8-K
Citigroup Inc (C)
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) June 23, 2022
Citigroup Inc .
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Delaware | 1-9924 | 52-1568099 |
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| | | |
| 388 Greenwich Street , New York , New York<br><br>(Address of principal executive offices) | | 10013 (Zip Code) |
( 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))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.1
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
On June 23, 2022, the Federal Reserve Board communicated that Citigroup Inc.’s (Citi) Stress Capital Buffer (SCB) requirement would increase from the currently effective requirement of 3.0% to 4.0% for the four-quarter window of 4Q 2022 to 3Q 2023. Accordingly, effective October 1, 2022, Citi is required to maintain an 11.5% effective minimum Common Equity Tier 1 (CET 1) Capital ratio under the Standardized Approach, incorporating this SCB and its current GSIB surcharge of 3.0%. Citi’s effective minimum CET 1 Capital ratio under the Advanced Approaches (using the fixed 2.5% Capital Conservation Buffer) will remain unchanged at 10%. Commencing January 1, 2023, Citi’s GSIB surcharge will increase from 3.0% to 3.5%, which will be applicable to both the Standardized Approach and the Advanced Approaches, resulting in a minimum CET 1 regulatory requirement of 12% under the Standardized Approach and 10.5% under the Advanced Approaches, both as of such date. As of March 31, 2022, Citi’s CET 1 Capital ratio was 11.4% under both the Standardized and Advanced Approaches.
Citi plans to maintain the current common dividend of $0.51 per share in the third quarter of 2022. Citi’s quarterly common dividend is subject to approval by Citi’s Board of Directors and the latest financial and macroeconomic conditions.
Certain statements in this report are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. These statements are not guarantees of future results or occurrences. Actual results and capital and other financial condition may differ materially from those included in these statements due to a variety of factors, including, among others, the ongoing or forecasted impacts to Citigroup’s results of operations and financial condition related to or resulting from Russia’s military action in Ukraine, including the imposition of additional sanctions and export controls, as well as the broader impacts to financial markets and the global macroeconomic and geopolitical environments; higher inflation and its impacts; higher interest rates and the impacts on macroeconomic conditions, customer and client behavior, as well as Citi’s funding costs; regulatory requirements; macroeconomic and other challenges and uncertainties related to the COVID-19 pandemic, such as the impacts to the U.S. and global economies; consummation of Citi’s exits and wind-down, and the impact of any additional CTA or other losses; and the precautionary statements included in this report. These factors also consist of those contained in Citi’s filings with the U.S. Securities and Exchange Commission, including without limitation the "Risk Factors" section of Citi’s 2021 Form 10-K. Any forward-looking statements made by or on behalf of Citi speak only as to the date they are made, and Citi does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit<br>Number | **** | |
|---|---|---|
| | | |
| 99.1 | | Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 as of the filing date. |
| 104 | | 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.
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|---|---|---|
| | CITIGROUP INC. | |
| | | |
| Dated: June 27, 2022 | | |
| | By: | /s/ Johnbull E. Okpara |
| | | Johnbull E. Okpara |
| | | Controller and Chief Accounting Officer |
| | | (Principal Accounting Officer) |
| | | ||
|---|---|---|---|
| | | | Exhibit 99.1 |
| | | | |
| Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: | |||
| | | | |
| Title of each class | Ticker Symbol(s) | Title for iXBRL | Name of each exchange on which registered |
| | | ||
| Common Stock, par value $.01 per share | C | Common Stock, par value $.01 per share | New York <br>Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J | C Pr J | Dep Shs, represent 1/1,000th interest in a share of 7.125% Fix/Float Rate Noncum Pref Stk, Ser J | New York <br>Stock Exchange |
| Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K | C Pr K | Dep Shs, represent 1/1,000th interest in a share of 6.875% Fix/Float Rate Noncum Pref Stk, Ser K | New York <br>Stock Exchange |
| 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | C/36Y | 7.625% TRUPs of Cap III (and registrant’s guaranty) | New York <br>Stock Exchange |
| 7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS^®^) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) | C N | 7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | C/36A | MTN, Series N, Callable Step-Up Coupon Notes Due Mar 2036 of CGMHI (and registrant’s guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes Due February 26, 2036 of CGMHI (and registrant's guaranty with respect thereto) | C/36 | MTN, Series N, Callable Step-Up Coupon Notes Due Feb 2036 of CGMHI (and registrant's guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 of CGMHI (and registrant's guaranty with respect thereto) | C/35 | MTN, Series N, Callable Fixed Rate Notes Due Dec 2035 of CGMHI (and registrant's guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | C/28 | MTN, Series N, Floating Rate Notes Due Apr 2028 of CGMHI (and registrant’s guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto) | C/26 | MTN, Series N, Floating Rate Notes Due Sept 2026 of CGMHI (and registrant’s guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | C/28A | MTN, Series N, Floating Rate Notes Due Sept 2028 of CGMHI (and registrant’s guaranty) | New York <br>Stock Exchange |
|---|---|---|---|
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | C/28B | MTN, Series N, Floating Rate Notes Due Oct 2028 of CGMHI (and registrant’s guaranty) | New York <br>Stock Exchange |
| Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto) | C/29A | MTN, Series N, Floating Rate Notes Due Mar 2029 of CGMHI (and registrant’s guaranty) | New York <br>Stock Exchange |