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): January 17, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CFG	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	CFG PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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.  ☐

Item 2.02   Results of Operations and Financial Condition.

On January 17, 2020, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its fourth quarter and full year 2019 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01   Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

	Exhibit Number	Description
(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated January 17, 2020
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued January 17, 2020
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2019
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
	Vice Chairman and Chief Financial Officer

Date: January 17, 2020

EX-99.1

Exhibit 99.1

Citizens Financial Group, Inc. Reports Fourth Quarter Net Income of

$450 million and EPS of $0.98

Underlying net income of $454 million with EPS of $0.99*

Record noninterest income up 17% year over year, paced by strong results in mortgage banking with record results in capital markets and foreign exchange and interest rate products

2019 net income of $1.8 billion and EPS of $3.81

2019 Underlying net income of $1.8 billion up 4% and EPS of $3.84 up 8% from 2018

Tangible book value per share of $32.08 up 12% year over year

Board declares an 8% increase in quarterly common stock dividend

PROVIDENCE, RI (January 17, 2020) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported fourth quarter net income of $450 million, down 3% from $465 million in fourth quarter 2018, with earnings per share of $0.98, up 2% from $0.96 per share in fourth quarter 2018. Fourth quarter 2019 results reflect a net $4 million, or $(0.01) per share, after-tax reduction from notable items compared with a net $9 million, or $(0.02) per share, in fourth quarter 2018 and a net $4 million, or $(0.01) per share, in third quarter 2019. Full year 2019 net income available to common stockholders of $1.7 billion compares with $1.7 billion in 2018, with EPS of $3.81, up 8% from $3.52 in 2018. 2019 ROTCE of 12.6% compares with 12.9% in 2018. 2019 results reflect a net $17 million after-tax reduction, or $(0.03) per fully diluted share, from notable items compared with a net $16 million, or $(0.04) per share, in 2018.

On an Underlying basis, which excludes notable items, fourth quarter 2019 net income available to common stockholders of $431 million decreased 6% from fourth quarter 2018 and 1% from third quarter 2019. Underlying EPS of $0.99 per share increased 1% from fourth quarter 2018 and 1% from third quarter 2019. Underlying fourth quarter 2019 ROTCE of 12.5% compares with 14.1% in fourth quarter 2018 and 12.6% in third quarter 2019. Tangible book value per common share of $32.08 increased 12% from fourth quarter 2018 and 2% from third quarter 2019. On an Underlying basis, full year 2019 net income available to common stockholders of $1.7 billion increased 2% and diluted EPS of $3.84 increased 8% from 2018 levels. On an Underlying basis, 2019 ROTCE of 12.8% compares with 13.1% in 2018 reflecting the challenging rate environment.

“We are pleased to report solid results this quarter, as strength in our fee-based businesses and good loan growth in Consumer and Commercial offset pressure on net interest margin from the external rate environment,” said Chairman and Chief Executive Officer Bruce Van Saun. “We are pleased with the progress we made this year in building out our capabilities, enhancing customer advice and experience, and positioning our technology eco-system for the future. Success in 2020 will require further disciplined execution, but the building blocks are in place with our TOP 6 program and related strategic initiatives.”

*References in this release to “Underlying” results exclude notable items and are Non-GAAP Financial Measures. “Underlying results before the impact of Acquisitions” exclude the impact of acquisitions that occurred after second quarter 2018 and notable items, as applicable. Where there is a reference to “Underlying” results in a paragraph, all measures that follow these references are on the same basis. Additional information regarding the impact of notable items and Acquisitions on our results is described in this release. Please see the end of this release for important information on our use of Key Performance Metrics and Non-GAAP Financial Measures, as applicable, and their reconciliation to GAAP financial measures. References in this release to balance sheet items are on an average basis and loans exclude loans held for sale (“LHFS”) unless otherwise noted. References to net interest margin are on a fully taxable equivalent (“FTE”) basis and all references to earnings per share represent fully diluted per common share. References to consolidated and/or commercial loans and loan growth include leases. The “Company” refers to Citizens. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

Citizens Financial Group, Inc.

Citizens’ board of directors has declared an 8% increase in its quarterly cash dividend to $0.39 per common share. The first quarter dividend is now 22% higher than a year ago. The dividend is payable on February 12, 2020 to shareholders of record at the close of business on January 29, 2020.

2

Citizens Financial Group, Inc.

Fourth quarter 2019 vs. fourth quarter 2018

Key highlights

• Fourth quarter results reflect revenue growth of $44 million, or 3%; up 2% on an Underlying basis, despite the challenging rate environment. Record Underlying noninterest income up 16%, paced by strong results in mortgage banking with record results in capital markets and foreign exchange and interest rate products.

• Fourth quarter 2019 results reflect a net $4 million after-tax reduction, or $(0.01) per share, from notable items compared with a net $9 million after-tax reduction, or $(0.02) per share, in fourth quarter 2018. Fourth quarter 2019 notable items, including a $24 million benefit, or $0.06 per share, largely tied to legacy tax matters, lowered the reported effective tax rate from approximately 21.5% to 16.8%, which helped offset TOP and integration costs.

• Results reflect an efficiency ratio of 60.3% and ROTCE of 12.4%; delivered an Underlying efficiency ratio of 58.0% and ROTCE of 12.5%.

• Period-end loan-to-deposit ratio of 95.0% improved from 97.6%.

• Tangible book value per common share of $32.08 increased 12%. Fully diluted average common shares outstanding decreased 32.6 million shares, or 7%.

Results

• Underlying total revenue increased $39 million, or 2%, reflecting strength in noninterest income and lower net interest income.

• Net interest income decreased 2%, reflecting the challenging rate and yield curve environment, partially offset by the impact of 4% growth in interest-earning assets.

• Net interest margin of 3.06% decreased 19 basis points, reflecting the impact of lower rates and higher prepayments on interest-earning asset yields, partially offset by the benefit of continued mix shift towards better-returning assets and deposit pricing discipline.

• Record Underlying noninterest income of $494 million increased $68 million, or 16%, driven by strong results in mortgage banking, record results in capital markets and foreign exchange and interest rate products and solid performance in trust and investment services fees.

• Noninterest expense increased 4%. Underlying noninterest expense of $949 million increased 5% reflecting higher salaries and employee benefits, equipment and software expense and outside services, given the impact of merit increases, higher revenue-driven incentives and investments in strategic growth initiatives.

• Provision expense of $110 million compares with $85 million in fourth quarter 2018, largely reflecting several modest losses in Commercial and the impact of continued seasoning in retail growth portfolios. Key credit metrics continue to reflect overall strong credit quality.

• ROTCE of 12.4% compares with 13.8% for fourth quarter 2018. Underlying ROTCE of 12.5% compares with 14.1% for fourth quarter 2018 and reflects an approximate 85 basis point drag from higher tangible common equity value, given the positive impact of lower long-term rates on securities valuations.

3

Citizens Financial Group, Inc.

Balance Sheet

• Average interest-earning assets increased $5.1 billion, or 4%, driven by 3% loan growth in commercial and retail. Loans increased 4% before the impact of 2019 loan sales activity tied to Balance Sheet Optimization initiatives.

• Average deposits increased $7.9 billion, or 7%, reflecting growth in money market accounts, savings, term deposits and checking with interest. The average loan-to-deposit ratio improved to 94.6% from 98.4%; period-end loan-to-deposit ratio improved to 95.0% from 97.6% in fourth quarter 2018.

• Nonperforming loans and leases (“NPLs”) to loans and leases ratio of 0.59% improved from 0.66%, reflecting a decrease in retail, partially offset by an increase in commercial.

• Allowance coverage of NPLs of 178% improved from 162%.

• Capital remains strong, with a common equity tier 1 (“CET1”) risk-based capital ratio of 10.0%.

• Repurchased 10.9 million shares of common stock at a weighted average price of $36.68 in the quarter. Including common dividends, returned $558 million in capital to shareholders.

Year-over-year update on plan execution

Consumer Banking

• Continued balance sheet momentum, with 3% loan growth, or 5% before the impact of 2019 loan sales activity, including continued growth in more attractive risk-adjusted return categories; 8% deposit growth, including 3% growth in demand deposits.

• Strong development of and results in our fee income businesses. Generated robust mortgage banking fees, up 45%, and trust and investment services fees, up 21%.

• Citizens Access^®, our nationwide digital platform, ended the year with deposits of $5.8 billion.

Commercial Banking

• Strong balance sheet performance with 3% loan growth, driven by geographic, product and client-focused expansion strategies.

• Continue to benefit from investments in broadening and enhancing our capabilities and the diversification of our fee-based businesses. Record fee revenues of $175 million reflect growth in our customer base and deepening of relationships. Completed client migration to our upgraded cash management platform during the quarter.

Efficiency and balance sheet optimization initiatives

• TOP 5 program efficiency and revenue initiatives achieved approximately $125 million year-end 2019 pre-tax run-rate benefit.

• The transformational TOP 6 program is well underway, with a target of approximately $300-$325 million in pre-tax run-rate benefit by year-end 2021.

• Continued progress on Balance Sheet Optimization initiatives to grow more attractive risk-adjusted return portfolios and optimize deposit mix. Several portfolio actions expected to boost NIM and ROTCE are under consideration.

4

Citizens Financial Group, Inc.

Fourth quarter 2019 vs. third quarter 2019

Key highlights

• Fourth quarter highlights include broadly stable revenue despite the impact of a challenging yield curve environment. Continued strength in noninterest income reflects record results in capital markets and foreign exchange and interest rate products.

• Fourth quarter 2019 results reflect a net $4 million after-tax reduction, or $(0.01) per share, from notable items compared with a net $4 million after-tax reduction, or ($0.01) per share, in third quarter 2019. Fourth quarter 2019 notable items, including a $24 million benefit, or $0.06 per share, largely tied to legacy tax matters, lowered the reported effective tax rate from approximately 21.5% to 16.8%.

• Linked quarter trends reflect the impact of a third quarter 2019 aircraft lease restructuring transaction, given our continuing efforts to accelerate the rundown of the non-core lease portfolio. This transaction increased other noninterest income $7 million, noninterest expense $10 million and net charge-offs and provision expense $5 million and decreased pre-provision net revenue $3 million.

• ROTCE was 12.4%; Underlying ROTCE of 12.5% compares with 12.6% in third quarter 2019.

• Tangible book value per common share of $32.08 increased 2%. Fully diluted average common shares outstanding decreased 10.6 million, or 2%.

• Results reflect an efficiency ratio of 60.3%; Underlying efficiency ratio of 58.0% compares with 58.2% in third quarter 2019, reflecting broadly stable revenue and well-controlled expenses.

Results

• Total revenue of $1.6 billion reflects broadly stable net interest income and noninterest income.

• Net interest income of $1.1 billion was relatively stable, as the impact of lower interest-earning asset yields given the challenging rate environment was largely offset by the benefit of loan growth and reduced funding costs.

• Net interest margin of 3.06% decreased 6 basis points as a reduction in interest-earning asset yields was only partially offset by the benefit of lower funding costs given lower short-term rates. Interest-bearing deposit costs decreased 15 basis points, reflecting strong pricing discipline.

• Record noninterest income of $494 million was up slightly, as record results in capital markets and foreign exchange and interest rate products and solid results in trust and investment services fees were offset by a decrease in mortgage banking fees from record third quarter 2019 levels. Results also reflect a $7 million decrease from third quarter 2019 levels tied to the lease transaction.

• Noninterest expense of $986 million increased $13 million, or 1%, including the impact of notable items. On an Underlying basis, noninterest expense of $949 million decreased $5 million, or 1%, largely reflecting a $10 million impact from the third quarter 2019 lease transaction and lower salaries and employee benefits, partially offset by seasonally higher outside services.

• Provision expense of $110 million increased from $101 million in the prior quarter, largely reflecting retail seasonality and continued seasoning in retail growth portfolios, partially offset by lower commercial.

5

Citizens Financial Group, Inc.

Balance sheet

• Average interest-earning assets increased $2.4 billion, or 2%, driven by 1% loan growth. Average loan growth reflected the $419 million average impact of the transfer of $1.1 billion of mortgages to loans held for sale in connection with Balance Sheet Optimization initiatives. Average loans were up 2% before the impact of this sales activity.

• Average deposits increased $1.7 billion, reflecting growth in money market accounts, demand deposits, savings and checking with interest, partially offset by a decrease in term deposits.

• Average loan-to-deposit ratio of 94.6% was stable with the third quarter 2019; period-end loan-to-deposit ratio of 95.0% compares to 94.5% in third quarter 2019.

• NPLs to loans and leases ratio of 0.59% compares to 0.63% in third quarter 2019; allowance coverage of NPLs of 178% compares to 171% in third quarter 2019.

2019 vs. 2018

Key Highlights

• Full year 2019 net income available to common stockholders of $1.7 billion increased $26 million, or 2%, with EPS of $3.81 up 8% from $3.52 in 2018.

• 2019 results reflect a net $17 million after-tax reduction, or ($0.03) per fully diluted share, from notable items compared with a net $16 million after-tax reduction, or ($0.04) per share, in 2018.

• On an Underlying basis, full year 2019 net income available to common stockholders of $1.7 billion increased 2% and diluted EPS of $3.84 increased 8% from 2018 levels.

• ROTCE of 12.6% compares with 12.9%. Underlying ROTCE of 12.8% compares with 13.1% and reflects an approximate 50 basis point drag from higher tangible common equity value, given the positive impact of lower long-term rates on securities valuations.

• Tangible book value per common share was $32.08, up 12%.

Results

• Total revenue of $6.5 billion increased $363 million, or 6%, driven by a 2% increase in net interest income and a 18% increase in noninterest income. Underlying total revenue, before the impact of Acquisitions, of $6.3 billion, increased $198 million, or 3.3%.

• Net interest income results reflect 4% average loan growth and a 6 basis point decline in net interest margin given the challenging yield curve environment.

• Noninterest income of $1.9 billion increased 18% with record results in mortgage banking, capital markets, foreign exchange and interest rate products, card fees and trust and investment services fees. Before the impact of Acquisitions, noninterest income increased 9%.

• Noninterest expense of $3.8 billion increased 6% driven by the $103 million impact of Acquisitions and notable items. Before the impact of notable items and Acquisitions, noninterest expense of $3.6 billion increased 3.6% and included the impact of continued investments to diversify our platform and drive future revenue growth.

• Efficiency ratio of 59.3% compares with 59.1% for 2018. On an Underlying basis, the efficiency ratio of 58.2% compares to 58.1% in 2018.

6

Citizens Financial Group, Inc.

Balance Sheet

• Average interest-earning assets increased $5.5 billion, or 3.9%, driven by 3.9% loan growth, with 5.2% loan growth in commercial and 2.7% loan growth in retail. Loan growth was 4.5% before the impact of 2019 loan sales activity tied to Balance Sheet Optimization initiatives.

• Average deposits increased $7.4 billion, or 6%, reflecting growth in savings, term deposits and checking with interest.

• The average loan-to-deposit ratio improved to 95.6% from 97.9%; period-end loan-to-deposit ratio improved to 95.0% from 97.6%.

• Nonperforming loans and leases (“NPLs”) to loans and leases ratio of 0.59% improved from 0.66%, reflecting a decrease in retail, partially offset by an increase in commercial.

• Allowance coverage of NPLs of 178% improved from 162%.

• Capital remains strong, with a CET1 risk-based capital ratio of 10.0%, compared with 10.6% at year-end 2018.

• Repurchased 34 million shares of common stock at a weighted-average price of $35.56, and including common dividends, returned $1.84 billion to common shareholders, up 23%.

7

Citizens Financial Group, Inc.

Earnings highlights:

	Quarterly Trends																					Full Year
										4Q19 change from																		2019 change
($s in millions, except per share data)	4Q19			3Q19			4Q18			3Q19						4Q18						2019			2018			from 2018
Earnings										$/bps			%			$/bps			%			$			$			$
Net interest income	$	1,143		$	1,145		$	1,172		$	(2	)		—	%	$	(29	)		(2	)  %	$	4,614		$	4,532		$	82
Noninterest income		494			493			421			1			—			73			17			1,877			1,596			281
Total revenue		1,637			1,638			1,593			(1	)		—			44			3			6,491			6,128			363
Noninterest expense		986			973			951			13			1			35			4			3,847			3,619			228
Pre-provision profit		651			665			642			(14	)		(2	)		9			1			2,644			2,509			135
Provision for credit losses		110			101			85			9			9			25			29			393			326			67
Net income		450			449			465			1			—			(15	)		(3	)		1,791			1,721			70
Preferred dividends		23			17			15			6			35			8			53			73			29			44
Net income available to common stockholders	$	427		$	432		$	450		$	(5	)		(1	) %	$	(23	)		(5	)  %	$	1,718		$	1,692		$	26
After-tax notable Items		4			4			9			—			—			(5	)		(56	)		17			16			1
Underlying net income	$	454		$	453		$	474		$	1			—	%	$	(20	)		(4	)  %	$	1,808		$	1,737		$	71
Underlying net income available to common stockholders	$	431		$	436		$	459		$	(5	)		(1	) %	$	(28	)		(6	)  %	$	1,735		$	1,708		$	27
Average common shares outstanding
Basic (in millions)		434.7			445.7			467.3			(11.0	)		(2	)		(32.7	)		(7	)		449.7			478.8			(29.1	)
Diluted (in millions)		436.5			447.1			469.1			(10.6	)		(2	)		(32.6	)		(7	)		451.2			480.4			(29.2	)
Diluted earnings per share	$	0.98		$	0.97		$	0.96		$	0.01			1	%	$	0.02			2	%	$	3.81		$	3.52		$	0.29
Underlying diluted earnings per share	$	0.99		$	0.98		$	0.98		$	0.01			1	%	$	0.01			1	%	$	3.84		$	3.56		$	0.28
Key performance metrics*
Net interest margin		3.04	%		3.10	%		3.23	%		(6	) bps					(19	) bps					3.14	%		3.21	%		(7	) bps
Net interest margin, FTE		3.06			3.12			3.25			(6	)					(19	)					3.16			3.22			(6	)
Effective income tax rate		16.8			20.5			16.5			(370	)					31						20.4			21.2			(73	)
Efficiency ratio		60			59			60			88						59						59			59			22
Underlying efficiency ratio		58			58			57			(20	)					132						58			58			10
Return on average common equity		8.3			8.4			9.2			(5	)					(86	)					8.5			8.6			(17	)
Return on average tangible common equity		12.4			12.4			13.8			(5	)					(146	)					12.6			12.9			(30	)
Underlying return on average tangible common equity		12.5			12.6			14.1			(9	)					(162	)					12.8			13.1			(30	)
Return on average total assets		1.08			1.10			1.17			(2	)					(9	)					1.10			1.11			(1	)
Underlying return on average total tangible assets		1.14	%		1.16	%		1.24	%		(2	) bps					(10	) bps					1.16	%		1.17	%		(1	) bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		10.0	%		10.3	%		10.6	%														10.0	%		10.6	%
Total capital ratio		13.0			13.0			13.3															13.0			13.3
Tier 1 leverage ratio		10.0	%		9.9	%		10.0	%														10.0	%		10.0	%
Asset quality(2)
Nonperforming loans and leases as a % of loans and leases		0.59	%		0.63	%		0.66	%		(4	) bps					(7	) bps					0.59	%		0.66	%		(7)	bps
Allowance for loan and lease losses as a % of loans and leases		1.05			1.07			1.06			(2	)					(1	)					1.05			1.06			(1	)
Allowance for loan and lease losses as a % of nonperforming loans and leases		178			171			162			660						1,579						178			162			1,579
Net charge-offs as a % of average loans and leases		0.41	%		0.38	%		0.29	%		3	bps					12	bps					0.36	%		0.28	%		8	bps

1) Current reporting-period regulatory capital ratios are preliminary.

2) Capital adequacy and asset-quality ratios calculated on a period-end basis, except net charge-offs.

8

Citizens Financial Group, Inc.

Notable items:

2019 quarterly and fourth quarter 2018 results reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company (“FAMC”) acquisition. Fourth quarter and full year 2019 and 2018 results also reflect costs related to strategic initiatives. Fourth quarter 2019 results also include a tax benefit largely tied to legacy tax matters. Fourth quarter 2018 results also include the impact of a further benefit resulting from December 2017 Tax Legislation, partially offset by other notable items primarily associated with TOP and real estate efficiency initiatives. These notable items have been excluded from reported results to better reflect Underlying operating results.

Total estimated after-tax FAMC integration costs are expected to be in the $40-$45 million range, with the integration substantially complete by second quarter 2020. Cumulative after-tax integration costs related to FAMC totaled $30 million through the end of fourth quarter 2019.

Notable items - integration costs	4Q19									3Q19									4Q18									Cumulative after-tax integration costs
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			FAMC			Other			Total
Noninterest income	$	—		$	—		$	—		$	—		$	—		$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(3	)	$	—		$	(3	)
Salaries & benefits		—			—			—			(1	)		(1	)		—			(4	)		(3	)		(0.01	)		(10	)		—			(10	)
Equipment & software		(1	)		(1	)		—			—			—			—			—			—			—			(1	)		—			(1	)
Outside services		(1	)		(1	)		—			(3	)		(2	)		(0.01	)		(5	)		(4	)		(0.01	)		(12	)		(3	)		(15	)
Occupancy		—			—			—			—			—			—			(2	)		(1	)		—			(1	)		—			(1	)
Other expense		—			—			—			—			—			—			(1	)		(1	)		—			(3	)		—			(3	)
Noninterest expense	$	(2	)	$	(2	)	$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(12	)	$	(9	)	$	(0.02	)	$	(27	)		(3	)	$	(30	)
Total Integration costs	$	(2	)	$	(2	)	$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(16	)	$	(12	)	$	(0.03	)	$	(30	)	$	(3	)	$	(33	)
Other notable items - primarily tax and TOP	4Q19									3Q19									4Q18
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS
Tax notable items	$	—		$	24		$	0.06		$	—		$	10		$	0.02					$	29		$	0.06
Other notable items - TOP & other actions
Noninterest income		—			—			—			—			—			—			(1	)		(1	)		—
Salaries & benefits		(6	)		(5	)		(0.01	)		(4	)		(3	)		(0.01	)		(2	)		(2	)		(0.01	)
Equipment & software		(2	)		(1	)		—			—			—			—			(3	)		(2	)		—
Outside services		(19	)		(14	)		(0.03	)		(11	)		(8	)		(0.02	)		(14	)		(11	)		(0.02	)
Occupancy		(8	)		(6	)		(0.01	)		—			—			—			(14	)		(10	)		(0.02	)
Other expense		—			—						—			—			—			—			—			—
Noninterest expense	$	(35	)	$	(26	)	$	(0.05	)	$	(15	)	$	(11	)	$	(0.03	)	$	(33	)	$	(25	)	$	(0.05	)
Total other notable items	$	(35	)	$	(2	)	$	—		$	(15	)	$	(1	)	$	—		$	(34	)	$	3		$	0.01
Total notable items	$	(37	)	$	(4	)	$	(0.01	)	$	(19	)	$	(4	)	$	(0.01	)	$	(50	)	$	(9	)	$	(0.02	)

9

Citizens Financial Group, Inc.

Notable items - integration costs	FY2019									FY2018
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS
Noninterest income	$	—		$	—		$	—		$	(4	)	$	(3	)	$	(0.01	)
Salaries & benefits		(4	)		(3	)		(0.01	)		(9	)		(7	)		(0.02	)
Equipment & software		(1	)		(1	)		—			—			—			—
Outside services		(13	)		(10	)		(0.02	)		(6	)		(5	)		(0.01	)
Occupancy		—			—			—			(2	)		(1	)		—
Other expense		—			—			—			(4	)		(3	)		(0.01	)
Noninterest expense	$	(18	)	$	(14	)	$	(0.03	)	$	(21	)	$	(16	)	$	(0.04	)
Total Integration costs	$	(18	)	$	(14	)	$	(0.03	)	$	(25	)	$	(19	)	$	(0.05	)
Other notable items - primarily tax and TOP	FY2019									FY2018
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS
Tax notable items	$	—		$	34		$	0.08		$	—		$	29		$	0.06
Other notable items - TOP & other actions
Noninterest income		—			—			—			(1	)		(1	)		—
Salaries & benefits		(10	)		(8	)		(0.02	)		(2	)		(2	)		(0.01	)
Equipment & software		(2	)		(1	)		—			(3	)		(2	)		—
Outside services		(30	)		(22	)		(0.05	)		(14	)		(11	)		(0.02	)
Occupancy		(8	)		(6	)		(0.01	)		(14	)		(10	)		(0.02	)
Other expense		—			—			—			—			—			—
Noninterest expense	$	(50	)	$	(37	)	$	(0.08	)	$	(33	)	$	(25	)	$	(0.05	)
Total other notable items	$	(50	)	$	(3	)	$	(0.01	)	$	(34	)	$	3		$	0.01
Total notable items	$	(68	)	$	(17	)	$	(0.03	)	$	(59	)	$	(16	)	$	(0.04	)

10

Citizens Financial Group, Inc.

