8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 19, 2018

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 January 19, 2018, Citizens Financial Group, Inc. issued a press release reporting fourth quarter and full year 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.

	Exhibit Number	Description
(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated January 19, 2018
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued January 19, 2018
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 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: January 19, 2018

EX-99.1

Exhibit 99.1

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

$666 Million and Diluted EPS of $1.35

Results include a $317 million after-tax net benefit, or $0.64 per diluted share, from notable items

Underlying net income up 24% and Underlying diluted EPS up 29% from fourth quarter 2016*

ROTCE of 19.9%, and Underlying ROTCE of 10.4% in fourth quarter 2017*

2017 net income of $1.7 billion and $3.25 diluted EPS

2017 Underlying net income of $1.3 billion up 28% and diluted EPS of $2.58 up 34% from Adjusted 2016*

Positive operating leverage of 6.8% year on year on an Underlying basis*

PROVIDENCE, RI (January 19, 2018) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported fourth quarter net income of $666 million, or $1.35 per diluted common share, compared with fourth quarter 2016 net income of $282 million, or $0.55 per diluted common share. Fourth quarter 2017 Return on Average Tangible Common Equity* (“ROTCE”) of 19.9% compares with fourth quarter 2016 of 8.4%. Full year 2017 net income available to common stockholders of $1.64 billion and diluted EPS of $3.25 compares with 2016 net income of $1.03 billion and diluted EPS of $1.97. 2017 ROTCE* of 12.3% compares with 7.7% in 2016.

Fourth quarter 2017 results included a $317 million after-tax net benefit from notable items including a benefit related to the Company’s net deferred tax liability in connection with the December 2017 Tax Legislation, partially offset by investments in our colleagues and communities, as well as a $17 million gain on the sale of a Troubled Debt Restructuring Portfolio offset by other notable items largely associated with our efficiency initiatives (“TDR Transaction II”).

Notable items*	4Q17									FY 2017									FY 2016
($s in millions, except per share data)	Pre-tax			After-tax			EPS impact			Pre-tax			After-tax			EPS impact			Pre-tax			After-tax			EPS impact
2017 Tax Legislation-related notable items*
Tax Legislation DTL adjustment	$	—		$	331		$	0.67		$	—		$	331		$	0.66
Colleague & community investment		(22	)		(13	)		(0.03	)		(22	)		(13	)		(0.03	)
Net 2017 Tax Legislation-related notable items	$	(22	)	$	318		$	0.64		$	(22	)	$	318		$	0.63
TDR transaction gain	$	17		$	10		$	0.02		$	17		$	10		$	0.02		$	64		$	40		$	0.08
Other notable items		(18	)		(11	)		(0.02	)		(18	)		(11	)		(0.02	)		(33	)		(21	)		(0.04	)
TDR gain net of other notable items	$	(1	)	$	(1	)	$	(0.00	)	$	(1	)	$	(1	)	$	(0.00	)	$	31		$	19		$	0.04
1Q17 State tax settlement											—			23			0.04
Total notable items	$	(23	)	$	317		$	0.64		$	(23	)	$	340		$	0.67		$	31		$	19		$	0.04

On an Underlying basis,* fourth quarter 2017 net income available to common stockholders of $349 million, or $0.71 per diluted share, increased 24% and 29%, respectively, from fourth quarter 2016 and increased 2% and 4%, respectively, from third quarter 2017. Underlying fourth quarter 2017 ROTCE* of 10.4% improved from 10.1% in third quarter 2017 and 8.4% in fourth quarter 2016. On an Adjusted/Underlying basis,* full year 2017 net income available to common stockholders of $1.3 billion, increased 28% and diluted EPS of $2.58 increased 34% from 2016 levels. Full year 2017 ROTCE* of 12.3% compares to 7.7% in 2016. On an Adjusted/Underlying basis,* 2017 ROTCE of 9.8% compares with 7.6% in 2016.

* 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. December 2017 Tax Legislation benefit amounts are estimated as of December 31, 2017 and may be subject to adjustment during 2018. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Current reporting-period regulatory capital ratios are preliminary.

Citizens Financial Group, Inc.

Citizens announced today that its board of directors declared a 22% increase in its quarterly cash dividend to $0.22 per common share. The dividend is payable on February 15, 2018 to shareholders of record at the close of business on February 1, 2018.

“We are pleased to report another quarter of strong results to cap what has been an exceptional year for Citizens,” said Chairman and Chief Executive Officer Bruce Van Saun. “We are executing well and running the bank better and better, as evidenced by the 6.8% year on year operating leverage, ROTCE reaching 10.4% in the fourth quarter, and consistent progress in delivering well for our customers, colleagues and communities. We enter 2018 with solid momentum, and are pleased to raise our dividend today by a further 22%.”

Fourth Quarter 2017 vs. Third Quarter 2017

Key Highlights

• Fourth quarter highlights include ROTCE of 19.9% and Underlying ROTCE* of 10.4%. Underlying results* reflect revenue growth of 2% driven by strength in net interest income given continued loan growth and a three basis point improvement in net interest margin. Provision expense increased modestly from relatively low third quarter levels.

• Results reflect an efficiency ratio of 61%, which includes the impact of $40 million of notable expense items. On an Underlying basis,* operating leverage was 1.6% and the efficiency ratio improved 91 basis points to 58.5%.

• Tangible book value per common share of $27.48 increased by 2%. Fully diluted average common shares outstanding decreased by 8.4 million shares.

Results

• Total revenue of $1.5 billion increased 3% including the $17 million benefit tied to notable items; on an Underlying basis,* total revenue of $1.5 billion increased 2%.

• Net interest income of $1.1 billion increased $18 million, reflecting 1% average loan growth and a three basis point improvement in net interest margin to 3.08% from third quarter levels that included a two basis point benefit tied to higher commercial loan interest recoveries.

• Net interest margin reflects improved yields on interest-earning assets, including the benefit of higher short-term interest rates and balance sheet optimization, partially offset by higher funding costs.

• Noninterest income of $404 million increased $23 million, which includes a $17 million benefit from notable items. Underlying noninterest income* of $387 million increased 2%, driven by strength in foreign exchange and interest rate products, trust and investment services fees and other income.

• Noninterest expense of $898 million increased $40 million, driven by the impact of notable items. On an Underlying basis,* noninterest expense of $858 million was stable, as lower other operating expense and salaries and employee benefits were offset by an increase in outside services, which included costs associated with our strategic initiatives.

• Provision for credit losses of $83 million increased modestly from relatively low third quarter levels.

• Efficiency ratio of 60.5%, 58.5% on an Underlying basis,* compares with 59.4% in third quarter 2017; ROTCE of 19.9%, 10.4% on an Underlying basis,* improved from 10.1% in the third quarter 2017.

Balance Sheet

• Average interest-earning assets increased $950 million, driven by an increase in loans, with particular strength in retail.

• Average deposits increased $806 million, driven by growth in term and demand, partially offset by a decrease in checking with interest.

2

Citizens Financial Group, Inc.

• Nonperforming loans and leases (“NPLs”) to total loans and leases ratio of 0.79% improved from 0.85%, reflecting a reduction in commercial NPLs. Allowance coverage of NPLs increased to 142% from 131%.

• Net charge-offs of 28 basis points increased modestly from third quarter levels.

• Capital strength remains robust, with a preliminary common equity tier 1 (“CET1”) risk-based capital ratio of 11.1%; 11.2% including a pro forma benefit tied to an anticipated FASB accounting standards change related to Tax Legislation.

• Repurchased 8.8 million shares of common stock in the quarter, and including common dividends, returned $424 million in capital to shareholders.

• Average loan-to-deposit ratio remained relatively stable at 97.8%; Period-end loan-to-deposit ratio improved to 96.7%.

Fourth Quarter 2017 vs. Fourth Quarter 2016

Key Highlights

• Fourth quarter results reflect a 136% increase in net income available to common stockholders, which includes the impact of the 2017 Tax Legislation and other notable items. Underlying net income available to common stockholders* increased 24% led by revenue growth of 8%, with a 10% increase in net interest income and 3% increase in noninterest income.

• Results, including the impact of notable items, reflect operating leverage of 2.9%, efficiency ratio of 61% and ROTCE of 19.9%. On an Underlying basis,* operating leverage of 6.4% reflects continued strong focus on top-line growth and expense management, with a 3.7% improvement in the efficiency ratio to 58.5% and a 2.0% improvement in ROTCE to 10.4%.*

• Fully diluted average common shares outstanding decreased by 20.1 million shares.

Results

• Total revenue of $1.5 billion increased $121 million, or 9%; on an Underlying basis,* total revenue increased $104 million, or 8%, driven by strength in both net interest income and noninterest income.

• Net interest income increased 10% given 4% growth in average loans and an 18 basis point improvement in net interest margin.

• Net interest margin of 3.08% reflects improved loan yields driven by the continued focus on balance sheet optimization and the benefit of higher rates, partially offset by an increase in funding costs.

• Noninterest income of $404 million increased $27 million, which includes a $17 million benefit tied to notable items. On an Underlying basis,* noninterest income increased 3% driven by strength in trust and investment services fees, card fees and capital markets fees partially offset by lower mortgage banking fees and other income.

• Noninterest expense increased 6% from fourth quarter 2016 driven by the impact of $40 million of notable items. On an Underlying basis,* noninterest expense increased 1%, largely reflecting higher salaries and employee benefits expense and higher outside services expense, driven by the impact of strategic growth initiatives, partially offset by lower other operating expense, largely due to fraud, legal and regulatory costs.

• Provision for credit losses decreased $19 million, or 19%, reflecting strong overall portfolio credit quality and lower net charge-offs.

• ROTCE of 19.9% improved by 11.5%, and Underlying ROTCE of 10.4% improved by 2.0%, from 8.4%.*

3

Citizens Financial Group, Inc.

Balance Sheet

• Average interest-earning assets increased $3.7 billion, or 3%, driven by growth in loans and loans held for sale with a 5% increase in retail and a 3% increase in commercial.

• Average deposits increased $4.6 billion, or 4%, on strength in term, checking with interest, savings and demand deposits.

• NPLs to total loans and leases ratio of 0.79% improved from 0.97%, reflecting a decrease in retail driven by real estate secured portfolios, as well as a reduction in commercial, largely tied to commodities-related credits. Allowance coverage of NPLs of 142% improved from 118%.

• Net charge-offs of 28 basis points of loans improved from 39 basis points in fourth quarter 2016, reflecting improved results in commercial and retail.

Full-Year 2017 vs. Full-Year 2016

• Total revenue of $5.7 billion increased $452 million, or 9%. Adjusted/Underlying revenue growth* of $513 million, or 10%, was driven by an 11% increase in net interest income and a 7% increase in noninterest income. Net interest income results reflect 6% average loan growth and a 16 basis point improvement in net interest margin.

• Noninterest expense of $3.5 billion increased 4% driven by the impact of notable items. On an Adjusted/Underlying basis,* noninterest expense increased 3%.

• Efficiency ratio of 60.9% improved 293 basis points. On an Adjusted/Underlying basis, the efficiency ratio of 60.0% improved 396 basis points and positive operating leverage was 6.8%.*

• Net income available to common stockholders increased 59%. Adjusted/Underlying net income* was up 28%.

• ROTCE of 12.3% improved by 4.6%. Adjusted/Underlying ROTCE of 9.8% increased by 2.2%.*

• Capital strength remains robust, with a common equity tier 1 (“CET1”) risk-based capital ratio of 11.1%.

• Average loan-to-deposit ratio remained relatively stable at 98.3%; period-end loan-to-deposit ratio improved to 96.7%.

• Tangible book value per common share of $27.48 increased by 7%.

• Returned $1.1 billion to common shareholders including dividends and share repurchases, a 70% increase compared to 2016.

Update on Plan Execution

Consumer Banking

• Performance paced by solid loan and deposit growth. Strong progress in data analytics and digital strategies, as well as in efforts to further enhance customer journeys and overall experience.

• Wealth management business continues to build scale and add capabilities highlighted by the launch of SpeciFi^SM, its new digital and investment advisory platform. Continued progress in migrating sales mix toward fee-based products with fee-based investment sales up 70% in 2017.

• Continued progress on repositioning the mortgage business, with better focus on branches and progress in building out a direct-to-consumer product offering. Conforming mortgages reached 45% of originations in fourth quarter 2017.

Commercial Banking

• Strong growth in 2017 fee income was paced by record results in Capital Markets, with strong performance in loan syndications, bond underwriting and M&A and advisory fees, and solid growth in card fees.

4

Citizens Financial Group, Inc.

• Continued balance sheet and customer growth, with full year 2017 growth of 6% in average loans and loans held for sale compared with full year 2016, reflecting strength in Mid-corporate and Private Equity and Commercial Real Estate, as well as the impact of our geographic expansion strategies, partially offset by a planned reduction in Asset Finance.

Efficiency and balance sheet optimization initiatives

• TOP IV Program, which includes both efficiency and revenue initiatives, is underway and on track to meet end of 2018 run-rate pre-tax benefit of $95-$110 million.

• Balance Sheet Optimization initiatives to shift loan portfolio mix to higher-return categories continue to deliver benefits, with an estimated benefit of approximately 8 basis points on net interest margin year over year.

	Quarterly trends															Full Year
Earnings highlights										4Q17 change from												2017 change
($s in millions, except per share data)	4Q17			3Q17			4Q16			3Q17			4Q16			2017			2016			from 2016
										$			$			$			$			$
Earnings
Net interest income	$	1,080		$	1,062		$	986		$	18		$	94		$	4,173		$	3,758		$	415
Noninterest income		404			381			377			23			27			1,534			1,497			37
Total revenue		1,484			1,443			1,363			41			121			5,707			5,255			452
Noninterest expense		898			858			847			40			51			3,474			3,352			122
Pre-provision profit		586			585			516			1			70			2,233			1,903			330
Provision for credit losses		83			72			102			11			(19	)		321			369			(48	)
Net income		666			348			282			318			384			1,652			1,045			607
Preferred dividends		—			7			—			(7	)		—			14			14			—
Net income available to common stockholders	$	666		$	341		$	282		$	325		$	384		$	1,638		$	1,031		$	607
After-tax notable Items		317			—			—			317			317			340			19			321
Adjusted/underlying net income available to common stockholders*	$	349		$	341		$	282		$	8		$	67		$	1,298		$	1,012		$	286
Average common shares outstanding
Basic (in millions)		492.1			500.9			512.0			(8.7	)		(19.9	)		502.2			522.1			(19.9	)
Diluted (in millions)		493.8			502.2			513.9			(8.4	)		(20.1	)		503.7			523.9			(20.2	)
Diluted earnings per share	$	1.35		$	0.68		$	0.55		$	0.67		$	0.80		$	3.25		$	1.97		$	1.28
Adjusted/underlying diluted earnings per share*	$	0.71		$	0.68		$	0.55		$	0.03		$	0.16		$	2.58		$	1.93		$	0.65
Key performance metrics*
Net interest margin		3.08	%		3.05	%		2.90	%		3	bps		18	bps		3.02	%		2.86	%		16	bps
Effective income tax rate		(32.4	)		32.2			31.9			NM			NM			13.6			31.9			NM
Efficiency ratio		61			59			62			111			(166	)		61			64			(293	)
Adjusted/underlying efficiency ratio*		59			59			62			(91	)		(368	)		60			64			(396	)
Return on average common equity		13.5			6.9			5.7			659			776			8.3			5.2			312
Return on average tangible common equity		19.9			10.1			8.4			979			NM			12.3			7.7			461
Adjusted/underlying return on average tangible common equity*		10.4			10.1			8.4			30			200			9.8			7.6			219
Return on average total assets		1.75			0.92			0.76			83			99			1.10			0.73			37
Adjusted/Underlying return on average total tangible assets		0.96	%		0.96	%		0.79	%		—	bps		17	bps		0.91	%		0.75	%		16	bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		11.1	%		11.1	%		11.2	%								11.1	%		11.2	%
Total capital ratio		13.8			13.8			14.0									13.8			14.0
Tier 1 leverage ratio		9.9	%		9.9	%		9.9	%								9.9	%		9.9	%
Asset quality(2)
Total nonperforming loans and leases as a % of total loans and leases		0.79	%		0.85	%		0.97	%		(6	)  bps		(18	)  bps		0.79	%		0.97	%		(18	) bps
Allowance for loan and lease losses as a % of loans and leases		1.12			1.11			1.15			1			(3	)		1.12			1.15			(3	)
Allowance for loan and lease losses as a % of nonperforming loans and leases		142			131			118			NM			NM			142			118			NM
Net charge-offs as a % of average loans and leases		0.28	%		0.24	%		0.39	%		4	bps		(11	) bps		0.28	%		0.32	%		(4	) bps

1) Current reporting-period regulatory capital ratios are preliminary. Basel III ratio definitions impacting risk-weighted assets and qualifying Basel III capital fully phase in as of January 1, 2018.

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:

Fourth quarter 2017 results include a net $317 million, or $0.64 per diluted share, after-tax benefit from notable items, including a $331 million after-tax benefit for the adjustment of the company’s net deferred tax liability tied to the December 2017 Tax Legislation, partially offset by other notable items which reflect a $22.5 million investment in our colleagues and the communities we serve. Results also reflect a $17 million gain on the sale of a Troubled Debt Restructuring Portfolio (“TDR Transaction II”) that was offset by $18 million of other notable items largely associated with our efficiency and strategic growth initiatives. Fourth quarter 2017 EPS reflects an 8.4 million reduction in fully diluted average common shares outstanding from third quarter 2017 and a 20.1 million reduction from fourth quarter 2016.

Full year 2017 net income available to common stockholders includes a $340 million, or $0.67 per diluted share, after-tax benefit related to notable items compared with an after-tax benefit of $19 million in 2016. For 2017 results, second quarter 2017 impairments on aircraft lease assets of $26 million have been reclassified from income and expense line items to credit-related costs. Adding these costs to provision expense resulted in total 2017 underlying credit-related costs of $347 million. These lease impairments, which largely related to a non-core runoff portfolio, reduced noninterest income by $11 million and increased noninterest expense by $15 million.

All references to Adjusted/Underlying results* exclude the notable items as outlined in the table below.

Notable items*

($s in millions, except per share data)	4Q17			4Q17 change from 3Q17/4Q16			2017 Underlying Impact			2016 Adjusted Impact			Adjusted/Underlying 2017 vs 2016
Notable items 2017
Tax Legislation-related notable items*
Pre-tax total noninterest expense	$	(22	)	$	(22	)	$	(22	)	$	—		$	(22	)
After-tax total noninterest expense		(13	)		(13	)		(13	)		—			(13	)
Deferred tax liability adjustment—Income taxes		331			331			331			—			331
Total pre-tax 2017 Tax Legislation-related notable items	$	(22	)	$	(22	)	$	(22	)	$	—		$	(22	)
Total after-tax 2017 Tax Legislation-related notable items	$	318		$	318		$	318		$	—		$	318
Other notable items
Pre-tax noninterest income	$	17		$	17		$	6		$	67		$	(61	)
After-tax noninterest income		10			10			3			41			(38	)
Pre-tax total noninterest expense		(18	)		(18	)		(33	)		(36	)		3
After-tax total noninterest expense		(11	)		(11	)		(22	)		(22	)		—
Provision for credit losses								26			—			26
After-tax lease impairment credit-related costs								18			—			18
Total pre-tax other notable items	$	(1	)	$	(1	)	$	(1	)	$	31		$	(32	)
1Q17 State tax settlement - income taxes								23			—			23
Total after-tax other notable items	$	(1	)	$	(1	)	$	22		$	19		$	3
Total pre-tax notable items	$	(23	)	$	(23	)	$	(23	)	$	31		$	(54	)
Total after-tax notable items	$	317		$	317		$	340		$	19		$	321
Adjusted/Underlying diluted EPS*	$	0.64		$	0.64		$	0.67		$	0.04		$	0.63

Fourth quarter 2017 net income available to common stockholders of $666 million increased $325 million, or 95%, from third quarter 2017 and $384 million, or 136%, from fourth quarter 2016. Diluted EPS of $1.35 increased $0.67, or 99%, from third quarter 2017 and $0.80, or 145%, from fourth quarter 2016.

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Citizens Financial Group, Inc.

Underlying fourth quarter 2017 net income available to common stockholders* of $349 million increased $8 million, or 2%, with Underlying diluted EPS* of $0.71 up $0.03, or 4%, from third quarter 2017, reflecting continued revenue growth and expense discipline, which drove 1.6% positive operating leverage, a 1% improvement in the efficiency ratio and ROTCE* improvement to 10.4%.

Compared with fourth quarter 2016, fourth quarter 2017 Underlying net income to common stockholders* increased $67 million, or 24%, with diluted EPS up $0.16, or 29%, reflecting 8% revenue growth led by a 10% increase in net interest income and a 3% increase in noninterest income, which coupled with prudent expense management drove 6.4% operating leverage, a 3.7% improvement in the efficiency ratio and 2.0% improvement in ROTCE.*

Full year 2017 net income available to common stockholders of $1.6 billion increased $607 million, or 59%, from 2016, reflecting 9% revenue growth, partially offset by 4% growth in noninterest expense. Full year 2017 diluted EPS of $3.25 increased $1.28, or 65%, and reflects a 20.2 million reduction in average fully diluted shares outstanding.

On an Adjusted/Underlying basis,* full year 2017 net income available to common stockholders of $1.3 billion increased $286 million, or 28%, compared with full year 2016, as 11% growth in net interest income and 7% growth in noninterest income drove a 10% increase in revenue. Our disciplined expense management allowed us to generate operating leverage of 6.8% and led to a 4% reduction in the efficiency ratio. On an Adjusted/Underlying basis, full year 2017 diluted EPS of $2.58 increased $0.65, or 34%, while ROTCE improved by 2.2% to 9.8%.*

Net interest income										4Q17 change from
($s in millions)	4Q17			3Q17			4Q16			3Q17						4Q16
										$			%			$			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,130		$	1,104		$	968		$	26			2	%	$	162			17	%
Investment securities		156			155			152			1			1			4			3
Interest-bearing deposits in banks		5			5			2			—			—			3			150
Total interest income	$	1,291		$	1,264		$	1,122		$	27			2	%	$	169			15	%
Interest expense:
Deposits	$	130		$	123		$	76		$	7			6	%	$	54			71	%
Federal funds purchased and securities sold under agreements to repurchase		1			1			—			—			—			1			NM
Other short-term borrowed funds		9			7			7			2			29			2			29
Long-term borrowed funds		71			71			53			—			—			18			34
Total interest expense	$	211		$	202		$	136		$	9			4	%	$	75			55	%
Net interest income	$	1,080		$	1,062		$	986		$	18			2	%	$	94			10	%
Net interest margin		3.08	%		3.05	%		2.90	%		3	bps					18	bps

Net interest income of $1.1 billion increased $18 million, or 2%, from third quarter 2017, reflecting loan growth and a three basis point improvement in net interest margin to 3.08% from third quarter levels that included a two basis point benefit from higher commercial loan interest recoveries. The improvement in net interest margin reflects higher interest-earning asset yields tied to higher short-term interest rates and improving loan mix toward higher-return categories, partially offset by higher deposit and funding costs.

Compared to fourth quarter 2016, net interest income increased $94 million, or 10%, reflecting 4% growth in average loans and an 18 basis point improvement in net interest margin. The improvement in net interest margin reflects higher interest-earning

7

Citizens Financial Group, Inc.

asset yields given balance sheet optimization initiatives and higher rates, partially offset by a reduction in Federal Reserve Bank stock dividends and higher deposit and funding costs.

Noninterest Income							4Q17 change from
($s in millions)	4Q17		3Q17		4Q16		3Q17						4Q16
							$			%			$			%
Service charges and fees	$	131	$	131	$	132	$	—			—	%	$	(1	)		(1	)%
Card fees		56		58		50		(2	)		(3	)		6			12
Capital markets fees		42		53		37		(11	)		(21	)		5			14
Trust and investment services fees		42		38		34		4			11			8			24
Letter of credit and loan fees		31		30		29		1			3			2			7
Foreign exchange and interest rate products		32		24		31		8			33			1			3
Mortgage banking fees		28		27		36		1			4			(8	)		(22	)
Securities gains, net		2		2		3		—			—			(1	)		(33	)
Other income(1)		40		18		25		22			122			15			60
Noninterest income	$	404	$	381	$	377	$	23			6	%	$	27			7	%
Notable items*	$	17	$	—	$	—	$	17			100		$	17			100
Adjusted/Underlying noninterest income*	$	387	$	381	$	377	$	6			2	%	$	10			3	%

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

Noninterest income of $404 million increased $23 million from third quarter 2017, which includes a $17 million benefit from notable items. Underlying noninterest income* of $387 million increased $6 million from third quarter as growth in foreign exchange and interest rate products, trust and investment services fees and other income was partially offset by lower capital markets and seasonally lower card fees. Capital Markets fees decreased $11 million from record third quarter levels, as a decrease in loan syndication and bond underwriting fees was partially offset by an increase in advisory fees. Trust and investment services fees increased $4 million, reflecting an increase in sales volume and productivity, and growth in managed money assets. Foreign exchange and interest rate products increased $8 million, reflecting an increase in demand for variable rate loan hedges relative to third quarter levels that were impacted by the timing of interest-rate moves and seasonality. Other income increased $5 million, reflecting an increase in hedging income and in leasing income, despite the impact of a $3 million impairment write-down on aircraft lease assets. Securities gains were modest and relatively stable with third quarter levels and partially offset the aircraft lease impairment recorded in other income.

Compared to fourth quarter 2016, noninterest income increased $27 million, which includes a $17 million benefit tied to notable items. On an Underlying basis,* noninterest income increased $10 million, or 3%, largely reflecting strength in trust and investment services fees, card fees, capital markets fees and letter of credit and loan fees, partially offset by lower mortgage banking fees. Card fees increased $6 million, reflecting the benefit of revised contract terms for processing fees and an increase in purchase volume. Capital markets fees increased $5 million, driven by the investments made to broaden our capabilities. Trust and investment services fees increased $8 million, reflecting improved sales volume and productivity, an increase in managed money assets and an increase in the number of financial consultants. Letter of credit and loan fees increased $2 million. Mortgage banking fees decreased $8 million from fourth quarter 2016 levels that included improved mortgage servicing rights (“MSR”) valuations and higher origination volumes.

8

Citizens Financial Group, Inc.

Noninterest expense							4Q17 change from
($s in millions)	4Q17		3Q17		4Q16		3Q17						4Q16
							$			%			$			%
Salaries and employee benefits	$	449	$	436	$	420	$	13			3	%	$	29			7	%
Outside services		118		99		98		19			19			20			20
Occupancy		80		78		77		2			3			3			4
Equipment expense		67		65		69		2			3			(2	)		(3	)
Amortization of software		46		45		44		1			2			2			5
Other operating expense		138		135		139		3			2			(1	)		(1	)
Noninterest expense	$	898	$	858	$	847	$	40			5	%	$	51			6	%
Adjusted/Underlying salaries and employee benefits*	$	432	$	436	$	420	$	(4	)		(1	)%	$	12			3	%
Adjusted/Underlying outside services*		106		99		98		7			7			8			8
Occupancy		80		78		77		2			3			3			4
Equipment expense		67		65		69		2			3			(2	)		(3	)
Amortization of software		46		45		44		1			2			2			5
Adjusted/Underlying other operating expense*		127		135		139		(8	)		(6	)		(12	)		(9	)
Adjusted/Underlying noninterest expense*	$	858	$	858	$	847	$	—			—	%	$	11			1	%

Noninterest expense of $898 million increased $40 million from third quarter 2017, reflecting $40 million of notable items. Underlying noninterest expense* remained stable compared to third quarter as increases in outside services, occupancy and equipment expense were offset by decreases in salaries and benefits and other expense. Salaries and benefits expense decreased $4 million, reflecting lower incentives and seasonally lower payroll taxes. Outside services expense increased $7 million, driven by consumer strategic growth initiatives and technology initiatives. Occupancy expense increased $2 million, reflecting seasonality, and equipment expense increased $2 million driven by higher service contract costs. Other operating expense decreased $8 million, driven by lower legal and regulatory costs and lower advertising expense.

