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): January 22, 2016

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 2.02 Results of Operations and Financial Condition.

On January 22, 2016, Citizens Financial Group, Inc. issued a press release reporting fourth quarter and full year 2015 earnings and posted on its website the press release, an earnings release presentation, and a financial supplement. Copies of the press release, earnings release presentation, and financial supplement are being furnished as Exhibits 99.1, 99.2 and 99.3, respectively.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated January 22, 2016
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued January 22, 2016
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 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: January 22, 2016

EXHIBIT INDEX

Exhibit Number	Description
99.1	Citizens Financial Group, Inc. press release dated January 22, 2016
99.2	Citizens Financial Group, Inc. earnings release presentation issued January 22, 2016
99.3	Citizens Financial Group, Inc. financial supplement for fourth quarter and full year 2015

EX-99.1

Exhibit 99.1

Citizens Financial Group, Inc., Reports Fourth Quarter Net Income of $221 Million, or $0.42 Diluted EPS

2015 Net Income of $840 Million, or $1.55 Diluted EPS

2015 Adjusted net income available to common stockholders*, excluding net restructuring charges and special items,

of $864 million, or $1.61 diluted EPS, up 13% from Adjusted 2014

Delivered 3% Adjusted positive operating leverage* in 2015

PROVIDENCE, RI (January 22, 2016) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported fourth quarter net income of $221 million, or $0.42 per diluted common share, compared with $220 million, or $0.40 per diluted common share, for third quarter 2015 and $197 million, or $0.36 per diluted common share, for fourth quarter 2014. There were no net restructuring charges and special items in fourth quarter 2015 and third quarter 2015, compared with $0.03 per diluted common share reduction in fourth quarter 2014, as detailed in the Discussion of Results portion of this release. Fourth quarter Adjusted diluted EPS* of $0.42 increased 5% from $0.40 diluted EPS in third quarter 2015 and 8% from Adjusted diluted EPS* of $0.39 in fourth quarter 2014.

2015 net income available to common stockholders of $833 million, or $1.55 per diluted common share, decreased from $865 million in 2014, which included a $180 million after-tax Chicago Divestiture gain and a net $105 million after-tax restructuring charges and special items. 2015 Adjusted net income available to common stockholders* of $864 million increased 9% from the prior year, while Adjusted diluted EPS* of $1.61 were up 13% from 2014.

Citizens also announced that its board of directors declared a quarterly cash dividend of $0.10 per common share. The dividend is payable on February 18, 2016 to shareholders of record at the close of business on February 4, 2016.

Chairman and Chief Executive Officer Bruce Van Saun commented, “We made great progress and had a strong year overall in 2015. We delivered solid execution on our plan to improve Citizens’ performance for all stakeholders. This resulted in improving financial performance and permitted RBS to fully divest their ownership position. As we enter 2016, we remain very focused on execution — we want to continue to grow our balance sheet, serve our customers well and operate efficiently to deliver positive operating leverage.” He added, “I thank our 18,000 colleagues for their great efforts in 2015, and I look forward to another successful year in 2016.”

Return on Average Tangible Common Equity* (“ROTCE”) was 6.7% in fourth quarter 2015 and improved from 6.6% in third quarter 2015 and 6.1% in fourth quarter 2014.

* These are non-GAAP financial measures. Please see Non-GAAP Reconciliation Tables at the end of this release for an explanation of our use of non-GAAP financial measures and their reconciliation to GAAP. Where there is a reference to an “Adjusted” result in a paragraph, all measures that follow that “Adjusted” result are also “Adjusted” and exclude restructuring charges and special items as applicable.

Citizens Financial Group, Inc.

Key Highlights

Fourth Quarter 2015 vs. Third Quarter 2015

• Fourth quarter highlights include 1.5% average loan growth, revenue growth of 2% and continued good expense discipline.

Results

• Total revenue of $1.2 billion, up 2%.

• Net interest income of $870 million increased $14 million, reflecting an increase in average interest-earning assets and improved yields as the net interest margin improved one basis point to 2.77%.

• Noninterest income of $362 million was up $9 million, or 3%, driven by growth in service charges and fees.

• Noninterest expense of $810 million was up $12 million, or 2%.

• Efficiency ratio of 66% improved 26 basis points.

• Pre-provision profit of $422 million increased $11 million, driven by higher revenue.

• Provision for credit losses of $91 million increased $15 million, of which $14 million reflects a fourth quarter 2015 reserve build in excess of net charge-offs.

Balance Sheet

• Average loans and leases increased $1.4 billion, or 1.5%, on strength in both retail and commercial loans.

• Average deposits increased $378 million and deposit costs decreased as strength in checking account balances was largely offset by a reduction in term deposits.

• Nonperforming loans and leases (“NPLs”) to total loans and leases remained relatively stable at 1.07%. Allowance coverage of NPLs was 115% in fourth quarter 2015 relative to 116% in the third quarter 2015.

• Capital strength remains robust with a common equity tier 1 (“CET1”) capital ratio of 11.7%.

• Repurchased $750 million of subordinated debt held by The Royal Bank of Scotland, plc (“RBS”) and issued $750 million of public subordinated notes and $750 million of bank senior notes during the quarter, further diversifying our funding base and enhancing contingent liquidity.

2

Citizens Financial Group, Inc.

Full-Year 2015 vs. Full-Year 2014

• Adjusted total revenue* of $4.8 billion increased 3%, reflecting solid performance in a sluggish environment.

• Adjusted noninterest expense* of $3.2 billion decreased $14 million driven by the impact of the Chicago Divestiture and strong expense discipline.

• Adjusted net income* of $871 million increased by $81 million, or 10%.

• Adjusted ROTCE* of 6.7 % was up 56 basis points.

• Adjusted efficiency ratio* of 67%, improved 218 basis points.

• Average total assets increased 6%, driven by loan growth of 8%.

• Completed separation from RBS; now 100% independent.

Update on Plan Execution

• Continued execution on initiatives intended to drive growth and enhance efficiency:

• Grew checking account households by nearly 30,000 with improving cross-sell rates.

• Progress in recruiting mortgage loan officers: 442 at year end, up 29 net for 2015, and mortgage origination volume up 56% compared to 2014.

• Attractive organic growth in auto with improving yields.

• Added 46 wealth managers, with strong momentum in fourth quarter 2015; also added 26 business bankers.

• 2015 period-end loan and lease growth of $5.6 billion, or 6%, with $3.0 billion in commercial and commercial real estate, $2.1 billion in student, including our attractive refinance product, and $1.5 billion in residential mortgages.

• Delivered well against our revenue and expense initiatives, achieving targeted $200 million in Top I cost saves and $25 million in revenue and expense benefits from Top II initiatives by year end 2015. Currently tracking to 2016 targets.

`

3

Citizens Financial Group, Inc.

	Quarterly trends																	Full year
Earnings highlights										4Q15 change from														2015 change
($s in millions, except per share data)	4Q15			3Q15			4Q14			3Q15				4Q14				2015			2014			from 2014
Net interest income	$	870		$	856		$	840		$	14			$	30			$	3,402		$	3,301		$	101
Noninterest income		362			353			339			9				23				1,422			1,678			(256	)
Total revenue		1,232			1,209			1,179			23				53				4,824			4,979			(155	)
Noninterest expense		810			798			824			12				(14	)			3,259			3,392			(133	)
Pre-provision profit		422			411			355			11				67				1,565			1,587			(22	)
Provision for credit losses		91			76			72			15				19				302			319			(17	)
Net income		221			220			197			1				24				840			865			(25	)
Net income available to common shareholders		221			213			197			8				24				833			865			(32	)
After-tax restructuring charges and special items*	$	—		$	—		$	20		$	—			$	(20	)		$	31		$	(75	)	$	106
Net income available to common shareholders excluding restructuring charges and special items*	$	221		$	213		$	217		$	8			$	4			$	864		$	790		$	74
Average common shares outstanding
Basic (in millions)		527.6			531.0			546.8			(3.3	)			(19.2	)			535.6			556.7			(21.1	)
Diluted (in millions)		530.3			533.4			550.7			(3.1	)			(20.4	)			538.2			557.7			(19.5	)
Diluted earnings per share	$	0.42		$	0.40		$	0.36		$	0.02			$	0.06			$	1.55		$	1.55		$	—
Diluted earnings per share, excluding restructuring charges and special items*	$	0.42		$	0.40		$	0.39		$	0.02			$	0.03			$	1.61		$	1.42		$	0.19
Financial ratios
Net interest margin		2.77	%		2.76	%		2.80	%		1		bps		(3	)	bps		2.75	%		2.83	%		(8	)	bps
Noninterest income as a % of total revenue		29.4			29.2			28.8			19		bps		63		bps		29.5			33.7			(422	)	bps
Effective income tax rate		33.4			34.1			30.6			(67	)	bps		289		bps		33.5			31.8			172		bps
Efficiency ratio*		66			66			70			(26	)	bps		(412	)	bps		68			68			(56	)	bps
Efficiency ratio, excluding restructuring charges and special items*		66			66			67			(26	)	bps		(135	)	bps		67			69			(218	)	bps
Return on average tangible common equity*		6.7			6.6			6.1			15		bps		63		bps		6.4			6.7			(26	)	bps
Return on average tangible common equity excluding restructuring charges and special items*		6.7			6.6			6.8			15		bps		(1	)	bps		6.7			6.1			56		bps
Return on average common equity		4.5			4.4			4.1			11		bps		45		bps		4.3			4.5			(16	)	bps
Return on average total assets		0.6			0.7			0.6			(1	)	bps		4		bps		0.6			0.7			(6	)	bps
Return on average total tangible assets*		0.7	%		0.7	%		0.6	%		(1	)	bps		4		bps		0.7	%		0.7	%		(6	)	bps
Capital adequacy(1)(2)
Common equity tier 1 capital ratio(3)		11.7	%		11.8	%		12.4	%										11.7	%		12.4	%
Total capital ratio		15.3			15.4			15.8											15.3			15.8
Tier 1 leverage ratio		10.5	%		10.4	%		10.6	%										10.5	%		10.6	%
Asset quality(2)
Total nonperforming loans and leases as a % of total loans and leases		1.07	%		1.06	%		1.18	%		1		bps		(11	)	bps		1.07	%		1.18	%		(11	)	bps
Allowance for loan and lease losses as a % of loans and leases		1.23			1.23			1.28			—		bps		(5	)	bps		1.23			1.28			(5	)	bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		115			116			109			(148	)	bps		613		bps		115	%		109	%		613		bps
Net charge-offs as a % of average loans and leases		0.31	%		0.31	%		0.35	%		—		bps		(4	)	bps		0.30			0.36			(6	)	bps

^*  These are non-GAAP financial measures. Please see Non-GAAP Reconciliation Tables at the end of this release for an explanation of our use of non-GAAP financial measures and reconciliation of those non-GAAP financial measures to GAAP. All references to Adjusted results exclude restructuring charges and special items.

¹  Current reporting period regulatory capital ratios are preliminary.

²  Capital adequacy and asset quality ratios calculated on a period-end basis, except net charge-offs.

³  CET1 capital under Basel III replaced Tier 1 common capital under Basel I effective January 1, 2015.

4

Citizens Financial Group, Inc.

Discussion of Results:

Fourth quarter 2015 pre-provision profit of $422 million and net income of $221 million included no net restructuring charges and special items. Third quarter 2015 pre-provision profit of $411 million and net income of $220 million similarly included no restructuring charges and special items. Fourth quarter 2014 results were reduced by a net $33 million pre-tax, or $20 million after tax, of restructuring charges and special items, largely related to efforts to improve processes and enhance efficiencies, as well as rebranding and separation from RBS.

Full-year 2015 net income was reduced by a net $50 million pre-tax, or $31 million after tax, of restructuring charges and special items, compared with full-year 2014 net income, which was benefited by a net $119 million pre-tax, or $75 million after tax, of net restructuring charges and special items. All references to Adjusted results* exclude the impact of restructuring charges and special items.

In addition to the restructuring charges and special items associated with the Chicago Divestiture that have been excluded from Adjusted Results*, the second quarter 2014 Chicago Divestiture also had the following estimated effects on full-year 2015 results, as compared to full-year 2014, decreasing full-year 2015 results by the following estimated amounts: $26 million in net interest income, $24 million in noninterest income and $42 million in noninterest expense.

Restructuring charges and special items								4Q15 change from										2015 change
($s in millions, except per share data)	4Q15		3Q15		4Q14			3Q15		4Q14			2015			2014		from 2014
Pre-tax net gain on Chicago Divestiture	$	—	$	—	$	—		$	—	$	—		$	—		$	288	$	(288	)
After-tax net gain on Chicago Divestiture	$	—	$	—	$	—		$	—	$	—		$	—		$	180	$	(180	)
Pre-tax total noninterest expense restructuring charges and special items		—		—		33			—		(33	)		50			169		(119	)
After-tax total noninterest expense restructuring charges and special items		—		—		20			—		(20	)		31			105		(74	)
Pre-tax restructuring charges and special items		—		—		(33	)		—		33			(50	)		119		(169	)
After-tax restructuring charges and special items		—		—		(20	)		—		20			(31	)		75		(106	)
Diluted EPS impact	$	—	$	—	$	(0.03	)	$	—	$	0.03		$	(0.06	)	$	0.13	$	(0.19	)

5

Citizens Financial Group, Inc.

Adjusted results*							4Q15 change from									2015 change
($s in millions)	4Q15		3Q15		4Q14		3Q15			4Q14		2015		2014		from 2014
Adjusted net interest income*	$	870	$	856	$	840	$	14		$	30	$	3,402	$	3,301	$	101
Adjusted noninterest income*		362		353		339		9			23		1,422		1,390		32
Adjusted total revenue*		1,232		1,209		1,179		23			53		4,824		4,691		133
Adjusted noninterest expense*		810		798		791		12			19		3,209		3,223		(14	)
Adjusted pre-provision profit*		422		411		388		11			34		1,615		1,468		147
Provision for credit losses		91		76		72		15			19		302		319		(17	)
Adjusted pretax income*		331		335		316		(4	)		15		1,313		1,149		164
Adjusted income tax expense*		110		115		99		(5	)		11		442		359		83
Adjusted net income*	$	221	$	220	$	217	$	1		$	4	$	871	$	790	$	81
Preferred dividend		—		7		—		(7	)		—		7		—		7
Adjusted net income available to common shareholders*		221		213		217		8			4		864		790		74
Adjusted diluted earnings per share*	$	0.42	$	0.40	$	0.39	$	0.02		$	0.03	$	1.61	$	1.42	$	0.19

Adjusted pre-provision profit* of $422 million increased $11 million from third quarter 2015, reflecting a $23 million increase in total revenue, partially offset by a $12 million increase in noninterest expense. Fourth quarter net income of $221 million was relatively stable with third quarter 2015 as revenue growth was largely offset by the impact of higher noninterest expense and higher provision for credit losses, which included a $14 million reserve build.

Adjusted pre-provision profit* increased $34 million from Adjusted fourth quarter 2014 levels, driven by a $53 million increase in total revenue, partially offset by noninterest expense growth. Compared to Adjusted fourth quarter 2014 results, net income increased $4 million, or 2%, reflecting a $53 million increase in total revenue, partially offset by a $19 million increase in noninterest expense, a $19 million increase in provision including a $14 million reserve build and an increase in the effective tax rate. Adjusted diluted earnings per share were up 8% given net income growth and a 4% reduction in share count.

