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 18, 2019

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 18, 2019, Citizens Financial Group, Inc. issued a press release reporting fourth quarter and full year 2018 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 18, 2019
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued January 18, 2019
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2018

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 18, 2019

EX-99.1

Exhibit 99.1

Citizens Financial Group, Inc. Reports Fourth Quarter Net Income of $465 Million and Diluted

EPS of $0.96

Underlying net income of $474 million up 36% and diluted EPS of $0.98 up 38% year over year*

ROTCE of 13.8%; Underlying ROTCE of 14.1% in fourth quarter 2018, up 3.7% year over year*

2018 net income of $1.7 billion and $3.52 diluted EPS

2018 Underlying net income of $1.7 billion up 32% and diluted EPS of $3.56 up 38% from 2017*

4.0% Underlying operating leverage in 2018 before the impact of Franklin American Mortgage Company*

Board declares a 19% increase in quarterly common stock dividend

PROVIDENCE, RI (January 18, 2019) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported fourth quarter net income of $465 million, or $0.96 per diluted common share, compared with fourth quarter 2017 net income of $666 million, or $1.35 per diluted common share. Fourth quarter 2018 results reflect a net $9 million after-tax reduction, or ($0.02) per fully diluted share, from notable items compared with a net $317 million after-tax benefit, or $0.64 per share, in fourth quarter 2017. Fourth quarter 2018 Return on Average Tangible Common Equity* (“ROTCE”) of 13.8% compares with fourth quarter 2017 of 19.9%.

Full year 2018 net income available to common stockholders of $1.7 billion and diluted EPS of $3.52 compares with $1.6 billion and diluted EPS of $3.25 in 2017. 2018 ROTCE* of 12.9% compares with 12.3% in 2017. 2018 results reflect a net $16 million after-tax reduction, or ($0.04) per fully diluted share, from notable items compared with a net $340 million after-tax benefit, or $0.67 per share, in 2017.

Excluding notable items, on an Underlying basis,* fourth quarter 2018 net income available to common stockholders of $459 million, or $0.98 per diluted share, increased 32% and 38%, respectively, from fourth quarter 2017 and increased 4% and 5%, respectively, from third quarter 2018. Underlying fourth quarter 2018 ROTCE* of 14.1% improved from 10.4% in fourth quarter 2017 and 13.5% in third quarter 2018. On an Underlying basis,* full year 2018 net income available to common stockholders of $1.7 billion increased 32% and diluted EPS of $3.56 increased 38% from 2017 levels. On an Underlying basis,* 2018 ROTCE of 13.1% compares with 9.8% in 2017.

“We are pleased to end the year with another quarter of strong results for Citizens, continuing our track record of consistent execution and delivering against our goals,” said Chairman and Chief Executive Officer Bruce Van Saun. “We are executing well and head into 2019 with good momentum as evidenced by our continued strong operating leverage, balance sheet growth, expanding customer base and broadening of our capabilities, including our recent acquisition of Clarfeld Financial Advisors.”

Van Saun continued, “We are pleased to have already achieved the lower end of our medium-term ROTCE target and are now increasing the range to 14 to 16 percent. Our strong performance has allowed us to raise our dividend today by a further 19%, as we continue to deliver strong value for all our stakeholders.”

*Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, 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. Where there is a reference to “Underlying” results in a paragraph, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” exclude the impact of the August 1, 2018 FAMC acquisition and notable items, as applicable. Additional information regarding the impact of the FAMC acquisition and notable items may be found in the Notable Items portion of this release. Throughout this release, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. Current reporting-period regulatory capital ratios are preliminary. Select totals may not foot due to rounding.

Citizens Financial Group, Inc.

Citizens’ board of directors has declared a 19% increase in its quarterly cash dividend to $0.32 per common share. The first quarter dividend is now 45% higher than a year ago. The dividend is payable on February 14, 2019 to shareholders of record at the close of business on January 31, 2019.

Fourth Quarter 2018 vs. Third Quarter 2018

Key Highlights

• Fourth quarter highlights include ROTCE of 13.8% and Underlying ROTCE* of 14.1%. Underlying results excluding the impact of notable items and Franklin American Mortgage Company (“FAMC”)* reflect revenue growth of 2%, driven by strength in noninterest income and net interest income given average loan growth of 2% and a three basis point improvement in net interest margin.

• Fourth quarter 2018 results reflect a net $9 million after-tax reduction, or ($0.02) per fully diluted share, from notable items compared with a net $7 million after-tax reduction, or ($0.02) per share, in third quarter 2018.

• Results reflect an efficiency ratio of 59.7%, which includes the impact of $45 million of notable expense items and a 93 basis point impact tied to the FAMC acquisition. Excluding the impact of notable items and FAMC, the Underlying efficiency ratio* improved by 118 basis points to 55.8% given strong expense discipline with positive operating leverage of 2.1%.

• Tangible book value per common share of $28.73 increased by 4%. Fully diluted average common shares outstanding decreased by 8.5 million shares.

Results

• Total revenue of $1.6 billion increased 2%, reflecting strength in noninterest income and net interest income.

• Net interest income of $1.2 billion increased $24 million, reflecting 2% average loan growth and a three basis point improvement in net interest margin to 3.22% from third quarter levels.

• Net interest margin of 3.22% 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 $421 million increased $5 million. Excluding the impact of notable items and FAMC,* noninterest income of $393 million remained relatively stable, as strength in foreign exchange and interest rate products and letter of credit and loan fees was largely offset by a reduction in mortgage banking and capital markets fees.

• Noninterest expense of $951 million increased $41 million driven by a $46 million increase tied to the FAMC acquisition and notable items. Excluding the impact of notable items and FAMC,* noninterest expense of $871 million decreased by $5 million as a reduction in other operating expense, largely tied to a reduction in FDIC insurance expense, and lower occupancy expense were partially offset by seasonally higher outside services and an increase in salaries and employee benefits tied to growth initiatives.

• Provision for credit losses of $85 million increased modestly from relatively low third quarter levels.

• Preferred dividends increased $8 million reflecting the impact of second and fourth quarter issuances.

• Efficiency ratio of 59.7%; 56.7% on an Underlying basis,* compares with 57.6% in third quarter 2018.

• ROTCE of 13.8%, improved from 13.3% in the third quarter 2018; ROTCE of 14.1% on an Underlying basis,* compares with 13.5% in third quarter 2018.

2

Citizens Financial Group, Inc.

Balance Sheet

• Average interest-earning assets increased $1.6 billion, reflecting a $1.9 billion, or 2%, increase in loans, with strength in commercial and retail.

• Average deposits increased $727 million, given growth in savings and term.

• Nonperforming loans and leases (“NPLs”) to total loans and leases ratio of 0.68% improved from 0.73%, reflecting a reduction in commercial NPLs. Allowance coverage of NPLs increased to 156% from 149%.

• Net charge-offs of 29 basis points were stable with third quarter levels.

• Capital strength remains robust, with a preliminary common equity tier 1 (“CET1”) risk-based capital ratio of 10.6%.

• Repurchased 8.25 million shares of common stock in the quarter, and including common dividends, returned $427 million in capital to shareholders.

• Average loan-to-deposit ratio remained relatively stable at 98.4%; Period-end loan-to-deposit ratio improved to 97.6%.

Fourth Quarter 2018 vs. Fourth Quarter 2017

Key Highlights

• Fourth quarter results reflect a 32% decrease in net income available to common stockholders driven by the fourth quarter 2017 benefit of Tax Legislation and other notable items. Underlying net income available to common stockholders* increased 32%, led by revenue growth of 9%, with a 9% increase in net interest income and a 10% increase in noninterest income.

• Including the impact of notable items, results reflect operating leverage of 1.5%, an efficiency ratio of 59.7% and ROTCE of 13.8%.* Excluding the impact of notable items and FAMC,* operating leverage of 5.0% reflects continued strong focus on top-line growth and expense management, while the efficiency ratio improved by 2.7% to 55.8% and ROTCE improved by 3.6% to 14.0%.*

• Fully diluted average common shares outstanding decreased by 24.7 million shares.

Results

• Total revenue increased $109 million, or 7%; on an Underlying basis,* total revenue increased $131 million, or 9%. Total revenue, excluding the impact of notable items and FAMC,* increased $95 million, or 6%.

• Net interest income increased 9% given 5% growth in average loans and a 14 basis point improvement in net interest margin.

• Net interest margin of 3.22% 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 $421 million increased $17 million. Excluding the impact of notable items and FAMC,* noninterest income increased 2% as strength in card fees, letter of credit and loan fees and capital markets fees was partially offset by a reduction in mortgage banking fees, and other income.

• Noninterest expense increased 6% from fourth quarter 2017 driven by the $40 million impact of the FAMC acquisition and notable items. Excluding the impact of notable items and FAMC,* noninterest expense increased 2%, driven by a $24 million increase in salaries and employee benefits tied to the impact of our strategic growth initiatives and an increase in amortization of software and equipment and outside services expense. These increases were partially offset by lower other operating expense, largely due to lower FDIC insurance and pension costs, as well as lower occupancy expense.

3

Citizens Financial Group, Inc.

• Provision for credit losses was relatively stable with fourth quarter 2017 levels, reflecting strong overall portfolio credit quality.

• ROTCE of 13.8% compares with 19.9% for fourth quarter 2017. Underlying ROTCE of 14.1% improved by 3.7% from 10.4%.*

Balance Sheet

• Average interest-earning assets increased $5.3 billion, or 4%, driven by loan growth of 5%, which reflects a 2% increase in retail and a 8% increase in commercial. Interest-earning assets, excluding the impact of FAMC,* increased 3%.

• Average deposits increased $4.0 billion, or 4%, on strength in term, savings, demand deposits and checking with interest. Citizens Access deposits ended the year at $3.0 billion and averaged $2.0 billion for the quarter.

• NPLs to total loans and leases ratio of 0.68% improved from 0.79%, reflecting a decrease in retail and commercial. Allowance coverage of NPLs of 156% improved from 142%.

• Net charge-offs of 29 basis points of loans remained relatively stable with fourth quarter 2017 levels, reflecting continued risk discipline and a strong economy.

2018 vs. 2017

Key Highlights

• Full year 2018 net income available to common stockholders of $1.7 billion increased $54 million, or 3%, while diluted EPS of $3.52 compares with $3.25 in 2017.

• 2018 results reflect a net $16 million after-tax reduction, or ($0.04) per fully diluted share, from notable items compared with a net $340 million after-tax benefit, or $0.67 per share, in 2017.

• On an Underlying basis,* full year 2018 net income available to common stockholders of $1.7 billion increased 32% and diluted EPS of $3.56 increased 38% from 2017 levels.

• ROTCE of 12.9% improved by 0.6%. Underlying ROTCE of 13.1% increased by 3.3%.*

Results

• Total revenue of $6.1 billion increased $421 million, or 7%. Underlying revenue growth* of $432 million, or 8%, was driven by a 9% increase in net interest income and a 5% increase in noninterest income. Total Underlying revenue, excluding the impact of FAMC,* of $6.1 billion, increased $370 million, or 6%.

• Net interest income results reflect 4% average loan growth and a 17 basis point improvement in net interest margin.

• Noninterest income of $1.6 billion increased 4%. Excluding the impact of notable items and FAMC,* noninterest income increased 1%, reflecting strength in foreign exchange and interest rate products, trust and investment services fees and card fees, partly offset by lower capital markets fees, mortgage fees and other income.

• Noninterest expense of $3.6 billion increased 4% driven by the $59 million impact of the FAMC acquisition and notable items. On an Underlying basis, excluding the impact of FAMC,* noninterest expense of $3.5 billion increased 3%.

• Efficiency ratio of 59.1% improved 181 basis points. On an Underlying basis,* the efficiency ratio of 58.1% improved by 1.8%. On an Underlying basis and excluding the impact of FAMC, the efficiency ratio of 57.7% improved by 2.2% and positive operating leverage was 4.0%.

4

Citizens Financial Group, Inc.

• Capital strength remains robust, with a common equity tier 1 (“CET1”) risk-based capital ratio of 10.6%, compared with 11.2% at year-end 2017.

• Tangible book value per common share was $28.73, up 5%.

• Returned $1.5 billion to common shareholders including dividends and share repurchases, a 31% increase.

Year-over-Year update on Plan Execution

Consumer Banking

• Continued balance sheet momentum, with 3% average loan growth, highlighted by improving mix toward more attractive risk-adjusted return categories and 4% average deposit growth, including 5% growth in demand deposits.

• Citizens Access™, our new digital platform has attracted $3.0 billion in deposits through fourth quarter 2018; 96% of the balances are new to Citizens.

• Wealth management business continues to add capabilities highlighted by the acquisition of Clarfeld Financial Advisors LLC which closed in January, 2019. Continued progress with managed money revenue up 24% and financial advisors up 6%.

• Continued progress on integration of FAMC, while overall conforming mortgage origination mix improved to 80% in 4Q18.

Commercial Banking

• Continued strong balance sheet performance with average loan growth of 6%, driven by our geographic, product and client-focused expansion strategies as well as strength in Commercial Real Estate. Average deposits up 2%.

• Continue to benefit from investments to drive growth and diversification in fee income, highlighted by a 56% increase in M&A fees, a 16% increase in foreign exchange and interest rate products and a 18% increase in Commercial card fees. Achieved record number of Lead/Joint Lead Arranger transactions in loan syndications, up 9%.Capital Markets revenues held up reasonably well given weak debt capital markets conditions in fourth quarter 2018.

Efficiency and balance sheet optimization initiatives

• Continued good progress on Tapping Our Potential (TOP) V Program, which is on track to meet end of 2019 run-rate pre-tax benefit of approximately $90-$100 million.

• Balance Sheet Optimization initiatives to shift loan portfolio mix to higher-return categories continue to deliver benefits, with an estimated impact of approximately 5 basis points on net interest margin for full-year over year.

5

Citizens Financial Group, Inc.

Earnings highlights: Reported Results:

	Quarterly trends															Full Year
										4Q18 change from												2018 change
($s in millions, except per share data)	4Q18			3Q18			4Q17			3Q18			4Q17			2018			2017			from 2017
Earnings										$			$			$			$			$
Net interest income	$	1,172		$	1,148		$	1,080		$	24		$	92		$	4,532		$	4,173		$	359
Noninterest income		421			416			404			5			17			1,596			1,534			62
Total revenue		1,593			1,564			1,484			29			109			6,128			5,707			421
Noninterest expense		951			910			898			41			53			3,619			3,474			145
Pre-provision profit		642			654			586			(12	)		56			2,509			2,233			276
Provision for credit losses		85			78			83			7			2			326			321			5
Net income		465			443			666			22			(201	)		1,721			1,652			69
Preferred dividends		15			7			—			8			15			29			14			15
Net income available to common stockholders	$	450		$	436		$	666		$	14		$	(216	)	$	1,692		$	1,638		$	54
After-tax notable Items		(9	)		(7	)		317			(2	)		(326	)		(16	)		340			(356	)
Underlying net income available to common stockholders*	$	459		$	443		$	349		$	16		$	110		$	1,708		$	1,298		$	410
Average common shares outstanding
Basic (in millions)		467.3			476.0			492.1			(8.6	)		(24.8	)		478.8			502.2			(23.3	)
Diluted (in millions)		469.1			477.6			493.8			(8.5	)		(24.7	)		480.4			503.7			(23.3	)
Diluted earnings per share	$	0.96		$	0.91		$	1.35		$	0.05		$	(0.39	)	$	3.52		$	3.25		$	0.27
Underlying diluted earnings per share*	$	0.98		$	0.93		$	0.71		$	0.05		$	0.27		$	3.56		$	2.58		$	0.98
Key performance metrics*
Net interest margin		3.22	%		3.19	%		3.08	%		3	bps		14	bps		3.19	%		3.02	%		17	bps
Effective income tax rate		16.5			23.2			(32.4	)		(671	)		4,885			21.2			13.6			754
Efficiency ratio		60			58			61			149			(83	)		59			61			(181	)
Underlying efficiency ratio*		57			58			59			(92	)		(180	)		58			60			(183	)
Return on average common equity		9.2			8.8			13.5			34			(430	)		8.6			8.3			27
Return on average tangible common equity		13.8			13.3			19.9			56			(607	)		12.9			12.3			59
Underlying return on average tangible common equity*		14.1			13.5			10.4			61			368			13.1			9.8			327
Return on average total assets		1.17			1.13			1.75			4			(58	)		1.11			1.10			1
Underlying return on average total tangible assets		1.24	%		1.20	%		0.96	%		4	bps		28	bps		1.17	%		0.91	%		26	bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		10.6	%		10.8	%		11.2	%								10.6	%		11.2	%
Total capital ratio		13.3			13.4			13.9									13.3			13.9
Tier 1 leverage ratio		10.0	%		9.9	%		10.0	%								10.0	%		10.0	%
Asset quality(2)
Total nonperforming loans and leases as a % of total loans and leases		0.68	%		0.73	%		0.79	%		(5	) bps		(11	) bps		0.68	%		0.79	%		(11	) bps
Allowance for loan and lease losses as a % of loans and leases		1.06			1.08			1.12			(2	)		(6	)		1.06			1.12			(6	)
Allowance for loan and lease losses as a % of nonperforming loans and leases		156			149			142			7			NM			156			142			NM
Net charge-offs as a % of average loans and leases		0.29	%		0.30	%		0.28	%		(1	) bps		1	bps		0.28	%		0.28	%		—	bps

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

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

Notable items:

Fourth quarter and full year 2018 and 2017 results reflect notable items largely related to the impact of 2017 tax reform and our Tapping Our Potential (“TOP”) initiatives which have been excluded from reported results to better reflect Underlying operating results.* Fourth quarter 2018 reported results include the impact of a further benefit resulting from December 2017 Tax Legislation partially offset by other notable items, primarily associated with TOP and real estate efficiency initiatives.

Notable items* - primarily tax/ TOP	4Q18									4Q17									FY2018									FY2017
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS
Tax and tax-related notable items*
Tax notable items*	$	—		$	29		$	0.06		$	—		$	331		$	0.67		$	—		$	29		$	0.06		$	—		$	354		$	0.70
Colleague bonus - Salaries & benefits		—			—			—			(12	)		(7	)		(0.02	)		—			—			—			(12	)		(7	)		(0.02	)
Foundation grant - Other expense		—			—			—			(10	)		(6	)		(0.01	)		—			—			—			(10	)		(6	)		(0.01	)
Net tax and tax-related notable items*	$	—		$	29		$	0.06		$	(22	)	$	318		$	0.64		$	—		$	29		$	0.06		$	(22	)	$	341		$	0.67
Other notable items
Noninterest income	$	(1	)	$	(1	)	$	—		$	17		$	10		$	0.02		$	(1	)	$	(1	)	$	—		$	17		$	10		$	0.02
Salaries & benefits		(2	)		(2	)		(0.01	)		(5	)		(3	)		(0.01	)		(2	)		(2	)		(0.01	)		(5	)		(3	)		(0.01	)
Occupancy		(14	)		(10	)		(0.02	)		—			—			—			(14	)		(10	)		(0.02	)		—			—			—
Equipment		(3	)		(2	)		—			—			—			—			(3	)		(2	)		—			—			—			—
Outside services		(14	)		(11	)		(0.02	)		(12	)		(7	)		(0.01	)		(14	)		(11	)		(0.02	)		(12	)		(7	)		(0.01	)
Other expense		—			—			—			(1	)		(1	)		—			—			—			—			(1	)		(1	)		—
Noninterest expense - TOP efficiency & other actions	$	(33	)	$	(25	)	$	(0.05	)	$	(18	)	$	(11	)	$	(0.02	)	$	(33	)	$	(25	)	$	(0.05	)	$	(18	)	$	(11	)	$	(0.02	)
Total notable items, ex-FAMC integration costs	$	(34	)	$	3		$	0.01		$	(23	)	$	317		$	0.64		$	(34	)	$	3		$	0.01		$	(23	)	$	340		$	0.67

Additionally, fourth quarter and full year 2018 results reflect integration costs tied to the August 1, 2018 FAMC acquisition as detailed in the table below.

6

Citizens Financial Group, Inc.

Notable items - FAMC Integration costs*	4Q18									3Q18									FY2018
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS
FAMC integration costs
Noninterest income	$	(4	)	$	(3	)	$	(0.01	)	$	—		$	—		$	—		$	(4	)	$	(3	)	$	(0.01	)
Salaries & benefits		(4	)		(3	)		(0.01	)		(5	)		(4	)		(0.01	)		(9	)		(7	)		(0.02	)
Occupancy		(2	)		(1	)		—			—			—			—			(2	)		(1	)		—
Outside services		(5	)		(4	)		(0.01	)		(1	)		(1	)		—			(6	)		(5	)		(0.01	)
Other expense		(1	)		(1	)		—			(3	)		(2	)		(0.01	)		(4	)		(3	)		(0.01	)
Noninterest expense	$	(12	)	$	(9	)	$	(0.02	)	$	(9	)	$	(7	)	$	(0.02	)	$	(21	)	$	(16	)	$	(0.04	)
Total FAMC integration costs	$	(16	)	$	(12	)	$	(0.03	)	$	(9	)	$	(7	)	$	(0.02	)	$	(25	)	$	(19	)	$	(0.05	)
Total notable items*	$	(50	)	$	(9	)	$	(0.02	)	$	(9	)	$	(7	)	$	(0.02	)	$	(59	)	$	(16	)	$	(0.04	)

Total notable items*	4Q18									3Q18									4Q17							FY2018									FY2017
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax		EPS		Pre-tax			After-tax			EPS			Pre-tax			After-tax		EPS
Total notable items*	$	(50	)	$	(9	)	$	(0.02	)	$	(9	)	$	(7	)	$	(0.02	)	$	(23	)	$	317	$	0.64	$	(59	)	$	(16	)	$	(0.04	)	$	(23	)	$	340	$	0.67

The following table provides information on Underlying results excluding the impact of notable items and the FAMC acquisition.*

Underlying results/impact of the FAMC acquisition:*

	Quarterly Trends															Full Year
										4Q18 change from												2018 change
($s in millions, except per share data)	4Q18			3Q18			4Q17			3Q18			4Q17			2018			2017			from 2017
Net interest income	$	1,172		$	1,148		$	1,080			2	%		9	%	$	4,532		$	4,173			9	%
Noninterest income		426			416			387			2			10			1,601			1,528			5
Total revenue	$	1,598		$	1,564		$	1,467			2	%		9	%	$	6,133		$	5,701			8	%
FAMC impact		36			26			—			38			NM			62			—			NM
Revenue excluding FAMC impact	$	1,562		$	1,538		$	1,467			2	%		6	%	$	6,071		$	5,701			6	%
Noninterest expense	$	951		$	910		$	898			5	%		6	%	$	3,619		$	3,474			4	%
Notable items tied to FAMC and other*		45			9			40			NM			13			54			55			(2	)
Underlying noninterest expense*		906			901			858			1	%		6	%		3,565			3,419			4	%
Base FAMC impact		35			25			—			40			NM			60			—			NM
Underlying noninterest expense excluding FAMC*	$	871		$	876		$	858			(1	)  %		2	%	$	3,505		$	3,419			3	%
Pre-provision profit	$	642		$	654		$	586			(2	)  %		10	%	$	2,509		$	2,233			12	%
Underlying pre-provision profit *		692			663			609			4			14			2,568			2,282			13
Underlying pre-provision profit excluding FAMC*		691			662			609			4			13			2,566			2,282			12
Provision for credit losses		85			78			83			9			2			326			321			2
Net income available to common stockholders		450			436			666			3			(32	)		1,692			1,638			3
Underlying net income available to common stockholders*		459			443			349			4			32			1,708			1,298			32
Key performance metrics*
Diluted EPS	$	0.96		$	0.91		$	1.35			5	%		(29	)%	$	3.52		$	3.25			8	%
Underlying EPS*	$	0.98		$	0.93		$	0.71			5			38		$	3.56		$	2.58			38
Efficiency ratio		60	%		58	%		61	%		149	bps		(83	) bps		59	%		61	%		(181	) bps
Underlying efficiency ratio*		57			58			59			(92	)		(180	)		58			60			(183	)
Underlying efficiency ratio excluding FAMC*		56	%		57	%		59	%		(118	) bps		(273	) bps		58	%		60	%		(222	) bps
Operating leverage											(2.6	)  %		1.5	%								3.2	%
Underlying operating leverage*											1.6			3.4									3.3
Underlying operating leverage excluding FAMC*											2.1	%		5.0	%								4.0	%

7

Citizens Financial Group, Inc.

Discussion of results:

Net interest income										4Q18 change from
($s in millions)	4Q18			3Q18			4Q17			3Q18						4Q17
										$			%			$			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,362		$	1,303		$	1,130		$	59			5	%	$	232			21	%
Investment securities		172			167			156			5			3			16			10
Interest-bearing deposits in banks		8			7			5			1			14			3			60
Total interest income	$	1,542		$	1,477		$	1,291		$	65			4	%	$	251			19	%
Interest expense:
Deposits	$	245		$	214		$	130		$	31			14	%	$	115			88	%
Federal funds purchased and securities sold under agreements to repurchase		2			2			1			—			—			1			100	%
Other short-term borrowed funds		15			19			9			(4)			(21)			6			67
Long-term borrowed funds		108			94			71			14			15			37			52
Total interest expense	$	370		$	329		$	211		$	41			12	%	$	159			75	%
Net interest income	$	1,172		$	1,148		$	1,080		$	24			2	%	$	92			9	%
Net interest margin		3.22	%		3.19	%		3.08	%		3	bps					14	bps

Fourth quarter 2018 net interest income of $1.2 billion increased $24 million, or 2%, from third quarter 2018, given a 2% increase in average loans and loans held for sale and a three basis point improvement in net interest margin to 3.22%. The improvement in net interest margin reflects higher loan yields tied to higher rates, partially offset by increased deposit and funding costs.

Compared with fourth quarter 2017, net interest income increased $92 million, or 9%, driven by 5% average loan growth and a 14 basis point improvement in net interest margin. The improvement in net interest margin reflects higher interest-earning asset yields given higher rates and continued mix shift towards higher-yielding assets, partially offset by higher deposit and funding costs. Net interest margin, excluding the impact of FAMC,* improved 15 basis points to 3.23%.

