UNITED STATES
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) April 12, 2022
Citigroup Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 1-9924 | 52-1568099 |
(State or other jurisdiction | (Commission | (IRS Employer |
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388 Greenwich Street, New York, (Address of principal executive offices) | | 10013 |
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻
CITIGROUP INC.
Current Report on Form 8-K
Item 7.01 Regulation FD Disclosure.
As previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021 (2021 Annual Report on Form 10-K) and its Current Report on Form 8-K filed on March 2, 2022, in the first quarter of 2022, Citigroup (Citi) made management reporting changes to align with its vision and strategy, as part of its strategic refresh. Also in the first quarter of 2022, Citi revised its financial reporting structure to align with these management reporting changes. For additional information on the management reporting changes and revised financial reporting structure, including revised segments and reporting units, please see page 6 of Citi’s 2021 Annual Report on Form 10-K.
Accordingly, Citi is furnishing the attached Summary Historical Financial Information for the three year quarterly and annual periods ended December 31, 2021, reflecting the first quarter 2022 revisions to its financial reporting structure. This Current Report on Form 8-K is intended to facilitate and assist with comparability of information to be included in Citi’s first quarter of 2022 earnings announcement on April 14, 2022, including Citi’s Quarterly Financial Data Supplement for the quarter ended March 31, 2022. This Current Report on Form 8-K, including the attached Exhibit 99.1, is being “furnished” pursuant to the Securities Exchange Act of 1934 (Act) and thus shall not be deemed to be “filed” for purposes of Section 18 of the Act or otherwise subject to the liabilities of that section or incorporated by reference into any filings under the Securities Act of 1933.
After the filing of its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 (First Quarter 2022 Form 10-Q), Citi intends to file a Current Report on Form 8-K, consistent with ASC 280, Segment Reporting, containing the applicable historical audited financial statements and notes, and certain Management’s Discussion and Analysis of Financial Condition and Results of Operations sections from Citi’s 2021 Annual Report on Form 10-K, conformed to reflect the revised financial reporting structure.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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99.1 | | |
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99.2 | | |
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104.1 | | See the cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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. |
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Dated: April 12, 2022 | | |
| By: | /s/ Johnbull E. Okpara |
| | Johnbull E. Okpara |
| | Controller and Chief Accounting Officer |
| | (Principal Accounting Officer) |