Citizens Financial (CFG) 8-K Regulation FD Disclosure

Deutsche Bank Global Financial Services

Conference

May 31, 2017

Brad Conner

Vice Chairman, Head of Consumer Banking

Exhibit 99.1

Forward-looking statements and use of key performance metrics and Non-GAAP financial measures

2

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,

2016,

filed

with

the

United

States

Securities

and

Exchange

Commission

on

February

24,

2017.

Key

Performance

Metrics

and

Non-GAAP

Financial

Measures

and

Reconciliations

Key

Performance

Metrics:

Our

management

team

uses

key

performance

metrics

(KPMs)

to

gauge

our

performance

and

progress

over

time

in

achieving

our

strategic

and

operational

goals

and

also

in

comparing

our

performance

against

our

peers.

We

have

established

the

following

financial

targets,

in

addition

to

others,

as

KPMs,

which

are

utilized

by

our

management

in

measuring

our

progress

against

financial

goals

and

as

a

tool

in

helping

assess

performance

for

compensation

purposes.

These

KPMs

can

largely

be

found

in

our

periodic

reports

which

are

filed

with

the

Securities

and

Exchange

Commission,

and

are

supplemented

from

time

to

time

with

additional

information

in

connection

with

our

quarterly

earnings

releases.

Our

key

performance

metrics

include:

Return

on

average

tangible

common

equity

(ROTCE);

Return

on

average

total

tangible

assets

(ROTA);

Efficiency

ratio;

Operating

leverage;

and

Common

equity

tier

1

capital

ratio

(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”

or

“Underlying”

results.

We

believe

that

these

“Adjusted”

or

“Underlying”

results

provide

the

best

representation

of

our

financial

progress

towards

these

goals

as

they

exclude

items

that

our

management

does

not

consider

indicative

of

our

on-going

financial

performance.

KPMs

that

contain

“Adjusted”

or

“Underlying”

results

are

considered

non-GAAP

financial

measures.

Non-GAAP

Financial

Measures:

This

document

contains

non-GAAP

financial

measures.

The

tables

in

the

appendix

present

reconciliations

of

our

non-GAAP

measures.

These

reconciliations

exclude

“Adjusted”

or

“Underlying”

items,

which

are

included,

where

applicable,

in

the

financial

results

presented

in

accordance

with

GAAP.

“Adjusted”

or

“Underlying”

results,

which

are

non-GAAP

measures,

exclude

certain

items

as

applicable,

that

may

occur

in

a

reporting

period

which

management

does

not

consider

indicative

of

on-going

financial

performance.

The

non-GAAP

measures

presented

in

the

following

tables

include

reconciliations

to

the

most

directly

comparable

GAAP

measures

and

are:

“noninterest

income”,

“total

revenue”,

“

noninterest

expense”,

“pre-provision

profit”,

“income

before

income

tax

expense”,

“income

tax

expense”,

“effective

income

tax

rate”,

“net

income”,

“net

income

available

to

common

stockholders”,

“other

income”,

“salaries

and

employee

benefits”,

“outside

services”,

“amortization

of

software

expense”,

“other

operating

expense”,

“net

income

per

average

common

share”,

“return

on

average

common

equity”

and

“return

on

average

total

assets”.

We

believe

these

non-GAAP

measures

provide

useful

information

to

investors

because

these

are

among

the

measures

used

by

our

management

team

to

evaluate

our

operating

performance

and

make

day-to-day

operating

decisions.

In

addition,

we

believe

our

“Adjusted”

or

“Underlying”

results

in

any

period

reflect

our

operational

performance

in

that

period

and,

accordingly,

it

is

useful

to

consider

our

GAAP

results

and

our

“Adjusted”

or

“Underlying”

results

together.

We

believe

this

presentation

also

increases

comparability

of

period-to-period

results.

Other

companies

may

use

similarly

titled

non-GAAP

financial

measures

that

are

calculated

differently

from

the

way

we

calculate

such

measures.

Accordingly,

our

non-GAAP

financial

measures

may

not

be

comparable

to

similar

measures

used

by

other

companies.

We

caution

investors

not

to

place

undue

reliance

on

such

non-GAAP

measures,

but

instead

to

consider

them

with

the

most

directly

comparable

GAAP

measure.

Non-GAAP

financial

measures

have

limitations

as

analytical

tools,

and

should

not

be

considered

in

isolation,

or

as

a

substitute

for

our

results

as

reported

under

GAAP.

Dimension

(1)

Rank

(2)

Assets: $150.3 billion

#12

Loans: $108.1 billion

(4)

#11

Deposits: $112.1 billion

#12 nationally;

Top 5 rank in

9/10 markets

(3)

Branches: ~1,200

#11

ATM network: ~3,200

#7

Mortgage: $15.4 billion

#13

nationally

(5)

Education: $7.2 billion

Top 4 rank

nationally

(6)

HELOC: $14.0 billion

Top 5 rank:

9/9 markets

(7)

Middle market lead/

joint lead bookrunner

#5

(8)

Leading

deposit

market

share

of

12.0%

in

top

10

MSAs

(3)

–

#2 deposit market share in New England

Relatively diverse economies/affluent demographics

Serve 5 million+ individuals, institutions and companies

~17,500 colleagues

Retail presence in 11 states

Solid franchise with leading positions in attractive markets

Source: SNL Financial. Data as of 12/31/2016, unless otherwise noted.

1)

CFG data as of March 31, 2017.

2)

Ranking based on 03/31/2017 data, unless otherwise noted; excludes non-retail depository institutions, includes U.S. subsidiaries of foreign banks.

3)

Source: FDIC, June 2016. Excludes “non-retail banks” as defined by SNL Financial. The scope of “non-retail banks” is subject to the discretion of SNL Financial, but typically

includes:

industrial

bank

and

non-depository

trust

charters,

institutions

with

more

than

20%

brokered

deposits

(of

total

deposits),

institutions

with

more than 20% credit card

loans (of total loans), institutions deemed not to broadly participate in the banking services market and other non-retail competitor banks.

4)

Excludes held for sale.

5)

Inside Mortgage Finance Publications, Inc. Copyright © 2017. Bank-only origination rank.

6)

CFG estimate, based on published company reports, where available; private student loan origination data as of 12/31/2016.

7)

According to Equifax; origination volume as of 4Q16.

8)

Thomson Reuters LPC, Loan syndications 4Q16 ranking based on number of deals for Overall Middle Market (defined as Borrower Revenues < $500MM and Deal Size < $500MM).

Buffalo, NY: #5

Albany, NY: #3

Pittsburgh, PA: #2

Cleveland, OH: #4

Manchester, NH: #1

Boston, MA: #2

Rochester, NY: #5

Philadelphia, PA: #5

Detroit, MI: #8

Providence, RI: #1

3

Top

5

deposit

market

share

in

9

of

10

largest

MSAs

(3)

Consumer Banking

$s in billions

Driving revenue improvement

Robust loan growth

Results reflect strong loan growth, improving yields, and investment in talent,

infrastructure, product and advisory capabilities

$s in millions

Note: Loan and deposit balances represent average balances.

1)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and end of this presentation for an explanation of our use of these

metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures, as applicable. “Adjusted” results exclude restructuring charges, special items and/or

notable items, as applicable. “Underlying” results exclude a $23 million benefit related to the settlement of certain state tax matters in the first quarter 2017.

2)

JD Power survey results reflect 2015-2016 assessment period.

3)

Greenwich survey period from October 1, 2015 to September 30, 2016.

4)

JD

Power

survey

results

reflect

2015

–

2016

assessment period and derive from JD Power branch servicing assessment score.

5)

Javelin Strategy & Research.

(1)

Recognition

4

Deposits

$70.9

$71.9

$72.1

$73.1

$74.1

~5%

78.1%

77.0%

76.5%

74.9%

75.4%

Efficiency ratio

$53.5

$54.0

$55.0

$56.2

$56.9

1Q16

2Q16

3Q16

4Q16

1Q17

Home equity

Auto

Mortgage

Education

Business banking

Other

$789

$821

$850

$866

$858

1Q16

2Q16

3Q16

4Q16

1Q17

Net interest income

Noninterest income

Top 5

JD Power recognition

Mortgage servicing and originations

(2)

Top 5

Business Banking

(3)

10% better than peers

Customer branch experience

(4)

2016 Javelin Mobile Banking Leader

in App Rating category

(5)

Continued Consumer Banking strength in 1Q17

1)

Please see important information on Key Performance Metrics and Non-GAAP Financial Measures at the beginning and end of this presentation for an explanation of our use of

these metrics and non-GAAP financial measures and their reconciliation to GAAP financial measures, as applicable.

2)

Includes held for sale.

3)

Operating

segments

are

allocated

capital

on

a

risk-adjusted

basis

considering

economic

and

regulatory

capital

requirements.

We

approximate

that

regulatory

capital

is

equivalent

to

a

sustainable

target

level

for

tier

1

common

equity

and

then

allocate

that

approximation

to

the

segments

based

on

economic

capital.

