8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 16, 2015

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)

One Citizens Plaza Providence, RI	02903
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Citizens Financial Group, Inc.‘s Chairman and Chief Executive Officer, Bruce Van Saun, will present at the Barclays Global Financial Services Conference in New York City on Wednesday, September 16, 2015 at 10:30 a.m. ET. The live webcast and presentation slides will be available at http://investor.citizensbank.com, under Events. A replay of the webcast will be available for 30 days.

A copy of the presentation is attached as Exhibit 99.1. The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit 99.1         Citizens Financial Group, Inc. presentation dated September 16, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ Eric Aboaf
	Eric Aboaf Chief Financial Officer

Date: September 16, 2015

EXHIBIT INDEX

Exhibit Number	Description
99.1	Citizens Financial Group, Inc. presentation dated September 16, 2015

EX-99.1

Barclays Global Financial Services Conference

Bruce Van Saun

Chief Executive Officer

September 16, 2015

Exhibit 99.1

Important Information and GAAP/Non-GAAP Information

1

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

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;

management’s

ability

to

identify

and

manage

these

and

other

risks;

and

any

failure

by

us

to

successfully

replicate

or

replace

certain

functions,

systems

and

infrastructure

provided

by

The

Royal

Bank

of

Scotland

Group

plc

(RBS).

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.

In

addition,

the

timing

and

manner

of

the

sale

of

RBS’s

remaining

ownership

of

our

common

stock

remains

uncertain,

and

we

have

no

control

over

the

manner

in

which

RBS

may

seek

to

divest

such

remaining

shares.

Any

such

sale

could

impact

the

price

of

our

shares

of

common

stock.

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,

2014,

filed

with

the

United

States

Securities

and

Exchange

Commission

on

March

3,

2015.

Note:

Percentage

changes,

per

share

amounts,

and

ratios

presented

in

this

document

are

calculated

using

whole

dollars.

Non-GAAP

Financial

Measures

This

document

contains

non-GAAP

financial

measures.

The

Appendix

hereto

presents

reconciliations

of

certain

non-GAAP

financial

measures

to

the

most

directly

comparable

GAAP

measures.

These

non-GAAP

measures

include

“core

revenue”,

“core

noninterest

income”,

“core

noninterest

expense”,

“core

net

income”,

“total

average

deposits”,

“interest-bearing

deposits”,

“core

expense

to

core

earning

assets”,

and

“core

net

interest

margin”.

In

addition,

we

present

computations

for

"tangible

book

value

per

common

share",

“return

on

average

tangible

common

equity”,

“return

on

average

total

tangible

assets”,

“efficiency

ratio”,

“core

return

on

average

tangible

common

equity”,

and

“core

efficiency

ratio”

as

part

of

our

non-GAAP

measures.

Additionally,

"pro

forma

Basel

III

fully

phased-in

common

equity

tier

1

capital"

computations

for

applicable

periods

are

presented

as

part

of

our

non-GAAP

measures.

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

to

make

day-to-day

operating

decisions.

We

believe

this

presentation

also

increases

comparability

of

period-to-period

results.

We

also

consider

pro

forma

capital

ratios

defined

by

banking

regulators

but

not

effective

at

each

period

end

to

be

non-GAAP

financial

measures.

Since

analysts

and

banking

regulators

may

assess

our

capital

adequacy

using

these

pro

forma

ratios,

we

believe

they

are

useful

to

provide

investors

the

ability

to

assess

our

capital

adequacy

on

the

same

basis.

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

(2)

Rank

(3)

Assets -

$137.3 billion

#13

Loans -

$96.5 billion

#12

Deposits -

$100.6 billion

#13

Branches -

~1,200

#12

ATM network -

~3,200

#7

Lead/joint lead

bookrunner

#9

(4)

Student -

$ 3.4 billion

Top 4 rank

nationally

(5)

Deposits -

$100.6 billion

Top 5 rank:

9/10 markets

(1)

HELOC -

$15.4 billion

Top 5 rank:

8/9 markets

(6)

Mortgage -

$12.3 billion

Top 5 rank:

2/9 markets

(7)

Middle-market lending

#5

(8)

Leading

deposit

market

share

of

9.1%

in

top

10

MSAs

(1)

#2 deposit market share in New England

Relatively diverse economies/affluent demographics

Serve 5 million+ individuals, institutions and companies

~17,900 colleagues

Retail presence in 11 states

Top

5

deposit

market

share

in

9

of

10

largest

MSAs

(1)

Buffalo, NY: #4

Albany, NY: #2

Pittsburgh, PA: #2

Cleveland, OH: #4

Manchester, NH: #1

Boston, MA: #2

Rochester, NY: #4

Philadelphia, PA: #5

Detroit, MI:

#8

Providence, RI: #1

Solid franchise with leading positions in attractive markets

2

Source: SNL Financial, unless otherwise noted.

1)Updated annually, as of 6/30/2014, excludes non-retail branches and banks with limited retail operations.

2)Data as of 6/30/2015, unless otherwise noted.

3)Ranking based on 6/30/2015 data , unless otherwise noted; excludes non-retail depository institutions, includes U.S. subsidiaries of foreign banks.

4)Thomson Reuters LPC, 2Q15 data based on number of deals for Overall Middle Market (defined as Borrower Revenues < $500MM and Deal Size < $500MM).

5)CFG estimate, based on published company reports, where available, private student loan origination data as of 12/31/2014.

6)According to Equifax; origination volume as of 6/30/2015.

7)According to Equifax; origination volume as of 3/31/2015.