Compared with fourth quarter 2016, noninterest expense increased $51 million, driven by a $40 million increase related to notable items. Underlying noninterest expense* increased $11 million from fourth quarter 2016 levels as improvement in other operating expense was more than offset by increases in salaries and benefits, outside services and occupancy expense. Salaries and benefits increased $12 million driven by merit increases and the impact of hiring associated with strategic growth initiatives. Outside services increased $8 million tied to consumer strategic growth initiatives and technology initiatives. Occupancy expense increased $3 million reflecting costs associated with our branch strategy and maintenance. Other operating expense decreased $12 million driven by a reduction in fraud, legal and regulatory costs.

The effective tax rate for fourth quarter 2017 was (32.4)%, which includes a $331 million after-tax benefit for the adjustment of the company’s net deferred tax liability tied to the December 2017 Tax Legislation. Excluding this one-time benefit, the effective tax rate for fourth quarter 2017 was 33.7%, up from the third quarter 2017 effective tax rate of 32.2%, given the impact from our historic tax-credit investment program. The fourth quarter 2016 effective tax rate was 31.9%.

9

Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										4Q17 change from
($s in millions)	4Q17			3Q17			4Q16			3Q17						4Q16
										$			%			$			%
Total assets	$	152,336		$	151,356		$	149,520		$	980			1	%	$	2,816			2	%
Loans and leases and loans held for sale		111,335			111,375			108,294			(40	)		—			3,041			3
Deposits		115,089			113,235			109,804			1,854			2			5,285			5
Average interest-earning assets (quarterly)		138,429			137,479			134,758			950			1			3,671			3
Stockholders’ equity		20,270			20,109			19,747			161			1			523			3
Stockholders’ common equity		20,023			19,862			19,499			161			1			524			3
Tangible common equity	$	13,489		$	13,512		$	13,154		$	(23	)		—	%	$	335			3	%
Loan-to-deposit ratio (period-end)(2)		96.7	%		98.4	%		98.6	%		(162	)bps					(188	)bps
Loans to deposits ratio (avg balances) (2)		97.8			97.6			98.1			18	bps					(37	)bps
Common equity tier 1 capital ratio(3)		11.1			11.1			11.2
Total capital ratio(3)		13.8	%		13.8	%		14.0	%

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 risk-weighted assets and qualifying Basel III capital fully phase in as of January 1, 2018.

Total assets of $152.3 billion at December 31, 2017 increased $980 million, or 1%, compared with September 30, 2017. Compared with December 31, 2016, total assets increased $2.8 billion, or 2%, driven by a $3.0 billion increase in loans and leases and loans held for sale.

Average interest-earning assets of $138.4 billion in fourth quarter 2017 were up $950 million compared with third quarter 2017 driven by an increase in loans and leases. Compared with fourth quarter 2016, average interest-earning assets increased $3.7 billion, or 3%, given growth in loans and leases, partially offset by a decrease in investments and interest bearing deposits.

Interest-earning assets							4Q17 change from
($s in millions)	4Q17		3Q17		4Q16		3Q17						4Q16
							$			%			$			%
Period-end interest-earning assets
Investments and interest-bearing deposits	$	27,970	$	27,368	$	28,798	$	602			2	%	$	(828	)		(3	)%
Commercial loans and leases		52,031		52,381		51,651		(350	)		(1	)		380			1
Retail loans		58,586		57,770		56,018		816			1			2,568			5
Total loans and leases		110,617		110,151		107,669		466			—			2,948			3
Loans held for sale, at fair value		497		500		583		(3	)		(1	)		(86	)		(15	)
Other loans held for sale		221		724		42		(503	)		(69	)		179			NM
Total loans and leases and loans held for sale		111,335		111,375		108,294		(40	)		—			3,041			3
Total period-end interest-earning assets	$	139,305	$	138,743	$	137,092	$	562			—	%	$	2,213			2	%
Average interest-earning assets
Investments and interest-bearing deposits	$	27,212	$	27,258	$	27,667	$	(46	)		—	%	$	(455	)		(2	)%
Commercial loans and leases		52,310		52,151		51,032		159			—			1,278			3
Retail loans		58,140		57,333		55,502		807			1			2,638			5
Total loans and leases		110,450		109,484		106,534		966			1			3,916			4
Loans held for sale, at fair value		482		503		551		(21	)		(4	)		(69	)		(13	)
Other loans held for sale		285		234		6		51			22			279			NM
Total loans and leases and loans held for sale		111,217		110,221		107,091		996			1			4,126			4
Total average interest-earning assets	$	138,429	$	137,479	$	134,758	$	950			1	%	$	3,671			3	%

Period-end investments and interest-bearing deposits of $28.0 billion as of December 31, 2017 increased $602 million, or 2%, from September 30, 2017. Compared with December 31, 2016, investments and interest-bearing deposits decreased $828 million, or 3%, largely reflecting a $951 million decrease in interest bearing deposits. At the end of fourth quarter 2017, the average effective duration of the securities portfolio increased to 3.9 years compared with 3.8 years at September 30, 2017, given higher long-term rates that drove a decrease in securities prepayment speeds. At December 31, 2016, the securities

10

Citizens Financial Group, Inc.

portfolio duration was 4.3 years, reflecting the impact of somewhat higher long-term rates and a steeper yield curve, which resulted in a decrease in prepayment speeds.

Period-end loans and leases of $110.6 billion at December 31, 2017 were relatively stable compared to September 30, 2017. Compared to December 31, 2016, period-end loans and leases increased $2.9 billion, or 3%, from $107.7 billion, reflecting a $2.6 billion increase in retail loans and a $380 million increase in commercial loans and leases.

Average loans and leases were up $966 million compared with third quarter 2017 as retail loans increased $807 million and commercial loans and leases increased $159 million. Retail loan growth reflects strength in mortgage, education and other unsecured retail loans, partially offset by lower home equity and auto balances. Commercial loan results largely reflect growth in Mid-corporate and Private Equity, as well as the impact of our geographic expansion strategies, partially offset by a planned reduction in Asset Finance and non-core.

Compared with fourth quarter 2016, average loans and leases increased $3.9 billion, or 4%, reflecting a $2.6 billion increase in retail loans and a $1.3 billion increase in commercial loans and leases. Retail loan growth was driven by education, mortgage and other unsecured retail, partially offset by lower home equity and auto balances. Commercial loan and lease growth was driven by strength in Mid-corporate and Private Equity, Commercial Real Estate and Franchise Finance, as well as the impact of our geographic expansion strategies, partially offset by a planned reduction in Asset Finance, lower line of credit utilization and lower non-core balances.

Deposits							4Q17 change from
($s in millions)	4Q17		3Q17		4Q16		3Q17						4Q16
							$			%			$			%
Period-end deposits
Demand deposits	$	29,279	$	28,643	$	28,472	$	636			2	%	$	807			3	%
Checking with interest		22,229		21,756		20,714		473			2			1,515			7
Savings		9,518		9,470		8,964		48			1			554			6
Money market accounts		37,454		37,070		38,176		384			1			(722	)		(2	)
Term deposits		16,609		16,296		13,478		313			2			3,131			23
Total period-end deposits	$	115,089	$	113,235	$	109,804	$	1,854			2	%	$	5,285			5	%
Average deposits
Demand deposits	$	28,868	$	28,041	$	28,443	$	827			3	%	$	425			1	%
Checking with interest		21,459		21,909		20,268		(450	)		(2	)		1,191			6
Savings		9,473		9,491		8,826		(18	)		—			647			7
Money market accounts		37,483		37,535		38,397		(52	)		—			(914	)		(2	)
Term deposits		16,470		15,971		13,191		499			3			3,279			25
Total average deposits	$	113,753	$	112,947	$	109,125	$	806			1	%	$	4,628			4	%

Total period-end deposits of $115.1 billion at December 31, 2017 increased $1.9 billion from September 30, 2017, reflecting an increase in demand deposits, checking with interest, money market accounts and term deposits. Compared with December 31, 2016, period-end total deposits increased $5.3 billion, or 5%, driven by strong growth in term deposits, checking with interest and demand deposits as well as savings, partially offset by a decline in money market accounts.

Fourth quarter 2017 average deposits of $113.8 billion increased $806 million, or 1%, from third quarter 2017, reflecting strong growth in demand and term deposits, partially offset by a decrease in checking with interest. Compared with fourth quarter 2016, average deposits increased $4.6 billion, or 4%, reflecting strong growth in term deposits, checking with interest and savings and modest growth in demand deposits, partially offset by a decline in money market accounts.

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Citizens Financial Group, Inc.

Borrowed funds							4Q17 change from
($s in millions)	4Q17		3Q17		4Q16		3Q17						4Q16
							$			%			$			%
Period-end borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	815	$	453	$	1,148	$	362			80	%	$	(333	)		(29	)%
Other short-term borrowed funds		1,856		1,505		3,211		351			23			(1,355	)		(42	)
Long-term borrowed funds		11,765		13,400		12,790		(1,635	)		(12	)		(1,025	)		(8	)
Total borrowed funds	$	14,436	$	15,358	$	17,149	$	(922	)		(6	)%	$	(2,713	)		(16	)%
Average borrowed funds	$	14,775	$	14,567	$	15,210	$	208			1	%	$	(435	)		(3	)%

Total borrowed funds of $14.4 billion at December 31, 2017 decreased $922 million from September 30, 2017, reflecting a $1.6 billion decrease in long-term borrowings, primarily Federal Home Loan Bank or “FHLB” borrowings, partially offset by an increase of $713 million in short-term borrowings, reflecting an increase of $362 million in Federal funds purchased and repurchase agreements and an increase of $351 million in other short-term borrowings, primarily short-term FHLB borrowings. Compared with December 31, 2016, total borrowed funds decreased $2.7 billion, or 16%. Short-term borrowings decreased $1.7 billion reflecting a $1.4 billion decrease in other short-term borrowings, primarily short-term FHLB borrowings, and a $333 million decrease in Federal funds purchased and repurchase agreements. Long-term borrowings decreased by $1.0 billion reflecting a decrease of $3.5 billion in long-term FHLB borrowings, partially offset by an increase of $2.5 billion in long-term senior debt.

Average borrowed funds of $14.8 billion were broadly stable with prior periods, increasing $208 million from third quarter 2017 and decreasing $435 million compared with the fourth quarter 2016.

Capital										4Q17 change from
($s and shares in millions except per share data)	4Q17			3Q17			4Q16			3Q17						4Q16
										$			%			$			%
Period-end capital
Stockholders’ equity	$	20,270		$	20,109		$	19,747		$	161			1	%	$	523			3	%
Stockholders’ common equity		20,023			19,862			19,499			161			1			524			3
Tangible common equity		13,489			13,512			13,154			(23	)		—			335			3
Tangible book value per common share	$	27.48		$	27.05		$	25.69		$	0.43			2		$	1.79			7
Common shares - at end of period		490.8			499.5			512.0			(8.7	)		(2	)		(21.1	)		(4	)
Common shares - average (diluted)		493.8			502.2			513.9			(8.4	)		(2	)%		(20.1	)		(4	)%
Common equity tier 1 capital ratio(1,2)		11.1	%		11.1	%		11.2	%
Total capital ratio(1,2)		13.8			13.8			14.0
Tier 1 leverage ratio(1,2)		9.9	%		9.9	%		9.9	%

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

2) Basel III ratio definitions impacting risk-weighted assets and qualifying Basel III capital fully phase in as of January 1, 2018.

At December 31, 2017, our Basel III capital ratios on a transitional basis remained well in excess of applicable regulatory requirements. Our CET1 capital ratio of 11.1% at December 31, 2017 compares with 11.1% at September 30, 2017 and 11.2% at December 31, 2016.

Additionally, we expect to record a benefit for an anticipated FASB accounting change related to Tax Legislation that will be applicable to calendar 2017. The pro forma impact of this change would increase the CET1 ratio to 11.2% from 11.1%. Our total capital ratio of 13.8% at December 31, 2017 compares with 13.8% at September 30, 2017 and 14.0% at December 31, 2016. Our capital ratios continue to reflect progress against our objective of aligning our capital profile to be 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 $27.48 increased 2% compared with third quarter 2017 and 7% compared with fourth quarter 2016.

12

Citizens Financial Group, Inc.

During the fourth quarter 2017, the company repurchased 8.8 million shares of common stock at a weighted-average price of $38.18, and including common dividends, returned $424 million to shareholders. These results compare with $315 million returned to common shareholders in third quarter 2017 and $242 million in fourth quarter 2016.

In 2017, the company repurchased 22.4 million shares of common stock at a weighted-average price of $36.67, and including common dividends, returned $1.14 billion to common shareholders. Comparables for 2016 were repurchases of 17.3 million shares of common stock at a weighted-average price of $24.81, and including common dividends, $671 million returned to common shareholders.

Citizens also announced today that its board of directors declared a 22% increase in its quarterly cash dividend to $0.22 per common share.

Credit quality review										4Q17 change from
($s in millions)	4Q17			3Q17			4Q16			3Q17						4Q16
										$			%			$			%
Nonperforming loans and leases	$	871		$	932		$	1,045		$	(61	)		(7	)%	$	(174	)		(17	)%
Net charge-offs		78			65			104			13			20			(26	)		(25	)
Provision for credit losses		83			72			102			11			15			(19	)		(19	)
Allowance for loan and lease losses	$	1,236		$	1,224		$	1,236		$	12			1	%	$	—			—	%
Total nonperforming loans and leases as a % of total loans and leases		0.79	%		0.85	%		0.97	%		(6	)bps					(18	)bps
Net charge-offs as % of total loans and leases		0.28			0.24			0.39			4	bps					(11	)bps
Allowance for loan and lease losses as a % of total loans and leases		1.12	%		1.11	%		1.15	%		1	bps					(3	)bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		142.0	%		131.4	%		118.3	%		NM						NM

Overall credit quality remains strong, reflecting growth in high quality retail loans and broadly stable risk profile in commercial portfolios. Nonperforming loans and leases of $871 million decreased $61 million, or 7%, from September 30, 2017, primarily reflecting a decrease in commercial, driven by payoffs. Compared to December 31, 2016, nonperforming loans and leases decreased $174 million, or 17%, reflecting a $122 million decrease in commercial, driven by a reduction in nonperforming commodities-related credits, and a $52 million decrease in retail, largely in real-estate secured categories. The nonperforming loans and leases to total loans and leases ratio of 0.79% at December 31, 2017 improved six basis points from 0.85% at September 30, 2017 and improved 18 basis points from 0.97% at December 31, 2016.

Net charge-offs of $78 million increased $13 million from third quarter 2017, reflecting an $2 million increase in commercial and an $11 million increase in retail largely driven by seasonality in auto and education, as well as growth in the retail unsecured portfolio. Compared with fourth quarter 2016, net charge-offs decreased $26 million, reflecting a $14 million decrease in commercial net charge-offs and a $12 million decrease in retail net charge-offs. Fourth quarter 2017 net charge-offs of 28 basis points of average loans and leases compares with 24 basis points in third quarter 2017 and 39 basis points in fourth quarter 2016.

Allowance for loan and lease losses of $1.2 billion increased slightly compared to third quarter 2017, primarily reflecting growth and seasoning in the consumer unsecured portfolio. Allowance for loan and lease losses is stable compared with fourth quarter 2016 levels, reflecting strong overall credit quality that helped offset reserves to fund year-over-year loan growth.

The ratio of the allowance for loan and lease losses to total loans and leases was 1.12% as of December 31, 2017, which was stable compared with 1.11% as of September 30, 2017 and down modestly from 1.15% as of December 31, 2016.

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Citizens Financial Group, Inc.

The allowance for loan and lease losses to nonperforming loans and leases ratio of 142% as of December 31, 2017 compares to 131% as of September 30, 2017, and 118% as of December 31, 2016, reflecting the decrease in nonperforming loans.

Additional Segment Detail:

Consumer Banking Segment										4Q17 change from
($s in millions)	4Q17			3Q17			4Q16			3Q17						4Q16
										$			%			$			%
Net interest income	$	682		$	674		$	639		$	8			1	%	$	43			7	%
Noninterest income		229			227			227			2			1			2			1
Total revenue		911			901			866			10			1			45			5
Noninterest expense		654			648			649			6			1			5			1
Pre-provision profit		257			253			217			4			2			40			18
Provision for credit losses		76			65			74			11			17			2			3
Income before income tax expense		181			188			143			(7	)		(4	)		38			27
Income tax expense		64			66			51			(2	)		(3	)		13			25
Net income	$	117		$	122		$	92		$	(5	)		(4	)%	$	25			27	%
Average balances
Total loans and leases (1)	$	59,547		$	58,679		$	56,711		$	868			1	%	$	2,836			5	%
Total deposits	$	75,154		$	75,085		$	73,124		$	69			—	%	$	2,030			3	%
Key performance metrics*
ROTCE (2)		8.3	%		8.7	%		7.0	%		(43	)bps					132	bps
Efficiency ratio		72	%		72	%		75	%		2	bps					(300	)bps
Loan-to-deposit ratio (period-end)(1)		79.5	%		78.6	%		77.3	%		90	bps					216	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 $117 million in fourth quarter 2017 decreased $5 million, or 4%, from third quarter 2017 reflecting after-tax notable items of $5 million included in noninterest expense primarily associated with our strategic growth initiatives. Excluding these notable items, Consumer Banking net income of $122 million in fourth quarter 2017 was stable with third quarter 2017 and increased $30 million compared with fourth quarter 2016.* Net interest income increased $8 million, or 1%, compared with third quarter 2017 reflecting growth in mortgage, education and unsecured retail loan balances as well as the benefit of improved loan yields, partially offset by an increase in deposit costs. Noninterest income increased $2 million, or 1%, as higher trust and investment services fees were partially offset by seasonally lower card fees. Noninterest expense increased $6 million from third quarter 2017, given the impact of $9 million of notable items tied to growth initiatives largely in outside services, which includes costs tied to strategic growth initiatives.* Results also include an increase in occupancy and other operating expense, offset by seasonally lower marketing spend and salary and benefits expense. Excluding notable items, noninterest expense decreased $3 million from third quarter 2017.* Provision for credit losses increased $11 million from third quarter 2017, reflecting higher net charge-offs largely driven by seasonality in auto and education, as well as an increase for unsecured primarily tied to portfolio seasoning.

Compared with fourth quarter 2016, net income increased $25 million, or 27%, reflecting a $45 million increase in total revenue and a $5 million increase in noninterest expense. Excluding notable items, Consumer Banking net income increased $30 million compared with fourth quarter 2016.* Net interest income increased $43 million, or 7%, as improved loan yields and a $2.8 billion increase in average loans, driven by growth in mortgage, education and unsecured retail loan balances, were partially offset by an increase in deposit costs. Noninterest income was up 1% compared with fourth quarter 2016, largely reflecting higher trust and investment fees and card fees, partially offset by lower mortgage banking fees.

14

Citizens Financial Group, Inc.

Compared to fourth quarter 2016, noninterest expense increased $5 million reflecting an increase in outside services and in salaries and benefits associated with growth initiatives, along with higher FDIC expense. These increases were partially offset by lower fraud and other losses. Excluding the notable items, noninterest expense decreased $4 million compared with fourth quarter 2016.* Provision for credit losses was stable compared with fourth quarter 2016, as higher consumer unsecured and education net charge-offs were partially offset by lower home equity and mortgage net charge-offs.

Commercial Banking Segment										4Q17 change from
($s in millions)	4Q17			3Q17			4Q16			3Q17						4Q16
										$			%			$			%
Net interest income	$	367		$	354		$	347		$	13			4	%	$	20			6	%
Noninterest income		138			136			122			2			1			16			13
Total revenue		505			490			469			15			3			36			8
Noninterest expense		195			195			187			—			—			8			4
Pre-provision profit		310			295			282			15			5			28			10
Provision for credit losses		(1	)		—			20			(1	)		NM			(21	)		(105	)
Income before income tax expense		311			295			262			16			5			49			19
Income tax expense		105			94			90			11			12			15			17
Net income	$	206		$	201		$	172		$	5			2	%	$	34			20	%
Average balances
Total loans and leases (1)	$	48,938		$	48,746		$	47,010		$	192			—	%	$	1,928			4	%
Total deposits	$	31,514		$	30,751		$	29,410		$	763			2	%	$	2,104			7	%
Key performance metrics*
ROTCE (2)		14.1	%		14.1	%		12.9	%		9	bps					121	bps
Efficiency ratio		39	%		39	%		40	%		(55	)bps					(99	)bps
Loan-to-deposit ratio (period-end)(1)		152.8	%		160.5	%		166.3	%		(768	)bps					NM

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 $206 million for fourth quarter 2017 increased $5 million, or 2%, versus third quarter 2017 driven by higher net interest income and noninterest income. Net interest income increased $13 million, or 4%, versus third quarter 2017, reflecting strong deposit balance growth. Modest loan growth reflects growth in Mid-corporate, Private Equity and the impact of geographic expansion strategies, partially offset by planned runoff in the Asset Finance portfolio. Noninterest income increased 1% compared with third quarter 2017 as higher foreign exchange and interest rate products, leasing fees and letter of credit fees offset lower capital markets fees from record levels in third quarter 2017. Noninterest expense was stable. Fourth quarter 2017 provision for credit losses remained stable versus third quarter 2017.

Compared with fourth quarter 2016, net income increased $34 million, or 20%, driven by a $36 million increase in total revenue and a $21 million reduction in provision expense, partially offset by an $8 million increase in noninterest expense. Compared to fourth quarter 2016, net interest income increased $20 million, or 6%, as the benefit of 4% average loan and lease growth and improved loan yields was partially offset by higher deposit costs. Average loans and leases increased $1.9 billion, driven by strength in Mid-corporate, Private Equity, Commercial Real Estate and Franchise Finance, as well as the impact of our geographic expansion strategies, partially offset by planned runoff in the Asset Finance portfolio and the impact of lower line utilization. Compared to fourth quarter 2016, noninterest income increased $16 million, or 13%, reflecting strength in capital markets, letter of credit and loan fees and card fees. Noninterest expense increased $8 million, or 4%, reflecting higher salaries and benefits expense and outside services, partially offset by lower legal and regulatory expense. Provision for credit losses decreased $21 million from higher fourth quarter 2016 levels largely tied to commodities-related credits.

15

Citizens Financial Group, Inc.

Other(1)									4Q17 change from
($s in millions)	4Q17			3Q17		4Q16			3Q17						4Q16
									$			%			$			%
Net interest income	$	31		$	34	$	—		$	(3	)		(9	)%	$	31			NM
Noninterest income		37			18		28			19			106			9			32
Total revenue		68			52		28			16			31			40			143
Noninterest expense		49			15		11			34			NM			38			NM
Pre-provision profit (loss)		19			37		17			(18	)		(49	)		2			12
Provision for credit losses		8			7		8			1			14			—			—
Income (loss) before income tax expense (benefit)		11			30		9			(19	)		(63	)		2			22
Income tax expense (benefit)		(332	)		5		(9	)		(337	)		NM			(323	)		NM
Net income (loss)	$	343		$	25	$	18		$	318			NM		$	325			NM
Average balances
Total loans and leases (2)	$	2,732		$	2,796	$	3,370		$	(64	)		(2	)%	$	(638	)		(19	)%
Total deposits	$	7,085		$	7,111	$	6,591		$	(26	)		—	%	$	494			7	%

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

2) Includes held for sale.

Other net income of $343 million in fourth quarter 2017 versus third quarter 2017 increased by $318 million, driven primarily by the $331 million deferred tax liability benefit tied to the 2017 Tax Legislation. Net interest income decreased $3 million, or 9%, driven by higher funding costs. Noninterest income increased $19 million, driven primarily by $17 million pre-tax, or $10 million after-tax, of notable items related to the gain on the sale of the TDR Transaction II.* Noninterest expense increased $34 million, driven primarily by $31 million of notable items, which included $12.5 million related to our one-time colleague bonus, $10 million in charitable contributions expense and $9 million related to our efficiency initiatives. Provision expense increased $1 million related to non-core net charge-offs, partially offset by a lower reserve build versus third quarter 2017. Income tax expense included the $331 million deferred tax liability benefit tied to the 2017 Tax Legislation and the impact of $7 million tied to historic tax credit investment costs.

Other net income in fourth quarter 2017 increased $325 million versus fourth quarter 2016, driven primarily by the deferred tax liability benefit notable item tied to the 2017 Tax Legislation.* Net interest income increased $31 million, driven by residual funds transfer pricing and higher investment portfolio income versus fourth quarter 2016 levels, partially offset by higher funding costs, non-core portfolio run-off and the lower benefit of swaps. Noninterest income increased $9 million and included $17 million of pre-tax notable items related to the TDR Transaction II gain which more than offset lower leasing income and other net gains. Noninterest expense increased $38 million, driven primarily by notable items recorded in fourth quarter 2017. Provision expense was stable versus fourth quarter 2016.

16

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) 553-5275, conference ID 432751

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 January 19 through February 19, 2018. Please dial (800) 475-6701 and enter access code 432751. 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 $152.3 billion in assets as of December 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. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,300 ATMs and approximately 1,150 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products, and asset finance. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

17

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 (U.S. Basel III Standardized 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 ongoing 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” results, which are non-GAAP measures, exclude certain items, as applicable, 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”, “total credit-related costs”, “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 our “Adjusted” or “Underlying” results in any period do not reflect our operational performance in that period and, accordingly, it is useful to consider our GAAP results and our “Adjusted” or “Underlying” results together. 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.

