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): December 7, 2016

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

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

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

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Citizens Financial Group, Inc.’s Chairman and Chief Executive Officer, Bruce Van Saun, will present at the Goldman Sachs U.S. Financial Services Conference on Wednesday, December 7, 2016 at 10:00 a.m. ET.

The live webcast and presentation slides will be available at http://investor.citizensbank.com, under Events & Presentations. A replay of the webcast will be available for 30 days.

A copy of the presentation is attached as Exhibit 99.1. The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1 Citizens Financial Group, Inc. presentation dated December 7, 2016

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/ Eric Aboaf
	Eric Aboaf
	Chief Financial Officer

Date: December 7, 2016

EXHIBIT INDEX

Exhibit Number	Description
99.1	Citizens Financial Group, Inc. presentation dated December 7, 2016

EX-99.1

Bruce Van Saun

Chief Executive Officer

Goldman Sachs US Financial Services Conference 2016

December 2016

Exhibit 99.1

Forward-looking statements and use of key performance metrics and Non-GAAP Financial Measures

1

This

document

contains

forward-looking

statements

within

the

Private

Securities

Litigation

Reform

Act

of

1995.

Any

statement

that

does

not

describe

historical

or

current

facts

is

a

forward-looking

statement.

These

statements

often

include

the

words

“believes,”

“expects,”

“anticipates,”

“estimates,”

“intends,”

“plans,”

“goals,”

“targets,”

“initiatives,”

“potentially,”

“probably,”

“projects,”

“outlook”

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

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;

our

ability

to

implement

our

strategic

plan,

including

the

cost

savings

and

efficiency

components,

and

achieve

our

indicative

performance

targets;

our

ability

to

remedy

regulatory

deficiencies

and

meet

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

Basel

III

capital

standards)

and

our

ability

to

generate

capital

internally

or

raise

capital

on

favorable

terms;

the

effect

of

the

current

low

interest

rate

environment

or

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

amount

and

timing

of

any

future

common

stock

dividends

or

share

repurchases

will

depend

on

our

financial

condition,

earnings,

cash

needs,

regulatory

constraints,

capital

requirements

(including

requirements

of

our

subsidiaries),

and

any

other

factors

that

our

board

of

directors

deems

relevant

in

making

such

a

determination.

Therefore,

there

can

be

no

assurance

that

we

will

pay

any

dividends

to

holders

of

our

common

stock,

or

as

to

the

amount

of

any

such

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

Part

I,

Item

1A

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2015,

filed

with

the

United

States

Securities

and

Exchange

Commission

on

February

26,

2016.

Key

performance

metrics

and

Non-GAAP

Financial

Measures

Key

performance

metrics:

Our

management

team

uses

certain

key

performance

metrics

(“KPMs”)

to

gauge

our

performance

and

progress

over

time

in

achieving

our

strategic

and

operational

goals

and

also

in

comparing

our

performance

against

our

peers.

In

connection

with

our

path

to

becoming

an

independent

public

company,

we

established

the

following

financial

targets,

in

addition

to

others,

as

KPMs.

These

KPMs

are

utilized

by

our

management

in

measuring

our

progress

against

financial

goals

and

as

a

tool

in

helping

assess

performance

for

compensation

purposes.

These

KPMs

can

largely

be

found

in

our

Registration

Statements

on

Form

S-1

and

our

periodic

reports,

which

are

filed

with

the

Securities

and

Exchange

Commission,

and

are

supplemented

from

time

to

time

with

additional

information

in

connection

with

our

quarterly

earnings

releases.

Our

key

performance

metrics

include:

Return

on

average

tangible

common

equity

(“ROTCE”);

Return

on

average

total

tangible

assets

(“ROTA”);

Efficiency

ratio;

Operating

leverage;

and

Common

equity

tier

1

capital

ratio

(Basel

III

fully

phased-in

basis).

In

establishing

goals

for

these

KPMs,

we

determined

that

they

would

be

measured

on

a

management-reporting

basis,

or

an

operating

basis,

which

we

refer

to

externally

as

“Adjusted”

results.

We

believe

that

these

“Adjusted”

results,

which

exclude

restructuring

charges,

special

items

and

and/or

notable

items,

as

applicable,

provide

the

best

representation

of

our

underlying

financial

progress

toward

these

goals

as

they

exclude

items

that

our

management

does

not

consider

indicative

of

our

on-going

financial

performance.

We

have

consistently

shown

these

metrics

on

this

basis

to

investors

since

our

initial

public

offering

in

September

of

2014.

Adjusted

KPMs

are

considered

Non-GAAP

Financial

Measures.

Non-GAAP

Financial

Measures:

This

document

contains

Non-GAAP

Financial

Measures.

The

tables

in

the

appendix

present

reconciliations

of

certain

Non-GAAP

Financial

Measures.

These

reconciliations

exclude

restructuring

charges,

special

items

and/or

notable

items,

which

are

included,

where

applicable,

in

the

financial

results

presented

in

accordance

with

GAAP.

Restructuring

charges

and

special

items

include

expenses

related

to

our

efforts

to

improve

processes

and

enhance

efficiencies,

as

well

as

rebranding,

separation

from

RBS

and

regulatory

expenses.

Notable

items

include

certain

revenue

or

expense

items

that

may

occur

in

a

reporting

period,

which

management

does

not

consider

indicative

of

on-going

financial

performance.