Noninterest Income							4Q18 change from
($s in millions)	4Q18		3Q18		4Q17		3Q18					4Q17
							$		%			$		%
Service charges and fees	$	131	$	131	$	131	$	—		—	%	$	—		—	%
Card fees		62		61		56		1		2			6		11
Capital markets fees		45		47		42		(2)		(4)			3		7
Trust and investment services fees		43		45		42		(2)		(4)			1		2
Mortgage banking fees		51		49		28		2		4			23		82
Letter of credit and loan fees		34		32		31		2		6			3		10
Foreign exchange and interest rate products		34		31		32		3		10			2		6
Securities gains, net		6		3		2		3		100			4		200
Other income(1)		15		17		40		(2)		(12)			(25)		(63)
Noninterest income	$	421	$	416	$	404	$	5		1	%	$	17		4	%
Notable items*	$	(5)	$	—	$	17	$	(5)		(100)		$	(22)		(129)
Underlying noninterest income*	$	426	$	416	$	387	$	10		2	%	$	39		10	%
FAMC impact	$	33	$	24	$	—	$	9		38	%	$	33		NM
Underlying Noninterest income excluding FAMC*	$	393	$	392	$	387	$	1		—	%	$	6		2	%

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

Noninterest income of $421 million increased $5 million, or 1%, from third quarter 2018, driven by the $9 million impact of the FAMC acquisition largely in mortgage banking fees. Underlying noninterest income, excluding the impact of FAMC,* remained relatively stable as strength in foreign exchange and interest rate products and letter of credit and loan fees was largely offset

8

Citizens Financial Group, Inc.

by a reduction in mortgage banking and capital markets fees tied to overall market conditions. Securities gains of $6 million were partially offset by a $2 million net loss in foreign exchange and interest rate products tied to credit valuation adjustments, related to interest rate moves during fourth quarter 2018.

Compared to fourth quarter 2017, noninterest income increased $17 million, or 4%, including a $33 million impact of the FAMC acquisition. Underlying noninterest income, excluding the impact of FAMC,* increased $6 million, or 2%, driven by strength in card fees, letter of credit and loan fees, capital markets fees and foreign exchange and interest rate products. These increases were partially offset by lower mortgage banking fees and other income, reflecting a reduction in leasing income.

Noninterest expense							4Q18 change from
($s in millions)	4Q18		3Q18		4Q17		3Q18				4Q17
							$		%		$		%
Salaries and employee benefits	$	483	$	474	$	450	$	9		2  %	$	33	7  %
Outside services		135		107		118		28		26		17	14
Occupancy		92		81		80		11		14		12	15
Equipment expense		74		70		67		4		6		7	10
Amortization of software		50		47		46		3		6		4	9
Other operating expense		117		131		137		(14)		(11)		(20)	(15)
Noninterest expense	$	951	$	910	$	898	$	41		5  %	$	53	6  %
Notable items	$	45	$	9	$	40	$	36		NM	$	5	13  %
Underlying, as applicable
Salaries and employee benefits*	$	477	$	469	$	433	$	8		2  %	$	44	10  %
Outside services*		116		106		106		10		9		10	9
Occupancy*		76	$	81		80		(5)		(6)		(4)	(5)
Equipment expense*		71	$	70		67		1		1		4	6
Amortization of software		50	$	47		46		3		6		4	9
Other operating expense*		116		128		126		(12)		(9)		(10)	(8)
Underlying noninterest expense*	$	906	$	901	$	858	$	5		1  %	$	48	6  %
FAMC expense impact		35		25		—	$	10		40  %	$	35	NM
Underlying noninterest expense excluding FAMC*	$	871	$	876	$	858	$	(5)		(1) %	$	13	2  %

Noninterest expense of $951 million increased $41 million, or 5%, from third quarter 2018, driven by the $46 million increase tied to the FAMC acquisition and notable items, largely in salaries and employee benefits. Underlying noninterest expense, excluding the impact of FAMC,* of $871 million decreased by $5 million, as a reduction in other operating expense, tied largely to a reduction in FDIC insurance expense, and lower occupancy expense were partially offset by seasonally higher outside services and an increase in salaries and employee benefits tied to growth initiatives. Results reflect continued focus on expense discipline and the benefit of TOP efficiency initiatives.

Compared with fourth quarter 2017, noninterest expense increased $53 million, or 6%, driven by the impact of the FAMC acquisition and notable items. Underlying noninterest expense, excluding the impact of FAMC,* increased $13 million, or 2%, largely reflecting a $24 million increase in salaries and employee benefits tied to the impact of our strategic growth initiatives, as well as an increase in amortization of software and equipment and outside services expense. These increases were partially offset by lower other expense, largely tied to a reduction in FDIC insurance and pension costs, as well as lower occupancy expense.

The fourth quarter 2018 effective tax rate of 16.5%, including the impact of notable items tied to the true-up of December 2017 Tax Legislation, decreased from 23.2% for third quarter 2018 and increased from (32.4)% for fourth quarter 2017. On an Underlying basis, excluding notable items,* the effective tax rate was 21.9% for fourth quarter 2018 and 33.7% for fourth quarter 2017.

9

Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										4Q18 change from
($s in millions)	4Q18			3Q18			4Q17			3Q18					4Q17
										$			%		$			%
Total assets	$	160,518		$	158,598		$	152,336		$	1,920			1 %	$	8,182			5 %
Total loans and leases		116,660			114,720			110,617			1,940			2		6,043			5
Loans held for sale, at fair value		1,219			1,303			497			(84	)		(6)		722			145
Deposits		119,575			117,075			115,089			2,500			2		4,486			4
Average interest-earning assets		143,770			142,163			138,429			1,607			1		5,341			4
Stockholders’ equity		20,817			20,276			20,270			541			3		547			3
Stockholders’ common equity		19,977			19,733			20,023			244			1		(46	)		—
Tangible common equity	$	13,389		$	13,117		$	13,489		$	272			2 %	$	(100	)		(1) %
Loan-to-deposit ratio (period-end)(2)		97.6	%		98.0	%		96.1	%		(43	)  bps				145	bps
Loans to deposits ratio (avg balances)(2)		98.4			97.4			97.1			103	bps				131	bps
Common equity tier 1 capital ratio(3)		10.6			10.8			11.2
Total capital ratio(3)		13.3	%		13.4	%		13.9	%

1) Represents period end unless otherwise noted.

2) Includes loans held for sale.

3) Current reporting period regulatory capital ratios are preliminary.

Total assets of $160.5 billion at December 31, 2018 increased $1.9 billion, or 1%, compared with September 30, 2018 driven by an increase in loans. Compared with December 31, 2017, total assets increased $8.2 billion, or 5%, driven by a $6.6 billion increase in loans and leases and loans held for sale, including a $1.5 billion increase tied to the FAMC acquisition, largely $653 million in loans held for sale and a $600 million mortgage servicing rights portfolio in non-interest earning assets.

Interest-earning assets							4Q18 change from
($s in millions)	4Q18		3Q18		4Q17		3Q18					4Q17
Period-end interest-earning assets							$			%		$			%
Investments and interest-bearing deposits	$	28,216	$	28,642	$	27,970	$	(426	)		(1) %	$	246			1   %
Commercial loans and leases		56,783		55,405		52,031		1,378			2		4,752			9
Retail loans		59,877		59,315		58,586		562			1		1,291			2
Total loans and leases		116,660		114,720		110,617		1,940			2		6,043			5
Loans held for sale, at fair value		1,219		1,303		497		(84	)		(6)		722			145
Other loans held for sale		101		27		221		74			NM		(120	)		(54)
Total loans and leases and loans held for sale		117,980		116,050		111,335		1,930			2		6,645			6
Total period-end interest-earning assets	$	146,196	$	144,692	$	139,305	$	1,504			1  %	$	6,891			5   %
Average interest-earning assets
Investments and interest-bearing deposits	$	26,553	$	26,835	$	27,212	$	(282	)		(1) %	$	(659	)		(2)  %
Commercial loans and leases		56,310		55,276		52,310		1,034			2		4,000			8
Retail loans		59,583		58,695		58,140		888			2		1,443			2
Total loans and leases		115,893		113,971		110,450		1,922			2		5,443			5
Loans held for sale, at fair value		1,245		1,228		482		17			1		763			158
Other loans held for sale		79		129		285		(50	)		(39)		(206	)		(72)
Total loans and leases and loans held for sale		117,217		115,328		111,217		1,889			2		6,000			5
Total average interest-earning assets	$	143,770	$	142,163	$	138,429	$	1,607			1 %	$	5,341			4   %

Period-end interest earning assets of $146.2 billion increased $1.5 billion, or 1%, from September 30, 2018 as a $1.9 billion, or 2%, increase in loans and leases driven by particular strength in commercial, was partially offset by a $426 million decrease in investments and interest-bearing deposits, largely reflecting lower debt securities. Compared with December 31, 2017, period-end interest earning assets increased $6.9 million, or 5%, driven by loan and lease growth of $6.0 billion, or 5%, with growth in commercial and retail, and an increase in loans held for sale reflecting the impact of the FAMC acquisition. At the end of fourth quarter 2018, the average effective duration of the securities portfolio decreased to 4.4 years compared with 4.7 years at September 30, 2018, given lower long-term rates that drove an increase in securities prepayment speeds. At December 31, 2017, the securities portfolio duration was 3.9 years, reflecting the impact of lower rates and higher prepayment speeds.

10

Citizens Financial Group, Inc.

Average interest-earning assets of $143.8 billion in fourth quarter 2018 increased $1.6 billion, or 1%, from third quarter 2018 driven by loan and lease growth of $1.9 billion, or 2%, with growth in commercial and retail. Commercial loan growth largely reflects strength in commercial loans and commercial real estate, partially offset by planned reductions in commercial leases. Retail loan growth reflects strength in residential mortgage, unsecured and education, partially offset by planned reductions in auto and lower home equity.

Compared with fourth quarter 2017, average interest-earning assets increased $5.3 billion, or 4%, driven by a $4.0 billion, or 8%, increase in commercial loans and leases, a $1.4 billion, or 2%, increase in retail loans and a $557 million increase in loans held for sale, reflecting the impact of the FAMC acquisition. Results also reflect a $659 million decrease in investments and interest-bearing deposits, largely reflecting the impact of higher rates. Commercial loan results reflect strength in commercial loans and commercial real estate, partially offset by the planned reductions in commercial leases. Retail loan growth was driven by mortgage, unsecured and education, partially offset by planned reductions in auto and lower home equity. Excluding the impact of FAMC,* average loan growth was 5%.

							4Q18 change from
($s in millions)	4Q18		3Q18		4Q17		3Q18				4Q17
Period-end deposits							$		%		$		%
Demand deposits	$	29,458	$	29,785	$	29,279	$	(327)		(1)  %	$	179		1  %
Checking with interest		23,067		22,323		22,229		744		3		838		4
Savings		12,007		10,523		9,518		1,484		14		2,489		26
Money market accounts		35,701		35,613		37,454		88		—		(1,753)		(5)
Term deposits		19,342		18,831		16,609		511		3		2,733		16
Total period-end deposits	$	119,575	$	117,075	$	115,089	$	2,500		2   %	$	4,486		4  %
Average deposits
Demand deposits	$	29,824	$	29,703	$	28,868	$	121		—   %	$	956		3  %
Checking with interest		21,792		21,780		21,459		12		—		333		2
Savings		11,220		10,198		9,473		1,022		10		1,747		18
Money market accounts		35,929		36,593		37,483		(664)		(2)		(1,554)		(4)
Term deposits		19,000		18,764		16,470		236		1		2,530		15
Total average deposits	$	117,765	$	117,038	$	113,753	$	727		1   %	$	4,012		4  %

Total period-end deposits of $119.6 billion at December 31, 2018 increased $2.5 billion from September 30, 2018, reflecting an increase in savings, checking with interest, term deposits and money market accounts, partially offset by a decrease in commercial demand deposits. Compared with December 31, 2017, period-end total deposits increased $4.5 billion, or 4%, driven by growth in term deposits, savings, checking with interest and demand deposits, partially offset by a decrease in money market accounts. The increase in demand deposits includes $476 million tied to the FAMC acquisition. Excluding the impact of FAMC,* year-over-year deposit growth was 3%. Citizens Access deposits were $3.0 billion at the end of 2018, up from $1.0 billion at September 30, 2018.

Fourth quarter 2018 average deposits of $117.8 billion increased $727 million, or 1%, from third quarter 2018, reflecting growth in savings, term deposits and demand deposits, partially offset by a reduction in money market accounts. Compared with fourth quarter 2017, average deposits increased $4.0 billion, or 4%, reflecting growth in term, savings, demand deposits and checking with interest, partially offset by a decline in money market accounts. The increase in demand deposits includes $675 million tied to the FAMC acquisition. Excluding the impact of FAMC,* year-over-year average deposit growth was 3%. Citizens Access contributed average deposits of $2.0 billion in fourth quarter 2018 compared with $551 million in third quarter 2018.

11

Citizens Financial Group, Inc.

Borrowed funds									4Q18 change from
($s in millions)	4Q18		3Q18		4Q17		3Q18			4Q17
Period-end borrowed funds							$		%	$			%
Federal funds purchased and securities sold under agreements to repurchase	$	1,156	$	374	$	815	$	782	209   %	$	341			42 %
Other short-term borrowed funds		1,653		2,006		1,856		(353)	(18)		(203	)		(11)
Long-term Borrowed funds
FHLB advances		7,508		8,012		3,761		(504)	(6)		3,747			100
Senior debt		5,277		5,977		6,017		(699)	(12)		(740	)		(12)
Subordinated debt and other debt		1,648		1,650		1,988		(2)	—		(340	)		(17)
Total borrowed funds	$	17,242	$	18,019	$	14,436	$	(776)	(4)  %	$	2,805			19 %
Average borrowed funds	$	16,735	$	15,675	$	14,775	$	1,060	7   %	$	1,960			13 %

Total borrowed funds of $17.2 billion at December 31, 2018 decreased $776 million from September 30, 2018, primarily driven by the maturity of $750 million of senior debt. Compared with December 31, 2017, total borrowed funds increased $2.8 billion, or 19%, driven by an increase in long-term FHLB advances including the funding of the FAMC acquisition, partially offset by a $340 million decrease of subordinated debt and other debt, reflecting redemptions.

Average borrowed funds of $16.7 billion increased $1.1 billion, or 7%, from third quarter 2018 and increased $2.0 billion, or 13% compared with the fourth quarter 2017.

Capital								4Q18 change from
($s and shares in millions except per share data)	4Q18		3Q18		4Q17			3Q18					4Q17
Period-end capital								$			%		$			%
Stockholders’ equity	$	20,817	$	20,276	$	20,270		$	541			3  %	$	547			3   %
Stockholders’ common equity		19,977		19,733		20,023			244			1		(46	)		—
Tangible common equity		13,389		13,117		13,489			272			2		(100	)		(1)
Tangible book value per common share	$	28.73	$	27.66	$	27.48		$	1.07			4	$	1.25			5
Common shares - at end of period		466.0		474.1		490.8			(8.1	)		(2)		(24.8	)		(5)
Common shares - average (diluted)		469.1		477.6		493.8			(8.5	)		(2)  %		(24.7	)		(5) %
Common equity tier 1 capital ratio(1)		10.6  %		10.8  %		11.2	%
Total capital ratio(1)		13.3		13.4		13.9
Tier 1 leverage ratio(1)		10.0  %		9.9  %		10.0	%

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

At December 31, 2018, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 10.6% compared with 10.8% at September 30, 2018 and 11.2% at December 31, 2017, and a total capital ratio of 13.3% compared with total capital ratios of 13.4% as of September 30, 2018 and 13.9% as of December 31, 2017. Our capital ratios continue to reflect progress towards our objective of aligning our capital profile with that of peer regional banks, while maintaining a strong capital base to continue to drive future performance.

Tangible book value per common share of $28.73 increased 4% from third quarter 2018 and 5% from fourth quarter 2017.

During the fourth quarter 2018, the company repurchased 8.25 million shares of common stock at a weighted-average price of $36.38, and including common dividends, returned $427 million to shareholders. These results compare with $529 million returned to common shareholders in third quarter 2018 and $424 million in fourth quarter 2017.

In 2018, the company repurchased 25.8 million shares of common stock at a weighted-average price of $39.77, and including common dividends, returned $1.5 billion to common shareholders, up 31% from 2017. Comparables for 2017 were repurchases of 22.4 million shares of common stock at a weighted-average price of $36.67, and including common dividends, $1.14 billion returned to common shareholders.

12

Citizens Financial Group, Inc.

Credit quality review								4Q18 change from
($s in millions)	4Q18		3Q18		4Q17			3Q18				4Q17
								$		%		$		%
Nonperforming loans and leases	$	797	$	832	$	871		$	(35)		(4)  %	$	(74)	(8) %
Net charge-offs		85		86		78			(1)		(1)		7	9
Provision for credit losses		85		78		83			7		9		2	2
Allowance for loan and lease losses	$	1,242	$	1,242	$	1,236		$	—		—   %	$	6	—  %
Total nonperforming loans and leases as a % of total loans and leases		0.68   %		0.73   %		0.79	%		(5) bps				(11) bps
Net charge-offs as % of total loans and leases		0.29		0.30		0.28			(1) bps				1  bps
Allowance for loan and lease losses as a % of total loans and leases		1.06   %		1.08   %		1.12	%		(2) bps				(6) bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		156.0   %		149.3   %		142.0	%		670  bps				NM

Overall credit quality remains strong, reflecting growth in high quality retail loans and a broadly stable risk profile in commercial portfolios. Nonperforming loans and leases of $797 million decreased $35 million, or 4%, from September 30, 2018, reflecting a $57 million decrease in commercial, given payoffs and returns to accruing status, partially offset by a $22 million increase in retail, driven by seasonal increases in home equity, credit card and auto, as well as the expected seasoning of the retail unsecured portfolio. Compared to December 31, 2017, nonperforming loans and leases decreased $74 million, or 8%, reflecting a $64 million decrease in commercial, given a reduction in nonperforming commodities-related credits, and a $10 million decrease in retail, largely in home equity. The nonperforming loans and leases to total loans and leases ratio of 0.68% at December 31, 2018 improved five basis points from 0.73% at September 30, 2018 and improved 11 basis points from 0.79% at December 31, 2017.

Net charge-offs of $85 million were relatively stable compared with third quarter 2018, reflecting an $8 million decrease in commercial, reflecting higher recoveries, partially offset by a $7 million increase in retail largely driven by expected seasoning in the retail unsecured portfolio. Compared with fourth quarter 2017, net charge-offs increased $7 million, reflecting a $6 million increase in commercial net charge-offs, and relatively stable results in retail as the impact of expected seasoning in unsecured portfolios was offset by improvement in auto. Fourth quarter 2018 net charge-offs of 29 basis points of average loans and leases compares with 30 basis points in third quarter 2018 and 28 basis points in fourth quarter 2017.

Allowance for loan and lease losses of $1.2 billion is stable compared with third quarter 2018 and fourth quarter 2017 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 1.06% as of December 31, 2018, which was stable compared with 1.08% as of September 30, 2018 and down modestly from 1.12% as of December 31, 2017. The allowance for loan and lease losses to nonperforming loans and leases ratio of 156% as of December 31, 2018 compares to 149% as of September 30, 2018, and 142% as of December 31, 2017, reflecting the decrease in nonperforming loans.

13

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

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

Conference Call

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

Time:	9:00 am ET
Dial-in:	(800) 230-1074, conference ID 443614

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 18, 2019. Please dial (800) 475-6701 and enter access code 443614. 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 $160.5 billion in assets as of December 31, 2018. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 2,900 ATMs and approximately 1,100 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products, and asset finance. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

14

Citizens Financial Group, Inc.

Key Performance Metrics and Non-GAAP Financial Measures and Reconciliations

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

Key Performance Metrics:

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

• Return on average tangible common equity (ROTCE);

• Return on average total tangible assets (ROTA);

• Efficiency ratio;

• Operating leverage; and

• Common equity tier 1 capital ratio.

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

Non-GAAP Financial Measures:

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

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

15

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
												4Q18 Change												2018 Change
		4Q18		3Q18		2Q18		1Q18		4Q17		3Q18				4Q17				2018		2017		2017
												$		%		$		%						$		%
Noninterest income, Underlying:
Noninterest income (GAAP)			$421		$416		$388		$371		$404		$5		1 %		$17		4 %		$1,596		$1,534		$62		4 %
Less: Notable items			(5)		—		—		—		17		(5)		(100)		(22)		(129)		(5)		6		(11)		(183)
Noninterest income, Underlying (non-GAAP)			$426		$416		$388		$371		$387		$10		2 %		$39		10 %		$1,601		$1,528		$73		5 %
Total revenue, Underlying:
Total revenue (GAAP)	A		$1,593		$1,564		$1,509		$1,462		$1,484		$29		2 %		$109		7 %		$6,128		$5,707		$421		7 %
Less: Notable items			(5)		—		—		—		17		(5)		(100)		(22)		(129)		(5)		6		(11)		(183)
Total revenue, Underlying (non-GAAP)	B		$1,598		$1,564		$1,509		$1,462		$1,467		$34		2 %		$131		9 %		$6,133		$5,701		$432		8 %
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C		$951		$910		$875		$883		$898		$41		5 %		$53		6 %		$3,619		$3,474		$145		4 %
Less: Notable items			45		9		—		—		40		36		NM		5		13		54		55		(1)		(2)
Noninterest expense, Underlying (non-GAAP)	D		$906		$901		$875		$883		$858		$5		1 %		$48		6 %		$3,565		$3,419		$146		4 %
Pre-provision profit:
Total revenue (GAAP)	A		$1,593		$1,564		$1,509		$1,462		$1,484		$29		2 %		$109		7 %		$6,128		$5,707		$421		7 %
Less: Noninterest expense (GAAP)	C		951		910		875		883		898		41		5		53		6		3,619		3,474		145		4
Pre-provision profit (GAAP)			$642		$654		$634		$579		$586		($12)		(2%)		$56		10 %		$2,509		$2,233		$276		12 %
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B		$1,598		$1,564		$1,509		$1,462		$1,467		$34		2 %		$131		9 %		$6,133		$5,701		$432		8 %
Less: Noninterest expense, Underlying (non-GAAP)	D		906		901		875		883		858		5		1		48		6		3,565		3,419		146		4
Pre-provision profit, Underlying (non-GAAP)			$692		$663		$634		$579		$609		$29		4 %		$83		14 %		$2,568		$2,282		$286		13 %
Total credit-related costs, Underlying:
Provision for credit losses (GAAP)			$85		$78		$85		$78		$83		$7		9 %		$2		2 %		$326		$321		$5		2 %
Add: Notable items			—		—		—		—		—		—		—		—		—		—		26		(26)		(100)
Total credit-related costs, Underlying (non-GAAP)			$85		$78		$85		$78		$83		$7		9 %		$2		2 %		$326		$347		($21)		(6%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E		$557		$576		$549		$501		$503		($19)		(3%)		$54		11 %		$2,183		$1,912		$271		14 %
Less: Income (expense) before income tax expense (benefit) related to notable items			(50)		(9)		—		—		(23)		(41)		NM		(27)		(117)		(59)		(23)		(36)		(157)
Income before income tax expense, Underlying (non-GAAP)	F		$607		$585		$549		$501		$526		$22		4 %		$81		15 %		$2,242		$1,935		$307		16 %
Income tax expense, Underlying:
Income tax expense (benefit) (GAAP)	G		$92		$133		$124		$113		($163)		($41)		(31%)		$255		156 %		$462		$260		$202		78%
Less: Income tax expense (benefit) related to notable items			(41)		(2)		—		—		(340)		(39)		NM		299		88		(43)		(363)		320		88
Income tax expense, Underlying (non-GAAP)	H		$133		$135		$124		$113		$177		($2)		(1%)		($44)		(25%)		$505		$623		($118)		(19%)
Net income, Underlying:
Net income (GAAP)	I		$465		$443		$425		$388		$666		$22		5 %		($201)		(30%)		$1,721		$1,652		$69		4 %
Add: Notable items, net of income tax expense (benefit)			9		7		—		—		(317)		2		29		326		103		16		(340)		356		105
Net income, Underlying (non-GAAP)	J		$474		$450		$425		$388		$349		$24		5 %		$125		36 %		$1,737		$1,312		$425		32 %
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K		$450		$436		$425		$381		$666		$14		3 %		($216)		(32%)		$1,692		$1,638		$54		3 %
Add: Notable items, net of income tax expense (benefit)			9		7		—		—		(317)		2		29		326		103		16		(340)		356		105
Net income available to common stockholders, Underlying (non-GAAP)	L		$459		$443		$425		$381		$349		$16		4 %		$110		32 %		$1,708		$1,298		$410		32 %

16

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
																	4Q18 Change														2018 Change
		4Q18			3Q18			2Q18			1Q18			4Q17			3Q18				4Q17				2018			2017			2017
																	$/bps		%		$/bps		%								$/bps		%
Operating leverage:
Total revenue (GAAP)	A		$1,593			$1,564			$1,509			$1,462			$1,484			$29		1.78  %		$109		7.30  %		$6,128			$5,707			$421		7.37  %
Less: Noninterest expense (GAAP)	C		951			910			875			883			898			41		4.39		53		5.82		3,619			3,474			145		4.18
Operating leverage																				(2.61%)				1.48  %										3.19  %
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B		$1,598			$1,564			$1,509			$1,462			$1,467			$34		2.08  %		$131		8.89  %		$6,133			$5,701			$432		7.58  %
Less: Noninterest expense, Underlying (non-GAAP)	D		906			901			875			883			858			5		0.44		48		5.53		3,565			3,419			146		4.30
Operating Leverage, Underlying (non-GAAP)																				1.64  %				3.36  %										3.28  %
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		59.69	%		58.20	%		57.95	%		60.43	%		60.52	%		149		bps		(83)		bps		59.06	%		60.87	%		(181)		bps
Efficiency ratio, Underlying (non-GAAP)	D/B		56.70			57.62			57.95			60.43			58.50			(92)		bps		(180)		bps		58.13			59.96			(183)		bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		16.45	%		23.16	%		22.58	%		22.52	%		(32.40)	%		(671)		bps		4,885		bps		21.16	%		13.62	%		754		bps
Effective income tax rate, Underlying (non-GAAP)	H/F		21.91			23.20			22.58			22.52			33.68			(129)		bps		(1,177)		bps		22.55			32.20			(965)		bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M		$19,521			$19,599			$19,732			$19,732			$19,624			($78)		—%		($103)		(1%)		$19,645			$19,618			$27		—%
Return on average common equity	K/M		9.16	%		8.82	%		8.65	%		7.83%			13.46%			34		bps		(430)		bps		8.62	%		8.35	%		27		bps
Return on average common equity, Underlying (non-GAAP)	L/M		9.33			8.96			8.65			7.83			7.05			37		bps		228		bps		8.69			6.62			207		bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M		$19,521			$19,599			$19,732			$19,732			$19,624			($78)		—%		($103)		(1%)		$19,645			$19,618			$27		—%
Less: Average goodwill (GAAP)			6,946			6,926			6,887			6,887			6,887			20		—		59		1		6,912			6,883			29		—
Less: Average other intangibles (GAAP)			32			22			2			2			2			10		45		30		NM		14			2			12		NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			364			360			357			355			531			4		1		(167)		(31)		359			534			(175)		(33)
Average tangible common equity	N		$12,907			$13,011			$13,200			$13,198			$13,266			($104)		(1%)		($359)		(3%)		$13,078			$13,267			($189)		(1%)
Return on average tangible common equity	K/N		13.85	%		13.29	%		12.93	%		11.71	%		19.92	%		56		bps		(607)		bps		12.94	%		12.35  %			59		bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N		14.11			13.50			12.93			11.71			10.43			61		bps		368		bps		13.06			9.79			327		bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O		$157,732			$155,624			$153,253			$151,523			$151,111			$2,108		1%		$6,621		4%		$154,553			$149,953			$4,600		3%
Return on average total assets	I/O		1.17	%		1.13	%		1.11	%		1.04	%		1.75	%		4		bps		(58)		bps		1.11	%		1.10	%		1		bps
Return on average total assets, Underlying (non-GAAP)	J/O		1.19			1.15			1.11			1.04			0.92			4		bps		27		bps		1.12			0.88			24		bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	O		$157,732			$155,624			$153,253			$151,523			$151,111			$2,108		1%		$6,621		4%		$154,553			$149,953			$4,600		3%
Less: Average goodwill (GAAP)			6,946			6,926			6,887			6,887			6,887			20		—		59		1		6,912			6,883			29		—
Less: Average other intangibles (GAAP)			32			22			2			2			2			10		45		30		NM		14			2			12		NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			364			360			357			355			531			4		1		(167)		(31)		359			534			(175)		(33)
Average tangible assets	P		$151,118			$149,036			$146,721			$144,989			$144,753			$2,082		1%		$6,365		4%		$147,986			$143,602			$4,384		3%
Return on average total tangible assets	I/P		1.22	%		1.18	%		1.16	%		1.08%			1.83	%		4		bps		(61)		bps		1.16	%		1.15	%		1		bps
Return on average total tangible assets, Underlying (non-GAAP)	J/P		1.24			1.20			1.16			1.08			0.96			4		bps		28		bps		1.17			0.91			26		bps

