FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
September 28, 2009
Commission
File Number: 001-14624
ABN
AMRO HOLDING N.V.
Gustav
Mahlerlaan 10
1082 PP
Amsterdam
The
Netherlands
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
X Form 40-F _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____ No X
If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- _____
INCORPORATION
BY REFERENCE
This
report on Form 6-K shall be deemed to be incorporated by reference into the
registration statements on Form S-8 with
registration numbers 333-74703, 333-81400, 333-84044, 333-127660, 333-128619,
333-128621, 333-140798, 333-145751, and 333-149577, the registration statements
on Form F-3 with registration numbers 333-137691 and 333-104778-01 and the
registration statement on Form F-4 with the registration number 333-108304 of
ABN AMRO Holding N.V. and to be a part thereof from the date on which this
report is filed, to the extent not superseded by documents or reports
subsequently filed or furnished.
TABLE
OF CONTENTS
|
Item
|
|
|
1
|
Unaudited
Pro Forma Condensed Consolidated Financial
Information
|
Item
1
ABN
AMRO HOLDING N.V.
Unaudited
Pro Forma Condensed Consolidated Financial Information
Table
of contents
|
Introduction
|
3
|
|
Unaudited Pro
Forma Statement of Financial Position as at 30 June 2009
|
4
|
|
Unaudited Pro
Forma Income Statement for the six months ended 30 June
2009
|
5
|
|
Unaudited Pro
Forma Income Statement for the year ended 31 December 2008
|
6
|
|
Unaudited Pro
Forma Income Statement for the six months ended 30 June
2008
|
7
|
|
Unaudited Pro
Forma Income Statement for the year ended 31 December 2007
|
8
|
|
Unaudited Pro
Forma Income Statement for the year ended 31 December 2006
|
9
|
|
Notes to Pro
Forma Financial Information
|
10
|
Pro
Forma Financial Information
As
described in more detail herein, this document contains unaudited Pro Forma
Financial Information as at, and for the six months ended, 30 June 2009 and 30
June 2008, and for the years ended 31 December 2008, 2007 and 2006 (the ‘Pro
Forma Financial Information’), which is based on the consolidated financial
statements of ABN AMRO Holding N.V. (referred to as ‘the Group’, ‘ABN AMRO’ or ‘ABN AMRO Group’) after giving effect to the
proposed separation of the Dutch State acquired businesses. The Pro Forma
Financial Information has been prepared on the basis of estimates and
assumptions which are preliminary. The Pro Forma Financial Information does not
represent what ABN AMRO’s consolidated financial position or income statement
would actually have been if the proposed transaction had in fact occurred or
predict ABN AMRO’s financial position or income statement as of any future date
or for any future period. Consequently, investors are cautioned not to place
undue reliance on the Pro Forma Financial Information. Furthermore,
there can be no certainty that the proposed transaction will be completed in the
manner described herein.
INVESTORS ARE URGED
TO READ ANY DOCUMENTS FILED OR FURNISHED WITH THE US SECURITIES AND EXCHANGE
COMMISSION (‘SEC’) REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME
AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors will be
able to obtain a free copy of such filings without charge, at the SEC's website
(http://www.sec.gov) once such documents are filed or furnished with the SEC.
Copies of such documents may also be obtained from ABN AMRO, without charge,
once they are filed or furnished with the SEC.
Introduction
In
accordance with the Consortium takeover of ABN AMRO Holding N.V. by RFS Holdings
B.V. it is planned that the Dutch State acquired businesses will legally
separate from the Group in the near future.
The following
unaudited Pro Forma Condensed Consolidated Financial Information comprising a
statement of financial position as at 30 June 2009 (‘pro forma statement of
financial position’) and income statements for the six months ended 30 June 2009
and 30 June 2008 and the years ended 31 December 2008, 2007 and 2006 (‘pro forma
income statements’) and the related notes, is based on the published audited and
unaudited financial statements of ABN AMRO Holding N.V., after giving effect to
the proposed divestment of the Dutch State acquired businesses of ABN AMRO,
using assumptions and adjustments described in the accompanying notes to the Pro
Forma Financial Information.
