8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 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 April 18, 2019, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2019 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.    

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01 Financial Statements and Exhibits.

	Exhibit Number	Description
(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated April 18, 2019
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued April 18, 2019
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2019

SIGNATURES

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

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

Date: April 18, 2019

EX-99.1

Exhibit 99.1

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

$439 million and EPS of $0.92

Underlying net income of $443 million up 14% and EPS of $0.93 up 19%

year over year*

ROTCE of 13.0%; Underlying ROTCE of 13.1%, up 1.4% year over year*

5.0% Underlying positive operating leverage year over year, before the impact of Acquisitions*

PROVIDENCE, RI (April 18, 2019) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported first quarter net income of $439 million, up 13% from $388 million in first quarter 2018, and earnings per share of $0.92, up 18% from $0.78 per share in first quarter 2018. First quarter 2019 results reflect a net $4 million after-tax reduction, or $(0.01) per share, from notable items compared with none in first quarter 2018 and a net $9 million after-tax reduction, or $(0.02) per share, in fourth quarter 2018. First quarter 2019 Return on Average Tangible Common Equity* (“ROTCE”) of 13.0% increased 1.3% from 11.7% in first quarter 2018.

On an Underlying basis, which excludes notable items,* first quarter 2019 net income available to common stockholders of $428 million, or $0.93 per share, increased 12% and 19%, respectively, from first quarter 2018 and decreased 7% and 5%, respectively, from fourth quarter 2018. Underlying first quarter 2019 ROTCE* of 13.1% compares with 11.7% in first quarter 2018 and 14.1% in fourth quarter 2018.

“We are pleased to start 2019 with a solid first quarter result as we continue to execute well on our strategic initiatives,” said Chairman and Chief Executive Officer Bruce Van Saun. “We continue to make significant investments to broaden our capabilities and strengthen our franchise. During the quarter we closed on the acquisitions of wealth management and M&A advisory firms, we began the rollout of our new cash management platform, and we launched four more Fintech partnerships. We continue to balance well our need to deliver improving near-term results with the imperative of adhering to a thoughtful long-term strategy.”

Citizens also announced today that its board of directors declared a second quarter 2019 common stock dividend of $0.32 per share. The dividend is payable on May 15, 2019 to shareholders of record at the close of business on May 1, 2019. The quarterly dividend is now 45% higher than the year-ago quarter.

First quarter 2019 vs. first quarter 2018

Key highlights

• First quarter results reflect an 11% increase in net income available to common stockholders. Underlying net income available to common stockholders* increased 12%, led by revenue growth of 9%, with a 6% increase in net interest income and a 15% increase in noninterest income.

* 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 before the impact of Acquisitions” exclude the impact of the acquisitions that occurred after second quarter 2018 and notable items, as applicable. Additional information regarding the impact of Acquisitions and notable items may be found in the Notable Items portion of this release. Throughout this release, references to loan growth are on an average basis and exclude loans held for sale unless otherwise noted. References to net interest margin are on a fully taxable equivalent (“FTE”) basis and all references to earnings per share represent fully diluted per common share. References to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

Citizens Financial Group, Inc.

• Delivered operating leverage of 2.6%, an efficiency ratio of 59.0% and ROTCE of 13.0%, with Underlying ROTCE of 13.1%.* Before the impact of notable items and Acquisitions,* operating leverage of 5.0 % reflects continued strong focus on top-line growth and expense management, while the Underlying efficiency ratio improved by 1.8% to 58.7%.*

• Drove improvement in loan-to-deposit ratio with a period-end ratio of 94.9%, which improved 1.4% from prior year quarter.

• Generated record results in both capital markets and foreign exchange and interest rate products revenues, up 38% and 33%, respectively.

• Tangible book value per common share of $29.60 increased by 9%. Fully diluted average common shares outstanding decreased by 26.7 million shares.

Results

• Total revenue increased $126 million, or 9%. Total revenue, before the impact of notable items and Acquisitions,* increased $98 million, or 7%.

• Net interest income increased 6% with loan growth of 6% and a 4 basis point improvement in net interest margin.

• Net interest margin of 3.25% reflects improved loan yields given continued focus on balance sheet optimization and the benefit of higher short-term rates, partially offset by an increase in funding costs and the impact of lower long-term rates.

• Noninterest income of $428 million increased $57 million, or 15%, reflecting underlying momentum and the impact of Acquisitions. Before the impact of Acquisitions,* noninterest income increased 8% driven by strength in capital markets fees, foreign exchange and interest rate products, other income and letter of credit and loan fees.

• Noninterest expense increased 6% from first quarter 2018 driven by the impact of Acquisitions and notable items. Before the impact of Acquisitions and notable items,* noninterest expense increased 2%, reflecting higher salaries and employee benefits which included an increase in revenue-driven incentives and the impact of our strategic growth initiatives, as well as an increase in equipment and software expense. These increases were partially offset by lower other operating expense, largely tied to lower FDIC insurance.

• Provision for credit losses increased $7 million, reflecting expected increases in commercial from a net recovery position in first quarter 2018, expected seasoning in retail unsecured and the impact of loan growth.

• ROTCE of 13.0% compares with 11.7% for first quarter 2018. Underlying ROTCE of 13.1% improved by 1.4% from 11.7%.*

Balance Sheet

• Average interest-earning assets increased $6.8 billion, or 5%, driven by loan growth of 6%, with a 2% increase in retail and a 10% increase in commercial.

• Average deposits increased $7.0 billion, or 6%, on strength in term, savings and checking with interest, partially offset by a reduction in money market accounts. Average demand deposits were relatively stable.

• Nonperforming loans and leases (“NPLs”) to loans and leases ratio of 0.66% improved from 0.78%, reflecting a decrease in retail and commercial.

• Allowance coverage of NPLs of 160% improved from 144%.

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Citizens Financial Group, Inc.

• Net charge-offs of 31 basis points of loans increased five basis points from first quarter 2018 levels, as improvement in retail partially offset an increase in commercial, which reflected the impact of a commercial real estate credit and a reduction in commercial recoveries.

• Average loan-to-deposit ratio improved to 97.7% from 98.0% in first quarter 2018; Period-end loan-to-deposit ratio improved to 94.9% from 96.3% in first quarter 2018.

• Capital remains strong, with a preliminary common equity tier 1 (“CET1”) risk-based capital ratio of 10.5%.

• Repurchased 5.8 million shares of common stock at a weighted average price of $34.34 in the quarter, and including common dividends, returned $349 million in capital to shareholders.

Year-over-year update on plan execution

Consumer Banking

• Continued balance sheet momentum, with 3% average loan growth, highlighted by an improvement in mix toward more attractive risk-adjusted return categories as well as 9% average deposit growth, including 7% growth in demand deposits.

• Citizens Access^®, our digital platform, attracted $4.6 billion in deposits through first quarter 2019; 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.

• Further progress on integration of Franklin American Mortgage Company (“FAMC”), while overall conforming mortgage origination mix improved to 81% in first quarter 2019.

Commercial Banking

• Strong balance sheet performance with average commercial loan growth of 10%, driven by geographic, product and client-focused expansion strategies as well as strength in commercial real estate.

• Continue to benefit from investments in broadening and enhancing our capabilities, highlighted by record capital markets and record foreign exchange and interest rate products revenues, which were up 38% and 33% respectively. Capital Markets revenues showed strength in loan syndications, merger and acquisitions and bond underwriting fees.

• Further strengthened advisory capabilities with the acquisition of Bowstring Advisors, an Atlanta-based merger and acquisition advisory firm that delivers a range of financial services to commercial and industrial clients nationwide.

Efficiency and balance sheet optimization initiatives

• Continued good progress on Tapping Our Potential (“TOP”) V efficiency Program, which is now expected to deliver pre-tax annualized benefit of approximately $95-$105 million by end of 2019.

• Balance Sheet Optimization initiatives to grow more attractive risk-adjusted return portfolios and optimize deposit mix continue to deliver benefits, largely offset by the impact of DDA migration and other deposit mix items.

3

Citizens Financial Group, Inc.

First quarter 2019    vs. fourth quarter 2018

Key highlights

• First quarter highlights include ROTCE of 13.0%, and Underlying ROTCE* of 13.1% which decreased from 14.1% in fourth quarter 2018, primarily due to seasonally lower net income. Underlying results* reflect relatively stable revenue, despite the impact of seasonality.

• First quarter 2019 results reflect a net $4 million after-tax reduction, or ($0.01) per fully diluted share, from notable items compared with a net $9 million after-tax reduction, or ($0.02) per share, in fourth quarter 2018.

• Results reflect an efficiency ratio of 59.0%, which includes the impact of $5 million of notable expense items. On an Underlying basis,* the efficiency ratio was 58.7% given the impact of seasonally lower revenues and higher salaries and employee benefits expense.

• Provision expense of $85 million remained stable, reflecting the impact of continued growth in higher quality retail loans and a broadly stable risk profile in commercial portfolios.

• Tangible book value per common share of $29.60 increased by 3%. Fully diluted average common shares outstanding decreased by 6.6 million shares.

Results

• Total revenue of $1.6 billion was relatively stable, despite the impact of seasonal headwinds.

• Net interest income of $1.2 billion decreased $12 million, as the benefit of 1.5% average loan growth was more than offset by a $20 million decrease tied to day count.

• Net interest margin of 3.25% was relatively stable, as improved yields on interest-earning assets tied to higher short-term interest rates and the benefit of day count were offset by an increase in funding costs, as well as the impact of lower long-term rates on the securities portfolio.

• Noninterest income of $428 million increased $7 million, or 2%. Before the impact of notable items and Acquisitions,* noninterest income increased $9 million, as increases in capital markets fees, other income, foreign exchange and interest rate products and mortgage were partially offset by seasonally lower service charges and fees, card fees and a reduction in trust and investment services fees.

• Noninterest expense of $937 million decreased $14 million, or 1%, as seasonally higher salaries and employee benefits were offset by a $40 million decrease in notable items. Before notable items and Acquisitions,* noninterest expense of $899 million increased by $28 million, largely reflecting seasonally higher salaries and employee benefits tied to payroll taxes and 401(k) matching costs.

• Provision for credit losses of $85 million was stable, with other credit metrics continuing to reflect strong credit quality.

Balance sheet

• Average interest-earning assets increased $1.7 billion, reflecting a $1.8 billion, or 1.5%, increase in loans, with strength in commercial, mortgage and education.

• Average deposits increased $2.6 billion, or 2%, as growth in term, savings and checking with interest was partially offset by reductions in demand deposits and money market accounts.

• NPLs to loans and leases ratio of 0.66% improved from 0.68%. Allowance coverage of NPLs improved to 160% from 156%.

• Net charge-offs of 31 basis points remained broadly stable with fourth quarter levels as improvement in retail partially offset an increase in commercial from relatively low fourth quarter levels.

• Average loan-to-deposit ratio improved to 97.7% from 98.4% in fourth quarter 2018; period-end loan-to-deposit ratio improved to 94.9% from 97.6% in fourth quarter 2018.

4

Citizens Financial Group, Inc.

	Quarterly Trends
Earnings highlights:										1Q19 change from
($s in millions, except per share data)	1Q19			4Q18			1Q18			4Q18						1Q18
Earnings										$/bps			%			$/bps			%
Net interest income	$	1,160		$	1,172		$	1,091		$	(12	)		(1	)%	$	69			6	%
Noninterest income		428			421			371			7			2			57			15
Total revenue		1,588			1,593			1,462			(5	)		—			126			9
Noninterest expense		937			951			883			(14	)		(1	)		54			6
Pre-provision profit		651			642			579			9			1			72			12
Provision for credit losses		85			85			78			—			—			7			9
Net income		439			465			388			(26	)		(6	)		51			13
Preferred dividends		15			15			7			—			—			8			114
Net income available to common stockholders	$	424		$	450		$	381		$	(26	)		(6	)%	$	43			11	%
After-tax notable Items		4			9			—			(5	)		(56	)		4			100
Underlying net income available to common stockholders*	$	428		$	459		$	381		$	(31	)		(7	)%	$	47			12	%
Average common shares outstanding
Basic (in millions)		460.7			467.3			487.5			(6.6	)		(1	)		(26.8	)		(5	)
Diluted (in millions)		462.5			469.1			489.3			(6.6	)		(1	)		(26.7	)		(5	)
Diluted earnings per share	$	0.92		$	0.96		$	0.78		$	(0.04	)		(4	)	$	0.14			18
Underlying diluted earnings per share*	$	0.93		$	0.98		$	0.78		$	(0.05	)		(5	)%	$	0.15			19	%
Key performance metrics*
Net interest margin		3.23	%		3.23	%		3.19	%		—	bps					4	bps
Net interest margin, FTE		3.25	%		3.25	%		3.21	%		—						4
Effective income tax rate		22.4			16.5			22.5			597						(10	)
Efficiency ratio		59			60			60			(69	)					(143	)
Underlying efficiency ratio*		59			57			60			197						(176	)
Return on average common equity		8.6			9.2			7.8			(54	)					79
Return on average tangible common equity		13.0			13.8			11.7			(85	)					129
Underlying return on average tangible common equity*		13.1			14.1			11.7			(99	)					141
Return on average total assets		1.11			1.17			1.04			(6	)					7
Underlying return on average total tangible assets*		1.17	%		1.24	%		1.08	%		(7	) bps					9	bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		10.5	%		10.6	%		11.2	%
Total capital ratio		13.4			13.3			13.9
Tier 1 leverage ratio		10.0	%		10.0	%		10.0	%
Asset quality(2)
Nonperforming loans and leases as a % of loans and leases		0.66	%		0.68	%		0.78	%		(2	) bps					(12	) bps
Allowance for loan and lease losses as a % of loans and leases		1.06			1.06			1.12			—						(6	)
Allowance for loan and lease losses as a % of nonperforming loans and leases		160			156			144			369						NM
Net charge-offs as a % of average loans and leases		0.31	%		0.29	%		0.26	%		2	bps					5	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.

5

Citizens Financial Group, Inc.

Notable items:

First quarter 2019 results reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company (“FAMC”) acquisition which have been excluded from reported results to better reflect Underlying operating results.* Cumulative after-tax integration costs related to FAMC were $21 million through the end of first quarter 2019. Total estimated after-tax FAMC integration costs are expected to be in the $30-$45 million range, with completion targeted by year-end 2019. Subsequent to the closing of the FAMC acquisition, Citizens revised its estimate of the related total goodwill and gross intangibles to $67 million which is $28 million lower than the initial estimate.

Additionally, fourth quarter 2018 reported results included 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.

First quarter 2018 results include no notable items.

Notable items*	1Q19									4Q18									3Q18									Cumulative after-tax integration costs
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			FAMC			Other			Total
Integration costs
Noninterest income	$	—		$	—		$	—		$	(4	)	$	(3	)	$	(0.01	)	$	—		$	—		$	—		$	(3	)		—		$	(3	)
Salaries and employee benefits		(1	)		(1	)		—			(4	)		(3	)		(0.01	)		(5	)		(4	)		(0.01	)		(8	)		—			(8	)
Occupancy		—			—			—			(2	)		(1	)		—			—			—			—			(1	)		—			(1	)
Outside services		(4	)		(3	)		(0.01	)		(5	)		(4	)		(0.01	)		(1	)		(1	)		—			(6	)		(2	)		(8	)
Other operating expense		—			—			—			(1	)		(1	)		—			(3	)		(2	)		(0.01	)		(3	)		—			(3	)
Noninterest expense	$	(5	)	$	(4	)	$	(0.01	)	$	(12	)	$	(9	)	$	(0.02	)	$	(9	)	$	(7	)	$	(0.02	)	$	(18	)		(2	)	$	(20	)
Total integration costs	$	(5	)	$	(4	)	$	(0.01	)	$	(16	)	$	(12	)	$	(0.03	)	$	(9	)	$	(7	)	$	(0.02	)	$	(21	)	$	(2	)	$	(23	)
Tax notable items		—			—			—			—			29			0.06			—			—			—
TOP efficiency & other actions notable items		—			—			—			(34	)		3			0.01			—			—			—
Total notable items*	$	(5	)	$	(4	)	$	(0.01	)	$	(50	)	$	(9	)	$	(0.02	)	$	(9	)	$	(7	)	$	(0.02	)

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Citizens Financial Group, Inc.

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

Underlying results/impact of Acquisitions:*	Quarterly Trends
($s in millions, except per share data)										1Q19 change from
	1Q19			4Q18			1Q18			4Q18			1Q18
Net interest income	$	1,160		$	1,172		$	1,091			(1	)%		6	%
Underlying noninterest income*		428			426			371			—			15
Underlying total revenue*	$	1,588		$	1,598		$	1,462			(1	)%		9	%
Noninterest expense	$	937		$	951		$	883			(1	)%		6	%
Notable items		5			45			—			(89	)		100
Underlying noninterest expense*	$	932		$	906		$	883			3	%		6	%
Underlying pre-provision profit*		656			692			579			(5	)		13
Provision for credit losses		85			85			78			—			9
Net income available to common stockholders		424			450			381			(6	)		11
Underlying net income available to common stockholders*		428			459			381			(7	)		12
Key performance metrics*
Diluted EPS	$	0.92		$	0.96		$	0.78			(4	)%		18	%
Underlying EPS*	$	0.93		$	0.98		$	0.78			(5	)		19
Efficiency ratio		59	%		60	%		60	%		(69	) bps		(143	) bps
Underlying efficiency ratio*		59			57			60			197			(176	)
Operating leverage											1.1	%		2.6	%
Underlying operating leverage*											(3.5	)		3.2
Underlying operating leverage before Acquisitions*											(3.3	)%		5.0	%

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Citizens Financial Group, Inc.