17

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
												4Q18 Change												2018 Change
		4Q18		3Q18		2Q18		1Q18		4Q17		3Q18				4Q17				2018		2017		2017
												$/bps		%		$/bps		%						$/bps		%
Tangible book value per common share:
Common shares - at period-end (GAAP)	Q		466,007,984		474,120,616		484,055,194		487,551,444		490,812,912		(8,112,632)		(2%)		(24,804,928)		(5%)		466,007,984		490,812,912		(24,804,928)		(5%)
Common stockholders’ equity (GAAP)			$19,977		$19,733		$19,924		$19,812		$20,023		$244		1		($46)		—		$19,977		$20,023		($46)		—
Less: Goodwill (GAAP)			6,923		6,946		6,887		6,887		6,887		(23)		—		36		1		6,923		6,887		36		1
Less: Other intangible assets (GAAP)			31		33		2		2		2		(2)		(6)		29		NM		31		2		29		NM
Add: Deferred tax liabilities related to goodwill (GAAP)			366		363		359		357		355		3		1		11		3		366		355		11		3
Tangible common equity	R		$13,389		$13,117		$13,394		$13,280		$13,489		$272		2 %		($100)		(1%)		$13,389		$13,489		($100)		(1%)
Tangible book value per common share	R/Q		$28.73		$27.66		$27.67		$27.24		$27.48		$1.07		4 %		$1.25		5 %		$28.73		$27.48		$1.25		5 %
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	S		467,338,825		475,957,526		484,744,354		487,500,618		492,149,763		(8,618,701)		(2%)		(24,810,938)		(5%)		478,822,072		502,157,440		(23,335,368)		(5%)
Average common shares outstanding - diluted (GAAP)	T		469,103,134		477,599,917		486,141,695		489,266,826		493,788,007		(8,496,783)		(2)		(24,684,873)		(5)		480,430,741		503,685,091		(23,254,350)		(5)
Net income per average common share - basic (GAAP)	K/S		$0.96		$0.92		$0.88		$0.78		$1.35		$0.04		4		($0.39)		(29)		$3.54		$3.26		$0.28		9
Net income per average common share - diluted (GAAP)	K/T		0.96		0.91		0.88		0.78		1.35		0.05		5		(0.39)		(29)		3.52		3.25		0.27		8
Net income per average common share - basic, Underlying (non-GAAP)	L/S		0.98		0.93		0.88		0.78		0.71		0.05		5		0.27		38		3.57		2.59		0.98		38
Net income per average common share - diluted, Underlying (non-GAAP)	L/T		0.98		0.93		0.88		0.78		0.71		0.05		5		0.27		38		3.56		2.58		0.98		38
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	U		$0.27		$0.27		$0.22		$0.22		$0.18		$—		— %		$0.09		50 %		$0.98		$0.64		$0.34		53
Dividend payout ratio	U/(K/S)		28 %		29 %		25 %		28 %		13 %		(100)		bps		1,500		bps		28 %		20 %		800		bps
Dividend payout ratio, Underlying (non-GAAP)	U/(L/S)		27		29		25		28		25		(200)		bps		200		bps		27		25		200		bps

18

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
											4Q18 Change												2018 Change
	4Q18		3Q18		2Q18		1Q18		4Q17		3Q18				4Q17				2018		2017		2017
											$/bps		%		$/bps		%						$/bps		%
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)		$51		$49		$27		$25		$28		$2		4 %		$23		82 %		$152		$108		$44		41 %
Less: Notable items		(4)		—		—		—		—		(4)		(100)		(4)		(100)		(4)		—		(4)		(100)
Mortgage banking fees, Underlying (non-GAAP)		$55		$49		$27		$25		$28		$6		12 %		$27		96 %		$156		$108		$48		44 %
Other income, Underlying
Other income (GAAP)		$15		$17		$15		$17		$40		($2)		(12%)		($25)		(63%)		$64		$84		($20)		(24%)
Less: Notable items		(1)		—		—		—		17		(1)		(100)		(18)		(106)		(1)		6		(7)		(117)
Other income, Underlying (non-GAAP)		$16		$17		$15		$17		$23		($1)		(6%)		($7)		(30%)		$65		$78		($13)		(17%)
Salaries and employee benefits, Underlying1:
Salaries and employee benefits (GAAP)1		$483		$474		$453		$470		$450		$9		2 %		$33		7 %		$1,880		$1,766		$114		6 %
Less: Notable items		6		5		—		—		17		1		20		(11)		(65)		11		17		(6)		(35)
Salaries and employee benefits, Underlying (non-GAAP)1		$477		$469		$453		$470		$433		$8		2 %		$44		10 %		$1,869		$1,749		$120		7 %
Outside services, Underlying:
Outside services (GAAP)		$135		$107		$106		$99		$118		$28		26 %		$17		14 %		$447		$404		$43		11 %
Less: Notable items		19		1		—		—		12		18		NM		7		58		20		12		8		67
Outside services, Underlying (non-GAAP)		$116		$106		$106		$99		$106		$10		9 %		$10		9 %		$427		$392		$35		9 %
Occupancy, Underlying:
Occupancy (GAAP)		$92		$81		$79		$81		$80		$11		14 %		$12		15 %		$333		$319		$14		4 %
Less: Notable items		16		—		—		—		—		16		100		16		100		16		—		16		100
Occupancy, Underlying (non-GAAP)		$76		$81		$79		$81		$80		($5)		(6%)		($4)		(5%)		$317		$319		($2)		(1%)
Equipment expense, Underlying:
Equipment expense (GAAP)		$74		$70		$64		$67		$67		$4		6 %		$7		10 %		$275		$263		$12		5 %
Less: Notable items		3		—		$—		—		—		3		100		3		100		3		—		3		100
Equipment expense, Underlying (non-GAAP)		$71		$70		$64		$67		$67		$1		1 %		$4		6 %		$272		$263		$9		3 %
Other operating expense, Underlying1:
Other operating expense (GAAP)1		$117		$131		$127		$120		$137		($14)		(11%)		($20)		(15%)		$495		$542		($47)		(9%)
Less: Notable items		1		3		—		—		11		(2)		(67)		(10)		(91)		4		26		(22)		(85)
Other operating expense, Underlying (non-GAAP)1		$116		$128		$127		$120		$126		($12)		(9%)		($10)		(8%)		$491		$516		($25)		(5%)

¹As of January 1, 2018, we retrospectively adopted ASU 2017-07, Compensation – Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the service cost component of net periodic pension and postretirement benefit cost to be reported separately in the Consolidated Statements of Operations from the other components. Prior periods have been adjusted to conform with the current period presentation.

19

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS																		FULL YEAR
												4Q18 Change												2018 Change
		4Q18		3Q18		2Q18		1Q18		4Q17		3Q18				4Q17				2018		2017		2017
												$		%		$		%						$		%
Net interest income, Underlying excluding FAMC:
Net interest income (GAAP)			$1,172		$1,148		$1,121		$1,091		$1,080		$24		2 %		$92		9 %		$4,532		$4,173		$359		9 %
Less: FAMC Impact			3		2		—		—		—		1		50		3		100		5		—		5		100
Net interest income, Underlying excluding FAMC (non-GAAP)			$1,169		$1,146		$1,121		$1,091		$1,080		$23		2 %		$89		8 %		$4,527		$4,173		$354		8 %
Net interest margin, Underlying excluding FAMC:
Net interest margin (GAAP)			3.22 %		3.19 %		3.18 %		3.16 %		3.08 %		3		bps		14		bps		3.19 %		3.02 %		17		bps
Less: FAMC impact			(0.01)		(0.01)		—		—		—		—				(1)				—		—		—
Net interest margin, Underlying excluding FAMC (non-GAAP)			3.23 %		3.20 %		3.18 %		3.16 %		3.08 %		3		bps		15		bps		3.19 %		3.02 %		17		bps
Noninterest income, Underlying excluding FAMC:
Noninterest income (GAAP)			$421		$416		$388		$371		$404		$5		1 %		$17		4 %		$1,596		$1,534		$62		4 %
Less: Notable items			(5)		—		—		—		17		(5)		(100)		(22)		(129)		(5)		6		(11)		(183)
Less: FAMC impact			33		24		—		—		—		9		38		33		100		57		—		57		100
Noninterest income, Underlying excluding FAMC (non-GAAP)			$393		$392		$388		$371		$387		$1		— %		$6		2 %		$1,544		$1,528		$16		1 %
Total revenue, Underlying excluding FAMC:
Total revenue (GAAP)	A		$1,593		$1,564		$1,509		$1,462		$1,484		$29		2 %		$109		7 %		$6,128		$5,707		$421		7 %
Less: Notable items			(5)		—		—		—		17		(5)		(100)		(22)		(129)		(5)		6		(11)		(183)
Less: FAMC impact			36		26		—		—		—		10		38		36		100		62		—		62		100
Total revenue, Underlying excluding FAMC (non-GAAP)	B		$1,562		$1,538		$1,509		$1,462		$1,467		$24		2 %		$95		6 %		$6,071		$5,701		$370		6 %
Noninterest expense, Underlying excluding FAMC:
Noninterest expense (GAAP)	C		$951		$910		$875		$883		$898		$41		5 %		$53		6 %		$3,619		$3,474		$145		4 %
Less: Notable items			45		9		—		—		40		36		NM		5		13		54		55		(1)		(2)
Less: FAMC impact			35		25		—		—		—		10		40		35		100		60		—		60		100
Noninterest expense, Underlying excluding FAMC (non-GAAP)	D		$871		$876		$875		$883		$858		($5)		(1%)		$13		2 %		$3,505		$3,419		$86		3 %
Pre-provision profit, Underlying excluding FAMC:
Total revenue, Underlying excluding FAMC (non-GAAP)	B		$1,562		$1,538		$1,509		$1,462		$1,467		$24		2 %		$95		6 %		$6,071		$5,701		$370		6 %
Less: Noninterest expense, Underlying excluding FAMC (non-GAAP)	D		871		876		875		883		858		(5)		(1)		13		2		3,505		3,419		86		3
Pre-provision profit, Underlying excluding FAMC (non-GAAP)			$691		$662		$634		$579		$609		$29		4 %		$82		13 %		$2,566		$2,282		$284		12 %
Income before income tax expense, Underlying excluding FAMC:
Income before income tax expense (GAAP)	E		$557		$576		$549		$501		$503		($19)		(3%)		$54		11 %		$2,183		$1,912		$271		14 %
Less: Income (expense) before income tax expense (benefit) related to notable items			(50)		(9)		—		—		(23)		(41)		NM		(27)		(117)		(59)		(23)		(36)		(157)
Less: Income (expense) before income tax expense (benefit) related to FAMC impact			1		1		—		—		—		—		—		1		100		2		—		2		100
Income before income tax expense, Underlying excluding FAMC (non-GAAP)	F		$606		$584		$549		$501		$526		$22		4 %		$80		15 %		$2,240		$1,935		$305		16 %
Income tax expense, Underlying excluding FAMC:
Income tax expense (benefit) (GAAP)	G		$92		$133		$124		$113		($163)		($41)		(31%)		$255		156 %		$462		$260		$202		78 %
Less: Income tax expense (benefit) related to notable items			(41)		(2)		—		—		(340)		(39)		NM		299		88		(43)		(363)		320		88
Less: Income tax expense (benefit) related to FAMC			—		—		—		—		—		—		—		—		—		1		—		1		100
Income tax expense, Underlying excluding FAMC (non-GAAP)	H		$133		$135		$124		$113		$177		($2)		(1%)		($44)		(25%)		$504		$623		($119)		(19%)

20

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q18 Change																		2018 Change
		4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																	$			%			$			%									$			%
Net income, Underlying excluding FAMC:
Net income (GAAP)			$465			$443			$425			$388			$666			$22			5 %			($201	)		(30%)			$1,721			$1,652			$69			4 %
Add: Notable items, net of income tax expense (benefit)			9			7			—			—			(317	)		2			29			326			103			16			(340	)		356			105
Add: FAMC impact, net of income tax expense (benefit)			(1	)		(1	)		—			—			—			—			—			(1	)		(100)			(1	)		—			(1	)		100
Net income, Underlying excluding FAMC (non-GAAP)			$473			$449			$425			$388			$349			$24			5 %			$124			36 %			$1,736			$1,312			$424			32 %
Net income available to common stockholders, Underlying excluding FAMC:
Net income available to common stockholders (GAAP)	I		$450			$436			$425			$381			$666			$14			3 %			($216	)		(32%	)		$1,692			$1,638			$54			3 %
Add: Notable items, net of income tax expense (benefit)			9			7			—			—			(317	)		2			29			326			103			16			(340	)		356			105
Add: FAMC impact, net of income tax expense (benefit)			(1	)		(1	)		—			—			—			—			—			(1	)		(100)			(1	)		—			(1	)		100
Net income available to common stockholders, Underlying excluding FAMC (non-GAAP)	J		$458			$442			$425			$381			$349			$16			4 %			$109			31 %			$1,707			$1,298			$409			32 %
Operating leverage:
Total revenue (GAAP)	A		$1,593			$1,564			$1,509			$1,462			$1,484			$29			1.78  %			$109			7.30  %			$6,128			$5,707			$421			7.37  %
Less: Noninterest expense (GAAP)	C		951			910			875			883			898			41			4.39			53			5.82			3,619			3,474			145			4.18
Operating leverage																					(2.61%)						1.48  %												3.19  %
Operating leverage, Underlying excluding FAMC:
Total revenue, Underlying excluding FAMC (non-GAAP)	B		$1,562			$1,538			$1,509			$1,462			$1,467			$24			1.52  %			$95			6.45  %			$6,071			$5,701			$370			6.48  %
Less: Noninterest expense, Underlying excluding FAMC (non-GAAP)	D		871			876			875			883			858			(5	)		(0.58)			13			1.48			3,505			3,419			86			2.52
Operating leverage, Underlying excluding FAMC (non-GAAP)																					2.10  %						4.97  %												3.96  %
Efficiency ratio and efficiency ratio, Underlying excluding FAMC:
Efficiency ratio	C/A		59.69	%		58.20	%		57.95	%		60.43	%		60.52	%		149			bps			(83	)		bps			59.06	%		60.87  %			(181	)		bps
Efficiency ratio, Underlying excluding FAMC (non-GAAP)	D/B		55.77			56.95			57.95			60.43			58.50			(118	)		bps			(273	)		bps			57.74			59.96			(222	)		bps
Effective income tax rate and effective income tax rate, Underlying excluding FAMC:
Effective income tax rate	G/E		16.45	%		23.16	%		22.58	%		22.52	%		(32.40%	)		(671	)		bps			4,885			bps			21.16	%		13.62	%		754			bps
Effective income tax rate, Underlying excluding FAMC (non-GAAP)	H/F		21.91			23.20			22.58			22.52			33.68			(129	)		bps			(1,177	)		bps			22.55			32.20			(965	)		bps
Return on average tangible common equity:
Average common equity (GAAP)			$19,521			$19,599			$19,732			$19,732			$19,624			($78	)		—  %			($103	)		(1%	)		$19,645			$19,618			$27			—  %
Less: Average goodwill (GAAP)			6,946			6,926			6,887			6,887			6,887			20			—			59			1			6,912			6,883			29			—
Less: Average other intangibles (GAAP)			32			22			2			2			2			10			45			30			NM			14			2			12			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			364			360			357			355			531			4			1			(167	)		(31	)		359			534			(175	)		(33)
Average tangible common equity	K		$12,907			$13,011			$13,200			$13,198			$13,266			($104	)		(1%	)		($359	)		(3%	)		$13,078			$13,267			($189	)		(1%)
Return on average tangible common equity	I/K		13.85	%		13.29	%		12.93	%		11.71	%		19.92	%		56			bps			(607	)		bps			12.94	%		12.35	%		59			bps

21

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS																				FULL YEAR
												4Q18 Change														2018 Change
		4Q18		3Q18		2Q18		1Q18		4Q17		3Q18					4Q17					2018		2017		2017
												$			%		$			%						$			%
Return on average tangible common equity, Underlying excluding FAMC:
Average common equity, Underlying excluding FAMC (non-GAAP)			$19,525		$19,600		$19,732		$19,732		$19,624		($75)			— %		($99)			(1%)		$19,647		$19,618		$29			— %
Less: Average goodwill, Underlying excluding FAMC (non-GAAP)			6,887		6,887		6,887		6,887		6,887		—			—		—			—		6,887		6,883		4			—
Less: Average other intangibles, Underlying excluding FAMC (non-GAAP)			2		2		2		2		2		—			—		—			—		2		2		—			—
Add: Average deferred tax liabilities related to goodwill, Underlying excluding FAMC (non-GAAP)			364		360		357		355		531		4			1		(167)			(31)		359		534		(175)			(33)
Average tangible common equity, Underlying excluding FAMC (non-GAAP)	L		$13,000		$13,071		$13,200		$13,198		$13,266		($71)			(1%)		($266)			(2%)		$13,117		$13,267		($150)			(1%)
Return on average tangible common equity, Underlying excluding FAMC (non-GAAP)	J/L		13.98 %		13.41 %		12.93 %		11.71 %		10.43 %		57	bps				355	bps				13.01 %		9.79 %		322	bps
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying excluding FAMC:
Average common shares outstanding - basic (GAAP)	M		467,338,825		475,957,526		484,744,354		487,500,618		492,149,763		(8,618,701)			(2%)		(24,810,938)			(5%)		478,822,072		502,157,440		(23,335,368)			(5%)
Average common shares outstanding - diluted (GAAP)	N		469,103,134		477,599,917		486,141,695		489,266,826		493,788,007		(8,496,783)			(2)		(24,684,873)			(5)		480,430,741		503,685,091		(23,254,350)			(5)
Net income per average common share - basic (GAAP)	I/M		$0.96		$0.92		$0.88		$0.78		$1.35		$0.04			4		($0.39)			(29)		$3.54		$3.26		$0.28			9
Net income per average common share - diluted (GAAP)	J/M		0.96		0.91		0.88		0.78		1.35		0.05			5		(0.39)			(29)		3.52		3.25		0.27			8
Net income per average common share - basic, Underlying excluding FAMC (non-GAAP)	I/N		0.98		0.93		0.88		0.78		0.71		0.05			5		0.27			38		3.56		2.59		0.97			37
Net income per average common share - diluted, Underlying excluding FAMC (non-GAAP)	J/N		0.98		0.93		0.88		0.78		0.71		0.05			5		0.27			38		3.55		2.58		0.97			38

22

Citizens Financial Group, Inc.

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

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

	QUARTERLY TRENDS																		FULL YEAR
											4Q18 Change												2018 Change
	4Q18		3Q18		2Q18		1Q18		4Q17		3Q18				4Q17				2018		2017		2017
											$		%		$		%						$		%
Mortgage banking fees, Underlying excluding FAMC:
Mortgage banking fees (GAAP)		$51		$49		$27		$25		$28		$2		4 %		$23		82 %		$152		$108		$44		41 %
Less: Notable items		(4)		—		—		—		—		(4)		(100)		(4)		(100)		(4)		—		(4)		100
Less: FAMC impact		33		24		—		—		—		9		38		33		100		57		—		57		100
Mortgage banking fees, Underlying excluding FAMC (non-GAAP)		$22		$25		$27		$25		$28		($3)		(12%)		($6)		(21 %)		$99		$108		($9)		(8%)
Other Income, Underlying excluding FAMC:
Other income (GAAP)		$15		$17		$15		$17		$40		($2)		(12%)		($25)		(63 %)		$64		$84		($20)		(24%)
Less: Notable items		(1)		—		—		—		17		(1)		(100)		(18)		(106)		(1)		6		(7)		(117)
Less: FAMC impact		—		—		—		—		—		—		—		—		—		—		—		—		—
Other income, Underlying excluding FAMC (non-GAAP)		$16		$17		$15		$17		$23		($1)		(6 %)		($7)		(30%)		$65		$78		($13)		(17%)
Salaries and employee benefits, Underlying excluding FAMC1:
Salaries and employee benefits (GAAP)1		$483		$474		$453		$470		$450		$9		2 %		$33		7 %		$1,880		$1,766		$114		6 %
Less: Notable items		6		5		—		—		17		1		20		(11)		(65)		11		17		(6)		(35)
Less: FAMC impact		20		16		—		—		—		4		25		20		100		36		—		36		100
Salaries and employee benefits, Underlying excluding FAMC (non-GAAP)1		$457		$453		$453		$470		$433		$4		1 %		$24		6 %		$1,833		$1,749		$84		5 %
Outside services, Underlying excluding FAMC:
Outside services (GAAP)		$135		$107		$106		$99		$118		$28		26 %		$17		14 %		$447		$404		$43		11 %
Less: Notable items		19		1		—		—		12		18		NM		7		58		20		12		8		67
Less: FAMC impact		8		5		—		—		—		3		60		8		100		13		—		13		100
Outside services, Underlying excluding FAMC (non-GAAP)		$108		$101		$106		$99		$106		$7		7 %		$2		2 %		$414		$392		$22		6 %
Occupancy, Underlying excluding FAMC:
Occupancy (GAAP)		$92		$81		$79		$81		$80		$11		14 %		$12		15 %		$333		$319		$14		4 %
Less: Notable items		16		—		—		—		—		16		100		16		100		16		—		16		100
Less: FAMC impact		1		1		—		—		—		—		—		1		100		2		—		2		100
Occupancy, Underlying excluding FAMC (non-GAAP)		$75		$80		$79		$81		$80		($5)		(6%)		($5)		(6%)		$315		$319		($4)		(1%)
Equipment expense, Underlying excluding FAMC:
Equipment expense (GAAP)		$74		$70		$64		$67		$67		$4		6 %		$7		10 %		$275		$263		$12		5 %
Less: Notable items		3		—		—		—		—		3		100		3		100		3		—		3		100
Less: FAMC impact		2		1		—		—		—		1		100		2		100		3		—		3		100
Equipment expense, Underlying excluding FAMC (non-GAAP)		$69		$69		$64		$67		$67		$—		— %		$2		3 %		$269		$263		$6		2 %
Other operating expense, Underlying excluding FAMC1:
Other operating expense (GAAP)1		$117		$131		$127		$120		$137		($14)		(11%)		($20)		(15%)		$495		$542		($47)		(9%)
Less: Notable items		1		3		—		—		11		(2)		(67)		(10)		(91)		4		26		(22)		(85)
Less: FAMC impact		4		2		—		—		—		2		100		4		100		6		—		6		100
Other operating expense, Underlying excluding FAMC (non-GAAP)1		$112		$126		$127		$120		$126		($14)		(11%)		($14)		(11%)		$485		$516		($31)		(6%)

¹As of January 1, 2018, we retrospectively adopted ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the service cost component of net periodic pension and postretirement benefit cost to be reported separately in the Consolidated Statements of Operations from the other components. Prior periods have been adjusted to conform with the current period presentation.

23

Citizens Financial Group, Inc.

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

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

	QUARTERLY TRENDS																		FULL YEAR
											4Q18 Change												2018 Change
	4Q18		3Q18		2Q18		1Q18		4Q17		3Q18				4Q17				2018		2017		2017
											$		%		$		%						$		%
Total assets, Underlying excluding FAMC (period-end):
Total assets (GAAP)		$160,518		$158,598		$155,431		$153,453		$152,336		$1,920		1  %		$8,182		5  %		$160,518		$152,336		$8,182		5  %
Less: FAMC Impact		1,484		1,721		—		—		—		(237)		(14)		1,484		100		1,484		—		1,484		100
Total assets, Underlying excluding FAMC (non-GAAP) (period-end)		$159,034		$156,877		$155,431		$153,453		$152,336		$2,157		1  %		$6,698		4  %		$159,034		$152,336		$6,698		4  %
Total average loans and leases, Underlying excluding FAMC:
Total average loans and leases (GAAP)		$115,893		$113,971		$112,856		$111,115		$110,450		$1,922		2  %		$5,443		5  %		$113,473		$109,292		$4,181		4  %
Less: FAMC Impact		106		66		—		—		—		40		61		106		100		43		—		43		100
Total average loans and leases, Underlying excluding FAMC (non-GAAP)		$115,787		$113,905		$112,856		$111,115		$110,450		$1,882		2  %		$5,337		5  %		$113,430		$109,292		$4,138		4  %
Total average interest-earning assets, Underlying excluding FAMC:
Average interest-earning assets (GAAP)		$143,770		$142,163		$140,525		$138,671		$138,429		$1,607		1  %		$5,341		4  %		$141,299		$137,482		$3,817		3  %
Less: FAMC Impact		857		790		—		—		—		67		8		857		100		415		—		415		100
Total average interest-earning assets, Underlying excluding FAMC (non-GAAP)		$142,913		$141,373		$140,525		$138,671		$138,429		$1,540		1  %		$4,484		3  %		$140,884		$137,482		$3,402		2  %
Total deposits, Underlying excluding FAMC (period-end):
Total deposits (GAAP)		$119,575		$117,075		$117,073		$115,730		$115,089		$2,500		2  %		$4,486		4  %		$119,575		$115,089		$4,486		4  %
Less: FAMC Impact		476		624		—		—		—		(148)		(24)		476		100		476		—		476		100
Total deposits, Underlying excluding FAMC (non-GAAP) (period-end)		$119,099		$116,451		$117,073		$115,730		$115,089		$2,648		2  %		$4,010		3  %		$119,099		$115,089		$4,010		3  %
Total average deposits, Underlying excluding FAMC:
Total average deposits (GAAP)		$117,765		$117,038		$115,142		$113,423		$113,753		$727		1  %		$4,012		4  %		$115,857		$111,874		$3,983		4  %
Less: FAMC Impact		675		442		—		—		—		233		53		675		100		282		—		282		100
Total average deposits, Underlying excluding FAMC (non-GAAP)		$117,090		$116,596		$115,142		$113,423		$113,753		$494		—  %		$3,337		3  %		$115,575		$111,874		$3,701		3  %
Total average demand deposits, Underlying excluding FAMC:
Total average demand deposits (GAAP)		$29,824		$29,703		$28,834		$28,544		$28,868		$121		—  %		$956		3  %		$29,231		$28,134		$1,097		4  %
Less: FAMC Impact		675		442		—		—		—		233		53		675		100		282		—		282		100
Total average demand deposits, Underlying excluding FAMC (non-GAAP)		$29,149		$29,261		$28,834		$28,544		$28,868		($112)		—  %		$281		1  %		$28,949		$28,134		$815		3  %

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, 2017, filed with the United States Securities and Exchange Commission on February 24, 2018.