Full-year 2015 Adjusted net income* of $871 million increased $81 million, or 10%, from full-year 2014 Adjusted net income of $790 million, driven by 3% total revenue growth and flat noninterest expense, as savings from our efficiency initiatives were used to fund investments in the businesses to drive future revenue growth. Results also reflected a $17 million decrease in provision expense, given stable credit quality in a benign environment and a modest increase in the effective tax rate. Full-year 2015 Adjusted diluted earnings per share were up 13% from the prior period, reflecting growth in net income and a reduction in common shares outstanding.

6

Citizens Financial Group, Inc.

Net interest income										4Q15 change from
($s in millions)	4Q15			3Q15			4Q14			3Q15							4Q14
										$				%			$				%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	832		$	818		$	779		$	14				2	%	$	53				7	%
Investment securities		153			154			161			(1	)			(1	)		(8	)			(5	)
Interest-bearing deposits in banks		1			2			1			(1	)			(50	)		—				—
Total interest income	$	986		$	974		$	941		$	12				1	%	$	45				5	%
Interest expense:
Deposits	$	60		$	65		$	48		$	(5	)			(8	)%	$	12				25	%
Federal funds purchased and securities sold under agreements to repurchase		3			4			7			(1	)			(25	)		(4	)			(57	)
Other short-term borrowed funds		16			17			19			(1	)			(6	)		(3	)			(16	)
Long-term borrowed funds		37			32			27			5				16			10				37
Total interest expense	$	116		$	118		$	101		$	(2	)			(2	)%	$	15				15	%
Net interest income	$	870		$	856		$	840		$	14				2	%	$	30				4	%
Net interest margin		2.77	%		2.76	%		2.80	%		1		bps					(3	)	bps

Net interest income of $870 million in fourth quarter 2015 increased $14 million, or 2%, compared with third quarter 2015, driven largely by a $1.4 billion increase in average loans and leases, improved loan yields and lower deposit costs, partially offset by growth in liquidity and higher subordinated and senior debt borrowing costs. Net interest margin increased one basis point to 2.77% in fourth quarter 2015, from 2.76% in third quarter 2015, benefitting from initiatives to improve loan yields, deposit costs and mix.

Fourth quarter 2015 net interest income increased $30 million, or 4%, from fourth quarter 2014 as the benefit of 7% average loan growth, improving retail loan yields and a reduction in pay-fixed swap costs was partially offset by the impact of higher deposit costs, largely in the first half of 2015, as well as higher subordinated and senior debt borrowing costs. Results also reflect lower investment portfolio income. Net interest margin decreased three basis points, primarily reflecting higher deposit and borrowing costs.

Noninterest Income							4Q15 change from
($s in millions)	4Q15		3Q15		4Q14		3Q15						4Q14
							$			%			$			%
Service charges and fees	$	156	$	145	$	144	$	11			8	%	$	12			8	%
Card fees		60		60		58		—			—			2			3
Trust and investment services fees		39		41		38		(2	)		(5	)		1			3
Mortgage banking fees		20		18		16		2			11			4			25
Capital markets fees		15		21		25		(6	)		(29	)		(10	)		(40	)
Foreign exchange and trade finance fees		23		22		25		1			5			(2	)		(8	)
Securities gains, net		10		2		1		8			NM			9			NM
Other income1		39		44		32		(5	)		(11	)		7			22
Noninterest income	$	362	$	353	$	339	$	9			3	%	$	23			7	%

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

Noninterest income of $362 million in fourth quarter 2015 increased $9 million from third quarter 2015 as higher service charges and fees and an $8 million increase in securities gains were partially offset by a decline in capital markets fees, as market headwinds impacted originations. Results also reflect a $5 million decrease in other income from third quarter 2015 levels, which included $8 million of branch real estate gains.

7

Citizens Financial Group, Inc.

Noninterest income increased $23 million from fourth quarter 2014, as strength in service charges and fees and higher securities gains, other income and mortgage banking fees were partially offset by lower capital markets fees, reflecting weak market conditions.

Noninterest expense							4Q15 change from
($s in millions)	4Q15		3Q15		4Q14		3Q15						4Q14
							$			%			$			%
Salaries and employee benefits	$	402	$	404	$	397	$	(2	)		—	%	$	5			1	%
Outside services		104		89		106		15			17			(2	)		(2	)
Occupancy		74		75		81		(1	)		(1	)		(7	)		(9	)
Equipment expense		67		62		63		5			8			4			6
Amortization of software		38		35		43		3			9			(5	)		(12	)
Other operating expense		125		133		134		(8	)		(6	)		(9	)		(7	)
Total noninterest expense	$	810	$	798	$	824	$	12			2	%	$	(14	)		(2	)%
Restructuring charges and special items		—		—		33		—			—	%		(33	)		(100	)%
Total noninterest expense, excluding restructuring charges and special items*	$	810	$	798	$	791	$	12			2	%	$	19			2	%

Noninterest expense of $810 million in fourth quarter 2015 increased $12 million from third quarter 2015 due to higher outside services, equipment and software amortization expense resulting from our technology initiatives. Efficiency initiatives positively impacted salaries and employee benefits, occupancy and other operating expense.

Compared with fourth quarter 2014, noninterest expense decreased $14 million given restructuring costs in the year-ago quarter. Compared with Adjusted* fourth quarter 2014 results, noninterest expense increased $19 million, or 2%, as the impact of efficiency initiatives helped to fund continued strategic investments in the businesses to drive future revenue growth.

The company’s effective tax rate was 33.4% in fourth quarter 2015, compared to 34.1% in third quarter 2015 and 30.6% in fourth quarter 2014.

8

Citizens Financial Group, Inc.

Consumer Banking Segment										4Q15 change from
($s in millions)	4Q15			3Q15			4Q14			3Q15							4Q14
										$				%			$				%
Net interest income	$	565		$	556		$	536		$	9				2	%	$	29				5	%
Noninterest income		226			235			218			(9	)			(4	)		8				4
Total revenue		791			791			754			—				—			37				5
Noninterest expense		624			623			611			1				—			13				2
Pre-provision profit		167			168			143			(1	)			(1	)		24				17
Provision for credit losses		65			64			64			1				2			1				2
Income before income tax expense		102			104			79			(2	)			(2	)		23				29
Income tax expense		35			36			27			(1	)			(3	)		8				30
Net income	$	67		$	68		$	52		$	(1	)			(1	)%	$	15				29	%
Average balances
Total loans and leases (1)	$	52,737		$	51,886		$	49,351		$	851				2	%	$	3,386				7	%
Total deposits		70,939			70,527			66,374			412				1	%		4,565				7	%
Key metrics
ROTCE (2)*		5.5	%		5.7	%		4.3	%		(17	)	bps					120		bps
Efficiency ratio*		79	%		79	%		81	%		13		bps					(224	)	bps
Loan-to-deposit ratio (period-end)(1)		74.5	%		74.3	%		74.4	%		22		bps					7		bps

¹ Includes held for sale.

² 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 of common equity Tier 1 and then allocate that approximation to the segments based on economic capital.

Consumer Banking net income of $67 million in fourth quarter 2015 remained relatively flat compared to third quarter 2015, which included $8 million of branch real estate gains. Net interest income increased $9 million, or 2%, from third quarter 2015, driven by mortgage, student, unsecured consumer loan growth, improved loan yields and lower deposit costs. Noninterest income decreased $9 million, or 4%, from third quarter 2015, as seasonal growth in service charges and fees was more than offset by a decrease in other income from third quarter levels, which included $8 million of branch real estate gains. Noninterest expense of $624 million remained stable as increased outside services expense tied to investment initiatives and higher equipment and other expense was partially offset by lower salaries and employee benefits expense and insurance expense. Provision for credit losses of $65 million remained relatively stable.

Net income of $67 million in fourth quarter 2015 increased $15 million, or 29%, compared with fourth quarter 2014, as a 5% increase in total revenue delivered meaningful operating leverage relative to a 2% increase in noninterest expense. Consumer Banking total revenue increased $37 million from fourth quarter 2014, reflecting strength in net interest income and noninterest income. Noninterest expense increased $13 million as higher outside services expense tied to investment initiatives, higher taxes and insurance and other operating expense were partially offset by lower credit collection costs and occupancy expense. Provision for credit losses of $65 million remained relatively stable with fourth quarter 2014, largely reflecting stable credit quality trends.

9

Citizens Financial Group, Inc.

Commercial Banking Segment										4Q15 change from
($s in millions)	4Q15			3Q15			4Q14			3Q15							4Q14
										$				%			$				%
Net interest income	$	301		$	299		$	283		$	2				1	%	$	18				6	%
Noninterest income		107			100			111			7				7			(4	)			(4	)
Total revenue		408			399			394			9				2			14				4
Noninterest expense		180			175			180			5				3			—				—
Pre-provision profit		228			224			214			4				2			14				7
Provision for credit losses		(2	)		3			1			(5	)			(167	)		(3	)			(300	)
Income before income tax expense		230			221			213			9				4			17				8
Income tax expense		78			76			73			2				3			5				7
Net income	$	152		$	145		$	140		$	7				5	%	$	12				9	%
Average balances
Total loans and leases (1)	$	42,642		$	41,993		$	38,926		$	649				2	%	$	3,716				10	%
Total deposits		24,600			24,604			22,500			(4	)			—	%		2,100				9	%
Key metrics
ROTCE (2)*		12.6	%		12.2	%		12.8	%		33		bps					(19	)	bps
Efficiency ratio*		44	%		44	%		45	%		27		bps					(146	)	bps
Loan-to-deposit ratio (period-end)(1)		172.5	%		166.0	%		177.8	%		644		bps					(537	)	bps

¹ Includes held for sale.

² 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 common equity Tier 1 and then allocate that approximation to the segments based on economic capital.

Commercial Banking net income of $152 million in fourth quarter 2015 increased $7 million, or 5%, from third quarter 2015, as a $9 million increase in total revenue and $5 million decrease in provision for credit losses was partially offset by a $5 million increase in noninterest expense. Net interest income increased $2 million, or 1%, due to 2% average loan and lease growth and lower deposit costs. Average loans and leases increased $649 million led by Commercial Real Estate, Mid-Corporate and Franchise Finance lines of business, while deposits remained relatively stable. Noninterest income increased $7 million, or 7%, from third quarter 2015, as an increase in service charges and fees, leasing income and interest rate product fees was partially offset by lower capital markets fees as market headwinds impacted originations. Noninterest expense increased $5 million, or 3%, from third quarter 2015 due to an increase in regulatory, equipment and outside services expenses, partially offset by a decrease in salaries and employee benefits and insurance costs. Provision for credit losses resulted in a net recovery of $2 million in fourth quarter of 2015, delivering an improvement of $5 million from third quarter 2015, reflecting lower net charge-offs.

Commercial Banking net income of $152 million in the fourth quarter of 2015 increased $12 million, or 9%, from fourth quarter 2014, reflecting the benefit of a $14 million increase in total revenue, a $3 million decrease in provision for credit losses and flat noninterest expense. Net interest income increased $18 million, or 6%, from fourth quarter 2014, as the benefit of $3.7 billion average loan and lease growth and a $2.1 billion average deposit growth was partially offset by loan yield compression. Loan growth was driven by strength in Commercial Real Estate, Franchise Finance, Mid-Corporate and Industry Verticals. Noninterest income decreased $4 million, or 4%, as improvement in service charges and fees was more than offset by lower capital markets fees as market headwinds impacted originations. Noninterest expense was flat compared to fourth quarter 2014 levels, which included higher regulatory costs and an operating lease residual write-down. Fourth quarter 2015 results reflect increased insurance costs, equipment and outside services expense, and lower occupancy costs. Provision for credit losses improved $3 million from fourth quarter 2014, reflecting lower net charge-offs.

10

Citizens Financial Group, Inc.

Other(1)									4Q15 change from
($s in millions)	4Q15			3Q15		4Q14			3Q15						4Q14
									$			%			$			%
Net interest income	$	4		$	1	$	21		$	3			300	%	$	(17	)		(81	)%
Noninterest income		29			18		10			11			61			19			190
Total revenue		33			19		31			14			74			2			6
Noninterest expense		6			—		33			6			—			(27	)		(82	)
Pre-provision profit (loss)		27			19		(2	)		8			42			29			1,450
Provision for credit losses		28			9		7			19			211			21			300
Income (loss) before income tax expense (benefit)		(1	)		10		(9	)		(11	)		(110	)		8			89
Income tax expense (benefit)		(3	)		3		(14	)		(6	)		(200	)		11			79
Net income (loss)	$	2		$	7	$	5		$	(5	)		(71	)%	$	(3	)		(60	)%
Average balances
Total loans and leases (2)	$	3,158		$	3,367	$	4,001		$	(209	)		(6	)%	$	(843	)		(21	)%
Total deposits		5,829			5,859		5,923			(30	)		(1	)%		(94	)		(2	)%

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

² Includes held for sale.

Other recorded net income of $2 million in fourth quarter 2015 compared to net income of $7 million in third quarter 2015. The decrease was largely due to increased noninterest expense and provision for credit losses, which included a $14 million reserve build, partially offset by higher total revenue. Net interest income of $4 million increased $3 million from the prior quarter, driven by residual funds transfer pricing. Noninterest income of $29 million reflects an $8 million increase in securities gains compared to third quarter 2015. Noninterest expense of $6 million reflects an increase in incentive compensation. Provision for credit losses in other of $28 million in fourth quarter 2015 included a $14 million reserve build, compared with $9 million of provision for credit losses in third quarter 2015, which included a $1 million reserve build. Provision for credit losses within other mainly represents the residual change in the consolidated allowance for credit losses after attributing the respective net charge-offs to the Consumer Banking and Commercial Banking segments, while also factoring in net charge-offs related to the non-core portfolio.

Other net income of $2 million in fourth quarter decreased from net income of $5 million in fourth quarter of 2014 because of higher wholesale funding costs, continued non-core loan run off and an increase in provision expense, which reflects a $14 million reserve build compared to an $8 million reserve release in fourth quarter 2014. These items were partially offset by higher securities gains and a reduction in restructuring charges and special items.

11

Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										4Q15 change from
($s in millions)	4Q15			3Q15			4Q14			3Q15						4Q14
										$			%			$				%
Total assets	$	138,208		$	135,447		$	132,857		$	2,761			2	%	$	5,351				4	%
Loans and leases and loans held for sale		99,407			97,851			93,691			1,556			2			5,716				6
Deposits		102,539			101,866			95,707			673			1			6,832				7
Average interest-earning assets (quarterly)		124,201			123,017			118,730			1,184			1			5,471				5
Stockholders’ equity		19,646			19,600			19,268			46			—			378				2
Stockholders’ common equity		19,399			19,353			19,268			46			—			131				1
Tangible common equity*	$	13,000		$	12,939		$	12,806		$	61			—	%	$	194				2	%
Loan-to-deposit ratio (period-end)(2)		96.9	%		96.1	%		97.9	%		88	bps					(95	)	bps
Common equity tier 1 capital ratio(3)		11.7			11.8			12.4
Total capital ratio(3)		15.3	%		15.4	%		15.8	%

¹  Represents period-end unless otherwise noted.

² Includes loans held for sale and deposits held for sale.

³  Current reporting period regulatory capital ratios are preliminary.

Total assets of $138.2 billion increased $2.8 billion, or 2%, from September 30, 2015, driven by a $1.6 billion, or 2%, increase in loans and leases. Total assets increased $5.4 billion, or 4%, from December 31, 2014 as a 6% increase in loans and leases was partially offset by a decrease in the securities portfolio.

