Citizens Financial : 4Q19 EARNINGS RELEASE

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

$450 million and EPS of $0.98

Underlying net income of $454 million with EPS of $0.99*

Record noninterest income up 17% year over year, paced by strong results in mortgage banking with record

results in capital markets and foreign exchange and interest rate products 2019 net income of $1.8 billion and EPS of $3.81

2019 Underlying net income of $1.8 billion up 4% and EPS of $3.84 up 8% from 2018

Tangible book value per share of $32.08 up 12% year over year Board declares an 8% increase in quarterly common stock dividend

PROVIDENCE, RI (January 17, 2020) Citizens Financial Group, Inc. (NYSE: CFG or "Citizens") today reported fourth quarter net income of $450 million, down 3% from $465 million in fourth quarter 2018, with earnings per share of $0.98, up 2% from $0.96 per share in fourth quarter 2018. Fourth quarter 2019 results reflect a net $4 million, or $(0.01) per share, after-tax reduction from notable items compared with a net $9 million, or $(0.02) per share, in fourth quarter 2018 and a net $4 million, or $(0.01) per share, in third quarter 2019. Full year 2019 net income available to common stockholders of $1.7 billion compares with $1.7 billion in 2018, with EPS of $3.81, up 8% from $3.52 in 2018. 2019 ROTCE of 12.6% compares with 12.9% in 2018. 2019 results reflect a net $17 million after-tax reduction, or $(0.03) per fully diluted share, from notable items compared with a net $16 million, or $(0.04) per share, in 2018.

On an Underlying basis, which excludes notable items, fourth quarter 2019 net income available to common stockholders of $431 million decreased 6% from fourth quarter 2018 and 1% from third quarter 2019. Underlying EPS of $0.99 per share increased 1% from fourth quarter 2018 and 1% from third quarter 2019. Underlying fourth quarter 2019 ROTCE of 12.5% compares with 14.1% in fourth quarter 2018 and 12.6% in third quarter 2019. Tangible book value per common share of $32.08 increased 12% from fourth quarter 2018 and 2% from third quarter 2019. On an Underlying basis, full year 2019 net income available to common stockholders of $1.7 billion increased 2% and diluted EPS of $3.84 increased 8% from 2018 levels. On an Underlying basis, 2019 ROTCE of 12.8% compares with 13.1% in 2018 reflecting the challenging rate environment.

"We are pleased to report solid results this quarter, as strength in our fee-based businesses and good loan growth in Consumer and Commercial offset pressure on net interest margin from the external rate environment," said Chairman and Chief Executive Officer Bruce Van Saun. "We are pleased with the progress we made this year in building out our capabilities, enhancing customer advice and experience, and positioning our technology eco-system for the future. Success in 2020 will require further disciplined execution, but the building blocks are in place with our TOP 6 program and related strategic initiatives."

Citizens' board of directors has declared an 8% increase in its quarterly cash dividend to $0.39 per common share. The first quarter dividend is now 22% higher than a year ago. The dividend is payable on February 12, 2020 to shareholders of record at the close of business on January 29, 2020.

*References in this release to "Underlying" results exclude notable items and are Non-GAAP Financial Measures. "Underlying results before the impact of Acquisitions" exclude the impact of acquisitions that occurred after second quarter 2018 and notable items, as applicable. Where there is a reference to "Underlying" results in a paragraph, all measures that follow these references are on the same basis. Additional information regarding the impact of notable items and Acquisitions on our results is described in this release. Please see the end of this release for important information on our use of Key Performance Metrics and Non-GAAP Financial Measures, as applicable, and their reconciliation to GAAP financial measures. References in this release to balance sheet items are on an average basis and loans exclude loans held for sale ("LHFS") unless otherwise noted. References to net interest margin are on a fully taxable equivalent ("FTE") basis and all references to earnings per share represent fully diluted per common share. References to consolidated and/or commercial loans and loan growth include leases. The "Company" refers to Citizens. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

Citizens Financial Group, Inc.

Fourth quarter 2019 vs. fourth quarter 2018

Key highlights

• Fourth quarter results reflect revenue growth of $44 million, or 3%; up 2% on an Underlying basis, despite the challenging rate environment. Record Underlying noninterest income up 16%, paced by strong results in mortgage banking with record results in capital markets and foreign exchange and interest rate products.
• Fourth quarter 2019 results reflect a net $4 million after-tax reduction, or $(0.01) per share, from notable items compared with a net $9 million after-tax reduction, or $(0.02) per share, in fourth quarter 2018. Fourth quarter 2019 notable items, including a $24 million benefit, or $0.06 per share, largely tied to legacy tax matters, lowered the reported effective tax rate from approximately 21.5% to 16.8%, which helped offset TOP and integration costs.
• Results reflect an efficiency ratio of 60.3% and ROTCE of 12.4%; delivered an Underlying efficiency ratio of 58.0% and ROTCE of 12.5%.
• Period-endloan-to-deposit ratio of 95.0% improved from 97.6%.
• Tangible book value per common share of $32.08 increased 12%. Fully diluted average common shares outstanding decreased 32.6 million shares, or 7%.

Results

• Underlying total revenue increased $39 million, or 2%, reflecting strength in noninterest income and lower net interest income.
• • Net interest income decreased 2%, reflecting the challenging rate and yield curve environment, partially offset by the impact of 4% growth in interest-earning assets.
  • Net interest margin of 3.06% decreased 19 basis points, reflecting the impact of lower rates and higher prepayments on interest-earning asset yields, partially offset by the benefit of continued mix shift towards better-returning assets and deposit pricing discipline.
  • Record Underlying noninterest income of $494 million increased $68 million, or 16%, driven by strong results in mortgage banking, record results in capital markets and foreign exchange and interest rate products and solid performance in trust and investment services fees.
  • Noninterest expense increased 4%. Underlying noninterest expense of $949 million increased 5% reflecting higher salaries and employee benefits, equipment and software expense and outside services, given the impact of merit increases, higher revenue-driven incentives and investments in strategic growth initiatives.
• Provision expense of $110 million compares with $85 million in fourth quarter 2018, largely reflecting several modest losses in Commercial and the impact of continued seasoning in retail growth portfolios. Key credit metrics continue to reflect overall strong credit quality.
• ROTCE of 12.4% compares with 13.8% for fourth quarter 2018. Underlying ROTCE of 12.5% compares with 14.1% for fourth quarter 2018 and reflects an approximate 85 basis point drag from higher tangible common equity value, given the positive impact of lower long-term rates on securities valuations.

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Citizens Financial Group, Inc.

Balance Sheet

• Average interest-earning assets increased $5.1 billion, or 4%, driven by 3% loan growth in commercial and retail. Loans increased 4% before the impact of 2019 loan sales activity tied to Balance Sheet Optimization initiatives.
• Average deposits increased $7.9 billion, or 7%, reflecting growth in money market accounts, savings, term deposits and checking with interest. The average loan-to-deposit ratio improved to 94.6% from 98.4%; period-endloan-to-deposit ratio improved to 95.0% from 97.6% in fourth quarter 2018.
• Nonperforming loans and leases ("NPLs") to loans and leases ratio of 0.59% improved from 0.66%, reflecting a decrease in retail, partially offset by an increase in commercial.
• Allowance coverage of NPLs of 178% improved from 162%.
• Capital remains strong, with a common equity tier 1 ("CET1") risk-based capital ratio of 10.0%.
• Repurchased 10.9 million shares of common stock at a weighted average price of $36.68 in the quarter. Including common dividends, returned $558 million in capital to shareholders.

Year-over-year update on plan execution

Consumer Banking

• Continued balance sheet momentum, with 3% loan growth, or 5% before the impact of 2019 loan sales activity, including continued growth in more attractive risk-adjusted return categories; 8% deposit growth, including 3% growth in demand deposits.
• Strong development of and results in our fee income businesses. Generated robust mortgage banking fees, up 45%, and trust and investment services fees, up 21%.
• Citizens Access®, our nationwide digital platform, ended the year with deposits of $5.8 billion.

Commercial Banking

• Strong balance sheet performance with 3% loan growth, driven by geographic, product and client-focused expansion strategies.
• Continue to benefit from investments in broadening and enhancing our capabilities and the diversification of our fee- based businesses. Record fee revenues of $175 million reflect growth in our customer base and deepening of relationships. Completed client migration to our upgraded cash management platform during the quarter.

