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): April 20, 2017

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)

One Citizens Plaza Providence, RI	02903
(Address of principal executive offices)	(Zip code)

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

Not Applicable

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

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

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

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

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

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

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 April 20, 2017, Citizens Financial Group, Inc. issued a press release reporting first quarter 2017 earnings and posted on its website the press release, an earnings release presentation, and a financial supplement. Copies of the press release, earnings release presentation, and financial supplement are being furnished as Exhibits 99.1, 99.2 and 99.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated April 20, 2017
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued April 20, 2017
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: April 20, 2017

EXHIBIT INDEX

Exhibit Number	Description
99.1	Citizens Financial Group, Inc. press release dated April 20, 2017
99.2	Citizens Financial Group, Inc. earnings release presentation issued April 20, 2017
99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2017

EX-99.1

Exhibit 99.1

Citizens Financial Group, Inc. Reports Record First Quarter Net Income of $320 Million

and Diluted EPS of $0.61

Results include a $23 million benefit, or $0.04 per diluted common share, related to

settlement of certain state tax matters

First quarter 2017 net income up 43% and diluted EPS up 49% versus year-ago quarter

ROTCE of 9.7% in first quarter 2017 with 7% positive operating leverage year over year*

PROVIDENCE, RI (April 20, 2017) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported first quarter net income of $320 million, up 43% from $223 million in first quarter 2016 with earnings per diluted common share of $0.61, up 49% from $0.41 per diluted common share in first quarter 2016. Compared with fourth quarter 2016, net income increased 13% from $282 million and earnings per diluted common share increased 11% from $0.55. First quarter 2017 results include a $23 million benefit, or $0.04 per diluted common share, related to the settlement of certain state tax matters. First quarter 2017 Return on Average Tangible Common Equity (“ROTCE”)* of 9.7% improved from 8.4% in fourth quarter 2016 and 6.6% in first quarter 2016.

On an Underlying basis*, excluding the benefit of the state tax settlement, first quarter 2017 net income of $297 million was up 5% versus fourth quarter 2016 and 33% versus first quarter 2016. First quarter 2017 earnings per diluted share of $0.57 was up 4% versus fourth quarter 2016 and 39% versus first quarter 2016. First quarter 2017 ROTCE of 9.0% improved by 0.6% relative to fourth quarter 2016, and 2.4% relative to first quarter 2016.

“We are pleased to report another very strong quarter marking continued progress in executing on our strategic initiatives,” said Chairman and Chief Executive Officer Bruce Van Saun. “We are firing on all cylinders, with strong loan and deposit growth, solid net interest margin expansion, excellent results in our fee based businesses, particularly in Capital Markets, Global Markets, and Wealth Management, and good control of expenses and credit costs. We also continue to deliver well on our broader stakeholder agenda, with further progress on customer satisfaction, colleague engagement and community impact. It’s great to get the year off to a strong start, and we remain confident in our full year outlook.”

Citizens also announced that its board of directors declared a second quarter cash dividend of $0.14 per common share. The dividend is payable on May 17, 2017 to shareholders of record at the close of business on May 3, 2017.

* Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this release for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017.

Citizens Financial Group, Inc.

First Quarter 2017 vs. Fourth Quarter 2016

Key Highlights

• First quarter highlights include an 11% increase in net income available to common stockholders, as 2% revenue growth was led by strong net interest income, reflecting continued loan growth and improved net interest margin. Results also reflect continued expense management discipline with nearly 1% positive operating leverage and a 50 basis point improvement in the efficiency ratio to 62%. Provision expense decreased by $6 million, as net charge-offs dropped back to 33 basis points of average loans. Results also reflect a 14% decrease in income tax expense driven by settlement of certain state tax matters.

• Tangible book value per common share of $26.02 increased 1%. Fully diluted average common shares outstanding decreased by 2.5 million.

Results

• Total revenue of $1.4 billion increased 2% with a 2% increase in net interest income and higher noninterest income led by strength in capital markets fees, card fees, and trust and investment services fees, despite the impact of seasonally lower service charges and fees.

• Net interest income of $1.0 billion increased $19 million, driven by 1.5% growth in average loans and leases and loans held for sale and a six basis point increase in net interest margin to 2.96%, partially offset by the $14 million impact of lower day count.

• Net interest margin improvement was driven by higher interest earning asset yields with improving loan mix towards higher-return assets, and the benefit of higher interest rates.

• Noninterest income of $379 million improved $2 million, driven by higher capital markets fees, card fees and trust and investment services fees, despite the impact of seasonality and lower day count across service charges and fees.

• Noninterest expense of $854 million increased 1%, primarily reflecting higher salaries and employee benefits expense given the impact of seasonally higher payroll taxes and 401(k) benefit costs. Results also reflect higher occupancy expense and a decrease in other operating expense, largely legal and regulatory costs, as well as lower outside services expense.

• Provision for credit losses of $96 million improved 6% as the impact of lower net charge-offs was more than offset by an increase in the reserve for unfunded commitments.

• Efficiency ratio improved 50 basis points to 62%; ROTCE of 9.7%, with ROTCE of 9.0% excluding the favorable impact of the settlement of certain state tax matters.*

Balance Sheet

• Average interest-earning assets increased $1.7 billion, or 1%, driven by continued loan growth.

• Average deposits increased $829 million, or 1%, reflecting growth in term, checking with interest and savings.

• Nonperforming loans and leases (“NPLs”) to total loans and leases ratio of 0.97% remained stable, reflecting a reduction in retail offset by an increase in commercial. Allowance coverage of NPLs of 117% compares with 118%.

• Net charge-offs of 33 basis points decreased six basis points from higher fourth quarter levels, which included the impact of a methodology change in auto, reflecting improvement in retail.

• Robust capital strength with a common equity tier 1 (“CET1”) risk-based capital ratio of 11.2%.

• Repurchased 3.4 million shares of common stock in the quarter; as of March 31, 2017, had completed three quarters of the 2016 CCAR Capital plan with purchases of 20.7 million shares at a weighted-average price per share of $27.01, and including common dividends, return of $756 million to shareholders.

2

Citizens Financial Group, Inc.

First Quarter 2017 vs. First Quarter 2016

Key Highlights

• First quarter results reflect a 45% increase in net income available to common stockholders, led by revenue growth of 12%, with strength in net interest income given 8% average loan growth and a ten basis point increase in net interest margin, as well as noninterest income growth of 15%.

• Continued strong focus on top-line growth and expense management helped drive positive operating leverage of 7%, a four percentage point improvement in the efficiency ratio and more than a three percentage point improvement in ROTCE, while continuing to reinvest in technology and business initiatives to improve our products and services and drive future growth.*

• Provision expense increased by $5 million, largely reflecting the continued return to more normalized net charge-off levels.

• Results also reflect a 6.5% reduction in the income tax rate driven by the settlement of certain state tax matters.

• Fully diluted average common shares outstanding decreased by 19.1 million.

Results

• Total revenue of $1.4 billion increased $150 million, or 12%, reflecting solid net interest income and noninterest income growth.

• Net interest income increased 11% given 8% average loan growth and a ten basis point improvement in net interest margin.

• Net interest margin of 2.96% reflects improved loan yields, driven by higher rates and balance sheet optimization initiatives, partially offset by investment portfolio growth and higher deposit costs.

• Noninterest income increased 15%, driven by strength in capital markets, card fees, foreign exchange and interest rate products and mortgage banking fees.

• Noninterest expense increased 5%, driven by higher salaries and employee benefits related to higher payroll taxes and 401(k) benefit costs, largely tied to a change in the timing of incentive payments, higher revenue-based incentives and increases in other categories given continued investments in the franchise, as well as higher FDIC insurance, fraud and regulatory costs.

• Provision for credit losses increased $5 million, or 5%, as the impact of higher commercial net charge-offs, largely commodities-related credits and an increase in the reserve for unfunded commitments were partially offset by a reduction in retail real-estate secured net charge-offs.

• ROTCE* of 9.7% improved by 3.1%. Excluding the impact related to settlement of certain state tax matters, ROTCE of 9.0% improved by 2.4%.

Balance Sheet

• Average interest-earning assets increased $10.2 billion, or 8%, driven by 8% loan growth and a 9% increase in the investment portfolio.

• Average deposits increased $8.0 billion, or 8%, on strength in checking with interest, term, money market and demand deposits.

• NPLs to total loans and leases ratio of 0.97% improved from 1.07%, as an underlying reduction in retail nonperforming loans more than offset an increase in commercial nonperforming loans, largely commodities-related credits. Allowance coverage of NPLs of 117% compares with 113%.

• Net charge-offs of 33 basis points of loans were stable with the prior-year quarter, reflecting continued improvement in retail, partially offset by an increase in commercial that represents continued normalization from lower charge-off levels.

3

Citizens Financial Group, Inc.

Update on Plan Execution

Consumer Banking

• Performance paced by solid loan growth with continued traction in education, mortgage and unsecured retail, along with increased loan yields, reflecting improving mix and higher rates.

• Wealth management business continues to build scale and add capabilities, with fee income growth up 13% versus fourth quarter 2016. Positive trend continues in migrating sales mix from transaction to fee-based sales.

• Mortgage loan officer recruiting continues to track well, with an increase of 22 mortgage loan officers in the quarter to 560.

• We continue to see strong momentum in our efforts to use the Citizens Checkup program to build and deepen relationships with our Consumer customers. Customer satisfaction remains high and program metrics continue to track well against expectations.

Commercial Banking

• Very strong year-over-year performance across our fee-based activities led by Capital Markets, Foreign Exchange and Interest Rate Products, demonstrates the quality, strength and potential of our Commercial business model.

• Continue to grow our balance sheet and add new customers, with 10% average loan growth from the year-ago quarter, reflecting strength in Commercial Real Estate, Mid-corporate and Middle Market, Franchise Finance and Industry Verticals. In addition, average deposit growth was 17% versus the prior-year quarter. Continue to add coverage bankers to expand expertise in industry groups and to extend geographic reach.

Efficiency and balance sheet optimization strategies

• Tapping Our Potential (“TOP”) III continues to deliver benefits and is on track to meet targeted pre-tax revenue and expense run-rate benefits of $100 million to $115 million, including $20 million of tax benefits in 2017. Have commenced efforts on TOP IV.

• Initiatives to shift loan portfolio mix to higher-return categories continue to deliver benefits. Focused on initiatives to gather lower-cost deposits and minimize funding costs.

4

Citizens Financial Group, Inc.

Earnings highlights										1Q17 change from
($s in millions, except per share data)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Earnings
Net interest income	$	1,005		$	986		$	904		$	19			2	%	$	101			11	%
Noninterest income		379			377			330			2			1			49			15
Total revenue		1,384			1,363			1,234			21			2			150			12
Noninterest expense		854			847			811			7			1			43			5
Pre-provision profit		530			516			423			14			3			107			25
Provision for credit losses		96			102			91			(6	)		(6	)		5			5
Net income		320			282			223			38			13			97			43
Preferred dividends		7			—			7			7			100			—			—
Net income available to common stockholders		313			282			216			31			11			97			45
Average common shares outstanding
Basic (in millions)		509.5			512.0			528.1			(2.6	)		(1	)%		(18.6	)		(4	)%
Diluted (in millions)		511.3			513.9			530.4			(2.5	)		—			(19.1	)		(4	)
Diluted earnings per share	$	0.61		$	0.55		$	0.41		$	0.06			11		$	0.20			49
Key performance metrics*
Net interest margin		2.96	%		2.90	%		2.86	%		6	bps					10	bps
Effective income tax rate		26.4			31.9			32.9			(554	)					(651	)
Efficiency ratio		62			62			66			(50	)					(398	)
Return on average common equity		6.5			5.7			4.5			82						207
Return on average tangible common equity		9.7			8.4			6.6			125						307
Return on average total assets		0.87			0.76			0.65			11						22
Return on average total tangible assets		0.91	%		0.79	%		0.68	%		12	bps					23	bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		11.2	%		11.2	%		11.6	%
Total capital ratio		14.0			14.0			15.1
Tier 1 leverage ratio		9.9	%		9.9	%		10.4	%
Asset quality(2)
Total nonperforming loans and leases as a % of total loans and leases		0.97	%		0.97	%		1.07	%		—	bps					(10	)bps
Allowance for loan and lease losses as a % of loans and leases		1.13			1.15			1.21			(2	)					(8	)
Allowance for loan and lease losses as a % of nonperforming loans and leases		117			118			113			(172	)					317
Net charge-offs as a % of average loans and leases		0.33	%		0.39	%		0.33	%		(6	)bps					—	bps

1) Current reporting-period regulatory capital ratios are preliminary. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019.

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

5

Citizens Financial Group, Inc.

Discussion of Results:

First quarter 2017 net income available to common stockholders of $313 million increased $31 million, or 11%, versus fourth quarter 2016, and diluted EPS of $0.61 increased $0.06, or 11%. First quarter 2017 results reflect the impact of a $23 million, or $0.04 EPS benefit, related to the settlement of certain state tax matters. First quarter 2017 EPS reflects a 2.5 million reduction in fully diluted average common shares outstanding.

Compared with first quarter 2016 levels, net income available to common stockholders increased $97 million, or 45%, as the benefit of 12% increase in revenue and a reduction in income taxes was partially offset by a 5% increase in noninterest expense and provision for credit losses. Diluted EPS of $0.61 increased $0.20, or 49%, reflecting net income growth and a 19.1 million reduction in average fully diluted shares outstanding.

Net interest income										1Q17 change from
($s in millions)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	997		$	968		$	872		$	29			3	%	$	125			14	%
Investment securities		160			152			145			8			5			15			10
Interest-bearing deposits in banks		3			2			2			1			50			1			50
Total interest income	$	1,160		$	1,122		$	1,019		$	38			3	%	$	141			14	%
Interest expense:
Deposits		86			76			60			10			13	%		26			43	%
Federal funds purchased and securities sold under agreements to repurchase		1			—			1			1			100			—			—
Other short-term borrowed funds		8			7			11			1			14			(3	)		(27	)
Long-term borrowed funds		60			53			43			7			13			17			40
Total interest expense	$	155		$	136		$	115		$	19			14	%	$	40			35	%
Net interest income	$	1,005		$	986		$	904		$	19			2	%	$	101			11	%
Net interest margin		2.96	%		2.90	%		2.86	%		6	bps					10	bps

Net interest income of $1.0 billion increased $19 million, or 2%, from fourth quarter 2016, given a 1.5% increase in average loans and leases and loans held for sale and a six basis point improvement in net interest margin, which were partially offset by the impact of lower day count of $14 million. The improvement in net interest margin reflects the benefit of higher commercial and consumer loan yields given higher interest rates and continued portfolio mix shift towards higher-return assets, as well as improved investment yields, partially offset by higher funding costs.

Compared to first quarter 2016, net interest income increased $101 million, or 11%, reflecting 8% average loan growth and a ten basis point improvement in net interest margin. The improvement in net interest margin reflects the benefit of higher commercial and consumer loan yields given higher interest rates and balance sheet optimization initiatives, partially offset by the impact of securities portfolio growth and higher deposit and funding costs.

6

Citizens Financial Group, Inc.

Noninterest Income							1Q17 change from
($s in millions)	1Q17		4Q16		1Q16		4Q16						1Q16
							$			%			$			%
Service charges and fees	$	125	$	132	$	126	$	(7	)		(5	)%	$	(1	)		(1	)%
Card fees		60		50		50		10			20			10			20
Capital markets fees		48		37		25		11			30			23			92
Trust and investment services fees		39		34		37		5			15			2			5
Letter of credit and loan fees		29		29		27		—			—			2			7
Foreign exchange and interest rate products		27		31		18		(4	)		(13	)		9			50
Mortgage banking fees		23		36		18		(13	)		(36	)		5			28
Securities gains, net		4		3		9		1			33			(5	)		(56	)
Other income(1)		24		25		20		(1	)		(4	)		4			20
Noninterest income	$	379	$	377	$	330	$	2			1	%	$	49			15	%

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

Noninterest income of $379 million improved $2 million from fourth quarter 2016, reflecting an increase in capital markets fees, card fees and trust and investment services fees, partially offset by a reduction in mortgage banking fees and the impact of seasonality and lower day count on service charges and fees. Service charges and fees decreased $7 million, reflecting the impact of seasonality and lower day count. Card fees increased $10 million, reflecting revised contract terms commencing this quarter for core processing fees, and a reduction in card reward expense which more than offset the impact of seasonally lower purchase volumes. Capital markets fees increased $11 million, driven by strong results in loan syndications, bond underwriting and advisory fees. Trust and investment services fees increased $5 million driven by higher sales volume given increased wealth advisory staffing. Foreign exchange and interest rate products income decreased $4 million from strong fourth quarter levels. Mortgage banking fees decreased $13 million from fourth quarter levels that included improved mortgage servicing rights (“MSR”) valuations and higher origination volumes.

Noninterest income improved $49 million, or 15%, from first quarter 2016 levels, driven by strength in capital markets fees, card fees, foreign exchange and interest rate products income and improved mortgage banking fees. Service charges and fees remained relatively stable despite one fewer day in the quarter. Card fees increased $10 million as the benefit of revised contract terms commencing this quarter for core processing fees, and a reduction in card reward expense was partially offset by lower out-of-network ATM fees. Capital markets fees increased $23 million, reflecting strength in loan syndications and underwriting fees given strong market volume and expanded capabilities. Trust and investment services fees improved, reflecting an increase in investment sales and growth in client-asset levels. Foreign exchange and interest rate products income increased $9 million, or 50%, reflecting strong client hedging activity and expanded capabilities. Mortgage banking fees increased $5 million, reflecting improved MSR valuations and higher origination volumes given the increase in loan officers. Securities gains decreased $5 million.

7

Citizens Financial Group, Inc.

Noninterest expense							1Q17 change from
($s in millions)	1Q17		4Q16		1Q16		4Q16						1Q16
							$			%			$		%
Salaries and employee benefits	$	444	$	420	$	425	$	24			6	%	$	19		4	%
Outside services		91		98		91		(7	)		(7	)		—		—
Occupancy		82		77		76		5			6			6		8
Equipment expense		67		69		65		(2	)		(3	)		2		3
Amortization of software		44		44		39		—			—			5		13
Other operating expense		126		139		115		(13	)		(9	)		11		10
Noninterest expense	$	854	$	847	$	811	$	7			1	%	$	43		5	%

Noninterest expense of $854 million increased $7 million, or 1%, from fourth quarter 2016, driven by higher salaries and employee benefits expense given the impact of seasonally higher payroll taxes and 401(k) benefit costs. Results also reflect higher occupancy expense and a decrease in other expense and outside services expense. Outside services expense decreased $7 million, largely reflecting the impact of our ongoing efficiency initiatives. Occupancy expense increased $5 million, reflecting costs associated with branch rationalization and seasonally higher maintenance costs. Other expense decreased $13 million, largely reflecting lower insurance, fraud and regulatory costs.

Compared with first quarter 2016, noninterest expense increased $43 million, or 5%, driven by higher payroll taxes and 401(k) benefit costs tied to a change in the timing of incentive payments, as well as higher revenue-based incentives. Occupancy expense increased $6 million, driven by branch rationalization costs. Amortization of software expense increased $5 million, reflecting the impact of technology investments. Other expense increased $11 million, related to higher FDIC insurance expense and higher fraud and regulatory costs.

The effective tax rate for first quarter 2017 of 26.4% compares with 31.9% in fourth quarter 2016 and 32.9% in first quarter 2016. First quarter 2017 results reflect the impact of a $23 million, or 5.2 per cent, rate benefit related to the settlement of certain state tax matters.

Consolidated balance sheet review(1)										1Q17 change from
($s in millions)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Total assets	$	150,285		$	149,520		$	140,077		$	765			1	%	$	10,208			7	%
Loans and leases and loans held for sale		108,780			108,294			101,742			486			—			7,038			7
Deposits		112,112			109,804			102,606			2,308			2			9,506			9
Average interest-earning assets (quarterly)		136,410			134,758			126,165			1,652			1			10,245			8
Stockholders’ equity		19,847			19,747			19,965			100			1			(118	)		(1	)
Stockholders’ common equity		19,600			19,499			19,718			101			1			(118	)		(1	)
Tangible common equity	$	13,258		$	13,154		$	13,333		$	104			1	%	$	(75	)		(1	)%
Loan-to-deposit ratio (period-end)(2)		97.0	%		98.6	%		99.2	%		(159	)bps					(213	)bps
Common equity tier 1 capital ratio(3)		11.2			11.2			11.6
Total capital ratio(3)		14.0	%		14.0	%		15.1	%

1) Represents period end unless otherwise noted.

2) Includes loans held for sale.

3) Current reporting period regulatory capital ratios are preliminary. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019.

Total assets of $150.3 billion increased $765 million, or 1%, from December 31, 2016, driven by a $660 million increase in investment portfolio assets and a $486 million increase in loans and leases and loans held for sale, partially offset by a $393 million reduction in other non-earning assets, largely derivatives tied to a change in the classification of margin payments. Compared with March 31, 2016, total assets increased $10.2 billion, or 7%, driven by a $7.0 billion increase in loans and leases and loans held for sale, as well as a $3.9 billion increase in investment portfolio assets, partially offset by a $681 million reduction in other non-earning assets, largely derivatives tied to a change in the classification of margin payments.

8

Citizens Financial Group, Inc.

Average interest-earning assets of $136.4 billion in first quarter 2017 increased $1.7 billion, or 1%, from the prior quarter, driven by a $1.0 billion increase in commercial loans and leases, a $529 million increase in retail loans and a $94 million increase in investment portfolio assets. Compared to first quarter 2016, average interest-earning assets increased $10.2 billion, or 8%, driven by commercial loan growth of $5.0 billion, retail loan growth of $2.8 billion and a $2.2 billion increase in investment portfolio assets, including a $1.9 billion increase in securities and a $290 million increase in interest-bearing cash.  

Interest-earning assets							1Q17 change from
($s in millions)	1Q17		4Q16		1Q16		4Q16						1Q16
							$			%			$			%
Period-end interest-earning assets
Investments and interest-bearing deposits	$	29,458	$	28,798	$	25,607	$	660			2	%	$	3,851			15	%
Commercial loans and leases		51,892		51,651		47,972		241			—			3,920			8
Retail loans		56,219		56,018		53,019		201			—			3,200			6
Total loans and leases		108,111		107,669		100,991		442			—			7,120			7
Loans held for sale, at fair value		448		583		365		(135	)		(23	)		83			23
Other loans held for sale		221		42		386		179			NM			(165	)		(43	)
Total loans and leases and loans held for sale		108,780		108,294		101,742		486			—			7,038			7
Total period-end interest-earning assets	$	138,238	$	137,092	$	127,349	$	1,146			1	%	$	10,889			9	%
Average interest-earning assets
Investments and interest-bearing deposits	$	27,761	$	27,667	$	25,548	$	94			—	%	$	2,213			9	%
Commercial loans and leases		52,034		51,032		47,043		1,002			2			4,991			11
Retail loans		56,031		55,502		53,219		529			1			2,812			5
Total loans and leases		108,065		106,534		100,262		1,531			1			7,803			8
Loans held for sale, at fair value		510		551		306		(41	)		(7	)		204			67
Other loans held for sale		74		6		49		68			NM			25			51
Total loans and leases and loans held for sale		108,649		107,091		100,617		1,558			1			8,032			8
Total average interest-earning assets	$	136,410	$	134,758	$	126,165	$	1,652			1	%	$	10,245			8	%

Period-end investments and interest-bearing deposits of $29.5 billion as of March 31, 2017 increased $660 million, or 2%, compared with December 31, 2016, reflecting a $386 million increase in securities and a $274 million increase in cash positions. Compared with March 31, 2016, investments and interest-bearing deposits increased $3.9 billion, or 15%, including a $1.9 billion increase in securities and $1.9 billion increase in cash and equivalents. At the end of first quarter 2017, the average effective duration of the securities portfolio increased to 4.4 years compared with 4.3 years at December 31, 2016 and 2.9 years at March 31, 2016, reflecting the impact of higher long-term rates, which reduced mortgage security prepayment speeds.

Period-end loans and leases of $108.1 billion at March 31, 2017 increased $442 million, or 0.4%, from $107.7 billion at December 31, 2016 and increased $7.1 billion, or 7%, from $101.0 billion at March 31, 2016. The linked-quarter change was driven by a $241 million increase in commercial loans and leases and a $201 million increase in retail loans. The change from the prior-year period reflects a $3.9 billion increase in commercial loans and leases and a $3.2 billion increase in retail loans.

Average loans and leases increased $1.5 billion, or 1.5%, from fourth quarter 2016, reflecting a $1.0 billion increase in commercial loans and leases and a $529 million increase in retail loans. Commercial loan and lease growth was largely driven by strength in Commercial Real Estate, Mid-corporate and Middle Market, Franchise Finance and Industry Verticals. Retail loan growth reflects strength in education, mortgage and other unsecured retail loans, partially offset by lower home equity and auto balances.

9

Citizens Financial Group, Inc.

Compared with first quarter 2016, average loans and leases of $108.1 billion increased $7.8 billion, or 8%, reflecting a $5.0 billion increase in commercial loans and leases and a $2.8 billion increase in retail loans. Commercial loan and lease growth was driven by strength in Mid-corporate and Middle Market, Commercial Real Estate, Franchise Finance and Industry Verticals. Retail loan growth was driven by education, mortgage and other unsecured retail, partially offset by lower home equity balances.

