Breaking Up is Hard to Do

Trillium Asset Management LLC, on behalf of the Benedictine Sisters of Mount St. Scholastica, along with the AFSCME Employees Pension Plan recently filed a shareholder proposal with Citigroup Inc. (NYSE: C, $C) asking the company’s board of directors to explore a possible separation of one or more of its business units.

Citigroup’s shares have consistently traded below book value since late 2008, it failed the Federal Reserve’s CCAR stress tests in March 2012, and regulators continue to forbid it from returning significant capital to stockholders due to concerns over its financial stability.  said Matthew Patsky, CEO of Trillium Asset Management:

Despite some positive steps taken since the start of the financial crisis, we believe Citigroup’s progress toward simplifying and de-risking its business has been slow and incomplete. Citigroup boasts many attractive attributes, but remains burdened by excessive complexity, as well as the stigma and risks associated with being named a ‘too big to fail’ institution. These factors could threaten stockholder return through breakdowns in risk management, increased regulatory scrutiny, higher litigation expense, greater capital requirements and poor public perception, among other challenges.

The resolution specifically requests that the Board of Directors appoint a committee, composed exclusively of independent directors, to explore extraordinary transactions that could enhance stockholder value, including the separation of one or more of Citigroup’s businesses. The resolution also requests that the committee publicly report on its analysis to stockholders no later than 120 days after the Citigroup’s 2013 Annual Meeting of Stockholders.  According to Lee Saunders, Chairman of the AFSCME Employees Pension Plan’s Board of Trustees.

There is a gap of almost $50 billion between what Citi says its assets are worth and what the market is saying. It is high time that the board gave shareholders a plan for recovering this value.

At this time, the Board of Directors of Citigroup would best serve their shareholders by studying the merits of various strategic restructuring scenarios closely to determine the correct path forward. Citigroup (C) is in my portfolio. I intend to vote in favor of the proposal, if given the chance.

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