Average interest-earning assets of $124.2 billion in fourth quarter 2015 increased $1.2 billion, or 1%, from the prior quarter, driven by a $1.4 billion, or 1.5%, growth in average loans and leases. Retail loans increased $763 million, while commercial loans and leases increased by $645 million, driven by strength in Commercial Real Estate, Mid-Corporate and Franchise Finance. Retail loan growth largely reflects growth in residential mortgage, student loans and other retail, which includes the impact of our new consumer unsecured product, partially offset by lower home equity balances and a reduction in the non-core portfolio.

Average interest-earning assets increased $5.5 billion, or 5%, from fourth quarter 2014, driven by average loan growth of $6.2 billion, or 7%. Commercial loans and leases growth of $3.6 billion and retail loan growth of $2.6 billion were modestly offset by a $788 million reduction in investments and interest-bearing deposits. Commercial loan growth in fourth quarter 2014 was paced by Commercial Real Estate, Franchise Finance, Corporate Finance and Mid-Corporate. Retail loan growth from fourth quarter 2014 was driven by student, auto and mortgage, partially offset by lower home equity outstandings and a reduction in the non-core portfolio.

12

Citizens Financial Group, Inc.

Interest-earning assets							4Q15 change from
($s in millions)	4Q15		3Q15		4Q14		3Q15						4Q14
							$			%			$			%
Period-end interest-earning assets
Investments and interest-bearing deposits	$	26,417	$	25,406	$	27,179	$	1,011			4	%	$	(762	)		(3	)%
Loans and leases
Commercial loans and leases		46,214		45,269		43,226		945			2			2,988			7
Retail loans		52,828		52,162		50,184		666			1			2,644			5
Total loans and leases		99,042		97,431		93,410		1,611			2			5,632			6
Loans held for sale		325		369		256		(44	)		(12	)		69			27
Other loans held for sale		40		51		25		(11	)		(22	)		15			60
Total loans and leases and loans held for sale		99,407		97,851		93,691		1,556			2			5,716			6
Total period-end interest-earning assets	$	125,824	$	123,257	$	120,870	$	2,567			2	%	$	4,954			4	%
Average interest-earning assets
Investments and interest-bearing deposits	$	25,664	$	25,771	$	26,452	$	(107	)		—		$	(788	)		(3	)
Loans and leases
Commercial loans and leases		45,819		45,174		42,263		645			1			3,556			8
Retail loans		52,380		51,617		49,782		763			1			2,598			5
Total loans and leases		98,199		96,791		92,045		1,408			1			6,154			7
Loans held for sale		325		327		213		(2	)		(1	)		112			53
Other loans held for sale		13		128		20		(115	)		(90	)		(7	)		(35	)
Total loans and leases and loans held for sale		98,537		97,246		92,278		1,291			1			6,259			7
Total average interest-earning assets	$	124,201	$	123,017	$	118,730	$	1,184			1	%	$	5,471			5	%

Investments and interest-bearing deposits of $26.4 billion as of December 31, 2015 increased $1.0 billion from September 30, 2015. Investments and interest-bearing deposits decreased $762 million, or 3%, from December 31, 2014, driven by a reduction in securities available for sale reflecting more efficient balance sheet management. At the end of fourth quarter 2015, the average effective duration of the securities portfolio increased to 3.5 years, compared with 3.3 years at September 30, 2015, largely reflecting an increase in long-term rates, which slowed prepayment speeds. The average effective duration of the securities portfolio remained stable from December 31, 2014.

Period-end loans and leases of $99.0 billion at December 31, 2015 increased $1.6 billion, or 2%, from $97.4 billion at September 30, 2015. The linked-quarter increase was driven by a $945 million increase in commercial loans and leases and a $666 million increase in retail loans. Commercial loan and lease growth reflects a $538 million increase in commercial loans, a $293 million increase in commercial real estate and an increase in lease outstandings. Retail loan growth was driven by a $526 million increase in residential mortgages and a $513 million increase in student loans, partially offset by a reduction in home equity outstandings, auto and continued run off in the non-core portfolio. During the quarter, we purchased a net $308 million of student loans and $94 million of residential mortgages, partially offset by net auto purchase run off of $28 million and commercial lease sales of $76 million.

Period-end loans and leases increased $5.6 billion from December 31, 2014, reflecting a $3.0 billion increase in commercial loans and leases and a $2.6 billion increase in retail loans. Commercial loan growth reflects growth in nearly all business lines. Retail loan growth was driven by a $2.1 billion increase in student loans, a $1.5 billion increase in residential mortgages and a $1.1 billion increase in auto, partially offset by a $2.0 billion decrease in home equity outstandings, including continued run off in the non-core portfolio. During 2015 we purchased a net $872 million of student loans, $544 million of auto loans and $155 million of residential mortgages and sold a net $324 million of commercial loans and leases.

13

Citizens Financial Group, Inc.

Average loans and leases of $98.2 billion increased $1.4 billion from third quarter 2015, driven by higher commercial real estate, residential mortgage and student loan balances. Results also reflect a $181 million decrease in the non-core loan portfolio. Average loans and leases increased $6.2 billion from fourth quarter 2014, driven by growth in commercial, commercial real estate, student, auto and residential mortgage, partially offset by a decrease in home equity outstandings, including continued run off in the non-core loan portfolio.

Deposits							4Q15 change from
($s in millions)	4Q15		3Q15		4Q14		3Q15						4Q14
							$			%			$			%
Period-end deposits
Demand deposits	$	27,649	$	27,373	$	26,086	$	276			1	%	$	1,563			6	%
Checking with interest		17,921		18,350		16,394		(429	)		(2	)		1,527			9
Savings		8,218		8,011		7,824		207			3			394			5
Money market accounts		36,727		35,539		33,345		1,188			3			3,382			10
Term deposits		12,024		12,593		12,058		(569	)		(5	)		(34	)		—
Total deposits	$	102,539	$	101,866	$	95,707	$	673			1	%	$	6,832			7	%
Average deposits
Total average deposits	$	101,368	$	100,990	$	94,797	$	378			—	%	$	6,571			7	%

Period-end total deposits of $102.5 billion at December 31, 2015 increased $673 million from September 30, 2015 as strength in money market, demand deposits and savings was partially offset by a reduction in term deposits and checking with interest balances. Fourth quarter 2015 period-end total deposits increased $6.8 billion compared with December 31, 2014, led by growth in money market, demand deposits, checking with interest, and savings. Fourth quarter 2015 average deposits of $101.4 billion increased $378 million from third quarter 2015, reflecting strength in demand and checking with interest, partially offset by a reduction in term deposits. Fourth quarter average deposits increased $6.6 billion from fourth quarter 2014 with particular strength in money market, checking with interest and demand deposits.

14

Citizens Financial Group, Inc.

Borrowed funds							4Q15 change from
($s in millions)	4Q15		3Q15		4Q14		3Q15						4Q14
							$			%			$			%
Period-end borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	802	$	1,293	$	4,276	$	(491	)		(38	)%	$	(3,474	)		(81	)%
Other short-term borrowed funds		2,630		5,861		6,253		(3,231	)		(55	)		(3,623	)		(58	)
Long-term borrowed funds		9,886		4,153		4,642		5,733			138			5,244			113
Total borrowed funds	$	13,318	$	11,307	$	15,171	$	2,011			18		$	(1,853	)		(12	)
Average borrowed funds	$	12,603	$	12,001	$	14,028	$	602			5	%	$	(1,425	)		(10	)%

Total borrowed funds of $13.3 billion at December 31, 2015 increased $2.0 billion from September 30, 2015, reflecting a $1.7 billion increase in Federal Home Loan Bank advances, a $750 million issuance of senior bank notes and a $491 million decrease in securities sold under repurchase agreements. Results reflect a $5.0 billion shift from short-term to long-term Federal Home Loan Bank secured advances. Total borrowed funds decreased $1.9 billion from the end of fourth quarter 2014 as continued growth in deposits reduced the need for borrowings. Average borrowed funds of $12.6 billion increased $602 million from third quarter 2015 and decreased $1.4 billion from fourth quarter 2014.

On December 3, 2015, we issued $750 million of public subordinated debt, and retired $750 million of subordinated debt held by RBS.

Capital(1)										4Q15 change from
($s and shares in millions)	4Q15			3Q15			4Q14			3Q15						4Q14
										$			%			$			%
Period-end capital
Stockholders’ equity	$	19,646		$	19,600		$	19,268		$	46			—	%	$	378			2	%
Stockholders’ common equity		19,399			19,353			19,268			46			—			131			1
Tangible common equity*		13,000			12,939			12,806			61			—			194			2
Tangible common equity per share*	$	24.63		$	24.52		$	23.46		$	0.11			—			1.17			5
Common shares - at end of period		527.8			527.6			545.9			0.1			—			(18.1	)		(3	)
Common shares - average (diluted)		530.3			533.4			550.7			(3.1	)		(1	)%		(20.4	)		(4	)%
Common equity tier 1 capital ratio(1)(2)		11.7	%		11.8	%		12.4	%
Total capital ratio(1)(2)		15.3			15.4			15.8
Tier 1 leverage ratio(1)(2)		10.5	%		10.4	%		10.6	%

¹  Current reporting period regulatory capital ratios are preliminary.

²  Periods prior to 1Q15 reported on a Basel I basis. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2018. Ratios also reflect the required US Standardized transitional methodology for calculating RWAs, effective January 1, 2015.

At December 31, 2015, our Basel III Capital ratios on a transitional basis remained well in excess of applicable regulatory requirements, with a CET1 capital ratio of 11.7% and a total capital ratio of 15.3%. Our capital ratios continue to reflect progress against our objective of realigning our capital profile to be more consistent with that of peer regional banks, while maintaining a strong capital base to support our growth aspirations, strategy and risk appetite.

On November 3, 2015, RBS completed the sale of all of its remaining shares of CFG common stock.

15

Citizens Financial Group, Inc.

Credit quality review										4Q15 change from
($s in millions)	4Q15			3Q15			4Q14			3Q15							4Q14
										$				%			$				%
Nonperforming loans and leases	$	1,060		$	1,034		$	1,101		$	26				3	%	$	(41	)			(4	)%
Accruing loans past due 90 days or more		9			15			8			(6	)			(40	)		1				13
Net charge-offs		77			75			80			2				3			(3	)			(4	)
Provision for credit losses		91			76			72			15				20			19				26
Allowance for loan and lease losses	$	1,216		$	1,201		$	1,195		$	15				(1	)%	$	21				(2	)%
Total nonperforming loans and leases as a % of total loans and leases		1.07	%		1.06	%		1.18	%		1		bps					(11	)	bps
Net charge-offs as % of total loans and leases		0.31			0.31			0.35			—		bps					(4	)	bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		114.6	%		116.1	%		108.5	%		(148	)	bps					613		bps

Credit quality during the quarter remained strong with relatively low levels of charge-offs and nonperforming loans and leases. Nonperforming loans and leases of $1.1 billion at December 31, 2015 increased $26 million from September 30, 2015, reflecting an $18 million increase in commercial and an $8 million increase in retail. The increase in commercial was driven by a $35 million increase in commercial real estate, tied to a single relationship, which more than offset decreases in other commercial categories. The increase in retail was driven by a $7 million increase in residential mortgage and a $4 million increase in auto, largely due to portfolio growth and seasoning. Nonperforming loans and leases to total loans and leases of 1.07% at December 31, 2015 remained relatively stable compared to 1.06% at September 30, 2015 and decreased 11 basis points from 1.18% at December 31, 2014. Nonperforming loans and leases of $1.1 billion decreased $41 million, or 4%, from December 31, 2014, reflecting improving trends in both Consumer and Commercial categories. The improvement in retail nonperforming loans was driven by a $69 million improvement in real estate-secured categories, partially offset by an increase in student and auto, largely reflecting portfolio growth and seasoning. Other real estate owned of $46 million increased $7 million from September 30, 2015 and $4 million from December 31, 2014.

Nonperforming non-core loans totaled $156 million in fourth quarter 2015, compared with $162 million in third quarter 2015, and $184 million in fourth quarter 2014. Nonperforming non-core loans to total non-core loans of 6.8% at December 31, 2015, compared with 6.5% at September 30, 2015, and 6.1% at December 31, 2014. Troubled debt restructured loans (“TDRs”) of $1.3 billion included $1.2 billion of retail loans and $156 million of commercial loans. Performing TDRs represented 69% of total TDRs as of December 31, 2015, compared with 68% as of September 30, 2015, and 69% as of December 31, 2014.

Net charge-offs of $77 million, or 31 basis points of total loans and leases, in fourth quarter 2015 were relatively flat compared to $75 million, or 31 basis points, in third quarter 2015. Retail product net charge-offs of $80 million increased $10 million from $70 million in third quarter 2015, driven by a $7 million increase in auto. Commercial product net recoveries were $3 million in fourth quarter 2015 compared with net charge-offs of $5 million in third quarter 2015. These results included non-core net charge-offs of $13 million in fourth quarter 2015 compared to $9 million in third quarter 2015, and $15 million of losses in fourth quarter 2014. Annualized non-core net charge-offs to total average non-core loans and leases of 2.20% in fourth quarter 2015, compared with 1.36% in third quarter 2015, and 1.92% in fourth quarter 2014.

16

Citizens Financial Group, Inc.

Provision for credit losses of $91 million in fourth quarter 2015 increased $15 million from third quarter 2015, reflecting a reserve build tied to loan growth along with underlying stable net charge-offs and asset quality. Fourth quarter 2015 results included a $14 million reserve build, compared with a $1 million reserve build in third quarter 2015. Provision for credit losses increased $19 million from fourth quarter 2014 as fourth quarter 2015 included a $14 million reserve build compared with an $8 million reserve release in fourth quarter 2014.

The allowance for loan and lease losses of $1.2 billion increased $15 million from third quarter 2015 and increased $21 million from fourth quarter 2014, reflecting the impact of loan growth and stable credit quality. Allowance for loan and lease losses to total loans and leases were 1.23% as of December 31, 2015, compared with 1.23% as of September 30, 2015, and 1.28% as of December 31, 2014. Allowance for loan and lease losses to non-performing loans and leases ratio was 115% as of December 31, 2015, compared with 116% as of September 30, 2015, and 109% as of December 31, 2014.

17

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

Media: Jim Hughes - 781.751.5404

Investors: Ellen A. Taylor - 203.900.6854

Conference Call

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

Time:	9:00 am ET
Dial-in:	(800) 288-8975, conference ID 372328
Webcast/Presentation:	The live webcast will be available at http://investor.citizensbank.com, under Events

Replay Information: A replay of the conference call will be available beginning at 11:00 am ET on January 22 through February 22, 2016. Please dial (800) 475-6701 and enter access code 372328. The webcast replay http://investor.citizensbank.com, under Events

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $138.2 billion in assets as of December 31, 2015. 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. In Consumer Banking, Citizens helps its retail customers “bank better” with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides mortgage lending, auto lending, student lending and commercial banking services in select markets nationwide. 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 hedging, leasing and asset finance, specialty finance and trade finance. Citizens operates through its subsidiaries, Citizens Bank, N.A., and Citizens Bank of Pennsylvania. Additional information about Citizens and its full line of products and services can be found at www.citizensbank.com.

18

Citizens Financial Group, Inc.

Non-GAAP Financial Measures

This document contains non-GAAP financial measures. The table below presents reconciliations of certain non-GAAP measures. These reconciliations exclude restructuring charges and/or special items, which are usually included, where applicable, in the financial results presented in accordance with GAAP. Special items include regulatory expenses and expenses relating to our initial public offering.