The following table provides information on Underlying results before the impact of notable items.

Underlying results:

	Quarterly Trends															Full Year
										3Q19 change from												2019 Change
($s in millions, except per share data)	4Q19			3Q19			4Q18			3Q19			4Q18			2019			2018			from 2018
Net interest income	$	1,143		$	1,145		$	1,172			—	%		(2	)  %	$	4,614		$	4,532			2	%
Noninterest income		494			493			426			—			16			1,877			1,601			17
Total revenue	$	1,637		$	1,638		$	1,598			—	%		2	%	$	6,491		$	6,133			6	%
Noninterest expense		986			973			951			1			4			3,847			3,619			6
Notable items		37			19			45			95			(18	)		68			54			26
Underlying noninterest expense	$	949		$	954		$	906			(1	)  %		5	%		3,779			3,565			6	%
Underlying pre-provision profit		688			684			692			1			(1	)		2,712			2,568			6
Provision for credit losses		110			101			85			9			29			393			326			21
Net income available to common stockholders		427			432			450			(1	)		(5	)		1,718			1,692			2
Underlying net income available to common stockholders		431			436			459			(1	)		(6	)		1,735			1,708			2
Key performance metrics*
Diluted EPS	$	0.98		$	0.97		$	0.96			1	%		2	%	$	3.81		$	3.52			8	%
Underlying EPS	$	0.99		$	0.98		$	0.98			1	%		1	%	$	3.84		$	3.56			8	%
Efficiency ratio		60	%		59	%		60	%		88	bps		59	bps		59	%		59	%		22	bps
Underlying efficiency ratio		58			58			57			(20	)		132			58			58			10
Operating leverage											(1.5	)		(1.0	)								(0.4	)  %
Underlying operating leverage											0.3	%		(2.4	)  %								(0.2	)  %

11

Citizens Financial Group, Inc.

Discussion of results:

Net interest income										4Q19 change from
($s in millions)	4Q19			3Q19			4Q18			3Q19						4Q18
										$/bps			%			$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,335		$	1,377		$	1,362		$	(42	)		(3	)%	$	(27	)		(2)	%
Investment securities		159			153			172			6			4			(13	)		(8)
Interest-bearing deposits in banks		7			8			8			(1)			(13	)		(1	)		(13)
Total interest income	$	1,501		$	1,538		$	1,542		$	(37)			(2	)%	$	(41	)		(3)	%
Interest expense:
Deposits	$	263		$	297		$	245		$	(34)			(11	)%	$	18			7	%
Federal funds purchased and securities sold under agreements to repurchase		1			2			2			(1)			(50	)		(1	)		(50)
Other short-term borrowed funds(1)		1			—			2			1			100			(1	)		(50)
Long-term borrowed funds(1)		93			94			121			(1)			(1	)		(28	)		(23)
Total interest expense	$	358		$	393		$	370		$	(35)			(9	)%	$	(12	)		(3)	%
Net interest income	$	1,143		$	1,145		$	1,172		$	(2)			—	%	$	(29	)		(2)	%
Net interest margin, FTE		3.06	%		3.12	%		3.25	%		(6	) bps					(19	) bps

1) Beginning in 1Q19, borrowed funds interest expense is based on original maturity and prior periods have been revised consistent with the current presentation.

Net interest income decreased $29 million, or 2%, from fourth quarter 2018 as 4% growth in interest-earning assets was more than offset by a lower net interest margin reflecting the challenging rate and yield curve environment. Net interest margin of 3.06% decreased 19 basis points as the impact of lower short-term rates on loan yields and higher securities premium amortization tied to lower long-term interest rates was only partially offset by lower funding costs and the continued mix shift towards better-returning assets.

Compared with third quarter 2019, net interest income of $1.1 billion was relatively stable as the benefit of 2% interest earning asset growth was offset by the impact of the challenging rate environment on net interest margin. Net interest margin of 3.06% decreased 6 basis points, as a reduction in interest-earning asset yields tied to lower interest rates was only partially offset by lower deposits costs and a mix shift in loans toward more attractive risk-adjusted categories. Interest-bearing deposit costs decreased 15 basis points, reflecting continued pricing discipline.

Noninterest Income								4Q19 change from
($s in millions)	4Q19		3Q19		4Q18			3Q19					4Q18
								$		%			$		%
Service charges and fees	$	128	$	128	$	131		$	—		—	%	$	(3)		(2)	%
Mortgage banking fees		80		117		51			(37)		(32)			29		57
Card fees		64		67		62			(3)		(4)			2		3
Capital markets fees		66		39		45			27		69			21		47
Trust and investment services fees		52		50		43			2		4			9		21
Foreign exchange and interest rate products		49		35		34			14		40			15		44
Letter of credit and loan fees		35		34		34			1		3			1		3
Securities gains, net		4		3		6			1		33			(2)		(33)
Other income(1)		16		20		15			(4)		(20)			1		7
Noninterest income	$	494	$	493	$	421		$	1		—	%	$	73		17	%
Notable items	$	—	$	—	$	(5	)	$	—		—		$	5		100
Underlying noninterest income	$	494	$	493	$	426		$	1		—	%	$	68		16	%

1) Other income includes bank-owned life insurance and other income.

12

Citizens Financial Group, Inc.

Noninterest income of $494 million increased $73 million, or 17%, from fourth quarter 2018, reflecting the impact of investments to broaden and enhance our fee income capabilities. Underlying noninterest income increased 16% driven by strong mortgage banking fees related to higher origination volumes, record results in capital markets and foreign exchange and interest rate products and solid performance in trust and investment services fees.

Compared with third quarter 2019, record noninterest income reflects record results in capital markets and foreign exchange and interest rate products and solid results in trust and investment services fees were offset by a decrease in mortgage banking fees from record third quarter 2019 levels. Other income declined from higher third quarter 2019 levels that included a $7 million benefit related to the lease transaction.

Noninterest Expense							4Q19 change from
($s in millions)	4Q19		3Q19		4Q18		3Q19				4Q18
							$		%		$		%
Salaries and employee benefits	$	502	$	508	$	483	$	(6)		(1) %	$	19	4  %
Equipment and software expense		133		130		124		3		2		9	7
Outside services		142		128		135		14		11		7	5
Occupancy		88		80		92		8		10		(4)	(4)
Other operating expense		121		127		117		(6)		(5)		4	3
Noninterest expense	$	986	$	973	$	951	$	13		1  %	$	35	4  %
Notable items	$	37	$	19	$	45	$	18		95  %	$	(8)	(18)%
Underlying, as applicable
Salaries and employee benefits	$	496	$	503	$	477	$	(7)		(1) %	$	19	4  %
Equipment and software expense		130		130		121		—		—		9	7
Outside services		122		114		116		8		7		6	5
Occupancy		80		80		76		—		—		4	5
Other operating expense		121		127		116		(6)		(5)		5	4
Underlying noninterest expense	$	949	$	954	$	906	$	(5)		(1) %	$	43	5  %

Fourth quarter 2019 noninterest expense of $986 million increased $35 million, or 4%, from fourth quarter 2018. Underlying noninterest expense of $949 million increased $43 million, or 5%, largely reflecting an increase in salaries and employee benefits given the impact of annual merit increases and revenue-based incentives, as well as an increase in equipment and software expense and outside services.

Compared with third quarter 2019, noninterest expense increased $13 million, or 1%. Underlying noninterest expense of $949 million decreased $5 million, or 1%, from higher third quarter 2019 levels that included $10 million related to the lease transaction. Results also reflect continued focus on expense discipline and the benefit of TOP efficiency initiatives. Lower salaries and employee benefits tied to efficiency initiatives and lower incentive compensation were offset by higher outside services expense, which includes the impact of higher retail loan origination activity and seasonality.

The fourth quarter 2019 effective tax rate of 16.8% reflects the impact of notable items including a tax benefit related to legacy tax matters. On an Underlying basis, the effective tax rate of 21.5% was broadly stable and compares to 21.9% for fourth quarter 2018 and 22.3% for third quarter 2019.

13

Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										4Q19 change from
($s in millions)	4Q19			3Q19			4Q18			3Q19					4Q18
										$/bps			%		$/bps			%
Total assets	$	165,733		$	164,362		$	160,518		$	1,371			1 %	$	5,215			3 %
Total loans and leases		119,088			117,880			116,660			1,208			1		2,428			2
Total loans held for sale		3,330			2,015			1,320			1,315			65		2,010			152
Deposits		125,313			124,714			119,575			599			—		5,738			5
Stockholders’ equity		22,201			21,851			20,817			350			2		1,384			7
Stockholders’ common equity		20,631			20,718			19,977			(87	)		—		654			3
Tangible common equity	$	13,893		$	13,976		$	13,389		$	(83	)		(1) %	$	504			4 %
Loan-to-deposit ratio (period-end)(2)		95.0	%		94.5	%		97.6	%		51	bps				(253	)  bps
Loans to deposit ratio (average)(2)		94.6			94.6			98.4			1					(378	)
Common equity tier 1 capital ratio(3)		10.0			10.3			10.6
Total capital ratio(3)		13.0	%		13.0	%		13.3	%

1) Represents period end unless otherwise noted.

2) Excludes loans held for sale.

3) Current reporting period regulatory capital ratios are preliminary.

Total assets of $165.7 billion at December 31, 2019 increased $5.2 billion, or 3%, from December 31, 2018, driven by a $4.4 billion increase in loans and loans held for sale. Compared with September 30, 2019, total assets increased $1.4 billion, as a $2.5 billion increase in loans and loans held for sale was partially offset by a $787 million decrease in the investment portfolio.

Interest-earning assets							4Q19 change from
($s in millions)	4Q19		3Q19		4Q18		3Q19				4Q18
Period-end interest-earning assets							$		%		$			%
Investments and interest-bearing deposits	$	27,177	$	27,964	$	28,216	$	(787)		(3) %	$	(1,039	)		(4)  %
Commercial loans and leases		57,538		56,733		56,783		805		1		755			1
Retail loans		61,550		61,147		59,877		403		1		1,673			3
Total loans and leases		119,088		117,880		116,660		1,208		1		2,428			2
Loans held for sale, at fair value		1,946		1,993		1,219		(47)		(2)		727			60
Other loans held for sale		1,384		22		101		1,362		NM		1,283			NM
Total loans and leases and loans held for sale		122,418		119,895		117,980		2,523		2		4,438			4
Total period-end interest-earning assets	$	149,595	$	147,859	$	146,196	$	1,736		1  %	$	3,399			2   %
Average interest-earning assets
Investments and interest-bearing deposits	$	27,280	$	27,114	$	26,553	$	166		1  %	$	727			3   %
Commercial loans and leases		57,661		56,983		56,310		678		1		1,351			2
Retail loans		61,244		60,274		59,583		970		2		1,661			3
Total loans and leases		118,905		117,257		115,893		1,648		1		3,012			3
Loans held for sale, at fair value		2,209		1,970		1,245		239		12		964			77
Other loans held for sale		517		134		79		383		NM		438			NM
Total loans and leases and loans held for sale		121,631		119,361		117,217		2,270		2		4,414			4
Total average interest-earning assets	$	148,911	$	146,475	$	143,770	$	2,436		2 %	$	5,141			4   %

Period-end interest earning assets of $149.6 billion increased $3.4 billion, or 2%, from December 31, 2018, as a $4.4 billion, or 4%, increase in loans and loans held for sale was partially offset by a $1.0 billion reduction in the investment portfolio. Compared with September 30, 2019, period-end interest-earning assets increased $1.7 billion, as a $2.5 billion increase in loans and loans held for sale was partially offset by a $787 million reduction in the investment portfolio. These results include the impact of a $1.1 billion transfer of on-balance sheet mortgage loans to held for sale in fourth quarter 2019 in connection with balance sheet optimization strategies. The average effective duration of the securities portfolio decreased to 3.7 years as of December 31, 2019 from 4.4 years at December 31, 2018, given lower long-term rates that drove an increase in securities prepayment speeds. The duration increased from 3.2 years at September 30, 2019, as long-term rates moved higher during the quarter.

Average interest-earning assets of $148.9 billion in fourth quarter 2019 increased $5.1 billion, or 4%, from fourth quarter 2018, driven by a $3.0 billion, or 3%, increase in loans and leases. Commercial loans and leases increased $1.4 billion, or 2%. Retail loans increased $1.7 billion, or 3%. Commercial loan results reflect strength in commercial and industrial loans, driven by geographic, product and client-focused expansion strategies as well as strength in commercial real estate, partially offset by planned reductions in commercial leases. Retail loan growth was driven by mortgage, education finance and other retail, partially offset by lower home equity.

14

Citizens Financial Group, Inc.

Compared with third quarter 2019, average interest-earning assets increased $2.4 billion, or 2%, driven by a $1.6 billion, or 1.4% increase in loans, with a $970 million increase in retail loans and a $678 million increase in commercial loans. Retail loan growth results reflect a $419 million average reduction tied to the transfer of $1.1 billion of on-balance sheet mortgages to held for sale in fourth quarter 2019 in connection with balance sheet optimization strategies. Total average loan growth was 1.8% before the impact of this transfer.

Deposits							4Q19 change from
($s in millions)	4Q19		3Q19		4Q18		3Q19				4Q18
Period-end deposits							$		%		$		%
Demand deposits	$	29,233	$	29,939	$	29,458	$	(706)		(2)  %	$	(225)		(1)  %
Checking with interest		24,840		24,403		23,067		437		2		1,773		8
Savings		13,779		13,479		12,007		300		2		1,772		15
Money market accounts		38,725		36,826		35,701		1,899		5		3,024		8
Term deposits		18,736		20,067		19,342		(1,331)		(7)		(606)		(3)
Total period-end deposits	$	125,313	$	124,714	$	119,575	$	599		—   %	$	5,738		5   %
Average deposits
Demand deposits	$	29,928	$	28,945	$	29,824	$	983		3   %	$	104		—   %
Checking with interest		23,545		23,422		21,792		123		1		1,753		8
Savings		13,582		13,442		11,220		140		1		2,362		21
Money market accounts		38,809		37,161		35,929		1,648		4		2,880		8
Term deposits		19,788		20,951		19,000		(1,163)		(6)		788		4
Total average deposits	$	125,652	$	123,921	$	117,765	$	1,731		1   %	$	7,887		7   %

Total period-end deposits of $125.3 billion at December 31, 2019 increased $5.7 billion, or 5%, from December 31, 2018, driven by growth in money market accounts, checking with interest and savings, partially offset by a decrease in term deposits and demand deposits.

Compared with September 30, 2019, period-end total deposits increased $599 million, as growth in money market accounts, checking with interest and savings, was largely offset by a decrease in term deposits and demand deposits. Citizens Access^® deposits totaled $5.8 billion at December 31, 2019, up from $5.6 billion at September 30, 2019.

Fourth quarter 2019 average deposits of $125.7 billion increased $7.9 billion, or 7%, from fourth quarter 2018, reflecting growth in money market accounts, savings, checking with interest, term deposits and demand deposits.

Compared with third quarter 2019, average deposits increased $1.7 billion, or 1.4%, as growth in money market accounts, demand deposits, savings and checking with interest was largely offset by a decrease in term deposits.

15

Citizens Financial Group, Inc.

Borrowed Funds							4Q19 change from
($s in millions)	4Q19		3Q19		4Q18		3Q19				4Q18
Period-end borrowed funds							$		%		$			%
Federal funds purchased and securities sold under agreements to repurchase	$	265	$	867	$	1,156	$	(602)		(69)   %	$	(891	)		(77) %
Other short-term borrowed funds(1)		9		210		161		(201)		(96)		(152	)		(94)
Long-term borrowed funds(1)
FHLB advances		5,008		3,007		7,508		2,001		67		(2,500	)		(33)
Senior debt		7,382		8,143		6,769		(761)		(9)		613			9
Subordinated debt and other debt		1,657		1,656		1,648		1		—		9			1
Total borrowed funds	$	14,321	$	13,883	$	17,242	$	438		3    %	$	(2,921	)		(17) %
Average borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	456	$	487	$	821	$	(31)		(6)  %	$	(365	)		(44) %
Other short-term borrowed funds(1)		48		113		341		(65)		(58)		(293	)		(86)
Long-term borrowed funds(1)
FHLB advances		3,259		2,478		6,684		781		32		(3,425	)		(51)
Senior debt		7,914		8,000		7,241		(86)		(1)		673			9
Subordinated debt and other debt		1,657		1,656		1,648		1		—		9			1
Total average borrowed funds	$	13,334	$	12,734	$	16,735	$	600		5    %	$	(3,401	)		(20) %

1) Beginning in 1Q19, borrowed funds balances are based on original maturity and prior periods have been revised consistent with the current presentation.

Total borrowed funds of $14.3 billion at December 31, 2019 decreased $2.9 billion, or 17%, from December 31, 2018, reflecting a $2.5 billion decrease in long-term FHLB borrowings and a $1.0 billion decrease in short-term borrowings, partially offset by a $613 million increase in senior debt, given improved funding mix from deposit growth. Compared with September 30, 2019, total borrowed funds increased $438 million driven by a $2.0 billion increase in long-term FHLB advances, partially offset by a $761 million decrease in senior debt and a $803 million decrease in short-term borrowed funds.

Average borrowed funds of $13.3 billion decreased $3.4 billion, or 20%, from fourth quarter 2018 driven by a $3.4 billion decrease in long-term FHLB borrowings and a $658 million decrease in short-term borrowings, reflecting improved funding mix from deposit growth, partially offset by a $673 million increase in senior debt. Compared with September 30, 2019 average borrowed funds increased $600 million, or 5%, reflecting a $781 million increase in long-term FHLB borrowings, partially offset by a $96 million decrease in short-term borrowings and an $86 million decrease in senior debt.

Capital								4Q19 change from
($s and shares in millions except per share data)	4Q19		3Q19		4Q18			3Q19					4Q18
Period-end capital								$			%		$			%
Stockholders’ equity	$	22,201	$	21,851	$	20,817		$	350			2  %	$	1,384			7   %
Stockholders’ common equity		20,631		20,718		19,977			(87	)		—		654			3
Tangible common equity		13,893		13,976		13,389			(83	)		(1)		504			4
Tangible book value per common share	$	32.08	$	31.48	$	28.73		$	0.60			2	$	3.35			12
Common shares - at end of period		433.1		443.9		466.0			(10.8	)		(2)		(32.9	)		(7)
Common shares - average (diluted)		436.5		447.1		469.1			(10.6	)		(2)  %		(32.6	)		(7) %
Common equity tier 1 capital ratio(1)		10.0  %		10.3  %		10.6	%
Total capital ratio(1)		13.0		13.0		13.3
Tier 1 leverage ratio(1)		10.0  %		9.9 %		10.0	%

1) Current reporting-period regulatory capital ratios are preliminary.

16

Citizens Financial Group, Inc.

At December 31, 2019, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 10.0% compared with 10.3% at September 30, 2019 and 10.6% at December 31, 2018, and a total capital ratio of 13.0% compared with total capital ratios of 13.0% as of September 30, 2019 and 13.3% as of December 31, 2018.

Tangible book value per common share of $32.08 increased 2% from third quarter 2019 and increased 12% from fourth quarter 2018.

As part of CFG’s 2019 Capital Plan, the company increased its first quarter 2020 quarterly common dividend by 8% to $0.39 per common share. During the fourth quarter 2019, the company repurchased 10.9 million shares of common stock at a weighted-average price of $36.68, and including common dividends, returned $558 million to shareholders. These results compare with $662 million returned to common shareholders in third quarter 2019 and $427 million in fourth quarter 2018.

In 2019, the company repurchased 34 million shares of common stock at a weighted-average price of $35.56, and including common dividends, returned $1.84 billion to common shareholders, up 23% from 2018. Comparables for 2018 were repurchases of 25.8 million shares of common stock at a weighted-average price of $39.77, and including common dividends, $1.5 billion returned to common shareholders.

Credit quality review								4Q19 change from
($s in millions)	4Q19		3Q19		4Q18			3Q19				4Q18
								$/bps		%		$/bps		%
Nonperforming loans and leases	$	703	$	737	$	766		$	(34)		(5)  %	$	(63)	(8) %
Net charge-offs		122		113		85			9		8		37	44
Provision for credit losses		110		101		85			9		9		25	29
Allowance for loan and lease losses	$	1,252	$	1,263	$	1,242		$	(11)		(1)   %	$	10	1  %
Nonperforming loans and leases as a % of loans and leases		0.59   %		0.63   %		0.66	%		(4)  bps				(7)  bps
Net charge-offs as a % of average loans and leases		0.41		0.38		0.29			3				12
Allowance for loan and lease losses as a % of loans and leases		1.05		1.07		1.06			(2)				(1)
Allowance for loan and lease losses as a % of nonperforming loans and leases		178.0   %		171.4   %		162.2	%		660  bps				1,579   bps

Overall credit quality remains strong, reflecting an improving risk profile in retail and a broadly stable risk profile in commercial. Nonperforming loans and leases decreased $63 million, or 8%, compared with December 31, 2018, reflecting a $44 million increase tied to commercial and a $107 million decrease in retail driven by improvements in home equity, education and auto. Compared to September 30, 2019, nonperforming loans and leases of $703 million decreased $34 million, or 5%, reflecting a $36 million decrease in commercial, partially offset by a $2 million increase in retail. The nonperforming loans and leases to loans and leases ratio of 0.59% at December 31, 2019 improved 4 basis points from 0.63% at September 30, 2019 and improved 7 basis points from 0.66% at December 31, 2018.

Net charge-offs of $122 million increased $37 million from fourth quarter 2018, reflecting a $19 million increase in commercial and an $18 million increase in retail driven by expected seasoning in growth portfolios. Compared with third quarter 2019, net charge-offs of $122 million increased $9 million driven by a $14 million increase in retail reflecting seasonally-higher losses in auto and expected seasoning in other retail, partially offset by lower commercial, which reflects a $5 million impact tied to the third quarter 2019 lease restructuring transaction.

Fourth quarter 2019 net charge-offs were 41 basis points of average loans and leases compared with 29 basis points in fourth quarter 2018 and 38 basis points in third quarter 2019.

Allowance for loan and lease losses of $1.3 billion decreased $11 million from third quarter 2019 and increased $10 million from fourth quarter 2018 levels.

17

Citizens Financial Group, Inc.

The ratio of the allowance for loan and lease losses to loans and leases of 1.05% as of December 31, 2019, compares to 1.07% as of September 30, 2019 and 1.06% as of December 31, 2018. The allowance for loan and lease losses to nonperforming loans and leases ratio of 178% as of December 31, 2019 compares to 171% as of September 30, 2019, and 162% as of December 31, 2018.

18

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

Investors are encouraged to review the foregoing summary and discussion of Citizens’ earnings and financial condition in conjunction with the detailed financial tables and other information available on the Investor Relations portion of the company’s website at www.citizensbank.com/about-us.

Media:	Peter Lucht - 781.655.2289
Investors:	Ellen A. Taylor - 203.900.6854

Conference Call

CFG management will host a live conference call today with details as follows:

Time:	9:00 am ET
Dial-in:	(844) 767-5679, conference ID 2469575

Webcast/Presentation: The live webcast will be available at http://investor.citizensbank.com under Events & Presentations.

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on January 17 through February 17, 2020. Please dial (866) 207-1041 and enter access code 1417263. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $165.7 billion in assets as of December 31, 2019. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 2,700 ATMs and approximately 1,100 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products, and asset finance. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

19

Citizens Financial Group, Inc.

Key Performance Metrics and Non-GAAP Financial Measures and Reconciliations

(in millions, except share, per-share and ratio data)

Key Performance Metrics:

Our Management uses certain key performance metrics (KPMs) to gauge our progress against strategic and operational goals, as well as to compare our performance against peers. The KPMs are referred to in our Registration Statements on Form S-1 and our external financial reports filed with the Securities and Exchange Commission. The KPMs include:

• Return on average tangible common equity (ROTCE);

• Efficiency ratio;

• Operating leverage; and

• Common equity tier 1 capital ratio.

Established targets for the KPMs are based on Management-reporting results which are currently referred to by the Company as “Underlying” results. In historical periods, these results may have been referred to as “Adjusted” or “Adjusted/Underlying” results. We believe that Underlying results, which exclude notable items, provide the best representation of our underlying financial progress toward the KPMs as the results exclude items that our Management does not consider indicative of our on-going financial performance. We have consistently shown investors our KPMs on a Management-reporting basis since our initial public offering in September of 2014. KPMs that reflect Underlying results are considered non-GAAP financial measures.

