06/28/2018
                
        Citizens Financial Group, Inc. Receives No Objection to 2018 Capital Plan
        
              PROVIDENCE, R.I.--(BUSINESS WIRE)--
      Citizens Financial Group, Inc. (NYSE: CFG or the “Company”) today
      announced that the Board of Governors of the Federal Reserve System (the
      “Federal Reserve”) has completed its review of the Company’s 2018
      Capital Plan (the “Plan”) in connection with its Comprehensive Capital
      Analysis and Review (“CCAR”) of the nation’s 17 large and noncomplex
      bank holding companies not subject to qualitative review and has not
      objected to the Plan. The CCAR results follow the Federal Reserve’s June
      21, 2018 publication of its Dodd-Frank Act Stress Test results.
    
      “We are pleased to report another successful CCAR submission which
      reflects our strong capital position and the improvements we’ve made to
      our balance sheet, business model and earnings power,” said Bruce Van
      Saun, Chairman and Chief Executive Officer. “Our 2018 Capital Plan
      provides the ability to increase our dividend per common share by 23%
      next quarter and increase our total common share repurchases by 20%
      compared with our prior year’s Capital Plan. While we do not believe the
      Federal Reserve’s PPNR model in the stress test is delivering accurate
      results for Citizens, nonetheless our expected glide path to reduce our
      common equity tier one capital ratio remains on track and we remain
      confident in our ability to continue to drive improving financial
      performance and attractive returns to shareholders.”
    
      The Plan, which is designed to support organic growth, provide strong
      return of capital to the Company’s shareholders and optimize CFG’s
      capital structure, includes the following capital actions for the
      four-quarter period beginning
    
      July 1, 2018:
    
- 
        Proposed quarterly dividends of $0.27 per common share beginning in
        third quarter 2018, which represents a 23% increase from second
        quarter 2018, with the potential to raise quarterly common dividends
        to $0.32 per common share beginning in 2019.
      
 - 
        Common share repurchases of up to $1.02 billion, an increase of 20%
        versus CFG’s 2017 Capital Plan.
      
 
      The following table compares the capital return to common shareholders
      during CFG’s 2018 Capital Plan window with the 2017 Capital Plan window.
    
| 
           
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         | 
           
         |  | 
           
         |  | 
           
         |  | 
           
         |  | 
           
         |  | 
           
         |  | 
| 
          $ millions
         |  |  |  | 
          3Q17
         | 
           
         | 
          4Q17
         | 
           
         | 
          1Q18
         | 
           
         | 
            Consensus estimate 2Q18(1)  | 
           
         | 
            2017 Capital Plan window(1)  | 
           
         | 
            2018 Capital Plan window(1)  | 
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
           
         | 
| 
          Common dividends
         |  |  | 
          $
         | 
           
         | 
          90
         |  |  | 
          $
         | 
           
         | 
          89
         |  |  | 
          $
         | 
           
         | 
          108
         |  |  | 
          $
         | 
           
         | 
          107
         |  |  | 
          $
         | 
           
         | 
          394
         |  |  | 
          $
         | 
           
         | 
          553
         |  | 
| 
          Common share repurchases
         |  |  | 
           
         | 
           
         | 
          225
         | 
           
         | 
           
         | 
           
         | 
           
         | 
          335
         | 
           
         | 
           
         | 
           
         | 
           
         | 
          175
         | 
           
         | 
           
         | 
           
         | 
           
         | 
          147
         | 
           
         | 
           
         | 
           
         | 
           
         | 
          882
         | 
           
         | 
           
         | 
           
         | 
           
         | 
          1,020
         | 
           
         | 
| 
          Total capital return to common shareholders
         |  |  | 
          $
         | 
           
         | 
          315
         | 
           
         | 
           
         | 
          $
         | 
           
         | 
          424
         | 
           
         | 
           
         | 
          $
         | 
           
         | 
          283
         | 
           
         | 
           
         | 
          $
         | 
           
         | 
          254
         | 
           
         | 
           
         | 
          $
         | 
           
         | 
          1,276
         | 
           
         | 
           
         | 
          $
         | 
           
         | 
          1,573
         | 
           
         | 
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
           
         | 
| 
          Net income available to common shareholders(1) |  |  | 
          $
         |  | 
          341
         |  |  | 
          $
         |  | 
          666
         |  |  | 
          $
         |  | 
          381
         |  |  | 
          $
         |  | 
          413
         |  |  | 
          $
         |  | 
          1,801
         |  |  | 
          $
         |  | 
          1,695
         |  | 
| 
          Underlying net income available to common shareholders(1)(2) |  |  | 
          $
         |  | 
          341
         |  |  | 
          $
         |  | 
          349
         |  |  | 
          $
         |  | 
          381
         |  |  | 
          $
         |  | 
          413
         |  |  | 
          $
         |  | 
          1,484
         |  |  | 
          $
         |  | 
          1,695
         |  | 
 |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 
           