Efficiency and balance sheet optimization initiatives

• TOP 5 program efficiency and revenue initiatives achieved approximately $125 million year-end 2019 pre-taxrun-rate benefit.
• The transformational TOP 6 program is well underway, with a target of approximately $300-$325 million in pre-tax run- rate benefit by year-end 2021.
• Continued progress on Balance Sheet Optimization initiatives to grow more attractive risk-adjusted return portfolios and optimize deposit mix. Several portfolio actions expected to boost NIM and ROTCE are under consideration.

3

Citizens Financial Group, Inc.

Fourth quarter 2019 vs. third quarter 2019

Key highlights

• Fourth quarter highlights include broadly stable revenue despite the impact of a challenging yield curve environment. Continued strength in noninterest income reflects record results in capital markets and foreign exchange and interest rate products.
• Fourth quarter 2019 results reflect a net $4 million after-tax reduction, or $(0.01) per share, from notable items compared with a net $4 million after-tax reduction, or ($0.01) per share, in third quarter 2019. Fourth quarter 2019 notable items, including a $24 million benefit, or $0.06 per share, largely tied to legacy tax matters, lowered the reported effective tax rate from approximately 21.5% to 16.8%.

Linked quarter trends reflect the impact of a third quarter 2019 aircraft lease restructuring transaction, given our continuing efforts to accelerate the rundown of the non-core lease portfolio. This transaction increased other noninterest income $7 million, noninterest expense $10 million and net charge-offs and provision expense $5 million and decreased pre-provision net revenue $3 million.

• ROTCE was 12.4%; Underlying ROTCE of 12.5% compares with 12.6% in third quarter 2019.
• Tangible book value per common share of $32.08 increased 2%. Fully diluted average common shares outstanding decreased 10.6 million, or 2%.
• Results reflect an efficiency ratio of 60.3%; Underlying efficiency ratio of 58.0% compares with 58.2% in third quarter 2019, reflecting broadly stable revenue and well-controlled expenses.

Results

• Total revenue of $1.6 billion reflects broadly stable net interest income and noninterest income.
• Net interest income of $1.1 billion was relatively stable, as the impact of lower interest-earning asset yields given the challenging rate environment was largely offset by the benefit of loan growth and reduced funding costs.
• Net interest margin of 3.06% decreased 6 basis points as a reduction in interest-earning asset yields was only partially offset by the benefit of lower funding costs given lower short-term rates. Interest-bearing deposit costs decreased 15 basis points, reflecting strong pricing discipline.
• Record noninterest income of $494 million was up slightly, as record results in capital markets and foreign exchange and interest rate products and solid results in trust and investment services fees were offset by a decrease in mortgage banking fees from record third quarter 2019 levels. Results also reflect a $7 million decrease from third quarter 2019 levels tied to the lease transaction.
• Noninterest expense of $986 million increased $13 million, or 1%, including the impact of notable items. On an Underlying basis, noninterest expense of $949 million decreased $5 million, or 1%, largely reflecting a $10 million impact from the third quarter 2019 lease transaction and lower salaries and employee benefits, partially offset by seasonally higher outside services.
• Provision expense of $110 million increased from $101 million in the prior quarter, largely reflecting retail seasonality and continued seasoning in retail growth portfolios, partially offset by lower commercial.

Balance sheet

• Average interest-earning assets increased $2.4 billion, or 2%, driven by 1% loan growth. Average loan growth reflected the $419 million average impact of the transfer of $1.1 billion of mortgages to loans held for sale in connection with Balance Sheet Optimization initiatives. Average loans were up 2% before the impact of this sales activity.

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Citizens Financial Group, Inc.

• Average deposits increased $1.7 billion, reflecting growth in money market accounts, demand deposits, savings and checking with interest, partially offset by a decrease in term deposits.
• Average loan-to-deposit ratio of 94.6% was stable with the third quarter 2019; period-endloan-to-deposit ratio of 95.0% compares to 94.5% in third quarter 2019.
• NPLs to loans and leases ratio of 0.59% compares to 0.63% in third quarter 2019; allowance coverage of NPLs of 178% compares to 171% in third quarter 2019.

2019 vs. 2018

Key Highlights

• Full year 2019 net income available to common stockholders of $1.7 billion increased $26 million, or 2%, with EPS of $3.81 up 8% from $3.52 in 2018.
• 2019 results reflect a net $17 million after-tax reduction, or ($0.03) per fully diluted share, from notable items compared with a net $16 million after-tax reduction, or ($0.04) per share, in 2018.
• On an Underlying basis, full year 2019 net income available to common stockholders of $1.7 billion increased 2% and diluted EPS of $3.84 increased 8% from 2018 levels.
• ROTCE of 12.6% compares with 12.9%. Underlying ROTCE of 12.8% compares with 13.1% and reflects an approximate 50 basis point drag from higher tangible common equity value, given the positive impact of lower long-term rates on securities valuations.
• Tangible book value per common share was $32.08, up 12%.

Results

• Total revenue of $6.5 billion increased $363 million, or 6%, driven by a 2% increase in net interest income and a 18% increase in noninterest income. Underlying total revenue, before the impact of Acquisitions, of $6.3 billion, increased $198 million, or 3.3%.
• • Net interest income results reflect 4% average loan growth and a 6 basis point decline in net interest margin given the challenging yield curve environment.
  • Noninterest income of $1.9 billion increased 18% with record results in mortgage banking, capital markets, foreign exchange and interest rate products, card fees and trust and investment services fees. Before the impact of Acquisitions, noninterest income increased 9%.
• Noninterest expense of $3.8 billion increased 6% driven by the $103 million impact of Acquisitions and notable items. Before the impact of notable items and Acquisitions, noninterest expense of $3.6 billion increased 3.6% and included the impact of continued investments to diversify our platform and drive future revenue growth.
• Efficiency ratio of 59.3% compares with 59.1% for 2018. On an Underlying basis, the efficiency ratio of 58.2% compares to 58.1% in 2018.

Balance Sheet

• Average interest-earning assets increased $5.5 billion, or 3.9%, driven by 3.9% loan growth, with 5.2% loan growth in commercial and 2.7% loan growth in retail. Loan growth was 4.5% before the impact of 2019 loan sales activity tied to Balance Sheet Optimization initiatives.
• Average deposits increased $7.4 billion, or 6%, reflecting growth in savings, term deposits and checking with interest.

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Citizens Financial Group, Inc.

• The average loan-to-deposit ratio improved to 95.6% from 97.9%; period-endloan-to-deposit ratio improved to 95.0% from 97.6%.
• Nonperforming loans and leases ("NPLs") to loans and leases ratio of 0.59% improved from 0.66%, reflecting a decrease in retail, partially offset by an increase in commercial.
• Allowance coverage of NPLs of 178% improved from 162%.
• Capital remains strong, with a CET1 risk-based capital ratio of 10.0%, compared with 10.6% at year-end 2018.
• Repurchased 34 million shares of common stock at a weighted-average price of $35.56, and including common dividends, returned $1.84 billion to common shareholders, up 23%.

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Citizens Financial Group, Inc.

