EMPLOYEE BENEFITS

Pension Plans

Citizens maintains a non-contributory pension plan (the “Plan” or “qualified plan”) that was closed to new hires and re-hires effective January 1, 2009, and frozen to all participants effective December 31, 2012. Benefits under the Plan are based on employees’ years of service and highest five-year average of eligible compensation. The Plan is funded on a current basis, in compliance with the requirements of ERISA. Citizens also provides an unfunded, non-qualified supplemental retirement plan (the “non-qualified plan”), which was closed and frozen effective December 31, 2012.

The qualified plan’s allocation by asset category is presented below:



	Target Asset Allocation	Actual Asset Allocation
Asset Category	2018	2018		2017
Equity securities	53%	51.3	%	54.0	%
Debt securities	46%	47.6	%	45.0	%
Other	1%	1.1	%	1.0	%
Total		100.0	%	100.0	%

The written Pension Plan Investment Policy, set forth by the CFG Retirement Committee, formulates investment principles and guidelines that are appropriate for the needs and objectives of the Plan, and defines the management, structure, and monitoring procedures adopted for the ongoing operation of the aggregate funds of the Plan. Stated goals and objectives are:


•	Achieve a total return, consistent with prudent investment management, that together with any new contributions from the Employer, will be sufficient to meet the benefits which the Plan seeks to provide.


•	The nominal return target for the overall Plan is to meet or exceed the Plan’s Policy Index;


•	Total portfolio risk exposure should generally rank in the mid-range of comparable funds. Risk-adjusted returns are expected to consistently rank in the top-half of comparable funds; and


•	Investment managers shall meet or exceed the return of the designated benchmark index and rank in the top-half of the appropriate asset class and style universe.

The CFG Retirement Committee reviews, at least annually, the assets and net cash flow of the Plan, discusses the current economic outlook and the Plan’s investment strategy with the investment managers, reviews the current asset mix and its compliance with the Policy, and receives and considers statistics on the investment performance of the Plan and its managers.

The equity investment mandates follow a global equity approach. Investments are made in broadly diversified portfolios that contain investments in U.S. and non-U.S. developed and developing economies. The fixed income investment mandates are US investment grade mandates and follow a long duration investment approach. Investment in high-yield bonds are not allowed unless an investment grade bond is downgraded to a non-investment grade category.

The assets of the qualified plan may be invested in any or all of the following asset categories:


•	Equity-oriented investments:


◦	domestic and foreign common and preferred stocks, and related rights, warrants, convertible debentures, and other common share equivalents


•	Fixed income-oriented investments:


◦	domestic and foreign bonds, debentures and notes


◦	mortgages


◦	mortgage-backed securities


◦	asset-backed securities


◦	bank loans


◦	money market securities or cash


◦	financial futures and options on financial futures


◦	forward contracts

In addition, derivatives may be employed under the guidelines established for individual managers in order to manage risk exposures and/or to increase the efficiency of strategies. The extent to which derivatives are utilized will be specified in the investment guidelines for each manager. The Plan will not be exposed to losses through derivatives that exceed the capital invested.

In selecting the expected long-term rate of return on assets, the Company considers the average rate of earnings expected on the funds invested or to be invested to provide for the benefits of this Plan. This includes considering the trust’s asset allocation and the expected returns likely to be earned over the life of the Plan. This basis is consistent with the prior year.

Changes in the fair value of defined benefit pension plan assets, projected benefit obligation, funded status, and accumulated benefit obligation are presented below:



	Year Ended December 31,
	Qualified Plan						Non-Qualified Plan
(in millions)	2018			2017			2018			2017
Fair value of plan assets as of January 1		$1,139			$1,015			$—			$—
Actual return on plan assets	(81		)	185			—			—
Employer contributions	50			—			8			8
Benefits and administrative expenses paid	(58		)	(61		)	(8		)	(8		)
Fair value of plan assets as of December 31	1,050			1,139			—			—
Projected benefit obligation	972			1,089			95			106
Pension asset (obligation)		$78			$50			($95	)		($106	)
Accumulated benefit obligation		$972			$1,089			$95			$106

The defined benefit obligation experienced gains for the year ending December 31, 2018 due to the increase in the discount rate assumption and due to the change in future mortality improvement projection scale to Scale MP-2018 from Scale MP-2017. Citizens recognized actuarial gains and losses (for the qualified and non-qualified plans) in AOCI resulting in an ending balance of $618 million and $585 million at December 31, 2018 and 2017, respectively.