Highlights

Positive operating leverage is

driving strong growth in pre-

provision profit —

up 22% YoY

Credit costs remain stable as

growth continues in high-credit

quality portfolios

34% YoY

growth in net income,

driving improvement in ROTCE,

efficiency ratio

(1)

On track to exceed 9% target

ROTCE by 4Q17

5

1Q17 change from

$s in millions

1Q17

4Q16

1Q16

4Q16

1Q16

$

%

$

%

Net interest income

638

$     

639

$     

581

$     

(1)

$        

—

%

57

$       

10

%

Noninterest income

220

227

208

(7)

(3)

12

6

Total revenue

858

866

789

(8)

(1)

69

9

Noninterest expense

647

649

616

(2)

—

31

5

Pre-provision profit

211

217

173

(6)

(3)

38

22

Provision for credit losses

64

74

63

(10)

(14)

1

2

Income before income tax

expense

147

143

110

4

3

37

34

Income tax expense

52

51

39

1

2

13

33

Net income

95

$       

92

$       

71

$       

3

$         

3

%

24

$       

34

%

Average balances

$s in billions

Total loans and leases

(2)

57.3

$   

56.7

$   

53.7

$   

0.6

$      

1

%

3.6

$      

7

%

Total deposits

74.1

$   

73.1

$   

70.9

$   

1.0

$      

1

%

3.3

$      

5

%

Credit metrics

Net charge-offs %

0.46%

0.52%

0.47%

(6)

bps

(1)

bps

Nonperforming loans %

0.94%

0.96%

1.06%

(2)

bps

(12)

bps

Key performance metrics

ROTCE

(1,3)

7.1%

7.0%

5.6%

9

bps

147

bps

Efficiency ratio

(1)

75%

75%

78%

51

bps

(267)

bps

Consumer Banking —

Delivering on a multi-year growth strategy

Further enhancing branch network efficiency and effectiveness

Evolving distribution to better meet changing consumer preferences and create integrated

multi-channel experience

Focus on becoming trusted advisor and developing deeper customer relationships

Utilize segmentation strategies to drive primary household growth and attract, retain and

deepen customer relationships

Enhancing Mass Affluent and Affluent offerings

Continue to optimize loan portfolio and deposit funding

Grow education refinance and personal unsecured; expand merchant partnership financing

Cost effectively grow deposit base through improved targeting

Leverage analytics, targeting and fulfillment capabilities

Improving customer acquisition and experience

Deliver continued improvement in fee income

Significant investments in Wealth and Mortgage capabilities showing results

Drive continuous improvement mindset and efficiencies

6

1

2

3

4

5

6

36%

non-branch

deposits

5% YoY

Evolving our integrated distribution and advice model

Objectives

Focus on end-to-end customer

experience

Enable needs-based advice and

solutions through programs such as

Citizens Checkup

Migrate routine interactions to

lower-cost channels

Streamline the physical network and

reducing average branch size to

~3,600 from ~4,300 square feet

(3)

How we are streamlining and transforming the physical network

1)

Represents enrolled online and mobile  households.

2)

IVR defined as interactive voice recognition technology.

3)

Expected average branch size in 2021 based upon March 2017 Company estimates.

Retail Network

(Branch & ATM)

Online banking

HHs

2%

YoY

(1)

Mobile HHs

10%

YoY

(1)

IVR calls

3%

YoY

(2)

Digital

7

1

Serve customers

where, when &

how they want

Flagship

Branch

2021:

3%

Advice

Branch

2021:

36%

Everyday

Banking Branch

2021:

32%

In-store

Branch

2021:

29%

Remote

ATMs

2021:

353

Branch experience remains important to success

1)

2017 Temkin Experience Ratings, U.S., March 2017.

2)

J.D. Power 2017 U.S. Retail Banking Satisfaction Study, April 2017. Top 5 reflects wait times and in-person best practices for J.D. Power-surveyed footprint.

3)

UBs are Universal Bankers; LBs are Licensed Bankers; SBs are Small Business Specialists; Mgmt./other comprises branch managers, assistant branch managers, bankers and other FTE equivalents.

4)

As of 1Q17. Based on twelve-trailing month voluntary retail turnover.

External measurement highlights

consistent and significant progress

Top 10% of companies for customer

experience

across

all

industries

(1)

Second highest in customer

experience (79%) among banks and

6.8

points

above

industry

average

(1)

Most improved bank with an 18

point

increase

2017

vs.

2016

(1)

Successful migration to specialist

model

(3)

Turnover

continues to trend lower with

16%

reduction

YoY

(4)

Organizational Health

Index shows

strong improvement

57 in 2015; 63 in 2016

Survey results show strong scores

around customer alignment, doing the

right thing, recommend Citizens as a

place to work

Internal measures also show

steady progress

37 point increase in Branch

satisfaction

2017

vs.

2016

(2)

Top 5 rank in key branch

categories

(2)

8

1

1Q14

1Q17

%

change

Tellers

~2,600

~1,400

~-46%

UBs

~2,100

~2,500

~+19%

LBs

~160

~500

~+213%

SBs

~350

nm

Mgmt./

other

~2,900

~1,600

~-45%

Total

~7,760

~6,350

~-18%

Small Business Maintain steady growth and accelerate shift to digital: Differentiate customer experience through branch, online & mobile channels Provide appropriate suite of products and services Accelerate growth by providing: Targeted products/services (Platinum, Premier) Personalized advisory services Attractive offers, with particular focus on home equity and Education Refinance Augmenting wealth advisory model to align with highest-opportunity clients Maintain steady growth by providing: Specialized products & services Wide range of lending & credit solutions Enhanced digital capabilities Our strategy focuses on customer segment needs Mass Affluent Affluent Approach High Net Worth(2) 1) Household liquid assets: IXI/CFG data. 2) High Net Worth clients also defined as “HNW”. Pre-Mass Market and Mass Market ~$100,000 to <$500,000 ~$500,000 to <$2,000,000 ~$2,000,000+ Segment(1) Revenues ~≤ $25 million per annum ~≤$100,000 2

Target segments represent 49% of our retail households Retail Households 2.6 million Pre-Mass & Mass Market Mass Affluent Affluent HNW They hold ~$600B in assets outside of Citizens Deposit & Investment Off-Us Opportunity $1,088 Mass Affluent Affluent HNW Pre-Mass & Mass Market Deepening remains an opportunity Mass Affluent HH Client Penetration(1) Affluent HH Client Penetration(1) Source: Company data from AMP as of year-end 2016; includes Retail households only. Source also includes data from IXI that estimates total household assets. Primary bank household with lending or investment product. Primary household defined as checking household with checking average balance >=$100 and transactions >1 in each of the prior three months. Transactions include ACH credit, OLBP, ACH debit or checks written. Primary household with loan or investment product defined as primary household that also has a minimum of one loan or investment account. With a heightened focus on the Mass Affluent and Affluent segments 261 267 167 169 1% Need all underlying data, particularly for primary households Need to understand household growth versus prior three years – for QA Pre Mass Market Mass Market Mass Affluent Affluent High Net Worth Total Q4 2015 84,128 144,065 261,281 166,540 35,523 691,537 Q1 2016 82,836 145,290 262,343 166,116 35,364 691,949 Q2 2016 83,240 148,385 273,127 157,244 35,903 697,899 Q3 2016 81,327 149,159 275,674 158,393 36,180 700,733 Q4 2016 83,882 145,883 266,990 168,758 36,964 702,477 $ billions What does 1% growth in these get us to in terms of revenue possibility? What is it about these segments that shows we care? Data for these clients that they are 5x more profitable or attrite at a lower rate? What makes these the right metric versus the SOW in the prior year; what about trailing 12 month? Comments from Jen Crawford on Mass Affluent/Aff Couple thoughts on your question. Again, these are not meant to be included on a slide. Perhaps you have a nicer way to position them with analysts or for talking points?   In terms of not showing SOW, I think we have some concerns about the fact that the denominator in the calculation is based on IXI data. IXI data is modeled and has ~80-85% confidence level. We like the primary bank HH metric because it is based on our internal data only; no dependence on a model or third party. Based on some off the shelf profitability data that we have, we have the following directional info: Mass Affluent Primary bank checking households have ~8% greater profitability than the average Mass Affluent checking household. Affluent Primary bank checking households have ~10% greater profitability than the average Affluent checking household.   Answer from Jen Crawford: in thousands IR and Consumer working to obtain profitability and/or attrition metrics for these segments 2% 2

Building lending capabilities

Home equity line of credit

originations

57% of new-to-bank home equity

line of credit households are Mass

Affluent or Affluent; up from

53% YOY

(1)

Focused on continuous customer

experience improvement:

—

Expanding distribution

capabilities

—

Reducing cycle times

—

Recapturing end-of-draw runoff

$ billions

Education originations

54% of new-to-bank In-School

and/or ERL households are

Mass

Affluent

or

Affluent

(2)

Differentiated product

offering attractive to younger

demographic

–

Multi-year loans

–

Education refinance

Consumer unsecured

portfolio growth

(2)

1)

As

of

4Q16

and

4Q15,

respectively.

New-to-bank

origination

percentage

based

on

households

as

percentage

of

total

household

HELOC

originations.

Source: AMP and Company data.

2)

As of 4Q16.

3)

Excludes

credit card and education portfolios.

Launched merchant

partnership financing in 3Q15

with Apple relationship

In 2016 and 2017, expanded

our unsecured offerings with

launches of high FICO score

consumer unsecured

installment products

11

$0.5

$0.7

Merchant partnerships

13%

$0.4

57%

10%

14%

HELOC originations

New-to-bank HELOC originations

26%

25%

43%

74%

75%

Consumer unsecured partnerships

$4.2

$4.0

2014

2015

2016

2014

2015

2016

-

Education Refinance (ERL)

83%

73%

67%

17%

27%

33%

1Q16

2Q16

3Q16

4Q16

$0.3

In

School

3

$5.2

$1.0

$1.5

$1.9

1.03%

0.70%

0.58%

0.53%

Retail loan performance

Total retail loss rate

Consistent loan growth over 2013-2016 of 5.0% CAGR

(4)

Paced by growth in high-quality mortgage, student, auto 

Yields up, return on capital up, charge-off trend favorable, stress losses down, non-core runoff provides benefit

Expect core loss rates over next three years in ~45–50 bps range; total retail at ~50-55 bps

1)

Shown as % of retail assets.

