C » Topics » Item 8.01 Other Events.

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

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 changes.  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 exchange 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’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 Balance 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 hereto 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

 

This excerpt taken from the C 8-K filed Jul 27, 2009.

Item 8.01 Other Events.

On July 26, 2009, Citigroup issued a press release announcing the preliminary results of its previously announced public offers to exchange its publicly held convertible and non-convertible preferred and trust preferred securities for newly issued shares of its common stock, which expired at 5:00 p.m., New York City time on July 24, 2009. A copy of this press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

In addition, the voting deadline for the matters covered by the preferred proxy statement expired at 5:00 p.m., New York City time on July 24, 2009 and as of the voting deadline, the votes cast on the proposals did not meet the required quorum of a majority of the outstanding common shares; therefore, the proposals were not approved.

The information furnished under Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

# # #

Citi, the leading global financial services company, has approximately 200 million customer accounts and does business in more than 140 countries. Through its two operating segments, Citicorp and Citi Holdings, Citi provides consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking and credit, corporate and investment banking, securities brokerage, and wealth management. Additional information may be found at www.citigroup.com or www.citi.com.

In connection with the exchange offers, Citi filed a Registration Statement on Form S-4 that contains a prospectus and related exchange offer materials with the Securities and Exchange Commission (the “SEC”) on July 17, 2009. This registration statement was declared effective on July 17, 2009. Citi has mailed the prospectus to the holders of its series of convertible and non-convertible public preferred stock and TRUPs and E-TRUPs that may be eligible to participate in the exchange offers. Holders of these series of preferred stock, TRUPs and E-TRUPs are urged to read the prospectus and related exchange offer materials because they contain important information.

In connection with the solicitation of proxies for the proposed amendments to its certificate of incorporation, Citi has filed definitive proxy statements with the SEC. The definitive proxy statements and accompanying proxy cards have been mailed to stockholders of Citi. Investors and security holders of Citi are urged to read the proxy statements and other relevant materials because they contain important information.

Citi and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed amendments to its certificate of incorporation and the certificates of designations of its public preferred stock. Information regarding Citi’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2008, which was filed with the SEC on February 27, 2009, and its definitive proxy statement for its 2009 annual meeting of shareholders, which was filed with the SEC on March 19, 2009. The proxy statements contain additional information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   
99.1   Press Release, dated July 26, 2009, issued by Citigroup Inc.


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: July 27, 2009    
  By:  

/S/    MICHAEL S. HELFER

  Name:   Michael S. Helfer
  Title:   General Counsel and Corporate Secretary


EXHIBIT INDEX

 

Exhibit

Number

   
99.1   Press Release, dated July 26, 2009, issued by Citigroup Inc.
This excerpt taken from the C 8-K filed May 11, 2009.

Item 8.01 Other Events.

On May 7, 2009, Citigroup Inc. issued a press release announcing that it will expand its previously disclosed public exchange offers by $5.5 billion, and that this increase reflects the results of the U.S. government’s Supervisory Capital Assessment Program (SCAP).

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

This excerpt taken from the C 8-K filed Apr 17, 2009.

Item 8.01  Other Events.

 

On April 17, 2009, Citigroup Inc. issued a press release providing an update on the timing of the series of exchange offers previously announced on February 27, 2009.

 

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

 

This excerpt taken from the C 8-K filed Jan 23, 2009.

Item 8.01       Other Events

 

On October 31, 2008, Citigroup Inc. (Citigroup or the Company) filed its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 (the September 2008 10-Q) with the Securities and Exchange Commission (SEC).  In the September 2008 10-Q, the Company presented the results for the businesses included in the sale of its German Retail Banking Operation as discontinued operations.  In addition, the Company presented updated business segment disclosures based on certain recent organizational changes.  Accordingly, the Company is filing this Form 8-K to conform its historical consolidated financial statements to reflect the sale of its German Retail Banking Operation and recent organizational changes.  The Company is also providing voluntary supplemental disclosure which describes how these changes impact the historical results of operations.

 

The voluntary 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 Annual Report on Form 10-K, which was filed with the SEC on February 22, 2008.

 

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 July 11, 2008, Citigroup announced the agreement to sell its German retail banking operations to Credit Mutuel. The sale does not include the corporate and investment banking business or the Germany-based European data center.  The sale closed on December 5, 2008.