Earnings highlights:

						Quarterly Trends										Full Year
																				2019
									4Q19 change from
																							change
($s in millions, except per share data)		4Q19		3Q19		4Q18			3Q19				4Q18				2019		2018			from 2018
Earnings									$/bps	%			$/bps	%			$		$				$
Net interest income	$	1,143	$	1,145	$	1,172	$	(2)	-% %	$	(29)	(2) %		$ 4,614	$ 4,532			$	82
Noninterest income		494		493		421			1	-			73	17			1,877		1,596				281
Total revenue		1,637		1,638		1,593			(1)	-			44	3			6,491		6,128				363
Noninterest expense		986		973		951			13	1			35	4			3,847		3,619				228
Pre-provision profit		651		665		642			(14)	(2)			9	1			2,644		2,509				135
Provision for credit losses		110		101		85			9	9			25	29			393		326				67
Net income		450		449		465			1	-			(15)	(3)			1,791		1,721				70
Preferred dividends		23		17		15			6	35			8	53			73		29				44
Net income available to common stockholders	$	427	$	432	$	450	$	(5)	(1) %	$	(23)	(5) %		$ 1,718	$ 1,692			$	26
After-tax notable Items		4		4		9			-	-			(5)	(56)			17		16				1
Underlying net income	$	454	$	453	$	474	$	1	-% %	$	(20)	(4) %		$ 1,808	$ 1,737			$	71
Underlying net income available to common	$	431	$	436	$	459	$	(5)	(1) %	$	(28)	(6) %		$ 1,735	$ 1,708			$	27
stockholders
Average common shares outstanding
Basic (in millions)		434.7		445.7		467.3	(11.0)	(2)	(32.7)	(7)			449.7		478.8				(29.1)
Diluted (in millions)		436.5		447.1		469.1	(10.6)	(2)	(32.6)	(7)			451.2		480.4				(29.2)
Diluted earnings per share	$	0.98	$	0.97	$	0.96		$0.01	1 %		$0.02	2 %		$	3.81	$	3.52			$	0.29
Underlying diluted earnings per share	$	0.99	$	0.98	$	0.98	$0.01	1 %	$0.01	1 %		$	3.84	$	3.56			$	0.28
Key performance metrics*
Net interest margin		3.04 %		3.10 %		3.23 %			(6) bps				(19) bps				3.14 %		3.21 %				(7) bps
Net interest margin, FTE		3.06		3.12		3.25			(6)				(19)				3.16		3.22				(6)
Effective income tax rate		16.8		20.5		16.5			(370)				31				20.4		21.2				(73)
Efficiency ratio		60		59		60			88				59				59		59				22
Underlying efficiency ratio		58		58		57			(20)				132				58		58				10
Return on average common equity		8.3		8.4		9.2			(5)				(86)				8.5		8.6				(17)
Return on average tangible common equity		12.4		12.4		13.8			(5)				(146)				12.6		12.9				(30)
Underlying return on average tangible common				12.6		14.1							(162)				12.8		13.1
equity		12.5					(9)											(30)
Return on average total assets		1.08		1.10		1.17			(2)				(9)				1.10		1.11				(1)
Underlying return on average total tangible				1.16 %		1.24 %											1.16 %		1.17 %
assets		1.14 %					(2) bps				(10) bps								(1) bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		10.0 %		10.3 %		10.6 %											10.0 %		10.6 %
Total capital ratio		13.0		13.0		13.3											13.0		13.3
Tier 1 leverage ratio		10.0 %		9.9 %		10.0 %											10.0 %		10.0 %

Asset quality(2)

Nonperforming loans and leases as a % of loans and leases

Allowance for loan and lease losses as a % of loans and leases

Allowance for loan and lease losses as a % of nonperforming loans and leases

Net charge-offs as a % of average loans and leases

0.59 %	0.63 %	0.66 %	(4) bps	(7) bps	0.59 %	0.66 %	(7) bps
1.05	1.07	1.06	(2)	(1)	1.05	1.06	(1)
178	171	162	660	1,579	178	162	1,579
0.41 %	0.38 %	0.29 %	3 bps	12 bps	0.36 %	0.28 %	8 bps

1. Current reporting-period regulatory capital ratios are preliminary.
2. Capital adequacy and asset-quality ratios calculated on a period-end basis, except net charge-offs.

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Citizens Financial Group, Inc.

Notable items:

2019 quarterly and fourth quarter 2018 results reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company ("FAMC") acquisition. Fourth quarter and full year 2019 and 2018 results also reflect costs related to strategic initiatives. Fourth quarter 2019 results also include a tax benefit largely tied to legacy tax matters. Fourth quarter 2018 results also include the impact of a further benefit resulting from December 2017 Tax Legislation, partially offset by other notable items primarily associated with TOP and real estate efficiency initiatives. These notable items have been excluded from reported results to better reflect Underlying operating results.

Total estimated after-tax FAMC integration costs are expected to be in the $40-$45 million range, with the integration substantially complete by second quarter 2020. Cumulative after-tax integration costs related to FAMC totaled $30 million through the end of fourth quarter 2019.

																								Cumulative after-tax
Notable items - integration costs				4Q19							3Q19							4Q18					integration costs
($s in millions, except per share data)	Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS		FAMC	Other	Total
Noninterest income	$	-	$	-	$	-	$	-	$	-	$	-	$	(4)	$	(3)	$	(0.01)	$	(3)	$	-	$	(3)
Salaries & benefits	$	-	$	-	$	-	$	(1)	$	(1)	$	-	$	(4)	$	(3)	$	(0.01)	$	(10)	$	-	$	(10)
Equipment & software		(1)		(1)		-			-		-		-			-		-		-			(1)		-		(1)
Outside services		(1)		(1)		-			(3)		(2)		(0.01)			(5)		(4)		(0.01)			(12)		(3)		(15)
Occupancy		-		-		-			-		-		-			(2)		(1)		-			(1)		-		(1)
Other expense		-		-		-			-		-		-			(1)		(1)		-			(3)		-		(3)
Noninterest expense	$	(2)	$	(2)	$	-	$	(4)	$	(3)	$	(0.01)	$	(12)	$	(9)	$	(0.02)	$	(27)		(3)	$	(30)
Total Integration costs	$	(2)	$	(2)	$	-	$	(4)	$	(3)	$	(0.01)	$	(16)	$	(12)	$	(0.03)	$	(30)	$	(3)	$	(33)
Other notable items - primarily tax and TOP				4Q19							3Q19							4Q18
($s in millions, except per share data)	Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS
Tax notable items	$	-	$	24	$	0.06	$	-	$	10	$	0.02				$	29	$	0.06
Other notable items - TOP & other actions
Noninterest income		-		-		-			-		-		-			(1)		(1)		-
Salaries & benefits		(6)		(5)		(0.01)			(4)		(3)		(0.01)			(2)		(2)		(0.01)
Equipment & software		(2)		(1)		-			-		-		-			(3)		(2)		-
Outside services		(19)		(14)		(0.03)			(11)		(8)		(0.02)			(14)		(11)		(0.02)
Occupancy		(8)		(6)		(0.01)			-		-		-			(14)		(10)		(0.02)
Other expense		-		-					-		-		-			-		-		-
Noninterest expense	$	(35)	$	(26)	$	(0.05)	$	(15)	$	(11)	$	(0.03)	$	(33)	$	(25)	$	(0.05)
Total other notable items	$	(35)	$	(2)	$	-	$	(15)	$	(1)	$	-	$	(34)	$	3	$	0.01
Total notable items	$	(37)	$	(4)	$ (0.01)	$	(19)	$	(4)	$ (0.01)	$	(50)	$	(9)	$ (0.02)

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Citizens Financial Group, Inc.

Notable items - integration costs			FY2019						FY2018
($s in millions, except per share data)	Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS
Noninterest income	$	-	$	-	$	-	$	(4)	$	(3)	$	(0.01)
Salaries & benefits	$	(4)	$	(3)	$	(0.01)	$	(9)	$	(7)	$	(0.02)
Equipment & software		(1)		(1)		-			-		-		-
Outside services		(13)		(10)		(0.02)			(6)		(5)		(0.01)
Occupancy		-		-		-			(2)		(1)		-
Other expense		-		-		-			(4)		(3)		(0.01)
Noninterest expense	$	(18)	$	(14)	$	(0.03)	$	(21)	$	(16)	$	(0.04)
Total Integration costs	$	(18)	$	(14)	$	(0.03)	$	(25)	$	(19)	$	(0.05)

Other notable items - primarily tax and TOP				FY2019						FY2018
($s in millions, except per share data)		Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS
Tax notable items	$	-	$	34	$	0.08	$	-	$	29	$	0.06
Other notable items - TOP & other actions
Noninterest income			-		-		-			(1)		(1)		-
Salaries & benefits			(10)		(8)		(0.02)			(2)		(2)		(0.01)
Equipment & software			(2)		(1)		-			(3)		(2)		-
Outside services			(30)		(22)		(0.05)			(14)		(11)		(0.02)
Occupancy			(8)		(6)		(0.01)			(14)		(10)		(0.02)
Other expense			-		-		-			-		-		-
Noninterest expense	$	(50)	$	(37)	$	(0.08)	$	(33)	$	(25)	$	(0.05)
Total other notable items	$	(50)	$	(3)	$	(0.01)	$	(34)	$	3	$	0.01
Total notable items	$	(68)	$	(17)	$	(0.03)	$	(59)	$	(16)	$	(0.04)

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Citizens Financial Group, Inc.

