroup and the Citigroup Foundation prefer to solicit proposals from prospective grantees with demonstrated successes in the areas they fund Unsolicited proposals will be accepted, but a favorable decision is less likely

Nonprofit organizations that are encour- Proposals encouraged for submission TO REACH THE CITIGROUP aged to submit proposals may do so should also evidence FOUNDATION, PLEASE CONTACT: at any time during a calendar year, the Charles V Raymond earlier, the better Such proposals should Strong leadership that will significantly President, Citigroup Foundation include the following strengthen communities in which 850 Third Avenue . 13th Floor Citigroup businesses operate, and New York, NY 10022 " Amount requested serve as a model for other nonprofit (212) 559-9163 " Statement of proposal objective groups citigroupfoundation@citigroup com and itemized budget Sound administration and financial www citigroup com " Brief statement of history, goals conditions and accomplishments to date Opportunities for Citigroup employee " Current annual report involvement

" Internal Revenue Service tax- > LIMITATIONS exemption letter [501(c)(3)] It is the Foundation's policy not to make " Current year's budget showing grants to anticipated expenses and income Individuals for educational or other List of current corporate and founda- purposes tion funding sources, public and/or private, with amounts contributed , Political causes or candidates within the most recent 12 months or Religious, veteran or fraternal organi- last fiscal year (for both organization zations, unless they are engaged in a and specific program for which funds significant project benefiting the entire are requested) community " Most recent independently audited Fundraising events, telethons, financial statement marathons, races or benefits " List of members of applicant's a Courtesy advertising governing board " List of accrediting agencies, where appropriate " Cultural organizations should submit their most recent 12-month audience statistics