 

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 the German Retail Banking Operation were reported in the September 2008 10-Q’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 for the September 30, 2008 period only.  The assets and liabilities of the German Retail Banking Operation totaled $18.6 billion and  $14.3 billion, respectively at September 30, 2008.

 

Exhibits 99.01 and 99.02 to this Form 8-K present the results of the German Retail Banking Operation 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 Balance 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 April 17, 2008, Citigroup signed an agreement to sell CitiCapital, the equipment finance unit in North America.  The sale closed on July 31, 2008. 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 2003, 2004, 2005 and 2006 (the Company recorded certain tax and closing adjustments related to the Travelers Life & Annuity and Asset Management Business transactions as discontinued operations in 2006).

 

2



 

ORGANIZATIONAL CHANGES

 

In March 2008, Citigroup announced its new corporate organizational structure.  As disclosed in Exhibit 99.1 of Citigroup’s Current Report on Form 8-K furnished on May 9, 2008, the Company is now organized into five segments — Global Cards; Consumer Banking; Institutional Clients Group (Securities and Banking and Transaction Services) Global Wealth Management and Corporate/Other — and four regions — North America (including the U.S., Canada and Puerto Rico); Europe, Middle East and Africa; Latin America (including Mexico); and Asia (including Japan).    See page 1 of Exhibit 99.01 attached hereto for additional information regarding Citigroup’s current segments and regions.

 

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 business segment changes 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, 2007. Except for organizational and discontinued operations changes, and except as otherwise noted, all information presented in Exhibit 99.01 is as of December 31, 2007. For current discussions regarding business trends, reference is made to the September 2008 10-Q.

 

Also attached hereto as Exhibit 99.02 and incorporated by reference herein are updated historical consolidated financial statements of Citigroup which reflect the sale of CitiCapital and the German Retail Banking Operation as discontinued operations, as well as the updated business segment disclosures.  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, 2008.

 

3



 

CITIGROUP INC.

Current Report on Form 8-K

 

This excerpt taken from the C 8-K filed Aug 14, 2008.

Item 8.01       Other Events

 

On August 1, 2008, Citigroup Inc. (Citigroup or the Company) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (the June 2008 10-Q) with the Securities and Exchange Commission (SEC).  In the June 2008 10-Q, the Company presented the results for the businesses included in the sale of CitiCapital as discontinued operations.  In addition, the Company presented updated business segment disclosures based on certain recent organizational changes.  Accordingly, the Company is filing this Form 8-K to conform its historical consolidated financial statements to reflect the sale of CitiCapital and recent organizational changes.  The Company is also providing voluntary supplemental disclosure which describes how these changes impact the historical results of operations.

 

The voluntary 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 Annual Report on Form 10-K, which was filed with the SEC on February 22, 2008.

 

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 April 17, 2008, Citigroup signed an agreement to sell CitiCapital, the equipment finance unit in North America. The sale consists of net assets of approximately $12.5 billion.  A pretax loss of $517 million was recorded during the second quarter of 2008 in Discontinued Operations on the Company’s Consolidated Statement of Income.  The sale closed on July 31, 2008.

 

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 CitiCapital were reported in the June 2008 10-Q’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 for the June 30, 2008 period only.  The asset and liabilities of CitiCapital totaled $12.9 billion and $0.5 billion, respectively at June 30, 2008.

 

Exhibits 99.01 and 99.02 to this Form 8-K present the results of CitiCapital 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 Balance 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 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 2003, 2004, 2005 and 2006 (the Company recorded certain tax and closing adjustments related to these transactions as discontinued operations in 2006).

 

2



 

ORGANIZATIONAL CHANGES

 

In March 2008, Citigroup announced its new corporate organizational structure.  As disclosed in Exhibit 99.1 of Citigroup’s Current Report on Form 8-K furnished on May 9, 2008, the Company is now organized into five segments – Global Cards; Consumer Banking; Institutional Clients Group (Securities and Banking and Transaction Services) Global Wealth Management and Corporate/Other – and four regions – North America (including the U.S., Canada and Puerto Rico); Europe, Middle East and Africa; Latin America (including Mexico); and Asia (including Japan).    See page 1 of Exhibit 99.01 attached hereto for additional information regarding Citigroup’s current segments and regions.