8)Based on market penetration, according to Greenwich Associates 2Q15 rolling four-quarter data (Citizens – Footprint - $25-500MM).

Corporate Banking

Commercial Real Estate

Franchise Finance

Asset Finance

PE/Sponsor Finance

Healthcare/Technology/Not

for Profit verticals

Capital Markets

Treasury Solutions

Commercial Deposit Services

Retail Deposit Services

Mobile/Online Banking

Credit/Debit Card

Wealth Management

Home Equity loans/lines

Mortgage

Auto

Education Finance

Business Banking

Consumer

Commercial

Deep client

relationships

+

Extensive

product set

3

Robust product offerings and balanced business mix

Targeting

50/50

Mix

Period-end loans and leases

(1)

$94 billion 2Q15

$74 billion 2009

1)

Reflects loans and leases and loans and leases held for sale in our operating segments (Consumer and Commercial Banking).  Excludes loans held in Other/Non-core loans.

Drive cross-sell and

wallet share

55%

45%

Commercial

Consumer

64%

36%

Commercial

Consumer

Well

capitalized

with

a

Common

equity

tier

1

capital

ratio

of

11.8%

(1)

on

a

fully

phased-in

Basel

III

basis

Solid asset quality performance with core net charge-offs of 29 bps in 2Q15

Strong

deposit

franchise

with

$81.4

billion

of

core

deposits

(2)

,

or

83%

of

average

total

deposits,

and

a

total

deposit

cost of 24 bps and strong liquidity coverage

Source:  SNL Financial, Company filings.

1)

Non-GAAP item. See Appendix for a reconciliation of non-GAAP items.

2)

Excludes term and brokered deposits.

3)

Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

4)

Non-core peer charge-offs reflects data from quarterly filings where non-core data disclosed.

5)

Peer average includes reported numbers from BBT, CMA, FITB, and guidance from KEY, PNC, STI, and USB.

2Q15 period-end

Common equity tier 1 ratio

(Basel III transitional basis Common equity tier 1 ratios)

2Q15 liquidity coverage ratio

(3,5)

(3)

Strong, clean balance sheet funded with low-cost deposits

4

2Q15 net charge-offs/

average loans and leases

(4)

Core

Non-Core

Peer

Average

(3)

108%

101%

CFG

Peer

Average

0.29%

0.33%

0.26%

CFG

11.8%

10.2%

CFG

Peer

Average

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

5

Colleagues

Regulators

Investors

Communities & Society

Customer-centric culture

Customers

Where we’ve come from

Lagging revenue productivity

Under-levered balance sheet

Lack of scale in key businesses

Sub-optimal asset mix/risk

appetite

Product and customer

proposition behind peers

Under investment in brand

Where we are now

Developed and implemented a

plan to address underlying issues

and grow revenues

Just entering “middle innings”

Making steady progress

Target meaningful operating

leverage during the turnaround

phase

Where we’re going

Well-balanced Commercial and

Consumer business mix

Leading customer service and

value proposition

Capital deployment that

delivers optimal risk-adjusted

returns, NIM, cross sell

Organic growth focus

Powerful, respected brand

Building a top-performing regional bank

Have invested $500 million above

natural technology spend level over

past 5 years

Efficiency initiatives are self-

funding growth initiatives

Lagging technology investment

and sub-optimal expense

investment

Technology platform that is

customer-centric, reliable,

resilient and efficient

Inconsistent and non-

comprehensive risk framework

Significant efforts in progress to

advance risk/regulatory

capabilities

Fully capable of meeting rising

regulatory expectations; strong

embedded risk culture

Immature governance and

reporting capabilities

Fully developed reporting

capabilities; well-functioning

Board and executive team

Commitment to leadership

excellence; widely respected,

transparent reporting

Need for greater accountability

and sense of urgency

Preserving “3C” historical culture

while improving execution

effectiveness

Top

quartile

rank

–

Organizational Health Index,

employee engagement

6

Our strategy to achieve this is to:

Offer our customers a differentiated customer experience through the quality of our colleagues, products

and services

–

Foster a culture around customer-centricity, commitment to excellence, leadership, teamwork and

integrity

Build a great brand that invokes trust from our customers and reinforces our value proposition

–

Consumer: Simple. Clear. Personal.

–

Commercial: Thought Leadership

Strive to deliver attractive risk-adjusted returns by making good capital and resource allocation decisions,

being good stewards of our resources, and rigorously evaluating our execution

Operate with a strong balance sheet with regards to capital, liquidity and funding, coupled with a well-

defined and prudent risk appetite

Maintain a balanced business mix between Commercial Banking and Consumer Banking

Position the bank as a ‘community leader’ that makes a positive impact on the communities and local

economies we serve

Our objective is to be a top-performing regional bank that delivers well for our stakeholders

Our vision is to deliver the best possible banking experience

7

Our vision and strategy

Reenergize Household growth

Grow Auto

Grow Education Finance

Expand Business Banking

Expand Mortgage sales force

Expand Wealth sales force

Build out Mid-Corporate &

Specialty verticals

Continued development of

Capital Markets

Build out Treasury Solutions

Grow Franchise Finance

Core Commercial growth

Target

7

–

8%

loan

growth

Complete $250 million

remaining capital conversion

transactions

(1)

Target $200 million expense

savings by end of 2016

Continue significant

technology investment

CCAR progress

Regulatory issue remediation

New Vision & Credo

Organization Health Index /

Leadership standards

Improved

Consumer

Bank

Continued Commercial

Momentum

Balance Sheet Growth/

Capital Mix Normalization

Enhanced Efficiency &

Infrastructure

Embed Robust

Risk/Regulatory Framework

High-Performing, Customer-

Centric Culture

1)

Subject to regulatory approval.