The

Non-GAAP

Financial

Measures

presented

in

the

appendix

include

“noninterest

income”,

“total

revenue”,

“noninterest

expense”,

“pre-provision

profit”,

“income

before

income

tax

expense”,

“income

tax

expense”,

“net

income”,

“net

income

available

to

common

stockholders”,

“other

income”,

“salaries

and

employee

benefits”,

“outside

services”,

“occupancy”,

“equipment

expense”,

“other

operating

expense”,

“net

income

per

average

common

share”,

“return

on

average

common

equity”,

“return

on

average

total

assets”,

“noninterest

income

adjusted

for

card

reward

accounting

change”,

“total

revenues

adjusted

for

card

reward

accounting

change”,

“noninterest

expense

adjusted

for

card

reward

accounting

change”

and

“efficiency

ratio

adjusted

for

card

reward

accounting

change”.

We

believe

these

Non-GAAP

Financial

Measures

provide

useful

information

to

investors

because

these

are

among

the

measures

used

by

our

management

team

to

evaluate

our

operating

performance

and

make

day-to-day

operating

decisions.

In

addition,

we

believe

restructuring

charges,

special

items

and/or

notable

items

in

any

period

do

not

reflect

the

operational

performance

of

the

business

in

that

period

and,

accordingly,

it

is

useful

to

consider

these

line

items

with

and

without

restructuring

charges,

special

items

and/or

notable

items.

We

believe

this

presentation

also

increases

comparability

of

period-to-period

results.

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

other

companies.

We

caution

investors

not

to

place

undue

reliance

on

such

Non-GAAP

Financial

Measures,

but

instead

to

consider

them

with

the

most

directly

comparable

GAAP

measure.

Non-GAAP

Financial

Measures

have

limitations

as

analytical

tools

and

should

not

be

considered

in

isolation,

or

as

a

substitute

for

our

results

as

reported

under

GAAP.

Dimension

(1)

Rank

(3)

Assets: $147.0 billion

#12

Loans: $106.0 billion

(4)

#11

Deposits: $108.3 billion

#12

Branches: ~1,200

#12

ATM network: ~3,200

#7

Mortgage: $14.6 billion

#17

nationally

Student: $6.0 billion

Top 4 rank

nationally

Deposits: $108.3 billion

Top 5 rank:

9/10 markets

HELOC: $14.5 billion

Top 5 rank:

9/9 markets

Middle market lead/joint

lead bookrunner

#5

(5)

Leading

deposit

market

share

of

12.0%

in

top

10

MSAs

–

#2 deposit market share in New England

Relatively diverse economies/affluent demographics

Serve 5 million+ individuals, institutions and companies

~17,600 colleagues

Retail presence in 11 states

Top

5

deposit

market

share

in

9

of

10

largest

MSAs

Solid franchise with leading positions in attractive markets

2

Source: SNL Financial. Data as of 9/30/2016, unless otherwise noted.

1)

CFG data as of September 30, 2016.

2)

Reflects

branches

with

reported

FDIC

deposits

as

of

06/30/2016;

individual

branch

deposits

capped

at

$500

million

and

exclude

non-retail

banks.

3)

Ranking

based

on

9/30/2016

data,

unless

otherwise

noted;

excludes

non-retail

depository

institutions,

includes

U.S.

subsidiaries

of

foreign

banks.

4)

Includes held for sale.

5)

Thomson Reuters LPC, Loan syndications 2Q16 ranking based on number of deals for Overall Middle Market (defined as Borrower Revenues < $500MM and Deal Size < $500MM).

6)

According to IMF bank-only origination rank; volume as of 3Q16.

7)

CFG estimate, based on published company reports, where available; private student loan origination data as of 9/30/2016.

8)

According to Equifax; origination volume as of 3Q16.

Buffalo, NY: #5

Albany, NY: #3

Pittsburgh, PA: #2

Cleveland, OH: #5

Manchester, NH: #1

Boston, MA: #2

Rochester, NY: #5

Philadelphia, PA: #4

Detroit, MI: #6

Providence, RI: #1

(2)

(2)

(6)

(7)

(2)

(8)

Aspire to be a top-performing regional bank, delivering well for all stakeholders

3

Colleagues

Regulators

Investors

Communities & Society

Customer-centric culture

Customers

Our plan has clear objectives for each stakeholder

4

Achieve current targets, then raise the bar

Strive for consistency in performance, limit tail risk

Target attractive high payout ratio; steady and growing dividend

Investors

Customers

Colleagues

Community

Regulators

Continue to improve customer satisfaction

Top 10 in JD Power for Consumer segment

Top performer in RM quality, value of ideas in Commercial

Gain market share in targeted businesses within Consumer & Commercial

Achieve top-quartile Organizational Health rating

Continue to develop talent and enhance culture

Achieve heightened volunteer and financial giving aspirations

Use our position to improve the well-being of the communities we serve

Achieve and sustain heightened standards across broad regulatory agenda and

earn the respect of our regulators

Steady progress across all elements in 2016

We are making steady progress without rate hikes

5

Capturing revenue

potential of

franchise

Using strong

balance sheet and

targeted hiring to

grow loans

Self funding

necessary

investments through

efficiency initiatives

Disciplined capital

management

Medium-

term

target

10% +

low 60’s

--

--

1)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their

calculation

and/or

reconciliation

to

GAAP

Financial

Measures,

as

applicable.

Adjusted

results

exclude

restructuring

charges,

special

items

and/or

notable

items

as

applicable.

Where

disclosed,

peer

results adjusted for similar unusual or special revenue, expense and acquisition items.

