Attached files

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EX-32.2 - EXHIBIT 32.2 - CITIZENS FINANCIAL GROUP INC/RIa322certexhibitcfo906-2017.htm
EX-32.1 - EXHIBIT 32.1 - CITIZENS FINANCIAL GROUP INC/RIa321certexhibitceo906-2017.htm
EX-31.2 - EXHIBIT 31.2 - CITIZENS FINANCIAL GROUP INC/RIa312certexhibitcfo302-2017.htm
EX-31.1 - EXHIBIT 31.1 - CITIZENS FINANCIAL GROUP INC/RIa311certexhibitceo302-2017.htm
EX-12.2 - EXHIBIT 12.2 - CITIZENS FINANCIAL GROUP INC/RIa122compratioearningscombf.htm
EX-12.1 - EXHIBIT 12.1 - CITIZENS FINANCIAL GROUP INC/RIa121compratioearningsfixed.htm

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended
December 31, 2017
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From
(Not Applicable)
Commission File Number 001-36636
image0a18.jpg
(Exact name of the registrant as specified in its charter)
Delaware
 
05-0412693
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification Number)
One Citizens Plaza, Providence, RI 02903
(Address of principal executive offices, including zip code)

(401) 456-7000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common stock, $0.01 par value per share
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ü] Yes [ ] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ü] No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. [ü] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ü] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ü]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
[ü]
Accelerated filer
[ ]
Non-accelerated filer (Do not check if a smaller reporting company)
[ ]
Smaller reporting company
[ ]
 
 
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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [ü] No

The aggregate market value of voting stock held by nonaffiliates of the Registrant was $18,016,585,315 (based on the June 30, 2017 closing price of
Citizens Financial Group, Inc. common shares of $35.68 as reported on the New York Stock Exchange). There were 487,325,116 shares of Registrant’s common stock ($0.01 par value) outstanding on February 1, 2018.
Documents incorporated by reference

None.



CITIZENS FINANCIAL GROUP, INC.


EXPLANATORY NOTE

Citizens Financial Group, Inc. (the “Company”) has prepared this Amendment No. 1 (this “Amendment”) on Form 10-K/A to its annual report on Form 10-K for the fiscal year ended December 31, 2017 (the “Form 10-K”), as filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2018, for the purpose of refiling Exhibits 12.1 and 12.2 to the Form 10-K. No revisions are being made to the Company’s financial statements and no other changes are being made to any other disclosure contained in the Form 10-K.

This Amendment is an exhibit-only filing to refile two exhibits relating to the computation of ratio of earnings to fixed charges to include 2017 information that was omitted from the original filing. Except for the refiling of such exhibits, this Amendment does not update any other exhibits as originally filed.

In addition, pursuant to the rules of the SEC, Item 15 of the Form 10-K has been amended to contain currently dated certifications of the Company’s Chief Executive Officer and Chief Financial Officer, as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.





CITIZENS FINANCIAL GROUP, INC.


SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) 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 on March 1, 2018.        
    
CITIZENS FINANCIAL GROUP, INC.
(Registrant)
 
 
By:
/s/ Randall J. Black
 
Name: Randall J. Black
 
Title: Executive Vice President and Controller
 
(Principal Accounting Officer and Authorized Officer)
 
 





CITIZENS FINANCIAL GROUP, INC.


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3) Exhibits



















CITIZENS FINANCIAL GROUP, INC.




















CITIZENS FINANCIAL GROUP, INC.






















CITIZENS FINANCIAL GROUP, INC.



















101
The following materials from the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements**
† Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
** Previously filed with the Form 10-K.