8

These priorities have been mapped to specific initiatives

Summary of progress on strategic initiatives

9

1

2

3

4

5

6

7

8

9

10

11a

11b

11c

Initiative

2Q15

Status

Commentary

Reenergize household

growth

2Q15 YoY checking household growth of 2%; new customer cross-sell

rate improved to 3.28 vs. 2.98 in 2Q14

Expand Mortgage sales

force

LOs up 86, or 23%, from 2Q14; Origination volume up 68% over 2Q14

given strong activity in both refinance and purchase originations

Grow Auto

Strong growth in organic originations which accounted for

approximately 80% of origination volume in 2Q15

Grow Student

Strong new refinance product originations of $363 million in 2Q15; new

Parent loan product launched in mid-April

Expand Business Banking

Origination volume of $160 million in 2Q15 up 25% vs. 2Q14

Expand Wealth sales

force

Added 44 wealth managers and 169 licensed bankers over the past year

(overall growth 33%); competitive hiring environment continues

Build out Mid-Corp &

Verticals

Mid-Corp and specialty verticals grew YoY outstanding balances by 14%

and 38%, respectively

Continue development of

Capital Markets

Fee income growth of 15% YoY in 2Q15 driven by strong lead left

transactions, hiring efforts and continued build out of products and

capabilities

Build out Treasury

Solutions

Continued

investment

in

technology

and

focus

on

hiring

specialists

Grow Franchise Finance

Strong

client acquisition efforts with a 12% increase in customers in

2Q15 vs. 2Q14

Core: Middle Market

Originations up 28%

in 2Q15 vs. 2Q14, with commitment pipeline up

over 10% YoY; continue to see competitive pricing environment

Core: CRE

CRE loans up 15% YoY to $7.7 billion at 2Q15

Core: Asset Finance

New business initiatives

progressing with portfolio balance increasing by

4% YoY

Spotlight: Current focus areas for Consumer Banking

Customer segmentation strategies

Improve customer satisfaction

Drive loyalty and profitability

Optimization of branch network and remote channels

Transform branches via multi-year initiative

Enhance digital capabilities to accelerate adoption rates

Invest in data capabilities

Build out targeting capabilities

Streamline fulfillment

Fine tune balance sheet growth

Optimize asset growth across mix, risk appetite, pricing

Arrest increase in deposit funding costs

Improve progress on Wealth and Mortgage initiatives

New leadership in Wealth: John Bahnken

Orienting model towards conforming/reviewing correspondent channel in Mortgage

10

Spotlight: Current focus areas for Commercial Banking

Continue to smartly grow deposits to improve segment LDR

Involves choices on how and where we play

Requires improved planning and disciplines

Tap full potential of Cash Management business

Continue technology investments to enhance capabilities

Further leverage investments in sales/product specialists

Evaluate opportunities for broader capital markets capabilities post RBS

Over time build capacity to do bond and equity underwriting, middle-market M&A

Drive originate/distribute model in CRE and Asset Finance

Sharpen “where we play”, grow Industry Verticals

Leverage new leadership structure

Fully build key verticals (technology, health care, energy) while investing in others

(insurance, government contractors)

11

Incremental revenue and efficiency initiatives (Top 2)

12

Category

Name

Description

Revenue

Expense

Operations

$25-$30

Procurement

$15-$20

Commercial Lending/

$20-$25

Treasury Services

Consumer distribution

channel effectiveness

Launch effort to improve branch and

contact center sales effectiveness, with the

goal of deepening customer relationships

$15-$20

$15-$20

Total

$50-$65

$40-$50

$90-$115

2016 Targeted

Pre-tax Benefit

Efficiency

Pricing

Revenue

Enhancement

Improve customer pricing methodology to

better align with competitive landscape,

utilizing enhanced client segmentation

Refine operating model to simplify

organization, reduce costs, improve service

levels and enhance controls

Achieve cost reduction opportunities

through further vendor management

consolidation and tighter standards

Develop improved high-value customer

retention programs, and enhanced tools

and analytics to improve cross-sell efforts

($s in millions)

Commercial and

Consumer

We remain positioned for rising rates…

13

…but see plenty of opportunity to drive performance

by executing well on our initiatives

Interest-rate sensitivity trend

1)

Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB. Note: peer estimate based on public disclosures and utilizes 200 basis point gradual increase

above 12-month forward curve, except for PNC and STI.

2)

PNC and STI disclose sensitivity for a 100 basis point gradual increase and 100 and 200 basis point shock, respectively.  Utilized assumptions based on these

disclosures to approximate sensitivity for a 200 basis point gradual increase.