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																									FULL YEAR
															4Q17 Change																		2017 Change
		4Q17			3Q17		2Q17			1Q17			4Q16		3Q17						4Q16						2017			2016			2016
															$			%			$			%									$			%
Noninterest income, Adjusted/Underlying:
Noninterest income (GAAP)		$	404		$	381	$	370		$	379		$	377	$	23			6	%	$	27			7	%	$	1,534		$	1,497		$	37			2	%
Less: Notable items			17			—		(11	)		—			—		17			100			17			100			6			67			(61	)		(91	)
Noninterest income, Adjusted/Underlying (non-GAAP)		$	387		$	381	$	381		$	379		$	377	$	6			2	%	$	10			3	%	$	1,528		$	1,430		$	98			7	%
Total revenue, Adjusted/Underlying:
Total revenue (GAAP)	A	$	1,484		$	1,443	$	1,396		$	1,384		$	1,363	$	41			3	%	$	121			9	%	$	5,707		$	5,255		$	452			9	%
Less: Notable items			17			—		(11	)		—			—		17			100			17			100			6			67			(61	)		(91	)
Total revenue, Adjusted/Underlying (non-GAAP)	B	$	1,467		$	1,443	$	1,407		$	1,384		$	1,363	$	24			2	%	$	104			8	%	$	5,701		$	5,188		$	513			10	%
Noninterest expense, Adjusted/Underlying:
Noninterest expense (GAAP)	C	$	898		$	858	$	864		$	854		$	847	$	40			5	%	$	51			6	%	$	3,474		$	3,352		$	122			4	%
Less: Notable items			40			—		15			—			—		40			100			40			100			55			36			19			53
Noninterest expense, Adjusted/Underlying (non-GAAP)	D	$	858		$	858	$	849		$	854		$	847	$	—			—	%	$	11			1	%	$	3,419		$	3,316		$	103			3	%
Pre-provision profit:
Total revenue (GAAP)	A	$	1,484		$	1,443	$	1,396		$	1,384		$	1,363	$	41			3	%	$	121			9	%	$	5,707		$	5,255		$	452			9	%
Less: Noninterest expense (GAAP)	C		898			858		864			854			847		40			5			51			6			3,474			3,352			122			4
Pre-provision profit (GAAP)		$	586		$	585	$	532		$	530		$	516	$	1			—	%	$	70			14	%	$	2,233		$	1,903		$	330			17	%
Pre-provision profit, Adjusted/Underlying:
Total revenue, Adjusted/Underlying (non-GAAP)	B	$	1,467		$	1,443	$	1,407		$	1,384		$	1,363	$	24			2	%	$	104			8	%	$	5,701		$	5,188		$	513			10	%
Less: Noninterest expense, Adjusted/Underlying (non-GAAP)	D		858			858		849			854			847		—			—			11			1			3,419			3,316			103			3
Pre-provision profit, Adjusted/Underlying (non-GAAP)		$	609		$	585	$	558		$	530		$	516	$	24			4	%	$	93			18	%	$	2,282		$	1,872		$	410			22	%
Total credit-related costs, Adjusted/Underlying:
Provision for credit losses (GAAP)		$	83		$	72	$	70		$	96		$	102	$	11			15	%	($	19	)		(19	%)	$	321		$	369		($	48	)		(13	%)
Add: Lease impairment credit-related costs			—			—		26			—			—		—			—			—			—			26			—			26			100
Total credit-related costs, Adjusted/Underlying (non-GAAP)		$	83		$	72	$	96		$	96		$	102	$	11			15	%	($	19	)		(19	%)	$	347		$	369		($	22	)		(6	%)
Income before income tax expense, Adjusted/Underlying:
Income before income tax expense (GAAP)	E	$	503		$	513	$	462		$	434		$	414	($	10	)		(2	%)	$	89			21	%	$	1,912		$	1,534		$	378			25	%
Less: Income before income tax expense (benefit) related to notable items			(23	)		—		—			—			—		(23	)		(100	)		(23	)		(100	)		(23	)		31			(54	)		(174	)
Income before income tax expense, Adjusted/Underlying (non-GAAP)	F	$	526		$	513	$	462		$	434		$	414	$	13			3	%	$	112			27	%	$	1,935		$	1,503		$	432			29	%
Income tax expense, Adjusted/Underlying:
Income tax expense (GAAP)	G	($	163	)	$	165	$	144		$	114		$	132	($	328	)		(199	%)	($	295	)		(223	%)	$	260		$	489		($	229	)		(47	%)
Less: Income tax expense (benefit) related to notable/Underlying items			(340	)		—		—			(23	)		—		(340	)		(100	)		(340	)		(100	)		(363	)		12			(375	)		NM
Income tax expense, Adjusted/Underlying (non-GAAP)	H	$	177		$	165	$	144		$	137		$	132	$	12			7	%	$	45			34	%	$	623		$	477		$	146			31	%
Net income, Adjusted/Underlying:
Net income (GAAP)	I	$	666		$	348	$	318		$	320		$	282	$	318			91	%	$	384			136	%	$	1,652		$	1,045		$	607			58	%
Add: Notable items, net of income tax expense (benefit)			(317	)		—		—			(23	)		—		(317	)		(100	)		(317	)		(100	)		(340	)		(19	)		(321	)		NM
Net income, Adjusted/Underlying (non-GAAP)	J	$	349		$	348	$	318		$	297		$	282	$	1			—	%	$	67			24	%	$	1,312		$	1,026		$	286			28	%
Net income available to common stockholders, Adjusted/Underlying:
Net income available to common stockholders (GAAP)	K	$	666		$	341	$	318		$	313		$	282	$	325			95	%	$	384			136	%	$	1,638		$	1,031		$	607			59	%
Add: Notable items, net of income tax expense (benefit)			(317	)		—		—			(23	)		—		(317	)		(100	)		(317	)		(100	)		(340	)		(19	)		(321	)		NM
Net income available to common stockholders, Adjusted/Underlying (non-GAAP)	L	$	349		$	341	$	318		$	290		$	282	$	8			2	%	$	67			24	%	$	1,298		$	1,012		$	286			28	%

19

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q17 Change																		2017 Change
		4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																	$/bps			%			$/bps			%									$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,484		$	1,443		$	1,396		$	1,384		$	1,363		$	41			2.86	%	$	121			8.93	%	$	5,707		$	5,255		$	452			8.61	%
Less: Noninterest expense (GAAP)	C		898			858			864			854			847			40			4.79			51			6.03			3,474			3,352			122			3.63
Operating leverage																					(1.93	%)					2.90	%											4.98	%
Operating leverage, Adjusted/Underlying:
Total revenue, Adjusted/Underlying (non-GAAP)	B	$	1,467		$	1,443		$	1,407		$	1,384		$	1,363		$	24			1.68	%	$	104			7.67	%	$	5,701		$	5,188		$	513			9.90	%
Less: Noninterest expense, Adjusted/Underlying (non-GAAP)	D		858			858			849			854			847			—			0.12			11			1.31			3,419			3,316			103			3.10
Operating leverage, Adjusted/Underlying (non-GAAP)																					1.56	%					6.36	%											6.80	%
Efficiency ratio and efficiency ratio, Adjusted/Underlying:
Efficiency ratio	C/A		60.52	%		59.41	%		61.94	%		61.68	%		62.18	%		111	bps					(166	)bps					60.87	%		63.80	%		(293	)bps
Efficiency ratio, Adjusted/Underlying (non-GAAP)	D/B		58.50			59.41			60.36			61.68			62.18			(91	)bps					(368	)bps					59.96			63.92			(396	)bps
Effective income tax rate and effective income tax rate, Adjusted/Underlying:
Effective income tax rate	G/E		(32.40	%)		32.18	%		31.13	%		26.36	%		31.90	%		NM						NM						13.62	%		31.88	%		NM
Effective income tax rate, Adjusted/Underlying	H/F		33.68			32.18			31.13			31.56			31.90			150	bps					178	bps					32.20			31.74			46	bps
Return on average common equity and return on average common equity, Adjusted/Underlying:
Average common equity (GAAP)	M	$	19,624		$	19,728		$	19,659		$	19,460		$	19,645		($	104	)		(1	%)	($	21	)		—	%	$	19,618		$	19,698		($	80	)		—	%
Return on average common equity	K/M		13.46	%		6.87	%		6.48	%		6.52	%		5.70	%		659			bps			776			bps			8.35	%		5.23	%		312			bps
Return on average common equity, Adjusted/Underlying (non-GAAP)	L/M		7.05			6.87			6.48			6.05			5.70			18			bps			135			bps			6.62			5.14			148			bps
Return on average tangible common equity and return on average tangible common equity, Adjusted/Underlying:
Average common equity (GAAP)	M	$	19,624		$	19,728		$	19,659		$	19,460		$	19,645		($	104	)		(1	%)	($	21	)		—	%	$	19,618		$	19,698		($	80	)		—	%
Less: Average goodwill (GAAP)			6,887			6,887			6,882			6,876			6,876			—			—			11			—			6,883			6,876			7			—
Less: Average other intangibles (GAAP)			2			2			2			—			1			—			—			1			100			2			2			—			—
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			537			534			531			523			(6	)		(1	)		8			2			534			502			32			6
Average tangible common equity	N	$	13,266		$	13,376		$	13,309		$	13,115		$	13,291		($	110	)		(1	%)	($	25	)		—	%	$	13,267		$	13,322		($	55	)		—	%
Return on average tangible common equity	K/N		19.92	%		10.13	%		9.57	%		9.68	%		8.43	%		979	bps					NM	bps					12.35	%		7.74	%		461	bps
Return on average tangible common equity, Adjusted/Underlying (non-GAAP)	L/N		10.43			10.13			9.57			8.98			8.43			30	bps					200	bps					9.79			7.60			219	bps
Return on average total assets and return on average total assets, Adjusted/Underlying:
Average total assets (GAAP)	O	$	151,111		$	150,012		$	149,878		$	148,786		$	147,315		$	1,099			1	%	$	3,796			3	%	$	149,953		$	143,183		$	6,770			5	%
Return on average total assets	I/O		1.75	%		0.92	%		0.85	%		0.87	%		0.76	%		83	bps					99	bps					1.10	%		0.73	%		37	bps
Return on average total assets, Adjusted/Underlying (non-GAAP)	J/O		0.92			0.92			0.85			0.81			0.76			—	bps					16	bps					0.88			0.72			16	bps
Return on average total tangible assets and return on average total tangible assets, Adjusted/Underlying:
Average total assets (GAAP)	O	$	151,111		$	150,012		$	149,878		$	148,786		$	147,315		$	1,099			1	%	$	3,796			3	%	$	149,953		$	143,183		$	6,770			5	%
Less: Average goodwill (GAAP)			6,887			6,887			6,882			6,876			6,876			—			—			11			—			6,883			6,876			7			—
Less: Average other intangibles (GAAP)			2			2			2			—			1			—			—			1			100			2			2			—			—
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			537			534			531			523			(6	)		(1	)		8			2			534			502			32			6
Average tangible assets	P	$	144,753		$	143,660		$	143,528		$	142,441		$	140,961		$	1,093			1	%	$	3,792			3	%	$	143,602		$	136,807		$	6,795			5	%
Return on average total tangible assets	I/P		1.83	%		0.96	%		0.89	%		0.91	%		0.79	%		87	bps					104	bps					1.15	%		0.76	%		39	bps
Return on average total tangible assets, Adjusted/Underlying (non-GAAP)	J/P		0.96			0.96			0.89			0.85			0.79			—	bps					17	bps					0.01			0.75			16	bps

20

Citizens Financial Group, Inc.

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

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

			QUARTERLY TRENDS																											FULL YEAR
																		4Q17 Change																		2017 Change
			4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																		$/bps			%			$/bps			%									$/bps			%
Tangible book value per common share:
Common shares - at end of period (GAAP)	Q			490,812,912			499,505,285			505,880,851			509,515,646			511,954,871			(8,692,373	)		(2	%)		(21,141,959	)		(4	%)		490,812,912			511,954,871			(21,141,959	)		(4	%)
Common stockholders’ equity (GAAP)			$	20,023		$	19,862		$	19,817		$	19,600		$	19,499		$	161			1		$	524			3		$	20,023		$	19,499		$	524			3
Less: Goodwill (GAAP)				6,887			6,887			6,887			6,876			6,876			—			—			11			—			6,887			6,876			11			—
Less: Other intangible assets (GAAP)				2			2			2			—			1			—			—			1			100			2			1			1			100
Add: Deferred tax liabilities related to goodwill (GAAP)				355			539			535			534			532			(184	)		(34	)		(177	)		(33	)		355			532			(177	)		(33	)
Tangible common equity	R		$	13,489		$	13,512		$	13,463		$	13,258		$	13,154		($	23	)		—	%	$	335			3	%	$	13,489		$	13,154		$	335			3	%
Tangible book value per common share	R/Q		$	27.48		$	27.05		$	26.61		$	26.02		$	25.69		$	0.43			2	%	$	1.79			7	%	$	27.48		$	25.69		$	1.79			7	%
Net income per average common share - basic and diluted, Adjusted/Underlying:
Average common shares outstanding - basic (GAAP)	S			492,149,763			500,861,076			506,371,846			509,451,450			512,015,920			(8,711,313	)		(2	%)		(19,866,157	)		(4	%)		502,157,440			522,093,545			(19,936,105	)		(4	%)
Average common shares outstanding - diluted (GAAP)	T			493,788,007			502,157,384			507,414,122			511,348,200			513,897,085			(8,369,377	)		(2	)		(20,109,078	)		(4	)		503,685,091			523,930,718			(20,245,627	)		(4	)
Net income available to common stockholders (GAAP)	K		$	666		$	341		$	318		$	313		$	282		$	325			95		$	384			136		$	1,638		$	1,031		$	607			59
Net income per average common share - basic (GAAP)	K/S			1.35			0.68			0.63			0.61			0.55			0.67			99			0.80			145			3.26			1.97			1.29			65
Net income per average common share - diluted (GAAP)	K/T			1.35			0.68			0.63			0.61			0.55			0.67			99			0.80			145			3.25			1.97			1.28			65
Net income available to common stockholders, Adjusted/Underlying (non-GAAP)	L			349			341			318			290			282			8			2			67			24			1,298			1,012			286			28
Net income per average common share - basic, Adjusted/Underlying (non-GAAP)	L/S			0.71			0.68			0.63			0.57			0.55			0.03			4			0.16			29			2.59			1.94			0.65			34
Net income per average common share - diluted, Adjusted/Underlying (non-GAAP) L/T				0.71			0.68			0.63			0.57			0.55			0.03			4			0.16			29			2.58			1.93			0.65			34
Dividend payout ratio and dividend payout ratio, Adjusted/Underlying
Cash dividends declared and paid per common share	U			0.18			0.18			0.14			0.14			0.12			—			—			0.06			50			0.64			0.46			0.18			39
Dividend payout ratio	U/	(K/S)		13	%		26	%		22	%		23	%		22	%		NM						(900	)		bps			20	%		23	%		(300	)		bps
Dividend payout ratio, Adjusted/Underlying (non-GAAP)	U/	(L/S)		25			26			22			25			22			(100	)		bps			300			bps			25			24			100			bps

21

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q17 Change																2017 Change
		4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017		2016		2016
																	$			%			$			%							$			%
Other income, Adjusted/Underlying
Other income (GAAP)		$	40		$	18		$	2		$	24		$	25		$	22			122	%	$	15			60	%	$	84	$	147	($	63	)		(43	%)
Less: Notable items			17			—			(11	)		—			—			17			100			17			100			6		67		(61	)		(91	)
Other income, Adjusted/Underlying (non-GAAP)		$	23		$	18		$	13		$	24		$	25		$	5			28	%	($	2	)		(8	%)	$	78	$	80	($	2	)		(3	%)
Salaries and employee benefits, Adjusted/Underlying:
Salaries and employee benefits (GAAP)		$	449		$	436		$	432		$	444		$	420		$	13			3	%	$	29			7	%	$	1,761	$	1,709	$	52			3	%
Less: Notable items			17			—			—			—			—			17			100			17			100			17		11		6			55
Salaries and employee benefits, Adjusted/Underlying (non-GAAP)		$	432		$	436		$	432		$	444		$	420		($	4	)		(1	%)	$	12			3	%	$	1,744	$	1,698	$	46			3	%
Outside services, Adjusted/Underlying:
Outside services (GAAP)		$	118		$	99		$	96		$	91		$	98		$	19			19	%	$	20			20	%	$	404	$	377	$	27			7	%
Less: Notable items			12			—			—			—			—			12			100			12			100			12		8		4			50
Outside services, Adjusted/Underlying (non-GAAP)		$	106		$	99		$	96		$	91		$	98		$	7			7	%	$	8			8	%	$	392	$	369	$	23			6	%
Occupancy, Adjusted/Underlying:
Occupancy (GAAP)		$	80		$	78		$	79		$	82		$	77		$	2			3	%	$	3			4	%	$	319	$	307	$	12			4	%
Less: Notable items			—			—			—			—			—			—			—			—			—			—		—		—			—
Occupancy, Adjusted/Underlying (non-GAAP)		$	80		$	78		$	79		$	82		$	77		$	2			3	%	$	3			4	%	$	319	$	307	$	12			4	%
Equipment expense, Adjusted/Underlying:
Equipment expense (GAAP)		$	67		$	65		$	64		$	67		$	69		$	2			3	%	($	2	)		(3	%)	$	263	$	263	$	—			—	%
Less: Notable items			—			—			—			—			—			—			—			—			—			—		—		—			—
Equipment expense, Adjusted/Underlying (non-GAAP)		$	67		$	65		$	64		$	67		$	69		$	2			3	%	($	2	)		(3	%)	$	263	$	263	$	—			—	%
Amortization of software, Adjusted/Underlying:
Amortization of software (GAAP)		$	46		$	45		$	45		$	44		$	44		$	1			2	%	$	2			5	%	$	180	$	170	$	10			6	%
Less: Notable items			—			—			—			—			—			—			—			—			—			—		3		(3	)		(100	)
Amortization of software, Adjusted/Underlying (non-GAAP)		$	46		$	45		$	45		$	44		$	44		$	1			2	%	$	2			5	%	$	180	$	167	$	13			8	%
Other operating expense, Adjusted/Underlying:
Other operating expense (GAAP)		$	138		$	135		$	148		$	126		$	139		$	3			2	%	($	1	)		(1	%)	$	547	$	526	$	21			4	%
Less: Notable items			11			—			15			—			—			11			100			11			100			26		14		12			86
Other operating expense, Adjusted/Underlying (non-GAAP)		$	127		$	135		$	133		$	126		$	139		($	8	)		(6	%)	($	12	)		(9	%)	$	521	$	512	$	9			2	%
Pro forma U.S. Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 capital (regulatory)		$	14,164		$	14,093		$	14,057		$	13,941		$	13,822
Less: Change in DTA and other threshold deductions (GAAP)			—			—			—			—			—
Pro forma Basel III fully phased-in common equity tier 1 capital	V	$	14,164		$	14,093		$	14,057		$	13,941		$	13,822
Risk-weighted assets (regulatory general risk weight approach)		$	127,614		$	127,203		$	125,774		$	124,881		$	123,857
Add: Net change in credit and other risk-weighted assets (regulatory)			297			251			249			247			244
Pro forma Basel III standardized approach risk-weighted assets	W	$	127,911		$	127,454		$	126,023		$	125,128		$	124,101
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1	V/W		11.1	%		11.1	%		11.2	%		11.1	%		11.1	%

¹  Per the final transition provision rule issued by banking regulators on November 21, 2017, U.S. Basel III ratio definitions impacting risk weighed assets and qualifying U.S. Basel III capital will be fully phased-in as of January 1, 2018.

22

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations - Segments

(in millions, except ratio data)

		FOURTH QUARTER 2017								THIRD QUARTER 2017
		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$117		$206		$343		$666		$122		$201		$25		$348
Less: Preferred stock dividends			—		—		—		—		—		—		7		7
Net income available to common stockholders	B		$117		$206		$343		$666		$122		$201		$18		$341
Return on average tangible common equity:
Average common equity (GAAP)			$5,606		$5,756		$8,262		$19,624		$5,565		$5,685		$8,478		$19,728
Less: Average goodwill (GAAP)			—		—		6,887		6,887		—		—		6,887		6,887
Average other intangibles (GAAP)			—		—		2		2		—		—		2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		531		531		—		—		537		537
Average tangible common equity	C		$5,606		$5,756		$1,904		$13,266		$5,565		$5,685		$2,126		$13,376
Return on average tangible common equity	B/C		8.29 %		14.15 %		NM		19.92 %		8.72 %		14.06 %		NM		10.13 %
Return on average total tangible assets:
Average total assets (GAAP)			$60,911		$50,169		$40,031		$151,111		$60,012		$49,833		$40,167		$150,012
Less: Average goodwill (GAAP)			—		—		6,887		6,887		—		—		6,887		6,887
Average other intangibles (GAAP)			—		—		2		2		—		—		2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		531		531		—		—		537		537
Average tangible assets	D		$60,911		$50,169		$33,673		$144,753		$60,012		$49,833		$33,815		$143,660
Return on average total tangible assets	A/D		0.76 %		1.62 %		NM		1.83 %		0.81 %		1.60 %		NM		0.96 %
Efficiency ratio:
Noninterest expense (GAAP)	E		$654		$195		$49		$898		$648		$195		$15		$858
Net interest income (GAAP)			682		367		31		1,080		674		354		34		1,062
Noninterest income (GAAP)			229		138		37		404		227		136		18		381
Total revenue (GAAP)	F		$911		$505		$68		$1,484		$901		$490		$52		$1,443
Efficiency ratio	E/F		71.90 %		38.84 %		NM		60.52 %		71.88 %		39.39 %		NM		59.41 %
		SECOND QUARTER 2017								FIRST QUARTER 2017
		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$118		$187		$13		$318		$95		$180		$45		$320
Less: Preferred stock dividends			—		—		—		—		—		—		7		7
Net income available to common stockholders	B		$118		$187		$13		$318		$95		$180		$38		$313
Return on average tangible common equity:
Average common equity (GAAP)			$5,519		$5,617		$8,523		$19,659		$5,460		$5,528		$8,472		$19,460
Less: Average goodwill (GAAP)			—		—		6,882		6,882		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		2		2		—		—		—		—
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		534		534		—		—		531		531
Average tangible common equity	C		$5,519		$5,617		$2,173		$13,309		$5,460		$5,528		$2,127		$13,115
Return on average tangible common equity	B/C		8.57 %		13.37 %		NM		9.57 %		7.06 %		13.18 %		NM		9.68 %
Return on average total tangible assets:
Average total assets (GAAP)			$59,244		$49,731		$40,903		$149,878		$58,660		$49,243		$40,883		$148,786
Less: Average goodwill (GAAP)			—		—		6,882		6,882		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		2		2		—		—		—		—
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		534		534		—		—		531		531
Average tangible assets	D		$59,244		$49,731		$34,553		$143,528		$58,660		$49,243		$34,538		$142,441
Return on average total tangible assets	A/D		0.80 %		1.51 %		NM		0.89  %		0.66 %		1.48 %		NM		0.91 %
Efficiency ratio:
Noninterest expense (GAAP)	E		$644		$192		$28		$864		$647		$190		$17		$854
Net interest income (GAAP)			657		344		25		1,026		638		346		21		1,005
Noninterest income (GAAP)			229		130		11		370		220		134		25		379
Total revenue (GAAP)	F		$886		$474		$36		$1,396		$858		$480		$46		$1,384
Efficiency ratio	E/F		72.64 %		40.48 %		NM		61.94 %		75.41 %		39.80 %		NM		61.68 %
		FOURTH QUARTER 2016
		Consumer Banking		Commercial Banking		Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$92		$172		$18		$282
Less: Preferred stock dividends			—		—		—		—
Net income available to common stockholders	B		$92		$172		$18		$282
Return on average tangible common equity:
Average common equity (GAAP)			$5,275		$5,278		$9,092		$19,645
Less: Average goodwill (GAAP)			—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		1		1
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		523		523
Average tangible common equity	C		$5,275		$5,278		$2,738		$13,291
Return on average tangible common equity	B/C		6.97 %		12.94 %		NM		8.43 %
Return on average total tangible assets:
Average total assets (GAAP)			$58,066		$48,024		$41,225		$147,315
Less: Average goodwill (GAAP)			—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		1		1
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		523		523
Average tangible assets	D		$58,066		$48,024		$34,871		$140,961
Return on average total tangible assets	A/D		0.63 %		1.42 %		NM		0.79 %
Efficiency ratio:
Noninterest expense (GAAP)	E		$649		$187		$11		$847
Net interest income (GAAP)			639		347		—		986
Noninterest income (GAAP)			227		122		28		377
Total revenue (GAAP)	F		$866		$469		$28		$1,363
Efficiency ratio	E/F		74.90 %		39.83 %		NM		62.18 %

23

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations – Segments, continued

(in millions, except ratio data)

		FULL YEAR
		2017								2016
		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$452		$774		$426		$1,652		$345		$631		$69		$1,045
Less: Preferred stock dividends			—		—		14		14		—		—		14		14
Net income available to common stockholders	B		$452		$774		$412		$1,638		$345		$631		$55		$1,031
Return on average tangible common equity:
Average common equity (GAAP)			$5,538		$5,647		$8,433		$19,618		$5,166		$5,071		$9,461		$19,698
Less: Average goodwill (GAAP)			—		—		6,883		6,883		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		2		2		—		—		2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		534		534		—		—		502		502
Average tangible common equity	C		$5,538		$5,647		$2,082		$13,267		$5,166		$5,071		$3,085		$13,322
Return on average tangible common equity	B/C		8.17 %		13.70 %		NM		12.35 %		6.68 %		12.44 %		NM		7.74 %
Return on average total tangible assets:
Average total assets (GAAP)			$59,714		$49,747		$40,492		$149,953		$56,388		$47,159		$39,636		$143,183
Less: Average goodwill (GAAP)			—		—		6,883		6,883		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		2		2		—		—		2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		534		534		—		—		502		502
Average tangible assets	D		$59,714		$49,747		$34,141		$143,602		$56,388		$47,159		$33,260		$136,807
Return on average total tangible assets	A/D		0.76 %		1.56 %		NM		1.15%		0.61%		1.34%		NM		0.76%
Efficiency ratio:
Noninterest expense (GAAP)	E		$2,593		$772		$109		$3,474		$2,547		$741		$64		$3,352
Net interest income (GAAP)			2,651		1,411		111		4,173		2,443		1,288		27		3,758
Noninterest income (GAAP)			905		538		91		1,534		883		466		148		1,497
Total revenue (GAAP)	F		$3,556		$1,949		$202		$5,707		$3,326		$1,754		$175		$5,255
Efficiency ratio	E/F		72.93 %		39.62 %		NM		60.87 %		76.57 %		42.26 %		NM		63.80 %

24

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 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.

25

Citizens Financial Group, Inc.

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.

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

CFG-IR

26

EX-99.2

4Q17 and FY2017 Financial Results January 19, 2018 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 U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms; the effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services; a failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber attacks; and management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the 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 (U.S. Basel III Standardized 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 ongoing 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 appendix presents 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” results, which are non-GAAP measures, exclude certain items, as applicable, 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 appendix include reconciliations to the most directly comparable GAAP measures and are: “noninterest income”, “total revenue”, “noninterest expense”, “pre-provision profit”, “total credit-related costs”, “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 our “Adjusted” or “Underlying” results in any period do not reflect our operational performance in that period and, accordingly, it is useful to consider our GAAP results and our “Adjusted” or “Underlying” results together. 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.

Table of contents page 4Q17 highlights 4 4Q17 Underlying financial summary 7 Underlying FY2017 performance vs. guidance 23 FY2018 outlook 24 1Q18 outlook 26 New medium-term financial targets 29 Appendix 31

Provision expense of $83 million; increased $11 million from relatively low 3Q17 levels Overall credit quality continues to be excellent; NPLs decreased 7% QoQ to 79 bps of loans NPL coverage ratio of 142% vs. 131% in 3Q17 and 118% in 4Q16 Allowance to loans and leases of 1.12% stable vs. 1.11% in 3Q17 and 1.15% in 4Q16 4% YoY average loan growth,(2) with strength in commercial and retail Average loan yields of 4.01% expanded 5 bps QoQ and 43 bps YoY reflecting the benefit of higher rates and balance sheet optimization initiatives Consumer Banking initiatives – Solid deposit and loan growth; strong progress in data analytics and digital strategies as well as in enhancing customer journeys; 2017 fee-based investment sales up 70% YoY; and conforming mortgage mix improved to 45% in 4Q17 Commercial Banking initiatives – Strong full year loan growth of 6%; full year fee income growth led by record Capital Markets fees with continued momentum in global markets and treasury solutions 4Q17 highlights Improving profitability and returns Strong capital, liquidity and funding Excellent credit quality Continued progress on strategic growth, efficiency and balance sheet optimization initiatives 4Q17 average deposits increased $4.6 billion, or 4% vs. 4Q16; year-end loan-to-deposit ratio of ~97% Robust capital levels with a common equity tier 1 ratio of 11.1%;(3) TBV per share of $27.48, up 7% from 4Q16 $335 million of 4Q17 common share repurchases at a weighted-average price of $38.18 per share; announced quarterly dividend increase of 22% to $0.22 per share beginning in 1Q18 Net income of $666 million; diluted EPS of $1.35, including a net $317 million after-tax, or $0.64 per share, benefit from notable items Underlying net income(1) of $349 million and diluted EPS of $0.71 up 24% and 29% YoY, respectively ROTCE of 19.9%; Underlying ROTCE(1) of 10.4% compared with 8.4% in 4Q16 and 10.1% in 3Q17 Revenue of $1.5 billion; Underlying revenue(1) of $1.5 billion up 2% QoQ and 8% YoY NII up 2% QoQ and 10% YoY with NIM of 3.08% up 3 bps QoQ and 18 bps YoY Noninterest income up 6% QoQ and 7% YoY; on an Underlying basis(1) up 2% QoQ and 3% YoY Positive operating leverage of 3% YoY; and 6.4% YoY on an Underlying basis(1); Efficiency ratio of 60.5%; Underlying efficiency ratio(1) of 58.5% improved 91 bps QoQ and ~3.7 percentage points YoY Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Throughout this presentation references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale also referred to as LHFS. Current period regulatory capital ratios are preliminary. Basel III ratio definitions impacting risk-weighted assets and qualifying Basel III capital fully phase in as of January 1, 2018.