 

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 business segment changes 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, 2007. Except for organizational and discontinued operations changes, and except as otherwise noted, all information presented in Exhibit 99.01 is as of December 31, 2007. For current discussions regarding business trends, reference is made to the June 2008 10-Q.

 

Also attached hereto as Exhibit 99.02 and incorporated by reference herein are updated historical consolidated financial statements of Citigroup which reflect both the sale of CitiCapital as discontinued operations as well as the updated business segment disclosures.  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, 2008.

 

3



 

CITIGROUP INC.

Current Report on Form 8-K

 

This excerpt taken from the C 8-K filed Jul 2, 2008.

Item 8.01   Other Events

 

Also attached as Exhibit 99.1, and incorporated by reference herein, is the Historical Reformatted Quarterly Financial Data Supplement of Citigroup Inc. and subsidiaries (the “Supplement”), with historical financial data reformatted to reflect Citi’s new organizational structure announced on March 31, 2008.  The Supplement reflects the format Citi will use to present its second quarter financial results on July 18, 2008 and is being provided to facilitate the comparison of these results with prior financial periods.  The historical financial data in the Supplement also reflects CitiCapital as a discontinued operation in light of the previously announced sale.

 

This excerpt taken from the C 8-K filed Jan 18, 2008.

Item 8.01    Other Events.

On January 18, 2008, Citigroup Inc. announced the determination of the definitive exchange ratio to be used in the previously agreed share exchange between Citigroup Inc. and Nikko Cordial Corporation. The share exchange becomes effective on January 29, 2008.

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

 

This excerpt taken from the C 8-K filed Jan 15, 2008.

Item 8.01  Other Events.

 

                                                Also on January 15, 2008 , Citigroup announced a lowering of its quarterly dividend on common stock to $.32 per share.  At the same time, Citigroup announced that it will continue selling non-core assets.

 

                                                A copy of the press release announcing the events described above and including a summary of the terms of the convertible preferred stock sold in the private offering is being filed as Exhibit 99.1 to this Form 8-K.  A full description of the terms of the convertible preferred stock sold in the private offering is being filed as Exhibit 99.2 to this Form 8-K. Both exhibits are incorporated herein by reference in their entirety.

 

This excerpt taken from the C 8-K filed Oct 2, 2007.

Item 8.01     Other Events.

Citigroup also announced that it has filed an application to list Citigroup common shares on the Tokyo Stock Exchange, and that it aims to have the listing become effective prior to completion of the share exchange.

A copy of the press release announcing the share exchange and the filing of an application to list Citigroup common shares on the Tokyo Stock Exchange is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

 

 



 

 

This excerpt taken from the C 8-K filed Jan 13, 2006.

Item 8.01    Other Events.

        Attached hereto as Exhibit 99.1 and incorporated by reference herein is the Historical Financial Data Supplement of Citigroup Inc. and subsidiaries, reflecting the reorganization of the Company's Global Consumer Group and providing historical results for the Global Consumer Group under the new organization structure.

        In September 2005, Citigroup announced the reorganization of the Global Consumer Group. Specifically, North America Cards, Consumer Finance and Retail Banking have been reorganized into U.S. Cards, Retail Distribution, Consumer Lending and Commercial Business. In addition, Mexico consumer results, which were previously recorded in North America, are now recorded in International.

        Citigroup's fourth quarter 2005 financial results will reflect these changes.

        Below is a summary description of each of the reorganized U.S. Consumer businesses.

U.S. Cards

        The U.S. Cards business has effectively remained the same; however as referenced above, Mexico results are now reported in International Cards. Further, the U.S. Cards income statement presents all information on a GAAP basis, and therefore no longer reflects adjustments to Total Revenues and Net Credit Losses related to securitization activities. Performance metrics for the entire credit card portfolio, both held and securitized, are included under "Key Indicators—Managed Basis."

U.S. Retail Distribution

        The U.S. Retail Distribution business is comprised of Citibank branches, CitiFinancial branches and Primerica Financial Services. Citibank branches provide personal and small business banking products and services; CitiFinancial branches provide consumer loan products and services; and Primerica Financial Services provides financial products and services through independent agents.