         | 
| 
          Dividend payout ratio
         |  |  |  |  | 
          26
         | 
          %
         |  |  |  | 
          13
         | 
          %
         |  |  |  | 
          28
         | 
          %
         |  |  |  | 
          26
         | 
          %
         |  |  |  | 
          22
         | 
          %
         |  |  |  | 
          33
         | 
          %
         | 
| 
          Underlying dividend payout ratio(1)(2) |  |  |  |  | 
          26
         | 
          %
         |  |  |  | 
          25
         | 
          %
         |  |  |  | 
          28
         | 
          %
         |  |  |  | 
          26
         | 
          %
         |  |  |  | 
          27
         | 
          %
         |  |  |  | 
          33
         | 
          %
         | 
| 
          Total payout ratio(1) |  |  |  |  |  |  |  |  |  | 
          71
         | 
          %
         |  |  |  | 
          93
         | 
          %
         | 
| 
          Underlying total payout ratio(1)(2) |  |  |  | 
          86
         | 
          %
         |  |  |  | 
          93
         | 
          %
         | 
| 
          Year-over-year increase in total payout
         |  |  |  | 
          23
         | 
          %
         | 
             
            | 
| 
          (1) 2017 and 2018 Capital Plan windows reflect Bloomberg consensus
          net income estimates for 2Q18-2Q19 as of June 27, 2018; Estimated
          common dividends reflect Bloomberg-consensus implied diluted common
          shares and proposed quarterly dividend per common share of $0.27 for
          3Q18 and 4Q18 and $0.32 for 1Q19 and 2Q19. The original 2017 Capital
          Plan included common stock repurchases of $850 million.
         | 
| 
          (2) 4Q17 after-tax notable items excluded from our “Underlying”
          results reflect a $10 million gain on a TDR portfolio sale offset by
          $11 million of other notable items (“TDR Transaction II”) and a $331
          million benefit relating to the December 2017 Tax Legislation,
          partially offset by $13 million of other notable items.
         | 
      Proposed dividends are subject to consideration and approval by CFG’s
      Board of Directors. Common share repurchases under the Plan have been
      authorized by CFG’s Board of Directors. CFG’S common share repurchases
      may be executed in the open market or in privately negotiated
      transactions, including under Rule 10b5-1 plans. The timing and exact
      amount of common dividends and common share repurchases in accordance
      with the Plan will be subject to various factors, including the
      Company’s capital position, financial performance and market conditions.
    
      The Federal Reserve’s public disclosure of 2018 CCAR results for all
      participating bank holding companies is available on the Federal
      Reserve’s website.
    
About Citizens Financial Group, Inc.
      Citizens Financial Group, Inc. is one of the nation’s oldest and largest
      financial institutions, with $153.5 billion in assets as of March 31,
      2018. Headquartered in Providence, Rhode Island, Citizens offers a broad
      range of retail and commercial banking products and services to
      individuals, small businesses, middle-market companies, large
      corporations and institutions. Citizens helps its customers reach their
      potential by listening to them and by understanding their needs in order
      to offer tailored advice, ideas and solutions. In Consumer Banking,
      Citizens provides an integrated experience that includes mobile and
      online banking, a 24/7 customer contact center and the convenience of
      approximately 3,300 ATMs and approximately 1,150 branches in 11 states
      in the New England, Mid-Atlantic and Midwest regions. Consumer Banking
      products and services include a full range of banking, lending, savings,
      wealth management and small business offerings. In Commercial Banking,
      Citizens offers corporate, institutional and not-for-profit clients a
      full range of wholesale banking products and services, including lending
      and deposits, capital markets, treasury services, foreign exchange and
      interest rate products, and asset finance. More information is available
      at www.citizensbank.com
      or visit us on Twitter,
      LinkedIn
      or Facebook.
    
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
    
      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 “Underlying” results. We believe that these
      “Underlying” results provide the best representation of our financial
      progress toward these goals as they exclude items that our management
      does not consider indicative of our ongoing financial performance. KPMs
      that contain “Underlying” results are considered non-GAAP financial
      measures.
    
Non-GAAP Financial Measures
      This document contains non-GAAP financial measures. The following table
      presents reconciliations of our non-GAAP measures. These reconciliations
      exclude “Underlying” items, which are included, where applicable, in the
      financial results presented in accordance with GAAP. “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”, “total credit-related costs”, “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 “Underlying” results in any
      period reflect our operational performance in that period and,
      accordingly, it is useful to consider our GAAP results and our
      “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.
    