(1)

Net interest income poised to benefit from

rising rates

~75% of asset

sensitivity is centered

around the short end of the yield curve

~82% of the commercial loan portfolio

and half of home lending portfolio is

floating rate

Fixed-rate assets amortize more

quickly than the various sources of

fixed-rate funding

Assume interest-bearing deposit betas

of

approximately

60%

with

total

deposit betas just under 50% through a

tightening cycle

~5 percentage points higher than

CFG

experience

in

last

rate

cycle

(1,2)

13.0%

10.4%

7.2%

6.8%

3.4%

2.8%

2.4%

2.2%

2.2%

1.6%

CMA

MTB

RF

CFG

PNC

KEY

USB

BBT

STI

FITB

Interest-rate sensitivity ranking

(200 bps gradual increase)

(1,2)

4.7%

4.9%

4.9%

4.9%

5.5%

5.0%

5.1%

5.0%

8.6%

6.8%

6.0%

6.6%

6.3%

6.8%

7.2%

6.8%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

Peer Average

CFG

CFG core revenue vs. peers

14

Growing revenues faster

(Core revenue

(1)

)

$s in millions

CFG delivering solid core revenue growth as initiatives gain traction

CFG

Peer average

(2)

$2,053

$2,078

$2,024

$2,074

$2,063

$2,089

$2,035

$2,099

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

1% CAGR

CAGR 396

bps better

than peers

5% CAGR

$1,090

$1,103

$1,116

$1,151

$1,159

$1,178

$1,165

$1,191

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

1)Non-GAAP item. See appendix for a reconciliation of non-GAAP items. Core CFG results exclude, as applicable, restructuring charges and special items, and 

securities gains. Results prior to 3Q14 also adjusted for the following estimated impact of the Chicago Divestiture: Net interest income - $13 million, Noninterest

income - $12 million, and Noninterest expense - $21 million, and the associated loans and deposits. 3Q13 and 4Q13 results also exclude the estimated effect of a 

change in ACH/Debit posting order of $13 million and $5 million, respectively. 2Q14 results also exclude $288 million Chicago Divestiture gain, and $9 million FFELP 

sale gain, 1Q15 excludes gain on sale of mortgage portfolio of $10 million, respectively. Peer results adjusted for similar unusual or special revenue and expense items

where available.

2)Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

Source: SNL Financial, Bloomberg, and Company filings.

CFG core net interest margin vs. peers

15

21 bps

better than

peers

Lower core net interest margin

compression

(1)

Continued efforts to optimize asset growth and minimize cost of deposits

…current expectation is that this may be the bottom

Lower yield compression

(Earning asset yield)

22 bps

better than

peers

CFG

Peers

(2)

2.86%

2.81%

2.87%

2.85%

2.77%

2.80%

2.77%

2.72%

3.31%

3.27%

3.22%

3.16%

3.08%

3.01%

2.98%

2.96%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3.27%

3.18%

3.19%

3.16%

3.08%

3.14%

3.12%

3.08%

3.69%

3.63%

3.58%

3.51%

3.42%

3.34%

3.32%

3.28%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

Source: SNL Financial, Bloomberg, and Company filings.

1)Non-GAAP item. See appendix for a reconciliation of non-GAAP items. Core CFG results exclude, as applicable, restructuring charges and special items, and

securities gains. Results prior to 3Q14 also adjusted for the following estimated impact of the Chicago Divestiture: Net interest income - $13 million,

Noninterest income - $12 million, and Noninterest expense - $21 million, and the associated loans and deposits. 3Q13 and 4Q13 results also exclude the

estimated effect of a change in ACH/Debit posting order of $13 million and $5 million, respectively. 2Q14 results also exclude $288 million Chicago Divestiture

gain, and $9 million FFELP sale gain, 1Q15 excludes gain on sale of mortgage portfolio of $10 million, respectively. Peer results adjusted for similar unusual or

special revenue and expense items where available.

2)Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

$843

$852

$824

$873

$863

$886

$859

$911

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

$383

$379

$358

$640

$341

$339

$347

$360

$333

$337

$321

$331

$339

$338

$329

$351

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

$s in millions

CFG

core

noninterest

income

(1)

vs.

peers

16

Peer average

core

noninterest

income

(1,2)

CFG core

noninterest

income

(1)

Securities gains, estimated Chicago Divestiture fees, and estimated

posting

order

change

fees

(1)

Core

trust

and

investment

service

fees

(1)

Mortgage banking fees

Capital markets fees

Foreign exchange and trade finance fees

Core

other

income

(1)

Core

card

fees

(1)

Core

service

charges

and

fees

(1)

17% CAGR since 3Q13

in capital markets, trust

and investment,

mortgage banking and

FX/trade finance fees

1)Non-GAAP item. See appendix for a reconciliation of non-GAAP items. Prior to 3Q14, Core CFG results exclude, as applicable, the following estimated impact of the

Chicago Divestiture: $6 million in service charges and fees, $3 million in card fees, $2 million in trust and investment services fees and $1 million of Other fee income;

these amounts have been included in the Securities gains, estimated Chicago Divestiture fees, and estimated posting order change fees category. 3Q13 and 4Q13

results also exclude the estimated effect of a change in ACH/Debit posting order of $13 million and $5 million, respectively. 2Q14 results also exclude $288 million

Chicago Divestiture gain, and $9 million FFELP sale gain, 1Q15 excludes gain on sale of mortgage portfolio of $10 million, respectively. Peer results adjusted for similar

unusual or special revenue and expense items where available.

2)Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB. Peer average does not include estimated impact of posting order change.

Source: SNL Financial, Bloomberg, and Company filings.

$256

$290

$281

$290

$247

$240

2010

2011

2012

2013

2014

2015E

17

Efficiency improvement

(Core

efficiency

ratio

(1)

)

Expense/earning assets

259 bps

improvement

vs. peers

Operating expenses as a percent of earning assets

have declined from 2.9% to 2.6%; #3 ranking among

peers

Core efficiency improvement reflects benefit of

revenue and expense initiatives

Real estate square footage down 21.3% from

9/30/2013

Non customer-facing FTEs down 12.5% from

9/30/2013

Investing heavily in technology to improve

customer experience, enhance risk & controls,

and deliver greater efficiency

CFG core efficiency improving vs. peers

Technology spending

$s in millions

56 bps

better than

peers

(2)

~$150 million

estimated

normalized

annual spend

2.9%

2.8%

2.9%

2.8%

2.7%

2.6%

2.7%

2.6%

3.5%

3.5%

3.3%

3.2%

3.2%

3.2%

3.1%

3.2%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

70%

70%

71%

70%

68%

67%

69%

67%

63%

63%

63%

61%

62%

62%

64%

63%

CFG

Peer average

Source: SNL Financial, Bloomberg, and Company filings.