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

Underlying results:

				Quarterly Trends							Full Year
																		2019
								3Q19 change from								Change
($s in millions, except per share data)		4Q19		3Q19		4Q18	3Q19		4Q18		2019		2018			from 2018
Net interest income	$	1,143	$	1,145	$	1,172		- %	(2) %		$	4,614	$	4,532			2 %
Noninterest income		494		493		426		-	16			1,877		1,601			17
Total revenue	$	1,637	$	1,638	$	1,598		- %	2 %		$	6,491	$	6,133			6 %
Noninterest expense		986		973		951		1	4			3,847		3,619			6
Notable items		37		19		45		95	(18)			68		54			26
Underlying noninterest expense	$	949	$	954	$	906		(1) %	5 %			3,779		3,565			6 %
Underlying pre-provision profit		688		684		692		1	(1)			2,712		2,568			6
Provision for credit losses		110		101		85		9	29			393		326			21
Net income available to common stockholders		427		432		450		(1)	(5)			1,718		1,692			2
Underlying net income available to common		431		436		459		(1)	(6)			1,735		1,708			2
stockholders
Key performance metrics*
Diluted EPS	$	0.98	$	0.97	$	0.96		1 %	2 %		$	3.81	$	3.52			8 %
Underlying EPS	$	0.99	$	0.98	$	0.98		1 %	1 %		$	3.84	$	3.56			8 %
Efficiency ratio		60 %		59 %		60 %		88 bps		59 bps		59 %		59 %			22 bps
Underlying efficiency ratio		58		58		57		(20)	132			58		58			10
Operating leverage								(1.5)	(1.0)								(0.4)
Underlying operating leverage								0.3 %		(2.4) %								(0.2) %

10

Citizens Financial Group, Inc.

Discussion of results:

Net interest income											4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19				4Q18
								$	/bps	%			$/bps	%
Interest income:
Interest and fees on loans and leases
and loans held for sale	$	1,335	$	1,377	$	1,362		$	(42)		(3) %	$	(27)		(2) %
Investment securities		159		153		172			6		4			(13)		(8)
Interest-bearing deposits in banks		7		8		8			(1)		(13)			(1)		(13)
Total interest income	$	1,501	$	1,538	$	1,542		$	(37)		(2) %	$	(41)		(3) %
Interest expense:
Deposits	$	263	$	297	$	245		$	(34)		(11) %	$	18		7 %
Federal funds purchased and securities											(50)					(50)
sold under agreements to repurchase		1		2		2			(1)				(1)
Other short-term borrowed funds(1)		1		-		2			1		100			(1)		(50)
Long-term borrowed funds(1)		93		94		121			(1)		(1)			(28)		(23)
Total interest expense	$	358	$	393	$	370		$	(35)		(9) %	$	(12)		(3) %
Net interest income	$	1,143	$	1,145	$	1,172		$	(2)		- %	$	(29)		(2) %
Net interest margin, FTE		3.06 %		3.12 %		3.25 %			(6) bps				(19) bps

1) Beginning in 1Q19, borrowed funds interest expense is based on original maturity and prior periods have been revised consistent with the current presentation.

Net interest income decreased $29 million, or 2%, from fourth quarter 2018 as 4% growth in interest-earning assets was more than offset by a lower net interest margin reflecting the challenging rate and yield curve environment. Net interest margin of 3.06% decreased 19 basis points as the impact of lower short-term rates on loan yields and higher securities premium amortization tied to lower long-term interest rates was only partially offset by lower funding costs and the continued mix shift towards better- returning assets.

Compared with third quarter 2019, net interest income of $1.1 billion was relatively stable as the benefit of 2% interest earning asset growth was offset by the impact of the challenging rate environment on net interest margin. Net interest margin of 3.06% decreased 6 basis points, as a reduction in interest-earning asset yields tied to lower interest rates was only partially offset by lower deposits costs and a mix shift in loans toward more attractive risk-adjusted categories. Interest-bearing deposit costs decreased 15 basis points, reflecting continued pricing discipline.

Noninterest Income											4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19				4Q18
								$			%			$		%
Service charges and fees	$	128	$	128	$	131		$	-	-	%	$	(3)		(2) %
Mortgage banking fees		80		117		51			(37)		(32)			29		57
Card fees		64		67		62			(3)		(4)			2		3
Capital markets fees		66		39		45			27		69			21		47
Trust and investment services fees		52		50		43			2		4			9		21
Foreign exchange and interest rate products		49		35		34			14		40			15		44
Letter of credit and loan fees		35		34		34			1		3			1		3
Securities gains, net		4		3		6			1		33			(2)		(33)
Other income(1)		16		20		15			(4)		(20)			1		7
Noninterest income	$	494	$	493	$	421		$	1		-	%	$	73		17	%
Notable items	$	-	$	-	$	(5)		$	-	-		$	5		100
Underlying noninterest income	$	494	$	493	$	426		$	1		-	%	$	68		16	%

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

11

Citizens Financial Group, Inc.

Noninterest income of $494 million increased $73 million, or 17%, from fourth quarter 2018, reflecting the impact of investments to broaden and enhance our fee income capabilities. Underlying noninterest income increased 16% driven by strong mortgage banking fees related to higher origination volumes, record results in capital markets and foreign exchange and interest rate products and solid performance in trust and investment services fees.

Compared with third quarter 2019, record noninterest income reflects record results in capital markets and foreign exchange and interest rate products and solid results in trust and investment services fees were offset by a decrease in mortgage banking fees from record third quarter 2019 levels. Other income declined from higher third quarter 2019 levels that included a $7 million benefit related to the lease transaction.

Noninterest Expense										4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19				4Q18
								$		%				$		%
		502		508		483
Salaries and employee benefits	$	$	$		$	(6)	(1)%	$	19		4	%
Equipment and software expense		133		130		124			3	2				9		7
Outside services		142		128		135			14	11				7		5
Occupancy		88		80		92			8	10				(4)		(4)
Other operating expense		121		127		117			(6)	(5)				4		3
Noninterest expense	$	986	$	973	$	951		$	13	1	%	$	35		4	%
Notable items	$	37	$	19	$	45		$	18	95	%	$	(8)		(18)%
Underlying, as applicable
Salaries and employee benefits	$	496	$	503	$	477		$	(7)	(1)%	$	19		4	%
Equipment and software expense		130		130		121			-	-				9		7
Outside services		122		114		116			8	7				6		5
Occupancy		80		80		76			-	-				4		5
Other operating expense		121		127		116			(6)	(5)				5		4
Underlying noninterest expense	$	949	$	954	$	906		$	(5)	(1)%	$	43		5	%

Fourth quarter 2019 noninterest expense of $986 million increased $35 million, or 4%, from fourth quarter 2018. Underlying noninterest expense of $949 million increased $43 million, or 5%, largely reflecting an increase in salaries and employee benefits given the impact of annual merit increases and revenue-based incentives, as well as an increase in equipment and software expense and outside services.

Compared with third quarter 2019, noninterest expense increased $13 million, or 1%. Underlying noninterest expense of $949 million decreased $5 million, or 1%, from higher third quarter 2019 levels that included $10 million related to the lease transaction. Results also reflect continued focus on expense discipline and the benefit of TOP efficiency initiatives. Lower salaries and employee benefits tied to efficiency initiatives and lower incentive compensation were offset by higher outside services expense, which includes the impact of higher retail loan origination activity and seasonality.

The fourth quarter 2019 effective tax rate of 16.8% reflects the impact of notable items including a tax benefit related to legacy tax matters. On an Underlying basis, the effective tax rate of 21.5% was broadly stable and compares to 21.9% for fourth quarter 2018 and 22.3% for third quarter 2019.

12

Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19				4Q18
									$/bps	%			$/bps	%
Total assets	$	165,733	$	164,362	$	160,518		$	1,371	1	%	$ 5,215	3 %
Total loans and leases		119,088		117,880		116,660			1,208	1		2,428	2
Total loans held for sale		3,330		2,015		1,320			1,315	65		2,010	152
Deposits		125,313		124,714		119,575			599	-		5,738	5
Stockholders' equity		22,201		21,851		20,817			350	2		1,384	7
Stockholders' common equity		20,631		20,718		19,977			(87)	-		654	3
Tangible common equity	$	13,893	$	13,976	$	13,389		$	(83)	(1) %	$ 504	4 %
Loan-to-deposit ratio (period-end)(2)		95.0%		94.5 %		97.6 %			51 bps				(253) bps
Loans to deposit ratio (average)(2)		94.6		94.6		98.4			1			(378)
Common equity tier 1 capital ratio(3)		10.0		10.3		10.6
Total capital ratio(3)		13.0%		13.0 %		13.3 %

1. Represents period end unless otherwise noted.
2. Excludes loans held for sale.
3. Current reporting period regulatory capital ratios are preliminary.