Deposits							1Q17 change from
($s in millions)	1Q17		4Q16		1Q16		4Q16						1Q16
							$			%			$		%
Period-end deposits
Demand deposits	$	27,713	$	28,472	$	27,186	$	(759	)		(3	)%	$	527		2	%
Checking with interest		21,913		20,714		18,706		1,199			6			3,207		17
Savings		9,441		8,964		8,748		477			5			693		8
Money market accounts		37,833		38,176		35,513		(343	)		(1	)		2,320		7
Term deposits		15,212		13,478		12,453		1,734			13			2,759		22
Total period-end deposits	$	112,112	$	109,804	$	102,606	$	2,308			2	%	$	9,506		9	%
Average deposits
Demand deposits	$	28,098	$	28,443	$	27,170	$	(345	)		(1	)%	$	928		3	%
Checking with interest		20,699		20,268		17,993		431			2			2,706		15
Savings		9,110		8,826		8,394		284			3			716		9
Money market accounts		37,874		38,397		36,225		(523	)		(1	)		1,649		5
Term deposits		14,173		13,191		12,199		982			7			1,974		16
Total average deposits	$	109,954	$	109,125	$	101,981	$	829			1	%	$	7,973		8	%

Total period-end deposits of $112.1 billion at March 31, 2017 increased $2.3 billion, or 2%, from December 31, 2016, driven by growth in term deposits, checking with interest and savings, partially offset by a decrease in demand deposits and money market accounts. Compared with March 31, 2016, period-end total deposits increased $9.5 billion, or 9%, reflecting growth across checking with interest, term deposits and money market accounts.

First quarter 2017 average deposits of $110.0 billion increased $829 million, or 1%, from fourth quarter 2016, given growth in checking with interest, savings and term deposits. Compared with first quarter 2016, average deposits increased $8.0 billion, or 8%, reflecting growth in all categories.

10

Citizens Financial Group, Inc.

Borrowed funds							1Q17 change from
($s in millions)	1Q17		4Q16		1Q16		4Q16						1Q16
							$			%			$			%
Period-end borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	1,093	$	1,148	$	714	$	(55	)		(5	)%	$	379			53	%
Other short-term borrowed funds		2,762		3,211		3,300		(449	)		(14	)		(538	)		(16	)
Long-term borrowed funds		11,780		12,790		10,035		(1,010	)		(8	)		1,745			17
Total borrowed funds	$	15,635	$	17,149	$	14,049	$	(1,514	)		(9	)%	$	1,586			11	%
Average borrowed funds	$	16,257	$	15,210	$	13,873	$	1,047			7	%	$	2,384			17	%

Total borrowed funds of $15.6 billion at March 31, 2017 decreased $1.5 billion from December 31, 2016, largely reflecting a $1.0 billion decrease in long-term borrowings, as well as a $449 million reduction in short-term Federal Home Loan Bank (“FHLB”) borrowings. Compared with March 31, 2016, total borrowed funds increased $1.6 billion, as a $1.7 billion increase in long-term borrowings, largely reflecting senior debt issuance, was partially offset by a reduction in other short-term borrowings, largely short-term FHLB advances.

Average borrowed funds of $16.3 billion increased $1.0 billion from fourth quarter 2016, as a $1.9 billion increase in long-term FHLB borrowings was partially offset by a $1.0 billion reduction in short-term FHLB borrowings. Compared with first quarter 2016, average borrowed funds increased $2.4 billion, as a $2.5 billion increase in long-term borrowings reflecting an increase in senior debt and FHLB advances was partially offset by a reduction in short-term borrowed funds, largely FHLB advances.

Capital										1Q17 change from
($s and shares in millions)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Period-end capital
Stockholders’ equity	$	19,847		$	19,747		$	19,965		$	100			1	%	$	(118	)		(1	)%
Stockholders’ common equity		19,600			19,499			19,718			101			1			(118	)		(1	)
Tangible common equity		13,258			13,154			13,333			104			1			(75	)		(1	)
Tangible book value per common share	$	26.02		$	25.69		$	25.21		$	0.33			1		$	0.81			3
Common shares - at end of period		509.5			512.0			528.9			(2.4	)		—			(19.4	)		(4	)
Common shares - average (diluted)		511.3			513.9			530.4			(2.5	)		—	%		(19.1	)		(4	)%
Common equity tier 1 capital ratio(1,2)		11.2	%		11.2	%		11.6	%
Total capital ratio(1,2)		14.0			14.0			15.1
Tier 1 leverage ratio(1,2)		9.9	%		9.9	%		10.4	%

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

2) Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019.

On March 31, 2017, our Basel III capital ratios on a transitional basis remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 11.2% and a total capital ratio of 14.0%. Our capital ratios continue to reflect progress against our objective of realigning our capital profile to be more consistent with that of peer regional banks, while maintaining a strong capital base to support our growth aspirations, strategy and risk appetite. Tangible book value per common share of $26.02 increased 1% versus fourth quarter 2016 and 3% versus first quarter 2016.

As part of CFG’s 2016 Capital Plan (the “Plan”), during the first quarter 2017 the company repurchased 3.4 million shares of common stock and, including common dividends, returned $202 million to shareholders; as of March 31, 2017, CFG had completed three quarters of the 2016 CCAR Capital plan with purchases of 20.7 million shares at a weighted-average price per share of $27.01, and including common dividends, return of $756 million to CFG shareholders. The Plan includes the repurchase of up to $690 million of Citizens’ outstanding common stock beginning in third quarter 2016 through second quarter 2017 with $130 million in remaining availability as of March 31, 2017. In accordance with the Plan, the company paid quarterly dividends of $0.12 per common share in the third and fourth quarters of 2016 and $0.14 per common share in first quarter of 2017. Future capital actions are subject to consideration and approval by CFG’s Board of Directors.

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Citizens Financial Group, Inc.

Credit quality review										1Q17 change from
($s in millions)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Nonperforming loans and leases	$	1,050		$	1,045		$	1,079		$	5			—	%	$	(29	)		(3	)%
Net charge-offs		87			104			83			(17	)		(16	)		4			5
Provision for credit losses		96			102			91			(6	)		(6	)		5			5
Allowance for loan and lease losses	$	1,224		$	1,236		$	1,224		$	(12	)		(1	)%	$	—			—	%
Total nonperforming loans and leases as a % of total loans and leases		0.97	%		0.97	%		1.07	%		—	bps					(10)	bps
Net charge-offs as % of total loans and leases		0.33			0.39			0.33			(6)	bps					—	bps
Allowance for loan and lease losses as a % of total loans and leases		1.13	%		1.15	%		1.21	%		(2)	bps					(8)	bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		116.60	%		118.32	%		113.43	%		(172)	bps					317	bps

Overall credit quality continued to improve reflecting the benefit of growth in higher quality, lower risk retail loans and modest increases in commercial categories. Nonperforming loans of $1.1 billion increased slightly from December 31, 2016, as a $21 million decrease in retail, driven by continued improvement in real-estate secured categories, was more than offset by a $26 million increase in commercial, largely commodities-related credits. Compared to March 31, 2016, nonperforming loans and leases decreased $29 million as a decrease in retail, largely tied to real-estate secured categories, was partially offset by an increase in commercial, largely commodities-related credits. The nonperforming loans and leases to total loans and leases ratio of 0.97% at March 31, 2017 was stable with December 31, 2016 levels and decreased ten basis points from 1.07% at March 31, 2016.

Net charge-offs of $87 million decreased $17 million driven by an $8 million reduction in auto from higher fourth quarter 2016 levels, which included a $7 million impact tied to a methodology change, a reduction in retail real-estate secured categories and a decrease in education net charge-offs from seasonally higher fourth quarter levels. Compared with first quarter 2016, net charge-offs increased $4 million, driven by a $10 million increase in commercial, partially offset by a $6 million reduction in retail net charge-offs in real-estate secured categories. First quarter 2017 net charge-offs of 33 basis points of average loans and leases compares with 39 basis points in fourth quarter 2016 and 33 basis points in first quarter 2016.

Allowance for loan and lease losses of $1.2 billion decreased modestly compared to fourth quarter 2016 and was stable with first quarter 2016 levels, largely reflecting continued improvement in credit quality and the impact of loan growth.

Allowance for loan and lease losses to total loans and leases was 1.13% as of March 31, 2017, relatively stable compared with 1.15% as of December 31, 2016 and down modestly from 1.21% as of March 31, 2016. The allowance for loan and lease losses to nonperforming loans and leases ratio of 117% as of March 31, 2017 remained relatively stable compared to 118% as of December 31, 2016 and up from 113% as of March 31, 2016.

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Citizens Financial Group, Inc.

Additional Segment Detail:

Consumer Banking Segment										1Q17 change from
($s in millions)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Net interest income	$	638		$	639		$	581		$	(1	)		—	%	$	57			10	%
Noninterest income		220			227			208			(7	)		(3	)		12			6
Total revenue		858			866			789			(8	)		(1	)		69			9
Noninterest expense		647			649			616			(2	)		—			31			5
Pre-provision profit		211			217			173			(6	)		(3	)		38			22
Provision for credit losses		64			74			63			(10	)		(14	)		1			2
Income before income tax expense		147			143			110			4			3			37			34
Income tax expense		52			51			39			1			2			13			33
Net income	$	95		$	92		$	71		$	3			3	%	$	24			34	%
Average balances
Total loans and leases (1)	$	57,309		$	56,711		$	53,744		$	598			1	%	$	3,565			7	%
Total deposits	$	74,133		$	73,124		$	70,871		$	1,009			1	%	$	3,262			5	%
Key performance metrics*
ROTCE (2)		7.1	%		7.0	%		5.6	%		9	bps					147	bps
Efficiency ratio		75	%		75	%		78	%		51	bps					(267)	bps
Loan-to-deposit ratio (period-end)(1)		75.7	%		77.3	%		74.7	%		(167)	bps					92	bps

1) Includes held for sale.

2) Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent to a sustainable target level of common equity tier 1 and then allocate that approximation to the segments based on economic capital.

Consumer Banking net income of $95 million in first quarter 2017 increased $3 million, or 3%, versus fourth quarter 2016, reflecting a decrease in revenue and stable noninterest expense and a 14% decrease in provision for credit losses. Net interest income remained relatively stable versus fourth quarter 2016 as the benefit of higher education, mortgage and other unsecured retail loan balances and improved loan yields was partially offset by the impact of fewer days and an increase in deposit costs. Noninterest income decreased $7 million as a reduction in mortgage banking fees from fourth quarter levels that included improved MSR valuations and origination volumes as well as seasonally lower service charges more than offset an increase in card fees, which was driven by revised contract terms commencing this quarter for core processing fees and a reduction in card reward expense, as well as higher trust and investment services fees.

Noninterest expense remained relatively stable with fourth quarter 2016, as an increase in salaries and employee benefit costs, given the impact of seasonally higher payroll taxes and 401(k) benefit costs, and higher occupancy costs associated with branch rationalization and seasonally higher maintenance costs were largely offset by lower outside services expense and a reduction in other operating expense, largely regulatory and fraud. Provision for credit losses decreased $10 million, largely driven by improvements in auto from higher fourth quarter levels, which included a $7 million increase related to a methodology change.

Compared with first quarter 2016, net income increased $24 million, or 34%, reflecting a $69 million increase in total revenue that more than offset a $31 million increase in noninterest expense. Net interest income increased $57 million, or 10%, driven by a $3.6 billion increase in average loans led by education, mortgage and other consumer unsecured categories with higher loan yields that included the benefit of higher rates, partially offset by an increase in deposit costs. Noninterest income increased $12 million from first quarter 2016, driven by an increase in card fees, which included the benefit of revised contract terms commencing this quarter for core processing fees and a reduction in card reward expense, as well as an increase in mortgage banking fees, which reflected higher MSR valuations and improved origination volumes. Noninterest expense increased $31 million, or 5%, largely driven by an increase in salaries and employee benefits tied to higher

13

Citizens Financial Group, Inc.

commissions and payroll taxes as well as other expenses largely tied to insurance and fraud and regulatory costs. Results also reflect higher occupancy costs associated with branch rationalization as well as outside services, driven by retail loan origination and serving costs. Provision for credit losses increased $1 million from first quarter 2016, largely driven by higher net charge-offs in auto and education.

Commercial Banking Segment										1Q17 change from
($s in millions)	1Q17			4Q16			1Q16			4Q16						1Q16
										$			%			$			%
Net interest income	$	346		$	347		$	300		$	(1	)		—	%	$	46			15	%
Noninterest income		134			122			99			12			10			35			35
Total revenue		480			469			399			11			2			81			20
Noninterest expense		190			187			187			3			2			3			2
Pre-provision profit		290			282			212			8			3			78			37
Provision for credit losses		19			20			9			(1	)		(5	)		10			111
Income before income tax expense		271			262			203			9			3			68			33
Income tax expense		91			90			70			1			1			21			30
Net income	$	180		$	172		$	133		$	8			5	%	$	47			35	%
Average balances
Total loans and leases (1)	$	48,154		$	47,010		$	43,899		$	1,144			2	%	$	4,255			10	%
Total deposits	$	28,973		$	29,410		$	24,833		$	(437	)		(1	)%	$	4,140			17	%
Key performance metrics*
ROTCE (2)		13.2	%		12.9	%		11.2	%		24	bps					199	bps
Efficiency ratio		40	%		40	%		47	%		(3)	bps					(694)	bps
Loan-to-deposit ratio (period-end)(1)		165.1	%		166.2	%		185.1	%		(116)	bps					(2,004)	bps

1) Includes held for sale.

2) Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent to a sustainable target level for common equity tier 1 and then allocate that approximation to the segments based on economic capital.

Commercial Banking net income of $180 million in first quarter 2017 increased $8 million from fourth quarter 2016, reflecting an $11 million increase in total revenue, a $3 million increase in noninterest expense and relatively stable provision for credit losses. Net interest income of $346 million remained relatively stable as the benefit of loan growth and loan yields was offset by the impact of an increase in deposit costs and one fewer day in the quarter. Average loans and leases increased $1.1 billion, driven by growth in Commercial Real Estate, Mid-corporate and Middle Market, Franchise Finance and Industry Verticals. Noninterest income increased $12 million, or 10%, reflecting strength in capital markets and modest improvements in card fees and service charges, which more than offset lower foreign exchange and interest rate products income from strong fourth quarter levels. Noninterest expense increased $3 million, or 2%, largely reflecting higher salaries and benefits expense tied to seasonally higher payroll taxes and 401(k) benefit costs and incentive compensation. Provision for credit losses improved $1 million.

Compared to first quarter 2016, net income increased $47 million, or 35%, driven by an $81 million increase in total revenue, partially offset by a $3 million increase in noninterest expense and a $10 million increase in provision for credit losses. Net interest income increased $46 million, or 15%, from first quarter 2016, driven by 10% average loan growth and improved loan yields, partially offset by higher deposit costs. Average loans and leases increased $4.3 billion, driven by strength in Mid-corporate and Middle Market, Commercial Real Estate, Franchise Finance and Industry Verticals. Noninterest income increased $35 million from first quarter 2016 levels, largely reflecting strength in capital markets, foreign exchange and interest rate products income and card fees. Noninterest expense increased $3 million from first quarter 2016, driven by higher salaries and employee benefits largely tied to higher payroll taxes given the change in timing of incentive compensation. Expense results also reflected higher amortization of software and a reduction in outside services. Provision for credit losses increased $10 million from first quarter 2016, driven by increased losses.

14

Citizens Financial Group, Inc.

Other(1)									1Q17 change from
($s in millions)	1Q17			4Q16			1Q16		4Q16						1Q16
									$			%			$			%
Net interest income	$	21		$	—		$	23	$	21			100	%	$	(2	)		(9	)%
Noninterest income		25			28			23		(3	)		(11	)		2			9
Total revenue		46			28			46		18			64			—			—
Noninterest expense		17			11			8		6			55			9			113
Pre-provision profit (loss)		29			17			38		12			71			(9	)		(24	)
Provision for credit losses		13			8			19		5			63			(6	)		(32	)
Income (loss) before income tax expense (benefit)		16			9			19		7			78			(3	)		(16	)
Income tax expense (benefit)		(29	)		(9	)		—		(20	)		(222	)		(29	)		(100	)
Net income (loss)	$	45		$	18		$	19	$	27			150		$	26			137
Average balances
Total loans and leases (2)	$	3,186		$	3,370		$	2,974	$	(184	)		(5	)%	$	212			7	%
Total deposits	$	6,848		$	6,591		$	6,277	$	257			4	%	$	571			9	%

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, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

2) Includes held for sale.

Other net income of $45 million in first quarter 2017 increased $27 million versus fourth quarter 2016. First quarter results include a $23 million benefit, or $0.04 per diluted common share, related to settlement of state tax matters that lowered the effective tax rate by 5.2 per cent. Other reflects net interest income of $21 million in first quarter 2017 versus zero net interest income in fourth quarter 2016, reflecting higher residual funds transfer pricing and higher investment income, partially offset by the lower benefit of swaps and higher funding costs. Noninterest income of $25 million decreased $3 million, largely reflecting fourth quarter gains not recorded in first quarter 2017. Noninterest expense of $17 million increased $6 million, driven by the impact of seasonally higher payroll taxes and higher incentives. Provision for credit losses of $13 million increased $5 million as first quarter 2017 included a reserve build, partially offset by lower net charge-offs in non-core, compared to a reserve release in fourth quarter 2016.

Other net income in first quarter 2017 increased $26 million versus first quarter 2016, driven by a $23 million benefit, or $0.04 per diluted common share, related to settlement of state tax matters that lowered the effective tax rate by 5.2 per cent. Net interest income decreased $2 million, reflecting higher funding costs and the lower benefit of swaps, partially offset by higher investment income and higher residual funds transfer pricing. Noninterest income remained relatively stable. Noninterest expense increased $9 million from first quarter 2016, largely reflecting increased depreciation expense related to the transfer of leases from Commercial to non-core. Provision for credit losses decreased, reflecting lower net charge-offs in non-core.

15

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:	(800) 230-1092, conference ID 416825

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 11:00 am ET on April 20 through May 20, 2017. Please dial (800) 475-6701 and enter access code 416825. 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 $150.3 billion in assets as of March 31, 2017. 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. In Consumer Banking, Citizens helps its retail customers “bank better” with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides wealth management, mortgage lending, auto lending, student lending and commercial banking services in select markets nationwide. 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 hedging, leasing and asset finance, specialty finance and trade finance. Citizens operates through its subsidiaries Citizens Bank, N.A. and Citizens Bank of Pennsylvania as Citizens Bank, Citizens Commercial Banking and Citizens One. Additional information about Citizens and its full line of products and services can be found at www.citizensbank.com.

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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 team uses 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. We have established the following financial targets, in addition to others, as KPMs, which 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 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” or “Underlying” results. We believe that these “Adjusted” or “Underlying” results provide the best representation of our financial progress towards these goals as they exclude items that our management does not consider indicative of our on-going financial performance. KPMs that contain “Adjusted” or “Underlying” results are considered non-GAAP financial measures.

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures. The following tables present reconciliations of our non-GAAP measures. These reconciliations exclude “Adjusted” or “Underlying” items, which are included, where applicable, in the financial results presented in accordance with GAAP. “Adjusted” or “Underlying” items include certain items that may occur in a reporting period which management does not consider indicative of on-going financial performance.

The non-GAAP measures presented in the following tables include reconciliations to the most directly comparable GAAP measures and are: “noninterest income”, “total revenue”, “noninterest expense”, “pre-provision profit”, “income before income tax expense”, “income tax expense”, “effective income tax rate”, “net income”, “net income available to common stockholders”, “other income”, “salaries and employee benefits”, “outside services”, “amortization of software expense”, “other operating expense”, “net income per average common share”, “return on average common equity” and “return on average total assets”.

We believe these non-GAAP 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 “Adjusted” or “Underlying” 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 “Adjusted” or “Underlying” 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 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.

17

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
													1Q17 Change
		1Q17		4Q16		3Q16			2Q16		1Q16		4Q16						1Q16
													$			%			$		%
Noninterest income, adjusted:
Noninterest income (GAAP)		$	379	$	377	$	435		$	355	$	330	$	2			1	%	$	49		15	%
Less: Notable items			—		—		67			—		—		—			—			—		—
Noninterest income, adjusted (non-GAAP)		$	379	$	377	$	368		$	355	$	330	$	2			1	%	$	49		15	%
Total revenue, adjusted:
Total revenue (GAAP)	A	$	1,384	$	1,363	$	1,380		$	1,278	$	1,234	$	21			2	%	$	150		12	%
Less: Notable items			—		—		67			—		—		—			—			—		—
Total revenue, adjusted (non-GAAP)	B	$	1,384	$	1,363	$	1,313		$	1,278	$	1,234	$	21			2	%	$	150		12	%
Noninterest expense, adjusted:
Noninterest expense (GAAP)	C	$	854	$	847	$	867		$	827	$	811	$	7			1	%	$	43		5	%
Less: Notable items			—		—		36			—		—		—			—			—		—
Noninterest expense, adjusted (non-GAAP)	D	$	854	$	847	$	831		$	827	$	811	$	7			1	%	$	43		5	%
Pre-provision profit:
Total revenue (GAAP)	A	$	1,384	$	1,363	$	1,380		$	1,278	$	1,234	$	21			2	%	$	150		12	%
Noninterest expense (GAAP)	C		854		847		867			827		811		7			1			43		5
Pre-provision profit (GAAP)		$	530	$	516	$	513		$	451	$	423	$	14			3	%	$	107		25	%
Pre-provision profit, adjusted:
Total revenue, adjusted (non-GAAP)	B	$	1,384	$	1,363	$	1,313		$	1,278	$	1,234	$	21			2	%	$	150		12	%
Less: Noninterest expense, adjusted (non-GAAP)	D		854		847		831			827		811		7			1			43		5
Pre-provision profit, adjusted (non-GAAP)		$	530	$	516	$	482		$	451	$	423	$	14			3	%	$	107		25	%
Income before income tax expense, adjusted:
Income before income tax expense (GAAP)		$	434	$	414	$	427		$	361	$	332	$	20			5	%	$	102		31	%
Less: Income before income tax expense (benefit) related to notable items			—		—		31			—		—		—			—			—		—
Income before income tax expense, adjusted (non-GAAP)		$	434	$	414	$	396		$	361	$	332	$	20			5	%	$	102		31	%
Income tax expense and effective income tax rate, adjusted:
Income tax expense (GAAP)		$	114	$	132	$	130		$	118	$	109	($	18	)		(14	%)	$	5		5	%
Less: Income tax expense (benefit) related to notable items			—		—		12			—		—		—			—			—		—
Income tax expense, adjusted (non-GAAP)		$	114	$	132	$	118		$	118	$	109	($	18	)		(14	%)	$	5		5	%
Net income, adjusted:
Net income (GAAP)	E	$	320	$	282	$	297		$	243	$	223	$	38			13	%	$	97		43	%
Add: Notable items, net of income tax expense (benefit)			—		—		(19	)		—		—		—			—			—		—
Net income, adjusted (non-GAAP)	F	$	320	$	282	$	278		$	243	$	223	$	38			13	%	$	97		43	%
Net income available to common stockholders, adjusted:
Net income available to common stockholders (GAAP)	G	$	313	$	282	$	290		$	243	$	216	$	31			11	%	$	97		45	%
Add: Notable items, net of income tax expense (benefit)			—		—		(19	)		—		—		—			—			—		—
Net income available to common stockholders, adjusted (non-GAAP)	H	$	313	$	282	$	271		$	243	$	216	$	31			11	%	$	97		45	%

18

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
																	1Q17 Change
		1Q17			4Q16			3Q16			2Q16			1Q16			4Q16						1Q16
																	$/bps			%			$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,384		$	1,363		$	1,380		$	1,278		$	1,234		$	21			1.54	%	$	150			12.16	%
Less: Noninterest expense (GAAP)	C		854			847			867			827			811			7			0.83			43			5.30
Operating leverage																					0.71	%					6.86	%
Operating leverage, adjusted:
Total revenue, adjusted (non-GAAP)	B	$	1,384		$	1,363		$	1,313		$	1,278		$	1,234		$	21			1.54	%	$	150			12.16	%
Less: Noninterest expense, adjusted (non-GAAP)	D		854			847			831			827			811			7			0.83			43			5.30
Operating leverage, adjusted (non-GAAP)																					0.71	%					6.86	%
Efficiency ratio and efficiency ratio, adjusted:
Efficiency ratio	C/A		61.68	%		62.18	%		62.88	%		64.71	%		65.66	%		(50	)bps					(398	)bps
Efficiency ratio, adjusted (non-GAAP)	D/B		61.68			62.18			63.31			64.71			65.66			(50	)bps					(398	)bps
Return on average common equity and return on average common equity, adjusted:
Average common equity (GAAP)	I	$	19,460		$	19,645		$	19,810		$	19,768		$	19,567		($	185	)		(1	%)	($	107	)		(1	%)
Return on average common equity	G/I		6.52	%		5.70	%		5.82	%		4.94	%		4.45	%		82	bps					207	bps
Return on average common equity, adjusted (non-GAAP)	H/I		6.52			5.70			5.44			4.94			4.45			82	bps					207	bps
Return on average tangible common equity and return on average tangible common equity, adjusted:
Average common equity (GAAP)	I	$	19,460		$	19,645		$	19,810		$	19,768		$	19,567		($	185	)		(1	%)	($	107	)		(1	%)
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			—			—			—			—
Less: Average other intangibles (GAAP)			—			1			1			2			3			(1	)		(100	)		(3	)		(100	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			523			509			496			481			8			2			50			10
Average tangible common equity	J	$	13,115		$	13,291		$	13,442		$	13,386		$	13,169		($	176	)		(1	%)	($	54	)		—	%
Return on average tangible common equity	G/J		9.68	%		8.43	%		8.58	%		7.30	%		6.61	%		125	bps					307	bps
Return on average tangible common equity, adjusted (non-GAAP)	H/J		9.68			8.43			8.02			7.30			6.61			125	bps					307	bps
Return on average total assets and return on average total assets, adjusted:
Average total assets (GAAP)	K	$	148,786		$	147,315		$	144,399		$	142,179		$	138,780		$	1,471			1	%	$	10,006			7	%
Return on average total assets	E/K		0.87	%		0.76	%		0.82	%		0.69	%		0.65	%		11	bps					22	bps
Return on average total assets, adjusted (non-GAAP)	F/K		0.87			0.76			0.77			0.69			0.65			11	bps					22	bps
Return on average total tangible assets and return on average total tangible assets, adjusted:
Average total assets (GAAP)	K	$	148,786		$	147,315		$	144,399		$	142,179		$	138,780		$	1,471			1	%	$	10,006			7	%
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			—			—			—			—
Less: Average other intangibles (GAAP)			—			1			1			2			3			(1	)		(100	)		(3	)		(100	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			523			509			496			481			8			2			50			10
Average tangible assets	L	$	142,441		$	140,961		$	138,031		$	135,797		$	132,382		$	1,480			1	%	$	10,059			8	%
Return on average total tangible assets	E/L		0.91	%		0.79	%		0.86	%		0.72	%		0.68	%		12	bps					23	bps
Return on average total tangible assets, adjusted (non-GAAP)	F/L		0.91			0.79			0.80			0.72			0.68			12	bps					23	bps