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

CFG-IR

26

EX-99.2

4Q18 and 2018 Financial Results January 18, 2019 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. Statements regarding potential future share repurchases and future dividends are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: Negative economic and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense; The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals; Our ability to meet heightened supervisory requirements and expectations; Liabilities and business restrictions resulting from litigation and regulatory investigations; Our capital and liquidity requirements (including under regulatory capital standards, such as the U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms; The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services; A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the 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 repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2017. Key Performance Metrics and Non-GAAP Financial Measures and Reconciliations Key Performance Metrics: Our Management uses certain key performance metrics (KPMs) to gauge our progress against strategic and operational goals, as well as to compare our performance against peers. The KPMs are referred to in our Registration Statements on Form S-1 and our external financial reports filed with the Securities and Exchange Commission. The KPMs include: Return on average tangible common equity (ROTCE); Return on average total tangible assets (ROTA); Efficiency ratio; Operating leverage; and Common equity tier 1 capital ratio. Established targets for the KPMs are based on Management-reporting results which are currently referred to by the Company as “Underlying” results. In historical periods, these results may have been referred to as "Adjusted" or "Adjusted/Underlying" results. We believe that Underlying results, which exclude notable items, provide the best representation of our underlying financial progress toward the KPMs as the results exclude items that our Management does not consider indicative of our on-going financial performance. We have consistently shown investors our KPMs on a Management-reporting basis since our initial public offering in September of 2014. KPMs that reflect Underlying results are considered non-GAAP financial measures. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results. In historical periods, these results may have been referred to as Adjusted or Adjusted/Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The following tables present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

Table of contents page 4Q18 Highlights 4 Notable items detail 5 4Q18 Underlying financial summary 7 2018 Underlying financial summary 9 Underlying 2018 performance vs. guidance 19 FY2019 Outlook 20 1Q19 Outlook 21 New medium-term financial targets 24 Key Messages 25 Appendix 26

Provision expense of $85 million; increased $7 million from relatively low 3Q18 levels Overall credit quality remains strong; NPLs of 68 bps of loans decreased 4% QoQ and 8% YoY NPL coverage ratio of 156% vs. 149% in 3Q18 and 142% in 4Q17 Allowance to loans and leases of 1.06% vs. 1.08% in 3Q18 and 1.12% in 4Q17, reflecting continued improving loan mix and credit quality 5% YoY average loan growth, with strength in commercial and retail Average loan yields of 4.59% expanded 13 bps QoQ and 58 bps YoY, reflecting the benefit of higher rates and 5 bps of benefit from 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; 2018 managed money revenue up 24% YoY; 2018 average demand deposits up 5% YoY Commercial Banking initiatives – Strong 2018 loan growth of 6%; continued progress in diversifying fee income with M&A fees up 56%, FX & IRP up 16% and card fees up 18%; Achieved record number of Lead/Joint Lead Arranger transactions in loan syndications, up 9% YoY 4Q18 highlights Improving profitability and returns Strong capital, liquidity and funding Strong credit quality Continued progress on strategic growth, efficiency and balance sheet optimization initiatives Robust capital levels with a common equity tier 1 ratio of 10.6%; TBV per share of $28.73, up 5% from 4Q17 4Q18 average deposits increased $4.0 billion, or 4% vs. 4Q17; year-end loan-to-deposit ratio of 97.6% $300 million of common share repurchases at a weighted-average price of $36.38 per share in 4Q18; announced quarterly dividend increase of 19% to $0.32 per share beginning in 1Q19; reflects a 45% increase YoY Net income of $465 million; diluted EPS of $0.96. Results reflect a net $9 million after-tax reduction, or $0.02 per share, from notable items in 4Q18 compared with a 4Q17 net $317 million after-tax benefit, or $0.64 per share, from notable items Underlying net income(1) of $474 million and diluted EPS of $0.98 up 36% and 38% YoY, respectively ROTCE of 13.8%; Underlying ROTCE(1) of 14.1% compares with 10.4% in 4Q17 and 13.5% in 3Q18 Revenue of $1.6 billion; Underlying revenue(1) of $1.6 billion up 2% QoQ and 9% YoY NII up 2% QoQ and 9% YoY with NIM of 3.22% up 3 bps QoQ and 14 bps YoY Noninterest income up 1% QoQ and 4% YoY; on an Underlying basis up 2% QoQ and 10% YoY(1) Positive operating leverage of 1% YoY; and 5% YoY on an Underlying basis excluding FAMC;(1) Efficiency ratio of 59.7%; Underlying efficiency ratio of 56.7% improved 92 bps QoQ and 180 bps YoY Raised medium-term ROTCE target by 1% to ~14% to 16% given strong execution and further progress Note: Throughout this release, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. Select totals may not foot due to rounding. In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Current period regulatory capital ratios are preliminary. Any mention of EPS refers to diluted EPS. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation.

Notable Items(1) Several items have been excluded from reported results to better reflect Underlying operating results.(1) Fourth quarter 2018 reported results include the impact of a further benefit resulting from December 2017 Tax Legislation partially offset by other notable items, primarily associated with TOP and real estate efficiency initiatives. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” or “Adjusted” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. 4Q18 after-tax notable items include the $29 million impact of a further benefit resulting from December 2017 Tax Legislation, partially offset by other notable items primarily associated with our TOP V efficiency initiatives, as well as the $12 million after-tax impact of other notable items associated with the FAMC integration. 3Q18 reported results reflect the $7 million after-tax impact of notable items associated with the FAMC integration. 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 $331 million benefit relating to the December 2017 Tax Legislation, partially offset by $13 million of other notable items. Full- year 2017 notable items also include the 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. Fourth quarter 2018 reported results also include other notable items associated with the August 1, 2018 Franklin American Mortgage Company acquisition (“FAMC”), tied to integration.

4Q18 GAAP financial summary Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Loan-to-deposit ratio is period end. Full-time equivalent employees. Highlights YoY Underlying(1) á9% á 10% á 9% 3.4% operating leverage YoY Underlying excluding FAMC(1) á 6% á2% á 8% 5.0% operating leverage Linked quarter: Net income available to common stockholders up $14 million, or 3%, and EPS up $0.05, or 5%; reflects the impact of net notable items and FAMC NII up $24 million, or 2%, reflecting 2% average loan growth and a 3 bp improvement in NIM, given higher rates and improved loan mix Noninterest income increased $5 million, which included a $9 million impact from FAMC partially offset by a $5 million reduction from notable items Noninterest expense increased $41 million, driven by a $46 million impact from notable items and FAMC Efficiency ratio of 59.7%, which reflects the impact of net notable items and FAMC(1) Prior-year quarter: Net income available to common stockholders down 32% and EPS down 29% driven by a reduction in the net benefit of 2017 tax legislation and notable items NII up $92 million, or 9%, reflecting 5% average loan growth and a 14 bp improvement in NIM, given higher rates and improved loan mix Noninterest income up $17 million, including the $33 million impact of FAMC partially offset by a $22 million reduction in notable item benefits Noninterest expense up $53 million, including the $40 million impact of the FAMC acquisition and notable items Provision for credit losses relatively stable

5.0% operating leverage Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Highlights 4Q18 Underlying financial summary(1) YoY Underlying excluding FAMC(1) á 6% á 2% á 8% Linked quarter: Underlying net income available to common stockholders up 4%, and EPS of $0.98 up 5% ROTCE increased 61 bps to 14.1% NII up $24 million, or 2%, reflecting 2% average loan growth; NIM up 3 bps given higher rates and improved loan mix Underlying noninterest income increased $10 million, or 2%, including the impact of FAMC; Underlying excluding FAMC relatively stable Underlying noninterest expense increased $5 million, reflecting a $10 million impact tied to FAMC Underlying excluding FAMC remained relatively stable, reflecting lower FDIC insurance expense and continued expense discipline Underlying operating leverage excluding FAMC of 2.1%; efficiency ratio improved to 55.8% excluding FAMC Prior-year quarter: Underlying net income available to common stockholders up 32% and EPS up 38%; ROTCE improved 368 bps(1) NII up $92 million, or 9%, reflecting 5% average loan growth and a 14 bp improvement in NIM, given higher rates and improved loan mix NIM excluding FAMC improved 15 bps Underlying noninterest income up $39 million, or 10%, driven by $33 million impact of the FAMC acquisition; Underlying excluding FAMC up $6 million, or 2% Underlying noninterest expense up $48 million, including a $35 million impact from FAMC Underlying excluding FAMC up $13 million, or 2% Positive operating leverage of 3.4% on an Underlying basis and 5.0% on a Underlying basis excluding FAMC

2018 vs 2017 Net income available to common stockholders up $54 million, or 3%; diluted EPS of $3.52, up $0.27, or 8% Results include after-tax net reduction of $16 million, or $0.04 per share, from notable items in 2018 compared with $340 million benefit, or $0.67 per share, in 2017 NII up $359 million, reflecting 4% average loan growth and a 17 bp improvement in NIM, reflecting balance sheet optimization strategies and higher rates Noninterest income was up $62 million, or 4%, reflecting underlying growth and $57 million from FAMC Excluding notable items and FAMC,(1) results were up $16 million, or 1%, reflecting strength in foreign exchange and interest rate products, trust and investment services fees and card fees partly offset by lower capital markets fees, mortgage fees and other income Noninterest expense increased $145 million from 2017, including $59 million from notable items and FAMC(1) Excluding notable items and FAMC,(1) results were up $86 million, or 3%, reflecting higher salaries and employee benefits, outside services, equipment and amortization of software expense Provision for credit losses was relatively stable Tangible book value per share of $28.73, up 5% 2018 GAAP financial summary Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Loan-to-deposit ratio is period end. Full-time equivalent employees. Highlights á 8% ↓ 183 bps YoY Underlying(1) á 4% á16% á 32% á 38% á 327 bps YoY Underlying excluding FAMC(1) á 6% ↓ 222 bps á 3% á 16% á 32% á 38% á 322 bps 4.0% operating leverage 3.3% operating leverage

2018 vs 2017: Underlying net income available to common stockholders(1) up $410 million, or 32%; diluted EPS of $3.56, up $0.98, or 38% NII up $359 million, or 9%, reflecting 4% average loan growth and a 17 bp increase in net interest margin, reflecting higher rates and balance sheet optimization strategies Underlying Noninterest income(1) increased $73 million, or 5% Strength in card fees, trust and investment services fees, letter of credit and loan fees, and foreign exchange and interest rate products fees, as well as higher mortgage banking fees driven by FAMC Underlying Noninterest expense(1) increased $146 million, or 4% Results reflect higher salaries and employee benefits, outside services, amortization of software and equipment expense Credit related costs decreased $21 million(2) Underlying efficiency ratio improved by 183 basis points, or 222 basis points excluding the impact of FAMC; positive operating leverage of 3.3%, or 4.0% excluding the impact of FAMC(1) Highlights Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. 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. Underlying 2018 financial summary(1) YoY Underlying excluding FAMC(1) á 8% á 1% á 32% á 322 bps 4.0% operating leverage

Highlights Net interest income Linked quarter: NII up $24 million, or 2% Reflects 2% average loan growth and improved NIM NIM of 3.22% up from 3.19% Reflects higher loan yields tied to higher rates, partially offset by increased deposit and funding costs Prior-year quarter: NII up $92 million, or 9% Reflects 5% growth in average loans, and a 14 bp improvement in NIM; NIM excluding FAMC improved 15 bps(1) NIM improvement reflects higher interest-earning asset yields given higher rates and continued mix shift toward more attractive risk- adjusted return portfolios, partially offset by higher deposit and funding costs Includes ~4 bp benefit from Balance Sheet Optimization “BSO” initiatives Net interest income $s in millions, except earning assets Average interest-earning assets Net interest income Net interest margin References to Underlying results excluding FAMC adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation.

Note: Other income includes bank-owned life insurance and other income. Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Noninterest income Highlights Underlying noninterest income(1) GAAP noninterest income(1) Linked quarter: Noninterest income up $5 million, or 1%, including a $9 million impact of the FAMC acquisition; Underlying noninterest income excluding FAMC was relatively stable(1) Underlying Mortgage banking fees up $6 million, or 12%, driven by the impact of the FAMC acquisition; mortgage fees excluding FAMC decreased $3 million(1) FX & IRP up $3 million, or 10%, given solid execution and the impact of higher dollar volatility and the flattening yield curve partially offset by loss from credit-valuation adjustments (CVA) Capital markets held up reasonably well, given weak debt capital markets conditions Securities gains of $6 million were partially offset by a $2 million loss from CVA in FX & IRP Prior-year quarter Noninterest income up $17 million, or 4%, including a $33 million impact of the FAMC acquisition; Underlying noninterest income excluding FAMC up 2%(1) Card fees up $6 million, or 11%, driven by higher purchase volume Underlying Mortgage banking fees up $27 million, or 96%, driven by the impact of the FAMC acquisition; mortgage fees excluding FAMC were down $6 million, or 21%(1) Capital market fees up $3 million, or 7%, reflecting strength in loan syndications and M&A fees, partially offset by lower bond and equity underwriting fees FX & IRP fees up $2 million, or 6%, reflecting stronger FX revenue, partially offset by lower interest rate products revenue

$s in millions Noninterest expense Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Highlights Underlying efficiency ratio(1) GAAP efficiency ratio(1) Linked quarter: Noninterest expense up $41 million, or 5%, including a $46 million impact of notable items and FAMC On an Underlying basis excluding FAMC,(1) down $5 million, reflecting lower FDIC expense Salaries and employee benefits increased $9 million, tied to notable items and FAMC On an Underlying basis excluding FAMC,(1) up $4 million tied to growth initiatives Outside services up $28 million; Underlying excluding FAMC up $7 million, or 7%, largely tied to strategic initiatives(1) Other expense decreased $12 million, or 9%, on an Underlying basis reflecting lower FDIC expense(1) Prior-year quarter: Noninterest expense up $53 million, or 6%, driven by the $40 million impact of FAMC and notable items Underlying noninterest expense excluding FAMC increased $13 million, or 2%(1) Salaries and employee benefits up $33 million, or 7%, including the impact of FAMC Underlying excluding FAMC up $24 million tied to the impact of our strategic growth initiatives(1) Underlying outside services expense up $10 million, or 9%; Underlying excluding FAMC up 2%(1)

Average loans and leases Highlights YoY Loan Growth á 5% á 3% á 8% Total Core Total Core Retail Total Core Commercial Total core commercial loans and leases Total core retail loans (1) Note: Numbers may not foot due to rounding. Non-core loans are primarily liquidating loan and lease portfolios inconsistent with our strategic priorities, generally as a result of geographic location, industry, product type or risk level and are included in Other. Linked quarter: Average core loans and leases up $2.0 billion, or 2% Core commercial loans up $1.1 billion, or 2%, with growth in C&I and commercial real estate, partially offset by planned reductions in commercial leases Core retail up $951 million, with growth in residential mortgage, unsecured and education, partially offset by lower home equity and planned reductions in auto Total core loan yields improved 14 bps, given the impact of continued mix shift towards higher-returning categories, as well as the benefit of higher short-term rates Prior-year quarter: Average core loans and leases up $5.8 billion, or 5% Core commercial up $4.1 billion, or 8%, with strength in C&I and commercial real estate, partially offset by the planned reductions in commercial leases Core retail loans up $1.7 billion, or 3%, reflecting strength in residential mortgage, unsecured and education, partially offset by lower home equity and planned reductions in auto Total core loan yields improved 59 bps, given the impact of continued mix shift toward higher-returning categories and the benefit of higher short-term rates

Linked quarter: Total average deposits up $727 million, or 1% Largely reflects growth in savings, term deposits and demand deposits, partially offset by a reduction in money market accounts Citizens AccessTM raised ~$3.0 billion through quarter end with an average impact of $1.4 billion Total deposit costs were up 9 bps to 0.82% given higher rates, which compares with 10 bps of growth in 3Q18 Increase in interest-bearing deposit costs continues to decelerate 3rd consecutive quarter of DDA growth Total cost of funds increased given higher rates and an increase in FHLB borrowings Prior-year quarter: Average total deposits up $4.0 billion, or 4% DDA up 3%, up 1% excluding FAMC; 6th consecutive quarter of YoY growth Reflects strength in term, savings, demand deposits and checking with interest, partially offset by lower money market accounts Total deposit costs increased 37 bps as the impact of higher rates was partially offset by growth in lower-cost categories and continued pricing discipline Total cost of funds increased 44 bps, reflecting a shift towards a more balanced mix of long-term and short-term funding and higher interest rates Average funding and cost of funds Highlights $s in billions Average interest-bearing liabilities and DDA Total long-term borrowings Fed funds, repo, ST borrowed funds Term deposits Checking with interest DDA Money market & savings á 1% YOY DDA excl. FAMC

Strong credit-quality trends continue Allowance for loan and lease losses to nonperforming loans and leases. $s in millions (1) Nonperforming loans Allowance for loan and lease losses Highlights Provision for credit losses, net charge-offs Provision for credit losses Total net c/os Net c/o ratio Core c/o ratio Overall credit quality remains strong, reflecting growth in lower-risk retail portfolios and a stable risk profile in commercial NPLs to total loans and leases ratio of 0.68% improved from 0.73% in 3Q18 and 0.79% in 4Q17 NPLs of $797 million decreased 4% from 3Q18 and 8% from 4Q17, reflecting a 24% decrease in commercial and a 2% decrease in retail Net charge-offs of 0.29% of average loans and leases remained relatively stable, reflecting continued risk discipline and a strong economy Commercial net charge-offs of $8 million, up modestly YoY given lower recoveries Retail net charge-offs of $77 million, relatively stable YoY as improvement in auto offset expected portfolio seasoning in unsecured Provision for credit losses of $85 million were up $7 million from relatively low 3Q18 levels and relatively stable compared with 4Q17 Allowance to total loans and leases of 1.06% remained relatively stable Allowance to NPL coverage ratio improved to 156% from 149% in 3Q18 and 142% in 4Q17

Capital levels remain at the higher end of the range for regional peers 4Q18 CET1 ratio of 10.6% down 20 bps compared with 3Q18 largely tied to RWA growth and stock repurchases(1) LDR of 97.6% compares with 98.0% in 3Q18(2) Fully compliant with LCR(3) 2018 CCAR plan reflects further commitment towards prudent return of capital During 4Q18, repurchased 8.25 million common shares at a weighted-average effective price of $36.38; including common dividends, returned $427 million to shareholders Increased the quarterly dividend by 19% for 1Q19 to $0.32 per share; dividend now 45% higher than a year ago Capital and liquidity remain strong Highlights Current reporting period regulatory capital ratios are preliminary. In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. 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. Capital Ratio trend(1) Loan-to-deposit ratio(2)

Strategic initiatives update(1) Balance Sheet Optimization Grow more attractive risk-adjusted return portfolios NIM up 17 bps YoY; ~5 bps of this is from our BSO efforts Core Education, personal unsecured and merchant financing up 24% YoY; average retail non-core loans down 25% YoY Industry Verticals loans up 17% YoY; average commercial non-core loans down 14% YoY Reposition select portfolios Optimizing Auto and Leasing portfolios - down 7% and 12% YoY, respectively; core yields up 40 bps and 22 bps YoY, respectively Optimize deposit mix Targeting increased DDA and lower-cost deposits; average DDA balances up 1% YoY excluding FAMC Fee growth Consumer Enhance Mortgage platform FAMC acquisition adds $600 million mortgage servicing rights portfolio; 4Q conforming mix improved to 80% Expand Wealth Managed money revenue up 24% and financial advisors up 6% YoY Commercial Expand Capital & Global Market capabilities FX and interest rate products up 16% YoY; M&A fees up 56% YoY, reflecting leverage of Western Reserve Partners platform; Achieved record number of Lead/JLA transactions in loan syndications Build out Treasury Solutions Commercial card fees up 18% YoY, driven by strong purchase volume Foundational TOP IV Program efficiency & revenue initiatives achieved ~$115 million end of 2018 run-rate pre-tax benefit; TOP V estimated to deliver end of 2019 run-rate pre-tax benefit of ~$90-$100 million Leveraging enhanced data analytics/transformative technology — APIs, robotics, cloud; continued to invest in agile development capabilities across the company Capital Continue capital normalization — Returned $1.5 billion to common shareholders in 2018, including dividends and share repurchases, up 31%; increased quarterly dividend by $0.05, or 19%, to $0.32 for 1Q19 Strategic & business highlights Group #145 ranking on Forbes 500 2019 list of America’s Best Companies for Diversity; top among regional bank peers Received YMCA of Greater Boston “Legacy Award for Corporate Citizenship” recognizing our impact on the Greater Boston community Consolidated Citizens Bank of Pennsylvania into Citizens Bank, N.A. Consumer Completed Clarfeld Financial Advisors, LLC (“CFA”) acquisition; augments Citizens Bank Wealth Management’s multi-segment investment advisory platform Continued progress with Citizens AccessTM; $3.0 billion raised with average account balance of ~$72,000 Accelerated branch network transformation strategy in 4Q18 Citizens named to MReport list of top 25 mortgage lender/servicer employers Commercial Launched commodities hedging capabilities Formalized first partnership for M&A escrow deposits Implemented new Treasury Management customer onboarding program Changes based on full year 2018 compared with full year 2017.

Making consistent progress against our financial targets Adjusted/ Underlying efficiency ratio(1) ~13 – 15% Key Indicators Adjusted/ Underlying ROTCE(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, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to Underlying results excluding FAMC adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. 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. Jan 2018 Medium-term targets mid-50s% ~10.0 – 10.25%

Underlying FY2018 guidance vs. Underlying 2017(1)(2) Underlying FY2018 performance vs. guidance(1)(2) Underlying 2018 results Ex-FAMC vs. Underlying 2017(1) Results reflect strong execution against targets Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Guidance as provided on January 19, 2018 4Q17 earnings call. In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Net interest income, net interest margin Operating leverage, efficiency ratio Credit trends, tax rate Capital, liquidity and funding Key economic assumptions Noninterest income Net interest income growth of 8.5% NIM improvement of 17 bps Expense growth of 3% 4.0% positive operating leverage Efficiency ratio improved 222 bps to 57.7%(1) Provision expense of $326 million Charge-off rate remained stable at 28 bps Tax rate of 22.5% Dividend payout ratio of 27%, common stock buyback of $1.025 billion Year-end Basel III common equity tier 1 ratio of 10.6% Loan-to-deposit ratio of 98%(3) YE 2018: fed funds target rate of 2.25-2.50% 10-year Treasury rate of 2.69% Full-year GDP growth of 3.0% 3Q YOY YE 2018 unemployment rate of 3.9% Growth in noninterest income of 1%, 5% including FAMC ü ü ü ü ü ü ü ü ü ü ü ü ü û 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% 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%(3) YE 2018: fed funds rate 1.75-2.00% (rate increases April & Oct) 10-year Treasury rate ~2.5-2.75% range Full-year GDP growth in the 2.5–3.0% range YE 2018 unemployment rate 3.9–4.1% 4.5-6.0% noninterest income growth û ü Balance sheet growth 3.8% average loan growth 3.3% average deposit growth 4.5-5.5% average loan growth 4.5-6.0% average deposit growth û û

FY2019 outlook Net interest income growth of ~5-6.5% NIM up low- to mid-single digit bps, reflecting benefit of balance sheet optimization Expense growth of ~5.5-6.25%; ~3-3.5% excluding the impact of FAMC/CFA Target ~1% improvement in efficiency ratio; ~1.5%+ excluding FAMC/CFA Target positive operating leverage excluding FAMC/CFA of ~3% Provision expense ~$400-450 million Tax rate of ~22.75% 2019 expectations vs. Underlying 2018(1) Targeting FY19 dividend payout ratio of ~30–35% Year-end Basel III common equity tier 1 ratio ~10.2% YE 2019: fed funds rate of ~2.25-2.50% 10-year Treasury rate of ~2.75-3% range Full-year GDP growth in the ~2–2.5% range YE 2019 unemployment rate ~3.5–3.75% range ~11-13% noninterest income growth; ~4-6% excluding impact of FAMC/CFA Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Current period regulatory capital ratios are preliminary. Underlying 2018(1) – includes FAMC Net interest income, NIM Operating leverage, efficiency ratio Credit trends, tax rate Capital, liquidity and funding Key economic assumptions Noninterest income $4,532 million net interest income 3.19% NIM $3,565 million noninterest expense 3.3% operating leverage $326 million provision expense 22.5% tax rate 27% dividend payout ratio; common stock buyback of $1.025 billion 10.6% CET1 ratio(2) YE 2018: fed funds target rate of 2.25-2.50% 10-year Treasury rate of 2.69% Full-year GDP growth of 3.0% 3Q YOY YE 2018 unemployment rate of 3.9% $1,601 million noninterest income ~3-5% average loan and earning asset growth Balance sheet growth $113.5 billion average loans (excluding LHFS) $141.3 billion average earning assets

1Q19 outlook Net interest income, net interest margin Noninterest expense Credit trends, tax rate 1Q19 Underlying outlook (excludes expected notable items) Capital, liquidity and funding Noninterest income $906 million $85 million provision expense 21.9% effective tax rate 4Q18 Underlying results(1) 10.6% CET1 ratio(2) $426 million $115.9 billion average loans 3.22% NIM Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Current period regulatory capital ratios are preliminary. Up low-to mid-single digits given seasonal compensation impacts Relatively stable Effective tax rate of ~22.75% Quarter-end CET1 ratio ~10.5% Relatively stable given seasonal impacts Average loan growth up ~1% NIM broadly stable Day count impact of ~$(20) million

Next phase: Aiming for Excellence To help our customers, colleagues and communities reach their potential Objective is to be a top-performing bank that delivers well for all stakeholders Committed to excellence in every dimension Focused on long-term franchise value and consistent delivery of earnings growth and attractive returns Trusted advisor to our customers Strong leaders and best-in-class talent Build seamless, multi-channel and digitized customer experiences Advanced data & analytics drive insight, advice and tailored solutions Innovative, customer-centric organization Engage, inspire and develop our colleagues to deliver for our customers Enhance our communities through strength of the company and involvement of our colleagues Prudently grow and optimize our balance sheet Self-fund investments through efficiency and mindset of continuous improvement Utilize new technologies to deliver more effective outcomes at lower costs Good stewards of capital Strengthening our franchise while delivering results Mission Excellence in key areas Strong culture Financial discipline

Looking forward Success will be driven by what got us here today Continued investments in our future Strong and experienced board and leadership team, best-in-class talent Commitment to excellence in every dimension Proven execution ability Focus on our customers Long-term positioning to deliver earnings growth and attractive returns Confident that we can continue to perform well and drive toward becoming a top performing regional bank that delivers well for its stakeholders Enterprise-wide initiatives drive improvement in performance TOP - Rigorous efficiency and revenue growth program to drive performance and allow self-funding of investments BSO - Recycle capital into more accretive growth and relationship categories; grow higher risk-adjusted return asset portfolios, optimize deposits Growth mindset: innovating to source new customers and revenue streams (e.g., Student Refinancing, Merchant POS Financing) Building fee capabilities organically and through targeted acquisitions Relentless focus on our expense base through customer journeys, lean and agile development and process automation Significant investments in new technologies, data analytics, seamless integration of digital and physical distribution, customer experience and broadening capabilities

New medium-term financial targets Medium-term financial targets Note: Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation. Includes volume driven by 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% net of common stock repurchases of ~1.5% and the impact of rising rates on other comprehensive income of ~0.5%. Medium term financial targets do not reflect any potential impact from the FASB proposed current expected credit losses methodology (CECL) accounting standard. Economic assumptions Real GDP growth: ~2% annually No Fed Funds rate increases projected Unemployment rate: ~3.5-4% Operating assumptions Loan growth target range of ~nominal GDP- nominal GDP ~+1% Asset sensitivity moderates as rates normalize Operating leverage target of ~2-4% Expect to continue to pursue formal efficiency initiatives to fund expanded strategic investments Continue CET1 ratio glide path towards ~10% ~14-16% ~10% ~54% ROTCE Efficiency Ratio CET1 ~35-40% Dividend payout ratio

Key messages Citizens continues to execute well and deliver for stakeholders Strong 4Q18 results with Underlying ROTCE of 14.1% up from 4.3% in 3Q13(1) Strong Underlying EPS growth of 38%, with operating leverage excluding FAMC of 5.0% YoY(1) Underlying efficiency ratio of 56.7%(1) Tangible book value per share of $28.73 at quarter end, up 5% from 4Q17 Full year 2018 results demonstrate continued good progress(1) Underlying revenue excluding FAMC up 6% Average loan growth of 4%; NIM up 17 bps (3.19%) Underlying operating leverage excluding FAMC of 4.0% Underlying EPS growth of 38% Strong focus on revenue growth, continuous improvement and enhanced efficiency and effectiveness Well positioned as we enter 2019 to deliver relative outperformance through a range of economic environments Making important investments in capabilities, technology, digital, data to strengthen franchise for medium/long-term Capital and credit position remains robust Returned $1.5 billion to common shareholders in 2018; up 31% from 2017 Strong CET1 ratio permits both continued strong loan growth and capital returns to shareholders Committed to driving enhanced shareholder returns Credit quality remains excellent New medium-term targets represent commitment to continued growth and discipline Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results excluding FAMC” adjust for the impact of the August 1, 2018 FAMC acquisition. Additional information regarding the impact of the FAMC acquisition and notable items may be found on page 5 and throughout this presentation.