Discussion of results:										1Q19 change from
Net interest income	1Q19			4Q18			1Q18			4Q18						1Q18
($s in millions)										$/bps			%			$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,396		$	1,362		$	1,154		$	34			2	%	$	242			21	%
Investment securities		166			172			168			(6	)		(3	)		(2	)		(1	)
Interest-bearing deposits in banks		8			8			6			—			—			2			33
Total interest income	$	1,570		$	1,542		$	1,328		$	28			2	%	$	242			18	%
Interest expense:
Deposits	$	287		$	245		$	145		$	42			17	%	$	142			98	%
Federal funds purchased and securities sold under agreements to repurchase		2			2			1			—			—			1			100
Other short-term borrowed funds(1)		—			2			2			(2	)		(100	)		(2	)		(100	)
Long-term borrowed funds(1)		121			121			89			—			—			32			36
Total interest expense	$	410		$	370		$	237		$	40			11	%	$	173			73	%
Net interest income	$	1,160		$	1,172		$	1,091		$	(12	)		(1	)%	$	69			6	%
Net interest margin, FTE		3.25	%		3.25	%		3.21	%		—	bps					4	bps
1)  Beginning in 1Q19, borrowed funds interest expense is based on original maturity and prior periods have been revised consistent with the current presentation.

Net interest income increased $69 million, or 6%, from first quarter 2018, driven by 6% average loan growth and a four basis point improvement in net interest margin. The improvement in net interest margin reflects higher interest-earning asset yields given higher short-term rates and continued mix shift towards higher-yielding assets, partially offset by an increase in funding costs and the impact of lower long-term rates on securities premium amortization.

Compared with fourth quarter 2018, net interest income of $1.2 billion decreased $12 million, or 1%, as the benefit of a 1.5% increase in loans and a stable net interest margin were more than offset by a $20 million decrease tied to day count. The relatively stable net interest margin reflects the benefit of higher loan yields tied to higher short-term rates, day count and balance sheet optimization initiatives, offset by an increase in funding costs as well as an increase in securities premium amortization given lower long-term rates.

Noninterest Income								1Q19 change from
($s in millions)	1Q19		4Q18			1Q18		4Q18						1Q18
								$			%			$			%
Service charges and fees	$	123	$	131		$	124	$	(8	)		(6	)%	$	(1	)		(1	)%
Card fees		59		62			61		(3	)		(5	)		(2	)		(3	)
Capital markets fees		54		45			39		9			20			15			38
Trust and investment services fees		47		43			40		4			9			7			18
Mortgage banking fees		43		51			25		(8	)		(16	)		18			72
Letter of credit and loan fees		33		34			30		(1	)		(3	)		3			10
Foreign exchange and interest rate products		36		34			27		2			6			9			33
Securities gains, net		8		6			8		2			33			—			—
Other income(1)		25		15			17		10			67			8			47
Noninterest income	$	428	$	421		$	371	$	7			2	%	$	57			15	%
Notable items*	$	—	$	(5	)	$	—	$	5			100		$	—			—
Underlying noninterest income*	$	428	$	426		$	371	$	2			—	%	$	57			15	%

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

8

Citizens Financial Group, Inc.

Noninterest income of $428 million in first quarter 2019 increased $57 million, or 15%, from first quarter 2018. Underlying noninterest income before the impact of Acquisitions* of $402 million increased $31 million, or 8%, driven by record capital markets and record foreign exchange and interest rate products revenues, reflecting the benefit of investments to broaden and enhance our capabilities. Capital markets delivered strength in loan syndications, merger and acquisitions and advisory fees and bond underwriting fees. Results also reflect higher letter of credit and loan fees. Higher other income reflects asset dispositions tied to balance sheet optimization and efficiency initiatives, which, along with securities gains, offset an $11 million impact on mortgage servicing rights valuation largely given lower rates.

Compared with fourth quarter 2018, noninterest income increased $7 million, or 2%. On an Underlying basis before the impact of Acquisitions,* noninterest income increased $9 million, or 2%, reflecting strength in capital markets fees largely tied to an increase in bond underwriting activity, as well as higher other income, foreign exchange and interest rate products and mortgage banking fees. These increases were largely offset by a seasonal decline in service charges and fees and card fees, and a reduction in trust and investment services fees, tied to lower year-end valuation levels and investor sentiment.

Noninterest Expense							1Q19 change from
($s in millions)	1Q19		4Q18		1Q18		4Q18						1Q18
							$			%			$			%
Salaries and employee benefits	$	509	$	483	$	470	$	26			5	%	$	39			8	%
Equipment and software expense		125		124		113		1			1			12			11
Outside services		110		135		99		(25	)		(19	)		11			11
Occupancy		83		92		81		(9	)		(10	)		2			2
Other operating expense		110		117		120		(7	)		(6	)		(10	)		(8	)
Noninterest expense	$	937	$	951	$	883	$	(14	)		(1	)%	$	54			6	%
Notable items*	$	5	$	45	$	—	$	(40	)		(89	)%	$	5			100	%
Underlying,* as applicable
Salaries and employee benefits	$	508	$	477	$	470	$	31			6	%	$	38			8	%
Equipment and software expense		125		121		113		4			3			12			11
Outside services		106		116		99		(10	)		(9	)		7			7
Occupancy		83		76		81		7			9			2			2
Other operating expense		110		116		120		(6	)		(5	)		(10	)		(8	)
Underlying noninterest expense*	$	932	$	906	$	883	$	26			3	%	$	49			6	%

First quarter 2019 noninterest expense of $937 million increased $54 million, or 6%, from first quarter 2018. Underlying noninterest expense before the impact of Acquisitions* of $899 million increased $16 million, or 2%, largely reflecting an increase in salaries and employee benefits which included the impact of annual merit increases, revenue driven incentives and strategic growth initiatives, as well as an increase in equipment and software expense which also included the impact of growth initiatives. These increases were partially offset by lower other operating expense, largely tied to a reduction in FDIC insurance.

Compared with fourth quarter 2018, noninterest expense was relatively stable as a reduction in notable items was substantially offset by seasonally higher salaries and employee benefits. Underlying noninterest expense before the impact of Acquisitions* of $899 million increased by $28 million, or 3%, driven by higher salary and employee benefits tied to seasonally higher payroll taxes, 401(k) matching and stock-based compensation costs. Results also reflect higher occupancy expense as well as higher equipment and software expense, including the impact of strategic growth initiatives. These results were partially offset by seasonally lower outside services expense and a reduction in other operating expense. Results reflect continued focus on expense discipline and the benefit of TOP efficiency initiatives.

9

Citizens Financial Group, Inc.

The first quarter 2019 effective tax rate of 22.4% compares to 22.5% for first quarter 2018 and 16.5% in the fourth quarter 2018, which included the impact of notable items tied to the true-up of the December 2017 Tax Legislation. On an Underlying basis,* the effective tax rate was 21.9% in fourth quarter 2018.

Consolidated balance sheet review(1)										1Q19 change from
($s in millions)	1Q19			4Q18			1Q18			4Q18						1Q18
										$/bps			%			$/bps			%
Total assets	$	161,342		$	160,518		$	153,453		$	824			1	%	$	7,889			5	%
Total loans and leases		117,615			116,660			111,425			955			1			6,190			6
Total loans held for sale		1,252			1,320			800			(68	)		(5	)		452			57
Deposits		123,916			119,575			115,730			4,341			4			8,186			7
Average interest-earning assets		145,513			143,770			138,671			1,743			1			6,842			5
Stockholders’ equity		21,531			20,817			20,059			714			3			1,472			7
Stockholders’ common equity		20,399			19,977			19,812			422			2			587			3
Tangible common equity	$	13,649		$	13,389		$	13,280		$	260			2	%	$	369			3	%
Loan-to-deposit ratio (period-end)(2)		94.9	%		97.6	%		96.3	%		(264	)  bps					(136	)  bps
Loans to deposits ratio (avg balances)(2)		97.7			98.4			98.0			(71	)  bps					(26	)  bps
Common equity tier 1 capital ratio(3)		10.5			10.6			11.2
Total capital ratio(3)		13.4	%		13.3	%		13.9	%

1) Represents period end unless otherwise noted.

2) Excludes loans held for sale.

3) Current reporting period regulatory capital ratios are preliminary.

Total assets of $161.3 billion at March 31, 2019 increased $7.9 billion, or 5%, from March 31, 2018 driven by a $6.2 billion increase in loans and leases and a $1.5 billion increase tied to the FAMC acquisition, largely representing loans held for sale and a mortgage servicing rights portfolio in non-interest earning assets. Compared with December 31, 2018, total assets increased $824 million, or 1%, driven by an increase in loans and leases.

Interest-earning assets							1Q19 change from
($s in millions)	1Q19		4Q18		1Q18		4Q18						1Q18
Period-end interest-earning assets							$			%			$			%
Investments and interest-bearing deposits	$	27,331	$	28,216	$	28,262	$	(885	)		(3	)%	$	(931	)		(3	)%
Commercial loans and leases		57,689		56,783		53,144		906			2			4,545			9
Retail loans		59,926		59,877		58,281		49			—			1,645			3
Total loans and leases		117,615		116,660		111,425		955			1			6,190			6
Loans held for sale, at fair value		1,186		1,219		478		(33	)		(3	)		708			148
Other loans held for sale		66		101		322		(35	)		(35	)		(256	)		(80	)
Total loans and leases and loans held for sale		118,867		117,980		112,225		887			1			6,642			6
Total period-end interest-earning assets	$	146,198	$	146,196	$	140,487	$	2			—	%	$	5,711			4	%
Average interest-earning assets
Investments and interest-bearing deposits	$	26,638	$	26,553	$	26,881	$	85			—	%	$	(243	)		(1	)%
Commercial loans and leases		57,707		56,310		52,623		1,397			2			5,084			10
Retail loans		59,942		59,583		58,492		359			1			1,450			2
Total loans and leases		117,649		115,893		111,115		1,756			2			6,534			6
Loans held for sale, at fair value		1,035		1,245		420		(210	)		(17	)		615			146
Other loans held for sale		191		79		255		112			142			(64	)		(25	)
Total loans and leases and loans held for sale		118,875		117,217		111,790		1,658			1			7,085			6
Total average interest-earning assets	$	145,513	$	143,770	$	138,671	$	1,743			1	%	$	6,842			5	%

Period-end interest earning assets of $146.2 billion increased $5.7 billion, or 4%, from March 31, 2018, driven by loan and lease growth of $6.2 billion, or 6%, with growth in commercial and retail which was partially offset by a reduction in the investment portfolio. Compared with December 31, 2018, period-end interest earning assets were relatively stable as a $955 million increase in loans and leases, driven by strength in commercial, was partially offset by an $885 million decrease in investments and interest-bearing deposits, largely reflecting lower cash positions. At the end of first quarter 2019, the average effective duration of the securities portfolio decreased to 3.8 years from 4.4 years at March 31, 2018 and December 31, 2018, given lower long-term rates that drove an increase in securities prepayment speeds.

10

Citizens Financial Group, Inc.

Average interest-earning assets of $145.5 billion in first quarter 2019 increased $6.8 billion, or 5%, from first quarter 2018, driven by a $6.5 billion, or 6% increase in loans and leases. Commercial loans and leases increased $5.1 billion, or 10%, while retail loans increased $1.5 billion, or 2%, and loans held for sale increased $551 million, reflecting the impact of the FAMC acquisition. Results also reflect a $243 million decrease in investments and interest-bearing deposits, largely reflecting the impact of lower long-term rates on the securities portfolio. Commercial loan results reflect strength in commercial loans, reflecting the benefit of geographic expansion strategies and growth in industry verticals, and commercial real estate, partially offset by planned reductions in commercial leases. Retail loan growth was driven by mortgage, unsecured and education, partially offset by a planned reduction in auto and lower home equity. Before the impact of FAMC,* average loan growth was 6%.

Compared with fourth quarter 2018, average interest-earning assets increased $1.7 billion, or 1.2%, driven by loan and lease growth of $1.8 billion, or 1.5%, 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, education and unsecured, partially offset by a planned reduction in auto and lower home equity.

Deposits							1Q19 change from
($s in millions)	1Q19		4Q18		1Q18		4Q18						1Q18
Period-end deposits							$			%			$			%
Demand deposits	$	28,383	$	29,458	$	28,437	$	(1,075	)		(4	)%	$	(54	)		—	%
Checking with interest		23,482		23,067		21,767		415			2			1,715			8
Savings		13,239		12,007		9,896		1,232			10			3,343			34
Money market accounts		35,972		35,701		38,880		271			1			(2,908	)		(7	)
Term deposits		22,840		19,342		16,750		3,498			18			6,090			36
Total period-end deposits	$	123,916	$	119,575	$	115,730	$	4,341			4	%	$	8,186			7	%
Average deposits
Demand deposits	$	28,465	$	29,824	$	28,544	$	(1,359	)		(5	)%	$	(79	)		—	%
Checking with interest		22,987		21,792		21,665		1,195			5			1,322			6
Savings		12,626		11,220		9,627		1,406			13			2,999			31
Money market accounts		35,209		35,929		37,084		(720	)		(2	)		(1,875	)		(5	)
Term deposits		21,127		19,000		16,503		2,127			11			4,624			28
Total average deposits	$	120,414	$	117,765	$	113,423	$	2,649			2	%	$	6,991			6	%

Total period-end deposits of $123.9 billion at March 31, 2019 increased $8.2 billion, or 7%, from March 31, 2018, driven by growth in term deposits, savings, and checking with interest, partially offset by a decrease in money market accounts. Demand deposits were relatively stable, including $590 million tied to the FAMC acquisition.

Compared with December 31, 2018, period-end total deposits increased $4.3 billion, or 4 %, reflecting an increase in term deposits, savings, checking with interest and money market accounts, partially offset by a decrease in commercial demand deposits. Citizens Access^® deposits were $4.6 billion at the end of first quarter 2019, up from $3.0 billion at December 31, 2018.

First quarter 2019 average deposits of $120.4 billion increased $7.0 billion, or 6%, from first quarter 2018, reflecting growth in term, savings and checking with interest as well as relatively stable demand deposits. These results were partially offset by a decline in money market accounts.

Compared with fourth quarter 2018, average deposits increased $2.6 billion, or 2%, reflecting growth in term deposits, savings and checking with interest, partially offset by a reduction in demand deposits and money market accounts.

11

Citizens Financial Group, Inc.

Borrowed Funds							1Q19 change from
($s in millions)	1Q19		4Q18		1Q18		4Q18						1Q18
Period-end borrowed funds							$			%			$			%
Federal funds purchased and securities sold under agreements to repurchase	$	668	$	1,156	$	315	$	(488	)		(42	)%	$	353			112	%
Other short-term borrowed funds(1)		11		161		10		(150	)		(93	)		1			10
Long-term borrowed funds(1)
FHLB advances		2,508		7,508		5,511		(5,000	)		(67	)		(3,003	)		(54	)
Senior debt		7,558		6,769		7,474		789			12			84			1
Subordinated debt and other debt		1,660		1,648		1,985		12			1			(325	)		(16	)
Total borrowed funds	$	12,404	$	17,242	$	15,295	$	(4,838	)		(28	)%	$	(2,891	)		(19	)
Average borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	640	$	821	$	645	$	(181	)		(22	)%	$	(5	)		(1	)%
Other short-term borrowed funds(1)		58		341		588		(283	)		(83	)		(530	)		(90	)
Long-term borrowed funds(1)
FHLB advances		5,694		6,684		5,694		(990	)		(15	)		—			—
Senior debt		7,391		7,241		6,763		150			2			628			9
Subordinated debt and other debt		1,651		1,648		1,985		3			—			(334	)		(20	)
Total average borrowed funds	$	15,434	$	16,735	$	15,675	$	(1,301	)		(8	)%	$	(241	)		(2	)%
1)  Beginning in 1Q19, borrowed funds balances are based on original maturity and prior periods have been revised consistent with the current presentation.

Total borrowed funds of $12.4 billion at March 31, 2019 decreased $2.9 billion, or 19%, from March 31, 2018, driven by a $3.0 billion decrease in long-term FHLB advances, primarily reflecting improved funding mix from deposit growth, as well as a $325 million decrease in subordinated debt and other debt reflecting redemptions. Senior debt remained relatively stable as $1.5 billion of maturities were offset by issuances.

Compared with December 31, 2018, total borrowed funds decreased $4.8 billion, reflecting a $5.0 billion decrease in long-term FHLB advances and a $488 million reduction in fed funds purchased and repurchase agreements, given improved funding mix, partially offset by a net $789 million increase in senior debt.

Average borrowed funds of $15.4 billion decreased $241 million, or 2%, from first quarter 2018 and decreased $1.3 billion, or 8%, from fourth quarter 2018, driven by a $990 million decrease in FHLB advances.

