8-K

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): March 27, 2017

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)
One Citizens Plaza Providence, RI		02903
(Address of principal executive offices)		(Zip code)

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

Not Applicable

(Former name or former address, if changed since last report.)

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))

Item 7.01 Regulation FD Disclosure.

Citizens Financial Group, Inc. (the Company or CFG) is making changes to its noninterest income presentation for 2017. To assist investors in understanding these changes, the Company has prepared historical supplemental quarterly financial information for 2014, 2015 and 2016, which is attached as Exhibit 99.1.

CFG has determined that the reclassification of its noninterest income will enhance transparency and provide additional granularity, particularly with regard to fee income related to customer activity.

Specifically, the fees tied to loan-related activity such as annual line of credit fees, prepayment penalties and letters of credit and trade services that were previously included in either “Service charges and fees” or “Foreign exchange and letter of credit fees” are now reported in “Letter of credit and loan fees.” Fees related to customer interest rate and foreign exchange risk management products that were previously included in “Foreign exchange” or “Other income” are now reported in “Foreign exchange and interest rate products fees.” Additionally, syndication fee income related to our leasing business previously included in “Other income” is now included in “Capital markets fees.” Finally, “Bank-owned life insurance” is now included in “Other income.”

The supplemental information contained in this Form 8-K, including in Exhibit 99.1, is being provided to assist investors in understanding how the Company’s noninterest income reporting would have been presented in previously filed reports had such results been reported to reflect the realignment discussed above. This realignment does not affect any previously reported results. The Company’s first quarter 2017 earnings release and subsequent financial reports that include noninterest income information will reflect this realignment.

The supplemental information is being furnished pursuant to Item 7.01, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall the supplemental information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Citizens Financial Group, Inc. supplemental information to reflect noninterest income realignment for full year and quarterly periods of 2016, 2015, and 2014, respectively.

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 hereunto duly authorized.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ John F. Woods
	John F. Woods
	Chief Financial Officer

Date: March 27, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1	Citizens Financial Group, Inc. supplemental information to reflect noninterest income realignment for full year and quarterly periods of 2016, 2015, and 2014, respectively.

EX-99.1

Exhibit 99.1

AS RECLASSIFIED	QUARTERLY TRENDS																								FULL YEAR
$s in millions	4Q16		3Q16		2Q16		1Q16		4Q15		3Q15		2Q15		1Q15		4Q14		3Q14		2Q14		1Q14		2016		2015		2014
NONINTEREST INCOME:
Service charges and fees	$	132	$	134	$	130	$	126	$	133	$	127	$	122	$	118	$	126	$	126	$	127	$	124	$	522	$	500	$	503
Card fees		50		52		51		50		60		60		60		52		58		58		61		56		203		232		233
Trust and investment services fees		34		37		38		37		39		41		41		36		38		39		42		39		146		157		158
Letter of credit and loan fees		29		28		28		27		30		28		25		27		28		29		30		27		112		110		114
Foreign exchange and interest rate products fees		31		28		26		18		27		22		22		19		23		22		18		19		103		90		82
Mortgage banking fees		36		33		25		18		20		18		30		33		16		21		14		20		112		101		71
Capital markets fees		37		36		38		25		17		25		34		28		31		26		34		20		136		104		111
Securities gains, net		3		—		4		9		10		2		9		8		1		2		—		25		16		29		28
Other income		25		87		15		20		26		30		17		26		18		18		314		28		147		99		378
Total noninterest income	$	377	$	435	$	355	$	330	$	362	$	353	$	360	$	347	$	339	$	341	$	640	$	358	$	1,497	$	1,422	$	1,678
AS REPORTED	QUARTERLY TRENDS																								FULL YEAR
$s in millions	4Q16		3Q16		2Q16		1Q16		4Q15		3Q15		2Q15		1Q15		4Q14		3Q14		2Q14		1Q14		2016		2015		2014
NONINTEREST INCOME:
Service charges and fees	$	153	$	152	$	150	$	144	$	156	$	145	$	139	$	135	$	144	$	144	$	147	$	139	$	599	$	575	$	574
Card fees		50		52		51		50		60		60		60		52		58		58		61		56		203		232		233
Trust and investment services fees		34		37		38		37		39		41		41		36		38		39		42		39		146		157		158
Capital markets fees		34		34		35		22		15		21		30		22		25		22		26		18		125		88		91
Foreign exchange and letter of credit fees		25		23		21		21		23		22		22		23		25		26		22		22		90		90		95
Mortgage banking fees		36		33		25		18		20		18		30		33		16		21		14		20		112		101		71
Bank-owned life insurance income		14		14		13		13		16		14		14		12		13		13		12		11		54		56		49
Securities gains, net		3		—		4		9		10		2		9		8		1		2		—		25		16		29		28
Other income		28		90		18		16		23		30		15		26		19		16		316		28		152		94		379
Total noninterest income	$	377	$	435	$	355	$	330	$	362	$	353	$	360	$	347	$	339	$	341	$	640	$	358	$	1,497	$	1,422	$	1,678