2)

FFELP loans are included in InSchool.

3)

Unsecured includes PERL, credit card and product financing.

4)

Excludes Business Banking.

Re-balancing loan mix to drive improved risk-adjusted returns

$

billions

12

2013

2014

2015

2016

Core loan portfolio

Non-core loan portfolio

Core loan loss rate

Non-core loan loss rate

2013

2016

Loan

Mix

(1)

Loss

rate

Loan

Mix

(1)

Loss

rate

Auto

19%

0.06%

26%

0.68%

Core home equity

44 

0.66 

30 

0.15 

Core resi

mortgage

18 

0.38 

25 

0.08 

Education

Core education refi

—

—

6 

0.14 

Core Inschool

(2)

3 

0.51 

4 

0.77 

Unsecured

(3)

4 

3.70 

4 

2.34 

Core all other

3 

4.07 

1 

5.54 

Total core Consumer

(4)

91%

0.68%

97%

0.47%

Non-core home equity

6%

4.47%

2%

2.18%

Non-core education

1 

7.85 

1 

6.52 

Non-core other retail

2 

2.41 

1 

(0.22)

Total non-core retail

9%

4.63%

3%

2.43%

Total retail

100%

1.03%

100%

0.53%

Robust deposit growth with continued pricing discipline

Continued focus on cost effectively

growing deposits

–

Deposit costs remain

well-controlled; up ~1 bp linked

quarter and up ~4 bps YOY

Launching initiatives to expand

deposit-gathering capabilities through

improved data analytics

–

Targeted customer promotional

offers

Efforts underway to focus to further

refine and enhance deposit-gathering

strategies

$ billions

Consumer Banking deposits

(1)

1) Average Consumer deposits exclude repurchase agreements.

$68.2

$69.7

$72.0

Noninterest bearing deposits

Regular savings

Term other

~6

bps

13

Deposit

costs

.19%

.27%

.25%

Checking with interest

Money market

$13.8

$14.3

$15.3

$11.4

$11.7

$12.5

$7.8

$7.9

$8.6

$27.1

$25.6

$26.0

$8.1

$10.2

$9.6

2014

2015

2016

Using data and analytics to reach customers more effectively

Improving Targeting

Direct Mail

Enabling Sales Intelligence

Alerts

Expanding Sales Channels

Future of Fulfillment

Rolling out new targeting

models

across all

programs/products

Centralizing targeting

execution to a single,

in-house platform

Moving from product silo

targeting to holistic and

personalized customer

relationship targeting

Shifting to targeted

promotional deposit and

lending offers; ending the

use of “mass promotions”

Enabling and empowering

front-end colleagues across

channels to act as trusted

advisors

Providing relevant,

actionable, and specific

intelligence for personalized

customer treatment

Opportunity for increased

branch sales

by enabling 

pre-qualification

Leveraging preassembled

data and electronic

documents to streamline

origination fulfillment

Expected to help position us

as an industry leader with

the use of data to deliver

true personalization from

marketing through

origination and fulfillment

New technology will help

enable optimized marketing

spend, reduce operational

costs and originations

timelines, with a goal of

driving improved revenue

growth and profitability

35% increase in marketing response rates in 2016

25% reduction in marketing execution costs in 2016

Expedited home equity fulfillment pilot successfully launched

14

Growing advisory staff

(1)

405

362

320

306

2015

2016

2017 target

Financial Consultants

Premier Bankers

202

177

162

132

Licensed Bankers

550

503

462

331

Aligning sales force to better serve our highest-opportunity wealth clients

Building momentum with investment sales

(2)

1)

Data as of year-end for 2014, 2015 and 2016. Headcounts reflect full-time equivalents. 2017 data is estimated for year-end 2017 as of April 2017.

2)

Investment sales through Citizens Investment Services.

2014

2015

2016

2014

2015

2016

2014

$608

$687

$739

$674

$763

64%

61%

70%

80%

86%

36%

39%

30%

20%

14%

$ millions

2017 target

2017 target

15

1Q16

2Q16

3Q16

4Q16

1Q17

Managed Money

Transactional

1Q16

2Q16

3Q16

4Q16

1Q17

Accelerating Mortgage fee growth

Improving origination mix

Growing mortgage fees

Double digit growth in mortgage

banking fees

Expansion of sales force and focus on

conforming expected to help drive fee

growth and improved returns

Expect continued market share growth

to help mitigate impact of current

mortgage market headwinds

Multi-faceted approach: sales force

expansion, product enhancements,

channel optimization, improved

operational efficiency

$ millions

40%

40%

$1.4

$ billions

$1.7

$2.0

$2.2

$2.2

1) Period-end Loan Officer count (LO).

412

442

538

Mortgage fees

Loan officers

(1)

35%

33%

35%

42%

Portfolio mortgage originations

Secondary mortgage originations

16

$71

$101

$112

2014

2015

2016

A mindset of continuous improvement

Example: Using process automation for debit card chargeback processing to deliver

recovery benefits for the bank

Early Results

Reduced time per transaction from ~8 minutes to <2 minutes

More than 35,000 chargebacks ($3.5 million) filed since launch on March 1, 2017

Expect volume and value of chargebacks processed by end of May 2017 will surpass

total recovered losses for 2016

Continuously improving processes to drive efficiencies

Benefits

Improved customer experience

Increased productivity

Robotics used

to address this

Enhanced risk management

Quicker implementation

Customer

files a

claim

Claim

reviewed

Letter to

customer

informing

them of

provisional

credit

Chargeback

processes

(attempt to

recover

funds with

merchant)

Claim

finalized

Letter to

customer

finalizing

credit or

informing

of denial

17

6

Key messages

Consumer Banking continues to deliver strong growth and improving performance

Adapting to the changing world of retail banking

Remain focused on a customer-segment strategy

Optimizing lending portfolio and enhancing deposit capabilities

Investing to grow wealth and mortgage businesses

Self-funding investment through continuous improvement

18

Appendix / Key performance metrics, Non-GAAP financial

measures and reconciliations

19

Aspire to be a top-performing regional bank, delivering well for all stakeholders

Colleagues

Regulators

Investors

Communities & Society

Customer-centric culture

20

Customers

21

Our vision and credo guide us

To help our customers, colleagues and communities reach their potential

To be a top-performing bank distinguished by its customer-centric culture, mindset

of continuous improvement and excellent capabilities

We perform our best every day so we can do more for our customers, colleagues,

communities and shareholders

We strive to always exceed customer expectations, do the right thing, think

long-term, work together

We are citizens helping citizens reach their potential

Mission

Vision

Credo

At Citizens, continue to smartly grow our balance sheet

16%

16%

Good loan growth with rising yields

Return on loan book regulatory capital

improving

(2)

Stress losses as a % of loans declining

(3)

17%

17%

Total loans

$94

$108

(1)

$ billions

$99

1)

Period-end loan balances; includes held-for sale.

2)

Reflects after-tax return calculated as loan interest income/regulatory capital assuming a CET1 target of 10.5%.

3)

Total

loan

losses

as

a

percentage

of

the

total

loan

book

based

on

FRB

Severely

Adverse

Scenario

9-quarter

horizon

for

2014,

2015

and 2016.

22

10%

10%

5.8%

5.1%

4.8%

2014

2015

2016

Loan yield

3.34%

3.34%

3.58%

2014

2015

2016

21%

21%

23%

2014

2015

2016

Core retail portfolio

Highlights

Weighted-average core FICO score of 760

63% of the retail portfolio has a FICO score

of >750

Core Mortgage –

average portfolio FICO of 779

and LTV of 63%

4Q16 originations of $2.2 billion with

weighted-average FICO of 767 and yield

of 3.28%

Auto Finance –

Purchase only, no leasing,

average portfolio FICO of 730

64% new-car loans

4Q16 originations of $1.4 billion with

weighted-average FICO score of 747 and

weighted-average yield of 3.29%

Education Lending

95% of InSchool loans co-signed with

average portfolio FICO of 774

4Q16 InSchool originations of $58 million

with average FICO of 762 and 94%

co-sign rate

4Q16 organic refinance product originations

of $346 million with weighted-average FICO

of 783

4Q16 $54.5 billion core retail portfolio

Out of

Footprint

New

England

Mid-Atlantic

Midwest

Home

Equity

Mortgage

Auto

Cards

Education

Finance

Other

800+

750-799

700-749

650-699

600-649

<600

Note:

excludes

$1.5

billion

of

non-core

loans,

including

$1.1

billion

of

home

equity,

$291

million

of

education

and

$173

million

of

residential

mortgage.

1)

Portfolio balances as of December 31, 2016. Based on most current available FICO scores and collateral value. Loan term, lien position, risk rating, property type,

industry sector and geographic stratifications current as of September 30, 2016, as applicable.

(1)

by Product type

by

Geography

by

refreshed

FICO

(1)

$s in billions

2013

2014

2015

2016

Period-end loans

$43.2

$47.4

$50.7

$54.5

Average loans

$42.9

$45.1

$48.9

$52.3

30-Day past due %

2.53%

2.31%

2.13%

1.87%

NPL

%

2.31%

1.68%

1.53%

1.02%

NCO %

0.68%

0.55%

0.50%

0.47%

23

26%

35%

14%

25%

3%

5%

10%

19%

28%

35%

27%

29%

26%

12%

3%

3%

$s in billions

2013

2014

2015

2016

Period-end loans

$20.1

$18.7

$17.1

$15.9

Average loans

$20.7

$19.4

$17.2

$16.5

30-Day past due %

2.53%

2.71%

2.76%

2.53%

NPL

%

2.93%

2.41%

2.35%

2.13%

NCO %

0.66%

0.47%

0.34%

0.15%

1)

As of December 31, 2016. Excludes serviced by other portfolio.