The Pro Forma
Financial Information and accompanying notes should be read in conjunction with
the financial statements and the related notes thereto of ABN AMRO Holding N.V.,
for the six months ended 30 June 2009 and for the year ended 31 December 2008,
filed with the SEC on Forms 6-K dated 28 September 2009. The Pro Forma Financial
Information is presented for information purposes only and does not represent
what the results of operations would actually have been if the combination had
occurred on the dates indicated nor does it project the results of operations
for any future period.
Page 3 of
10
Unaudited
Pro Forma Condensed Consolidated Statement of Financial Position as at 30 June
2009
(Under
IFRS)
|
(amounts
in millions of euros)
|
ABN
AMRO
Holding N.V. (1)
|
Dutch
State
acquired
businesses (2)
|
Pro
Forma Total
|
|||||||||
|
Assets
|
||||||||||||
|
Cash and
balances at central banks
|
18,901 | 6,623 | 12,278 | |||||||||
|
Financial
assets held for trading
|
101,207 | 972 | 100,235 | |||||||||
|
Financial
investments
|
71,427 | 17,373 | 54,054 | |||||||||
|
Loans and
receivables — banks
|
52,753 | 5,770 | 46,983 | |||||||||
|
Loans and
receivables — customers
|
246,947 | 151,989 | 94,958 | |||||||||
|
Other
assets
|
32,010 | 9,396 | 22,614 | |||||||||
|
Total
assets
|
523,245 | 192,123 | 331,122 | |||||||||
|
Liabilities
|
||||||||||||
|
Financial
liabilities held for trading
|
79,952 | 681 | 79,271 | |||||||||
|
Due to
banks
|
68,843 | (9,879 | ) | 78,722 | ||||||||
|
Due to
customers
|
203,979 | 143,047 | 60,932 | |||||||||
|
Issued debt
securities
|
102,074 | 29,377 | 72,697 | |||||||||
|
Other
liabilities
|
39,965 | 17,534 | 22,431 | |||||||||
|
Liabilities
(excluding subordinated liabilities)
|
494,813 | 180,760 | 314,053 | |||||||||
|
Subordinated
liabilities
|
12,189 | 4,473 | 7,716 | |||||||||
|
Total
liabilities
|
507,002 | 185,233 | 321,769 | |||||||||
|
Equity
|
||||||||||||
|
Equity
attributable to shareholders of the parent company
|
16,204 | 6,879 | 9,325 | |||||||||
|
Equity
attributable to non-controlling interests
|
39 | 11 | 28 | |||||||||
|
Total
equity
|
16,243 | 6,890 | 9,353 | |||||||||
|
Total
equity and liabilities
|
523,245 | 192,123 | 331,122 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial statements for the six months ended 30 June 2009 included in its
Interim Financial Report for the six months ended 30 June 2009 on Form
6-K.
|
|
(2)
|
See Notes to
Pro Forma Financial Information - Note 2 on page
8.
|
Page 4 of
10
Unaudited
Pro Forma Condensed Consolidated Income Statement for the six months ended 30
June 2009
(Under
IFRS)
|
(amounts
in millions of euros)
|
ABN
AMRO
Holding N.V. (1)
|
Dutch
State
acquired
businesses (2)
|
Pro
Forma Total
|
|||||||||
|
Net interest
income
|
2,326 | 1,449 | 877 | |||||||||
|
Net fee and
commission income
|
1,128 | 601 | 527 | |||||||||
|
Net trading
income
|
169 | 17 | 152 | |||||||||
|
Results from
financial transactions
|
(1,551 | ) | 204 | (1,755 | ) | |||||||
|
Share of
result in equity accounted investments
|
27 | 49 | (22 | ) | ||||||||
|
Other
operating income
|
155 | 102 | 53 | |||||||||
|
Income of
consolidated private equity holdings
|
240 | 225 | 15 | |||||||||
|
Operating
income
|
2,494 | 2,647 | (153 | ) | ||||||||
|
Operating
expenses
|
4,276 | 1,966 | 2,310 | |||||||||
|
Loan
impairment and other credit risk provisions
|
1,709 | 596 | 1,113 | |||||||||
|
Total
expenses
|
5,985 | 2,562 | 3,423 | |||||||||
|
Operating
profit/(loss) before tax
|
(3,491 | ) | 85 | (3,576 | ) | |||||||
|
Income tax
expense
|
(745 | ) | 8 | (753 | ) | |||||||
|
Profit/(loss)
from continuing operations
|
(2,746 | ) | 77 | (2,823 | ) | |||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
of the parent company
|
(2,748 | ) | 78 | (2,826 | ) | |||||||
|
Minority
interests
|
2 | (1 | ) | 3 | ||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial statements for the six months ended 30 June 2009 included in its
Interim Financial Report for the six months ended 30 June 2009 on Form
6-K.
