U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 13, 2009
Citigroup Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
| 1-9924 |
| 52-1568099 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
399 Park Avenue, New York, |
| 10043 |
(212) 559-1000
(Registrant’s telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 220.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
CITIGROUP INC.
Current Report on Form 8-K
Item 8.01 Other Events
On August 7, 2009, Citigroup Inc. (Citigroup or the Company) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the June 2009 10-Q) with the Securities and Exchange Commission (SEC). In the June 2009 10-Q, the Company presented the results for the businesses included in the sale of Nikko Cordial Securities, Inc. (Nikko Cordial), initially announced on May 1, 2009 and which closed on October 1, 2009, as discontinued operations. In addition, the Company presented updated business segment disclosures based on previously announced organizational chang es. Accordingly, the Company is filing this Form 8-K to conform its historical consolidated financial statements to reflect the sale of Nikko Cordial and the previously announced organizational changes. The Company is also providing supplemental disclosure which describes how these changes impact the historical results of operations.
The supplemental information included in this Form 8-K affects only disclosures related to segment results and discontinued operations and should be read in conjunction with the Company’s 2008 Annual Report on Form 10-K, which was filed with the SEC on February 27, 2009.
The information included in this Form 8-K does not in any way restate or revise Citigroup’s net income in any previously reported financial statements.
DISCONTINUED OPERATIONS
On October 1, 2009 the Company announced the successful completion of the sale of Nikko Cordial Securities to Sumitomo Mitsui Banking Corporation. The transaction has a total cash value to Citi of ¥776 billion (US$8.7 billion at an e xchange rate of ¥89.60 to US$1.00 as of September 30, 2009). The cash value is comprised of the purchase price for the transferred business of ¥545 billion, the purchase price for certain Japanese-listed equity securities held by Nikko Cordial Securities of ¥30 billion, and ¥201 billion of excess cash derived through the repayment of outstanding indebtedness to Citi. The transaction will result in Citi recognizing an immaterial after-tax gain during the fourth quarter. A total of about 7,800 employees are included in the transaction.
As required by Statement of Financial Accounting Standards (SFAS) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS 144), the results for Nikko Cordial were reported in the June 2009 10-Q& #146;s Unaudited Statements of Income and Cash Flows as discontinued operations for all periods presented. The assets and liabilities of the businesses being sold were included in the Consolidated Balance Sheet as Assets of discontinued operations held for sale and Liabilities of discontinued operations held for sale as of June 30, 2009 only. The assets and liabilities of Nikko Cordial totaled $19.4 billion and $12.4 billion, respectively, at June 30, 2009.
Exhibits 99.01 and 99.02 to this Form 8-K present the results of Nikko Cordial separately as discontinued operations in the segment and regional net income and revenues and in the Consolidated Statements of Income and Cash Flows for all periods presented. In accordance with SFAS 144, Consolidated Balan ce Sheet disclosures do not separately classify the assets and liabilities of the businesses being sold as “Assets of discontinued operations held for sale” and “Liabilities of discontinued operations held for sale.”
On December 5, 2008, the Company completed the sale of its German Retail Banking Operations. On July 31, 2008 the Company completed the sale of CitiCapital’s equipment finance unit in North America. On July 1, 2005, the Company completed the sale of Citigroup’s Travelers Life & Annuity, and substantially all of Citigroup’s international insurance businesses, to MetLife, Inc. On December 1, 2005, the Company completed the sale of substantially all of its Asset Management Business in exchange for the broker-dealer business of Legg Mason, Inc. As such, Exhibits 99.01 and 99.02 also reflect these businesses as discontinued operations for 2004, 2005, 2006 and 2007 (the Company recorded certain tax and closing adjustments related to “the Travelers Life and Annuity and Asset Management Business” transactions as discontinued operations in 2006).
2
ORGANIZATIONAL CHANGES
In January 2009, Citigroup announced its new corporate organizational structure. As disclosed in the June 2009 10-Q and Exhibit 99.4 of Citigroup’s Current Report on Form 8-K filed on July 10, 2009, the Company is now organized into four segments — Citicorp’s Regional Consumer Banking, Citicorp’s Institutional Clients Group (Securities and Banking and Transaction Services), Citi Holdings and Corporate/Other. See page 2 of Exhibit 99.01 attached hereto for additional information regarding Citigroup’s current segment and product lines.
As required by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” the historical consolidated financial statements issued by Citigroup have been conformed to reflect modifications to its reportable segments resulting from these organizational changes, including reclassification of all comparative prior period segment information.
**************************************
Attached hereto as Exhibit 99.01 and incorporated by reference herein is voluntary supplemental information reflecting the impact of the discontinued operations and the realignment of reporting segments on the Company’s historical results of operations and organizational structure. Information contained in Exhibit 99.01 should be read in conjunction with and as a supplement to information contained in Citigroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008. Except for organizational and discontinued operations changes, and except as otherwise noted, all information presented in Exhibit 99.01 is as of December 31, 2008. For current discussions regarding business trends, reference is made to the June 2009 10-Q.
Also attached heret o as Exhibit 99.02 and incorporated by reference herein are updated historical consolidated financial statements of Citigroup which reflect both the sale of Nikko Cordial as discontinued operations as well as the realignment of Citigroup’s reporting segments. The historical consolidated financial statements included in Exhibit 99.02 shall serve as the historical consolidated financial statements of Citigroup for existing and future filings made pursuant to the Securities Act of 1933, as amended, until Citigroup files its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.
3
CITIGROUP INC.
Current Report on Form 8-K
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
|
|
|
|
99.01 |
| Supplemental information of Citigroup reflecting discontinued operations and previously announced organizational changes. |
|
|
|
99.02 |
| Historical audited consolidated financial statements of Citigroup, reflecting discontinued operations and previously announced organizational changes. Also included is the Report of Independent Registered Public Accounting Firm dated February 27, 2009, except as to Notes 1, 2, 3, 4, 5, 6, 7, 10, 11, 12, 17, 18, 19, and 33, which are as of October 13, 2009. |
|
|
|
99.03 |
| Consent of KPMG LLP. |
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
| CITIGROUP INC. |
|
|
|
|
|
|
Dated: October 13, 2009 |
|
|
| By: | /s/ JEFFREY R. WALSH |
|
| Name: Jeffrey R. Walsh |
|
| Title: Controller and Chief Accounting Officer |
5