Appendix

Substantial progress prudently releveraging the balance sheet Good loan growth with rising yields(1) $s in billions Average loan balances. 2018 loan growth annualized for calculation. CAGR calculated from 2013 to 2018. Total loan losses as a percentage of the total loan book based on FRB Severely Adverse Scenario 9-quarter horizon for 2018. 27 2018 Stress losses in-line with peer median(3) Peer median Citizens continues to have a highly prudent credit risk appetite Growth portfolios and non-core rundown will continue to drive improvement in overall credit quality Rating methodology inherited from RBS produces overly conservative results under stress. Under review. 5.8% CAGR(2) Net charge-off rates in line with peers over past decade

Source: Company data. Portfolio balances as of December 31, 2018. Refreshed FICO score, LTV ratio, loan term, lien position, risk rating, property type, industry sector and geographic stratifications reflects most recently available data. Consumer credit quality data as of November 30, 2018, as applicable. Commercial credit quality data as of December 31, 2018, as applicable. Risk ratings represent rating agency-equivalent ratings of borrowers based on CFG’s internal probability of default risk ratings. Core commercial portfolio risk-ratings improved YoY(1) Highly disciplined on credit: diversified and granular core loan mix Super prime/prime-focused retail portfolio Core mortgage – FICO ~790; CLTV of ~60% Core home equity – FICO ~765; 53% 1st lien Auto – FICO ~730 Education lending – FICO ~780 Unsecured portfolio - FICO ~750 $2.0 billion credit card portfolio - FICO ~740 $1.6 billion personal unsecured - FICO ~765 $1.5 billion merchant finance portfolio – FICO ~760, plus benefit of loss-sharing arrangements 800+ 740-799 680-739 640-679 <640 Granular and diversified portfolio Continue to gain share in Mid-Corporate segment with generally higher ratings Remain underweight CRE vs. peers 80% of the CRE portfolio is project-secured lending 58% represented by income-producing projects 16% Real Estate Investment Trusts, with a particular focus on mid-caps $59.0 $57.4 Core retail portfolio refreshed FICOs improved YoY(1) $51.2 $56.0 $s in billions B- and lower B+ to B BB+ to BB- AAA+ to BBB- +2% YoY +4% YoY

Citizens vs peer group by total CRE loans – 3Q18 Source: SNL and Call report/FR Y-9C as of 9/30/18. 29 $s in billions Although Citizens has grown at a faster pace than peers, our CRE portfolio remains underweight versus peers

Commercial Capital & Global Markets Broaden capabilities in DCM, M&A, CRE New FX options/currency swaps platform and capabilities 2Q17 Western Reserve Partners acquisition added 30+ M&A professionals(1) Treasury Solutions Implementing best-in-class cash management system Investments in liquidity, payables, merchant services, trade finance and commercial card 30 Building fee capabilities organically and through targeted acquisitions Includes employees affiliated with WRP Valuations. Fee change from full year 2013 to full year 2018. Normalized for accounting changes and other reclassifications; headcount change 1Q14 to 4Q18. Consumer Wealth Investments in personnel plus sales, technology platforms and products with shift towards managed money Advancing HNW/UHNW capabilities through Clarfeld acquisition SpeciFi™, robo-advisor product Business banking Fundation FinTech partnership to automate small business underwriting Mortgage 3Q18 Franklin American Mortgage Company transaction brings mortgage servicing scale Significant opportunity to improve fee income relative to peers (0.8% of assets vs 1.3% for peers) Consumer Banking fees ~9% Financial advisors ~34% Mortgage loan officers ~16% Commercial Banking fees ~41% Client-facing bankers and product specialists ~10% Adding expertise over 5 years to drive future fee income growth(2)

Rigorous TOP programs drive performance & allow self-funding of investments Continuously streamlining expense base to self-fund required investments 31 Focus on top-line growth and expense discipline drives positive operating leverage Upgraded talent – headcount relatively stable at ~18k over 5 years; changed out/invested in ~2,500 roles(3) Built Data Intelligence platform in support of enhanced data analytics Aggressively moving to digital business model Significant investments in customer segmentation/offerings and customer journeys Development & launch of Citizens Access™ Examples of self-funded investments Currently 10 FinTech relationships, often first regional bank to market Leading approach for API development Expanded IRP & FX capabilities in Global Markets Re-platforming Treasury Solutions online channel, AccessOptima™ Continued investment & added sales focus in Commercial Card, Trade Finance & Merchant Services to drive growth $s in millions Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Adjusted” or “Underlying” results exclude restructuring charges, special items and/or notable items, as applicable. CAGR for 2014 to 2018 estimate. Peer rank based on operating leverage. Peer operating leverage based on reported results for 2013, adjusted results for all other periods. Includes ~800 full time equivalent positions added as a result of the 3Q18 Franklin American Mortgage Company (FAMC) acquisition. TOP program Revenue Expense Tax Total benefit 2014 TOP 1 $ - $ ~200 $ - $ ~200 2015 TOP 2 ~90 ~50 - ~140 2016 TOP 3 ~10 ~80 ~25 ~115 2017 TOP 4 ~55 ~60 - ~115 2018 TOP 5 ~40 ~50 ~0 to 10 ~90 to 100 Cumulative $ ~195 $ ~440 $ ~25 to 35 $ ~660 to 670

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 10% Period-end loans $s in billions Period-end deposits $s in billions á 5% á 4% ↓ 61 bps á 14% GAAP results Underlying results (1) á 28 bps ↓ 607 bps á 368 bps $0.96 ↓ 29% á 38% ↓ 32% á 32% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. $0.71 $1.35 $0.98

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 ↓ 2% Period-end loans $s in billions Period-end deposits $s in billions á 2% á 2% $0.91 á4 bps á 4% GAAP results Underlying results (1) á4 bps á 56 bps á 61 bps á 5% á 5% á3% á 4% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. $0.96 $0.93 $0.98

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 12% Period-end loans $s in billions Period-end deposits $s in billions á 5% á 4% $3.52 $2.58 á 1 bps 34 á 13% GAAP results Underlying results (1) á 26 bps á 59 bps á 327 bps $3.56 á 8% á 38% á 3% á 32% Please see important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. $3.25

Key performance metrics, Non-GAAP financial measures and reconciliations 35 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations 36 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations 37 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations 38 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations 39 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations 40 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations 41 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding FAMC 42 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding FAMC 43 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding FAMC 44 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding FAMC 45 $s in millions, except share, per share and ratio data

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding FAMC 46 $s in millions, except share, per share and ratio data

47

EX-99.3

Exhibit 99.3

Financial Supplement

Fourth Quarter and Full Year 2018

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		18
Nonperforming Assets		19
Charge-offs, Recoveries and Related Ratios		20
Summary of Changes in the Components of the Allowance for Credit Losses		22
Capital and Ratios		23
Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations		24

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
																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$			%			$			%									$			%
SELECTED OPERATING DATA
Total revenue	$	1,593		$	1,564		$	1,509		$	1,462		$	1,484		$	29			2	%	$	109			7	%	$	6,128		$	5,707		$	421			7	%
Noninterest expense		951			910			875			883			898			41			5			53			6			3,619			3,474			145			4
Profit before provision for credit losses		642			654			634			579			586			(12	)		(2	)		56			10			2,509			2,233			276			12
Provision for credit losses		85			78			85			78			83			7			9			2			2			326			321			5			2
NET INCOME		465			443			425			388			666			22			5			(201	)		(30	)		1,721			1,652			69			4
Net income, Underlying1		474			450			425			388			349			24			5			125			36			1,737			1,312			425			32
Net income available to common stockholders		450			436			425			381			666			14			3			(216	)		(32	)		1,692			1,638			54			3
Net income available to common stockholders, Underlying1		459			443			425			381			349			16			4			110			32			1,708			1,298			410			32
PER COMMON SHARE DATA
Basic earnings	$	0.96		$	0.92		$	0.88		$	0.78		$	1.35		$	0.04			4	%	($	0.39	)		(29	%)	$	3.54		$	3.26		$	0.28			9	%
Diluted earnings		0.96			0.91			0.88			0.78			1.35			0.05			5			(0.39	)		(29	)		3.52			3.25			0.27			8
Basic earnings, Underlying1		0.98			0.93			0.88			0.78			0.71			0.05			5			0.27			38			3.57			2.59			0.98			38
Diluted earnings, Underlying1		0.98			0.93			0.88			0.78			0.71			0.05			5			0.27			38			3.56			2.58			0.98			38
Cash dividends declared and paid per common share		0.27			0.27			0.22			0.22			0.18			—			—			0.09			50			0.98			0.64			0.34			53
Book value per common share		42.87			41.62			41.16			40.64			40.80			1.25			3			2.07			5			42.87			40.80			2.07			5
Tangible book value per common share		28.73			27.66			27.67			27.24			27.48			1.07			4			1.25			5			28.73			27.48			1.25			5
Dividend payout ratio		28	%		29	%		25	%		28	%		13	%		(100	) bps					1,500	bps					28	%		20	%		800	bps
Dividend payout ratio, Underlying1		27			29			25			28			25			(200	) bps					200	bps					27			25			200	bps
COMMON SHARES OUTSTANDING
Average: Basic		467,338,825			475,957,526			484,744,354			487,500,618			492,149,763			(8,618,701	)		(2	%)		(24,810,938	)		(5	%)		478,822,072			502,157,440			(23,335,368	)		(5	%)
Diluted		469,103,134			477,599,917			486,141,695			489,266,826			493,788,007			(8,496,783	)		(2	)		(24,684,873	)		(5	)		480,430,741			503,685,091			(23,254,350	)		(5	)
Common shares at period-end		466,007,984			474,120,616			484,055,194			487,551,444			490,812,912			(8,112,632	)		(2	)		(24,804,928	)		(5	)		466,007,984			490,812,912			(24,804,928	)		(5	)
SHARE PRICE
High	$	39.69		$	41.76		$	43.62		$	48.23		$	42.93		($	2.07	)		(5	%)	($	3.24	)		(8	%)	$	48.23		$	42.93		$	5.30			12	%
Low		27.62			38.47			38.84			40.80			36.10			(10.85	)		(28	)		(8.48	)		(23	)		27.62			31.51			(3.89	)		(12	)
Close		29.73			38.57			38.90			41.98			41.98			(8.84	)		(23	)		(12.25	)		(29	)		29.73			41.98			(12.25	)		(29	)
Market capitalization		13,854			18,287			18,830			20,467			20,604			(4,433	)		(24	)		(6,750	)		(33	)		13,854			20,604			(6,750	)		(33	)
SEGMENT NET INCOME
Consumer Banking	$	193		$	207		$	197		$	170		$	117		($	14	)		(7	%)	$	76			65	%	$	767		$	452		$	315			70	%
Commercial Banking		241			234			237			215			206			7			3			35			17			927			774			153			20
Other		31			2			(9	)		3			343			29			NM			(312	)		(91	)		27			426			(399	)		(94	)
NET INCOME	$	465		$	443		$	425		$	388		$	666		$	22			5	%	($	201	)		(30	%)	$	1,721		$	1,652		$	69			4	%

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

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

	QUARTERLY TRENDS																											FULL YEAR
																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
FINANCIAL RATIOS
Net interest margin		3.22	%		3.19	%		3.18	%		3.16	%		3.08	%		3	bps					14	bps					3.19	%		3.02	%		17	bps
Return on average common equity		9.16			8.82			8.65			7.83			13.46			34	bps					(430	) bps					8.62			8.35			27	bps
Return on average common equity, Underlying1		9.33			8.96			8.65			7.83			7.05			37	bps					228	bps					8.69			6.62			207	bps
Return on average tangible common equity		13.85			13.29			12.93			11.71			19.92			56	bps					(607	) bps					12.94			12.35			59	bps
Return on average tangible common equity, Underlying1		14.11			13.50			12.93			11.71			10.43			61	bps					368	bps					13.06			9.79			327	bps
Return on average total assets		1.17			1.13			1.11			1.04			1.75			4	bps					(58	) bps					1.11			1.10			1	bps
Return on average total assets, Underlying1		1.19			1.15			1.11			1.04			0.92			4	bps					27	bps					1.12			0.88			24	bps
Return on average total tangible assets		1.22			1.18			1.16			1.08			1.83			4	bps					(61	) bps					1.16			1.15			1	bps
Return on average total tangible assets, Underlying1		1.24			1.20			1.16			1.08			0.96			4	bps					28	bps					1.17			0.91			26	bps
Effective income tax rate		16.45			23.16			22.58			22.52			(32.40	)		(671	) bps					4,885	bps					21.16			13.62			754	bps
Effective income tax rate, Underlying1		21.91			23.20			22.58			22.52			33.68			(129	) bps					(1,177	) bps					22.55			32.20			(965	) bps
Efficiency ratio		59.69			58.20			57.95			60.43			60.52			149	bps					(83	) bps					59.06			60.87			(181	) bps
Efficiency ratio, Underlying1		56.70			57.62			57.95			60.43			58.50			(92	) bps					(180	) bps					58.13			59.96			(183	) bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)2
CET1 capital ratio		10.6	%		10.8	%		11.2	%		11.2	%		11.2	%
Tier 1 capital ratio		11.3			11.2			11.6			11.4			11.4
Total capital ratio		13.3			13.4			13.8			13.9			13.9
Tier 1 leverage ratio		10.0			9.9			10.2			10.0			10.0
SELECTED BALANCE SHEET DATA (PERIOD-END)
Total assets	$	160,518		$	158,598		$	155,431		$	153,453		$	152,336		$	1,920			1	%	$	8,182			5	%	$	160,518		$	152,336		$	8,182			5	%
Loans and leases:
Commercial		56,783			55,405			54,888			53,144			52,031			1,378			2			4,752			9			56,783			52,031			4,752			9
Retail		59,877			59,315			58,519			58,281			58,586			562			1			1,291			2			59,877			58,586			1,291			2
Total loans and leases		116,660			114,720			113,407			111,425			110,617			1,940			2			6,043			5			116,660			110,617			6,043			5
Deposits		119,575			117,075			117,073			115,730			115,089			2,500			2			4,486			4			119,575			115,089			4,486			4
Long-term borrowed funds		14,433			15,639			13,641			13,486			11,765			(1,206	)		(8	)		2,668			23			14,433			11,765			2,668			23
Total stockholders’ equity		20,817			20,276			20,467			20,059			20,270			541			3			547			3			20,817			20,270			547			3
Loans-to-deposits ratio (period-end balances)3		97.56	%		97.99	%		96.87	%		96.28	%		96.11	%		(43	) bps					145	bps					97.56	%		96.11	%		145	bps
Loans-to-deposits ratio (average balances)3		98.41			97.38			98.01			97.96			97.10			103	bps					131	bps					97.94			97.69			25	bps
Full-time equivalent colleagues		18,140			18,332			17,699			17,546			17,594			(192	)		(1	)		546			3			18,140			17,594			546			3

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 The December 31, 2017 capital ratios reflect the retrospective adoption of FASB ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

³ In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

	QUARTERLY TRENDS																							FULL YEAR
												4Q18 Change																2018 Change
	4Q18		3Q18		2Q18		1Q18		4Q17			3Q18						4Q17						2018		2017		2017
												$			%			$			%							$			%
INTEREST INCOME
Interest and fees on loans and leases	$	1,347	$	1,287	$	1,230	$	1,146	$	1,121		$	60			5	%	$	226			20	%	$	5,010	$	4,249	$	761			18	%
Interest and fees on loans held for sale		14		14		5		4		5			—			—			9			180			37		18		19			106
Interest and fees on other loans held for sale		1		2		3		4		4			(1	)		(50	)		(3	)		(75	)		10		10		—			—
Investment securities		172		167		165		168		156			5			3			16			10			672		625		47			8
Interest-bearing deposits in banks		8		7		8		6		5			1			14			3			60			29		18		11			61
Total interest income		1,542		1,477		1,411		1,328		1,291			65			4			251			19			5,758		4,920		838			17
INTEREST EXPENSE
Deposits		245		214		181		145		130			31			14			115			88			785		441		344			78
Federal funds purchased and securities sold under agreements to repurchase		2		2		1		1		1			—			—			1			100			6		3		3			100
Other short-term borrowed funds		15		19		14		9		9			(4	)		(21	)		6			67			57		31		26			84
Long-term borrowed funds		108		94		94		82		71			14			15			37			52			378		272		106			39
Total interest expense		370		329		290		237		211			41			12			159			75			1,226		747		479			64
Net interest income		1,172		1,148		1,121		1,091		1,080			24			2			92			9			4,532		4,173		359			9
NONINTEREST INCOME
Service charges and fees		131		131		127		124		131			—			—			—			—			513		516		(3	)		(1	)
Card fees		62		61		60		61		56			1			2			6			11			244		233		11			5
Capital markets fees		45		47		48		39		42			(2	)		(4	)		3			7			179		194		(15	)		(8	)
Trust and investment services fees		43		45		43		40		42			(2	)		(4	)		1			2			171		158		13			8
Mortgage banking fees		51		49		27		25		28			2			4			23			82			152		108		44			41
Letter of credit and loan fees		34		32		32		30		31			2			6			3			10			128		121		7			6
Foreign exchange and interest rate products		34		31		34		27		32			3			10			2			6			126		109		17			16
Securities gains, net		6		3		2		8		2			3			100			4			200			19		11		8			73
Other income		15		17		15		17		40			(2	)		(12	)		(25	)		(63	)		64		84		(20	)		(24	)
Total noninterest income		421		416		388		371		404			5			1			17			4			1,596		1,534		62			4
TOTAL REVENUE		1,593		1,564		1,509		1,462		1,484			29			2			109			7			6,128		5,707		421			7
Provision for credit losses		85		78		85		78		83			7			9			2			2			326		321		5			2
NONINTEREST EXPENSE:
Salaries and employee benefits1		483		474		453		470		450			9			2			33			7			1,880		1,766		114			6
Outside services		135		107		106		99		118			28			26			17			14			447		404		43			11
Occupancy		92		81		79		81		80			11			14			12			15			333		319		14			4
Equipment expense		74		70		64		67		67			4			6			7			10			275		263		12			5
Amortization of software		50		47		46		46		46			3			6			4			9			189		180		9			5
Other operating expense1		117		131		127		120		137			(14	)		(11	)		(20	)		(15	)		495		542		(47	)		(9	)
Total noninterest expense		951		910		875		883		898			41			5			53			6			3,619		3,474		145			4
Income before income tax expense (benefit)		557		576		549		501		503			(19	)		(3	)		54			11			2,183		1,912		271			14
Income tax expense (benefit)		92		133		124		113		(163	)		(41	)		(31	)		255			156			462		260		202			78
Net income	$	465	$	443	$	425	$	388	$	666		$	22			5	%	($	201	)		(30	%)	$	1,721	$	1,652	$	69			4	%
Net income, Underlying2	$	474	$	450	$	425	$	388	$	349		$	24			5	%	$	125			36	%	$	1,737	$	1,312	$	425			32	%
Net income available to common stockholders	$	450	$	436	$	425	$	381	$	666		$	14			3	%	($	216	)		(32	%)	$	1,692	$	1,638	$	54			3	%
Net income available to common stockholders, Underlying2	$	459	$	443	$	425	$	381	$	349		$	16			4	%	$	110			32	%	$	1,708	$	1,298	$	410			32	%

¹  As of January 1, 2018, we retrospectively adopted ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the service cost component of net periodic pension and postretirement benefit cost to be reported separately in the Consolidated Statements of Operations from the other components. Prior periods have been adjusted to conform with the current period presentation.

² These are non-GAAP financial measures. For further information on these measures, refer to “Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations” at the end of this document.

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES	AS OF															DECEMBER 31, 2018 CHANGE
	Dec 31, 2018			Sept 30, 2018			June 30, 2018			Mar 31, 2018			Dec 31, 2017			Sept 30, 2018						Dec 31, 2017
																$			%			$			%
ASSETS
Cash and due from banks	$	1,081		$	976		$	997		$	1,172		$	987		$	105			11	%	$	94			10	%
Interest-bearing cash and due from banks		2,993			3,015			2,868			2,687			2,045			(22	)		(1	)		948			46
Interest-bearing deposits in banks		148			142			114			142			192			6			4			(44	)		(23	)
Debt securities available for sale, at fair value1		19,895			20,152			20,157			19,958			20,157			(257	)		(1	)		(262	)		(1	)
Debt securities held to maturity1		4,165			4,284			4,417			4,555			4,685			(119	)		(3	)		(520	)		(11	)
Equity securities, at fair value1		181			175			170			172			169			6			3			12			7
Equity securities, at cost1		834			874			769			748			722			(40	)		(5	)		112			16
Loans held for sale, at fair value		1,219			1,303			521			478			497			(84	)		(6	)		722			145
Other loans held for sale		101			27			189			322			221			74			NM			(120	)		(54	)
Loans and leases		116,660			114,720			113,407			111,425			110,617			1,940			2			6,043			5
Less: Allowance for loan and lease losses		(1,242	)		(1,242	)		(1,253	)		(1,246	)		(1,236	)		—			—			(6	)		—
Net loans and leases		115,418			113,478			112,154			110,179			109,381			1,940			2			6,037			6
Derivative assets		317			173			224			274			617			144			83			(300	)		(49	)
Premises and equipment		791			753			720			687			685			38			5			106			15
Bank-owned life insurance		1,698			1,687			1,677			1,669			1,656			11			1			42			3
Goodwill		6,923			6,946			6,887			6,887			6,887			(23	)		—			36			1
Due from broker		—			—			—			84			6			—			—			(6	)		(100	)
Other assets		4,754			4,613			3,567			3,439			3,429			141			3			1,325			39
TOTAL ASSETS	$	160,518		$	158,598		$	155,431		$	153,453		$	152,336		$	1,920			1	%	$	8,182			5	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	29,458		$	29,785		$	29,439		$	28,437		$	29,279		($	327	)		(1	%)	$	179			1	%
Interest-bearing		90,117			87,290			87,634			87,293			85,810			2,827			3			4,307			5
Total deposits		119,575			117,075			117,073			115,730			115,089			2,500			2			4,486			4
Federal funds purchased and securities sold under agreements to repurchase2		1,156			374			326			315			815			782			209			341			42
Other short-term borrowed funds		1,653			2,006			1,499			1,494			1,856			(353	)		(18	)		(203	)		(11	)
Derivative liabilities		292			449			425			331			310			(157	)		(35	)		(18	)		(6	)
Deferred taxes, net		573			430			456			475			571			143			33			2			—
Long-term borrowed funds		14,433			15,639			13,641			13,486			11,765			(1,206	)		(8	)		2,668			23
Due to broker		—			381			—			84			—			(381	)		(100	)		—			—
Other liabilities		2,019			1,968			1,544			1,479			1,660			51			3			359			22
TOTAL LIABILITIES		139,701			138,322			134,964			133,394			132,066			1,379			1			7,635			6
STOCKHOLDERS’ EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented		840			543			543			247			247			297			55			593			240
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		18,815			18,816			18,806			18,797			18,781			(1	)		—			34			—
Retained earnings3		5,385			5,062			4,755			4,437			4,164			323			6			1,221			29
Treasury stock, at cost		(3,133	)		(2,833	)		(2,433	)		(2,283	)		(2,108	)		(300	)		(11	)		(1,025	)		(49	)
Accumulated other comprehensive loss3		(1,096	)		(1,318	)		(1,210	)		(1,145	)		(820	)		222			17			(276	)		(34	)
TOTAL STOCKHOLDERS’ EQUITY		20,817			20,276			20,467			20,059			20,270			541			3			547			3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	160,518		$	158,598		$	155,431		$	153,453		$	152,336		$	1,920			1	%	$	8,182			5	%
Memo: Total tangible common equity	$	13,389		$	13,117		$	13,394		$	13,280		$	13,489		$	272			2	%	($	100	)		(1	%)

¹  As of January 1, 2018, we adopted ASU 2016-01, Financial Instruments, Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet.