U.S. Consumer Lending

        U.S. Consumer Lending provides consumer loans through various distribution channels. Loan products are grouped into three categories:

    Real Estate Lending—Provides mortgage and home equity lending. Loans are originated directly with consumers via the telephone, internet, Smith Barney, Citibank branches and Primerica agents, and indirectly through mortgage brokers, banks and mortgage companies.

    Student Loans—Provides educational loans to students. Loans are typically sourced through financial aid offices at educational institutions. Also provides government loan origination and servicing capabilities to student loan providers, including academic and financial institutions.

    Auto—Provides automobile financing through franchised and independent auto dealers, auto manufacturers, and the internet.

U.S. Commercial Business

        U.S. Commercial Business provides leasing, banking and real estate products and services to small and medium-sized enterprises across a broad range of industries. Commercial Business has effectively remained the same. Results for Commercial Business were previously reported as a separate line in North America Retail Banking.

2



Mapping From Prior Disclosure to New Disclosure

        The below information maps the prior disclosure to the new disclosure for the Global Consumer Group.

Global Consumer Group

                              Prior Disclosure

                          New Disclosure

N.A. Cards   U.S. Cards
(1)   U.S., Canada, Puerto Rico   (1)   U.S., Canada, Puerto Rico
    Mexico*        

N.A. Retail Banking

 

U.S. Retail Distribution
(2)   Retail Distribution   (2)   Citibank Branches
(3)   Commercial Business   (7)   CitiFinancial Branches
(4)   Prime Home Finance   (6)   Primerica Financial Services
(5)   Student Loans        
(6)   Primerica Financial Services        
    Mexico*   U.S. Consumer Lending
        (4,9)   Real Estate
        (8)   Auto
N.A. Consumer Finance   (5)   Student Loans
(7)   CitiFinancial Branches        
(8)   CitiFinancial Auto        
(9)   Home Equity   (3)   U.S. Commercial Business
    Mexico*        

International Cards

 

International Cards
          The same, plus Mexico

International Consumer Finance

 

International Consumer Finance
          The same, plus Mexico
          Additional regional disclosure

International Retail Banking

 

International Retail Banking
          The same, plus Mexico

*
Mexico is now reported in International Consumer results.

3


This excerpt taken from the C 8-K filed Sep 9, 2005.

Item 8.01                     Other Events

 

On August 4, 2005, Citigroup Inc. (Citigroup or the Company) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (the June 2005 10-Q) with the Securities and Exchange Commission.  In the June 2005 10-Q, the Company presented the results for the businesses included in the Sale of the Asset Management Business (defined below) and the Sale of the Life Insurance and Annuities Business (defined below) as discontinued operations.  In addition, the Company presented updated business segment disclosures based on certain recent organizational changes.  Accordingly, the Company is filing this Form 8-K to conform its historical financial statements to reflect these changes.  The Company is also providing voluntary supplemental disclosure which discusses how these changes impact the historical results of operations.

 

The voluntary 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 Annual Report on Form 10-K, which was filed with the SEC on February 28, 2005.

 

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

 

Asset Management Business

 

On June 24, 2005, the Company announced that it had signed a definitive agreement under which Citigroup will sell substantially all of its Asset Management Business in exchange for the broker-dealer business of Legg Mason, Inc. (Legg Mason), approximately $1.5 billion of Legg Mason’s common and convertible preferred shares, and approximately $550 million in the form of a five-year loan facility provided by Citigroup Corporate and Investment Banking. The transaction does not include Citigroup’s asset management business in Mexico, its retirement services business in Latin America (both of which are now included in Retail Banking) or its interest in the CitiStreet joint venture (which is now included in Smith Barney). The total value of the transaction is approximately $3.7 billion which is subject to adjustment.  (The transaction described in this paragraph is referred to herein as the Sale of the Asset Management Business.)

 

Upon the completion of the Sale of the Asset Management Business, Citigroup expects to add more than 1,300 financial advisors in more than 100 branch offices from Legg Mason’s broker-dealer business to its Global Wealth Management business.