2)

Portfolio balances as of December 31, 2016. Based on most current available FICO scores and collateral value. Loan term, lien position, risk rating, property type, industry sector and geographic stratifications current as

of December 31, 2016, as applicable.

3)

LTV based on refreshed collateral values and assumes that any undrawn borrowing capacity is fully funded

by Lien position

by Lien position

2nd

1st

2nd

1st

53% of the portfolio is secured by 1

st

lien

Weighted-average FICO of 766

88% has an LTV of less than 80%

4Q16 HELOC originations of $1.3 billion

Weighted-average FICO score of 790 and a

weighted-average CLTV of 64.1%

59% of originations are first-lien

Highlights

(2)

(2)

Core home equity portfolio

(1)

by Refreshed LTV

by Refreshed FICO

by Refreshed FICO

649

650-699

700-749

750-799

800+

<70%

90-100%

600-649

650-699

700-749

750-799

800+

<600

71-79%

<70%

70-79%

80-89%

100%+

WA FICO

769

WA FICO

746

88% with LTV <80%

90% with LTV <80%

(2)

(2,3)

(2)

(2,3)

by Refreshed LTV

24

80-89%

90-100%

100%+

4Q16 $14.1 billion HELOC

4Q16 $1.8 billion HELOAN

34%

66%

7%

9%

13%

16%

19%

36%

82%

8%

5%

3%

2%

49%

51%

6%

9%

17%

27%

41%

67%

21%

9%

2%

1%

$14.3 

$9.4 

($1.8)

($1.1)

($1.5)

($0.5)

Total O/S

In repay

2017

2018

2019

2020+

Highlights

Between 2017 –

2019,  $3.1 billion in drawn balances

($3.0 billion of undrawn balances) are scheduled to

mature, or 22%, of the total drawn HELOC balances

Weighted average FICO of 762, and CLTV of

64% with 36% secured by 1

st

lien

In no single year is the maturing population

balance greater than $1.5 billion

Maturing vintages as of December 31, 2016

HELOC payment shock management

2014 –

$899 million

2015 –

$1.26 billion

2016 –

$916 million

Maturity schedule 2017 -

2019

as of December 31, 2016

$s in billions

1)

Includes serviced by other portfolio.

(1)

25

Proactive mitigation efforts

Initiated comprehensive mitigation plan to

manage exposure and assist customers through

reset by offering alternative

financing/forbearance options

Begin reaching out two years in advance of

maturity dates

Policies, procedures and monitoring

requirements; guidance on TDR/collateral

dependency recognition

Enhanced product to maximize customer

options –

new 30-year, high-LTV HE loan

product

Proactive assessment of unused lines before

maturity to manage higher-risk customers

2017-2019 Maturing Population:

36% Sr. Lien; 79% <80% CLTV; 66% >740 FICO

92% <80% CLTV or >740 FICO

Charged-off

30+ Delinquent

Loan modification

Current without changes

Paid off

CFG refinance

26%

34%

29%

6%

3%

3%

42%

28%

21%

3%

3%

2%

49%

21%

24%

1%

4%

1%

Core mortgage portfolio overview

Highlights

Jumbo mortgages originated primarily within the

Bank’s lending footprint

Predominately in-footprint with a

weighted-average refreshed portfolio FICO score of

779 and CLTV of 63%

4Q16 originations of $2.2 billion with weighted-

average FICO of 767 and yield of 3.28%

OREO portfolio of 135 units at $17.0 million

4Q16 $14.9

billion core mortgage portfolio

by Refreshed

CLTV

by Refreshed FICO

$s in billions

2013

2014

2015

2016

Period-end loans

$9.0

$11.5

$12.6

$14.9

Average loans

$8.6

$10.3

$12.0

$13.8

30-Day past due %

4.68%

3.44%

2.58%

1.80%

NPL

%

3.66%

2.64%

2.30%

0.88%

NCO %

0.38%

0.16%

0.07%

0.08%

600-649

650-699

700-749

<600

90-100%

71-79%

80-89%

100%+

Origination detail

$s in millions

Note: Excludes $173 million of non-core mortgage loans as of December 31, 2016.

1)

Portfolio

balances

as

of

December

31,

2016.

Based

on

most

current

available

FICO

scores

and

collateral

value.

Loan

term,

lien

position,

risk

rating,

property

type,

industry

sector and geographic stratifications current as of December 31, 2016, as applicable.

(1)

(1)

750-799

<70%

800+

26

61%

28%

7%

3%

1%

2%

2%

5%

16%

32%

43%

73%

73%

75%

74%

73%

WA LTV

Auto portfolio credit metrics

27

Auto

Finance

portfolio

–

purchase

only, no

leasing, weighted-average FICO score

of 730

4Q16 originations of $1.4 billion with

weighted-average FICO score of 747 and

weighted-average yield of 3.88%

68% of the portfolio has a FICO score of

greater than 700, 54%

72 months and

64% are new-car loans

Nearly 70% of the portfolio secured by

pickups, SUVs or CUVs with only 13%

secured

by

midsize

vehicles

(3)

76-

to 84-month term originations have a

weighted-average FICO score of 767

Highlights

601-649

650-699

700-749

750-799

800

by Refreshed FICO score

36

37-48

49-60

76-84

61-63

64-66

67-72

73-75

by Origination LTV

80-89%

90-99%

100-109%

110-119%

120%

80%

600

1)

Assumes that for loans where refreshed FICO score information not available, the balance stratification is consistent with the remainder of the portfolio.

2)

Portfolio balances as of December 31, 2016. Based on most current available FICO scores. LTV ratio, loan term, lien position, risk rating, property type, industry sector and

geographic stratifications current as of December 31, 2016, as applicable. LTV calculated utilizing actual invoice amount or Kelley Blue Book value.

3)

Portfolio collateral mix as of April 30, 2017.

(1)

(1,2)

Auto + SCUSA Originations

$s in billions

(2)

4Q16 $13.9

billion Auto portfolio

% new car

64%

$s in billions

2013

2014

2015

2016

Period-end loans

$9.4

$12.7

$13.8

$13.9

Average loans

$8.9

$11.0

$13.5

$14.0

30-Day past due %

0.52%

0.83%

1.35%

1.74%

NPL

%

0.18%

0.17%

0.30%

0.36%

NCO %

0.07%

0.21%

0.51%

0.68%

(2)

(2)

by Term

(2)

(months)

5%

9%

18%

24%

23%

21%

15%

15%

20%

22%

16%

12%

1%

1%

13%

2%

1%

36%

25%

21%

99%

99%

99%

97%

97%

WA LTV

$1.3

$1.4

$1.6

$1.4

$1.2

$1.5

$1.5

$1.8

$1.6

$1.4

748

749

746

746

747

4Q15

1Q16

2Q16

3Q16

4Q16

Organic Auto

SCUSA

$0.2

$0.1

$0.2

$0.2

$0.2

WA FICO

700-739

Core education finance portfolio overview

Highlights

by Refreshed FICO

Note: YoY delinquency and NPL improvement driven by sale of FFELP loans in 3Q 2014.

Previous origination data was based on amounts disbursed to students per quarter and represented balance sheet loan growth. Current data represents full amounts originated per

quarter that have been committed to borrowers.

1)

Portfolio

balances

as

of

December

31,

2016.

Based

on

most

current

available

FICO

scores

and

collateral

value.

Loan

term,

lien

position,

risk

rating,

property

type,

industry

sector

and

geographic stratifications current as of December 31, 2016, as applicable.

Core education finance portfolio average FICO score of 774

and co-sign rate of 49%

95% of InSchool loans co-signed with average FICO of 774

4Q16 InSchool originations of $58 million with average

FICO of 762 and 94% co-sign rate

Total organic refinance portfolio of $2.2 billion with

weighted-average FICO of 780

4Q16 organic refi

product originations of $346 million with

weighted-average FICO of 783

SoFi purchased portfolio balance of $1.6 billion with

average FICO of 773

<650

740-779

650-699

780-799

800-850

by Segment

InSchool

Legacy

run off

Refinance

loan

Acquired

portfolios

(1)

$s in billions

2013

2014

2015

2016

Period-end loans

$1.8

$1.9

$4.0

$6.3

Average loans

$1.5

$1.7

$3.0

$5.3

30-Day past

due %

3.77%

1.13%

0.72%

0.53%

NPL

%

1.80%

0.53%

0.45%

0.25%

NCO %

0.53%

0.37%

0.41%

0.40%

4Q16 $6.3

billion core education finance portfolio

(1)

Origination

Detail

$s in millions

28

95%

93%

83%

96%

94%

38%

39%

36%

33%

33%

In School origination co-sign rate

ERL origination co-sign rate

$267

$345

$359

$700

$436

777

777

781

778

780

4Q15

1Q16

2Q16

3Q16

4Q16

InSchool

ERL

WA Origination FICO

2%

6%

14%

27%

16%

35%

26%

7%

39%

28%

83%

73%

67%

17%

27%

33%

$314

$431

$712

$1,049

1Q16

2Q16

3Q16

4Q16

Consumer unsecured installment

Total

Consumer unsecured*

$s in millions

1Q16

2Q16

3Q16

4Q16

Period-end loans

$314

$431

$712

$1,049

Average loans

$265

$372

$504

$908

30-Day past due %

1.00%

1.48%

1.16%

0.97%

NPL

%

0.00%

0.00%

0.00%

0.02%

NCO %

0.00%

0.00%

0.03%

0.17%

Highlights

Launched merchant partnership financing in 3Q15

and in 2016 expanded our unsecured offerings with

the launch of our consumer unsecured installment

product

Originated ~$1.2 billion unsecured loans in 2016

with weighted-average FICO score of 750

Consumer unsecured installment product focuses on

super prime and high-prime borrowers

Average term 5.5 years with portfolio weighted-

average FICO of 765

Developing strategic partnerships designed around

high-quality merchant partnership offerings 

Partnerships utilize loss-sharing arrangements

Apple partnership launched mid-2015

Vivint

Smart Home and HP partnerships launched

in 1Q17

Consumer unsecured portfolio

2016 growth trend

$s in millions

4Q16 merchant partnership portfolio

by origination FICO score

4Q16 consumer unsecured installment

by refreshed FICO score

WA FICO

765

*Note: Excludes credit card and education portfolios.