Capital										1Q19 change from
($s and shares in millions except per share data)	1Q19			4Q18			1Q18			4Q18						1Q18
Period-end capital										$			%			$			%
Stockholders’ equity	$	21,531		$	20,817		$	20,059		$	714			3	%	$	1,472			7	%
Stockholders’ common equity		20,399			19,977			19,812			422			2			587			3
Tangible common equity		13,649			13,389			13,280			260			2			369			3
Tangible book value per common share	$	29.60		$	28.73		$	27.24		$	0.87			3		$	2.36			9
Common shares - at end of period		461.1			466.0			487.6			(4.9	)		(1	)		(26.4	)		(5	)
Common shares - average (diluted)		462.5			469.1			489.3			(6.6	)		(1	)%		(26.7	)		(5	)%
Common equity tier 1 capital ratio(1)		10.5	%		10.6	%		11.2	%
Total capital ratio(1)		13.4			13.3			13.9
Tier 1 leverage ratio(1)		10.0	%		10.0	%		10.0	%

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

At March 31, 2019, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 10.5% compared with 10.6% at December 31, 2018 and 11.2% at March 31, 2018, and a total capital ratio of 13.4% compared with total capital ratios of 13.3% as of December 31, 2018 and 13.9% as of March 31, 2018. 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.

12

Citizens Financial Group, Inc.

Tangible book value per common share of $29.60 increased 3% from fourth quarter 2018 and 9% from first quarter 2018.

During the first quarter 2019, the company repurchased 5.8 million shares of common stock at a weighted-average price of $34.34, and including common dividends, returned $349 million to shareholders. These results compare with $427 million returned to common shareholders in fourth quarter 2018 and $283 million in first quarter 2018.

Credit quality review										1Q19 change from
($s in millions)	1Q19			4Q18			1Q18			4Q18						1Q18
										$/bps			%			$/bps			%
Nonperforming loans and leases	$	780		$	797		$	868		$	(17	)		(2	)%	$	(88	)		(10	)%
Net charge-offs		89			85			70			4			5			19			27
Provision for credit losses		85			85			78			—			—			7			9
Allowance for loan and lease losses	$	1,245		$	1,242		$	1,246		$	3			—	%	$	(1	)		—	%
Nonperforming loans and leases as a % of loans and leases		0.66	%		0.68	%		0.78	%		(2	)  bps					(12	)  bps
Net charge-offs as % of total loans and leases		0.31			0.29			0.26			2						5
Allowance for loan and lease losses as a % of loans and leases		1.06			1.06			1.12			—						(6	)
Allowance for loan and lease losses as a % of nonperforming loans and leases		159.7	%		156.0	%		143.6	%		369	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 $780 million decreased $17 million, or 2%, from December 31, 2018, reflecting a decrease in retail driven by improvement in home equity and seasonality in auto, partially offset by a modest increase in commercial from unusually low fourth quarter levels.

Compared to March 31, 2018, nonperforming loans and leases decreased $88 million, or 10%, reflecting a $62 million decrease in commercial, given a reduction in nonperforming commodities-related credits, and a $26 million decrease in retail, largely in home equity. The nonperforming loans and leases to loans and leases ratio of 0.66% at March 31, 2019 improved two basis points from 0.68% at December 31, 2018 and improved 12 basis points from 0.78% at March 31, 2018.

Net charge-offs of $89 million increased $4 million from fourth quarter 2018, reflecting a $16 million increase in commercial, including the impact of a commercial real estate credit, from relatively low fourth quarter levels that included higher recoveries. These results were partially offset by a $12 million decrease in retail largely driven by the real estate-secured portfolios.

Compared with first quarter 2018, net charge-offs increased $19 million, reflecting a $27 million increase in commercial net charge-offs tied to a commercial real estate credit and a reduction in recoveries, partially offset by a modest decrease in retail as improvement in the real estate-secured portfolios and auto was partially offset by the impact of expected seasoning in unsecured portfolios. First quarter 2019 net charge-offs of 31 basis points of average loans and leases compares with 29 basis points in fourth quarter 2018 and 26 basis points in first quarter 2018.

Allowance for loan and lease losses of $1.2 billion is stable compared with fourth quarter 2018 and first quarter 2018 levels, reflecting strong overall credit quality that helped offset reserves to fund loan growth.

The ratio of the allowance for loan and lease losses to loans and leases was 1.06% as of March 31, 2019, which was stable compared with 1.06% as of December 31, 2018 and down modestly from 1.12% as of March 31, 2018. The allowance for loan and lease losses to nonperforming loans and leases ratio of 160% as of March 31, 2019 compares to 156% as of December 31, 2018, and 144% as of March 31, 2018, 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) 230-1085, conference ID 461320

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

Replay Information: A replay of the conference call will be available beginning at 11:00 am ET on April 18 through May 18, 2019. Please dial (800) 475-6701 and enter access code 461320. 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 $161.3 billion in assets as of March 31, 2019. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 2,900 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
										1Q19 Change
		1Q19			4Q18			1Q18		4Q18						1Q18
										$			%			$			%
Noninterest income, Underlying:
Noninterest income (GAAP)		$	428		$	421		$	371	$	7			2	%	$	57			15	%
Less: Notable items			—			(5	)		—		5			100			—			—
Noninterest income, Underlying (non-GAAP)		$	428		$	426		$	371	$	2			—	%	$	57			15	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$	1,588		$	1,593		$	1,462	($	5	)		—	%	$	126			9	%
Less: Notable items			—			(5	)		—		5			100			—			—
Total revenue, Underlying (non-GAAP)	B	$	1,588		$	1,598		$	1,462	($	10	)		(1	%)	$	126			9	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$	937		$	951		$	883	($	14	)		(1	%)	$	54			6	%
Less: Notable items			5			45			—		(40	)		(89	)		5			100
Noninterest expense, Underlying (non-GAAP)	D	$	932		$	906		$	883	$	26			3	%	$	49			6	%
Pre-provision profit:
Total revenue (GAAP)	A	$	1,588		$	1,593		$	1,462	($	5	)		—	%	$	126			9	%
Less: Noninterest expense (GAAP)	C		937			951			883		(14	)		(1	)		54			6
Pre-provision profit (GAAP)		$	651		$	642		$	579	$	9			1	%	$	72			12	%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,588		$	1,598		$	1,462	($	10	)		(1	%)	$	126			9	%
Less: Noninterest expense, Underlying (non-GAAP)	D		932			906			883		26			3			49			6
Pre-provision profit, Underlying (non-GAAP)		$	656		$	692		$	579	($	36	)		(5	%)	$	77			13	%
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$	566		$	557		$	501	$	9			2	%	$	65			13	%
Less: Income (expense) before income tax expense (benefit) related to notable items			(5	)		(50	)		—		45			90			(5	)		(100	)
Income before income tax expense, Underlying (non-GAAP)	F	$	571		$	607		$	501	($	36	)		(6	%)	$	70			14	%
Income tax expense, Underlying:
Income tax expense (benefit) (GAAP)	G	$	127		$	92		$	113	$	35			38	%	$	14			12	%
Less: Income tax expense (benefit) related to notable items			(1	)		(41	)		—		40			98			(1	)		(100	)
Income tax expense, Underlying (non-GAAP)	H	$	128		$	133		$	113	($	5	)		(4	%)	$	15			13	%
Net income, Underlying:
Net income (GAAP)	I	$	439		$	465		$	388	($	26	)		(6	%)	$	51			13	%
Add: Notable items, net of income tax expense (benefit)			4			9			—		(5	)		(56	)		4			100
Net income, Underlying (non-GAAP)	J	$	443		$	474		$	388	($	31	)		(7	%)	$	55			14	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$	424		$	450		$	381	($	26	)		(6	%)	$	43			11	%
Add: Notable items, net of income tax expense (benefit)			4			9			—		(5	)		(56	)		4			100
Net income available to common stockholders, Underlying (non-GAAP)	L	$	428		$	459		$	381	($	31	)		(7	%)	$	47			12	%

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
											1Q19 Change
		1Q19			4Q18			1Q18			4Q18						1Q18
											$/bps			%			$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,588		$	1,593		$	1,462		($	5	)		(0.27	%)	$	126			8.71	%
Less: Noninterest expense (GAAP)	C		937			951			883			(14	)		(1.42	)		54			6.14
Operating leverage															1.15	%					2.57	%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,588		$	1,598		$	1,462		($	10	)		(0.58	%)	$	126			8.72	%
Less: Noninterest expense, Underlying (non-GAAP)	D		932			906			883			26			2.87			49			5.54
Operating leverage, Underlying (non-GAAP)															(3.45	%)					3.18	%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		59.00	%		59.69	%		60.43	%		(69	)  bps					(143	) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		58.67			56.70			60.43			197	bps					(176	) bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		22.42	%		16.45	%		22.52	%		597	bps					(10	) bps
Effective income tax rate, Underlying (non-GAAP)	H/F		22.44			21.91			22.52			53	bps					(8	) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$	19,942		$	19,521		$	19,732		$	421			2	%	$	210			1	%
Return on average common equity	K/M		8.62	%		9.16	%		7.83	%		(54	) bps					79	bps
Return on average common equity, Underlying (non-GAAP)	L/M		8.71			9.33			7.83			(62	) bps					88	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$	19,942		$	19,521		$	19,732		$	421			2	%	$	210			1	%
Less: Average goodwill (GAAP)			7,018			6,946			6,887			72			1			131			2
Less: Average other intangibles (GAAP)			59			32			2			27			84			57			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			368			364			355			4			1			13			4
Average tangible common equity	N	$	13,233		$	12,907		$	13,198		$	326			3	%	$	35			—	%
Return on average tangible common equity	K/N		13.00	%		13.85	%		11.71	%		(85	) bps					129	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N		13.12			14.11			11.71			(99	) bps					141	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$	160,415		$	157,732		$	151,523		$	2,683			2	%	$	8,892			6	%
Return on average total assets	I/O		1.11	%		1.17	%		1.04	%		(6	) bps					7	bps
Return on average total assets, Underlying (non-GAAP)	J/O		1.12			1.19			1.04			(7	) bps					8	bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	O	$	160,415		$	157,732		$	151,523		$	2,683			2	%	$	8,892			6	%
Less: Average goodwill (GAAP)			7,018			6,946			6,887			72			1			131			2
Less: Average other intangibles (GAAP)			59			32			2			27			84			57			NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			368			364			355			4			1			13			4
Average tangible assets	P	$	153,706		$	151,118		$	144,989		$	2,588			2	%	$	8,717			6	%
Return on average total tangible assets	I/P		1.16	%		1.22	%		1.08	%		(6	) bps					8	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/P		1.17			1.24			1.08			(7	) bps					9	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
									1Q19 Change
		1Q19		4Q18			1Q18		4Q18						1Q18
									$/bps			%			$/bps			%
Tangible book value per common share:
Common shares - at period-end (GAAP)	Q		461,116,723		466,007,984			487,551,444		(4,891,261	)		(1	%)		(26,434,721	)		(5	%)
Common stockholders’ equity (GAAP)		$	20,399	$	19,977		$	19,812	$	422			2		$	587			3
Less: Goodwill (GAAP)			7,040		6,923			6,887		117			2			153			2
Less: Other intangible assets (GAAP)			80		31			2		49			158			78			NM
Add: Deferred tax liabilities related to goodwill (GAAP)			370		366			357		4			1			13			4
Tangible common equity	R	$	13,649	$	13,389		$	13,280	$	260			2	%	$	369			3	%
Tangible book value per common share	R/Q	$	29.60	$	28.73		$	27.24	$	0.87			3	%	$	2.36			9	%
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		460,713,172		467,338,825			487,500,618		(6,625,653	)		(1	%)		(26,787,446	)		(5	%)
Average common shares outstanding - diluted (GAAP)	T		462,520,680		469,103,134			489,266,826		(6,582,454	)		(1	)		(26,746,146	)		(5	)
Net income per average common share - basic (GAAP)	K/S	$	0.92	$	0.96		$	0.78	($	0.04	)		(4	)	$	0.14			18
Net income per average common share - diluted (GAAP)	K/T		0.92		0.96			0.78		(0.04	)		(4	)		0.14			18
Net income per average common share - basic, Underlying (non-GAAP)	L/S		0.93		0.98			0.78		(0.05	)		(5	)		0.15			19
Net income per average common share - diluted, Underlying (non-GAAP)	L/T		0.93		0.98			0.78		(0.05	)		(5	)		0.15			19
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)		$	43	$	51		$	25	($	8	)		(16	%)	$	18			72	%
Less: Notable items			—		(4	)		—		4			100			—			—
Mortgage banking fees, Underlying (non-GAAP)		$	43	$	55		$	25	($	12	)		(22	%)	$	18			72	%
Other income, Underlying:
Other income (GAAP)		$	25	$	15		$	17	$	10			67	%	$	8			47	%
Less: Notable items			—		(1	)		—		1			100			—			—
Other income, Underlying (non-GAAP)		$	25	$	16		$	17	$	9			56	%	$	8			47	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)		$	509	$	483		$	470	$	26			5	%	$	39			8	%
Less: Notable items			1		6			—		(5	)		(83	)		1			100
Salaries and employee benefits, Underlying (non-GAAP)		$	508	$	477		$	470	$	31			6	%	$	38			8	%
Equipment and software expense, Underlying1:
Equipment and software expense1 (GAAP)		$	125	$	124		$	113	$	1			1	%	$	12			11	%
Less: Notable items			—		3			—		(3	)		(100	)		—			—
Equipment and software expense, Underlying1 (non-GAAP)		$	125	$	121		$	113	$	4			3	%	$	12			11	%
Outside services, Underlying:
Outside services (GAAP)		$	110	$	135		$	99	($	25	)		(19	%)	$	11			11	%
Less: Notable items			4		19			—		(15	)		(79	)		4			100
Outside services, Underlying (non-GAAP)		$	106	$	116		$	99	($	10	)		(9	%)	$	7			7	%
Occupancy, Underlying:
Occupancy (GAAP)		$	83	$	92		$	81	($	9	)		(10	%)	$	2			2	%
Less: Notable items			—		16			—		(16	)		(100	)		—			—
Occupancy, Underlying (non-GAAP)		$	83	$	76		$	81	$	7			9	%	$	2			2	%
Other operating expense, Underlying:
Other operating expense (GAAP)		$	110	$	117		$	120	($	7	)		(6	%)	($	10	)		(8	%)
Less: Notable items			—		1			—		(1	)		(100	)		—			—
Other operating expense, Underlying (non-GAAP)		$	110	$	116		$	120	($	6	)		(5	%)	($	10	)		(8	%)

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

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Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS
											1Q19 Change
		1Q19			4Q18			1Q18			4Q18						1Q18
											$/bps			%			$/bps			%
Net interest income, Underlying excluding Acquisitions:
Net interest income (GAAP)		$	1,160		$	1,172		$	1,091		($	12	)		(1	%)	$	69			6	%
Less: Acquisitions Impact			2			3			—			(1	)		(33	)		2			100
Net interest income, Underlying excluding Acquisitions (non-GAAP)		$	1,158		$	1,169		$	1,091		($	11	)		(1	%)	$	67			6	%
Noninterest income, Underlying excluding Acquisitions:
Noninterest income (GAAP)		$	428		$	421		$	371		$	7			2	%	$	57			15	%
Less: Notable items			—			(5	)		—			5			100			—			—
Less: Acquisitions impact			26			33			—			(7	)		(21	)		26			100
Noninterest income, Underlying excluding Acquisitions (non-GAAP)		$	402		$	393		$	371		$	9			2	%	$	31			8	%
Total revenue, Underlying excluding Acquisitions:
Total revenue (GAAP)	A	$	1,588		$	1,593		$	1,462		($	5	)		—	%	$	126			9	%
Less: Notable items			—			(5	)		—			5			100			—			—
Less: Acquisitions impact			28			36			—			(8	)		(22	)		28			100
Total revenue, Underlying excluding Acquisitions (non-GAAP)	B	$	1,560		$	1,562		$	1,462		($	2	)		—	%	$	98			7	%
Noninterest expense, Underlying excluding Acquisitions:
Noninterest expense (GAAP)	C	$	937		$	951		$	883		($	14	)		(1	%)	$	54			6	%
Less: Notable items			5			45			—			(40	)		(89	)		5			100
Less: Acquisitions impact			33			35			—			(2	)		(6	)		33			100
Noninterest expense, Underlying excluding Acquisitions (non-GAAP)	D	$	899		$	871		$	883		$	28			3	%	$	16			2	%
Operating leverage:
Total revenue (GAAP)	A	$	1,588		$	1,593		$	1,462		($	5	)		(0.27	%)	$	126			8.71	%
Less: Noninterest expense (GAAP)	C		937			951			883			(14	)		(1.42	)		54			6.14
Operating leverage															1.15	%					2.57	%
Operating leverage, Underlying excluding Acquisitions:
Total revenue, Underlying excluding Acquisitions (non-GAAP)	B	$	1,560		$	1,562		$	1,462		($	2	)		(0.11	%)	$	98			6.77	%
Less: Noninterest expense, Underlying excluding Acquisitions (non-GAAP)	D		899			871			883			28			3.19			16			1.80
Operating leverage, Underlying excluding Acquisitions (non-GAAP)															(3.30	%)					4.97	%
Efficiency ratio and efficiency ratio, Underlying excluding Acquisitions:
Efficiency ratio	C/A		59.00	%		59.69	%		60.43	%		(69	) bps					(143	)		bps
Efficiency ratio, Underlying excluding Acquisitions (non-GAAP)	D/B		57.62			57.77			60.43			(15	) bps					(281	)		bps

19

Citizens Financial Group, Inc.

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

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

	QUARTERLY TRENDS
								1Q19 Change
	1Q19		4Q18			1Q18		4Q18						1Q18
								$/bps			%			$/bps			%
Mortgage banking fees, Underlying excluding Acquisitions:
Mortgage banking fees (GAAP)	$	43	$	51		$	25	($	8	)		(16	%)	$	18			72	%
Less: Notable items		—		(4	)		—		4			100			—			—
Less: Acquisitions impact		19		33			—		(14	)		(42	)		19			100
Mortgage banking fees, Underlying excluding Acquisitions (non-GAAP)	$	24	$	22		$	25	$	2			9	%	($	1	)		(4	%)
Salaries and employee benefits, Underlying excluding Acquisitions:
Salaries and employee benefits (GAAP)	$	509	$	483		$	470	$	26			5	%	$	39			8	%
Less: Notable items		1		6			—		(5	)		(83	)		1			100
Less: Acquisitions impact		19		20			—		(1	)		(5	)		19			100
Salaries and employee benefits, Underlying excluding Acquisitions (non-GAAP)	$	489	$	457		$	470	$	32			7	%	$	19			4	%
Total average loans and leases, Underlying excluding Acquisitions:
Total average loans and leases (GAAP)	$	117,649	$	115,893		$	111,115	$	1,756			2	%	$	6,534			6	%
Less: Acquisitions impact		122		106			—		16			15			122			100
Total average loans and leases, Underlying excluding Acquisitions (non-GAAP)	$	117,527	$	115,787		$	111,115	$	1,740			2	%	$	6,412			6	%
Total Consumer average demand deposits, Underlying excluding Acquisitions:
Total Consumer average demand deposits (GAAP)	$	17,326	$	17,724		$	16,262	($	398	)		(2	%)	$	1,064			7	%
Less: Acquisition impact		571		675			—		(104	)		(15	)		571			100
Total Consumer average demand deposits, Underlying excluding Acquisitions (non-GAAP)	$	16,755	$	17,049		$	16,262	($	294	)		(2	%)	$	493			3	%

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

20

Citizens Financial Group, Inc.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future 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;

21

Citizens Financial Group, Inc.

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

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

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

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

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

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

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

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

CFG-IR

22

EX-99.2

1Q19 Financial Results April 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 meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: Negative economic and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense; The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals; Our ability to meet heightened supervisory requirements and expectations; Liabilities and business restrictions resulting from litigation and regulatory investigations; Our capital and liquidity requirements (including under regulatory capital standards, such as the U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms; The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services; A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2018. 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.

1Q19 GAAP financial summary See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

Provision expense of $85 million was stable, with other credit metrics continuing to reflect good credit quality Overall credit quality remains strong; NPLs of 66 bps of loans decreased 2 bps QoQ and 12 bps YoY NPL coverage ratio of 160% vs. 156% in 4Q18 and 144% in 1Q18 Allowance to loans and leases of 1.06% vs. 1.06% in 4Q18 and 1.12% in 1Q18, reflecting continued improving loan mix and credit quality Generated 6% loan and deposit growth YoY Average loan yields of 4.72% improved 57 bps YoY, reflecting improved portfolio mix and the benefit of higher rates Average deposit costs remain well controlled given the competitive landscape, up 45 bps YoY; deposit betas in line with expectations; Average demand deposits relatively stable YoY Consumer Banking initiatives – 9% deposit and 3% loan growth(2) YoY; strong progress in data analytics and digital strategies as well as in enhancing customer journeys; average demand deposits up 7% YoY Commercial Banking initiatives – Strong loan growth(2) of 10% YoY; continued progress in diversifying overall fee income with record capital markets fees up 38% and record level of FX & IRP revenue up 33% YoY 1Q19 highlights Improving profitability and returns Strong capital, liquidity and funding Strong credit quality Continued progress on strategic growth, efficiency and balance sheet optimization initiatives Strong capital levels with a common equity tier 1 ratio of 10.5%; TBV per share of $29.60, up 9% from 1Q18 and 3% from 4Q18 1Q19 average deposits increased $7.0 billion, or 6% vs. 1Q18 and 2% QoQ Drove improvement in loan-to-deposit ratio with period-end ratio of 94.9%, a 1.4% improvement YoY Repurchased $200 million of common shares, and including common dividends returned $349 million to shareholders Underlying net income available to common(1) of $428 million with EPS of $0.93 up 19% YoY Underlying ROTCE(1) of 13.1% compares with 11.7% in 1Q18 and 14.1% in 4Q18 Revenue of $1.6 billion up 9% YoY and relatively stable QoQ given day count and seasonal impacts NII broadly stable QoQ as the benefit of 1.5% average loan growth was more than offset by a $20 million decrease tied to day count, up 6% YoY with average loan growth of 6% NIM of 3.25% was stable QoQ and up 4 bps YoY Noninterest income growth ex Acquisitions up 8% and Underlying noninterest expense growth ex Acquisitions up 2% YoY, reflecting the benefits of our investments in capabilities and in efficiency initiatives through TOP programs Positive operating leverage of 5.0% YoY on an Underlying basis before the impact of Acquisitions; Underlying efficiency ratio of 58.7% improved 176 bps YoY(1) See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

Highlights 1Q19 Underlying financial summary(1) Linked quarter: Underlying net income available to common stockholders down 7%, and EPS of $0.93 down 5% NII relatively stable as 1.5% average loan growth was offset by a $20 million decrease tied to day count Underlying noninterest income relatively stable despite seasonality Underlying noninterest expense increased $26 million, driven by seasonally higher salaries and employee benefits expense Prior-year quarter: Underlying net income available to common stockholders up 12% and EPS up 19%; ROTCE improved 141 bps(1) NII up $69 million, or 6%, reflecting 6% average loan growth and a 4 bp improvement in NIM, given higher rates and improved loan mix Underlying noninterest income up $57 million, or 15%(1) Underlying noninterest income before Acquisitions(1) up $31 million, or 8%, largely reflecting record capital markets and FX & IRP revenues Underlying noninterest expense up $49 million, or 6%(1) Underlying noninterest expense before Acquisitions(1) up $16 million, or 2% Positive operating leverage of 3.2% on an Underlying basis and 5.0% on a Underlying basis before Acquisitions(1) See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19. YoY Underlying before Acquisitions(1) á 7% á 8% á 6% 5.0% operating leverage á 2 %

Highlights Net interest income Linked quarter: NII down modestly, reflecting 1.5% average loan growth and stable NIM, partially offset by a $20 million decrease tied to day count FTE basis NIM of 3.25% was stable Reflects higher loan yields, including the benefit of higher short-term interest rates and balance sheet optimization and the benefit of day count, offset by increased deposit costs given higher short-term rates as well as an increase in securities premium amortization given lower long-term rates Prior-year quarter: NII up $69 million, or 6% Reflects 6% growth in average loans and a 4 bp improvement in NIM, partially offset by shrinkage in the securities portfolio 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 funding costs and the impact of lower long-term rates on securities premium amortization Includes benefit from Balance Sheet Optimization “BSO” initiatives, which largely offset the impact of DDA migration and other deposit mix items Net interest income $s in millions, except earning assets Average interest-earning assets Net interest income Net interest margin, FTE

Underlying noninterest income(1) Highlights Linked quarter: Underlying noninterest income was up $2 million. Excluding Acquisitions, noninterest income increased $9 million, or 2%, despite seasonality(1) Record capital markets fees of $54 million were up $9 million, or 20%, driven by an increase in bond underwriting activity Service charges and fees lower by $8 million, or 6%, reflecting seasonality Mortgage banking fees before the impact of Acquisitions were higher by $2 million, or 9%; Franklin American fees were down by $14 million, reflecting the impact of lower rates on MSR valuations Higher other income reflects asset dispositions tied to balance sheet optimization and efficiency initiatives. These gains, along with securities gains, helped offset the $11 million reduction in MSR valuations largely given lower rates Prior-year quarter Underlying noninterest income up 15%; before Acquisitions(1) up 8% Record capital market fees were up $15 million, or 38%, reflecting strength in loan syndications and M&A and advisory fees and bond underwriting fees Record FX & IRP fees were up $9 million, or 33%, reflecting the benefit of investments to broaden and enhance our capabilities Letter of credit and loan fees up $3 million, or 10% Mortgage banking fees up $18 million, or 72%, driven by the impact of the FAMC acquisition; Underlying mortgage banking fees before Acquisitions(1) were relatively stable Other income up $8 million tied to BSO-related actions See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19. See page 20 for noninterest income reported results detail. $s in millions

$s in millions Underlying noninterest expense(1) Highlights Linked quarter: Underlying noninterest expense was up $26 million, or 3% Underlying salaries and employee benefits increased $31 million, or 6%, given an increase tied to seasonally higher payroll taxes, 401(k) matching and stock-based compensation costs Underlying occupancy expense up $7 million, or 9% Underlying outside services down $10 million, or 9%, from a seasonally higher fourth-quarter level Prior-year quarter: On an Underlying basis, noninterest expense was up 6%. Excluding the impact of Acquisitions,(1) noninterest expense was up $16 million, or 2%, reflecting continued expense discipline as well as ongoing investments in growth initiatives On an Underlying basis before the impact of Acquisitions,(1) salaries and benefits up $19 million, or 4%, reflecting the impact of strategic growth initiatives Equipment and software expense up $12 million, or 11%, reflecting growth initiatives Other operating expense decreased by $10 million, or 8%, largely tied to a reduction in FDIC insurance See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19. See page 20 for noninterest expense reported results detail and page 3 for efficiency ratio reported results. Underlying efficiency ratio(1)

Average loans and leases Highlights YoY Loan Growth á 6% á 3% á 10% Total core Total core retail Total core commercial Total core commercial loans and leases Total core retail loans (2) Linked quarter: Average core loans and leases up $1.8 billion, or 1.6% Core commercial loans up $1.4 billion, or 3%, with growth in C&I and commercial real estate, reflecting geographic and industry verticals expansion strategies, partially offset by planned reductions in commercial leases Core retail up $409 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 13 bps, given the impact of continued mix shift towards higher-returning categories, and pricing discipline, as well as the benefit of higher short-term rates Prior-year quarter: Average core loans and leases up $6.9 billion, or 6% Core commercial up $5.2 billion, or 10%, 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 58 bps, reflecting the continued mix shift toward higher-returning categories and the benefit of higher short-term rates See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

Linked quarter: Total average deposits up $2.6 billion, or 2% Largely reflects growth in term, savings and checking with interest, partially offset by a reduction in demand deposits and money market accounts Citizens Access® raised ~$4.6 billion through quarter end with an average balance of $3.9 billion, up $1.9 billion over the quarter Total deposit costs were up 14 bps to 0.97%, reflecting higher rates and a shift in deposit mix, along with faster growth to manage down the LDR. Cost of interest bearing deposits increased 16 bps Total cost of funds increased 13 bps, which reflects a reduction in total borrowings that partially offset the impact of higher rates Prior-year quarter: Average total deposits up $7.0 billion, or 6% Reflects strength in term, savings, and checking with interest and relatively stable DDA, partially offset by lower money market accounts Total deposit costs increased 45 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 48 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

Strong credit-quality trends continue $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 relatively stable risk profile in commercial NPLs to total loans and leases ratio of 0.66% improved from 0.68% in 4Q18 and 0.78% in 1Q18 NPLs of $780 million decreased 2% from 4Q18 and 10% from 1Q18; commercial NPLs down 23% and retail down 4% YoY Net charge-offs were up modestly by $4 million QoQ; As an increase in CRE from low 4Q18 levels that reflected higher recoveries was largely offset by a decrease in the retail real-estate secured portfolios Provision for credit losses of $85 million was relatively stable with 4Q18 and 1Q18 levels Allowance to total loans and leases of 1.06% remained relatively stable Allowance to NPL coverage ratio improved to 160% from 156% in 4Q18 and 144% in 1Q18 See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

Capital levels remain at the higher end of the range for regional peers 1Q19 CET1 ratio of 10.5% down 11 bps compared with 4Q18 driven by capital actions, acquisitions and RWA growth(1) LDR of 94.9% compares with 97.6% in 4Q18 Fully compliant with LCR(2) 2018 CCAR plan reflects further commitment towards prudent return of capital During 1Q19, repurchased 5.8 million shares of common stock at a weighted-average price of $34.34, and, including common dividends, returned $349 million to shareholders During 1Q19, issued $300 million of preferred stock Capital and liquidity remain strong Highlights Capital Ratio trend(1) Loan-to-deposit ratio(3) See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

1Q19 Strategic initiatives update Balance Sheet Optimization Grow more attractive risk-adjusted return portfolios NIM up 4 bps YoY with benefit driven by BSO efforts, largely offset by impact of DDA migration and other deposit mix items Core education, personal unsecured and merchant financing up 17% YoY; average retail non-core loans down 24% YoY Industry Verticals loans up 18% YoY; asset finance and franchise finance loans down 8% and 7% YoY, respectively Reposition select portfolios Optimizing auto and leasing portfolios – both down 7% YoY; core yields up 57 bps and 26 bps YoY, respectively Optimize deposit mix Targeting increased DDA and lower-cost deposits; average Consumer DDA balances up 3% YoY before Acquisitions(1) Fee growth Consumer Enhance Mortgage platform 1Q19 conforming mix improved to 81% from 45% in 1Q18; accelerating cost savings initiatives Expand Wealth Managed money revenue up 4% and financial advisors up 5% YoY Commercial Expand Capital & Global Market capabilities FX and interest rate products revenue up 33% YoY; Capital Markets up 38% YoY, reflecting our stronger market position with a more integrated Western Reserve Partners platform Build out Treasury Solutions Piloting accessOPTIMA™, a new real-time treasury management platform to manage cash flow Foundational TOP V program efficiency & revenue initiatives estimated annualized pre-tax benefit by end of 2019 increased by $5 million to ~$95-$105 million Leveraging APIs, cloud, advanced analytics and Lean and Agile principles; exploring opportunities for deployment of AI, machine learning and robotics technologies and more efficient operating models Capital Continue capital normalization — Returned $349 million to common shareholders in 1Q19, including dividends and share repurchases, declared quarterly dividend of $0.32, up 45% from year-ago quarter Strategic & business highlights Group Citizens ranked in the top 30% of Forbes 2019 list of America’s Best Employers for Diversity Consumer Launched new digital mortgage application and home buying platforms Several new merchant financing partnerships agreed and expected to be announced in 2Q19 Opened new Banking and Wealth Center in downtown Boston Continued progress with Citizens Access®; $4.6 billion raised Commercial Acquired Bowstring Advisors, adding expertise in healthcare, technology and business services; more than doubles our M&A advisory business to ~60 professionals Treasury Management broadened capabilities with launch of Real Time Payments and expansion of international payment capabilities Southeast expansion strategy continues to drive strong client acquisition and commercial loan growth See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

2Q19 outlook Net interest income, net interest margin Noninterest expense Credit trends, tax rate 2Q19 Underlying outlook (includes the impact of acquisitions and excludes expected notable items) Capital Noninterest income $932 million $85 million provision expense 22.4% effective tax rate 1Q19 Underlying results(1) 10.5% CET1 ratio $428 million $117.6 billion average loans 3.25% NIM Flat to up 1% Provision expense $95-$105 million Tax rate broadly stable Broadly stable Up mid-single digits Average loans up ~0.5% NIM stable to down slightly in 2Q19; gradual rise in 2H19 See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.  Broadly reaffirm full-year outlook

Key messages Citizens 1Q19 results highlight disciplined execution and continued momentum Delivered EPS growth of 18% YoY, 19% on Underlying basis(1) 13.0% ROTCE, 13.1% on Underlying basis(1) 59.0% efficiency ratio, 58.7% on Underlying basis(1) Operating leverage of 2.6% YoY, 5.0% on Underlying basis before Acquisitions(1) Continuing to execute well on TOP programs Capital and credit position remains robust 10.5% CET1 ratio permits strong loan growth and attractive returns to shareholders(2) Credit quality remains excellent Remain focused on growing more attractive risk-adjusted return portfolios and controlling deposit costs Good progress across the board in delivering strategic initiatives Seeing good momentum in newly launched and acquired businesses including Citizens Access® and Clarfeld Financial Advisors; further built out M&A advisory capabilities through the acquisition of Bowstring Advisors In Consumer, continuing to focus on data analytics, digital strategy, deepening relationships with target segments, positioning our distribution for the future, and delivering on customer journeys and simple experiences In Commercial, continuing to focus on adding and scaling new products, capabilities, and technology platforms, enhancing coverage intensity, delivering in an efficient and client-centric manner, and optimizing the balance sheet and driving fee income Continue to compete effectively against money center banks and regional peers Record fees in Capital Markets and FX/IRP; continue to grow mass affluent/affluent consumer households Focusing on strategic cost transformation program that will ensure continued operating leverage while improving capabilities and providing funding for further strategic growth investments See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19.

Appendix

Making consistent progress against our financial targets Adjusted/ Underlying efficiency ratio(1) ~14 – 16% 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) Jan 2019 Medium-term targets ~54% ~10% See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19. 13.8%

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 Period-end loans $s in billions Period-end deposits $s in billions á 6% á 7% á 13% Underlying results (1) á 9 bps á 141 bps $0.93 á 19% á 12% $0.78 $0.92 See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 19. $381 Reported results

Notable Items(1) Several items have been excluded from reported results to better reflect Underlying operating results.(1) First quarter 2019 and third and fourth quarter 2018 results reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company (“FAMC”) acquisition which have been excluded from reported results to better reflect Underlying operating results.(1) Cumulative after-tax integration costs related to FAMC were $21 million through the end of first quarter 2019. Total estimated after-tax FAMC integration costs are expected to be in the $30-$45 million range, with completion targeted by year-end 2019. Subsequent to the closing of the FAMC acquisition, the Company revised its estimate of the related total goodwill and gross intangibles to $67 million which is $28 million lower than the initial estimate. Additionally, fourth quarter 2018 reported results included 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. First quarter 2018 results included no notable items. See page 29 for notes and important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, including “Underlying” results. “Underlying” results exclude the impact of notable items as described above.

Reported noninterest income and noninterest expense summary $s in millions

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

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

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

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

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

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

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

Key performance metrics, Non-GAAP financial measures and reconciliations – Underlying excluding Acquisitions 28 $s in millions, except share, per share and ratio data

Notes Notes on Key Performance Metrics and Non-GAAP Financial Measures See important information on Key Performance Metrics and Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” or “Adjusted” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. References to “Underlying results before the impact of Acquisitions” exclude the impact acquisitions that occurred after second quarter 2018 and notable items, as applicable. 1Q19 after-tax notable items include the $4 million after-tax impact of notable items primarily tied to the integration of FAMC. 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. General Notes References to net interest margin are on a fully taxable equivalent ("FTE") basis. In 1Q19, Citizens changed its quarterly presentation of net interest income and net interest margin (NIM). Consistent with our understanding of general peer practice, the Company simplified the calculation of its reported NIM to equal net interest income, annualized based on the actual number of days in the period, divided by average total interest earning assets for the period. Under the Company’s prior methodology, NIM was calculated using the difference between the annualized yield on average total interest-earning assets and total interest-bearing liabilities for the period. The Company also began presenting both net interest income and NIM on an FTE basis. Prior periods have been revised consistent with the current presentation. Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation. References to “Underlying results before the impact of Acquisitions” exclude the impact of acquisitions occurring after 2Q18 and notable items, as applicable. Throughout this presentation, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. Select totals may not sum due to rounding. Current period regulatory capital ratios are preliminary. Any mention of EPS refers to diluted EPS. Throughout this release, references to loan growth are on an average basis and exclude loans held for sale unless otherwise noted. Notes on slide 3– GAAP financial Summary See above note on key performance metrics and non-GAAP financial measures See above general note a) In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Loan-to-deposit ratio is period end. Full-time equivalent employees. Notes on slide 4 – Highlights See above note on key performance metrics and non-GAAP financial measures See above general note h) Notes on slide 5 – Underlying financial summary See above note on key performance metrics and non-GAAP financial measures Notes on slide 7 – Underlying noninterest income See above note on key performance metrics and non-GAAP financial measures Notes on slide 8 – Underlying noninterest expense See above note on key performance metrics and non-GAAP financial measures Notes on slide 9 – Average loans and leases See above general note e) Non-core loans are primarily liquidating loan and lease portfolios inconsistent with our strategic priorities, generally as a result of geographic location, industry, product type or risk level and are included in Other. Notes on slide 11 – Strong credit-quality trends continue Allowance for loan and lease losses to nonperforming loans and leases. Notes on slide 12 – Capital and liquidity remain strong Current reporting period regulatory capital ratios are preliminary. Based on the September 2014 release of the U.S. version of the Liquidity Coverage Ratio (LCR). Note that as a modified LCR company, the company’s minimal LCR requirement is 100% as of January 2017. Period-end loan-to-deposit ratio, excluding loans held for sale. Notes on slide 14 – Outlook See above note on key performance metrics and non-GAAP financial measures Notes on slide 15 – Key messages See above note on key performance metrics and non-GAAP financial measures Current reporting period regulatory capital ratios are preliminary. Notes on slide 17 – Making consistent progress against our financial targets See above note on key performance metrics and non-GAAP financial measures Common equity tier 1 ("CET1") capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015. Commencement of separation effort from RBS. Notes on slide 18 – Year-over-Year results See above note on key performance metrics and non-GAAP financial measures

EX-99.3

Exhibit 99.3

Financial Supplement

First Quarter 2019

1

Table of Contents	Page
Consolidated Financial Highlights		3
Consolidated Statements of Operations (unaudited)		5
Consolidated Balance Sheets (unaudited)		6
Loans and Deposits		7
Average Balance Sheets and Annualized Yields		8
Segment Financial Highlights		10
Credit-Related Information:
Nonperforming Assets		16
Charge-offs, Recoveries and Related Ratios		17
Summary of Changes in the Components of the Allowance for Credit Losses		19
Capital and Ratios		20
Key Performance Metrics, Non-GAAP Financial Measures and Reconciliations		21
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
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
SELECTED OPERATING DATA
Total revenue		$1,588		$1,593		$1,564		$1,509		$1,462		($5)		—%		$126		9%
Noninterest expense		937		951		910		875		883		(14)		(1)		54		6
Profit before provision for credit losses		651		642		654		634		579		9		1		72		12
Provision for credit losses		85		85		78		85		78		—		—		7		9
NET INCOME		439		465		443		425		388		(26)		(6)		51		13
Net income, Underlying1		443		474		450		425		388		(31)		(7)		55		14
Net income available to common stockholders		424		450		436		425		381		(26)		(6)		43		11
Net income available to common stockholders, Underlying1		428		459		443		425		381		(31)		(7)		47		12
PER COMMON SHARE DATA
Basic earnings		$0.92		$0.96		$0.92		$0.88		$0.78		($0.04)		(4%)		$0.14		18%
Diluted earnings		0.92		0.96		0.91		0.88		0.78		(0.04)		(4)		0.14		18
Basic earnings, Underlying1		0.93		0.98		0.93		0.88		0.78		(0.05)		(5)		0.15		19
Diluted earnings, Underlying1		0.93		0.98		0.93		0.88		0.78		(0.05)		(5)		0.15		19
Cash dividends declared and paid per common share		0.32		0.27		0.27		0.22		0.22		0.05		19		0.10		45
Book value per common share		44.24		42.87		41.62		41.16		40.64		1.37		3		3.60		9
Tangible book value per common share		29.60		28.73		27.66		27.67		27.24		0.87		3		2.36		9
Dividend payout ratio		35%		28%		29%		25%		28%		700 bps				700 bps
Dividend payout ratio, Underlying1		34		27		29		25		28		700 bps				600 bps
COMMON SHARES OUTSTANDING
Average: Basic		460,713,172		467,338,825		475,957,526		484,744,354		487,500,618		(6,625,653)		(1%)		(26,787,446)		(5%)
Diluted		462,520,680		469,103,134		477,599,917		486,141,695		489,266,826		(6,582,454)		(1)		(26,746,146)		(5)
Common shares at period-end		461,116,723		466,007,984		474,120,616		484,055,194		487,551,444		(4,891,261)		(1)		(26,434,721)		(5)
SHARE PRICE
High		$37.73		$39.69		$41.76		$43.62		$48.23		($1.96)		(5%)		($10.50)		(22%)
Low		29.26		27.62		38.47		38.84		40.80		1.64		6		(11.54)		(28)
Close		32.50		29.73		38.57		38.90		41.98		2.77		9		(9.48)		(23)
Market capitalization		14,986		13,854		18,287		18,830		20,467		1,132		8		(5,481)		(27)
SEGMENT NET INCOME
Consumer Banking		$202		$193		$207		$197		$170		$9		5%		$32		19%
Commercial Banking		227		241		234		237		215		(14)		(6)		12		6
Other		10		31		2		(9)		3		(21)		(68)		7		233
NET INCOME		$439		$465		$443		$425		$388		($26)		(6%)		$51		13%

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
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
FINANCIAL RATIOS
Net interest margin1		3.23%		3.23%		3.20%		3.20%		3.19%		— bps				4 bps
Net interest margin, FTE2		3.25		3.25		3.22		3.22		3.21		— bps				4 bps
Return on average common equity		8.62		9.16		8.82		8.65		7.83		(54) bps				79 bps
Return on average common equity, Underlying3		8.71		9.33		8.96		8.65		7.83		(62) bps				88 bps
Return on average tangible common equity		13.00		13.85		13.29		12.93		11.71		(85) bps				129 bps
Return on average tangible common equity, Underlying3		13.12		14.11		13.50		12.93		11.71		(99) bps				141 bps
Return on average total assets		1.11		1.17		1.13		1.11		1.04		(6) bps				7 bps
Return on average total assets, Underlying3		1.12		1.19		1.15		1.11		1.04		(7) bps				8 bps
Return on average total tangible assets		1.16		1.22		1.18		1.16		1.08		(6) bps				8 bps
Return on average total tangible assets, Underlying3		1.17		1.24		1.20		1.16		1.08		(7) bps				9 bps
Effective income tax rate		22.42		16.45		23.16		22.58		22.52		597 bps				(10) bps
Effective income tax rate, Underlying3		22.44		21.91		23.20		22.58		22.52		53 bps				(8) bps
Efficiency ratio		59.00		59.69		58.20		57.95		60.43		(69) bps				(143) bps
Efficiency ratio, Underlying3		58.67		56.70		57.62		57.95		60.43		197 bps				(176) bps
CAPITAL RATIOS – PERIOD-END (PRELIMINARY)
CET1 capital ratio		10.5%		10.6%		10.8%		11.2%		11.2%
Tier 1 capital ratio		11.3		11.3		11.2		11.6		11.4
Total capital ratio		13.4		13.3		13.4		13.8		13.9
Tier 1 leverage ratio		10.0		10.0		9.9		10.2		10.0
SELECTED BALANCE SHEET DATA (PERIOD-END)
Total assets		$161,342		$160,518		$158,598		$155,431		$153,453		$824		1%		$7,889		5%
Loans and leases:
Commercial		57,689		56,783		55,405		54,888		53,144		906		2		4,545		9
Retail		59,926		59,877		59,315		58,519		58,281		49		—		1,645		3
Total loans and leases		117,615		116,660		114,720		113,407		111,425		955		1		6,190		6
Deposits		123,916		119,575		117,075		117,073		115,730		4,341		4		8,186		7
Long-term borrowed funds4		11,725		15,925		17,133		15,130		14,970		(4,200)		(26)		(3,245)		(22)
Total stockholders’ equity		21,531		20,817		20,276		20,467		20,059		714		3		1,472		7
Loans-to-deposits ratio (period-end balances)5		94.92%		97.56%		97.99%		96.87%		96.28%		(264) bps				(136) bps
Loans-to-deposits ratio (average balances)5		97.70		98.41		97.38		98.01		97.96		(71) bps				(26) bps
Full-time equivalent colleagues		18,078		18,140		18,332		17,699		17,546		(62)		—		532		3

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

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

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

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

⁵  Beginning 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
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$		%		$		%
INTEREST INCOME
Interest and fees on loans and leases		$1,381		$1,347		$1,287		$1,230		$1,146		$34		3%		$235		21%
Interest and fees on loans held for sale		11		14		14		5		4		(3)		(21)		7		175
Interest and fees on other loans held for sale		4		1		2		3		4		3		NM		—		—
Investment securities		166		172		167		165		168		(6)		(3)		(2)		(1)
Interest-bearing deposits in banks		8		8		7		8		6		—		—		2		33
Total interest income		1,570		1,542		1,477		1,411		1,328		28		2		242		18
INTEREST EXPENSE
Deposits		287		245		214		181		145		42		17		142		98
Federal funds purchased and securities sold under agreements to repurchase		2		2		2		1		1		—		—		1		100
Other short-term borrowed funds1		—		2		4		1		2		(2)		(100)		(2)		(100)
Long-term borrowed funds1		121		121		109		107		89		—		—		32		36
Total interest expense		410		370		329		290		237		40		11		173		73
Net interest income		1,160		1,172		1,148		1,121		1,091		(12)		(1)		69		6
NONINTEREST INCOME
Service charges and fees		123		131		131		127		124		(8)		(6)		(1)		(1)
Card fees		59		62		61		60		61		(3)		(5)		(2)		(3)
Capital markets fees		54		45		47		48		39		9		20		15		38
Trust and investment services fees		47		43		45		43		40		4		9		7		18
Mortgage banking fees		43		51		49		27		25		(8)		(16)		18		72
Letter of credit and loan fees		33		34		32		32		30		(1)		(3)		3		10
Foreign exchange and interest rate products		36		34		31		34		27		2		6		9		33
Securities gains, net		8		6		3		2		8		2		33		—		—
Other income		25		15		17		15		17		10		67		8		47
Total noninterest income		428		421		416		388		371		7		2		57		15
TOTAL REVENUE		1,588		1,593		1,564		1,509		1,462		(5)		—		126		9
Provision for credit losses		85		85		78		85		78		—		—		7		9
NONINTEREST EXPENSE
Salaries and employee benefits		509		483		474		453		470		26		5		39		8
Equipment and software expense2		125		124		117		110		113		1		1		12		11
Outside services		110		135		107		106		99		(25)		(19)		11		11
Occupancy		83		92		81		79		81		(9)		(10)		2		2
Other operating expense		110		117		131		127		120		(7)		(6)		(10)		(8)
Total noninterest expense		937		951		910		875		883		(14)		(1)		54		6
Income before income tax expense		566		557		576		549		501		9		2		65		13
Income tax expense		127		92		133		124		113		35		38		14		12
Net income		$439		$465		$443		$425		$388		($26)		(6%)		$51		13%
Net income, Underlying3		$443		$474		$450		$425		$388		($31)		(7%)		$55		14%
Net income available to common stockholders		$424		$450		$436		$425		$381		($26)		(6%)		$43		11%
Net income available to common stockholders, Underlying3		$428		$459		$443		$425		$381		($31)		(7%)		$47		12%

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

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

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

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES	AS OF										MARCH 31, 2019 CHANGE
	Mar 31, 2019		Dec 31, 2018		Sept 30, 2018		June 30, 2018		Mar 31, 2018		Dec 31, 2018				Mar 31, 2018
											$		%		$		%
ASSETS
Cash and due from banks		$923		$1,081		$976		$997		$1,172		($158)		(15%)		($249)		(21%)
Interest-bearing cash and due from banks		1,513		2,993		3,015		2,868		2,687		(1,480)		(49)		(1,174)		(44)
Interest-bearing deposits in banks		167		148		142		114		142		19		13		25		18
Debt securities available for sale, at fair value		21,504		19,895		20,152		20,157		19,958		1,609		8		1,546		8
Debt securities held to maturity		3,345		4,165		4,284		4,417		4,555		(820)		(20)		(1,210)		(27)
Equity securities, at fair value		198		181		175		170		172		17		9		26		15
Equity securities, at cost		604		834		874		769		748		(230)		(28)		(144)		(19)
Loans held for sale, at fair value		1,186		1,219		1,303		521		478		(33)		(3)		708		148
Other loans held for sale		66		101		27		189		322		(35)		(35)		(256)		(80)
Loans and leases		117,615		116,660		114,720		113,407		111,425		955		1		6,190		6
Less: Allowance for loan and lease losses		(1,245)		(1,242)		(1,242)		(1,253)		(1,246)		(3)		—		1		—
Net loans and leases		116,370		115,418		113,478		112,154		110,179		952		1		6,191		6
Derivative assets		465		317		173		224		274		148		47		191		70
Premises and equipment		746		791		753		720		687		(45)		(6)		59		9
Bank-owned life insurance		1,705		1,698		1,687		1,677		1,669		7		—		36		2
Goodwill		7,040		6,923		6,946		6,887		6,887		117		2		153		2
Due from broker		92		—		—		—		84		92		100		8		10
Other assets		5,418		4,754		4,613		3,567		3,439		664		14		1,979		58
TOTAL ASSETS		$161,342		$160,518		$158,598		$155,431		$153,453		$824		1%		$7,889		5%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing		$28,383		$29,458		$29,785		$29,439		$28,437		($1,075)		(4%)		($54)		—%
Interest-bearing		95,533		90,117		87,290		87,634		87,293		5,416		6		8,240		9
Total deposits		123,916		119,575		117,075		117,073		115,730		4,341		4		8,186		7
Federal funds purchased and securities sold under agreements to repurchase1		668		1,156		374		326		315		(488)		(42)		353		112
Other short-term borrowed funds2		11		161		512		10		10		(150)		(93)		1		10
Derivative liabilities		173		292		449		425		331		(119)		(41)		(158)		(48)
Deferred taxes, net		676		573		430		456		475		103		18		201		42
Long-term borrowed funds2		11,725		15,925		17,133		15,130		14,970		(4,200)		(26)		(3,245)		(22)
Due to broker		93		—		381		—		84		93		100		9		11
Other liabilities		2,549		2,019		1,968		1,544		1,479		530		26		1,070		72
TOTAL LIABILITIES		139,811		139,701		138,322		134,964		133,394		110		—		6,417		5
STOCKHOLDERS’ EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented		1,132		840		543		543		247		292		35		885		NM
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		18,847		18,815		18,816		18,806		18,797		32		—		50		—
Retained earnings		5,672		5,385		5,062		4,755		4,437		287		5		1,235		28
Treasury stock, at cost		(3,333)		(3,133)		(2,833)		(2,433)		(2,283)		(200)		(6)		(1,050)		(46)
Accumulated other comprehensive loss		(793)		(1,096)		(1,318)		(1,210)		(1,145)		303		28		352		31
TOTAL STOCKHOLDERS’ EQUITY		21,531		20,817		20,276		20,467		20,059		714		3		1,472		7
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$161,342		$160,518		$158,598		$155,431		$153,453		$824		1%		$7,889		5%
Memo: Total tangible common equity		$13,649		$13,389		$13,117		$13,394		$13,280		$260		2%		$369		3%

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

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

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF										MARCH 31, 2019 CHANGE
	Mar 31, 2019		Dec 31, 2018		Sept 30, 2018		June 30, 2018		Mar 31, 2018		Dec 31, 2018				Mar 31, 2019
											$		%		$		%
LOANS AND LEASES
Commercial		$41,497		$40,857		$39,770		$39,278		$38,277		$640		2%		$3,220		8%
Commercial real estate		13,372		13,023		12,630		12,528		11,775		349		3		1,597		14
Leases		2,820		2,903		3,005		3,082		3,092		(83)		(3)		(272)		(9)
Total commercial loans and leases		57,689		56,783		55,405		54,888		53,144		906		2		4,545		9
Residential mortgages		19,174		18,978		18,493		17,814		17,346		196		1		1,828		11
Home equity loans		1,006		1,073		1,131		1,211		1,298		(67)		(6)		(292)		(22)
Home equity lines of credit		12,394		12,710		12,863		13,014		13,190		(316)		(2)		(796)		(6)
Home equity loans serviced by others1		375		399		429		465		504		(24)		(6)		(129)		(26)
Home equity lines of credit serviced by others1		95		104		114		124		136		(9)		(9)		(41)		(30)
Automobile		11,992		12,106		12,255		12,517		12,794		(114)		(1)		(802)		(6)
Education		9,274		8,900		8,712		8,450		8,324		374		4		950		11
Credit card		1,982		1,991		1,911		1,877		1,808		(9)		—		174		10
Other retail		3,634		3,616		3,407		3,047		2,881		18		—		753		26
Total retail loans		59,926		59,877		59,315		58,519		58,281		49		—		1,645		3
Total loans and leases		$117,615		$116,660		$114,720		$113,407		$111,425		$955		1%		$6,190		6%
Loans held for sale, at fair value		1,186		1,219		1,303		521		478		(33)		(3)		708		148
Other loans held for sale		66		101		27		189		322		(35)		(35)		(256)		(80)
Loans and leases and loans held for sale		$118,867		$117,980		$116,050		$114,117		$112,225		$887		1%		$6,642		6%
DEPOSITS
Demand		$28,383		$29,458		$29,785		$29,439		$28,437		($1,075)		(4%)		($54)		—%
Checking with interest		23,482		23,067		22,323		22,775		21,767		415		2		1,715		8
Regular savings		13,239		12,007		10,523		9,902		9,896		1,232		10		3,343		34
Money market accounts		35,972		35,701		35,613		36,139		38,880		271		1		(2,908)		(7)
Term deposits		22,840		19,342		18,831		18,818		16,750		3,498		18		6,090		36
Total deposits		$123,916		$119,575		$117,075		$117,073		$115,730		$4,341		4%		$8,186		7%

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
AVERAGE BALANCES											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$		%		$		%
ASSETS
Interest-bearing cash and due from banks and deposits in banks		$1,497		$1,467		$1,604		$1,801		$1,442		$30		2%		$55		4%
Taxable investment securities		25,136		25,081		25,225		25,197		25,433		55		—		(297)		(1)
Non-taxable investment securities		5		5		6		6		6		—		—		(1)		(17)
Total investment securities		25,141		25,086		25,231		25,203		25,439		55		—		(298)		(1)
Investment securities and interest-bearing deposits		26,638		26,553		26,835		27,004		26,881		85		—		(243)		(1)
Commercial		41,562		40,472		39,592		39,399		37,960		1,090		3		3,602		9
Commercial real estate		13,272		12,900		12,656		12,071		11,549		372		3		1,723		15
Leases		2,873		2,938		3,028		3,073		3,114		(65)		(2)		(241)		(8)
Total commercial loans and leases		57,707		56,310		55,276		54,543		52,623		1,397		2		5,084		10
Residential mortgages		19,094		18,713		18,147		17,488		17,162		381		2		1,932		11
Home equity loans		1,039		1,101		1,168		1,252		1,342		(62)		(6)		(303)		(23)
Home equity lines of credit		12,552		12,790		12,925		13,112		13,353		(238)		(2)		(801)		(6)
Home equity loans serviced by others		385		411		444		480		520		(26)		(6)		(135)		(26)
Home equity lines of credit serviced by others		99		108		118		130		142		(9)		(8)		(43)		(30)
Automobile		12,070		12,179		12,379		12,657		13,015		(109)		(1)		(945)		(7)
Education		9,069		8,801		8,481		8,374		8,283		268		3		786		9
Credit cards		1,998		1,973		1,909		1,854		1,828		25		1		170		9
Other retail		3,636		3,507		3,124		2,966		2,847		129		4		789		28
Total retail loans		59,942		59,583		58,695		58,313		58,492		359		1		1,450		2
Total loans and leases		117,649		115,893		113,971		112,856		111,115		1,756		2		6,534		6
Loans held for sale, at fair value		1,035		1,245		1,228		470		420		(210)		(17)		615		146
Other loans held for sale		191		79		129		195		255		112		142		(64)		(25)
Total interest-earning assets		145,513		143,770		142,163		140,525		138,671		1,743		1		6,842		5
Allowance for loan and lease losses		(1,243)		(1,241)		(1,255)		(1,246)		(1,236)		(2)		—		(7)		(1)
Goodwill		7,018		6,946		6,926		6,887		6,887		72		1		131		2
Other noninterest-earning assets		9,127		8,257		7,790		7,087		7,201		870		11		1,926		27
TOTAL ASSETS		$160,415		$157,732		$155,624		$153,253		$151,523		$2,683		2%		$8,892		6%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Checking with interest		$22,987		$21,792		$21,780		$22,185		$21,665		$1,195		5%		$1,322		6%
Money market accounts		35,209		35,929		36,593		36,396		37,084		(720)		(2)		(1,875)		(5)
Regular savings		12,626		11,220		10,198		9,889		9,627		1,406		13		2,999		31
Term deposits		21,127		19,000		18,764		17,838		16,503		2,127		11		4,624		28
Total interest-bearing deposits		91,949		87,941		87,335		86,308		84,879		4,008		5		7,070		8
Federal funds purchased and securities sold under agreements to repurchase1		640		821		643		504		645		(181)		(22)		(5)		(1)
Other short-term borrowed funds2		58		341		748		191		588		(283)		(83)		(530)		(90)
Long-term borrowed funds2		14,736		15,573		14,284		14,880		14,442		(837)		(5)		294		2
Total borrowed funds		15,434		16,735		15,675		15,575		15,675		(1,301)		(8)		(241)		(2)
Total interest-bearing liabilities		107,383		104,676		103,010		101,883		100,554		2,707		3		6,829		7
Total demand deposits		28,465		29,824		29,703		28,834		28,544		(1,359)		(5)		(79)		—
Other liabilities		3,584		2,948		2,769		2,433		2,446		636		22		1,138		47
TOTAL LIABILITIES		139,432		137,448		135,482		133,150		131,544		1,984		1		7,888		6
STOCKHOLDERS’ EQUITY		20,983		20,284		20,142		20,103		19,979		699		3		1,004		5
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$160,415		$157,732		$155,624		$153,253		$151,523		$2,683		2%		$8,892		6%
Memo: Total loans and leases, including loans held for sale		$118,875		$117,217		$115,328		$113,521		$111,790		$1,658		1%		$7,085		6%
Total deposits (interest-bearing and demand)		$120,414		$117,765		$117,038		$115,142		$113,423		$2,649		2%		$6,991		6%
Total average tangible common equity		$13,233		$12,907		$13,011		$13,200		$13,198		$326		3%		$35		—%

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

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

8

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS, CONTINUED

(in millions, except rates)

AVERAGE ANNUALIZED YIELDS AND RATES	QUARTERLY TRENDS
	1Q19				4Q18				3Q18				2Q18				1Q18
	Rate		Income/ Expense		Rate		Income/ Expense		Rate		Income/ Expense		Rate		Income/ Expense		Rate		Income/ Expense
INTEREST-EARNING ASSETS
Interest-bearing deposits in banks		2.19%		$8		2.05%		$8		1.85%		$7		1.77%		$8		1.61%		$6
Taxable investment securities		2.64		166		2.73		172		2.65		167		2.62		165		2.64		168
Non-taxable investment securities		2.60		—		2.60		—		2.60		—		2.60		—		2.60		—
Total investment securities		2.64		166		2.73		172		2.65		167		2.62		165		2.64		168
Investment securities and interest-bearing deposits				174				180				174				173				174
Commercial		4.43		460		4.25		440		4.14		419		4.07		405		3.77		357
Commercial real estate		4.98		165		4.77		157		4.56		147		4.39		134		4.11		119
Leases		2.85		21		2.81		20		2.74		21		2.69		21		2.61		20
Total commercial loans and leases		4.48		646		4.30		617		4.16		587		4.06		560		3.77		496
Residential mortgages		3.67		175		3.67		171		3.62		164		3.57		156		3.56		153
Home equity loans		6.05		16		6.09		17		5.93		18		5.91		18		5.76		19
Home equity lines of credit		5.13		159		4.91		158		4.66		152		4.40		144		4.20		138
Home equity loans serviced by others		7.75		7		7.48		8		7.45		8		7.23		9		7.31		9
Home equity lines of credit serviced by others		4.97		1		4.56		1		4.89		2		3.62		1		3.98		1
Automobile		4.04		120		3.90		119		3.74		117		3.60		113		3.47		112
Education		5.99		134		5.87		130		5.78		124		5.71		119		5.58		114
Credit cards		10.76		53		10.51		52		10.77		52		10.74		50		10.70		48
Other retail		7.83		70		8.17		74		8.10		63		8.10		60		7.97		56
Total retail loans		4.96		735		4.87		730		4.73		700		4.61		670		4.49		650
Total loans and leases		4.72		1,381		4.59		1,347		4.46		1,287		4.34		1,230		4.15		1,146
Loans held for sale, at fair value		4.35		11		4.59		14		4.49		14		4.15		5		3.84		4
Other loans held for sale		7.03		4		5.13		1		6.44		2		6.38		3		6.21		4
Total interest-earning assets		4.34		1,570		4.24		1,542		4.11		1,477		4.00		1,411		3.85		1,328
INTEREST-BEARING LIABILITIES
Checking with interest		0.91		52		0.75		42		0.67		36		0.61		34		0.48		26
Money market accounts		1.26		110		1.14		104		1.03		95		0.87		79		0.71		65
Regular savings		0.56		17		0.35		10		0.12		3		0.05		1		0.05		1
Term deposits		2.08		108		1.88		89		1.68		80		1.50		67		1.30		53
Total interest-bearing deposits		1.27		287		1.10		245		0.98		214		0.84		181		0.69		145
Federal funds purchased and securities sold under agreements to repurchase1		1.24		2		1.27		2		0.93		2		0.73		1		0.68		1
Other short-term borrowed funds2		2.75		—		2.58		2		2.27		4		1.90		1		1.67		2
Long-term borrowed funds2		3.27		121		3.07		121		3.01		109		2.86		107		2.46		89
Total borrowed funds		3.18		123		2.98		125		2.90		115		2.78		109		2.36		92
Total interest-bearing liabilities		1.54		410		1.40		370		1.27		329		1.14		290		0.95		237
INTEREST RATE SPREAD		2.80				2.84				2.84				2.87				2.90
NET INTEREST MARGIN AND NET INTEREST INCOME3		3.23%		$1,160		3.23%		$1,172		3.20%		$1,148		3.20%		$1,121		3.19%		$1,091
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE4		3.25%		$1,166		3.25%		$1,177		3.22%		$1,154		3.22%		$1,127		3.21%		$1,096
Memo: Total deposit costs		0.97%		$287		0.82%		$245		0.73%		$214		0.63%		$181		0.52%		$145

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

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

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

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

9

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING

(in millions, except ratio data)

	FIRST QUARTER 2019								FOURTH QUARTER 2018								CHANGE
																	1Q19 from 4Q18
	Consumer   Banking		Commercial   Banking		Other1		Consolidated		Consumer   Banking		Commercial   Banking		Other1		Consolidated		$/bps		%
Net interest income		$788		$372		$—		$1,160		$796		$384		($8)		$1,172		($12)		(1%)
Noninterest income		247		150		31		428		265		140		16		421		7		2
Total revenue		1,035		522		31		1,588		1,061		524		8		1,593		(5)		—
Noninterest expense		700		209		28		937		723		203		25		951		(14)		(1)
Profit (loss) before provision for credit losses		335		313		3		651		338		321		(17)		642		9		1
Provision for credit losses		67		21		(3)		85		80		7		(2)		85		—		—
Income (loss) before income tax expense (benefit)		268		292		6		566		258		314		(15)		557		9		2
Income tax expense (benefit)		66		65		(4)		127		65		73		(46)		92		35		38
Net income		$202		$227		$10		$439		$193		$241		$31		$465		($26)		(6%)
AVERAGE BALANCES
Total assets		$65,007		$55,630		$39,778		$160,415		$64,187		$53,970		$39,575		$157,732		$2,683		2%
Total loans and leases2		62,163		54,436		2,276		118,875		61,920		52,963		2,334		117,217		1,658		1
Deposits		82,569		29,823		8,022		120,414		79,174		30,608		7,983		117,765		2,649		2
Interest-earning assets		62,216		54,724		28,573		145,513		61,975		53,221		28,574		143,770		1,743		1
KEY METRICS
Net interest margin3		5.14%		2.76%		NM		3.23%		5.09%		2.86%		NM		3.23%		—  bps
Efficiency ratio		67.62		40.11		NM		59.00		68.22		38.73		NM		59.69		(69) bps
Loans-to-deposits ratio (period-end balances)		71.17		180.53		NM		94.92		76.02		172.27		NM		97.56		(264) bps
Loans-to-deposits ratio (average balances)		74.27		181.23		NM		97.70		76.91		172.07		NM		98.41		(71) bps
Return on average total tangible assets		1.26		1.66		NM		1.16		1.19		1.78		NM		1.22		(6) bps

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

²  Includes loans held for sale.

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

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(in millions, except ratio data)

	FIRST QUARTER 2019								FIRST QUARTER 2018								CHANGE
																	1Q19 from 1Q18
	Consumer   Banking		Commercial   Banking		Other1		Consolidated		Consumer   Banking		Commercial   Banking		Other1		Consolidated		$/bps		%
Net interest income		$788		$372		$—		$1,160		$733		$357		$1		$1,091		$69		6%
Noninterest income		247		150		31		428		222		125		24		371		57		15
Total revenue		1,035		522		31		1,588		955		482		25		1,462		126		9
Noninterest expense		700		209		28		937		656		208		19		883		54		6
Profit before provision for credit losses		335		313		3		651		299		274		6		579		72		12
Provision for credit losses		67		21		(3)		85		72		(4)		10		78		7		9
Income (loss) before income tax expense (benefit)		268		292		6		566		227		278		(4)		501		65		13
Income tax expense (benefit)		66		65		(4)		127		57		63		(7)		113		14		12
Net income		$202		$227		$10		$439		$170		$215		$3		$388		$51		13%
AVERAGE BALANCES
Total assets		$65,007		$55,630		$39,778		$160,415		$61,348		$50,393		$39,782		$151,523		$8,892		6%
Total loans and leases2		62,163		54,436		2,276		118,875		59,942		49,285		2,563		111,790		7,085		6
Deposits		82,569		29,823		8,022		120,414		75,416		30,766		7,241		113,423		6,991		6
Interest-earning assets		62,216		54,724		28,573		145,513		59,994		49,479		29,198		138,671		6,842		5
KEY METRICS
Net interest margin3		5.14%		2.76%		NM		3.23%		4.96%		2.93%		NM		3.19%		4  bps
Efficiency ratio		67.62		40.11		NM		59.00		68.72		43.07		NM		60.43		(143) bps
Loans-to-deposits ratio (period-end balances)4		71.17		180.53		NM		94.92		76.43		160.16		NM		96.28		(136) bps
Loans-to-deposits ratio (average balances)4		74.27		181.23		NM		97.70		79.14		158.84		NM		97.96		(26) bps
Return on average total tangible assets		1.26		1.66		NM		1.16		1.12		1.73		NM		1.08		8  bps

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

²  Includes loans held for sale.

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

⁴  Beginning 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 - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS
CONSUMER BANKING											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
Net interest income		$788		$796		$776		$759		$733		($8)		(1%)		$55		8%
Noninterest income		247		265		258		228		222		(18)		(7)		25		11
Total revenue		1,035		1,061		1,034		987		955		(26)		(2)		80		8
Noninterest expense		700		723		686		658		656		(23)		(3)		44		7
Profit before provision for credit losses		335		338		348		329		299		(3)		(1)		36		12
Provision for credit losses		67		80		71		66		72		(13)		(16)		(5)		(7)
Income before income tax expense		268		258		277		263		227		10		4		41		18
Income tax expense		66		65		70		66		57		1		2		9		16
Net income		$202		$193		$207		$197		$170		$9		5%		$32		19%
AVERAGE BALANCES
Total assets		$65,007		$64,187		$62,974		$61,232		$61,348		$820		1%		$3,659		6%
Total loans and leases1		62,163		61,920		61,045		59,830		59,942		243		—		2,221		4
Deposits		82,569		79,174		78,128		77,402		75,416		3,395		4		7,153		9
Interest-earning assets		62,216		61,975		61,097		59,880		59,994		241		—		2,222		4
KEY METRICS
Net interest margin		5.14%		5.09%		5.04%		5.08%		4.96%		5  bps				18  bps
Efficiency ratio		67.62		68.22		66.29		66.68		68.72		(60) bps				(110) bps
Loans-to-deposits ratio (period-end balances)2		71.17		76.02		77.15		76.56		76.43		(485) bps				(526) bps
Loans-to-deposits ratio (average balances)2		74.27		76.91		76.79		76.92		79.14		(264) bps				(487) bps
Return on average total tangible assets		1.26		1.19		1.31		1.29		1.12		7  bps				14  bps

¹ Includes loans held for sale.

²  Beginning 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, CONTINUED

(in millions, except ratio data)

	QUARTERLY TRENDS
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
MORTGAGE BANKING FEES1
Production revenue		$31		$28		$31		$18		$15		$3		11%		$16		107%
Mortgage servicing revenue		14		21		16		9		7		(7)		(33)		7		100
MSR valuation changes, net of hedge impact		(2)		2		2		—		3		(4)		NM		(5)		NM
Total mortgage banking fees		$43		$51		$49		$27		$25		($8)		(16%)		$18		72%
Gain on sale of secondary originations1		1.28%		0.82%		0.96%		2.24%		2.17%		46  bps				(89) bps
RESIDENTIAL REAL ESTATE ORIGINATIONS1
Retail		$1,313		$1,693		$1,939		$1,729		$1,367		($380)		(22%)		($54)		(4%)
Third Party		2,260		2,880		2,178		—		—		(620)		(22)		2,260		100
Total		$3,573		$4,573		$4,117		$1,729		$1,367		($1,000)		(22%)		$2,206		161%
Originated for sale		81%		80%		74%		42%		45%		100  bps				3,600  bps
Originated for investment		19		20		26		58		55		(100) bps				(3,600) bps
Total		100%		100%		100%		100%		100%
MORTGAGE SERVICING INFORMATION (UPB)1
Loans serviced for others		$70,847		$69,593		$67,520		$21,589		$20,248		$1,254		2%		$50,599		250%
Owned loans serviced		18,437		18,298		17,709		16,553		15,963		139		1		2,474		15
Total		$89,284		$87,891		$85,229		$38,142		$36,211		$1,393		2%		$53,073		147%
MSR CARRYING VALUE1
MSR at fair value		$563		$600		$612		$—		$—		($37)		(6%)		$563		100%
MSR at lower of cost or market		212		221		219		217		201		(9)		(4)		11		5
Total		$775		$821		$831		$217		$201		($46)		(6%)		$574		NM

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

13

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS
COMMERCIAL BANKING											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
Net interest income		$372		$384		$380		$376		$357		($12)		(3%)		$15		4%
Noninterest income		150		140		140		140		125		10		7		25		20
Total revenue		522		524		520		516		482		(2)		—		40		8
Noninterest expense		209		203		202		200		208		6		3		1		—
Profit before provision for credit losses		313		321		318		316		274		(8)		(2)		39		14
Provision for credit losses		21		7		14		9		(4)		14		200		25		NM
Income before income tax expense		292		314		304		307		278		(22)		(7)		14		5
Income tax expense		65		73		70		70		63		(8)		(11)		2		3
Net income		$227		$241		$234		$237		$215		($14)		(6%)		$12		6%
AVERAGE BALANCES
Total assets		$55,630		$53,970		$52,871		$52,170		$50,393		$1,660		3%		$5,237		10%
Total loans and leases1		54,436		52,963		51,881		51,202		49,285		1,473		3		5,151		10
Deposits		29,823		30,608		31,224		30,214		30,766		(785)		(3)		(943)		(3)
Interest-earning assets		54,724		53,221		52,137		51,404		49,479		1,503		3		5,245		11
KEY METRICS
Net interest margin		2.76%		2.86%		2.89%		2.93%		2.93%		(10) bps				(17) bps
Efficiency ratio		40.11		38.73		38.83		38.80		43.07		138  bps				(296) bps
Loans-to-deposits ratio (period-end balances)2		180.53		172.27		169.64		167.02		160.16		826  bps				2,037  bps
Loans-to-deposits ratio (average balances)2		181.23		172.07		165.17		168.23		158.84		916  bps				2,239  bps
Return on average total tangible assets		1.66		1.78		1.75		1.82		1.73		(12) bps				(7) bps

¹  Includes loans held for sale.

²  Beginning 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.

14

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS
OTHER1											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$		%		$		%
Net interest income		$—		($8)		($8)		($14)		$1		$8		100%		($1)		(100%)
Noninterest income		31		16		18		20		24		15		94		7		29
Total revenue		31		8		10		6		25		23		NM		6		24
Noninterest expense		28		25		22		17		19		3		12		9		47
Profit (loss) before provision for credit losses		3		(17)		(12)		(11)		6		20		NM		(3)		(50)
Provision for credit losses		(3)		(2)		(7)		10		10		(1)		(50)		(13)		NM
Income (loss) before income tax benefit		6		(15)		(5)		(21)		(4)		21		NM		10		NM
Income tax benefit		(4)		(46)		(7)		(12)		(7)		42		91		3		43
Net income (loss)		$10		$31		$2		($9)		$3		($21)		(68%)		$7		233%
AVERAGE BALANCES
Total assets		$39,778		$39,575		$39,779		$39,851		$39,782		$203		1%		($4)		—%
Total loans and leases2		2,276		2,334		2,402		2,489		2,563		(58)		(2)		(287)		(11)
Deposits		8,022		7,983		7,686		7,526		7,241		39		—		781		11
Interest-earning assets		28,573		28,574		28,929		29,241		29,198		(1)		—		(625)		(2)

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.

15

CREDIT-RELATED INFORMATION

(in millions, except ratio data)

	AS OF										MARCH 31, 2019 CHANGE
	Mar 31, 2019		Dec 31, 2018		Sept 30, 2018		June 30, 2018		Mar 31, 2018		Dec 31, 2018				Mar 31, 2018
											$		%		$		%
NONPERFORMING ASSETS
Commercial		$208		$194		$228		$249		$244		$14		7%		($36)		(15%)
Commercial real estate		4		7		30		31		30		(3)		(43)		(26)		(87)
Leases		—		—		—		—		—		—		—		—		—
Total commercial loans and leases		212		201		258		280		274		11		5		(62)		(23)
Residential mortgages		138		136		136		119		128		2		1		10		8
Home equity loans		42		50		53		59		66		(8)		(16)		(24)		(36)
Home equity lines of credit		217		231		221		225		235		(14)		(6)		(18)		(8)
Home equity loans serviced by others		15		17		19		19		23		(2)		(12)		(8)		(35)
Home equity lines of credit serviced by others		14		15		16		17		17		(1)		(7)		(3)		(18)
Automobile		70		81		67		62		60		(11)		(14)		10		17
Education		43		38		38		40		41		5		13		2		5
Credit card		22		20		17		17		18		2		10		4		22
Other retail		7		8		7		7		6		(1)		(13)		1		17
Total retail loans		568		596		574		565		594		(28)		(5)		(26)		(4)
Nonperforming loans and leases		780		797		832		845		868		(17)		(2)		(88)		(10)
Other nonperforming assets – Retail		34		34		31		29		34		—		—		—		—
Nonperforming assets		$814		$831		$863		$874		$902		($17)		(2%)		($88)		(10%)
NONPERFORMING ASSETS BY PRODUCT
Commercial		$212		$201		$258		$280		$274		$11		5%		($62)		(23%)
Retail		602		630		605		594		628		(28)		(4)		(26)		(4)
Total nonperforming assets		$814		$831		$863		$874		$902		($17)		(2%)		($88)		(10%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		1.06%		1.06%		1.08%		1.10%		1.12%		—  bps				(6) bps
Allowance for loan and lease losses to nonperforming loans and leases		159.68		155.99		149.29		148.20		143.60		369  bps				NM
Nonperforming loans and leases to loans and leases		0.66		0.68		0.73		0.75		0.78		(2) bps				(12) bps
Nonperforming assets to total assets		0.50		0.52		0.54		0.56		0.59		(2) bps				(9) bps

16

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$		%		$		%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial		$3		$17		$14		$14		$3		($14)		(82%)		$—		—%
Commercial real estate		20		—		4		—		—		20		100		20		100
Leases		3		—		—		—		—		3		100		3		100
Total commercial loans and leases		26		17		18		14		3		9		53		23		NM
Residential mortgages		2		2		2		2		2		—		—		—		—
Home equity loans		1		1		1		1		3		—		—		(2)		(67)
Home equity lines of credit		5		6		6		7		7		(1)		(17)		(2)		(29)
Home equity loans serviced by others		1		3		1		2		3		(2)		(67)		(2)		(67)
Home equity lines of credit serviced by others		—		1		1		1		1		(1)		(100)		(1)		(100)
Automobile		38		37		39		36		46		1		3		(8)		(17)
Education		16		17		17		19		15		(1)		(6)		1		7
Credit card		19		17		17		18		16		2		12		3		19
Other retail		30		30		25		20		20		—		—		10		50
Total retail loans		112		114		109		106		113		(2)		(2)		(1)		(1)
Total gross charge-offs		$138		$131		$127		$120		$116		$7		5%		$22		19%
GROSS RECOVERIES
Commercial		$2		$6		$2		$2		$5		($4)		(67%)		($3)		(60%)
Commercial real estate		—		3		—		—		1		(3)		(100)		(1)		(100)
Leases		—		—		—		—		—		—		—		—		—
Total commercial loans and leases		2		9		2		2		6		(7)		(78)		(4)		(67)
Residential mortgages		5		1		1		1		2		4		NM		3		150
Home equity loans		4		2		2		4		3		2		100		1		33
Home equity lines of credit		9		4		4		4		4		5		125		5		125
Home equity loans serviced by others		3		4		4		3		4		(1)		(25)		(1)		(25)
Home equity lines of credit serviced by others		1		2		2		2		1		(1)		(50)		—		—
Automobile		15		15		16		18		18		—		—		(3)		(17)
Education		4		4		4		4		4		—		—		—		—
Credit card		2		2		2		3		1		—		—		1		100
Other retail		4		3		4		3		3		1		33		1		33
Total retail loans		47		37		39		42		40		10		27		7		18
Total gross recoveries		$49		$46		$41		$44		$46		$3		7%		$3		7%
NET CHARGE-OFFS (RECOVERIES)
Commercial		$1		$11		$12		$12		($2)		($10)		(91%)		$3		NM
Commercial real estate		20		(3)		4		—		(1)		23		NM		21		NM
Leases		3		—		—		—		—		3		100		3		100
Total commercial loans and leases		24		8		16		12		(3)		16		200		27		NM
Residential mortgages		(3)		1		1		1		—		(4)		NM		(3)		(100)
Home equity loans		(3)		(1)		(1)		(3)		—		(2)		(200)		(3)		(100)
Home equity lines of credit		(4)		2		2		3		3		(6)		NM		(7)		NM
Home equity loans serviced by others		(2)		(1)		(3)		(1)		(1)		(1)		(100)		(1)		(100)
Home equity lines of credit serviced by others		(1)		(1)		(1)		(1)		—		—		—		(1)		(100)
Automobile		23		22		23		18		28		1		5		(5)		(18)
Education		12		13		13		15		11		(1)		(8)		1		9
Credit card		17		15		15		15		15		2		13		2		13
Other retail		26		27		21		17		17		(1)		(4)		9		53
Total retail loans		65		77		70		64		73		(12)		(16)		(8)		(11)
Total net charge-offs (recoveries)		$89		$85		$86		$76		$70		$4		5%		$19		27%

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.01%		0.11%		0.13%		0.12%		(0.02%)		(10) bps				3  bps
Commercial real estate		0.62		(0.11)		0.11		—		(0.02)		73  bps				64  bps
Leases		0.42		—		—		—		(0.01)		42  bps				43  bps
Total commercial loans and leases		0.17		0.05		0.12		0.09		(0.02)		12  bps				19  bps
Residential mortgages		(0.07)		0.01		0.02		0.02		—		(8) bps				(7) bps
Home equity loans		(1.32)		(0.21)		(0.50)		(0.71)		0.04		(111) bps				(136) bps
Home equity lines of credit		(0.11)		0.07		0.04		0.10		0.10		(18) bps				(21) bps
Home equity loans serviced by others		(1.70)		(1.45)		(2.03)		(1.53)		(0.62)		(25) bps				(108) bps
Home equity lines of credit serviced by others		(2.52)		(3.87)		(4.97)		(3.33)		0.31		135  bps				(283) bps
Automobile		0.77		0.71		0.76		0.57		0.87		6  bps				(10) bps
Education		0.51		0.59		0.61		0.72		0.53		(8) bps				(2) bps
Credit card		3.33		3.09		3.06		3.36		3.22		24  bps				11  bps
Other retail		2.91		3.07		2.64		2.31		2.40		(16) bps				51  bps
Total retail loans		0.44		0.51		0.47		0.44		0.50		(7) bps				(6) bps
Total loans and leases		0.31%		0.29%		0.30%		0.27%		0.26%		2  bps				5  bps
Memo: Average loans:
Commercial		$41,562		$40,472		$39,592		$39,399		$37,960		$1,090		3%		$3,602		9%
Commercial real estate		13,272		12,900		12,656		12,071		11,549		372		3		1,723		15
Leases		2,873		2,938		3,028		3,073		3,114		(65)		(2)		(241)		(8)
Total commercial loans and leases		57,707		56,310		55,276		54,543		52,623		1,397		2		5,084		10
Residential mortgages		19,094		18,713		18,147		17,488		17,162		381		2		1,932		11
Home equity loans		1,039		1,101		1,168		1,252		1,342		(62)		(6)		(303)		(23)
Home equity lines of credit		12,552		12,790		12,925		13,112		13,353		(238)		(2)		(801)		(6)
Home equity loans serviced by others		385		411		444		480		520		(26)		(6)		(135)		(26)
Home equity lines of credit serviced by others		99		108		118		130		142		(9)		(8)		(43)		(30)
Automobile		12,070		12,179		12,379		12,657		13,015		(109)		(1)		(945)		(7)
Education		9,069		8,801		8,481		8,374		8,283		268		3		786		9
Credit card		1,998		1,973		1,909		1,854		1,828		25		1		170		9
Other retail		3,636		3,507		3,124		2,966		2,847		129		4		789		28
Total retail loans		59,942		59,583		58,695		58,313		58,492		359		1		1,450		2
Total loans and leases		$117,649		$115,893		$113,971		$112,856		$111,115		$1,756		2%		$6,534		6%

18

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$		%		$		%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning		$1,242		$1,242		$1,253		$1,246		$1,236		$—		—%		$6		—%
Charge-offs:
Commercial		26		17		18		14		3		9		53		23		NM
Retail		112		114		109		106		113		(2)		(2)		(1)		(1)
Total charge-offs		138		131		127		120		116		7		5		22		19
Recoveries:
Commercial		2		9		2		2		6		(7)		(78)		(4)		(67)
Retail		47		37		39		42		40		10		27		7		18
Total recoveries		49		46		41		44		46		3		7		3		7
Net charge-offs		89		85		86		76		70		4		5		19		27
Provision for loan and lease losses:
Commercial		25		(9)		8		16		23		34		NM		2		9
Retail		67		94		67		67		57		(27)		(29)		10		18
Total provision for loan and lease losses		92		85		75		83		80		7		8		12		15
Allowance for loan and lease losses - ending		$1,245		$1,242		$1,242		$1,253		$1,246		$3		—%		($1)		—%
Reserve for unfunded lending commitments - beginning		$91		$91		$88		$86		$88		$—		—%		$3		3%
Provision for unfunded lending commitments		(7)		—		3		2		(2)		(7)		(100)		(5)		(250)
Reserve for unfunded lending commitments - ending		$84		$91		$91		$88		$86		($7)		(8%)		($2)		(2%)
Total allowance for credit losses - ending		$1,329		$1,333		$1,333		$1,341		$1,332		($4)		—%		($3)		—%
Memo: Total allowance for credit losses by product:
Commercial		$775		$781		$798		$803		$797		($6)		(1%)		($22)		(3%)
Retail		554		552		535		538		535		2		—		19		4
Total allowance for credit losses		$1,329		$1,333		$1,333		$1,341		$1,332		($4)		—%		($3)		—%

19

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF
											MARCH 31, 2019 CHANGE
	Mar 31, 2019		Dec 31, 2018		Sept 30, 2018		June 30, 2018		Mar 31, 2018		Dec 31, 2018				Mar 31, 2018
											$		%		$		%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital		$14,442		$14,485		$14,435		$14,604		$14,425		($43)		—%		$17		—%
Tier 1 capital		15,574		15,325		14,978		15,147		14,672		249		2		902		6
Total capital		18,403		18,157		17,810		18,056		17,905		246		1		498		3
Risk-weighted assets		137,246		136,202		133,249		130,621		129,066		1,044		1		8,180		6
Adjusted average assets1		155,171		153,026		150,717		148,341		146,441		2,145		1		8,730		6
CET1 capital ratio		10.5%		10.6%		10.8%		11.2%		11.2%
Tier 1 capital ratio		11.3		11.3		11.2		11.6		11.4
Total capital ratio		13.4		13.3		13.4		13.8		13.9
Tier 1 leverage ratio		10.0		10.0		9.9		10.2		10.0
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders’ equity		$20,399		$19,977		$19,733		$19,924		$19,812		$422		2%		$587		3%
Less: Goodwill		7,040		6,923		6,946		6,887		6,887		117		2		153		2
Less: Other intangible assets		80		31		33		2		2		49		158		78		NM
Add: Deferred tax liabilities2		370		366		363		359		357		4		1		13		4
Total tangible common equity		$13,649		$13,389		$13,117		$13,394		$13,280		$260		2%		$369		3%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders’ equity		$19,942		$19,521		$19,599		$19,732		$19,732		$421		2%		$210		1%
Less: Goodwill		7,018		6,946		6,926		6,887		6,887		72		1		131		2
Less: Other intangible assets		59		32		22		2		2		27		84		57		NM
Add: Deferred tax liabilities2		368		364		360		357		355		4		1		13		4
Total tangible common equity		$13,233		$12,907		$13,011		$13,200		$13,198		$326		3%		$35		—%
INTANGIBLE ASSETS (PERIOD-END)
Goodwill		$7,040		$6,923		$6,946		$6,887		$6,887		$117		2%		$153		2%
Other intangible assets		80		31		33		2		2		49		158		78		NM
Total intangible assets		$7,120		$6,954		$6,979		$6,889		$6,889		$166		2%		$231		3%

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

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

20

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.

21

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

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

		QUARTERLY TRENDS
												1Q19 Change
		1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
												$		%		$		%
Noninterest income, Underlying:
Noninterest income (GAAP)			$428		$421		$416		$388		$371		$7		2%		$57		15%
Less: Notable items			—		(5)		—		—		—		5		100		—		—
Noninterest income, Underlying (non-GAAP)			$428		$426		$416		$388		$371		$2		—%		$57		15%
Total revenue, Underlying:
Total revenue (GAAP)	A		$1,588		$1,593		$1,564		$1,509		$1,462		($5)		—%		$126		9%
Less: Notable items			—		(5)		—		—		—		5		100		—		—
Total revenue, Underlying (non-GAAP)	B		$1,588		$1,598		$1,564		$1,509		$1,462		($10)		(1%)		$126		9%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C		$937		$951		$910		$875		$883		($14)		(1%)		$54		6%
Less: Notable items			5		45		9		—		—		(40)		(89)		5		100
Noninterest expense, Underlying (non-GAAP)	D		$932		$906		$901		$875		$883		$26		3%		$49		6%
Pre-provision profit:
Total revenue (GAAP)	A		$1,588		$1,593		$1,564		$1,509		$1,462		($5)		—%		$126		9%
Less: Noninterest expense (GAAP)	C		937		951		910		875		883		(14)		(1)		54		6
Pre-provision profit (GAAP)			$651		$642		$654		$634		$579		$9		1%		$72		12%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B		$1,588		$1,598		$1,564		$1,509		$1,462		($10)		(1%)		$126		9%
Less: Noninterest expense, Underlying (non-GAAP)	D		932		906		901		875		883		26		3		49		6
Pre-provision profit, Underlying (non-GAAP)			$656		$692		$663		$634		$579		($36)		(5%)		$77		13%
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E		$566		$557		$576		$549		$501		$9		2%		$65		13%
Less: Income (expense) before income tax expense (benefit) related to notable items			(5)		(50)		(9)		—		—		45		90		(5)		(100)
Income before income tax expense, Underlying (non-GAAP)	F		$571		$607		$585		$549		$501		($36)		(6%)		$70		14%
Income tax expense, Underlying:
Income tax expense (benefit) (GAAP)	G		$127		$92		$133		$124		$113		$35		38%		$14		12%
Less: Income tax expense (benefit) related to notable items			(1)		(41)		(2)		—		—		40		98		(1)		(100)
Income tax expense, Underlying (non-GAAP)	H		$128		$133		$135		$124		$113		($5)		(4%)		$15		13%
Net income, Underlying:
Net income (GAAP)	I		$439		$465		$443		$425		$388		($26)		(6%)		$51		13%
Add: Notable items, net of income tax expense (benefit)			4		9		7		—		—		(5)		(56)		4		100
Net income, Underlying (non-GAAP)	J		$443		$474		$450		$425		$388		($31)		(7%)		$55		14%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K		$424		$450		$436		$425		$381		($26)		(6%)		$43		11%
Add: Notable items, net of income tax expense (benefit)			4		9		7		—		—		(5)		(56)		4		100
Net income available to common stockholders, Underlying (non-GAAP)	L		$428		$459		$443		$425		$381		($31)		(7%)		$47		12%

22

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

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

		QUARTERLY TRENDS
												1Q19 Change
		1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
												$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A		$1,588		$1,593		$1,564		$1,509		$1,462		($5)		(0.27%)		$126		8.71%
Less: Noninterest expense (GAAP)	C		937		951		910		875		883		(14)		(1.42)		54		6.14
Operating leverage															1.15%				2.57%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B		$1,588		$1,598		$1,564		$1,509		$1,462		($10)		(0.58%)		$126		8.72%
Less: Noninterest expense, Underlying (non-GAAP)	D		932		906		901		875		883		26		2.87		49		5.54
Operating leverage, Underlying (non-GAAP)															(3.45%)				3.18%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		59.00%		59.69%		58.20%		57.95%		60.43%		(69) bps				(143) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		58.67		56.70		57.62		57.95		60.43		197 bps				(176) bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		22.42%		16.45%		23.16%		22.58%		22.52%		597 bps				(10) bps
Effective income tax rate, Underlying (non-GAAP)	H/F		22.44		21.91		23.20		22.58		22.52		53 bps				(8) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M		$19,942		$19,521		$19,599		$19,732		$19,732		$421		2%		$210		1%
Return on average common equity	K/M		8.62%		9.16%		8.82%		8.65%		7.83%		(54) bps				79 bps
Return on average common equity, Underlying (non-GAAP)	L/M		8.71		9.33		8.96		8.65		7.83		(62) bps				88 bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M		$19,942		$19,521		$19,599		$19,732		$19,732		$421		2%		$210		1%
Less: Average goodwill (GAAP)			7,018		6,946		6,926		6,887		6,887		72		1		131		2
Less: Average other intangibles (GAAP)			59		32		22		2		2		27		84		57		NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			368		364		360		357		355		4		1		13		4
Average tangible common equity	N		$13,233		$12,907		$13,011		$13,200		$13,198		$326		3%		$35		—%
Return on average tangible common equity	K/N		13.00%		13.85%		13.29%		12.93%		11.71%		(85) bps				129 bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N		13.12		14.11		13.50		12.93		11.71		(99) bps				141 bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O		$160,415		$157,732		$155,624		$153,253		$151,523		$2,683		2%		$8,892		6%
Return on average total assets	I/O		1.11%		1.17%		1.13%		1.11%		1.04%		(6) bps				7 bps
Return on average total assets, Underlying (non-GAAP)	J/O		1.12		1.19		1.15		1.11		1.04		(7) bps				8 bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	O		$160,415		$157,732		$155,624		$153,253		$151,523		$2,683		2%		$8,892		6%
Less: Average goodwill (GAAP)			7,018		6,946		6,926		6,887		6,887		72		1		131		2
Less: Average other intangibles (GAAP)			59		32		22		2		2		27		84		57		NM
Add: Average deferred tax liabilities related to goodwill (GAAP)			368		364		360		357		355		4		1		13		4
Average tangible assets	P		$153,706		$151,118		$149,036		$146,721		$144,989		$2,588		2%		$8,717		6%
Return on average total tangible assets	i/P		1.16%		1.22%		1.18%		1.16%		1.08%		(6) bps				8 bps
Return on average total tangible assets, Underlying (non-GAAP)	J/P		1.17		1.24		1.20		1.16		1.08		(7) bps				9 bps

23

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

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

		QUARTERLY TRENDS
												1Q19 Change
		1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
												$/bps		%		$/bps		%
Tangible book value per common share:
Common shares - at period-end (GAAP)	Q		461,116,723		466,007,984		474,120,616		484,055,194		487,551,444		(4,891,261)		(1%)		(26,434,721)		(5%)
Common stockholders’ equity (GAAP)			$20,399		$19,977		$19,733		$19,924		$19,812		$422		2		$587		3
Less: Goodwill (GAAP)			7,040		6,923		6,946		6,887		6,887		117		2		153		2
Less: Other intangible assets (GAAP)			80		31		33		2		2		49		158		78		NM
Add: Deferred tax liabilities related to goodwill (GAAP)			370		366		363		359		357		4		1		13		4
Tangible common equity	R		$13,649		$13,389		$13,117		$13,394		$13,280		$260		2%		$369		3%
Tangible book value per common share	R/Q		$29.60		$28.73		$27.66		$27.67		$27.24		$0.87		3%		$2.36		9%
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		460,713,172		467,338,825		475,957,526		484,744,354		487,500,618		(6,625,653)		(1%)		(26,787,446)		(5%)
Average common shares outstanding - diluted (GAAP)	T		462,520,680		469,103,134		477,599,917		486,141,695		489,266,826		(6,582,454)		(1)		(26,746,146)		(5)
Net income per average common share - basic (GAAP)	K/S		$0.92		$0.96		$0.92		$0.88		$0.78		($0.04)		(4)		$0.14		18
Net income per average common share - diluted (GAAP)	K/T		0.92		0.96		0.91		0.88		0.78		(0.04)		(4)		0.14		18
Net income per average common share - basic, Underlying (non-GAAP)	L/S		0.93		0.98		0.93		0.88		0.78		(0.05)		(5)		0.15		19
Net income per average common share - diluted, Underlying (non-GAAP)	L/T		0.93		0.98		0.93		0.88		0.78		(0.05)		(5)		0.15		19
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	U		$0.32		$0.27		$0.27		$0.22		$0.22		$0.05		19%		$0.10		45%
Dividend payout ratio	U/(K/S)		35%		28%		29%		25%		28%		700 bps				700 bps
Dividend payout ratio, Underlying (non-GAAP)	U/(L/S)		34		27		29		25		28		700 bps				600 bps

24

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

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

	QUARTERLY TRENDS
											1Q19 Change
	1Q19		4Q18		3Q18		2Q18		1Q18		4Q18				1Q18
											$/bps		%		$/bps		%
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)		$43		$51		$49		$27		$25		($8)		(16%)		$18		72%
Less: Notable items		—		(4)		—		—		—		4		100		—		—
Mortgage banking fees, Underlying (non-GAAP)		$43		$55		$49		$27		$25		($12)		(22%)		$18		72%
Other income, Underlying:
Other income (GAAP)		$25		$15		$17		$15		$17		$10		67%		$8		47%
Less: Notable items		—		(1)		—		—		—		1		100		—		—
Other income, Underlying (non-GAAP)		$25		$16		$17		$15		$17		$9		56%		$8		47%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)		$509		$483		$474		$453		$470		$26		5%		$39		8%
Less: Notable items		1		6		5		—		—		(5)		(83)		1		100
Salaries and employee benefits, Underlying (non-GAAP)		$508		$477		$469		$453		$470		$31		6%		$38		8%
Equipment and software expense, Underlying1:
Equipment and software expense (GAAP)		$125		$124		$117		$110		$113		$1		1%		$12		11%
Less: Notable items		—		3		—		—		—		(3)		(100)		—		—
Equipment and software expense, Underlying1 (non-GAAP)		$125		$121		$117		$110		$113		$4		3%		$12		11%
Outside services, Underlying:
Outside services (GAAP)		$110		$135		$107		$106		$99		($25)		(19%)		$11		11%
Less: Notable items		4		19		1		—		—		(15)		(79)		4		100
Outside services, Underlying (non-GAAP)		$106		$116		$106		$106		$99		($10)		(9%)		$7		7%
Occupancy, Underlying:
Occupancy (GAAP)		$83		$92		$81		$79		$81		($9)		(10%)		$2		2%
Less: Notable items		—		16		—		—		—		(16)		(100)		—		—
Occupancy, Underlying (non-GAAP)		$83		$76		$81		$79		$81		$7		9%		$2		2%
Other operating expense, Underlying:
Other operating expense (GAAP)		$110		$117		$131		$127		$120		($7)		(6%)		($10)		(8%)
Less: Notable items		—		1		3		—		—		(1)		(100)		—		—
Other operating expense, Underlying (non-GAAP)		$110		$116		$128		$127		$120		($6)		(5%)		($10)		(8%)

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

25

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

(in millions, except ratio data)

		FIRST QUARTER 2019								FOURTH QUARTER 2018								THIRD 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	A		$202		$227		$10		$439		$193		$241		$31		$465		$207		$234		$2		$443
Less: Preferred stock dividends			—		—		15		15		—		—		15		15		—		—		7		7
Net income (loss) available to common stockholders	B		$202		$227		($5)		$424		$193		$241		$16		$450		$207		$234		($5)		$436
Return on average total tangible assets:
Average total assets (GAAP)			$65,007		$55,630		$39,778		$160,415		$64,187		$53,970		$39,575		$157,732		$62,974		$52,871		$39,779		$155,624
Less: Average goodwill (GAAP)			—		—		7,018		7,018		—		—		6,946		6,946		—		—		6,926		6,926
Average other intangibles (GAAP)			—		—		59		59		—		—		32		32		—		—		22		22
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		368		368		—		—		364		364		—		—		360		360
Average tangible assets	C		$65,007		$55,630		$33,069		$153,706		$64,187		$53,970		$32,961		$151,118		$62,974		$52,871		$33,191		$149,036
Return on average total tangible assets	A/C		1.26%		1.66%		NM		1.16%		1.19%		1.78%		NM		1.22%		1.31%		1.75%		NM		1.18%
Efficiency ratio:
Noninterest expense (GAAP)	D		$700		$209		$28		$937		$723		$203		$25		$951		$686		$202		$22		$910
Net interest income (GAAP)			788		372		—		1,160		796		384		(8)		1,172		776		380		(8)		1,148
Noninterest income (GAAP)			247		150		31		428		265		140		16		421		258		140		18		416
Total revenue (GAAP)	E		$1,035		$522		$31		$1,588		$1,061		$524		$8		$1,593		$1,034		$520		$10		$1,564
Efficiency ratio	D/E		67.62%		40.11%		NM		59.00%		68.22%		38.73%		NM		59.69%		66.29%		38.83%		NM		58.20%
		SECOND QUARTER 2018								FIRST QUARTER 2018
		Consumer   Banking		Commercial   Banking		Other		Consolidated		Consumer   Banking		Commercial   Banking		Other		Consolidated
Net income (loss) available to common stockholders:
Net income	A		$197		$237		($9)		$425		$170		$215		$3		$388
Less: Preferred stock dividends			—		—		—		—		—		—		7		7
Net income (loss) available to common stockholders	B		$197		$237		($9)		$425		$170		$215		($4)		$381
Return on average total tangible assets:
Average total assets (GAAP)			$61,232		$52,170		$39,851		$153,253		$61,348		$50,393		$39,782		$151,523
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)			—		—		357		357		—		—		355		355
Average tangible assets	C		$61,232		$52,170		$33,319		$146,721		$61,348		$50,393		$33,248		$144,989
Return on average total tangible assets	A/C		1.29%		1.82%		NM		1.16%		1.12%		1.73%		NM		1.08%
Efficiency ratio:
Noninterest expense (GAAP)	D		$658		$200		$17		$875		$656		$208		$19		$883
Net interest income (GAAP)			759		376		(14)		1,121		733		357		1		1,091
Noninterest income (GAAP)			228		140		20		388		222		125		24		371
Total revenue (GAAP)	E		$987		$516		$6		$1,509		$955		$482		$25		$1,462
Efficiency ratio	D/E		66.68%		38.80%		NM		57.95%		68.72%		43.07%		NM		60.43%

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