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures denoted as Underlying results. In historical periods, these results may have been referred to as Adjusted or Adjusted/Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The following tables present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

20

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS														FULL YEAR
								4Q19 Change												2019 Change
		4Q19		3Q19		4Q18		3Q19				4Q18				2019		2018		2018
								$		%		$		%						$		%
Noninterest income, Underlying:
Noninterest income (GAAP)	A		$494		$493		$421		$1		— %		$73		17 %		$1,877		$1,596		$281		18 %
Less: Notable items			—		—		(5)		—		—		5		100		—		(5)		5		100
Noninterest income, Underlying (non-GAAP)	B		$494		$493		$426		$1		— %		$68		16 %		$1,877		$1,601		$276		17 %
Total revenue, Underlying:
Total revenue (GAAP)	C		$1,637		$1,638		$1,593		($1)		— %		$44		3 %		$6,491		$6,128		$363		6 %
Less: Notable items			—		—		(5)		—		—		5		100		—		(5)		5		100
Total revenue, Underlying (non-GAAP)	D		$1,637		$1,638		$1,598		($1)		— %		$39		2 %		$6,491		$6,133		$358		6 %
Noninterest expense, Underlying:
Noninterest expense (GAAP)	E		$986		$973		$951		$13		1 %		$35		4 %		$3,847		$3,619		$228		6 %
Less: Notable items			37		19		45		18		95		(8)		(18)		68		54		14		26
Noninterest expense, Underlying (non-GAAP)	F		$949		$954		$906		($5)		(1%)		$43		5 %		$3,779		$3,565		$214		6 %
Pre-provision profit:
Total revenue (GAAP)	C		$1,637		$1,638		$1,593		($1)		— %		$44		3 %		$6,491		$6,128		$363		6 %
Less: Noninterest expense (GAAP)	E		986		973		951		13		1		35		4		3,847		3,619		228		6
Pre-provision profit (GAAP)			$651		$665		$642		($14)		(2%)		$9		1 %		$2,644		$2,509		$135		5 %
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	D		$1,637		$1,638		$1,598		($1)		— %		$39		2 %		$6,491		$6,133		$358		6 %
Less: Noninterest expense, Underlying (non-GAAP)	F		949		954		906		(5)		(1)		43		5		3,779		3,565		214		6
Pre-provision profit, Underlying (non-GAAP)			$688		$684		$692		$4		1 %		($4)		(1%)		$2,712		$2,568		$144		6 %
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	G		$541		$564		$557		($23)		(4%)		($16)		(3%)		$2,251		$2,183		$68		3 %
Less: Income (expense) before income tax expense (benefit) related to notable items			(37)		(19)		(50)		(18)		(95)		13		26		(68)		(59)		(9)		(15)
Income before income tax expense, Underlying (non-GAAP)	H		$578		$583		$607		($5)		(1%)		($29)		(5%)		$2,319		$2,242		$77		3 %
Income tax expense, Underlying:
Income tax expense (benefit) (GAAP)	I		$91		$115		$92		($24)		(21%)		($1)		(1%)		$460		$462		($2)		— %
Less: Income tax expense (benefit) related to notable items			(33)		(15)		(41)		(18)		(120)		8		20		(51)		(43)		(8)		(19)
Income tax expense, Underlying (non-GAAP)	J		$124		$130		$133		($6)		(5%)		($9)		(7%)		$511		$505		$6		1 %
Net income, Underlying:
Net income (GAAP)	K		$450		$449		$465		$1		— %		($15)		(3%)		$1,791		$1,721		$70		4 %
Add: Notable items, net of income tax expense (benefit)			4		4		9		—		—		(5)		(56)		17		16		1		6
Net income, Underlying (non-GAAP)	L		$454		$453		$474		$1		— %		($20)		(4%)		$1,808		$1,737		$71		4 %
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	M		$427		$432		$450		($5)		(1%)		($23)		(5%)		$1,718		$1,692		$26		2 %
Add: Notable items, net of income tax expense (benefit)			4		4		9		—		—		(5)		(56)		17		16		1		6
Net income available to common stockholders, Underlying (non-GAAP)	N		$431		$436		$459		($5)		(1%)		($28)		(6%)		$1,735		$1,708		$27		2 %

21

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations (continued)

(in millions, except share, per-share and ratio data

		QUARTERLY TRENDS																	FULL YEAR
											4Q19 Change														2019 Change
		4Q19			3Q19			4Q18			3Q19				4Q18				2019			2018			2018
											$/bps		%		$/bps		%								$/bps		%
Operating leverage:
Total revenue (GAAP)	C		$1,637			$1,638			$1,593			($1)		(0.14%)		$44		2.73  %		$6,491			$6,128			$363		5.91  %
Less: Noninterest expense (GAAP)	E		986			973			951			13		1.33		35		3.74		3,847			3,619			228		6.30
Operating leverage														(1.47%)				(1.01%)										(0.39%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	D		$1,637			$1,638			$1,598			($1)		(0.14%)		$39		2.41  %		$6,491			$6,133			$358		5.83  %
Less: Noninterest expense, Underlying (non-GAAP)	F		949			954			906			(5)		(0.49)		43		4.79		3,779			3,565			214		6.00
Operating leverage, Underlying (non-GAAP)														0.35  %				(2.38%)										(0.17%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	E/C		60.28	%		59.40	%		59.69	%		88		bps		59		bps		59.28	%		59.06	%		22		bps
Efficiency ratio, Underlying (non-GAAP)	F/D		58.02			58.22			56.70			(20)		bps		132		bps		58.23			58.13			10		bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	I/G		16.76	%		20.46	%		16.45	%		(370)		bps		31		bps		20.43	%		21.16	%		(73)		bps
Effective income tax rate, Underlying (non-GAAP)	J/H		21.52			22.29			21.91			(77)		bps		(39)		bps		22.03			22.55			(52)		bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	O		$20,400			$20,533			$19,521			($133)		(1%)		$879		5%		$20,325			$19,645			$680		3%
Return on average common equity	M/O		8.30	%		8.35	%		9.16	%		(5)		bps		(86)		bps		8.45	%		8.62	%		(17)		bps
Return on average common equity, Underlying (non-GAAP)	N/O		8.36			8.45			9.33			(9)		bps		(97)		bps		8.53			8.69			(16)		bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	O		$20,400			$20,533			$19,521			($133)		(1%)		$879		5%		$20,325			$19,645			$680		3%
Less: Average goodwill (GAAP)			7,044			7,044			6,946			—		—		98		1		7,036			6,912			124		2
Less: Average other intangibles (GAAP)			69			73			32			(4)		(5)		37		116		71			14			57		NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			373			372			364			1		—		9		2		371			359			12		3
Average tangible common equity	P		$13,660			$13,788			$12,907			($128)		(1%)		$753		6%		$13,589			$13,078			$511		4%
Return on average tangible common equity	M/P		12.39	%		12.44	%		13.85	%		(5)		bps		(146)		bps		12.64	%		12.94	%		(30)		bps
Return on average tangible common equity, Underlying (non-GAAP)	N/P		12.49			12.58			14.11			(9)		bps		(162)		bps		12.76			13.06			(30)		bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	Q		$164,646			$162,110			$157,732			$2,536		2%		$6,914		4%		$162,176			$154,553			$7,623		5%
Return on average total assets	K/Q		1.08	%		1.10	%		1.17	%		(2)		bps		(9)		bps		1.10	%		1.11	%		(1)		bps
Return on average total assets, Underlying (non-GAAP)	L/Q		1.09			1.11			1.19			(2)		bps		(10)		bps		1.11			1.12			(1)		bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	Q		$164,646			$162,110			$157,732			$2,536		2%		$6,914		4%		$162,176			$154,553			$7,623		5%
Less: Average goodwill (GAAP)			7,044			7,044			6,946			—		—		98		1		7,036			6,912			124		2
Less: Average other intangibles (GAAP)			69			73			32			(4)		(5)		37		116		71			14			57		NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			373			372			364			1		—		9		2		371			359			12		3
Average tangible assets	R		$157,906			$155,365			$151,118			$2,541		2%		$6,788		4%		$155,440			$147,986			$7,454		5%
Return on average total tangible assets	K/R		1.13	%		1.15	%		1.22	%		(2)		bps		(9)		bps		1.15	%		1.16	%		(1)		bps
Return on average total tangible assets, Underlying (non-GAAP)	L/R		1.14			1.16			1.24			(2)		bps		(10)		bps		1.16			1.17			(1)		bps

22

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations (continued)

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS															FULL YEAR
								4Q19 Change													2019 Change
		4Q19		3Q19		4Q18		3Q19					4Q18				2019		2018		2018
								$/bps			%		$/bps		%						$/bps		%
Tangible book value per common share:
Common shares – at period-end (GAAP)	S		433,121,083		443,913,525		466,007,984		(10,792,442	)		(2%)		(32,886,901)		(7%)		433,121,083		466,007,984		(32,886,901)		(7%)
Common stockholders’ equity (GAAP)			$20,631		$20,718		$19,977		($87)			—		$654		3		$20,631		$19,977		$654		3
Less: Goodwill (GAAP)			7,044		7,044		6,923		—			—		121		2		7,044		6,923		121		2
Less: Other intangible assets (GAAP)			68		71		31		(3)			(4)		37		119		68		31		37		119
Add: Deferred tax liabilities related to goodwill (GAAP)			374		373		366		1			—		8		2		374		366		8		2
Tangible common equity	T		$13,893		$13,976		$13,389		($83)			(1%)		$504		4%		$13,893		$13,389		$504		4%
Tangible book value per common share	T/S		$32.08		$31.48		$28.73		$0.60			2%		$3.35		12%		$32.08		$28.73		$3.35		12%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	U		434,684,606		445,703,987		467,338,825		(11,019,381)			(2%)		(32,654,219)		(7%)		449,731,453		478,822,072		(29,090,619)		(6%)
Average common shares outstanding - diluted (GAAP)	V		436,500,829		447,134,595		469,103,134		(10,633,766)			(2)		(32,602,305)		(7)		451,213,701		480,430,741		(29,217,040)		(6)
Net income per average common share - basic (GAAP)	M/U		$0.98		$0.97		$0.96		$0.01			1		$0.02		2		$3.82		$3.54		$0.28		8
Net income per average common share - diluted (GAAP)	M/V		0.98		0.97		0.96		0.01			1		0.02		2		3.81		3.52		0.29		8
Net income per average common share - basic, Underlying (non-GAAP)	N/U		0.99		0.98		0.98		0.01			1		0.01		1		3.86		3.57		0.29		8
Net income per average common share - diluted, Underlying (non-GAAP)	N/V		0.99		0.98		0.98		0.01			1		0.01		1		3.84		3.56		0.28		8

23

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations (continued)

(in millions, except share, per-share and ratio data)

	QUARTERLY TRENDS														FULL YEAR
							4Q19 Change												2019 Change
	4Q19		3Q19		4Q18		3Q19				4Q18				2019		2018		2018
							$/bps		%		$/bps		%						$/bps		%
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)		$80		$117		$51		($37)		(32%)		$29		57%		$302		$152		$150		99%
Less: Notable items		—		—		(4)		—		—		4		100		—		(4)		4		100
Mortgage banking fees, Underlying (non-GAAP)		$80		$117		$55		($37)		(32%)		$25		45%		$302		$156		$146		94%
Other income, Underlying:
Other income (GAAP)		$16		$20		$15		($4)		(20%)		$1		7%		$89		$64		$25		39%
Less: Notable items		—		—		(1)		—		—		1		100		—		(1)		1		100
Other income, Underlying (non-GAAP)		$16		$20		$16		($4)		(20%)		$—		— %		$89		$65		$24		37%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)		$502		$508		$483		($6)		(1%)		$19		4%		$2,026		$1,880		$146		8%
Less: Notable items		6		5		6		1		20		—		—		14		11		3		27
Salaries and employee benefits, Underlying (non-GAAP)		$496		$503		$477		($7)		(1%)		$19		4%		$2,012		$1,869		$143		8%
Equipment and software expense, Underlying1:
Equipment and software expense (GAAP)		$133		$130		$124		$3		2%		$9		7%		$514		$464		$50		11%
Less: Notable items		3		—		3		3		100		—		—		3		3		—		—
Equipment and software expense, Underlying (non-GAAP)		$130		$130		$121		$—		— %		$9		7%		$511		$461		$50		11%
Outside services, Underlying:
Outside services (GAAP)		$142		$128		$135		$14		11%		$7		5%		$498		$447		$51		11%
Less: Notable items		20		14		19		6		43		1		5		43		20		23		115
Outside services, Underlying (non-GAAP)		$122		$114		$116		$8		7%		$6		5%		$455		$427		$28		7%
Occupancy, Underlying:
Occupancy (GAAP)		$88		$80		$92		$8		10%		($4)		(4%)		$333		$333		$—		— %
Less: Notable items		8		—		16		8		100		(8)		(50)		8		16		(8)		(50)
Occupancy, Underlying (non-GAAP)		$80		$80		$76		$—		— %		$4		5%		$325		$317		$8		3%
Other operating expense, Underlying:
Other operating expense (GAAP)		$121		$127		$117		($6)		(5%)		$4		3%		$476		$495		($19)		(4%)
Less: Notable items		—		—		1		—		—		(1)		(100)		—		4		(4)		(100)
Other operating expense, Underlying (non-GAAP)		$121		$127		$116		($6)		(5%)		$5		4%		$476		$491		($15)		(3%)

¹ Beginning in the first quarter of 2019, we combined our presentation of equipment expense and amortization of software into equipment and software expense. Prior periods have been adjusted to conform with the current period presentation.

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Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations - Underlying excluding Acquisitions

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS														FULL YEAR
								4Q19 Change												2019 Change
		4Q19		3Q19		4Q18		3Q19				4Q18				2019		2018		2018
								$/bps		%		$/bps		%						$/bps		%
Noninterest income, Underlying excluding Acquisitions:
Noninterest income (GAAP)			$494		$493		$421		$1		— %		$73		17 %		$1,877		$1,596		$281		18 %
Less: Notable items			—		—		(5)		—		—		5		100		—		(5)		5		100
Less: Acquisitions impact			48		78		33		(30)		(38)		15		45		201		57		144		NM
Noninterest income, Underlying excluding Acquisitions (non-GAAP)			$446		$415		$393		$31		7 %		$53		13 %		$1,676		$1,544		$132		9 %
Total revenue, Underlying excluding Acquisitions:
Total revenue (GAAP)	A		$1,637		$1,638		$1,593		($1)		— %		$44		3 %		$6,491		$6,128		$363		6 %
Less: Notable items			—		—		(5)		—		—		5		100		—		(5)		5		100
Less: Acquisitions impact			55		85		36		(30)		(35)		19		53		222		62		160		NM
Total revenue, Underlying excluding Acquisitions (non-GAAP)	B		$1,582		$1,553		$1,562		$29		2 %		$20		1 %		$6,269		$6,071		$198		3 %
Noninterest expense, Underlying excluding Acquisitions:
Noninterest expense (GAAP)	C		$986		$973		$951		$13		1 %		$35		4 %		$3,847		$3,619		$228		6 %
Less: Notable items			37		19		45		18		95		(8)		(18)		68		54		14		26
Less: Acquisitions impact			40		39		35		1		3		5		14		149		60		89		148
Noninterest expense, Underlying excluding Acquisitions (non-GAAP)	D		$909		$915		$871		($6)		(1%)		$38		4 %		$3,630		$3,505		$125		4 %
Operating leverage:
Total revenue (GAAP)	A		$1,637		$1,638		$1,593		($1)		(0.14%)		$44		2.73 %		$6,491		$6,128		$363		5.91 %
Less: Noninterest expense (GAAP)	C		986		973		951		13		1.33		35		3.74		3,847		3,619		228		6.30
Operating leverage											(1.47%)				(1.01%)								(0.39%)
Operating leverage, Underlying excluding Acquisitions:
Total revenue, Underlying excluding Acquisitions (non-GAAP)	B		$1,582		$1,553		$1,562		$29		1.88 %		$20		1.31 %		$6,269		$6,071		$198		3.27 %
Less: Noninterest expense, Underlying excluding Acquisitions (non-GAAP)	D		909		915		871		(6)		(0.57)		38		4.42		3,630		3,505		125		3.58
Operating leverage, Underlying excluding Acquisitions (non-GAAP)											2.45 %				(3.11%)								(0.31%)
Efficiency ratio and efficiency ratio, Underlying excluding Acquisitions:
Efficiency ratio	C/A		60.28 %		59.40 %		59.69 %		88		bps		59		bps		59.28 %		59.06 %		22
Efficiency ratio, Underlying excluding Acquisitions (non-GAAP)	D/B		57.48		58.90		55.77		(142)		bps		171		bps		57.91		57.74		17

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends are forward-looking statements. Also, 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” 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

25

Citizens Financial Group, Inc.

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 and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense;

• The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment;

• Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals;

• Our ability to meet heightened supervisory requirements and expectations;

• Liabilities and business restrictions resulting from litigation and regulatory investigations;

• Our capital and liquidity requirements (including under regulatory capital standards, such as the U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms;

• The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;

• Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;

• The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;

• Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;

• A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and

• Management’s ability to identify and manage these and other risks.

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018.

Note: Per share amounts and ratios presented in this document are calculated using whole dollars.

CFG-IR

26

EX-99.2

4Q19 and 2019 Financial Results January 17, 2020 Exhibit 99.2

Forward-looking statements and use of key performance metrics and non-GAAP financial measures This document contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends are forward-looking statements. Also, 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” 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 and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense; The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals; Our ability to meet heightened supervisory requirements and expectations; Liabilities and business restrictions resulting from litigation and regulatory investigations; Our capital and liquidity requirements (including under regulatory capital standards, such as the U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms; The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services; A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the estimated impact of CECL are forward-looking statements and are subject to the risk that the actual impact of CECL may differ, possibly materially, from what is reflected in those statements due to, among other things, changes in macroeconomic conditions and any of the other variables discussed on page 15, as well as changes based on continuing review of models and assumptions. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018. Key Performance Metrics and Non-GAAP Financial Measures and Reconciliations Key Performance Metrics: Our Management uses certain key performance metrics (KPMs) to gauge our progress against strategic and operational goals, as well as to compare our performance against peers. The KPMs are referred to in our Registration Statements on Form S-1 and our external financial reports filed with the Securities and Exchange Commission. The KPMs include: Return on average tangible common equity (ROTCE); Efficiency ratio; Operating leverage; and Common equity tier 1 capital ratio. Established targets for the KPMs are based on Management-reporting results which are currently referred to by the Company as “Underlying” results. In historical periods, these results may have been referred to as "Adjusted" or "Adjusted/Underlying" results. We believe that Underlying results, which exclude notable items, provide the best representation of our underlying financial progress toward the KPMs as the results exclude items that our Management does not consider indicative of our on-going financial performance. We have consistently shown investors our KPMs on a Management-reporting basis since our initial public offering in September of 2014. KPMs that reflect Underlying results are considered non-GAAP financial measures. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results. In historical periods, these results may have been referred to as Adjusted or Adjusted/Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The appendix present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

4Q19 and Full Year 2019 GAAP financial summary See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Table of contents page 4Q19 Highlights 5 4Q19 Underlying financial summary 6 2019 Underlying financial summary 7 Net interest income 8 Noninterest income and expense 9-10 Average loans and funding 11-12 Credit quality and capital 13-14 CECL standard implementation 15 Update: TOP 6 Program transformation initiatives 17 Update: Strategic revenue initiatives and key performance drivers 18-19 Underlying FY2019 performance vs. guidance 20 FY2020 Outlook 21 1Q20 Outlook 22 Key Messages 23 Appendix 24

Solid profitability and returns Strong capital, liquidity and funding Strong credit quality Continued progress on strategic growth, efficiency and balance sheet optimization initiatives Overall credit quality remains strong; NPLs of 59 bps of loans improved 4 bps from 63 bps in 3Q19 and improved from 66 bps in 4Q18 NPL coverage ratio of 178% improved from 171% in 3Q19 and 162% in 4Q18 Stable allowance to loans ratio of 1.05% vs. 1.07% in 3Q19 and 1.06% in 4Q18, reflecting continued strong credit quality Generated loan growth of 3% YoY and 1% QoQ(2) Up 4% YoY and 2% QoQ before the impact of loan sales activity tied to our Balance Sheet Optimization initiatives Deposits increased 7% YoY and 1% QoQ Deposit cost discipline continues, up 1 bp YoY; down 12 bps QoQ; interest-bearing deposit costs down 15 bps QoQ Consumer Banking – 8% deposit growth, with demand deposits up 3% YoY; 3% loan growth YoY, up 5% before 2019 loan sale activity; Strong YoY momentum in fee income categories with mortgage banking fees up 45% and wealth fees up 21% Commercial Banking – Loan growth of 3% YoY; record fee income up 25% YoY, reflecting the impact of enhanced capabilities and further diversification, with record capital markets and FX & IRP results Strong execution on TOP Programs; TOP 5 Program achieved ~$125 million YE2019 pre-tax run-rate benefits; substantial work underway on TOP 6 with a target of ~$300-$325 million pre-tax run-rate benefit by YE2021 Continued progress on growing more attractive risk-adjusted return portfolios and optimizing deposit mix 4Q19 highlights Strong capital levels with a CET1 ratio of 10.0%(3) Well positioned LDR of 95.0% at period-end vs. 97.6% a year ago Repurchased $400 million of common shares, and including common dividends returned $558 million to shareholders, up 31% YoY Announced quarterly common dividend increase of 8% to $0.39 per share beginning in 1Q20; 22% increase YoY Underlying net income available to common of $431 million, with EPS of $0.99(1) Results reflect the build out of fee businesses and continued operating discipline in the face of challenging rate environment Underlying ROTCE of 12.5%(1) compares with 14.1% in 4Q18 and 12.6% in 3Q19 given the impact of higher securities valuations from lower long-term rates; TBV/share of $32.08 up 12% YoY and 2% QoQ Revenue of $1.6 billion up 3% YoY and stable QoQ NII down 2% YoY given lower NIM, partially offset by interest-earning asset growth of 4%; stable QoQ NIM of 3.06% down 19 bps YoY; down 6 bps QoQ given rate environment Noninterest income up 17% YoY reflects the benefit of investments in our capabilities, including acquisitions. Stable QoQ despite a $7 million decrease tied to the 3Q19 lease transaction Record results in capital markets and FX & IRP, with strong results in mortgage and wealth Underlying noninterest expense up 5% YoY and relatively stable QoQ. Continue to pair funding of growth investments with strong expense discipline(1) Underlying efficiency ratio of 58.0%(1) compares with 56.7% in 4Q18 and 58.2% in 3Q19 See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Highlights 4Q19 Underlying financial summary(1) Linked quarter: Underlying net income available to common down slightly, with EPS of $0.99 up 1%; TBV/share up 2% 3Q19 results included the impact of an aircraft lease restructure that increased other noninterest income $7 million, noninterest expense $10 million, and NCOs/provision expense $5 million NII relatively stable as the impact of lower interest-earning asset yields given the challenging rate environment was largely offset by the benefit of loan growth and reduced funding costs Record noninterest income, highlighted by record results in capital markets and FX & IRP and strength in trust and investment services fees, partially offset by a decrease in mortgage banking fees from record 3Q19 levels. Results also reflect a $7 million decrease from third quarter 2019 levels tied to the lease transaction Underlying noninterest expense decreased $5 million, or 1%, from 3Q19 levels that included a $10 million impact from the lease transaction; lower salaries and employee benefits were offset by higher outside services Underlying effective tax rate of 21.5%, excludes a 4.7% notable-item impact largely tied to legacy tax matters Prior-year quarter: Underlying net income available to stockholders decreased 6%, with EPS up 1%, TBV/share up 12% NII decreased 2%, reflecting the challenging rate and yield curve environment, partially offset by the impact of 4% growth in interest-earning assets Record noninterest income up $68 million, or 16%, with strong results in mortgage banking, record results in capital markets and FX & IRP and solid performance in trust and investment services fees Underlying noninterest expense up $43 million, or 5%, reflecting investments in growth initiatives and continued expense discipline See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. See page 3 for reported results. $s in millions

Highlights 2019 Underlying financial summary(1) See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. See page 3 for reported results. 2019 vs 2018: Underlying net income available to common stockholders up $27 million, or 2%, with EPS of $3.84 up $0.28, or 8% NII up $82 million, reflecting 4% growth in interest-earning assets which offset the impact of lower net interest margin tied to the challenging rate environment Record Underlying noninterest income increased $276 million, or 17% Strength in mortgage banking fees, capital markets fees, foreign exchange and interest rate products and card fees Growth ex-acquisitions of 9% Underlying noninterest expense increased $214 million, or 6% Results reflect higher equipment and software expense, salaries and employee benefits and outside services, driven by the impact of acquisitions, partially offset by lower other operating expense largely tied to a reduction in FDIC insurance Growth ex-acquisitions of 3.6% Underlying efficiency ratio of 58.2% relatively stable despite challenging rate environment Tangible book value per common share was $32.08, up 12% $s in millions Underlying, as applicable 2019 2018 2019 change from 2018 $/bps % Net interest income 4,614 $ 4,532 $ 82 $ 2 % Noninterest income 1,877 1,601 276 17 Total revenue 6,491 6,133 358 6 Noninterest expense 3,779 3,565 214 6 Net income available to common stockholders 1,735 $ 1,708 $ 27 $ 2 % Key performance metrics (1) Noninterest income as a % of total revenue 29 % 26 % 300 bps Efficiency ratio (1) 58.2 58.1 10 ROTCE (1) 12.8 % 13.1 % (30) bps Diluted EPS 3.84 $ 3.56 $ 0.28 $ 8 % Tangible book value 32.08 $ 28.73 $ 3.35 $ 12 %

