Citizens Financial Group Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Citizens Financial Group Inc. has submitted its 2023 annual report detailing its financial performance and operations.</b>

AI Summary

CITIZENS FINANCIAL GROUP INC/RI (CFG-PI) filed a Annual Report (10-K) with the SEC on February 16, 2024. Citizens Financial Group Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business is Commercial Banks (SIC 6022). The filing includes financial data for the fiscal years 2023, 2022, and 2021. Citizens Financial Group Inc. is incorporated in Delaware.

Why It Matters

For investors and stakeholders tracking CITIZENS FINANCIAL GROUP INC/RI, this filing contains several important signals. This 10-K filing provides a comprehensive overview of Citizens Financial Group's financial health, operational strategies, and risk factors for the fiscal year 2023, crucial for investors to assess the company's performance and future outlook. The detailed financial statements and disclosures within the 10-K allow stakeholders to understand the company's revenue streams, profitability, asset management, and compliance with regulatory requirements.

Risk Assessment

Risk Level: medium — CITIZENS FINANCIAL GROUP INC/RI shows moderate risk based on this filing. The company operates in the highly regulated banking sector, which presents inherent risks related to economic downturns, interest rate fluctuations, and compliance with evolving financial regulations.

Analyst Insight

Investors should review the detailed financial statements and risk factors in the 10-K to understand Citizens Financial Group's performance and strategic positioning in the current economic environment.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting Period)
• 2024-02-16 — Filing Date (Submission Date)
• 2023 — Fiscal Year (Period of Report)
• 2022 — Previous Fiscal Year (Comparative Data)
• 2021 — Prior Fiscal Year (Comparative Data)

Key Players & Entities

• CITIZENS FINANCIAL GROUP INC/RI (company) — Filer
• 0000759944 (company) — Central Index Key
• 6022 (company) — Standard Industrial Classification
• DE (company) — State of Incorporation
• PROVIDENCE (company) — Business Address City
• RI (company) — Business Address State
• 2039006715 (company) — Business Phone
• USD (dollar_amount) — Currency

FAQ

Industry Context

Citizens Financial Group operates within the commercial banking industry, a sector characterized by significant regulatory oversight and sensitivity to macroeconomic conditions.

Regulatory Implications

As a financial institution, Citizens Financial Group is subject to extensive regulation by federal and state authorities, including oversight from the Federal Reserve and state banking departments.

What Investors Should Do

1. Review the consolidated financial statements for the fiscal year ended December 31, 2023.
2. Analyze the Management's Discussion and Analysis of Financial Condition and Results of Operations section for insights into performance drivers.
3. Examine the Risk Factors section for potential challenges and uncertainties facing the company.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the 10-K filing.
• 2024-02-16: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, superseding previous quarterly and annual filings for the period.

Key Financial Figures

• $0.01 — ange on which registered Common stock, $0.01 par value per share CFG New York Stock
• $26.08 — Financial Group, Inc. common shares of $26.08 as reported on the New York Stock Excha
• $222.0 b — cember 31, 2023, we had total assets of $222.0 billion, total deposits of $177.3 billion
• $177.3 billion — ts of $222.0 billion, total deposits of $177.3 billion and total stockholders' equity of $24.3
• $24.3 billion — llion and total stockholders' equity of $24.3 billion. We are a BHC incorporated under Delaw
• $25 m — usinesses with annual revenues of up to $25 million, with products and services that
• $25 million — nd institutions with annual revenues of $25 million to more than $3.0 billion and strives t
• $3.0 billion — al revenues of $25 million to more than $3.0 billion and strives to be a trusted advisor to
• $500 m — annual gross revenues of $25 million to $500 million, and corporate clients with annua
• $500 million — rporate clients with annual revenues of $500 million to more than $3.0 billion in the United

Filing Documents

• cfg-20231231.htm (10-K) — 6260KB
• exhibit46-q42023.htm (EX-4.6) — 82KB
• exhibit47-q42023.htm (EX-4.7) — 9KB
• exhibit104-rsuagmt.htm (EX-10.4) — 71KB
• exhibit106-psuagmt.htm (EX-10.6) — 78KB
• exhibit1024-voluntaryexecu.htm (EX-10.24) — 5KB
• exhibit1026-deferredcashag.htm (EX-10.26) — 80KB
• exhibit211-q42023.htm (EX-21.1) — 45KB
• a231-consentletterxq42023.htm (EX-23.1) — 3KB
• a311certexceo302-q42023.htm (EX-31.1) — 10KB
• a312certexcfo302-q42023.htm (EX-31.2) — 9KB
• a321certexceo906-q42023.htm (EX-32.1) — 5KB
• a322certexcfo906-q42023.htm (EX-32.2) — 5KB
• exhibit971-cfgxclawbackpol.htm (EX-97.1) — 36KB
• cfg-20231231_g1.jpg (GRAPHIC) — 46KB
• cfg-20231231_g2.jpg (GRAPHIC) — 88KB
• cfg-20231231_g3.gif (GRAPHIC) — 222KB
• 0000759944-24-000039.txt (&nbsp;) — 32250KB
• cfg-20231231.xsd (EX-101.SCH) — 145KB
• cfg-20231231_cal.xml (EX-101.CAL) — 278KB
• cfg-20231231_def.xml (EX-101.DEF) — 940KB
• cfg-20231231_lab.xml (EX-101.LAB) — 1749KB
• cfg-20231231_pre.xml (EX-101.PRE) — 1323KB
• cfg-20231231_htm.xml (XML) — 7033KB

Forward-looking Statements

Forward-looking Statements 5 Part I.