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

³  The December 31, 2017 balances reflect the retrospective adoption of FASB ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF										DECEMBER 31, 2018 CHANGE
	Dec 31, 2018		Sept 30, 2018		June 30, 2018		Mar 31, 2018		Dec 31, 2017		September 30, 2018						December 31, 2017
											$			%			$			%
LOANS AND LEASES
Commercial	$	40,857	$	39,770	$	39,278	$	38,277	$	37,562	$	1,087			3	%	$	3,295			9	%
Commercial real estate		13,023		12,630		12,528		11,775		11,308		393			3			1,715			15
Leases		2,903		3,005		3,082		3,092		3,161		(102	)		(3	)		(258	)		(8	)
Total commercial loans and leases		56,783		55,405		54,888		53,144		52,031		1,378			2			4,752			9
Residential mortgages		18,978		18,493		17,814		17,346		17,045		485			3			1,933			11
Home equity loans		1,073		1,131		1,211		1,298		1,392		(58	)		(5	)		(319	)		(23	)
Home equity lines of credit		12,710		12,863		13,014		13,190		13,483		(153	)		(1	)		(773	)		(6	)
Home equity loans serviced by others1		399		429		465		504		542		(30	)		(7	)		(143	)		(26	)
Home equity lines of credit serviced by others1		104		114		124		136		149		(10	)		(9	)		(45	)		(30	)
Automobile		12,106		12,255		12,517		12,794		13,204		(149	)		(1	)		(1,098	)		(8	)
Education		8,900		8,712		8,450		8,324		8,134		188			2			766			9
Credit card		1,991		1,911		1,877		1,808		1,848		80			4			143			8
Other retail		3,616		3,407		3,047		2,881		2,789		209			6			827			30
Total retail loans		59,877		59,315		58,519		58,281		58,586		562			1			1,291			2
Total loans and leases	$	116,660	$	114,720	$	113,407	$	111,425	$	110,617	$	1,940			2	%	$	6,043			5	%
Loans held for sale, at fair value		1,219		1,303		521		478		497		(84	)		(6	)		722			145
Other loans held for sale		101		27		189		322		221		74			NM			(120	)		(54	)
Loans and leases and loans held for sale	$	117,980	$	116,050	$	114,117	$	112,225	$	111,335	$	1,930			2	%	$	6,645			6	%
DEPOSITS
Demand	$	29,458	$	29,785	$	29,439	$	28,437	$	29,279	($	327	)		(1	%)	$	179			1	%
Checking with interest		23,067		22,323		22,775		21,767		22,229		744			3			838			4
Regular savings		12,007		10,523		9,902		9,896		9,518		1,484			14			2,489			26
Money market accounts		35,701		35,613		36,139		38,880		37,454		88			—			(1,753	)		(5	)
Term deposits		19,342		18,831		18,818		16,750		16,609		511			3			2,733			16
Total deposits	$	119,575	$	117,075	$	117,073	$	115,730	$	115,089	$	2,500			2	%	$	4,486			4	%

¹ Our Serviced by Others (“SBO”) portfolio consists of purchased loans and lines of credit that were originally serviced by others.

7

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
AVERAGE BALANCES																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$			%			$			%									$			%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$	1,467		$	1,604		$	1,801		$	1,442		$	1,528		($	137	)		(9	%)	($	61	)		(4	%)	$	1,579		$	1,807		($	228	)		(13	%)
Taxable investment securities		25,081			25,225			25,197			25,433			25,678			(144	)		(1	)		(597	)		(2	)		25,233			25,696			(463	)		(2	)
Non-taxable investment securities		5			6			6			6			6			(1	)		(17	)		(1	)		(17	)		6			7			(1	)		(14	)
Total investment securities		25,086			25,231			25,203			25,439			25,684			(145	)		(1	)		(598	)		(2	)		25,239			25,703			(464	)		(2	)
Investment securities and interest-bearing deposits		26,553			26,835			27,004			26,881			27,212			(282	)		(1	)		(659	)		(2	)		26,818			27,510			(692	)		(3	)
Commercial		40,472			39,592			39,399			37,960			37,713			880			2			2,759			7			39,363			37,631			1,732			5
Commercial real estate		12,900			12,656			12,071			11,549			11,396			244			2			1,504			13			12,299			11,178			1,121			10
Leases		2,938			3,028			3,073			3,114			3,201			(90	)		(3	)		(263	)		(8	)		3,038			3,437			(399	)		(12	)
Total commercial loans and leases		56,310			55,276			54,543			52,623			52,310			1,034			2			4,000			8			54,700			52,246			2,454			5
Residential mortgages		18,713			18,147			17,488			17,162			16,794			566			3			1,919			11			17,883			16,017			1,866			12
Home equity loans		1,101			1,168			1,252			1,342			1,437			(67	)		(6	)		(336	)		(23	)		1,215			1,610			(395	)		(25	)
Home equity lines of credit		12,790			12,925			13,112			13,353			13,501			(135	)		(1	)		(711	)		(5	)		13,043			13,706			(663	)		(5	)
Home equity loans serviced by others1		411			444			480			520			564			(33	)		(7	)		(153	)		(27	)		463			642			(179	)		(28	)
Home equity lines of credit serviced by others1		108			118			130			142			156			(10	)		(8	)		(48	)		(31	)		124			181			(57	)		(31	)
Automobile		12,179			12,379			12,657			13,015			13,277			(200	)		(2	)		(1,098	)		(8	)		12,555			13,491			(936	)		(7	)
Education		8,801			8,481			8,374			8,283			8,071			320			4			730			9			8,486			7,557			929			12
Credit cards		1,973			1,909			1,854			1,828			1,803			64			3			170			9			1,891			1,725			166			10
Other retail		3,507			3,124			2,966			2,847			2,537			383			12			970			38			3,113			2,117			996			47
Total retail loans		59,583			58,695			58,313			58,492			58,140			888			2			1,443			2			58,773			57,046			1,727			3
Total loans and leases		115,893			113,971			112,856			111,115			110,450			1,922			2			5,443			5			113,473			109,292			4,181			4
Loans held for sale, at fair value		1,245			1,228			470			420			482			17			1			763			158			844			490			354			72
Other loans held for sale		79			129			195			255			285			(50	)		(39	)		(206	)		(72	)		164			190			(26	)		(14	)
Interest-earning assets		143,770			142,163			140,525			138,671			138,429			1,607			1			5,341			4			141,299			137,482			3,817			3
Allowance for loan and lease losses		(1,241	)		(1,255	)		(1,246	)		(1,236	)		(1,222	)		14			1			(19	)		(2	)		(1,245	)		(1,225	)		(20	)		(2	)
Goodwill		6,946			6,926			6,887			6,887			6,887			20			—			59			1			6,912			6,883			29			—
Other noninterest-earning assets		8,257			7,790			7,087			7,201			7,017			467			6			1,240			18			7,587			6,813			774			11
TOTAL ASSETS	$	157,732		$	155,624		$	153,253		$	151,523		$	151,111		$	2,108			1	%	$	6,621			4	%	$	154,553		$	149,953		$	4,600			3	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Checking with interest	$	21,792		$	21,780		$	22,185		$	21,665		$	21,459		$	12			—	%	$	333			2	%	$	21,856		$	21,458		$	398			2	%
Money market accounts		35,929			36,593			36,396			37,084			37,483			(664	)		(2	)		(1,554	)		(4	)		36,497			37,450			(953	)		(3	)
Regular savings		11,220			10,198			9,889			9,627			9,473			1,022			10			1,747			18			10,238			9,384			854			9
Term deposits		19,000			18,764			17,838			16,503			16,470			236			1			2,530			15			18,035			15,448			2,587			17
Total interest-bearing deposits		87,941			87,335			86,308			84,879			84,885			606			1			3,056			4			86,626			83,740			2,886			3
Federal funds purchased and securities sold under agreements to repurchase2		821			643			504			645			685			178			28			136			20			654			776			(122	)		(16	)
Other short-term borrowed funds		1,828			2,239			1,677			1,481			2,432			(411	)		(18	)		(604	)		(25	)		1,808			2,321			(513	)		(22	)
Long-term borrowed funds		14,086			12,793			13,394			13,549			11,658			1,293			10			2,428			21			13,455			12,479			976			8
Total borrowed funds		16,735			15,675			15,575			15,675			14,775			1,060			7			1,960			13			15,917			15,576			341			2
Total interest-bearing liabilities		104,676			103,010			101,883			100,554			99,660			1,666			2			5,016			5			102,543			99,316			3,227			3
Total demand deposits		29,824			29,703			28,834			28,544			28,868			121			—			956			3			29,231			28,134			1,097			4
Other liabilities		2,948			2,769			2,433			2,446			2,712			179			6			236			9			2,651			2,637			14			1
TOTAL LIABILITIES		137,448			135,482			133,150			131,544			131,240			1,966			1			6,208			5			134,425			130,087			4,338			3
STOCKHOLDERS’ EQUITY		20,284			20,142			20,103			19,979			19,871			142			1			413			2			20,128			19,866			262			1
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	157,732		$	155,624		$	153,253		$	151,523		$	151,111		$	2,108			1	%	$	6,621			4	%	$	154,553		$	149,953		$	4,600			3	%
Memo: Total average tangible common equity	$	12,907		$	13,011		$	13,200		$	13,198		$	13,266		($	104	)		(1	%)	($	359	)		(3	%)	$	13,078		$	13,267		($	189	)		(1	%)
Total deposits (interest-bearing and demand)	$	117,765		$	117,038		$	115,142		$	113,423		$	113,753		$	727			1	%	$	4,012			4	%	$	115,857		$	111,874		$	3,983			4	%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others.

² 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	4Q18					3Q18					2Q18					1Q18					4Q17					2018					2017
	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		2.05	%	$	8		1.85	%	$	7		1.77	%	$	8		1.61	%	$	6		1.30	%	$	5		1.82	%	$	29		0.96	%	$	18
Taxable investment securities		2.73			172		2.65			167		2.62			165		2.64			168		2.44			156		2.66			672		2.43			625
Non-taxable investment securities		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—
Total investment securities		2.73			172		2.65			167		2.62			165		2.64			168		2.44			156		2.66			672		2.43			625
Investment securities and interest-bearing deposits					180					174					173					174					161					701					643
Commercial		4.25			440		4.14			419		4.07			405		3.77			357		3.65			352		4.06			1,621		3.50			1,334
Commercial real estate		4.77			157		4.56			147		4.39			134		4.11			119		3.80			110		4.47			557		3.55			402
Leases		2.81			20		2.74			21		2.69			21		2.61			20		2.48			20		2.71			82		2.50			86
Total commercial loans and leases		4.30			617		4.16			587		4.06			560		3.77			496		3.61			482		4.08			2,260		3.44			1,822
Residential mortgages		3.67			171		3.62			164		3.57			156		3.56			153		3.57			149		3.60			644		3.57			571
Home equity loans		6.09			17		5.93			18		5.91			18		5.76			19		5.60			20		5.91			72		5.68			91
Home equity lines of credit		4.91			158		4.66			152		4.40			144		4.20			138		3.97			135		4.54			592		3.75			514
Home equity loans serviced by others1		7.48			8		7.45			8		7.23			9		7.31			9		7.20			11		7.36			34		7.09			46
Home equity lines of credit serviced by others1		4.56			1		4.89			2		3.62			1		3.98			1		4.32			1		4.23			5		4.07			7
Automobile		3.90			119		3.74			117		3.60			113		3.47			112		3.39			114		3.68			461		3.27			442
Education		5.87			130		5.78			124		5.71			119		5.58			114		5.43			111		5.74			487		5.33			403
Credit cards		10.51			52		10.77			52		10.74			50		10.70			48		10.46			47		10.68			202		10.75			185
Other retail		8.17			74		8.10			63		8.10			60		7.97			56		7.92			51		8.09			253		7.94			168
Total retail loans		4.87			730		4.73			700		4.61			670		4.49			650		4.37			639		4.68			2,750		4.25			2,427
Total loans and leases		4.59			1,347		4.46			1,287		4.34			1,230		4.15			1,146		4.01			1,121		4.39			5,010		3.87			4,249
Loans held for sale, at fair value		4.59			14		4.49			14		4.15			5		3.84			4		3.70			5		4.38			37		3.58			18
Other loans held for sale		5.13			1		6.44			2		6.38			3		6.21			4		5.49			4		6.18			10		5.36			10
Total interest-earning assets		4.24			1,542		4.11			1,477		4.00			1,411		3.85			1,328		3.69			1,291		4.05			5,758		3.56			4,920
INTEREST-BEARING LIABILITIES
Checking with interest		0.75			42		0.67			36		0.61			34		0.48			26		0.41			23		0.63			138		0.37			79
Money market accounts		1.14			104		1.03			95		0.87			79		0.71			65		0.61			58		0.94			343		0.53			198
Regular savings		0.35			10		0.12			3		0.05			1		0.05			1		0.05			1		0.15			15		0.04			4
Term deposits		1.88			89		1.68			80		1.50			67		1.30			53		1.18			48		1.61			289		1.04			160
Total interest-bearing deposits		1.10			245		0.98			214		0.84			181		0.69			145		0.61			130		0.91			785		0.53			441
Federal funds purchased and securities sold under agreements to repurchase2		1.27			2		0.93			2		0.73			1		0.68			1		0.45			1		0.94			6		0.38			3
Other short-term borrowed funds		3.48			15		3.21			19		3.48			14		2.40			9		1.58			9		3.18			57		1.32			31
Long-term borrowed funds		3.01			108		2.94			94		2.77			94		2.44			82		2.42			71		2.79			378		2.17			272
Total borrowed funds		2.98			125		2.90			115		2.78			109		2.36			92		2.19			81		2.76			441		1.96			306
Total interest-bearing liabilities		1.40			370		1.27			329		1.14			290		0.95			237		0.84			211		1.19			1,226		0.75			747
INTEREST RATE SPREAD		2.84					2.84					2.87					2.90					2.85					2.86					2.81
NET INTEREST MARGIN		3.22	%				3.19	%				3.18	%				3.16	%				3.08	%				3.19	%				3.02	%
Memo: Total deposit costs		0.82	%	$	245		0.73	%	$	214		0.63	%	$	181		0.52	%	$	145		0.45	%	$	130		0.68	%	$	785		0.39	%	$	441

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others.

² 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 2018												THIRD QUARTER 2018												CHANGE
																									4Q18 from 3Q18
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income	$	796		$	384		($	8	)	$	1,172		$	776		$	380		($	8	)	$	1,148		$	24			2	%
Noninterest income		265			140			16			421			258			140			18			416			5			1
Total revenue		1,061			524			8			1,593			1,034			520			10			1,564			29			2
Noninterest expense		723			203			25			951			686			202			22			910			41			5
Profit (loss) before provision for credit losses		338			321			(17	)		642			348			318			(12	)		654			(12	)		(2	)
Provision for credit losses		80			7			(2	)		85			71			14			(7	)		78			7			9
Income (loss) before income tax expense (benefit)		258			314			(15	)		557			277			304			(5	)		576			(19	)		(3	)
Income tax expense (benefit)		65			73			(46	)		92			70			70			(7	)		133			(41	)		(31	)
Net income	$	193		$	241		$	31		$	465		$	207		$	234		$	2		$	443		$	22			5	%
AVERAGE BALANCES
Total assets	$	64,187		$	53,970		$	39,575		$	157,732		$	62,974		$	52,871		$	39,779		$	155,624		$	2,108			1	%
Total loans and leases2		61,920			52,963			2,334			117,217			61,045			51,881			2,402			115,328			1,889			2
Deposits		79,174			30,608			7,983			117,765			78,128			31,224			7,686			117,038			727			1
Interest-earning assets		61,975			53,221			28,574			143,770			61,097			52,137			28,929			142,163			1,607			1
KEY METRICS
Net interest margin		5.09	%		2.86	%		NM			3.22	%		5.04	%		2.89	%		NM			3.19	%		3	bps
Efficiency ratio		68.22			38.73			NM			59.69			66.29			38.83			NM			58.20			149	bps
Loans-to-deposits ratio (period-end balances)3		76.02			172.27			NM			97.56			77.15			169.64			NM			97.99			(43	) bps
Loans-to-deposits ratio (average balances)3		76.91			172.07			NM			98.41			76.79			165.17			NM			97.38			103	bps
Return on average total tangible assets		1.19			1.78			NM			1.22			1.31			1.75			NM			1.18			4	bps

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

²  Includes loans held for sale.

³  In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FOURTH QUARTER 2018												FOURTH QUARTER 2017												CHANGE
																									4Q18 from 4Q17
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income2	$	796		$	384		($	8	)	$	1,172		$	682		$	367		$	31		$	1,080		$	92			9	%
Noninterest income		265			140			16			421			229			138			37			404			17			4
Total revenue		1,061			524			8			1,593			911			505			68			1,484			109			7
Noninterest expense		723			203			25			951			654			195			49			898			53			6
Profit (loss) before provision for credit losses		338			321			(17	)		642			257			310			19			586			56			10
Provision for credit losses		80			7			(2	)		85			76			(1	)		8			83			2			2
Income (loss) before income tax expense (benefit)		258			314			(15	)		557			181			311			11			503			54			11
Income tax expense (benefit)		65			73			(46	)		92			64			105			(332	)		(163	)		255			156
Net income	$	193		$	241		$	31		$	465		$	117		$	206		$	343		$	666		($	201	)		(30	%)
AVERAGE BALANCES
Total assets	$	64,187		$	53,970		$	39,575		$	157,732		$	60,911		$	50,169		$	40,031		$	151,111		$	6,621			4	%
Total loans and leases3		61,920			52,963			2,334			117,217			59,547			48,938			2,732			111,217			6,000			5
Deposits		79,174			30,608			7,983			117,765			75,154			31,514			7,085			113,753			4,012			4
Interest-earning assets		61,975			53,221			28,574			143,770			59,598			49,118			29,713			138,429			5,341			4
KEY METRICS
Net interest margin		5.09	%		2.86	%		NM			3.22	%		4.54	%		2.96	%		NM			3.08	%		14	bps
Efficiency ratio		68.22			38.73			NM			59.69			71.90			38.84			NM			60.52			(83	) bps
Loans-to-deposits ratio (period-end balances)4		76.02			172.27			NM			97.56			79.05			151.54			NM			96.11			145	bps
Loans-to-deposits ratio (average balances)4		76.91			172.07			NM			98.41			78.80			154.03			NM			97.10			131	bps
Return on average total tangible assets		1.19			1.78			NM			1.22			0.76			1.62			NM			1.83			(61	) bps

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

²  We periodically evaluate and refine our methodologies used to allocate items among our business operating segments. In the first quarter of 2018, we enhanced our assumptions for the liquidity and deposit component within our Funds Transfer Pricing (“FTP”) methodology which provides a credit for sources of funds and a charge for the use of funds by each business operating segment. The enhancement largely provides increased credit for the stability of deposit composition, and an increased charge for unused commitments under lending arrangements. Prior periods have not been adjusted for this change.

³  Includes loans held for sale.

⁴  In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

11

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FULL YEAR 2018												FULL YEAR 2017												CHANGE
																									2018 from 2017
	Consumer Banking			Commercial Banking			Other1			Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$/bps			%
Net interest income2	$	3,064		$	1,497		($	29	)	$	4,532		$	2,651		$	1,411		$	111		$	4,173		$	359			9	%
Noninterest income		973			545			78			1,596			905			538			91			1,534			62			4
Total revenue		4,037			2,042			49			6,128			3,556			1,949			202			5,707			421			7
Noninterest expense		2,723			813			83			3,619			2,593			772			109			3,474			145			4
Profit (loss) before provision for credit losses		1,314			1,229			(34	)		2,509			963			1,177			93			2,233			276			12
Provision for credit losses		289			26			11			326			265			19			37			321			5			2
Income (loss) before income tax expense (benefit)		1,025			1,203			(45	)		2,183			698			1,158			56			1,912			271			14
Income tax expense (benefit)		258			276			(72	)		462			246			384			(370	)		260			202			78
Net income	$	767		$	927		$	27		$	1,721		$	452		$	774		$	426		$	1,652		$	69			4	%
AVERAGE BALANCES
Total assets	$	62,444		$	52,362		$	39,747		$	154,553		$	59,714		$	49,747		$	40,492		$	149,953		$	4,600			3	%
Total loans and leases3		60,691			51,344			2,446			114,481			58,371			48,655			2,946			109,972			4,509			4
Deposits		77,542			30,704			7,611			115,857			74,873			30,005			6,996			111,874			3,983			4
Interest-earning assets		60,743			51,572			28,984			141,299			58,422			48,802			30,258			137,482			3,817			3
KEY METRICS
Net interest margin		5.04	%		2.90	%		NM			3.19	%		4.54	%		2.89	%		NM			3.02	%		17	bps
Efficiency ratio		67.47			39.80			NM			59.06			72.93			39.62			NM			60.87			(181	) bps
Loans-to-deposits ratio (period-end balances)4		76.02			172.27			NM			97.56			79.05			151.54			NM			96.11			145	bps
Loans-to-deposits ratio (average balances)4		77.42			166.09			NM			97.94			77.49			161.15			NM			97.69			25	bps
Return on average total tangible assets		1.23			1.77			NM			1.16			0.76			1.56			NM			1.15			1	bps

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

²  We periodically evaluate and refine our methodologies used to allocate items among our business operating segments. In the first quarter of 2018, we enhanced our assumptions for the liquidity and deposit component within our Funds Transfer Pricing (“FTP”) methodology which provides a credit for sources of funds and a charge for the use of funds by each business operating segment. The enhancement largely provides increased credit for the stability of deposit composition, and an increased charge for unused commitments under lending arrangements. Prior periods have not been adjusted for this change.

³  Includes loans held for sale.

⁴  In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

12

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
CONSUMER BANKING																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
Net interest income1	$	796		$	776		$	759		$	733		$	682		$	20			3	%	$	114			17	%	$	3,064		$	2,651		$	413			16	%
Noninterest income		265			258			228			222			229			7			3			36			16			973			905			68			8
Total revenue		1,061			1,034			987			955			911			27			3			150			16			4,037			3,556			481			14
Noninterest expense		723			686			658			656			654			37			5			69			11			2,723			2,593			130			5
Profit before provision for credit losses		338			348			329			299			257			(10	)		(3	)		81			32			1,314			963			351			36
Provision for credit losses		80			71			66			72			76			9			13			4			5			289			265			24			9
Income before income tax expense		258			277			263			227			181			(19	)		(7	)		77			43			1,025			698			327			47
Income tax expense		65			70			66			57			64			(5	)		(7	)		1			2			258			246			12			5
Net income	$	193		$	207		$	197		$	170		$	117		($	14	)		(7	%)	$	76			65	%	$	767		$	452		$	315			70	%
AVERAGE BALANCES
Total assets	$	64,187		$	62,974		$	61,232		$	61,348		$	60,911		$	1,213			2	%	$	3,276			5	%	$	62,444		$	59,714		$	2,730			5	%
Total loans and leases2		61,920			61,045			59,830			59,942			59,547			875			1			2,373			4			60,691			58,371			2,320			4
Deposits		79,174			78,128			77,402			75,416			75,154			1,046			1			4,020			5			77,542			74,873			2,669			4
Interest-earning assets		61,975			61,097			59,880			59,994			59,598			878			1			2,377			4			60,743			58,422			2,321			4
KEY METRICS
Net interest margin		5.09	%		5.04	%		5.08	%		4.96	%		4.54	%		5	bps					55	bps					5.04	%		4.54	%		50	bps
Efficiency ratio		68.22			66.29			66.68			68.72			71.90			193	bps					(368	) bps					67.47			72.93			(546	) bps
Loans-to-deposits ratio (period-end balances)3		76.02			77.15			76.56			76.43			79.05			(113	) bps					(303	) bps					76.02			79.05			(303	) bps
Loans-to-deposits ratio (average balances)3		76.91			76.79			76.92			79.14			78.80			12	bps					(189	) bps					77.42			77.49			(7	) bps
Return on average total tangible assets		1.19			1.31			1.29			1.12			0.76			(12	) bps					43	bps					1.23			0.76			47	bps

¹  We periodically evaluate and refine our methodologies used to allocate items among our business operating segments. In the first quarter of 2018, we enhanced our assumptions for the liquidity and deposit component within our Funds Transfer Pricing (“FTP”) methodology which provides a credit for sources of funds and a charge for the use of funds by each business operating segment. The enhancement largely provides increased credit for the stability of deposit composition, and an increased charge for unused commitments under lending arrangements. Prior periods have not been adjusted for this change.

² Includes loans held for sale.

³  In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

13

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING, CONTINUED

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
MORTGAGE BANKING FEES1
Production revenue	$	28		$	31		$	18		$	15		$	21		($	3	)		(10	%)	$	7			33	%	$	92		$	84		$	8			10	%
Mortgage servicing revenue		21			16			9			7			6			5			31			15			250			53			22			31			141
MSR valuation changes, net of hedge impact		2			2			—			3			1			—			—			1			100			7			2			5			250
Total mortgage banking fees	$	51		$	49		$	27		$	25		$	28		$	2			4	%	$	23			82	%	$	152		$	108		$	44			41	%
Gain on sale of secondary originations1,2		0.82	%		0.96	%		2.24	%		2.17	%		2.47	%		(14	) bps					(165	) bps					1.10	%		2.51	%		(141	) bps
RESIDENTIAL REAL ESTATE ORIGINATIONS1
Retail	$	1,693		$	1,939		$	1,729		$	1,367		$	1,687		($	246	)		(13	%)	$	6			—	%	$	6,728		$	7,177		($	449	)		(6	%)
Third Party		2,880			2,178			—			—			—			702			32			2,880			100			5,058			—			5,058			100
Total	$	4,573		$	4,117		$	1,729		$	1,367		$	1,687		$	456			11	%	$	2,886			171	%	$	11,786		$	7,177		$	4,609			64	%
Originated for sale		80	%		74	%		42	%		45	%		45	%		600	bps					3,500	bps					68	%		41	%		2,700	bps
Originated for investment		20			26			58			55			55			(600	) bps					(3,500	) bps					32			59			(2,700	) bps
Total		100	%		100	%		100	%		100	%		100	%														100	%		100	%
MORTGAGE SERVICING INFORMATION (UPB)1
Loans serviced for others	$	69,593		$	67,520		$	21,589		$	20,248		$	20,316		$	2,073			3	%	$	49,277			243	%	$	69,593		$	20,316		$	49,277			243	%
Owned loans serviced		18,298			17,709			16,553			15,963			15,598			589			3			2,700			17			18,298			15,598			2,700			17
Total	$	87,891		$	85,229		$	38,142		$	36,211		$	35,914		$	2,662			3	%	$	51,977			145	%	$	87,891		$	35,914		$	51,977			145	%
MSR carrying value1,3	$	821		$	831		$	217		$	201		$	198		($	10	)		(1	%)	$	623			NM		$	821		$	198		$	623			NM

¹  Beginning in the third quarter of 2018, results reflect the impact of the August 1, 2018 Franklin American Mortgage Company acquisition.