Key points

ROTCE

Adjusted

ROTCE

(1)

Efficiency

ratio

Adjusted

efficiency ratio

(1)

YoY average

loan growth

EPS

Adjusted

diluted EPS

(1)

4.34%

5.24%

5.24%

6.28%

6.22%

6.76%

6.73%

6.67%

6.60%

6.75%

6.61%

7.30%

8.02%

68%

68%

69%

70%

68%

67%

68%

67%

66%

66%

66%

65%

63%

(2.9)%

(0.9)%

(0.2)%

3.5%

6.1%

7.3%

9.1%

8.6%

8.0%

6.7%

6.7%

7.4%

7.5%

$0.26

$0.30

$0.30

$0.37

$0.36

$0.39

$0.39

$0.40

$0.40

$0.42

$0.41

$0.46

$0.52

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q15

4Q15

1Q16

2Q16

3Q16

5.8%

4.6%

A strong platform well positioned to drive value

Good execution of plan is driving balance sheet and revenue momentum

Growing revenues faster

(Adjusted

revenue

growth

(1)

)

6

3Q16 vs. 3Q15

379 bps

above peers

Source: SNL Financial and Company filings. Peers include CMA, FITB, PNC, RF, STI and USB. Unless otherwise noted, due to recent acquisitions BBT, KEY and MTB excluded from the peer average.

1)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their

calculation and/or reconciliation to GAAP Financial Measures, as applicable. Adjusted results exclude restructuring charges, special items and/or notable items, as applicable. Where disclosed,

peer results adjusted for similar unusual or special revenue, expense and acquisition items.

2)

Reflects net interest income sensitivity to forward yield curve changes. Peer data as of 3Q16 10-Q filing. Peer estimates based on public disclosures and utilize a 200 basis point gradual increase

above the 12-month forward curve except PNC, which is based on a 100 basis point gradual increase and STI, which is based on 200 basis point shock. PNC and STI excluded from peer median.

14.1%

Fee income growth

(Adjusted

noninterest

income

growth

(1)

)

247 bps

below peers

CFG results

Peer average

CFG Adjusted results

(1)

(1)

Peer median

Asset-sensitive balance sheet

(200

bps

gradual

increase

over

forward

curve

(2)

)

Higher NIM expansion

(Net interest margin change)

8

bps

8 bps

above peers

Strong loan growth

(Average total loan growth)

Robust NII growth

(Net interest income growth)

683 bps

above peers

Flat

7.5%

3.1%

CFG

Peer average

8.6%

4.8%

4.2%

6.7%

23.2%

10.4%

3.6%

198 bps

17 bps

1,717 bps

above peers

8 bps

above peers

108 bps

above peers

Well-controlled expenses;

investing for growth

(Adjusted noninterest expense

(1)

change)

With continued focus on positive operating leverage and improving returns

3Q16 vs. 3Q15

7

8.6%

Efficiency improvement

(Adjusted efficiency ratio

(1)

change)

Strong operating leverage

(YoY Adjusted Operating Leverage

(1)

)

417 bps

better than

peers

549 bps

29 bps

(19) bps

252 bps

better than

peers

Improving ROA as assets grow

(Adjusted return on average total assets

(1)

change)

Return on equity

(Adjusted return on average

tangible common equity

(1)

change)

Accelerating profitability

(Adjusted net income available to

common stockholders

(1)

change)

(314) bps

39 bps

better than

peers

Source: SNL Financial and Company filings. Peers include CMA, FITB, PNC, RF, STI and USB. Unless otherwise noted, due to recent acquisitions BBT, KEY and MTB excluded from the peer average.

1)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their

calculation and/or reconciliation to GAAP Financial Measures, as applicable. Adjusted results exclude restructuring charges, special items and/or notable items, as applicable. Where disclosed, peer

results adjusted for similar unusual or special revenue, expense and acquisition items.

4.1%

4.5%

CFG

Peer average

446 bps

(271) bps

27.2%

10.0%

36.2%

12 bps

4 bps

CFG results

Peer average

CFG Adjusted results

(1)

(1)

142 bps

34 bps

1)

“Tapping our Potential” Phase I efficiency initiatives launched first half 2014, Phase II revenue and efficiency initiatives launched mid 2015 and Phase III revenue, efficiency  and tax initiatives

launched mid 2016.

8

We are focused on continuous improvement

Delivering for the

customer

Optimizing the

balance sheet

Investing for

the future

Heighten focus on end-to-end customer experience

Further improve segment value propositions and how colleagues deliver

against them

Increase

customer retention through targeted strategies

Continue to redeploy capital toward better risk-adjusted return portfolios

Increase discipline and rigor around allocation of capital

Intensify focus on low-cost core deposit gathering

Continue to enhance product offerings with a focus on target segments

Prioritize

technology

investments

that

emphasize

digital

and

mobile

solutions

and benefits to customers

Continue recruiting efforts to add capabilities and scale in select areas such

as mortgage,

wealth management and capital markets

Improving

efficiency

Continuous

improvement

via

TOP

I,

II

&

III

programs

(1)

Focus on better balancing the mix of revenue and non-revenue generating

colleagues

Accelerate branch rationalizations and introduce more efficient formats

through ‘branch of the future’

TOP II Program

TOP II Program

TOP III Program

TOP III Program

Revenue initiatives 

Target ~$60-$65 million

Citizens Checkup: Launched with more than 210k customer 

appointments kept to-date; customer satisfaction has been

positive with 78% very to completely satisfied

Consumer Retention: Initiative underway and showing strength

in deposit retention; successful platinum launch driving retention

with the Mass Affluent customer segment

Middle Market Share of Wallet: Opportunity pipeline remains 

~2X larger than historical levels

(1)

leading to stronger capital

markets penetration

Commercial Pricing: Re-priced 12,000 cash management

accounts; improved loan pricing discipline and increased lending

revenue by 13% and improved IRP spreads

(2)

Revenue initiatives 

Target ~$60-$65 million

Citizens Checkup: Launched with more than 210k customer 

appointments kept to-date; customer satisfaction has been

positive with 78% very to completely satisfied

Consumer Retention: Initiative underway and showing strength

in deposit retention; successful platinum launch driving retention

with the Mass Affluent customer segment

Middle Market Share of Wallet: Opportunity pipeline remains 

~2X larger than historical levels

(1)

leading to stronger capital

markets penetration

Commercial Pricing: Re-priced 12,000 cash management

accounts; improved loan pricing discipline and increased lending

revenue by 13% and improved IRP spreads

(2)