1)

Product finance portfolio represents strategic partnerships in which Citizens finances the purchase of a partner’s product. Refreshed FICO score not available. FICO scores based on origination.

(1)

800+

780-799

760-779

720-739

700-719

680-699

740-759

WA FICO

749

800+

750-799

700-749

600-649

<600

650-699

29

<680

1%

6%

16%

24%

27%

26%

4%

4%

7%

11%

14%

17%

17%

25%

Key performance metrics, Non-GAAP financial measures and reconciliations

30

$s in millions, except share, per share and ratio data

1Q17

4Q16

3Q16

2Q16

1Q16

$

%

$

%

Noninterest income, adjusted:

Noninterest income (GAAP)

$379

$377

$435

$355

$330

$2

1

%

$49

15

%

Less: Notable items

—

—

67

—

—

—

—

—

—

Noninterest income, adjusted (non-GAAP)

$379

$377

$368

$355

$330

$2

1

%

$49

15

%

Total revenue, adjusted:

Total revenue (GAAP)

A

$1,384

$1,363

$1,380

$1,278

$1,234

$21

2

%

$150

12

%

Less: Notable items

—

—

67

—

—

—

—

—

—

Total revenue, adjusted (non-GAAP)

B

$1,384

$1,363

$1,313

$1,278

$1,234

$21

2

%

$150

12

%

Noninterest expense, adjusted:

Noninterest expense (GAAP)

C

$854

$847

$867

$827

$811

$7

1

%

$43

5

%

Less: Notable items

—

—

36

—

—

—

—

—

—

Noninterest expense, adjusted (non-GAAP)

D

$854

$847

$831

$827

$811

$7

1

%

$43

5

%

Pre-provision profit:

Total revenue (GAAP)

A

$1,384

$1,363

$1,380

$1,278

$1,234

$21

2

%

$150

12

%

Noninterest expense (GAAP)

C

854

847

867

827

811

7

1

43

5

Pre-provision profit (GAAP)

$530

$516

$513

$451

$423

$14

3

%

$107

25

%

Pre-provision profit, adjusted:

Total revenue, adjusted (non-GAAP)

B

$1,384

$1,363

$1,313

$1,278

$1,234

$21

2

%

$150

12

%

Less: Noninterest expense, adjusted (non-GAAP)

D

854

847

831

827

811

7

1

43

5

Pre-provision profit, adjusted (non-GAAP)

$530

$516

$482

$451

$423

$14

3

%

$107

25

%

Income before income tax expense, adjusted:

Income before income tax expense (GAAP)

$434

$414

$427

$361

$332

$20

5

%

$102

31

%

Less: Income before income tax expense (benefit) related to notable items

—

—

31

—

—

—

—

—

—

Income before income tax expense, adjusted (non-GAAP)

$434

$414

$396

$361

$332

$20

5

%

$102

31

%

Income tax expense and effective income tax rate, adjusted:

Income tax expense (GAAP)

$114

$132

$130

$118

$109

($18)

(14%)

$5

5

%

Less: Income tax expense (benefit) related to notable items

—

—

12

—

—

—

—

—

—

Income tax expense, adjusted (non-GAAP)

$114

$132

$118

$118

$109

($18)

(14%)

$5

5

%

Net income, adjusted:

Net income (GAAP)

E

$320

$282

$297

$243

$223

$38

13

%

$97

43

%

Add: Notable items, net of income tax expense (benefit)

—

—

(19)

—

—

—

—

—

—

Net income, adjusted (non-GAAP)

F

$320

$282

$278

$243

$223

$38

13

%

$97

43

%

Net income available to common stockholders, adjusted:

Net income available to common stockholders (GAAP)

G

$313

$282

$290

$243

$216

$31

11%

$97

45

%

Add: Notable items, net of income tax expense (benefit)

—

—

(19)

—

—

—

—

—

—

Net income available to common stockholders, adjusted (non-GAAP)

H

$313

$282

$271

$243

$216

$31

11

%

$97

45

%

4Q16

1Q16

QUARTERLY TRENDS

1Q17 Change

Key performance metrics, Non-GAAP financial measures and reconciliations

31

$s in millions, except share, per share and ratio data

1Q17

4Q16

3Q16

2Q16

1Q16

$/bps

%

$/bps

%

Operating leverage:

Total revenue (GAAP)

A

$1,384

$1,363

$1,380

$1,278

$1,234

$21

1.54

%

$150

12.16

%

Less: Noninterest expense (GAAP)

C

854

847

867

827

811

7

0.83

43

5.30

Operating leverage

0.71

%

6.86

%

Operating leverage, adjusted:

Total revenue, adjusted (non-GAAP)

B

$1,384

$1,363

$1,313

$1,278

$1,234

$21

1.54

%

$150

12.16

%

Less: Noninterest expense, adjusted (non-GAAP)

D

854

847

831

827

811

7

0.83

43

5.30

Operating leverage, adjusted (non-GAAP)

0.71

%

6.86

%

Efficiency ratio and efficiency ratio, adjusted:

Efficiency ratio

C/A

61.68

%

62.18

%

62.88

%

64.71

%

65.66

%

(50)

bps

(398)

bps

Efficiency ratio, adjusted (non-GAAP)

D/B

61.68

62.18

63.31

64.71

65.66

(50)

bps

(398)

bps

Return on average common equity and return on average common equity, adjusted:

Average common equity (GAAP)

I

$19,460

$19,645

$19,810

$19,768

$19,567

($185)

(1%)

($107)

(1%)

Return on average common equity

G/I

6.52

%

5.70

%

5.82

%

4.94

%

4.45

%

82

bps

207

bps

Return on average common equity, adjusted (non-GAAP)

H/I

6.52

5.70

5.44

4.94

4.45

82

bps

207

bps

Return on average tangible common equity and return on average tangible common equity, adjusted:

Average common equity (GAAP)

I

$19,460

$19,645

$19,810

$19,768

$19,567

($185)

(1%)

($107)

(1%)

Less: Average goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

—

—

—

—

Less: Average other intangibles (GAAP)

—

1

1

2

3

(1)

(100)

(3)

(100)

Add: Average deferred tax liabilities related to goodwill (GAAP)

531

523

509

496

481

8

2

50

10

Average tangible common equity

J

$13,115

$13,291

$13,442

$13,386

$13,169

($176)

(1%)

($54)

—%

Return on average tangible common equity

G/J

9.68

%

8.43

%

8.58

%

7.30

%

6.61

%

125

bps

307

bps

Return on average tangible common equity, adjusted (non-GAAP)

H/J

9.68

8.43

8.02

7.30

6.61

125

bps

307

bps

Return on average total assets and return on average total assets, adjusted:

Average total assets (GAAP)

K

$148,786

$147,315

$144,399

$142,179

$138,780

$1,471

1

%

$10,006

7

%

Return on average total assets

E/K

0.87

%

0.76

%

0.82

%

0.69

%

0.65

%

11

bps

22

bps

Return on average total assets, adjusted (non-GAAP)

F/K

0.87

0.76

0.77

0.69

0.65

11

bps

22

bps

Return on average total tangible assets and return on average total tangible assets, adjusted:

Average total assets (GAAP)

K

$148,786

$147,315

$144,399

$142,179

$138,780

$1,471

1

%

$10,006

7

%

Less: Average goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

—

—

—

—

Less: Average other intangibles (GAAP)

—

1

1

2

3

(1)

(100)

(3)

(100)

Add: Average deferred tax liabilities related to goodwill (GAAP)

531

523

509

496

481

8

2

50

10

Average tangible assets

L

$142,441

$140,961

$138,031

$135,797

$132,382

$1,480

1

%

$10,059

8

%

Return on average total tangible assets

E/L

0.91

%

0.79

%

0.86

%

0.72

%

0.68

%

12

bps

23

bps

Return on average total tangible assets, adjusted (non-GAAP)

F/L

0.91

0.79

0.80

0.72

0.68

12

bps

23

bps

QUARTERLY TRENDS

1Q17 Change

4Q16

1Q16

Key performance metrics, Non-GAAP financial measures and reconciliations

32

$s in millions, except share, per share and ratio data

1Q17

4Q16

3Q16

2Q16

1Q16

$/bps

%

$/bps

%

Tangible book value per common share:

Common shares -

at end of period (GAAP)

M

509,515,646

511,954,871

518,148,345

529,094,976

528,933,727

(2,439,225)

—%

(19,418,081)

(4%)

Common stockholders' equity (GAAP)

$19,600

$19,499

$19,934

$19,979

$19,718

$101

1

($118)

(1)

Less: Goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

—

—

—

—

Less: Other intangible assets (GAAP)

—

1

1

2

3

(1)

(100)

(3)