²  In the first quarter 2018, we revised our method of calculating the gain on sale of secondary originations. Prior periods have been adjusted to conform with the current period presentation.

³ The MSR carrying value as of December 31, 2018 reflects $600 million held at fair value and $221 million held at the lower of cost or market. The MSR carrying value as of September 30, 2018 reflects $612 million held at fair value and $219 million held at the lower of cost or market. The MSR carrying value for all prior periods is at the lower of cost or market.

14

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
COMMERCIAL BANKING																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
Net interest income1	$	384		$	380		$	376		$	357		$	367		$	4			1	%	$	17			5	%	$	1,497		$	1,411		$	86			6	%
Noninterest income		140			140			140			125			138			—			—			2			1			545			538			7			1
Total revenue		524			520			516			482			505			4			1			19			4			2,042			1,949			93			5
Noninterest expense		203			202			200			208			195			1			—			8			4			813			772			41			5
Profit before provision for credit losses		321			318			316			274			310			3			1			11			4			1,229			1,177			52			4
Provision for credit losses		7			14			9			(4	)		(1	)		(7	)		(50	)		8			NM			26			19			7			37
Income before income tax expense		314			304			307			278			311			10			3			3			1			1,203			1,158			45			4
Income tax expense		73			70			70			63			105			3			4			(32	)		(30	)		276			384			(108	)		(28	)
Net income	$	241		$	234		$	237		$	215		$	206		$	7			3	%	$	35			17	%	$	927		$	774		$	153			20	%
AVERAGE BALANCES
Total assets	$	53,970		$	52,871		$	52,170		$	50,393		$	50,169		$	1,099			2	%	$	3,801			8	%	$	52,362		$	49,747		$	2,615			5	%
Total loans and leases2		52,963			51,881			51,202			49,285			48,938			1,082			2			4,025			8			51,344			48,655			2,689			6
Deposits		30,608			31,224			30,214			30,766			31,514			(616	)		(2	)		(906	)		(3	)		30,704			30,005			699			2
Interest-earning assets		53,221			52,137			51,404			49,479			49,118			1,084			2			4,103			8			51,572			48,802			2,770			6
KEY METRICS
Net interest margin		2.86	%		2.89	%		2.93	%		2.93	%		2.96	%		(3	) bps					(10	) bps					2.90	%		2.89	%		1	bps
Efficiency ratio		38.73			38.83			38.80			43.07			38.84			(10	) bps					(11	) bps					39.80			39.62			18	bps
Loans-to-deposits ratio (period-end balances)3		172.27			169.64			167.02			160.16			151.54			263	bps					2,073	bps					172.27			151.54			2,073	bps
Loans-to-deposits ratio (average balances)3		172.07			165.17			168.23			158.84			154.03			690	bps					1,804	bps					166.09			161.15			494	bps
Return on average total tangible assets		1.78			1.75			1.82			1.73			1.62			3	bps					16	bps					1.77			1.56			21	bps

¹  We periodically evaluate and refine our methodologies used to allocate items among our business operating segments. In the first quarter of 2018, we enhanced our assumptions for the liquidity and deposit component within our Funds Transfer Pricing (“FTP”) methodology which provides a credit for sources of funds and a charge for the use of funds by each business operating segment. The enhancement largely provides increased credit for the stability of deposit composition, and an increased charge for unused commitments under lending arrangements. Prior periods have not been adjusted for this change.

²  Includes loans held for sale.

³  In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

15

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
OTHER1																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
Net interest income	($	8	)	($	8	)	($	14	)	$	1		$	31		$	—			—	%	($	39	)		(126	%)	($	29	)	$	111		($	140	)		(126	%)
Noninterest income		16			18			20			24			37			(2	)		(11	)		(21	)		(57	)		78			91			(13	)		(14	)
Total revenue		8			10			6			25			68			(2	)		(20	)		(60	)		(88	)		49			202			(153	)		(76	)
Noninterest expense		25			22			17			19			49			3			14			(24	)		(49	)		83			109			(26	)		(24	)
(Loss) profit before provision for credit losses		(17	)		(12	)		(11	)		6			19			(5	)		(42	)		(36	)		(189	)		(34	)		93			(127	)		(137	)
Provision for credit losses		(2	)		(7	)		10			10			8			5			71			(10	)		(125	)		11			37			(26	)		(70	)
(Loss) income before income tax benefit		(15	)		(5	)		(21	)		(4	)		11			(10	)		(200	)		(26	)		(236	)		(45	)		56			(101	)		(180	)
Income tax benefit		(46	)		(7	)		(12	)		(7	)		(332	)		(39	)		NM			286			86			(72	)		(370	)		298			81
Net income (loss)	$	31		$	2		($	9	)	$	3		$	343		$	29			NM		($	312	)		(91	%)	$	27		$	426		($	399	)		(94	%)
AVERAGE BALANCES
Total assets	$	39,575		$	39,779		$	39,851		$	39,782		$	40,031		($	204	)		(1	%)	($	456	)		(1	%)	$	39,747		$	40,492		($	745	)		(2	%)
Total loans and leases2		2,334			2,402			2,489			2,563			2,732			(68	)		(3	)		(398	)		(15	)		2,446			2,946			(500	)		(17	)
Deposits		7,983			7,686			7,526			7,241			7,085			297			4			898			13			7,611			6,996			615			9
Interest-earning assets		28,574			28,929			29,241			29,198			29,713			(355	)		(1	)		(1,139	)		(4	)		28,984			30,258			(1,274	)		(4	)

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

²  Includes loans held for sale.

16

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATED

(in millions, except ratio data)

	QUARTERLY TRENDS																											FULL YEAR
CONSOLIDATED																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
Net interest income	$	1,172		$	1,148		$	1,121		$	1,091		$	1,080		$	24			2	%	$	92			9	%	$	4,532		$	4,173		$	359			9	%
Noninterest income		421			416			388			371			404			5			1			17			4			1,596			1,534			62			4
Total revenue		1,593			1,564			1,509			1,462			1,484			29			2			109			7			6,128			5,707			421			7
Noninterest expense		951			910			875			883			898			41			5			53			6			3,619			3,474			145			4
Profit before provision for credit losses		642			654			634			579			586			(12	)		(2	)		56			10			2,509			2,233			276			12
Provision for credit losses		85			78			85			78			83			7			9			2			2			326			321			5			2
Income before income tax expense (benefit)		557			576			549			501			503			(19	)		(3	)		54			11			2,183			1,912			271			14
Income tax expense (benefit)		92			133			124			113			(163	)		(41	)		(31	)		255			156			462			260			202			78
Net income	$	465		$	443		$	425		$	388		$	666		$	22			5	%	($	201	)		(30	%)	$	1,721		$	1,652		$	69			4	%
AVERAGE BALANCES
Total assets	$	157,732		$	155,624		$	153,253		$	151,523		$	151,111		$	2,108			1	%	$	6,621			4	%	$	154,553		$	149,953		$	4,600			3	%
Total loans and leases1		117,217			115,328			113,521			111,790			111,217			1,889			2			6,000			5			114,481			109,972			4,509			4
Deposits		117,765			117,038			115,142			113,423			113,753			727			1			4,012			4			115,857			111,874			3,983			4
Interest-earning assets		143,770			142,163			140,525			138,671			138,429			1,607			1			5,341			4			141,299			137,482			3,817			3
KEY METRICS
Net interest margin		3.22	%		3.19	%		3.18	%		3.16	%		3.08	%		3	bps					14	bps					3.19	%		3.02	%		17	bps
Efficiency ratio		59.69			58.20			57.95			60.43			60.52			149	bps					(83	) bps					59.06			60.87			(181	) bps
Loans-to-deposits ratio (period-end balances)2		97.56			97.99			96.87			96.28			96.11			(43	) bps					145	bps					97.56			96.11			145	bps
Loans-to-deposits ratio (average balances)2		98.41			97.38			98.01			97.96			97.10			103	bps					131	bps					97.94			97.69			25	bps
Return on average total tangible assets		1.22			1.18			1.16			1.08			1.83			4	bps					(61	) bps					1.16			1.15			1	bps

¹ Includes loans held for sale.

²  In the third quarter of 2018, we revised our method of calculating the loans-to-deposits ratio to exclude loans held for sale. Prior periods have been adjusted to conform with the current period presentation.

17

CREDIT-RELATED INFORMATION

(in millions)

	AS OF										DECEMBER 31, 2018 CHANGE
	Dec 31, 2018		Sept 30, 2018		June 30, 2018		Mar 31, 2018		Dec 31, 2017		Sept 30, 2018						Dec 31, 2017
											$			%			$			%
CREDIT EXPOSURE
Loans and leases:
Commercial	$	40,857	$	39,770	$	39,278	$	38,277	$	37,562	$	1,087			3	%	$	3,295			9	%
Commercial real estate		13,023		12,630		12,528		11,775		11,308		393			3			1,715			15
Leases		2,903		3,005		3,082		3,092		3,161		(102	)		(3	)		(258	)		(8	)
Total commercial loans and leases		56,783		55,405		54,888		53,144		52,031		1,378			2			4,752			9
Residential mortgages		18,978		18,493		17,814		17,346		17,045		485			3			1,933			11
Home equity loans		1,073		1,131		1,211		1,298		1,392		(58	)		(5	)		(319	)		(23	)
Home equity lines of credit		12,710		12,863		13,014		13,190		13,483		(153	)		(1	)		(773	)		(6	)
Home equity loans serviced by others1		399		429		465		504		542		(30	)		(7	)		(143	)		(26	)
Home equity lines of credit serviced by others1		104		114		124		136		149		(10	)		(9	)		(45	)		(30	)
Automobile		12,106		12,255		12,517		12,794		13,204		(149	)		(1	)		(1,098	)		(8	)
Education		8,900		8,712		8,450		8,324		8,134		188			2			766			9
Credit card		1,991		1,911		1,877		1,808		1,848		80			4			143			8
Other retail		3,616		3,407		3,047		2,881		2,789		209			6			827			30
Total retail loans		59,877		59,315		58,519		58,281		58,586		562			1			1,291			2
Total loans and leases		116,660		114,720		113,407		111,425		110,617		1,940			2			6,043			5
Derivative receivable:
Derivative receivable - commercial		303		166		217		268		611		137			83			(308	)		(50	)
Derivative receivable - retail		14		7		7		6		6		7			100			8			133
Total derivative receivable		317		173		224		274		617		144			83			(300	)		(49	)
Total credit-related assets		116,977		114,893		113,631		111,699		111,234		2,084			2			5,743			5
Lending-related arrangements:
Undrawn commitments to extend credit - commercial		41,757		38,982		37,657		35,915		35,745		2,775			7			6,012			17
Financial standby letters of credit		1,926		1,934		1,974		1,966		2,036		(8	)		—			(110	)		(5	)
Performance letters of credit		146		131		120		109		47		15			11			99			211
Commercial letters of credit		53		74		56		43		53		(21	)		(28	)		—			—
Marketing rights		37		37		39		41		41		—			—			(4	)		(10	)
Risk participation agreements		19		14		14		18		16		5			36			3			19
Total commercial lending-related arrangements		43,938		41,172		39,860		38,092		37,938		2,766			7			6,000			16
Undrawn commitments to extend credit - retail		27,796		27,747		27,732		27,192		27,214		49			—			582			2
Residential mortgage loans sold with recourse		5		6		6		6		7		(1	)		(17	)		(2	)		(29	)
Total retail lending-related arrangements		27,801		27,753		27,738		27,198		27,221		48			—			580			2
Total lending-related arrangements		71,739		68,925		67,598		65,290		65,159		2,814			4			6,580			10
Total credit exposure	$	188,716	$	183,818	$	181,229	$	176,989	$	176,393	$	4,898			3	%	$	12,323			7	%
Memo: Total credit exposure by product:
Commercial exposure	$	101,024	$	96,743	$	94,965	$	91,504	$	90,580	$	4,281			4	%	$	10,444			12	%
Retail exposure		87,692		87,075		86,264		85,485		85,813		617			1			1,879			2
Total credit exposure	$	188,716	$	183,818	$	181,229	$	176,989	$	176,393	$	4,898			3	%	$	12,323			7	%

¹  Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others.

18

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

	AS OF															DECEMBER 31, 2018 CHANGE
	Dec 31, 2018			Sept 30, 2018			June 30, 2018			Mar 31, 2018			Dec 31, 2017			Sept 30, 2018						Dec 31, 2017
																$/bps			%			$/bps			%
NONPERFORMING ASSETS
Commercial	$	194		$	228		$	249		$	244		$	238		($	34	)		(15	%)	($	44	)		(18	%)
Commercial real estate		7			30			31			30			27			(23	)		(77	)		(20	)		(74	)
Leases		—			—			—			—			—			—			—			—			—
Total commercial loans and leases		201			258			280			274			265			(57	)		(22	)		(64	)		(24	)
Residential mortgages		136			136			119			128			128			—			—			8			6
Home equity loans		50			53			59			66			72			(3	)		(6	)		(22	)		(31	)
Home equity lines of credit		231			221			225			235			233			10			5			(2	)		(1	)
Home equity loans serviced by others1		17			19			19			23			25			(2	)		(11	)		(8	)		(32	)
Home equity lines of credit serviced by others1		15			16			17			17			18			(1	)		(6	)		(3	)		(17	)
Automobile		81			67			62			60			70			14			21			11			16
Education		38			38			40			41			38			—			—			—			—
Credit card		20			17			17			18			17			3			18			3			18
Other retail		8			7			7			6			5			1			14			3			60
Total retail loans		596			574			565			594			606			22			4			(10	)		(2	)
Nonperforming loans and leases		797			832			845			868			871			(35	)		(4	)		(74	)		(8	)
Other nonperforming assets - Retail		34			31			29			34			36			3			10			(2	)		(6	)
Nonperforming assets	$	831		$	863		$	874		$	902		$	907		($	32	)		(4	%)	($	76	)		(8	%)
NONPERFORMING ASSETS BY PRODUCT
Commercial	$	201		$	258		$	280		$	274		$	265		($	57	)		(22	%)	($	64	)		(24	%)
Retail		630			605			594			628			642			25			4			(12	)		(2	)
Total nonperforming assets	$	831		$	863		$	874		$	902		$	907		($	32	)		(4	%)	($	76	)		(8	%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		1.06	%		1.08	%		1.10	%		1.12	%		1.12	%		(2	) bps					(6	) bps
Allowance for loan and lease losses to nonperforming loans and leases		155.99			149.29			148.20			143.60			141.96			670	bps					NM
Nonperforming loans and leases to loans and leases		0.68			0.73			0.75			0.78			0.79			(5	) bps					(11	) bps
Nonperforming assets to total assets		0.52			0.54			0.56			0.59			0.60			(2	) bps					(8	) bps

¹  Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others.

19

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																											FULL YEAR
																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$			%			$			%									$			%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial	$	17		$	14		$	14		$	3		$	15		$	3			21	%	$	2			13	%	$	48		$	62		($	14	)		(23	%)
Commercial real estate		—			4			—			—			—			(4	)		(100	)		—			—			4			13			(9	)		(69	)
Leases		—			—			—			—			—			—			—			—			—			—			—			—			—
Total commercial loans and leases		17			18			14			3			15			(1	)		(6	)		2			13			52			75			(23	)		(31	)
Residential mortgages		2			2			2			2			2			—			—			—			—			8			11			(3	)		(27	)
Home equity loans		1			1			1			3			2			—			—			(1	)		(50	)		6			11			(5	)		(45	)
Home equity lines of credit		6			6			7			7			7			—			—			(1	)		(14	)		26			34			(8	)		(24	)
Home equity loans serviced by others1		3			1			2			3			3			2			200			—			—			9			15			(6	)		(40	)
Home equity lines of credit serviced by others1		1			1			1			1			—			—			—			1			100			4			5			(1	)		(20	)
Automobile		37			39			36			46			50			(2	)		(5	)		(13	)		(26	)		158			181			(23	)		(13	)
Education		17			17			19			15			19			—			—			(2	)		(11	)		68			59			9			15
Credit card		17			17			18			16			15			—			—			2			13			68			61			7			11
Other retail		30			25			20			20			18			5			20			12			67			95			60			35			58
Total retail loans		114			109			106			113			116			5			5			(2	)		(2	)		442			437			5			1
Total gross charge-offs	$	131		$	127		$	120		$	116		$	131		$	4			3	%	$	—			—	%	$	494		$	512		($	18	)		(4	%)
GROSS RECOVERIES
Commercial	$	6		$	2		$	2		$	5		$	13		$	4			200	%	($	7	)		(54	%)	$	15		$	37		($	22	)		(59	%)
Commercial real estate		3			—			—			1			—			3			100			3			100			4			3			1			33
Leases		—			—			—			—			—			—			—			—			—			—			—			—			—
Total commercial loans and leases		9			2			2			6			13			7			NM			(4	)		(31	)		19			40			(21	)		(53	)
Residential mortgages		1			1			1			2			1			—			—			—			—			5			6			(1	)		(17	)
Home equity loans		2			2			4			3			3			—			—			(1	)		(33	)		11			13			(2	)		(15	)
Home equity lines of credit		4			4			4			4			4			—			—			—			—			16			16			—			—
Home equity loans serviced by others1		4			4			3			4			4			—			—			—			—			15			18			(3	)		(17	)
Home equity lines of credit serviced by others1		2			2			2			1			1			—			—			1			100			7			7			—			—
Automobile		15			16			18			18			18			(1	)		(6	)		(3	)		(17	)		67			73			(6	)		(8	)
Education		4			4			4			4			5			—			—			(1	)		(20	)		16			15			1			7
Credit card		2			2			3			1			1			—			—			1			100			8			7			1			14
Other retail		3			4			3			3			3			(1	)		(25	)		—			—			13			12			1			8
Total retail loans		37			39			42			40			40			(2	)		(5	)		(3	)		(8	)		158			167			(9	)		(5	)
Total gross recoveries	$	46		$	41		$	44		$	46		$	53		$	5			12	%	($	7	)		(13	%)	$	177		$	207		($	30	)		(14	%)
NET CHARGE-OFFS (RECOVERIES)
Commercial	$	11		$	12		$	12		($	2	)	$	2		($	1	)		(8	%)	$	9			NM		$	33		$	25		$	8			32	%
Commercial real estate		(3	)		4			—			(1	)		—			(7	)		(175	)		(3	)		100			—			10			(10	)		(100	)
Leases		—			—			—			—			—			—			—			—			—			—			—			—			—
Total commercial loans and leases		8			16			12			(3	)		2			(8	)		(50	)		6			NM			33			35			(2	)		(6	)
Residential mortgages		1			1			1			—			1			—			—			—			—			3			5			(2	)		(40	)
Home equity loans		(1	)		(1	)		(3	)		—			(1	)		—			—			—			—			(5	)		(2	)		(3	)		(150	)
Home equity lines of credit		2			2			3			3			3			—			—			(1	)		(33	)		10			18			(8	)		(44	)
Home equity loans serviced by others1		(1	)		(3	)		(1	)		(1	)		(1	)		2			67			—			—			(6	)		(3	)		(3	)		(100	)
Home equity lines of credit serviced by others1		(1	)		(1	)		(1	)		—			(1	)		—			—			—			—			(3	)		(2	)		(1	)		(50	)
Automobile		22			23			18			28			32			(1	)		(4	)		(10	)		(31	)		91			108			(17	)		(16	)
Education		13			13			15			11			14			—			—			(1	)		(7	)		52			44			8			18
Credit card		15			15			15			15			14			—			—			1			7			60			54			6			11
Other retail		27			21			17			17			15			6			29			12			80			82			48			34			71
Total retail loans		77			70			64			73			76			7			10			1			1			284			270			14			5
Total net charge-offs (recoveries)	$	85		$	86		$	76		$	70		$	78		($	1	)		(1	%)	$	7			9	%	$	317		$	305		$	12			4	%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others.

20

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																											FULL YEAR
																4Q18 Change																		2018 Change
	4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																$/bps			%			$/bps			%									$/bps			%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.11	%		0.13	%		0.12	%		(0.02	%)		0.02	%		(2	) bps					9	bps					0.08	%		0.07	%		1	bps
Commercial real estate		(0.11	)		0.11			—			(0.02	)		(0.01	)		(22	) bps					(10	) bps					—			0.09			(9	) bps
Leases		—			—			—			(0.01	)		—			—	bps					—	bps					—			—			—	bps
Total commercial loans and leases		0.05			0.12			0.09			(0.02	)		0.01			(7	) bps					4	bps					0.06			0.07			(1	) bps
Residential mortgages		0.01			0.02			0.02			—			0.01			(1	) bps					—	bps					0.01			0.03			(2	) bps
Home equity loans		(0.21	)		(0.50	)		(0.71	)		0.04			(0.40	)		29	bps					19	bps					(0.34	)		(0.14	)		(20	) bps
Home equity lines of credit		0.07			0.04			0.10			0.10			0.07			3	bps					—	bps					0.08			0.13			(5	) bps
Home equity loans serviced by others1		(1.45	)		(2.03	)		(1.53	)		(0.62	)		(0.92	)		58	bps					(53	) bps					(1.38	)		(0.49	)		(89	) bps
Home equity lines of credit serviced by others1		(3.87	)		(4.97	)		(3.33	)		0.31			(1.01	)		110	bps					(286	) bps					(2.81	)		(0.68	)		(213	) bps
Automobile		0.71			0.76			0.57			0.87			0.95			(5	) bps					(24	) bps					0.73			0.80			(7	) bps
Education		0.59			0.61			0.72			0.53			0.75			(2	) bps					(16	) bps					0.61			0.59			2	bps
Credit card		3.09			3.06			3.36			3.22			2.95			3	bps					14	bps					3.18			3.10			8	bps
Other retail		3.07			2.64			2.31			2.40			2.50			43	bps					57	bps					2.63			2.31			32	bps
Total retail loans		0.51			0.47			0.44			0.50			0.52			4	bps					(1	) bps					0.48			0.47			1	bps
Total loans and leases		0.29	%		0.30	%		0.27	%		0.26	%		0.28	%		(1	) bps					1	bps					0.28	%		0.28	%		—	bps
Memo: Average loans:
Commercial	$	40,472		$	39,592		$	39,399		$	37,960		$	37,713		$	880			2	%	$	2,759			7	%	$	39,363		$	37,631		$	1,732			5	%
Commercial real estate		12,900			12,656			12,071			11,549			11,396			244			2			1,504			13			12,299			11,178			1,121			10
Leases		2,938			3,028			3,073			3,114			3,201			(90	)		(3	)		(263	)		(8	)		3,038			3,437			(399	)		(12	)
Total commercial loans and leases		56,310			55,276			54,543			52,623			52,310			1,034			2			4,000			8			54,700			52,246			2,454			5
Residential mortgages		18,713			18,147			17,488			17,162			16,794			566			3			1,919			11			17,883			16,017			1,866			12
Home equity loans		1,101			1,168			1,252			1,342			1,437			(67	)		(6	)		(336	)		(23	)		1,215			1,610			(395	)		(25	)
Home equity lines of credit		12,790			12,925			13,112			13,353			13,501			(135	)		(1	)		(711	)		(5	)		13,043			13,706			(663	)		(5	)
Home equity loans serviced by others1		411			444			480			520			564			(33	)		(7	)		(153	)		(27	)		463			642			(179	)		(28	)
Home equity lines of credit serviced by others1		108			118			130			142			156			(10	)		(8	)		(48	)		(31	)		124			181			(57	)		(31	)
Automobile		12,179			12,379			12,657			13,015			13,277			(200	)		(2	)		(1,098	)		(8	)		12,555			13,491			(936	)		(7	)
Education		8,801			8,481			8,374			8,283			8,071			320			4			730			9			8,486			7,557			929			12
Credit card		1,973			1,909			1,854			1,828			1,803			64			3			170			9			1,891			1,725			166			10
Other retail		3,507			3,124			2,966			2,847			2,537			383			12			970			38			3,113			2,117			996			47
Total retail loans		59,583			58,695			58,313			58,492			58,140			888			2			1,443			2			58,773			57,046			1,727			3
Total loans and leases	$	115,893		$	113,971		$	112,856		$	111,115		$	110,450		$	1,922			2	%	$	5,443			5	%	$	113,473		$	109,292		$	4,181			4	%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others.