Expense initiatives 

Target ~$40 million

Operations Transformation: Streamlining of organization

complete; focused on next wave of opportunities

Supply Chain Services: 2016 run-rate savings achieved driven

by reduction in external resources and tightening of internal

travel and office supplies policies

Expense initiatives 

Target ~$40 million

Operations Transformation: Streamlining of organization

complete; focused on next wave of opportunities

Supply Chain Services: 2016 run-rate savings achieved driven

by reduction in external resources and tightening of internal

travel and office supplies policies

Revenue initiatives 

Target ~$25-$30 million

Commercial Attrition: Predictive tool is now in the hands of

our RMs that identifies at-risk clients and allows them to

proactively develop retention plans for those clients

Unsecured Lending: Initiative launched with good initial

customer responses; early read on performance is positive

Business Banking Share of Wallet:

Realignment of salesforce

complete; executing on plans to deepen relationships

Revenue initiatives 

Target ~$25-$30 million

Commercial Attrition: Predictive tool is now in the hands of

our RMs that identifies at-risk clients and allows them to

proactively develop retention plans for those clients

Unsecured Lending: Initiative launched with good initial

customer responses; early read on performance is positive

Business Banking Share of Wallet:

Realignment of salesforce

complete; executing on plans to deepen relationships

Expense initiatives 

Target ~$55-$65 million

Consumer Efficiencies: First phase of streamlining non-revenue

staff is complete; focus on branch optimization and efficiencies

in the mortgage business

Commercial Efficiencies: Streamlining end-to-end processing

and portfolio management; actions are largely complete

Functional Efficiencies: Good progress on reengineering

processes; streamlining forecasting and reporting in finance

and recruiting and training in HR

Fraud:

Project underway; initial focus on improving algorithms

and enhancing chargeback processes

Expense initiatives 

Target ~$55-$65 million

Consumer Efficiencies: First phase of streamlining non-revenue

staff is complete; focus on branch optimization and efficiencies

in the mortgage business

Commercial Efficiencies: Streamlining end-to-end processing

and portfolio management; actions are largely complete

Functional Efficiencies: Good progress on reengineering

processes; streamlining forecasting and reporting in finance

and recruiting and training in HR

Fraud:

Project underway; initial focus on improving algorithms

and enhancing chargeback processes

Tax efficiencies 

Target ~$20 million

(3)

Tax-Rate Optimization: Aligning tax rate to peer levels;

beginning to see benefit in 3Q16; seeing strength in investment

and historic tax credits

Tax efficiencies 

Target ~$20 million

(3)

Tax-Rate Optimization: Aligning tax rate to peer levels;

beginning to see benefit in 3Q16; seeing strength in investment

and historic tax credits

Launched mid 2015 —

On track to deliver

$100 -$105 million annual pre-tax benefit by end of 2016

Launched mid 2016 —

Targeted run-rate

benefit of $100-$115 million by end of 2017

9

Tapping Our Potential (TOP) programs remain on track

Self funding necessary investments through our efficiency initiatives

1)

Represents opportunities per product specialist as of October 2016 vs. March 2015.

2)

Improved lending revenue and IRP (interest-rate products) pricing, as well as improved lending revenue on in-scope deals,  which exclude syndicated transactions, select franchise finance

customers, asset-based lending deals and letters of credit.”

3)

~$20 million pre-tax benefit; noninterest income pre-tax impact ~($20) million; tax expense benefit of ~$40 million on a pre-tax equivalent basis.

13.9%

12.9%

11.8%

11.3%

11.0%

3Q13

3Q14

3Q15

3Q16

Target

2Q17

10

Prudently deploying excess capital to further enhance returns

1)

Target

2016

CCAR

window

implied

payout

ratio

based

on

CFG

GAAP

net

income

for

3Q16,

4Q16-2Q17

S&P

CapitalIQ

consensus

estimates

for

CFG

GAAP

net

income

as

of

11/11/16

and

2016

CCAR

Plan

capital

actions.

Periods prior to 2015 represent tier 1 common equity ratios.

CET1 ratio of 11.3% versus 10.3% peer average offers

significant flexibility

Glide path down permits both strong loan growth and capital

returns to shareholders

Favorable 2016 CCAR results further support our capital

normalization plan and CET1 glide path

2016 Capital Plan includes $690 million in common

share repurchases; ability to increase dividend 17%

in 1Q17

In 3Q16, repurchased $250 million of common shares

at an average price of $22.60; returned $313 million to

shareholders, including common dividends

Highest post-stress CET1 minimum relative to peers

Lower-than-peer average CET1 erosion and total loan

loss rate under stress

Second consecutive non-objection

Tactical Priorities

Payout-composition objectives

Target 25-30% dividend payout

Continue to repurchase shares all four quarters,

while being sensitive to valuation

Limit preferred issuance until ROTCE improves

Capital-normalization strategy represents prudent

CET1

glide path, though still above peer targets

CET1 ratio

2016 CCAR

Window

Implied

Payout Ratio

of 91%

(1)

RBS sell down

completed

(2)

2)

Market expects…

Market expects…

Potential impact

Potential impact

Higher likelihood of fiscal stimulus

Higher likelihood of fiscal stimulus

11

Potential benefits from U.S. election results

Greater economic activity, demand

for loans and services

Greater economic activity, demand

for loans and services

Still early days!