(100)

Add: Deferred tax liabilities related to goodwill (GAAP)

534

532

519

507

494

2

—

40

8

Tangible common equity

N

$13,258

$13,154

$13,576

$13,608

$13,333

$104

1

%

($75)

(1%)

Tangible book value per common share

N/M

$26.02

$25.69

$26.20

$25.72

$25.21

$0.33

1

%

$0.81

3

%

Net income per average common share -

basic and diluted, adjusted:

Average common shares outstanding -

basic (GAAP)

O

509,451,450

512,015,920

519,458,976

528,968,330

528,070,648

(2,564,470)

(1%)

(18,619,198)

(4%)

Average common shares outstanding -

diluted (GAAP)

P

511,348,200

513,897,085

521,122,466

530,365,203

530,446,188

(2,548,885)

—

(19,097,988)

(4)

Net income available to common stockholders (GAAP)

G

$313

$282

$290

$243

$216

$31

11

$97

45

Net income per average common share -

basic (GAAP)

G/O

0.61

0.55

0.56

0.46

0.41

0.06

11

0.20

49

Net income per average common share -

diluted (GAAP)

G/P

0.61

0.55

0.56

0.46

0.41

0.06

11

0.20

49

Net income available to common stockholders, adjusted (non-GAAP)

H

313

282

271

243

216

31

11

97

45

Net income per average common share -

basic, adjusted (non-GAAP)

H/O

0.61

0.55

0.52

0.46

0.41

0.06

11

0.20

49

Net income per average common share -

diluted, adjusted (non-GAAP)

H/P

0.61

0.55

0.52

0.46

0.41

0.06

11

0.20

49

Pro forma Basel III fully phased-in common equity tier 1 capital ratio

1

:

Common equity tier 1 capital (regulatory)

$13,941

$13,822

$13,763

$13,768

$13,570

Less: Change in DTA and other threshold deductions (GAAP)

—

—

—

1

1

Pro forma Basel III fully phased-in common equity tier 1 capital

Q

$13,941

$13,822

$13,763

$13,767

$13,569

Risk-weighted assets (regulatory general risk weight approach)

$124,881

$123,857

$121,612

$119,492

$116,591

Add: Net change in credit and other risk-weighted assets (regulatory)

247

244

228

228

232

Pro forma Basel III standardized approach risk-weighted assets

R

$125,128

$124,101

$121,840

$119,720

$116,823

Pro forma Basel III fully phased-in common equity tier 1 capital ratio

1

Q/R

11.1

%

11.1

%

11.3

%

11.5

%

11.6

%

QUARTERLY TRENDS

1Q17 Change

4Q16

1Q16

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

33

$s in millions, except share, per share and ratio data

1Q17

4Q16

3Q16

2Q16

1Q16

$

%

$

%

Other income, adjusted

Other income (GAAP)

$24

$25

$87

$15

$20

($1)

(4%)

$4

20

%

Less: Notable items

—

—

67

—

—

—

—

—

—

Other income, adjusted (non-GAAP)

$24

$25

$20

$15

$20

($1)

(4%)

$4

20

%

Salaries and employee benefits, adjusted:

Salaries and employee benefits (GAAP)

$444

$420

$432

$432

$425

$24

6

%

$19

4

%

Less: Notable items

—

—

11

—

—

—

—

—

—

Salaries and employee benefits, adjusted (non-GAAP)

$444

$420

$421

$432

$425

$24

6

%

$19

4

%

Outside services, adjusted:

Outside services (GAAP)

$91

$98

$102

$86

$91

($7)

(7%)

$—

—%

Less: Notable items

—

—

8

—

—

—

—

—

—

Outside services, adjusted (non-GAAP)

$91

$98

$94

$86

$91

($7)

(7%)

$—

—%

Occupancy, adjusted:

Occupancy (GAAP)

$82

$77

$78

$76

$76

$5

6

%

$6

8

%

Less: Notable items

—

—

—

—

—

—

—

—

—

Occupancy, adjusted (non-GAAP)

$82

$77

$78

$76

$76

$5

6

%

$6

8

%

Equipment expense, adjusted:

Equipment expense (GAAP)

$67

$69

$65

$64

$65

($2)

(3%)

$2

3

%

Less: Notable items

—

—

—

—

—

—

—

—

—

Equipment expense, adjusted (non-GAAP)

$67

$69

$65

$64

$65

($2)

(3%)

$2

3

%

Amortization of software, adjusted:

Amortization of software (GAAP)

$44

$44

$46

$41

$39

$—

—%

$5

13

%

Less: Notable items

—

—

3

—

—

—

—

—

—

Amortization of software, adjusted (non-GAAP)

$44

$44

$43

$41

$39

$—

—%

$5

13

%

Other operating expense, adjusted:

Other operating expense (GAAP)

$126

$139

$144

$128

$115

($13)

(9%)

$11

10

%

Less: Notable items

—

—

14

—

—

—

—

—

—

Other operating expense, adjusted (non-GAAP)

$126

$139

$130

$128

$115

($13)

(9%)

$11

10

%

4Q16

1Q16

QUARTERLY TRENDS

1Q17 Change

Key performance metrics, Non-GAAP financial measures and reconciliations

34

$s in millions, except share, per share and ratio data

2016

2015

2014

$

%

Noninterest income, adjusted:

Noninterest income (GAAP)

$1,497

$1,422

$1,678

$75

5

%

Less: Special items

—

—

288

—

—

Less: Notable items

67

—

—

67

100

Noninterest income, adjusted (non-GAAP)

$1,430

$1,422

$1,390

$8

1

%

Total revenue, adjusted:

Total revenue (GAAP)

A

$5,255

$4,824

$4,979

$431

9

%

Less: Special items

—

—

288

—

—

Less: Notable items

67

—

—

67

100

Total revenue, adjusted (non-GAAP)

B

$5,188

$4,824

$4,691

$364

8

%

Noninterest expense, adjusted:

Noninterest expense (GAAP)

C

$3,352

$3,259

$3,392

$93

3

%

Less: Restructuring charges and special items

—

50

169

(50)

(100)

Less: Notable items

36

—

—

36

100

Noninterest expense, adjusted (non-GAAP)

D

$3,316

$3,209

$3,223

$107

3

%

Pre-provision profit, adjusted:

Total revenue, adjusted (non-GAAP)

$5,188

$4,824

$4,691

$364

8

%

Less: Noninterest expense, adjusted (non-GAAP)

3,316

3,209

3,223

107

3

Pre-provision profit, adjusted (non-GAAP)

$1,872

$1,615

$1,468

$257

16

%

Income before income tax expense, adjusted:

Income before income tax expense (GAAP)

E

$1,534

$1,263

$1,268

$271

21

%

Less: Income before income tax expense (benefit) related to restructuring charges

and special items

—

(50)

119

50

100

Less: Income before income tax expense (benefit) related to notable items

31

—

—

31

100

Income before income tax expense, adjusted (non-GAAP)

F

$1,503

$1,313

$1,149

$190

14

%

Income tax expense, adjusted:

Income tax expense (GAAP)

G

$489

$423

$403

$66

16

%

Less: Income tax expense (benefit) related to restructuring charges and special

items

—

(19)

44

19

100

Less: Income tax expense (benefit) related to notable items

12

—

—

12

100

Income tax expense, adjusted (non-GAAP)

H

$477

$442

$359

$35

8

%

Net income, adjusted:

Net income (GAAP)

I

$1,045

$840

$865

$205

24

%

Add: Restructuring charges and special items, net of income tax expense (benefit)

—

31

(75)

(31)

(100)

Add: Notable items, net of income tax expense (benefit)

(19)

—

—

(19)

(100)

Net income, adjusted (non-GAAP)

J

$1,026

$871

$790

$155

18

%

Net income available to common stockholders, adjusted:

Net income available to common stockholders (GAAP)

K

$1,031

$833

$865

$198

24

%

Add: Restructuring charges and special items, net of income tax expense (benefit)

—

31

(75)

(31)

(100)

Add: Notable items, net of income tax expense (benefit)

(19)

—

—

(19)

(100)

Net income available to common stockholders, adjusted (non-GAAP)

L

$1,012

$864

$790

$148

17

%

Effective income tax rate, adjusted:

Effective income tax rate

G/E

31.88%

33.52%

(164)

bps

Effective income tax rate, adjusted:

H/F

31.74

33.67

(193)

bps

FULL YEAR

2016 Change

2015

Key performance metrics, Non-GAAP financial measures and reconciliations

35

$s in millions, except share, per share and ratio data

2016

2015

2014

$/bps

%

Operating leverage:

Total revenue (GAAP)

A

$5,255

$4,824

$431

8.93

%

Less: Noninterest expense (GAAP)

C

3,352

3,259

93

2.85

Operating leverage

6.08

%

Operating leverage, adjusted:

Total revenue, adjusted (non-GAAP)

B

$5,188

$4,824

$364

7.55

%

Less: Noninterest expense, adjusted (non-GAAP)

D

3,316

3,209

107

3.33

Operating leverage, adjusted (non-GAAP)

4.22

%

Efficiency ratio and efficiency ratio, adjusted:

Efficiency ratio

C/A

63.80

%

67.56

%

68.12

%

(376)

bps

Efficiency ratio, adjusted (non-GAAP)

D/B

63.92

66.52

68.70

(260)

bps

Return on average common equity and return on average common equity,

adjusted:

Average common equity (GAAP)

M

$19,698

$19,354

$19,399

$344

2

%

Return on average common equity

K/M

5.23

%

4.30

%

4.46

%

93

bps

Return on average common equity, adjusted (non-GAAP)