21

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																									FULL YEAR
														4Q18 Change																2018 Change
	4Q18			3Q18		2Q18		1Q18			4Q17			3Q18						4Q17						2018		2017		2017
														$			%			$			%							$			%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$	1,242		$	1,253	$	1,246	$	1,236		$	1,224		($	11	)		(1	%)	$	18			1	%	$	1,236	$	1,236	$	—			—	%
Charge-offs:
Commercial		17			18		14		3			15			(1	)		(6	)		2			13			52		75		(23	)		(31	)
Retail		114			109		106		113			116			5			5			(2	)		(2	)		442		437		5			1
Total charge-offs		131			127		120		116			131			4			3			—			—			494		512		(18	)		(4	)
Recoveries:
Commercial		9			2		2		6			13			7			NM			(4	)		(31	)		19		40		(21	)		(53	)
Retail		37			39		42		40			40			(2	)		(5	)		(3	)		(8	)		158		167		(9	)		(5	)
Total recoveries		46			41		44		46			53			5			12			(7	)		(13	)		177		207		(30	)		(14	)
Net charge-offs		85			86		76		70			78			(1	)		(1	)		7			9			317		305		12			4
Provision for loan and lease losses:
Commercial		(9	)		8		16		23			49			(17	)		(213	)		(58	)		(118	)		38		57		(19	)		(33	)
Retail		94			67		67		57			41			27			40			53			129			285		248		37			15
Total provision for loan and lease losses		85			75		83		80			90			10			13			(5	)		(6	)		323		305		18			6
Allowance for loan and lease losses - ending	$	1,242		$	1,242	$	1,253	$	1,246		$	1,236		$	—			—	%	$	6			—	%	$	1,242	$	1,236	$	6			—	%
Reserve for unfunded lending commitments - beginning	$	91		$	88	$	86	$	88		$	95		$	3			3	%	($	4	)		(4	%)	$	88	$	72	$	16			22	%
Provision for unfunded lending commitments		—			3		2		(2	)		(7	)		(3	)		(100	)		7			100			3		16		(13	)		(81	)
Reserve for unfunded lending commitments - ending	$	91		$	91	$	88	$	86		$	88		$	—			—	%	$	3			3	%	$	91	$	88	$	3			3	%
Total allowance for credit losses - ending	$	1,333		$	1,333	$	1,341	$	1,332		$	1,324		$	—			—	%	$	9			1	%	$	1,333	$	1,324	$	9			1	%
Memo: Total allowance for credit losses by product:
Commercial	$	781		$	798	$	803	$	797		$	773		($	17	)		(2	%)	$	8			1	%	$	781	$	773	$	8			1	%
Retail		552			535		538		535			551			17			3			1			—			552		551		1			—
Total allowance for credit losses	$	1,333		$	1,333	$	1,341	$	1,332		$	1,324		$	—			—	%	$	9			1	%	$	1,333	$	1,324	$	9			1	%

22

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF																											FULL YEAR
																DECEMBER 31, 2018 CHANGE																2018 Change
	Dec 31, 2018			Sept 30, 2018			June 30, 2018			Mar 31, 2018			Dec 31, 2017			Sept 30, 2018						Dec 31, 2017						2018		2017		2017
																$			%			$			%							$			%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)1
CET1 capital	$	14,485		$	14,435		$	14,604		$	14,425		$	14,309		$	50			—	%	$	176			1	%
Tier 1 capital		15,325			14,978			15,147			14,672			14,556			347			2			769			5
Total capital		18,157			17,810			18,056			17,905			17,781			347			2			376			2
Risk-weighted assets		136,202			133,249			130,621			129,066			127,692			2,953			2			8,510			7
Adjusted average assets2		153,026			150,717			148,341			146,441			145,601			2,309			2			7,425			5
CET1 capital ratio		10.6	%		10.8	%		11.2	%		11.2	%		11.2	%
Tier 1 capital ratio		11.3			11.2			11.6			11.4			11.4
Total capital ratio		13.3			13.4			13.8			13.9			13.9
Tier 1 leverage ratio		10.0			9.9			10.2			10.0			10.0
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders’ equity	$	19,977		$	19,733		$	19,924		$	19,812		$	20,023		$	244			1	%	($	46	)		—	%	$	19,977	$	20,023	($	46	)		—	%
Less: Goodwill		6,923			6,946			6,887			6,887			6,887			(23	)		—			36			1			6,923		6,887		36			1
Less: Other intangible assets		31			33			2			2			2			(2	)		(6	)		29			NM			31		2		29			NM
Add: Deferred tax liabilities3		366			363			359			357			355			3			1			11			3			366		355		11			3
Total tangible common equity	$	13,389		$	13,117		$	13,394		$	13,280		$	13,489		$	272			2	%	($	100	)		(1	%)	$	13,389	$	13,489	($	100	)		(1	%)
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders’ equity	$	19,521		$	19,599		$	19,732		$	19,732		$	19,624		($	78	)		—	%	($	103	)		(1	%)	$	19,645	$	19,618	$	27			—	%
Less: Goodwill		6,946			6,926			6,887			6,887			6,887			20			—			59			1			6,912		6,883		29			—
Less: Other intangible assets		32			22			2			2			2			10			45			30			NM			14		2		12			NM
Add: Deferred tax liabilities3		364			360			357			355			531			4			1			(167	)		(31	)		359		534		(175	)		(33	)
Total tangible common equity	$	12,907		$	13,011		$	13,200		$	13,198		$	13,266		($	104	)		(1	%)	($	359	)		(3	%)	$	13,078	$	13,267	($	189	)		(1	%)
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$	6,923		$	6,946		$	6,887		$	6,887		$	6,887		($	23	)		—	%	$	36			1	%	$	6,923	$	6,887	$	36			1	%
Other intangible assets		31			33			2			2			2			(2	)		(6	)		29			NM			31		2		29			NM
Total intangible assets	$	6,954		$	6,979		$	6,889		$	6,889		$	6,889		($	25	)		—	%	$	65			1	%	$	6,954	$	6,889	$	65			1	%

¹  The December 31, 2017 capital ratios reflect the retrospective adoption of FASB ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.

²  Adjusted average assets include quarterly average assets, less deductions for disallowed goodwill and other intangible assets, net of deferred tax liabilities related to tax deductible goodwill, and the accumulated other comprehensive income impact related to the adoption of post-retirement benefit plan guidance under GAAP.

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

23

KEY PERFORMANCE METRICS, NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Key Performance Metrics:

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

• Return on average tangible common equity (ROTCE);

• Return on average total tangible assets (ROTA);

• Efficiency ratio;

• Operating leverage; and

• Common equity tier 1 capital ratio.

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

Non-GAAP Financial Measures:

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

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

24

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

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

		QUARTERLY TRENDS																									FULL YEAR
															4Q18 Change																		2018 Change
		4Q18			3Q18			2Q18		1Q18		4Q17			3Q18						4Q17						2018			2017			2017
															$			%			$			%									$			%
Noninterest income, Underlying:
Noninterest income (GAAP)		$	421		$	416		$	388	$	371	$	404		$	5			1	%	$	17			4	%	$	1,596		$	1,534		$	62			4	%
Less: Notable items			(5	)		—			—		—		17			(5	)		(100	)		(22	)		(129	)		(5	)		6			(11	)		(183	)
Noninterest income, Underlying (non-GAAP)		$	426		$	416		$	388	$	371	$	387		$	10			2	%	$	39			10	%	$	1,601		$	1,528		$	73			5	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$	1,593		$	1,564		$	1,509	$	1,462	$	1,484		$	29			2	%	$	109			7	%	$	6,128		$	5,707		$	421			7	%
Less: Notable items			(5	)		—			—		—		17			(5	)		(100	)		(22	)		(129	)		(5	)		6			(11	)		(183	)
Total revenue, Underlying (non-GAAP)	B	$	1,598		$	1,564		$	1,509	$	1,462	$	1,467		$	34			2	%	$	131			9	%	$	6,133		$	5,701		$	432			8	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$	951		$	910		$	875	$	883	$	898		$	41			5	%	$	53			6	%	$	3,619		$	3,474		$	145			4	%
Less: Notable items			45			9			—		—		40			36			NM			5			13			54			55			(1	)		(2	)
Noninterest expense, Underlying (non-GAAP)	D	$	906		$	901		$	875	$	883	$	858		$	5			1	%	$	48			6	%	$	3,565		$	3,419		$	146			4	%
Pre-provision profit:
Total revenue (GAAP)	A	$	1,593		$	1,564		$	1,509	$	1,462	$	1,484		$	29			2	%	$	109			7	%	$	6,128		$	5,707		$	421			7	%
Less: Noninterest expense (GAAP)	C		951			910			875		883		898			41			5			53			6			3,619			3,474			145			4
Pre-provision profit (GAAP)		$	642		$	654		$	634	$	579	$	586		($	12	)		(2	%)	$	56			10	%	$	2,509		$	2,233		$	276			12	%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,598		$	1,564		$	1,509	$	1,462	$	1,467		$	34			2	%	$	131			9	%	$	6,133		$	5,701		$	432			8	%
Less: Noninterest expense, Underlying (non-GAAP)	D		906			901			875		883		858			5			1			48			6			3,565			3,419			146			4
Pre-provision profit, Underlying (non-GAAP)		$	692		$	663		$	634	$	579	$	609		$	29			4	%	$	83			14	%	$	2,568		$	2,282		$	286			13	%
Total credit-related costs, Underlying:
Provision for credit losses (GAAP)		$	85		$	78		$	85	$	78	$	83		$	7			9	%	$	2			2	%	$	326		$	321		$	5			2	%
Add: Notable items			—			—			—		—		—			—			—			—			—			—			26			(26	)		(100	)
Total credit-related costs, Underlying (non-GAAP)		$	85		$	78		$	85	$	78	$	83		$	7			9	%	$	2			2	%	$	326		$	347		($	21	)		(6	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$	557		$	576		$	549	$	501	$	503		($	19	)		(3	%)	$	54			11	%	$	2,183		$	1,912		$	271			14	%
Less: Income (expense) before income tax expense (benefit) related to notable items			(50	)		(9	)		—		—		(23	)		(41	)		NM			(27	)		(117	)		(59	)		(23	)		(36	)		(157	)
Income before income tax expense, Underlying (non-GAAP)	F	$	607		$	585		$	549	$	501	$	526		$	22			4	%	$	81			15	%	$	2,242		$	1,935		$	307			16	%
Income tax expense, Underlying:
Income tax expense (benefit) (GAAP)	G	$	92		$	133		$	124	$	113	($	163	)	($	41	)		(31	%)	$	255			156	%	$	462		$	260		$	202			78	%
Less: Income tax expense (benefit) related to notable items			(41	)		(2	)		—		—		(340	)		(39	)		NM			299			88			(43	)		(363	)		320			88
Income tax expense, Underlying (non-GAAP)	H	$	133		$	135		$	124	$	113	$	177		($	2	)		(1	%)	($	44	)		(25	%)	$	505		$	623		($	118	)		(19	%)
Net income, Underlying:
Net income (GAAP)	I	$	465		$	443		$	425	$	388	$	666		$	22			5	%	($	201	)		(30	%)	$	1,721		$	1,652		$	69			4	%
Add: Notable items, net of income tax expense (benefit)			9			7			—		—		(317	)		2			29			326			103			16			(340	)		356			105
Net income, Underlying (non-GAAP)	J	$	474		$	450		$	425	$	388	$	349		$	24			5	%	$	125			36	%	$	1,737		$	1,312		$	425			32	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$	450		$	436		$	425	$	381	$	666		$	14			3	%	($	216	)		(32	%)	$	1,692		$	1,638		$	54			3	%
Add: Notable items, net of income tax expense (benefit)			9			7			—		—		(317	)		2			29			326			103			16			(340	)		356			105
Net income available to common stockholders, Underlying (non-GAAP)	L	$	459		$	443		$	425	$	381	$	349		$	16			4	%	$	110			32	%	$	1,708		$	1,298		$	410			32	%

25

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

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

		QUARTERLY TRENDS																											FULL YEAR
																	4Q18 Change																		2018 Change
		4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																	$/bps			%			$/bps			%									$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,593		$	1,564		$	1,509		$	1,462		$	1,484		$	29			1.78	%	$	109			7.30	%	$	6,128		$	5,707		$	421			7.37	%
Less: Noninterest expense (GAAP)	C		951			910			875			883			898			41			4.39			53			5.82			3,619			3,474			145			4.18
Operating leverage																					(2.61	%)					1.48	%											3.19	%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,598		$	1,564		$	1,509		$	1,462		$	1,467		$	34			2.08	%	$	131			8.89	%	$	6,133		$	5,701		$	432			7.58	%
Less: Noninterest expense, Underlying (non-GAAP)	D		906			901			875			883			858			5			0.44			48			5.53			3,565			3,419			146			4.30
Operating leverage, Underlying (non-GAAP)																					1.64	%					3.36	%											3.28	%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		59.69	%		58.20	%		57.95	%		60.43	%		60.52	%		149	bps					(83	) bps					59.06	%		60.87	%		(181	) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		56.70			57.62			57.95			60.43			58.50			(92	) bps					(180	) bps					58.13			59.96			(183	) bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		16.45	%		23.16	%		22.58	%		22.52	%		(32.40	%)		(671	) bps					4,885	bps					21.16	%		13.62	%		754	bps
Effective income tax rate, Underlying (non-GAAP)	H/F		21.91			23.20			22.58			22.52			33.68			(129	) bps					(1,177	) bps					22.55			32.20			(965	) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$	19,521		$	19,599		$	19,732		$	19,732		$	19,624		($	78	)		—	%	($	103	)		(1	%)	$	19,645		$	19,618		$	27			—	%
Return on average common equity	K/M		9.16	%		8.82	%		8.65	%		7.83	%		13.46	%		34	bps					(430	) bps					8.62	%		8.35	%		27	bps
Return on average common equity, Underlying (non-GAAP)	L/M		9.33			8.96			8.65			7.83			7.05			37	bps					228	bps					8.69			6.62			207	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$	19,521		$	19,599		$	19,732		$	19,732		$	19,624		($	78	)		—	%	($	103	)		(1	%)	$	19,645		$	19,618		$	27			—	%
Less: Average goodwill (GAAP)			6,946			6,926			6,887			6,887			6,887			20			—			59			1			6,912			6,883			29			—
Less: Average other intangibles (GAAP)			32			22			2			2			2			10			45			30			NM			14			2			12			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			364			360			357			355			531			4			1			(167	)		(31	)		359			534			(175	)		(33	)
Average tangible common equity	N	$	12,907		$	13,011		$	13,200		$	13,198		$	13,266		($	104	)		(1	%)	($	359	)		(3	%)	$	13,078		$	13,267		($	189	)		(1	%)
Return on average tangible common equity	K/N		13.85	%		13.29	%		12.93	%		11.71	%		19.92	%		56	bps					(607	) bps					12.94	%		12.35	%		59	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N		14.11			13.50			12.93			11.71			10.43			61	bps					368	bps					13.06			9.79			327	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$	157,732		$	155,624		$	153,253		$	151,523		$	151,111		$	2,108			1	%	$	6,621			4	%	$	154,553		$	149,953		$	4,600			3	%
Return on average total assets	I/O		1.17	%		1.13	%		1.11	%		1.04	%		1.75	%		4	bps					(58	) bps					1.11	%		1.10	%		1	bps
Return on average total assets, Underlying (non-GAAP)	J/O		1.19			1.15			1.11			1.04			0.92			4	bps					27	bps					1.12			0.88			24	bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	O	$	157,732		$	155,624		$	153,253		$	151,523		$	151,111		$	2,108			1	%	$	6,621			4	%	$	154,553		$	149,953		$	4,600			3	%
Less: Average goodwill (GAAP)			6,946			6,926			6,887			6,887			6,887			20			—			59			1			6,912			6,883			29			—
Less: Average other intangibles (GAAP)			32			22			2			2			2			10			45			30			NM			14			2			12			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			364			360			357			355			531			4			1			(167	)		(31	)		359			534			(175	)		(33	)
Average tangible assets	P	$	151,118		$	149,036		$	146,721		$	144,989		$	144,753		$	2,082			1	%	$	6,365			4	%	$	147,986		$	143,602		$	4,384			3	%
Return on average total tangible assets	I/P		1.22	%		1.18	%		1.16	%		1.08	%		1.83	%		4	bps					(61	) bps					1.16	%		1.15	%		1	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/P		1.24			1.20			1.16			1.08			0.96			4	bps					28	bps					1.17			0.91			26	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
																	4Q18 Change																		2018 Change
		4Q18			3Q18			2Q18			1Q18			4Q17			3Q18						4Q17						2018			2017			2017
																	$/bps			%			$/bps			%									$/bps			%
Tangible book value per common share:
Common shares - at period-end (GAAP)	Q		466,007,984			474,120,616			484,055,194			487,551,444			490,812,912			(8,112,632	)		(2	%)		(24,804,928	)		(5	%)		466,007,984			490,812,912			(24,804,928	)		(5	%)
Common stockholders’ equity (GAAP)		$	19,977		$	19,733		$	19,924		$	19,812		$	20,023		$	244			1		($	46	)		—		$	19,977		$	20,023		($	46	)		—
Less: Goodwill (GAAP)			6,923			6,946			6,887			6,887			6,887			(23	)		—			36			1			6,923			6,887			36			1
Less: Other intangible assets (GAAP)			31			33			2			2			2			(2	)		(6	)		29			NM			31			2			29			NM
Add: Deferred tax liabilities related to goodwill (GAAP)			366			363			359			357			355			3			1			11			3			366			355			11			3
Tangible common equity	R	$	13,389		$	13,117		$	13,394		$	13,280		$	13,489		$	272			2	%	($	100	)		(1	%)	$	13,389		$	13,489		($	100	)		(1	%)
Tangible book value per common share	R/Q	$	28.73		$	27.66		$	27.67		$	27.24		$	27.48		$	1.07			4	%	$	1.25			5	%	$	28.73		$	27.48		$	1.25			5	%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	S		467,338,825			475,957,526			484,744,354			487,500,618			492,149,763			(8,618,701	)		(2	%)		(24,810,938	)		(5	%)		478,822,072			502,157,440			(23,335,368	)		(5	%)
Average common shares outstanding - diluted (GAAP)	T		469,103,134			477,599,917			486,141,695			489,266,826			493,788,007			(8,496,783	)		(2	)		(24,684,873	)		(5	)		480,430,741			503,685,091			(23,254,350	)		(5	)
Net income per average common share - basic (GAAP)	K/S	$	0.96		$	0.92		$	0.88		$	0.78		$	1.35		$	0.04			4		($	0.39	)		(29	)	$	3.54		$	3.26		$	0.28			9
Net income per average common share - diluted (GAAP)	K/T		0.96			0.91			0.88			0.78			1.35			0.05			5			(0.39	)		(29	)		3.52			3.25			0.27			8
Net income per average common share - basic, Underlying (non-GAAP)	L/S		0.98			0.93			0.88			0.78			0.71			0.05			5			0.27			38			3.57			2.59			0.98			38
Net income per average common share - diluted, Underlying (non-GAAP)	L/T		0.98			0.93			0.88			0.78			0.71			0.05			5			0.27			38			3.56			2.58			0.98			38
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	U	$	0.27		$	0.27		$	0.22		$	0.22		$	0.18		$	—			—	%	$	0.09			50	%	$	0.98		$	0.64		$	0.34			53	%
Dividend payout ratio	U/(K/S)		28	%		29	%		25	%		28	%		13	%		(100	) bps					1,500	bps					28	%		20	%		800	bps
Dividend payout ratio, Underlying (non-GAAP)	U/(L/S)		27			29			25			28			25			(200	) bps					200	bps					27			25			200	bps

27

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

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

	QUARTERLY TRENDS																							FULL YEAR
												4Q18 Change																	2018 Change
	4Q18			3Q18		2Q18		1Q18		4Q17		3Q18						4Q17						2018			2017		2017
												$/bps			%			$/bps			%								$/ bps			%
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)	$	51		$	49	$	27	$	25	$	28	$	2			4	%	$	23			82	%	$	152		$	108	$	44			41	%
Less: Notable items		(4	)		—		—		—		—		(4	)		(100	)		(4	)		(100	)		(4	)		—		(4	)		(100	)
Mortgage banking fees, Underlying (non-GAAP)	$	55		$	49	$	27	$	25	$	28	$	6			12	%	$	27			96	%	$	156		$	108	$	48			44	%
Other income, Underlying:
Other income (GAAP)	$	15		$	17	$	15	$	17	$	40	($	2	)		(12	%)	($	25	)		(63	%)	$	64		$	84	($	20	)		(24	%)
Less: Notable items		(1	)		—		—		—		17		(1	)		(100	)		(18	)		(106	)		(1	)		6		(7	)		(117	)
Other income, Underlying (non-GAAP)	$	16		$	17	$	15	$	17	$	23	($	1	)		(6	%)	($	7	)		(30	%)	$	65		$	78	($	13	)		(17	%)
Salaries and employee benefits, Underlying1:
Salaries and employee benefits (GAAP)1	$	483		$	474	$	453	$	470	$	450	$	9			2	%	$	33			7	%	$	1,880		$	1,766	$	114			6	%
Less: Notable items		6			5		—		—		17		1			20			(11	)		(65	)		11			17		(6	)		(35	)
Salaries and employee benefits, Underlying (non-GAAP)1	$	477		$	469	$	453	$	470	$	433	$	8			2	%	$	44			10	%	$	1,869		$	1,749	$	120			7	%
Outside services, Underlying:
Outside services (GAAP)	$	135		$	107	$	106	$	99	$	118	$	28			26	%	$	17			14	%	$	447		$	404	$	43			11	%
Less: Notable items		19			1		—		—		12		18			NM			7			58			20			12		8			67
Outside services, Underlying (non-GAAP)	$	116		$	106	$	106	$	99	$	106	$	10			9	%	$	10			9	%	$	427		$	392	$	35			9	%
Occupancy, Underlying:
Occupancy (GAAP)	$	92		$	81	$	79	$	81	$	80	$	11			14	%	$	12			15	%	$	333		$	319	$	14			4	%
Less: Notable items		16			—		—		—		—		16			100			16			100			16			—		16			100
Occupancy, Underlying (non-GAAP)	$	76		$	81	$	79	$	81	$	80	($	5	)		(6	%)	($	4	)		(5	%)	$	317		$	319	($	2	)		(1	%)
Equipment expense, Underlying:
Equipment expense (GAAP)	$	74		$	70	$	64	$	67	$	67	$	4			6	%	$	7			10	%	$	275		$	263	$	12			5	%
Less: Notable items		3			—		—		—		—		3			100			3			100			3			—		3			100
Equipment expense, Underlying (non-GAAP)	$	71		$	70	$	64	$	67	$	67	$	1			1	%	$	4			6	%	$	272		$	263	$	9			3	%
Other operating expense, Underlying1:
Other operating expense (GAAP)1	$	117		$	131	$	127	$	120	$	137	($	14	)		(11	%)	($	20	)		(15	%)	$	495		$	542	($	47	)		(9	%)
Less: Notable items		1			3		—		—		11		(2	)		(67	)		(10	)		(91	)		4			26		(22	)		(85	)
Other operating expense, Underlying (non-GAAP)1	$	116		$	128	$	127	$	120	$	126	($	12	)		(9	%)	($	10	)		(8	%)	$	491		$	516	($	25	)		(5	%)

¹  As of January 1, 2018, we retrospectively adopted ASU 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires the service cost component of net periodic pension and postretirement benefit cost to be reported separately in the Consolidated Statements of Operations from the other components. Prior periods have been adjusted to conform with the current period presentation.

28

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

(in millions, except ratio data)

		FOURTH QUARTER 2018												THIRD QUARTER 2018												SECOND QUARTER 2018
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$	193		$	241		$	31		$	465		$	207		$	234		$	2		$	443		$	197		$	237		($	9	)	$	425
Less: Preferred stock dividends			—			—			15			15			—			—			7			7			—			—			—			—
Net income (loss) available to common stockholders	B	$	193		$	241		$	16		$	450		$	207		$	234		($	5	)	$	436		$	197		$	237		($	9	)	$	425
Return on average total tangible assets:
Average total assets (GAAP)		$	64,187		$	53,970		$	39,575		$	157,732		$	62,974		$	52,871		$	39,779		$	155,624		$	61,232		$	52,170		$	39,851		$	153,253
Less: Average goodwill (GAAP)			—			—			6,946			6,946			—			—			6,926			6,926			—			—			6,887			6,887
Average other intangibles (GAAP)			—			—			32			32			—			—			22			22			—			—			2			2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			364			364			—			—			360			360			—			—			357			357
Average tangible assets	C	$	64,187		$	53,970		$	32,961		$	151,118		$	62,974		$	52,871		$	33,191		$	149,036		$	61,232		$	52,170		$	33,319		$	146,721
Return on average total tangible assets	A/C		1.19	%		1.78	%		NM			1.22	%		1.31	%		1.75	%		NM			1.18	%		1.29	%		1.82	%		NM			1.16	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	723		$	203		$	25		$	951		$	686		$	202		$	22		$	910		$	658		$	200		$	17		$	875
Net interest income (GAAP)			796			384			(8	)		1,172			776			380			(8	)		1,148			759			376			(14	)		1,121
Noninterest income (GAAP)			265			140			16			421			258			140			18			416			228			140			20			388
Total revenue (GAAP)	E	$	1,061		$	524		$	8		$	1,593		$	1,034		$	520		$	10		$	1,564		$	987		$	516		$	6		$	1,509
Efficiency ratio	D/E		68.22	%		38.73	%		NM			59.69	%		66.29	%		38.83	%		NM			58.20	%		66.68	%		38.80	%		NM			57.95	%

		FIRST QUARTER 2018												FOURTH QUARTER 2017
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	170		$	215		$	3		$	388		$	117		$	206		$	343	$	666
Less: Preferred stock dividends			—			—			7			7			—			—			—		—
Net income (loss) available to common stockholders	B	$	170		$	215		($	4	)	$	381		$	117		$	206		$	343	$	666
Return on average total tangible assets:
Average total assets (GAAP)		$	61,348		$	50,393		$	39,782		$	151,523		$	60,911		$	50,169		$	40,031	$	151,111
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)			—			—			355			355			—			—			531		531
Average tangible assets	C	$	61,348		$	50,393		$	33,248		$	144,989		$	60,911		$	50,169		$	33,673	$	144,753
Return on average total tangible assets	A/C		1.12	%		1.73	%		NM			1.08	%		0.76	%		1.62	%		NM		1.83	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	656		$	208		$	19		$	883		$	654		$	195		$	49	$	898
Net interest income (GAAP)			733			357			1			1,091			682			367			31		1,080
Noninterest income (GAAP)			222			125			24			371			229			138			37		404
Total revenue (GAAP)	E	$	955		$	482		$	25		$	1,462		$	911		$	505		$	68	$	1,484
Efficiency ratio	D/E		68.72	%		43.07	%		NM			60.43	%		71.90	%		38.84	%		NM		60.52	%

29

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

(in millions, except ratio data)

		FULL YEAR
		2018												2017
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	767		$	927		$	27		$	1,721		$	452		$	774		$	426	$	1,652
Less: Preferred stock dividends			—			—			29			29			—			—			14		14
Net income (loss) available to common stockholders	B	$	767		$	927		($	2	)	$	1,692		$	452		$	774		$	412	$	1,638
Return on average total tangible assets:
Average total assets (GAAP)		$	62,444		$	52,362		$	39,747		$	154,553		$	59,714		$	49,747		$	40,492	$	149,953
Less: Average goodwill (GAAP)			—			—			6,912			6,912			—			—			6,883		6,883
Average other intangibles (GAAP)			—			—			14			14			—			—			2		2
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			359			359			—			—			534		534
Average tangible assets	D	$	62,444		$	52,362		$	33,180		$	147,986		$	59,714		$	49,747		$	34,141	$	143,602
Return on average total tangible assets	A/D		1.23	%		1.77	%		NM			1.16	%		0.76	%		1.56	%		NM		1.15	%
Efficiency ratio:
Noninterest expense (GAAP)	E	$	2,723		$	813		$	83		$	3,619		$	2,593		$	772		$	109	$	3,474
Net interest income (GAAP)			3,064			1,497			(29	)		4,532			2,651			1,411			111		4,173
Noninterest income (GAAP)			973			545			78			1,596			905			538			91		1,534
Total revenue (GAAP)	F	$	4,037		$	2,042		$	49		$	6,128		$	3,556		$	1,949		$	202	$	5,707
Efficiency ratio	E/F		67.47	%		39.80	%		NM			59.06	%		72.93	%		39.62	%		NM		60.87	%

30