Steepening of yield curve; greater

confidence in Fed short rate hike

Steepening of yield curve; greater

confidence in Fed short rate hike

Corporate tax reform

Corporate tax reform

Less and more effective regulation

Less and more effective regulation

Individual tax reduction

Individual tax reduction

Benefit to NIM, though less

refinancing opportunity; no

short-term impact on credit costs

Benefit to NIM, though less

refinancing opportunity; no

short-term impact on credit costs

More economic activity; lower

corporate tax rate

More economic activity; lower

corporate tax rate

More economic activity

More economic activity

Potential flexibility on capital,

expense base

Potential flexibility on capital,

expense base

12

Key messages

12

Will continue to stay focused on execution of turnaround plan

Positioned for continued momentum in 4Q16 and 2017

Key to financial results is to grow the balance sheet smartly with continued focus on building out fee

businesses and delivering positive operating leverage

Citizens delivered strong results in 3Q16

Financial results continue to improve and meet expectations. Strong EPS growth, robust operating leverage,

improving efficiency ratio, active capital management

Adjusted ROTCE

(1)

of 8.0%, up from 4.3% three years ago in 3Q13; 3.7% improvement with no rate benefit

Delivering against strategic initiatives with strong growth in Capital Markets and improving results in

Mortgage Banking

Continued execution on balance sheet optimization strategies providing underlying strength and momentum

Capital and credit position remain strong

Peer-leading CET1 ratio permits both strong loan growth and returns to shareholders

Pro-growth U.S. economic policies could provide a tailwind, but we will remain focused on what we can control

1) Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their

calculation and/or reconciliation to GAAP Financial Measures, as applicable. Adjusted results exclude restructuring charges, special items and/or notable items, as applicable. Where disclosed, peer

results adjusted for similar unusual or special revenue, expense and acquisition items.

Appendix

13

Driving revenue improvement

Consumer Banking

Deposits

$70.5

$70.9

$70.9

$71.9

$72.1

2.3%

14

$s in billions

Delivering on a multi-year targeted growth strategy

–

Continuing to leverage “Bank Better” initiatives

to drive primary household growth

–

Utilizing segmentation strategies to attract,

retain and deepen customer relationships

–

Driving product innovation and marketing

strategies: Platinum mass affluent offering,

Citizens Checkup, iUp, Education Refinance Loans

Combining analytics and targeting capabilities with

customized product and service offerings to

improve customer acquisition and

cross-sell outcomes

Driving continued improvement in fee income

growth opportunities such as mortgage and wealth

–

Enhancing onboarding and talent management

processes to improve retention 

Continuing to improve efficiency and effectiveness

of branch network and evolve distribution to better

meet our customers’ needs as their expectations

and behaviors change

(2.6)%

11.7%

Growth

rate

Strong loan growth

(1)

Growth driven by strong loan growth, NIM expansion, and investment in talent, infrastructure,

product and advisory capabilities

(7.4)%

71.9%

Growth

rate

2.2%

17.2%

(3.3)%

8.3%

0.9%

Noninterest income

growth excluding card

reward impact

(2)

8.6%

$s in millions

Revenue growth excluding card reward impact

(2)

Efficiency ratio excluding card reward impact

(2)

78.5%

$51.6

$52.5

$53.5

$54.0

$55.0

3Q15

4Q15

1Q16

2Q16

3Q16

Home equity

Auto

Mortgage

Student

Business banking

Other

Efficiency ratio

(2)

78.6%

Noninterest income

Net interest income

3Q15

4Q15

1Q16

2Q16

3Q16

78.7%

78.9%

78.1%

77.0%

76.5%

$791

$791

$789

$821

$850

1)

Excludes Consumer loans held for sale.

2)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their calculation and/or reconciliation to GAAP Financial Measures, as applicable.

Adjusted results exclude restructuring charges, special items and/or notable items, as applicable. Where disclosed, peer results adjusted for similar unusual or special revenue, expense and acquisition items. 

Large wealth opportunity with focused strategy to pursue

1)

Source: Company 3Q16 10-Q filings, which utilize Company-disclosed fees. PNC comprises trust income, which equates to asset management and trust; KEY comprises trust income, which equates to

trust and investment services income; MTB & USB comprise trust income; CFG, RF comprise trust and investment services fees; FITB, & STI comprise trust income, which equates to trust and

investment management income + trust income + fees and commissions + fiduciary trust; BBT comprises trust income, which equates to trust and investment advisory revenue; CMA comprises trust

income, which equates to trust fees.

15

Accelerate the growth of clients into our value proposition in order to deepen product

penetration and share of wallet and drive fee income growth

Strategy

Scaling advisor base to opportunity and

enhancing alignment between Bankers & FCs

Platinum

Premier

Private

Designing products and experiences tailored to

target segments

Launched “Platinum” offering in 2016 for

mass affluent segment

Tailoring loan, deposit and

investment products to

customer segments

Strengthening sales processes to drive towards

an integrated advisory model and more

managed accounts

360°

view of the customer

Citizens Checkup/Retirement Checkup

Dedicated Premier RM/FC partnerships

(50 teams by year end)

Developing digital investment solutions

Primary Focus

Opportunity to drive fee income growth

(Wealth

Fees/Average

Earning

Assets

(1)

)

0.48%

0.48%

0.48%

0.41%

0.39%

0.37%

0.33%

0.32%

0.32%

0.14%

0.12%

KEY

PNC

MTB

USB

RF

Peer

avg

STI

FITB

CMA

BBT

CFG

Deposits

$24.6

$24.6

$24.8

$25.1

$27.8

13.0%

Commercial Banking –

Solid track record of delivering organic growth

16

1)

Includes Business Capital, Govt. & Professional Banking, Corporate Finance & Global Markets, Treasury Solutions, Corporate and Commercial Banking Admin; excludes loans held for sale.

2)

Thomson Reuters LPC, ranking based on number of deals for Overall Middle Market (defined as Borrower Revenues < $500MM and Deal Size < $500MM).