 

The Sale of the Asset Management Business is expected to close during the 2005 fourth quarter and is subject to certain regulatory approvals and customary closing conditions. In connection with the transaction, Citigroup is seeking approval of Asset Management’s mutual fund boards and shareholders.

 

The Asset Management Businesses being sold were the primary vehicles through which Citigroup engaged in the asset management business.

 

Results for all of the businesses included in the Sale of the Asset Management Business are reported separately as Discontinued Operations for all periods presented.

 

Life Insurance and Annuities Business

 

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.  The businesses sold were the primary vehicles through which Citigroup engaged in the Life Insurance and Annuities business.  The transaction encompasses Travelers Life & Annuity’s U.S. businesses and its international operations other than Citigroup’s life business in Mexico (which is now included within Retail Banking).  International operations include wholly owned insurance companies in the United Kingdom, Belgium, Australia, Brazil, Argentina, and Poland; joint ventures in Japan and Hong Kong; and offices in China.  The sale transaction also includes Citigroup’s Argentine pension business.  (The transaction described in this paragraph is referred to herein as the Sale of the Life Insurance and Annuities Business).

 

Results for all of the businesses included in the Sale of the Life Insurance and Annuities Business are reported separately as Discontinued Operations for all period’s presented.

 

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 all of the businesses included in the Sale of the Asset Management Business and the Sale of the Life Insurance and Annuities Business were reported in the June 2005 10-Q’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 for the June 30, 2005 period only.

 

2



 

Exhibits 99.01 and 99.02 to this Form 8-K present the results for all of the businesses included in the Sale of the Asset Management Business and the Sale of the Life Insurance and Annuities Business separately as discontinued operations in the segment and product income statements and in the Consolidated Statements of Income and Cash Flows for all periods presented.  In accordance with SFAS 144, the historical Consolidated Balance 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 August 20, 2002, Citigroup completed the distribution to its stockholders of a majority portion of its remaining ownership interest in Travelers Property Casualty Corp. (TPC).  Following the distribution, Citigroup began accounting for TPC as discontinued operations.  As such, Exhibits 99.01 and 99.02 also reflect TPC as a discontinued operation for 2000, 2001 and 2002.

 

ORGANIZATIONAL CHANGES

 

On April 14, 2005 and July 11, 2005, Citigroup issued press releases announcing certain organizational changes.

 

Mexico Insurance and Asset Management

 

The financial results of the Company’s insurance operations in Mexico that were not included in the Sale of the Life Insurance and Annuities Business are reported within the North America Retail Banking - Mexico business line.

 

Asset management operations in Mexico were not included in the Sale of the Asset Management Business.  The financial results related to Citigroup’s asset management operations in Mexico are included within the North America Retail Banking – Mexico business line.

 

Alternative Investments

 

Alternative Investments represents the segment formerly named Proprietary Investments.  Citigroup’s internal management reporting was realigned to follow its organizational changes.  Citigroup has modified its financial reporting format to conform to the realigned internal reporting.

 

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 business segment changes 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, 2004. Except for the discussions of the organizational and discontinued operations changes, and except as otherwise noted, all information, including information contained in any forward-looking statements, presented in Exhibit 99.01 is at and as of December 31, 2004. For current discussions regarding business trends and forward-looking statements, reference is made to the June 2005 10-Q.

 

Also attached hereto as Exhibit 99.02 and incorporated by reference herein are updated historical audited financial statements of Citigroup which reflect both the Sale of the Asset Management Business and the Sale of the Life Insurance and Annuities Business as discontinued operations, as well as the updated business segment disclosures.  The financial statements included in Exhibit 99.02 shall serve as the historical audited 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, 2005.

 

3



 

CITIGROUP INC.

Current Report on Form 8-K

 

This excerpt taken from the C 8-K filed Jul 14, 2005.

Item 8.01 Other Events

        Citigroup's 2005 second quarter financial results will be released to the market on Monday, July 18, 2005. Due to the announced sale of substantially all of Citigroup's asset management business, the businesses sold will be reflected as discontinued operations in Citigroup's 2005 second quarter earnings release and financial supplement. In addition, the discontinued operations will include the 2005 second quarter results of Travelers Life & Annuity, including substantially all international insurance businesses, which was subject to a sale agreement that closed on July 1, 2005.

