Citigroup Inc. 399 Park Avenue New York, NY 10043 March 11, 2003 Dear Stockholder: We cordially invite you to attend Citigroup’s annual stockholders’ meeting. The meeting will be held on Tuesday, April 15, 2003, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. At the meeting, stockholders will vote on a number of important matters. Please take the time to carefully read each of the proposals described in the attached proxy statement. Thank you for your support of Citigroup. Sincerely, Sanford I. Weill Chairman of the Board and Chief Executive Officer This proxy statement and the accompanying proxy card are being mailed to Citigroup stockholders beginning about March 11, 2003. Citigroup Inc. 399 Park Avenue New York, NY 10043 Notice of Annual Meeting of Stockholders Dear Stockholder: Citigroup’s annual stockholders’ meeting will be held on Tuesday, April 15, 2003, at 9AM at Carnegie Hall, 154 West 57th Street in New York City. The entrance to Carnegie Hall is on West 57th Street just east of Seventh Avenue. You will need an admission ticket or proof of ownership of Citigroup stock to enter the meeting. At the meeting, stockholders will be asked to ᭟ elect directors, ᭟ ratify the selection of Citigroup’s independent auditors for 2003, ᭟ act on certain stockholder proposals, and ᭟ consider any other business properly brought before the meeting. The close of business on February 27, 2003, is the record date for determining stockholders entitled to vote at the annual meeting. A list of these stockholders will be available at Citigroup’s headquarters, 399 Park Avenue, New York City, before the annual meeting. Please sign, date and promptly return the enclosed proxy card in the enclosed envelope, or vote by telephone or Internet (instructions are on your proxy card), so that your shares will be represented whether or not you attend the annual meeting. By order of the board of directors Michael S. Helfer Corporate Secretary March 11, 2003 Contents About the Annual Meeting 1 Proposal 2: Ratification of Selection of Auditors 35 How We Have Done 3 Disclosure of Independent Auditor Fees 35 Annual Report 3 Approval of Independent Auditor Services Five-Year Cumulative Total Return 3 and Fees 35 Corporate Governance 5 Stockholder Proposals 37 Nomination and Governance Committee 5 Business Practices Committee 5 Submission of Future Stockholder Proposals 47 Corporate Governance Guidelines 5 Director Independence 6 Cost of Annual Meeting and Proxy Code of Ethics 8 Solicitation 47 Code of Conduct 8 Householding 47 Stock Ownership 8 Section 16(a) Beneficial Ownership Proposal 1: Election of Directors 11 Reporting Compliance 47 The Nominees 11 ANNEX A Meetings of the Board of Directors 18 A-1 CORPORATE GOVERNANCE Meetings of Non-Management Directors 18 GUIDELINES Committees of the Board of Directors 18 Personnel and Compensation Committee ANNEX B B-1 Interlocks and Insider Participation 20 AUDIT COMMITTEE CHARTER Directors’ Compensation 20 ANNEX C C-1 Audit Committee Report 22 NOMINATION AND GOVERNANCE COMMITTEE CHARTER Report of the Personnel and Compensation Committee on Executive Compensation 24 ANNEX D D-1 PERSONNEL AND COMPENSATION Executive Compensation 26 COMMITTEE CHARTER Compensation Tables 26 ANNEX E Retirement Plans 31 E-1 PUBLIC AFFAIRS COMMITTEE Employment Protection Agreements 32 CHARTER Indebtedness 33 Transactions with Management 34 About the Annual Meeting Who is soliciting my vote? • vote by telephone (instructions are on the proxy The board of directors of Citigroup is soliciting card), or your vote at the 2003 annual meeting of Citigroup’s • vote by Internet (instructions are on the proxy stockholders. card). What will I be voting on? Citigroup employees who participate in equity • Election of directors (see page 11). programs may receive their proxy cards separately. • Ratification of KPMG LLP (KPMG) as Citigroup’s auditors for 2003 (see page 35). If you want to vote in person at the annual • six stockholder proposals (see page 37). meeting, and you hold your Citigroup stock through a securities broker (that is, in street name), How many votes do I have? you must obtain a proxy from your broker and You will have one vote for every share of Citigroup bring that proxy to the meeting. common stock you owned on February 27, 2003 (the record date). Can I change my vote? Yes. Just send in a new proxy card with a later How many votes can be cast by all date, or cast a new vote by telephone or Internet, or stockholders? send a written notice of revocation to Citigroup’s 5,171,079,443, consisting of one vote for each of Corporate Secretary