1)Non-GAAP item. See appendix for a reconciliation of non-GAAP items. Core CFG results exclude, as applicable, restructuring charges and special items, and

securities gains. Results prior to 3Q14 also adjusted for the following estimated impact of the Chicago Divestiture: Net interest income - $13 million,

Noninterest income - $12 million, and Noninterest expense - $21 million, and the associated loans and deposits. 3Q13 and 4Q13 results also exclude the

estimated effect of a change in ACH/Debit posting order of $13 million and $5 million, respectively. 2Q14 results also exclude $288 million Chicago Divestiture

gain, and $9 million FFELP sale gain, 1Q15 excludes gain on sale of mortgage portfolio of $10 million, respectively. Peer results adjusted for similar unusual or

special revenue and expense items where available.

2)Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

(Core

expense/core

earning

assets

ratio

(1)

)

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

18

CFG asset quality performance vs. peers

CFG

Peer average

(1)

NPAs/Assets

Improving credit quality

3Q13

2Q15

3Q13

2Q15

Considerable progress in cleaning up non-core issues

and moving back towards peer averages

Source: Company filings.

1)

Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

Net charge-offs/average loans and leases

Favorable charge-off trends

(1)

0.61%

0.53%

0.41%

0.38%

0.35%

0.23%

0.33%

0.42%

0.51%

0.38%

0.32%

0.32%

0.34%

0.27%

0.26%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

CFG

Peer average

1.45%

0.87%

0.79%

0.54%

12 bps

improvement

vs. peers

0.31%

Loan and deposit growth tracking well vs. peers

19

$s in billions

Total average loans and leases

Total

average

deposits

(1)

6% Retail loan CAGR vs. Peer average of (1)%

9% Commercial loan CAGR vs. Peer average of 7%

Loan yield change

Interest-bearing

deposit

costs

(1)

Accelerated deposit growth to compensate for 2Q14 Chicago

Divestiture, now focused on cost optimizations

(2)

(2)

$46.0

$46.3

$46.4

$47.5

$48.5

$49.8

$50.4

$50.9

$38.5

$39.5

$39.7

$40.5

$41.2

$42.3

$43.5

$44.7

$84.5

$85.8

$86.1

$88.0

$89.7

$92.0

$94.0

$95.6

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

Retail

Commercial

330 bps

better than

peers

18 bps less

contraction

than peers

3.50%

3.42%

3.41%

3.40%

3.33%

3.34%

3.34%

3.30%

4.08%

4.05%

3.98%

3.88%

3.82%

3.79%

3.73%

3.70%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

CFG

Peer average

6 bps worse

than peers

0.35%

0.24%

0.22%

0.22%

0.25%

0.28%

0.31%

0.33%

0.26%

0.25%

0.23%

0.22%

0.22%

0.22%

0.21%

0.21%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

CFG

Peer average

$87.9

$88.0

$86.4

$87.6

$91.7

$94.8

$95.6

$98.5

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

6.7% CAGR

112 bps

better than

peers

Source: SNL Financial, Bloomberg, and Company filings.

1)

Non-GAAP item. See appendix for a reconciliation of non-GAAP items. Core CFG results exclude, as applicable, restructuring charges and special items, and 

securities gains. Results prior to 3Q14 also adjusted for the following estimated impact of the Chicago Divestiture: Net interest income - $13 million, Noninterest

income - $12 million, and Noninterest expense - $21 million, and the associated loans and deposits. 3Q13 and 4Q13 results also exclude the estimated effect of a

change in ACH/Debit posting order of $13 million and $5 million, respectively. 2Q14 results also exclude $288 million Chicago Divestiture gain, and $9 million FFELP 

sale gain, 1Q15 excludes gain on sale of mortgage portfolio of $10 million, respectively. Peer results adjusted for similar unusual or special revenue and expense items

where available.

2)

Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

7% CAGR

Capital and liquidity strong vs. peers

20

Executed $2.2 billion in capital exchange

transactions since 6/30/2013, mix of capital

now broadly aligned with peers

Common equity tier 1 ratio

Total capital ratio

1.7% points

better than

peers

1.6% points

better than

peers

CFG

Peers

Common equity tier 1 ratio

All other capital

16.3%

15.3%

2.3%

3.4%

13.9%

11.8%

14.2%

13.6%

4.1%

3.4%

10.1%

10.2%

Capital mix

(1)

77%

75%

23%

25%

15%

85%

29%

71%

Source: SNL Financial.

1)

Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

2)

Common equity tier 1 capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015.