The non-GAAP measures set forth below include “total revenue”, “noninterest income”, “noninterest expense”, “pre-provision profit”, “income before income tax expense (benefit)”, “income tax expense (benefit)”, “net income (loss)”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “amortization of software”, “other operating expense”, “net income (loss) per average common share”, “return of average common equity” and “return on average total assets”. In addition, we present computations for “tangible common equity (period-end)”, “pro forma Basel III common equity Tier 1 capital”, “return on average tangible common equity”, “return on average total tangible assets,” “operating leverage” and “efficiency ratio” 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 make day-to-day operating decisions. In addition, we believe restructuring charges and special items in any period do not reflect the operational performance of the business in that period and, accordingly, it is useful to consider these line items with and without restructuring charges and special items. 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. As 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.

19

Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(Excluding restructuring charges and special items)

$s in millions, except per share data

		QUARTERLY TRENDS															FOR THE YEAR ENDED DECEMBER 31,
		4Q15			3Q15			2Q15			1Q15			4Q14			2015			2014
Noninterest income, excluding special items:
Noninterest income (GAAP)	A	$	362		$	353		$	360		$	347		$	339		$	1,422		$	1,678
Less: Special items - Chicago gain			—			—			—			—			—			—			288
Noninterest income, excluding special items (non-GAAP)	B	$	362		$	353		$	360		$	347		$	339		$	1,422		$	1,390
Total revenue, excluding special items:
Total revenue (GAAP)	C	$	1,232		$	1,209		$	1,200		$	1,183		$	1,179		$	4,824		$	4,979
Less: Special items - Chicago gain			—			—			—			—			—			—			288
Total revenue, excluding special items (non-GAAP)	D	$	1,232		$	1,209		$	1,200		$	1,183		$	1,179		$	4,824		$	4,691
Noninterest expense, excluding restructuring charges and special items:
Noninterest expense (GAAP)	E	$	810		$	798		$	841		$	810		$	824		$	3,259		$	3,392
Less: Restructuring charges and special items	NN		—			—			40			10			33			50			169
Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F	$	810		$	798		$	801		$	800		$	791		$	3,209		$	3,223
Net income, excluding restructuring charges and special items:
Net income (GAAP)	G	$	221		$	220		$	190		$	209		$	197		$	840		$	865
Add: Restructuring charges and special items, net of income tax expense (benefit)			—			—			25			6			20			31			(75	)
Net income, excluding restructuring charges and special items (non-GAAP)	H	$	221		$	220		$	215		$	215		$	217		$	871		$	790
Net income available to common stockholders (GAAP), excluding restructuring charges and special items:
Net income available to common stockholders (GAAP)	I	$	221		$	213		$	190		$	209		$	197		$	833		$	865
Add: Restructuring charges and special items, net of income tax expense (benefit)			—			—			25			6			20			31			(75	)
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	J	$	221		$	213		$	215		$	215		$	217		$	864		$	790
Return on average common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	K	$	19,359		$	19,261		$	19,391		$	19,407		$	19,209		$	19,354		$	19,399
Return on average common equity, excluding restructuring charges and special items (non-GAAP)	J/K		4.51	%		4.40	%		4.45	%		4.49	%		4.48	%		4.46	%		4.07	%
Return on average tangible common equity and return on average tangible common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	K	$	19,359		$	19,261		$	19,391		$	19,407		$	19,209		$	19,354		$	19,399
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			6,876			6,876
Less: Average other intangibles (GAAP)			3			4			5			5			6			4			7
Add: Average deferred tax liabilities related to goodwill (GAAP)			468			453			437			422			403			445			377
Average tangible common equity (non-GAAP)	M	$	12,948		$	12,834		$	12,947		$	12,948		$	12,730		$	12,919		$	12,893
Return on average tangible common equity (non-GAAP)	I/M		6.75	%		6.60	%		5.90	%		6.53	%		6.12	%		6.45	%		6.71	%
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)	J/M		6.75	%		6.60	%		6.67	%		6.73	%		6.76	%		6.69	%		6.13	%
Return on average total assets, excluding restructuring charges and special items:
Average total assets (GAAP)	N	$	136,298		$	135,103		$	135,521		$	133,325		$	130,671		$	135,070		$	127,624
Return on average total assets, excluding restructuring charges and special items (non-GAAP)	H/N		0.64	%		0.65	%		0.64	%		0.65	%		0.66	%		0.64	%		0.62	%
Return on average total tangible assets and return on average total tangible assets, excluding restructuring charges and special items:
Average total assets (GAAP)	N	$	136,298		$	135,103		$	135,521		$	133,325		$	130,671		$	135,070		$	127,624
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			6,876			6,876
Less: Average other intangibles (GAAP)			3			4			5			5			6			4			7
Add: Average deferred tax liabilities related to goodwill (GAAP)			468			453			437			422			403			445			377
Average tangible assets (non-GAAP)	O	$	129,887		$	128,676		$	129,077		$	126,866		$	124,192		$	128,635		$	121,118
Return on average total tangible assets (non-GAAP)	G/O		0.67	%		0.68	%		0.59	%		0.67	%		0.63	%		0.65	%		0.71	%
Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP)	H/O		0.67	%		0.68	%		0.67	%		0.69	%		0.69	%		0.68	%		0.65	%

20

Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(Excluding restructuring charges and special items)

$s in millions, except per share data

		QUARTERLY TRENDS															FOR THE YEAR ENDED DECEMBER 31,
		4Q15			3Q15			2Q15			1Q15			4Q14			2015			2014
Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:
Net interest income (GAAP)		$	870		$	856		$	840		$	836		$	840		$	3,402		$	3,301
Add: Noninterest income (GAAP)			362			353			360			347			339			1,422			1,678
Total revenue (GAAP)	C	$	1,232		$	1,209		$	1,200		$	1,183		$	1,179		$	4,824		$	4,979
Efficiency ratio (non-GAAP)	E/C		65.76	%		66.02	%		70.02	%		68.49	%		69.88	%		67.56	%		68.12	%
Efficiency ratio, excluding restructuring charges and special items (non-GAAP)	F/D		65.76	%		66.02	%		66.70	%		67.65	%		67.11	%		66.52	%		68.70	%
Tangible book value per common share:
Common shares - at end of period (GAAP)	P		527,774,428			527,636,510			537,149,717			547,490,812			545,884,519			527,774,428			545,884,519
Stockholders’ equity (GAAP)		$	19,399		$	19,353		$	19,339		$	19,564		$	19,268		$	19,399		$	19,268
Less: Goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			6,876			6,876
Less: Other intangible assets (GAAP)			3			3			4			5			6			3			6
Add: Deferred tax liabilities related to goodwill (GAAP)			480			465			450			434			420			480			420
Tangible common equity (non-GAAP)	Q	$	13,000		$	12,939		$	12,909		$	13,117		$	12,806		$	13,000		$	12,806
Tangible book value per common share (non-GAAP)	Q/P	$	24.63		$	24.52		$	24.03		$	23.96		$	23.46		$	24.63		$	23.46
Net income per average common share - basic and diluted, excluding restructuring charges and special items:
Average common shares outstanding - basic (GAAP)	R		527,648,630			530,985,255			537,729,248			546,291,363			546,810,009			535,599,731			556,674,146
Average common shares outstanding - diluted (GAAP)	S		530,275,673			533,398,158			539,909,366			549,798,717			550,676,298			538,220,898			557,724,936
Net income available to common stockholders (GAAP)	I	$	221		$	213		$	190		$	209		$	197		$	833		$	865
Net income per average common share - basic (GAAP)	I/R		0.42			0.40			0.35			0.38			0.36			1.55			1.55
Net income per average common share - diluted (GAAP)	I/S		0.42			0.40			0.35			0.38			0.36			1.55			1.55
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	J		221			213			215			215			217			864			790
Net income per average common share - basic, excluding restructuring charges and special items (non-GAAP)	J/R		0.42			0.40			0.40			0.39			0.40			1.61			1.42
Net income per average common share - diluted, excluding restructuring charges and special items (non-GAAP)	J/S		0.42			0.40			0.40			0.39			0.39			1.61			1.42
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1 :
Common equity tier 1 (regulatory)		$	13,389		$	13,200		$	13,270		$	13,360		$	13,173
Less: Change in DTA and other threshold deductions (GAAP)			2			2			3			3			(6	)
Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP)	T	$	13,387		$	13,198		$	13,267		$	13,357		$	13,179
Risk-weighted assets (regulatory general risk weight approach)		$	114,084		$	112,277		$	112,131		$	109,786		$	105,964
Add: Net change in credit and other risk-weighted assets (regulatory)			244			243			247			242			2,882
Basel III standardized approach risk-weighted assets (non-GAAP)	U	$	114,328		$	112,520		$	112,378		$	110,028		$	108,846
Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP)1	T/U		11.7	%		11.7	%		11.8	%		12.1	%		12.1	%
Salaries and employee benefits, excluding restructuring charges and special items:
Salaries and employee benefits (GAAP)	V	$	402		$	404		$	411		$	419		$	397		$	1,636		$	1,678
Less: Restructuring charges and special items			(2	)		—			6			(1	)		1			3			44
Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP)	W	$	404		$	404		$	405		$	420		$	396		$	1,633		$	1,634

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.

21

Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(Excluding restructuring charges and special items)

$s in millions, except per share data

		QUARTERLY TRENDS													FOR THE YEAR ENDED DECEMBER 31,
		4Q15		3Q15		2Q15			1Q15			4Q14			2015			2014
Outside services, excluding restructuring charges and special items:
Outside services (GAAP)	X	$	104	$	89	$	99		$	79		$	106		$	371		$	420
Less: Restructuring charges and special items			2		—		16			8			18			26			78
Outside services, excluding restructuring charges and special items (non-GAAP)	Y	$	102	$	89	$	83		$	71		$	88		$	345		$	342
Occupancy, excluding restructuring charges and special items:
Occupancy (GAAP)	Z	$	74	$	75	$	90		$	80		$	81		$	319		$	326
Less: Restructuring charges and special items			—		—		15			2			5			17			16
Occupancy, excluding restructuring charges and special items (non-GAAP)	AA	$	74	$	75	$	75		$	78		$	76		$	302		$	310
Equipment expense, excluding restructuring charges and special items:
Equipment expense (GAAP)	BB	$	67	$	62	$	65		$	63		$	63		$	257		$	250
Less: Restructuring charges and special items			—		—		—			1			1			1			4
Equipment expense, excluding restructuring charges and special items (non-GAAP)	CC	$	67	$	62	$	65		$	62		$	62		$	256		$	246
Amortization of software, excluding restructuring charges and special items:
Amortization of software	DD	$	38	$	35	$	37		$	36		$	43		$	146		$	145
Less: Restructuring charges and special items			—		—		—			—			6			—			6
Amortization of software, excluding restructuring charges and special items (non-GAAP)	EE	$	38	$	35	$	37		$	36		$	37		$	146		$	139
Other operating expense, excluding restructuring charges and special items:
Other operating expense (GAAP)	FF	$	125	$	133	$	139		$	133		$	134		$	530		$	573
Less: Restructuring charges and special items			—		—		3			—			2			3			21
Other operating expense, excluding restructuring charges and special items (non-GAAP)	GG	$	125	$	133	$	136		$	133		$	132		$	527		$	552
Pre-provision profit, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)	D	$	1,232	$	1,209	$	1,200		$	1,183		$	1,179		$	4,824		$	4,691
Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F		810		798		801			800			791			3,209			3,223
Pre-provision profit, excluding restructuring charges and special items (non-GAAP)	HH	$	422	$	411	$	399		$	383		$	388		$	1,615		$	1,468
Income before income tax expense (benefit), excluding restructuring charges and special items:
Income before income tax expense (GAAP)	II	$	331	$	335	$	282		$	315		$	283		$	1,263		$	1,268
Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP)			—		—		(40	)		(10	)		(33	)		(50	)		119
Income before income tax expense, excluding restructuring charges and special items (non-GAAP)	JJ	$	331	$	335	$	322		$	325		$	316		$	1,313		$	1,149
Income tax expense, excluding restructuring charges and special items:
Income tax expense (GAAP)	KK	$	110	$	115	$	92		$	106		$	86		$	423		$	403
Less: Income tax (benefit) related to restructuring charges and special items (GAAP)			—		—		(15	)		(4	)		(13	)		(19	)		44
Income tax expense, excluding restructuring charges and special items (non-GAAP)	LL	$	110	$	115	$	107		$	110		$	99		$	442		$	359
Compass Gain - Chicago Divestiture
Pre-tax net gain		$	0	$	0	$	0		$	0		$	0		$	0		$	288
Add: Net of income tax expense (benefit)			—		—		—			—			—			—			(108	)
After-tax net gain	MM	$	0	$	0	$	0		$	0		$	0		$	0		$	180
Restructuring charges and special expense items include:
Restructuring charges		$	0	$	0	$	25		$	1		$	10		$	26		$	114
Special items			—		—		15			9			23			24			55
Restructuring charges and special expense items before income tax expense	NN	$	0	$	0	$	40		$	10		$	33		$	50		$	169
Less: Income tax (benefit) related to restructuring charges and special items (GAAP)			—		—		(15	)		(4	)		(13	)		(19	)		(64	)
Restructuring charges and special items, net of tax	OO	$	0	$	0	$	25		$	6		$	20		$	31		$	105

		QUARTERLY TRENDS								FOR THE YEAR ENDED DECEMBER 31,				4Q15 v 3Q15 % Change			4Q15 v 4Q14 % Change			2015 vs 2014 % Change
		4Q15		3Q15		2Q15	1Q15	4Q14		2015		2014
Operating leverage:
Total revenue (GAAP)	C	$	1,232	$	1,209			$	1,179	$	4,824	$	4,979		1.9	%		4.5	%		(3.1	)%
Noninterest expense (GAAP)	E	$	810	$	798			$	824	$	3,259	$	3,392		1.5	%		(1.7	)%		(3.9	)%
Operating leverage (GAAP)	PP														0.4	%		6.2	%		0.8	%
Operating leverage, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)	D	$	1,232	$	1,209			$	1,179	$	4,824	$	4,691		1.9	%		4.5	%		2.8	%
Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F	$	810	$	798			$	791	$	3,209	$	3,223		1.5	%		2.4	%		(0.4	)%
Operating leverage, excluding restructuring charges and special items: (non-GAAP)	QQ														0.4	%		2.1	%		3.3	%