Highlights Net interest income Linked quarter: NII relatively stable as the benefit of 2% interest-earning asset growth was offset by the impact of the challenging rate environment on NIM NIM of 3.06% decreased 6 bps as a reduction in interest-earning asset yields tied to lower interest rates was only partially offset by lower deposits costs and a continued asset mix shift toward more attractive risk-adjusted categories Interest-bearing deposit costs were down 15 bps, reflecting strong pricing discipline Prior-year quarter: NII decreased 2% as 4% growth in interest-earning assets was more than offset by lower NIM given the challenging rate and yield curve environment NIM of 3.06% decreased 19 bps as the impact of lower short-term rates on loan yields and higher securities premium amortization tied to lower long-term interest rates was only partially offset by lower funding costs and the continued mix shift towards better-returning assets Net interest income $s in millions, except earning assets Average interest-earning assets Net interest income Net interest margin, FTE

Noninterest income Highlights Linked quarter: Record noninterest income of $494 million reflects record results in capital markets and FX & IRP and solid results in trust and investment services fees, offset by lower mortgage banking fees from record 3Q19 levels and a $7 million decrease tied to the 3Q19 lease transaction Mortgage banking fees of $80 million decreased $37 million, or 32%, from record 3Q19 levels, reflecting the impact of higher long-term rates and seasonality Record capital markets fees of $66 million increased $27 million, reflecting higher syndication fees, M&A and advisory and underwriting activity Record FX & IRP fees of $49 million were up $14 million, driven by increased client activity and a favorable credit-valuation (CVA) benefit Other income declined from higher 3Q19 levels that included $7 million related to the lease transaction Prior-year quarter: Record Underlying noninterest income up 16% with strength in mortgage banking, record results in capital markets and FX & IRP fees and solid performance in trust and investment services fees Mortgage banking fees up $25 million, largely driven by higher origination volumes Capital markets fees increased $21 million driven by higher underwriting fees and M&A advisory fees, partially offset by lower syndication fees Trust and investment services fees increased $9 million, or 21% FX & IRP fees were up $15 million driven by the benefit of increased client activity and a favorable CVA benefit $s in millions See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. See page 29 for noninterest expense reported results detail and page 3 for efficiency ratio reported results. Underlying noninterest income(1)

$s in millions Noninterest expense Highlights Linked quarter: Underlying noninterest expense decreased $5 million from higher 3Q19 levels that included $10 million related to the lease transaction Salaries and employee benefits decreased $7 million, or 1%, reflecting the impact of efficiency initiatives and lower incentive compensation FTEs relatively stable at ~18,000 Outside services up $8 million, or 7%, largely reflecting the impact of higher retail loan origination activity and seasonality Other operating expense declined $6 million from higher 3Q19 levels that included a $10 million lease restructuring impact Efficiency ratio of 58.0% remained relatively stable despite challenging rate environment Prior-year quarter: Underlying noninterest expense up $43 million, or 5%, reflecting the impact of ongoing investments in growth initiatives as well as continued expense discipline Salaries and benefits up $19 million, or 4%, reflecting the impact of annual merit increases, investments in growth initiatives and higher revenue-based incentives Equipment and software expense up $9 million, or 7%, and Underlying occupancy up $4 million, or 5%, reflecting investments in growth initiatives Outside services expense up $6 million, or 5%, reflecting higher consumer loan and deposit origination volumes and technology initiatives See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. See page 29 for noninterest expense reported results detail and page 3 for efficiency ratio reported results. Underlying efficiency ratio(1)

Average loans and leases Highlights YoY loan growth á 3% á 3% á 3% Total core Total core retail Total core commercial Total core commercial loans and leases Total core retail loans (2) Linked quarter: Core loans and leases up $1.7 billion, or 1.5%; up 1.8% before the impact of 4Q19 loan sales activity tied to our balance sheet optimization strategies Core retail loans up $1.0 billion, or 2%, as growth in residential mortgage, education and unsecured offset the impact of loan sales and lower home equity Core commercial loans increased $706 million, reflecting growth in C&I and commercial real estate, given geographic, product and client-focused expansion strategies, partially offset by planned reductions in leasing Period-end core loans increased $1.3 billion, or 1.1%; up 2.1% before the impact of loan sale activity Prior-year quarter: Core loans and leases up $3.5 billion, or 3% Core retail loans up $1.9 billion, or 3%, reflecting strength in residential mortgage, education and unsecured, partially offset by lower home equity and planned reductions in auto Core commercial up $1.6 billion, or 3%, with strength in C&I and commercial real estate, partially offset by planned reductions in leasing Period-end core loans increased $2.9 billion, or 3% See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. $s in billions

Linked quarter: Total deposits up $1.7 billion, or 1% Growth in money market, demand deposits, savings and checking with interest, largely offset by a decrease in term deposits Citizens Access® deposits of $5.8 billion at quarter end Total deposit costs and cost of funds down 12 bps, reflecting proactive pricing discipline and the benefit of lower rates; interest-bearing deposits costs down 15 bps Prior-year quarter: Total deposits up $7.9 billion, or 7% Reflects growth in money market accounts, savings, checking with interest, term deposits and demand deposits Total deposit costs increased 1 bp, reflecting growth in interest-bearing deposits partially offset by the benefit of lower rates Total cost of funds decreased 7 bps, given improved funding mix from deposit growth and the benefit of lower rates Average funding and cost of funds Highlights $s in billions Average interest-bearing liabilities and DDA Total long-term borrowings Fed funds, repo, ST borrowed funds Term deposits Checking with interest DDA Money market & savings

Credit quality remains strong(1) $s in millions (2) Nonperforming loans Allowance for loan and lease losses Highlights Provision for credit losses, net charge-offs Provision for credit losses Total net c/os Net c/o ratio Core c/o ratio Overall credit quality remains strong across retail and commercial NPLs to total loans and leases ratio of 0.59% improved from 0.63% in 3Q19 and 0.66% in 4Q18 NPLs of $703 million decreased $34 million, or 5%, QoQ, reflecting a $36 million decrease in commercial, partially offset by a $2 million increase in retail; NPLs decreased $63 million, or 8% YoY Net charge-offs increased $9 million QoQ, as a $14 million increase in retail reflecting seasonally higher losses in auto and continued seasoning in retail growth portfolios was partially offset by a $5 million decrease in commercial Provision for credit losses of $110 million compares with $101 million in 3Q19 and $85 million 4Q18, reflecting several modest losses in commercial and the impact of continued seasoning in retail growth portfolios Allowance to total loans and leases of 1.05% remained relatively stable Allowance to NPL coverage ratio(1) of 178% improved from 171% 3Q19 and 162% in 4Q18 See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Capital levels remain at the higher end of the range for regional peers 4Q19 CET1 ratio of 10.0% decreased 30 bps from 3Q19 LDR of 95.0% compares with 94.5% in 3Q19 2019 Capital Plan reflects further commitment towards prudent return of capital Increased quarterly common dividend by 8% in 1Q20 Repurchased 10.9 million shares of common stock at a weighted-average price of $36.68 in 4Q19 Total capital returned to shareholders, including common dividends was $558 million in 4Q19 Capital and liquidity remain strong Highlights Capital Ratio trend Loan-to-deposit ratio(2) See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Current Expected Credit Loss (“CECL”) standard implementation Estimated 1/1/2020 Day-1 cumulative impact of CECL implementation: Net increase to allowance for credit losses of ~30%-35%;~22-25 bp reduction of CET1 on a fully-phased in basis Expect an increase in retail reserves tied to longer-duration loans, partially offset by a decrease tied to commercial loans Capital impact to be phased in by 1/1/2023 at 25% per year, commencing 1/1/2020 Expect to provide final Day-1 impact in the 2019 Form 10-K Estimated Day-2 post-implementation impact of CECL: 2020 Provision expense ~$475-$575 million; net charge-offs ~$475-$525 million Variables that could introduce heightened volatility to provision estimates under CECL include: Ability to accurately predict macroeconomic conditions over a longer time horizon Variances to rate and composition of loan growth and overall portfolio size and mix Future forecasting expected to be complex and involve a combination of leading and lagging indicators combined with management judgement which will likely increase variability of quarterly and annual results CECL methodology and key variables Macroeconomic forecast Adjusted Moody’s consensus forecast Market-based forward interest rate curves Reasonable & supportable forecast period 2-year Reversion period and approach 1-year Straight-line 30-year average variable Key macroeconomic variables Real GDP Unemployment rate Case-Schiller Home Price Index Total of 9 variables utilized CECL methodology and key variables Macroeconomic forecast Reversion period & approach Key macroeconomic variables Reasonable & supportable forecast period Adjusted Moody’s consensus forecast Market-based forward interest rate curves 1-year Straight-line Reversion to 30-year historical average variables Real GDP Unemployment rate Case-Schiller Home Price Index Total of 9 major variables utilized, with hundreds of individual inputs 2-year Proprietary macroeconomic forecast is underpinned by Moody’s consensus forecast supplemented with adjustments based on alternate economic scenarios Estimates subject to change based on continuing review of models and assumptions, portfolio performance, changes in forecasted macroeconomic conditions and loan mix

4Q19 YoY Strategic initiatives update Fee growth Consumer Enhance mortgage platform Strong mortgage banking fees; originations up 95% and gain on sale margins improved 15 bps Expand wealth Strength in trust and investment services fees, up 21%; Managed money revenue up 18%; AUM up 120%, 26% excluding Clarfeld Commercial Expand Capital & Global Markets capabilities Increased loan syndication lead-left positions by 11%(1) Record Capital Markets fees, up 47%, with M&A fees up 61% Record FX & IRP fees, up 44% Build out Treasury Solutions Completed on-boarding of clients to accessOPTIMA™, new real-time treasury management platform Foundational Strong execution of TOP 5 program – achieved ~$125 million YE2019 pre-tax run-rate benefit Transformational TOP 6 program well underway, with a target of ~$300-$325 million in pre-tax run-rate benefit by year-end 2021 Agile transformation mobilized with ~84 business and technology pods Balance Sheet Optimization Grow more attractive risk-adjusted return portfolios Consumer - core education, personal unsecured and merchant financing up 17%; Commercial - continue to recycle capital toward better-return relationships Reposition select portfolios Retail non-core loans down 24%; auto down 1% with yields up 42 bps Asset Finance down 11%; yields up 7 bps $1.1 billion of lower-return mortgages sold early 1Q20 Optimize deposit mix Proactive IBD pricing, down 15 bps QoQ vs. down 6 bps in 3Q19; Strong DDA performance, with average Consumer DDA balances up 2% QoQ and up 3% YoY Strategic & business highlights Group #2 rated financial institution and #16 overall on Forbes’ 2019 list of America’s Best Employers for New Graduates Announced second year of Leadership-level national partnership with Feeding America to combat hunger Consumer Launched new merchant partnership program with Microsoft - Xbox All Access, distributed through Amazon Clarfeld Financial Advisors ranked top-40 on Barron’s 2019 Top Registered Investment Advisor Firm list Commercial #6 Overall Middle Market lead/joint lead bookrunner(2); #3 based on number of transactions Winner of Aite Group's 2019 Impact Innovation Award for customer experience in cash management and payments by a U.S. bank Initiated new Citizens Business Conditions Index™ measuring U.S. business growth and employment See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Update: TOP 6 Program transformation initiatives Redesign go-to-market operating model Significantly enhance ability to innovate, adapt and deliver for customers through agile ways of working Empower cross-functional network of teams with a clear mission and strategy Shorten cycles for product and technology changes through iterative test and learn approach Enable a customer-focused, entrepreneurial approach Improve speed to market for new products, services and experiences Advance next-gen IT Modernize infrastructure and platforms and transform technology delivery approach Implement next-gen API-enabled cloud native architecture Execute through proactive, customer-centric, Agile ways of working Further enhance engineering talent and tools Efficiency and productivity benefits expected to fund future investments in growth YE2020 YE2021 ~$100-$125 ~$200-$225 Transformational Program YE2020 ~$75-$100 ~$100+ Traditional TOP Program YE2021 Revenue initiatives ~35% Targeted C&I geographic expansion Deploy new pricing optimization engines Launched enhanced personalization & retention tools through digital channels Efficiency initiatives ~65% Accelerate retail network transformation Redesign wealth operations Further organizational simplification Targeted pre-tax run-rate Targeted pre-tax run-rate Select Examples $s in millions TOP 6 Program well underway; no change to expected benefits of ~$300-$325 million in pre-tax run-rate impact by YE2021 With ~$175-$225 million by YE2020 ‘Notable’ pre-tax cost estimate of ~$75 million in 2020, will seek further offsets

Update: Strategic revenue initiatives Selected examples Launching current wave of strategic revenue initiatives designed to add new capabilities and customers and position the bank well for future top-line growth Planned initial investment of ~$40 million pre-tax in 2020, with ~70% capex/30% opex Will be funded by TOP run-rate benefits Focused on innovative ways to attract and serve customers, drive new revenue pools Expect ~1% contribution to ROTCE by 2024 if successfully executed Investment will be paced based on macro-economic conditions and competitive environment Expanding Citizens Access® Reinventing the payment experience at point of sale Integrating digital offerings for small business customers Leverage platform to deepen existing national customer relationships and expand our customer base Expand product set in bundles, first wave currently expected to launch by YE2020 Expand offerings to small business and lower middle market customers through a simple, self-service, integrated and fully-digital platform Helping clients run their business more efficiently through timely and relevant insights and tools and enabling frictionless deposits and lending Building on successful experience with merchant finance partnerships to expand into new verticals and innovate disruptive capabilities at POS Deepening relationships with target customer segments by creating a unique value proposition to help customers responsibly spend on larger-ticket items

Key performance drivers into 2020 and beyond Success will be driven by what got us here today Growth mindset with continued investments for the future Customer-focused culture Strong and experienced board and leadership team, best-in-class talent Proven execution ability and commitment to excellence in every dimension Long-term positioning to deliver earnings growth and attractive returns with prudent risk appetite and active capital management Confident that we can continue to perform well and drive toward becoming a top performing regional bank that delivers well for its stakeholders Enterprise-wide initiatives drive performance improvement TOP - Rigorous efficiency and revenue growth program to drive performance and allow self-funding of investments BSO - Recycle capital into better-return growth and relationship categories, optimize deposits Innovating to source new customers and revenue streams through strategic revenue initiatives and continued execution of growth strategies Building fee capabilities organically and through targeted acquisitions Relentless focus on expense base through customer journeys, agile development and process automation Significant investments in new technologies, data analytics, seamless integration of digital and physical distribution, customer experience and broadening capabilities Reaffirm medium-term ROTCE target of ~14-16%; see appendix page 25

Underlying FY2019 performance vs. guidance(1)(2) Results reflect strong execution against targets through a challenging yield curve environment See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. Underlying FY2019 guidance vs. Underlying 2018 Net interest income, net interest margin Expense growth & efficiency ratio Credit trends, tax rate Capital, liquidity and funding Key economic assumptions Noninterest income Net interest income growth of 2% NIM decrease of 6 bps given challenging yield curve environment Expense growth of 6.0%; 3.6% excluding impact of acquisitions Efficiency ratio improved 0.1% to 58.2%; 0.2% excluding acquisitions Provision expense of $393 million Tax rate of 22.0% Dividend payout ratio of 35%, common stock buyback of $1.22 billion Year-end Basel III common equity tier 1 ratio of 10.0% YE 2019: fed funds target rate of 1.50-1.75% 10-year Treasury rate of 1.92% Full-year GDP growth of 2.1% 3Q YOY YE 2019 unemployment rate of 3.5% Growth in noninterest income of 17.2%; 8.5% excluding impact of acquisitions ü ü ü ü ü Net interest income growth of ~5-6.5% NIM up low-to-mid single digit bps, reflecting benefit of balance sheet optimization Expense growth of ~5.5-6.25%; ~3-3.5% excluding the impact of FAMC/CFA Target ~1% improvement in efficiency ratio; ~1.5%+ excluding FAMC/CFA Provision expense ~$400-450 million Tax rate of ~22.75% Targeting FY19 dividend payout ratio of ~30–35% Year-end Basel III common equity tier 1 ratio ~10.2% YE 2019: fed funds rate of ~2.25-2.50% 10-year Treasury rate of ~2.75-3% range Full-year GDP growth in the ~2–2.5% range YE 2019 unemployment rate ~3.5–3.75% range ~11-13% noninterest income growth; ~4-6% excluding impact of FAMC/CFA Balance sheet growth 4% average loan growth 4% average interest-earning asset growth ~3-5% average loan and interest-earning asset growth û û ü û ü ü û û Underlying 2019 results vs. Underlying 2018 ü ü

FY2020 outlook See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. Net interest income growth of ~1-2% NIM decline broadly consistent with 2019; stable/modestly up over course of 2020 from 4Q19 level Expense growth of ~1.75-2.75% Target positive operating leverage & stable efficiency ratio Net charge-offs ~$475-$525 million Provision expense ~$475-$575 million Tax rate of ~22% Please reference slide 15 for important factors that could influence provision outlook under CECL accounting standard 2020 expectations vs. Underlying 2019(1) Targeting FY20 dividend payout ratio at the upper end of ~35-40% range Year-end Basel III common equity tier 1 ratio ~9.75-10.0%(2) YE 2020: fed funds rate of ~1.50-1.75% 10-year Treasury rate of ~1.75-2.25% range Full-year GDP growth in the ~2–2.5% range Noninterest income growth of ~4.0-5.5% Underlying 2019(1) Net interest income, NIM Operating leverage, efficiency ratio Credit trends, tax rate Capital, liquidity and funding Key economic assumptions Noninterest income $4,614 million net interest income 3.16% NIM; down 6 bps vs. prior year $3,779 million noninterest expense 58.2% efficiency ratio $430 million net charge-offs $393 million provision expense 22.0% tax rate 35% dividend payout ratio; common stock buyback of $1.22 billion 10.0% CET1 ratio(3) YE 2019: fed funds target rate of 1.50-1.75% 10-year Treasury rate of 1.92% Full-year GDP growth of 2.1% 3Q YOY $1,877 million noninterest income ~3-4% average loan and interest-earning asset growth Balance sheet growth $117.9 billion average loans (excluding LHFS) $146.8 billion average interest-earning assets > Expect to record notable items of ~$75 million pre-tax in 2020 not reflected in the above

1Q20 outlook See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. (2) (1) (1)

Key messages Citizens continues to execute well and deliver for stakeholders 4Q19 results reflect the benefit of diversified business model Record fee income reflects the build out of fee businesses Average loan growth of 3% YoY, up 4% before loan sales activity Deposits up 7% YoY; deposit cost discipline continues, up 1 bp YoY; down 12 bps QoQ; IBD down 15bps QoQ EPS growth of 1% YoY on Underlying basis(1) 12.5% ROTCE on Underlying basis; 58.0% efficiency ratio on Underlying basis(1) TBV/share of $32.08 up 12% YoY; 8% common dividend increase in 1Q20 Full-year 2019 results demonstrate continued good progress Underlying revenue up 6%, excluding Acquisitions up 3%(1) Underlying EPS growth of 8%(1) Good progress across the board in delivering on strategic initiatives Strong momentum in fee income, led by strong mortgage banking and wealth fees, record results in capital markets and FX & IRP Significant progress in advancing new technology initiatives, including new cash management platform, and moving to pilot phase of new mobile platform in Consumer Capital and credit position remains robust 10.0% CET1 ratio(2) allows for organic loan growth and attractive returns to shareholders Credit quality remains strong across retail and commercial Continue to deliver on TOP programs, with outperformance on TOP 5 and strong early progress on TOP 6 expected to: Transform how we operate and deliver for customers and colleagues Drive meaningful efficiency improvement and fund additional growth & innovation investments to drive medium-term revenue growth See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Appendix

Medium-term financial targets(1) Medium-term financial targets Economic assumptions Real GDP growth: ~2.0% annually No Fed Funds rate changes in 2020; bias towards modest Fed moves in 2021/22. Expect modest curve steepening Unemployment rate: ~3.5% ~14-16% ~9.75-10.00% ~54% ROTCE Efficiency Ratio CET1 ~35-40% Dividend payout ratio See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Average loans $s in billions Average deposits $s in billions Year-over-Year Underlying results(1) Pre-provision profit $s in millions Return on average total tangible assets Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity á 3% á 7% â 1% â 10 bps â 6% $0.98 $0.99 See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. á 1% â 162 bps

Average loans $s in billions Average deposits $s in billions Linked-quarter Underlying results(1) Pre-provision profit $s in millions Return on average total tangible assets Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity á 1% á 1% á 1% â 2 bps â 1% $0.98 $0.99 See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29. á 1% â 9 bps

Full year Underlying results(1) Pre-provision profit $s in millions Return on average total tangible assets Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity á 6% Average loans $s in billions Average deposits $s in billions á 4% á 6% $3.56 â 1 bps â 30 bps $3.84 á 8% á 2% See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 29.