19

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
																	1Q17 Change
		1Q17			4Q16			3Q16			2Q16			1Q16			4Q16						1Q16
																	$/bps			%			$/bps			%
Tangible book value per common share:
Common shares - at end of period (GAAP)	M		509,515,646			511,954,871			518,148,345			529,094,976			528,933,727			(2,439,225	)		—	%		(19,418,081	)		(4	%)
Common stockholders’ equity (GAAP)		$	19,600		$	19,499		$	19,934		$	19,979		$	19,718		$	101			1		($	118	)		(1	)
Less: Goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			—			—			—			—
Less: Other intangible assets (GAAP)			—			1			1			2			3			(1	)		(100	)		(3	)		(100	)
Add: Deferred tax liabilities related to goodwill (GAAP)			534			532			519			507			494			2			—			40			8
Tangible common equity	N	$	13,258		$	13,154		$	13,576		$	13,608		$	13,333		$	104			1	%	($	75	)		(1	%)
Tangible book value per common share	N/M	$	26.02		$	25.69		$	26.20		$	25.72		$	25.21		$	0.33			1	%	$	0.81			3	%
Net income per average common share - basic and diluted, adjusted:
Average common shares outstanding - basic (GAAP)	O		509,451,450			512,015,920			519,458,976			528,968,330			528,070,648			(2,564,470	)		(1	%)		(18,619,198	)		(4	%)
Average common shares outstanding - diluted (GAAP)	P		511,348,200			513,897,085			521,122,466			530,365,203			530,446,188			(2,548,885	)		—			(19,097,988	)		(4	)
Net income available to common stockholders (GAAP)	G	$	313		$	282		$	290		$	243		$	216		$	31			11		$	97			45
Net income per average common share - basic (GAAP)	G/O		0.61			0.55			0.56			0.46			0.41			0.06			11			0.20			49
Net income per average common share - diluted (GAAP)	G/P		0.61			0.55			0.56			0.46			0.41			0.06			11			0.20			49
Net income available to common stockholders, adjusted (non-GAAP)	H		313			282			271			243			216			31			11			97			45
Net income per average common share - basic, adjusted (non-GAAP)	H/O		0.61			0.55			0.52			0.46			0.41			0.06			11			0.20			49
Net income per average common share - diluted, adjusted (non-GAAP)	H/P		0.61			0.55			0.52			0.46			0.41			0.06			11			0.20			49
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 capital (regulatory)		$	13,941		$	13,822		$	13,763		$	13,768		$	13,570
Less: Change in DTA and other threshold deductions (GAAP)			—			—			—			1			1
Pro forma Basel III fully phased-in common equity tier 1 capital	Q	$	13,941		$	13,822		$	13,763		$	13,767		$	13,569
Risk-weighted assets (regulatory general risk weight approach)		$	124,881		$	123,857		$	121,612		$	119,492		$	116,591
Add: Net change in credit and other risk-weighted assets (regulatory)			247			244			228			228			232
Pro forma Basel III standardized approach risk-weighted assets	R	$	125,128		$	124,101		$	121,840		$	119,720		$	116,823
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1	Q/R		11.1	%		11.1	%		11.3	%		11.5	%		11.6	%

¹ Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in through 2019, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

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
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16						1Q16
											$			%			$		%
Other income, adjusted
Other income (GAAP)	$	24	$	25	$	87	$	15	$	20	($	1	)		(4	%)	$	4		20	%
Less: Notable items		—		—		67		—		—		—			—			—		—
Other income, adjusted (non-GAAP)	$	24	$	25	$	20	$	15	$	20	($	1	)		(4	%)	$	4		20	%
Salaries and employee benefits, adjusted:
Salaries and employee benefits (GAAP)	$	444	$	420	$	432	$	432	$	425	$	24			6	%	$	19		4	%
Less: Notable items		—		—		11		—		—		—			—			—		—
Salaries and employee benefits, adjusted (non-GAAP)	$	444	$	420	$	421	$	432	$	425	$	24			6	%	$	19		4	%
Outside services, adjusted:
Outside services (GAAP)	$	91	$	98	$	102	$	86	$	91	($	7	)		(7	%)	$	—		—	%
Less: Notable items		—		—		8		—		—		—			—			—		—
Outside services, adjusted (non-GAAP)	$	91	$	98	$	94	$	86	$	91	($	7	)		(7	%)	$	—		—	%
Occupancy, adjusted:
Occupancy (GAAP)	$	82	$	77	$	78	$	76	$	76	$	5			6	%	$	6		8	%
Less: Notable items		—		—		—		—		—		—			—			—		—
Occupancy, adjusted (non-GAAP)	$	82	$	77	$	78	$	76	$	76	$	5			6	%	$	6		8	%
Equipment expense, adjusted:
Equipment expense (GAAP)	$	67	$	69	$	65	$	64	$	65	($	2	)		(3	%)	$	2		3	%
Less: Notable items		—		—		—		—		—		—			—			—		—
Equipment expense, adjusted (non-GAAP)	$	67	$	69	$	65	$	64	$	65	($	2	)		(3	%)	$	2		3	%
Amortization of software, adjusted:
Amortization of software (GAAP)	$	44	$	44	$	46	$	41	$	39	$	—			—	%	$	5		13	%
Less: Notable items		—		—		3		—		—		—			—			—		—
Amortization of software, adjusted (non-GAAP)	$	44	$	44	$	43	$	41	$	39	$	—			—	%	$	5		13	%
Other operating expense, adjusted:
Other operating expense (GAAP)	$	126	$	139	$	144	$	128	$	115	($	13	)		(9	%)	$	11		10	%
Less: Notable items		—		—		14		—		—		—			—			—		—
Other operating expense, adjusted (non-GAAP)	$	126	$	139	$	130	$	128	$	115	($	13	)		(9	%)	$	11		10	%

21

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations

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

		THREE MONTHS ENDED MAR 31,												THREE MONTHS ENDED DEC 31,
		2017												2016
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	95		$	180		$	45		$	320		$	92		$	172		$	18		$	282
Less: Preferred stock dividends			—			—			7			7			—			—			—			—
Net income available to common stockholders	B	$	95		$	180		$	38		$	313		$	92		$	172		$	18		$	282
Return on average tangible common equity:
Average common equity (GAAP)		$	5,460		$	5,528		$	8,472		$	19,460		$	5,275		$	5,278		$	9,092		$	19,645
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			—			—			—			—			1			1
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			531			531			—			—			523			523
Average tangible common equity	C	$	5,460		$	5,528		$	2,127		$	13,115		$	5,275		$	5,278		$	2,738		$	13,291
Return on average tangible common equity	B/C		7.06	%		13.18	%		NM			9.68	%		6.97	%		12.94	%		NM			8.43	%
Return on average total tangible assets:
Average total assets (GAAP)		$	58,660		$	49,243		$	40,883		$	148,786		$	58,066		$	48,024		$	41,225		$	147,315
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			—			—			—			—			1			1
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			531			531			—			—			523			523
Average tangible assets	D	$	58,660		$	49,243		$	34,538		$	142,441		$	58,066		$	48,024		$	34,871		$	140,961
Return on average total tangible assets	A/D		0.66	%		1.48	%		NM			0.91	%		0.63	%		1.42	%		NM			0.79	%
Efficiency ratio:
Noninterest expense (GAAP)	E	$	647		$	190		$	17		$	854		$	649		$	187		$	11		$	847
Net interest income (GAAP)			638			346			21			1,005			639			347			—			986
Noninterest income (GAAP)			220			134			25			379			227			122			28			377
Total revenue (GAAP)	F	$	858		$	480		$	46		$	1,384		$	866		$	469		$	28		$	1,363
Efficiency ratio	E/F		75.41	%		39.80	%		NM			61.68	%		74.90	%		39.83	%		NM			62.18	%
		THREE MONTHS ENDED SEPT 30,												THREE MONTHS ENDED JUNE 30,
		2016												2016
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	92		$	162		$	43		$	297		$	90		$	164		($	11	)	$	243
Less: Preferred stock dividends			—			—			7			7			—			—			—			—
Net income available to common stockholders	B	$	92		$	162		$	36		$	290		$	90		$	164		($	11	)	$	243
Return on average tangible common equity:
Average common equity (GAAP)		$	5,190		$	5,172		$	9,448		$	19,810		$	5,110		$	5,040		$	9,618		$	19,768
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			1			1			—			—			2			2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			509			509			—			—			496			496
Average tangible common equity	C	$	5,190		$	5,172		$	3,080		$	13,442		$	5,110		$	5,040		$	3,236		$	13,386
Return on average tangible common equity	B/C		7.04	%		12.50	%		NM			8.58	%		7.09	%		13.04	%		NM			7.30	%
Return on average total tangible assets:
Average total assets (GAAP)		$	56,689		$	47,902		$	39,808		$	144,399		$	55,660		$	47,388		$	39,131		$	142,179
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			1			1			—			—			2			2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			509			509			—			—			496			496
Average tangible assets	D	$	56,689		$	47,902		$	33,440		$	138,031		$	55,660		$	47,388		$	32,749		$	135,797
Return on average total tangible assets	A/D		0.64	%		1.35	%		NM			0.86	%		0.65	%		1.39	%		NM			0.72	%
Efficiency ratio:
Noninterest expense (GAAP)	E	$	650		$	181		$	36		$	867		$	632		$	186		$	9		$	827
Net interest income (GAAP)			621			327			(3	)		945			602			314			7			923
Noninterest income (GAAP)			229			123			83			435			219			122			14			355
Total revenue (GAAP)	F	$	850		$	450		$	80		$	1,380		$	821		$	436		$	21		$	1,278
Efficiency ratio	E/F		76.46	%		40.21	%		NM			62.88	%		76.98	%		42.88	%		NM			64.71	%
		THREE MONTHS ENDED MAR 31,
		2016
		Consumer Banking			Commercial Banking			Other			Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	71		$	133		$	19		$	223
Less: Preferred stock dividends			—			—			7			7
Net income available to common stockholders	B	$	71		$	133		$	12		$	216
Return on average tangible common equity:
Average common equity (GAAP)		$	5,089		$	4,790		$	9,688		$	19,567
Less: Average goodwill (GAAP)			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			3			3
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			481			481
Average tangible common equity	C	$	5,089		$	4,790		$	3,290		$	13,169
Return on average tangible common equity	B/C		5.59	%		11.19	%		NM			6.61	%
Return on average total tangible assets:
Average total assets (GAAP)		$	55,116		$	45,304		$	38,360		$	138,780
Less: Average goodwill (GAAP)			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			3			3
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			481			481
Average tangible assets	D	$	55,116		$	45,304		$	31,962		$	132,382
Return on average total tangible assets	A/D		0.52	%		1.18	%		NM			0.68	%
Efficiency ratio:
Noninterest expense (GAAP)	E	$	616		$	187		$	8		$	811
Net interest income (GAAP)			581			300			23			904
Noninterest income (GAAP)			208			99			23			330
Total revenue (GAAP)	F	$	789		$	399		$	46		$	1,234
Efficiency ratio	E/F		78.08	%		46.74	%		NM			65.66	%

22

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
											1Q17 Change
		1Q17			4Q16			1Q16			4Q16						1Q16
											$/bps			%			$/bps			%
Income before income tax expense (GAAP)	A	$	434		$	414		$	332		$	20			5	%	$	102			31	%
Income tax expense and effective income tax rate, underlying:
Income tax expense (GAAP)	B	$	114		$	132		$	109		($	18	)		(14	%)	$	5			5	%
Less: Settlement of certain state tax matters			(23	)		—			—			(23	)		100			(23	)		100
Income tax expense, underlying	C	$	137		$	132		$	109		$	5			4	%	$	28			26	%
Effective income tax rate (GAAP)	B/A		26.36	%		31.90	%		32.87	%		(554	)bps					(651	)bps
Effective income tax rate, underlying	C/A		31.56			31.90			32.87			(34	)bps					(131	)bps
Net income, underlying:
Net income (GAAP)	D	$	320		$	282		$	223		$	38			13	%	$	97			43	%
Less: Settlement of certain state tax matters			23			—			—			23			100			23			100
Net income, underlying	E	$	297		$	282		$	223		$	15			5	%	$	74			33	%
Net income available to common stockholders, underlying:
Net income available to common stockholders (GAAP)	F	$	313		$	282		$	216		$	31			11	%	$	97			45	%
Less: Settlement of certain state tax matters			23			—			—			23			100			23			100
Net income available to common stockholders, underlying	G	$	290		$	282		$	216		$	8			3	%	$	74			34	%
Return on average common equity and return on average common equity, underlying:
Average common equity (GAAP)	H	$	19,460		$	19,645		$	19,567		($	185	)		(1	%)	($	107	)		(1	%)
Return on average common equity	F/H		6.52	%		5.70	%		4.45	%		82	bps					207	bps
Return on average common equity, underlying	G/H		6.05			5.70			4.45			35	bps					160	bps
Return on average tangible common equity and return on average tangible common equity, underlying:
Average common equity (GAAP)	H	$	19,460		$	19,645		$	19,567		($	185	)		(1	%)	($	107	)		(1	%)
Less: Average goodwill (GAAP)			6,876			6,876			6,876			—			—			—			—
Less: Average other intangibles (GAAP)			—			1			3			(1	)		(100	)		(3	)		(100	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			523			481			8			2			50			10
Average tangible common equity	I	$	13,115		$	13,291		$	13,169		($	176	)		(1	%)	($	54	)		—	%
Return on average tangible common equity	F/I		9.68	%		8.43	%		6.61	%		125	bps					307	bps
Return on average tangible common equity, underlying	G/I		8.98			8.43			6.61			55	bps					237	bps
Return on average total assets and return on average total assets, underlying:
Average total assets (GAAP)	J	$	148,786		$	147,315		$	138,780		$	1,471			1	%	$	10,006			7	%
Return on average total assets	D/J		0.87	%		0.76	%		0.65	%		11	bps					22	bps
Return on average total assets, underlying	E/J		0.81			0.76			0.65			5	bps					16	bps
Return on average total tangible assets and return on average total tangible assets, underlying:
Average total assets (GAAP)	J	$	148,786		$	147,315		$	138,780		$	1,471			1	%	$	10,006			7	%
Less: Average goodwill (GAAP)			6,876			6,876			6,876			—			—			—			—
Less: Average other intangibles (GAAP)			—			1			3			(1	)		(100	)		(3	)		(100	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			523			481			8			2			50			10
Average tangible assets	K	$	142,441		$	140,961		$	132,382		$	1,480			1	%	$	10,059			8	%
Return on average total tangible assets	D/K		0.91	%		0.79	%		0.68	%		12	bps					23	bps
Return on average total tangible assets, underlying	E/K		0.85			0.79			0.68			6	bps					17	bps
Net income per average common share - basic and diluted, underlying:
Average common shares outstanding - basic (GAAP)	L		509,451,450			512,015,920			528,070,648			(2,564,470	)		(1	%)		(18,619,198	)		(4	%)
Average common shares outstanding - diluted (GAAP)	M		511,348,200			513,897,085			530,446,188			(2,548,885	)		—			(19,097,988	)		(4	)
Net income available to common stockholders (GAAP)	F	$	313		$	282		$	216		$	31			11		$	97			45
Net income per average common share - basic (GAAP)	F/L		0.61			0.55			0.41			0.06			11			0.20			49
Net income per average common share - diluted (GAAP)	F/M		0.61			0.55			0.41			0.06			11			0.20			49
Net income available to common stockholders, underlying	G		290			282			216			8			3			74			34
Net income per average common share - basic, underlying	G/L		0.57			0.55			0.41			0.02			4			0.16			39
Net income per average common share - diluted, underlying	G/M		0.57			0.55			0.41			0.02			4			0.16			39

23

Citizens Financial Group, Inc.

Forward-Looking Statements

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.

24

Citizens Financial Group, Inc.

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, 2016, filed with the United States Securities and Exchange Commission on February 24, 2017.

Note: Percentage changes, per share amounts and ratios presented in this document are calculated using whole dollars.

CFG-IR

25

EX-99.2

1Q17 Financial Results April 20, 2017 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 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, 2016, filed with the United States Securities and Exchange Commission on February 24, 2017. Key Performance Metrics and Non-GAAP Financial Measures and Reconciliations Key Performance Metrics: Our management team uses 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. We have established the following financial targets, in addition to others, as KPMs, which 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 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” or “Underlying” results. We believe that these “Adjusted” or “Underlying” results provide the best representation of our financial progress towards these goals as they exclude items that our management does not consider indicative of our on-going financial performance. KPMs that contain “Adjusted” or “Underlying” results are considered non-GAAP financial measures. Non-GAAP Financial Measures: This document contains non-GAAP financial measures. The following tables present reconciliations of our non-GAAP measures. These reconciliations exclude “Adjusted” or “Underlying” items, which are included, where applicable, in the financial results presented in accordance with GAAP. “Adjusted” or “Underlying” items include certain items that may occur in a reporting period which management does not consider indicative of on-going financial performance. The non-GAAP measures presented in the following tables include reconciliations to the most directly comparable GAAP measures and are: “noninterest income”, “total revenue”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense”, “income tax expense”, “effective income tax rate”, “net income”, “net income available to common stockholders”, “other income”, “salaries and employee benefits”, “outside services”, “amortization of software expense”, “other operating expense”, “net income per average common share”, “return on average common equity” and “return on average total assets”. We believe these non-GAAP 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 “Adjusted” or “Underlying” 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 “Adjusted” or “Underlying” 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 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.

Provision expense of $96 million decreased $6 million from 4Q16 as lower net charge-offs were partially offset by an increase in the reserve for unfunded commitments Overall credit quality continues to improve; NPLs remain stable QoQ at 97 bps of loans NPL coverage ratio of 117% vs. 118% in 4Q16 and 113% in 1Q16 Allowance to loans and leases of 1.13% vs. 1.15% in 4Q16 and 1.21% in 1Q16 reflects proactive effort to improve underlying credit quality Generated 8% YoY average loan growth, with strength in commercial and retail Average loan yields of 3.69% improved 23 bps YoY, reflecting continued improvement in mix towards more attractive risk-adjusted return asset categories and the benefit of higher rates Consumer Banking — Solid deposit and loan growth. Mortgage loan officer growth of 22 to 560 in 1Q17. Wealth business gaining momentum. Continued momentum in Checkup program to build and deepen relationships Commercial Banking — Very strong YOY fee performance, led by Capital Markets and Interest Rate Products; demonstrates quality, strength and potential of business model Continue to grow balance sheet and add new customers; 10% average loan growth YOY with strength in CRE, Mid-corporate and Middle Market, Franchise Finance and Industry Verticals. Average deposit growth of 17% YOY. Continue to add coverage bankers to expand industry group expertise and extend geographic reach 1Q17 highlights Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017. Current-period regulatory capital ratios are preliminary. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019. Improving profitability and returns Strong capital, liquidity and funding Excellent credit quality Continued progress on strategic growth, efficiency and balance sheet optimization initiatives Robust capital levels with a common equity tier 1 ratio of 11.2%(2); TBV per share of $26.02, up 3% from 1Q16 Repurchased $560 million of common shares during the first three quarters of the CCAR Plan at a weighted-average price of $27.01, and including common dividends returned $756 million to shareholders 1Q17 average deposits increased $8.0 billion, or 8%, vs. 1Q16; period-end loan-to-deposit ratio of 97%; strong LCR Net income of $320 million up 43% vs.1Q16 and up 13% vs. 4Q16; Diluted EPS of $0.61 up 49% vs. 1Q16 and up 11% vs. 4Q16 Continued progress with ROTCE of 9.7%, compared to 6.6% in 1Q16 and 8.4% in 4Q16(1) Results include a $23 million benefit, or $0.04 per diluted common share, related to settlement of state tax matters Underlying net income of $297 million up 5% from 4Q16 and up 33% from 1Q16. Underlying EPS of $0.57 up 4% from 4Q16 and up 39% from 1Q16; Underlying ROTCE of 9.0% improved by 0.6% relative to 4Q16 and 2.4% relative to 1Q16(1) Revenue of $1.4 billion, up 12% YoY and up 2% QoQ NII up 11% YoY and 2% QoQ with NIM of 2.96% up 6 bps from 4Q16 and 10 bps YoY Noninterest income up 15% YoY and up 1% QoQ despite seasonality in service charges and fees Positive operating leverage YoY of 7% – efficiency ratio improved ~4 percentage points YoY to 61.7%(1)

GAAP financial summary Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017. Includes held for sale. Loan-to-deposit ratio is period end. Full-time equivalent employees. Linked quarter: Net income up 13% and EPS up 11% from 4Q16 1Q17 results included a $23 million, or $0.04, benefit related to settlement of state tax matters that lowered the tax rate by 5.2 per cent Underlying net income up 5% and EPS up 4%(1) NII up $19 million, or 2%, reflecting 1.5% average loan and LHFS growth and a 6 bp improvement in NIM, given higher earning asset yields including the benefit of rising rates. Noninterest income improved $2 million Reflects strength in capital markets fees, card fees and trust and investment services fees, partially offset by seasonally lower service charges and fees, and lower mortgage banking fees and FX and interest rate product income Noninterest expense increased $7 million from 4Q16 Driven by seasonally higher payroll taxes and 401(k) benefit costs Provision for credit losses decreased $6 million Prior-year quarter: Net income up 43%, reflecting strong revenue growth and positive operating leverage of 7%; EPS up 49% Underlying net income up 33% and EPS up 39%(1) NII up $101 million, or 11%, with 8% average loan growth and a 10 bp improvement in NIM on improving loan yields given improved portfolio mix and higher rates Noninterest income up $49 million, largely reflecting strength in capital markets, FX and interest rate products, card and mortgage banking fees Noninterest expense up $43 million, driven by higher salaries and employee benefits tied to a change in the timing of incentive payments, as well as higher occupancy, software and other expense Provision for credit losses increased $5 million Highlights YoY excluding certain tax items(1) á 39% á237 bps á 34% á 26% á 33% á160 bps á 16 bps á 17 bps 1Q17 change from $s in millions 1Q17 4Q16 1Q16 4Q16 1Q16 $ % $ % Net interest income 1,005 $ 986 $ 904 $ 19 $ 2 % 101 $ 11 % Noninterest income 379 377 330 2 1 49 15 Total revenue 1,384 1,363 1,234 21 2 150 12 Noninterest expense 854 847 811 7 1 43 5 Pre-provision profit 530 516 423 14 3 107 25 Provision for credit losses 96 102 91 (6) (6) 5 5 Income before income tax expense 434 414 332 20 5 102 31 Income tax expense 114 132 109 (18) (14) 5 5 Net income 320 $ 282 $ 223 $ 38 $ 13 97 $ 43 Preferred dividends 7 — 7 7 100 — — Net income available to common stockholders 313 $ 282 $ 216 $ 31 $ 11 % 97 $ 45 % $s in billions Average interest-earning assets 136 $ 135 $ 126 $ 2 $ 1 % 10 $ 8 % Average deposits 110 $ 109 $ 102 $ 1 $ 1 % 8 $ 8 % Key performance metrics (1) Net interest margin 2.96 % 2.90 % 2.86 % 6 bps 10 bps Loan-to-deposit ratio (2) 97.0 98.6 99.2 (159) (213) ROACE 6.5 5.7 4.5 82 207 ROTCE 9.7 8.4 6.6 125 307 ROA 0.9 0.8 0.7 11 22 ROTA 0.9 0.8 0.7 12 23 Efficiency ratio 61.7 % 62.2 % 65.7 % (50) bps (398) bps FTEs (3) 17,515 17,639 17,902 (124) (1) % (387) (2) % Per common share Diluted earnings 0.61 $ 0.55 $ 0.41 $ 0.06 $ 11 % 0.20 $ 49 % Tangible book value (1) 26.02 $ 25.69 $ 25.21 $ 0.33 $ 1 % 0.81 $ 3 % Average diluted shares outstanding (in millions) 511.3 513.9 530.4 (2.5) — % (19.1) (4) %

Net interest income Highlights Includes interest-bearing cash and due from banks and deposits in banks. Linked quarter: NII up $19 million, or 2% Reflects 1.5% average loan growth driven by commercial, education, mortgage and other unsecured retail loans, partially offset by the impact of lower day count of $14 million NIM of 2.96% improved 6 bps from fourth quarter 2016 Reflects improved commercial and consumer loan yields given continued portfolio mix shift towards higher-return assets and higher interest rates, which also benefited investment portfolio yields. These were partially offset by the impact of securities portfolio growth and higher funding costs Prior-year quarter: NII up $101 million, or 11%, with NIM up 10 bps 8% average loan growth Increase in NIM reflects higher commercial and consumer loan yields given balance sheet optimization initiatives and higher interest rates, partially offset by the impact of securities portfolio growth and higher deposit and funding costs Net interest income $s in millions, except earning assets Average interest-earning assets Average interest-earning assets Net interest income Net interest margin