22

Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES - SEGMENTS

$s in millions

		THREE MONTHS ENDED DECEMBER 31,											THREE MONTHS ENDED SEPTEMBER 30,											THREE MONTHS ENDED JUNE 30,
		2015											2015											2015
		Consumer Banking			Commercial Banking			Other		Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	67		$	152		$	2	$	221		$	68		$	145		$	7	$	220		$	66		$	135		($	11	)	$	190
Less: Preferred stock dividends			—			—			—		—			—			—			7		7			—			—			—			—
Net income available to common stockholders	B	$	67		$	152		$	2	$	221		$	68		$	145		$	—	$	213		$	66		$	135		($	11	)	$	190
Return on average tangible common equity:
Average common equity (GAAP)	C	$	4,831		$	4,787		$	9,741	$	19,359		$	4,791		$	4,722		$	9,748	$	19,261		$	4,681		$	4,625		$	10,085		$	19,391
Less: Average goodwill (GAAP)			—			—			6,876		6,876			—			—			6,876		6,876			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			3		3			—			—			4		4			—			—			5			5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			468		468			—			—			453		453			—			—			437			437
Average tangible common equity (non-GAAP)	D	$	4,831		$	4,787		$	3,330	$	12,948		$	4,791		$	4,722		$	3,321	$	12,834		$	4,681		$	4,625		$	3,641		$	12,947
Return on average tangible common equity (non-GAAP)	B/D		5.50	%		12.57	%		NM		6.75	%		5.67	%		12.24	%		NM		6.60	%		5.66	%		11.69	%		NM			5.90	%
Return on average total tangible assets:
Average total assets (GAAP)	E	$	54,065		$	43,835		$	38,398	$	136,298		$	53,206		$	43,113		$	38,784	$	135,103		$	52,489		$	42,617		$	40,415		$	135,521
Less: Average goodwill (GAAP)			—			—			6,876		6,876			—			—		$	6,876		6,876			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			3		3			—			—			4		4			—			—			5			5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			468		468			—			—			453		453			—			—			437			437
Average tangible assets (non-GAAP)	F	$	54,065		$	43,835		$	31,987	$	129,887		$	53,206		$	43,113		$	32,357	$	128,676		$	52,489		$	42,617		$	33,971		$	129,077
Return on average total tangible assets (non-GAAP)	A/F		0.49	%		1.37	%		NM		0.67	%		0.51	%		1.34	%		NM		0.68	%		0.51	%		1.27	%		NM			0.59	%
Efficiency ratio :
Noninterest expense (GAAP)	G	$	624		$	180		$	6	$	810		$	623		$	175		$	—	$	798		$	613		$	181		$	47		$	841
Net interest income (GAAP)			565			301			4		870			556			299			1		856			544			286			10			840
Noninterest income (GAAP)			226			107			29		362			235			100			18		353			230			108			22			360
Total revenue	H	$	791		$	408		$	33	$	1,232		$	791		$	399		$	19	$	1,209		$	774		$	394		$	32		$	1,200
Efficiency ratio (non-GAAP)	G/H		78.85	%		44.02	%		NM		65.76	%		78.72	%		43.75	%		NM		66.02	%		79.25	%		46.07	%		NM			70.02	%

		THREE MONTHS ENDED MARCH 31,											THREE MONTHS ENDED DECEMBER 31,
					2015											2014
		Consumer Banking			Commercial Banking			Other		Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	61		$	147		$	1	$	209		$	52		$	140		$	5	$	197
Less: Preferred stock dividends			—			—			—		—			—			—			—		—
Net income available to common stockholders	B	$	61		$	147		$	1	$	209		$	52		$	140		$	5	$	197
Return on average tangible common equity:
Average common equity (GAAP)	C	$	4,649		$	4,526		$	10,232	$	19,407		$	4,756		$	4,334		$	10,119	$	19,209
Less: Average goodwill (GAAP)			—			—			6,876		6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5		5			—			—			6		6
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			422		422			—			—			403		403
Average tangible common equity (non-GAAP)	D	$	4,649		$	4,526		$	3,773	$	12,948		$	4,756		$	4,334		$	3,640	$	12,730
Return on average tangible common equity (non- GAAP):	B/D		5.30	%		13.15	%		NM		6.53	%		4.30	%		12.76	%		NM		6.12	%
Return on average total tangible assets:
Average total assets (GAAP)	E	$	51,602		$	41,606		$	40,117	$	133,325		$	50,546		$	40,061		$	40,064	$	130,671
Less: Average goodwill (GAAP)			—			—			6,876		6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5		5			—			—			6		6
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			422		422			—			—			403		403
Average tangible assets (non-GAAP)	F	$	51,602		$	41,606		$	33,658	$	126,866		$	50,546		$	40,061		$	33,585	$	124,192
Return on average total tangible assets (non-GAAP)	A/F		0.48	%		1.43	%		NM		0.67	%		0.40	%		1.38	%		NM		0.63	%
Efficiency ratio :
Noninterest expense (GAAP)	G	$	596		$	173		$	41	$	810		$	611		$	180		$	33	$	824
Net interest income (GAAP)			533			276			27		836			536			283			21		840
Noninterest income (GAAP)			219			100			28		347			218			111			10		339
Total revenue	H	$	752		$	376		$	55	$	1,183		$	754		$	394		$	31	$	1,179
Efficiency ratio (non-GAAP)	G/H		79.25	%		46.01	%		NM		68.49	%		81.09	%		45.48	%		NM		69.88	%

23

Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES - SEGMENTS

$s in millions

		FOR THE YEAR ENDED DECEMBER 31,
		2015												2014
		Consumer			Commercial									Consumer			Commercial
		Banking			Banking			Other			Consolidated			Banking			Banking			Other		Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	262		$	579		($	1	)	$	840		$	182		$	561		$	122	$	865
Less: Preferred stock dividends			—			—			7			7			—			—			—		—
Net income available to common stockholders	B	$	262		$	579		($	8	)	$	833		$	182		$	561		$	122	$	865
Return on average tangible common equity:
Average common equity (GAAP)	C	$	4,739		$	4,666		$	9,949		$	19,354		$	4,665		$	4,174		$	10,560	$	19,399
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			4			4			—			—			7		7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			445			445			—			—			377		377
Average tangible common equity (non-GAAP)	D	$	4,739		$	4,666		$	3,514		$	12,919		$	4,665		$	4,174		$	4,054	$	12,893
Return on average tangible common equity (non-GAAP)	B/D		5.53	%		12.41	%		NM			6.45	%		3.90	%		13.43	%		NM		6.71	%
Return on average total tangible assets:
Average total assets (GAAP)	E	$	52,848		$	42,800		$	39,422		$	135,070		$	48,939		$	38,483		$	40,202	$	127,624
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			4			4			—			—			7		7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			445			445			—			—			377		377
Average tangible assets (non-GAAP)	F	$	52,848		$	42,800		$	32,987		$	128,635		$	48,939		$	38,483		$	33,696	$	121,118
Return on average total tangible assets (non-GAAP)	A/F		0.50	%		1.35	%		NM			0.65	%		0.37	%		1.46	%		NM		0.71	%
Efficiency ratio:
Noninterest expense (GAAP)	G	$	2,456		$	709		$	94		$	3,259		$	2,513		$	652		$	227	$	3,392
Net interest income (GAAP)			2,198			1,162			42			3,402			2,151			1,073			77		3,301
Noninterest income (GAAP)			910			415			97			1,422			899			429			350		1,678
Total revenue	H	$	3,108		$	1,577		$	139		$	4,824		$	3,050		$	1,502		$	427	$	4,979
Efficiency ratio (non-GAAP)	G/H		79.02	%		44.94	%		NM			67.56	%		82.39	%		43.37	%		NM		68.12	%

24

Citizens Financial Group, Inc.

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 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;

25

Citizens Financial Group, Inc.

• 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 RBS.

In addition to the above factors, we also caution that the amount and timing of any future common stock dividends 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, 2014, filed with the United States Securities and Exchange Commission and March 3, 2015.

Note: Percentage changes, per share amounts and ratios presented in this document are calculated using whole dollars.

CFG-IR

26

EX-99.2

4Q15 and FY 2015 Financial Results January 22, 2016 Exhibit 99.2

Forward-looking statements 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; 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. 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.

Table of contents page 4Q15 highlights 3 Adjusted financial summary 6 Adjusted FY2015 performance vs. guidance 18 FY2016 outlook 25 1Q16 outlook 26 Appendix 1 – 2015 28 Appendix 2 – 2016 outlook 37 Appendix 3 – Non-GAAP reconciliation 42

4Q15 highlights Adjusted results are non-GAAP items. Where there is a reference to an “Adjusted” result in a paragraph, all measures which follow that “Adjusted” result are also “Adjusted” and exclude restructuring charges and special items as applicable. See important information on use of Non-GAAP items in the Appendix. There were no restructuring charges and special items recorded in third quarter 2015 and fourth quarter 2015. Improving profitability and returns Adjusted diluted EPS of $0.42 up 5% from 3Q15 and up 8% from Adjusted(1) diluted 4Q14 Operating leverage of 2% YoY NIM improved to 2.77% from 2.76% in 3Q15 Adjusted ROTCE of 6.7%, with efficiency ratio of 66% improving from Adjusted(1) 67% in 4Q14 Strong capital, liquidity and funding Excellent credit quality and progress on risk management Continued progress on strategic growth, efficiency and balance sheet optimization initiatives Robust capital levels with a Common Equity Tier 1 Ratio of 11.7% 4Q15 average deposits increased $6.6 billion, or 7% vs. 4Q14; loan-to-deposit ratio of 97% Completed separation from RBS; repurchased and issued $750 million of sub-debt and issued $750 million of senior notes Net charge-off ratio of 0.31% stable with 3Q15 and down from 0.35% in 4Q14 Allowance for loan and lease losses of 1.23% of total loans and leases stable with 3Q15 Allowance coverage of NPLs 115% vs. 116% in 3Q15 and 109% in 4Q14 Generated 7% 4Q15 YoY average loan growth, with strength in both commercial and consumer Loan yields improved 2 bps and deposit costs improved 1 bp from 3Q15 Consumer Banking initiatives – 1.3% HH growth YoY, continued progress in student and organic auto originations, business bankers up 26 YoY; regaining momentum in Wealth and Mortgage under new leadership Commercial Banking initiatives – Strong loan growth across major businesses with CRE loans up 16% YoY; Treasury Solutions fees up 7% YoY Continued focus on improving efficiency – on track to deliver $200 million in Top I savings and targeting $90-115 million of pre-tax benefit from Top II in 2016

Financial summary – GAAP Non-GAAP item. See important information on use of Non-GAAP items in the Appendix. Includes held for sale. Loan-to-deposit ratio is period-end. Return on average tangible common equity. Return on average total tangible assets. Full-time equivalent employees. Highlights Linked quarter: GAAP net income up slightly NII up $14 million, reflecting 1.5% average loan growth and improving NIM Noninterest income up $9 million, or 3%, driven by strength in service charges and fees Noninterest expense up $12 million, or 2%, given an increase in technology-related expense and higher outside services Provision expense increased $15 million, of which $14 million reflects a 4Q15 reserve build in excess of charge-offs Prior year quarter: GAAP net income increased $24 million driven by good revenue growth, expense discipline and lower restructuring charges and special items NII up $30 million, as average loans grew 7% NIM decline of 3 bps largely due to higher deposit costs in 1H15 5% average earning asset growth Noninterest income up $23 million, led by an increase in service charges and fees and securities gains partially offset by weaker capital markets fees given challenging markets Noninterest expense down 2% reflecting reduction in restructuring charges and special items Provision expense increased $19 million given reserve build FY15 vs FY14: GAAP net income down $25 million from 2014, which included a $180 million after-tax benefit from Chicago Divestiture; results also reflect a $74 million after-tax net decrease in restructuring charges and special items Quarterly trend Full year 4Q15 change from 2015 change $s in millions 4Q15 3Q15 4Q14 3Q15 4Q14 2015 2014 from 2014 Net interest income 870 $ 856 $ 840 $ 14 $ 30 $ 3,402 $ 3,301 $ 101 $ Noninterest income 362 353 339 9 23 1,422 1,678 (256) Total revenue 1,232 1,209 1,179 23 53 4,824 4,979 (155) Noninterest expense 810 798 824 12 (14) 3,259 3,392 (133) Pre-provision profit 422 411 355 11 67 1,565 1,587 (22) Provision for credit losses 91 76 72 15 19 302 319 (17) Income before income tax expense 331 335 283 (4) 48 1,263 1,268 (5) Income tax expense 110 115 86 (5) 24 423 403 20 Net income 221 $ 220 $ 197 $ 1 $ 24 $ 840 $ 865 $ (25) $ Preferred dividends — $ 7 $ — $ (7) $ — $ 7 $ — $ 7 $ Net income available to common stockholders 221 $ 213 $ 197 $ 8 $ 24 $ 833 $ 865 $ (32) $ $s in billions Average interest earning assets 124.2 $ 123.0 $ 118.7 $ 1.2 $ 5.5 $ 122.9 $ 116.2 $ 6.8 $ Average deposits (2) 101.4 $ 101.0 $ 94.8 $ 0.4 $ 6.6 $ 99.2 $ 92.6 $ 6.6 $ Key metrics Net interest margin 2.77 % 2.76 % 2.80 % 1 bps (3) bps 2.75 % 2.83 % (8) bps Loan-to-deposit ratio (2) 96.9 96.1 97.9 88 bps (95) bps 96.9 97.9 (95) bps ROTCE (1,3) 6.7 6.6 6.1 15 bps 63 bps 6.4 6.7 (26) bps ROTA (1,4) 0.7 0.7 0.6 (1) bps 4 bps 0.7 0.7 (6) bps Efficiency ratio (1) 66 % 66 % 70 % (26) bps (412) bps 68 % 68 % (56) bps FTEs (5) 17,714 17,817 17,677 (103) 37 17,714 17,677 37 Per common share Diluted earnings 0.42 $ 0.40 $ 0.36 $ 0.02 $ 0.06 $ 1.55 $ 1.55 $ — $ Tangible book value (1) 24.63 $ 24.52 $ 23.46 $ 0.11 $ 1.17 $ 24.63 $ 23.46 $ 1.17 $ Average diluted shares outstanding (in millions) 530.3 533.4 550.7 (3.1) (20.4) 538.2 557.7 (19.5)

Restructuring charges and special items GAAP results included restructuring charges and special items related to enhancing efficiencies and improving processes across the organization and separation from The Royal Bank of Scotland Group plc (“RBS”). These are non-GAAP financial measures. Please see Non-GAAP Reconciliation Tables in the Appendix for an explanation of our use of non-GAAP financial measures and their reconciliation to GAAP. Restructuring charges and special items (1) 4Q15 change from 2015 change from ($s in millions, except per share data) 4Q15 3Q15 4Q14 3Q15 4Q14 2015 2014 2014 Pre-tax net gain on Chicago Divestiture — $ — $ — $ — $ — $ — $ 288 $ (288) After-tax net gain on Chicago Divestiture — $ — $ — $ — $ — — $ 180 $ (180) Pre-tax total noninterest expense restructuring charges and special items — — 33 — (33) 50 169 (119) After-tax total noninterest expense restructuring charges and special items — — 20 — (20) 31 105 (74) Pre-tax restructuring charges and special items — — (33) — 33 (50) 119 (169) After-tax restructuring charges and special items — — (20) — 20 (31) 75 (106) Diluted EPS impact — $ — $ (0.03) $ — $ 0.03 $ (0.06) $ 0.13 $ (0.19) $