Total assets of $165.7 billion at December 31, 2019 increased $5.2 billion, or 3%, from December 31, 2018, driven by a $4.4 billion increase in loans and loans held for sale. Compared with September 30, 2019, total assets increased $1.4 billion, as a $2.5 billion increase in loans and loans held for sale was partially offset by a $787 million decrease in the investment portfolio.

Interest-earning assets											4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19					4Q18
Period-endinterest-earning assets									$		%				$		%
Investments and interest-bearing deposits	$	27,177	$	27,964	$	28,216		$	(787)		(3) %	$	(1,039)		(4) %
Commercial loans and leases		57,538		56,733		56,783			805		1				755		1
Retail loans		61,550		61,147		59,877			403		1				1,673		3
Total loans and leases		119,088		117,880		116,660			1,208		1				2,428		2
Loans held for sale, at fair value		1,946		1,993		1,219			(47)		(2)				727		60
Other loans held for sale		1,384		22		101			1,362		NM			1,283		NM
Total loans and leases and loans held for sale		122,418		119,895		117,980			2,523		2				4,438		4
Total period-endinterest-earning assets	$	149,595	$	147,859	$	146,196		$	1,736		1	%	$	3,399		2	%
Average interest-earning assets
Investments and interest-bearing deposits	$	27,280	$	27,114	$	26,553		$	166		1	%	$	727		3	%
Commercial loans and leases		57,661		56,983		56,310			678		1				1,351		2
Retail loans		61,244		60,274		59,583			970		2				1,661		3
Total loans and leases		118,905		117,257		115,893			1,648		1				3,012		3
Loans held for sale, at fair value		2,209		1,970		1,245			239		12				964		77
Other loans held for sale		517		134		79			383		NM			438		NM
Total loans and leases and loans held for sale		121,631		119,361		117,217			2,270		2				4,414		4
Total average interest-earning assets	$	148,911	$	146,475	$	143,770		$	2,436		2	%		$	5,141		4	%

Period-end interest earning assets of $149.6 billion increased $3.4 billion, or 2%, from December 31, 2018, as a $4.4 billion, or 4%, increase in loans and loans held for sale was partially offset by a $1.0 billion reduction in the investment portfolio. Compared with September 30, 2019, period-endinterest-earning assets increased $1.7 billion, as a $2.5 billion increase in loans and loans held for sale was partially offset by a $787 million reduction in the investment portfolio. These results include the impact of a $1.1 billion transfer of on-balance sheet mortgage loans to held for sale in fourth quarter 2019 in connection with balance sheet optimization strategies. The average effective duration of the securities portfolio decreased to 3.7 years as of December 31, 2019 from 4.4 years at December 31, 2018, given lower long-term rates that drove an increase in securities prepayment speeds. The duration increased from 3.2 years at September 30, 2019, as long-term rates moved higher during the quarter.

Average interest-earning assets of $148.9 billion in fourth quarter 2019 increased $5.1 billion, or 4%, from fourth quarter 2018, driven by a $3.0 billion, or 3%, increase in loans and leases. Commercial loans and leases increased $1.4 billion, or 2%. Retail loans increased $1.7 billion, or 3%. Commercial loan results reflect strength in commercial and industrial loans, driven by geographic, product and client-focused expansion strategies as well as strength in commercial real estate, partially offset by planned reductions in commercial leases. Retail loan growth was driven by mortgage, education finance and other retail, partially

13

Citizens Financial Group, Inc.

offset by lower home equity.

Compared with third quarter 2019, average interest-earning assets increased $2.4 billion, or 2%, driven by a $1.6 billion, or 1.4% increase in loans, with a $970 million increase in retail loans and a $678 million increase in commercial loans. Retail loan growth results reflect a $419 million average reduction tied to the transfer of $1.1 billion of on-balance sheet mortgages to held for sale in fourth quarter 2019 in connection with balance sheet optimization strategies. Total average loan growth was 1.8% before the impact of this transfer.

Deposits											4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19					4Q18
Period-end deposits									$		%				$		%
Demand deposits	$	29,233	$	29,939	$	29,458		$	(706)		(2) %	$	(225)		(1) %
Checking with interest		24,840		24,403		23,067			437		2				1,773		8
Savings		13,779		13,479		12,007			300		2				1,772		15
Money market accounts		38,725		36,826		35,701			1,899		5				3,024		8
Term deposits		18,736		20,067		19,342			(1,331)		(7)				(606)		(3)
Total period-end deposits	$	125,313	$	124,714	$	119,575		$	599		-	%	$	5,738		5	%
Average deposits
Demand deposits	$	29,928	$	28,945	$	29,824		$	983		3	%	$	104		-	%
Checking with interest		23,545		23,422		21,792			123		1				1,753		8
Savings		13,582		13,442		11,220			140		1				2,362		21
Money market accounts		38,809		37,161		35,929			1,648		4				2,880		8
Term deposits		19,788		20,951		19,000			(1,163)		(6)				788		4
Total average deposits	$	125,652	$	123,921	$	117,765		$	1,731		1	%		$	7,887		7	%

Total period-end deposits of $125.3 billion at December 31, 2019 increased $5.7 billion, or 5%, from December 31, 2018, driven by growth in money market accounts, checking with interest and savings, partially offset by a decrease in term deposits and demand deposits.

Compared with September 30, 2019, period-end total deposits increased $599 million, as growth in money market accounts, checking with interest and savings, was largely offset by a decrease in term deposits and demand deposits. Citizens Access® deposits totaled $5.8 billion at December 31, 2019, up from $5.6 billion at September 30, 2019.

Fourth quarter 2019 average deposits of $125.7 billion increased $7.9 billion, or 7%, from fourth quarter 2018, reflecting growth in money market accounts, savings, checking with interest, term deposits and demand deposits.

Compared with third quarter 2019, average deposits increased $1.7 billion, or 1.4%, as growth in money market accounts, demand deposits, savings and checking with interest was largely offset by a decrease in term deposits.

14

Citizens Financial Group, Inc.

Borrowed Funds											4Q19 change from
($s in millions)		4Q19		3Q19		4Q18			3Q19					4Q18
Period-end borrowed funds									$		%				$			%
Federal funds purchased and securities sold
$	265	$	867	$	1,156	$	(602)		(69) %	$	(891)			(77) %
under agreements to repurchase
Other short-term borrowed funds(1)		9		210		161			(201)		(96)				(152)			(94)
Long-term borrowed funds(1)
FHLB advances		5,008		3,007		7,508			2,001		67				(2,500)			(33)
Senior debt		7,382		8,143		6,769			(761)		(9)				613			9
Subordinated debt and other debt		1,657		1,656		1,648			1		-				9			1
Total borrowed funds	$	14,321	$	13,883	$	17,242	$	438		3	%	$	(2,921)			(17) %
Average borrowed funds
Federal funds purchased and securities sold				487		821			(31)						(365)			(44 )%
under agreements to repurchase	$	456	$	$	$		(6) %	$
Other short-term borrowed funds(1)		48		113		341			(65)		(58)				(293)			(86)
Long-term borrowed funds(1)
FHLB advances		3,259		2,478		6,684			781		32				(3,425)			(51)
Senior debt		7,914		8,000		7,241			(86)		(1)				673			9
Subordinated debt and other debt		1,657		1,656		1,648			1		-				9			1
Total average borrowed funds	$	13,334	$	12,734	$	16,735	$	600		5	%	$	(3,401)			(20) %

1) Beginning in 1Q19, borrowed funds balances are based on original maturity and prior periods have been revised consistent with the current presentation.