Notable Items(1) 2019 quarterly and fourth quarter 2018 results reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company (“FAMC”) acquisition. Fourth quarter and full year 2019 and 2018 results also reflect costs related to strategic initiatives. Fourth quarter 2019 results also include a tax benefit largely tied to legacy tax matters. Fourth quarter 2018 results also include the impact of a further benefit resulting from December 2017 Tax Legislation, partially offset by other notable items primarily associated with TOP and real estate efficiency initiatives. These notable items have been excluded from reported results to better reflect Underlying operating results. Total estimated after-tax FAMC integration costs are expected to be in the $40-$45 million range, with the integration substantially complete by second quarter 2020. Cumulative after-tax integration costs related to FAMC totaled $30 million through the end of fourth quarter 2019. See pages 37-38 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described above. Cumulative after-tax Notable Items - integration costs 4Q19 3Q19 4Q18 FY2019 FY2018 integration costs ($s in millions, except per share data) Pre-tax After-tax EPS Pre-tax After-tax EPS Pre-tax After-tax EPS Pre-tax After-tax EPS Pre-tax After-tax EPS FAMC Other Total Noninterest income $0 $0 $0 $0 $0 $0 $-4 $-3 $-0.01 $0 $0 $0 $-4 $-3 $-0.01 $-3 $0 $-3 Salaries & benefits 0 0 0 -1 -1 0 -4 -3 -0.01 -4 -3 -0.01 -9 -7 -0.02 -10 0 -10 Equipment and software expense -1 -1 0 0 0 0 0 0 0 -1 -1 0 0 0 0 -1 0 -1 Outside services -1 -1 0 -3 -2 -0.01 -5 -4 -0.01 -13 -10 -0.02 -6 -5 -0.01 -12 -3 -15 Occupancy 0 0 0 0 0 0 -2 -1 0 0 0 0 -2 -1 0 -1 0 -1 Other expense 0 0 0 0 0 0 -1 -1 0 0 0 0 -4 -3 -0.01 -3 0 -3 Noninterest expense $-2 $-2 $0 $-4 $-3 $-0.01 $-12 $-9 $-0.02 $-18 $-14 $-0.03 $-21 $-16 $-0.04 $-27 $-3 $-30 Total Integration costs $-2 $-2 $0 $-4 $-3 $-0.01 $-16 $-12 $-0.03 $-18 $-14 $-0.03 $-25 $-19 $-0.05 $-30 $-3 $-33 Other notable items - primarily tax and TOP 4Q19 3Q19 4Q18 FY2019 FY2018 ($s in millions, except per share data) Pre-tax After-tax EPS Pre-tax After-tax EPS Pre-tax After-tax EPS Pre-tax After-tax EPS Pre-tax After-tax EPS Tax notable items $0 $24 $0.06 $0 $10 $24 $0.02 $0.06 $0 $29 $24 $0.06 $0 $34 $0.08 $0 $29 $-0.06 Other notable items - TOP & other actions Noninterest income $0 $0 $0 $0 $0 $0 $-1 $-1 $0 $0 $0 $0 $-1 $-1 $0 Salaries & benefits -6 -5 -0.01 -4 -3 -5 -0.01 -0.01 -2 -2 -5 -0.01 -10 -8 -0.02 -2 -2 -0.01 Equipment and software expense -2 -1 0 0 0 -1 0 0 -3 -2 -1 0 -2 -1 0 -3 -2 0 Outside services -19 -14 -0.03 -11 -8 -14 -0.02 -0.03 -14 -11 -14 -0.02 -30 -22 -0.05 -14 -11 -0.02 Occupancy -8 -6 -6 -0.01 0 0 -6 0 -14 -10 -6 -0.02 -8 -6 -0.01 -14 -10 -0.02 Other expense 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Noninterest expense $-35 $-26 $-0.05 $-15 $-11 $-26 $-0.03 $-33 $-25 $-26 $-0.05 $-50 $-37 $-0.08 $-33 $-25 $-0.05 Total other notable items $-35 $-2 $0 $-15 $-1 $0 $-34 $3 $0.01 $-50 $-3 $-0.01 $-34 $3 $0.01 Total notable items $-37 $-4 $-0.01 $-19 $-4 $-0.01 $-50 $-9 $-0.02 $-68 $-17 $-0.03 $-59 $-16 $-0.04

GAAP noninterest income and noninterest expense summary $s in millions

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

$s in millions, except share, per share and ratio data Key performance metrics, Non-GAAP financial measures and reconciliations

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding Acquisitions $s in millions, except share, per share and ratio data

Notes on Key Performance Metrics and Non-GAAP Financial Measures See important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” or “Adjusted” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results before the impact of Acquisitions” exclude the impact acquisitions that occurred after second quarter 2018 and notable items, as applicable. 4Q19, 3Q19, 2Q19 and 1Q19 after-tax notable items include the $2 million, $4 million, $5 million and $4 million, respectively, after-tax impact of notable items primarily tied to the integration of FAMC. 4Q19 results also include a $24 million tax benefit largely tied to legacy tax matters. 4Q18 after-tax notable items include the $29 million impact of a further benefit resulting from December 2017 Tax Legislation, partially offset by other notable items primarily associated with our TOP 5 efficiency initiatives, as well as the $12 million after-tax impact of other notable items associated with the FAMC integration. 3Q18 reported results reflect the $7 million after-tax impact of notable items associated with the FAMC integration. General Notes References to net interest margin are on a fully taxable equivalent ("FTE") basis. In 1Q19, Citizens changed its quarterly presentation of net interest income and net interest margin (NIM). Consistent with our understanding of general peer practice, the Company simplified the calculation of its reported NIM to equal net interest income, annualized based on the actual number of days in the period, divided by average total interest earning assets for the period. Under the Company’s prior methodology, NIM was calculated using the difference between the annualized yield on average total interest-earning assets and total interest-bearing liabilities for the period. The Company also began presenting both net interest income and NIM on an FTE basis. Prior periods have been revised consistent with the current presentation. Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation. References to “Underlying results before the impact of Acquisitions” exclude the impact of acquisitions occurring after 2Q18 and notable items, as applicable. Throughout this presentation, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. Select totals may not sum due to rounding. Current period regulatory capital ratios based on Basel III standardized approach are preliminary. Any mention of EPS refers to diluted EPS. Throughout this presentation, references to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. Notes on slide 3 – GAAP financial Summary See above note on key performance metrics and non-GAAP financial measures. See above general note a). In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Full-time equivalent employees. Notes on slide 5 – Highlights See above note on key performance metrics and non-GAAP financial measures. See above general note h). See above general note f). Notes on slide 6 – 4Q19 Underlying financial summary See above note on key performance metrics and non-GAAP financial measures. Notes on slide 7 – 2019 Underlying financial summary See above note on key performance metrics and non-GAAP financial measures. Notes on slide 9 – Noninterest income See above note on key performance metrics and non-GAAP financial measures. Notes on slide 10 – Noninterest expense See above note on key performance metrics and non-GAAP financial measures. Notes on slide 11 – Average loans and leases See above general note e). Non-core loans are primarily liquidating loan and lease portfolios inconsistent with our strategic priorities, generally as a result of geographic location, industry, product type or risk level and are included in Other. Notes on slide 13 – Credit quality remains strong Beginning in the fourth quarter of 2019, nonperforming balances exclude both fully and partially guaranteed residential mortgage loans sold to Ginnie Mae for which the Company has the right, but not the obligation, to repurchase. Prior periods have been adjusted to exclude partially guaranteed amounts to conform with the current period presentation. Allowance for loan and lease losses to nonperforming loans and leases. Notes on slide 14 – Capital and liquidity remain strong See above general note f). Period-end loan-to-deposit ratio, excluding loans held for sale. Notes on slide 16 – 4Q19 YoY Strategic initiatives update Trailing twelve-month trailing balance. Thomson Reuters LPC, Loan syndication league table ranking for the prior twelve months as of 4Q19 based on number of deals for Overall U.S. Middle Market (defined as Borrower Revenues < $500 million and Deal Size < $500 million). Notes on slide 20 – Underlying FY2019 performance vs. guidance See above note on key performance metrics and non-GAAP financial measures. Guidance as provided on January 18, 2019 4Q18 earnings call. Notes

Notes on slide 21 – FY2020 outlook See above note on key performance metrics and non-GAAP financial measures. Includes an impact of approximately 10 basis points to the CET1 ratio related to the increase in risk weighting on mortgage servicing assets to 250% from 100% based on an interagency rule approved by the FDIC Board on May 28, 2019 with an effective date of April 1, 2020. See above general note f). Notes on slide 22 – 1Q20 outlook See above note on key performance metrics and non-GAAP financial measures See above general note f). Notes on slide 23 – Key messages See above note on key performance metrics and non-GAAP financial measures. See above general note f). Notes on slide 25 – Medium–term financial targets 1) See above note on key performance metrics and non-GAAP financial measures. Notes on slide 26 – Year-over-Year Underlying results See above note on key performance metrics and non-GAAP financial measures. Notes on slide 27 – Linked-quarter Underlying results See above note on key performance metrics and non-GAAP financial measures. Notes on slide 28 – Full year Underlying results See above note on key performance metrics and non-GAAP financial measures. Notes on slide 29 – Notable items See above note on key performance metrics and non-GAAP financial measures. Notes continued

EX-99.3

Exhibit 99.3

Financial Supplement

Fourth Quarter and Full Year 2019

1

Table of Contents	Page
Consolidated Financial Highlights		3
Consolidated Statements of Operations (unaudited)		5
Consolidated Balance Sheets (unaudited)		6
Loans and Deposits		7
Average Balance Sheets		8
Average Annualized Yields and Rates		9
Segment Financial Highlights		10
Credit-Related Information:
Nonperforming Assets		17
Charge-offs, Recoveries and Related Ratios		18
Summary of Changes in the Components of the Allowance for Credit Losses		20
Capital and Ratios		21
Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations		22

The information in this Financial Supplement is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. The Company does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this Financial Supplement are subject to the forward-looking statements language contained in the Company’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which can be found on the SEC’s website (www.sec.gov) or on the Company’s website (www.citizensbank.com). The Company’s future financial performance is subject to the risks and uncertainties described in its SEC filings.

2

CONSOLIDATED FINANCIAL HIGHLIGHTS

(in millions, except share, per-share and ratio data)

	QUARTERLY TRENDS																											FULL YEAR
																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$/bps			%			$/bps			%									$/bps			%
SELECTED OPERATING DATA
Total revenue	$	1,637		$	1,638		$	1,628		$	1,588		$	1,593		($	1	)		—	%	$	44			3	%	$	6,491		$	6,128		$	363			6	%
Noninterest expense		986			973			951			937			951			13			1			35			4			3,847			3,619			228			6
Profit before provision for credit losses		651			665			677			651			642			(14	)		(2	)		9			1			2,644			2,509			135			5
Provision for credit losses		110			101			97			85			85			9			9			25			29			393			326			67			21
NET INCOME		450			449			453			439			465			1			—			(15	)		(3	)		1,791			1,721			70			4
Net income, Underlying1		454			453			458			443			474			1			—			(20	)		(4	)		1,808			1,737			71			4
Net income available to common stockholders		427			432			435			424			450			(5	)		(1	)		(23	)		(5	)		1,718			1,692			26			2
Net income available to common stockholders, Underlying1		431			436			440			428			459			(5	)		(1	)		(28	)		(6	)		1,735			1,708			27			2
PER COMMON SHARE DATA
Basic earnings	$	0.98		$	0.97		$	0.95		$	0.92		$	0.96		$	0.01			1	%	$	0.02			2	%	$	3.82		$	3.54		$	0.28			8	%
Diluted earnings		0.98			0.97			0.95			0.92			0.96			0.01			1			0.02			2			3.81			3.52			0.29			8
Basic earnings, Underlying1		0.99			0.98			0.96			0.93			0.98			0.01			1			0.01			1			3.86			3.57			0.29			8
Diluted earnings, Underlying1		0.99			0.98			0.96			0.93			0.98			0.01			1			0.01			1			3.84			3.56			0.28			8
Cash dividends declared and paid per common share		0.36			0.36			0.32			0.32			0.27			—			—			0.09			33			1.36			0.98			0.38			39
Book value per common share		47.63			46.67			45.61			44.24			42.87			0.96			2			4.76			11			47.63			42.87			4.76			11
Tangible book value per common share		32.08			31.48			30.88			29.60			28.73			0.60			2			3.35			12			32.08			28.73			3.35			12
Dividend payout ratio		37	%		37	%		34	%		35	%		28	%		—	bps					900	bps					36	%		28	%		800	bps
Dividend payout ratio, Underlying1		36			37			33			34			27			(100	) bps					900	bps					35			27			800	bps
COMMON SHARES OUTSTANDING
Average: Basic		434,684,606			445,703,987			458,154,335			460,713,172			467,338,825			(11,019,381	)		(2	%)		(32,654,219	)		(7	%)		449,731,453			478,822,072			(29,090,619	)		(6	%)
Diluted		436,500,829			447,134,595			459,304,224			462,520,680			469,103,134			(10,633,766	)		(2	)		(32,602,305	)		(7	)		451,213,701			480,430,741			(29,217,040	)		(6	)
Common shares at period-end		433,121,083			443,913,525			457,903,826			461,116,723			466,007,984			(10,792,442	)		(2	)		(32,886,901	)		(7	)		433,121,083			466,007,984			(32,886,901	)		(7	)
SHARE PRICE
High	$	40.92		$	38.06		$	36.89		$	37.73		$	39.69		$	2.86			8	%	$	1.23			3	%	$	40.92		$	48.23		($	7.31	)		(15	%)
Low		32.47			31.34			32.36			29.26			27.62			1.13			4			4.85			18			29.26			27.62			1.64			6
Close		40.61			35.37			35.36			32.50			29.73			5.24			15			10.88			37			40.61			29.73			10.88			37
Market capitalization		17,589			15,701			16,191			14,986			13,854			1,888			12			3,735			27			17,589			13,854			3,735			27
SEGMENT NET INCOME
Consumer Banking	$	209		$	251		$	213		$	202		$	193		($	42	)		(17	%)	$	16			8	%	$	875		$	767		$	108			14	%
Commercial Banking		231			196			216			227			241			35			18			(10	)		(4	)		870			927			(57	)		(6	)
Other		10			2			24			10			31			8			NM			(21	)		(68	)		46			27			19			70
NET INCOME	$	450		$	449		$	453		$	439		$	465		$	1			—	%	($	15	)		(3	%)	$	1,791		$	1,721		$	70			4	%

¹ These are non-GAAP financial measures. For further information on these measures, refer to “Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations” at the end of this document.

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

	QUARTERLY TRENDS																											FULL YEAR
																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$/bps			%			$/bps			%									$/bps			%
FINANCIAL RATIOS
Net interest margin1		3.04	%		3.10	%		3.20	%		3.23	%		3.23	%		(6	) bps					(19	) bps					3.14	%		3.21	%		(7	) bps
Net interest margin, FTE2		3.06			3.12			3.21			3.25			3.25			(6	) bps					(19	) bps					3.16			3.22			(6	) bps
Return on average common equity		8.30			8.35			8.54			8.62			9.16			(5	) bps					(86	) bps					8.45			8.62			(17	) bps
Return on average common equity, Underlying3		8.36			8.45			8.63			8.71			9.33			(9	) bps					(97	) bps					8.53			8.69			(16	) bps
Return on average tangible common equity		12.39			12.44			12.75			13.00			13.85			(5	) bps					(146	) bps					12.64			12.94			(30	) bps
Return on average tangible common equity, Underlying3		12.49			12.58			12.89			13.12			14.11			(9	) bps					(162	) bps					12.76			13.06			(30	) bps
Return on average total assets		1.08			1.10			1.13			1.11			1.17			(2	) bps					(9	) bps					1.10			1.11			(1	) bps
Return on average total assets, Underlying3		1.09			1.11			1.14			1.12			1.19			(2	) bps					(10	) bps					1.11			1.12			(1	) bps
Return on average total tangible assets		1.13			1.15			1.17			1.16			1.22			(2	) bps					(9	) bps					1.15			1.16			(1	) bps
Return on average total tangible assets, Underlying3		1.14			1.16			1.19			1.17			1.24			(2	) bps					(10	) bps					1.16			1.17			(1	) bps
Effective income tax rate		16.76			20.46			21.86			22.42			16.45			(370	) bps					31	bps					20.43			21.16			(73	) bps
Effective income tax rate, Underlying3		21.52			22.29			21.89			22.44			21.91			(77	) bps					(39	) bps					22.03			22.55			(52	) bps
Efficiency ratio		60.28			59.40			58.41			59.00			59.69			88	bps					59	bps					59.28			59.06			22	bps
Efficiency ratio, Underlying3		58.02			58.22			58.02			58.67			56.70			(20	) bps					132	bps					58.23			58.13			10	bps
Noninterest income as a % of total revenue		30	%		30	%		28	%		27	%		26	%		—	bps					400	bps					29	%		26	%		300	bps
Noninterest income as a % of total revenue, Underlying3		30	%		30	%		28	%		27	%		27	%		—	bps					300	bps					29	%		26	%		300	bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio		10.0	%		10.3	%		10.5	%		10.5	%		10.6	%
Tier 1 capital ratio		11.1			11.1			11.3			11.3			11.3
Total capital ratio		13.0			13.0			13.4			13.4			13.3
Tier 1 leverage ratio		10.0			9.9			10.1			10.0			10.0
SELECTED BALANCE SHEET DATA (PERIOD-END)
Total assets	$	165,733		$	164,362		$	162,749		$	161,342		$	160,518		$	1,371			1	%	$	5,215			3	%	$	165,733		$	160,518		$	5,215			3	%
Loans and leases:
Commercial		57,538			56,733			56,963			57,689			56,783			805			1			755			1			57,538			56,783			755			1
Retail		61,550			61,147			59,875			59,926			59,877			403			1			1,673			3			61,550			59,877			1,673			3
Total loans and leases		119,088			117,880			116,838			117,615			116,660			1,208			1			2,428			2			119,088			116,660			2,428			2
Deposits		125,313			124,714			124,004			123,916			119,575			599			—			5,738			5			125,313			119,575			5,738			5
Long-term borrowed funds4		14,047			12,806			11,538			11,725			15,925			1,241			10			(1,878	)		(12	)		14,047			15,925			(1,878	)		(12	)
Total stockholders’ equity		22,201			21,851			22,017			21,531			20,817			350			2			1,384			7			22,201			20,817			1,384			7
Loans-to-deposits ratio (period-end balances)		95.03	%		94.52	%		94.22	%		94.92	%		97.56	%		51	bps					(253	) bps					95.03	%		97.56	%		(253	) bps
Loans-to-deposits ratio (average balances)		94.63			94.62			95.64			97.70			98.41			1	bps					(378	) bps					95.62			97.94			(232	) bps
Full-time equivalent colleagues		17,997			18,116			18,207			18,078			18,140			(119	)		(1	)		(143	)		(1	)		17,997			18,140			(143	)		(1	)

¹ Beginning in the first quarter of 2019, we changed the method of calculating our net interest margin to equal net interest income, annualized based on the number of days in the period, divided by average total interest-earning assets. Prior periods have been adjusted to conform with the current period presentation.

² Net interest income and net interest margin is presented on a fully taxable-equivalent (“FTE”) basis using the federal statutory tax rate of 21%. The FTE impact is predominantly attributable to commercial loans for the periods presented.

³ These are non-GAAP financial measures. For further information on these measures, refer to “Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations” at the end of this document.

⁴ Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation.

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

	QUARTERLY TRENDS																						FULL YEAR
											4Q19 Change																2019 Change
	4Q19		3Q19		2Q19		1Q19		4Q18		3Q19						4Q18						2019		2018		2018
											$			%			$			%							$			%
INTEREST INCOME
Interest and fees on loans and leases	$	1,312	$	1,356	$	1,392	$	1,381	$	1,347	($	44	)		(3	%)	($	35	)		(3	%)	$	5,441	$	5,010	$	431			9	%
Interest and fees on loans held for sale		18		19		15		11		14		(1	)		(5	)		4			29			63		37		26			70
Interest and fees on other loans held for sale		5		2		2		4		1		3			150			4			NM			13		10		3			30
Investment securities		159		153		164		166		172		6			4			(13	)		(8	)		642		672		(30	)		(4	)
Interest-bearing deposits in banks		7		8		7		8		8		(1	)		(13	)		(1	)		(13	)		30		29		1			3
Total interest income		1,501		1,538		1,580		1,570		1,542		(37	)		(2	)		(41	)		(3	)		6,189		5,758		431			7
INTEREST EXPENSE
Deposits		263		297		308		287		245		(34	)		(11	)		18			7			1,155		785		370			47
Federal funds purchased and securities sold under agreements to repurchase		1		2		3		2		2		(1	)		(50	)		(1	)		(50	)		8		6		2			33
Other short-term borrowed funds1		1		—		1		—		2		1			100			(1	)		(50	)		2		9		(7	)		(78	)
Long-term borrowed funds1		93		94		102		121		121		(1	)		(1	)		(28	)		(23	)		410		426		(16	)		(4	)
Total interest expense		358		393		414		410		370		(35	)		(9	)		(12	)		(3	)		1,575		1,226		349			28
Net interest income		1,143		1,145		1,166		1,160		1,172		(2	)		—			(29	)		(2	)		4,614		4,532		82			2
NONINTEREST INCOME
Service charges and fees		128		128		126		123		131		—			—			(3	)		(2	)		505		513		(8	)		(2	)
Mortgage banking fees		80		117		62		43		51		(37	)		(32	)		29			57			302		152		150			99
Card fees		64		67		64		59		62		(3	)		(4	)		2			3			254		244		10			4
Capital markets fees		66		39		57		54		45		27			69			21			47			216		179		37			21
Trust and investment services fees		52		50		53		47		43		2			4			9			21			202		171		31			18
Foreign exchange and interest rate products		49		35		35		36		34		14			40			15			44			155		126		29			23
Letter of credit and loan fees		35		34		33		33		34		1			3			1			3			135		128		7			5
Securities gains, net		4		3		4		8		6		1			33			(2	)		(33	)		19		19		—			—
Other income		16		20		28		25		15		(4	)		(20	)		1			7			89		64		25			39
Total noninterest income		494		493		462		428		421		1			—			73			17			1,877		1,596		281			18
TOTAL REVENUE		1,637		1,638		1,628		1,588		1,593		(1	)		—			44			3			6,491		6,128		363			6
Provision for credit losses		110		101		97		85		85		9			9			25			29			393		326		67			21
NONINTEREST EXPENSE
Salaries and employee benefits		502		508		507		509		483		(6	)		(1	)		19			4			2,026		1,880		146			8
Equipment and software expense2		133		130		126		125		124		3			2			9			7			514		464		50			11
Outside services		142		128		118		110		135		14			11			7			5			498		447		51			11
Occupancy		88		80		82		83		92		8			10			(4	)		(4	)		333		333		—			—
Other operating expense		121		127		118		110		117		(6	)		(5	)		4			3			476		495		(19	)		(4	)
Total noninterest expense		986		973		951		937		951		13			1			35			4			3,847		3,619		228			6
Income before income tax expense		541		564		580		566		557		(23	)		(4	)		(16	)		(3	)		2,251		2,183		68			3
Income tax expense		91		115		127		127		92		(24	)		(21	)		(1	)		(1	)		460		462		(2	)		—
Net income	$	450	$	449	$	453	$	439	$	465	$	1			—	%	($	15	)		(3	%)	$	1,791	$	1,721	$	70			4	%
Net income, Underlying3	$	454	$	453	$	458	$	443	$	474	$	1			—	%	($	20	)		(4	%)	$	1,808	$	1,737	$	71			4	%
Net income available to common stockholders	$	427	$	432	$	435	$	424	$	450	($	5	)		(1	%)	($	23	)		(5	%)	$	1,718	$	1,692	$	26			2	%
Net income available to common stockholders, Underlying3	$	431	$	436	$	440	$	428	$	459	($	5	)		(1	%)	($	28	)		(6	%)	$	1,735	$	1,708	$	27			2	%

¹ Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation.

² Beginning in the first quarter of 2019, we combined our presentation of equipment expense and amortization of software into equipment and software expense. Prior periods have been adjusted to conform with the current period presentation.

³ These are non-GAAP financial measures. For further information on these measures, refer to “Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations” at the end of this document.

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES	AS OF															DECEMBER 31, 2019 CHANGE
	Dec 31, 2019			Sept 30, 2019			June 30, 2019			Mar 31, 2019			Dec 31, 2018			September 30, 2019						December 31, 2018
																$			%			$			%
ASSETS
Cash and due from banks	$	1,175		$	1,638		$	996		$	923		$	1,081		($	463	)		(28	%)	$	94			9	%
Interest-bearing cash and due from banks		2,211			2,204			2,039			1,513			2,993			7			—			(782	)		(26	)
Interest-bearing deposits in banks		297			158			186			167			148			139			88			149			101
Debt securities available for sale, at fair value		20,613			21,502			21,698			21,504			19,895			(889	)		(4	)		718			4
Debt securities held to maturity		3,202			3,319			3,447			3,345			4,165			(117	)		(4	)		(963	)		(23	)
Equity securities, at fair value		47			47			47			198			181			—			—			(134	)		(74	)
Equity securities, at cost		807			734			706			604			834			73			10			(27	)		(3	)
Loans held for sale, at fair value		1,946			1,993			1,750			1,186			1,219			(47	)		(2	)		727			60
Other loans held for sale		1,384			22			455			66			101			1,362			NM			1,283			NM
Loans and leases		119,088			117,880			116,838			117,615			116,660			1,208			1			2,428			2
Less: Allowance for loan and lease losses		(1,252	)		(1,263	)		(1,227	)		(1,245	)		(1,242	)		11			1			(10	)		(1	)
Net loans and leases		117,836			116,617			115,611			116,370			115,418			1,219			1			2,418			2
Derivative assets		807			1,027			833			465			317			(220	)		(21	)		490			155
Premises and equipment		761			747			740			746			791			14			2			(30	)		(4	)
Bank-owned life insurance		1,725			1,720			1,711			1,705			1,698			5			—			27			2
Goodwill		7,044			7,044			7,040			7,040			6,923			—			—			121			2
Due from broker		—			257			249			92			—			(257	)		(100	)		—			—
Other assets		5,878			5,333			5,241			5,418			4,754			545			10			1,124			24
TOTAL ASSETS	$	165,733		$	164,362		$	162,749		$	161,342		$	160,518		$	1,371			1%		$	5,215			3	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	29,233		$	29,939		$	28,192		$	28,383		$	29,458		($	706	)		(2	%)	($	225	)		(1	%)
Interest-bearing		96,080			94,775			95,812			95,533			90,117			1,305			1			5,963			7
Total deposits		125,313			124,714			124,004			123,916			119,575			599			—			5,738			5
Federal funds purchased and securities sold under agreements to repurchase1		265			867			1,132			668			1,156			(602	)		(69	)		(891	)		(77	)
Other short-term borrowed funds2		9			210			309			11			161			(201	)		(96	)		(152	)		(94	)
Derivative liabilities		120			161			106			173			292			(41	)		(25	)		(172	)		(59	)
Deferred taxes, net		866			752			767			676			573			114			15			293			51
Long-term borrowed funds2		14,047			12,806			11,538			11,725			15,925			1,241			10			(1,878	)		(12	)
Due to broker		—			206			257			93			—			(206	)		(100	)		—			—
Other liabilities		2,912			2,795			2,619			2,549			2,019			117			4			893			44
TOTAL LIABILITIES		143,532			142,511			140,732			139,811			139,701			1,021			1			3,831			3
STOCKHOLDERS’ EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented		1,570			1,133			1,133			1,132			840			437			39			730			87
Common stock:
$0.01 par value, 1,000,000,000 shares authorized for each of the periods presented		6			6			6			6			6			—			—			—			—
Additional paid-in capital		18,891			18,876			18,860			18,847			18,815			15			—			76			—
Retained earnings		6,498			6,229			5,959			5,672			5,385			269			4			1,113			21
Treasury stock, at cost		(4,353	)		(3,953	)		(3,453	)		(3,333	)		(3,133	)		(400	)		(10	)		(1,220	)		(39	)
Accumulated other comprehensive loss		(411	)		(440	)		(488	)		(793	)		(1,096	)		29			7			685			63
TOTAL STOCKHOLDERS’ EQUITY		22,201			21,851			22,017			21,531			20,817			350			2			1,384			7
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	165,733		$	164,362		$	162,749		$	161,342		$	160,518		$	1,371			1	%	$	5,215			3	%
Memo: Total tangible common equity	$	13,893		$	13,976		$	14,141		$	13,649		$	13,389		($	83	)		(1	%)	$	504			4	%

¹ Balances are net of certain short-term receivables associated with reverse repurchase agreements.

² Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation.

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF										DECEMBER 31, 2019 CHANGE
	Dec 31, 2019		Sept 30, 2019		June 30, 2019		Mar 31, 2019		Dec 31, 2018		Sept 30, 2019						December 31, 2018
											$			%			$			%
LOANS AND LEASES
Commercial	$	41,479	$	41,356	$	41,156	$	41,497	$	40,857	$	123			—	%	$	622			2	%
Commercial real estate		13,522		12,820		13,123		13,372		13,023		702			5			499			4
Leases		2,537		2,557		2,684		2,820		2,903		(20	)		(1	)		(366	)		(13	)
Total commercial loans and leases		57,538		56,733		56,963		57,689		56,783		805			1			755			1
Residential mortgages		19,083		19,699		19,192		19,174		18,978		(616	)		(3	)		105			1
Home equity loans		812		876		938		1,006		1,073		(64	)		(7	)		(261	)		(24	)
Home equity lines of credit		11,979		12,148		12,266		12,394		12,710		(169	)		(1	)		(731	)		(6	)
Home equity loans serviced by others		289		318		348		375		399		(29	)		(9	)		(110	)		(28	)
Home equity lines of credit serviced by others		74		81		88		95		104		(7	)		(9	)		(30	)		(29	)
Automobile		12,120		12,070		12,000		11,992		12,106		50			—			14			—
Education		10,347		9,729		9,305		9,274		8,900		618			6			1,447			16
Credit card		2,198		2,133		2,046		1,982		1,991		65			3			207			10
Other retail		4,648		4,093		3,692		3,634		3,616		555			14			1,032			29
Total retail loans		61,550		61,147		59,875		59,926		59,877		403			1			1,673			3
Total loans and leases	$	119,088	$	117,880	$	116,838	$	117,615	$	116,660	$	1,208			1	%	$	2,428			2	%
Loans held for sale, at fair value		1,946		1,993		1,750		1,186		1,219		(47	)		(2	)		727			60
Other loans held for sale		1,384		22		455		66		101		1,362			NM			1,283			NM
Loans and leases and loans held for sale	$	122,418	$	119,895	$	119,043	$	118,867	$	117,980	$	2,523			2	%	$	4,438			4	%
DEPOSITS
Demand	$	29,233	$	29,939	$	28,192	$	28,383	$	29,458	($	706	)		(2	%)	($	225	)		(1	%)
Checking with interest		24,840		24,403		25,021		23,482		23,067		437			2			1,773			8
Regular savings		13,779		13,479		13,495		13,239		12,007		300			2			1,772			15
Money market accounts		38,725		36,826		35,329		35,972		35,701		1,899			5			3,024			8
Term deposits		18,736		20,067		21,967		22,840		19,342		(1,331	)		(7	)		(606	)		(3	)
Total deposits	$	125,313	$	124,714	$	124,004	$	123,916	$	119,575	$	599			—	%	$	5,738			5	%

7

AVERAGE BALANCE SHEETS

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$			%			$			%									$			%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$	1,970		$	1,474		$	1,229		$	1,497		$	1,467		$	496			34	%	$	503			34	%	$	1,544		$	1,579		($	35	)		(2	%)
Taxable investment securities		25,305			25,635			25,620			25,136			25,081			(330	)		(1	)		224			1			25,425			25,233			192			1
Non-taxable investment securities		5			5			5			5			5			—			—			—			—			5			6			(1	)		(17	)
Total investment securities		25,310			25,640			25,625			25,141			25,086			(330	)		(1	)		224			1			25,430			25,239			191			1
Investment securities and interest-bearing deposits		27,280			27,114			26,854			26,638			26,553			166			1			727			3			26,974			26,818			156			1
Commercial		42,012			41,476			41,755			41,562			40,472			536			1			1,540			4			41,702			39,363			2,339			6
Commercial real estate		13,103			12,892			13,379			13,272			12,900			211			2			203			2			13,160			12,299			861			7
Leases		2,546			2,615			2,745			2,873			2,938			(69	)		(3	)		(392	)		(13	)		2,694			3,038			(344	)		(11	)
Total commercial loans and leases		57,661			56,983			57,879			57,707			56,310			678			1			1,351			2			57,556			54,700			2,856			5
Residential mortgages		19,495			19,405			19,232			19,094			18,713			90			—			782			4			19,308			17,883			1,425			8
Home equity loans		843			906			971			1,039			1,101			(63	)		(7	)		(258	)		(23	)		939			1,215			(276	)		(23	)
Home equity lines of credit		12,045			12,182			12,332			12,552			12,790			(137	)		(1	)		(745	)		(6	)		12,276			13,043			(767	)		(6	)
Home equity loans serviced by others		301			330			359			385			411			(29	)		(9	)		(110	)		(27	)		343			463			(120	)		(26	)
Home equity lines of credit serviced by others		76			83			92			99			108			(7	)		(8	)		(32	)		(30	)		87			124			(37	)		(30	)
Automobile		12,099			12,036			11,984			12,070			12,179			63			1			(80	)		(1	)		12,047			12,555			(508	)		(4	)
Education		9,888			9,459			9,235			9,069			8,801			429			5			1,087			12			9,415			8,486			929			11
Credit cards		2,188			2,103			2,041			1,998			1,973			85			4			215			11			2,083			1,891			192			10
Other retail		4,309			3,770			3,658			3,636			3,507			539			14			802			23			3,846			3,113			733			24
Total retail loans		61,244			60,274			59,904			59,942			59,583			970			2			1,661			3			60,344			58,773			1,571			3
Total loans and leases		118,905			117,257			117,783			117,649			115,893			1,648			1			3,012			3			117,900			113,473			4,427			4
Loans held for sale, at fair value		2,209			1,970			1,528			1,035			1,245			239			12			964			77			1,689			844			845			100
Other loans held for sale		517			134			158			191			79			383			NM			438			NM			251			164			87			53
Total interest-earning assets		148,911			146,475			146,323			145,513			143,770			2,436			2			5,141			4			146,814			141,299			5,515			4
Allowance for loan and lease losses		(1,260	)		(1,226	)		(1,247	)		(1,243	)		(1,241	)		(34	)		(3	)		(19	)		(2	)		(1,244	)		(1,245	)		1			—
Goodwill		7,044			7,044			7,040			7,018			6,946			—			—			98			1			7,036			6,912			124			2
Other noninterest-earning assets		9,951			9,817			9,373			9,127			8,257			134			1			1,694			21			9,570			7,587			1,983			26
TOTAL ASSETS	$	164,646		$	162,110		$	161,489		$	160,415		$	157,732		$	2,536			2	%	$	6,914			4	%	$	162,176		$	154,553		$	7,623			5	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Checking with interest	$	23,545		$	23,422		$	23,919		$	22,987		$	21,792		$	123			1	%	$	1,753			8	%	$	23,470		$	21,856		$	1,614			7	%
Money market accounts		38,809			37,161			35,228			35,209			35,929			1,648			4			2,880			8			36,613			36,497			116			—
Regular savings		13,582			13,442			13,324			12,626			11,220			140			1			2,362			21			13,247			10,238			3,009			29
Term deposits		19,788			20,951			22,292			21,127			19,000			(1,163	)		(6	)		788			4			21,035			18,035			3,000			17
Total interest-bearing deposits		95,724			94,976			94,763			91,949			87,941			748			1			7,783			9			94,365			86,626			7,739			9
Federal funds purchased and securities sold under agreements to repurchase1		456			487			818			640			821			(31	)		(6	)		(365	)		(44	)		599			654			(55	)		(8	)
Other short-term borrowed funds2		48			113			45			58			341			(65	)		(58	)		(293	)		(86	)		66			467			(401	)		(86	)
Long-term borrowed funds2		12,830			12,134			12,386			14,736			15,573			696			6			(2,743	)		(18	)		13,014			14,796			(1,782	)		(12	)
Total borrowed funds		13,334			12,734			13,249			15,434			16,735			600			5			(3,401	)		(20	)		13,679			15,917			(2,238	)		(14	)
Total interest-bearing liabilities		109,058			107,710			108,012			107,383			104,676			1,348			1			4,382			4			108,044			102,543			5,501			5
Total demand deposits		29,928			28,945			28,389			28,465			29,824			983			3			104			—			28,936			29,231			(295	)		(1	)
Other liabilities		3,819			3,789			3,536			3,584			2,948			30			1			871			30			3,683			2,651			1,032			39
TOTAL LIABILITIES		142,805			140,444			139,937			139,432			137,448			2,361			2			5,357			4			140,663			134,425			6,238			5
STOCKHOLDERS’ EQUITY		21,841			21,666			21,552			20,983			20,284			175			1			1,557			8			21,513			20,128			1,385			7
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	164,646		$	162,110		$	161,489		$	160,415		$	157,732		$	2,536			2	%	$	6,914			4	%	$	162,176		$	154,553		$	7,623			5	%
Memo: Total loans and leases, including loans held for sale	$	121,631		$	119,361		$	119,469		$	118,875		$	117,217		$	2,270			2	%	$	4,414			4	%	$	119,840		$	114,481		$	5,359			5	%
Total deposits (interest-bearing and demand)	$	125,652		$	123,921		$	123,152		$	120,414		$	117,765		$	1,731			1	%	$	7,887			7	%	$	123,301		$	115,857		$	7,444			6	%
Total average tangible common equity	$	13,660		$	13,788		$	13,670		$	13,233		$	12,907		($	128	)		(1	%)	$	753			6	%	$	13,589		$	13,078		$	511			4	%

¹ Balances are net of certain short-term receivables associated with reverse repurchase agreements.

² Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation.

8

AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

	QUARTERLY TRENDS																									FULL YEAR
	4Q19					3Q19					2Q19					1Q19					4Q18					2019					2018
	Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense
INTEREST-EARNING ASSETS
Interest-bearing cash and due from banks and deposits in banks		1.49	%	$	7		2.09	%	$	8		2.16	%	$	7		2.19	%	$	8		2.05	%	$	8		1.94	%	$	30		1.82	%	$	29
Taxable investment securities		2.47			159		2.38			153		2.56			164		2.64			166		2.73			172		2.51			642		2.66			672
Non-taxable investment securities		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—
Total investment securities		2.47			159		2.38			153		2.56			164		2.64			166		2.73			172		2.51			642		2.66			672
Investment securities and interest-bearing deposits					166					161					171					174					180					672					701
Commercial		3.95			424		4.17			442		4.45			471		4.43			460		4.25			440		4.25			1,797		4.06			1,621
Commercial real estate		4.26			142		4.70			155		4.91			166		4.98			165		4.77			157		4.71			628		4.47			557
Leases		2.77			18		2.85			19		2.89			19		2.85			21		2.81			20		2.84			77		2.71			82
Total commercial loans and leases		3.97			584		4.23			616		4.48			656		4.48			646		4.30			617		4.29			2,502		4.08			2,260
Residential mortgages		3.40			165		3.53			171		3.65			176		3.67			175		3.67			171		3.56			687		3.60			644
Home equity loans		6.11			13		6.21			14		6.01			14		6.05			16		6.09			17		6.09			57		5.91			72
Home equity lines of credit		4.55			138		5.08			156		5.15			158		5.13			159		4.91			158		4.98			611		4.54			592
Home equity loans serviced by others		8.07			6		8.48			7		7.67			7		7.75			7		7.48			8		7.98			27		7.36			34
Home equity lines of credit serviced by others		5.39			2		4.56			1		5.27			1		4.97			1		4.56			1		5.04			5		4.23			5
Automobile		4.32			132		4.25			129		4.19			125		4.04			120		3.90			119		4.20			506		3.68			461
Education		5.76			143		5.89			141		5.97			137		5.99			134		5.87			130		5.89			555		5.74			487
Credit cards		9.53			53		9.93			53		10.26			52		10.76			53		10.51			52		10.10			211		10.68			202
Other retail		6.97			76		7.25			68		7.11			66		7.83			70		8.17			74		7.27			280		8.09			253
Total retail loans		4.72			728		4.88			740		4.92			736		4.96			735		4.87			730		4.87			2,939		4.68			2,750
Total loans and leases		4.36			1,312		4.56			1,356		4.71			1,392		4.72			1,381		4.59			1,347		4.59			5,441		4.39			5,010
Loans held for sale, at fair value		3.38			18		3.71			19		3.93			15		4.35			11		4.59			14		3.74			63		4.38			37
Other loans held for sale		3.89			5		6.42			2		5.67			2		7.03			4		5.13			1		5.10			13		6.18			10
Total interest-earning assets		3.98			1,501		4.15			1,538		4.30			1,580		4.34			1,570		4.24			1,542		4.19			6,189		4.05			5,758
INTEREST-BEARING LIABILITIES
Checking with interest		0.71			42		0.88			52		0.96			57		0.91			52		0.75			42		0.87			203		0.63			138
Money market accounts		1.12			110		1.24			116		1.30			114		1.26			110		1.14			104		1.23			450		0.94			343
Regular savings		0.52			17		0.59			20		0.62			21		0.56			17		0.35			10		0.57			75		0.15			15
Term deposits		1.88			94		2.05			109		2.09			116		2.08			108		1.88			89		2.03			427		1.61			289
Total interest-bearing deposits		1.09			263		1.24			297		1.30			308		1.27			287		1.10			245		1.22			1,155		0.91			785
Federal funds purchased and securities sold under agreements to repurchase1		0.96			1		1.19			2		1.76			3		1.24			2		1.27			2		1.36			8		0.94			6
Other short-term borrowed funds2		2.16			1		2.46			—		2.66			1		2.75			—		2.58			2		2.50			2		2.10			9
Long-term borrowed funds2		2.91			93		3.07			94		3.30			102		3.27			121		3.07			121		3.14			410		2.86			426
Total borrowed funds		2.84			95		3.00			96		3.20			106		3.18			123		2.98			125		3.06			420		2.76			441
Total interest-bearing liabilities		1.30			358		1.45			393		1.54			414		1.54			410		1.40			370		1.46			1,575		1.19			1,226
INTEREST RATE SPREAD		2.68					2.70					2.77					2.80					2.84					2.73					2.86
NET INTEREST MARGIN AND NET INTEREST INCOME3		3.04	%	$	1,143		3.10	%	$	1,145		3.20	%	$	1,166		3.23	%	$	1,160		3.23	%	$	1,172		3.14	%	$	4,614		3.21	%	$	4,532
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE4		3.06	%	$	1,147		3.12	%	$	1,150		3.21	%	$	1,172		3.25	%	$	1,166		3.25	%	$	1,177		3.16	%	$	4,635		3.22	%	$	4,554
Memo: Total deposit costs		0.83	%	$	263		0.95	%	$	297		1.00	%	$	308		0.97	%	$	287		0.82	%	$	245		0.94	%	$	1,155		0.68	%	$	785

¹ Balances are net of certain short-term receivables associated with reverse repurchase agreements; interest expense includes the full cost of the repurchase agreements and certain hedging costs.

² Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation.

³ Beginning in the first quarter of 2019, we changed the method of calculating our net interest margin to equal net interest income, annualized based on the number of days in the period, divided by average total interest-earning assets. Prior periods have been adjusted to conform with the current period presentation.

⁴ Net interest income and net interest margin is presented on a fully taxable-equivalent (“FTE”) basis using the federal statutory tax rate of 21%. The FTE impact is predominantly attributable to commercial loans for the periods presented.

9

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING

(in millions, except ratio data)

	FOURTH QUARTER 2019												THIRD QUARTER 2019												CHANGE
																									4Q19 from 3Q19
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income	$	796		$	363		($	16	)	$	1,143		$	799		$	360		($	14	)	$	1,145		($	2	)		—	%
Noninterest income		296			175			23			494			336			133			24			493			1			—
Total revenue		1,092			538			7			1,637			1,135			493			10			1,638			(1	)		—
Noninterest expense		718			219			49			986			718			213			42			973			13			1
Profit (loss) before provision for credit losses		374			319			(42	)		651			417			280			(32	)		665			(14	)		(2	)
Provision for credit losses		97			24			(11	)		110			83			27			(9	)		101			9			9
Income (loss) before income tax expense (benefit)		277			295			(31	)		541			334			253			(23	)		564			(23	)		(4	)
Income tax expense (benefit)		68			64			(41	)		91			83			57			(25	)		115			(24	)		(21	)
Net income	$	209		$	231		$	10		$	450		$	251		$	196		$	2		$	449		$	1			—	%
AVERAGE BALANCES
Total assets	$	68,069		$	56,407		$	40,170		$	164,646		$	66,365		$	55,614		$	40,131		$	162,110		$	2,536			2	%
Total loans and leases2		65,157			54,523			1,951			121,631			63,553			53,814			1,994			119,361			2,270			2
Deposits		85,477			32,715			7,460			125,652			85,595			31,491			6,835			123,921			1,731			1
Interest-earning assets		65,208			54,905			28,798			148,911			63,605			54,087			28,783			146,475			2,436			2
KEY METRICS
Net interest margin		4.85	%		2.62	%		NM			3.04	%		4.99	%		2.64	%		NM			3.10	%		(6	) bps
Efficiency ratio		65.74			40.60			NM			60.28			63.28			43.35			NM			59.40			88	bps
Loans-to-deposits ratio (period-end balances)		74.15			165.24			NM			95.03			73.61			163.62			NM			94.52			51	bps
Loans-to-deposits ratio (average balances)		73.37			165.80			NM			94.63			72.11			170.01			NM			94.62			1	bps
Return on average total tangible assets		1.22			1.63			NM			1.13			1.50			1.40			NM			1.15			(2	) bps

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses, expenses and income tax expense, not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans held for sale.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FOURTH QUARTER 2019												FOURTH QUARTER 2018												CHANGE
																									4Q19 from 4Q18
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income	$	796		$	363		($	16	)	$	1,143		$	796		$	384		($	8	)	$	1,172		($	29	)		(2	%)
Noninterest income		296			175			23			494			265			140			16			421			73			17
Total revenue		1,092			538			7			1,637			1,061			524			8			1,593			44			3
Noninterest expense		718			219			49			986			723			203			25			951			35			4
Profit (loss) before provision for credit losses		374			319			(42	)		651			338			321			(17	)		642			9			1
Provision for credit losses		97			24			(11	)		110			80			7			(2	)		85			25			29
Income (loss) before income tax expense (benefit)		277			295			(31	)		541			258			314			(15	)		557			(16	)		(3	)
Income tax expense (benefit)		68			64			(41	)		91			65			73			(46	)		92			(1	)		(1	)
Net income	$	209		$	231		$	10		$	450		$	193		$	241		$	31		$	465		($	15	)		(3	%)
AVERAGE BALANCES
Total assets	$	68,069		$	56,407		$	40,170		$	164,646		$	64,187		$	53,970		$	39,575		$	157,732		$	6,914			4	%
Total loans and leases2		65,157			54,523			1,951			121,631			61,920			52,963			2,334			117,217			4,414			4
Deposits		85,477			32,715			7,460			125,652			79,174			30,608			7,983			117,765			7,887			7
Interest-earning assets		65,208			54,905			28,798			148,911			61,975			53,221			28,574			143,770			5,141			4
KEY METRICS
Net interest margin3		4.85	%		2.62	%		NM			3.04	%		5.09	%		2.86	%		NM			3.23	%		(19	) bps
Efficiency ratio		65.74			40.60			NM			60.28			68.22			38.73			NM			59.69			59	bps
Loans-to-deposits ratio (period-end balances)		74.15			165.24			NM			95.03			76.02			172.27			NM			97.56			(253	) bps
Loans-to-deposits ratio (average balances)		73.37			165.80			NM			94.63			76.91			172.07			NM			98.41			(378	) bps
Return on average total tangible assets		1.22			1.63			NM			1.13			1.19			1.78			NM			1.22			(9	) bps

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses, expenses and income tax expense, not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans held for sale.

³ Beginning in the first quarter of 2019, we changed the method of calculating our net interest margin to equal net interest income, annualized based on the number of days in the period, divided by average total interest-earning assets. Prior periods have been adjusted to conform with the current period presentation.

11

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FULL YEAR 2019												FULL YEAR 2018												CHANGE
																									2019 from 2018
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income	$	3,182		$	1,466		($	34	)	$	4,614		$	3,064		$	1,497		($	29	)	$	4,532		$	82			2	%
Noninterest income		1,156			607			114			1,877			973			545			78			1,596			281			18
Total revenue		4,338			2,073			80			6,491			4,037			2,042			49			6,128			363			6
Noninterest expense		2,851			858			138			3,847			2,723			813			83			3,619			228			6
Profit (loss) before provision for credit losses		1,487			1,215			(58	)		2,644			1,314			1,229			(34	)		2,509			135			5
Provision for credit losses		325			97			(29	)		393			289			26			11			326			67			21
Income (loss) before income tax expense (benefit)		1,162			1,118			(29	)		2,251			1,025			1,203			(45	)		2,183			68			3
Income tax expense (benefit)		287			248			(75	)		460			258			276			(72	)		462			(2	)		—
Net income	$	875		$	870		$	46		$	1,791		$	767		$	927		$	27		$	1,721		$	70			4	%
AVERAGE BALANCES
Total assets	$	66,240		$	55,947		$	39,989		$	162,176		$	62,444		$	52,362		$	39,747		$	154,553		$	7,623			5	%
Total loans and leases2		63,396			54,355			2,089			119,840			60,691			51,344			2,446			114,481			5,359			5
Deposits		84,835			31,085			7,381			123,301			77,542			30,704			7,611			115,857			7,444			6
Interest-earning assets		63,449			54,666			28,699			146,814			60,743			51,572			28,984			141,299			5,515			4
KEY METRICS
Net interest margin3		5.02	%		2.68	%		NM			3.14	%		5.04	%		2.90	%		NM			3.21	%		(7	) bps
Efficiency ratio		65.72			41.38			NM			59.28			67.47			39.80			NM			59.06			22	bps
Loans-to-deposits ratio (period-end balances)		74.15			165.24			NM			95.03			76.02			172.27			NM			97.56			(253	) bps
Loans-to-deposits ratio (average balances)		72.81			173.85			NM			95.62			77.42			166.09			NM			97.94			(232	) bps
Return on average total tangible assets		1.32			1.56			NM			1.15			1.23			1.77			NM			1.16			(1	) bps

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses, expenses and income tax expense, not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans held for sale.

³ Beginning in the first quarter of 2019, we changed the method of calculating our net interest margin to equal net interest income, annualized based on the number of days in the period, divided by average total interest-earning assets. Prior periods have been adjusted to conform with the current period presentation.

12

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
CONSUMER BANKING																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$/bps			%			$/bps			%									$/bps			%
Net interest income	$	796		$	799		$	799		$	788		$	796		($	3	)		—	%	$	—			—	%	$	3,182		$	3,064		$	118			4	%
Noninterest income		296			336			277			247			265			(40	)		(12	)		31			12			1,156			973			183			19
Total revenue		1,092			1,135			1,076			1,035			1,061			(43	)		(4	)		31			3			4,338			4,037			301			7
Noninterest expense		718			718			715			700			723			—			—			(5	)		(1	)		2,851			2,723			128			5
Profit before provision for credit losses		374			417			361			335			338			(43	)		(10	)		36			11			1,487			1,314			173			13
Provision for credit losses		97			83			78			67			80			14			17			17			21			325			289			36			12
Income before income tax expense		277			334			283			268			258			(57	)		(17	)		19			7			1,162			1,025			137			13
Income tax expense		68			83			70			66			65			(15	)		(18	)		3			5			287			258			29			11
Net income	$	209		$	251		$	213		$	202		$	193		($	42	)		(17	%)	$	16			8	%	$	875		$	767		$	108			14	%
AVERAGE BALANCES
Total assets	$	68,069		$	66,365		$	65,485		$	65,007		$	64,187		$	1,704			3	%	$	3,882			6	%	$	66,240		$	62,444		$	3,796			6	%
Total loans and leases1		65,157			63,553			62,678			62,163			61,920			1,604			3			3,237			5			63,396			60,691			2,705			4
Deposits		85,477			85,595			85,660			82,569			79,174			(118	)		—			6,303			8			84,835			77,542			7,293			9
Interest-earning assets		65,208			63,605			62,731			62,216			61,975			1,603			3			3,233			5			63,449			60,743			2,706			4
KEY METRICS
Net interest margin		4.85	%		4.99	%		5.11	%		5.14	%		5.09	%		(14	) bps					(24	) bps					5.02	%		5.04	%		(2	) bps
Efficiency ratio		65.74			63.28			66.43			67.62			68.22			246	bps					(248	) bps					65.72			67.47			(175	) bps
Loans-to-deposits ratio (period-end balances)		74.15			73.61			71.13			71.17			76.02			54	bps					(187	) bps					74.15			76.02			(187	) bps
Loans-to-deposits ratio (average balances)		73.37			72.11			71.57			74.27			76.91			126	bps					(354	) bps					72.81			77.42			(461	) bps
Return on average total tangible assets		1.22			1.50			1.31			1.26			1.19			(28	) bps					3	bps					1.32			1.23			9	bps

¹ Includes loans held for sale.