3)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their calculation and/or reconciliation to GAAP

Financial Measures, as applicable. Adjusted results exclude restructuring charges, special items and/or notable items, as applicable. Where disclosed, peer results adjusted for similar unusual or special revenue, expense and acquisition

items.

$s in billions

Driving revenue improvement

Delivering on a multi-year growth strategy

–

Focus on enhancing product and service capabilities

with selective extension into attractive growth areas

–

Mid-corporate and Industry Verticals, Franchise

Finance and previously underpenetrated

Commercial Real Estate

–

Investing in key infrastructure and technology platforms

–

Scalable, compliant, industry standard solutions for

loan originations, servicing, syndications, foreign

exchange, interest rate products and

market-risk systems

Commitment to uptiering leadership and talent

–

Added ~91 professionals with industry, corporate

finance, capital markets, sales & trading and leveraged

finance expertise since YE 2012

Continue to drive growth in lead client relationships with

25% CAGR since 2010

–

Consistent Top 10 Overall Middle Market loan

syndications league table status during past 10

quarters,

up

from

#15

in

2009

(2);

#5

in

3Q16

23.0%

9.4%

Growth

rate

Strong loan growth

(1)

Growth driven by robust loan and deposit growth, investment in talent, and broadening of capabilities

(0.1)%

13.2%

Growth

rate

16.1%

-2.8%

35.9%

37.8%

(1)

Middle Market

Asset Finance

CRE

Mid-corporate

Franchise Finance

Industry Verticals

$41.8

Other

14.9%

$42.5

$46.5

$45.9

$43.8

$s in millions

3Q15

4Q15

1Q16

2Q16

3Q16

$399

$408

$399

$436

$450

3Q15

4Q15

1Q16

2Q16

3Q16

Net interest income

Noninterest income

43.8%

Efficiency ratio

(3)

44.0%

46.7%

42.9%

40.2%

17

3+ products cross-sold

Middle Market and Mid-corporate

(2)

51%

73%

95%

Participant

JLA

Lead left

Global Markets

Capital and Global Markets fee income

1)

Syndication transactions where CFG is the Joint Lead Arranger or Lead Left Arranger/Total syndication transactions.

2)

Products defined as deposits, debt capital markets, cash management, corporate card, equity capital markets, foreign exchange, international cash management,

interest rate protection, loans, leases, standby letters of credit, trade, wealth management.

3)

As of December 31, 2015. Source: Company filings. Capital Markets fees defined as trading revenue, investment banking, advisory and underwriting fees. Peers includes BBT, CMA, KEY, MTB, RF and STI.

Leveraging strong relationships and experienced team through solutions-based orientation and

growing product and advisory capabilities

Corporate Finance professionals key to supporting

solutions-oriented model

Added 19 professionals in the past 28 months, resulting in

incremental fees by delivering expanded suite of Capital

and Global Markets capabilities

Proven strength in loan syndications

Lead relationships deliver more fee income and are

more profitable

Opportunity to drive improved client penetration by building

out advisory and fixed income capabilities

Gained broker/dealer capabilities in 1Q16, which provide

opportunity to capture CFG-sourced deal fees historically

shared with strategic partners, principally RBS

Ability to continue to drive enhanced penetration of existing

portfolio, particularly in proprietary middle market by

increasing cross sell to credit-only clients

Monetize credit growth of recent years

Expand suite of Corporate Finance solutions

Continued growth opportunities in Capital Markets

Capital Markets revenue potential

(FY 2015 Capital Markets fees/FY 2015 Average Commercial loans)

Peer

average

(3)

1.0%

0.9%

0.7%

0.5%

0.4%

0.2%

0.2%

0.1%

Regional

Peer 1

Regional

Peer 2

Regional

Peer 3

CFG

Regional

Peer 4

Regional

Peer 5

Regional

Peer 6

$s in millions

Every 0.1% of Capital Markets fees/loans improvement could

drive an estimated ~$50 million in annual fee income

$93

$114

$116

$154

$174

$177

2010

2011

2012

2013

2014

2015

IRP

FX

Capital Markets

Lead deals/

total deals

(1)

71%

71%

71%

79%

70%

73%

Treasury Solutions fee income up 14%  YTD in 2016 versus 2015 with

good momentum vs. estimated 2015 industry growth of ~2.5%

(3)

Recent investments in platform, products and customer-facing talent

providing underlying momentum

Improved go-to-market strategy and client-facing model with

uptiered

sales organization

Launched dedicated cards team

Improved customer experience through streamlined interaction and

operations transformation

Opportunity to drive improved cross-sell/client penetration

Differentiated product offerings for client segments, including

Franchise Finance and CRE

Deploying analytical tools to improve client usage/retention

Refined

segmentation

strategies

to

capture

more

Middle

Market

and

Mid-corporate clients

Currently underpenetrated with~1% share of an estimated

$40 billion revenue market

(3)

Achieving Treasury Solutions peer average could deliver

~$400 million in annual revenue given $44.8 billion CFG commercial

loan portfolio

Treasury Solutions opportunity

Investing to drive continued revenue growth with focus on improving client penetration and

market share

18

Cash Management cross-sell opportunity

(2)

53%

$s in millions

Treasury

Solutions

Commercial

Banking

fees

(1)

11.5%

3.3%

CAGR

Treasury Solutions revenue potential

(2015

NII

&

Fee

income/$1

billion

of

commercial

loans

(3)

)

Products utilized

$s in millions

$96

$103

$102

$107

$116

2011

2012

2013

2014

2015

Cash Management

Cards

47%

4%

10%

17%

14%

8%

None

1-2

3-4

5-6

7-8

9+

1) Cash Management includes Trade Fees. Cards includes Sponsorship Management. 2) Middle Market & Mid-corporate/Vertical client distribution by number of Cash Management products used. Treasury

Strategies, Inc. for benchmarks and public filings, estimate of 2015 market share of ~$40B revenue, NII and fees market based on benchmarks and public filings. TS peers include STI, FITB, PNC and USB. Treasury

Solutions revenue includes Treasury Management, Accounts Receivable, Payables, Procurement and related Risk and Financial Control activities. 2015 estimated growth rates based on fee income only.  3)

Treasury Strategies, Inc. for benchmarks and public filings, estimate of 2015 market share of ~$40B revenue, NII and fees-market based on benchmarks and public filings. TS peers include STI, FITB, PNC and USB.