L/M

5.14

4.46

4.07

68

bps

Return on average tangible common equity and return on average tangible

common equity, adjusted:

Average common equity (GAAP)

M

$19,698

$19,354

$19,399

$344

2

%

Less: Average goodwill (GAAP)

6,876

6,876

6,876

—

—

Less: Average other intangibles (GAAP)

2

4

7

(2)

(50)

Add: Average deferred tax liabilities related to goodwill (GAAP)

502

445

377

57

13

Average tangible common equity

N

$13,322

$12,919

$12,893

$403

3

%

Return on average tangible common equity

K/N

7.74

%

6.45

%

6.71

%

129

bps

Return on average tangible common equity, adjusted (non-GAAP)

L/N

7.60

6.69

6.13

91

bps

Return on average total assets and return on average total assets, adjusted:

Average total assets (GAAP)

O

$143,183

$135,070

$127,624

$8,113

6

%

Return on average total assets

I/O

0.73

%

0.62

%

0.68

%

11

bps

Return on average total assets, adjusted (non-GAAP)

J/O

0.72

0.64

0.62

%

8

bps

Return on average total tangible assets and return on average total tangible

assets, adjusted:

Average total assets (GAAP)

O

$143,183

$135,070

$127,624

$8,113

6

%

Less: Average goodwill (GAAP)

6,876

6,876

6,876

—

—

Less: Average other intangibles (GAAP)

2

4

7

(2)

(50)

Add: Average deferred tax liabilities related to goodwill (GAAP)

502

445

377

57

13

Average tangible assets

P

$136,807

$128,635

$121,118

$8,172

6

%

Return on average total tangible assets

I/P

0.76

%

0.65

%

0.71

%

11

bps

Return on average total tangible assets, adjusted (non-GAAP)

J/P

0.75

0.68

0.65

7

bps

FULL YEAR

2016 Change

2015

Key performance metrics, Non-GAAP financial measures and reconciliations

36

$s in millions, except share, per share and ratio data

2016

2015

2014

$/bps

%

Tangible book value per common share:

Common shares - at end of period (GAAP)

Q

511,954,871

527,774,428

545,884,519

(15,819,557)

(3%)

Common stockholders' equity (GAAP)

$19,499

$19,399

$19,268

$100

1

Less: Goodwill (GAAP)

6,876

6,876

6,876

—

—

Less: Other intangible assets (GAAP)

1

3

6

(2)

(67)

Add: Deferred tax liabilities related to goodwill (GAAP)

532

480

420

52

11

Tangible common equity

R

$13,154

$13,000

$12,806

$154

1

%

Tangible book value per common share

R/Q

$25.69

$24.63

$23.46

$1.06

4

%

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

Average common shares outstanding - basic (GAAP)

S

522,093,545

535,599,731

556,674,146

(13,506,186)

(3%)

Average common shares outstanding - diluted (GAAP)

T

523,930,718

538,220,898

557,724,936

(14,290,180)

(3)

Net income available to common stockholders (GAAP)

K

$1,031

$833

$865

$198

24

Net income per average common share -  basic (GAAP)

K/S

1.97

1.55

1.55

0.42

27

Net income per average common share -  diluted (GAAP)

K/T

1.97

1.55

1.55

0.42

27

Net income available to common stockholders, adjusted (non-GAAP)

L

1,012

864

790

148

17

Net income per average common share -  basic, adjusted (non-GAAP)

L/S

1.94

1.61

1.42

0.33

20

Net income per average common share -  diluted, adjusted (non-GAAP)

L/T

1.93

1.61

1.42

0.32

20

FULL YEAR

2016 Change

2015

Key performance metrics, Non-GAAP financial measures and reconciliations

37

$s in millions, except share, per share and ratio data

FULL YEAR

2016

2015

2014

Consumer

Banking

Commercial

Banking

Total

Consumer and

Commercial

Banking

Consumer

Banking

Commercial

Banking

Total

Consumer and

Commercial

Banking

Consumer

Banking

Commercial

Banking

Total

Consumer and

Commercial

Banking

Net income (GAAP)

A

$345

$631

$976

$262

$579

$841

$182

$561

$743

Risk-adjusted regulatory capital

B

$5,166

$5,071

$10,237

$4,739

$4,666

$9,405

$4,665

$4,174

$8,839

Return on adjusted regulatory capital

A/B

6.68 %

12.44 %

9.53 %

5.53 %

12.41 %

8.94 %

3.90 %

13.43 %

8.40 %

Key performance metrics, Non-GAAP financial measures and reconciliations

38

$s in millions, except share, per share and ratio data

Consumer

Commercial

Other

Consolidated

Consumer

Commercial

Other

Consolidated

Consumer

Commercial

Other

Consolidated

Net income available to common stockholders:

Net income (loss) (GAAP)

A

$95

$180

$45

$320

$92

$172

$18

$282

$92

$162

$43

$297

Less: Preferred stock dividends

—

—

7

7

—

—

—

—

—

—

7

7

Net income available to common stockholders

B

$95

$180

$38

$313

$92

$172

$18

$282

$92

$162

$36

$290

Return on average tangible common equity:

Average common equity (GAAP)

$5,460

$5,528

$8,472

$19,460

$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

—

—

6,876

6,876

Average other intangibles (GAAP)

—

—

—

—

—

—

1

1

—

—

1

1

Add: Average deferred tax liabilities related to goodwill (GAAP)

—

—

531

531

—

—

523

523

—

—

509

509

Average tangible common equity

C

$5,460

$5,528

$2,127

$13,115

$5,275

$5,278

$2,738

$13,291

$5,190

$5,172

$3,080

$13,442

Return on average tangible common equity

B/C

7.06

%

13.18

%

NM

9.68

%

6.97

%

12.94

%

NM

8.43

%

7.04

%

12.50

%

NM

8.58

%

Return on average total tangible assets:

Average total assets (GAAP)

$58,660

$49,243

$40,883

$148,786

$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

—

—

6,876

6,876

Average other intangibles (GAAP)

—

—

—

—

—

—

1

1

—

—

1

1

Add: Average deferred tax liabilities related to goodwill (GAAP)

—

—

531

531

—

—

523

523

—

—

509

509

Average tangible assets

D

$58,660

$49,243

$34,538

$142,441

$58,066

$48,024

$34,871

$140,961

$56,689

$47,902

$33,440

$138,031

Return on average total tangible assets

A/D

0.66

%

1.48

%

NM

0.91

%

0.63

%

1.42

%

NM

0.79

%

0.64

%

1.35

%

NM

0.86

%

Efficiency ratio:

Noninterest expense (GAAP)

E

$647

$190

$17

$854

$649

$187

$11

$847

$650

$181

$36

$867

Net interest income (GAAP)

638

346

21

1,005

639

347

—

986

621

327

(3)

945

Noninterest income (GAAP)

220

134

25

379

227

122

28

377

229

123

83

435

Total revenue (GAAP)

F

$858

$480

$46

$1,384

$866

$469

$28

$1,363

$850

$450

$80

$1,380

Efficiency ratio

E/F

75.41

%

39.80

%

NM

61.68

%

74.90

%

39.83

%

NM

62.18

%

76.46

%

40.21

%

NM

62.88

%

Consumer

Commercial

Other

Consolidated

Consumer

Commercial

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

%

2017

2016

2016

THREE MONTHS ENDED MAR 31,

THREE MONTHS ENDED DEC 31,

THREE MONTHS ENDED SEPT 30,

THREE MONTHS ENDED JUNE 30,

THREE MONTHS ENDED MAR 31,

2016

2016

Key performance metrics, Non-GAAP financial measures and reconciliations

39

$s in millions, except share, per share and ratio data

1Q17

4Q16

1Q16

$/bps

%

$/bps

%

Income before income tax expense (GAAP)

A

$434

$414

$332

$20

4.8

%

$102

30.7

%

Income tax expense and effective income tax rate, underlying:

Income tax expense (GAAP)

B

$114

$132

$109

($18)

(13.6)%

$5

4.6

%

Less: Settlement of certain state tax matters

(23)

—

—

(23)

(100.0)

(23)

(100.0)

Income tax expense, underlying

C

$137

$132

$109

$5

3.8

%

$28

25.7

%

Effective income tax rate (GAAP)

B/A

26.36

%

31.90

%

32.87

%

(554)

bps

(651)

bps

Effective income tax rate, underlying

C/A

31.56

31.90

32.87

(34)

bps

(131)

bps

Net income, underlying:

Net income (GAAP)

D

$320

$282

$223

$38

13.5

%

$97

43.5

%

Less: Settlement of certain state tax matters

23

—

—

23

100.0

23

100.0

Net income, underlying

E

$297

$282

$223

$15

5.3

%

$74

33.2

%

Net income available to common stockholders, underlying:

Net income available to common stockholders (GAAP)

F

$313

$282

$216

$31

11.0

%

$97

44.9

%

Less: Settlement of certain state tax matters

23

—

—

23

100.0

23

100.0

Net income available to common stockholders, underlying

G

$290

$282

$216

$8

2.8

%

$74

34.3

%

Return on average common equity and return on average common equity, underlying:

Average common equity (GAAP)

H

$19,460

$19,645

$19,567

($185)

(0.9)%

($107)

(0.5)%

Return on average common equity

F/H

6.52

%

5.70

%

4.45

%

82

bps

207

bps

Return on average common equity, underlying

G/H

6.05

5.70

4.45

35

bps

160

bps

Average common equity (GAAP)

H

$19,460

$19,645

$19,567

($185)

(0.9)%

($107)

(0.5)%

Less: Average goodwill (GAAP)