13

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING, CONTINUED

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$/bps			%			$/bps			%									$/bps			%
MORTGAGE BANKING FEES
Production revenue	$	61		$	80		$	49		$	31		$	29		($	19	)		(24	%)	$	32			110	%	$	221		$	93		$	128			138	%
Mortgage servicing revenue		16			12			9			14			21			4			33			(5	)		(24	)		51			53			(2	)		(4	)
MSR valuation changes, net of hedge impact		4			25			4			(2	)		6			(21	)		(84	)		(2	)		(33	)		31			11			20			182
Total mortgage banking fees	$	81		$	117		$	62		$	43		$	56		($	36	)		(31	%)	$	25			45	%	$	303		$	157		$	146			93	%
Gain on sale of secondary originations		0.98	%		1.40	%		1.13	%		1.28	%		0.82	%		(42	) bps					16	bps					1.18	%		1.10	%		8	bps
RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$	3,196		$	2,771		$	2,115		$	1,313		$	1,693		$	425			15	%	$	1,503			89	%	$	9,395		$	6,728		$	2,667			40	%
Third Party		5,750			5,080			3,921			2,260			2,880			670			13			2,870			100			17,011			5,058			11,953			236
Total	$	8,946		$	7,851		$	6,036		$	3,573		$	4,573		$	1,095			14	%	$	4,373			96	%	$	26,406		$	11,786		$	14,620			124	%
Originated for sale		80	%		80	%		81	%		81	%		80	%		—	bps					—	bps					80	%		68	%		1,200	bps
Originated for investment		20			20			19			19			20			—	bps					—	bps					20			32			(1,200	) bps
Total		100	%		100	%		100	%		100	%		100	%														100	%		100	%
MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$	77,526		$	74,610		$	72,518		$	70,847		$	69,593		$	2,916			4	%	$	7,933			11	%	$	77,526		$	69,593		$	7,933			11	%
Owned loans serviced		20,831			19,969			19,258			18,437			18,298			862			4			2,533			14			20,831			18,298			2,533			14
Total	$	98,357		$	94,579		$	91,776		$	89,284		$	87,891		$	3,778			4	%	$	10,466			12	%	$	98,357		$	87,891		$	10,466			12	%
MSR CARRYING VALUE
MSR at fair value	$	642		$	510		$	531		$	563		$	600		$	132			26	%	$	42			7	%	$	642		$	600		$	42			7	%
MSR at lower of cost or market		182			177			189			212			221			5			3			(39	)		(18	)		182			221			(39	)		(18	)
Total	$	824		$	687		$	720		$	775		$	821		$	137			20	%	$	3			—	%	$	824		$	821		$	3			—	%

14

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
COMMERCIAL BANKING																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$/bps			%			$/bps			%									$/bps			%
Net interest income	$	363		$	360		$	371		$	372		$	384		$	3			1	%	($	21	)		(5	%)	$	1,466		$	1,497		($	31	)		(2	%)
Noninterest income		175			133			149			150			140			42			32			35			25			607			545			62			11
Total revenue		538			493			520			522			524			45			9			14			3			2,073			2,042			31			2
Noninterest expense		219			213			217			209			203			6			3			16			8			858			813			45			6
Profit before provision for credit losses		319			280			303			313			321			39			14			(2	)		(1	)		1,215			1,229			(14	)		(1	)
Provision for credit losses		24			27			25			21			7			(3	)		(11	)		17			243			97			26			71			NM
Income before income tax expense		295			253			278			292			314			42			17			(19	)		(6	)		1,118			1,203			(85	)		(7	)
Income tax expense		64			57			62			65			73			7			12			(9	)		(12	)		248			276			(28	)		(10	)
Net income	$	231		$	196		$	216		$	227		$	241		$	35			18	%	($	10	)		(4	%)	$	870		$	927		($	57	)		(6	%)
AVERAGE BALANCES
Total assets	$	56,407		$	55,614		$	56,135		$	55,630		$	53,970		$	793			1	%	$	2,437			5	%	$	55,947		$	52,362		$	3,585			7	%
Total loans and leases1		54,523			53,814			54,653			54,436			52,963			709			1			1,560			3			54,355			51,344			3,011			6
Deposits		32,715			31,491			30,273			29,823			30,608			1,224			4			2,107			7			31,085			30,704			381			1
Interest-earning assets		54,905			54,087			54,950			54,724			53,221			818			2			1,684			3			54,666			51,572			3,094			6
KEY METRICS
Net interest margin		2.62	%		2.64	%		2.71	%		2.76	%		2.86	%		(2	) bps					(24	) bps					2.68	%		2.90	%		(22	) bps
Efficiency ratio		40.60			43.35			41.58			40.11			38.73			(275	) bps					187	bps					41.38			39.80			158	bps
Loans-to-deposits ratio (period-end balances)		165.24			163.62			173.48			180.53			172.27			162	bps					(703	) bps					165.24			172.27			(703	) bps
Loans-to-deposits ratio (average balances)		165.80			170.01			179.49			181.23			172.07			(421	) bps					(627	) bps					173.85			166.09			776	bps
Return on average total tangible assets		1.63			1.40			1.54			1.66			1.78			23	bps					(15	) bps					1.56			1.77			(21	) bps

¹ Includes loans held for sale.

15

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
OTHER1																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$			%			$			%									$			%
Net interest income	($	16	)	($	14	)	($	4	)	$	—		($	8	)	($	2	)		(14	%)	($	8	)		(100	%)	($	34	)	($	29	)	($	5	)		(17	%)
Noninterest income		23			24			36			31			16			(1	)		(4	)		7			44			114			78			36			46
Total revenue		7			10			32			31			8			(3	)		(30	)		(1	)		(13	)		80			49			31			63
Noninterest expense		49			42			19			28			25			7			17			24			96			138			83			55			66
(Loss) profit before provision for credit losses		(42	)		(32	)		13			3			(17	)		(10	)		(31	)		(25	)		(147	)		(58	)		(34	)		(24	)		(71	)
Provision for credit losses		(11	)		(9	)		(6	)		(3	)		(2	)		(2	)		(22	)		(9	)		NM			(29	)		11			(40	)		NM
(Loss) income before income tax benefit		(31	)		(23	)		19			6			(15	)		(8	)		(35	)		(16	)		(107	)		(29	)		(45	)		16			36
Income tax benefit		(41	)		(25	)		(5	)		(4	)		(46	)		(16	)		(64	)		5			11			(75	)		(72	)		(3	)		(4	)
Net income	$	10		$	2		$	24		$	10		$	31		$	8			NM		($	21	)		(68	%)	$	46		$	27		$	19			70	%
AVERAGE BALANCES
Total assets	$	40,170		$	40,131		$	39,869		$	39,778		$	39,575		$	39			—	%	$	595			2	%	$	39,989		$	39,747		$	242			1	%
Total loans and leases2		1,951			1,994			2,138			2,276			2,334			(43	)		(2	)		(383	)		(16	)		2,089			2,446			(357	)		(15	)
Deposits		7,460			6,835			7,219			8,022			7,983			625			9			(523	)		(7	)		7,381			7,611			(230	)		(3	)
Interest-earning assets		28,798			28,783			28,642			28,573			28,574			15			—			224			1			28,699			28,984			(285	)		(1	)

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses, expenses and income tax expense, not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans held for sale.

16

CREDIT-RELATED INFORMATION

(in millions, except ratio data)

	AS OF															DECEMBER 31, 2019 CHANGE
	Dec 31, 2019			Sept 30, 2019			June 30, 2019			Mar 31, 2019			Dec 31, 2018			Sept 30, 2019						Dec 31, 2018
																$/bps			%			$/bps			%
NONPERFORMING ASSETS
Commercial	$	240		$	228		$	198		$	208		$	194		$	12			5	%	$	46			24	%
Commercial real estate		2			49			4			4			7			(47	)		(96	)		(5	)		(71	)
Leases		3			4			17			—			—			(1	)		(25	)		3			100
Total commercial loans and leases		245			281			219			212			201			(36	)		(13	)		44			22
Residential mortgages1		93			91			98			102			105			2			2			(12	)		(11	)
Home equity loans		33			36			38			42			50			(3	)		(8	)		(17	)		(34	)
Home equity lines of credit		187			184			210			217			231			3			2			(44	)		(19	)
Home equity loans serviced by others		14			14			16			15			17			—			—			(3	)		(18	)
Home equity lines of credit serviced by others		12			13			14			14			15			(1	)		(8	)		(3	)		(20	)
Automobile		67			69			62			70			81			(2	)		(3	)		(14	)		(17	)
Education		18			17			40			43			38			1			6			(20	)		(53	)
Credit card		22			21			20			22			20			1			5			2			10
Other retail		12			11			10			7			8			1			9			4			50
Total retail loans		458			456			508			532			565			2			—			(107	)		(19	)
Nonperforming loans and leases		703			737			727			744			766			(34	)		(5	)		(63	)		(8	)
Other nonperforming assets - Retail		45			40			32			34			34			5			13			11			32
Nonperforming assets	$	748		$	777		$	759		$	778		$	800		($	29	)		(4	%)	($	52	)		(7	%)
NONPERFORMING ASSETS BY PRODUCT
Commercial	$	245		$	281		$	219		$	212		$	201		($	36	)		(13	%)	$	44			22	%
Retail		503			496			540			566			599			7			1			(96	)		(16	)
Total nonperforming assets	$	748		$	777		$	759		$	778		$	800		($	29	)		(4	%)	($	52	)		(7	%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		1.05	%		1.07	%		1.05	%		1.06	%		1.06	%		(2	) bps					(1	) bps
Allowance for loan and lease losses to nonperforming loans and leases		177.99			171.39			168.80			167.36			162.20			660						1,579
Nonperforming loans and leases to loans and leases		0.59			0.63			0.62			0.63			0.66			(4	)					(7	)
Nonperforming assets to total assets		0.45			0.47			0.47			0.48			0.50			(2	)					(5	)

¹ Beginning in the fourth quarter of 2019, nonperforming balances exclude both fully and partially guaranteed residential mortgage loans sold to Ginnie Mae for which the Company has the right, but not the obligation, to repurchase. Prior periods have been adjusted to exclude partially guaranteed amounts to conform with the current period presentation.

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$			%			$			%									$			%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial	$	24		$	20		$	40		$	3		$	17		$	4			20	%	$	7			41	%	$	87		$	48		$	39			81	%
Commercial real estate		9			10			—			20			—			(1	)		(10	)		9			100			39			4			35			NM
Leases		1			5			5			3			—			(4	)		(80	)		1			100			14			—			14			100
Total commercial loans and leases		34			35			45			26			17			(1	)		(3	)		17			100			140			52			88			169
Residential mortgages		2			2			2			2			2			—			—			—			—			8			8			—			—
Home equity loans		—			1			3			1			1			(1	)		(100	)		(1	)		(100	)		5			6			(1	)		(17	)
Home equity lines of credit		7			7			7			5			6			—			—			1			17			26			26			—			—
Home equity loans serviced by others		2			2			1			1			3			—			—			(1	)		(33	)		6			9			(3	)		(33	)
Home equity lines of credit serviced by others		1			1			—			—			1			—			—			—			—			2			4			(2	)		(50	)
Automobile		38			37			30			38			37			1			3			1			3			143			158			(15	)		(9	)
Education		20			18			18			16			17			2			11			3			18			72			68			4			6
Credit card		21			20			21			19			17			1			5			4			24			81			68			13			19
Other retail		37			36			29			30			30			1			3			7			23			132			95			37			39
Total retail loans		128			124			111			112			114			4			3			14			12			475			442			33			7
Total gross charge-offs	$	162		$	159		$	156		$	138		$	131		$	3			2	%	$	31			24	%	$	615		$	494		$	121			24	%
GROSS RECOVERIES
Commercial	$	7		$	3		$	12		$	2		$	6		$	4			133	%	$	1			17	%	$	24		$	15		$	9			60	%
Commercial real estate		—			—			—			—			3			—			—			(3	)		(100	)		—			4			(4	)		(100	)
Leases		—			—			—			—			—			—			—			—			—			—			—			—			—
Total commercial loans and leases		7			3			12			2			9			4			133			(2	)		(22	)		24			19			5			26
Residential mortgages		1			1			2			5			1			—			—			—			—			9			5			4			80
Home equity loans		2			2			2			4			2			—			—			—			—			10			11			(1	)		(9	)
Home equity lines of credit		3			5			4			9			4			(2	)		(40	)		(1	)		(25	)		21			16			5			31
Home equity loans serviced by others		4			4			3			3			4			—			—			—			—			14			15			(1	)		(7	)
Home equity lines of credit serviced by others		1			1			1			1			2			—			—			(1	)		(50	)		4			7			(3	)		(43	)
Automobile		11			15			16			15			15			(4	)		(27	)		(4	)		(27	)		57			67			(10	)		(15	)
Education		4			4			4			4			4			—			—			—			—			16			16			—			—
Credit card		3			2			2			2			2			1			50			1			50			9			8			1			13
Other retail		4			9			4			4			3			(5	)		(56	)		1			33			21			13			8			62
Total retail loans		33			43			38			47			37			(10	)		(23	)		(4	)		(11	)		161			158			3			2
Total gross recoveries	$	40		$	46		$	50		$	49		$	46		($	6	)		(13	%)	($	6	)		(13	%)	$	185		$	177		$	8			5	%
NET CHARGE-OFFS (RECOVERIES)
Commercial	$	17		$	17		$	28		$	1		$	11		$	—			—	%	$	6			55	%	$	63		$	33		$	30			91	%
Commercial real estate		9			10			—			20			(3	)		(1	)		(10	)		12			NM			39			—			39			100
Leases		1			5			5			3			—			(4	)		(80	)		1			100			14			—			14			100
Total commercial loans and leases		27			32			33			24			8			(5	)		(16	)		19			238			116			33			83			NM
Residential mortgages		1			1			—			(3	)		1			—			—			—			—			(1	)		3			(4	)		NM
Home equity loans		(2	)		(1	)		1			(3	)		(1	)		(1	)		(100	)		(1	)		(100	)		(5	)		(5	)		—			—
Home equity lines of credit		4			2			3			(4	)		2			2			100			2			100			5			10			(5	)		(50	)
Home equity loans serviced by others		(2	)		(2	)		(2	)		(2	)		(1	)		—			—			(1	)		(100	)		(8	)		(6	)		(2	)		(33	)
Home equity lines of credit serviced by others		—			—			(1	)		(1	)		(1	)		—			—			1			100			(2	)		(3	)		1			33
Automobile		27			22			14			23			22			5			23			5			23			86			91			(5	)		(5	)
Education		16			14			14			12			13			2			14			3			23			56			52			4			8
Credit card		18			18			19			17			15			—			—			3			20			72			60			12			20
Other retail		33			27			25			26			27			6			22			6			22			111			82			29			35
Total retail loans		95			81			73			65			77			14			17			18			23			314			284			30			11
Total net charge-offs	$	122		$	113		$	106		$	89		$	85		$	9			8	%	$	37			44	%	$	430		$	317		$	113			36	%

18

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																											FULL YEAR
																4Q19 Change																		2019 Change
	4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																$/bps			%			$/bps			%									$/bps			%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.16	%		0.16	%		0.27	%		0.01	%		0.11	%		—   bps						5 bps						0.15	%		0.08	%		7 bps
Commercial real estate		0.26			0.31			—			0.62			(0.11	)		(5) bps						37 bps						0.29			—			29 bps
Leases		0.19			0.80			0.72			0.42			—			(61) bps						19 bps						0.53			—			53 bps
Total commercial loans and leases		0.19			0.22			0.23			0.17			0.05			(3) bps						14 bps						0.20			0.06			14 bps
Residential mortgages		0.02			0.01			0.01			(0.07	)		0.01			1 bps						1 bps						—			0.01			(1) bps
Home equity loans		(0.67	)		(0.59	)		0.33			(1.32	)		(0.21	)		(8) bps						(46) bps						(0.57	)		(0.34	)		(23) bps
Home equity lines of credit		0.13			0.08			0.07			(0.11	)		0.07			5 bps						6 bps						0.04			0.08			(4) bps
Home equity loans serviced by others		(2.34	)		(2.91	)		(2.26	)		(1.70	)		(1.45	)		57 bps						(89) bps						(2.28	)		(1.38	)		(90) bps
Home equity lines of credit serviced by others		0.27			(1.37	)		(3.07	)		(2.52	)		(3.87	)		164 bps						414 bps						(1.78	)		(2.81	)		103 bps
Automobile		0.85			0.74			0.49			0.77			0.71			11 bps						14 bps						0.71			0.73			(2) bps
Education		0.65			0.58			0.62			0.51			0.59			7 bps						6 bps						0.59			0.61			(2) bps
Credit card		3.35			3.35			3.71			3.33			3.09			—   bps						26 bps						3.43			3.18			25 bps
Other retail		2.96			2.93			2.78			2.91			3.07			3 bps						(11) bps						2.90			2.63			27 bps
Total retail loans		0.61			0.53			0.49			0.44			0.51			8 bps						10 bps						0.52			0.48			4 bps
Total loans and leases		0.41	%		0.38	%		0.36	%		0.31	%		0.29	%		3 bps						12 bps						0.36	%		0.28	%		8 bps
Memo: Average loans
Commercial	$	42,012		$	41,476		$	41,755		$	41,562		$	40,472		$	536			1	%	$	1,540			4	%	$	41,702		$	39,363		$	2,339			6	%
Commercial real estate		13,103			12,892			13,379			13,272			12,900			211			2			203			2			13,160			12,299			861			7
Leases		2,546			2,615			2,745			2,873			2,938			(69	)		(3	)		(392	)		(13	)		2,694			3,038			(344	)		(11	)
Total commercial loans and leases		57,661			56,983			57,879			57,707			56,310			678			1			1,351			2			57,556			54,700			2,856			5
Residential mortgages		19,495			19,405			19,232			19,094			18,713			90			—			782			4			19,308			17,883			1,425			8
Home equity loans		843			906			971			1,039			1,101			(63	)		(7	)		(258	)		(23	)		939			1,215			(276	)		(23	)
Home equity lines of credit		12,045			12,182			12,332			12,552			12,790			(137	)		(1	)		(745	)		(6	)		12,276			13,043			(767	)		(6	)
Home equity loans serviced by others		301			330			359			385			411			(29	)		(9	)		(110	)		(27	)		343			463			(120	)		(26	)
Home equity lines of credit serviced by others		76			83			92			99			108			(7	)		(8	)		(32	)		(30	)		87			124			(37	)		(30	)
Automobile		12,099			12,036			11,984			12,070			12,179			63			1			(80	)		(1	)		12,047			12,555			(508	)		(4	)
Education		9,888			9,459			9,235			9,069			8,801			429			5			1,087			12			9,415			8,486			929			11
Credit card		2,188			2,103			2,041			1,998			1,973			85			4			215			11			2,083			1,891			192			10
Other retail		4,309			3,770			3,658			3,636			3,507			539			14			802			23			3,846			3,113			733			24
Total retail loans		61,244			60,274			59,904			59,942			59,583			970			2			1,661			3			60,344			58,773			1,571			3
Total loans and leases	$	118,905		$	117,257		$	117,783		$	117,649		$	115,893		$	1,648			1	%	$	3,012			3	%	$	117,900		$	113,473		$	4,427			4	%

19

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																										FULL YEAR
															4Q19 Change																	2019 Change
	4Q19			3Q19			2Q19		1Q19			4Q18			3Q19						4Q18						2019			2018		2018
															$			%			$			%								$			%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$	1,263		$	1,227		$	1,245	$	1,242		$	1,242		$	36			3	%	$	21			2	%	$	1,242		$	1,236	$	6			—	%
Charge-offs:
Commercial		34			35			45		26			17			(1	)		(3	)		17			100			140			52		88			169
Retail		128			124			111		112			114			4			3			14			12			475			442		33			7
Total charge-offs		162			159			156		138			131			3			2			31			24			615			494		121			24
Recoveries:
Commercial		7			3			12		2			9			4			133			(2	)		(22	)		24			19		5			26
Retail		33			43			38		47			37			(10	)		(23	)		(4	)		(11	)		161			158		3			2
Total recoveries		40			46			50		49			46			(6	)		(13	)		(6	)		(13	)		185			177		8			5
Net charge-offs		122			113			106		89			85			9			8			37			44			430			317		113			36
Provision for loan and lease losses:
Commercial		(11	)		64			22		25			(9	)		(75	)		NM			(2	)		(22	)		100			38		62			163
Retail		122			85			66		67			94			37			44			28			30			340			285		55			19
Total provision for loan and lease losses		111			149			88		92			85			(38	)		(26	)		26			31			440			323		117			36
Allowance for loan and lease losses - ending	$	1,252		$	1,263		$	1,227	$	1,245		$	1,242		($	11	)		(1	%)	$	10			1	%	$	1,252		$	1,242	$	10			1	%
Reserve for unfunded lending commitments - beginning	$	45		$	93		$	84	$	91		$	91		($	48	)		(52	%)	($	46	)		(51	%)	$	91		$	88	$	3			3	%
Provision for unfunded lending commitments		(1	)		(48	)		9		(7	)		—			47			98			(1	)		(100	)		(47	)		3		(50	)		NM
Reserve for unfunded lending commitments - ending	$	44		$	45		$	93	$	84		$	91		($	1	)		(2	%)	($	47	)		(52	%)	$	44		$	91	($	47	)		(52	%)
Total allowance for credit losses - ending	$	1,296		$	1,308		$	1,320	$	1,329		$	1,333		($	12	)		(1	%)	($	37	)		(3	%)	$	1,296		$	1,333	($	37	)		(3	%)
Memo: Total allowance for credit losses by product
Commercial	$	718		$	757		$	773	$	775		$	781		($	39	)		(5	%)	($	63	)		(8	%)	$	718		$	781	($	63	)		(8	%)
Retail		578			551			547		554			552			27			5			26			5			578			552		26			5
Total allowance for credit losses	$	1,296		$	1,308		$	1,320	$	1,329		$	1,333		($	12	)		(1	%)	($	37	)		(3	%)	$	1,296		$	1,333	($	37	)		(3	%)

20

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF																											FULL YEAR
																DECEMBER 31, 2019 CHANGE																2019 Change
	Dec 31, 2019			Sept 30, 2019			June 30, 2019			Mar 31, 2019			Dec 31, 2018			Sept 30, 2019						Dec 31, 2018						2019		2018		2018
																$			%			$			%							$		%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$	14,304		$	14,416		$	14,629		$	14,442		$	14,485		($	112	)		(1	%)	($	181	)		(1	%)
Tier 1 capital		15,874			15,549			15,762			15,574			15,325			325			2			549			4
Total capital		18,542			18,237			18,582			18,403			18,157			305			2			385			2
Risk-weighted assets		142,915			140,136			138,879			137,246			136,202			2,779			2			6,713			5
Adjusted average assets1		158,782			156,355			155,956			155,171			153,026			2,427			2			5,756			4
CET1 capital ratio		10.0	%		10.3	%		10.5	%		10.5	%		10.6	%
Tier 1 capital ratio		11.1			11.1			11.3			11.3			11.3
Total capital ratio		13.0			13.0			13.4			13.4			13.3
Tier 1 leverage ratio		10.0			9.9			10.1			10.0			10.0
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders’ equity	$	20,631		$	20,718		$	20,884		$	20,399		$	19,977		($	87	)		—	%	$	654			3	%	$	20,631	$	19,977	$	654		3	%
Less: Goodwill		7,044			7,044			7,040			7,040			6,923			—			—			121			2			7,044		6,923		121		2
Less: Other intangible assets		68			71			74			80			31			(3	)		(4	)		37			119			68		31		37		119
Add: Deferred tax liabilities2		374			373			371			370			366			1			—			8			2			374		366		8		2
Total tangible common equity	$	13,893		$	13,976		$	14,141		$	13,649		$	13,389		($	83	)		(1	%)	$	504			4	%	$	13,893	$	13,389	$	504		4	%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders’ equity	$	20,400		$	20,533		$	20,420		$	19,942		$	19,521		($	133	)		(1	%)	$	879			5	%	$	20,325	$	19,645	$	680		3	%
Less: Goodwill		7,044			7,044			7,040			7,018			6,946			—			—			98			1			7,036		6,912		124		2
Less: Other intangible assets		69			73			80			59			32			(4	)		(5	)		37			116			71		14		57		NM
Add: Deferred tax liabilities2		373			372			370			368			364			1			—			9			2			371		359		12		3
Total tangible common equity	$	13,660		$	13,788		$	13,670		$	13,233		$	12,907		($	128	)		(1	%)	$	753			6	%	$	13,589	$	13,078	$	511		4	%
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$	7,044		$	7,044		$	7,040		$	7,040		$	6,923		$	—			—	%	$	121			2	%	$	7,044	$	6,923	$	121		2	%
Other intangible assets		68			71			74			80			31			(3	)		(4	)		37			119			68		31		37		119
Total intangible assets	$	7,112		$	7,115		$	7,114		$	7,120		$	6,954		($	3	)		—	%	$	158			2	%	$	7,112	$	6,954	$	158		2	%

¹ Adjusted average assets include quarterly average assets, less deductions for disallowed goodwill and other intangible assets, net of deferred tax liabilities related to tax deductible goodwill, and the accumulated other comprehensive income impact related to the adoption of post-retirement benefit plan guidance under GAAP.