Key performance metrics, non-GAAP financial
      measures and reconciliations
(in millions, except share,
      per-share and ratio data)
    
 | 
           
         | 
           
         |  | 
 |  |  | 
          QUARTERLY TRENDS
         | 
 |  |  |  | 
           
         |  | 
           
         |  | 
 |  |  | 
          3Q17
         |  | 
          4Q17
         |  | 
          1Q18
         | 
 |  |  |  |  |  |  | 
           
         | 
| Net income available to common stockholders, Underlying: |  |  |  |  |  |  |  | 
| 
          Net income available to common stockholders (GAAP)
         |  |  | $ 341 |  |  | $ 666 |  |  | $ 381 |  | 
| 
          Add: Notable items, net of income tax expense (benefit)
         |  |  | 
          -
         | 
           
         | 
           
         | 
          (317
         | 
          )
         | 
           
         | 
          -
         | 
           
         | 
| 
          Net income available to common stockholders, Underlying (non-GAAP)
         |  |  | $ 341 | 
           
         |  | $ 349 | 
           
         |  | $ 381 | 
           
         | 
 |  |  |  |  |  |  | 
           
         | 
| 
          Average common shares outstanding - basic (GAAP)
         |  |  | 
          500,861,076
         |  |  | 
          492,149,763
         |  |  | 
          487,500,618
         |  | 
| 
          Cash dividends declared and paid per common share
         |  |  | $ 0.18 |  |  | $ 0.18 |  |  | $ 0.22 |  | 
| 
          Dividend payout ratio
         |  |  | 
          26
         | 
          %
         |  | 
          13
         | 
          %
         |  | 
          28
         | 
          %
         | 
| 
          Dividend payout ratio, Underlying (non-GAAP)
         |  |  | 
          26
         | 
          %
         |  | 
          25
         | 
          %
         |  | 
          28
         | 
          %
         | 
 |  |  |  |  |  |  | 
           
         | 
Forward-Looking Statements
      This document contains forward-looking statements within the Private
      Securities Litigation Reform Act of 1995. Statements regarding potential
      future share repurchases and future dividends are forward-looking
      statements. Also, any statement that does not describe historical or
      current facts is a forward-looking statement. These statements often
      include the words “believes,” “expects,” “anticipates,” “estimates,”
      “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,”
      “probably,” “projects,” “outlook” or similar expressions or future
      conditional verbs such as “may,” “will,” “should,” “would,” and “could.”
    
      Forward-looking statements are based upon the current beliefs and
      expectations of management, and on information currently available to
      management. Our statements speak as of the date hereof, and we do not
      assume any obligation to update these statements or to update the
      reasons why actual results could differ from those contained in such
      statements in light of new information or future events. We caution you,
      therefore, against relying on any of these forward-looking statements.
      They are neither statements of historical fact nor guarantees or
      assurances of future performance. While there is no assurance that any
      list of risks and uncertainties or risk factors is complete, important
      factors that could cause actual results to differ materially from those
      in the forward-looking statements include the following, without
      limitation:
    
- 
        Negative economic and political conditions that adversely affect the
        general economy, housing prices, the job market, consumer confidence
        and spending habits which may affect, among other things, the level of
        nonperforming assets, charge-offs and provision expense;
      
 - 
        The rate of growth in the economy and employment levels, as well as
        general business and economic conditions, and changes in the
        competitive environment;
      
 - 
        Our ability to implement our business strategy, including the cost
        savings and efficiency components, and achieve our financial
        performance goals;
      
 - 
        Our ability to meet heightened supervisory requirements and
        expectations;
      
 - 
        Liabilities and business restrictions resulting from litigation and
        regulatory investigations;
      
 - 
        Our capital and liquidity requirements (including under regulatory
        capital standards, such as the U.S. Basel III capital rules) and our
        ability to generate capital internally or raise capital on favorable
        terms;
      
 - 
        The effect of changes in interest rates on our net interest income,
        net interest margin and our mortgage originations, mortgage servicing
        rights and mortgages held for sale;
      
 - 
        Changes in interest rates and market liquidity, as well as the
        magnitude of such changes, which may reduce interest margins, impact
        funding sources and affect the ability to originate and distribute
        financial products in the primary and secondary markets;
      
 - 
        The effect of changes in the level of checking or savings account
        deposits on our funding costs and net interest margin;
      
 - 
        Financial services reform and other current, pending or future
        legislation or regulation that could have a negative effect on our
        revenue and businesses, including the Dodd-Frank Act and other
        legislation and regulation relating to bank products and services;
      
 - 
        A failure in or breach of our operational or security systems or
        infrastructure, or those of our third party vendors or other service
        providers, including as a result of cyber-attacks; and
      
 - 
        Management’s ability to identify and manage these and other risks.
      
 
      In addition to the above factors, we also caution that the amount and
      timing of any future common stock dividends or share repurchases will
      depend on our financial condition, earnings, cash needs, regulatory
      constraints, capital requirements (including requirements of our
      subsidiaries), and any other factors that our Board of Directors deems
      relevant in making such a determination. Therefore, there can be no
      assurance that we will repurchase shares or pay any dividends to holders
      of our common stock, or as to the amount of any such repurchases or
      dividends.
    
      More information about factors that could cause actual results to differ
      materially from those described in the forward-looking statements can be
      found under “Risk Factors” in our Annual Report on Form 10-K for the
      year ended December 31, 2017.
    
      CFG-IR
    

View source version on businesswire.com: https://www.businesswire.com/news/home/20180628006405/en/
Citizens Financial Group
Media:
Peter Lucht,
      781-655-2288
or
Investors:
Ellen A. Taylor,
      203-900-6854
    
Source: Citizens Financial Group, Inc.