Adjusted financial summary - excluding restructuring charges and special items(1) Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Includes held for sale. Loan-to-deposit ratio is period-end. Adjusted return on average tangible common equity. Adjusted return on average total tangible assets. Full-time equivalent employees. Highlights Linked quarter: Net income was relatively stable, as revenue growth was largely offset by an increase in noninterest expense and provision for credit losses Total revenue was up $23 million, or 2% NII up $14 million reflecting 1.5% average loan growth, improving earning asset yields and lower deposit costs, which were partially offset by higher term debt costs Noninterest income up $9 million, or 3%, driven by strength in service charges and fees Adjusted noninterest expense increased $12 million, largely reflecting an increase in technology-related expense and higher outside services costs. Efficiency ratio improved by 26 basis points Provision expense increased $15 million, driven by a $14 million 4Q15 reserve build tied to loan growth Tangible book value per share up slightly to $24.63 Prior year quarter: Net income was up $4 million, reflecting the impact of positive operating leverage Total revenue was up $53 million, or 4% NII up 4% with 5% average earning asset growth muted by lower yields Noninterest income up 7% driven by strength in service charges and fees and higher securities gains, partially offset by weaker capital markets fees given challenging markets Noninterest expense up 2% on an Adjusted basis, reflecting the impact of investment in our strategic growth initiatives Efficiency ratio improved by 135 bps Provision expense increased $19 million Adjusted diluted EPS up 8% 4Q15 change from $s in millions 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Net interest income 870 $ 856 $ 840 $ 14 $ 2 % 30 $ 4 % Noninterest income 362 353 339 9 3 23 7 Total revenue 1,232 1,209 1,179 23 2 53 4 Adjusted noninterest expense (1) 810 798 791 12 2 19 2 Adjusted pre-provision profit (1) 422 411 388 11 3 34 9 Provision for credit losses 91 76 72 15 20 19 26 Adjusted pretax income (1) 331 335 316 (4) (1) 15 5 Adjusted income tax expense (1) 110 115 99 (5) (4) 11 11 Adjusted net income (1) 221 220 217 1 — 4 $ 2 Preferred dividends — 7 — (7) (100) — $ NM Adjusted net income available to common stockholders (1) 221 $ 213 $ 217 $ 8 $ 4 % 4 $ 2 % $s in billions Average interest earning assets 124.2 $ 123.0 $ 118.7 $ 1.2 $ 1 % 5.5 $ 5 % Average deposits (2) 101.4 $ 101.0 $ 94.8 $ 0.4 $ — % 6.6 $ 7 % Key metrics Net interest margin 2.77 % 2.76 % 2.80 % 1 bps (3) bps Loan-to-deposit ratio (2) 96.9 % 96.1 % 97.9 % 88 bps (95) bps Adjusted ROTCE (1,3) 6.7 % 6.6 % 6.8 % 15 bps (1) bps Adjusted ROTA (1,4) 0.7 % 0.7 % 0.7 % (1) bps (2) bps Adjusted efficiency ratio (1) 66 % 66 % 67 % (26) bps (135) bps FTEs (5) 17,714 17,817 17,677 (103) (1) % 37 — % Per common share Adjusted diluted EPS (1) 0.42 $ 0.40 $ 0.39 $ 0.02 $ 5 % 0.03 $ 8 % Tangible book value (1) 24.63 $ 24.52 $ 23.46 $ 0.11 $ — % 1.17 $ 5 % Average diluted shares outstanding (in millions) 530.3 533.4 550.7 (3.1) (1) % (20.4) (4) %

Adjusted full year financial summary - excluding restructuring charges and special items(1) Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Includes held for sale. Loan-to-deposit ratio is period-end. Return on average tangible common equity. Return on average total tangible assets. Full-time equivalent employees. Adjusts 2014 results for an estimated $26 million of NII, $24 million of noninterest income and $42 million of noninterest expense associated with the Chicago Divestiture. Adjusted net income increased $81 million, or 10%, driven by Adjusted revenue growth of 3% and declines in both provision for credit losses and noninterest expense. Adjusted diluted EPS up 13% Adjusted total revenue increased $133 million NII up $101 million driven by strong loan growth Adjusted noninterest income increased $32 million, driven by strength in mortgage banking fees, with mortgage originations up 56% Adjusted noninterest expense was relatively stable as efficiency initiatives continue to offset the cost of investments to drive future revenue growth Adjusted efficiency ratio improved 218 basis points Positive operating leverage of 240 basis points Provision expense decreased $17 million Adjusted ROTCE of 6.7%, up 56 bps Highlights á 4% á 4% á 4% Excluding the estimated impact of Chicago Divestiture(6) á 10% á 1% 2015 change from $s in millions 2015 2014 2014 $ % Net interest income 3,402 $ 3,301 $ 101 $ 3 % Adjusted noninterest income (1) 1,422 1,390 32 2 Adjusted total revenue (1) 4,824 4,691 133 3 Adjusted noninterest expense (1) 3,209 3,223 (14) — Adjusted pre-provision profit (1) 1,615 1,468 147 10 Provision for credit losses 302 319 (17) (5) Adjusted pretax income (1) 1,313 1,149 164 14 Adjusted income tax expense (1) 442 359 83 23 Adjusted net income (1) 871 790 81 10 Preferred dividends 7 — 7 100 Adjusted net income available to common stockholders (1) 864 $ 790 $ 74 $ 9 % $s in billions Average interest earning assets 122.9 $ 116.2 $ 6.8 $ 6 % Average deposits (2) 99.2 $ 92.6 $ 6.6 $ 7 % Key metrics Net interest margin 2.75 % 2.83 % (8) bps Loan-to-deposit ratio (2) 96.9 97.9 (95) bps Adjusted ROTCE (1,3) 6.7 6.1 56 bps Adjusted ROTA (1,4) 0.7 0.7 3 bps Adjusted efficiency ratio (1) 67 % 69 % (218) bps FTEs (5) 17,714 17,677 37 — % Per common share Adjusted diluted EPS (1) 1.61 $ 1.42 $ 0.19 $ 13 % Tangible book value (1) 24.63 $ 23.46 $ 1.17 $ 5 Average diluted shares outstanding (in millions) 538.2 557.7 (19.5) (3) %

Net interest income Highlights Net interest income $s in millions, except earning assets Average interest-earning assets Average interest earning assets Net interest income Net interest margin Includes Interest-bearing cash and due from banks and deposits in banks. Linked quarter: NII up $14 million, or 2% Reflects $1.4 billion increase in average loans and leases, improving loan yields and lower deposit costs, partially offset by the cost of increased long-term borrowings NIM improved 1 bp to 2.77% Benefitting from initiatives to improve loan yields, deposit costs and mix Interest-bearing deposit costs were 1 bp lower Prior year quarter: NII up $30 million, or 4%, with NIM down 3 bps Reflects 7% average loan growth offset by contraction in NIM Improving retail loan yields were more than offset by a reduction in commercial loan yields and investment portfolio income, as well as higher 1H15 deposit costs

Net interest margin NIM walk 4Q14 to 4Q15 NIM walk 3Q15 to 4Q15

Noninterest income Linked quarter: Noninterest income up $9 million led by higher service charges and fees Service charges and fees up 8% reflecting strength in Commercial and Consumer, as Treasury Solutions initiatives gain traction Capital markets fees much lower than expected given challenges in debt markets in 4Q15 Other income down $5 million from 3Q15 results, which included $8 million of branch real estate gains; this was offset by higher 4Q securities gains Prior year quarter: Noninterest income up $23 million, or 7% Driven by growth in service charges and fees, mortgage banking, securities gains and other income Weaker results in capital markets and FX & trade finance fees reflecting market conditions Highlights Other income includes bank owned life insurance and other income. $s in millions (1) 4Q15 change from 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Service charges and fees 156 $ 145 $ 144 $ 11 $ 8 % 12 $ 8 % Card fees 60 60 58 — — 2 3 Trust & investment services fees 39 41 38 (2) (5) 1 3 Mortgage banking fees 20 18 16 2 11 4 25 Capital markets fees 15 21 25 (6) (29) (10) (40) FX & trade finance fees 23 22 25 1 5 (2) (8) Securities gains, net 10 2 1 8 NM 9 NM Other income (1) 39 44 32 (5) (11) 7 22 Noninterest income 362 $ 353 $ 339 $ 9 $ 3 % 23 $ 7 %

4Q15 change from $s in millions 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Adjusted salaries and benefits (1) 404 $ 404 $ 396 $ — $ — % 8 $ 2 % Adjusted occupancy (1) 74 75 76 (1) (1) (2) (3) Adjusted equipment expense (1) 67 62 62 5 8 5 8 Adjusted outside services (1) 102 89 88 13 15 14 16 Adjusted amortization of software (1) 38 35 37 3 9 1 3 Adjusted other expense (1) 125 133 132 (8) (6) (7) (5) Adjusted noninterest expense (1) 810 $ 798 $ 791 $ 12 $ 2 % 19 $ 2 % Restructuring charges and special items — — 33 — — (33) (100) Total noninterest expense 810 $ 798 $ 824 $ 12 $ 2 % (14) $ (2) % Adjusted noninterest expense – excluding restructuring charges and special items(1) Linked quarter: Adjusted noninterest expense(1) up $12 million, or 2%, largely reflecting an increase in technology-related expense and higher outside services costs Strong expense discipline continued, with FTEs down over 100 reflecting efficiency initiatives Prior year quarter: Adjusted noninterest expense(1) increased $19 million from Adjusted 4Q14 levels Modest growth in salaries and benefits is tied to strategic investments, partially offset by efficiency initiatives Equipment expense and outside services is tied to technology investments Highlights Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. . (1) (1) (1) (1) (1) (1) (1)

4Q15 change from $s in billions 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Investments and interest bearing deposits 25.7 $ 25.8 $ 26.5 $ (0.1) $ — % (0.8) $ (3) % Total commercial loans 45.8 45.2 42.3 0.6 1 3.6 8 Total retail loans 52.4 51.6 49.8 0.8 1 2.6 5 Total loans and leases 98.2 96.8 92.0 1.4 1 6.2 7 Loans held for sale 0.3 0.5 0.2 (0.1) NM 0.1 NM Total interest-earning assets 124.2 123.0 118.7 1.2 1 5.5 5 Total noninterest-earning assets 12.1 12.1 11.9 — — 0.2 1 Total assets 136.3 $ 135.1 $ 130.7 $ 1.2 $ 1 5.6 $ 4 Low-cost core deposits (1) 52.7 51.7 49.7 1.0 2 2.9 6 Money market deposits 36.5 36.5 33.2 — — 3.3 10 Term deposits 12.2 12.7 11.9 (0.5) (4) 0.3 3 Total deposits 101.4 $ 101.0 $ 94.8 $ 0.4 $ — 6.6 $ 7 Total borrowed funds 12.6 12.0 14.0 0.6 5 (1.4) (10) Total liabilities 116.7 $ 115.6 $ 111.5 $ 1.1 $ 1 5.2 $ 5 Total stockholders' equity 19.6 19.5 19.2 0.1 1 0.4 2 Total liabilities and equity 136.3 $ 135.1 $ 130.7 $ 1.2 $ 1 % 5.6 $ 4 % Consolidated average balance sheet Linked quarter: Total earning assets up $1.2 billion (1%), with loan growth of $1.4 billion (1.5%) Retail loans up $763 million driven by mortgage, student and other retail Commercial loans up $645 million driven by strength in Commercial Real Estate, Mid-Corporate and Franchise Finance Total deposits increased $378 million on strength in DDA and checking, offset by planned reductions in term deposits Prior year quarter: Total earning assets up 5% Commercial loans up 8% driven by growth in Commercial Real Estate, Franchise Finance, Corporate Finance, Mid-Corporate and Industry Verticals Retail loans up 5% driven by growth in student, auto and mortgage Total deposits up $6.6 billion, or 7%, reflecting strength in DDA and checking as well as money market Borrowed funds down $1.4 billion as deposit growth outpaced asset growth Replaced short-term FHLB and repo borrowings with senior and subordinated debt issuances in order to enhance our liability structure and position for LCR Highlights $124.2 billion Interest-earning assets $114.0 billion Deposits/borrowed funds Total Retail 42% Total Commercial 37% Note: Loan portfolio trends reflect non-core portfolio impact not included in segment results on pages 13 & 14. Low-cost core deposits include demand, checking with interest, and regular savings. CRE Other Commercial Residential mortgage Total home equity Automobile Other Retail Investments and interest-bearing deposits Retail / Personal Commercial/ Municipal/ Wholesale Borrowed funds

Consumer Banking average loans and leases Other includes Credit Card, RV, Marine, Other. Average loans and leases $s in billions Linked quarter: Average loans increased $896 million, or 2%, largely reflecting strength in mortgage, student and Apple iPhone loans partially offset by the impact of lower home equity balances and the planned moderation of auto originations Consumer loan yields up 4 bps, reflecting continued improvement in mix Prior year quarter: Average loans increased $3.3 billion, or 7%, as growth of $2.0 billion in student, $1.6 billion in mortgages and $1.4 billion in auto was partially offset by $1.5 billion lower home equity outstandings Consumer loan yields up 5 bps, reflecting focus on driving improved risk-adjusted returns Recent developments: Mortgage originations of $1.4 billion in 4Q15 ~$220 million of Apple iPhone loans at year end Highlights

Commercial Banking average loans and leases Linked quarter: Average loans up $721 million, or 2%, with solid growth in CRE, Mid-Corporate and Franchise Finance Loan yields remained relatively stable despite the continued effect of the low-rate environment Prior year quarter: Average loans up $3.6 billion or 9%, on strength in CRE, Franchise Finance, Corporate Finance, Mid-Corporate and Industry Verticals Loan yields down 5 bps largely reflecting the impact of the low-rate environment and competitive factors in 1H15 Other includes Business Capital, Govt & Professional Banking, Corporate Finance & Global Markets, Treasury Solutions, Corporate and Commercial Banking Admin. $s in billions Highlights Average loans and leases (1)

Average funding and cost of funds Linked quarter: Total average deposits up $378 million DDA up $721 million, interest checking up $183 million, and term deposits down $529 million reflecting focus on pricing discipline Total deposit costs of 0.24% decreased 1 bp, reflecting enhanced commercial and retail deposit pricing strategies Continued progress in repositioning liabilities structure to better align with peers Prior year quarter: Total average deposits increased $6.6 billion, or 7%, on strength across all categories Total deposit cost of funds increased 4 bps, primarily in 1H15 Highlights Average interest-bearing liabilities and DDA $s in billions

Overall credit quality remains strong. NPLs declined by $41 million or 4% YoY Net charge-offs of $77 million, or 0.31% of average loans and leases remained stable with 3Q15 and down from 0.35% in 4Q14 Provision for credit losses of $91 million in 4Q15 Allowance for loan and lease losses of 1.23% of total loans and leases remained stable with 3Q15 NPLs to total loans of 1.07% vs. 1.06% in 3Q15 Allowance coverage for NPLs of 115% vs. 116% in 3Q15 Strong credit quality trends continue Highlights Net charge-offs (recoveries) Provision for credit losses, charge-offs, NPLs Allowance for loan and lease losses $s in millions for credit losses Allowance for loan and lease losses to nonperforming loans and leases. (1)

Capital and liquidity remain strong Highlights Current reporting period regulatory capital ratios are preliminary. Periods prior to 1Q15 reported on a Basel I basis. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2018. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015. Prior to Basel III becoming effective January 1, 2015 this was a Non-GAAP financial measure. See important information on use of Non-GAAP items in the Appendix. Based on the September 2014 release of the U.S. version of the Liquidity Coverage Ratio (LCR). Note that as a modified LCR company, CFG’s formal compliance requirement of 90% does not begin until January 2016. Period-end Includes held for sale. Loan-to-deposit ratio(5) Capital ratio trend (1,2) Capital levels remain above regional peers 4Q15 Basel III common equity tier 1 ratio (transitional basis) down approximately 2 basis points from 3Q15 Net income: ~20 bps increase RWA growth: ~19 bps decrease Dividends & other: ~3 bps decrease LDR remained relatively stable at 97% Already meet initial LCR requirement(4) (1,2) as of $s in billions (period-end) 4Q14 1Q15 2Q15 3Q15 4Q15 Basel I/III transitional basis (1,2) Basel I Basel III Common equity tier 1 capital 13.2 $ 13.4 $ 13.3 $ 13.2 $ 13.4 $ Risk-weighted assets 106.0 $ 109.8 $ 112.1 $ 112.3 $ 114.1 $ Common equity tier 1 ratio 12.4 % 12.2 % 11.8 % 11.8 % 11.7 % Total capital ratio 15.8 % 15.5 % 15.3 % 15.4 % 15.3 % Basel III fully phased-in (1,3) Common equity tier 1 ratio 12.1% 12.1% 11.8% 11.7% 11.7% Basel III minimum for CET1 ratio 2015 2016 2017 2018 2019 Basel III minimum plus phased-in capital conservation buffer 4.5 % 5.1 % 5.8 % 6.4 % 7.0 %

Adjusted FY2015 guidance vs. Adjusted FY2014 FY2015 performance vs. guidance Net interest income, net interest margin Net interest margin broadly stable, though with risks Operating leverage, efficiency ratio Credit trends and cost Adjusted expense growth relatively modest Target mid-single digit operating leverage Efficiency ratio improves to mid 60’s Credit costs $350-400 million given reserve build Broadly stable asset quality trends Restructuring costs Restructuring costs of $30-$50 million, all in 1H15 Capital, liquidity and funding Year-end Basel III common equity Tier 1 ratio ~11.5% Loan-to-deposit ratio ~100% Focusing on cost-effective deposit growth 3% growth in net interest income vs. 8% average loan growth NIM compression of 8 bps given lower interest rates than expected, 1H15 higher deposit costs Adjusted FY2015 Actual Results vs. Adjusted FY2014 Flat expenses as significant investment in growth initiatives was funded by efficiency initiatives 3% positive operating leverage Efficiency ratio 67%; ~2% improvement despite low-rate environment Provision for credit losses favorable at $302 million; modest $18 million reserve build given back-book improvement Net charge-offs improved 6 bps (non-core 2 bps, core retail 3 bps, core commercial 1 bps) $50 million in 1H15 11.7% Basel III CET1 LDR 97% 4Q15 deposit costs of 24 bps, up 4 bps from 4Q14 Balance sheet growth 6% average earning asset growth with 8% average loan growth across both consumer and commercial 10% deposit growth (ex Chicago) Target 5-7% earning asset growth Results largely in line; lower revenue offset by favorable expenses and credit costs Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Guidance as provided on 4Q14 January 26, 2015 earnings call. (1)(2) (1)

Summary of progress on strategic initiatives Initiative FY15 Status Commentary Reenergize household growth New customer households grew ~30,000 retail checking households in FY15 or by 1.3% vs. 4Q14 and cross-sell rate increased to 3.23 vs. 3.06. Deposits were up 7% versus prior year quarter. Expand mortgage sales force LOs up 29, or 7%, from 4Q14; but down 11 LOs from prior quarter. FY15 origination volume up 56% from FY14; however, conforming mix below target at ~40%. Grow Auto Continue to execute on pricing optimization strategy. 4Q15 organic origination yields of 3.50%, up 24 bps from the prior year quarter. Grow Student/Installment Continued momentum of refi product with organic originations of $1.1B in FY15. Successful launch of Apple iPhone product with $220 million in YE 2015 balances. Expand Business Banking Good progress expanding Relationship Managers, up 26 from prior year. Originations grew 8% for FY15 and deposit balances in 4Q15 grew 5% from the prior year quarter. Expand Wealth sales force Added 46 wealth managers for FY15 with strong hiring momentum in late 4Q15 (added 12 FCs). Will continue shift from transaction to fee-based model. Build out Mid-Corp & verticals Mid-Corp and specialty verticals grew loan balances by 11% and 35% in FY15. Continue development of Capital and Global Markets activities Fee income rose 3% for full year versus 2014 despite weak Q4 market conditions. Added 23 bankers in 2015 with ramp up of BDO team. Middle Market bookrunner rank remained consistently in top 10(1). Build out Treasury Solutions Fees up 7% in FY15 and 17% in 4Q15 compared to 4Q14, driven by growth and pricing initiative. Built out team in FY15 with emphasis on sales resources. Grow Franchise Finance Loan balance grew 23% in FY15; executed on strategy of expanding into convenience/gas station sector leading to 36 new customers versus prior year quarter. Expand Middle Market Portfolio balance relatively flat for FY15 in the face of a competitive environment. Hired 10 business development colleagues, focused on building new pipeline and minimizing attrition. Grow CRE Deepened relationships with top developers to grow core loan balances by 16% in FY15, driven by geographic and product expansion. Reposition Asset Finance FY15 fee income was lower than FY14 due to RBS referral loss. New initiatives building momentum (e.g., trucking, construction, wind); 4Q15 origination volume of $640MM, up 11% from prior year quarter. Balance Sheet Optimization Asset optimization and deposit efforts led to NIM improvement during 2H15; NIM of 2.77% in 4Q15 was 5 bps higher than 2Q15. Top I Achieved $200 million run-rate cost savings by 4Q15. Top II Launched and ramped initiatives. Achieved $25 million of P&L benefit in 2015 and targeting $90-$115 million delivery in 2016. Consumer Commercial CFG 1) Thomson Reuters LPC, 3Q15 data as of 12/31/15 based on number of deals for Overall Middle Market (defined as Borrower Revenues < $500MM and Deal Size < $500MM).

Aspire to be a top-performing regional bank, delivering well for all stakeholders Colleagues Regulators Investors Communities & Society Customer-centric culture Customers

Achieve current targets, then raise the bar Strive for consistency in performance, limit tail risk Target relatively high pay-out ratio, steady and growing dividend Investors Customers Colleagues Community Regulators Continue to improve customer satisfaction Top 10 in JD Power for Consumer segment Top performer in RM quality, value of ideas in Commercial Gain market share in targeted segments (Consumer & Commercial) Achieve top quartile Organizational Health rating Continue to develop talent and enhance culture Achieve heightened volunteer and financial giving aspirations Use our position to improve the well-being of the communities we serve Achieve and sustain heightened standards across broad regulatory agenda, and earn the respect of our regulators Our plan has clear objectives for each stakeholder Good progress made in 2015, will continue to raise our performance in 2016 Getting to top-performing

Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. 2013 excludes $4.4 billion pre-tax ($4.1 billion after-tax) goodwill impairment charge. See Appendix for a reconciliation of non-GAAP items. CET1 capital under Basel III replaced Tier 1 common capital effective January 1, 2015. Goal is to deliver a 10%+ run-rate ROTCE in the medium term Return on average tangible common equity (“ROTCE”) Medium-term Targets 4.2% 4.9% 6.7% Adjusted ROTCE 4.5% 5.1% 6.1% Return on average total tangible assets (1) 0.4% 0.6% 0.7% 1.0%+ Adjusted efficiency ratio 66% 69% 69% ~60% Tier 1 common equity ratio 13.3% 13.5% 12.4% ~11% Key Indicators 2011 2013 2014 2015 10%+ 6.4% 6.7% 0.7% 67% 11.7% (1) (1) (1) Making consistent progress against our financial goals (2)

Keys to successful 2016 Expect positive market environment with steady GDP growth, solid loan demand, and gradual rate hikes Drive strong loan growth across consumer and commercial Deliver underlying NIM stability/gradual rise in 2016, consistent with 2H15 performance Further NIM expansion expected from increase in short rates Achieve improved noninterest income growth through: Improved performance in wealth and mortgage Continuing growth trajectory in cash management and a rebound in capital markets activity Maintain strong expense discipline, though expenses expected to rise modestly as continued business investment will be only partially offset by Top 2 saves Deliver 3-5% positive operating leverage Will be key to net income and EPS growth, must offset gradual normalization in provision expense Continue efforts to normalize capital ratios Financial Performance

Keys to successful 2016 (continued) Customers Further embed customer-centric mindset within the organization Leverage customer insights to continue progress on key loyalty metrics and business measures Consumer: Drive household growth and cross-sell by leveraging targeting strategies towards improved penetration of mass affluent and affluent customers Commercial: Drive growth and penetration in Middle Market and key verticals through improved client profitability and share-of-wallet analytics Risk/Regulators Continue to strengthen risk and compliance culture to meet regulatory expectations Deliver risk management and operational frameworks in-line with heightened standards Further strengthen capital planning processes and achieve a non-objection for CCAR Colleagues Build on new leadership talent to develop next level of leaders in the organization Continue improvement in retention of key talent across the organization Execute on career development and selective recruiting initiatives to fill capability gaps Streamline organizational processes to improve speed and quality of execution and maintain highly engaged and motivated colleagues Measure progress through recently launched “organization health index” Communities Maintain strong state and community relationships Continue to strengthen colleague engagement in local communities

FY2016 outlook *Before the estimated effect of a prospective card reward accounting change, see Appendix 2 page 41 for additional detail. Adjusted FY 2015 results exclude $50 million pre-tax restructuring charges and special items. Net interest income, net interest margin Net interest income growth of 7-10% NIM improvement of 6-12 bps Operating leverage, efficiency ratio Credit trends, tax rate Expense growth of 2.5-3.5%* Target 3-5% of positive operating leverage* Efficiency ratio improves to 63-65%* Provision expense $375-$425 million Charge-off rates normalize modestly from unusually low levels with modest reserve build to fund loan growth Tax rate of ~33% FY2016 expectations vs. Adjusted FY2015(1) Capital, liquidity and funding Targeting dividend pay out ratio in the 25-30% range, common stock buyback TBD with CCAR Year-end Basel III common equity Tier 1 ratio 11.2-11.5% Loan-to-deposit ratio ~98% Continue to diversify funding sources with modest amount of senior debt issuance Key economic assumptions YE 2016: Fed Funds rate of ~85-90 bps (rate increases in July and December), 10-year Treasury rate of ~2.40%-2.50% range Full year GDP growth in the 2%-3% range YE 2016 unemployment rate in the 4%-5% range Balance sheet growth 5-6% average earning asset growth 6-8% average loan growth 5-7% average deposit growth Noninterest income 5-7% noninterest income growth*

1Q16 outlook Net interest income, net interest margin Noninterest expense Credit trends, tax rate 1.5-2.0% loan growth Expect ~5 basis point improvement in net interest margin given recent rate rise Day count impact of ~$6 million decrease to NII Up modestly given seasonal compensation impacts* Provision expense relatively stable Tax rate of ~33% 1Q16 expectations vs. 4Q15 Capital, liquidity and funding Quarter-end Basel III common equity Tier 1 ratio ~11.7% Loan-to-deposit ratio of ~98% Preferred stock dividend of $7 million Noninterest income Down modestly given seasonality in service charges and fees* *Before the estimated effect of a prospective card reward accounting change, see Appendix 2 page 41 for additional detail.

Key messages Citizens is an attractive franchise with great potential We have a plan to become a top-performing regional bank To date, we are executing well against that plan We are mindful of building it ‘right’ for the long-term while delivering tangible financial improvement near-term 2015 was a successful year for Citizens Financial results improved, met expectations RBS stock fully distributed, Citizens now fully independent Good progress on strategic initiatives, mindset of ‘continuous improvement’ Added talent to top team and in key areas 2016 will continue to see a focus on execution Key to financial results is to smartly grow the balance sheet, execute build-out of fee businesses, and deliver positive operating leverage Comprehensive plan to deliver well for all stakeholders Environmental conditions will impact results, we stay focused on what we can control

Appendix 1 – 2015

Quarter over quarter results Adjusted pre-provision profit $s in millions Adjusted return on average tangible assets Adjusted net income $s in millions Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Excludes loans held for sale. Non-rounded. Adjusted return on average tangible common equity â 1 bp(3) â 2 bps á 2% á 9% Period-end loans $s in billions Period-end deposits $s in billions á 6% á 8% Adjusted Diluted EPS $102.5 á 7% (1) (1) (1) (1) (2) (1)

Linked quarter results á 15 bps â 1 bps á 3% Adjusted Diluted EPS á 5% (1) Adjusted pre-provision profit $s in millions Adjusted return on average tangible assets Period-end loans $s in billions (1) (1) (2) Adjusted net income $s in millions Adjusted return on average tangible common equity Period-end deposits $s in billions (1) (1) $102.5 $101.9 á 2% á 1% Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Excludes loans held for sale.

Full year results Adjusted pre-provision profit $s in millions Adjusted return on average tangible assets Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Excludes loans held for sale. Adjusted return on average tangible common equity á 56 bps á 3 bps á 10% á 10% Period-end loans $s in billions Period-end deposits $s in billions á 6% á 13% Adjusted Diluted EPS $102.5 á 7% (1) (1) (1) (2) Adjusted net income $s in millions (1) (1)

Consumer Banking segment Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. Includes held for sale. 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 Linked quarter: Net income down $1 million, or 1% Net interest income up $9 million, driven by loan growth, as well as improved loan yields and deposit costs Average loans up 2% and average deposits up 1% Noninterest income down $9 million tied to non-recurring $8 million branch real estate gains in 3Q Mortgage banking fees up $2 million reflecting a $5 million increase in mortgage servicing rights valuation; originations down 9% Noninterest expense increased $1 million, reflecting increased outside services and equipment costs offset by lower salary and benefits and regulatory-related costs Prior year quarter: Net income up $15 million, or 29% Total revenue up $37 million on strong loan growth and momentum in mortgage, household growth and wealth Average loans up $3.4 billion and average deposits up $4.6 million Noninterest expense increased $13 million, or 2%, given continued investment in the business to drive further growth 4Q15 change from $s in millions 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Net interest income 565 $ 556 $ 536 $ 9 $ 2 % 29 $ 5 % Noninterest income 226 235 218 (9) (4) 8 4 Total revenue 791 791 754 — — 37 5 Noninterest expense 624 623 611 1 — 13 2 Pre-provision profit 167 168 143 (1) (1) 24 17 Provision for credit losses 65 64 64 1 2 1 2 Income before income tax expense 102 104 79 (2) (2) 23 29 Income tax expense 35 36 27 (1) (3) 8 30 Net income 67 $ 68 $ 52 $ (1) $ (1) % 15 $ 29 % Average balances $s in billions Total loans and leases (2) 52.7 $ 51.9 $ 49.4 $ 0.9 $ 2 % 3.4 $ 7 % Total deposits 70.9 $ 70.5 $ 66.4 $ 0.4 $ 1 % 4.6 $ 7 % Mortgage Banking metrics Originations 1,426 $ 1,561 $ 1,101 $ (135) $ (9) % 325 $ 30 % Origination Pipeline 1,684 2,152 1,110 (468) (22) % 574 52 % Gain on sale of secondary originations 1.77% 1.80% 1.98% (3) bps (21) bps Performance metrics ROTCE (1,3) 5.5% 5.7% 4.3% (17) bps 120 bps Efficiency ratio (1) 79% 79% 81% 13 bps (224) bps