6,876

6,876

6,876

—

—

—

—

Less: Average other intangibles (GAAP)

—

1

3

(1)

(100.0)

(3)

(100.0)

Add: Average deferred tax liabilities related to goodwill (GAAP)

531

523

481

8

1.5

50

10.4

Average tangible common equity

I

$13,115

$13,291

$13,169

($176)

(1.3)%

($54)

(0.4)%

Return on average tangible common equity

F/I

9.68

%

8.43

%

6.61

%

125

bps

307

bps

Return on average tangible common equity, underlying

G/I

8.98

8.43

6.61

55

bps

237

bps

Return on average total assets and return on average total assets, underlying:

Average total assets (GAAP)

J

$148,786

$147,315

$138,780

$1,471

1.0

%

$10,006

7.2

%

Return on average total assets

D/J

0.87

%

0.76

%

0.65

%

11

bps

22

bps

Return on average total assets, underlying

E/J

0.81

0.76

0.65

5

bps

16

bps

Return on average total tangible assets and return on average total tangible assets, underlying:

Average total assets (GAAP)

J

$148,786

$147,315

$138,780

$1,471

1.0

%

$10,006

7.2

%

Less: Average goodwill (GAAP)

6,876

6,876

6,876

—

—

—

—

Less: Average other intangibles (GAAP)

—

1

3

(1)

(100.0)

(3)

(100.0)

Add: Average deferred tax liabilities related to goodwill (GAAP)

531

523

481

8

1.5

50

10.4

Average tangible assets

K

$142,441

$140,961

$132,382

$1,480

1.0

%

$10,059

7.6

%

Return on average total tangible assets

D/K

0.91

%

0.79

%

0.68

%

12

bps

23

bps

Return on average total tangible assets, underlying

E/K

0.85

0.79

0.68

6

bps

17

bps

Net income per average common share

-

basic

and

diluted,

underlying:

Average common shares outstanding -

basic (GAAP)

L

509,451,450

512,015,920

528,070,648

(2,564,470)

(0.5)%

(18,619,198)

(3.5)%

Average common shares outstanding -

diluted (GAAP)

M

511,348,200

513,897,085

530,446,188

(2,548,885)

(0.5)

(19,097,988)

(3.6)

Net income available to common stockholders (GAAP)

F

$313

$282

$216

$31

11.0

$97

44.9

Net income per average common share

-

basic

(GAAP)

F/L

0.61

0.55

0.41

0.06

10.9

0.20

48.8

Net income per average common share

-

diluted

(GAAP)

F/M

0.61

0.55

0.41

0.06

10.9

0.20

48.8

Net income available to common stockholders,

underlying

G

290

282

216

8

2.8

74

34.3

Net income per average common share

-

basic,

underlying

G/L

0.57

0.55

0.41

0.02

3.6

0.16

39.0

Net income per average common share

-

diluted,

underlying

G/M

0.57

0.55

0.41

0.02

3.6

0.16

39.0

QUARTERLY TRENDS

1Q17 Change

4Q16

1Q16

Return on average

tangible common

equity

and

return on

average

tangible

common

equity,

underlying:

Key performance metrics, Non-GAAP financial measures and reconciliations

40

$s in millions, except share, per share and ratio data

MAR. 31,

DEC. 31,

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

JUNE 30,

MAR. 31,

DEC. 31,

SEP. 30,

2017

2016

2016

2016

2016

2015

2015

2015

2015

2014

2014

2014

2014

2013

2013

Total revenue, adjusted:

Total revenue (GAAP)

A

$1,384

$1,363

$1,380

$1,278

$1,234

$1,232

$1,209

$1,200

$1,183

$1,179

$1,161

$1,473

$1,166

$1,158

$1,153

Less: Special items

—

—

—

—

—

—

—

—

—

—

—

288

—

—

—

Less: Notable items

—

—

67

—

—

—

—

—

—

—

—

—

—

—

—

Total revenues, adjusted (non-GAAP)

B

$1,384

$1,363

$1,313

$1,278

$1,234

$1,232

$1,209

$1,200

$1,183

$1,179

$1,161

$1,185

$1,166

$1,158

$1,153

Noninterest expense, adjusted:

Noninterest expense (GAAP)

C

$854

$847

$867

$827

$811

$810

$798

$841

$810

$824

$810

$948

$810

$818

$788

Less: Restructuring charges and special items

—

—

—

—

—

—

—

40

10

33

21

115

—

26

—

Less: Notable items

—

—

36

—

—

—

—

—

—

—

—

—

—

—

—

Noninterest expense, adjusted (non-GAAP)

D

$854

$847

$831

$827

$811

$810

$798

$801

$800

$791

$789

$833

$810

$792

$788

Efficiency ratio and efficiency ratio, adjusted:

Efficiency ratio

C/A

62

%

62

%

63

%

65

%

66

%

66

%

66

%

70

%

68

%

70

%

70

%

64

%

69

%

71

%

68

%

Efficiency ratio, adjusted (non-GAAP)

D/B

62

Add: Notable items, net of income tax expense (benefit)

62

63

65

66

66

66

67

68

67

68

70

69

68

68

Net income, adjusted:

Net income (GAAP)

E

$320

$282

$297

$243

$223

$221

$220

$190

$209

$197

$189

$313

$166

$152

$144

Add: Restructuring charges and special items, net of income tax expense (benefit)

—

—

—

—

—

—

—

25

6

20

13

(108)

—

17

—

Add: Notable items, net of income tax expense (benefit)

—

—

(19)

—

—

—

—

—

—

—

—

—

—

—

—

Net income, adjusted (non-GAAP)

F

$320

$282

$278

$243

$223

$221

$220

$215

$215

$217

$202

$205

$166

$169

$144

Net

income

per

average

common

share

-

diluted,

and

net

income

per

average

common

share

-

diluted,

adjusted

Net income available to common stockholders (GAAP)

G

$313

$282

$290

$243

$216

$221

$213

$190

$209

$197

$189

$313

$166

$152

$144

Add: Restructuring charges and special items, net of income tax expense (benefit)

—

—

—

—

—

—

—

25

6

20

13

(108)

—

17

—

—

—

(19)

—

—

—

—

—

—

—

—

—

—

—

—

Net income available to common stockholders, adjusted (non-GAAP)

H

$313

$282

$271

$243

$216

$221

$213

$215

$215

$217

$202

$205

$166

$169

$144

Average

common

shares

outstanding

-

diluted

(GAAP)

P

511,348,200

513,897,085

521,122,466

530,365,203

530,446,188

530,275,673

533,398,158

539,909,366

549,798,717

550,676,298

560,243,747

559,998,324

559,998,324

559,998,324

559,998,324

Net

income

per

average

common

share

-

diluted

G/P

$0.61

$0.55

$0.56

$0.46

$0.41

$0.42

$0.40

$0.35

$0.38

$0.36

$0.34

$0.56

$0.30

$0.27

$0.26

Net

income

per

average

common

share

-

diluted,

adjusted

(non-GAAP)

H/P

0.61

0.55

0.52

0.46

0.41

0.42

0.40

0.40

0.39

0.39

0.36

0.37

0.30

0.30

0.26

Return on average tangible common equity and return on average tangible common equity, adjusted:

Average

common equity (GAAP)

$19,460

$19,645

$19,810

$19,768

$19,567

$19,359

$19,261

$19,391

$19,407

$19,209

$19,411

$19,607

$19,370

$19,364

$19,627

Less: Average goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

Less: Average other intangibles (GAAP)

—

1

1

2

3

3

4

5

5

6

6

7

7

8

9

Add: Average deferred tax liabilities related to goodwill (GAAP)

531

523

509

496

481

468

453

437

422

403

384

369

351

342

325

Average tangible common equity

J

$13,115

$13,291

$13,442

$13,386

$13,169

$12,948

$12,834

$12,947

$12,948

$12,730

$12,913

$13,093

$12,838

$12,822

$13,067

Return on average tangible common equity

G/J

9.68

%

8.43

%

8.58

%

7.30

%

6.61

%

6.75

%

6.60

%

5.90

%

6.53

%

6.12

%

5.81

%

9.59

%

5.24

%

4.71

%

4.34

%

Return on average tangible common equity, adjusted (non-GAAP)

H/J

9.68

8.43

8.02

7.30

6.61

6.75

6.60

6.67

6.73

6.76

6.22

6.28

5.24

5.24

4.34

Return on average total tangible assets and return on average total tangible assets, adjusted:

Average total assets (GAAP)

K

$148,786

$147,315

$144,399

$142,179

$138,780

$136,298

$135,103

$135,521

$133,325

$130,671

$128,691

$127,148

$123,904

$120,393

$117,386

Less: Average goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

Less: Average other intangibles (GAAP)

—

1

1

2

3

3

4

5

5

6

6

7

7

8

9

Add: Average deferred tax liabilities related to goodwill (GAAP)

531

523

509

496

481

468

453

437

422

403

384

369

351

342

325

Average tangible assets

L

$142,441

$140,961

$138,031

$135,797

$132,382

$129,887

$128,676

$129,077

$126,866

$124,192

$122,193

$120,634

$117,372

$113,851

$110,826

Return on average total tangible assets

E/L

0.91

%

0.79

%

0.86

%

0.72

%

0.68

%

0.67

%

0.68

%

0.59

%

0.67

%

0.63

%

0.61

%

1.04

%

0.57

%

0.53

%

0.52

%

Return on average total tangible assets, adjusted (non-GAAP)

F/L

0.91

0.79

0.80

0.72

0.68

0.67

0.68

0.67

0.69

0.69

0.66

0.68

0.57

0.59

0.52

FOR THE THREE MONTHS ENDED

41