Treasury Solutions revenue includes Treasury Management, Accounts Receivable, Payables, Procurement and related Risk and Financial Control activities. 2015 estimated growth rates based on fee income only.

$21

$21

$19

$18

$11

$9

Regional

Peer 1

Regional Regional

Peer 2

Peer 3

TS Peer Regional

Average

Peer 4

CFG

Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations

19

3Q16

3Q15

3Q16 Change from 3Q15

$/bps

%/bps

Noninterest income, adjusted:

Noninterest income (GAAP)

$435

$353

$82

23.2%

Less: Notable items

67

—

67

Noninterest income, adjusted (non-GAAP)

$368

$353

$15

4.2%

Total revenue, adjusted:

Total revenue (GAAP)

A

$1,380

$1,209

$171

14.1%

Less: Notable items

67

—

67

Total revenue, adjusted (non-GAAP)

B

$1,313

$1,209

$104

8.6%

Noninterest expense, adjusted:

Noninterest expense (GAAP)

C

$867

$798

$69

8.6%

Less: Notable items

36

—

36

Noninterest expense, adjusted (non-GAAP)

D

$831

$798

$33

4.1%

Net income, adjusted:

Net income (GAAP)

E

$297

$220

$77

35.0%

Add: Notable items, net of income tax expense (benefit)

(19)

—

(19)

Net income, adjusted (non-GAAP)

F

$278

$220

$58

26.4%

Net income available to common stockholders, adjusted:

Net income available to common stockholders (GAAP)

G

$290

$213

$77

36.2%

Add: Notable items, net of income tax expense (benefit)

(19)

—

(19)

Net income available to common stockholders, adjusted (non-GAAP)

H

$271

$213

$58

27.2%

Net

income

per

average

common

share

-

basic

and

diluted,

adjusted:

Average

common

shares

outstanding

-

basic

(GAAP)

I

Average

common

shares

outstanding

-

diluted

(GAAP)

J

Net

income

per

average

common

share

-

basic

(GAAP)

G/I

$0.56

$0.40

$0.16

Net

income

per

average

common

share

-

diluted

(GAAP)

G/J

0.56

0.40

0.16

Net

income

per

average

common

share

-

basic,

adjusted

(non-GAAP)

H/I

0.52

0.40

0.12

Net

income

per

average

common

share

-

diluted,

adjusted

(non-GAAP)

H/J

0.52

0.40

0.12

Operating leverage:

Total revenue (GAAP)

A

$1,380

$1,209

$171

14.14 %

Less: Noninterest expense (GAAP)

C

867

798

69

8.65

Operating leverage

5.49 %

549

bps

Operating leverage, adjusted:

Total revenue, adjusted (non-GAAP)

B

$1,313

$1,209

$104

8.60 %

Less: Noninterest expense, adjusted (non-GAAP)

D

831

798

33

4.14

Operating leverage, adjusted (non-GAAP)

4.46 %

446

bps

Efficiency ratio and efficiency ratio, adjusted:

Efficiency ratio

C/A

62.88 %

66.02 %

(314)

bps

Efficiency ratio, adjusted (non-GAAP)

D/B

63.31

66.02

(271)

bps

Adjusted –

excluding restructuring charges, special items and/or notable items

(dollars in millions, except per-share data)

(11,526,279)

(12,275,692)

530,985,255

533,398,158

519,458,976

521,122,466

Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations

20

QUARTERLY TRENDS

3Q16

3Q15

3Q16 Change from

3Q15

$/bps

Return on average tangible common equity and return on average tangible common equity, adjusted:

Average common equity (GAAP)

$19,810

$19,261

$549

Less: Average goodwill (GAAP)

6,876

6,876

—

Less: Average other intangibles (GAAP)

1

4

(3)

Add: Average deferred tax liabilities related to goodwill (GAAP)

509

453

56

Average tangible common equity

K

$13,442

$12,834

$608

Return on average tangible common equity

G/K

8.58 %

6.60 %

198

bps

Return on average tangible common equity, adjusted (non-GAAP)

H/K

8.02

6.60

142

bps

Return on average total assets and return on average total assets, adjusted:

Average total assets (GAAP)

L

$144,399

$135,103

$9,296

Return on average total assets

E/L

0.82 %

0.65 %

17

bps

Return on average total assets, adjusted (non-GAAP)

F/L

0.77

0.65

12

bps

Tangible book value per common share:

Common

shares

-

at

end

of

period

(GAAP)

M

518,148,345

527,636,510

(9,488,165)

Common stockholders' equity (GAAP)

$19,934

$19,353

$581

Less: Goodwill (GAAP)

6,876

6,876

—

Less: Other intangible assets (GAAP)

1

3

(2)

Add: Deferred tax liabilities related to goodwill (GAAP)

519

465

54

Tangible common equity

N

$13,576

$12,939

$637

Tangible book value per common share

N/M

$26.20

$24.52

$1.68

Adjusted –

excluding restructuring charges, special items and/or notable items

(dollars in millions, except per-share data)

Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations

21

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

2016

2016

2016

2015

2015

2015

2015

2014

2014

2014

2014

2013

2013

Total revenue, adjusted:

Total revenue (GAAP)