Risk Factors

Item 1A. Risk Factors 20

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 33

Cybersecurity

Item 1C. Cybersecurity 33

Properties

Item 2. Properties 34

Legal Proceedings

Item 3. Legal Proceedings 34

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 34 Part II.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34

Reserved

Item 6. Reserved 36

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 37

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk 77

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 78 Consolidated Balance Sheets 84 Consolidated Statements of Operations 85 Consolidated Statements of Comprehensive Income 86 Consolidated Statements of Changes in Stockholders' Equity 87 Consolidated Statements of Cash Flows 88

Notes to Consolidated Financial Statements

Notes to Consolidated Financial Statements 90

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 153

Controls and Procedures

Item 9A. Controls and Procedures 153

Other Information

Item 9B. Other Information 154

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 154 Part III.

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 154

Executive Compensation

Item 11. Executive Compensation 154

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 155

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 155

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 155 Part IV.

Exhibits and Financial Statement Schedules

Item 15. Exhibits and Financial Statement Schedules 155

Form 10-K Summary

Item 16. Form 10-K Summary 159

Signatures

Signatures 160 Citizens Financial Group, Inc. | 1 GLOSSARY OF ACRONYMS AND TERMS The following is a list of common acronyms and terms used regularly in our financial reporting: AACL Adjusted Allowance for Credit Losses ACL Allowance for Credit Losses: Allowance for Loan and Lease Losses plus Allowance for Unfunded Lending Commitments AFS Available for Sale ALLL Allowance for Loan and Lease Losses ALM Asset and Liability Management AOCI Accumulated Other Comprehensive Income (Loss) ASU Accounting Standards Update ATM Automated Teller Machine Bank Holding Company Act The Bank Holding Company Act of 1956 BHC Bank Holding Company Board or Board of Directors The Board of Directors of Citizens Financial Group, Inc. bps Basis Points Capital Plan Rule Federal Reserve Regulation Y Capital Plan Rule CBNA Citizens Bank, National Association CCAR Comprehensive Capital Analysis and Review CCB Capital Conservation Buffer CECL Current Expected Credit Losses (ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments) CET1 Common Equity Tier 1 CEO Chief Executive Officer CET1 capital ratio Common Equity Tier 1 capital divided by total risk-weighted assets as defined under the U.S. Basel III Standardized approach CFPB Consumer Financial Protection Bureau Citizens, CFG, the Company, we, us, or our Citizens Financial Group, Inc. and its Subsidiaries CLTV Combined Loan-to-Value CMO Collateralized Mortgage Obligation COVID Coronavirus Disease CRA Community Reinvestment Act CRE Commercial Real Estate DE&I Diversity, Equity and Inclusion DIF Deposit Insurance Fund Dodd-Frank Act The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 EAD Exposure at Default EEO-1 report Mandatory report on workforce demographics submitted annually to the U.S. Equal Employment Opportunity Commission EPS Earnings Per Share ESG Environmental, Social, and Governance ESPP Employee Stock Purchase

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words "believes," "expects," "anticipates," "estimates," "intends," "plans," "goals," "targets," "initiatives," "potentially," "probably," "projects," "outlook," "guidance" or similar expressions or future conditional verbs such as "may," "will," "should," "would," and "could." Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: Negative economic, business and political conditions, including as a result of the interest rate environment, supply chain disruptions, inflationary pressures and labor shortages, that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits; The general state of the economy and employment, as well as general business and economic conditions, and changes in the competitive environment; Our capital and liquidity requirements under regulatory standards and our ability to generate capital and liquidity on favorable terms; The effect

BUSINESS

ITEM 1. BUSINESS Citizens Financial Group, Inc. is headquartered in Providence, Rhode Island. We offer a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Our products and services are offered through more than 1,100 branches in 14 states and the District of Columbia and 105 retail and commercial non-branch offices, though certain lines of business serve national markets. At December 31, 2023, we had total assets of $222.0 billion, total deposits of $177.3 billion and total stockholders' equity of $24.3 billion. We are a BHC incorporated under Delaware state law in 1984 and our primary federal regulator is the FRB. CBNA is our banking subsidiary, whose primary federal regulator is the OCC. Business Segments We manage our business through two primary business segments: Consumer Banking and Commercial Banking. Our activities outside these segments are classified as Non-Core or Other. Non-Core includes our indirect auto and certain purchased consumer loan portfolios that we discontinued the origination of as part of our recently announced balance sheet optimization strategy. Other includes treasury activities, wholesale funding, the securities portfolio, community development assets, and other unallocated assets, liabilities, capital, revenues, provision (benefit) for credit losses and expenses, including income tax expense. For additional information regarding our business segments see the "Business Operating Segments" section of Item 7 and Note 26 in Item 8. Consumer Banking Segment Consumer Banking serves consumer customers and small businesses with annual revenues of up to $25 million, with products and services that include deposits, mortgage and home equity lending, credit cards, small business loans, wealth management and investment services largely across our 14-state traditional banking footprint. We also offer education and point-of-sale fina

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