Form 8-K CITIGROUP INC For: Oct 22

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported) October 22, 2021

Citigroup Inc.

(Exact name of registrant as specified in its charter)

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(212) 559-1000

(Registrant's telephone number,
including area code)

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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:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL:  See Exhibit 99.1

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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).

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Emerging growth company ☐

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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. ◻

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CITIGROUP INC.

Current Report on Form 8-K

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Item 2.05  Costs Associated with Exit or Disposal Activities

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As part of the previously announced intent of Citigroup Inc. (Citi) to exit its consumer franchises in 13 markets across Asia and EMEA, Citi has decided to wind down and close its Korea consumer banking business. All necessary Citi-related Board approvals for this action were received by October 22, 2021. In connection with the wind down plan, Citi expects to incur significant wind down and related charges through the end of 2023, consisting of cash expenditures related to voluntary termination benefits and related charges. Citibank Korea Inc. has begun negotiation of the voluntary termination benefits and related charges with employee unions, and is unable at this time to provide an estimate of the total amount or range of amounts expected to be incurred in connection with the wind down plan. Citi intends to file an amendment to this Current Report on Form 8-K within four business days after it makes a determination of an estimate of the total amount or range of amounts expected to be incurred in connection with the wind down plan.

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Certain statements in this Current Report on Form 8-K are “forward-looking statements” within the meaning of the rules and regulations of the U.S. Securities and Exchange Commission (SEC). 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. These factors include, among others, the successful wind down and closure of the Korea consumer banking business, including within the expected timeframe, the outcome of negotiations with employee unions, the incurrence of unexpected additional charges or expenses, and the precautionary statements included in this current report. These factors also consist of those contained in Citi’s filings with the SEC, including without limitation the “Risk Factors” section of Citi’s 2020 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.

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Item 9.01 Financial Statements and Exhibits.

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(d) Exhibits.

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SIGNATURE

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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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