        To facilitate comparison and analysis, we attach and incorporate by reference herein as Exhibit 99.1 the first 5 pages of the Quarterly Financial Data Supplement with historical data restated to reflect discontinued operations as well as a separate page on the discontinued operations. The Financial Data Supplement will reflect the following significant changes:

Discontinued Operations

        On June 24, 2005, Citigroup announced the sale of substantially all of its asset management business in exchange for the broker-dealer business of Legg Mason, Inc. and other consideration. The transaction does not include Citigroup's asset management business in Mexico, its retirement services business in Latin America or its interest in the CitiStreet joint venture. Results for all of the businesses included in the sale transaction are recorded as discontinued operations.

Mexico Asset Management Business

        Asset management operations in Mexico were not included in the sale transaction. The financial results related to Citigroup's asset management operations in Mexico will be included within the North America Retail Banking—Mexico business line.

Mexico Asset Management, Latin America Retirement Services, CitiStreet

        The financial results related to Citigroup's asset management operations in Mexico will be included within the North America Retail Banking—Mexico business line. Results for Latin America retirement services are recorded in International Retail Banking—Latin America, and the CitiStreet joint venture as recorded in Smith Barney.

This excerpt taken from the C 8-K filed Jun 7, 2005.
Other Events

 

On May 4, 2005, Citigroup Inc. (Citigroup or the Company) filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the March 2005 10-Q) with the Securities and Exchange Commission.  In the March 2005 10-Q, the Company presented the results for the businesses included in the Sale of the Life Insurance & Annuities Business (defined below) as a discontinued operation.  In addition, the Company presented updated business segment disclosures based on certain recent organizational changes.  Accordingly, the Company is filing this Form 8-K to conform its historical financial statements to reflect these changes.  The Company is also providing voluntary supplemental disclosure which discusses how these changes impact the historical results of operations.

 

The voluntary 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 Annual Report on Form 10-K, which was filed with the SEC on February 28, 2005.

 

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 January 31, 2005, the Company announced an agreement for the sale of Citigroup’s Travelers Life & Annuity, and substantially all of Citigroup’s international insurance businesses, to MetLife, Inc.  The transaction encompasses Travelers Life & Annuity’s U.S. businesses and its international operations other than Citigroup’s life business in Mexico (which is now included within Retail Banking).  International operations include wholly owned insurance companies in the United Kingdom, Belgium, Australia, Brazil, Argentina, and Poland; joint ventures in Japan and Hong Kong; and offices in China.  The sale transaction also includes Citigroup’s Argentine pension business.  (The transaction described in this paragraph is referred to herein as the Sale of the Life Insurance & Annuities Business).

 

The Sale of the Life Insurance & Annuities Business is subject to certain domestic and international regulatory approvals, as well as other customary conditions to closing, and is expected to close during the 2005 third quarter.   The businesses being sold were the primary vehicles through which Citigroup engaged in the Life Insurance and Annuities business.

 

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 all of the businesses included in the Sale of the Life Insurance & Annuities Business were reported in the March 2005 10-Q’s Unaudited Statements of Income and Cash Flows separately 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 for the March 31, 2005 period only.

 

Exhibits 99.01 and 99.02 to this Form 8-K present the results for all of the businesses included in the Sale of the Life Insurance & Annuities Business separately as discontinued operations in the segment and product income statements and in the Consolidated Statements of Income and Cash Flows for all periods presented.  In accordance with SFAS 144, Consolidated Balance 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 August 20, 2002, Citigroup completed the distribution to its stockholders of a majority portion of its remaining ownership interest in Travelers Property Casualty Corp. (TPC).  Following the distribution, Citigroup began accounting for TPC as discontinued operations.  As such, Exhibits 99.01 and 99.02 also reflect TPC as a discontinued operation for 2000, 2001 and 2002.

 

2



 

This excerpt taken from the C 8-K filed Apr 14, 2005.

Item 8.01    Other Events

        Attached hereto as Exhibit 99.1 and incorporated by reference herein is the Historical Financial Data Supplement of Citigroup Inc. and subsidiaries, reflecting the disclosure of Discontinued Operations and other related effects pertaining to the announced sale of Citigroup's Travelers Life & Annuity and substantially all of Citigroup's international insurance businesses.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki