Citizens Financial Group, Inc. Reports Fourth Quarter Net Income of $282 Million and Diluted EPS of $0.55

ROTCE of 8.4% in fourth quarter 2016 with 6% positive operating leverage year over year*

Fourth quarter 2016 net income up 28% and diluted EPS up 31% vs. year ago quarter

2016 net income of $1.0 billion up 24% and $1.97 diluted EPS up 27% from 2015

2016 Adjusted net income up 18% and diluted EPS up 20% from Adjusted 2015*

PROVIDENCE, R.I.--(BUSINESS WIRE)-- Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported fourth quarter net income of $282 million, or $0.55 per diluted common share, up 28% and 31%, respectively, from $221 million and $0.42 per diluted common share in fourth quarter 2015. Compared with third quarter 2016 results, which included a $19 million after-tax benefit from notable items largely related to the TDR Transaction gain, net income decreased 5% from $297 million and diluted earnings per common share (“EPS”) decreased 2% from $0.56. Fourth quarter 2016 net income available to common stockholders increased $11 million, or 4%, from Adjusted third quarter 2016 levels* and diluted EPS increased $0.03, or 6%, from Adjusted third quarter 2016.

2016 net income available to common stockholders of $1.03 billion increased $198 million, or 24%, from 2015 with diluted EPS of $1.97 up $0.42, or 27%. 2016 Adjusted net income available to common stockholders* of $1.01 billion increased $148 million, or 17%, and Adjusted diluted EPS of $1.93 increased $0.32, or 20%, versus Adjusted 2015 results.

Fourth quarter 2016 Return on Average Tangible Common Equity* (“ROTCE”) of 8.4% compares to 8.6% in third quarter 2016, 8.0% on an Adjusted basis* and 6.7% in fourth quarter 2015.

“We are pleased to report another strong quarter with improving results, as we continue to run the bank better and deliver well for all stakeholders,” said Chairman and Chief Executive Officer Bruce Van Saun. “We remain focused on executing on our strategic initiatives that drive good top line growth, expanded capabilities and positive operating leverage. We enter 2017 with good momentum and believe we are well-positioned to capitalize on an improving economic and interest rate environment.”

Citizens also announced its board of directors declared a quarterly cash dividend of $0.14 per common share, an increase of $0.02 per share. The dividend is payable on February 16, 2017 to shareholders of record at the close of business on February 2, 2017.

*Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the end of this release for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures. “Adjusted” results exclude restructuring charges, special items and/or notable items, as applicable. Where there is a reference to an “Adjusted” result in a paragraph, all measures that follow that “Adjusted” result are also “Adjusted” when applicable.

Fourth Quarter 2016 vs. Third Quarter 2016

Key Highlights

• Fourth quarter highlights include net interest income growth of 4%, reflecting 2% average loan growth and a six basis point improvement in net interest margin. Results also reflect continued focus on improving efficiency and returns with an efficiency ratio of 62% and ROTCE of 8.4%.*
• Tangible book value per common share of $25.69; common shares outstanding decreased 6.2 million, or 1%.

Results

• Total revenue of $1.4 billion decreased 1%, reflecting the impact of the third quarter $72 million TDR Transaction gain. On an Adjusted basis*, total revenue increased 4%.
  • Net interest income of $986 million increased $41 million, given 2% average loan growth and a six basis increase in net interest margin to 2.90%, driven by higher loan yields including the benefit of higher interest rates.
  • Noninterest income of $377 million decreased $58 million from third quarter levels that included the benefit of the TDR Transaction gain. On an Adjusted basis*, noninterest income was up 2%, reflecting higher mortgage banking income, foreign exchange and letter of credit fees, and an increase in interest rate products and leasing fees in other income.
• Noninterest expense of $847 million decreased $20 million, or 2%, from third quarter levels that included $36 million of notable items. On an Adjusted basis*, noninterest expense increased $16 million, or 2%, reflecting an increase in other expense, outside services and equipment expense with all other categories relatively stable.
• Efficiency ratio of 62% improved 70 basis points; on an Adjusted basis*, efficiency ratio improved 113 basis points.
• Provision for credit losses of $102 million increased $16 million, driven by a $14 million reduction in recoveries of prior-period charge-offs from relatively high third quarter levels.

Balance Sheet

• Average interest-earning assets increased $3.1 billion, or 2%, driven by continued loan growth.
• Average deposits increased $2.5 billion, or 2%, reflecting growth in every category with particular strength in demand deposits, money market and term.
• Nonperforming loans and leases (“NPLs”) to total loans and leases ratio of 0.97% improved from 1.05%, reflecting a reduction in both retail and commercial nonperforming loans. Allowance coverage of NPLs was 118% compared with 112%.
• Net charge-offs of 39 basis points increased seven basis points from third quarter levels, driven by the reduction in recoveries of prior-period charge-offs and a methodology change in auto, which resulted in a $7 million, or 3 basis point, impact.
• Robust capital strength with a common equity tier 1 (“CET1”) risk-based capital ratio of 11.2%.
• Repurchased 6.3 million shares of common stock at an average price of $28.71, returning $180 million to shareholders.

Fourth Quarter 2016 vs. Fourth Quarter 2015

Key Highlights

• Fourth quarter results include a 28% increase in net income available to common stockholders, highlighted by strong revenue growth of 11%, driven by strength in net interest income with 8% average loan growth and a 13 basis point increase in net interest margin as well as noninterest income growth of 4%.
• Year-over-year operating leverage of 6.1%, a 358 basis point improvement in the efficiency ratio and a 168 basis point improvement in ROTCE, reflecting focus on top line growth and strong expense discipline, while reinvesting in technology and business initiatives to drive future growth.*

Results

• Total revenue of $1.4 billion increased $131 million, or 11%, reflecting solid net interest income and noninterest income growth.
  • Net interest income increased 13%, reflecting 8% average loan growth and a 13 basis point improvement in net interest margin.
  • Net interest margin of 2.90% reflects improved loan yields, driven by higher rates and balance sheet optimization initiatives, partially offset by a reduction in investment portfolio yields and higher deposit costs.
  • Noninterest income increased 4%, driven by strength in capital markets, mortgage banking, other income and foreign exchange and letter of credit fees. These results were partially offset by lower card fees, including the impact of the card reward accounting change, a reduction in securities gains and lower trust and investment services fees and service charges and fees.
• Noninterest expense increased 5%, driven by growth in salaries and employee benefits largely related to higher incentive compensation tied to revenue, as well as an increase in other expense.
• Provision for credit losses of $102 million increased $11 million, or 12%, reflecting higher net charge-offs in commercial, largely commodities-related credits and an increase in retail given a one-time methodology change in auto.
• ROTCE* of 8.4% improved 168 basis points.

Balance Sheet

• Average interest-earning assets increased $10.6 billion, or 8%, driven by strong loan growth and an increase in the securities portfolio.
• Average deposits increased $7.8 billion, or 8%, on strength in low-cost core deposits.
• NPLs to total loans and leases ratio of 0.97% improved from 1.07%, as an underlying reduction in retail nonperforming loans more than offset an increase in commercial nonperforming loans, largely commodities-related borrowers. Allowance coverage of NPLs of 118% compares with 115%.
• Net charge-offs of 39 basis points of loans increased eight basis points, reflecting an increase in both commercial and retail categories and included a methodology change in auto, which resulted in a $7 million, or 3 basis point, impact.

Update on Plan Execution

Consumer Banking

• Performance paced by solid loan growth with continued traction in student, other retail unsecured and mortgage loans, with improved consumer loan yields tied to the benefit of improved mix.
• Sales force expansion continued in 2016 with an increase of 96 mortgage loan officers to 538 at year end, with 43 in fourth quarter, and the addition of 42 financial consultants to 362 at year end, with 12 in fourth quarter.
• Citizens Checkup, our needs-based approach for serving retail customers, has resulted in approximately 400,000 scheduled appointments in 2016, with high levels of customer satisfaction.

Commercial Banking

• Delivered solid performance across most fee activities led by Capital Markets, Treasury Solutions and Interest Rate Products. Generated 10% average loan growth from the year-ago quarter, reflecting strength in Mid-corporate and Industry Verticals, Commercial Real Estate and Franchise Finance. Delivered total average deposit growth of 20% versus the prior-year quarter.

Efficiency and balance sheet optimization strategies

• Tapping Our Potential (“TOP”) initiatives remain on track. In 2016, TOP II delivered approximately $105 million of annual pre-tax benefits. TOP III is expected to deliver pre-tax revenue and expense run-rate benefits of $100 million to $115 million, including $20 million of tax benefits in 2017.
• Initiatives to shift loan portfolio mix to higher-return categories continue to deliver benefits to portfolio yields; have extracted capital from TDR and aircraft lease portfolios; managing deposit pricing to minimize cost while achieving growth objectives.

Full-Year 2016 vs. Full-Year 2015

• Total revenue of $5.3 billion increased $431 million, or 9%, and Adjusted revenue growth* of 8% driven by strength in net interest income, reflecting 8% average loan growth and an 11 basis point improvement in net interest margin.
• Noninterest expense and Adjusted noninterest expense* increased 3%, with positive operating leverage of 4.2%.
• Efficiency ratio of 64% improved 376 basis points; 260 basis points on an Adjusted basis.*
• Net income increased 24% with Adjusted net income* up 18%.
• ROTCE of 7.7%, with Adjusted ROTCE of 7.6% higher by 91 basis points.*

				Quarterly trends																								Full year
Earnings highlights																	4Q16 change from																						2016 change
($s in millions, except per share data)				4Q16				3Q16					4Q15				3Q16					4Q15							2016						2015			from 2015
Net interest income				$	986			$	945				$	870			$	41				$	116					$	3,758					$	3,402			$	356
Noninterest income					377				435					362				(58	)				15						1,497						1,422				75
Total revenue					1,363				1,380					1,232				(17	)				131						5,255						4,824				431
Noninterest expense					847				867					810				(20	)				37						3,352						3,259				93
Pre-provision profit					516				513					422				3					94						1,903						1,565				338
Provision for credit losses					102				86					91				16					11						369						302				67
Net income					282				297					221				(15	)				61						1,045						840				205
Preferred dividends					—				7					—				(7	)				—						14						7				7
Net income available to common stockholders					282				290					221				(8	)				61						1,031						833				198
After-tax restructuring charges, special items and notable Items				$	—			$	(19	)			$	—			$	19				$	—					$	(19	)				$	31			$	(50	)
Adjusted net income available to common stockholders*				$	282			$	271				$	221			$	11				$	61					$	1,012					$	864			$	148
Average common shares outstanding
Basic (in millions)					512.0				519.5					527.6				(7.4	)				(15.6	)					522.1						535.6				(13.5	)
Diluted (in millions)					513.9				521.1					530.3				(7.2	)				(16.4	)					523.9						538.2				(14.3	)
Diluted earnings per share				$	0.55			$	0.56				$	0.42			$	(0.01	)			$	0.13					$	1.97					$	1.55			$	0.42
Adjusted diluted earnings per share*				$	0.55			$	0.52				$	0.42			$	0.03				$	0.13					$	1.93					$	1.61			$	0.32
Key performance metrics*
Net interest margin					2.90	%			2.84		%			2.77	%			6		bps			13		bps				2.86		%				2.75	%			11		bps
Effective income tax rate					31.9				30.5					33.4				144					(155	)					31.9						33.5				(164	)
Efficiency ratio					62				63					66				(70	)				(358	)					64						68				(376	)
Adjusted efficiency ratio*					62				63					66				(113	)				(358	)					64						67				(260	)
Return on average common equity					5.7				5.8					4.5				(12	)				119						5.2						4.3				93
Return on average tangible common equity					8.4				8.6					6.7				(15	)				168						7.7						6.4				129
Adjusted return on average tangible common equity*					8.4				8.0					6.7				41					168						7.6						6.7				91
Return on average total assets					0.8				0.8					0.6				(6	)				12						0.7						0.6				11
Return on average total tangible assets					0.8	%			0.9		%			0.7	%			(7	)	bps			12		bps				0.8		%				0.7	%			11		bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio					11.2	%			11.3		%			11.7	%														11.2		%				11.7	%
Total capital ratio					14.0				14.2					15.3															14.0						15.3
Tier 1 leverage ratio					9.9	%			10.1		%			10.5	%														9.9		%				10.5	%
Asset quality(2)
Total nonperforming loans and leases as a % of total loans and leases					0.97	%			1.05		%			1.07	%			(8	)	bps			(10	)	bps				0.97		%				1.07	%			(10	)	bps
Allowance for loan and lease losses as a % of loans and leases					1.15				1.18					1.23				(3	)				(8	)					1.15						1.23				(8	)
Allowance for loan and lease losses as a % of nonperforming loans and leases					118				112					115				629					368						118						115				368
Net charge-offs as a % of average loans and leases					0.39	%			0.32		%			0.31	%			7		bps			8		bps				0.32		%				0.30	%			2		bps

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

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

Discussion of Results:

Fourth quarter 2016 and fourth quarter 2015 results included no net restructuring charges, special items or notable items. Third quarter 2016 results benefited from $31 million pre-tax or $19 million after-tax, of notable items.

2016 net income benefited from $31 million pre-tax, or $19 million after-tax, of notable items, compared with 2015 net income, which was reduced by a net $50 million pre-tax, or $31 million after-tax, of restructuring charges and special items.

All references to Adjusted results* exclude the impact of restructuring charges, special items and/or notable items.

Restructuring charges, special items and/or notable items*																4Q16 change																			2016 change
($s in millions, except per share data)					4Q16					3Q16						from 3Q16							2016						2015					from 2015
Pre-tax net noninterest income					$	—				$	67					$	(67	)				$	67					$	—					$	67
After-tax noninterest income						—					41						(41	)					41						—						41
Pre-tax total noninterest expense						—					(36	)					36						(36	)					(50	)					14
After-tax total noninterest expense						—					(22	)					22						(22	)					(31	)					9
Pre-tax restructuring charges, special items and notable items						—					31						(31	)					31						(50	)					81
After-tax restructuring charges, special items and notable items					$	—				$	19					$	(19	)				$	19					$	(31	)				$	50
Diluted EPS impact					$	—				$	0.04					$	(0.04	)				$	0.04					$	(0.06	)				$	0.10

Fourth quarter 2016 net income available to common stockholders of $282 million decreased $8 million, or 3%, while diluted EPS of $0.55 decreased $0.01, or 2%, versus third quarter 2016, which included a $19 million after-tax, or $0.04 EPS, benefit tied to the TDR transaction gain. Fourth quarter 2016 EPS reflects a 7.2 million reduction in average fully diluted shares outstanding.

Compared with fourth quarter 2015 levels, net income available to common stockholders increased $61 million, or 28%, as revenue growth of $131 million was partially offset by higher noninterest expense and provision for credit losses. Diluted EPS of $0.55 increased $0.13, or 31%, reflecting net income growth and a 16.4 million reduction in average fully diluted shares outstanding.

2016 net income available to common stockholders of $1.0 billion increased $198 million, or 24%, compared with 2015, reflecting 9% revenue growth, partially offset by growth in noninterest expense and provision for credit losses. 2016 diluted EPS of $1.97 increased $0.42, or 27%, and reflects a 14.3 million reduction in average fully diluted shares outstanding. Full-year 2016 EPS was impacted by $14 million in preferred dividends, or $0.03 per diluted common share, compared with $7 million, or $0.01 per diluted common share, of preferred dividends in 2015.

				Quarterly trends																											Full year
Adjusted results*																			4Q16 change from																							2016 change
($s in millions)				4Q16					3Q16					4Q15					3Q16							4Q15						2016					2015				from 2015
Adjusted net interest income*				$	986				$	945				$	870				$	41						$	116				$	3,758				$	3,402				$	356
Adjusted noninterest income*					377					368					362					9							15					1,430					1,422					8
Adjusted total revenue*					1,363					1,313					1,232					50							131					5,188					4,824					364
Adjusted noninterest expense*					847					831					810					16							37					3,316					3,209					107
Adjusted net income*					282					278					221					4							61					1,026					871					155
Preferred dividend					—					7					—					(7	)						—					14					7					7
Adjusted net income available to common stockholders*				$	282				$	271				$	221				$	11						$	61				$	1,012				$	864				$	148
Adjusted diluted earnings per share*				$	0.55				$	0.52				$	0.42				$	0.03						$	0.13				$	1.93				$	1.61				$	0.32

Fourth quarter 2016 net income available to common stockholders increased $11 million, or 4%, from Adjusted third quarter 2016 levels*, reflecting a $50 million increase in total revenue, partially offset by a $16 million increase in noninterest expense and $16 million increase in provision for credit losses. Fourth quarter 2016 diluted EPS of $0.55 increased $0.03, or 6%, compared to third quarter 2016 Adjusted diluted EPS, driven by net income growth and a 7.2 million reduction in average fully diluted shares outstanding.

Compared with fourth quarter 2015 levels, net income available to common stockholders increased $61 million, or 28%, as revenue growth of $131 million was partially offset by a $37 million increase in noninterest expense and an $11 million increase in provision for credit losses. Diluted EPS of $0.55 increased $0.13, or 31%, reflecting net income growth and a 16.4 million reduction in average fully diluted shares outstanding.

On an Adjusted basis*, 2016 net income available to common stockholders of $1.0 billion increased $148 million, or 17%, versus 2015, while 2016 Adjusted diluted EPS of $1.93, increased $0.32, or 20%, and reflected a 14.3 million reduction in average fully diluted shares outstanding.

Net interest income																			4Q16 change from
($s in millions)				4Q16					3Q16					4Q15					3Q16											4Q15
																			$						%					$						%
Interest income:
Interest and fees on loans and leases and loans held for sale				$	968				$	931				$	832				$	37					4	%				$	136					16	%
Investment securities					152					146					153					6					4						(1	)				(1	)
Interest-bearing deposits in banks					2					2					1					—					—						1					100
Total interest income				$	1,122				$	1,079				$	986				$	43					4	%				$	136					14	%
Interest expense:
Deposits				$	76				$	71				$	60				$	5					7	%				$	16					27	%
Federal funds purchased and securities sold under agreements to repurchase					—					1					3					(1	)				(100	)					(3	)				(100	)
Other short-term borrowed funds					7					10					16					(3	)				(30	)					(9	)				(56	)
Long-term borrowed funds					53					52					37					1					2						16					43
Total interest expense				$	136				$	134				$	116				$	2					1	%				$	20					17	%
Net interest income				$	986				$	945				$	870				$	41					4	%				$	116					13	%
Net interest margin					2.90	%				2.84	%				2.77	%				6		bps									13		bps

Net interest income of $986 million increased $41 million, or 4%, from third quarter 2016, given 2% average loan growth and a six basis point improvement in net interest margin. Net interest margin improvement reflects improved commercial and consumer loan yields, including the benefit of an increase in LIBOR, and lower pay-fixed swap costs, partially offset by the impact of an increase in investment portfolio balances as well as the impact of higher deposit and borrowing costs.

Compared to fourth quarter 2015, net interest income increased $116 million, or 13%, reflecting 8% average loan growth and a 13 basis point improvement in net interest margin. Results were driven by improved loan yields, reflecting the benefit of higher rates and balance sheet optimization initiatives, as well as lower pay-fixed swap costs. Results also reflect lower investment portfolio yields, which included a reduction in Federal Reserve Bank stock dividends, and higher deposit and borrowing costs.

Noninterest Income																			4Q16 change from
($s in millions)				4Q16					3Q16					4Q15					3Q16											4Q15
																				$					%						$					%
Service charges and fees				$	153				$	152				$	156				$	1					1	%				$	(3	)				(2	) %
Card fees					50					52					60					(2	)				(4	)					(10	)				(17	)
Trust and investment services fees					34					37					39					(3	)				(8	)					(5	)				(13	)
Mortgage banking fees					36					33					20					3					9						16					80
Capital markets fees					34					34					15					—					—						19					127
Foreign exchange and letter of credit fees					25					23					23					2					9						2					9
Securities gains, net					3					—					10					3					100						(7	)				(70	)
Other income(1)					42					104					39					(62	)				(60	)					3					8
Noninterest income				$	377				$	435				$	362				$	(58	)				(13	) %				$	15					4	%

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

Noninterest income of $377 million decreased $58 million, or 13%, from third quarter 2016 levels that reflected the benefit of the $72 million TDR Transaction gain in other income. Compared with Adjusted third quarter results*, fourth quarter noninterest income of $377 million increased $9 million, or 2%, largely reflecting higher other income and mortgage banking fees. Other income increased $5 million, driven by higher leasing and interest rate products income. Mortgage banking fees increased $3 million, reflecting improved mortgage servicing rights (“MSR”) valuations and modestly higher origination volumes partially offset by lower loan sale gains. Foreign exchange and letter of credit fees increased $2 million and service charges and fees were relatively flat compared to the prior quarter. Capital markets fees remained stable with robust third quarter 2016 levels driven by strong loan-syndications activity. Card fees declined $2 million given seasonally lower out-of-network ATM transaction fees, and trust and investment services fees declined $3 million, reflecting continued shift in product sales toward fee-based business and a reduction in overall sales volume. Securities gains of $3 million were recorded during the quarter compared to no securities gains in the prior quarter.

Noninterest income increased $15 million, or 4%, from fourth quarter 2015 levels, largely reflecting strength in capital markets and mortgage banking fees partially offset by lower card fees, trust and investment services fees and service charges and fees. Capital markets fees increased $19 million reflecting improved market conditions and further broadening of our capabilities. Mortgage banking fees increased $16 million, reflecting strength in applications and secondary origination volumes and an increase in MSR valuations. Other income increased $5 million driven by higher interest rate product revenue. Card fees decreased $10 million, largely reflecting the card reward accounting change impact. Trust and investment services fees decreased $5 million as the benefit of higher sales volume was more than offset by the impact of a shift in product sales toward fee-based business. Service charges and fees decreased $3 million, largely reflecting lower loan prepayment fees. Securities gains decreased by $7 million.

Noninterest expense																			4Q16 change from
($s in millions)				4Q16					3Q16					4Q15					3Q16											4Q15
																				$					%						$					%
Salaries and employee benefits				$	420				$	432				$	402				$	(12	)				(3	) %				$	18					4	%
Outside services					98					102					104					(4	)				(4	)					(6	)				(6	)
Occupancy					77					78					74					(1	)				(1	)					3					4
Equipment expense					69					65					67					4					6						2					3
Amortization of software					44					46					38					(2	)				(4	)					6					16
Other operating expense					139					144					125					(5	)				(3	)					14					11
Total noninterest expense				$	847				$	867				$	810				$	(20	)				(2	) %				$	37					5	%
Restructuring charges, special items and Notable Items					—					36					—					(36	)				NM						—					—	%
Adjusted noninterest expense*				$	847				$	831				$	810				$	16					2	%				$	37					5	%

Noninterest expense of $847 million decreased $20 million, or 2%, from third quarter 2016 levels that included $36 million of notable items largely tied to salaries and employee benefits, outside services and other expense. Compared with Adjusted third quarter results*, fourth quarter noninterest expense increased $16 million, or 2%, driven by a $9 million increase in other expense largely reflecting higher fraud, legal and regulatory costs, a $4 million increase in outside services, largely tied to increased consumer loan origination and servicing costs and a $4 million increase in equipment expense, reflecting increased vendor contract licenses and maintenance costs. Results also reflect relatively stable salaries and benefits expense, as higher incentive compensation tied to revenue was largely offset by a reduction in benefits.

Compared with fourth quarter 2015, noninterest expense increased $37 million, or 5%, largely reflecting higher salaries and employee benefits expense, other expense and amortization of software expense partially offset by the card reward accounting change impact and lower outside services expense. Salary and employee benefits expense increased $18 million, reflecting merit increases and higher incentive compensation tied to revenue. Other expense increased $14 million related to higher FDIC insurance expense and higher fraud, legal and regulatory costs. Amortization of software expense increased $6 million, driven by technology investments. These increases were partially offset by the card reward accounting change impact in other expense and a $6 million reduction in outside services expense related to lower regulatory costs.

The effective tax rate for fourth quarter 2016 was 31.9% compared to 30.5% in third quarter 2016, which included benefits from our TOP efficiency initiatives, and 33.4% in fourth quarter 2015.

Consolidated balance sheet review(1)																			4Q16 change from
($s in millions)				4Q16					3Q16					4Q15					3Q16												4Q15
																				$							%					$					%
Total assets				$	149,520				$	147,015				$	138,208				$	2,505							2	%			$	11,312					8	%
Loans and leases and loans held for sale					108,294					105,993					99,407					2,301							2					8,887					9
Deposits					109,804					108,327					102,539					1,477							1					7,265					7
Average interest-earning assets (quarterly)					134,758					131,669					124,201					3,089							2					10,557					8
Stockholders' equity					19,747					20,181					19,646					(434	)						(2	)				101					1
Stockholders' common equity					19,499					19,934					19,399					(435	)						(2	)				100					1
Tangible common equity				$	13,154				$	13,576				$	13,000				$	(422	)						(3	) %			$	154					1	%
Loan-to-deposit ratio (period-end)(2)					98.6	%				97.9	%				96.9	%				77			bps									168		bps
Common equity tier 1 capital ratio(3)					11.2					11.3					11.7
Total capital ratio(3)					14.0	%				14.2	%				15.3	%

1) Represents period end unless otherwise noted.

2) Includes loans held for sale.

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

Total assets of $149.5 billion increased $2.5 billion, or 2%, from September 30, 2016, driven by 2% loan growth, including a $1.3 billion increase in commercial loans and leases and a $940 million increase in retail loans as well as a $374 million increase in investment portfolio assets. Compared with December 31, 2015, total assets increased $11.3 billion, or 8%, primarily reflecting loan growth of $5.4 billion in commercial and $3.2 billion in retail, as well as a $2.4 billion increase in investment portfolio assets.

Average interest-earning assets of $134.8 billion in fourth quarter 2016 increased $3.1 billion, or 2%, from the prior quarter, driven by a $577 million increase in investment portfolio assets, a $1.3 billion increase in commercial loans and leases and a $1.2 billion increase in retail loans. Compared to fourth quarter 2015, average interest-earning assets increased $10.6 billion, or 8%, driven by commercial loan growth of $5.2 billion, retail loan growth of $3.1 billion and a $2.0 billion increase in investment portfolio assets, including $1.6 billion growth in securities and $453 million in cash and equivalents.

Interest-earning assets																				4Q16 change from
($s in millions)				4Q16					3Q16					4Q15						3Q16											4Q15
Period-end interest-earning assets																					$					%						$					%
Investments and interest-bearing deposits				$	28,798				$	28,424				$	26,417					$	374					1	%				$	2,381					9	%
Commercial loans and leases					51,651					50,389					46,214						1,262					3						5,437					12
Retail loans					56,018					55,078					52,828						940					2						3,190					6
Total loans and leases					107,669					105,467					99,042						2,202					2						8,627					9
Loans held for sale, at fair value					583					526					325						57					11						258					79
Other loans held for sale					42					—					40						42					100						2					5
Total loans and leases and loans held for sale					108,294					105,993					99,407						2,301					2						8,887					9
Total period-end interest-earning assets				$	137,092				$	134,417				$	125,824					$	2,675					2	%				$	11,268					9	%
Average interest-earning assets
Investments and interest-bearing deposits				$	27,667				$	27,090				$	25,664					$	577					2	%				$	2,003					8	%
Commercial loans and leases					51,032					49,704					45,819						1,328					3						5,213					11
Retail loans					55,502					54,332					52,380						1,170					2						3,122					6
Total loans and leases					106,534					104,036					98,199						2,498					2						8,335					8
Loans held for sale, at fair value					551					474					325						77					16						226					70
Other loans held for sale					6					69					13						(63	)				(91	)					(7	)				(54	)
Total loans and leases and loans held for sale					107,091					104,579					98,537						2,512					2						8,554					9
Total average interest-earning assets				$	134,758				$	131,669				$	124,201					$	3,089					2	%				$	10,557					8	%

Period-end investments and interest-bearing deposits of $28.8 billion as of December 31, 2016 increased $374 million, or 1%, compared with September 30, 2016, driven by an increase in cash positions held at the Federal Reserve. Compared with December 31, 2015, investments and interest-bearing deposits increased $2.4 billion, or 9%, with $1.5 billion in securities and $846 million in cash and equivalents. At the end of fourth quarter 2016, the average effective duration of the securities portfolio increased to 4.3 years, compared with 2.7 years at September 30, 2016 and 3.5 years at December 31, 2015, reflecting the impact of higher long-term rates, which reduced prepayment speeds.

Period-end loans and leases of $107.7 billion at December 31, 2016 increased $2.2 billion, or 2%, from $105.5 billion at September 30, 2016 and $8.6 billion, or 9%, from $99.0 billion at December 31, 2015. The linked-quarter change was driven by a $1.3 billion increase in commercial loans and leases and a $940 million increase in retail loans. The change from the prior-year period reflects a $5.4 billion increase in commercial loans and leases and a $3.2 billion increase in retail loans.

Average loans and leases increased $2.5 billion, or 2%, from third quarter 2016, reflecting a $1.3 billion increase in commercial loans and leases and a $1.2 billion increase in retail loans. Commercial loan growth was driven by strength in Mid-corporate and Industry Verticals and Commercial Real Estate. Retail loan growth was largely driven by strength in residential mortgages, student and other unsecured retail loans, partially offset by lower home equity balances.

Compared with fourth quarter 2015, average loans and leases of $106.5 billion increased $8.3 billion, or 8%, reflecting a $5.2 billion increase in commercial loans and leases and a $3.1 billion increase in retail loans. Commercial loan and lease growth was driven by strength in Commercial Real Estate, Mid-corporate and Industry Verticals and Franchise Finance, partially offset by lower Asset Finance balances. Retail loan growth was driven by student loans, residential mortgages and unsecured retail loans, partially offset by lower home equity balances.

Deposits																				4Q16 change from
($s in millions)				4Q16					3Q16					4Q15						3Q16											4Q15
Period-end deposits																					$					%						$				%
Demand deposits				$	28,472				$	27,292				$	27,649					$	1,180					4	%				$	823				3	%
Checking with interest					20,714					20,573					17,921						141					1						2,793				16
Savings					8,964					8,797					8,218						167					2						746				9
Money market accounts					38,176					38,258					36,727						(82	)				—						1,449				4
Term deposits					13,478					13,407					12,024						71					1						1,454				12
Total period-end deposits				$	109,804				$	108,327				$	102,539					$	1,477					1	%				$	7,265				7	%
Average deposits
Demand deposits				$	28,443				$	27,467				$	27,475					$	976					4	%				$	968				4	%
Checking with interest					20,268					19,997					17,117						271					1						3,151				18
Savings					8,826					8,779					8,087						47					1						739				9
Money market accounts					38,397					37,597					36,488						800					2						1,909				5
Term deposits					13,191					12,806					12,201						385					3						990				8
Total average deposits				$	109,125				$	106,646				$	101,368					$	2,479					2	%				$	7,757				8	%

Period-end total deposits at December 31, 2016 of $109.8 billion increased $1.5 billion, or 1%, from September 30, 2016, driven by growth of $1.2 billion in demand deposits. Compared with December 31, 2015, period-end total deposits increased $7.3 billion, or 7%, reflecting growth across all categories led by strength in checking with interest, term deposits and money market accounts.

Fourth quarter 2016 average deposits of $109.1 billion increased $2.5 billion, or 2%, from third quarter 2016, driven by growth in demand deposits, money market and term deposits. Compared with fourth quarter 2015, average deposits increased $7.8 billion, or 8%, driven by growth in all categories.

Borrowed funds																				4Q16 change from
($s in millions)				4Q16					3Q16					4Q15						3Q16										4Q15
Period-end borrowed funds																					$				%						$				%
Federal funds purchased and securities sold under agreements to repurchase				$	1,148				$	900				$	802					$	248				28	%				$	346				43	%
Other short-term borrowed funds					3,211					2,512					2,630						699				28						581				22
Long-term borrowed funds					12,790					11,902					9,886						888				7						2,904				29
Total borrowed funds				$	17,149				$	15,314				$	13,318					$	1,835				12	%				$	3,831				29	%
Average borrowed funds				$	15,210				$	14,379				$	12,603					$	831				6	%				$	2,607				21	%

Total borrowed funds of $17.1 billion at December 31, 2016 increased $1.8 billion from September 30, 2016, reflecting a $947 million increase in short-term borrowings, driven by $749 million in senior debt that now matures in less than one year, and fed funds purchased and an $888 million increase in net long-term funding, specifically Federal Home Loan Bank (“FHLB”) borrowings. Compared with December 31, 2015, total borrowed funds increased $3.8 billion, primarily reflecting a $2.9 billion increase in long-term borrowings and a $927 million increase in short-term borrowings, including the $749 million of senior debt that now matures in less than one year. Average borrowed funds of $15.2 billion increased $831 million from third quarter 2016, driven by higher short-term borrowings, which included the impact of senior debt migrating from long-term borrowings. Compared with fourth quarter 2015, average borrowed funds increased $2.6 billion, reflecting an increase in long-term senior debt and incremental long-term FHLB borrowings.

Capital																				4Q16 change from
($s and shares in millions)				4Q16					3Q16					4Q15						3Q16											4Q15
Period-end capital																					$					%						$					%
Stockholders' equity				$	19,747				$	20,181				$	19,646					$	(434	)				(2	) %				$	101					1	%
Stockholders' common equity					19,499					19,934					19,399						(435	)				(2	)					100					1
Tangible common equity					13,154					13,576					13,000						(422	)				(3	)					154					1
Tangible book value per common share				$	25.69				$	26.20				$	24.63					$	(0.51	)				(2	)					1.06					4
Common shares - at end of period					512.0					518.1					527.8						(6.2	)				(1	)					(15.8	)				(3	)
Common shares - average (diluted)					513.9					521.1					530.3						(7.2	)				(1	) %					(16.4	)				(3	) %
Common equity tier 1 capital ratio(1,2)					11.2	%				11.3	%				11.7	%
Total capital ratio(1,2)					14.0					14.2					15.3
Tier 1 leverage ratio(1,2)					9.9	%				10.1	%				10.5	%

1) Current reporting-period regulatory capital ratios are preliminary

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

On December 31, 2016, our Basel III capital ratios on a transitional basis remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 11.2% and a total capital ratio of 14.0%. Our capital ratios continue to reflect progress against our objective of realigning our capital profile to be more consistent with that of peer regional banks, while maintaining a strong capital base to support our growth aspirations, strategy and risk appetite.

As part of the CFG’s 2016 Capital Plan (the “Plan”), during the fourth quarter the company repurchased 6.3 million shares of common stock at an average price of $28.71 per share. Tangible book value per common share of $25.69 decreased 2% versus third quarter 2016 and increased 4% versus fourth quarter 2015. The decrease compared to the prior quarter largely reflects mark-to-market losses on the available for sale securities portfolio of $334 million, which reduced other comprehensive income. The Plan includes the repurchase of up to $690 million of Citizens’ outstanding common stock beginning in third quarter 2016 through second quarter 2017, with $260 million in remaining availability as of December 31, 2016. In accordance with the Plan, the company paid quarterly dividends of $0.12 per share in the third and fourth quarters of 2016, and has declared a dividend of $0.14 per share for the first quarter 2017. Future capital actions are subject to consideration and approval by CFG’s Board of Directors.

Credit quality review																			4Q16 change from
($s in millions)				4Q16					3Q16					4Q15					3Q16													4Q15
																				$							%						$							%
Nonperforming loans and leases				$	1,045				$	1,107				$	1,060				$	(62	)						(6	) %				$	(15	)						(1	) %
Net charge-offs					104					83					77					21							25						27							35
Provision for credit losses					102					86					91					16							19						11							12
Allowance for loan and lease losses				$	1,236				$	1,240				$	1,216				$	(4	)						(0	) %				$	20							(2	) %
Total nonperforming loans and leases as a % of total loans and leases					0.97	%				1.05	%				1.07	%				(8	)			bps									(10	)			bps
Net charge-offs as % of total loans and leases					0.39					0.32					0.31					7				bps									8				bps
Allowance for loan and lease losses as a % of total loans and leases					1.15	%				1.18	%				1.23	%				(3	)			bps									(8	)			bps
Allowance for loan and lease losses as a % of nonperforming loans and leases					118.32	%				112.03	%				114.64	%				629				bps									368				bps

Overall credit quality continued to improve reflecting growth in lower risk retail loans and modest increases in commercial categories. Nonperforming loans of $1.0 billion decreased $62 million from September 30, 2016, driven by a $53 million decrease in retail, with a reduction in residential mortgage reflecting higher home values and borrowers’ improved ability to repay, and a $9 million decrease in commercial. Compared to December 31, 2015, nonperforming loans and leases decreased $15 million as increases in commercial, largely commodities-related portfolio, were offset by improvements in consumer real-estate secured categories. The nonperforming loans and leases to total loans and leases ratio of 0.97% at December 31, 2016 compares with 1.05% at September 30, 2016 and 1.07% at December 31, 2015.

Net charge-offs of $104 million increased $21 million from third quarter 2016 levels, driven by a $14 million reduction in recoveries of prior-period charge-offs and the $7 million impact of a one-time methodology change in the auto portfolio. Compared with fourth quarter 2015, net charge-offs increased $27 million, driven by a $19 million increase in commercial, largely tied to commodities-related credits, and the $7 million impact of the methodology change in auto. Fourth quarter 2016 net charge-offs of 39 basis points of average loans and leases compares with 32 basis points in third quarter 2016 and 31 basis points in fourth quarter 2015.

Allowance for loan and lease losses of $1.2 billion was stable compared to third quarter 2016 and increased $20 million, or 2%, from fourth quarter 2015, largely reflecting continued loan growth.

Allowance for loan and lease losses to total loans and leases was 1.15% as of December 31, 2016, relatively stable compared with 1.18% as of September 30, 2016 and 1.23% as of December 31, 2015. The allowance for loan and lease losses to nonperforming loans and leases ratio increased slightly to 118% as of December 31, 2016 from 112% as of September 30, 2016 and 115% as of December 31, 2015, given the lower level of nonperforming loans and leases.

Additional Segment Detail:
Consumer Banking Segment																				4Q16 change from
($s in millions)				4Q16					3Q16					4Q15						3Q16												4Q15
																					$						%						$						%
Net interest income				$	639				$	621				$	565					$	18						3	%				$	74						13	%
Noninterest income					227					229					226						(2	)					(1	)					1						—
Total revenue					866					850					791						16						2						75						9
Noninterest expense					649					650					624						(1	)					—						25						4
Pre-provision profit					217					200					167						17						9						50						30
Provision for credit losses					74					57					65						17						30						9						14
Income before income tax expense					143					143					102						—						—						41						40
Income tax expense					51					51					35						—						—						16						46
Net income				$	92				$	92				$	67					$	—						—	%				$	25						37	%
Average balances
Total loans and leases (1)				$	56,711				$	55,376				$	52,737					$	1,335						2	%				$	3,974						8	%
Total deposits				$	73,124				$	72,141				$	70,939					$	983						1	%				$	2,185						3	%
Key performance metrics*
ROTCE (2)					7.0	%				7.0	%				5.5	%					(7	)		bps									147			bps
Efficiency ratio					75	%				76	%				79	%					(156	)		bps									(395	)		bps
Loan-to-deposit ratio (period-end)(1)					77.3	%				77.2	%				74.5	%					11			bps									280			bps

1) Includes held for sale.

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

Consumer Banking net income of $92 million in fourth quarter 2016 was flat with third quarter 2016, reflecting a $16 million increase in total revenue and relatively stable noninterest expense, largely offset by a $17 million increase in provision for credit losses. Net interest income increased $18 million, or 3%, from third quarter 2016, reflecting the benefit of a $1.3 billion increase in average loans led by higher mortgage, student and unsecured retail loans and improved loan yields, partially offset by higher deposit costs. Noninterest income was relatively stable as higher mortgage banking fees were more than offset by lower trust and investment fees and a reduction in card fees, reflecting seasonally lower out-of-network ATM fees.

Noninterest expense decreased modestly from third quarter 2016 levels that included $7 million of home equity notable items.* Results excluding these items were largely driven by higher fraud and regulatory and legal costs and increased equipment and outside services costs, offsetting lower salaries and benefits, nonperforming asset costs and occupancy expense. Provision for credit losses increased $17 million, largely driven by higher auto net charge-offs, including a $7 million increase related to a methodology change and a $5 million increase related to a reduction in consumer real estate secured recoveries from higher third quarter 2016 levels.

Compared with fourth quarter 2015, net income increased $25 million, or 37%, reflecting a $75 million increase in total revenue, which more than offset a $25 million increase in noninterest expense and a $9 million increase in provision for credit losses. Net interest income increased $74 million, or 13%, driven by a $4.0 billion increase in average loans led by higher student, mortgage and unsecured retail balances as well as improved loan yields and deposit spreads. Noninterest income was relatively stable with fourth quarter 2016 levels, driven by $16 million of higher mortgage banking fees tied to wider gain on sale spreads, secondary volumes and an MSR valuation increase. These results were partially offset by an $8 million card reward accounting change impact and a $5 million decrease in trust and investment fees.

Noninterest expense increased $25 million, or 4%, largely driven by higher fraud, regulatory and legal costs, insurance costs and salaries and benefits expense tied to merit and incentives as well increased amortization of software expense, partially offset by the card reward accounting change impact. Provision for credit losses increased $9 million from fourth quarter 2015, largely driven by higher net charge-offs in auto related to a methodology change.

Commercial Banking Segment																				4Q16 change from
($s in millions)				4Q16					3Q16					4Q15						3Q16											4Q15
																					$					%						$					%
Net interest income				$	347				$	327				$	301					$	20					6	%				$	46					15	%
Noninterest income					122					123					107						(1	)				(1	)					15					14
Total revenue					469					450					408						19					4						61					15
Noninterest expense					187					181					180						6					3						7					4
Pre-provision profit					282					269					228						13					5						54					24
Provision for credit losses					20					19					(2	)					1					5						22					NM
Income before income tax expense					262					250					230						12					5						32					14
Income tax expense					90					88					78						2					2						12					15
Net income				$	172				$	162				$	152					$	10					6	%				$	20					13	%
Average balances
Total loans and leases (1)				$	47,010				$	46,611				$	42,642					$	399					1	%				$	4,368					10	%
Total deposits				$	29,410				$	27,847				$	24,600					$	1,563					6	%				$	4,810					20	%
Key performance metrics*
ROTCE (2)					12.9	%				12.5	%				12.6		%				44		bps									37		bps
Efficiency ratio					40	%				40	%				44		%				(38	)	bps									(419	)	bps
Loan-to-deposit ratio (period-end)(1)					166.2	%				161.4	%				172.6		%				480		bps									(634	)	bps

1) Includes held for sale.

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

Commercial Banking net income of $172 million in fourth quarter 2016 increased $10 million, or 6%, versus third quarter 2016, reflecting a $19 million increase in total revenue, partially offset by a $6 million increase in noninterest expense and relatively stable provision for credit losses. Net interest income of $347 million increased $20 million, or 6%, driven by loan and deposit growth and higher interest rates. Average loans and leases increased $399 million as growth in Mid-corporate and Industry Verticals and Commercial Real Estate was partially offset by a $994 million average decrease related to the transfer of an Asset Finance lease and loan portfolio to non-core at the end of third quarter 2016. Noninterest income remained stable as modest growth in foreign exchange and letter of credit fees and interest rate product fees was offset by a reduction in other income, including lower leasing fees related to the Asset Finance lease and loan portfolio transfer to non-core.

Noninterest expense increased $6 million, largely reflecting higher operational losses, higher salaries and benefits expense tied to incentive compensation and higher insurance costs, partially offset by lower depreciation expense related to the Asset Finance lease and loan portfolio transfer to non-core. Provision for credit losses was slightly higher.

Compared to fourth quarter 2015, net income increased $20 million, or 13%, as a $61 million increase in total revenue more than offset a $7 million increase in noninterest expense and a $22 million increase in provision for credit losses. Net interest income increased $46 million, or 15%, from fourth quarter 2015, driven by strong loan and deposit growth and the benefit of higher interest rates. Average loans and leases increased $4.4 billion, driven by strength in Mid-corporate and Industry Verticals, Commercial Real Estate and Franchise Finance, despite the impact of the $1.2 billion transfer of the Asset Finance lease and loan portfolio to non-core. Noninterest income increased $15 million from fourth quarter 2015 levels, largely reflecting strength in capital markets, interest rate products and foreign exchange fees, partially offset by lower leasing income related to the Asset Finance lease and loan portfolio transfer to non-core.

Noninterest expense increased $7 million from fourth quarter 2015, largely reflecting higher salaries and employee benefits tied to incentive compensation and higher benefits costs, partially offset by lower outside services expense and lower depreciation expense related to the Asset Finance lease and loan portfolio transfer to non-core. Provision for credit losses increased $22 million versus fourth quarter 2015, driven by increased losses largely related to higher charge-offs in commodities-related credits.

Other(1)																							4Q16 change from
($s in millions)				4Q16						3Q16						4Q15							3Q16											4Q15
																								$					%						$					%
Net interest income				$	—					$	(3	)				$	4						$	3					100	%				$	(4	)				(100	) %
Noninterest income					28						83						29							(55	)				(66	)					(1	)				(3	)
Total revenue					28						80						33							(52	)				(65	)					(5	)				(15	)
Noninterest expense					11						36						6							(25	)				(69	)					5					83
Pre-provision profit (loss)					17						44						27							(27	)				(61	)					(10	)				(37	)
Provision for credit losses					8						10						28							(2	)				(20	)					(20	)				(71	)
Income (loss) before income tax expense (benefit)					9						34						(1	)						(25	)				(74	)					10					NM
Income tax expense (benefit)					(9	)					(9	)					(3	)						—					—						(6	)				NM
Net income (loss)				$	18					$	43					$	2						$	(25	)				(58	)				$	16					NM
Average balances
Total loans and leases (2)				$	3,370					$	2,592					$	3,158						$	778					30	%				$	212					7	%
Total deposits				$	6,591					$	6,658					$	5,829						$	(67	)				(1	) %				$	762					13	%

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

2) Includes held for sale.

Other net income of $18 million in fourth quarter 2016 decreased $25 million versus third quarter 2016, largely driven by the net impact of notable items* in third quarter 2016. Other recorded no net interest income in fourth quarter 2016, an increase of $3 million, largely driven by higher investment income and higher non-core interest income related to the transfer of a $1.2 billion Asset Finance lease and loan portfolio in third quarter 2016 and lower legacy swap expense. Noninterest income of $28 million decreased $55 million, largely reflecting the impact of the TDR Transaction gain recorded in third quarter 2016.

Noninterest expense of $11 million decreased $25 million, driven by the impact of notable items* recorded in third quarter 2016. Provision for credit losses of $8 million in fourth quarter 2016 decreased $2 million from third quarter 2016.

Other net income in fourth quarter 2016 increased $16 million from fourth quarter 2015, driven by a $20 million decrease in provision for credit losses. Net interest income decreased $4 million, reflecting higher borrowed funds costs. Noninterest income remained relatively stable.

Noninterest expense increased $5 million from fourth quarter 2015, largely reflecting increased depreciation expense related to the Asset Finance lease and loan transfer to non-core. Provision for credit losses was down $20 million, driven by a $2 million reserve release compared to a $14 million reserve build in fourth quarter 2015.

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.

Conference Call

CFG management will host a live conference call today with details as follows:
Time:					9:00 am ET
Dial-in:					(800) 230-1059, conference ID 404800

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

Replay Information: A replay of the conference call will be available beginning at 11:00 am ET on January 20 through February 20, 2017. Please dial (800) 475-6701 and enter access code 404800. 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 $149.5 billion in assets as of December 31, 2016. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. In Consumer Banking, Citizens helps its retail customers “bank better” with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides wealth management, mortgage lending, auto lending, student lending and commercial banking services in select markets nationwide. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services including lending and deposits, capital markets, treasury services, foreign exchange and interest hedging, leasing and asset finance, specialty finance and trade finance. Citizens operates through its subsidiaries Citizens Bank, N.A. and Citizens Bank of Pennsylvania as Citizens Bank, Citizens Commercial Banking and Citizens One. Additional information about Citizens and its full line of products and services can be found at www.citizensbank.com.

Key Performance Metrics and Non-GAAP Financial Measures

Key Performance Metrics:

Our management team uses certain key performance metrics (“KPMs”) to gauge our performance and progress over time in achieving our strategic and operational goals and also in comparing our performance against our peers. In connection with our path to becoming an independent public company, we established the following financial targets, in addition to others, as KPMs. These KPMs are utilized by our management in measuring our progress against financial goals and as a tool in helping assess performance for compensation purposes. These KPMs can largely be found in our Registration Statements on Form S-1 and our periodic reports, which are filed with the Securities and Exchange Commission, and are supplemented from time to time with additional information in connection with our quarterly earnings releases.

Our key performance metrics include:

Return on average tangible common equity (“ROTCE”);

Return on average total tangible assets (“ROTA”);

Efficiency ratio;

Operating leverage; and

Common equity tier 1 capital ratio (Basel III fully phased-in basis).

In establishing goals for these KPMs, we determined that they would be measured on a management-reporting basis, or an operating basis, which we refer to externally as “Adjusted” results. We believe that these “Adjusted” results, which exclude restructuring charges, special items and/or notable items, as applicable, provide the best representation of our underlying financial progress toward these goals as they exclude items that our management does not consider indicative of our on-going financial performance. We have consistently shown these metrics on this basis to investors since our initial public offering in September of 2014. Adjusted KPMs are considered non-GAAP financial measures.

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures. The following tables present reconciliations of our non-GAAP measures. These reconciliations exclude restructuring charges, special items and/or notable items, which are included, where applicable, in the financial results presented in accordance with GAAP. Restructuring charges and special items include expenses related to our efforts to improve processes and enhance efficiencies, as well as rebranding, separation from RBS and regulatory expenses. Notable items include certain revenue or expense items that may occur in a reporting period, which management does not consider indicative of on-going financial performance.

The non-GAAP measures presented below include “noninterest income”, “total revenue”, “noninterest expense”, “pre-provision profit”, “income before income tax expense”, “income tax expense”, “net income”, “net income available to common stockholders”, “other income”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “other operating expense”, and “net income per average common share”, “return on average common equity” and “return on average total assets”.

We believe these non-GAAP measures provide useful information to investors because these are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe restructuring charges, special items and/or notable items in any period do not reflect the operational performance of the business in that period and, accordingly, it is useful to consider these line items with and without restructuring charges, special items and/or notable items. We believe this presentation also increases comparability of period-to-period results.

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

Key performance metrics, non-GAAP financial measures and reconciliations
Adjusted excluding restructuring charges, special items and/or notable items)
($s in millions, except per share data)
						QUARTERLY TRENDS																																						FULL YEAR
																											4Q16 Change																											2016 Change
						4Q16				3Q16					2Q16				1Q16				4Q15				3Q16									4Q15								2016					2015					2015
																												$				%					$			%															$					%
Noninterest income, adjusted:
Noninterest income (GAAP)						$	377			$	435				$	355			$	330			$	362				($58	)			(13	%)			$	15			4	%			$	1,497				$	1,422				$	75					5	%
Less: Special items							—				—					—				—				—				—				—					—			—					—					—					—					—
Less: Notable items							—				67					—				—				—				(67	)			(100	)				—			—					67					—					67					100
Noninterest income, adjusted (non-GAAP)						$	377			$	368				$	355			$	330			$	362			$	9				2	%			$	15			4	%			$	1,430				$	1,422				$	8					1	%
Total revenue, adjusted:
Total revenue (GAAP)			A			$	1,363			$	1,380				$	1,278			$	1,234			$	1,232				($17	)			(1	%)			$	131			11	%			$	5,255				$	4,824				$	431					9	%
Less: Special items							—				—					—				—				—				—				—					—			—					—					—					—					—
Less: Notable items							—				67					—				—				—				(67	)			(100	)				—			—					67					—					67					100
Total revenue, adjusted (non-GAAP)			B			$	1,363			$	1,313				$	1,278			$	1,234			$	1,232			$	50				4	%			$	131			11	%			$	5,188				$	4,824				$	364					8	%
Noninterest expense, adjusted:
Noninterest expense (GAAP)			C			$	847			$	867				$	827			$	811			$	810				($20	)			(2	%)			$	37			5	%			$	3,352				$	3,259				$	93					3	%
Less: Restructuring charges and special items							—				—					—				—				—				—				—					—			—					—					50					(50	)				(100	)
Less: Notable items							—				36					—				—				—				(36	)			(100	)				—			—					36					—					36					100
Noninterest expense, adjusted (non-GAAP)			D			$	847			$	831				$	827			$	811			$	810			$	16				2	%			$	37			5	%			$	3,316				$	3,209				$	107					3	%
Pre-provision profit, adjusted:
Total revenue, adjusted (non-GAAP)						$	1,363			$	1,313				$	1,278			$	1,234			$	1,232			$	50				4	%			$	131			11	%			$	5,188				$	4,824				$	364					8	%
Less: Noninterest expense, adjusted (non-GAAP)							847				831					827				811				810				16				2					37			5					3,316					3,209					107					3
Pre-provision profit, adjusted (non-GAAP)						$	516			$	482				$	451			$	423			$	422			$	34				7	%			$	94			22	%			$	1,872				$	1,615				$	257					16	%
Income before income tax expense, adjusted:
Income before income tax expense (GAAP)						$	414			$	427				$	361			$	332			$	331				($13	)			(3	%)			$	83			25	%			$	1,534				$	1,263				$	271					21	%
Less: Income before income tax expense (benefit) related to restructuring charges and special items							—				—					—				—				—				—				—					—			—					—					(50	)				50					100
Less: Income before income tax expense (benefit) related to notable items							—				31					—				—				—				(31	)			(100	)				—			—					31					—					31					100
Income before income tax expense, adjusted (non-GAAP)						$	414			$	396				$	361			$	332			$	331			$	18				5	%			$	83			25	%			$	1,503				$	1,313				$	190					14	%
Income tax expense, adjusted:
Income tax expense (GAAP)						$	132			$	130				$	118			$	109			$	110			$	2				2	%			$	22			20	%			$	489				$	423				$	66					16	%
Less: Income tax expense (benefit) related to restructuring charges and special items							—				—					—				—				—				—				—					—			—					—					(19	)				19					100
Less: Income tax expense (benefit) related to notable items							—				12					—				—				—				(12	)			(100	)				—			—					12					—					12					100
Income tax expense, adjusted (non-GAAP)						$	132			$	118				$	118			$	109			$	110			$	14				12	%			$	22			20	%			$	477				$	442				$	35					8	%
Net income, adjusted:
Net income (GAAP)			E			$	282			$	297				$	243			$	223			$	221				($15	)			(5	%)			$	61			28	%			$	1,045				$	840				$	205					24	%
Add: Restructuring charges and special items, net of income tax expense (benefit)							—				—					—				—				—				—				—					—			—					—					31					(31	)				(100	)
Add: Notable items, net of income tax expense (benefit)							—				(19	)				—				—				—				19				100					—			—					(19	)				—					(19	)				(100	)
Net income, adjusted (non-GAAP)			F			$	282			$	278				$	243			$	223			$	221			$	4				1	%			$	61			28	%			$	1,026				$	871				$	155					18	%
Net income available to common stockholders, adjusted:
Net income available to common stockholders (GAAP)			G			$	282			$	290				$	243			$	216			$	221				($8	)			(3	%)			$	61			28	%			$	1,031				$	833				$	198					24	%
Add: Restructuring charges and special items, net of income tax expense (benefit)							—				—					—				—				—				—				—					—			—					—					31					(31	)				(100	)
Add: Notable items, net of income tax expense (benefit)							—				(19	)				—				—				—				19				100					—			—					(19	)				—					(19	)				(100	)
Net income available to common stockholders, adjusted (non-GAAP)			H			$	282			$	271				$	243			$	216			$	221			$	11				4	%			$	61			28	%			$	1,012				$	864				$	148					17	%
Effective income tax rate, adjusted:
Effective income tax rate																																													31.9	%				33.5	%
Effective income tax rate, adjusted:																																													31.7					33.7

Key performance metrics, non-GAAP financial measures and reconciliations
(Adjusted excluding restructuring charges, special items and/or notable items)
($s in millions, except per share data)
				QUARTERLY TRENDS																																													FULL YEAR
																													4Q16 Change																														2016 Change
				4Q16					3Q16					2Q16					1Q16					4Q15					3Q16										4Q15											2016					2015				2015
																													$/bps						%				$/bps						%														$/bps						%
Operating leverage:
Total revenue (GAAP)		A		$	1,363				$	1,380				$	1,278				$	1,234				$	1,232					($17	)				(1.23	%)			$	131					10.63	%			$	5,255				$	4,824				$	431					8.93	%
Less: Noninterest expense (GAAP)		C			847					867					827					811					810					(20	)				(2.31	)				37					4.57					3,352					3,259					93					2.85
Operating leverage																																			1.08	%									6.06	%																			6.08	%
Operating leverage, adjusted:
Total revenue, adjusted (non-GAAP)		B		$	1,363				$	1,313				$	1,278				$	1,234				$	1,232				$	50					3.81	%			$	131					10.63	%			$	5,188				$	4,824				$	364					7.55	%
Less: Noninterest expense, adjusted (non-GAAP)		D			847					831					827					811					810					16					1.93					37					4.57					3,316					3,209					107					3.33
Operating leverage, adjusted (non-GAAP)																																			1.88	%									6.06	%																			4.22	%
Efficiency ratio and efficiency ratio, adjusted:
Efficiency ratio		C/A			62.18	%				62.88	%				64.71	%				65.66	%				65.76	%				(70	)		bps							(358	)		bps							63.80	%				67.56	%				(376	)		bps
Efficiency ratio, adjusted (non-GAAP)		D/B			62.18					63.31					64.71					65.66					65.76					(113	)		bps							(358	)		bps							63.92					66.52					(260	)		bps
Return on average common equity and return on average common equity, adjusted:
Average common equity (GAAP)		I		$	19,645				$	19,810				$	19,768				$	19,567				$	19,359					($165	)				(1	%)			$	286					1	%			$	19,698				$	19,354				$	344					2	%
Return on average common equity		G/I			5.70	%				5.82	%				4.94	%				4.45	%				4.51	%				(12	)		bps							119			bps							5.23	%				4.30	%				93			bps
Return on average common equity, adjusted (non-GAAP)		H/I			5.70					5.44					4.94					4.45					4.51					26			bps							119			bps							5.14					4.46					68			bps
Return on average tangible common equity and return on average tangible common equity, adjusted:
Average common equity (GAAP)		I		$	19,645				$	19,810				$	19,768				$	19,567				$	19,359					($165	)				(1	%)			$	286					1	%			$	19,698				$	19,354				$	344					2	%
Less: Average goodwill (GAAP)					6,876					6,876					6,876					6,876					6,876					—					—					—					—					6,876					6,876					—					—
Less: Average other intangibles (GAAP)					1					1					2					3					3					—					—					(2	)				(67	)				2					4					(2	)				(50	)
Add: Average deferred tax liabilities related to goodwill (GAAP)					523					509					496					481					468					14					3					55					12					502					445					57					13
Average tangible common equity		J		$	13,291				$	13,442				$	13,386				$	13,169				$	12,948					($151	)				(1	%)			$	343					3	%			$	13,322				$	12,919				$	403					3	%
Return on average tangible common equity		G/J			8.43	%				8.58	%				7.30	%				6.61	%				6.75	%				(15	)		bps							168			bps							7.74	%				6.45	%				129			bps
Return on average tangible common equity, adjusted (non-GAAP)		H/J			8.43					8.02					7.30					6.61					6.75					41			bps							168			bps							7.60					6.69					91			bps
Return on average total assets and return on average total assets, adjusted:
Average total assets (GAAP)		K		$	147,315				$	144,399				$	142,179				$	138,780				$	136,298				$	2,916					2	%			$	11,017					8	%			$	143,183				$	135,070				$	8,113					6	%
Return on average total assets		E/K			0.76	%				0.82	%				0.69	%				0.65	%				0.64	%				(6	)		bps							12			bps							0.73	%				0.62	%				11			bps
Return on average total assets, adjusted (non-GAAP)		F/K			0.76					0.77					0.69					0.65					0.64					(1	)		bps							12			bps							0.72					0.64					8			bps
Return on average total tangible assets and return on average total tangible assets, adjusted:
Average total assets (GAAP)		K		$	147,315				$	144,399				$	142,179				$	138,780				$	136,298				$	2,916					2	%			$	11,017					8	%			$	143,183				$	135,070				$	8,113					6	%
Less: Average goodwill (GAAP)					6,876					6,876					6,876					6,876					6,876					—					—					—					—					6,876					6,876					—					—
Less: Average other intangibles (GAAP)					1					1					2					3					3					—					—					(2	)				(67	)				2					4					(2	)				(50	)
Add: Average deferred tax liabilities related to goodwill (GAAP)					523					509					496					481					468					14					3					55					12					502					445					57					13
Average tangible assets		L		$	140,961				$	138,031				$	135,797				$	132,382				$	129,887				$	2,930					2	%			$	11,074					9	%			$	136,807				$	128,635				$	8,172					6	%
Return on average total tangible assets		E/L			0.79	%				0.86	%				0.72	%				0.68	%				0.67	%				(7	)		bps							12			bps							0.76	%				0.65	%				11			bps
Return on average total tangible assets, adjusted (non-GAAP)		F/L			0.79					0.80					0.72					0.68					0.67					(1	)		bps							12			bps							0.75					0.68					7			bps

Key performance metrics, non-GAAP financial measures and reconciliations
(Adjusted excluding restructuring charges, special items and/or notable items)
($s in millions, except per share data)
				QUARTERLY TRENDS																																										FULL YEAR
																													4Q16 Change																									2016 Change
				4Q16					3Q16					2Q16					1Q16					4Q15					3Q16								4Q15										2016				2015			2015
																													$/bps				%				$/bps					%												$/bps					%
Tangible book value per common share:
Common shares - at end of period (GAAP)		M			511,954,871					518,148,345					529,094,976					528,933,727					527,774,428				(6,193,474	)			(1	%)				(15,819,557	)			(3	%)				511,954,871				527,774,428				(15,819,557	)			(3	%)
Common stockholders' equity (GAAP)				$	19,499				$	19,934				$	19,979				$	19,718				$	19,399				($435	)			(2	)			$	100				1				$	19,499			$	19,399			$	100				1
Less: Goodwill (GAAP)					6,876					6,876					6,876					6,876					6,876				—				—					—				—					6,876				6,876				—				—
Less: Other intangible assets (GAAP)					1					1					2					3					3				—				—					(2	)			(67	)				1				3				(2	)			(67	)
Add: Deferred tax liabilities related to goodwill (GAAP)					532					519					507					494					480				13				3					52				11					532				480				52				11
Tangible common equity		N		$	13,154				$	13,576				$	13,608				$	13,333				$	13,000				($422	)			(3	%)			$	154				1	%			$	13,154			$	13,000			$	154				1	%
Tangible book value per common share		N/M		$	25.69				$	26.20				$	25.72				$	25.21				$	24.63				($0.51	)			(2	%)			$	1.06				4	%			$	25.69			$	24.63			$	1.06				4	%
Net income per average common share - basic and diluted, adjusted:
Average common shares outstanding - basic (GAAP)		O			512,015,920					519,458,976					528,968,330					528,070,648					527,648,630				(7,443,056	)			(1	%)				(15,632,710	)			(3	%)				522,093,545				535,599,731				(13,506,186	)			(3	%)
Average common shares outstanding - diluted (GAAP)		P			513,897,085					521,122,466					530,365,203					530,446,188					530,275,673				(7,225,381	)			(1	)				(16,378,588	)			(3	)				523,930,718				538,220,898				(14,290,180	)			(3	)
Net income available to common stockholders (GAAP)		G		$	282				$	290				$	243				$	216				$	221				($8	)			(3	)			$	61				28				$	1,031			$	833			$	198				24
Net income per average common share - basic (GAAP)		G/O			0.55					0.56					0.46					0.41					0.42				(0.01	)			(2	)				0.13				31					1.97				1.55				0.42				27
Net income per average common share - diluted (GAAP)		G/P			0.55					0.56					0.46					0.41					0.42				(0.01	)			(2	)				0.13				31					1.97				1.55				0.42				27
Net income available to common stockholders, adjusted (non-GAAP)		H			282					271					243					216					221				11				4					61				28					1,012				864				148				17
Net income per average common share - basic, adjusted (non-GAAP)		H/O			0.55					0.52					0.46					0.41					0.42				0.03				6					0.13				31					1.94				1.61				0.33				20
Net income per average common share - diluted, adjusted (non-GAAP)		H/P			0.55					0.52					0.46					0.41					0.42				0.03				6					0.13				31					1.93				1.61				0.32				20
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 (regulatory)				$	13,822				$	13,763				$	13,768				$	13,570				$	13,389
Less: Change in DTA and other threshold deductions (GAAP)					—					—					1					1					2
Pro forma Basel III fully phased-in common equity tier 1		Q		$	13,822				$	13,763				$	13,767				$	13,569				$	13,387
Risk-weighted assets (regulatory general risk weight approach)				$	123,857				$	121,612				$	119,492				$	116,591				$	114,084
Add: Net change in credit and other risk-weighted assets (regulatory)					244					228					228					232					244
Pro forma Basel III standardized approach risk-weighted assets		R		$	124,101				$	121,840				$	119,720				$	116,823				$	114,328
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1		Q/R			11.1	%				11.3	%				11.5	%				11.6	%				11.7	%

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

Key performance metrics, non-GAAP financial measures and reconciliations
(Adjusted excluding restructuring charges, special items and/or notable items)
($s in millions, except per share data)
			QUARTERLY TRENDS																																							FULL YEAR
																								4Q16 Change																										2016 Change
			4Q16				3Q16				2Q16				1Q16				4Q15					3Q16									4Q15										2016				2015			2015
																									$				%					$				%													$				%
Other income, adjusted
Other income (GAAP)			$	28			$	90			$	18			$	16			$	23					($62	)			(69	%)			$	5				22	%			$	152			$	94			$	58				62	%
Less: Special items				—				—				—				—				—					—				—					—				—					—				—				—				—
Less: Notable items				—				67				—				—				—					(67	)			(100	)				—				—					67				—				67				100
Other income, adjusted (non-GAAP)			$	28			$	23			$	18			$	16			$	23				$	5				22	%			$	5				22	%			$	85			$	94				($9	)			(10	%)
Salaries and employee benefits, adjusted:
Salaries and employee benefits (GAAP)			$	420			$	432			$	432			$	425			$	402					($12	)			(3	%)			$	18				4	%			$	1,709			$	1,636			$	73				4	%
Less: Restructuring charges and special items				—				—				—				—				(2	)				—				—					2				100					—				3				(3	)			(100	)
Less: Notable items				—				11				—				—				—					(11	)			(100	)				—				—					11				—				11				100
Salaries and employee benefits, adjusted (non-GAAP)			$	420			$	421			$	432			$	425			$	404					($1	)			0	%			$	16				4	%			$	1,698			$	1,633			$	65				4	%
Outside services, adjusted:
Outside services (GAAP)			$	98			$	102			$	86			$	91			$	104					($4	)			(4	%)				($6	)			(6	%)			$	377			$	371			$	6				2	%
Less: Restructuring charges and special items				—				—				—				—				2					—				—					(2	)			(100	)				—				26				(26	)			(100	)
Less: Notable items				—				8				—				—				—					(8	)			(100	)				—				—					8				—				8				100
Outside services, adjusted (non-GAAP)			$	98			$	94			$	86			$	91			$	102				$	4				4	%				($4	)			(4	%)			$	369			$	345			$	24				7	%
Occupancy, adjusted:
Occupancy (GAAP)			$	77			$	78			$	76			$	76			$	74					($1	)			(1	%)			$	3				4	%			$	307			$	319				($12	)			(4	%)
Less: Restructuring charges and special items				—				—				—				—				—					—				—					—				—					—				17				(17	)			(100	)
Less: Notable items				—				—				—				—				—					—				—					—				—					—				—				—				—
Occupancy, adjusted (non-GAAP)			$	77			$	78			$	76			$	76			$	74					($1	)			(1	%)			$	3				4	%			$	307			$	302			$	5				2	%
Equipment expense, adjusted:
Equipment expense (GAAP)			$	69			$	65			$	64			$	65			$	67				$	4				6	%			$	2				3	%			$	263			$	257			$	6				2	%
Less: Restructuring charges and special items				—				—				—				—				—					—				—					—				—					—				1				(1	)			(100	)
Less: Notable items				—				—				—				—				—					—				—					—				—					—				—				—				—
Equipment expense, adjusted (non-GAAP)			$	69			$	65			$	64			$	65			$	67				$	4				6	%			$	2				3	%			$	263			$	256			$	7				3	%
Amortization of software, adjusted:
Amortization of software (GAAP)			$	44			$	46			$	41			$	39			$	38					($2	)			(4	%)			$	6				16	%			$	170			$	146			$	24				16	%
Less: Restructuring charges and special items				—				—				—				—				—					—				—					—				—					—				—				—				—
Less: Notable items				—				3				—				—				—					(3	)			(100	)				—				—					3				—				3				100
Amortization of software, adjusted (non-GAAP)			$	44			$	43			$	41			$	39			$	38				$	1				2	%			$	6				16	%			$	167			$	146			$	21				14	%
Other operating expense, adjusted:
Other operating expense (GAAP)			$	139			$	144			$	128			$	115			$	125					($5	)			(3	%)			$	14				11	%			$	526			$	530				($4	)			(1	%)
Less: Restructuring charges and special items				—				—				—				—				—					—				—					—				—					—				3				(3	)			(100	)
Less: Notable items				—				14				—				—				—					(14	)			(100	)				—				—					14				—				14				100
Other operating expense, adjusted (non-GAAP)			$	139			$	130			$	128			$	115			$	125				$	9				7	%			$	14				11	%			$	512			$	527				($15	)			(3	%)
Restructuring charges, special expense items and notable expense items include:
Restructuring charges			$	—			$	—			$	—			$	—			$	—				$	—				—	%			$	—				—	%			$	—			$	26				($26	)			(100	)%
Special items				—				—				—				—				—					—				—					—				—					—				24				(24	)			(100	)
Notable items				—				36				—				—				—					(36	)			(100	)				—				—					36				—				36				100
Restructuring charges, special expense items and notable expense items			$	—			$	36			$	—			$	—			$	—					($36	)			(100	%)			$	—				—	%			$	36			$	50				($14	)			(28	%)

Key performance metrics, non-GAAP financial measures and reconciliations – segments
($s in millions)
				THREE MONTHS ENDED DEC 31,																					THREE MONTHS ENDED SEPT 30,
				2016																					2016
				ConsumerBanking					CommercialBanking					Other					Consolidated						ConsumerBanking					CommercialBanking					Other					Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)		A		$	92				$	172				$	18				$	282					$	92				$	162				$	43				$	297
Less: Preferred stock dividends					—					—					—					—						—					—					7					7
Net income available to common stockholders		B		$	92				$	172				$	18				$	282					$	92				$	162				$	36				$	290
Return on average tangible common equity:
Average common equity (GAAP)				$	5,275				$	5,278				$	9,092				$	19,645					$	5,190				$	5,172				$	9,448				$	19,810
Less: Average goodwill (GAAP)					—					—					6,876					6,876						—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					1					1						—					—					1					1
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					523					523						—					—					509					509
Average tangible common equity		C		$	5,275				$	5,278				$	2,738				$	13,291					$	5,190				$	5,172				$	3,080				$	13,442
Return on average tangible common equity		B/C			6.97	%				12.94	%				NM					8.43	%					7.04	%				12.50	%				NM					8.58	%
Return on average total tangible assets:
Average total assets (GAAP)				$	58,066				$	48,024				$	41,225				$	147,315					$	56,689				$	47,902				$	39,808				$	144,399
Less: Average goodwill (GAAP)					—					—					6,876					6,876						—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					1					1						—					—					1					1
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					523					523						—					—					509					509
Average tangible assets		D		$	58,066				$	48,024				$	34,871				$	140,961					$	56,689				$	47,902				$	33,440				$	138,031
Return on average total tangible assets		A/D			0.63	%				1.42	%				NM					0.79	%					0.64	%				1.35	%				NM					0.86	%
Efficiency ratio:
Noninterest expense (GAAP)		E		$	649				$	187				$	11				$	847					$	650				$	181				$	36				$	867
Net interest income (GAAP)					639					347					—					986						621					327					(3	)				945
Noninterest income (GAAP)					227					122					28					377						229					123					83					435
Total revenue (GAAP)		F		$	866				$	469				$	28				$	1,363					$	850				$	450				$	80				$	1,380
Efficiency ratio		E/F			74.90	%				39.83	%				NM					62.18	%					76.46	%				40.21	%				NM					62.88	%
				THREE MONTHS ENDED JUNE 30,																					THREE MONTHS ENDED MAR 31,
				2016																					2016
				ConsumerBanking					CommercialBanking					Other					Consolidated						ConsumerBanking					CommercialBanking					Other					Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)		A		$	90				$	164					($11	)			$	243					$	71				$	133				$	19				$	223
Less: Preferred stock dividends					—					—					—					—						—					—					7					7
Net income available to common stockholders		B		$	90				$	164					($11	)			$	243					$	71				$	133				$	12				$	216
Return on average tangible common equity:
Average common equity (GAAP)				$	5,110				$	5,040				$	9,618				$	19,768					$	5,089				$	4,790				$	9,688				$	19,567
Less: Average goodwill (GAAP)					—					—					6,876					6,876						—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					2					2						—					—					3					3
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					496					496						—					—					481					481
Average tangible common equity		C		$	5,110				$	5,040				$	3,236				$	13,386					$	5,089				$	4,790				$	3,290				$	13,169
Return on average tangible common equity		B/C			7.09	%				13.04	%				NM					7.30	%					5.59	%				11.19	%				NM					6.61	%
Return on average total tangible assets:
Average total assets (GAAP)				$	55,660				$	47,388				$	39,131				$	142,179					$	55,116				$	45,304				$	38,360				$	138,780
Less: Average goodwill (GAAP)					—					—					6,876					6,876						—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					2					2						—					—					3					3
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					496					496						—					—					481					481
Average tangible assets		D		$	55,660				$	47,388				$	32,749				$	135,797					$	55,116				$	45,304				$	31,962				$	132,382
Return on average total tangible assets		A/D			0.65	%				1.39	%				NM					0.72	%					0.52	%				1.18	%				NM					0.68	%
Efficiency ratio:
Noninterest expense (GAAP)		E		$	632				$	186				$	9				$	827					$	616				$	187				$	8				$	811
Net interest income (GAAP)					602					314					7					923						581					300					23					904
Noninterest income (GAAP)					219					122					14					355						208					99					23					330
Total revenue (GAAP)		F		$	821				$	436				$	21				$	1,278					$	789				$	399				$	46				$	1,234
Efficiency ratio		E/F			76.98	%				42.88	%				NM					64.71	%					78.08	%				46.74	%				NM					65.66	%
				THREE MONTHS ENDED DEC 31,
				2015
				ConsumerBanking					CommercialBanking					Other					Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)		A		$	67				$	152				$	2				$	221
Less: Preferred stock dividends					—					—					—					—
Net income available to common stockholders		B		$	67				$	152				$	2				$	221
Return on average tangible common equity:
Average common equity (GAAP)				$	4,831				$	4,787				$	9,741				$	19,359
Less: Average goodwill (GAAP)					—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					3					3
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					468					468
Average tangible common equity		C		$	4,831				$	4,787				$	3,330				$	12,948
Return on average tangible common equity		B/C			5.50	%				12.57	%				NM					6.75	%
Return on average total tangible assets:
Average total assets (GAAP)				$	54,065				$	43,835				$	38,398				$	136,298
Less: Average goodwill (GAAP)					—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					3					3
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					468					468
Average tangible assets		D		$	54,065				$	43,835				$	31,987				$	129,887
Return on average total tangible assets		A/D			0.49	%				1.37	%				NM					0.67	%
Efficiency ratio:
Noninterest expense (GAAP)		E		$	624				$	180				$	6				$	810
Net interest income (GAAP)					565					301					4					870
Noninterest income (GAAP)					226					107					29					362
Total revenue (GAAP)		F		$	791				$	408				$	33				$	1,232
Efficiency ratio		E/F			78.85	%				44.02	%				NM					65.76	%

Key performance metrics, non-GAAP financial measures and reconciliations – segments
($s in millions)
				FULL YEAR
				2016																			2015
				ConsumerBanking					CommercialBanking					Other				Consolidated					ConsumerBanking					CommercialBanking					Other					Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)		A		$	345				$	631				$	69			$	1,045				$	262				$	579					($1	)			$	840
Less: Preferred stock dividends					—					—					14				14					—					—					7					7
Net income available to common stockholders		B		$	345				$	631				$	55			$	1,031				$	262				$	579					($8	)			$	833
Return on average tangible common equity:
Average common equity (GAAP)				$	5,166				$	5,071				$	9,461			$	19,698				$	4,739				$	4,666				$	9,949				$	19,354
Less: Average goodwill (GAAP)					—					—					6,876				6,876					—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					2				2					—					—					4					4
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					502				502					—					—					445					445
Average tangible common equity		C		$	5,166				$	5,071				$	3,085			$	13,322				$	4,739				$	4,666				$	3,514				$	12,919
Return on average tangible common equity		B/C			6.68	%				12.44	%				NM				7.74	%				5.53	%				12.41	%				NM					6.45	%
Return on average total tangible assets:
Average total assets (GAAP)				$	56,388				$	47,159				$	39,636			$	143,183				$	52,848				$	42,800				$	39,422				$	135,070
Less: Average goodwill (GAAP)					—					—					6,876				6,876					—					—					6,876					6,876
Average other intangibles (GAAP)					—					—					2				2					—					—					4					4
Add: Average deferred tax liabilities related to goodwill (GAAP)					—					—					502				502					—					—					445					445
Average tangible assets		D		$	56,388				$	47,159				$	33,260			$	136,807				$	52,848				$	42,800				$	32,987				$	128,635
Return on average total tangible assets		A/D			0.61	%				1.34	%				NM				0.76	%				0.50	%				1.35	%				NM					0.65	%
Efficiency ratio:
Noninterest expense (GAAP)		E		$	2,547				$	741				$	64			$	3,352				$	2,456				$	709				$	94				$	3,259
Net interest income (GAAP)					2,443					1,288					27				3,758					2,198					1,162					42					3,402
Noninterest income (GAAP)					883					466					148				1,497					910					415					97					1,422
Total revenue (GAAP)		F		$	3,326				$	1,754				$	175			$	5,255				$	3,108				$	1,577				$	139				$	4,824
Efficiency ratio		E/F			76.57	%				42.26	%				NM				63.80	%				79.02	%				44.94	%				NM					67.56	%

Forward-Looking Statements

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

Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ, materially, from those in the forward-looking statements include the following, without limitation:

• negative economic conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense;
• the rate of growth in the economy and employment levels, as well as general business and economic conditions;
• our ability to implement our strategic plan, including the cost savings and efficiency components, and achieve our indicative performance targets;
• our ability to remedy regulatory deficiencies and meet supervisory requirements and expectations;
• liabilities and business restrictions resulting from litigation and regulatory investigations;
• our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable terms;
• the effect of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;
• changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;
• the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;
• financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;
• a failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and
• management’s ability to identify and manage these and other risks.

In addition to the above factors, we also caution that the amount and timing of any future common stock dividends or share repurchases will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries), and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the United States Securities and Exchange Commission on February 26, 2016.

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

CFG-IR

View source version on businesswire.com: http://www.businesswire.com/news/home/20170120005124/en/

Citizens Financial Group, Inc.
Media:
Peter Lucht, 781-655-2289
or
Investors:
Ellen A. Taylor, 203-900-6854

Source: Citizens Financial Group, Inc.