|
|
(2)
|
See Notes to
Pro Forma Financial Information - Note 2 on page
8.
|
Page 5 of
10
Unaudited
Pro Forma Condensed Consolidated Income Statement for the year ended 31 December
2008
(Under
IFRS)
|
(amounts
in millions of euros)
|
ABN
AMRO
Holding N.V. (1)
|
Dutch
State
acquired
businesses (2)
|
Pro
Forma Total
|
|||||||||
|
Net interest
income
|
5,783 | 3,223 | 2,560 | |||||||||
|
Net fee and
commission income
|
2,629 | 1,322 | 1,307 | |||||||||
|
Net trading
income
|
(9,324 | ) | 190 | (9,514 | ) | |||||||
|
Results from
financial transactions
|
(1,684 | ) | 181 | (1,865 | ) | |||||||
|
Share of
result in equity accounted investments
|
106 | 31 | 75 | |||||||||
|
Other
operating income
|
306 | 242 | 64 | |||||||||
|
Income of
consolidated private equity holdings
|
1,726 | - | 1,726 | |||||||||
|
Operating
income
|
(458 | ) | 5,189 | (5,647 | ) | |||||||
|
Operating
expenses
|
11,629 | 3,786 | 7,843 | |||||||||
|
Loan
impairment and other credit risk provisions
|
3,387 | 776 | 2,611 | |||||||||
|
Total
expenses
|
15,016 | 4,562 | 10,454 | |||||||||
|
Operating
profit/(loss) before tax
|
(15,474 | ) | 627 | (16,101 | ) | |||||||
|
Income tax
expense
|
(2,580 | ) | 156 | (2,736 | ) | |||||||
|
Profit/(loss)
from continuing operations
|
(12,894 | ) | 471 | (13,365 | ) | |||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
of the parent company
|
(12,909 | ) | 465 | (13,374 | ) | |||||||
|
Minority
interests
|
15 | 6 | 9 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from audited
financial statements for the year ended 31 December 2008 included in its
Annual Report on Form 20-F.
|
|
(2)
|
See Notes to
Pro Forma Financial Information - Note 2 on page
8.
|
Page 6 of
10
Unaudited
Pro Forma Condensed Consolidated Income Statement for the six months ended 30
June 2008
(Under
IFRS)
|
(amounts
in millions of euros)
|
ABN
AMRO
Holding N.V. (1)
|
Dutch
State
acquired
businesses (2)
|
Pro
Forma Total
|
|||||||||
|
Net interest
income
|
2,646 | 1,620 | 1,026 | |||||||||
|
Net fee and
commission income
|
1,366 | 693 | 673 | |||||||||
|
Net trading
income
|
(2,282 | ) | 91 | (2,373 | ) | |||||||
|
Results from
financial transactions
|
(703 | ) | 117 | (820 | ) | |||||||
|
Share of
result in equity accounted investments
|
84 | 41 | 43 | |||||||||
|
Other
operating income
|
191 | 126 | 65 | |||||||||
|
Income of
consolidated private equity holdings
|
1,033 | - | 1,033 | |||||||||
|
Operating
income
|
2,335 | 2,688 | (353 | ) | ||||||||
|
Operating
expenses
|
5,624 | 1,811 | 3,813 | |||||||||
|
Loan
impairment and other credit risk provisions
|
479 | 235 | 244 | |||||||||
|
Total
expenses
|
6,103 | 2,046 | 4,057 | |||||||||
|
Operating
profit/(loss) before tax
|
(3,768 | ) | 642 | (4,410 | ) | |||||||
|
Income tax
expense
|
(908 | ) | 148 | (1,056 | ) | |||||||
|
Profit/(loss)
from continuing operations
|
(2,860 | ) | 494 | (3,354 | ) | |||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
of the parent company
|
(2,875 | ) | 488 | (3,363 | ) | |||||||
|
Minority
interests
|
15 | 6 | 9 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from unaudited
financial statements for the six months ended 30 June 2009 included in its
Interim Financial Report for the six months ended 30 June 2009 on Form
6-K.