Net interest margin NIM walk 1Q16 to 1Q17 NIM walk 4Q16 to 1Q17 2.90% 2.96% 0.08% (0.01)% (0.03)% 0.02% 4Q16 NIM% Loan yields Borrowing costs/other Deposit costs Investment portfolio yield/growth 1Q17 NIM%

Note: Other income includes bank-owned life insurance and other income. Noninterest income Linked quarter: Noninterest income improved $2 million Service charges and fees decreased $7 million, reflecting seasonality and fewer days Card fees increased $10 million as revised contract terms commencing this quarter for core processing fees and a reduction in card rewards expense more than offset the impact of seasonally lower purchase volumes Capital markets fees increased $11 million, led by strong results in loan syndications, bond underwriting and advisory fees Trust and investment services fees increased $5 million, driven by higher sales volume given increased staffing FX and interest rate products income decreased $4 million from strong fourth quarter levels Mortgage banking fees decreased $13 million from fourth quarter levels that included higher MSR valuations and origination volumes Prior-year quarter: Noninterest income improved $49 million, or 15% Card fees increased $10 million as the benefit of revised contract terms commencing this quarter for core processing fees and a reduction in card reward expense was partially offset by lower out-of-network ATM fees Capital markets fees increased $23 million, reflecting particular strength in loan syndications, bond underwriting and advisory fees given strong market volume and expanded capabilities FX and interest rate products income increased $9 million, driven by strong client hedging activity and expanded capabilities Mortgage banking fees grew $5 million, reflecting improved MSR valuations and higher origination volumes Securities gains decreased $5 million Highlights $s in millions

Highlights $s in millions Linked quarter: Noninterest expense increased $7 million, or 1% Salaries and employee benefits expense increased $24 million given the impact of seasonally higher payroll taxes and 401(k) benefit costs FTEs decreased 124, as efficiency reductions offset strategic hiring Occupancy increased $5 million, reflecting higher branch rationalization costs and seasonally higher maintenance costs Outside services were $7 million lower, reflecting the impact of our ongoing efficiency initiatives Other expense decreased $13 million, reflecting lower insurance, fraud and regulatory costs Prior-year quarter: Noninterest expense increased $43 million, or 5%, driven by higher salaries and employee benefits Salaries and employee benefits up $19 million given higher payroll taxes and 401(k) benefit costs, largely tied to a change in the timing of incentive payments, as well as higher revenue-based incentives FTEs decreased 387 reflecting our efficiency initiatives, which more than offset sales force and strategic hiring Occupancy increased $6 million, driven by branch rationalization costs Amortization of software was up $5 million, reflecting the impact of technology investments Other expense increased $11 million related to higher FDIC insurance expense and higher fraud and regulatory costs Noninterest expense

Consolidated average balance sheet Linked quarter: Total earning assets up $1.7 billion, or 1%, with loan growth of $1.5 billion, or 1.5%. Period-end loans up $442 million Commercial loans up $1.0 billion, or 2%, on continued strength in Commercial Real Estate, Mid-corporate and Middle Market, Franchise Finance and Industry Verticals Retail loans up $529 million, or 1%, driven by growth in Education Finance, Home Mortgage and Consumer Unsecured, partially offset by lower Home Equity and Automotive balances Total deposits increased $829 million, or 1%, reflecting growth in checking with interest, savings and term deposits. Period-end deposits up $2.3 billion or 2% Borrowed funds increased $1.0 billion, driven by an increase in long-term FHLB borrowings Prior-year quarter: Total earning assets up $10.2 billion, or 8%, with loan growth of $7.8 billion, or 8% Commercial loans up $5.0 billion, or 11%, driven by strength in Mid-corporate and Middle Market, Commercial Real Estate, Franchise Finance and Industry Verticals Retail loans up $2.8 billion, or 5%, driven by strength in Education Finance, Home Mortgage, and Consumer Unsecured, partially offset by lower Home Equity balances Total deposits up $8.0 billion, or 8%, reflecting growth in all deposit categories Borrowed funds increased $2.4 billion, reflecting growth in long-term senior debt and long-term FHLB borrowings as we continue to strengthen our term funding profile Highlights Note: Loan portfolio trends reflect non-core portfolio impact not included in segment results on pages 10 and 11. $136.4 billion Interest-earning assets $126.3 billion Deposits/borrowed funds Total Retail 41% Total Commercial 39% CRE Other Commercial Residential mortgage Total home equity Automobile Other Retail Investments and interest-bearing deposits Retail / Personal Commercial/ Municipal/ Wholesale Borrowed funds

Consumer Banking average loans and leases Other includes Credit Card, RV, Marine, Other. $s in billions Linked quarter: Average loans increased $655 million, or 1%, largely reflecting growth in education, residential mortgages and other unsecured categories, partially offset by lower home equity and automotive balances Consumer loan yields up 10 bps, reflecting continued improvement in mix towards higher risk-adjusted return categories and the impact of higher rates Prior-year quarter: Average loans increased $3.4 billion, or 6%, driven by residential mortgages, education and other unsecured categories, partially offset by lower home equity balances Consumer loan yields up 22 bps, reflecting initiatives to improve risk-adjusted returns, along with the benefit of higher interest rates Highlights Average loans and leases (1)

Commercial Banking average loans and leases Linked quarter: Average loans up $1.1 billion, or 2%, with continued strength in Commercial Real Estate, Mid-corporate and Middle Market, Franchise Finance and Industry Verticals Loan yields improved 23 bps, largely tied to an increase in 30-day LIBOR Prior-year quarter: Average loans up $4.2 billion, or 10%, on strength in Mid-corporate and Middle Market, Commercial Real Estate, Franchise Finance and Industry Verticals Loan yields increased 41 bps, reflecting improved mix and higher rates Other includes Business Capital, Govt, Corporate Finance, Treasury Solutions, Corporate and Commercial Banking Admin. Highlights $s in billions Average loans and leases (1)

Average funding and cost of funds Linked quarter: Total average deposits up $829 million, or 1% Largely reflecting growth in term deposits, checking with interest and savings partially offset by seasonally lower commercial deposits Total deposit costs of 0.32% increased 4 bps, reflecting the impact of higher interest rates and growth in commercial deposits over the quarter On a period-end basis, Consumer and Commercial deposits up 2% Total cost of funds increased 5 bps driven by the increase in deposit costs and the impact of growth in long-term funding Prior-year quarter: Total average deposits increased $8.0 billion, or 8%, on strength across all categories Total deposit costs increased 8 bps as the impact of higher short-term rates was partially offset by growth in lower-cost categories and continued pricing discipline On a period-end basis, deposits up 9% with Consumer Banking up 6% and Commercial Banking up 20% Total cost of funds increased 9 bps, reflecting a continued shift towards a more balanced mix of long-term and short-term funding along with the impact of higher interest rates Highlights Average interest-bearing liabilities and DDA $s in billions Total long-term borrowings Fed funds, repo, ST borrowed funds Term deposits Checking with interest DDA Money market & savings

Overall credit quality continues to improve, reflecting growth in higher quality, lower risk retail loans and stable risk appetite in commercial NPLs to total loans and leases of 0.97% was stable with 4Q16 and improved 10 bps from 1.07% in 1Q16 NPLs decreased $29 million from 1Q16, reflecting a $72 million decrease in retail and a $43 million increase in commercial Net charge-offs of $87 million, or 0.33% of average loans and leases, decreased $17 million driven by a reduction in auto from higher 4Q16 levels, which included a $7 million impact tied to a methodology change Commercial net charge-offs of $19 million increased $3 million from 4Q16 Retail net charge-offs of $68 million decreased $20 million, driven by an $8 million reduction in auto from higher 4Q16 levels that included a $7 million impact of a methodology change in auto. Results also reflected improvement in real-estate secured and education portfolios Provision for credit losses of $96 million decreased $6 million from 4Q16 as a reduction in net charge-offs was partially offset by an increase in the reserve for unfunded commitments; YoY results relatively stable Allowance to total loans and leases of 1.13% vs. 1.15% in 4Q16 and 1.21% in 1Q16, reflects proactive efforts to improve underlying credit quality Strong credit-quality trends continue Highlights Allowance for loan and lease losses to nonperforming loans and leases. $s in millions (1) Nonperforming loans Allowance for loan and lease losses Provision for credit losses 1Q16 2Q16 3Q16 4Q16 1Q17 Provision for credit losses, net charge-offs (recoveries)

Capital levels remain at the higher end of the range for regional peers 1Q17 Basel III common equity tier 1 capital ratio (transitional basis) remained stable Net income: ~26 bps increase RWA growth: ~10 bps decrease Common share repurchase: ~10 bps decrease Dividends: ~6 bps decrease LDR of 97% decreased 159 bps from 4Q16 Fully compliant with LCR and current understanding of NSFR(4) 2016 CCAR plan reflects continued commitment towards prudent return of capital with up to $690 million in share repurchases Repurchased $560 million of common shares during the first three quarters of the CCAR Plan at a weighted-average price of $27.01 Capital and liquidity remain strong Highlights Current-reporting period regulatory capital ratios are preliminary. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019. Ratios also reflect the required U.S. Standardized methodology for calculating RWAs, effective January 1, 2015. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. Based on the September 2014 release of the U.S. version of the Liquidity Coverage Ratio (LCR). Note that as a modified LCR company, CFG’s minimal LCR requirement of 90% began January 2016. Reflects current understanding of Net Stable Funding Ratio (NSFR). Period end includes held for sale. Loan-to-deposit ratio(5) Capital ratio trend (1,2) (1,2)

Initiative 1Q17 Status Commentary Grow and deepen relationships with primary households Primary households up ~23,000 YoY and added ~15,000 primary HHs with a loan or investment. Continue to build out Mass Affluent and Affluent value propositions. Citizens Checkup continues to help build stronger relationships with customers and maintains high levels of customer satisfaction. Expand mortgage sales force Expanding platform with LOs up 124 YoY and 22 from 4Q16 to 560. Originations up 20% YoY though down 25% from 4Q16 due to re-finance headwinds. Fulfillment efficiency and top-box satisfaction showing improvement. Strengthening linkages with wealth business. Optimize Auto Continue to optimize returns in business through focus on most profitable dealers and increased pricing. Reducing portfolio in favor of more attractive student and unsecured assets. SCUSA deal ends April 30. Grow Education/Unsecured Credit Continued strong momentum in education with total loan balances up 45% YoY driven by steady growth in Ed Refi. Apple iUp balances up nicely YoY, adding new partners; expanding unsecured through targeted marketing. Expand Business Banking Loan originations up YoY reflecting increased demand for credit and new sales alignment implemented last year. Deposit balances up 6% YoY. Expand Wealth Expand Wealth FCs up 31 YoY to 360. YoY managed money sales up 300% with Investment sales up 25%. Fee-based business mix improved to 36% from 14% in 1Q16. Continue development of Capital and Global Markets activities Fee income up 89% YoY reflecting strong capital markets activity in loan and bond markets and modest growth in derivatives and FX activity; benefitting from expanded capabilities. Build out Treasury Solutions Fees up 8% compared to prior year quarter reflecting pricing increase, improving sales activity, and a 15% increase in commercial card fees. Maintaining focus on growing deposits. Continuing to build out product and industry specialist teams. Grow Franchise Finance Strong growth with balances up 27% YoY. Continue expansion in well-established brands of quick service and fast casual franchises. Expand Middle Market Loan balances up 5% and origination volumes up 51% YoY. Deposits up $590 million, or 8%, and fee income up 16% YoY driven by initiatives to deepen relationships with customers. Build out Mid-Corp & verticals Overall loan growth of 18% YoY, driven by Healthcare and Technology industry verticals, which had loan growth of 28% YoY. Fee income up $26 million, or 80% YoY. Prudently grow CRE Continue to deepen client penetration with top developers in core geographies, while moderating growth in multi-family and retail sectors. CRE loans grew 16% YoY to $10.1 billion. Reposition Asset Finance Continue to realign product offering and strategy towards core Middle Market and Mid-Corp customers to drive improved spread and fees. Balance Sheet Optimization NIM increased 10 bps YoY, with approximately half of the increase due to continued execution of balance sheet strategies targeting improved mix and pricing. Continue to optimize auto and asset finance portfolios for higher returns. TOP III TOP III Program on track to meet targeted run-rate pre-tax benefit of $100-$115 million by end of 2017. Summary of progress on strategic initiatives Consumer Commercial CFG

TOP III Program Revenue initiatives Target ~$25-$30 million Commercial Attrition: Predictive tool and early intervention efforts are being executed to reduce Middle Market and Treasury Solutions attrition Unsecured Lending: Initiative launched with good response rates; early read on performance is positive and customer profiles are strong Business Banking Share of Wallet: Executing on plans to deepen share with cash management, card, and FX Expense initiatives Target ~$55-$65 million Consumer Efficiencies: First phase of streamlining non-revenue staff is complete; focus is now on executing branch optimization actions Commercial Efficiencies: Streamlined end-to-end processing and portfolio management; actions are complete Functional Efficiencies: Streamlined forecasting and reporting in finance and recruiting and training in HR; actions are complete Fraud: Launched enhancements to claims management and reporting process; launching improvements to detection activities Tax efficiencies Target ~$20 million(1) Tax-Rate Optimization: Taking steps to move closely/align tax rate to peer levels; showing progress in investment and historic tax credits Launched mid 2016 — Targeted run-rate pre-tax benefit of $100-$115 million by end of 2017 Tapping Our Potential (TOP) programs remain on track Self funding necessary investments through our efficiency initiatives ~$20 million pre-tax benefit; noninterest income pre-tax impact ~($20) million; tax expense benefit of ~$40 million on a pre-tax equivalent basis.

Goal is to deliver a 10%+ run-rate ROTCE in the medium term 1.0%+ Adjusted efficiency ratio(1) ~60% 10%+ Making consistent progress against our financial goals Medium-term targets Key Indicators Adjusted ROTCE(1) Adjusted return on average total tangible assets(1) EPS Adjusted diluted EPS(1) Common equity tier 1 ratio(2) (3) Underlying results(1) Reported results(1) 9.68% 8.98% 0.91% 0.85% Adjusted results(1) Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Adjusted” results, which exclude restructuring charges, special items and/or notable items, as applicable are displayed for periods from 3Q13 through 4Q16. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017. Common equity tier 1 ("CET1") capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015. Commencement of separation effort from RBS. $0.61 $0.57

2Q17 outlook Net interest income, net interest margin Noninterest expense Credit trends, tax rate Period-end loans up ~1.5%; ~1% average loan growth Expect ~3-4 basis point improvement in net interest margin given benefit of recent rate rise Relatively stable Positive operating leverage and further efficiency ratio improvement Provision expense stable/slightly higher on loan growth, with relatively stable charge-offs Tax rate of ~32% 2Q17 expectations vs. 1Q17 Capital, liquidity and funding Quarter-end Basel III common equity tier 1 ratio ~11.1% Loan-to-deposit ratio of ~97-98% Noninterest income Expect a decrease from 1Q17 levels that included particularly strong results in capital markets $108.1 billion average loans 2.96% NIM $854 million noninterest expense $96 million provision expense 26.4% tax rate 1Q17 11.2% CET1 ratio 99% avg. loan-to-deposit ratio $379 million noninterest income

Key messages Citizens 1Q17 results highlight continued momentum Strong revenue, net income and EPS growth Robust operating leverage, expanding net interest margin, improving efficiency ratio and active capital management ROTCE of 9.7%; 9.0% excluding the impact of certain state tax matters Strong balance sheet position Peer-leading CET1 ratio permits strong loan growth and attractive returns to shareholders Attractive loan growth with continued improvement in credit quality Disciplined execution on growing more attractive risk-adjusted return portfolios Keen focus on continuous improvement and delivering benefits from TOP efficiency programs Continue to self-fund significant investments in technology, talent and growth initiatives Strong execution against initiatives In particular, Capital Markets, Global Markets and Wealth Management showed strong momentum in 1Q17 On track to deliver well for all stakeholders in 2017 Progressing well on objectives for customers, colleagues, communities, shareholders and regulators Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017.

Appendix

Linked-quarter results á 0.4% á 2% á 3% EPS á11% á12 bps á125 bps Excludes loans held for sale. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017. Pre-provision profit $s in millions Return on average total tangible assets $s in billions Net income and EPS $s in millions, except per share data Return on average tangible common equity $s in billions Period-end loans $s in billions Period-end deposits $s in billions (1) á 13% $297 $0.55 $0.61 $0.57 GAAP results Underlying results 9.0% Underlying EPS á 4% GAAP results Underlying results (2) (2) Underlying á 55 bps

$297 $0.57 9.0% Underlying EPS á 39% Underlying á 237 bps Quarter-over-quarter results á 25% á 7% á 9% á23 bps á307 bps EPS á 49% á 43% $0.61 Pre-provision profit $s in millions Return on average total tangible assets $s in billions Net income and EPS $s in millions, except per share data Return on average tangible common equity $s in billions Period-end loans $s in billions Period-end deposits $s in billions (1) GAAP results Underlying results GAAP results Underlying results (2) (2) Excludes loans held for sale. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017. $0.41

We remain positioned for rising rates… Net interest income poised to benefit from rising rates Continue to target asset sensitivity at ~ 6% as it is relatively early in the Federal Reserve’s rate and balance sheet normalization course Most sensitive to the short end of the curve given that ~85% of commercial loans are floating rate and relatively large HELOC portfolio Securities portfolio effective duration increased to 4.4 years compared with 4.3 years at December 31, 2016 and 2.9 years at March 31, 2016 Reflects impact of higher long-term rates, which reduced mortgage prepayment speeds …but also see continued opportunity to enhance performance by executing well on our initiatives Interest rate sensitivity trend Note: CFG data as of 1Q17. Peer data from SNL as of 4Q16. Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB. Peer estimates based on the public disclosures as of the most recent quarter available and utilizes a 200 basis point gradual increase above 12-month forward curve except PNC, which is based on a 100 basis point gradual increase and STI, which is based on a 200 basis point shock. PNC and STI excluded from peer median. 1) Calculated before the impact of hedges. Interest rate sensitivity ranking (200 bps gradual increase)

Consumer Banking segment Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. Includes held for sale. Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent to a sustainable target level for tier 1 common equity and then allocate that approximation to the segments based on economic capital. Highlights Linked quarter: Net income increased $3 million, or 3% Net interest income remained relatively stable vs. 4Q16 as the benefit of higher education, mortgage and unsecured retail loan balances and improved loan yields, including higher rates, was partially offset by the impact of fewer days and in increase in deposit costs Average loans up $598 million, or 1%, and average deposits up $1.0 billion, or 1%, from 4Q16 Noninterest income down $7 million, as a reduction in mortgage banking from fourth quarter levels that included improved MSR valuations and higher origination volumes, and seasonally lower service charges more than offset an increase in card fees and higher trust and investment services fees Higher card fees reflect revised contract terms commencing this quarter for core processing fees and a reduction in card rewards expense Noninterest expense relatively stable with 4Q16 as an increase in salaries and employee benefit costs, given the impact of seasonally higher payroll taxes and (401)k benefit costs, and higher occupancy costs associated with branch rationalization and seasonally higher maintenance costs were largely offset by lower outside services expense and a reduction in other operating expense, largely regulatory and fraud costs Provision for credit losses down $10 million, largely driven by improvements in auto from higher fourth quarter levels, which included a $7 million increase related to a methodology change Prior-year quarter: Net income up $24 million, or 34% Net interest income up $57 million, or 10%, driven by a $3.6 billion increase in average loans led by education, mortgage and consumer unsecured, along with higher loan yields, partially offset by an increase in deposit costs Average loans up $3.6 billion, or 7%, and average deposits up $3.3 billion, or 5%, from 1Q16 Noninterest income increased $12 million, driven by an increase in card fees, which included core processing fees and a reduction in card rewards expense, as well as an increase in mortgage banking fees, which reflects improved MSR valuations and higher origination volumes Noninterest expense increased $31 million, or 5%, largely driven by an increase in salaries and employee benefits tied to higher commissions and payroll taxes as well as other expenses largely tied to insurance and fraud and regulatory costs Provision for credit losses up $1 million, largely driven by higher net charge-offs in auto and education 1Q17 change from $s in millions 1Q17 4Q16 1Q16 4Q16 1Q16 $ % $ % Net interest income 638 $ 639 $ 581 $ (1) $ — % 57 $ 10 % Noninterest income 220 227 208 (7) (3) 12 6 Total revenue 858 866 789 (8) (1) 69 9 Noninterest expense 647 649 616 (2) — 31 5 Pre-provision profit 211 217 173 (6) (3) 38 22 Provision for credit losses 64 74 63 (10) (14) 1 2 Income before income tax expense 147 143 110 4 3 37 34 Income tax expense 52 51 39 1 2 13 33 Net income 95 $ 92 $ 71 $ 3 $ 3 % 24 $ 34 % Average balances $s in billions Total loans and leases (2) 57.3 $ 56.7 $ 53.7 $ 0.6 $ 1 % 3.6 $ 7 % Total deposits 74.1 $ 73.1 $ 70.9 $ 1.0 $ 1 % 3.3 $ 5 % Mortgage Banking metrics Originations 1,664 $ 2,220 $ 1,386 $ (556) $ (25) % 278 $ 20 % Origination Pipeline 1,741 1,868 2,126 (127) (7) % (385) (18) % Gain on sale of secondary originations 1.92% 1.81% 2.40% 11 bps (48) bps Key performance metrics ROTCE (1,3) 7.1% 7.0% 5.6% 9 bps 147 bps Efficiency ratio (1) 75% 75% 78% 51 bps (267) bps

Commercial Banking segment Linked quarter: Commercial Banking net income increased $8 million, or 5% Total revenue increased $11 million, or 2%, driven by loan growth and higher loan yields Average loans up $1.1 billion; deposits decreased $437 million Loan growth driven by growth in Commercial Real Estate, Franchise Finance and Industry Verticals Noninterest income increased $12 million, or 10%, reflecting strength in capital markets and modest improvements in card fees and service charges, which more than offset lower foreign exchange and interest rate products fees from strong fourth quarter levels Noninterest expense increased $3 million, or 2%, largely reflecting higher salaries and benefits expense tied to seasonally higher payroll taxes and 401(k) benefit costs Provision for credit losses improved $1 million Prior-year quarter: Net income increased $47 million, or 35% Net interest income was up $46 million, or 15%, driven by 10% loan growth and improved loan yields including higher rates, partially offset by higher deposit costs Noninterest income increased $35 million from first quarter 2016 levels, largely reflecting strength in capital markets, foreign exchange and interest rate products and card fees Noninterest expense increased $3 million from first quarter 2016, driven by higher salaries and employee benefits largely tied to higher payroll taxes given the change in timing of incentive compensation. Expense results also reflect higher amortization of software and a reduction in outside services Provision for credit losses increased $10 million from first quarter 2016, driven by increased losses Highlights Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. Includes held for sale. Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent to a sustainable target level for tier 1 common equity and then allocate that approximation to the segments based on economic capital. 1Q17 change from $s in millions 1Q17 4Q16 1Q16 4Q16 1Q16 $ % $ % Net interest income 346 $ 347 $ 300 $ (1) $ — % 46 $ 15 % Noninterest income 134 122 99 12 10 35 35 Total revenue 480 469 399 11 2 81 20 Noninterest expense 190 187 187 3 2 3 2 Pre-provision profit 290 282 212 8 3 78 37 Provision for credit losses 19 20 9 (1) (5) 10 111 Income before income tax expense 271 262 203 9 3 68 33 Income tax expense 91 90 70 1 1 21 30 Net income 180 $ 172 $ 133 $ 8 $ 5 % 47 $ 35 % Average balances $s in billions Total loans and leases (2) 48.2 $ 47.0 $ 43.9 $ 1.1 $ 2 % 4.3 $ 10 % Total deposits 29.0 $ 29.4 $ 24.8 $ (0.4) $ (1) % 4.1 $ 17 % Key performance metrics ROTCE (1,3) 13.2% 12.9% 11.2% 24 bps 199 bps Efficiency ratio (1) 40% 40% 47% (3) bps (694) bps

Other Linked quarter: Other recorded net income of $45 million, up $27 million First quarter results included a $23 million benefit, or $0.04 per diluted common share, related to settlement of certain state tax matters that lowered the effective tax rate by 5.2 per cent Other reflects net interest income of $21 million in first quarter 2017 versus zero net interest income in fourth quarter 2016, given higher residual funds transfer pricing and higher investment income, partially offset by the lower benefit of swaps and higher funding costs Noninterest income of $25 million decreased $3 million, largely reflecting fourth quarter gains not recorded in first quarter Noninterest expense of $17 million increased $6 million, driven by the impact of seasonally higher payroll taxes and higher incentives Provision for credit losses of $13 million increased $5 million Prior-year quarter: Other net income up $26 million, driven by a $23 million benefit, or $0.04 per diluted common share, related to the settlement of state tax matters that lowered the effective tax rate by 5.2 per cent Net interest income decreased $2 million, reflecting higher funding costs and the lower benefit of swaps, partially offset by higher investment income and higher residual funds transfer pricing Noninterest income remained stable Noninterest expense up $9 million, largely reflecting increased depreciation expense related to non-core leases transferred from Commercial Provision for credit losses decreased, reflecting lower net charge-offs in non-core Highlights * Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. 1Q17 change from $s in millions 1Q17 4Q16 1Q16 4Q16 1Q16 $ % $ % Net interest income 21 $ — $ 23 $ 21 $ 100 % (2) $ (9) % Noninterest income 25 28 23 (3) (11) 2 9 Total revenue 46 28 46 18 64 — — Noninterest expense 17 11 8 6 55 9 113 Pre-provision profit (loss) 29 17 38 12 71 (9) (24) Provision for credit losses 13 8 19 5 63 (6) (32) Income (loss) before income tax expense (benefit) 16 9 19 7 78 (3) (16) Income tax expense (benefit) (29) (9) — (20) (222) (29) (100) Net income (loss) 45 $ 18 $ 19 $ 27 $ 150 % 26 $ 137 % Average balances $s in billions Total loans and leases 3.2 $ 3.4 $ 3.0 $ (0.2) $ (5) % 0.2 $ 7 % Total deposits 6.8 $ 6.6 $ 6.3 $ 0.3 $ 4 % 0.6 $ 9 %