at the address on the cover of Citigroup’s shares of common stock that were this proxy statement. If you attend the annual outstanding on the record date. There is no meeting and want to vote in person, you can cumulative voting. request that your previously submitted proxy not be used. How many votes must be present to hold the meeting? What if I don’t vote for some of the A majority of the votes that can be cast, or matters listed on my proxy card? 2,585,539,723 votes. We urge you to vote by proxy If you return a proxy card without indicating your even if you plan to attend the annual meeting, so vote, your shares will be voted for the nominees that we will know as soon as possible that enough listed on the card, for KPMG as auditors for 2003 and votes will be present for us to hold the meeting. against the other proposals. Does any single stockholder control as What if I vote “abstain”? much as 5% of any class of Citigroup’s A vote to “abstain” on any matter other than the voting stock? election of directors will have the effect of a vote No single stockholder controls as much as 5% of against. any class of Citigroup’s voting stock. Can my shares be voted if I don’t return How do I vote? my proxy card and don’t attend the annual You can vote either in person at the annual meeting or by proxy whether or not you attend the annual meeting? If you don’t vote your shares held in street name, meeting. your broker can vote your shares on any of the To vote by proxy, you must either: matters scheduled to come before the meeting, other than the stockholder proposals. • fill out the enclosed proxy card, date and sign it, and return it in the enclosed postage-paid If your broker does not have discretion to vote envelope, your shares held in street name on a particular 1 proposal and you don’t give your broker your admission ticket is the left side of your voting instructions on how to vote your shares, the votes information form. If you don’t bring your will be broker nonvotes, which will have no effect on admission ticket, or opted to receive your proxy the vote for any matter scheduled to be considered materials electronically, you will need proof of at the annual meeting. If you don’t vote your ownership to be admitted to the meeting. A recent shares held in your name, your shares will not be brokerage statement or letter from a bank or broker voted. is an example of proof of ownership. If you arrive at the meeting without an admission ticket, we will Could other matters be decided at the admit you only if we are able to verify that you are annual meeting? a Citigroup stockholder. We have been notified by the Neighborhood How can I access Citigroup’s proxy Assistance Corporation of America that it intends materials and annual report to raise a matter at the meeting concerning the electronically? lending practices of CitiFinancial Credit Company. This proxy statement and the 2002 annual report If the matter is raised at the meeting, we will vote are available on Citigroup’s Internet site at the proxies against any proposal offered. We don’t http://www.citigroup.com. Click on “Corporate know of any other matters that will be considered Governance”, then “Financial Disclosure”, and at the annual meeting. If a stockholder proposal then “Annual Reports & Proxy Statements.” Most that was excluded from this proxy statement is stockholders can elect to view future proxy brought before the meeting, we will vote the statements and annual reports over the Internet proxies against the proposal. If any other matters instead of receiving paper copies in the mail. arise at the annual meeting, the proxies will be voted at the discretion of the proxy holders. If you are a stockholder of record, you can choose this option and save Citigroup the cost of What happens if the meeting is postponed producing and mailing these documents by or adjourned? following the instructions provided when you vote Your proxy will still be good and may be voted at over the Internet. If you hold your Citigroup stock the postponed or adjourned meeting. You will still through a bank, broker, or other holder of record, be able to change or revoke your proxy until it is please refer to the information provided by that voted. entity for instructions on how to elect to view future proxy statements and annual reports over Do I need a ticket to attend the annual the Internet. meeting? If you choose to view future proxy statements and Yes, you will need an admission ticket or proof of annual reports over the Internet, you will receive ownership of Citigroup stock to enter the meeting.