(2)

(2)

(2)

(1)

16.3%

16.1%

16.0%

16.2%

16.1%

15.8%

15.5%

15.3%

14.2%

14.2%

14.2%

14.2%

14.4%

14.2%

13.8%

13.6%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

CFG

Peer average

13.9%

13.5%

13.4%

13.3%

12.9%

12.4%

12.2%

11.8%

10.1%

10.1%

10.3%

10.3%

10.4%

10.4%

10.2%

10.2%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q13

2Q15

3Q13

2Q15

$s in millions

Accelerating profitability

(Core net income

(1)

)

Improving return on equity

(Core return on average tangible common equity

(1)

)

CFG core profitability vs. peers

CFG

Peer average

(2)

Peers

203 bps

CFG

296 bps

Peers 2%

CFG 79%

Consistent record of improving profitability and returns,

narrowing gap vs. peers

3.5%

4.5%

4.6%

6.0%

6.2%

6.7%

6.3%

6.5%

13.6%

13.0%

12.5%

12.9%

12.6%12.6%

11.4%

11.5%

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

$501

$500

$485

$516

$513

$523

$478

$491

$117

$144

$146

$197

$201

$216

$203

$209

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

Source: SNL Financial, Bloomberg, and Company filings.

1)Non-GAAP item. See appendix for a reconciliation of non-GAAP items. Core CFG results exclude, as applicable, restructuring charges and special items, and securities

gains. Results prior to 3Q14 also adjusted for the following estimated impact of the Chicago Divestiture: Net interest income - $13 million, Noninterest income - $12

million, and Noninterest expense - $21 million, and the associated loans and deposits. 3Q13 and 4Q13 results also exclude the estimated effect of a change in

ACH/Debit posting order of $13 million and $5 million, respectively. 2Q14 results also exclude $288 million Chicago Divestiture gain, and $9 million FFELP sale gain,

1Q15 excludes gain on sale of mortgage portfolio of $10 million, respectively. Peer results adjusted for similar unusual or special revenue and expense items where

available.

2)Peer banks include BBT, CMA, FITB, KEY, MTB, PNC, RF, STI and USB.

21

Key messages

22

We are executing well against our agenda; delivering near-term financial progress

towards ambitious medium-term goals

We have the foundation for a great franchise, though much to do to tap full potential

Our turnaround plan addresses gaps/weaknesses on both a tactical and strategic level

While an increase in short-term rates will be beneficial, we can continue to drive

business and financial progress by executing well

To date, our performance gap with peers is steadily closing

23

Appendix

24

Summary GAAP Financial Information

25

1

Includes held for sale.

2

Non-GAAP item. See important information on use of Non-GAAP items in the Appendix.

3

Return on average tangible common equity.

4

Return on average total tangible assets.

5

Full-time equivalent employees.

2Q15 change from

$s in millions

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

3Q13

$

%

Net interest income

770

$        

779

$        

808

$        

833

$        

820

$        

840

$        

836

$        

840

$        

70

$      

9

%

Noninterest income

383

379

358

640

341

339

347

360

(23)

(6)

Total revenue

1,153

1,158

1,166

1,473

1,161

1,179

1,183

1,200

47

4

Noninterest expense

788

818

810

948

810

824

810

841

53

7

Pre-provision profit

365

340

356

525

351

355

373

359

(6)

(2)

Provision for credit losses

145

132

121

49

77

72

58

77

(68)

(47)

Income before income tax expense

220

208

235

476

274

283

315

282

62

28

Income tax expense

76

56

69

163

85

86

106

92

16

21

Net income

144

$        

152

$        

166

$        

313

$        

189

$        

197

$        

209

$        

190

$        

46

$      

32

%

$s in billions

Average interest earning assets

105.9

$    

109.0

$    

112.5

$    

116.0

$    

117.2

$    

118.7

$    

121.3

$    

123.2

$    

17.3

$  

16

%

Average deposits

1

93.1

$      

93.2

$      

91.6

$      

92.2

$      

91.7

$      

94.8

$      

95.6

$      

98.5

$      

5.4

$    

6

%

Key metrics

Net interest margin

2.88

%

2.83

%

2.89

%

2.87

%

2.77

%

2.80

%

2.77

%

2.72

%

(16)

bps

Loan-to-deposit

ratio

(period-end)

1

91.3

%

94.5

%

95.5

%

97.2

%

97.3

%

97.9

%

95.8

%

96.6

%

530

bps

ROTCE

2,3

4.3

%

4.7

%

5.2

%

9.6

%

5.8

%

6.1

%

6.5

%

5.9

%

156

bps

ROTA

2,4

0.5

%

0.5

%

0.6

%

1.0

%

0.6

%

0.6

%

0.7

%

0.6

%

7

bps

Efficiency

ratio

2

68

%

71

%

69

%

64

%

70

%

70

%

68

%

70

%

153

bps

FTEs

5

18,961

19,152

18,856

18,049

17,852

17,677

17,792

17,903

(1,058)

(6)

%

Per common share

Diluted earnings

0.26

$      

0.27

$      

0.30

$      

0.56

$      

0.34

$      

0.36

$      

0.38

$      

0.35

$      

0.09

$  

35

%

Tangible

book

value

2

22.97

$    

22.61

$    

23.08

$    

23.39

$    

23.04

$    

23.46

$    

23.96

$    

24.03

$    

1.06

$  

5

Average diluted shares outstanding

(in millions)

560.0

560.0

560.0

560.0

560.2

550.7

549.8

539.9

(20.1)

(4)

%

Non-GAAP Reconciliation Table

26

(Excluding restructuring charges and special items)

$s in millions, except per share data

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2015 Change

from 2013

Noninterest income, excluding special items:

Noninterest income (GAAP)