² Deferred tax liabilities relate to tax-deductible goodwill, which is netted against goodwill when calculating tangible common equity.

21

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(in millions, except share, per-share and ratio data)

Key Performance Metrics:

Our Management uses certain key performance metrics (KPMs) to gauge our progress against strategic and operational goals, as well as to compare our performance against peers. The KPMs are referred to in our quarterly earnings materials and other financial reports filed with the Securities and Exchange Commission. The KPMs include:

• Return on average tangible common equity (ROTCE);

• Efficiency ratio;

• Operating leverage; and

• Common equity tier 1 capital ratio.

Established targets for the KPMs are based on Management-reporting results which are currently referred to by the Company as “Underlying” results. We believe that Underlying results, which exclude notable items, provide the best representation of our underlying financial progress toward the KPMs as the results exclude items that our Management does not consider indicative of our on-going financial performance. KPMs that reflect Underlying results are considered non-GAAP financial measures.

Non-GAAP Financial Measures

This document contains non-GAAP financial measures denoted as Underlying results. In historical periods, these results may have been referred to as Adjusted or Adjusted/Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The following tables present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

22

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS																											FULL YEAR
																	4Q19 Change																		2019 Change
		4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																	$			%			$			%									$			%
Noninterest income, Underlying:
Noninterest income (GAAP)	A	$	494		$	493		$	462		$	428		$	421		$	1			—	%	$	73			17	%	$	1,877		$	1,596		$	281			18	%
Less: Notable items			—			—			—			—			(5	)		—			—			5			100			—			(5	)		5			100
Noninterest income, Underlying (non-GAAP)	B	$	494		$	493		$	462		$	428		$	426		$	1			—	%	$	68			16	%	$	1,877		$	1,601		$	276			17	%
Total revenue, Underlying:
Total revenue (GAAP)	C	$	1,637		$	1,638		$	1,628		$	1,588		$	1,593		($	1	)		—	%	$	44			3	%	$	6,491		$	6,128		$	363			6	%
Less: Notable items			—			—			—			—			(5	)		—			—			5			100			—			(5	)		5			100
Total revenue, Underlying (non-GAAP)	D	$	1,637		$	1,638		$	1,628		$	1,588		$	1,598		($	1	)		—	%	$	39			2	%	$	6,491		$	6,133		$	358			6	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	E	$	986		$	973		$	951		$	937		$	951		$	13			1	%	$	35			4	%	$	3,847		$	3,619		$	228			6	%
Less: Notable items			37			19			7			5			45			18			95			(8	)		(18	)		68			54			14			26
Noninterest expense, Underlying (non-GAAP)	F	$	949		$	954		$	944		$	932		$	906		($	5	)		(1	%)	$	43			5	%	$	3,779		$	3,565		$	214			6	%
Pre-provision profit:
Total revenue (GAAP)	C	$	1,637		$	1,638		$	1,628		$	1,588		$	1,593		($	1	)		—	%	$	44			3	%	$	6,491		$	6,128		$	363			6	%
Less: Noninterest expense (GAAP)	E		986			973			951			937			951			13			1			35			4			3,847			3,619			228			6
Pre-provision profit (GAAP)		$	651		$	665		$	677		$	651		$	642		($	14	)		(2	%)	$	9			1	%	$	2,644		$	2,509		$	135			5	%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	D	$	1,637		$	1,638		$	1,628		$	1,588		$	1,598		($	1	)		—	%	$	39			2	%	$	6,491		$	6,133		$	358			6	%
Less: Noninterest expense, Underlying (non-GAAP)	F		949			954			944			932			906			(5	)		(1	)		43			5			3,779			3,565			214			6
Pre-provision profit, Underlying (non-GAAP)		$	688		$	684		$	684		$	656		$	692		$	4			1	%	($	4	)		(1	%)	$	2,712		$	2,568		$	144			6	%
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	G	$	541		$	564		$	580		$	566		$	557		($	23	)		(4	%)	($	16	)		(3	%)	$	2,251		$	2,183		$	68			3	%
Less: Income (expense) before income tax expense (benefit) related to notable items			(37	)		(19	)		(7	)		(5	)		(50	)		(18	)		(95	)		13			26			(68	)		(59	)		(9	)		(15	)
Income before income tax expense, Underlying (non-GAAP)	H	$	578		$	583		$	587		$	571		$	607		($	5	)		(1	%)	($	29	)		(5	%)	$	2,319		$	2,242		$	77			3	%
Income tax expense, Underlying:
Income tax expense (benefit) (GAAP)	I	$	91		$	115		$	127		$	127		$	92		($	24	)		(21	%)	($	1	)		(1	%)	$	460		$	462		($	2	)		—	%
Less: Income tax expense (benefit) related to notable items			(33	)		(15	)		(2	)		(1	)		(41	)		(18	)		(120	)		8			20			(51	)		(43	)		(8	)		(19	)
Income tax expense, Underlying (non-GAAP)	J	$	124		$	130		$	129		$	128		$	133		($	6	)		(5	%)	($	9	)		(7	%)	$	511		$	505		$	6			1	%
Net income, Underlying:
Net income (GAAP)	K	$	450		$	449		$	453		$	439		$	465		$	1			—	%	($	15	)		(3	%)	$	1,791		$	1,721		$	70			4	%
Add: Notable items, net of income tax expense (benefit)			4			4			5			4			9			—			—			(5	)		(56	)		17			16			1			6
Net income, Underlying (non-GAAP)	L	$	454		$	453		$	458		$	443		$	474		$	1			—	%	($	20	)		(4	%)	$	1,808		$	1,737		$	71			4	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	M	$	427		$	432		$	435		$	424		$	450		($	5	)		(1	%)	($	23	)		(5	%)	$	1,718		$	1,692		$	26			2	%
Add: Notable items, net of income tax expense (benefit)			4			4			5			4			9			—			—			(5	)		(56	)		17			16			1			6
Net income available to common stockholders, Underlying (non-GAAP)	N	$	431		$	436		$	440		$	428		$	459		($	5	)		(1	%)	($	28	)		(6	%)	$	1,735		$	1,708		$	27			2	%

23

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS																											FULL YEAR
																	4Q19 Change																		2019 Change
		4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																	$/bps			%			$/bps			%									$/bps			%
Operating leverage:
Total revenue (GAAP)	C	$	1,637		$	1,638		$	1,628		$	1,588		$	1,593		($	1	)		(0.14	%)	$	44			2.73	%	$	6,491		$	6,128		$	363			5.91	%
Less: Noninterest expense (GAAP)	E		986			973			951			937			951			13			1.33			35			3.74			3,847			3,619			228			6.30
Operating leverage																					(1.47	%)					(1.01	%)											(0.39	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	D	$	1,637		$	1,638		$	1,628		$	1,588		$	1,598		($	1	)		(0.14	%)	$	39			2.41	%	$	6,491		$	6,133		$	358			5.83	%
Less: Noninterest expense, Underlying (non-GAAP)	F		949			954			944			932			906			(5	)		(0.49	)		43			4.79			3,779			3,565			214			6.00
Operating leverage, Underlying (non-GAAP)																					0.35	%					(2.38	%)											(0.17	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	E/C		60.28	%		59.40	%		58.41	%		59.00	%		59.69	%		88	bps					59	bps					59.28	%		59.06	%		22	bps
Efficiency ratio, Underlying (non-GAAP)	F/D		58.02			58.22			58.02			58.67			56.70			(20	) bps					132	bps					58.23			58.13			10	bps
Noninterest income as a % of total revenue, Underlying:
Noninterest income as a % of total revenue	A/C		30	%		30	%		28	%		27	%		26	%		—	bps					400	bps					29	%		26	%		300	bps
Noninterest income as a % of total revenue, Underlying	B/D		30			30			28			27			27			—	bps					300	bps					29			26			300	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	I/G		16.76	%		20.46	%		21.86	%		22.42	%		16.45	%		(370	) bps					31	bps					20.43	%		21.16	%		(73	) bps
Effective income tax rate, Underlying (non-GAAP)	J/H		21.52			22.29			21.89			22.44			21.91			(77	) bps					(39	) bps					22.03			22.55			(52	) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	O	$	20,400		$	20,533		$	20,420		$	19,942		$	19,521		($	133	)		(1	%)	$	879			5	%	$	20,325		$	19,645		$	680			3	%
Return on average common equity	M/O		8.30	%		8.35	%		8.54	%		8.62	%		9.16	%		(5	) bps					(86	) bps					8.45	%		8.62	%		(17	) bps
Return on average common equity, Underlying (non-GAAP)	N/O		8.36			8.45			8.63			8.71			9.33			(9	) bps					(97	) bps					8.53			8.69			(16	) bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	O	$	20,400		$	20,533		$	20,420		$	19,942		$	19,521		($	133	)		(1	%)	$	879			5	%	$	20,325		$	19,645		$	680			3	%
Less: Average goodwill (GAAP)			7,044			7,044			7,040			7,018			6,946			—			—			98			1			7,036			6,912			124			2
Less: Average other intangibles (GAAP)			69			73			80			59			32			(4	)		(5	)		37			116			71			14			57			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			373			372			370			368			364			1			—			9			2			371			359			12			3
Average tangible common equity	P	$	13,660		$	13,788		$	13,670		$	13,233		$	12,907		($	128	)		(1	%)	$	753			6	%	$	13,589		$	13,078		$	511			4	%
Return on average tangible common equity	M/P		12.39	%		12.44	%		12.75	%		13.00	%		13.85	%		(5	) bps					(146	) bps					12.64	%		12.94	%		(30	) bps
Return on average tangible common equity, Underlying (non-GAAP)	N/P		12.49			12.58			12.89			13.12			14.11			(9	) bps					(162	) bps					12.76			13.06			(30	) bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	Q	$	164,646		$	162,110		$	161,489		$	160,415		$	157,732		$	2,536			2	%	$	6,914			4	%	$	162,176		$	154,553		$	7,623			5	%
Return on average total assets	K/Q		1.08	%		1.10	%		1.13	%		1.11	%		1.17	%		(2	) bps					(9	) bps					1.10	%		1.11	%		(1	) bps
Return on average total assets, Underlying (non-GAAP)	L/Q		1.09			1.11			1.14			1.12			1.19			(2	) bps					(10	) bps					1.11			1.12			(1	) bps

24

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS																											FULL YEAR
																	4Q19 Change																		2019 Change
		4Q19			3Q19			2Q19			1Q19			4Q18			3Q19						4Q18						2019			2018			2018
																	$/bps			%			$/bps			%									$/bps			%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	Q	$	164,646		$	162,110		$	161,489		$	160,415		$	157,732		$	2,536			2	%	$	6,914			4	%	$	162,176		$	154,553		$	7,623			5	%
Less: Average goodwill (GAAP)			7,044			7,044			7,040			7,018			6,946			—			—			98			1			7,036			6,912			124			2
Less: Average other intangibles (GAAP)			69			73			80			59			32			(4	)		(5	)		37			116			71			14			57			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			373			372			370			368			364			1			—			9			2			371			359			12			3
Average tangible assets	R	$	157,906		$	155,365		$	154,739		$	153,706		$	151,118		$	2,541			2	%	$	6,788			4	%	$	155,440		$	147,986		$	7,454			5	%
Return on average total tangible assets	K/R		1.13	%		1.15	%		1.17	%		1.16	%		1.22	%		(2	) bps					(9	) bps					1.15	%		1.16	%		(1	) bps
Return on average total tangible assets, Underlying (non-GAAP)	L/R		1.14			1.16			1.19			1.17			1.24			(2	) bps					(10	) bps					1.16			1.17			(1	) bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	S		433,121,083			443,913,525			457,903,826			461,116,723			466,007,984			(10,792,442	)		(2	%)		(32,886,901	)		(7	%)		433,121,083			466,007,984			(32,886,901)			(7%)
Common stockholders’ equity (GAAP)		$	20,631		$	20,718		$	20,884		$	20,399		$	19,977		($	87	)		—		$	654			3		$	20,631		$	19,977		$	654			3
Less: Goodwill (GAAP)			7,044			7,044			7,040			7,040			6,923			—			—			121			2			7,044			6,923			121			2
Less: Other intangible assets (GAAP)			68			71			74			80			31			(3	)		(4	)		37			119			68			31			37			119
Add: Deferred tax liabilities related to goodwill (GAAP)			374			373			371			370			366			1			—			8			2			374			366			8			2
Tangible common equity	T	$	13,893		$	13,976		$	14,141		$	13,649		$	13,389		($	83	)		(1	%)	$	504			4	%	$	13,893		$	13,389		$	504			4	%
Tangible book value per common share	T/S	$	32.08		$	31.48		$	30.88		$	29.60		$	28.73		$	0.60			2	%	$	3.35			12	%	$	32.08		$	28.73		$	3.35			12	%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	U		434,684,606			445,703,987			458,154,335			460,713,172			467,338,825			(11,019,381	)		(2	%)		(32,654,219	)		(7	%)		449,731,453			478,822,072			(29,090,619	)		(6	%)
Average common shares outstanding - diluted (GAAP)	V		436,500,829			447,134,595			459,304,224			462,520,680			469,103,134			(10,633,766	)		(2	)		(32,602,305	)		(7	)		451,213,701			480,430,741			(29,217,040	)		(6	)
Net income per average common share - basic (GAAP)	M/U	$	0.98		$	0.97		$	0.95		$	0.92		$	0.96		$	0.01			1		$	0.02			2		$	3.82		$	3.54		$	0.28			8
Net income per average common share - diluted (GAAP)	M/V		0.98			0.97			0.95			0.92			0.96			0.01			1			0.02			2			3.81			3.52			0.29			8
Net income per average common share - basic, Underlying (non-GAAP)	N/U		0.99			0.98			0.96			0.93			0.98			0.01			1			0.01			1			3.86			3.57			0.29			8
Net income per average common share - diluted, Underlying (non-GAAP)	N/V		0.99			0.98			0.96			0.93			0.98			0.01			1			0.01			1			3.84			3.56			0.28			8
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	W	$	0.36		$	0.36		$	0.32		$	0.32		$	0.27		$	—			—	%	$	0.09			33	%	$	1.36		$	0.98		$	0.38			39	%
Dividend payout ratio	W/(M/U)		37	%		37	%		34	%		35	%		28	%		—	bps					900	bps					36	%		28	%		800	bps
Dividend payout ratio, Underlying (non-GAAP)	W/(N/U)		36			37			33			34			27			(100	) bps					900	bps					35			27			800	bps

25

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

	QUARTERLY TRENDS																							FULL YEAR
												4Q19 Change																	2019 Change
	4Q19		3Q19		2Q19		1Q19		4Q18			3Q19						4Q18						2019		2018			2018
												$			%			$			%								$/bps			%
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)	$	80	$	117	$	62	$	43	$	51		($	37	)		(32	%)	$	29			57	%	$	302	$	152		$	150			99	%
Less: Notable items		—		—		—		—		(4	)		—			—			4			100			—		(4	)		4			100
Mortgage banking fees, Underlying (non-GAAP)	$	80	$	117	$	62	$	43	$	55		($	37	)		(32	%)	$	25			45	%	$	302	$	156		$	146			94	%
Other income, Underlying:
Other income (GAAP)	$	16	$	20	$	28	$	25	$	15		($	4	)		(20	%)	$	1			7	%	$	89	$	64		$	25			39	%
Less: Notable items		—		—		—		—		(1	)		—			—			1			100			—		(1	)		1			100
Other income, Underlying (non-GAAP)	$	16	$	20	$	28	$	25	$	16		($	4	)		(20	%)	$	—			—	%	$	89	$	65		$	24			37	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$	502	$	508	$	507	$	509	$	483		($	6	)		(1	%)	$	19			4	%	$	2,026	$	1,880		$	146			8	%
Less: Notable items		6		5		2		1		6			1			20			—			—			14		11			3			27
Salaries and employee benefits, Underlying (non-GAAP)	$	496	$	503	$	505	$	508	$	477		($	7	)		(1	%)	$	19			4	%	$	2,012	$	1,869		$	143			8	%
Equipment and software expense, Underlying1:
Equipment and software expense (GAAP)	$	133	$	130	$	126	$	125	$	124		$	3			2	%	$	9			7	%	$	514	$	464		$	50			11	%
Less: Notable items		3		—		—		—		3			3			100			—			—			3		3			—			—
Equipment and software expense, Underlying (non-GAAP)	$	130	$	130	$	126	$	125	$	121		$	—			—	%	$	9			7	%	$	511	$	461		$	50			11	%
Outside services, Underlying:
Outside services (GAAP)	$	142	$	128	$	118	$	110	$	135		$	14			11	%	$	7			5	%	$	498	$	447		$	51			11	%
Less: Notable items		20		14		5		4		19			6			43			1			5			43		20			23			115
Outside services, Underlying (non-GAAP)	$	122	$	114	$	113	$	106	$	116		$	8			7	%	$	6			5	%	$	455	$	427		$	28			7	%
Occupancy, Underlying:
Occupancy (GAAP)	$	88	$	80	$	82	$	83	$	92		$	8			10	%	($	4	)		(4	%)	$	333	$	333		$	—			—	%
Less: Notable items		8		—		—		—		16			8			100			(8	)		(50	)		8		16			(8	)		(50	)
Occupancy, Underlying (non-GAAP)	$	80	$	80	$	82	$	83	$	76		$	—			—	%	$	4			5	%	$	325	$	317		$	8			3	%
Other operating expense, Underlying:
Other operating expense (GAAP)	$	121	$	127	$	118	$	110	$	117		($	6	)		(5	%)	$	4			3	%	$	476	$	495		($	19	)		(4	%)
Less: Notable items		—		—		—		—		1			—			—			(1	)		(100	)		—		4			(4	)		(100	)
Other operating expense, Underlying (non-GAAP)	$	121	$	127	$	118	$	110	$	116		($	6	)		(5	%)	$	5			4	%	$	476	$	491		($	15	)		(3	%)

¹ Beginning in the first quarter of 2019, we combined our presentation of equipment expense and amortization of software into equipment and software expense. Prior periods have been adjusted to conform with the current period presentation.

26

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

		FOURTH QUARTER 2019												THIRD QUARTER 2019												SECOND QUARTER 2019
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	209		$	231		$	10		$	450		$	251		$	196		$	2		$	449		$	213		$	216		$	24		$	453
Less: Preferred stock dividends			—			—			23			23			—			—			17			17			—			—			18			18
Net income (loss) available to common stockholders	B	$	209		$	231		($	13	)	$	427		$	251		$	196		($	15	)	$	432		$	213		$	216		$	6		$	435
Return on average total tangible assets:
Average total assets (GAAP)		$	68,069		$	56,407		$	40,170		$	164,646		$	66,365		$	55,614		$	40,131		$	162,110		$	65,485		$	56,135		$	39,869		$	161,489
Less: Average goodwill (GAAP)			122			46			6,876			7,044			122			46			6,876			7,044			119			45			6,876			7,040
Average other intangibles (GAAP)			63			6			—			69			66			7			—			73			73			7			—			80
Add: Average deferred tax liabilities related to goodwill (GAAP)			1			1			371			373			1			1			370			372			—			—			370			370
Average tangible assets	C	$	67,885		$	56,356		$	33,665		$	157,906		$	66,178		$	55,562		$	33,625		$	155,365		$	65,293		$	56,083		$	33,363		$	154,739
Return on average total tangible assets	A/C		1.22	%		1.63	%		NM			1.13	%		1.50	%		1.40	%		NM			1.15	%		1.31	%		1.54	%		NM			1.17	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	718		$	219		$	49		$	986		$	718		$	213		$	42		$	973		$	715		$	217		$	19		$	951
Net interest income (GAAP)			796			363			(16	)		1,143			799			360			(14	)		1,145			799			371			(4	)		1,166
Noninterest income (GAAP)			296			175			23			494			336			133			24			493			277			149			36			462
Total revenue (GAAP)	E	$	1,092		$	538		$	7		$	1,637		$	1,135		$	493		$	10		$	1,638		$	1,076		$	520		$	32		$	1,628
Efficiency ratio	D/E		65.74	%		40.60	%		NM			60.28	%		63.28	%		43.35	%		NM			59.40	%		66.43	%		41.58	%		NM			58.41	%

		FIRST QUARTER 2019												FOURTH QUARTER 2018
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	202		$	227		$	10		$	439		$	193		$	241		$	31		$	465
Less: Preferred stock dividends			—			—			15			15			—			—			15			15
Net income (loss) available to common stockholders	B	$	202		$	227		($	5	)	$	424		$	193		$	241		$	16		$	450
Return on average total tangible assets:
Average total assets (GAAP)		$	65,007		$	55,630		$	39,778		$	160,415		$	64,187		$	53,970		$	39,575		$	157,732
Less: Average goodwill (GAAP)			119			23			6,876			7,018			59			11			6,876			6,946
Average other intangibles (GAAP)			55			4			—			59			30			2			—			32
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			368			368			—			—			364			364
Average tangible assets	C	$	64,833		$	55,603		$	33,270		$	153,706		$	64,098		$	53,957		$	33,063		$	151,118
Return on average total tangible assets	A/C		1.26	%		1.66	%		NM			1.16	%		1.19	%		1.78	%		NM			1.22	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	700		$	209		$	28		$	937		$	723		$	203		$	25		$	951
Net interest income (GAAP)			788			372			—			1,160			796			384			(8	)		1,172
Noninterest income (GAAP)			247			150			31			428			265			140			16			421
Total revenue (GAAP)	E	$	1,035		$	522		$	31		$	1,588		$	1,061		$	524		$	8		$	1,593
Efficiency ratio	D/E		67.62	%		40.11	%		NM			59.00	%		68.22	%		38.73	%		NM			59.69	%

27

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS (CONTINUED)

(in millions, except ratio data)

		FULL YEAR
		2019												2018
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	875		$	870		$	46		$	1,791		$	767		$	927		$	27		$	1,721
Less: Preferred stock dividends			—			—			73			73			—			—			29			29
Net income (loss) available to common stockholders	B	$	875		$	870		($	27	)	$	1,718		$	767		$	927		($	2	)	$	1,692
Return on average total tangible assets:
Average total assets (GAAP)		$	66,240		$	55,947		$	39,989		$	162,176		$	62,444		$	52,362		$	39,747		$	154,553
Less: Average goodwill (GAAP)			120			40			6,876			7,036			25			11			6,876			6,912
Average other intangibles (GAAP)			65			6			—			71			12			2			—			14
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			371			371			—			—			359			359
Average tangible assets	C	$	66,055		$	55,901		$	33,484		$	155,440		$	62,407		$	52,349		$	33,230		$	147,986
Return on average total tangible assets	A/C		1.32	%		1.56	%		NM			1.15	%		1.23	%		1.77	%		NM			1.16	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	2,851		$	858		$	138		$	3,847		$	2,723		$	813		$	83		$	3,619
Net interest income (GAAP)			3,182			1,466			(34	)		4,614			3,064			1,497			(29	)		4,532
Noninterest income (GAAP)			1,156			607			114			1,877			973			545			78			1,596
Total revenue (GAAP)	E	$	4,338		$	2,073		$	80		$	6,491		$	4,037		$	2,042		$	49		$	6,128
Efficiency ratio	D/E		65.72	%		41.38	%		NM			59.28	%		67.47	%		39.80	%		NM			59.06	%

28

XML

Document and Entity Information	Jan. 17, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	Jan. 17, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	(401)
Local Phone Number	456-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common stock, $0.01 par value per share
Trading Symbol	CFG
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Trading Symbol	CFG PrD
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	CFG PrE
Security Exchange Name	NYSE