Other changes in plan assets and benefit obligations recognized in OCI (for the qualified, non-qualified and postretirement plans) are presented below:



	Year Ended December 31,
(in millions)	2018			2017			2016
Net periodic pension income		($16	)		($2	)		($1	)
Net actuarial loss (gain)	49			(31		)	54
Amortization of prior service credit	1			1			1
Amortization of net actuarial loss	(17		)	(18		)	(16		)
Total recognized in other comprehensive income (loss)	33			(48		)	39
Total recognized in net periodic pension cost and other comprehensive income (loss)		$17			($50	)		$38

Pension costs under defined benefit plans are actuarially computed and include current service costs and amortization of prior service costs over the participants’ average future working lifetime. The actuarial cost method used in determining the net periodic pension cost is the projected unit method.

The components of net periodic pension (income) cost for the Company’s qualified and non-qualified plans are presented below:



	Year Ended December 31,
	Qualified Plan									Non-Qualified Plan						Total
(in millions)	2018			2017			2016			2018		2017		2016		2018			2017			2016
Service cost		$3			$3			$3			$—		$—		$—		$3			$3			$3
Interest cost	39			42			44			4		4		4		43			46			48
Expected return on plan assets	(79		)	(69		)	(68		)	—		—		—		(79		)	(69		)	(68		)
Amortization of actuarial loss	15			16			14			2		2		2		17			18			16
Net periodic pension (income) cost⁽¹⁾		($22	)		($8	)		($7	)		$6		$6		$6		($16	)		($2	)		($1	)

⁽¹⁾In the Consolidated Statements of Operations, service cost is presented in salaries and employee benefits, and all other components of net periodic pension (income) costs are presented in other operating expense.

Weighted-average rates assumed in determining the actuarial present value of benefit obligations and net periodic benefit cost are presented below:



	As of and for the Year Ended December 31,
	2018		2017		2016
Assumptions for benefit obligations
Discount rate-qualified plan	4.330	%	3.670	%	4.190	%
Discount rate-non-qualified plan	4.240	%	3.530	%	4.050	%
Expected long-term rate of return on plan assets	7.000	%	7.000	%	7.500	%
Assumptions for net periodic pension cost
Discount rate-qualified plan	3.670	%	4.190	%	4.640	%
Discount rate-non-qualified plan	3.530	%	4.050	%	4.540	%
Expected long-term rate of return on plan assets	7.000	%	7.000	%	7.500	%

On September 12, 2018, Citizens made a contribution of $50 million to the qualified plan. No contribution was made to the qualified plan in 2017. Citizens expects to contribute approximately $9 million to the non-qualified plan in 2019. No contribution to the qualified plan is planned in 2019.

Expected future benefit payments for the qualified and non-qualified plans are presented below:



	(in millions)
Expected benefit payments by fiscal year ending:
December 31, 2019		$64
December 31, 2020	64
December 31, 2021	65
December 31, 2022	66
December 31, 2023	67
December 31, 2024 - 2028	340

Fair Value Measurements

The following valuation techniques are used to measure the qualified pension plan assets at fair value:

Cash and money market funds and U.S government obligations:

Cash and money market funds represent instruments that generally mature in one year or less and are valued at cost, which approximates fair value. U.S. government obligations are valued at quoted prices in active markets for identical assets. These investments are classified as Level 1.

Non-U.S government obligations, municipal obligations, corporate bonds, bank loans, and asset-backed securities:

Non-U.S. government obligations, municipal obligations, corporate bonds, bank loans, and asset-backed securities are valued at the quoted market prices determined in the active markets in which the securities are traded. If quoted market prices are not available, the fair value for the security is estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. These investments are classified as Level 2, because they currently trade in active markets for similar securities and the inputs to the valuations are observable.

The following table presents qualified pension plan assets measured at fair value within the fair value hierarchy:



	Fair Value Measurements as of December 31, 2018
(in millions)	Total		Level 1		Level 2		Level 3
Assets:
Cash and money market funds		$12		$12		$—		$—
Managed portfolio assets:
U.S. government obligations	5		5		—		—
Non-U.S. government obligations	1		—		1		—
Municipal obligations	1		—		1		—
Corporate bonds	99		—		99		—
Bank loans	1		—		1		—
Total assets in the fair value hierarchy	119		17		102		—
Investments measured at net asset value ⁽¹⁾	931
Assets at fair value at measurement date of December 31, 2018		$1,050		$17		$102		$—

⁽¹⁾Certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.