A

$360

$347

$339

$341

$640

$358

$379

$383

Less: Special items -

Chicago gain

-

-

-

-

288

-

-

-

REPORTED NON-GAAP Noninterest income, excluding special items

B

360

347

339

341

352

358

379

383

Less: Securities gains

9

8

1

2

-

25

25

25

Less: FFELP sale gain -

Net interest Income

-

-

-

-

9

-

-

-

Less: Mortgage portfolio

-

10

-

-

-

-

-

-

Less: Estimated -

Chicago sale gain

-

-

-

-

12

12

12

12

Less: Estimated-

Posting order change

-

-

-

-

-

-

5

13

CORE noninterest income, excluding special items

C

$351

$329

$338

$339

$331

$321

$337

$333

Total revenue, excluding special items:

Total revenue (GAAP)

D

$1,200

$1,183

$1,179

$1,161

$1,473

$1,166

$1,158

$1,153

Less: Special items -

Chicago gain

-

-

-

-

288

-

-

-

REPORTED NON-GAAP Total revenues, excluding special items

E

1,200

1,183

1,179

1,161

1,185

1,166

1,158

1,153

Less: Securities gains

9

8

1

2

-

25

25

25

Less: FFELP sale gain

-

-

-

-

9

-

-

-

Less: Mortgage portfolio

-

10

-

-

-

-

-

-

Less: Estimated -

Chicago sale gain -

Net interest income

-

-

-

-

13

13

13

13

Less: Estimated -

Chicago sale gain -

Noninterest income

-

-

-

-

12

12

12

12

Less: Estimated -

Posting order change

-

-

-

-

-

-

5

13

Total revenue, excluding special items (core revenue)

F

$1,191

$1,165

$1,178

$1,159

$1,151

$1,116

$1,103

$1,090

Noninterest expense, excluding restructuring charges and special items:

Noninterest expense (GAAP)

G

$841

$810

$824

$810

$948

$810

$818

$788

Less: Restructuring charges and special items

40

10

33

21

115

-

26

-

REPORTED NON-GAAP Noninterest expense, excluding special items

H

801

800

791

789

833

810

792

788

Less: Estimated -

Chicago Adjustment

-

-

-

-

21

21

21

21

Noninterest expense, excluding restructuring charges and special items (core

expense)

I

$801

$800

$791

$789

$812

$789

$771

$767

Net Income, excluding restructuring charges and special items:

Net income (GAAP)

J

$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

-

REPORTED NON-GAAP Net Income

K

215

215

217

202

205

166

169

144

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

(benefit)

(6)

(12)

(1)

(1)

(8)

(20)

(25)

(27)

Net income, excluding special items  (core net income)

L

$209

$203

$216

$201

$197

$146

$144

$117

79%

Effective Tax Rate

32.69%

33.68%

30.56%

30.81%

34.27%

29.45%

26.87%

34.57%

QUARTERLY TRENDS

Non-GAAP Reconciliation Table

27

(Excluding restructuring charges and special items)

$s in millions, except per share data

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2015 Change

from 2013

Return on average tangible common equity and return on average tangible

common equity, excluding restructuring charges and special items:

Average common equity (GAAP)

M

$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

Less: Average other intangibles (GAAP)

5

5

6

6

7

7

8

9

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

437

422

403

384

369

351

342

325

Average tangible common equity (non-GAAP)

N

$12,947

$12,948

$12,730

$12,913

$13,093

$12,838

$12,822

$13,067

Return on average tangible common equity (non-GAAP)

J/N

5.9 %

6.5 %

6.1 %

5.8 %

9.6 %

5.2 %

4.7 %

4.3 %

156 bps

REPORTED NON-GAAP  Return on average tangible common equity, excluding

restructuring charges and special items

6.7 %

6.7 %

6.8 %

6.2 %

6.3 %

5.2 %

5.2 %

4.3 %

233 bps

Core -

Return on average tangible common equity, excluding restructuring

charges and special items

L/N

6.5 %

6.3 %

6.7 %

6.2 %

6.0%

4.6 %

4.5 %

3.5 %

296 bps

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

assets, excluding restructuring charges and special items:

Average total assets (GAAP)

O

$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 

Less: Average other intangibles (GAAP)

5 

5 

6 

6 

7 

7 

8 

9 

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

437 

422 

403 

384 

369 

351 

342 

325 

Average tangible assets (non-GAAP)

P

$129,077

$126,866

$124,192

$122,193

$120,634

$117,372

$113,851

$110,826

Return on average total tangible assets (non-GAAP)

J/P

0.6%

0.7%

0.6%

0.6%

1.0%

0.6%

0.5%

0.5%

7 bps

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2015 Change

from 2013

Efficiency ratio:

Net interest income (GAAP)

Q

$840

$836

$840

$820

$833

$808

$779

$770

Add: Noninterest income (GAAP)

R

360

347

339

341

640

358

379

383

Total revenue (GAAP)

D

$1,200

$1,183

$1,179

$1,161

$1,473

$1,166

$1,158

$1,153

Efficiency ratio (non-GAAP)

G/D

70%

68%

70%

70%

64%

69%

71%

68%

153 bps

REPORTED NON-GAAP Efficiency ratio, excluding restructuring charges and

special items

67%

68%

67%

68%

70%

69%

68%

68%

(179)

bps

Core -

Efficiency ratio, excluding restructuring charges and special items

I/F

67%

69%

67%

68%

70%

71%

70%

70%

(327)

bps

Tangible book value per common share:

Common shares -

at end of period (GAAP)

S

537,149,717

547,490,812

545,884,519

559,998,324

559,998,324

559,998,324

559,998,324

559,998,324

Stockholders' equity (GAAP)

$19,339

$19,564

$19,268

$19,383

$19,597

$19,442

$19,196

$19,413

Less: Goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

6,876

6,876

6,876

Less: Other intangible assets (GAAP)