Notable Items(1) $s in millions Several items occurring in 4Q17 have been excluded from reported results to better reflect underlying operating results.(1) 4Q17 reported results include a gain related to the adjustment of our deferred tax liability (“DTL”) resulting from the Tax Legislation passed in December 2017. We elected to invest some of this gain to benefit our colleagues and the communities we serve, through a special $1,000 bonus to eligible colleagues and a $10 million contribution to the Citizens Foundation. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. December 2017 Tax Legislation benefit amounts are estimated as of December 31, 2017 and may be subject to adjustment during 2018. 4Q17 reported results also include a relatively small gain on the sale of a Trouble Debt Restructuring portfolio (“TDR Transaction II”) which was offset by other notable items associated with our TOP IV efficiency initiatives.

4Q17 GAAP financial summary Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Includes held for sale. Loan-to-deposit ratio is period end. Full-time equivalent employees. Linked quarter: Net income available to common stockholders up 95% and EPS up 99% driven by a net $317 million after-tax, or $0.64 EPS, benefit from 4Q17 notable items NII up $18 million, or 2%, reflecting 1% average loan growth and a 3 bp improvement in NIM Noninterest income increased $23 million reflecting 4Q17 notable items Up $6 million on an Underlying basis,(1) reflecting strength in foreign exchange and IRP, trust and investment services fees and other income Noninterest expense increased $40 million as a result of 4Q17 notable items Flat on an Underlying basis(1) largely on lower other expense and salaries and employee benefits, offset by an increase in outside services Provision for credit losses increased $11 million from relatively low third quarter levels Prior-year quarter: Net income available to common stockholders up 136% and diluted EPS up 145% reflecting 4Q17 notable items NII up $94 million, or 10%, driven by 4% average loan growth and an 18 bp improvement in NIM Noninterest income up $27 million, largely reflecting the impact of 4Q17 notable items Up $10 million on an Underlying basis(1) on strength in trust and investment services fees, card fees and capital markets fees partially offset by lower mortgage banking fees and other income Noninterest expense up $51 million, largely reflecting 4Q17 notable items Up 1% on an Underlying basis(1) given higher salaries and benefits and outside services expense, and lower other expense due to lower fraud, legal and regulatory costs Provision for credit losses decreased $19 million Highlights á 2% ↓91 bps LQ excluding notable items(1) — á 3% á 2% á 4% á 30 bps

Linked quarter: Underlying net income available to common stockholders(1) of $349 million increased $8 million, or 2%; diluted EPS of $0.71 increased 4%(1) NII up $18 million, or 2%, reflecting 1% average loan growth and a 3 bp improvement in NIM given higher loan yields and rates Underlying noninterest income(1) increased $6 million, or 2% Reflects strength in foreign exchange and IRP, trust and investment services fees and other income Underlying noninterest expense(1) was stable Driven by lower other expense and salaries and employee benefits offset by an increase in outside services, which includes costs associated with our strategic initiatives Efficiency ratio improved 91 bps; positive operating leverage of 1.6%(1) Prior-year quarter: Net income available to common stockholders increased $67 million, or 24%; diluted EPS increased 29%(1) NII up $94 million, or 10%, reflecting 4% average loan growth and an 18 bp increase in NIM given higher loan yields and rates Underlying noninterest income(1) increased $10 million, or 3% Driven by strength in trust and investment services fees, card fees and capital markets fees partially offset by lower mortgage banking fees and other income Underlying noninterest expense(1) up $11 million, or 1% Reflects higher salaries and benefits expense and outside services expense, driven by the impact of strategic growth initiatives, and lower other expense due to lower fraud, legal and regulatory costs Efficiency ratio improved 368 bps; ~6.4% positive operating leverage(1) Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Highlights 4Q17 Underlying financial summary(1)

2017 GAAP financial summary Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Includes held for sale. Loan-to-deposit ratio is period end. Full-time equivalent employees. Highlights á 10% ↓ 396 bps YoY excluding notable items(1) á 3% á 29% á 28% á 34% á 219 bps FY17 vs FY16: Net income available to common stockholders up $607 million, or 59%; diluted EPS of $3.25, up $1.28, or 65% Results include after-tax net benefit of $340 million, or $0.67 per share, from notable items in 2017 compared with $19 million, or $0.04 per share in 2016 NII up $415 million, reflecting 6% average loan growth and a 16 bp improvement in NIM driven by balance sheet optimization strategies and higher rates Noninterest income was up 2%, reflecting underlying growth and notable items Adjusted/Underlying results were up $98 million, or 7%, driven by strength in capital markets, card fees, trust and investment services fees, letter of credit and loan fees, and foreign exchange and interest rate products fees Noninterest expense increased $122 million from 2016 including the net $55 million impact from notable items Adjusted/Underlying results reflect higher salaries and employee benefits, outside services and other operating expense Provision for credit losses decreased $48 million TBV per share of $27.48 was up 7%

FY17 vs FY16: Adjusted/Underlying net income available to common stockholders(1) up $286 million, or 28%; diluted EPS of $2.58 up $0.65, or 34% NII up $415 million, reflecting 6% average loan growth and a 16 bp increase in net interest margin driven by balance sheet optimization strategies and higher rates Adjusted/Underlying Noninterest income(1) increased $98 million, or 7% Strength in capital markets, card fees, trust and investment services fees, letter of credit and loan fees, and foreign exchange and interest rate products fees Adjusted/Underlying Noninterest expense(1) increased $103 million, or 3% Results reflect higher salaries and employee benefits, outside services, amortization of software, occupancy and other operating expense Provision for credit losses decreased $22 million Efficiency ratio improved by ~4.0 percentage points; positive operating leverage of 6.8% Highlights Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Adjusted/Underlying 2017 financial summary(1)

Linked quarter: NII up $18 million, or 2% Reflects 1% average loan growth driven by strength in retail loans NIM of 3.08% improved 3 bps from 3Q17 Reflects higher interest-earning asset yields tied to higher short-term interest rates and improving loan mix towards higher-return categories, partially offset by higher deposit and funding costs 3Q17 results reflected a two basis point benefit from higher commercial loan interest recoveries Prior-year quarter: NII up $94 million, or 10%, with NIM up 18 bps 4% average loan growth with retail loans up 5% and commercial loans up 3% NIM improved 18 bps from 4Q16 Reflects higher interest-earning asset yields given balance sheet optimization initiatives and higher rates, partially offset by a reduction in Federal Reserve Bank stock dividends and higher deposit and funding costs Net interest income Highlights Includes interest-bearing cash and due from banks and deposits in banks. Net interest income Average interest-earning assets Average interest-earning assets Net interest income Net interest margin $s in millions, except earning assets

Net interest margin NIM walk 4Q16 to 4Q17 NIM walk 3Q17 to 4Q17

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Noninterest income Highlights $s in millions Service charges and fees Card fees Capital markets fees Trust & inv services fees LC and loan fees FX and int rate products Mortgage banking fees Securities gains, net Other Linked quarter: Noninterest income increased $23 million, which includes $17 million of 4Q17 notable items in other income Underlying noninterest income(1) increased $6 million Capital Markets fees were down $11 million from record 3Q17 levels as a decrease in loan syndication and bond underwriting fees was partially offset by an increase in advisory fees Trust and investment services fees increased $4 million, reflecting an increase in sales volume and productivity and growth in managed money assets FX and IRP fees up $8 million on an increase in demand for variable rate loan hedges relative to lower third quarter levels that were impacted by the timing of interest-rate moves and seasonality Other income increased $22 million, reflecting 4Q17 notable item impact Underlying other income(1) increased $5 million driven by an increase in hedging income and leasing income Prior-year quarter: Noninterest income was up $27 million; up $10 million, or 3%, on an Underlying basis(1) Card fees up $6 million, reflecting the benefit of revised contract terms for processing fees and an increase in purchase volume Capital markets fees increased $5 million driven by the investments made to broaden our capabilities Trust and investment services fees increased $8 million, reflecting improved sales volume and productivity, an increase in managed money assets and an increase in the number of financial consultants Mortgage banking fees down $8 million from fourth quarter 2016 levels that included improved MSR valuations and higher origination volumes Underlying

Highlights $s in millions Noninterest expense Salary and benefits Occupancy & equip All Other Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Efficiency ratio Linked quarter: Noninterest expense up $40 million, reflecting $40 million of notable items; stable on an Underlying basis(1) Salaries and benefits $13 million higher; down $4 million on an Underlying basis reflecting lower incentives and seasonally lower payroll taxes(1) FTEs decreased by 102, reflecting seasonality and efficiency efforts Outside services expense increased $19 million; up $7 million on an Underlying basis tied to consumer strategic growth and technology initiatives(1) Occupancy expense increased reflecting seasonality and higher equipment expense given higher service contract costs Other expense increased $3 million; down $8 million on an Underlying basis driven by lower legal and regulatory costs and lower advertising expense(1) Prior-year quarter: Noninterest expense $51 million higher; up $11 million on an Underlying basis(1) Salaries and benefits up $29 million; increased $12 million on an Underlying basis driven by merit increases and the impact of hiring associated with strategic growth initiatives(1) FTEs decreased by 45, reflecting the impact of efficiency initiatives, partially offset by the Western Reserve acquisition and strategic growth initiatives Outside services expense increased $20 million; up $8 million on an Underlying basis tied to consumer strategic growth and technology initiatives(1) Other expense relatively stable; down $12 million on an Underlying basis driven by a reduction in fraud, legal and regulatory costs(1) Underlying 58.5%

Linked quarter: Total interest-earning assets up $950 million; Average loans and leases up $966 million, or 1% Retail loans up $807 million, driven by growth in mortgage, education and unsecured, partially offset by lower home equity and auto Commercial loans up $159 million, driven by growth in Mid-corporate and Private Equity and the impact of geographic expansion strategies, partially offset by lower Asset Finance and non-core Total deposits up $806 million, reflecting strong growth in demand and term deposits, partially offset by lower checking with interest Borrowed funds up $208 million, driven by higher short-term FHLB borrowings, partially offset by decreased long-term borrowings Prior-year quarter: Total interest-earning assets up $3.7 billion, or 3%; Total loans and leases up $3.9 billion, or 4% Retail loans up $2.6 billion, or 5%, driven by strength in mortgage, education and unsecured, partially offset by lower home equity and auto Commercial loans up $1.3 billion, or 3%, reflecting strength in Mid-corporate and Private Equity, Commercial Real Estate and Franchise Finance, as well as the impact of geographic expansion strategies, partially offset by lower Asset Finance, the impact of lower line of credit utilization and lower non-core Total deposits up $4.6 billion, or 4%, reflecting growth in term deposits, checking with interest and savings Borrowed funds down $435 million, or 3%, as growth in long-term borrowings was more than offset by lower short-term FHLB borrowings. Consolidated average balance sheet Highlights Note: Loan portfolio trends reflect non-core portfolio impact not included in segment results on pages 10 and 11. $138.4 billion Interest-earning assets $128.6 billion Deposits/borrowed funds Total Retail 42% Total Commercial 38% 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 up $894 million, or 2%, largely reflecting growth in residential mortgage, education and unsecured retail, partially offset by lower home equity and Business Banking balances Consumer loan yields up 5 bps, reflecting the impact of continued improvement in mix toward student and other unsecured retail Prior-year quarter: Average loans up $3.0 billion, or 5%, driven by strength in residential mortgage, education and unsecured retail, partially offset by lower home equity and auto balances Consumer loan yields up 38 bps, reflecting initiatives to improve risk-adjusted returns, along with higher interest rates Highlights Average loans and leases (1) Mortgage Home Equity Auto Education Business Banking Other (1) á 5% YoY growth

Commercial Banking average loans and leases Linked quarter: Average loans up $183 million, as continued strength in Mid-corporate and Private Equity and the impact of geographic expansion strategies was partially offset by planned runoff in the Asset Finance portfolio Loan yields improved 7 bps given the impact of higher short-term LIBOR rates Prior-year quarter: Average loans up $1.6 billion, or 3%, on strength in Mid-corporate and Private Equity, Commercial Real Estate and Franchise Finance, as well as the impact of geographic expansion strategies, partially offset by planned runoff in the Asset Finance portfolio and lower line of credit utilization Loan yields increased 70 bps, reflecting improved mix and higher rates Also includes Business Capital, Govt, SCA, Other, Treasury Solutions, Corporate and Commercial Banking Admin. Highlights $s in billions á 3% Average loans and leases Mid-corporate and Private Equity(1) Industry Verticals Franchise Finance Middle Market Asset Finance Commercial Real Estate YoY growth

Average funding and cost of funds Linked quarter: Total average deposits up $806 million, or 1% Largely growth in demand and term deposits, partially offset by a decrease in checking with interest Total deposit costs of 0.45% increased 2 bps, impacted by rising short-term interest rates Total cost of funds increased 2 bps, which reflects the higher deposit costs and the impact of 3Q17 term debt issuance Prior-year quarter: Total average deposits up $4.6 billion, or 4%, on growth in term deposits, checking with interest and savings and modest growth in demand deposits, partially offset by a decline in money market balances Total deposit costs increased 17 bps, reflecting higher market deposit rates due to the increase in short-term interest rates Total cost of funds increased 21 bps, reflecting the higher deposit costs and continued shift away from short-term funding and greater reliance on long-term debt 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 remains excellent, reflecting growth in higher-quality, lower-risk retail loans and broadly stable risk profile in commercial portfolios NPLs to total loans and leases improved to 0.79% from 0.85% in 3Q17 and 0.97% in 4Q16 NPLs decreased $61 million compared with 3Q17, reflecting a $60 million decrease in commercial and a $1 million decrease in retail Net charge-offs of $78 million, or 0.28% of average loans and leases, increased $13 million from 3Q17 Commercial net charge-offs of $2 million increased $2 million from 3Q17 Retail net charge-offs of $76 million increased $11 million largely due to seasonality in auto and education, as well as growth in the retail unsecured portfolio Provision for credit losses of $83 million increased $11 million from a relatively low third quarter 2017 level; YoY results reflect strong portfolio credit quality and lower net charge-offs Allowance to total loans and leases of 1.12% is stable vs. 1.11% in 3Q17 and 1.15% in 4Q16 Allowance to NPL coverage ratio improved to 142% from 131% reflecting continued reduction in nonperforming loans Strong credit-quality trends continue Highlights $s in millions (1) Allowance for loan and lease losses Allowance for loan and lease losses to nonperforming loans and leases. Nonperforming loans Provision for credit losses, net charge-offs (recoveries) Provision for credit losses 4Q16 1Q17 2Q17 3Q17 4Q17

Capital and liquidity remain strong Highlights Current-reporting period regulatory capital ratios are preliminary. Basel III ratio definitions impacting risk-weighted assets and qualifying Basel III capital fully phase in as of January 1, 2018. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning of this presentation for an explanation of their use and the appendix for their calculation and/or reconciliation to GAAP Financial Measures, as applicable. “Adjusted” results exclude restructuring charges, special items and/or notable items, as applicable. 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 is 100% as of January 2017. Reflects current understanding of Net Stable Funding Ratio (NSFR), although a U.S. version of the NSFR rule has not been finalized. Period end includes held for sale. Loan-to-deposit ratio(5) Capital ratio trend (1,2) (1,2) Capital levels remain at the higher end of the range for regional peers Y/E CET1 ratio of 11.1%; ~11.2% including expected benefit of an anticipated FASB accounting standards change Above forecasted ‘glide path’ range of 10.7 – 10.9% given strong fourth quarter performance, lower risk-weighted assets and impact of 2017 Tax Legislation 4Q17 Basel III common equity tier 1 capital ratio (CET1) was stable with 3Q17 Net income (Underlying basis): ~27 bp increase Tax Legislation: ~11 bp increase Common share repurchase: ~26 bp decrease Dividends and other: ~5 bp decrease RWA growth: ~4 bp decrease Colleagues and communities investment: ~1 bp decrease LDR of 96.7% compares with 98.4% in 3Q17 Fully compliant with LCR and current understanding of NSFR(4) 2017 CCAR plan reflects further commitment towards prudent return of capital During 4Q17, repurchased 8.8 million shares of common stock at a weighted-average price of $38.18, and including common dividends returned $424 million to shareholders Announced 22% increase in the quarterly dividend to $0.22 per common share beginning in 1Q18

Consumer Commercial CFG Summary of progress on strategic initiatives Initiative FY17 Status Commentary Grow and deepen relationships with primary households Primary households grew YoY. Embarked on several customer journey transformations to enhance customer experience, improve primacy of customer relationships and reduce costs. Enhance mortgage platform Shifted focus in 2017 to enhance returns by improving channel mix and increasing efficiency of existing LOs. Total originations decreased 7% in FY17 which was better than the market. Launched a direct-to-consumer channel to grow conforming originations and optimize efficiency. Conforming mix surpassed 44% in 4Q17. Optimize Auto Continued optimization of both volumes and returns in the business through targeted pricing improvements and management of dealer network, focusing on most profitable dealer relationships. Yields increased 36 bps YoY(1). Grow Education/Unsecured Credit Continued strong momentum in education and unsecured with total loan balances up $1.9 billion and $1.0 billion in 2017, respectively. Corporate partner-linked installment credit balances nearly doubled YoY; made good progress with new corporate partners (i.e., Vivint), and building solid pipeline of further opportunities. Enhance Business Banking Deposit balances up 4% YoY. Re-invigorated growth in credit card portfolio with purchase volume up 6% in FY17. Launched new digital lending capability to existing customers. Expand Wealth Made good progress on shift to fee-based business, as fee-based sale mix improved to 38% in FY17 from 26% in FY16. Total investment sales volume increased 18% vs. FY16. Financial consultants up 9% in FY17 to 393. Rolled out new digital investment advice technology (SpeciFi). Continue development of Capital and Global Markets activities Fee income up 29% in FY17. Growth driven by robust syndications and bond and equity underwriting activity, strong performance in FX and derivatives, and expanded M&A activity from WRP acquisition. Middle Market bookrunner rank of #8 remains inline with our goal of being a top ten bookrunner(2). Build out Treasury Solutions Continued enhancement of capabilities and core infrastructure with 10+ upgrades completed in 2017; added headcount in key markets and products. Fees up 7% in FY17 driven by 27% YoY increase in commercial card, 22% YoY increase in merchant services, and 10% growth in total Trade services. Strong deposit growth of 12% YoY. Expand Mid-Corporate & Middle Market(3) Loan balances up 4% in FY17, with strong balance sheet growth in Metro NYC and Southeast. Deposits up $1.2 billion, or 11%, and fee income up 19% vs. FY16, reflecting efforts to deepen relationships with customers. Build out Industry Verticals & Franchise Finance(3) Industry vertical loan growth of 12% in FY17 driven by healthcare and technology verticals; industry vertical fee income up $34 million, or 64%, vs. FY16. Continued expansion in well-established brands of quick service and fast casual franchises, with 16% loan growth YoY. Prudently grow CRE(3) Continued to deepen client penetration with top developers in core geographies, while moderating growth in multi-family and retail sectors. CRE loans grew 13% in FY17 to $10.5 billion. Entered into a third-party strategic partnership to refer Citizens’ CRE clients for long-term permanent financing opportunities. Reposition Asset Finance(3) Continued to realign product offering and strategy towards core Middle Market and Mid-Corp customers to drive greater bank alignment. Total book (core + noncore) reduced by $595 million to $5.4 billion. Balance Sheet Optimization NIM increased 18 bps YoY with approximately 8 bps of the increase due to continued execution of balance sheet strategies targeting improved mix and pricing. Continued to optimize auto and asset finance portfolios for higher returns. Launched formal enterprise-wide ‘TOP-like’ program. TOP III Achieved in excess of $115 million of P&L benefit in FY17. Initiatives largely completed; continue to ramp-up unsecured lending. TOP IV TOP IV Program, which includes both efficiency and revenue initiatives, is underway and on track to deliver pre-tax 4Q’18 run-rate benefit of $95-$110 million. Represents organic yields. Thomson Reuters LPC, FY17 data as of 12/31/17 based on number of deals for Overall Middle Market (defined as Borrower Revenues <$500MM”). Growth rates exclude the impact of the 2Q17 loan sales and 3Q16 transfer of $1.1 billion loan and lease portfolio to Other.

Further opportunities to improve returns: TOP Continuous improvement - TOP programs Self-fund investments through efficiency, expense discipline and mindset of continuous improvement Use new technologies to deliver more effective outcomes at lower costs TOP IV program on track to deliver run-rate pre-tax benefit of ~$95 - $110 million by end of 2018 Targeting strong positive operating leverage to self-fund growth initiatives Efficiency Initiatives (selected examples) Organization Simplification: Focusing on spans and layers, centralization/centers of excellence, and role clarity Lean/Process Improvement: Redesigning end-to-end processing and leveraging automation to reduce costs and improve outcomes Vendor/Indirect Spend: Further vendor efficiencies and demand management (e.g., market data) Customer Journeys (revenue + efficiency): Simplifying and streamlining external customer-centric processes Revenue Initiatives (selected examples) New Channels: Using digital as a sales engine, building out direct to consumer mortgage, and leveraging the call center to offer ‘service to solutions’ Expanding into Growth Areas: Next wave of corporate partnerships (Vivint, TBA) and expanding C&I lending in growth markets Build-out Fee Income Capabilities: Scaling M&A advisory (Western Reserve), building our Commercial Securitization, and scaling MSR purchases

Making consistent progress against our financial goals 1.0%+ Adjusted/Underlying efficiency ratio(1) ~60% 10%+ Key Indicators Adjusted/ Underlying ROTCE(1) Adjusted/Underlying return on average total tangible assets(1) EPS Adjusted/Underlying diluted EPS(1) Common equity tier 1 ratio(2) (3) Underlying results(1) Reported results(1) Adjusted results(1) Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Common equity tier 1 ("CET1") capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015. Current period regulatory capital ratios are preliminary. Commencement of separation effort from RBS. IPO-based medium-term targets

Underlying FY2017 guidance vs. Adjusted FY2016(1)(2) Underlying FY2017 performance vs. guidance(1)(2) Underlying FY2017 actual results vs. Adjusted FY2016(1) Results reflect strong execution against targets Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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 exclude restructuring charges, special items and/or notable items; 4Q17 after-tax notable items reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $321 million benefit for the adjustment of the Company’s net deferred tax liability tied to the reduction in the Federal statutory tax rate under the 2017 Tax Reform law partially offset by $22 million of other after-tax notable items. 3Q16 notable items reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Underlying results, as applicable, exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. Full-year 2017 Underlying total credit-related costs were $347 million. Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Guidance as provided on 4Q16 January 20, 2017 earnings call. Net interest income, net interest margin Operating leverage, efficiency ratio Credit trends, tax rate Capital, liquidity and funding Key economic assumptions Balance sheet growth Noninterest income Net interest income growth of 8-9% NIM improvement of 8-10 bps Expense growth of 3-3.5% Target 3-5% of positive operating leverage Efficiency ratio improves to 61-62% Provision expense $425-$475 million Charge-off rates normalize modestly with additional reserve build to fund loan growth Tax rate of ~32% Targeting dividend payout ratio in the 30-35% range, common stock buyback TBD with CCAR Year-end Basel III common equity tier 1 ratio 10.7-10.9% Loan-to-deposit ratio ~98% YE 2017: fed funds rate of ~1.25% (rate increases in June & Nov/December), 10-year Treasury rate of ~2.50%-2.75% range Full-year GDP growth in the 2%-2.5% range YE-2017 unemployment rate in the 4.5%-4.7% range 5.5-6.5% average earning asset growth 5.5-7% average loan growth 5.5-7% average deposit growth 3-5% noninterest income growth Net interest income growth of 11% NIM improvement of 16 bps Expense growth of 3% 6.8% positive operating leverage Efficiency ratio improved to 60%(1) Provision expense of $321 million Charge-off rate of 28 bps Tax rate of 32.2% Dividend payout ratio of 25%, common stock buyback of $820 million Year-end Basel III common equity tier 1 ratio of 11.1% Loan-to-deposit ratio of 98.3% YE 2017: fed funds target rate of 1.25-1.50% 10-year Treasury rate of 2.40% Full-year GDP growth of 2.4 – 2.5% YE-2017 unemployment rate of 4.1% 5.3% average earning asset growth 5.8% average loan growth 6.1% average deposit growth Growth in noninterest income of 7% ü ü ü ü ü ü ü ü ü ü û ü ü ü ü ü ü ü û

FY2018 outlook Net interest income, NIM Net interest income growth of 7-9% NIM improvement of 9-12 bps; using Dec 31 forward curve with April and October 2018 hikes Operating leverage, efficiency ratio Credit trends, tax rate Expense growth of 3.25-3.75% Target 3-5% of positive operating leverage Efficiency ratio improvement of 200-250 bps Provision expense $425-$475 million Charge-off rates up modestly with additional reserve build to fund loan growth Tax rate of ~22.5%(2) FY2018 expectations vs. Underlying FY2017(1) Capital, liquidity and funding Targeting FY18 dividend payout ratio of ~30%; common stock buyback TBD with CCAR Year-end Basel III common equity tier 1 ratio 10.6-10.8% Loan-to-deposit ratio ~97-98% Key economic assumptions YE 2018: fed funds rate of 1.75-2.00% (rate increases in April & Oct) 10-year Treasury rate of ~2.5-2.75% range Full-year GDP growth in the 2.5–3.0% range YE 2018 unemployment rate 3.9–4.1% Balance sheet growth 4.0-5.5% average earning asset growth 4.5-5.5% average loan growth 4.5-6.0% average deposit growth Noninterest income 4.5-6.0% noninterest income growth Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Full-year 2017 Underlying total credit-related costs were $347 million. Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Tax rate estimate prior to Tax Legislation impact had been ~32.5%. FY2017 tax rate estimate may be refined up or down as further clarification around 2017 Tax Legislation is provided in the future. $4,173 million net interest income 3.02% NIM $3,419 million noninterest expense 6.8% operating leverage 60.0% efficiency ratio $321 million provision expense 28 bps of net charge-offs 32.2% tax rate 25% dividend payout ratio; common stock buyback of $820 million 11.1% CET1 ratio 98.3% loan-to-deposit ratio YE 2017: fed funds target rate of 1.25-1.50% Full-year GDP growth of 2.4-2.5% YE 2017 unemployment rate of 4.1% $137.5 billion average earning assets $110.0 billion average loans $111.9 billion average deposits $1,528 million noninterest income Underlying FY2017(1)