A

$1,380

$1,278

$1,234

$1,232

$1,209

$1,200

$1,183

$1,179

$1,161

$1,473

$1,166

$1,158

$1,153

Less: Special items

-

-

-

-

-

-

-

-

-

288

-

-

-

Less: Notable items

67

-

-

-

-

-

-

-

-

-

-

-

-

Total revenues, adjusted (non-GAAP)

B

$1,313

$1,278

$1,234

$1,232

$1,209

$1,200

$1,183

$1,179

$1,161

$1,185

$1,166

$1,158

$1,153

Noninterest expense, adjusted:

Noninterest expense (GAAP)

C

$867

$827

$811

$810

$798

$841

$810

$824

$810

$948

$810

$818

$788

Less: Restructuring charges and special items

-

-

-

-

-

40

10

33

21

115

-

26

-

Less: Notable items

36

-

-

-

-

-

-

-

-

-

-

-

-

Noninterest expense, adjusted (non-GAAP)

D

$831

$827

$811

$810

$798

$801

$800

$791

$789

$833

$810

$792

$788

Efficiency ratio and efficiency ratio,

adjusted:

Efficiency ratio

C/A

63%

65%

66%

66%

66%

70%

68%

70%

70%

64%

69%

71%

68%

Efficiency ratio, adjusted (non-GAAP)

D/B

63%

65%

66%

66%

66%

67%

68%

67%

68%

70%

69%

68%

68%

Net income per average common share -

diluted, and net income per average

common

share

-

diluted,

adjusted

Net income available to common

stockholders (GAAP)

G

$290

$243

$216

$221

$213

$190

$209

$197

$189

$313

$166

$152

$144

Add: Restructuring charges and special items,

net of income tax expense (benefit)

-

-

-

-

-

25

6

20

13

(108)

-

17

-

Add: Notable items, net of income tax

expense (benefit)

(19)

-

-

-

-

-

-

-

-

-

-

-

-

Net income available to common

stockholders, adjusted (non-GAAP)

H

$271

$243

$216

$221

$213

$215

$215

$217

$202

$205

$166

$169

$144

Average common shares outstanding -

diluted (GAAP)

J

521,122,466

530,365,203

530,446,188

530,275,673

533,398,158

539,909,366

549,798,717

550,676,298

560,243,747

559,998,324

559,998,324

559,998,324

559,998,324

Net income per average common share -

diluted

G/J

$0.56

$0.46

$0.41

$0.42

$0.40

$0.35

$0.38

$0.36

$0.34

$0.56

$0.30

$0.27

$0.26

Net income per average common share -

diluted, adjusted (non-GAAP)

H/J

0.52

0.46

0.41

0.42

0.40

0.40

0.39

0.39

0.36

0.37

0.30

0.30

0.26

Return on average tangible common equity

and return on average tangible common

equity, adjusted:

Average common equity (GAAP)

$19,810

$19,768

$19,567

$19,359

$19,261

$19,391

$19,407

$19,209

$19,411

$19,607

$19,370

$19,364

$19,627

Less: Average goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

Less: Average other intangibles (GAAP)

1

2

3

3

4

5

5

6

6

7

7

8

9

Add: Average deferred tax liabilities related

to goodwill (GAAP)

509

496

481

468

453

437

422

403

384

369

351

342

325

Average tangible common equity

K

$13,442

$13,386

$13,169

$12,948

$12,834

$12,947

$12,948

$12,730

$12,913

$13,093

$12,838

$12,822

$13,067

Return on average tangible common equity

G/K

8.58%

7.30%

6.61%

6.75%

6.60%

5.90%

6.53%

6.12%

5.81%

9.59%

5.24%

4.71%

4.34%

Return on average tangible common equity,

adjusted (non-GAAP)

H/K

8.02%

7.30%

6.61%

6.75%

6.60%

6.67%

6.73%

6.76%

6.22%

6.28%

5.24%

5.24%

4.34%

Adjusted –

excluding restructuring charges, special items and/or notable items

(dollars in millions, except per-share data)

Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations

22

Adjusted –

excluding restructuring charges, special items and/or notable items

(dollars in millions)

FOR THE THREE MONTHS ENDED

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

2016

2016

2016

2015

2015

Commercial Segment

Total revenue (GAAP)

O

$450

$436

$399

$408

$399

Noninterest expense (GAAP)

P

$181

$186

$187

$180

$175

Efficiency ratio

P/O

40.2%

42.9%

46.7%

44.0%

43.8%

Consumer Segment

Noninterest income, adjusted for card reward accounting change:

Noninterest income (GAAP)

$229

$219

$208

$226

$235

Less: Card reward accounting change

-

-

-

8

8

Noninterest income, adjusted for card reward accounting change (non-GAAP)

$229

$219

$208

$218

$227

Total revenue, adjusted for card reward accounting change:

Total revenue (GAAP)

Q

$850

$821

$789

$791

$791

Less: Card reward accounting change

-

-

-

8

8

Total revenues, adjusted for card reward accounting change (non-GAAP)

S

$850

$821

$789

$783

$783

Noninterest expense, adjusted for card reward accounting change:

Noninterest expense (GAAP)

R

$650

$632

$616

$624

$623

Less: Card reward accounting change

-

-

-

8

8

Noninterest expense, adjusted for card reward accounting change (non-GAAP)

T

$650

$632

$616

$616

$615

Efficiency ratio

R/Q

76.5%

77.0%

78.1%

78.9%

78.7%

Efficiency Ratio, excluding card reward accounting change  (non-GAAP)

T/S

76.5%

77.0%

78.1%

78.6%

78.5%

3Q16 vs. 3Q15

Noninterest Income Growth, excluding card reward accounting change  (non-GAAP)

0.9%

Revenue Growth, excluding card reward accounting change (non-GAAP)

8.6%

23