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 1Q17 4Q16 3Q16 2Q16 1Q16 $ % $ % Noninterest income, adjusted: Noninterest income (GAAP) $379 $377 $435 $355 $330 $2 1 % $49 15 % Less: Notable items — — 67 — — — — — — Noninterest income, adjusted (non-GAAP) $379 $377 $368 $355 $330 $2 1 % $49 15 % Total revenue, adjusted: Total revenue (GAAP) A $1,384 $1,363 $1,380 $1,278 $1,234 $21 2 % $150 12 % Less: Notable items — — 67 — — — — — — Total revenue, adjusted (non-GAAP) B $1,384 $1,363 $1,313 $1,278 $1,234 $21 2 % $150 12 % Noninterest expense, adjusted: Noninterest expense (GAAP) C $854 $847 $867 $827 $811 $7 1 % $43 5 % Less: Notable items — — 36 — — — — — — Noninterest expense, adjusted (non-GAAP) D $854 $847 $831 $827 $811 $7 1 % $43 5 % Pre-provision profit: Total revenue (GAAP) A $1,384 $1,363 $1,380 $1,278 $1,234 $21 2 % $150 12 % Noninterest expense (GAAP) C 854 847 867 827 811 7 1 43 5 Pre-provision profit (GAAP) $530 $516 $513 $451 $423 $14 3 % $107 25 % Pre-provision profit, adjusted: Total revenue, adjusted (non-GAAP) B $1,384 $1,363 $1,313 $1,278 $1,234 $21 2 % $150 12 % Less: Noninterest expense, adjusted (non-GAAP) D 854 847 831 827 811 7 1 43 5 Pre-provision profit, adjusted (non-GAAP) $530 $516 $482 $451 $423 $14 3 % $107 25 % Income before income tax expense, adjusted: Income before income tax expense (GAAP) $434 $414 $427 $361 $332 $20 5 % $102 31 % Less: Income before income tax expense (benefit) related to notable items — — 31 — — — — — — Income before income tax expense, adjusted (non-GAAP) $434 $414 $396 $361 $332 $20 5 % $102 31 % Income tax expense and effective income tax rate, adjusted: Income tax expense (GAAP) $114 $132 $130 $118 $109 ($18) (14%) $5 5 % Less: Income tax expense (benefit) related to notable items — — 12 — — — — — — Income tax expense, adjusted (non-GAAP) $114 $132 $118 $118 $109 ($18) (14%) $5 5 % Net income, adjusted: Net income (GAAP) E $320 $282 $297 $243 $223 $38 13 % $97 43 % Add: Notable items, net of income tax expense (benefit) — — (19) — — — — — — Net income, adjusted (non-GAAP) F $320 $282 $278 $243 $223 $38 13 % $97 43 % Net income available to common stockholders, adjusted: Net income available to common stockholders (GAAP) G $313 $282 $290 $243 $216 $31 11% $97 45 % Add: Notable items, net of income tax expense (benefit) — — (19) — — — — — — Net income available to common stockholders, adjusted (non-GAAP) H $313 $282 $271 $243 $216 $31 11 % $97 45 % 4Q16 1Q16 QUARTERLY TRENDS 1Q17 Change

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 1) Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in through 2019, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 1Q17 4Q16 3Q16 2Q16 1Q16 $ % $ % Other income, adjusted Other income (GAAP) $24 $25 $87 $15 $20 ($1) (4%) $4 20 % Less: Notable items — — 67 — — — — — — Other income, adjusted (non-GAAP) $24 $25 $20 $15 $20 ($1) (4%) $4 20 % Salaries and employee benefits, adjusted: Salaries and employee benefits (GAAP) $444 $420 $432 $432 $425 $24 6 % $19 4 % Less: Notable items — — 11 — — — — — — Salaries and employee benefits, adjusted (non-GAAP) $444 $420 $421 $432 $425 $24 6 % $19 4 % Outside services, adjusted: Outside services (GAAP) $91 $98 $102 $86 $91 ($7) (7%) $— —% Less: Notable items — — 8 — — — — — — Outside services, adjusted (non-GAAP) $91 $98 $94 $86 $91 ($7) (7%) $— —% Occupancy, adjusted: Occupancy (GAAP) $82 $77 $78 $76 $76 $5 6 % $6 8 % Less: Notable items — — — — — — — — — Occupancy, adjusted (non-GAAP) $82 $77 $78 $76 $76 $5 6 % $6 8 % Equipment expense, adjusted: Equipment expense (GAAP) $67 $69 $65 $64 $65 ($2) (3%) $2 3 % Less: Notable items — — — — — — — — — Equipment expense, adjusted (non-GAAP) $67 $69 $65 $64 $65 ($2) (3%) $2 3 % Amortization of software, adjusted: Amortization of software (GAAP) $44 $44 $46 $41 $39 $— —% $5 13 % Less: Notable items — — 3 — — — — — — Amortization of software, adjusted (non-GAAP) $44 $44 $43 $41 $39 $— —% $5 13 % Other operating expense, adjusted: Other operating expense (GAAP) $126 $139 $144 $128 $115 ($13) (9%) $11 10 % Less: Notable items — — 14 — — — — — — Other operating expense, adjusted (non-GAAP) $126 $139 $130 $128 $115 ($13) (9%) $11 10 % 4Q16 1Q16 QUARTERLY TRENDS 1Q17 Change

Key performance metrics, Non-GAAP financial measures and reconciliations – segment $s in millions, except share, per share and ratio data Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Net income available to common stockholders: Net income (loss) (GAAP) A $95 $180 $45 $320 $92 $172 $18 $282 $92 $162 $43 $297 Less: Preferred stock dividends — — 7 7 — — — — — — 7 7 Net income available to common stockholders B $95 $180 $38 $313 $92 $172 $18 $282 $92 $162 $36 $290 Return on average tangible common equity: Average common equity (GAAP) $5,460 $5,528 $8,472 $19,460 $5,275 $5,278 $9,092 $19,645 $5,190 $5,172 $9,448 $19,810 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — — — — — 1 1 — — 1 1 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 531 531 — — 523 523 — — 509 509 Average tangible common equity C $5,460 $5,528 $2,127 $13,115 $5,275 $5,278 $2,738 $13,291 $5,190 $5,172 $3,080 $13,442 Return on average tangible common equity B/C 7.06 % 13.18 % NM 9.68 % 6.97 % 12.94 % NM 8.43 % 7.04 % 12.50 % NM 8.58 % Return on average total tangible assets: Average total assets (GAAP) $58,660 $49,243 $40,883 $148,786 $58,066 $48,024 $41,225 $147,315 $56,689 $47,902 $39,808 $144,399 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — — — — — 1 1 — — 1 1 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 531 531 — — 523 523 — — 509 509 Average tangible assets D $58,660 $49,243 $34,538 $142,441 $58,066 $48,024 $34,871 $140,961 $56,689 $47,902 $33,440 $138,031 Return on average total tangible assets A/D 0.66 % 1.48 % NM 0.91 % 0.63 % 1.42 % NM 0.79 % 0.64 % 1.35 % NM 0.86 % Efficiency ratio: Noninterest expense (GAAP) E $647 $190 $17 $854 $649 $187 $11 $847 $650 $181 $36 $867 Net interest income (GAAP) 638 346 21 1,005 639 347 — 986 621 327 (3) 945 Noninterest income (GAAP) 220 134 25 379 227 122 28 377 229 123 83 435 Total revenue (GAAP) F $858 $480 $46 $1,384 $866 $469 $28 $1,363 $850 $450 $80 $1,380 Efficiency ratio E/F 75.41 % 39.80 % NM 61.68 % 74.90 % 39.83 % NM 62.18 % 76.46 % 40.21 % NM 62.88 % Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Net income available to common stockholders: Net income (loss) (GAAP) A $90 $164 ($11) $243 $71 $133 $19 $223 Less: Preferred stock dividends — — — — — — 7 7 Net income available to common stockholders B $90 $164 ($11) $243 $71 $133 $12 $216 Return on average tangible common equity: Average common equity (GAAP) $5,110 $5,040 $9,618 $19,768 $5,089 $4,790 $9,688 $19,567 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 2 2 — — 3 3 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 496 496 — — 481 481 Average tangible common equity C $5,110 $5,040 $3,236 $13,386 $5,089 $4,790 $3,290 $13,169 Return on average tangible common equity B/C 7.09 % 13.04 % NM 7.30 % 5.59 % 11.19 % NM 6.61 % Return on average total tangible assets: Average total assets (GAAP) $55,660 $47,388 $39,131 $142,179 $55,116 $45,304 $38,360 $138,780 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 2 2 — — 3 3 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 496 496 — — 481 481 Average tangible assets D $55,660 $47,388 $32,749 $135,797 $55,116 $45,304 $31,962 $132,382 Return on average total tangible assets A/D 0.65 % 1.39 % NM 0.72 % 0.52 % 1.18 % NM 0.68 % Efficiency ratio: Noninterest expense (GAAP) E $632 $186 $9 $827 $616 $187 $8 $811 Net interest income (GAAP) 602 314 7 923 581 300 23 904 Noninterest income (GAAP) 219 122 14 355 208 99 23 330 Total revenue (GAAP) F $821 $436 $21 $1,278 $789 $399 $46 $1,234 Efficiency ratio E/F 76.98 % 42.88 % NM 64.71 % 78.08 % 46.74 % NM 65.66 % 2017 2016 2016 THREE MONTHS ENDED MAR 31, THREE MONTHS ENDED DEC 31, THREE MONTHS ENDED SEPT 30, THREE MONTHS ENDED JUNE 30, THREE MONTHS ENDED MAR 31, 2016 2016

Key performance metrics, Non-GAAP financial measures and reconciliations – underlying $s in millions, except share, per share and ratio data 1Q17 4Q16 1Q16 $/bps % $/bps % Income before income tax expense (GAAP) A $434 $414 $332 $20 5 % $102 31 % Income tax expense and effective income tax rate, underlying: Income tax expense (GAAP) B $114 $132 $109 ($18) (14%) $5 5 % Less: Settlement of certain state tax matters (23) — — (23) 100 (23) 100 Income tax expense, underlying C $137 $132 $109 $5 4 % $28 26 % Effective income tax rate (GAAP) B/A 26.36 % 31.90 % 32.87 % (554) bps (651) bps Effective income tax rate, underlying C/A 31.56 31.90 32.87 (34) bps (131) bps Net income, underlying: Net income (GAAP) D $320 $282 $223 $38 13 % $97 43 % Less: Settlement of certain state tax matters 23 — — 23 100 23 100 Net income, underlying E $297 $282 $223 $15 5 % $74 33 % Net income available to common stockholders, underlying: Net income available to common stockholders (GAAP) F $313 $282 $216 $31 11 % $97 45 % Less: Settlement of certain state tax matters 23 — — 23 100 23 100 Net income available to common stockholders, underlying G $290 $282 $216 $8 3 % $74 34 % Return on average common equity and return on average common equity, underlying: Average common equity (GAAP) H $19,460 $19,645 $19,567 ($185) (1%) ($107) (1%) Return on average common equity F/H 6.52 % 5.70 % 4.45 % 82 bps 207 bps Return on average common equity, underlying G/H 6.05 5.70 4.45 35 bps 160 bps Return on average tangible common equity and return on average tangible common equity, underlying: Average common equity (GAAP) H $19,460 $19,645 $19,567 ($185) (1%) ($107) (1%) Less: Average goodwill (GAAP) 6,876 6,876 6,876 — — — — Less: Average other intangibles (GAAP) — 1 3 (1) (100) (3) (100) Add: Average deferred tax liabilities related to goodwill (GAAP) 531 523 481 8 2 50 10 Average tangible common equity I $13,115 $13,291 $13,169 ($176) (1%) ($54) —% Return on average tangible common equity F/I 9.68 % 8.43 % 6.61 % 125 bps 307 bps Return on average tangible common equity, underlying G/I 8.98 8.43 6.61 55 bps 237 bps Return on average total assets and return on average total assets, underlying: Average total assets (GAAP) J $148,786 $147,315 $138,780 $1,471 1 % $10,006 7 % Return on average total assets D/J 0.87 % 0.76 % 0.65 % 11 bps 22 bps Return on average total assets, underlying E/J 0.81 0.76 0.65 5 bps 16 bps Return on average total tangible assets and return on average total tangible assets, underlying: Average total assets (GAAP) J $148,786 $147,315 $138,780 $1,471 1 % $10,006 7 % Less: Average goodwill (GAAP) 6,876 6,876 6,876 — — — — Less: Average other intangibles (GAAP) — 1 3 (1) (100) (3) (100) Add: Average deferred tax liabilities related to goodwill (GAAP) 531 523 481 8 2 50 10 Average tangible assets K $142,441 $140,961 $132,382 $1,480 1 % $10,059 8 % Return on average total tangible assets D/K 0.91 % 0.79 % 0.68 % 12 bps 23 bps Return on average total tangible assets, underlying E/K 0.85 0.79 0.68 6 bps 17 bps Net income per average common share - basic and diluted, underlying: Average common shares outstanding - basic (GAAP) L 509,451,450 512,015,920 528,070,648 (2,564,470) (1%) (18,619,198) (4%) Average common shares outstanding - diluted (GAAP) M 511,348,200 513,897,085 530,446,188 (2,548,885) — (19,097,988) (4) Net income available to common stockholders (GAAP) F $313 $282 $216 $31 11 $97 45 Net income per average common share - basic (GAAP) F/L 0.61 0.55 0.41 0.06 11 0.20 49 Net income per average common share - diluted (GAAP) F/M 0.61 0.55 0.41 0.06 11 0.20 49 Net income available to common stockholders, underlying G 290 282 216 8 3 74 34 Net income per average common share - basic, underlying G/L 0.57 0.55 0.41 0.02 4 0.16 39 Net income per average common share - diluted, underlying G/M 0.57 0.55 0.41 0.02 4 0.16 39 QUARTERLY TRENDS 1Q17 Change 4Q16 1Q16

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data MAR. 31, DEC. 31, 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, 2017 2016 2016 2016 2016 2015 2015 2015 2015 2014 2014 2014 2014 2013 2013 Total revenue, adjusted: Total revenue (GAAP) A $1,384 $1,363 $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 $1,384 $1,363 $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 $854 $847 $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 $854 $847 $831 $827 $811 $810 $798 $801 $800 $791 $789 $833 $810 $792 $788 Efficiency ratio and efficiency ratio, adjusted: Efficiency ratio C/A 62 % 62 % 63 % 65 % 66 % 66 % 66 % 70 % 68 % 70 % 70 % 64 % 69 % 71 % 68 % Efficiency ratio, adjusted (non-GAAP) D/B 62 62 63 65 66 66 66 67 68 67 68 70 69 68 68 Net income, adjusted: Net income (GAAP) E $320 $282 $297 $243 $223 $221 $220 $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, adjusted (non-GAAP) F $320 $282 $278 $243 $223 $221 $220 $215 $215 $217 $202 $205 $166 $169 $144 Net income per average common share - diluted, and net income per average common share - diluted, adjusted Net income available to common stockholders (GAAP) G $313 $282 $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 $313 $282 $271 $243 $216 $221 $213 $215 $215 $217 $202 $205 $166 $169 $144 Average common shares outstanding - diluted (GAAP) P 511,348,200 513,897,085 521,122,466 530,365,203 530,446,188 530,275,673 533,398,158 539,909,366 549,798,717 550,676,298 560,243,747 559,998,324 559,998,324 559,998,324 559,998,324 Net income per average common share - diluted G/P $0.61 $0.55 $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/P 0.61 0.55 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) $19,460 $19,645 $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 6,876 6,876 Less: Average other intangibles (GAAP) — 1 1 2 3 3 4 5 5 6 6 7 7 8 9 Add: Average deferred tax liabilities related to goodwill (GAAP) 531 523 509 496 481 468 453 437 422 403 384 369 351 342 325 Average tangible common equity J $13,115 $13,291 $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/J 9.68 % 8.43 % 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/J 9.68 8.43 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 Return on average total tangible assets and return on average total tangible assets, adjusted: Average total assets (GAAP) K $148,786 $147,315 $144,399 $142,179 $138,780 $136,298 $135,103 $135,521 $133,325 $130,671 $128,691 $127,148 $123,904 $120,393 $117,386 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 6,876 6,876 Less: Average other intangibles (GAAP) — 1 1 2 3 3 4 5 5 6 6 7 7 8 9 Add: Average deferred tax liabilities related to goodwill (GAAP) 531 523 509 496 481 468 453 437 422 403 384 369 351 342 325 Average tangible assets L $142,441 $140,961 $138,031 $135,797 $132,382 $129,887 $128,676 $129,077 $126,866 $124,192 $122,193 $120,634 $117,372 $113,851 $110,826 Return on average total tangible assets E/L 0.91 % 0.79 % 0.86 % 0.72 % 0.68 % 0.67 % 0.68 % 0.59 % 0.67 % 0.63 % 0.61 % 1.04 % 0.57 % 0.53 % 0.52 % Return on average total tangible assets, adjusted (non-GAAP) F/L 0.91 0.79 0.80 0.72 0.68 0.67 0.68 0.67 0.69 0.69 0.66 0.68 0.57 0.59 0.52 FOR THE THREE MONTHS ENDED

EX-99.3

Exhibit 99.3

Citizens Financial Group, Inc.

Financial Supplement

First Quarter 2017

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 and Annualized Yields		8
Segment Financial Highlights		10
Credit-Related Information:
Credit Exposure		20
Nonperforming Assets		21
Charge-offs, Recoveries and Related Ratios		22
Summary of Changes in the Allowances		24
Allowance Components		24
Capital and Ratios		25
Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations		26
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
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
SELECTED OPERATING DATA
Total revenue		$1,384		$1,363		$1,380		$1,278		$1,234		$21		2%		$150		12%
Noninterest expense		854		847		867		827		811		7		1		43		5
Profit before provision for credit losses		530		516		513		451		423		14		3		107		25
Provision for credit losses		96		102		86		90		91		(6)		(6)		5		5
NET INCOME		320		282		297		243		223		38		13		97		43
Net income, adjusted1		320		282		278		243		223		38		13		97		43
Net income available to common stockholders		313		282		290		243		216		31		11		97		45
Net income available to common stockholders, adjusted1		313		282		271		243		216		31		11		97		45
PER COMMON SHARE DATA
Basic earnings		$0.61		$0.55		$0.56		$0.46		$0.41		$0.06		11%		$0.20		49%
Diluted earnings		0.61		0.55		0.56		0.46		0.41		0.06		11		0.20		49
Basic earnings, adjusted1		0.61		0.55		0.52		0.46		0.41		0.06		11		0.20		49
Diluted earnings, adjusted1		0.61		0.55		0.52		0.46		0.41		0.06		11		0.20		49
Cash dividends declared and paid per common share		0.14		0.12		0.12		0.12		0.10		0.02		17		0.04		40
Book value per common share		38.47		38.09		38.47		37.76		37.28		0.38		1		1.19		3
Tangible book value per common share		26.02		25.69		26.20		25.72		25.21		0.33		1		0.81		3
Dividend payout ratio		23%		22%		22%		26%		24%		100 bps				(100) bps
COMMON SHARES OUTSTANDING
Average: Basic		509,451,450		512,015,920		519,458,976		528,968,330		528,070,648		(2,564,470)		(1%)		(18,619,198)		(4%)
Diluted		511,348,200		513,897,085		521,122,466		530,365,203		530,446,188		(2,548,885)		–		(19,097,988)		(4)
Common shares at period-end		509,515,646		511,954,871		518,148,345		529,094,976		528,933,727		(2,439,225)		–		(19,418,081)		(4)
SHARE PRICE
High		$39.75		$36.56		$25.11		$24.24		$25.99		$3.19		9%		$13.76		53%
Low		32.99		24.22		18.58		18.34		18.04		8.77		36		14.95		83
Close		34.55		35.63		24.71		19.98		20.95		(1.08)		(3)		13.60		65
Market capitalization		17,604		18,241		12,803		10,571		11,081		(637)		(3)		6,523		59
SEGMENT NET INCOME
Consumer Banking		$95		$92		$92		$90		$71		$3		3%		$24		34%
Commercial Banking		180		172		162		164		133		8		5		47		35
Other		45		18		43		(11)		19		27		150		26		137
NET INCOME		$320		$282		$297		$243		$223		$38		13%		$97		43%

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
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$/bps		%		$/bps		%
FINANCIAL RATIOS
Net interest margin		2.96%		2.90%		2.84%		2.84%		2.86%		6 bps				10 bps
Return on average common equity		6.52		5.70		5.82		4.94		4.45		82 bps				207 bps
Return on average common equity, adjusted1		6.52		5.70		5.44		4.94		4.45		82 bps				207 bps
Return on average tangible common equity		9.68		8.43		8.58		7.30		6.61		125 bps				307 bps
Return on average tangible common equity, adjusted1		9.68		8.43		8.02		7.30		6.61		125 bps				307 bps
Return on average total assets		0.87		0.76		0.82		0.69		0.65		11 bps				22 bps
Return on average total assets, adjusted1		0.87		0.76		0.77		0.69		0.65		11 bps				22 bps
Return on average total tangible assets		0.91		0.79		0.86		0.72		0.68		12 bps				23 bps
Return on average total tangible assets, adjusted1		0.91		0.79		0.80		0.72		0.68		12 bps				23 bps
Effective income tax rate		26.36		31.90		30.46		32.61		32.87		(554) bps				(651) bps
Efficiency ratio		61.68		62.18		62.88		64.71		65.66		(50) bps				(398) bps
Efficiency ratio, adjusted1		61.68		62.18		63.31		64.71		65.66		(50) bps				(398) bps
CAPITAL RATIOS - PERIOD END (PRELIMINARY)2
CET1 capital ratio		11.2%		11.2%		11.3%		11.5%		11.6%
Tier 1 capital ratio		11.4		11.4		11.5		11.7		11.9
Total capital ratio		14.0		14.0		14.2		14.9		15.1
Tier 1 leverage ratio		9.9		9.9		10.1		10.3		10.4
SELECTED BALANCE SHEET DATA (PERIOD END)
Total assets		$150,285		$149,520		$147,015		$145,183		$140,077		$765		1%		$10,208		7%
Loans and leases:
Commercial		51,892		51,651		50,389		49,557		47,972		241		–		3,920		8
Retail		56,219		56,018		55,078		53,994		53,019		201		–		3,200		6
Total loans and leases		108,111		107,669		105,467		103,551		100,991		442		–		7,120		7
Deposits		112,112		109,804		108,327		106,257		102,606		2,308		2		9,506		9
Long-term borrowed funds		11,780		12,790		11,902		11,810		10,035		(1,010)		(8)		1,745		17
Total stockholders’ equity		19,847		19,747		20,181		20,226		19,965		100		1		(118)		(1)
Loans-to-deposits ratio (period-end balances)3		97.03%		98.62%		97.85%		98.25%		99.16%		(159) bps				(213) bps
Loans-to-deposits ratio (average balances)3		98.81		98.14		98.06		99.52		98.66		67 bps				15 bps
Full-time equivalent colleagues		17,515		17,639		17,625		17,828		17,902		(124)		(1)		(387)		(2)

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.

² Basel III transitional rules for institutions applying the standardized approach to calculating risk-weighted assets became effective January 1, 2015. The capital ratios and associated components are prepared using the Basel III standardized transitional approach. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019.

³ Ratios include loans and leases held for sale.

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
INTEREST INCOME:
Interest and fees on loans and leases		$992		$963		$926		$896		$868		$29		3%		$124		14%
Interest and fees on loans held for sale		4		5		4		3		3		(1)		(20)		1		33
Interest and fees on other loans held for sale		1		–		1		4		1		1		100		–		–
Investment securities		160		152		146		141		145		8		5		15		10
Interest-bearing deposits in banks		3		2		2		2		2		1		50		1		50
Total interest income		1,160		1,122		1,079		1,046		1,019		38		3		141		14
INTEREST EXPENSE:
Deposits		86		76		71		63		60		10		13		26		43
Federal funds purchased and securities sold under agreements to repurchase		1		–		1		–		1		1		100		–		–
Other short-term borrowed funds		8		7		10		12		11		1		14		(3)		(27)
Long-term borrowed funds		60		53		52		48		43		7		13		17		40
Total interest expense		155		136		134		123		115		19		14		40		35
Net interest income		1,005		986		945		923		904		19		2		101		11
NONINTEREST INCOME:
Service charges and fees		125		132		134		130		126		(7)		(5)		(1)		(1)
Card fees		60		50		52		51		50		10		20		10		20
Capital markets fees		48		37		36		38		25		11		30		23		92
Trust and investment services fees		39		34		37		38		37		5		15		2		5
Letter of credit and loan fees		29		29		28		28		27		–		–		2		7
Foreign exchange and interest rate products		27		31		28		26		18		(4)		(13)		9		50
Mortgage banking fees		23		36		33		25		18		(13)		(36)		5		28
Securities gains, net		4		3		–		4		9		1		33		(5)		(56)
Other income		24		25		87		15		20		(1)		(4)		4		20
Total noninterest income		379		377		435		355		330		2		1		49		15
TOTAL REVENUE		1,384		1,363		1,380		1,278		1,234		21		2		150		12
Provision for credit losses		96		102		86		90		91		(6)		(6)		5		5
NONINTEREST EXPENSE:
Salaries and employee benefits		444		420		432		432		425		24		6		19		4
Outside services		91		98		102		86		91		(7)		(7)		–		–
Occupancy		82		77		78		76		76		5		6		6		8
Equipment expense		67		69		65		64		65		(2)		(3)		2		3
Amortization of software		44		44		46		41		39		–		–		5		13
Other operating expense		126		139		144		128		115		(13)		(9)		11		10
Total noninterest expense		854		847		867		827		811		7		1		43		5
Income before income tax expense		434		414		427		361		332		20		5		102		31
Income tax expense		114		132		130		118		109		(18)		(14)		5		5
NET INCOME		$320		$282		$297		$243		$223		$38		13%		$97		43%
Net income, adjusted1		$320		$282		$278		$243		$223		$38		13%		$97		43%
Net income available to common stockholders		$313		$282		$290		$243		$216		$31		11%		$97		45%
Net income available to common stockholders, adjusted1		$313		$282		$271		$243		$216		$31		11%		$97		45%

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.