FY2018 outlook compared with Underlying 2017(1) Net interest income, NIM Operating leverage, efficiency ratio Credit trends, tax rate Capital, liquidity and funding Underlying 2017 vs. Adjusted 2016(1) FY2018 expectations vs. Underlying 2017(1) Balance sheet growth Noninterest income Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Full-year 2017 Underlying total credit-related costs were $347 million. Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Tax rate estimate prior to Tax Legislation impact had been ~32.5%. FY2017 tax rate estimate may be refined up or down as further clarification around 2017 Tax Legislation is provided in the future. Net interest income growth of 7-9% NIM improvement of 9-12 bps; using Dec 31 forward curve with April and October 2018 hikes Expense growth of 3.25-3.75% Target 3.0-5.0% of positive operating leverage Efficiency ratio improves by 200-250 bps Provision expense $425-$475 million Charge-off rates up modestly with additional reserve build to fund loan growth Tax rate of ~22.5%(2) Targeting FY18 dividend payout ratio in the ~30% range; common stock buyback TBD with CCAR Year-end Basel III common equity tier 1 ratio 10.6-10.8% Loan-to-deposit ratio ~97-98% YE 2018: fed funds rate of 1.75-2.00% (rate increases in April & Oct) 10-year Treasury rate of ~2.5-2.75% range Full-year GDP growth in the 2.5–3.0% range YE 2018 unemployment rate 3.9–4.1% 4.0-5.5% average earning asset growth 4.5-5.5% average loan growth 4.5-6.0% average deposit growth 4.5-6.0% noninterest income growth Net interest income growth of 11% NIM improvement of 16 bps Expense growth of 3% 6.8% positive operating leverage Efficiency ratio improved by 396 bps(1) Provision expense of $321 million Charge-off rate of 28 bps with additional reserve build to fund loan growth Tax rate of 32.2% Dividend payout ratio of 25%, common stock buyback of $820 million Year-end Basel III common equity tier 1 ratio of 11.1% Loan-to-deposit ratio of 98.3% YE 2017: fed funds rate of 1.25-1.50% 10-year Treasury rate of 2.40% Full-year GDP growth of 2.4 – 2.5% YE 2017 unemployment rate of 4.1% 5.3% average earning asset growth 5.8% average loan growth 6.1% average deposit growth Growth in noninterest income of 7% Key economic assumptions

1Q18 outlook Net interest income, net interest margin Noninterest expense Credit trends, tax rate ~1.0% loan growth Expect ~5 basis point improvement in net interest margin given recent rate rise Day count impact of ~$16 million decrease to NII Up ~3% given seasonal compensation impacts Provision expense of ~$85-$95 million Tax rate of ~23% reflecting 0.5% Historic Tax Credit impact 1Q18 expectations vs. 4Q17 Capital, liquidity and funding Quarter-end Basel III common equity tier 1 ratio ~11.1% Loan-to-deposit ratio of ~98% Preferred stock dividend of $7 million Noninterest income Stable/up modestly as strength in capital markets offsets seasonal impacts

Helping you reach your potential We perform our best every day so we can do more for our customers, colleagues, communities and shareholders We strive to always: exceed customer expectations, do the right thing, think long-term, work together We are citizens helping citizens reach their potential To help our customers, colleagues and communities reach their potential We are here to help our customers reach their potential by listening to them and by understanding their needs so we can deliver personalized advice, ideas and solutions To be a top-performing bank distinguished by its customer-centric culture, mindset of continuous improvement and excellent capabilities Mission Vision Credo Brand Narrative Our vision and credo guide us: The destination Colleagues Regulators Investors Communities & Society Customers

Keys to delivering higher medium-term returns TOP and Balance Sheet Optimization (“BSO”) Drive Growth in Fee Businesses Active Capital Management Enterprise-wide initiatives to drive improvement in performance; ‘mindset of continuous improvement’ BSO to recycle capital into more accretive growth and relationship categories; grow higher risk-adjusted return asset portfolios, reposition/optimize other select portfolios Optimize deposit mix with a focus on lower-cost categories Consumer Wealth – Leverage investments in FCs and sales, product and technology platforms Mortgage – Channel and product remix toward direct-to-consumer and conforming; purchase MSRs to increase scale economies Commercial Continue to broaden Capital Markets capabilities; leverage new Global Markets platform and capabilities Treasury – Replatform cash management; capture value from recent product investments Prudently grow balance sheet while driving strong returns of capital to shareholders Capture Asset Sensitivity Leverage asset sensitivity to benefit as rates rise

New medium-term financial targets ROTCE ~13-15% Efficiency Ratio ~52-56% CET 1 ~10.0-10.25% Dividend payout ratio ~35-40% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. Includes volume driven credit costs unrelated to credit normalization. Capital net includes the impact of risk-weighted asset growth net of targeted capital actions: retained earnings growth of ~(3.0)% partially offset by common stock repurchases of ~1.5% and the impact of rising rates on other comprehensive income of ~0.4%. Medium-term ROTCE outlook ~40% increase (3) Economic assumptions Medium-term financial targets Real GDP growth ~2.5–3.0% annually; no recession Fed Funds Rate ~2.25 rate moves per annum (25 bps each move) Unemployment rate ~3.5-4.0% Operating assumptions Loan growth target of nominal GDP +~1% Asset sensitivity moderates as rates normalize Operating leverage target of ~3-5% (1) Expect to continue to pursue formal efficiency initiatives to fund expanded strategic investments CET1 ratio annual reduction of ~30-40 bps Initial benefit of tax reform declines modestly with time (2)

Key messages Citizens continues to execute well and deliver for shareholders Strong 4Q17 results with Underlying ROTCE of 10.4% up from 4.3% in 3Q13(1) Strong Underlying EPS growth of 29%, with operating leverage of 6.4% YoY, and efficiency ratio of 58.5%(1) Tangible book value per share of $27.48 at quarter end, up 7% from 4Q16 Full year 2017 results demonstrate consistent progress Underlying/Adjusted EPS growth of 34% Underlying/Adjusted operating leverage of 6.8% Average loan growth of 6%; NIM up by 16 bps (3.02%) Underlying/Adjusted noninterest income growth of 7% Strong focus on continuous improvement and delivering benefits from TOP efficiency programs Well positioned as we enter 1Q18 to capitalize on improving economic environment and rising rates Key to financial results is to grow the balance sheet smartly with continued focus on building out fee businesses and delivering positive operating leverage Capital and credit position remains robust Returned $1.1 billion to common shareholders in 2017; up 70% from 2016 Strong CET1 ratio permits both continued strong loan growth and capital returns to shareholders Focused on delivering enhanced shareholder returns New medium-term targets represent commitment to continued growth and discipline Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable.

Appendix

Linked-quarter results Pre-provision profit $s in millions Return on average total tangible assets Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity á modestly Period-end loans $s in billions Period-end deposits $s in billions á modestly á 2% $1.35 $0.68 á 87 bps Underlyingá 4% GAAP results Underlying results (1) Underlyingstable á 979 bps Underlyingá 30 bps $0.71 á 99% Underlyingá 4% á 95% Underlyingá 2% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable.

Year-over-Year results Pre-provision profit $s in millions Return on average total tangible assets Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity á 14% Period-end loans $s in billions Period-end deposits $s in billions á 3% á 5% $1.35 $0.55 á 104 bps Underlyingá 18% GAAP results Underlying results (1) Underlyingá 17 bps á 1149 bps Underlyingá 200 bps $0.71 á 145% Underlyingá 29% á 136% Underlyingá 24% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable.

Full year results Pre-provision profit $s in millions Return on average total tangible assets Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity á 17% Period-end loans $s in billions Period-end deposits $s in billions á 3% á 5% $3.25 $1.93 á 39 bps Underlyingá 22% GAAP results Adjusted/Underlying results (1) Underlyingá 16 bps á 461 bps Underlyingá 219 bps $2.58 á 65% Underlyingá 34% á 59% Underlyingá 28% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. $1.97

Consumer Banking segment Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. 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 down $5 million, or 4%, as 4Q17 results include $5 million after-tax of notable items included in noninterest expense associated with our strategic growth initiatives. Excluding the notable items,(1) Consumer Banking net income was relatively stable with 3Q17 Net interest income up $8 million, or 1%, driven by growth in mortgage, education and unsecured retail loans and improved loan yields, partially offset by higher deposit costs Average loans up $868 million, or 1%, and average deposits up $69 million from 3Q17 Noninterest income up 1% from 3Q17, as higher trust and investment services fees, largely offset by seasonally lower card fees Noninterest expense up 1% from 3Q17 levels, including $9 million pre-tax of notable items primarily associated with our strategic growth initiatives, as well as an increase in occupancy and other operating expense, offset by seasonally lower marketing spend and salary and benefits expense. Excluding notable items(1), noninterest expense decreased $3 million from the third quarter 2017. Provision for credit losses up $11 million Prior-year quarter: Net income up $25 million, or 27% Net interest income up $43 million, or 7%, driven by improved loan yields reflecting higher interest rates and mix and growth in mortgage, student, and unsecured retail balances, partially offset by higher deposit costs Average loans up $2.8 billion, or 5%, and average deposits up $2.0 billion, or 3%, from 4Q16 Noninterest income up 1%, driven by higher trust and investment fees and card fees, partially offset by lower mortgage banking fees Noninterest expense up $5 million, driven by higher outside services, which includes costs tied to strategic growth initiatives, as well as higher salaries and benefits and FDIC expense, partially offset by lower fraud and other losses. Excluding the notable items,(1) noninterest expense decreased $4 million compared with 4Q16. Provision for credit losses stable compared with 4Q16

Commercial Banking segment Highlights Linked quarter: Commercial Banking net income up $5 million, or 2% Net interest income up $13 million, or 4%, reflecting strong deposit balance growth Loan results largely reflect growth in Mid-corporate and Private Equity and the impact of geographic expansion strategies, partially offset by planned runoff of the Asset Finance portfolio Noninterest income up 1% as higher foreign exchange and interest rate products, leasing fees and letter of credit fees offset lower capital markets fees from record levels in 3Q17 Noninterest expense remained stable Provision for credit losses remained stable Prior-year quarter: Net income up $34 million, or 20% Net interest income up $20, or 6%, as benefit of 4% average loan growth and improved loan yields was partially offset by higher deposit costs Average loans and leases up $1.9 billion, driven by strength in Mid-corporate and Private Equity, Commercial Real Estate and Franchise Finance, as well as the impact of our geographic expansion strategies, partially offset by runoff of the Asset Finance portfolio and the impact of lower line utilization Noninterest income up $16 million, or 13%, reflecting strength in capital markets, letter of credit and loan fees and card fees Noninterest expense up $8 million, or 4%, reflecting higher salaries and benefits expense, outside services and software amortization, partially offset by lower legal and regulatory expense Provision for credit losses decreased $21 million from higher 4Q16 levels, largely tied to commodities-related credits Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. 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.

Other Linked quarter: Other recorded net income of $343 million, up $318 million, driven primarily by the $331 million deferred tax liability benefit tied to 2017 Tax Legislation Net interest income, down $3 million, or 9%, driven by higher funding costs Noninterest income up $19 million, driven primarily by $17 million of pre-tax, or $10 million after-tax, of notable items related to gain on sale of TDR Transaction II(1) Noninterest expense up $34 million, driven primarily by $31 million of notable items, which includes $12.5 million related to our one-time colleague bonus, $10 million in charitable contributions expense and $9 million related to our efficiency initiatives(1) Provision up $1 million related to non-core net charge-offs, partially offset by a lower reserve build vs. 3Q17 Prior-year quarter: Other net income up $325 million, driven primarily by the 2017 Tax Legislation Net interest income up $31 million, driven by residual funds transfer pricing and higher portfolio income, partially offset by higher funding costs, non-core portfolio run off and the lower benefit of swaps Noninterest income up $9 million, largely tied to $17 million of notable items related to the TDR Transaction II gain Noninterest expense up $38 million, driven primarily by notable items recorded in 4Q17 Provision was stable vs. 4Q16 Highlights Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable.

Adjusted/underlying items $s in millions, except per share data 4Q17 GAAP results reflect a net $318 million after-tax benefit for the 4Q17 adjustment of the Company’s net deferred tax liability tied to the 2017 Tax Reform law, partially offset by investments in colleagues and communities, as well as $10 million after-tax TDR Transaction gain offset by $11 million of after-tax costs associated with TOP IV efficiency initiatives. 2017 GAAP results reflect a net $318 million after-tax benefit for the 4Q17 adjustment of the Company’s net deferred tax liability tied to the 2017 Tax Reform law, partially offset by notable items, and a $23 million after-tax benefit tied to the 1Q17 settlement of state tax matters. 2Q17 GAAP results include a $26 million pre-tax impact of lease asset impairments recorded as an $11 million reduction in noninterest income and a $15 million increase in noninterest expense. Underlying results also reclassify the lease asset impairments to reflect their credit-related impact as credit-related costs. 2016 GAAP results include a net $19 million after-tax benefit tied to 3Q16 TDR Transaction gain, partially offset by other costs associated with Asset Finance repositioning, TOP III efficiency initiatives and home equity operational items. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and 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. 4Q17 after-tax notable items excluded from our “Underlying” results reflect a $10 million gain on a TDR portfolio sale offset by $11 million of other notable items (“TDR Transaction II”) and a $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. “Underlying” results, as applicable, also exclude a 1Q17 $23 million benefit related to the settlement of certain state tax matters and reclassify 2Q17 results for the pre-tax impact of $26 million of lease asset impairments to reflect their credit-related impact. 3Q16 after-tax notable items excluded from our “Adjusted” results reflect a $19 million gain on a TDR portfolio sale less other notable items (“TDR Transaction”). Where there is a reference to “Adjusted”, “Underlying” or “Adjusted/Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. December 2017 Tax Legislation benefit amounts are estimated as of December 31, 2017 and may be subject to adjustment during 2018.

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

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

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

Key performance metrics, Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 1 Per the final transition provision rule issued by banking regulators on November 21, 2017, U.S. Basel III ratio definitions impacting risk weighted assets and qualifying U.S. Basel III capital will be fully phased-in as of January 1, 2018.

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

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

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

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

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

EX-99.3

Exhibit 99.3

Citizens Financial Group, Inc.

Financial Supplement

Fourth Quarter and Full Year 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	17
Nonperforming Assets	18
Charge-offs, Recoveries and Related Ratios	19
Summary of Changes in the Components of the Allowance for Credit Losses	21
Capital and Ratios	22
Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations	23

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

2

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	QUARTERLY TRENDS																											FULL YEAR
																4Q17 Change																		2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																$			%			$			%									$			%
SELECTED OPERATING DATA
Total revenue		$1,484			$1,443			$1,396			$1,384			$1,363			$41			3	%		$121			9	%		$5,707			$5,255			$452			9	%
Noninterest expense		898			858			864			854			847			40			5			51			6			3,474			3,352			122			4
Profit before provision for credit losses		586			585			532			530			516			1			–			70			14			2,233			1,903			330			17
Provision for credit losses		83			72			70			96			102			11			15			(19	)		(19	)		321			369			(48	)		(13	)
NET INCOME		666			348			318			320			282			318			91			384			136			1,652			1,045			607			58
Net income, Adjusted/Underlying1		349			348			318			297			282			1			–			67			24			1,312			1,026			286			28
Net income available to common stockholders		666			341			318			313			282			325			95			384			136			1,638			1,031			607			59
Net income available to common stockholders, Adjusted/Underlying1		349			341			318			290			282			8			2			67			24			1,298			1,012			286			28
PER COMMON SHARE DATA
Basic earnings		$1.35			$0.68			$0.63			$0.61			$0.55			$0.67			99	%		$0.80			145	%		$3.26			$1.97			$1.29			65	%
Diluted earnings		1.35			0.68			0.63			0.61			0.55			0.67			99			0.80			145			3.25			1.97			1.28			65
Basic earnings, Adjusted/Underlying1		0.71			0.68			0.63			0.57			0.55			0.03			4			0.16			29			2.59			1.94			0.65			34
Diluted earnings, Adjusted/Underlying1		0.71			0.68			0.63			0.57			0.55			0.03			4			0.16			29			2.58			1.93			0.65			34
Cash dividends declared and paid per common share		0.18			0.18			0.14			0.14			0.12			–			–			0.06			50			0.64			0.46			0.18			39
Book value per common share		40.80			39.76			39.17			38.47			38.09			1.04			3			2.71			7			40.80			38.09			2.71			7
Tangible book value per common share		27.48			27.05			26.61			26.02			25.69			0.43			2			1.79			7			27.48			25.69			1.79			7
Dividend payout ratio		13	%		26	%		22	%		23	%		22	%		NM						(900	) bps					20	%		23	%		(300	) bps
Dividend payout ratio, Adjusted/Underlying1		25			26			22			25			22			(100	) bps					300 bps						25			24			100 bps
COMMON SHARES OUTSTANDING
Average: Basic		492,149,763			500,861,076			506,371,846			509,451,450			512,015,920			(8,711,313	)		(2	%)		(19,866,157	)		(4	%)		502,157,440			522,093,545			(19,936,105	)		(4	%)
Diluted		493,788,007			502,157,384			507,414,122			511,348,200			513,897,085			(8,369,377	)		(2	)		(20,109,078	)		(4	)		503,685,091			523,930,718			(20,245,627	)		(4	)
Common shares at period-end		490,812,912			499,505,285			505,880,851			509,515,646			511,954,871			(8,692,373	)		(2	)		(21,141,959	)		(4	)		490,812,912			511,954,871			(21,141,959	)		(4	)
SHARE PRICE
High		$42.93			$38.06			$38.01			$39.75			$36.56			$4.87			13	%		$6.37			17	%		$42.93			$36.56			$6.37			17	%
Low		36.10			31.51			33.13			32.99			24.22			4.59			15			11.88			49			31.51			18.04			13.47			75
Close		41.98			37.87			35.68			34.55			35.63			4.11			11			6.35			18			41.98			35.63			6.35			18
Market capitalization		20,604			18,916			18,050			17,604			18,241			1,688			9			2,363			13			20,604			18,241			2,363			13
SEGMENT NET INCOME
Consumer Banking		$117			$122			$118			$95			$92			($5	)		(4	%)		$25			27	%		$452			$345			$107			31	%
Commercial Banking		206			201			187			180			172			5			2			34			20			774			631			143			23
Other		343			25			13			45			18			318			NM			325			NM			426			69			357			NM
NET INCOME		$666			$348			$318			$320			$282			$318			91	%		$384			136	%		$1,652			$1,045			$607			58	%

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

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

	QUARTERLY TRENDS																											FULL YEAR
																4Q17 Change																		2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																$/bps			%			$/bps			%									$/bps			%
FINANCIAL RATIOS
Net interest margin		3.08	%		3.05	%		2.97	%		2.96	%		2.90	%		3	bps					18	bps					3.02	%		2.86	%		16	bps
Return on average common equity		13.46			6.87			6.48			6.52			5.70			659	bps					776	bps					8.35			5.23			312	bps
Return on average common equity, Adjusted/Underlying1		7.05			6.87			6.48			6.05			5.70			18	bps					135	bps					6.62			5.14			148	bps
Return on average tangible common equity		19.92			10.13			9.57			9.68			8.43			979	bps						NM					12.35			7.74			461	bps
Return on average tangible common equity, Adjusted/Underlying1		10.43			10.13			9.57			8.98			8.43			30	bps					200	bps					9.79			7.60			219	bps
Return on average total assets		1.75			0.92			0.85			0.87			0.76			83	bps					99	bps					1.10			0.73			37	bps
Return on average total assets, Adjusted/Underlying1		0.92			0.92			0.85			0.81			0.76			–	bps					16	bps					0.88			0.72			16	bps
Return on average total tangible assets		1.83			0.96			0.89			0.91			0.79			87	bps					104	bps					1.15			0.76			39	bps
Return on average total tangible assets, Adjusted/Underlying1		0.96			0.96			0.89			0.85			0.79			–	bps					17	bps					0.91			0.75			16	bps
Effective income tax rate		(32.40	)		32.18			31.13			26.36			31.90			NM						NM						13.62			31.88			NM
Effective income tax rate, Adjusted/Underlying1		33.68			32.18			31.13			31.56			31.90			150	bps					178	bps					32.20			31.74			46	bps
Efficiency ratio		60.52			59.41			61.94			61.68			62.18			111	bps					(166	) bps					60.87			63.80			(293	) bps
Efficiency ratio, Adjusted/Underlying1		58.50			59.41			60.36			61.68			62.18			(91	) bps					(368	) bps					59.96			63.92			(396	) bps
CAPITAL RATIOS - PERIOD END (PRELIMINARY)2
CET1 capital ratio		11.1	%		11.1	%		11.2	%		11.2	%		11.2	%
Tier 1 capital ratio		11.3			11.3			11.4			11.4			11.4
Total capital ratio		13.8			13.8			14.0			14.0			14.0
Tier 1 leverage ratio		9.9			9.9			9.9			9.9			9.9
SELECTED BALANCE SHEET DATA (PERIOD END)
Total assets		$152,336			$151,356			$151,407			$150,285			$149,520			$980			1	%		$2,816			2	%		$152,336			$149,520			$2,816			2	%
Loans and leases:
Commercial		52,031			52,381			51,888			51,892			51,651			(350	)		(1	)		380			1			52,031			51,651			380			1
Retail		58,586			57,770			57,158			56,219			56,018			816			1			2,568			5			58,586			56,018			2,568			5
Total loans and leases		110,617			110,151			109,046			108,111			107,669			466			–			2,948			3			110,617			107,669			2,948			3
Deposits		115,089			113,235			113,613			112,112			109,804			1,854			2			5,285			5			115,089			109,804			5,285			5
Long-term borrowed funds		11,765			13,400			13,154			11,780			12,790			(1,635	)		(12	)		(1,025	)		(8	)		11,765			12,790			(1,025	)		(8	)
Total stockholders’ equity		20,270			20,109			20,064			19,847			19,747			161			1			523			3			20,270			19,747			523			3
Loans-to-deposits ratio (period-end balances)3		96.74	%		98.36	%		96.60	%		97.03	%		98.62	%		(162	) bps					(188	) bps					96.74	%		98.62	%		(188	) bps
Loans-to-deposits ratio (average balances)3		97.77			97.59			99.08			98.81			98.14			18	bps					(37	) bps					98.30			98.58			(28	) bps
Full-time equivalent colleagues		17,594			17,696			17,738			17,515			17,639			(102	)		(1	)		(45	)		–			17,594			17,639			(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.

² U.S. 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 U.S. Basel III standardized transitional approach. Per the final transition provision rule issued by banking regulators on November 21, 2017, U.S. Basel III ratio definitions impacting risk weighted assets and qualifying U.S. Basel III capital will be fully phased-in as of January 1, 2018.

³ Includes loans and leases held for sale.

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

	QUARTERLY TRENDS																							FULL YEAR
												4Q17 Change																2017 Change
	4Q17			3Q17		2Q17		1Q17		4Q16		3Q17						4Q16						2017		2016		2016
												$			%			$			%							$			%
INTEREST INCOME:
Interest and fees on loans and leases		$1,121			$1,096		$1,040		$992		$963		$25			2	%		$158			16	%		$4,249		$3,653		$596			16	%
Interest and fees on loans held for sale		5			5		4		4		5		–			–			–			–			18		15		3			20
Interest and fees on other loans held for sale		4			3		2		1		–		1			33			4			100			10		6		4			67
Investment securities		156			155		154		160		152		1			1			4			3			625		584		41			7
Interest-bearing deposits in banks		5			5		5		3		2		–			–			3			150			18		8		10			125
Total interest income		1,291			1,264		1,205		1,160		1,122		27			2			169			15			4,920		4,266		654			15
INTEREST EXPENSE:
Deposits		130			123		102		86		76		7			6			54			71			441		270		171			63
Federal funds purchased and securities sold under agreements to repurchase		1			1		–		1		–		–			–			1			100			3		2		1			50
Other short-term borrowed funds		9			7		7		8		7		2			29			2			29			31		40		(9	)		(23	)
Long-term borrowed funds		71			71		70		60		53		–			–			18			34			272		196		76			39
Total interest expense		211			202		179		155		136		9			4			75			55			747		508		239			47
Net interest income		1,080			1,062		1,026		1,005		986		18			2			94			10			4,173		3,758		415			11
NONINTEREST INCOME:
Service charges and fees		131			131		129		125		132		–			–			(1	)		(1	)		516		522		(6	)		(1	)
Card fees		56			58		59		60		50		(2	)		(3	)		6			12			233		203		30			15
Capital markets fees		42			53		51		48		37		(11	)		(21	)		5			14			194		136		58			43
Trust and investment services fees		42			38		39		39		34		4			11			8			24			158		146		12			8
Letter of credit and loan fees		31			30		31		29		29		1			3			2			7			121		112		9			8
Foreign exchange and interest rate products		32			24		26		27		31		8			33			1			3			109		103		6			6
Mortgage banking fees		28			27		30		23		36		1			4			(8	)		(22	)		108		112		(4	)		(4	)
Securities gains, net		2			2		3		4		3		–			–			(1	)		(33	)		11		16		(5	)		(31	)
Other income		40			18		2		24		25		22			122			15			60			84		147		(63	)		(43	)
Total noninterest income		404			381		370		379		377		23			6			27			7			1,534		1,497		37			2
TOTAL REVENUE		1,484			1,443		1,396		1,384		1,363		41			3			121			9			5,707		5,255		452			9
Provision for credit losses		83			72		70		96		102		11			15			(19	)		(19	)		321		369		(48	)		(13	)
NONINTEREST EXPENSE:
Salaries and employee benefits		449			436		432		444		420		13			3			29			7			1,761		1,709		52			3
Outside services		118			99		96		91		98		19			19			20			20			404		377		27			7
Occupancy		80			78		79		82		77		2			3			3			4			319		307		12			4
Equipment expense		67			65		64		67		69		2			3			(2	)		(3	)		263		263		–			–
Amortization of software		46			45		45		44		44		1			2			2			5			180		170		10			6
Other operating expense		138			135		148		126		139		3			2			(1	)		(1	)		547		526		21			4
Total noninterest expense		898			858		864		854		847		40			5			51			6			3,474		3,352		122			4
Income before income tax expense		503			513		462		434		414		(10	)		(2	)		89			21			1,912		1,534		378			25
Income tax expense		(163	)		165		144		114		132		(328	)		(199	)		(295	)		(223	)		260		489		(229	)		(47	)
NET INCOME		$666			$348		$318		$320		$282		$318			91	%		$384			136	%		$1,652		$1,045		$607			58	%
Net income, Adjusted/Underlying1		$349			$348		$318		$297		$282		$1			—	%		$67			24	%		$1,312		$1,026		$286			28	%
Net income available to common stockholders		$666			$341		$318		$313		$282		$325			95	%		$384			136	%		$1,638		$1,031		$607			59	%
Net income available to common stockholders, Adjusted/Underlying1		$349			$341		$318		$290		$282		$8			2	%		$67			24	%		$1,298		$1,012		$286			28	%

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															DEC 31, 2017 CHANGE
	Dec 31, 2017			Sept 30, 2017			June 30, 2017			Mar 31, 2017			Dec 31, 2016			Sept 30, 2017						Dec 31, 2016
																$			%			$			%
ASSETS:
Cash and due from banks		$987			$781			$904			$882			$955			$206			26	%		$32			3	%
Interest-bearing cash and due from banks		2,045			1,339			3,263			3,111			2,749			706			53			(704	)		(26	)
Interest-bearing deposits in banks		192			287			433			351			439			(95	)		(33	)		(247	)		(56	)
Securities available for sale, at fair value		20,157			19,982			19,257			19,964			19,501			175			1			656			3
Securities held to maturity		4,685			4,823			4,967			4,992			5,071			(138	)		(3	)		(386	)		(8	)
Other investment securities, at fair value		169			165			97			101			96			4			2			73			76
Other investment securities, at cost		722			772			794			939			942			(50	)		(6	)		(220	)		(23	)
Loans held for sale, at fair value		497			500			520			448			583			(3	)		(1	)		(86	)		(15	)
Other loans held for sale		221			724			187			221			42			(503	)		(69	)		179			NM
Loans and leases		110,617			110,151			109,046			108,111			107,669			466			–			2,948			3
Less: Allowance for loan and lease losses		(1,236	)		(1,224	)		(1,219	)		(1,224	)		(1,236	)		(12	)		(1	)		–			–
Net loans and leases		109,381			108,927			107,827			106,887			106,433			454			–			2,948			3
Derivative assets1		617			596			408			357			627			21			4			(10	)		(2	)
Premises and equipment		685			618			600			582			601			67			11			84			14
Bank-owned life insurance		1,656			1,646			1,636			1,623			1,612			10			1			44			3
Goodwill		6,887			6,887			6,887			6,876			6,876			–			–			11			–
Due from broker		6			226			530			–			–			(220	)		(97	)		6			100
Other assets		3,429			3,083			3,097			2,951			2,993			346			11			436			15
TOTAL ASSETS		$152,336			$151,356			$151,407			$150,285			$149,520			$980			1	%		$2,816			2	%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits:
Noninterest-bearing		$29,279			$28,643			$27,814			$27,713			$28,472			$636			2	%		$807			3	%
Interest-bearing		85,810			84,592			85,799			84,399			81,332			1,218			1			4,478			6
Total deposits		115,089			113,235			113,613			112,112			109,804			1,854			2			5,285			5
Federal funds purchased and securities sold under agreements to repurchase2		815			453			429			1,093			1,148			362			80			(333	)		(29	)
Other short-term borrowed funds		1,856			1,505			2,004			2,762			3,211			351			23			(1,355	)		(42	)
Derivative liabilities1		310			242			159			320			659			68			28			(349	)		(53	)
Deferred taxes, net		571			744			740			744			714			(173	)		(23	)		(143	)		(20	)
Long-term borrowed funds		11,765			13,400			13,154			11,780			12,790			(1,635	)		(12	)		(1,025	)		(8	)
Other liabilities		1,660			1,668			1,244			1,627			1,447			(8	)		–			213			15
TOTAL LIABILITIES		132,066			131,247			131,343			130,438			129,773			819			1			2,293			2
STOCKHOLDERS’ EQUITY:
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented		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		18,781			18,768			18,761			18,751			18,722			13			–			59			–
Retained earnings		4,019			3,442			3,191			2,944			2,703			577			17			1,316			49
Treasury stock, at cost		(2,108	)		(1,773	)		(1,548	)		(1,418	)		(1,263	)		(335	)		(19	)		(845	)		(67	)
Accumulated other comprehensive loss		(675	)		(581	)		(593	)		(683	)		(668	)		(94	)		(16	)		(7	)		(1	)
TOTAL STOCKHOLDERS’ EQUITY		20,270			20,109			20,064			19,847			19,747			161			1			523			3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$152,336			$151,356			$151,407			$150,285			$149,520			$980			1	%		$2,816			2	%
Memo: Total tangible common equity		$13,489			$13,512			$13,463			$13,258			$13,154			($23	)		–	%		$335			3	%

¹ 2017 balances reflect changes in the treatment of variation margin on certain centrally cleared derivatives.