The following table presents qualified pension plan assets measured at fair value within the fair value hierarchy:



	Fair Value Measurements as of December 31, 2017
(in millions)	Total		Level 1		Level 2		Level 3
Assets:
Managed portfolio assets
U.S. government obligations		$8		$—		$8		$—
Non-U.S. government obligations	2		—		2		—
Municipal obligations	1		—		1		—
Corporate bonds	102		—		102		—
Asset-backed securities	1		—		1		—
Total assets in the fair value hierarchy	114		—		114		—
Investments measured at net asset value ⁽¹⁾	1,024
Assets at fair value at measurement date of December 31, 2017		$1,138		$—		$114		$—

⁽¹⁾Certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.

There were no transfers among Levels 2 or 3 during the years ended December 31, 2018 and 2017. The fair values of participation units held in the common and collective funds and limited partnerships are based on NAV.

The following table presents the unfunded commitments, redemption frequency and redemption notice period for Plan investments that utilize net asset value to determine fair value:

Fair Value Estimated Using Net Asset Value per Share December 31,

Unfunded

Redemption

Investment (dollars in millions)

2018

2017

Commitment

Frequency

Restrictions

Notice Period

Liquid Cash Fund

$—

$11

$—

Daily

None

Same day before 5:30pm ET

Common and Collective Funds:

Global equities funds

399

472

—

Daily

None

3 days

Balanced funds

221

214

—

Daily

None

2 days

Fixed income fund

139

150

—

Daily

None

3 days

Managed Portfolio - Fixed Income Mutual Fund ⁽¹⁾

—

Daily

None

1 days

Limited Partnerships:

Global equity fund

140

142

—

Monthly

None

3 days

Total

$931

$1,024

$—

⁽¹⁾ The managed portfolio fixed income mutual fund seeks to outperform the Barclay’s U.S. Long Credit Index or similar benchmark.

Postretirement Benefits

Citizens provides health care insurance benefits to eligible retirees and their spouses, domestic partners and eligible dependents through age 65, at which time Medicare becomes the primary coverage provider. Employees enrolled in medical coverage immediately prior to retirement and meeting eligibility requirements can elect retiree medical coverage. Coverage must be elected at the time of retirement and cannot be elected at a future date. Spouses, domestic partners and eligible dependents may be covered only if covered at the time of the employee’s retirement. Citizens reviews coverage on an annual basis and reserves the right to modify or cancel coverage at any renewal date. Effective July 1, 2014, the Company utilizes a private health care exchange to provide medical and dental benefits to current and future Medicare-eligible plan participants. Citizens provides a fixed subsidy to a small, closed group of eligible participants based on the subsidy levels prior to July 1, 2014; eligible participants pay the cost of benefits in excess of the fixed subsidy. The cost of postretirement benefits other than pensions is recognized on an accrual basis during the periods employees provide services to earn those benefits.

Expected future benefit payments for the postretirement benefit plan are presented below:



	(in millions)
Expected benefit payments by fiscal year ending:
December 31, 2019		$1
December 31, 2020	1
December 31, 2021	1
December 31, 2022	1
December 31, 2023	1
December 31, 2024 - 2028	5

Citizens expects to contribute approximately $1 million to the postretirement benefit plan during 2019.

The discount rate assumed in determining the actuarial present value of benefit obligations was 3.98% as of December 31, 2018 compared with 3.20% as of December 31, 2017. For measurement purposes, the assumed annual rate of increase in the per capita cost of covered health care benefits was 6.5% in December 31, 2018 and is expected to decrease gradually to 5.0% by 2025. On December 31, 2017 the assumed annual rate of increase in the per capita cost of covered health care benefits was 7.0% and was expected to decrease gradually to 5.0% by 2022. Weighted-average rates assumed in determining the net periodic benefit cost of the postretirement benefits plan are as follows:



	For the Year Ended December 31,
(dollars in millions)	2018		2017
Discount rate	3.200	%	3.530	%
Rate of compensation increase	N/A		N/A

401(k) Plan

Citizens sponsors a 401(k) plan under which employee tax-deferred/Roth after-tax contributions to the plan are matched by the Company after completion of one year of service. Effective January 1, 2015, contributions were matched at 100% up to an overall limitation of 4% on a pay period basis. Substantially all employees will receive an additional 2% of earnings after completion of one year of service, subject to limits set by the Internal Revenue Service. Amounts contributed and expensed by the Company were $68 million in 2018 compared to $61 million in 2017 and $55 million in 2016.