Market Overview

Citizens Financial Group, Inc. Completes Previously Announced Franklin American Mortgage Company Transaction

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Citizens Financial Group, Inc. (NYSE:CFG) today announced
that its wholly-owned subsidiary, Citizens Bank, National Association
("CBNA"), has completed the acquisition of certain net assets of
Franklin American Mortgage Company ("Franklin American Mortgage"),
including a sizable mortgage servicing portfolio. Franklin American
Mortgage Company is a highly-regarded national mortgage servicing and
origination firm with a leading position among private, non-bank
mortgage companies.

"We are pleased to announce the completion of the Franklin American
Mortgage acquisition," said Brad Conner, Citizens Vice Chairman and Head
of Consumer Banking. "We believe this transaction creates tremendous
value for Citizens and takes our mortgage business to the next level,
expanding our reach and adding immediate scale in servicing as well as
innovative correspondent and wholesale solutions. We welcome our new
colleagues from Franklin American Mortgage and we look forward to
providing exceptional customer service, along with enhanced products and
services to help customers reach their potential."

The addition of Franklin American Mortgage triples the size of Citizens'
off-balance sheet mortgage servicing portfolio, from $21.6 billion to
approximately $65.3 billion, with a total servicing portfolio of
approximately $83.1 billion including Citizens' existing on-balance
sheet mortgage portfolio. The purchase includes mortgage servicing
rights valued at approximately $600 million.*

The combined mortgage business will be led by Eric Schuppenhauer,
Citizens President of Home Mortgage. Scott Tansil, Chief Financial
Officer and Chief Operating Officer of Franklin American Mortgage, will
lead the correspondent and wholesale origination businesses
headquartered in Franklin, Tennessee. Citizens expects to maintain a
significant presence in Tennessee and Texas associated with the expanded
distribution platform of the combined business.

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.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation's oldest and largest
financial institutions, with $155.4 billion in assets as of June 30,
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 3,200 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.

*Servicing portfolio data as of June 30, 2018. Combined data as of June
30, 2018. Total combined mortgage servicing portfolio includes loans
held on Citizen's balance sheet.

CFG-IR

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