² Balances are net of certain short-term receivables associated with reverse repurchase agreements.

6

LOANS AND DEPOSITS

(in millions)

PERIOD END BALANCES	AS OF										DEC 31, 2017 CHANGE
	Dec 31, 2017		Sept 30, 2017		June 30, 2017		Mar 31, 2017		Dec 31, 2016		Sept 30, 2017						Dec 31, 2016
											$			%			$			%
LOANS AND LEASES:
Commercial		$37,562		$37,706		$37,329		$37,369		$37,274		($144	)		–	%		$288			1	%
Commercial real estate		11,308		11,426		11,213		10,915		10,624		(118	)		(1	)		684			6
Leases		3,161		3,249		3,346		3,608		3,753		(88	)		(3	)		(592	)		(16	)
Total commercial loans and leases		52,031		52,381		51,888		51,892		51,651		(350	)		(1	)		380			1
Residential mortgages		17,045		16,619		16,082		15,389		15,115		426			3			1,930			13
Home equity loans		1,392		1,483		1,606		1,730		1,858		(91	)		(6	)		(466	)		(25	)
Home equity lines of credit		13,483		13,555		13,696		13,812		14,100		(72	)		(1	)		(617	)		(4	)
Home equity loans serviced by others1		542		599		647		698		750		(57	)		(10	)		(208	)		(28	)
Home equity lines of credit serviced by others1		149		166		182		201		219		(17	)		(10	)		(70	)		(32	)
Automobile		13,204		13,311		13,449		13,636		13,938		(107	)		(1	)		(734	)		(5	)
Education2		8,134		8,014		7,720		7,242		6,610		120			1			1,524			23
Credit card		1,848		1,754		1,711		1,650		1,691		94			5			157			9
Other retail		2,789		2,269		2,065		1,861		1,737		520			23			1,052			61
Total retail loans		58,586		57,770		57,158		56,219		56,018		816			1			2,568			5
Total loans and leases		$110,617		$110,151		$109,046		$108,111		$107,669		$466			–	%		$2,948			3	%
Loans held for sale		$497		$500		$520		$448		$583		($3	)		(1	%)		($86	)		(15	%)
Other loans held for sale		221		724		187		221		42		(503	)		(69	)		179				NM
Loans and leases and loans held for sale		$111,335		$111,375		$109,753		$108,780		$108,294		($40	)		–	%		$3,041			3	%
DEPOSITS:
Demand		$29,279		$28,643		$27,814		$27,713		$28,472		$636			2	%		$807			3	%
Checking with interest		22,229		21,756		22,497		21,913		20,714		473			2			1,515			7
Regular savings		9,518		9,470		9,542		9,441		8,964		48			1			554			6
Money market accounts		37,454		37,070		38,275		37,833		38,176		384			1			(722	)		(2	)
Term deposits		16,609		16,296		15,485		15,212		13,478		313			2			3,131			23
Total deposits		$115,089		$113,235		$113,613		$112,112		$109,804		$1,854			2	%		$5,285			5	%

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 first quarter 2017, student loans were renamed to “education” loans.

7

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
AVERAGE BALANCES																4Q17 Change																		2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																$			%			$			%									$			%
ASSETS:
Interest-bearing cash and due from banks and deposits in banks		$1,528			$1,663			$2,081			$1,965			$1,979			($135	)		(8	%)		($451	)		(23	%)		$1,807			$1,931			($124	)		(6	%)
Taxable investment securities		25,678			25,588			25,732			25,789			25,680			90			–			(2	)		–			25,696			24,643			1,053			4
Non-taxable investment securities		6			7			7			7			8			(1	)		(14	)		(2	)		(25	)		7			8			(1	)		(13	)
Total investment securities		25,684			25,595			25,739			25,796			25,688			89			–			(4	)		–			25,703			24,651			1,052			4
Investment securities and interest-bearing deposits		27,212			27,258			27,820			27,761			27,667			(46	)		–			(455	)		(2	)		27,510			26,582			928			3
Commercial		37,713			37,448			37,846			37,517			36,965			265			1			748			2			37,631			35,652			1,979			6
Commercial real estate		11,396			11,401			11,086			10,821			10,294			(5	)		–			1,102			11			11,178			9,741			1,437			15
Leases		3,201			3,302			3,557			3,696			3,773			(101	)		(3	)		(572	)		(15	)		3,437			3,841			(404	)		(11	)
Total commercial loans and leases		52,310			52,151			52,489			52,034			51,032			159			–			1,278			3			52,246			49,234			3,012			6
Residential mortgages		16,794			16,323			15,646			15,285			14,896			471			3			1,898			13			16,017			14,005			2,012			14
Home equity loans		1,437			1,547			1,668			1,793			1,934			(110	)		(7	)		(497	)		(26	)		1,610			2,180			(570	)		(26	)
Home equity lines of credit		13,501			13,608			13,765			13,955			14,188			(107	)		(1	)		(687	)		(5	)		13,706			14,402			(696	)		(5	)
Home equity loans serviced by others1		564			618			668			719			774			(54	)		(9	)		(210	)		(27	)		642			867			(225	)		(26	)
Home equity lines of credit serviced by others1		156			173			188			207			228			(17	)		(10	)		(72	)		(32	)		181			281			(100	)		(36	)
Automobile		13,277			13,349			13,574			13,772			13,994			(72	)		(1	)		(717	)		(5	)		13,491			13,953			(462	)		(3	)
Education2		8,071			7,814			7,490			6,837			6,215			257			3			1,856			30			7,557			5,558			1,999			36
Credit cards		1,803			1,738			1,693			1,665			1,654			65			4			149			9			1,725			1,620			105			6
Other retail		2,537			2,163			1,959			1,798			1,619			374			17			918			57			2,117			1,288			829			64
Total retail loans		58,140			57,333			56,651			56,031			55,502			807			1			2,638			5			57,046			54,154			2,892			5
Total loans and leases		110,450			109,484			109,140			108,065			106,534			966			1			3,916			4			109,292			103,388			5,904			6
Loans held for sale, at fair value		482			503			465			510			551			(21	)		(4	)		(69	)		(13	)		490			425			65			15
Other loans held for sale		285			234			162			74			6			51			22			279			NM			190			141			49			35
Interest-earning assets		138,429			137,479			137,587			136,410			134,758			950			1			3,671			3			137,482			130,536			6,946			5
Allowance for loan and lease losses		(1,222	)		(1,220	)		(1,223	)		(1,235	)		(1,234	)		(2	)		–			12			1			(1,225	)		(1,227	)		2			–
Goodwill		6,887			6,887			6,882			6,876			6,876			–			–			11			–			6,883			6,876			7			–
Other noninterest-earning assets		7,017			6,866			6,632			6,735			6,915			151			2			102			1			6,813			6,998			(185	)		(3	)
TOTAL ASSETS		$151,111			$150,012			$149,878			$148,786			$147,315			$1,099			1	%		$3,796			3	%		$149,953			$143,183			$6,770			5	%
LIABILITIES AND STOCKHOLDERS’ EQUITY: LIABILITIES:
Checking with interest		$21,459			$21,909			$21,751			$20,699			$20,268			($450	)		(2	%)		$1,191			6	%		$21,458			$19,320			$2,138			11	%
Money market accounts		37,483			37,535			36,912			37,874			38,397			(52	)		–			(914	)		(2	)		37,450			37,106			344			1
Regular savings		9,473			9,491			9,458			9,110			8,826			(18	)		–			647			7			9,384			8,691			693			8
Term deposits		16,470			15,971			15,148			14,173			13,191			499			3			3,279			25			15,448			12,696			2,752			22
Total interest-bearing deposits		84,885			84,906			83,269			81,856			80,682			(21	)		–			4,203			5			83,740			77,813			5,927			8
Federal funds purchased and securities sold under agreements to repurchase3		685			733			808			882			1,024			(48	)		(7	)		(339	)		(33	)		776			947			(171	)		(18	)
Other short-term borrowed funds		2,432			1,624			2,275			2,963			3,428			808			50			(996	)		(29	)		2,321			3,207			(886	)		(28	)
Long-term borrowed funds		11,658			12,210			13,647			12,412			10,758			(552	)		(5	)		900			8			12,479			10,472			2,007			19
Total borrowed funds		14,775			14,567			16,730			16,257			15,210			208			1			(435	)		(3	)		15,576			14,626			950			6
Total interest-bearing liabilities		99,660			99,473			99,999			98,113			95,892			187			–			3,768			4			99,316			92,439			6,877			7
Total demand deposits		28,868			28,041			27,521			28,098			28,443			827			3			425			1			28,134			27,634			500			2
Other liabilities		2,712			2,523			2,452			2,868			3,088			189			7			(376	)		(12	)		2,637			3,165			(528	)		(17	)
TOTAL LIABILITIES		131,240			130,037			129,972			129,079			127,423			1,203			1			3,817			3			130,087			123,238			6,849			6
STOCKHOLDERS’ EQUITY		19,871			19,975			19,906			19,707			19,892			(104	)		(1	)		(21	)		–			19,866			19,945			(79	)		–
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$151,111			$150,012			$149,878			$148,786			$147,315			$1,099			1	%		$3,796			3	%		$149,953			$143,183			$6,770			5	%
Memo: Total average tangible common equity		$13,266			$13,376			$13,309			$13,115			$13,291			($110	)		(1	%)		($25	)		–	%		$13,267			$13,322			($55	)		–	%
Total deposits (interest-bearing and demand)		$113,753			$112,947			$110,790			$109,954			$109,125			$806			1	%		$4,628			4	%		$111,874			$105,447			$6,427			6	%

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 first quarter 2017, student loans were renamed “education” loans.

³ Balances are net of certain short-term receivables associated with reverse repurchase agreements.

8

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																									FULL YEAR
AVERAGE ANNUALIZED YIELDS AND RATES	4Q17					3Q17					2Q17					1Q17					4Q16					2017					2016
	Rate			Income/ Expense		Rate			Income/ Expense		Rate			Income/ Expense		Rate			Income/ Expense		Rate			Income/ Expense		Rate			Income/ Expense		Rate			Income/ Expense
INTEREST-EARNING ASSETS:
Interest-bearing deposits in banks		1.30	%		$5		1.14	%		$5		0.88	%		$5		0.63	%		$3		0.43	%		$2		0.96	%		$18		0.41	%		$8
Taxable investment securities		2.44			156		2.42			155		2.39			154		2.48			160		2.36			152		2.43			625		2.37			584
Non-taxable investment securities		2.60			–		2.60			–		2.60			–		2.60			–		2.60			–		2.60			–		2.60			–
Total investment securities		2.44			156		2.42			155		2.39			154		2.48			160		2.36			152		2.43			625		2.37			584
Investment securities and interest-bearing deposits					161					160					159					163					154					643					592
Commercial		3.65			352		3.61			344		3.40			326		3.33			312		3.22			304		3.50			1,334		3.13			1,136
Commercial real estate		3.80			110		3.69			108		3.47			97		3.21			87		2.98			78		3.55			402		2.81			278
Leases		2.48			20		2.54			21		2.50			22		2.47			23		2.32			22		2.50			86		2.41			93
Total commercial loans and leases		3.61			482		3.56			473		3.35			445		3.24			422		3.11			404		3.44			1,822		3.01			1,507
Residential mortgages		3.57			149		3.57			146		3.57			140		3.55			136		3.46			129		3.57			571		3.60			504
Home equity loans		5.60			20		5.72			22		5.74			24		5.66			25		5.66			28		5.68			91		5.64			123
Home equity lines of credit		3.97			135		3.93			135		3.68			126		3.43			118		3.21			114		3.75			514		3.18			457
Home equity loans serviced by others1		7.20			11		7.04			11		7.12			11		7.02			13		7.18			13		7.09			46		7.11			62
Home equity lines of credit serviced by others1		4.32			1		4.05			2		4.24			2		3.75			2		3.17			2		4.07			7		2.41			7
Automobile		3.39			114		3.31			111		3.23			110		3.16			107		3.03			107		3.27			442		2.94			411
Education2		5.43			111		5.36			106		5.26			98		5.23			88		5.11			80		5.33			403		5.08			282
Credit cards		10.46			47		10.69			47		10.71			45		11.16			46		11.14			46		10.75			185		11.22			181
Other retail		7.92			51		7.88			43		8.01			39		7.94			35		9.70			40		7.94			168		9.23			119
Total retail loans		4.37			639		4.32			623		4.21			595		4.11			570		4.01			559		4.25			2,427		3.96			2,146
Total loans and leases		4.01			1,121		3.96			1,096		3.80			1,040		3.69			992		3.58			963		3.87			4,249		3.51			3,653
Loans held for sale		3.70			5		3.69			5		3.60			4		3.31			4		3.29			5		3.58			18		3.40			15
Other loans held for sale		5.49			4		4.72			3		5.51			2		6.62			1		6.24			–		5.36			10		4.55			6
Total interest-earning assets		3.69			1,291		3.64			1,264		3.49			1,205		3.42			1,160		3.30			1,122		3.56			4,920		3.25			4,266
INTEREST-BEARING LIABILITIES:
Checking with interest		0.41			23		0.43			23		0.36			20		0.26			13		0.21			10		0.37			79		0.18			34
Money market accounts		0.61			58		0.57			54		0.49			45		0.44			41		0.39			39		0.53			198		0.36			133
Regular savings		0.05			1		0.04			1		0.04			1		0.04			1		0.04			–		0.04			4		0.04			4
Term deposits		1.18			48		1.09			45		0.97			36		0.89			31		0.82			27		1.04			160		0.78			99
Total interest-bearing deposits		0.61			130		0.58			123		0.49			102		0.43			86		0.38			76		0.53			441		0.35			270
Federal funds purchased and securities sold under agreements to repurchase3		0.45			1		0.50			1		0.37			–		0.24			1		0.23			–		0.38			3		0.22			2
Other short-term borrowed funds		1.58			9		1.55			7		1.23			7		1.05			8		0.81			7		1.32			31		1.22			40
Long-term borrowed funds		2.42			71		2.31			71		2.05			70		1.94			60		1.94			53		2.17			272		1.86			196
Total borrowed funds		2.19			81		2.14			79		1.86			77		1.68			69		1.57			60		1.96			306		1.62			238
Total interest-bearing liabilities		0.84			211		0.80			202		0.72			179		0.64			155		0.57			136		0.75			747		0.55			508
INTEREST RATE SPREAD		2.85					2.84					2.77					2.78					2.73					2.81					2.70
NET INTEREST MARGIN		3.08	%				3.05	%				2.97	%				2.96	%				2.90	%				3.02	%				2.86	%
Memo Total deposit costs		0.45	%		$130		0.43	%		$123		0.37	%		$102		0.32	%		$86		0.28	%		$76		0.39	%		$441		0.26	%		$270

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 first quarter 2017, student loans were renamed “education” loans.

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)

	FOURTH QUARTER 2017												THIRD QUARTER 2017											CHANGE
																								4Q17 from 3Q17
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1		Consolidated			$/bps			%
Net interest income		$682			$367			$31			$1,080			$674			$354			$34		$1,062			$18			2	%
Noninterest income		229			138			37			404			227			136			18		381			23			6
Total revenue		911			505			68			1,484			901			490			52		1,443			41			3
Noninterest expense		654			195			49			898			648			195			15		858			40			5
Profit before provision for credit losses		257			310			19			586			253			295			37		585			1			–
Provision for credit losses		76			(1	)		8			83			65			–			7		72			11			15
Income before income tax expense (benefit)		181			311			11			503			188			295			30		513			(10	)		(2	)
Income tax expense (benefit)		64			105			(332	)		(163	)		66			94			5		165			(328	)		(199	)
Net income		$117			$206			$343			$666			$122			$201			$25		$348			$318			91	%
Average Balances
Total assets		$60,911			$50,169			$40,031			$151,111			$60,012			$49,833			$40,167		$150,012			$1,099			1	%
Total loans and leases2		59,547			48,938			2,732			111,217			58,679			48,746			2,796		110,221			996			1
Deposits		75,154			31,514			7,085			113,753			75,085			30,751			7,111		112,947			806			1
Interest-earning assets		59,598			49,118			29,713			138,429			58,729			48,875			29,875		137,479			950			1
Key Metrics
Net interest margin		4.54	%		2.96	%		NM			3.08	%		4.55	%		2.88	%		NM		3.05	%		3	bps
Efficiency ratio		71.90			38.84			NM			60.52			71.88			39.39			NM		59.41			111	bps
Loans-to-deposits ratio (period-end balances)2		79.49			152.77			NM			96.74			78.59			160.45			NM		98.36			(162	) bps
Loans-to-deposits ratio (average balances)2		79.23			155.29			NM			97.77			78.15			158.52			NM		97.59			18	bps
Return on average total tangible assets		0.76			1.62			NM			1.83			0.81			1.60			NM		0.96			87	bps
Return on average tangible common equity3		8.29			14.15			NM			19.92			8.72			14.06			NM		10.13			979	bps

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

² Includes loans and leases held for sale.

³ Business 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 business operating segments based on economic capital.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FOURTH QUARTER 2017												FOURTH QUARTER 2016												CHANGE
																									4Q17 from 4Q16
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income		$682			$367			$31			$1,080			$639			$347			$–			$986			$94			10	%
Noninterest income		229			138			37			404			227			122			28			377			27			7
Total revenue		911			505			68			1,484			866			469			28			1,363			121			9
Noninterest expense		654			195			49			898			649			187			11			847			51			6
Profit before provision for credit losses		257			310			19			586			217			282			17			516			70			14
Provision for credit losses		76			(1	)		8			83			74			20			8			102			(19	)		(19	)
Income before income tax expense (benefit)		181			311			11			503			143			262			9			414			89			21
Income tax expense (benefit)		64			105			(332	)		(163	)		51			90			(9	)		132			(295	)		(223	)
Net income		$117			$206			$343			$666			$92			$172			$18			$282			$384			136	%
Average Balances
Total assets		$60,911			$50,169			$40,031			$151,111			$58,066			$48,024			$41,225			$147,315			$3,796			3	%
Total loans and leases2		59,547			48,938			2,732			111,217			56,711			47,010			3,370			107,091			4,126			4
Deposits		75,154			31,514			7,085			113,753			73,124			29,410			6,591			109,125			4,628			4
Interest-earning assets		59,598			49,118			29,713			138,429			56,764			47,070			30,924			134,758			3,671			3
Key Metrics
Net interest margin		4.54	%		2.96	%		NM			3.08	%		4.47	%		2.93	%		NM			2.90	%		18	bps
Efficiency ratio		71.90			38.84			NM			60.52			74.90			39.83			NM			62.18			(166	) bps
Loans-to-deposits ratio (period-end balances)2		79.49			152.77			NM			96.74			77.33			166.25			NM			98.62			(188	) bps
Loans-to-deposits ratio (average balances)2		79.23			155.29			NM			97.77			77.55			159.84			NM			98.14			(37	) bps
Return on average total tangible assets		0.76			1.62			NM			1.83			0.63			1.42			NM			0.79			104	bps
Return on average tangible common equity3		8.29			14.15			NM			19.92			6.97			12.94			NM			8.43			NM

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

² Includes loans and leases held for sale.

³ Business 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 business operating segments based on economic capital.

11

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FULL YEAR 2017												FULL YEAR 2016												CHANGE
																									2017 from 2016
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income		$2,651			$1,411			$111			$4,173			$2,443			$1,288			$27			$3,758			$415			11	%
Noninterest income		905			538			91			1,534			883			466			148			1,497			37			2
Total revenue		3,556			1,949			202			5,707			3,326			1,754			175			5,255			452			9
Noninterest expense		2,593			772			109			3,474			2,547			741			64			3,352			122			4
Profit before provision for credit losses		963			1,177			93			2,233			779			1,013			111			1,903			330			17
Provision for credit losses		265			19			37			321			243			47			79			369			(48	)		(13	)
Income before income tax expense (benefit)		698			1,158			56			1,912			536			966			32			1,534			378			25
Income tax expense (benefit)		246			384			(370	)		260			191			335			(37	)		489			(229	)		(47	)
Net income		$452			$774			$426			$1,652			$345			$631			$69			$1,045			$607			58	%
Average Balances
Total assets		$59,714			$49,747			$40,492			$149,953			$56,388			$47,159			$39,636			$143,183			$6,770			5	%
Total loans and leases2		58,371			48,655			2,946			109,972			55,052			45,903			2,999			103,954			6,018			6
Deposits		74,873			30,005			6,996			111,874			72,003			26,811			6,633			105,447			6,427			6
Interest-earning assets		58,422			48,802			30,258			137,482			55,101			45,978			29,457			130,536			6,946			5
Key Metrics
Net interest margin		4.54	%		2.89	%		NM			3.02	%		4.43	%		2.80	%		NM			2.86	%		16	bps
Efficiency ratio		72.93			39.62			NM			60.87			76.57			42.26			NM			63.80			(293	) bps
Loans-to-deposits ratio (period-end balances)2		79.49			152.77			NM			96.74			77.33			166.25			NM			98.62			(188	) bps
Loans-to-deposits ratio (average balances)2		77.96			162.16			NM			98.30			76.46			171.21			NM			98.58			(28	) bps
Return on average total tangible assets		0.76			1.56			NM			1.15			0.61			1.34			NM			0.76			39	bps
Return on average tangible common equity3		8.17			13.70			NM			12.35			6.68			12.44			NM			7.74			461	bps

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

² Includes loans and leases held for sale.

³ Business 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 business operating segments based on economic capital.

12

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
CONSUMER BANKING																4Q17 Change																		2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																$/bps			%			$/bps			%									$/bps			%
Net interest income		$682			$674			$657			$638			$639			$8			1	%		$43			7	%		$2,651			$2,443			$208			9	%
Noninterest income		229			227			229			220			227			2			1			2			1			905			883			22			2
Total revenue		911			901			886			858			866			10			1			45			5			3,556			3,326			230			7
Noninterest expense		654			648			644			647			649			6			1			5			1			2,593			2,547			46			2
Profit before provision for credit losses		257			253			242			211			217			4			2			40			18			963			779			184			24
Provision for credit losses		76			65			60			64			74			11			17			2			3			265			243			22			9
Income before income tax expense		181			188			182			147			143			(7	)		(4	)		38			27			698			536			162			30
Income tax expense		64			66			64			52			51			(2	)		(3	)		13			25			246			191			55			29
Net income		$117			$122			$118			$95			$92			($5	)		(4	%)		$25			27	%		$452			$345			$107			31	%
Average Balances
Total assets		$60,911			$60,012			$59,244			$58,660			$58,066			$899			1	%		$2,845			5	%		$59,714			$56,388			$3,326			6	%
Total loans1		59,547			58,679			57,922			57,309			56,711			868			1			2,836			5			58,371			55,052			3,319			6
Deposits		75,154			75,085			75,107			74,133			73,124			69			–			2,030			3			74,873			72,003			2,870			4
Interest-earning assets		59,598			58,729			57,973			57,361			56,764			869			1			2,834			5			58,422			55,101			3,321			6
Key Metrics
Net interest margin		4.54	%		4.55	%		4.54	%		4.51	%		4.47	%		(1	) bps					7	bps					4.54	%		4.43	%		11	bps
Efficiency ratio		71.90			71.88			72.64			75.41			74.90			2	bps					(300	) bps					72.93			76.57			(364	) bps
Loans-to-deposits ratio (period-end balances)1		79.49			78.59			77.16			75.66			77.33			90	bps					216	bps					79.49			77.33			216	bps
Loans-to-deposits ratio (average balances)1		79.23			78.15			77.12			77.31			77.55			108	bps					168	bps					77.96			76.46			150	bps
Return on average total tangible assets		0.76			0.81			0.80			0.66			0.63			(5	) bps					13	bps					0.76			0.61			15	bps
Return on average tangible common equity2		8.29			8.72			8.57			7.06			6.97			(43	) bps					132	bps					8.17			6.68			149	bps

¹ Includes loans held for sale.

² Business 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 business operating segments based on economic capital.

13

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																								FULL YEAR
COMMERCIAL BANKING															4Q17 Change															2017 Change
	4Q17		3Q17			2Q17			1Q17			4Q16			3Q17					4Q16					2017		2016			2016
															$/bps			%		$/bps			%							$/bps			%
Net interest income		$367		$354			$344			$346			$347			$13			4%		$20			6%		$1,411		$1,288			$123			10%
Noninterest income		138		136			130			134			122			2			1		16			13		538		466			72			15
Total revenue		505		490			474			480			469			15			3		36			8		1,949		1,754			195			11
Noninterest expense		195		195			192			190			187			–			–		8			4		772		741			31			4
Profit before provision for credit losses		310		295			282			290			282			15			5		28			10		1,177		1,013			164			16
Provision for credit losses		(1)		–			1			19			20			(1	)		100		(21	)		(105)		19		47			(28	)		(60)
Income before income tax expense		311		295			281			271			262			16			5		49			19		1,158		966			192			20
Income tax expense		105		94			94			91			90			11			12		15			17		384		335			49			15
Net income		$206		$201			$187			$180			$172			$5			2%		$34			20%		$774		$631			$143			23%
Average Balances
Total assets		$50,169		$49,833			$49,731			$49,243			$48,024			$336			1%		$2,145			4%		$49,747		$47,159			$2,588			5%
Total loans and leases1		48,938		48,746			48,772			48,154			47,010			192			–		1,928			4		48,655		45,903			2,752			6
Deposits		31,514		30,751			28,744			28,973			29,410			763			2		2,104			7		30,005		26,811			3,194			12
Interest-earning assets		49,118		48,875			48,923			48,283			47,070			243			–		2,048			4		48,802		45,978			2,824			6
Key Metrics
Net interest margin		2.96%		2.88	%		2.82	%		2.91	%		2.93	%		8	bps				3	bps				2.89%		2.80	%		9	bps
Efficiency ratio		38.84		39.39			40.48			39.80			39.83			(55	) bps				(99	) bps				39.62		42.26			(264	) bps
Loans-to-deposits ratio (period-end balances)1		152.77		160.45			158.39			165.09			166.25			(768	) bps				NM					152.77		166.25			NM
Loans-to-deposits ratio (average balances)1		155.29		158.52			169.68			166.20			159.84			(323	) bps				(455	) bps				162.16		171.21			(905	) bps
Return on average total tangible assets		1.62		1.60			1.51			1.48			1.42			2	bps				20	bps				1.56		1.34			22	bps
Return on average tangible common equity2		14.15		14.06			13.37			13.18			12.94			9	bps				121	bps				13.70		12.44			126	bps

¹ Includes loans and leases held for sale.