Total borrowed funds of $14.3 billion at December 31, 2019 decreased $2.9 billion, or 17%, from December 31, 2018, reflecting a $2.5 billion decrease in long-term FHLB borrowings and a $1.0 billion decrease in short-term borrowings, partially offset by a $613 million increase in senior debt, given improved funding mix from deposit growth. Compared with September 30, 2019, total borrowed funds increased $438 million driven by a $2.0 billion increase in long-term FHLB advances, partially offset by a $761 million decrease in senior debt and a $803 million decrease in short-term borrowed funds.

Average borrowed funds of $13.3 billion decreased $3.4 billion, or 20%, from fourth quarter 2018 driven by a $3.4 billion decrease in long-term FHLB borrowings and a $658 million decrease in short-term borrowings, reflecting improved funding mix from deposit growth, partially offset by a $673 million increase in senior debt. Compared with September 30, 2019 average borrowed funds increased $600 million, or 5%, reflecting a $781 million increase in long-term FHLB borrowings, partially offset by a $96 million decrease in short-term borrowings and an $86 million decrease in senior debt.

Capital						4Q19 change from
($s and shares in millions except per share data)	4Q19	3Q19	4Q18		3Q19					4Q18
Period-end capital						$	%				$	%
Stockholders' equity	$22,201	$21,851	$20,817		$	350	2	%	$	1,384	7	%
Stockholders' common equity	20,631	20,718	19,977			(87)	-				654	3
Tangible common equity	13,893	13,976	13,389			(83)	(1)				504	4
Tangible book value per common share	$ 32.08	$ 31.48	$ 28.73		$	0.60	2		$	3.35	12
Common shares - at end of period	433.1	443.9	466.0			(10.8)	(2)				(32.9)	(7)
Common shares - average (diluted)	436.5	447.1	469.1			(10.6)	(2) %			(32.6)	(7) %
Common equity tier 1 capital ratio(1)	10.0 %	10.3 %	10.6 %
Total capital ratio(1)	13.0	13.0	13.3
Tier 1 leverage ratio(1)	10.0 %	9.9 %	10.0 %

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

At December 31, 2019, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 10.0% compared with 10.3% at September 30, 2019 and 10.6% at December 31, 2018, and a total capital ratio of 13.0% compared with total capital ratios of 13.0% as of September 30, 2019 and 13.3% as of December 31, 2018.

15

Citizens Financial Group, Inc.

Tangible book value per common share of $32.08 increased 2% from third quarter 2019 and increased 12% from fourth quarter 2018.

As part of CFG's 2019 Capital Plan, the company increased its first quarter 2020 quarterly common dividend by 8% to $0.39 per common share. During the fourth quarter 2019, the company repurchased 10.9 million shares of common stock at a weighted- average price of $36.68, and including common dividends, returned $558 million to shareholders. These results compare with $662 million returned to common shareholders in third quarter 2019 and $427 million in fourth quarter 2018.

In 2019, the company repurchased 34 million shares of common stock at a weighted-average price of $35.56, and including common dividends, returned $1.84 billion to common shareholders, up 23% from 2018. Comparables for 2018 were repurchases of 25.8 million shares of common stock at a weighted-average price of $39.77, and including common dividends, $1.5 billion returned to common shareholders.

Credit quality review										4Q19 change from
($s in millions)		4Q19		3Q19		4Q18		3Q19				4Q18
								$	/bps	%		$	/bps	%
Nonperforming loans and leases	$	703	$	737	$	766		$	(34)	(5) %	$	(63)	(8) %
Net charge-offs		122		113		85			9	8			37	44
Provision for credit losses		110		101		85			9	9			25	29
Allowance for loan and lease losses	$	1,252	$	1,263	$	1,242		$	(11)	(1) %	$	10	1	%
Nonperforming loans and leases as a % of loans and leases		0.59 %		0.63 %		0.66 %			(4) bps				(7) bps
Net charge-offs as a % of average loans and leases		0.41		0.38		0.29			3				12
Allowance for loan and lease losses as a % of loans and		1.05		1.07		1.06			(2)				(1)
leases
Allowance for loan and lease losses as a % of		178.0 %		171.4 %		162.2 %		660 bps			1,579 bps
nonperforming loans and leases

Overall credit quality remains strong, reflecting an improving risk profile in retail and a broadly stable risk profile in commercial. Nonperforming loans and leases decreased $63 million, or 8%, compared with December 31, 2018, reflecting a $44 million increase tied to commercial and a $107 million decrease in retail driven by improvements in home equity, education and auto. Compared to September 30, 2019, nonperforming loans and leases of $703 million decreased $34 million, or 5%, reflecting a $36 million decrease in commercial, partially offset by a $2 million increase in retail. The nonperforming loans and leases to loans and leases ratio of 0.59% at December 31, 2019 improved 4 basis points from 0.63% at September 30, 2019 and improved 7 basis points from 0.66% at December 31, 2018.

Net charge-offs of $122 million increased $37 million from fourth quarter 2018, reflecting a $19 million increase in commercial and an $18 million increase in retail driven by expected seasoning in growth portfolios. Compared with third quarter 2019, net charge-offs of $122 million increased $9 million driven by a $14 million increase in retail reflecting seasonally-higher losses in auto and expected seasoning in other retail, partially offset by lower commercial, which reflects a $5 million impact tied to the third quarter 2019 lease restructuring transaction.

Fourth quarter 2019 net charge-offs were 41 basis points of average loans and leases compared with 29 basis points in fourth quarter 2018 and 38 basis points in third quarter 2019.

Allowance for loan and lease losses of $1.3 billion decreased $11 million from third quarter 2019 and increased $10 million from fourth quarter 2018 levels.

The ratio of the allowance for loan and lease losses to loans and leases of 1.05% as of December 31, 2019, compares to 1.07% as of September 30, 2019 and 1.06% as of December 31, 2018. The allowance for loan and lease losses to nonperforming loans and leases ratio of 178% as of December 31, 2019 compares to 171% as of September 30, 2019, and 162% as of December 31, 2018.

16

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

Media: Peter Lucht - 781.655.2289

Investors: Ellen A. Taylor - 203.900.6854

Conference Call

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

Time: 9:00 am ET

Dial-in: [phone], conference ID 2469575

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

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on January 17 through February 17, 2020. Please dial [phone] and enter access code 1417263. The webcast replay will be available at http:// investor.citizensbank.comunder Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation's oldest and largest financial institutions, with $165.7 billion in assets as of December 31, 2019. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 2,700 ATMs and approximately 1,100 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers corporate, institutional and not- for-profit clients a full range of wholesale banking products and services, including lending and deposits, capital markets, treasury services, foreign exchange and interest rate products, and asset finance. More information is available at www.citizensbank.comor visit us on Twitter, LinkedInor Facebook.

17

Citizens Financial Group, Inc.

Key Performance Metrics and Non-GAAPFinancial Measures and Reconciliations(in millions, except share, per-share and ratio data)

Key Performance Metrics:

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

• Return on average tangible common equity (ROTCE);
• Efficiency ratio;
• Operating leverage; and
• Common equity tier 1 capital ratio.

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

Non-GAAP Financial Measures:

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

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

18

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations (in millions, except share, per-shareand ratio data)