|
|
(2)
|
See Notes to
Pro Forma Financial Information - Note 2 on page
8.
|
Page 7 of
10
Unaudited
Pro Forma Condensed Consolidated Income Statement for the year ended 31 December
2007
(Under
IFRS)
|
(amounts
in millions of euros)
|
ABN
AMRO
Holding N.V. (1)
|
Dutch
State
acquired
businesses (2)
|
Pro
Forma Total
|
|||||||||
|
Net interest
income
|
4,595 | 3,440 | 1,155 | |||||||||
|
Net fee and
commission income
|
3,852 | 1,541 | 2,311 | |||||||||
|
Net trading
income
|
1,119 | 155 | 964 | |||||||||
|
Results from
financial transactions
|
1,134 | 37 | 1,097 | |||||||||
|
Share of
result in equity accounted investments
|
223 | 54 | 169 | |||||||||
|
Other
operating income
|
1,239 | 335 | 904 | |||||||||
|
Income of
consolidated private equity holdings
|
3,836 | - | 3,836 | |||||||||
|
Operating
income
|
15,998 | 5,562 | 10,436 | |||||||||
|
Operating
expenses
|
14,785 | 3,610 | 11,175 | |||||||||
|
Loan
impairment and other credit risk provisions
|
717 | 378 | 339 | |||||||||
|
Total
expenses
|
15,502 | 3,988 | 11,514 | |||||||||
|
Operating
profit/(loss) before tax
|
496 | 1,574 | (1,078 | ) | ||||||||
|
Income tax
expense
|
(458 | ) | 394 | (852 | ) | |||||||
|
Profit/(loss)
from continuing operations
|
954 | 1,180 | (226 | ) | ||||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
of the parent company
|
827 | 1,150 | (323 | ) | ||||||||
|
Minority
interests
|
127 | 30 | 97 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from audited
financial statements for the year ended 31 December 2008 included in its
Annual Report on Form 20-F.
|
|
(2)
|
See Notes to
Pro Forma Financial Information - Note 2 on page
8.
|
Page 8 of
10
Unaudited
Pro Forma Condensed Consolidated Income Statement for the year ended 31 December
2006
(Under
IFRS)
|
(amounts
in millions of euros)
|
ABN
AMRO
Holding N.V. (1)
|
Dutch
State
acquired
businesses (2)
|
Pro
Forma Total
|
|||||||||
|
Net interest
income
|
4,223 | 3,432 | 791 | |||||||||
|
Net fee and
commission income
|
3,641 | 1,422 | 2,219 | |||||||||
|
Net trading
income
|
2,627 | 126 | 2,501 | |||||||||
|
Results from
financial transactions
|
767 | 5 | 762 | |||||||||
|
Share of
result in equity accounted investments
|
186 | 51 | 135 | |||||||||
|
Other
operating income
|
873 | 339 | 534 | |||||||||
|
Income of
consolidated private equity holdings
|
5,313 | - | 5,313 | |||||||||
|
Operating
income
|
17,630 | 5,375 | 12,255 | |||||||||
|
Operating
expenses
|
14,702 | 3,554 | 11,148 | |||||||||
|
Loan
impairment and other credit risk provisions
|
668 | 381 | 287 | |||||||||
|
Total
expenses
|
15,370 | 3,935 | 11,435 | |||||||||
|
Operating
profit before tax
|
2,260 | 1,440 | 820 | |||||||||
|
Income tax
expense
|
213 | 413 | (200 | ) | ||||||||
|
Profit
from continuing operations
|
2,047 | 1,027 | 1,020 | |||||||||
|
Attributable
to:
|
||||||||||||
|
Shareholders
of the parent company
|
1,982 | 1,007 | 975 | |||||||||
|
Minority
interests
|
65 | 20 | 45 | |||||||||
|
(1)
|
The financial
information for ABN AMRO Holding N.V. has been extracted from audited
financial statements for the year ended 31 December 2008 included in its
Annual Report on Form 20-F.