² Business 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 business operating segments based on economic capital.

14

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS																		FULL YEAR
OTHER1											4Q17 Change												2017 Change
	4Q17		3Q17		2Q17		1Q17		4Q16		3Q17				4Q16				2017		2016		2016
											$/bps		%		$/bps		%						$/bps		%
Net interest income		$31		$34		$25		$21		$–		($3)		(9%)		$31		100%		$111		$27		$84		NM
Noninterest income		37		18		11		25		28		19		106		9		32		91		148		(57)		(39)
Total revenue		68		52		36		46		28		16		31		40		143		202		175		27		15
Noninterest expense		49		15		28		17		11		34		227		38		NM		109		64		45		70
Profit before provision for credit losses		19		37		8		29		17		(18)		(49)		2		12		93		111		(18)		(16)
Provision for credit losses		8		7		9		13		8		1		14		–		–		37		79		(42)		(53)
Income (loss) before income tax (benefit) expense		11		30		(1)		16		9		(19)		(63)		2		22		56		32		24		75
Income tax (benefit) expense		(332)		5		(14)		(29)		(9)		(337)		NM		(323)		NM		(370)		(37)		(333)		NM
Net income		$343		$25		$13		$45		$18		$318		NM		$325		NM		$426		$69		$357		NM
Average Balances
Total assets		$40,031		$40,167		$40,903		$40,883		$41,225		($136)		–%		($1,194)		(3%)		$40,492		$39,636		$856		2%
Total loans and leases		2,732		2,796		3,073		3,186		3,370		(64)		(2)		(638)		(19)		2,946		2,999		(53)		(2)
Deposits		7,085		7,111		6,939		6,848		6,591		(26)		–		494		7		6,996		6,633		363		5
Interest-earning assets		29,713		29,875		30,691		30,766		30,924		(162)		(1)		(1,211)		(4)		30,258		29,457		801		3

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

15

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATED

(in millions, except ratio data)

	QUARTERLY TRENDS																							FULL YEAR
CONSOLIDATED																4Q17 Change																2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17					4Q16					2017			2016			2016
																$/bps			%		$/bps			%								$/bps			%
Net interest income		$1,080			$1,062			$1,026			$1,005			$986			$18			2%		$94			10%		$4,173			$3,758			$415			11%
Noninterest income		404			381			370			379			377			23			6		27			7		1,534			1,497			37			2
Total revenue		1,484			1,443			1,396			1,384			1,363			41			3		121			9		5,707			5,255			452			9
Noninterest expense		898			858			864			854			847			40			5		51			6		3,474			3,352			122			4
Profit before provision for credit losses		586			585			532			530			516			1			–		70			14		2,233			1,903			330			17
Provision for credit losses		83			72			70			96			102			11			15		(19	)		(19)		321			369			(48	)		(13)
Income before income tax (benefit) expense		503			513			462			434			414			(10	)		(2)		89			21		1,912			1,534			378			25
Income tax (benefit) expense		(163	)		165			144			114			132			(328	)		(199)		(295	)		(223)		260			489			(229	)		(47)
Net income		$666			$348			$318			$320			$282			$318			91%		$384			136%		$1,652			$1,045			$607			58%
Average Balances
Total assets		$151,111			$150,012			$149,878			$148,786			$147,315			$1,099			1%		$3,796			3%		$149,953			$143,183			$6,770			5%
Total loans and leases1		111,217			110,221			109,767			108,649			107,091			996			1		4,126			4		109,972			103,954			6,018			6
Deposits		113,753			112,947			110,790			109,954			109,125			806			1		4,628			4		111,874			105,447			6,427			6
Interest-earning assets		138,429			137,479			137,587			136,410			134,758			950			1		3,671			3		137,482			130,536			6,946			5
Key Metrics
Net interest margin		3.08	%		3.05	%		2.97	%		2.96	%		2.90	%		3	bps				18	bps				3.02	%		2.86	%		16	bps
Efficiency ratio		60.52			59.41			61.94			61.68			62.18			111	bps				(166	) bps				60.87			63.80			(293	) bps
Loans-to-deposits ratio (period-end balances)1		96.74			98.36			96.60			97.03			98.62			(162	) bps				(188	) bps				96.74			98.62			(188	) bps
Loans-to-deposits ratio (average balances)1		97.77			97.59			99.08			98.81			98.14			18	bps				(37	) bps				98.30			98.58			(28	) bps
Return on average total tangible assets		1.83			0.96			0.89			0.91			0.79			87	bps				104	bps				1.15			0.76			39	bps
Return on average tangible common equity		19.92			10.13			9.57			9.68			8.43			979	bps				NM					12.35			7.74			461	bps

¹ Includes loans and leases held for sale.

16

CREDIT-RELATED INFORMATION

(in millions)

	AS OF										DEC 31, 2017 CHANGE
	Dec 31, 2017		Sept 30, 2017		June 30, 2017		Mar 31, 2017		Dec 31, 2016		Sept 30, 2017						Dec 31, 2016
											$			%			$			%
CREDIT EXPOSURE:
Loans and leases:
Commercial		$37,562		$37,706		$37,329		$37,369		$37,274		($144	)		–	%		$288			1	%
Commercial real estate		11,308		11,426		11,213		10,915		10,624		(118	)		(1	)		684			6
Leases		3,161		3,249		3,346		3,608		3,753		(88	)		(3	)		(592	)		(16	)
Total commercial loans and leases		52,031		52,381		51,888		51,892		51,651		(350	)		(1	)		380			1
Residential mortgages		17,045		16,619		16,082		15,389		15,115		426			3			1,930			13
Home equity loans		1,392		1,483		1,606		1,730		1,858		(91	)		(6	)		(466	)		(25	)
Home equity lines of credit		13,483		13,555		13,696		13,812		14,100		(72	)		(1	)		(617	)		(4	)
Home equity loans serviced by others1		542		599		647		698		750		(57	)		(10	)		(208	)		(28	)
Home equity lines of credit serviced by others1		149		166		182		201		219		(17	)		(10	)		(70	)		(32	)
Automobile		13,204		13,311		13,449		13,636		13,938		(107	)		(1	)		(734	)		(5	)
Education2		8,134		8,014		7,720		7,242		6,610		120			1			1,524			23
Credit card		1,848		1,754		1,711		1,650		1,691		94			5			157			9
Other retail		2,789		2,269		2,065		1,861		1,737		520			23			1,052			61
Total retail loans		58,586		57,770		57,158		56,219		56,018		816			1			2,568			5
Total loans and leases		110,617		110,151		109,046		108,111		107,669		466			–			2,948			3
Derivative receivable:
Derivative receivable - commercial3		611		588		399		346		621		23			4			(10	)		(2	)
Derivative receivable - retail		6		8		9		11		6		(2	)		(25	)		–			–
Total derivative receivable		617		596		408		357		627		21			4			(10	)		(2	)
Total credit-related assets		111,234		110,747		109,454		108,468		108,296		487			–			2,938			3
Lending-related arrangements:
Undrawn commitments to extend credit - commercial		35,745		34,871		34,962		34,650		34,005		874			3			1,740			5
Financial standby letters of credit		2,036		2,080		2,053		1,912		1,892		(44	)		(2	)		144			8
Performance letters of credit		47		42		41		48		40		5			12			7			18
Commercial letters of credit		53		68		66		43		43		(15	)		(22	)		10			23
Marketing rights		41		41		42		44		44		–			–			(3	)		(7	)
Risk participation agreements		16		20		22		19		19		(4	)		(20	)		(3	)		(16	)
Total commercial lending-related arrangements		37,938		37,122		37,186		36,716		36,043		816			2			1,895			5
Undrawn commitments to extend credit - retail		27,214		27,063		27,026		28,160		26,867		151			1			347			1
Residential mortgage loans sold with recourse		7		7		8		8		8		–			–			(1	)		(13	)
Total retail lending-related arrangements		27,221		27,070		27,034		28,168		26,875		151			1			346			1
Total lending-related arrangements		65,159		64,192		64,220		64,884		62,918		967			2			2,241			4
Total credit exposure		$176,393		$174,939		$173,674		$173,352		$171,214		$1,454			1	%		$5,179			3	%
Memo: Total credit exposure by product:
Commercial exposure		$90,580		$90,091		$89,473		$88,954		$88,315		$489			1	%		$2,265			3	%
Retail exposure		85,813		84,848		84,201		84,398		82,899		965			1			2,914			4
Total credit exposure		$176,393		$174,939		$173,674		$173,352		$171,214		$1,454			1	%		$5,179			3	%

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 first quarter 2017, student loans were renamed to “education” loans.

³ 2017 balances reflect changes in the treatment of variation margin on certain centrally cleared derivatives.

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

	AS OF															DEC 31, 2017 CHANGE
	Dec 31, 2017			Sept 30, 2017			June 30, 2017			Mar 31, 2017			Dec 31, 2016			Sept 30, 2017						Dec 31, 2016
																$/bps			%			$/bps			%
NONPERFORMING ASSETS:
Commercial		$238			$297			$376			$367			$322			($59	)		(20	%)		($84	)		(26	%)
Commercial real estate		27			28			38			46			50			(1	)		(4	)		(23	)		(46	)
Leases		–			–			–			–			15			–			–			(15	)		(100	)
Total commercial loans and leases		265			325			414			413			387			(60	)		(18	)		(122	)		(32	)
Residential mortgages		128			124			135			142			144			4			3			(16	)		(11	)
Home equity loans		72			76			81			89			98			(4	)		(5	)		(26	)		(27	)
Home equity lines of credit		233			236			235			238			243			(3	)		(1	)		(10	)		(4	)
Home equity loans serviced by others1		25			26			27			29			32			(1	)		(4	)		(7	)		(22	)
Home equity lines of credit serviced by others1		18			21			25			30			33			(3	)		(14	)		(15	)		(45	)
Automobile		70			66			55			52			50			4			6			20			40
Education2		38			38			35			38			38			–			–			–			–
Credit card		17			15			15			16			16			2			13			1			6
Other retail		5			5			3			3			4			–			–			1			25
Total retail loans		606			607			611			637			658			(1	)		–			(52	)		(8	)
Nonperforming loans and leases		871			932			1,025			1,050			1,045			(61	)		(7	)		(174	)		(17	)
Commercial		$–			$–			$–			$–			$–			$–			–	%		$–			–	%
Retail		36			37			37			45			49			(1	)		(3	)		(13	)		(27	)
Other nonperforming assets		36			37			37			45			49			(1	)		(3	)		(13	)		(27	)
Nonperforming assets		$907			$969			$1,062			$1,095			$1,094			($62	)		(6	%)		($187	)		(17	%)
NONPERFORMING ASSETS BY PRODUCT:
Commercial		$265			$325			$414			$413			$387			($60	)		(18	%)		($122	)		(32	%)
Retail		642			644			648			682			707			(2	)		–			(65	)		(9	)
Total nonperforming assets		$907			$969			$1,062			$1,095			$1,094			($62	)		(6	%)		($187	)		(17	%)
ASSET QUALITY RATIOS:
Allowance for loan and lease losses to loans and leases		1.12	%		1.11	%		1.12	%		1.13	%		1.15	%		1	bps					(3	) bps
Allowance for loan and lease losses to nonperforming loans and leases		141.96			131.35			118.98			116.60			118.32			NM						NM
Nonperforming loans and leases to loans and leases		0.79			0.85			0.94			0.97			0.97			(6	) bps					(18	) bps
Nonperforming assets to total assets		0.60			0.64			0.70			0.73			0.73			(4	) bps					(13	) 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 first quarter 2017, student loans were renamed “education” loans.

18

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
																4Q17 Change																		2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																$			%			$			%									$			%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS:
Commercial		$15			$3			$24			$20			$19			$12			NM			($4	)		(21	%)		$62			$56			$6			11	%
Commercial real estate		–			9			–			4			1			(9	)		(100	)		(1	)		(100	)		13			14			(1	)		(7	)
Leases		–			–			–			–			6			–			–			(6	)		(100	)		–			9			(9	)		(100	)
Total commercial loans and leases		15			12			24			24			26			3			25			(11	)		(42	)		75			79			(4	)		(5	)
Residential mortgages		2			3			3			3			6			(1	)		(33	)		(4	)		(67	)		11			21			(10	)		(48	)
Home equity loans		2			4			3			2			3			(2	)		(50	)		(1	)		(33	)		11			16			(5	)		(31	)
Home equity lines of credit		7			8			9			10			10			(1	)		(13	)		(3	)		(30	)		34			43			(9	)		(21	)
Home equity loans serviced by others1		3			3			4			5			9			–			–			(6	)		(67	)		15			38			(23	)		(61	)
Home equity lines of credit serviced by others1		–			1			1			3			2			(1	)		(100	)		(2	)		(100	)		5			12			(7	)		(58	)
Automobile		50			46			41			44			50			4			9			–			–			181			160			21			13
Education2		19			13			14			13			16			6			46			3			19			59			52			7			13
Credit card		15			15			15			16			15			–			–			–			–			61			58			3			5
Other retail		18			15			14			13			15			3			20			3			20			60			57			3			5
Total retail loans		116			108			104			109			126			8			7			(10	)		(8	)		437			457			(20	)		(4	)
Total gross charge-offs		$131			$120			$128			$133			$152			$11			9	%		($21	)		(14	%)		$512			$536			($24	)		(4	%)
GROSS RECOVERIES:
Commercial		$13			$12			$7			$5			$8			$1			8	%		$5			63	%		$37			$21			$16			76	%
Commercial real estate		–			–			3			–			2			–			–			(2	)		(100	)		3			12			(9	)		(75	)
Leases		–			–			–			–			–			–			–			–			–			–			–			–			–
Total commercial loans and leases		13			12			10			5			10			1			8			3			30			40			33			7			21
Residential mortgages		1			2			2			1			2			(1	)		(50	)		(1	)		(50	)		6			9			(3	)		(33	)
Home equity loans		3			4			3			3			3			(1	)		(25	)		–			–			13			18			(5	)		(28	)
Home equity lines of credit		4			4			4			4			4			–			–			–			–			16			18			(2	)		(11	)
Home equity loans serviced by others1		4			5			5			4			4			(1	)		(20	)		–			–			18			19			(1	)		(5	)
Home equity lines of credit serviced by others1		1			2			2			2			1			(1	)		(50	)		–			–			7			6			1			17
Automobile		18			18			19			18			16			–			–			2			13			73			65			8			12
Education2		5			3			3			4			2			2			67			3			150			15			11			4			36
Credit card		1			2			2			2			2			(1	)		(50	)		(1	)		(50	)		7			8			(1	)		(13	)
Other retail		3			3			3			3			4			–			–			(1	)		(25	)		12			14			(2	)		(14	)
Total retail loans		40			43			43			41			38			(3	)		(7	)		2			5			167			168			(1	)		(1	)
Total gross recoveries		$53			$55			$53			$46			$48			($2	)		(4	%)		$5			10	%		$207			$201			$6			3	%
NET CHARGE-OFFS (RECOVERIES):
Commercial		$2			($9	)		$17			$15			$11			$11			122	%		($9	)		(82	%)		$25			$35			($10	)		(29	%)
Commercial real estate		–			9			(3	)		4			(1	)		(9	)		(100	)		1			100			10			2			8			NM
Leases		–			–			–			–			6			–			–			(6	)		(100	)		–			9			(9	)		(100	)
Total commercial loans and leases		2			–			14			19			16			2			100			(14	)		(88	)		35			46			(11	)		(24	)
Residential mortgages		1			1			1			2			4			–			–			(3	)		(75	)		5			12			(7	)		(58	)
Home equity loans		(1	)		–			–			(1	)		–			(1	)		100			(1	)		100			(2	)		(2	)		–			–
Home equity lines of credit		3			4			5			6			6			(1	)		(25	)		(3	)		(50	)		18			25			(7	)		(28	)
Home equity loans serviced by others1		(1	)		(2	)		(1	)		1			5			1			50			(6	)		(120	)		(3	)		19			(22	)		(116	)
Home equity lines of credit serviced by others1		(1	)		(1	)		(1	)		1			1			–			–			(2	)		(200	)		(2	)		6			(8	)		(133	)
Automobile		32			28			22			26			34			4			14			(2	)		(6	)		108			95			13			14
Education2		14			10			11			9			14			4			40			–			–			44			41			3			7
Credit card		14			13			13			14			13			1			8			1			8			54			50			4			8
Other retail		15			12			11			10			11			3			25			4			36			48			43			5			12
Total retail loans		76			65			61			68			88			11			17			(12	)		(14	)		270			289			(19	)		(7	)
Total net charge-offs (recoveries)		$78			$65			$75			$87			$104			$13			20	%		($26	)		(25	%)		$305			$335			($30	)		(9	%)

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 first quarter 2017, student loans were renamed “education” loans.

19

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																											FULL YEAR
																4Q17 Change																		2017 Change
	4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																$/bps			%			$/bps			%									$/bps			%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.02	%		(0.09	%)		0.17	%		0.17	%		0.13	%		11	bps					(11	) bps					0.07	%		0.10	%		(3	) bps
Commercial real estate		(0.01	)		0.33			(0.10	)		0.14			(0.08	)		(34	) bps					7	bps					0.09			0.02			7	bps
Leases		–			–			–			–			0.65			–	bps					(65	) bps					–			0.23			(23	) bps
Total commercial loans and leases		0.01			0.01			0.10			0.15			0.13			–	bps					(12	) bps					0.07			0.09			(2	) bps
Residential mortgages		0.01			0.03			0.02			0.06			0.10			(2	) bps					(9	) bps					0.03			0.08			(5	) bps
Home equity loans		(0.40	)		(0.05	)		0.07			(0.21	)		(0.02	)		(35	) bps					(38	) bps					(0.14	)		(0.07	)		(7	) bps
Home equity lines of credit		0.07			0.12			0.16			0.17			0.19			(5	) bps					(12	) bps					0.13			0.18			(5	) bps
Home equity loans serviced by others1		0.92			(0.99	)		(0.58	)		0.37			2.36			191	bps					(144	) bps					(0.49	)		2.18			(267	) bps
Home equity lines of credit serviced by others1		1.01			(2.51	)		(0.02	)		2.25			2.34			352	bps					(133	) bps					(0.68	)		2.15			(283	) bps
Automobile		0.95			0.83			0.65			0.77			0.96			12	bps					(1	) bps					0.80			0.68			12	bps
Education2		0.75			0.48			0.56			0.55			0.86			27	bps					(11	) bps					0.59			0.73			(14	) bps
Credit card		2.95			2.93			3.20			3.36			3.15			2	bps					(20	) bps					3.10			3.06			4	bps
Other retail		2.50			2.13			2.29			2.30			2.61			37	bps					(11	) bps					2.31			3.31			(100	) bps
Total retail loans		0.52			0.44			0.44			0.49			0.63			8	bps					(11	) bps					0.47			0.53			(6	) bps
Total loans and leases		0.28	%		0.24	%		0.28	%		0.33	%		0.39	%		4	bps					(11	) bps					0.28	%		0.32	%		(4	) bps
Memo: Average loans:
Commercial		$37,713			$37,448			$37,846			$37,517			$36,965			$265			1	%		$748			2	%		37,631			$35,652			$1,979			6	%
Commercial real estate		11,396			11,401			11,086			10,821			10,294			(5	)		–			1,102			11			11,178			9,741			1,437			15
Leases		3,201			3,302			3,557			3,696			3,773			(101	)		(3	)		(572	)		(15	)		3,437			3,841			(404	)		(11	)
Total commercial loans and leases		52,310			52,151			52,489			52,034			51,032			159			–			1,278			3			52,246			49,234			3,012			6
Residential mortgages		16,794			16,323			15,646			15,285			14,896			471			3			1,898			13			16,017			14,005			2,012			14
Home equity loans		1,437			1,547			1,668			1,793			1,934			(110	)		(7	)		(497	)		(26	)		1,610			2,180			(570	)		(26	)
Home equity lines of credit		13,501			13,608			13,765			13,955			14,188			(107	)		(1	)		(687	)		(5	)		13,706			14,402			(696	)		(5	)
Home equity loans serviced by others1		564			618			668			719			774			(54	)		(9	)		(210	)		(27	)		642			867			(225	)		(26	)
Home equity lines of credit serviced by others1		156			173			188			207			228			(17	)		(10	)		(72	)		(32	)		181			281			(100	)		(36	)
Automobile		13,277			13,349			13,574			13,772			13,994			(72	)		(1	)		(717	)		(5	)		13,491			13,953			(462	)		(3	)
Education2		8,071			7,814			7,490			6,837			6,215			257			3			1,856			30			7,557			5,558			1,999			36
Credit card		1,803			1,738			1,693			1,665			1,654			65			4			149			9			1,725			1,620			105			6
Other retail		2,537			2,163			1,959			1,798			1,619			374			17			918			57			2,117			1,288			829			64
Total retail loans		58,140			57,333			56,651			56,031			55,502			807			1			2,638			5			57,046			54,154			2,892			5
Total loans and leases		$110,450			$109,484			$109,140			$108,065			$106,534			$966			1	%		$3,916			4	%		$109,292			$103,388			$5,904			6	%

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 first quarter 2017, student loans were renamed “education” loans.

20

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																								FULL YEAR
													4Q17 Change																2017 Change
	4Q17			3Q17		2Q17			1Q17		4Q16		3Q17						4Q16						2017		2016		2016
													$			%			$			%							$			%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning		$1,224			$1,219		$1,224			$1,236		$1,240		$5			–	%		($16	)		(1	%)		$1,236		$1,216		$20			2	%
Charge-offs:
Commercial		15			12		24			24		26		3			25			(11	)		(42	)		75		79		(4	)		(5	)
Retail		116			108		104			109		126		8			7			(10	)		(8	)		437		457		(20	)		(4	)
Total charge-offs		131			120		128			133		152		11			9			(21	)		(14	)		512		536		(24	)		(4	)
Recoveries:
Commercial		13			12		10			5		10		1			8			3			30			40		33		7			21
Retail		40			43		43			41		38		(3	)		(7	)		2			5			167		168		(1	)		(1	)
Total recoveries		53			55		53			46		48		(2	)		(4	)		5			10			207		201		6			3
Net charge-offs		78			65		75			87		104		13			20			(26	)		(25	)		305		335		(30	)		(9	)
Provision for loan and lease losses:
Commercial1		49			24		(25	)		9		24		25			104			25			104			57		113		(56	)		(50	)
Retail1		41			46		95			66		76		(5	)		(11	)		(35	)		(46	)		248		242		6			2
Total provision for loan and lease losses		90			70		70			75		100		20			29			(10	)		(10	)		305		355		(50	)		(14	)
Allowance for loan and lease losses - ending		$1,236			$1,224		$1,219			$1,224		$1,236		$12			1	%		$–			–	%		$1,236		$1,236		$–			–	%
Reserve for unfunded lending commitments - beginning		$95			$93		$93			$72		$70		$2			2	%		$25			36	%		$72		$58		$14			24	%
Provision for unfunded lending commitments		(7	)		2		–			21		2		(9	)		NM			(9	)		NM			16		14		2			14
Reserve for unfunded lending commitments - ending		$88			$95		$93			$93		$72		($7	)		(7	%)		$16			22	%		$88		$72		$16			22	%
Total allowance for credit losses - ending		$1,324			$1,319		$1,312			$1,317		$1,308		$5			–	%		$16			1	%		$1,324		$1,308		$16			1	%
Memo: Total allowance for credit losses by product:
Commercial		$773			$733		$707			$746		$735		$40			5	%		$38			5	%		$773		$735		$38			5	%
Retail		551			586		605			571		573		(35	)		(6	)		(22	)		(4	)		551		573		(22	)		(4	)
Total allowance for credit losses		$1,324			$1,319		$1,312			$1,317		$1,308		$5			–	%		$16			1	%		$1,324		$1,308		$16			1	%

¹ 4Q17 QTD and 2017 YTD provision for loan and lease losses included an increase of approximately $50 million to commercial and corresponding decrease to retail for the impact of the enhancement to the assessment of qualitative risks, factors and events that may not be measured in the modeled results.

21

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF																											FULL YEAR
																DEC 31, 2017 CHANGE																2017 Change
	Dec 31, 2017			Sept 30, 2017			June 30, 2017			Mar 31, 2017			Dec 31, 2016			Sept 30, 2017						Dec 31, 2016						2017		2016		2016
																$			%			$			%							$		%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)1:
CET1 capital		$14,164			$14,093			$14,057			$13,941			$13,822			$71			1	%		$342			2	%
Tier 1 capital		14,411			14,340			14,304			14,188			14,069			71			–			342			2
Total capital		17,636			17,560			17,586			17,475			17,347			76			–			289			2
Risk-weighted assets		127,614			127,203			125,774			124,881			123,857			411			–			3,757			3
Adjusted average assets2		145,523			144,500			144,404			143,430			141,677			1,023			1			3,846			3
CET1 capital ratio		11.1	%		11.1	%		11.2	%		11.2	%		11.2	%
Tier 1 capital ratio		11.3			11.3			11.4			11.4			11.4
Total capital ratio		13.8			13.8			14.0			14.0			14.0
Tier 1 leverage ratio		9.9			9.9			9.9			9.9			9.9
Pro forma Basel III fully phased-in common equity tier 1 capital ratio		11.1			11.1			11.2			11.1			11.1
TANGIBLE COMMON EQUITY (PERIOD-END):
Common stockholders’ equity		$20,023			$19,862			$19,817			$19,600			$19,499			$161			1	%		$524			3	%		$20,023		$19,499		$524	3%
Less: Goodwill		6,887			6,887			6,887			6,876			6,876			–			–			11			–			6,887		6,876		11	–
Less: Other intangible assets		2			2			2			–			1			–			–			1			100			2		1		1	100
Add: Deferred tax liabilities3		355			539			535			534			532			(184	)		(34	)		(177	)		(33	)		355		532		(177)	(33)
Total tangible common equity		$13,489			$13,512			$13,463			$13,258			$13,154			($23	)		–	%		$335			3	%		$13,489		$13,154		$335	3%
TANGIBLE COMMON EQUITY (AVERAGE):
Common stockholders’ equity		$19,624			$19,728			$19,659			$19,460			$19,645			($104	)		(1	%)		($21	)		–	%		$19,618		$19,698		($80)	–%
Less: Goodwill		6,887			6,887			6,882			6,876			6,876			–			–			11			–			6,883		6,876		7	–
Less: Other intangible assets		2			2			2			–			1			–			–			1			100			2		2		–	–
Add: Deferred tax liabilities3		531			537			534			531			523			(6	)		(1	)		8			2			534		502		32	6
Total tangible common equity		$13,266			$13,376			$13,309			$13,115			$13,291			($110	)		(1	%)		($25	)		–	%		$13,267		$13,322		($55)	–%
INTANGIBLE ASSETS (PERIOD-END):
Goodwill		$6,887			$6,887			$6,887			$6,876			$6,876			$–			–	%		$11			–	%		$6,887		$6,876		$11	–%
Other intangible assets		2			2			2			–			1			–			–			1			100			2		1		1	100
Total intangible assets		$6,889			$6,889			$6,889			$6,876			$6,877			$–			–	%		$12			–	%		$6,889		$6,877		$12	–%

¹ U.S. 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 U.S. Basel III standardized transitional approach. Per the final transition provision rule issued by banking regulators on November 21, 2017, U.S. Basel III ratio definitions impacting risk weighted assets and qualifying U.S. Basel III capital will be fully phased-in as of January 1, 2018.