						QUARTERLY TRENDS										FULL YEAR
											4Q19 Change							2019 Change
		4Q19		3Q19		4Q18	3Q19			4Q18		2019	2018		2018
								$			%	$			%						$			%
Noninterest income, Underlying:
Noninterest income (GAAP)	A	$494	$493	$421		$1			-%	$73			17%	$1,877	$1,596		$281			18%
Less: Notable items		-		-	(5)		-	-	5			100		-	(5)		5			100
Noninterest income, Underlying (non-GAAP)	B	$494	$493	$426		$1			-%	$68			16%	$1,877	$1,601		$276			17%
Total revenue, Underlying:
Total revenue (GAAP)	C	$1,637	$1,638	$1,593		($1)			-%	$44			3%	$6,491	$6,128		$363			6%
Less: Notable items		-		-	(5)		-	-	5			100		-	(5)		5			100
Total revenue, Underlying (non-GAAP)	D	$1,637	$1,638	$1,598		($1)			-%	$39			2%	$6,491	$6,133		$358			6%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	E	$986	$973	$951		$13			1%	$35			4%	$3,847	$3,619		$228			6%
Less: Notable items		37	19	45		18			95	(8)			(18)	68	54		14			26
Noninterest expense, Underlying (non-GAAP)	F	$949	$954	$906		($5)			(1%)	$43			5%	$3,779	$3,565		$214			6%
Pre-provision profit:
Total revenue (GAAP)	C	$1,637	$1,638	$1,593		($1)			-%	$44			3%	$6,491	$6,128		$363			6%
Less: Noninterest expense (GAAP)	E	986	973	951		13			1	35			4	3,847	3,619		228			6
Pre-provision profit (GAAP)		$651	$665	$642		($14)			(2%)	$9			1%	$2,644	$2,509		$135			5%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	D	$1,637	$1,638	$1,598		($1)			-%	$39			2%	$6,491	$6,133		$358			6%
Less: Noninterest expense, Underlying (non-GAAP)	F	949	954	906		(5)			(1)	43			5	3,779	3,565		214			6
Pre-provision profit, Underlying (non-GAAP)		$688	$684	$692		$4			1%	($4)			(1%)	$2,712	$2,568		$144			6%
Income before income tax expense, Underlying:
							($23)				($16)
Income before income tax expense (GAAP)	G	$541	$564	$557				(4%)			(3%)	$2,251	$2,183		$68			3%
Less: Income (expense) before income tax expense												13			26
(benefit) related to notable items		(37)	(19)	(50)		(18)			(95)			(68)	(59)		(9)			(15)
Income before income tax expense, Underlying (non-
H	$578	$583	$607		($5)			(1%)	($29)			(5%)	$2,319	$2,242		$77			3%
GAAP)
Income tax expense, Underlying:
	$91						($24)
Income tax expense (benefit) (GAAP)	I	$115	$92				(21%)	($1)			(1%)	$460	$462		($2)			-%
Less: Income tax expense (benefit) related to notable																20
items		(33)	(15)	(41)		(18)			(120)	8			(51)	(43)		(8)			(19)
Income tax expense, Underlying (non-GAAP)	J	$124	$130	$133		($6)			(5%)	($9)			(7%)	$511	$505		$6			1%
Net income, Underlying:
							$1				($15)
Net income (GAAP)	K	$450	$449	$465				-%			(3%)	$1,791	$1,721		$70			4%
Add: Notable items, net of income tax expense																	17	16
(benefit)		4	4	9		-	-	(5)			(56)		1			6
Net income, Underlying (non-GAAP)	L	$454	$453	$474		$1			-%	($20)			(4%)	$1,808	$1,737		$71			4%
Net income available to common stockholders,
Underlying:
Net income available to common stockholders (GAAP)	M	$427	$432	$450		($5)			(1%)	($23)			(5%)	$1,718	$1,692		$26			2%
Add: Notable items, net of income tax expense																	17	16
(benefit)		4	4	9		-	-	(5)			(56)		1			6
Net income available to common stockholders,
											($28)
Underlying (non-GAAP)	N	$431	$436	$459		($5)			(1%)			(6%)	$1,735	$1,708		$27			2%

19

Citizens Financial Group, Inc.

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

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

						QUARTERLY TRENDS										FULL YEAR
											4Q19 Change							2019 Change
		4Q19		3Q19		4Q18	3Q19			4Q18		2019	2018		2018
								$/bps	%		$/bps	%						$/bps	%
Operating leverage:
Total revenue (GAAP)	C	$1,637	$1,638	$1,593		($1)			(0.14%)	$44			2.73%	$6,491	$6,128		$363			5.91%
Less: Noninterest expense (GAAP)	E	986	973	951		13			1.33	35			3.74	3,847	3,619		228			6.30
Operating leverage											(1.47%)					(1.01%)									(0.39%)
Operating leverage, Underlying:
Total revenue, Underlying (non-																						$358
GAAP)	D	$1,637	$1,638	$1,598		($1)			(0.14%)	$39			2.41%	$6,491	$6,133				5.83%
Less: Noninterest expense,												43
Underlying (non-GAAP)	F	949	954	906		(5)			(0.49)			4.79	3,779	3,565		214			6.00
Operating leverage, Underlying
(non-GAAP)											0.35%					(2.38%)									(0.17%)
Efficiency ratio and efficiency
ratio, Underlying:
Efficiency ratio	E/C	60.28%	59.40%	59.69%		88 bps			59 bps		59.28%	59.06%		22 bps
Efficiency ratio, Underlying (non-
GAAP)	F/D	58.02	58.22	56.70		(20) bps			132 bps		58.23	58.13		10 bps
Effective income tax rate and
effective income tax rate,
Underlying:
Effective income tax rate	I/G	16.76%	20.46%	16.45%		(370) bps			31 bps		20.43%	21.16%		(73) bps
Effective income tax rate,																						(52) bps
Underlying (non-GAAP)	J/H	21.52	22.29	21.91		(77) bps			(39) bps		22.03	22.55
Return on average common equity
and return on average common
equity, Underlying:
Average common equity (GAAP)	O	$20,400	$20,533	$19,521		($133)			(1%)	$879			5%	$20,325	$19,645		$680			3%
Return on average common equity	M/O	8.30%	8.35%	9.16%		(5) bps			(86) bps		8.45%	8.62%		(17) bps
Return on average common equity,																						(16) bps
Underlying (non-GAAP)	N/O	8.36	8.45	9.33		(9) bps			(97) bps		8.53	8.69
Return on average tangible
common equity and return on
average tangible common equity,
Underlying:	O	$20,400	$20,533	$19,521		($133)			(1%)	$879			5%	$20,325	$19,645		$680			3%
Average common equity (GAAP)
Less: Average goodwill (GAAP)		7,044	7,044	6,946		-	-	98			1	7,036	6,912		124			2
Less: Average other intangibles												37
(GAAP)		69	73	32		(4)			(5)			116	71	14		57			NM
Add: Average deferred tax liabilities
related to goodwill (GAAP)		373	372	364		1			-	9			2	371	359		12			3
Average tangible common equity	P	$13,660	$13,788	$12,907		($128)			(1%)	$753			6%	$13,589	$13,078		$511			4%
Return on average tangible common
												(146) bps							(30) bps
equity	M/P	12.39%	12.44%	13.85%		(5) bps				12.64%	12.94%
Return on average tangible common													(162) bps							(30) bps
equity, Underlying (non-GAAP)	N/P	12.49	12.58	14.11		(9) bps				12.76	13.06
Return on average total assets and
return on average total assets,
Underlying:
Average total assets (GAAP)	Q	$164,646	$162,110	$157,732		$2,536			2%	$6,914			4%	$162,176	$154,553		$7,623			5%
Return on average total assets	K/Q	1.08%	1.10%	1.17%		(2) bps			(9) bps		1.10%	1.11%		(1) bps
Return on average total assets,
Underlying (non-GAAP)	L/Q	1.09	1.11	1.19		(2) bps			(10) bps		1.11	1.12		(1) bps
Return on average total tangible
assets and return on average total
tangible assets, Underlying:
Average total assets (GAAP)	Q	$164,646	$162,110	$157,732		$2,536			2%	$6,914			4%	$162,176	$154,553		$7,623			5%
Less: Average goodwill (GAAP)		7,044	7,044	6,946		-	-	98			1	7,036	6,912		124			2
Less: Average other intangibles												37
(GAAP)		69	73	32		(4)			(5)			116	71	14		57			NM
Add: Average deferred tax liabilities
related to goodwill (GAAP)		373	372	364		1			-	9			2	371	359		12			3
Average tangible assets	R	$157,906	$155,365	$151,118		$2,541			2%	$6,788			4%	$155,440	$147,986		$7,454			5%
Return on average total tangible
assets	K/R	1.13%	1.15%	1.22%		(2) bps			(9) bps		1.15%	1.16%		(1) bps
Return on average total tangible
assets, Underlying (non-GAAP)	L/R	1.14	1.16	1.24		(2) bps			(10) bps		1.16	1.17		(1) bps

20

Citizens Financial Group, Inc.