|
|
(2)
|
See Notes to
Pro Forma Financial Information - Note 2 on page
8.
|
Page 9 of
10
Notes
to Pro Forma Financial Statements
1 Description
of proposed disposal
The financial
statements of ABN AMRO Holding N.V. as at 30 June 2009 and 30 June 2008, and 31
December 2008, 2007 and 2006 have been prepared in accordance with
IFRS.
The pro forma
financial information has been prepared on the following basis:
|
·
|
The pro forma
condensed consolidated IFRS statement of financial position of ABN AMRO
Holding N.V. at 30 June 2009 is presented to show the effect of the
separation of the Dutch State acquired businesses is based upon the
respective consolidated IFRS balances sheets at 30 June 2009 of ABN AMRO
Holding N.V. and the Dutch State acquired businesses as if the proposed
transaction had occurred on 30 June
2009.
|
|
·
|
The pro forma
condensed consolidated IFRS income statement of ABN AMRO Holding N.V. for
the six months ended 30 June 2009 and 30 June 2008 and years ended 31
December 2008, 2007 and 2006 is presented to show the effect of the
separation of the Dutch State acquired businesses and is based upon the
respective consolidated IFRS income statements for the six months ended 30
June 2009 and 30 June 2008 and years ended 31 December 2008, 2007 and 2006
ABN AMRO Holding N.V. and the Dutch State acquired businesses, as if the
proposed transaction had occurred on 1 January
2006.
|
Assumptions
applied:
|
·
|
It is assumed
that the Dutch State acquired businesses, as represented in the 30 June
2009 financial statements of ABN AMRO Holding N.V. will separate from the
remainder of the business by the end of
2009.
|
|
·
|
The Dutch
State acquired businesses serves Dutch commercial clients, Dutch consumer
clients, and Dutch and international private clients, and includes the
International Diamond and Jewelry
business.
|
2 Disposal
adjustments
The estimated
effects of the disposal of the Dutch State acquired businesses were based upon
publicly available information published by ABN AMRO within the ABN AMRO Holding
N.V. Form 6-K Unaudited Interim Financial Report for the six months ended 30
June 2009 and the financial statements for the years ended 31 December 2008,
2007 and 2006 of ABN AMRO Holding N.V. filed on 28 September 2009 with the SEC
on Form 6-K.
The disposal
adjustments of the Dutch State acquired businesses were extracted from the ABN
AMRO Holding N.V. Unaudited Interim Financial Report for the six months ended
2009 filed on Form 6-K on 28 September 2009 and the financial statements for the
years ended 31 December 2008, 2007 and 2006 of ABN AMRO Holding N.V. filed on 28
September 2009 with the SEC on Form 6-K, without material
adjustment.
Page 10 of
10
Signatures
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, thereunto
duly authorized.
| ABN AMRO HOLDING N.V. | ||||||
| Date: | 28 September 2009 | By: |
/s/
David Cole
|
|||
| Name: |
David
Cole
|
|||||
| Title: |
Chief
Financial Officer
|
|||||
| By: | /s/ Petri Hofsté | ||
| Name: | Petri Hofsté | ||
| Title: |
Group
Controller & Deputy Chief Financial
Officer
|
||