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD END BALANCES	AS OF										MARCH 31, 2017 CHANGE
	Mar 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		Mar 31, 2016		Dec 31, 2016				Mar 31, 2016
											$		%		$		%
ASSETS:
Cash and due from banks		$882		$955		$915		$976		$839		($73)		(8%)		$43		5%
Interest-bearing cash and due from banks		3,111		2,749		2,000		2,679		1,016		362		13		2,095		206
Interest-bearing deposits in banks		351		439		720		727		534		(88)		(20)		(183)		(34)
Securities available for sale, at fair value		19,964		19,501		19,425		18,479		17,964		463		2		2,000		11
Securities held to maturity		4,992		5,071		5,289		4,973		5,129		(79)		(2)		(137)		(3)
Other investment securities, at fair value		101		96		113		73		68		5		5		33		49
Other investment securities, at cost		939		942		877		873		896		(3)		–		43		5
Loans held for sale, at fair value		448		583		526		478		365		(135)		(23)		83		23
Other loans held for sale		221		42		–		372		386		179		NM		(165)		(43)
Loans and leases		108,111		107,669		105,467		103,551		100,991		442		–		7,120		7
Less: Allowance for loan and lease losses		(1,224)		(1,236)		(1,240)		(1,246)		(1,224)		12		1		–		–
Net loans and leases		106,887		106,433		104,227		102,305		99,767		454		–		7,120		7
Derivative assets1		357		627		1,102		1,312		1,068		(270)		(43)		(711)		(67)
Premises and equipment		582		601		540		551		570		(19)		(3)		12		2
Bank-owned life insurance		1,623		1,612		1,600		1,587		1,576		11		1		47		3
Goodwill		6,876		6,876		6,876		6,876		6,876		–		–		–		–
Due from broker		–		–		–		132		161		–		–		(161)		(100)
Other assets		2,951		2,993		2,805		2,790		2,862		(42)		(1)		89		3
TOTAL ASSETS		$150,285		$149,520		$147,015		$145,183		$140,077		$765		1%		$10,208		7%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits:
Noninterest-bearing		$27,713		$28,472		$27,292		$27,108		$27,186		($759)		(3%)		$527		2%
Interest-bearing		84,399		81,332		81,035		79,149		75,420		3,067		4		8,979		12
Total deposits		112,112		109,804		108,327		106,257		102,606		2,308		2		9,506		9
Federal funds purchased and securities sold under agreements to repurchase		1,093		1,148		900		717		714		(55)		(5)		379		53
Other short-term borrowed funds		2,762		3,211		2,512		2,770		3,300		(449)		(14)		(538)		(16)
Derivative liabilities1		320		659		840		1,010		832		(339)		(51)		(512)		(62)
Deferred taxes, net		744		714		994		961		852		30		4		(108)		(13)
Long-term borrowed funds		11,780		12,790		11,902		11,810		10,035		(1,010)		(8)		1,745		17
Due to broker		–		–		–		86		276		–		–		(276)		(100)
Other liabilities		1,627		1,447		1,359		1,346		1,497		180		12		130		9
TOTAL LIABILITIES		130,438		129,773		126,834		124,957		120,112		665		1		10,326		9
STOCKHOLDERS’ EQUITY:
Preferred stock:
$25.00 par value, 100,000,000 shares authorized		247		247		247		247		247		–		–		–		–
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		18,751		18,722		18,740		18,735		18,730		29		–		21		–
Retained earnings		2,944		2,703		2,483		2,255		2,076		241		9		868		42
Treasury stock, at cost		(1,418)		(1,263)		(1,108)		(858)		(858)		(155)		(12)		(560)		(65)
Accumulated other comprehensive loss		(683)		(668)		(187)		(159)		(236)		(15)		(2)		(447)		(189)
TOTAL STOCKHOLDERS’ EQUITY		19,847		19,747		20,181		20,226		19,965		100		1		(118)		(1)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$150,285		$149,520		$147,015		$145,183		$140,077		$765		1%		$10,208		7%
Memo: Total tangible common equity		$13,258		$13,154		$13,576		$13,608		$13,333		$104		1%		($75)		(1%)

¹ First quarter 2017 balances reflect reductions as a result of changes in the treatment of variation margin on centrally cleared derivatives.

6

LOANS AND DEPOSITS

(in millions)

PERIOD END BALANCES	AS OF										MARCH 31, 2017 CHANGE
	Mar 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		Mar 31, 2016		Dec 31, 2016				Mar 31, 2016
											$		%		$		%
LOANS AND LEASES:
Commercial		$37,369		$37,274		$36,449		$35,927		$34,671		$95		–%		$2,698		8%
Commercial real estate		10,915		10,624		10,152		9,825		9,406		291		3		1,509		16
Leases		3,608		3,753		3,788		3,805		3,895		(145)		(4)		(287)		(7)
Total commercial		51,892		51,651		50,389		49,557		47,972		241		–		3,920		8
Residential mortgages		15,389		15,115		14,602		13,855		13,345		274		2		2,044		15
Home equity loans		1,730		1,858		2,027		2,177		2,313		(128)		(7)		(583)		(25)
Home equity lines of credit		13,812		14,100		14,271		14,418		14,526		(288)		(2)		(714)		(5)
Home equity loans serviced by others1		698		750		796		860		930		(52)		(7)		(232)		(25)
Home equity lines of credit serviced by others1		201		219		238		273		339		(18)		(8)		(138)		(41)
Automobile		13,636		13,938		14,063		14,075		13,847		(302)		(2)		(211)		(2)
Education2		7,242		6,610		5,997		5,516		5,006		632		10		2,236		45
Credit card		1,650		1,691		1,644		1,613		1,581		(41)		(2)		69		4
Other retail		1,861		1,737		1,440		1,207		1,132		124		7		729		64
Total retail		56,219		56,018		55,078		53,994		53,019		201		–		3,200		6
Total loans and leases		$108,111		$107,669		$105,467		$103,551		$100,991		$442		–%		$7,120		7%
Loans held for sale		$448		$583		$526		$478		$365		($135)		(23%)		$83		23%
Other loans held for sale3		221		42		–		372		386		179		NM		(165)		(43)
Loans and loans held for sale		$108,780		$108,294		$105,993		$104,401		$101,742		$486		–%		$7,038		7%
DEPOSITS:
Demand		$27,713		$28,472		$27,292		$27,108		$27,186		($759)		(3%)		$527		2%
Checking with interest		21,913		20,714		20,573		19,838		18,706		1,199		6		3,207		17
Regular savings		9,441		8,964		8,797		8,841		8,748		477		5		693		8
Money market accounts		37,833		38,176		38,258		37,503		35,513		(343)		(1)		2,320		7
Term deposits		15,212		13,478		13,407		12,967		12,453		1,734		13		2,759		22
Total deposits		$112,112		$109,804		$108,327		$106,257		$102,606		$2,308		2 %		$9,506		9%

¹ Our Serviced by Others (“SBO”) portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

³ During the third quarter of 2016 we sold a $310 million TDR loan portfolio, which was previously reported in other loans held for sale.

7

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS

(in millions)

	QUARTERLY TRENDS
AVERAGE BALANCES											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
ASSETS:
Interest-bearing cash and due from banks and deposits in banks		$1,965		$1,979		$2,121		$1,948		$1,675		($14)		(1%)		$290		17%
Taxable investment securities		25,789		25,680		24,961		24,050		23,864		109		–		1,925		8
Non-taxable investment securities		7		8		8		9		9		(1)		(13)		(2)		(22)
Total investment securities		25,796		25,688		24,969		24,059		23,873		108		–		1,923		8
Investment securities and interest-bearing deposits		27,761		27,667		27,090		26,007		25,548		94		–		2,213		9
Commercial		37,517		36,965		35,986		35,622		34,018		552		1		3,499		10
Commercial real estate		10,821		10,294		9,905		9,649		9,108		527		5		1,713		19
Leases		3,696		3,773		3,813		3,863		3,917		(77)		(2)		(221)		(6)
Total commercial		52,034		51,032		49,704		49,134		47,043		1,002		2		4,991		11
Residential mortgages		15,285		14,896		14,155		13,491		13,465		389		3		1,820		14
Home equity loans		1,793		1,934		2,088		2,231		2,471		(141)		(7)		(678)		(27)
Home equity lines of credit		13,955		14,188		14,314		14,477		14,632		(233)		(2)		(677)		(5)
Home equity loans serviced by others1		719		774		837		899		958		(55)		(7)		(239)		(25)
Home equity lines of credit serviced by others1		207		228		256		299		340		(21)		(9)		(133)		(39)
Automobile		13,772		13,994		14,053		13,972		13,792		(222)		(2)		(20)		–
Education2		6,837		6,215		5,750		5,407		4,852		622		10		1,985		41
Credit cards		1,665		1,654		1,623		1,600		1,601		11		1		64		4
Other retail		1,798		1,619		1,256		1,167		1,108		179		11		690		62
Total retail		56,031		55,502		54,332		53,543		53,219		529		1		2,812		5
Total loans and leases		108,065		106,534		104,036		102,677		100,262		1,531		1		7,803		8
Loans held for sale, at fair value		510		551		474		368		306		(41)		(7)		204		67
Other loans held for sale		74		6		69		440		49		68		NM		25		51
Interest-earning assets		136,410		134,758		131,669		129,492		126,165		1,652		1		10,245		8
Allowance for loan and lease losses		(1,235)		(1,234)		(1,243)		(1,219)		(1,212)		(1)		–		(23)		(2)
Goodwill		6,876		6,876		6,876		6,876		6,876		–		–		–		–
Other noninterest-earning assets		6,735		6,915		7,097		7,030		6,951		(180)		(3)		(216)		(3)
TOTAL ASSETS		$148,786		$147,315		$144,399		$142,179		$138,780		$1,471		1%		$10,006		7%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Checking with interest		$20,699		$20,268		$19,997		$19,003		$17,993		$431		2%		$2,706		15%
Money market accounts		37,874		38,397		37,597		36,187		36,225		(523)		(1)		1,649		5
Regular savings		9,110		8,826		8,779		8,762		8,394		284		3		716		9
Term deposits		14,173		13,191		12,806		12,581		12,199		982		7		1,974		16
Total interest-bearing deposits		81,856		80,682		79,179		76,533		74,811		1,174		1		7,045		9
Federal funds purchased and securities sold under agreements to repurchase3		882		1,024		910		974		881		(142)		(14)		1		–
Other short-term borrowed funds		2,963		3,428		2,564		3,743		3,098		(465)		(14)		(135)		(4)
Long-term borrowed funds		12,412		10,758		10,905		10,321		9,894		1,654		15		2,518		25
Total borrowed funds		16,257		15,210		14,379		15,038		13,873		1,047		7		2,384		17
Total interest-bearing liabilities		98,113		95,892		93,558		91,571		88,684		2,221		2		9,429		11
Total demand deposits		28,098		28,443		27,467		27,448		27,170		(345)		(1)		928		3
Other liabilities		2,868		3,088		3,317		3,145		3,112		(220)		(7)		(244)		(8)
TOTAL LIABILITIES		129,079		127,423		124,342		122,164		118,966		1,656		1		10,113		9
STOCKHOLDERS’ EQUITY		19,707		19,892		20,057		20,015		19,814		(185)		(1)		(107)		(1)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$148,786		$147,315		$144,399		$142,179		$138,780		$1,471		1%		$10,006		7%
Memo: Total average tangible common equity		$13,115		$13,291		$13,442		$13,386		$13,169		($176)		(1%)		($54)		–%
Total deposits (interest-bearing and demand)		$109,954		$109,125		$106,646		$103,981		$101,981		$829		1%		$7,973		8%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

³ 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.

8

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS
AVERAGE ANNUALIZED YIELDS & RATES	1Q17				4Q16				3Q16				2Q16				1Q16
	Rate		Income/ Expense		Rate		Income/ Expense		Rate		Income/ Expense		Rate		Income/ Expense		Rate		Income/ Expense
INTEREST-EARNING ASSETS:
Interest-bearing deposits in banks		0.63%		$3		0.43%		$2		0.41%		$2		0.39%		$2		0.42%		$2
Taxable investment securities		2.48		160		2.36		152		2.34		146		2.35		141		2.43		145
Non-taxable investment securities		2.60		–		2.60		–		2.60		–		2.60		–		2.60		–
Total investment securities		2.48		160		2.36		152		2.34		146		2.35		141		2.43		145
Investment securities and interest-bearing deposits				163				154				148				143				147
Commercial		3.33		312		3.22		304		3.14		290		3.09		278		3.08		264
Commercial real estate		3.21		87		2.98		78		2.82		71		2.74		67		2.69		62
Leases		2.47		23		2.32		22		2.43		23		2.45		24		2.44		24
Total commercial		3.24		422		3.11		404		3.02		384		2.97		369		2.95		350
Residential mortgages		3.55		136		3.46		129		3.59		127		3.61		122		3.76		126
Home equity loans		5.66		25		5.66		28		5.75		30		5.64		31		5.51		34
Home equity lines of credit		3.43		118		3.21		114		3.20		115		3.18		115		3.11		113
Home equity loans serviced by others1		7.02		13		7.18		13		7.24		16		7.11		16		6.94		17
Home equity lines of credit serviced by others1		3.75		2		3.17		2		2.47		2		2.02		1		2.19		2
Automobile		3.16		107		3.03		107		2.96		104		2.95		103		2.83		97
Education2		5.23		88		5.11		80		5.10		73		5.07		69		5.02		60
Credit cards		11.16		46		11.14		46		11.24		46		11.18		44		11.29		45
Other retail		7.94		35		9.70		40		9.39		29		8.94		26		8.66		24
Total retail		4.11		570		4.01		559		3.98		542		3.95		527		3.91		518
Total loans and leases		3.69		992		3.58		963		3.52		926		3.48		896		3.46		868
Loans held for sale		3.31		4		3.29		5		3.35		4		3.41		3		3.70		3
Other loans held for sale		6.62		1		6.24		–		6.41		1		4.00		4		6.64		1
Total interest-earning assets		3.42		1,160		3.30		1,122		3.25		1,079		3.22		1,046		3.23		1,019
INTEREST-BEARING LIABILITIES:
Checking with interest		0.26		13		0.21		10		0.20		9		0.16		8		0.14		7
Money market accounts		0.44		41		0.39		39		0.38		35		0.35		31		0.32		28
Regular savings		0.04		1		0.04		–		0.05		2		0.04		1		0.04		1
Term deposits		0.89		31		0.82		27		0.76		25		0.74		23		0.80		24
Total interest-bearing deposits		0.43		86		0.38		76		0.36		71		0.33		63		0.32		60
Federal funds purchased and securities sold under agreements to repurchase3		0.24		1		0.23		–		0.24		1		0.19		–		0.23		1
Other short-term borrowed funds		1.05		8		0.81		7		1.54		10		1.25		12		1.40		11
Long-term borrowed funds		1.94		60		1.94		53		1.89		52		1.87		48		1.75		43
Total borrowed funds		1.68		69		1.57		60		1.72		63		1.60		60		1.58		55
Total interest-bearing liabilities		0.64		155		0.57		136		0.57		134		0.54		123		0.52		115
INTEREST RATE SPREAD		2.78%				2.73%				2.68%				2.68%				2.71%
NET INTEREST MARGIN		2.96				2.90				2.84				2.84				2.86
Memo Total deposit costs		0.32		86		0.28		76		0.27		71		0.24		63		0.24		60

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

³ 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.

9

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING

(in millions, except ratio data)

	FIRST QUARTER 2017								FOURTH QUARTER 2016								CHANGE
																	1Q17 from 4Q16
	Consumer Banking		Commercial  Banking		Other1		Consolidated		Consumer Banking		Commercial  Banking		Other1		Consolidated		$/bps		%
Net interest income		$638		$346		$21		$1,005		$639		$347		$–		$986		$19		2%
Noninterest income		220		134		25		379		227		122		28		377		2		1
Total revenue		858		480		46		1,384		866		469		28		1,363		21		2
Noninterest expense		647		190		17		854		649		187		11		847		7		1
Profit before provision for credit losses		211		290		29		530		217		282		17		516		14		3
Provision for credit losses		64		19		13		96		74		20		8		102		(6)		(6)
Income before income tax expense (benefit)		147		271		16		434		143		262		9		414		20		5
Income tax expense (benefit)		52		91		(29)		114		51		90		(9)		132		(18)		(14)
Net income		$95		$180		$45		$320		$92		$172		$18		$282		$38		13%
Average Balances
Total assets		$58,660		$49,243		$40,883		$148,786		$58,066		$48,024		$41,225		$147,315		$1,471		1%
Total loans and leases2		57,309		48,154		3,186		108,649		56,711		47,010		3,370		107,091		1,558		1
Deposits		74,133		28,973		6,848		109,954		73,124		29,410		6,591		109,125		829		1
Interest-earning assets		57,361		48,283		30,766		136,410		56,764		47,070		30,924		134,758		1,652		1
Key Metrics
Net interest margin		4.51%		2.91%		NM		2.96%		4.47%		2.93%		NM		2.90%		6 bps
Efficiency ratio		75.41		39.80		NM		61.68		74.90		39.83		NM		62.18		(50) bps
Loans-to-deposits ratio (period-end balances)2		75.66		165.09		NM		97.03		77.33		166.25		NM		98.62		(159) bps
Loans-to-deposits ratio (average balances)2		77.31		166.20		NM		98.81		77.55		159.84		NM		98.14		67 bps
Return on average total tangible assets		0.66		1.48		NM		0.91		0.63		1.42		NM		0.79		12 bps
Return on average tangible common equity3		7.06		13.18		NM		9.68		6.97		12.94		NM		8.43		125 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, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans and leases held for sale.

³ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FIRST QUARTER 2017								FIRST QUARTER 2016								CHANGE
																	1Q17 from 1Q16
	Consumer Banking		Commercial  Banking		Other1		Consolidated		Consumer Banking		Commercial  Banking		Other1		Consolidated		$/bps		%
Net interest income		$638		$346		$21		$1,005		$581		$300		$23		$904		$101		11%
Noninterest income		220		134		25		379		208		99		23		330		49		15
Total revenue		858		480		46		1,384		789		399		46		1,234		150		12
Noninterest expense		647		190		17		854		616		187		8		811		43		5
Profit before provision for credit losses		211		290		29		530		173		212		38		423		107		25
Provision for credit losses		64		19		13		96		63		9		19		91		5		5
Income before income tax expense (benefit)		147		271		16		434		110		203		19		332		102		31
Income tax expense (benefit)		52		91		(29)		114		39		70		–		109		5		5
Net income		$95		$180		$45		$320		$71		$133		$19		$223		$97		43%
Average Balances
Total assets		$58,660		$49,243		$40,883		$148,786		$55,116		$45,304		$38,360		$138,780		$10,006		7%
Total loans and leases2		57,309		48,154		3,186		108,649		53,744		43,899		2,974		100,617		8,032		8
Deposits		74,133		28,973		6,848		109,954		70,871		24,833		6,277		101,981		7,973		8
Interest-earning assets		57,361		48,283		30,766		136,410		53,793		43,987		28,385		126,165		10,245		8
Key Metrics
Net interest margin		4.51%		2.91%		NM		2.96%		4.35%		2.74%		NM		2.86%		10 bps
Efficiency ratio		75.41		39.80		NM		61.68		78.08		46.74		NM		65.66		(398) bps
Loans-to-deposits ratio (period-end balances)2		75.66		165.09		NM		97.03		74.74		185.13		NM		99.16		(213) bps
Loans-to-deposits ratio (average balances)2		77.31		166.20		NM		98.81		75.83		176.78		NM		98.66		15 bps
Return on average total tangible assets		0.66		1.48		NM		0.91		0.52		1.18		NM		0.68		23 bps
Return on average tangible common equity3		7.06		13.18		NM		9.68		5.59		11.19		NM		6.61		307 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, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans and leases held for sale.

³ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

11

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS
CONSUMER BANKING											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Net interest income		$638		$639		$621		$602		$581		($1)		–%		$57		10%
Noninterest income		220		227		229		219		208		(7)		(3)		12		6
Total revenue		858		866		850		821		789		(8)		(1)		69		9
Noninterest expense		647		649		650		632		616		(2)		–		31		5
Profit before provision for credit losses		211		217		200		189		173		(6)		(3)		38		22
Provision for credit losses		64		74		57		49		63		(10)		(14)		1		2
Income before income tax expense		147		143		143		140		110		4		3		37		34
Income tax expense		52		51		51		50		39		1		2		13		33
Net income		$95		$92		$92		$90		$71		$3		3%		$24		34%
Average Balances
Total assets		$58,660		$58,066		$56,689		$55,660		$55,116		$594		1%		$3,544		6%
Total loans and leases1		57,309		56,711		55,376		54,353		53,744		598		1		3,565		7
Deposits		74,133		73,124		72,141		71,863		70,871		1,009		1		3,262		5
Interest-earning assets		57,361		56,764		55,423		54,400		53,793		597		1		3,568		7
Key Metrics
Net interest margin		4.51%		4.47%		4.46%		4.45%		4.35%		4 bps				16 bps
Efficiency ratio		75.41		74.90		76.46		76.98		78.08		51 bps				(267) bps
Loans-to-deposits ratio (period-end balances)1		75.66		77.33		77.22		76.05		74.74		(167) bps				92 bps
Loans-to-deposits ratio (average balances)1		77.31		77.55		76.76		75.63		75.83		(24) bps				148 bps
Return on average total tangible assets		0.66		0.63		0.64		0.65		0.52		3 bps				14 bps
Return on average tangible common equity2		7.06		6.97		7.04		7.09		5.59		9 bps				147 bps

¹ Includes loans and leases held for sale.

² Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

12

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS
COMMERCIAL BANKING											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Net interest income		$346		$347		$327		$314		$300		($1)		–%		$46		15%
Noninterest income		134		122		123		122		99		12		10		35		35
Total revenue		480		469		450		436		399		11		2		81		20
Noninterest expense		190		187		181		186		187		3		2		3		2
Profit before provision for credit losses		290		282		269		250		212		8		3		78		37
Provision for credit losses		19		20		19		(1)		9		(1)		(5)		10		111
Income before income tax expense		271		262		250		251		203		9		3		68		33
Income tax expense		91		90		88		87		70		1		1		21		30
Net income		$180		$172		$162		$164		$133		$8		5%		$47		35%
Average Balances
Total assets		$49,243		$48,024		$47,902		$47,388		$45,304		$1,219		3%		$3,939		9%
Total loans and leases1		48,154		47,010		46,611		46,073		43,899		1,144		2		4,255		10
Deposits		28,973		29,410		27,847		25,113		24,833		(437)		(1)		4,140		17
Interest-earning assets		48,283		47,070		46,666		46,170		43,987		1,213		3		4,296		10
Key Metrics
Net interest margin		2.91%		2.93%		2.79%		2.74%		2.74%		(2) bps				17 bps
Efficiency ratio		39.80		39.83		40.21		42.88		46.74		(3) bps				(694) bps
Loans-to-deposits ratio (period-end balances)1		165.09		166.25		161.45		172.65		185.13		(116) bps				(2,004) bps
Loans-to-deposits ratio (average balances)1		166.20		159.84		167.38		183.46		176.78		636 bps				(1,058) bps
Return on average total tangible assets		1.48		1.42		1.35		1.39		1.18		6 bps				30 bps
Return on average tangible common equity2		13.18		12.94		12.50		13.04		11.19		24 bps				199 bps

¹ Includes loans and leases held for sale.

² Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

13

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS
OTHER1											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Net interest income		$21		$–		($3)		$7		$23		$21		100%		($2)		(9%)
Noninterest income		25		28		83		14		23		(3)		(11)		2		9
Total revenue		46		28		80		21		46		18		64		–		–
Noninterest expense		17		11		36		9		8		6		55		9		113
Profit before provision for credit losses		29		17		44		12		38		12		71		(9)		(24)
Provision for credit losses		13		8		10		42		19		5		63		(6)		(32)
Income (loss) before income tax expense (benefit)		16		9		34		(30)		19		7		78		(3)		(16)
Income tax expense (benefit)		(29)		(9)		(9)		(19)		–		(20)		(222)		(29)		(100)
Net income (loss)		$45		$18		$43		($11)		$19		$27		150%		$26		137%
Average Balances
Total assets		$40,883		$41,225		$39,808		$39,131		$38,360		($342)		(1%)		$2,523		7%
Total loans and leases		3,186		3,370		2,592		3,059		2,974		(184)		(5)		212		7
Deposits		6,848		6,591		6,658		7,005		6,277		257		4		571		9
Interest-earning assets		30,766		30,924		29,580		28,922		28,385		(158)		(1)		2,381		8

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, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

14

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATED

(in millions, except ratio data)

	QUARTERLY TRENDS
CONSOLIDATED											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$/bps		%		$/bps		%
Net interest income		$1,005		$986		$945		$923		$904		$19		2%		$101		11%
Noninterest income		379		377		435		355		330		2		1		49		15
Total revenue		1,384		1,363		1,380		1,278		1,234		21		2		150		12
Noninterest expense		854		847		867		827		811		7		1		43		5
Profit before provision for credit losses		530		516		513		451		423		14		3		107		25
Provision for credit losses		96		102		86		90		91		(6)		(6)		5		5
Income before income tax expense		434		414		427		361		332		20		5		102		31
Income tax expense		114		132		130		118		109		(18)		(14)		5		5
Net income		$320		$282		$297		$243		$223		$38		13%		$97		43%
Average Balances
Total assets		$148,786		$147,315		$144,399		$142,179		$138,780		$1,471		1%		$10,006		7%
Total loans and leases1		108,649		107,091		104,579		103,485		100,617		1,558		1		8,032		8
Deposits		109,954		109,125		106,646		103,981		101,981		829		1		7,973		8
Interest-earning assets		136,410		134,758		131,669		129,492		126,165		1,652		1		10,245		8
Key Metrics
Net interest margin		2.96%		2.90%		2.84%		2.84%		2.86%		6 bps				10 bps
Efficiency ratio		61.68		62.18		62.88		64.71		65.66		(50) bps				(398) bps
Loans-to-deposits ratio (period-end balances)1		97.03		98.62		97.85		98.25		99.16		(159) bps				(213) bps
Loans-to-deposits ratio (average balances)1		98.81		98.14		98.06		99.52		98.66		67 bps				15 bps
Return on average total tangible assets		0.91		0.79		0.86		0.72		0.68		12 bps				23 bps
Return on average tangible common equity		9.68		8.43		8.58		7.30		6.61		125 bps				307 bps

¹ Includes loans and leases held for sale.

15

SEGMENT FINANCIAL HIGHLIGHTS

(in millions)

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Net interest income:
Consumer Banking		$638		$639		$621		$602		$581		($1)		–%		$57		10%
Commercial Banking		346		347		327		314		300		(1)		–		46		15
Other		21		–		(3)		7		23		21		100		(2)		(9)
Net interest income		$1,005		$986		$945		$923		$904		$19		2%		$101		11%
Noninterest income:
Consumer Banking		$220		$227		$229		$219		$208		($7)		(3%)		$12		6%
Commercial Banking		134		122		123		122		99		12		10		35		35
Other		25		28		83		14		23		(3)		(11)		2		9
Noninterest income		$379		$377		$435		$355		$330		$2		1%		$49		15%
Total revenue:
Consumer Banking		$858		$866		$850		$821		$789		($8)		(1%)		$69		9%
Commercial Banking		480		469		450		436		399		11		2		81		20
Other		46		28		80		21		46		18		64		–		–
Total revenue		$1,384		$1,363		$1,380		$1,278		$1,234		$21		2%		$150		12%
Noninterest expense:
Consumer Banking		$647		$649		$650		$632		$616		($2)		–%		$31		5%
Commercial Banking		190		187		181		186		187		3		2		3		2
Other		17		11		36		9		8		6		55		9		113
Noninterest expense		$854		$847		$867		$827		$811		$7		1%		$43		5%
Profit before provision for credit losses:
Consumer Banking		$211		$217		$200		$189		$173		($6)		(3%)		$38		22%
Commercial Banking		290		282		269		250		212		8		3		78		37
Other		29		17		44		12		38		12		71		(9)		(24)
Profit before provision for credit losses		$530		$516		$513		$451		$423		$14		3%		$107		25%

16

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(in millions)

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Provision for credit losses:
Consumer Banking		$64		$74		$57		$49		$63		($10)		(14)%		$1		2%
Commercial Banking		19		20		19		(1)		9		(1)		(5)		10		111
Other		13		8		10		42		19		5		63		(6)		(32)
Provision for credit losses		$96		$102		$86		$90		$91		($6)		(6)%		$5		5%
Income before income tax expense:
Consumer Banking		$147		$143		$143		$140		$110		$4		3%		$37		34%
Commercial Banking		271		262		250		251		203		9		3		68		33
Other		16		9		34		(30)		19		7		78		(3)		(16)
Income before income tax expense		$434		$414		$427		$361		$332		$20		5%		$102		31%
Income tax expense:
Consumer Banking		$52		$51		$51		$50		$39		$1		2%		$13		33%
Commercial Banking		91		90		88		87		70		1		1		21		30
Other		(29)		(9)		(9)		(19)		–		(20)		(222)		(29)		(100)
Income tax expense		$114		$132		$130		$118		$109		($18)		(14)%		$5		5%
Net income:
Consumer Banking		$95		$92		$92		$90		$71		$3		3%		$24		34%
Commercial Banking		180		172		162		164		133		8		5		47		35
Other		45		18		43		(11)		19		27		150		26		137
Net income		$320		$282		$297		$243		$223		$38		13%		$97		43%

17

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(in millions)

	QUARTERLY TRENDS
AVERAGE BALANCES											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Total assets:
Consumer Banking		$58,660		$58,066		$56,689		$55,660		$55,116		$594		1%		$3,544		6%
Commercial Banking		49,243		48,024		47,902		47,388		45,304		1,219		3		3,939		9
Other		40,883		41,225		39,808		39,131		38,360		(342)		(1)		2,523		7
Total Assets		$148,786		$147,315		$144,399		$142,179		$138,780		$1,471		1%		$10,006		7%
Loans and leases1:
Consumer Banking		$57,309		$56,711		$55,376		$54,353		$53,744		$598		1%		$3,565		7%
Commercial Banking		48,154		47,010		46,611		46,073		43,899		1,144		2		4,255		10
Other		3,186		3,370		2,592		3,059		2,974		(184)		(5)		212		7
Total loans and leases		$108,649		$107,091		$104,579		$103,485		$100,617		$1,558		1%		$8,032		8%
Deposits:
Consumer Banking		$74,133		$73,124		$72,141		$71,863		$70,871		$1,009		1%		$3,262		5%
Commercial Banking		28,973		29,410		27,847		25,113		24,833		(437)		(1)		4,140		17
Other		6,848		6,591		6,658		7,005		6,277		257		4		571		9
Total deposits		$109,954		$109,125		$106,646		$103,981		$101,981		$829		1%		$7,973		8%
Interest-earning assets:
Consumer Banking		$57,361		$56,764		$55,423		$54,400		$53,793		$597		1%		$3,568		7%
Commercial Banking		48,283		47,070		46,666		46,170		43,987		1,213		3		4,296		10
Other		30,766		30,924		29,580		28,922		28,385		(158)		(1)		2,381		8
Total interest-earning assets		$136,410		$134,758		$131,669		$129,492		$126,165		$1,652		1%		$10,245		8%

¹ Includes loans and leases held for sale.

18

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

	QUARTERLY TRENDS
KEY METRICS											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16		1Q16
											bps		bps
Net Interest Margin (NIM)
Consumer Banking		4.51%		4.47%		4.46%		4.45%		4.35%		4		16
Commercial Banking		2.91		2.93		2.79		2.74		2.74		(2)		17
Other		NM		NM		NM		NM		NM		–		–
NIM		2.96		2.90		2.84		2.84		2.86		6		10
Efficiency Ratio
Consumer Banking		75.41%		74.90%		76.46%		76.98%		78.08%		51		(267)
Commercial Banking		39.80		39.83		40.21		42.88		46.74		(3)		(694)
Other		NM		NM		NM		NM		NM		–		–
Efficiency Ratio		61.68		62.18		62.88		64.71		65.66		(50)		(398)
Loans-to-Deposits Ratio (period-end balance) (LDR)1
Consumer Banking		75.66%		77.33%		77.22%		76.05%		74.74%		(167)		92
Commercial Banking		165.09		166.25		161.45		172.65		185.13		(116)		(2,004)
Other		NM		NM		NM		NM		NM		–		–
LDR		97.03		98.62		97.85		98.25		99.16		(159)		(213)
Loans-to-Deposits Ratio (average balance) (LDR)1
Consumer Banking		77.31%		77.55%		76.76%		75.63%		75.83%		(24)		148
Commercial Banking		166.20		159.84		167.38		183.46		176.78		636		(1,058)
Other		NM		NM		NM		NM		NM		–		–
LDR		98.81		98.14		98.06		99.52		98.66		67		15
Return on Average Tangible Assets (ROTA)
Consumer Banking		0.66%		0.63%		0.64%		0.65%		0.52%		3		14
Commercial Banking		1.48		1.42		1.35		1.39		1.18		6		30
Other		NM		NM		NM		NM		NM		–		–
ROTA		0.91		0.79		0.86		0.72		0.68		12		23
Return on Average Tangible Common Equity (ROTCE)2
Consumer Banking		7.06%		6.97%		7.04%		7.09%		5.59%		9		147
Commercial Banking		13.18		12.94		12.50		13.04		11.19		24		199
Other		NM		NM		NM		NM		NM		–		–
ROTCE		9.68		8.43		8.58		7.30		6.61		125		307

¹ Includes loans and leases held for sale.

² Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

19

CREDIT-RELATED INFORMATION

(in millions)

	AS OF										MARCH 31, 2017 CHANGE
	Mar 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		Mar 31, 2016		Dec 31, 2016				Mar 31, 2016
											$		%		$		%
CREDIT EXPOSURE:
Commercial		$37,369		$37,274		$36,449		$35,927		$34,671		$95		–%		$2,698		8%
Commercial real estate		10,915		10,624		10,152		9,825		9,406		291		3		1,509		16
Leases		3,608		3,753		3,788		3,805		3,895		(145)		(4)		(287)		(7)
Total commercial		51,892		51,651		50,389		49,557		47,972		241		–		3,920		8
Residential mortgages		15,389		15,115		14,602		13,855		13,345		274		2		2,044		15
Home equity loans		1,730		1,858		2,027		2,177		2,313		(128)		(7)		(583)		(25)
Home equity lines of credit		13,812		14,100		14,271		14,418		14,526		(288)		(2)		(714)		(5)
Home equity loans serviced by others1		698		750		796		860		930		(52)		(7)		(232)		(25)
Home equity lines of credit serviced by others1		201		219		238		273		339		(18)		(8)		(138)		(41)
Automobile		13,636		13,938		14,063		14,075		13,847		(302)		(2)		(211)		(2)
Education2		7,242		6,610		5,997		5,516		5,006		632		10		2,236		45
Credit card		1,650		1,691		1,644		1,613		1,581		(41)		(2)		69		4
Other retail		1,861		1,737		1,440		1,207		1,132		124		7		729		64
Total retail		56,219		56,018		55,078		53,994		53,019		201		–		3,200		6
Total loans and leases		108,111		107,669		105,467		103,551		100,991		442		–		7,120		7
Derivative receivable - commercial3		346		621		1,084		1,297		1,057		(275)		(44)		(711)		(67)
Derivative receivable - retail		11		6		18		15		11		5		83		–		–
Total derivative receivable		357		627		1,102		1,312		1,068		(270)		(43)		(711)		(67)
Total credit-related assets		108,468		108,296		106,569		104,863		102,059		172		–		6,409		6
Undrawn commitments to extend credit - commercial		34,650		34,005		32,991		32,018		30,352		645		2		4,298		14
Financial standby letters of credit		1,912		1,892		1,980		1,946		1,921		20		1		(9)		–
Performance letters of credit		48		40		40		37		41		8		20		7		17
Commercial letters of credit		43		43		55		70		63		–		–		(20)		(32)
Marketing rights		44		44		44		46		47		–		–		(3)		(6)
Risk participation agreements		19		19		51		64		53		–		–		(34)		(64)
Total commercial lending-related arrangements		36,716		36,043		35,161		34,181		32,477		673		2		4,239		13
Undrawn commitments to extend credit - retail		28,160		26,867		27,134		26,604		26,637		1,293		5		1,523		6
Residential mortgage loans sold with recourse		8		8		9		9		10		–		–		(2)		(20)
Total retail lending-related arrangements		28,168		26,875		27,143		26,613		26,647		1,293		5		1,521		6
Total lending-related arrangements		64,884		62,918		62,304		60,794		59,124		1,966		3		5,760		10
Total credit exposure		$173,352		$171,214		$168,873		$165,657		$161,183		$2,138		1%		$12,169		8%
Memo: Total credit exposure by product category
Commercial exposure		$88,954		$88,315		$86,634		$85,035		$81,506		$639		1%		$7,448		9%
Retail exposure		84,398		82,899		82,239		80,622		79,677		1,499		2		4,721		6
Total credit exposure		$173,352		$171,214		$168,873		$165,657		$161,183		$2,138		1%		$12,169		8%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

³ First quarter 2017 balance reflects a reduction as a result of changes in the treatment of variation margin on centrally cleared derivatives.

20

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

	AS OF										MARCH 31, 2017 CHANGE
	Mar 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		Mar 31, 2016		Dec 31, 2016				Mar 31, 2016
											$/bps		%		$/bps		%
NONPERFORMING ASSETS:
Commercial		$367		$322		$334		$277		$284		$45		14%		$83		29%
Commercial real estate		46		50		62		70		86		(4)		(8)		(40)		(47)
Leases		–		15		–		–		–		(15)		(100)		–		–
Total commercial		413		387		396		347		370		26		7		43		12
Residential mortgages		142		144		170		174		174		(2)		(1)		(32)		(18)
Home equity loans		89		98		105		104		99		(9)		(9)		(10)		(10)
Home equity lines of credit		238		243		249		251		261		(5)		(2)		(23)		(9)
Home equity loans serviced by others1		29		32		32		33		37		(3)		(9)		(8)		(22)
Home equity lines of credit serviced by others1		30		33		42		38		38		(3)		(9)		(8)		(21)
Automobile		52		50		55		43		42		2		4		10		24
Education2		38		38		38		37		40		–		–		(2)		(5)
Credit card		16		16		16		14		16		–		–		–		–
Other retail		3		4		4		3		2		(1)		(25)		1		50
Total retail		637		658		711		697		709		(21)		(3)		(72)		(10)
Nonperforming loans and leases		1,050		1,045		1,107		1,044		1,079		5		–		(29)		(3)
Accruing loans past due 90 days or more not included above		$26		$26		$24		$26		$32		$–		–		($6)		(19)
Commercial		$–		$–		$–		$1		$1		$–		–%		($1)		(100%)
Retail		45		49		49		47		47		(4)		(8)		(2)		(4)
Other nonperforming assets		45		49		49		48		48		(4)		(8)		(3)		(6)
Nonperforming assets		$1,095		$1,094		$1,156		$1,092		$1,127		$1		–%		($32)		(3%)
NONPERFORMING ASSETS BY PRODUCT CATEGORY:
Commercial		$413		$387		$396		$348		$371		$26		7%		$42		11%
Retail		682		707		760		744		756		(25)		(4)		(74)		(10)
Nonperforming assets		$1,095		$1,094		$1,156		$1,092		$1,127		$1		–%		($32)		(3%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		1.13%		1.15%		1.18%		1.20%		1.21%		(2) bps				(8) bps
Allowance for loan and lease losses to nonperforming loans and leases		116.60		118.32		112.03		119.27		113.43		(172) bps				317 bps
Nonperforming loans and leases to loans and leases		0.97		0.97		1.05		1.01		1.07		– bps				(10) bps
Nonperforming assets to total assets		0.73		0.73		0.79		0.75		0.80		– bps				(7) bps

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

21

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS:
Commercial		$20		$19		$20		$4		$13		$1		5%		$7		54%
Commercial real estate		4		1		10		3		–		3		NM		4		100
Leases		–		6		3		–		–		(6)		(100)		–		–
Total commercial		24		26		33		7		13		(2)		(8)		11		85
Residential mortgages		3		6		4		5		6		(3)		(50)		(3)		(50)
Home equity loans		2		3		7		3		3		(1)		(33)		(1)		(33)
Home equity lines of credit		10		10		9		11		13		–		–		(3)		(23)
Home equity loans serviced by others1		5		9		9		11		9		(4)		(44)		(4)		(44)
Home equity lines of credit serviced by others1		3		2		3		4		3		1		50		–		–
Automobile		44		50		39		32		39		(6)		(12)		5		13
Education2		13		16		11		14		11		(3)		(19)		2		18
Credit card		16		15		14		15		14		1		7		2		14
Other retail		13		15		16		11		15		(2)		(13)		(2)		(13)
Total retail		109		126		112		106		113		(17)		(13)		(4)		(4)
Total gross charge-offs		$133		$152		$145		$113		$126		($19)		(13%)		$7		6%
GROSS RECOVERIES:
Commercial		$5		$8		$5		$5		$3		($3)		(38%)		$2		67%
Commercial real estate		–		2		9		–		1		(2)		(100)		(1)		(100)
Leases		–		–		–		–		–		–		–		–		–
Total commercial		5		10		14		5		4		(5)		(50)		1		25
Residential mortgages		1		2		2		2		3		(1)		(50)		(2)		(67)
Home equity loans		3		3		10		3		2		–		–		1		50
Home equity lines of credit		4		4		7		4		3		–		–		1		33
Home equity loans serviced by others1		4		4		5		6		4		–		–		–		–
Home equity lines of credit serviced by others1		2		1		2		2		1		1		100		1		100
Automobile		18		16		15		17		17		2		13		1		6
Education2		4		2		3		3		3		2		100		1		33
Credit card		2		2		2		2		2		–		–		–		–
Other retail		3		4		2		4		4		(1)		(25)		(1)		(25)
Total retail		41		38		48		43		39		3		8		2		5
Total gross recoveries		$46		$48		$62		$48		$43		($2)		(4%)		$3		7%
NET CHARGE-OFFS (RECOVERIES):
Commercial		$15		$11		$15		($1)		$10		$4		36%		$5		50%
Commercial real estate		4		(1)		1		3		(1)		5		NM		5		NM
Leases		–		6		3		–		–		(6)		(100)		–		–
Total commercial		19		16		19		2		9		3		19		10		111
Residential mortgages		2		4		2		3		3		(2)		(50)		(1)		(33)
Home equity loans		(1)		–		(3)		–		1		(1)		100		(2)		(200)
Home equity lines of credit		6		6		2		7		10		–		–		(4)		(40)
Home equity loans serviced by others1		1		5		4		5		5		(4)		(80)		(4)		(80)
Home equity lines of credit serviced by others1		1		1		1		2		2		–		–		(1)		(50)
Automobile		26		34		24		15		22		(8)		(24)		4		18
Education2		9		14		8		11		8		(5)		(36)		1		13
Credit card		14		13		12		13		12		1		8		2		17
Other retail		10		11		14		7		11		(1)		(9)		(1)		(9)
Total retail		68		88		64		63		74		(20)		(23)		(6)		(8)
Total net charge-offs (recoveries)		$87		$104		$83		$65		$83		($17)		(16%)		$4		5%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

22

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$/bps		%		$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.17%		0.13%		0.16%		(0.01%)		0.12%		4 bps				5 bps
Commercial real estate		0.14		(0.08)		0.05		0.11		(0.01)		22 bps				15 bps
Leases		–		0.65		0.30		–		–		(65) bps				– bps
Total commercial		0.15		0.13		0.15		0.01		0.08		2 bps				7 bps
Residential mortgages		0.06		0.10		0.05		0.08		0.09		(4) bps				(3) bps
Home equity loans		(0.21)		(0.02)		(0.36)		0.01		0.06		(19) bps				(27) bps
Home equity lines of credit		0.17		0.19		0.07		0.19		0.26		(2) bps				(9) bps
Home equity loans serviced by others1		0.37		2.36		1.88		2.47		2.03		(199) bps				(166) bps
Home equity lines of credit serviced by others1		2.25		2.34		1.84		2.35		2.09		(9) bps				16 bps
Automobile		0.77		0.96		0.69		0.41		0.65		(19) bps				12 bps
Education2		0.55		0.86		0.59		0.83		0.64		(31) bps				(9) bps
Credit card		3.36		3.15		2.84		3.19		3.07		21 bps				29 bps
Other retail		2.30		2.61		3.74		3.00		4.18		(31) bps				(188) bps
Total retail		0.49		0.63		0.47		0.48		0.55		(14) bps				(6) bps
Total loans and leases		0.33%		0.39%		0.32%		0.25%		0.33%		(6) bps				– bps
Memo: Average loans:
Commercial		$37,517		$36,965		$35,986		$35,622		$34,018		$552		1%		$3,499		10%
Commercial real estate		10,821		10,294		9,905		9,649		9,108		527		5		1,713		19
Leases		3,696		3,773		3,813		3,863		3,917		(77)		(2)		(221)		(6)
Total commercial		52,034		51,032		49,704		49,134		47,043		1,002		2		4,991		11
Residential mortgages		15,285		14,896		14,155		13,491		13,465		389		3		1,820		14
Home equity loans		1,793		1,934		2,088		2,231		2,471		(141)		(7)		(678)		(27)
Home equity lines of credit		13,955		14,188		14,314		14,477		14,632		(233)		(2)		(677)		(5)
Home equity loans serviced by others1		719		774		837		899		958		(55)		(7)		(239)		(25)
Home equity lines of credit serviced by others1		207		228		256		299		340		(21)		(9)		(133)		(39)
Automobile		13,772		13,994		14,053		13,972		13,792		(222)		(2)		(20)		–
Education2		6,837		6,215		5,750		5,407		4,852		622		10		1,985		41
Credit card		1,665		1,654		1,623		1,600		1,601		11		1		64		4
Other retail		1,798		1,619		1,256		1,167		1,108		179		11		690		62
Total retail		56,031		55,502		54,332		53,543		53,219		529		1		2,812		5
Total loans and leases		$108,065		$106,534		$104,036		$102,677		$100,262		$1,531		1%		$7,803		8%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² During the first quarter of 2017 we changed the name of our student loan class to education.

23

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning		$1,236		$1,240		$1,246		$1,224		$1,216		($4)		–%		$20		2%
Charge-offs:
Commercial		24		26		33		7		13		(2)		(8)		11		85
Retail		109		126		112		106		113		(17)		(13)		(4)		(4)
Total charge-offs		133		152		145		113		126		(19)		(13)		7		6
Recoveries:
Commercial		5		10		14		5		4		(5)		(50)		1		25
Retail		41		38		48		43		39		3		8		2		5
Total recoveries		46		48		62		48		43		(2)		(4)		3		7
Net charge-offs		87		104		83		65		83		(17)		(16)		4		5
Provision for loan and lease losses:														–				–
Commercial		9		24		(2)		45		46		(15)		(63)		(37)		(80)
Retail		66		76		79		42		45		(10)		(13)		21		47
Total provision for loan and lease losses		75		100		77		87		91		(25)		(25)		(16)		(18)
Allowance for loan and lease losses - ending		$1,224		$1,236		$1,240		$1,246		$1,224		($12)		(1%)		$–		–%
Reserve for unfunded lending commitments - beginning		$72		$70		$61		$58		$58		$2		3%		$14		24%
Provision for unfunded lending commitments		21		2		9		3		–		19		NM		21		100
Reserve for unfunded lending commitments - ending		$93		$72		$70		$61		$58		$21		29%		$35		60%
Total allowance for credit losses - ending		$1,317		$1,308		$1,310		$1,307		$1,282		$9		1%		$35		3%
	AS OF
											MARCH 31, 2017 CHANGE
	Mar 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		Mar 31, 2016		Dec 31, 2016				Mar 31, 2016
											$		%		$		%
ALLOWANCE COMPONENTS
ALLOWANCE FOR CREDIT LOSSES
Individually evaluated		$64		$63		$55		$52		$42		$1		2%		$22		52%
Formula-based evaluation		682		672		670		685		649		10		1		33		5
Total commercial		746		735		725		737		691		11		1		55		8
Individually evaluated		45		43		78		79		82		2		5		(37)		(45)
Formula-based evaluation		526		530		507		491		509		(4)		(1)		17		3
Total retail		571		573		585		570		591		(2)		–		(20)		(3)
Total allowance for credit losses		$1,317		$1,308		$1,310		$1,307		$1,282		$9		1%		$35		3%

24

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF
											MARCH 31, 2017 CHANGE
	Mar 31, 2017		Dec 31, 2016		Sept 30, 2016		June 30, 2016		Mar 31, 2016		Dec 31, 2016				Mar 31, 2016
											$		%		$		%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)1:
CET1 capital		$13,941		$13,822		$13,763		$13,768		$13,570		$119		1%		$371		3%
Tier 1 capital		14,188		14,069		14,010		14,015		13,817		119		1		371		3
Total capital		17,475		17,347		17,290		17,823		17,587		128		1		(112)		(1)
Risk-weighted assets		124,881		123,857		121,612		119,492		116,591		1,024		1		8,290		7
Adjusted average assets2		143,430		141,677		138,425		136,301		132,951		1,753		1		10,479		8
CET1 capital ratio		11.2%		11.2%		11.3%		11.5%		11.6%
Tier 1 capital ratio		11.4		11.4		11.5		11.7		11.9
Total capital ratio		14.0		14.0		14.2		14.9		15.1
Tier 1 leverage ratio		9.9		9.9		10.1		10.3		10.4
Pro forma Basel III fully phased-in common equity tier 1 capital ratio		11.1		11.1		11.3		11.5		11.6
TANGIBLE COMMON EQUITY (PERIOD-END):
Common stockholders’ equity		$19,600		$19,499		$19,934		$19,979		$19,718		$101		1%		($118)		(1%)
Less: Goodwill		6,876		6,876		6,876		6,876		6,876		–		–		–		–
Less: Other intangible assets		–		1		1		2		3		(1)		(100)		(3)		(100)
Add: Deferred tax liabilities3		534		532		519		507		494		2		–		40		8
Total tangible common equity		$13,258		$13,154		$13,576		$13,608		$13,333		$104		1%		($75)		(1%)
TANGIBLE COMMON EQUITY (AVERAGE):
Common stockholders’ equity		$19,460		$19,645		$19,810		$19,768		$19,567		($185)		–%		($107)		(1%)
Less: Goodwill		6,876		6,876		6,876		6,876		6,876		–		–		–		–
Less: Other intangible assets		–		1		1		2		3		(1)		(100)		(3)		(100)
Add: Deferred tax liabilities3		531		523		509		496		481		8		2		50		10
Total tangible common equity		$13,115		$13,291		$13,442		$13,386		$13,169		($176)		(1%)		($54)		–%
INTANGIBLE ASSETS (PERIOD-END):
Goodwill		$6,876		$6,876		$6,876		$6,876		$6,876		$–		–%		$–		–%
Other intangible assets		–		1		1		2		3		(1)		(100)		(3)		(100)
Total intangible assets		$6,876		$6,877		$6,877		$6,878		$6,879		($1)		–%		($3)		–%

¹ Basel III transitional rules for institutions applying the standardized approach to calculating risk-weighted assets became effective January 1, 2015. The capital ratios and associated components are prepared using the Basel III standardized transitional approach. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019.

