Citigroup (C)

Item 1.01      Entry Into A Material Definitive Agreement.

On May 1, 2009, Citigroup Inc. (“Citigroup”) announced that its subsidiaries Nikko Citi Holdings Inc., Nikko Cordial Securities Inc. (“Nikko Cordial Securities”), Nikko Citi Business Services Inc. and Nikko Citigroup Limited (“Nikko Limited”) entered into an agreement, dated May 1, 2009, with Sumitomo Mitsui Banking Corporation (“SMBC”) to sell to SMBC its Japanese domestic securities business, conducted principally through Nikko Cordial Securities, in a transaction with a total cash value to Citigroup of ¥774.5 billion (US$7.9 billion at an exchange rate of ¥97.75 to US$1.00). The cash value is comprised of the purchase price for the transferred business of ¥545 billion, the estimated purchase price for certain Japanese-listed equity securities held by Citigroup of ¥28.5 billion, and ¥201 billion of cash derived either through the retention of excess cash in Nikko Cordial Securities or repayment of its outstanding indebtedness to Citigroup.

All of the operations and personnel of Nikko Cordial Securities and certain other affiliated companies, together with certain of the operations and personnel of Nikko Limited (including its domestic equity and debt underwriting business), will be transferred to SMBC as part of the transaction. The transaction is expected to close by the end of the fourth quarter of 2009, subject to regulatory approvals and customary closing conditions.

In connection with the transaction, certain Citigroup and Sumitomo Mitsui Financial Group (“SMFG”) subsidiaries agreed to enter into an alliance agreement to provide SMFG with access to Citigroup’s global networks in corporate and investment banking, including M&A and sales and trading services, while continuing the partnership between Citigroup and Nikko Cordial Securities in originating and distributing capital markets products to investors in Japan and globally.

A copy of the press release announcing the entry into the agreement is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 1.01    Entry Into A Material Definitive Agreement.

On October 31, 2007, Citigroup Inc. (“Citigroup”) announced that Citigroup Japan Holdings Ltd., a wholly-owned subsidiary of Citigroup (“Citigroup Japan Holdings”), and Nikko Cordial Corporation (“Nikko Cordial”) have entered into a definitive share exchange agreement (the “Share Exchange Agreement”) to reflect the final terms of the previously announced share exchange transaction in which Nikko Cordial will become a 100%-owned subsidiary of Citigroup Japan Holdings. Subject to the approval by Nikko Cordial shareholders at the extraordinary general meeting of shareholders scheduled for December 19, 2007, the effective date of the share exchange is scheduled for January 29, 2008.

Under the terms of the Share Exchange Agreement, Nikko Cordial’s shareholders, other than Citigroup Japan Holdings, will be entitled to receive Citigroup shares. The exchange ratio (to be based on an expected value of ¥1,700 per Nikko Cordial share) will be determined using the average volume-weighted average prices of Citigroup shares on the New York Stock Exchange, subject to a minimum average of $37.00 and a maximum average of $58.00, during the period commencing on (and including) January 15, 2008 and ending on (and including) January 17, 2008 and converted to yen using the average dollar to yen exchange rate for that same period. Nikko Cordial shareholders who would otherwise be entitled to receive a fraction of less than one whole Citigroup share as part of the share exchange will instead receive cash in lieu of that fractional share.

Citigroup also announced its agreement with Nikko Cordial on the following additional items: (i) Citigroup has committed to announce its earnings for the quarter and year ending December 31, 2007 by the opening of trading in New York on January 15, 2008; (ii) at the Nikko Cordial extraordinary meeting of shareholders scheduled for December 19, 2007, Nikko Cordial shareholders will be asked to approve a change in Nikko Cordial’s fiscal year end to December 31 (from March 31), beginning with the fiscal year ending December 31, 2007; and (iii) pending completion of the share exchange, Nikko Cordial has agreed not to declare or pay any dividends on Nikko Cordial shares after the dividend for the quarter ended September 30, 2007.

A copy of the press release announcing the share exchange agreement is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 1.01   Entry Into A Material Definitive Agreement.

On October 2, 2007, Citigroup Inc. (“Citigroup”) announced that it had reached an agreement (the “Basic Agreement”) with Nikko Cordial Corporation (“Nikko Cordial”) to acquire all of the issued shares of Nikko Cordial that Citigroup does not already own in exchange for shares of Citigroup. The acquisition will take the form of a share exchange, to be voted upon by Nikko Cordial shareholders at a meeting expected to be held in December 2007. Following completion of the share exchange (which is expected to occur in January 2008), Citigroup will own 100% of the issued shares of Nikko Cordial through Citigroup Japan Holdings Ltd., a direct wholly owned Japanese subsidiary of Citigroup that currently holds Citigroup’s approximately 68% stake in Nikko Cordial.

Under the Basic Agreement, Citigroup Japan Holdings Ltd. will enter into a share exchange agreement with Nikko Cordial once the parties have finalized the operational aspects of the delivery of Citigroup shares to Nikko Cordial shareholders. The share exchange agreement is expected to be signed by the end of October 2007.

The Basic Agreement provides that Nikko Cordial’s minority shareholders will be entitled to receive Citigroup shares with an expected value at the time the exchange ratio is determined of ¥1,700 per Nikko Cordial share. The number of Citigroup shares to be exchanged for each Nikko Cordial share will be determined using the average trading price of Citigroup shares, subject to a minimum average of $37.00 and a maximum average of $58.00, over an agreed number of trading days during a valuation period (in December 2007 or January 2008) to be specified in the share exchange agreement. The share exchange will have a transaction value of approximately ¥530 billion (or US$4.6 billion) at the time the exchange ratio is determined.

Prior to completion of the share exchange, Citigroup intends to purchase additional Nikko Cordial shares – not to exceed approximately 1% of Nikko Cordial’s issued shares – in on-market transactions, subject to all applicable laws and regulations.