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

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

						QUARTERLY TRENDS										FULL YEAR
										4Q19 Change								2019 Change
		4Q19		3Q19		4Q18	3Q19				4Q18		2019	2018			2018
								$/bps	%		$/bps	%							$/bps	%
Tangible book value
per common share:
Common shares - at								(10,792,442)			(32,886,901)
period-end (GAAP)	S	433,121,083	443,913,525	466,007,984		(2%)		(7%)	433,121,083	466,007,984			(32,886,901)		(7%)
Common stockholders'								($87)													$654
equity (GAAP)		$20,631	$20,718	$19,977			-	$654		3	$20,631	$19,977				3
Less: Goodwill (GAAP)		7,044	7,044	6,923		-		-	121		2	7,044	6,923			121		2
Less: Other intangible											37
assets (GAAP)		68	71	31		(3)	(4)		119	68	31			37		119
Add: Deferred tax
liabilities related to		374	373	366		1		-	8		2	374	366			8		2
goodwill (GAAP)
Tangible common								($83)													$504
equity	T	$13,893	$13,976	$13,389		(1%)	$504		4%	$13,893	$13,389				4%
Tangible book value per
common share	T/S	$32.08	$31.48	$28.73		$0.60	2%	$3.35		12%	$32.08	$28.73			$3.35		12%

Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:

Average common shares
outstanding - basic	U	434,684,606	445,703,987
(GAAP)
Average common shares
outstanding - diluted	V	436,500,829	447,134,595
(GAAP)

467,338,825	(11,019,381)	(2%)	(32,654,219)	(7%)	449,731,453	478,822,072	(29,090,619)	(6%)
469,103,134	(10,633,766)	(2)	(32,602,305)	(7)	451,213,701	480,430,741	(29,217,040)	(6)

Net income per average
common share - basic	M/U
(GAAP)
Net income per average
common share - diluted	M/V
(GAAP)
Net income per average
common share - basic,	N/U
Underlying (non-GAAP)
Net income per average
common share -	N/V
diluted, Underlying
(non-GAAP)

$0.98 $0.97

1. 0.97
2. 0.98

0.990.98

$0.96	$0.01	1	$0.02	2	$3.82	$3.54	$0.28	8
0.96	0.01	1	0.02	2	3.81	3.52	0.29	8
0.98	0.01	1	0.01	1	3.86	3.57	0.29	8
0.98	0.01	1	0.01	1	3.84	3.56	0.28	8

21

Citizens Financial Group, Inc.

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

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

					QUARTERLY TRENDS										FULL YEAR
										4Q19 Change							2019 Change
	4Q19		3Q19		4Q18	3Q19			4Q18		2019	2018		2018
							$/bps	%		$/bps	%						$/bps	%
Mortgage banking fees, Underlying:
Mortgage banking fees (GAAP)	$80	$117	$51		($37)			(32%)	$29			57%	$302	$152		$150			99%
Less: Notable items	-		-	(4)		-	-	4			100		-	(4)		4			100
Mortgage banking fees, Underlying (non-GAAP)	$80	$117	$55		($37)			(32%)	$25			45%	$302	$156		$146			94%
Other income, Underlying:
$16	$20								$1				$89	$64
Other income (GAAP)	$15		($4)			(20%)			7%		$25			39%
Less: Notable items	-		-	(1)		-	-	1			100		-	(1)		1			100
Other income, Underlying (non-GAAP)	$16	$20	$16		($4)			(20%)		$-	-%	$89	$65		$24			37%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$502	$508	$483		($6)			(1%)	$19			4%	$2,026	$1,880		$146			8%
Less: Notable items	6	5	6		1			20		-	-	14	11		3			27
Salaries and employee benefits, Underlying (non-
GAAP)	$496	$503	$477		($7)			(1%)	$19			4%	$2,012	$1,869		$143			8%
Equipment and software expense, Underlying1:
						$3				$9
Equipment and software expense (GAAP)	$133	$130	$124				2%			7%	$514	$464		$50			11%
Less: Notable items	3		-	3		3			100		-	-	3	3		-	-
Equipment and software expense, Underlying
						$-		$9
(non-GAAP)	$130	$130	$121		-%			7%	$511	$461		$50			11%
Outside services, Underlying:
										$7
Outside services (GAAP)	$142	$128	$135		$14			11%			5%	$498	$447		$51			11%
Less: Notable items	20	14	19		6			43	1			5	43	20		23			115
Outside services, Underlying (non-GAAP)	$122	$114	$116		$8			7%	$6			5%	$455	$427		$28			7%
Occupancy, Underlying:
$88	$80				$8
Occupancy (GAAP)	$92				10%	($4)			(4%)	$333	$333		$-	-%
Less: Notable items	8		-	16		8			100	(8)			(50)	8	16		(8)			(50)
Occupancy, Underlying (non-GAAP)	$80	$80	$76		$-	-%	$4			5%	$325	$317		$8			3%
Other operating expense, Underlying:
										$4
Other operating expense (GAAP)	$121	$127	$117		($6)			(5%)			3%	$476	$495		($19)			(4%)
Less: Notable items	-		-	1		-	-	(1)			(100)		-	4		(4)			(100)
Other operating expense, Underlying (non-GAAP)	$121	$127	$116		($6)			(5%)	$5			4%	$476	$491		($15)			(3%)

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

22

Citizens Financial Group, Inc.

Key performance metrics, non-GAAP financial measures and reconciliations - Underlying excluding Acquisitions (in millions, except share, per-shareand ratio data)

Noninterest income, Underlying excluding Acquisitions:

Noninterest income (GAAP) Less: Notable items

Less: Acquisitions impact

Noninterest income, Underlying excluding Acquisitions (non-GAAP)

Total revenue, Underlying excluding Acquisitions:

Total revenue (GAAP) Less: Notable items Less: Acquisitions impact

Total revenue, Underlying excluding Acquisitions (non-GAAP)

Noninterest expense, Underlying excluding Acquisitions:

Noninterest expense (GAAP) Less: Notable items

Less: Acquisitions impact

Noninterest expense, Underlying excluding Acquisitions (non-GAAP)

Operating leverage:

Total revenue (GAAP)

Less: Noninterest expense (GAAP)

Operating leverage

Operating leverage, Underlying excluding Acquisitions:

Total revenue, Underlying excluding Acquisitions (non-GAAP)

Less: Noninterest expense, Underlying excluding Acquisitions (non-GAAP)

Operating leverage, Underlying excluding Acquisitions (non-GAAP)

Efficiency ratio and efficiency ratio, Underlying excluding Acquisitions:

Efficiency ratio

Efficiency ratio, Underlying excluding Acquisitions (non-GAAP)

					QUARTERLY TRENDS									FULL YEAR
										4Q19 Change							2019 Change
	4Q19		3Q19		4Q18	3Q19			4Q18		2019	2018			2018
							$/bps	%		$/bps	%						$/bps	%
	$494	$493	$421		$1			-%	$73			17%	$1,877	$1,596		$281	18%
	-		-	(5)		-	-	5			100		-	(5)		5	100
	48	78	33		(30)			(38)	15			45	201	57		144			NM
															13%
	$446		$415		$393		$31			7%		$53				$1,676		$1,544		$132		9%
A	$1,637	$1,638	$1,593		($1)			-%	$44			3%	$6,491	$6,128		$363	6%
	-		-	(5)		-	-	5			100		-	(5)		5	100
	55	85	36		(30)			(35)	19			53	222	62		160			NM
B	$1,582	$1,553	$1,562		$29			2%	$20			1%	$6,269	$6,071		$198	3%
C	$986	$973	$951		$13			1%	$35			4%	$3,847	$3,619		$228	6%
	37	19	45		18			95	(8)			(18)	68	54		14	26
	40	39	35		1			3	5			14	149	60		89	148
D	$909		$915		$871		($6)			(1%)		$38			4%		$3,630		$3,505		$125		4%
															2.73%
A	$1,637	$1,638	$1,593		($1)			(0.14%)	$44			$6,491	$6,128		$363	5.91%
C	986	973	951		13			1.33	35			3.74	3,847	3,619		228	6.30
										(1.47%)					(1.01%)								(0.39%)
B	$1,582	$1,553	$1,562		$29			1.88%	$20			1.31%	$6,269	$6,071		$198	3.27%
D	909	915	871		(6)			(0.57)	38			4.42	3,630	3,505		125	3.58
										2.45%					(3.11%)							(0.31%)
C/A	60.28%	59.40%	59.69%		88 bps			59 bps		59.28%	59.06%		22
D/B	57.48	58.90	55.77		(142) bps			171 bps		57.91	57.74		17

Forward-Looking Statements

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

Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially

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Citizens Financial Group, Inc.

from those in the forward-looking statements include the following, without limitation:

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

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

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

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

CFG-IR

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