² Adjusted average assets include quarterly average assets, less deductions for disallowed goodwill and other intangibles 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.

³ Deferred tax liabilities relate to tax-deductible goodwill, which is netted against goodwill when calculating tangible common equity.

25

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Key Performance Metrics:

Our management team uses 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. We have established the following financial targets, in addition to others, as KPMs, which 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 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” or “Underlying” results. We believe that these “Adjusted” or “Underlying” results provide the best representation of our financial progress toward these goals as they exclude items that our management does not consider indicative of our on-going financial performance. KPMs that contain “Adjusted” or “Underlying” results are considered non-GAAP financial measures.

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures. The following tables present reconciliations of our non-GAAP measures. These reconciliations exclude “Adjusted” or “Underlying” items, which are included, where applicable, in the financial results presented in accordance with GAAP. “Adjusted” or “Underlying” items include certain items that may occur in a reporting period which management does not consider indicative of on-going financial performance.

The non-GAAP measures presented in the following tables include reconciliations to the most directly comparable GAAP measures and are: “noninterest income”, “total revenue”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense”, “income tax expense”, “effective income tax rate”, “net income”, “net income available to common stockholders”, “other income”, “salaries and employee benefits”, “outside services”, “amortization of software expense”, “other operating expense”, “net income per average common share”, “return on average common equity” and “return on average total assets”.

We believe these non-GAAP 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 “Adjusted” or “Underlying” 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 “Adjusted” or “Underlying” 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 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.

26

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

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

		QUARTERLY TRENDS
												1Q17 Change
		1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
												$		%		$		%
Noninterest income, adjusted:
Noninterest income (GAAP)			$379		$377		$435		$355		$330		$2		1%		$49		15%
Less: Notable items			–		–		67		–		–		–		–		–		–
Noninterest income, adjusted (non-GAAP)			$379		$377		$368		$355		$330		$2		1%		$49		15%
Total revenue, adjusted:
Total revenue (GAAP)	A		$1,384		$1,363		$1,380		$1,278		$1,234		$21		2%		$150		12%
Less: Notable items			–		–		67		–		–		–		–		–		–
Total revenue, adjusted (non-GAAP)	B		$1,384		$1,363		$1,313		$1,278		$1,234		$21		2%		$150		12%
Noninterest expense, adjusted:
Noninterest expense (GAAP)	C		$854		$847		$867		$827		$811		$7		1%		$43		5%
Less: Notable items			–		–		36		–		–		–		–		–		–
Noninterest expense, adjusted (non-GAAP)	D		$854		$847		$831		$827		$811		$7		1%		$43		5%
Pre-provision profit:
Total revenue (GAAP)	A		$1,384		$1,363		$1,380		$1,278		$1,234		$21		2%		$150		12%
Noninterest expense (GAAP)	C		854		847		867		827		811		7		1		43		5
Pre-provision profit (GAAP)			$530		$516		$513		$451		$423		$14		3%		$107		25%
Pre-provision profit, adjusted:
Total revenue, adjusted (non-GAAP)	B		$1,384		$1,363		$1,313		$1,278		$1,234		$21		2%		$150		12%
Less: Noninterest expense, adjusted (non-GAAP)	D		854		847		831		827		811		7		1		43		5
Pre-provision profit, adjusted (non-GAAP)			$530		$516		$482		$451		$423		$14		3%		$107		25%
Income before income tax expense, adjusted:
Income before income tax expense (GAAP)			$434		$414		$427		$361		$332		$20		5%		$102		31%
Less: Income before income tax expense (benefit) related to notable items			–		–		31		–		–		–		–		–		–
Income before income tax expense, adjusted (non-GAAP)			$434		$414		$396		$361		$332		$20		5%		$102		31%
Income tax expense and effective income tax rate, adjusted:
Income tax expense (GAAP)			$114		$132		$130		$118		$109		($18)		(14%)		$5		5%
Less: Income tax expense (benefit) related to notable items			–		–		12		–		–		–		–		–		–
Income tax expense, adjusted (non-GAAP)			$114		$132		$118		$118		$109		($18)		(14%)		$5		5%
Net income, adjusted:
Net income (GAAP)	E		$320		$282		$297		$243		$223		$38		13%		$97		43%
Add: Notable items, net of income tax expense (benefit)			–		–		(19)		–		–		–		–		–		–
Net income, adjusted (non-GAAP)	F		$320		$282		$278		$243		$223		$38		13%		$97		43%
Net income available to common stockholders, adjusted:
Net income available to common stockholders (GAAP)	G		$313		$282		$290		$243		$216		$31		11%		$97		45%
Add: Notable items, net of income tax expense (benefit)			–		–		(19)		–		–		–		–		–		–
Net income available to common stockholders, adjusted (non-GAAP)	H		$313		$282		$271		$243		$216		$31		11%		$97		45%

27

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

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

		QUARTERLY TRENDS
												1Q17 Change
		1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
												$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A		$1,384		$1,363		$1,380		$1,278		$1,234		$21		1.54%		$150		12.16%
Less: Noninterest expense (GAAP)	C		854		847		867		827		811		7		0.83		43		5.30
Operating leverage															0.71%				6.86%
Operating leverage, adjusted:
Total revenue, adjusted (non-GAAP)	B		$1,384		$1,363		$1,313		$1,278		$1,234		$21		1.54%		$150		12.16%
Less: Noninterest expense, adjusted (non-GAAP)	D		854		847		831		827		811		7		0.83		43		5.30
Operating leverage, adjusted (non-GAAP)															0.71%				6.86%
Efficiency ratio and efficiency ratio, adjusted:
Efficiency ratio	C/A		61.68%		62.18%		62.88%		64.71%		65.66%		(50) bps				(398) bps
Efficiency ratio, adjusted (non-GAAP)	D/B		61.68		62.18		63.31		64.71		65.66		(50) bps				(398) bps
Return on average common equity and return on average common equity, adjusted:
Average common equity (GAAP)	I		$19,460		$19,645		$19,810		$19,768		$19,567		($185)		(1%)		($107)		(1%)
Return on average common equity	G/I		6.52%		5.70%		5.82%		4.94%		4.45%		82 bps				207 bps
Return on average common equity, adjusted (non-GAAP)	H/I		6.52		5.70		5.44		4.94		4.45		82 bps				207 bps
Return on average tangible common equity and return on average tangible common equity, adjusted:
Average common equity (GAAP)	I		$19,460		$19,645		$19,810		$19,768		$19,567		($185)		(1%)		($107)		(1%)
Less: Average goodwill (GAAP)			6,876		6,876		6,876		6,876		6,876		–		–		–		–
Less: Average other intangibles (GAAP)			–		1		1		2		3		(1)		(100)		(3)		(100)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531		523		509		496		481		8		2		50		10
Average tangible common equity	J		$13,115		$13,291		$13,442		$13,386		$13,169		($176)		(1%)		($54)		–%
Return on average tangible common equity	G/J		9.68%		8.43%		8.58%		7.30%		6.61%		125 bps				307 bps
Return on average tangible common equity, adjusted (non-GAAP)	H/J		9.68		8.43		8.02		7.30		6.61		125 bps				307 bps
Return on average total assets and return on average total assets, adjusted:
Average total assets (GAAP)	K		$148,786		$147,315		$144,399		$142,179		$138,780		$1,471		1%		$10,006		7%
Return on average total assets	E/K		0.87%		0.76%		0.82%		0.69%		0.65%		11 bps				22 bps
Return on average total assets, adjusted (non-GAAP)	F/K		0.87		0.76		0.77		0.69		0.65		11 bps				22 bps
Return on average total tangible assets and return on average total tangible assets, adjusted:
Average total assets (GAAP)	K		$148,786		$147,315		$144,399		$142,179		$138,780		$1,471		1%		$10,006		7%
Less: Average goodwill (GAAP)			6,876		6,876		6,876		6,876		6,876		–		–		–		–
Less: Average other intangibles (GAAP)			–		1		1		2		3		(1)		(100)		(3)		(100)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531		523		509		496		481		8		2		50		10
Average tangible assets	L		$142,441		$140,961		$138,031		$135,797		$132,382		$1,480		1%		$10,059		8%
Return on average total tangible assets	E/L		0.91%		0.79%		0.86%		0.72%		0.68%		12 bps				23 bps
Return on average total tangible assets, adjusted (non-GAAP)	F/L		0.91		0.79		0.80		0.72		0.68		12 bps				23 bps

28

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

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

		QUARTERLY TRENDS
												1Q17 Change
		1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
												$/bps		%		$/bps		%
Tangible book value per common share:
Common shares - at end of period (GAAP)	M		509,515,646		511,954,871		518,148,345		529,094,976		528,933,727		(2,439,225)		–%		(19,418,081)		(4%)
Common stockholders’ equity (GAAP)			$19,600		$19,499		$19,934		$19,979		$19,718		$101		1		($118)		(1)
Less: Goodwill (GAAP)			6,876		6,876		6,876		6,876		6,876		–		–		–		–
Less: Other intangible assets (GAAP)			–		1		1		2		3		(1)		(100)		(3)		(100)
Add: Deferred tax liabilities related to goodwill (GAAP)			534		532		519		507		494		2		–		40		8
Tangible common equity	N		$13,258		$13,154		$13,576		$13,608		$13,333		$104		1%		($75)		(1%)
Tangible book value per common share	N/M		$26.02		$25.69		$26.20		$25.72		$25.21		$0.33		1%		$0.81		3%
Net income per average common share - basic and diluted, adjusted:
Average common shares outstanding - basic (GAAP)	O		509,451,450		512,015,920		519,458,976		528,968,330		528,070,648		(2,564,470)		(1%)		(18,619,198)		(4%)
Average common shares outstanding - diluted (GAAP)	P		511,348,200		513,897,085		521,122,466		530,365,203		530,446,188		(2,548,885)		–		(19,097,988)		(4)
Net income available to common stockholders (GAAP)	G		$313		$282		$290		$243		$216		$31		11		$97		45
Net income per average common share - basic (GAAP)	G/O		0.61		0.55		0.56		0.46		0.41		0.06		11		0.20		49
Net income per average common share - diluted (GAAP)	G/P		0.61		0.55		0.56		0.46		0.41		0.06		11		0.20		49
Net income available to common stockholders, adjusted (non-GAAP)	H		313		282		271		243		216		31		11		97		45
Net income per average common share - basic, adjusted (non-GAAP)	H/O		0.61		0.55		0.52		0.46		0.41		0.06		11		0.20		49
Net income per average common share - diluted, adjusted (non-GAAP)	H/P		0.61		0.55		0.52		0.46		0.41		0.06		11		0.20		49
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 capital (regulatory)			$13,941		$13,822		$13,763		$13,768		$13,570
Less: Change in DTA and other threshold deductions (GAAP)			–		–		–		1		1
Pro forma Basel III fully phased-in common equity tier 1 capital	Q		$13,941		$13,822		$13,763		$13,767		$13,569
Risk-weighted assets (regulatory general risk weight approach)			$124,881		$123,857		$121,612		$119,492		$116,591
Add: Net change in credit and other risk-weighted assets (regulatory)			247		244		228		228		232
Pro forma Basel III standardized approach risk-weighted assets	R		$125,128		$124,101		$121,840		$119,720		$116,823
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1	Q/R		11.1%		11.1%		11.3%		11.5%		11.6%

¹ Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in through 2019, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

29

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

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

	QUARTERLY TRENDS
											1Q17 Change
	1Q17		4Q16		3Q16		2Q16		1Q16		4Q16				1Q16
											$		%		$		%
Other income, adjusted
Other income (GAAP)		$24		$25		$87		$15		$20		($1)		(4%)		$4		20%
Less: Notable items		–		–		67		–		–		–		–		–		–
Other income, adjusted (non-GAAP)		$24		$25		$20		$15		$20		($1)		(4%)		$4		20%
Salaries and employee benefits, adjusted:
Salaries and employee benefits (GAAP)		$444		$420		$432		$432		$425		$24		6%		$19		4%
Less: Notable items		–		–		11		–		–		–		–		–		–
Salaries and employee benefits, adjusted (non-GAAP)		$444		$420		$421		$432		$425		$24		6%		$19		4%
Outside services, adjusted:
Outside services (GAAP)		$91		$98		$102		$86		$91		($7)		(7%)		$–		–%
Less: Notable items		–		–		8		–		–		–		–		–		–
Outside services, adjusted (non-GAAP)		$91		$98		$94		$86		$91		($7)		(7%)		$–		–%
Occupancy, adjusted:
Occupancy (GAAP)		$82		$77		$78		$76		$76		$5		6%		$6		8%
Less: Notable items		–		–		–		–		–		–		–		–		–
Occupancy, adjusted (non-GAAP)		$82		$77		$78		$76		$76		$5		6%		$6		8%
Equipment expense, adjusted:
Equipment expense (GAAP)		$67		$69		$65		$64		$65		($2)		(3%)		$2		3%
Less: Notable items		–		–		–		–		–		–		–		–		–
Equipment expense, adjusted (non-GAAP)		$67		$69		$65		$64		$65		($2)		(3%)		$2		3%
Amortization of software, adjusted:
Amortization of software (GAAP)		$44		$44		$46		$41		$39		$–		–%		$5		13%
Less: Notable items		–		–		3		–		–		–		–		–		–
Amortization of software, adjusted (non-GAAP)		$44		$44		$43		$41		$39		$–		–%		$5		13%
Other operating expense, adjusted:
Other operating expense (GAAP)		$126		$139		$144		$128		$115		($13)		(9%)		$11		10%
Less: Notable items		–		–		14		–		–		–		–		–		–
Other operating expense, adjusted (non-GAAP)		$126		$139		$130		$128		$115		($13)		(9%)		$11		10%

30

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

(in millions, except ratio data)

		THREE MONTHS ENDED MAR 31,								THREE MONTHS ENDED DEC 31,
		2017								2016
		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A		$95		$180		$45		$320		$92		$172		$18		$282
Less: Preferred stock dividends			–		–		7		7		–		–		–		–
Net income available to common stockholders	B		$95		$180		$38		$313		$92		$172		$18		$282
Return on average tangible common equity:
Average common equity (GAAP)			$5,460		$5,528		$8,472		$19,460		$5,275		$5,278		$9,092		$19,645
Less: Average goodwill (GAAP)			–		–		6,876		6,876		–		–		6,876		6,876
Average other intangibles (GAAP)			–		–		–		–		–		–		1		1
Add: Average deferred tax liabilities related to goodwill (GAAP)			–		–		531		531		–		–		523		523
Average tangible common equity	C		$5,460		$5,528		$2,127		$13,115		$5,275		$5,278		$2,738		$13,291
Return on average tangible common equity	B/C		7.06%		13.18%		NM		9.68%		6.97%		12.94%		NM		8.43%
Return on average total tangible assets:
Average total assets (GAAP)			$58,660		$49,243		$40,883		$148,786		$58,066		$48,024		$41,225		$147,315
Less: Average goodwill (GAAP)			–		–		6,876		6,876		–		–		6,876		6,876
Average other intangibles (GAAP)			–		–		–		–		–		–		1		1
Add: Average deferred tax liabilities related to goodwill (GAAP)			–		–		531		531		–		–		523		523
Average tangible assets	D		$58,660		$49,243		$34,538		$142,441		$58,066		$48,024		$34,871		$140,961
Return on average total tangible assets	A/D		0.66%		1.48%		NM		0.91%		0.63%		1.42%		NM		0.79%
Efficiency ratio:
Noninterest expense (GAAP)	E		$647		$190		$17		$854		$649		$187		$11		$847
Net interest income (GAAP)			638		346		21		1,005		639		347		–		986
Noninterest income (GAAP)			220		134		25		379		227		122		28		377
Total revenue (GAAP)	F		$858		$480		$46		$1,384		$866		$469		$28		$1,363
Efficiency ratio	E/F		75.41%		39.80%		NM		61.68%		74.90%		39.83%		NM		62.18%

31

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

(in millions, except ratio data)

		THREE MONTHS ENDED SEPT 30,								THREE MONTHS ENDED JUNE 30,
		2016								2016
		Consumer        Banking		Commercial      Banking		Other		Consolidated		Consumer        Banking		Commercial      Banking		Other		Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A		$92		$162		$43		$297		$90		$164		($11)		$243
Less: Preferred stock dividends			–		–		7		7		–		–		–		–
Net income available to common stockholders	B		$92		$162		$36		$290		$90		$164		($11)		$243
Return on average tangible common equity:
Average common equity (GAAP)			$5,190		$5,172		$9,448		$19,810		$5,110		$5,040		$9,618		$19,768
Less: Average goodwill (GAAP)			–		–		6,876		6,876		–		–		6,876		6,876
Average other intangibles (GAAP)			–		–		1		1		–		–		2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			–		–		509		509		–		–		496		496
Average tangible common equity	C		$5,190		$5,172		$3,080		$13,442		$5,110		$5,040		$3,236		$13,386
Return on average tangible common equity	B/C		7.04%		12.50%		NM		8.58%		7.09%		13.04%		NM		7.30%
Return on average total tangible assets:
Average total assets (GAAP)			$56,689		$47,902		$39,808		$144,399		$55,660		$47,388		$39,131		$142,179
Less: Average goodwill (GAAP)			–		–		6,876		6,876		–		–		6,876		6,876
Average other intangibles (GAAP)			–		–		1		1		–		–		2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			–		–		509		509		–		–		496		496
Average tangible assets	D		$56,689		$47,902		$33,440		$138,031		$55,660		$47,388		$32,749		$135,797
Return on average total tangible assets	A/D		0.64%		1.35%		NM		0.86%		0.65%		1.39%		NM		0.72%
Efficiency ratio:
Noninterest expense (GAAP)	E		$650		$181		$36		$867		$632		$186		$9		$827
Net interest income (GAAP)			621		327		(3)		945		602		314		7		923
Noninterest income (GAAP)			229		123		83		435		219		122		14		355
Total revenue (GAAP)	F		$850		$450		$80		$1,380		$821		$436		$21		$1,278
Efficiency ratio	E/F		76.46%		40.21%		NM		62.88%		76.98%		42.88%		NM		64.71%

32

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

(in millions, except ratio data)

		THREE MONTHS ENDED MAR 31,
		2016
		Consumer        Banking		Commercial      Banking		Other		Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A		$71		$133		$19		$223
Less: Preferred stock dividends			–		–		7		7
Net income available to common stockholders	B		$71		$133		$12		$216
Return on average tangible common equity:
Average common equity (GAAP)			$5,089		$4,790		$9,688		$19,567
Less: Average goodwill (GAAP)			–		–		6,876		6,876
Average other intangibles (GAAP)			–		–		3		3
Add: Average deferred tax liabilities related to goodwill (GAAP)			–		–		481		481
Average tangible common equity	C		$5,089		$4,790		$3,290		$13,169
Return on average tangible common equity	B/C		5.59%		11.19%		NM		6.61%
Return on average total tangible assets:
Average total assets (GAAP)			$55,116		$45,304		$38,360		$138,780
Less: Average goodwill (GAAP)			–		–		6,876		6,876
Average other intangibles (GAAP)			–		–		3		3
Add: Average deferred tax liabilities related to goodwill (GAAP)			–		–		481		481
Average tangible assets	D		$55,116		$45,304		$31,962		$132,382
Return on average total tangible assets	A/D		0.52%		1.18%		NM		0.68%
Efficiency ratio:
Noninterest expense (GAAP)	E		$616		$187		$8		$811
Net interest income (GAAP)			581		300		23		904
Noninterest income (GAAP)			208		99		23		330
Total revenue (GAAP)	F		$789		$399		$46		$1,234
Efficiency ratio	E/F		78.08%		46.74%		NM		65.66%

33

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - UNDERLYING RESULTS

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

		QUARTERLY TRENDS
								1Q17 Change
		1Q17		4Q16		1Q16		4Q16				1Q16
								$/bps		%		$/bps		%
Income before income tax expense (GAAP)	A		$434		$414		$332		$20		5%		$102		31%
Income tax expense and effective income tax rate, underlying:
Income tax expense (GAAP)	B		$114		$132		$109		($18)		(14%)		$5		5%
Less: Settlement of certain state tax matters			(23)		–		–		(23)		100		(23)		100
Income tax expense, underlying	C		$137		$132		$109		$5		4%		$28		26%
Effective income tax rate (GAAP)	B/A		26.36%		31.90%		32.87%		(554)  bps				(651)  bps
Effective income tax rate, underlying	C/A		31.56		31.90		32.87		(34)  bps				(131)  bps
Net income, underlying:
Net income (GAAP)	D		$320		$282		$223		$38		13%		$97		43%
Less: Settlement of certain state tax matters			23		–		–		23		100		23		100
Net income, underlying	E		$297		$282		$223		$15		5%		$74		33%
Net income available to common stockholders, underlying:
Net income available to common stockholders (GAAP)	F		$313		$282		$216		$31		11%		$97		45%
Less: Settlement of certain state tax matters			23		–		–		23		100		23		100
Net income available to common stockholders, underlying	G		$290		$282		$216		$8		3%		$74		34%
Return on average common equity and return on average common equity, underlying:
Average common equity (GAAP)	H		$19,460		$19,645		$19,567		($185)		(1%)		($107)		(1%)
Return on average common equity	F/H		6.52%		5.70%		4.45%		82 bps				207 bps
Return on average common equity, underlying	G/H		6.05%		5.70%		4.45%		35 bps				160 bps
Return on average tangible common equity and return on average tangible common equity, underlying:
Average common equity (GAAP)	H		$19,460		$19,645		$19,567		($185)		(1%)		($107)		(1%)
Less: Average goodwill (GAAP)			6,876		6,876		6,876		–		–		–		–
Less: Average other intangibles (GAAP)			–		1		3		(1)		(100)		(3)		(100)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531		523		481		8		2		50		10
Average tangible common equity	I		$13,115		$13,291		$13,169		($176)		(1%)		($54)		–%
Return on average tangible common equity	F/I		9.68%		8.43%		6.61%		125 bps				307 bps
Return on average tangible common equity, underlying	G/I		8.98		8.43		6.61		55 bps				237 bps
Return on average total assets and return on average total assets, underlying:
Average total assets (GAAP)	J		$148,786		$147,315		$138,780		$1,471		1%		$10,006		7%
Return on average total assets	D/J		0.87%		0.76%		0.65%		11 bps				22 bps
Return on average total assets, underlying	E/J		0.81		0.76		0.65		5 bps				16 bps

34

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

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

		QUARTERLY TRENDS
								1Q17 Change
		1Q17		4Q16		1Q16		4Q16				1Q16
								$/bps		%		$/bps		%
Return on average total tangible assets and return on average total tangible assets, underlying:
Average total assets (GAAP)	J		$148,786		$147,315		$138,780		$1,471		1%		$10,006		7%
Less: Average goodwill (GAAP)			6,876		6,876		6,876		–		–		–		–
Less: Average other intangibles (GAAP)			–		1		3		(1)		(100)		(3)		(100)
Add: Average deferred tax liabilities related to goodwill (GAAP)			531		523		481		8		2		50		10
Average tangible assets	K		$142,441		$140,961		$132,382		$1,480		1%		$10,059		8%
Return on average total tangible assets	D/K		0.91%		0.79%		0.68%		12 bps				23 bps
Return on average total tangible assets, underlying	E/K		0.85		0.79		0.68		6 bps				17 bps
Net income per average common share - basic and diluted, underlying:
Average common shares outstanding - basic (GAAP)	L		509,451,450		512,015,920		528,070,648		(2,564,470)		(1%)		(18,619,198)		(4%)
Average common shares outstanding - diluted (GAAP)	M		511,348,200		513,897,085		530,446,188		(2,548,885)		–		(19,097,988)		(4)
Net income available to common stockholders (GAAP)	F		$313		$282		$216		$31		11		$97		45
Net income per average common share - basic (GAAP)	F/L		0.61		0.55		0.41		0.06		11		0.20		49
Net income per average common share - diluted (GAAP)	F/M		0.61		0.55		0.41		0.06		11		0.20		49
Net income available to common stockholders, underlying	G		290		282		216		8		3		74		34
Net income per average common share - basic, underlying	G/L		0.57		0.55		0.41		0.02		4		0.16		39
Net income per average common share - diluted, underlying	G/M		0.57		0.55		0.41		0.02		4		0.16		39

35