4

5

6

6

7

7

8

9

Add: Deferred tax liabilities related to goodwill (GAAP)

450

434

420

399

384

366

350

333

Tangible common equity (non-GAAP)

T

$12,909

$13,117

$12,806

$12,900

$13,098

$12,925

$12,662

$12,861

Tangible book value per common share (non-GAAP)

T/S

$24.03

$23.96

$23.46

$23.04

$23.39

$23.08

$22.61

$22.97

$1.06

Pro

forma

Basel

III

fully

phased-in

common

equity

tier

1

capital

ratio

1

Common equity tier 1 (regulatory)

$13,270

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

3 

Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP)

U

$13,267

Risk-weighted assets (regulatory general risk weight approach)

$112,131

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

247 

Basel III standardized approach risk-weighted assets (non-GAAP)

V

$112,378

Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP)

U/V

11.8%

QUARTERLY TRENDS

QUARTERLY TRENDS

1

Periods prior to 1Q15 reported on a Basel I basis. Basel III ratios assume certain definitions impacting qualifying Basel III

capital, which otherwise will phase in through 2018, are fully phased-in.

Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

:

:

Non-GAAP Reconciliation Table

28

(Excluding restructuring charges and special items)

$s in millions, except per share data

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2015 Change

from 2013

Total Average Deposits

Total Average Depostis

$98,533

$95,645

$94,798

$91,676

$92,166

$91,596

$93,184

$93,143

Less: Special items -

Chicago Divestiture

-

-

-

-

4,543

5,229

5,229

5,229

Average Deposits, excluding special items

$98,533

$95,645

$94,798

$91,676

$87,623

$86,367

$87,955

$87,914

Total interest bearing deposits

$72,114

$69,889

$68,466

$65,847

$61,639

$61,570

$67,017

$67,545

Interest Bearing Deposits Held for Sale

-

-

-

-

-

-

4,233

4,233

Interest bearing deposits

W

$72,114

$69,889

$68,466

$65,847

$61,639

$61,570

$62,784

$63,312

Total Interest expense -

deposits

60

52

48

41

34

33

40

58

Interest expense -

related to Chicago divestiture

-

-

-

-

-

-

2

2

Interest expense -

deposits

X

$60

$52

$48

$41

$34

$33

$38

$56

Interest-bearing deposit costs (CORE)

X/W

0.33%

0.31%

0.28%

0.25%

0.22%

0.22%

0.24%

0.35%

Average Interest Earning Assets

$123,205

$121,342

$118,730

$117,196

$115,992

$112,505

$108,972

$105,857

Less: Estimated -

Chicago adjustment

-

-

-

-

1,031

1,031

1,031

1,031

Earning Assets

Y

$123,205

$121,342

$118,730

$117,196

$114,961

$111,474

$107,941

$104,826

Core expense to earning assets ratio

I/Y

2.6%

2.7%

2.6%

2.7%

2.8%

2.9%

2.8%

2.9%

2Q15

1Q15

4Q14

3Q14

2Q14

1Q14

4Q13

3Q13

2015 Change

from 2013

CORE NIM:

Average Interest Earning Assets

Z

$123,205

$121,342

$118,730

$117,196

$115,992

$112,505

$108,972

$105,857

Less: Estimated -

Chicago adjustment

-

-

-

-

1,031

1,031

1,031

1,031

Earning Assets

AA

$123,205

$121,342

$118,730

$117,196

$114,961

$111,474

$107,941

$104,826

Earning Asset Yield

BB

3.08%

3.12%

3.14%

3.08%

3.16%

3.19%

3.18%

3.27%

Calculated Int. Income

Z*BB

$3,799

$3,790

$3,731

$3,615

$3,662

$3,590

$3,466

$3,458

Less: Estimated -

Chicago adjustment (annualized)

-

-

-

-

42

42

42

42

Annualized interest income excluding Chicago adjustment

CC

$3,799

$3,790

$3,731

$3,615

$3,620

$3,548

$3,424

$3,416

Total Int. Bearing Liabilities Balance

DD

$86,886

$85,395

$82,494

$80,843

$78,469

$76,552

$72,687

$69,916

Less: Estimated -

Chicago adjustment

-

-

-

-

3,675

4,233

4,233

4,233

Less: Estimated replacement funding -

deposits

-

-

-

-

(2,644)

(3,202)

(3,202)

(3,202)

Int. Bearing Liabilities

$86,886

$85,395

$82,494

$80,843

$77,438

$75,521

$71,656

$68,885

Int. Bearing Liabilities Yield

EE

0.51%

0.50%

0.49%

0.45%

0.42%

0.45%

0.52%

0.58%

Calculated interest expense

DD*EE

$444

$429

$406

$366

$333

$341

$381

$405

Add: Estimated -

Chicago adjustment (annualized)

-

-

-

-

9

9

9

9

Annualized interest expense excluding Chicago adjustment

FF

$444

$429

$406

$366

$342

$350

$390

$414

Annualized net interest income excluding Chicago adjustment

GG=CC-FF

$3,355

$3,361

$3,325

$3,249

$3,278

$3,198

$3,034

$3,002

NIM excluding Chicago Adjustment

GG/AA

2.72%

2.77%

2.80%

2.77%

2.85%

2.87%

2.81%

2.86%

NIM REPORTED

2.72%

2.77%

2.80%

2.77%

2.87%

2.89%

2.83%

2.88%

QUARTERLY TRENDS

QUARTERLY TRENDS

29