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.

22

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 (U.S. Basel III Standardized 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” results, which are non-GAAP measures, exclude certain items, as applicable, 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”, “total credit-related costs”, “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 our “Adjusted” or “Underlying” results in any period do not reflect our operational performance in that period and, accordingly, it is useful to consider our GAAP results and our “Adjusted” or “Underlying” results together. 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.

23

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

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

		QUARTERLY TRENDS																									FULL YEAR
															4Q17 Change																		2017 Change
		4Q17			3Q17		2Q17			1Q17			4Q16		3Q17						4Q16						2017			2016			2016
															$			%			$			%									$			%
Noninterest income, Adjusted/Underlying:
Noninterest income (GAAP)			$404			$381		$370			$379			$377		$23			6	%		$27			7	%		$1,534			$1,497			$37			2	%
Less: Notable items			17			–		(11	)		–			–		17			100			17			100			6			67			(61	)		(91	)
Noninterest income, Adjusted/Underlying (non-GAAP)			$387			$381		$381			$379			$377		$6			2	%		$10			3	%		$1,528			$1,430			$98			7	%
Total revenue, Adjusted/Underlying:
Total revenue (GAAP)	A		$1,484			$1,443		$1,396			$1,384			$1,363		$41			3	%		$121			9	%		$5,707			$5,255			$452			9	%
Less: Notable items			17			–		(11	)		–			–		17			100			17			100			6			67			(61	)		(91	)
Total revenue, Adjusted/Underlying (non-GAAP)	B		$1,467			$1,443		$1,407			$1,384			$1,363		$24			2	%		$104			8	%		$5,701			$5,188			$513			10	%
Noninterest expense, Adjusted/Underlying:
Noninterest expense (GAAP)	C		$898			$858		$864			$854			$847		$40			5	%		$51			6	%		$3,474			$3,352			$122			4	%
Less: Notable items			40			–		15			–			–		40			100			40			100			55			36			19			53
Noninterest expense, Adjusted/Underlying (non-GAAP)	D		$858			$858		$849			$854			$847		$–			—	%		$11			1	%		$3,419			$3,316			$103			3	%
Pre-provision profit:
Total revenue (GAAP)	A		$1,484			$1,443		$1,396			$1,384			$1,363		$41			3	%		$121			9	%		$5,707			$5,255			$452			9	%
Less: Noninterest expense (GAAP)	C		898			858		864			854			847		40			5			51			6			3,474			3,352			122			4
Pre-provision profit (GAAP)			$586			$585		$532			$530			$516		$1			—	%		$70			14	%		$2,233			$1,903			$330			17	%
Pre-provision profit, Adjusted/Underlying:
Total revenue, Adjusted/Underlying (non-GAAP)	B		$1,467			$1,443		$1,407			$1,384			$1,363		$24			2	%		$104			8	%		$5,701			$5,188			$513			10	%
Less: Noninterest expense, Adjusted/Underlying (non-GAAP)	D		858			858		849			854			847		–			–			11			1			3,419			3,316			103			3
Pre-provision profit, Adjusted/Underlying (non-GAAP)			$609			$585		$558			$530			$516		$24			4	%		$93			18	%		$2,282			$1,872			$410			22	%
Total credit-related costs, Adjusted/Underlying:
Provision for credit losses (GAAP)			$83			$72		$70			$96			$102		$11			15	%		($19	)		(19	%)		$321			$369			($48	)		(13	%)
Add: Lease impairment credit-related costs			–			–		26			–			–		–			–			–			–			26			–			26			100
Total credit-related costs, Adjusted/Underlying (non-GAAP)			$83			$72		$96			$96			$102		$11			15	%		($19	)		(19	%)		$347			$369			($22	)		(6	%)
Income before income tax expense, Adjusted/Underlying:
Income before income tax expense (GAAP)	E		$503			$513		$462			$434			$414		($10	)		(2	%)		$89			21	%		$1,912			$1,534			$378			25	%
Less: Income before income tax expense (benefit) related to notable items			(23	)		–		–			–			–		(23	)		(100	)		(23	)		(100	)		(23	)		31			(54	)		(174	)
Income before income tax expense, Adjusted/Underlying (non-GAAP)	F		$526			$513		$462			$434			$414		$13			3	%		$112			27	%		$1,935			$1,503			$432			29	%
Income tax expense, Adjusted/Underlying:
Income tax expense (GAAP)	G		($163	)		$165		$144			$114			$132		($328	)		(199	%)		($295	)		(223	%)		$260			$489			($229	)		(47	%)
Less: Income tax expense (benefit) related to notable/Underlying items			(340	)		–		–			(23	)		–		(340	)		(100	)		(340	)		(100	)		(363	)		12			(375	)		NM
Income tax expense, Adjusted/Underlying (non-GAAP)	H		$177			$165		$144			$137			$132		$12			7	%		$45			34	%		$623			$477			$146			31	%
Net income, Adjusted/Underlying:
Net income (GAAP)	I		$666			$348		$318			$320			$282		$318			91	%		$384			136	%		$1,652			$1,045			$607			58	%
Add: Notable items, net of income tax expense (benefit)			(317	)		–		–			(23	)		–		(317	)		(100	)		(317	)		(100	)		(340	)		(19	)		(321	)		NM
Net income, Adjusted/Underlying (non-GAAP)	J		$349			$348		$318			$297			$282		$1			–	%		$67			24	%		$1,312			$1,026			$286			28	%
Net income available to common stockholders, Adjusted/Underlying:
Net income available to common stockholders (GAAP)	K		$666			$341		$318			$313			$282		$325			95	%		$384			136	%		$1,638			$1,031			$607			59	%
Add: Notable items, net of income tax expense (benefit)			(317	)		–		–			(23	)		–		(317	)		(100	)		(317	)		(100	)		(340	)		(19	)		(321	)		NM
Net income available to common stockholders, Adjusted/Underlying (non-GAAP)	L		$349			$341		$318			$290			$282		$8			2	%		$67			24	%		$1,298			$1,012			$286			28	%

24

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q17 Change																		2017 Change
		4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																	$/bps			%			$/bps			%									$/bps			%
Operating leverage:
Total revenue (GAAP)	A		$1,484			$1,443			$1,396			$1,384			$1,363			$41			2.86	%		$121			8.93	%		$5,707			$5,255			$452			8.61	%
Less: Noninterest expense (GAAP)	C		898			858			864			854			847			40			4.79			51			6.03			3,474			3,352			122			3.63
Operating leverage																					(1.93	%)					2.90	%											4.98	%
Operating leverage, Adjusted/Underlying:
Total revenue, Adjusted/Underlying (non-GAAP)	B		$1,467			$1,443			$1,407			$1,384			$1,363			$24			1.68	%		$104			7.67	%		$5,701			$5,188			$513			9.90	%
Less: Noninterest expense, Adjusted/Underlying (non-GAAP)	D		858			858			849			854			847			–			0.12			11			1.31			3,419			3,316			103			3.10
Operating leverage, Adjusted/Underlying (non-GAAP)																					1.56	%					6.36	%											6.80	%
Efficiency ratio and efficiency ratio, Adjusted/Underlying:
Efficiency ratio	C/A		60.52	%		59.41	%		61.94	%		61.68	%		62.18	%		111	bps					(166	) bps					60.87	%		63.80	%		(293	) bps
Efficiency ratio, Adjusted/Underlying (non-GAAP)	D/B		58.50			59.41			60.36			61.68			62.18			(91	) bps					(368	) bps					59.96			63.92			(396	) bps
Effective income tax rate and effective income tax rate, Adjusted/Underlying:
Effective income tax rate	G/E		(32.40	)%		32.18	%		31.13	%		26.36	%		31.90	%		NM						NM						13.62	%		31.88	%		NM
Effective income tax rate, Adjusted/Underlying	H/F		33.68			32.18			31.13			31.56			31.90			150	bps					178	bps					32.20			31.74			46	bps
Return on average common equity and return on average common equity, Adjusted/Underlying:
Average common equity (GAAP)	M		$19,624			$19,728			$19,659			$19,460			$19,645			($104	)		(1	%)		($21	)		–	%		$19,618			$19,698			($80	)		–	%
Return on average common equity	K/M		13.46	%		6.87	%		6.48	%		6.52	%		5.70	%		659	bps					776	bps					8.35	%		5.23	%		312	bps
Return on average common equity, Adjusted/Underlying (non-GAAP)	L/M		7.05			6.87			6.48			6.05			5.70			18	bps					135	bps					6.62			5.14			148	bps
Return on average tangible common equity and return on average tangible common equity, Adjusted/Underlying:
Average common equity (GAAP)	M		$19,624			$19,728			$19,659			$19,460			$19,645			($104	)		(1	%)		($21	)		–	%		$19,618			$19,698			($80	)		–	%
Less: Average goodwill (GAAP)			6,887			6,887			6,882			6,876			6,876			–			–			11			–			6,883			6,876			7			–
Less: Average other intangibles (GAAP)			2			2			2			–			1			–			–			1			100			2			2			–			–
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			537			534			531			523			(6	)		(1	)		8			2			534			502			32			6
Average tangible common equity	N		$13,266			$13,376			$13,309			$13,115			$13,291			($110	)		(1	%)		($25	)		–	%		$13,267			$13,322			($55	)		–	%
Return on average tangible common equity	K/N		19.92	%		10.13	%		9.57	%		9.68	%		8.43	%		979	bps					1,149	bps					12.35	%		7.74	%		461	bps
Return on average tangible common equity, Adjusted/Underlying (non-GAAP)	L/N		10.43			10.13			9.57			8.98			8.43			30	bps					200	bps					9.79			7.60			219	bps
Return on average total assets and return on average total assets, Adjusted/Underlying:
Average total assets (GAAP)	O		$151,111			$150,012			$149,878			$148,786			$147,315			$1,099			1	%		$3,796			3	%		$149,953			$143,183			$6,770			5	%
Return on average total assets	I/O		1.75	%		0.92	%		0.85	%		0.87	%		0.76	%		83	bps					99	bps					1.10	%		0.73	%		37	bps
Return on average total assets, Adjusted/Underlying (non-GAAP)	J/O		0.92			0.92			0.85			0.81			0.76			–	bps					16	bps					0.88			0.72			16	bps
Return on average total tangible assets and return on average total tangible assets, Adjusted/Underlying:
Average total assets (GAAP)	O		$151,111			$150,012			$149,878			$148,786			$147,315			$1,099			1	%		$3,796			3	%		$149,953			$143,183			$6,770			5	%
Less: Average goodwill (GAAP)			6,887			6,887			6,882			6,876			6,876			–			–			11			–			6,883			6,876			7			–
Less: Average other intangibles (GAAP)			2			2			2			–			1			–			–			1			100			2			2			–			–
Add: Average deferred tax liabilities related to goodwill (GAAP)			531			537			534			531			523			(6	)		(1	)		8			2			534			502			32			6
Average tangible assets	P		$144,753			$143,660			$143,528			$142,441			$140,961			$1,093			1	%		$3,792			3	%		$143,602			$136,807			$6,795			5	%
Return on average total tangible assets	I/P		1.83	%		0.96	%		0.89	%		0.91	%		0.79	%		87	bps					104	bps					1.15	%		0.76	%		39	bps
Return on average total tangible assets, Adjusted/Underlying (non-GAAP)	J/P		0.96			0.96			0.89			0.85			0.79			–	bps					17	bps					0.91			0.75			16	bps

25

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q17 Change																		2017 Change
		4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017			2016			2016
																	$/bps			%			$/bps			%									$/bps			%
Tangible book value per common share:
Common shares - at end of period (GAAP)	Q		490,812,912			499,505,285			505,880,851			509,515,646			511,954,871			(8,692,373	)		(2	%)		(21,141,959	)		(4	%)		490,812,912			511,954,871			(21,141,959	)		(4	%)
Common stockholders’ equity (GAAP)		$	20,023		$	19,862		$	19,817		$	19,600		$	19,499		$	161			1		$	524			3		$	20,023		$	19,499		$	524			3
Less: Goodwill (GAAP)			6,887			6,887			6,887			6,876			6,876			–			–			11			–			6,887			6,876			11			–
Less: Other intangible assets (GAAP)			2			2			2			–			1			–			–			1			100			2			1			1			100
Add: Deferred tax liabilities related to goodwill (GAAP)			355			539			535			534			532			(184	)		(34	)		(177	)		(33	)		355			532			(177	)		(33	)
Tangible common equity	R	$	13,489		$	13,512		$	13,463		$	13,258		$	13,154		($	23	)		–	%	$	335			3	%	$	13,489		$	13,154		$	335			3	%
Tangible book value per common share	R/Q	$	27.48		$	27.05		$	26.61		$	26.02		$	25.69		$	0.43			2	%	$	1.79			7	%	$	27.48		$	25.69		$	1.79			7	%
Net income per average common share - basic and diluted, Adjusted/Underlying:
Average common shares outstanding - basic (GAAP)	S		492,149,763			500,861,076			506,371,846			509,451,450			512,015,920			(8,711,313	)		(2	%)		(19,866,157	)		(4	%)		502,157,440			522,093,545			(19,936,105	)		(4	%)
Average common shares outstanding - diluted (GAAP)	T		493,788,007			502,157,384			507,414,122			511,348,200			513,897,085			(8,369,377	)		(2	)		(20,109,078	)		(4	)		503,685,091			523,930,718			(20,245,627	)		(4	)
Net income available to common stockholders (GAAP)	K	$	666		$	341		$	318		$	313		$	282		$	325			95		$	384			136		$	1,638		$	1,031		$	607			59
Net income per average common share - basic (GAAP)	K/S		1.35			0.68			0.63			0.61			0.55			0.67			99			0.80			145			3.26			1.97			1.29			65
Net income per average common share - diluted (GAAP)	K/T		1.35			0.68			0.63			0.61			0.55			0.67			99			0.80			145			3.25			1.97			1.28			65
Net income available to common stockholders, Adjusted/Underlying (non-GAAP)	L		349			341			318			290			282			8			2			67			24			1,298			1,012			286			28
Net income per average common share - basic, Adjusted/Underlying (non-GAAP)	L/S		0.71			0.68			0.63			0.57			0.55			0.03			4			0.16			29			2.59			1.94			0.65			34
Net income per average common share - diluted, Adjusted/Underlying (non-GAAP)	L/T		0.71			0.68			0.63			0.57			0.55			0.03			4			0.16			29			2.58			1.93			0.65			34
Dividend payout ratio and divident payout ratio, Adjusted/Underlying
Cash dividends declared and paid per common share	U		0.18			0.18			0.14			0.14			0.12			–			–			0.06			50			0.64			0.46			0.18			39
Dividend payout ratio	U/(K/S)		13	%		26	%		22	%		23	%		22	%		NM						(900	) bps					20	%		23	%		(300	) bps
Dividend payout ratio, Adjusted/Underlying (non-GAAP)	U/(L/S)		25			26			22			25			22			(100	) bps					300	bps					25			24			100	bps

26

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q17 Change																2017 Change
		4Q17			3Q17			2Q17			1Q17			4Q16			3Q17						4Q16						2017		2016		2016
																	$			%			$			%							$			%
Other income, Adjusted/Underlying
Other income (GAAP)			$40			$18			$2			$24			$25			$22			122	%		$15			60	%		$84		$147		($63	)		(43	%)
Less: Notable items			17			–			(11	)		–			–			17			100			17			100			6		67		(61	)		(91	)
Other income, Adjusted/Underlying (non-GAAP)			$23			$18			$13			$24			$25			$5			28	%		($2	)		(8	%)		$78		$80		($2	)		(3	%)
Salaries and employee benefits, Adjusted/Underlying:
Salaries and employee benefits (GAAP)			$449			$436			$432			$444			$420			$13			3	%		$29			7	%		$1,761		$1,709		$52			3	%
Less: Notable items			17			–			–			–			–			17			100			17			100			17		11		6			55
Salaries and employee benefits, Adjusted/Underlying (non-GAAP)			$432			$436			$432			$444			$420			($4	)		(1	%)		$12			3	%		$1,744		$1,698		$46			3	%
Outside services, Adjusted/Underlying:
Outside services (GAAP)			$118			$99			$96			$91			$98			$19			19	%		$20			20	%		$404		$377		$27			7	%
Less: Notable items			12			–			–			–			–			12			100			12			100			12		8		4			50
Outside services, Adjusted/Underlying (non-GAAP)			$106			$99			$96			$91			$98			$7			7	%		$8			8	%		$392		$369		$23			6	%
Occupancy, Adjusted/Underlying:
Occupancy (GAAP)			$80			$78			$79			$82			$77			$2			3	%		$3			4	%		$319		$307		$12			4	%
Less: Notable items			–			–			–			–			–			–			–			–			–			–		–		–			–
Occupancy, Adjusted/Underlying (non-GAAP)			$80			$78			$79			$82			$77			$2			3	%		$3			4	%		$319		$307		$12			4	%
Equipment expense, Adjusted/Underlying:
Equipment expense (GAAP)			$67			$65			$64			$67			$69			$2			3	%		($2	)		(3	%)		$263		$263		$–			–	%
Less: Notable items			–			–			–			–			–			–			–			–			–			–		–		–			–
Equipment expense, Adjusted/Underlying (non-GAAP)			$67			$65			$64			$67			$69			$2			3	%		($2	)		(3	%)		$263		$263		$–			–	%
Amortization of software, Adjusted/Underlying:
Amortization of software (GAAP)			$46			$45			$45			$44			$44			$1			2	%		$2			5	%		$180		$170		$10			6	%
Less: Notable items			–			–			–			–			–			–			–			–			–			–		3		(3	)		(100	)
Amortization of software, Adjusted/Underlying (non-GAAP)			$46			$45			$45			$44			$44			$1			2	%		$2			5	%		$180		$167		$13			8	%
Other operating expense, Adjusted/Underlying:
Other operating expense (GAAP)			$138			$135			$148			$126			$139			$3			2	%		($1	)		(1	%)		$547		$526		$21			4	%
Less: Notable items			11			–			15			–			–			11			100			11			100			26		14		12			86
Other operating expense, Adjusted/Underlying (non-GAAP)			$127			$135			$133			$126			$139			($8	)		(6	%)		($12	)		(9	%)		$521		$512		$9			2	%
Pro forma U.S. Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 capital (regulatory)			$14,164			$14,093			$14,057			$13,941			$13,822
Less: Change in DTA and other threshold deductions (GAAP)			–			–			–			–			–
Pro forma Basel III fully phased-in common equity tier 1 capital	V		$14,164			$14,093			$14,057			$13,941			$13,822
Risk-weighted assets (regulatory general risk weight approach)			$127,614			$127,203			$125,774			$124,881			$123,857
Add: Net change in credit and other risk-weighted assets (regulatory)			297			251			249			247			244
Pro forma Basel III standardized approach risk-weighted assets	W		$127,911			$127,454			$126,023			$125,128			$124,101
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1	V/W		11.1	%		11.1	%		11.2	%		11.1	%		11.1	%

¹  Per the final transition provision rule issued by banking regulators on November 21, 2017, U.S. Basel III ratio definitions impacting risk weighted assets and qualifying U.S. Basel III capital will be fully phased-in as of January 1, 2018.

27

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

(in millions, except ratio data)

		FOURTH QUARTER 2017											THIRD QUARTER 2017
		Consumer Banking			Commercial Banking			Other		Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$117			$206			$343		$666			$122			$201			$25		$348
Less: Preferred stock dividends			–			–			–		–			–			–			7		7
Net income available to common stockholders	B		$117			$206			$343		$666			$122			$201			$18		$341
Return on average tangible common equity:
Average common equity (GAAP)			$5,606			$5,756			$8,262		$19,624			$5,565			$5,685			$8,478		$19,728
Less: Average goodwill (GAAP)			–			–			6,887		6,887			–			–			6,887		6,887
Average other intangibles (GAAP)			–			–			2		2			–			–			2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			531		531			–			–			537		537
Average tangible common equity	C		$5,606			$5,756			$1,904		$13,266			$5,565			$5,685			$2,126		$13,376
Return on average tangible common equity	B/C		8.29	%		14.15	%		NM		19.92	%		8.72	%		14.06	%		NM		10.13	%
Return on average total tangible assets:
Average total assets (GAAP)			$60,911			$50,169			$40,031		$151,111			$60,012			$49,833			$40,167		$150,012
Less: Average goodwill (GAAP)			–			–			6,887		6,887			–			–			6,887		6,887
Average other intangibles (GAAP)			–			–			2		2			–			–			2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			531		531			–			–			537		537
Average tangible assets	D		$60,911			$50,169			$33,673		$144,753			$60,012			$49,833			$33,815		$143,660
Return on average total tangible assets	A/D		0.76	%		1.62	%		NM		1.83	%		0.81	%		1.60	%		NM		0.96	%
Efficiency ratio:
Noninterest expense (GAAP)	E		$654			$195			$49		$898			$648			$195			$15		$858
Net interest income (GAAP)			682			367			31		1,080			674			354			34		1,062
Noninterest income (GAAP)			229			138			37		404			227			136			18		381
Total revenue (GAAP)	F		$911			$505			$68		$1,484			$901			$490			$52		$1,443
Efficiency ratio	E/F		71.90	%		38.84	%		NM		60.52	%		71.88	%		39.39	%		NM		59.41	%

28

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

(in millions, except ratio data)

		SECOND QUARTER 2017											FIRST QUARTER 2017
		Consumer Banking			Commercial Banking			Other		Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$118			$187			$13		$318			$95			$180			$45		$320
Less: Preferred stock dividends			–			–			–		–			–			–			7		7
Net income available to common stockholders	B		$118			$187			$13		$318			$95			$180			$38		$313
Return on average tangible common equity:
Average common equity (GAAP)			$5,519			$5,617			$8,523		$19,659			$5,460			$5,528			$8,472		$19,460
Less: Average goodwill (GAAP)			–			–			6,882		6,882			–			–			6,876		6,876
Average other intangibles (GAAP)			–			–			2		2			–			–			–		–
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			534		534			–			–			531		531
Average tangible common equity	C		$5,519			$5,617			$2,173		$13,309			$5,460			$5,528			$2,127		$13,115
Return on average tangible common equity	B/C		8.57	%		13.37	%		NM		9.57	%		7.06	%		13.18	%		NM		9.68	%
Return on average total tangible assets:
Average total assets (GAAP)			$59,244			$49,731			$40,903		$149,878			$58,660			$49,243			$40,883		$148,786
Less: Average goodwill (GAAP)			–			–			6,882		6,882			–			–			6,876		6,876
Average other intangibles (GAAP)			–			–			2		2			–			–			–		–
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			534		534			–			–			531		531
Average tangible assets	D		$59,244			$49,731			$34,553		$143,528			$58,660			$49,243			$34,538		$142,441
Return on average total tangible assets	A/D		0.80	%		1.51	%		NM		0.89	%		0.66	%		1.48	%		NM		0.91	%
Efficiency ratio:
Noninterest expense (GAAP)	E		$644			$192			$28		$864			$647			$190			$17		$854
Net interest income (GAAP)			657			344			25		1,026			638			346			21		1,005
Noninterest income (GAAP)			229			130			11		370			220			134			25		379
Total revenue (GAAP)	F		$886			$474			$36		$1,396			$858			$480			$46		$1,384
Efficiency ratio	E/F		72.64	%		40.48	%		NM		61.94	%		75.41	%		39.80	%		NM		61.68	%

29

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

(in millions, except ratio data)

		FOURTH QUARTER 2016
		Consumer       Banking			Commercial      Banking			Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$92			$172			$18		$282
Less: Preferred stock dividends			–			–			–		–
Net income available to common stockholders	B		$92			$172			$18		$282
Return on average tangible common equity:
Average common equity (GAAP)			$5,275			$5,278			$9,092		$19,645
Less: Average goodwill (GAAP)			–			–			6,876		6,876
Average other intangibles (GAAP)			–			–			1		1
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			523		523
Average tangible common equity	C		$5,275			$5,278			$2,738		$13,291
Return on average tangible common equity	B/C		6.97	%		12.94	%		NM		8.43	%
Return on average total tangible assets:
Average total assets (GAAP)			$58,066			$48,024			$41,225		$147,315
Less: Average goodwill (GAAP)			–			–			6,876		6,876
Average other intangibles (GAAP)			–			–			1		1
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			523		523
Average tangible assets	D		$58,066			$48,024			$34,871		$140,961
Return on average total tangible assets	A/D		0.63	%		1.42	%		NM		0.79	%
Efficiency ratio:
Noninterest expense (GAAP)	E		$649			$187			$11		$847
Net interest income (GAAP)			639			347			–		986
Noninterest income (GAAP)			227			122			28		377
Total revenue (GAAP)	F		$866			$469			$28		$1,363
Efficiency ratio	E/F		74.90	%		39.83	%		NM		62.18	%

30

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

(in millions, except ratio data)

		FULL YEAR
		2017											2016
		Consumer Banking			Commercial Banking			Other		Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income available to common stockholders:
Net income (GAAP)	A		$452			$774			$426		$1,652			$345			$631			$69		$1,045
Less: Preferred stock dividends			–			–			14		14			–			–			14		14
Net income available to common stockholders	B		$452			$774			$412		$1,638			$345			$631			$55		$1,031
Return on average tangible common equity:
Average common equity (GAAP)			$5,538			$5,647			$8,433		$19,618			$5,166			$5,071			$9,461		$19,698
Less: Average goodwill (GAAP)			–			–			6,883		6,883			–			–			6,876		6,876
Average other intangibles (GAAP)			–			–			2		2			–			–			2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			534		534			–			–			502		502
Average tangible common equity	C		$5,538			$5,647			$2,082		$13,267			$5,166			$5,071			$3,085		$13,322
Return on average tangible common equity	B/C		8.17	%		13.70	%		NM		12.35	%		6.68	%		12.44	%		NM		7.74	%
Return on average total tangible assets:
Average total assets (GAAP)			$59,714			$49,747			$40,492		$149,953			$56,388			$47,159			$39,636		$143,183
Less: Average goodwill (GAAP)			–			–			6,883		6,883			–			–			6,876		6,876
Average other intangibles (GAAP)			–			–			2		2			–			–			2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			–			–			534		534			–			–			502		502
Average tangible assets	D		$59,714			$49,747			$34,141		$143,602			$56,388			$47,159			$33,260		$136,807
Return on average total tangible assets	A/D		0.76	%		1.56	%		NM		1.15	%		0.61	%		1.34	%		NM		0.76	%
Efficiency ratio:
Noninterest expense (GAAP)	E		$2,593			$772			$109		$3,474			$2,547			$741			$64		$3,352
Net interest income (GAAP)			2,651			1,411			111		4,173			2,443			1,288			27		3,758
Noninterest income (GAAP)			905			538			91		1,534			883			466			148		1,497
Total revenue (GAAP)	F		$3,556			$1,949			$202		$5,707			$3,326			$1,754			$175		$5,255
Efficiency ratio	E/F		72.93	%		39.62	%		NM		60.87	%		76.57	%		42.26	%		NM		63.80	%

31