Commercial Banking segment Non-GAAP item. See important information on use of Non-GAAP items in the Appendix. Includes held for sale. 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. Linked quarter: Commercial Banking net income increased $7 million Total revenue increased $9 million, with net interest income up $2 million on a 2% increase in average loans Strength in Commercial Real Estate, Franchise Finance, Corporate Finance Average deposits broadly stable with 3Q15 Noninterest income increased $7 million as an increase in service charges and fees, leasing income and interest rate product fees was partially offset by lower capital markets fees as market headwinds impacted originations Noninterest expense increased $5 million, or 3%, as higher regulatory expense, equipment expense and outside services expense was partially offset by lower salaries and employee benefits and insurance costs Prior year quarter: Net income increased $12 million, or 9% Net interest income was up $18 million on an average $3.7 billion increase in loans and $2.1 billion increase in deposits Noninterest income was down $4 million, as improvement in service charges and fees was largely offset by lower capital markets fees as market headwinds impacted originations Noninterest expense held flat with 4Q14 which included higher regulatory costs and an operating lease residual write-down Highlights 4Q15 change from $s in millions 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Net interest income 301 $ 299 $ 283 $ 2 $ 1 % 18 $ 6 % Noninterest income 107 100 111 7 7 (4) (4) Total revenue 408 399 394 9 2 14 4 Noninterest expense 180 175 180 5 3 — — Pre-provision profit 228 224 214 4 2 14 7 Provision for credit losses (2) 3 1 (5) (167) (3) (300) Income before income tax expense 230 221 213 9 4 17 8 Income tax expense 78 76 73 2 3 5 7 Net income 152 $ 145 $ 140 $ 7 $ 5 % 12 $ 9 % Average balances $s in billions Total loans and leases (2) 42.6 $ 42.0 $ 38.9 $ 0.6 $ 2 % 3.7 $ 10 % Total deposits 24.6 $ 24.6 $ 22.5 $ — $ — % 2.1 $ 9 % Performance metrics ROTCE (1,3) 12.6% 12.2% 12.8% 33 bps (19) bps Efficiency ratio (1) 44% 44% 45% 27 bps (146) bps

Other Linked quarter: Other recorded net income was $2 million for 4Q15, down $5 million as higher revenue and lower taxes were more than offset by increased provision tied to reserve build and higher expenses Net interest income increased $3 million Noninterest income increased $11 million, reflecting higher securities gains Noninterest expense increased $6 million due to higher incentive compensation Provision for credit losses increased $19 million Reflects a $14 million reserve build versus a $1 million build in the prior quarter Prior year quarter: Net income was down $3 million, as higher provision expense and income tax expense was partially offset by higher revenue, lower expenses and restructuring charges and special items Net interest income decreased $17 million, given higher wholesale funding costs and lower non-core loan balances Noninterest income up $19 million largely due to higher securities gains Noninterest expense down $27 million given lower restructuring charges and special items Provision for credit losses increased $21 million Reflects a $14 million reserve build versus a $8 million release in the prior year Also reflects a $2 million decrease in non-core charge-offs Highlights 4Q15 change from $s in millions 4Q15 3Q15 4Q14 3Q15 4Q14 $ % $ % Net interest income 4 $ 1 $ 21 $ 3 $ 300 % (17) $ (81) % Noninterest income 29 18 10 11 61 19 190 Total revenue 33 19 31 14 74 2 6 Noninterest expense 6 — 33 6 — (27) (82) Pre-provision profit (loss) 27 19 (2) 8 42 29 NM Provision for credit losses 28 9 7 19 211 21 300 Income (loss) before income tax expense (benefit) (1) 10 (9) (11) (110) 8 89 Income tax expense (benefit) (3) 3 (14) (6) (200) 11 79 Net income (loss) 2 $ 7 $ 5 $ (5) $ (71) % (3) $ (60) % Average balances $s in billions Total loans and leases 3.2 $ 3.4 $ 4.0 $ (0.2) $ (6) % (0.8) $ (21) % Total deposits 5.8 $ 5.9 $ 5.9 $ — $ (1) % (0.1) $ (2) %

Loan Reconciliation Average balances $s in millions Primarily Treasury Solutions (Credit Cards). Primarily Business Banking. 4Q15 change from 4Q14 1Q15 2Q15 3Q15 4Q15 3Q15 4Q14 Consumer Banking Segment 49,351 $ 50,260 $ 51,024 $ 51,886 $ 52,737 $ 851 $ 2 % 3,386 $ 7 % Add: Non-core loans 2,801 2,667 2,517 2,358 2,196 (162) (7) (605) (22) Retail loans in Commercial Banking (1) 145 143 161 160 167 7 4 22 15 Other 681 629 586 540 501 (39) (7) (180) (26) Less: Commercial loans in Consumer Banking (2) 3,017 3,056 3,096 3,045 2,984 (61) (2) (33) (1) LHFS 179 197 282 282 237 (45) (16) 58 32 Total Retail loans 49,782 $ 50,446 $ 50,910 $ 51,617 $ 52,380 $ 763 $ 1 % 2,598 $ 5 % Commercial Banking Segment 38,926 $ 40,241 $ 41,467 $ 41,993 $ 42,642 $ 649 $ 2 % 3,716 $ 10 % Add: Commercial loans in Consumer Banking (2) 3,017 3,056 3,096 3,045 2,984 (61) (2) (33) (1) Non-core loans 309 266 230 202 182 (20) (10) (127) (41) CRA 182 198 212 241 258 17 7 76 42 Other 28 24 23 27 21 (6) (22) (7) (25) Less: Retail loans in Commercial Banking (1) 145 143 161 160 167 7 4 22 15 LHFS 54 136 171 174 101 (73) (42) 47 87 Total Commercial loans 42,263 $ 43,506 $ 44,696 $ 45,174 $ 45,819 $ 645 $ 1 % 3,556 $ 8 %

Non-core home equity portfolio serviced by others (SBO)(1) SBO balances by FICO(2) SBO balances by LTV SBO balances and charge-offs Top 5 SBO balances by state(1) Non-core period-end loans SBO balances by product SBO Lien Position 1st Lien 2nd Lien < 70 70-79 80-89 90-99 100-119 120+ < 620 620-679 680-719 720-759 760+ HE Loan HELOC $s in millions A portion of the serviced by others portfolio is serviced by CFG. FICO scores updated quarterly. SBO balance Charge-offs loans Charge-offs line of credit

Appendix 2 – 2016 Outlook

FY2016 outlook compared with 2015 Net interest income, net interest margin Operating leverage, efficiency ratio Credit trends, tax rate Capital, liquidity and funding Adjusted 2015 vs. Adjusted 2014 excluding Chicago Divestiture impact FY2016 expectations vs. Adjusted 2015(2) Balance sheet growth 5-6% average earning asset growth 6-8% average loan growth 5-7% average deposit growth Noninterest income 5-7% noninterest income growth* NII up 4%(1) FY NIM compression of 7 bps(1); 2H15 improved 3 bps from 1H15 Expense growth of 1%(1) 3% operating leverage(1) Efficiency ratio of 67%; 2% improvement(1) Favorable at $302 million; including $18 million reserve build Net charge-offs improved 6 bps 11.7% Basel III CET1 97% LDR 4Q15 deposit costs of 24 bps up 4 bps from 4Q14 6% average earning asset growth 8% average loan growth 10% average deposit growth(1) 4% noninterest income growth(1) *Before the estimated effect of a prospective card reward accounting change, see Appendix 2 page 41 for additional detail. Non-GAAP item. See Appendix 3 for a reconciliation of non-GAAP items. Adjusted 2014 results also exclude the following estimated impact of the Chicago Divestiture: Net interest income - $26 million, Noninterest income $24 million, Noninterest expense $42 million, Net interest margin ~-1 basis point. See page 25 for Key Economic Assumptions. Net interest income growth of 7-10% NIM improvement of 6-12 bps Expense growth of 2.5-3.5%* Target 3-5% of positive operating leverage* Efficiency ratio improves to 63-65%* Provision expense $375-$425 million Charge off rates normalize modestly from unusually low levels; reserve build tied to loan growth Tax rate of ~33% Targeting dividend pay out ratio in the 25-30% range, common buyback TBD with CCAR Year-end Basel III common equity Tier 1 ratio 11.2-11.5% LDR ~98% Continue to diversify funding sources with modest amount of senior debt issuance

Strong growth in net interest income Net interest income outlook 2015-2016(2) 7-10% growth (3) (4) (5) Includes ~(1) bp related to the Chicago Divestiture. Assumes benefit of December 31, 2015 implied forward yield curve. Other includes funding costs broadly offset by the benefit of swaps. December 2015 rate increase expected to contribute $40-$50 million to NII, or 3-5 bps to NIM. Two 2016 rate increases contribute $30-$40 million to NII or 2-3 bps to NIM. FED dividend cut decreases NII by $17 million, (1.5) bps NIM impact, and ~(2)₵ EPS NIM% 2.81% – 2.87% 2.75% +5-8 bps -1 bps +2-5 bps 0 bps NIM% 3% growth -4 bp 0 bps 2.83% 2.75% +4 bps -3 bps -5 bps (1) Net interest income growth 2014-2015

Noninterest expense remains well-controlled Adjusted noninterest expense(1) trend 2014-2015 Noninterest expense outlook 2015-2016 2.5-3.5% growth* 0.4% decrease * Before the estimated effect of a prospective card reward accounting change, see Appendix 2 page 41 for additional detail. Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix. (1) (1) (1) $s in millions variable efficiency 3.9% Midpoint of 4.2%

Estimated impact of 2016 prospective Card Reward Accounting Change The following reflects 2016 growth-rate expectations pre and post the estimated impact of a 2016 prospective Card Reward Accounting Change*, which would have the effect of reducing both Card fees and Other operating expense by an estimated $28 million in 2015 and $39 million in 2016 * Card Reward accounting change implemented on Jan 1, 2016; redesigned credit card offering reflects substantially all cash-back rewards, necessitating the change.

Appendix 3 – Non-GAAP reconciliation

Non-GAAP Financial Measures This document contains non-GAAP financial measures. The table below presents reconciliations of certain non-GAAP measures. These reconciliations exclude restructuring charges and/or special items, which are usually included, where applicable, in the financial results presented in accordance with GAAP. Restructuring charges and special items include expenses related to our efforts to improve processes and enhance efficiencies, as well as rebranding, separation from RBS and regulatory expenses. The non-GAAP measures set forth below include “total revenue”, “noninterest income”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense (benefit)”, “income tax expense (benefit)”, “net income”, “net income available to common stockholders”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “amortization of software”, “other operating expense”, “net income per average common share”, “net interest income”, “return of average common equity”, “return on average total assets” and “average deposits”. 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”, “net interest margin” and “operating leverage” as part of our non-GAAP measures. Additionally, "pro forma Basel III fully phased-in common equity tier 1 capital" computations for periods prior to first quarter 2015 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 make day-to-day operating decisions. In addition, we believe restructuring charges and special items in any period do not reflect the operational performance of the business in that period and, accordingly, it is useful to consider these line items with and without restructuring charges and special items. 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.

Non-GAAP Reconciliation Table (Excluding restructuring charges and special items) $s in millions, except per share data 4Q15 3Q15 2Q15 1Q15 4Q14 2015 2014 Noninterest income, excluding special items: Noninterest income (GAAP) A $362 $353 $360 $347 $339 $1,422 $1,678 Less: Special items - Chicago gain — — — — — — 288 Noninterest income, excluding special items (non-GAAP) B $362 $353 $360 $347 $339 $1,422 $1,390 Total revenue, excluding special items: Total revenue (GAAP) C $1,232 $1,209 $1,200 $1,183 $1,179 $4,824 $4,979 Less: Special items - Chicago gain — — — — — — 288 Total revenue, excluding special items (non-GAAP) D $1,232 $1,209 $1,200 $1,183 $1,179 $4,824 $4,691 Noninterest expense, excluding restructuring charges and special items: Noninterest expense (GAAP) E $810 $798 $841 $810 $824 $3,259 $3,392 Less: Restructuring charges and special items NN — — 40 10 33 50 169 Noninterest expense, excluding restructuring charges and special items (non-GAAP) F $810 $798 $801 $800 $791 $3,209 $3,223 Net income, excluding restructuring charges and special items: Net income (GAAP) G $221 $220 $190 $209 $197 $840 $865 Add: Restructuring charges and special items, net of income tax expense (benefit) — — 25 6 20 31 (75) Net income, excluding restructuring charges and special items (non-GAAP) H $221 $220 $215 $215 $217 $871 $790 Net income available to common stockholders (GAAP), excluding restructuring charges and special items: Net income available to common stockholders (GAAP) I $221 $213 $190 $209 $197 $833 $865 Add: Restructuring charges and special items, net of income tax expense (benefit) — — 25 6 20 31 (75) Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP) J $221 $213 $215 $215 $217 $864 $790 Return on average common equity, excluding restructuring charges and special items: Average common equity (GAAP) K $19,359 $19,261 $19,391 $19,407 $19,209 $19,354 $19,399 Return on average common equity, excluding restructuring charges and special items (non-GAAP) J/K 4.51 % 4.40 % 4.45 % 4.49 % 4.48 % 4.46% 4.07% Return on average tangible common equity and return on average tangible common equity, excluding restructuring charges and special items: Average common equity (GAAP) K $19,359 $19,261 $19,391 $19,407 $19,209 $19,354 $19,399 Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876 6,876 6,876 Less: Average other intangibles (GAAP) 3 4 5 5 6 4 7 Add: Average deferred tax liabilities related to goodwill (GAAP) 468 453 437 422 403 445 377 Average tangible common equity (non-GAAP) M $12,948 $12,834 $12,947 $12,948 $12,730 $12,919 $12,893 Return on average tangible common equity (non-GAAP) I/M 6.75 % 6.60 % 5.90 % 6.53 % 6.12 % 6.45 % 6.71 % Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP) J/M 6.75 % 6.60 % 6.67 % 6.73 % 6.76 % 6.69 % 6.13 % Return on average total assets, excluding restructuring charges and special items: Average total assets (GAAP) N $136,298 $135,103 $135,521 $133,325 $130,671 $135,070 $127,624 Return on average total assets, excluding restructuring charges and special items (non-GAAP) H/N 0.64% 0.65% 0.64% 0.65% 0.66% 0.64 % 0.62 % Return on average total tangible assets and return on average total tangible assets, excluding restructuring charges and special items: Average total assets (GAAP) N $136,298 $135,103 $135,521 $133,325 $130,671 $135,070 $127,624 Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876 6,876 6,876 Less: Average other intangibles (GAAP) 3 4 5 5 6 4 7 Add: Average deferred tax liabilities related to goodwill (GAAP) 468 453 437 422 403 445 377 Average tangible assets (non-GAAP) O $129,887 $128,676 $129,077 $126,866 $124,192 $128,635 $121,118 Return on average total tangible assets (non-GAAP) G/O 0.67 % 0.68 % 0.59 % 0.67 % 0.63 % 0.65 % 0.71 % Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP) H/O 0.67 % 0.68 % 0.67 % 0.69 % 0.69 % 0.68 % 0.65 % FOR THE YEAR ENDED DECEMBER 31, QUARTERLY TRENDS

Non-GAAP Reconciliation Table (Excluding restructuring charges and special items) $s in millions, except per share data 4Q15 3Q15 2Q15 1Q15 4Q14 2015 2014 Efficiency ratio and efficiency ratio, excluding restructuring charges and special items: Net interest income (GAAP) $870 $856 $840 $836 $840 $3,402 $3,301 Add: Noninterest income (GAAP) 362 353 360 347 339 1,422 1,678 Total revenue (GAAP) C $1,232 $1,209 $1,200 $1,183 $1,179 $4,824 $4,979 Efficiency ratio (non-GAAP) E/C 65.76 % 66.02 % 70.02 % 68.49 % 69.88 % 67.56 % 68.12 % Efficiency ratio, excluding restructuring charges and special items (non-GAAP) F/D 65.76 % 66.02 % 66.70 % 67.65 % 67.11 % 66.52 % 68.70 % Tangible book value per common share: Common shares - at end of period (GAAP) P 527,774,428 527,636,510 537,149,717 547,490,812 545,884,519 527,774,428 545,884,519 Stockholders' equity (GAAP) $19,399 $19,353 $19,339 $19,564 $19,268 $19,399 $19,268 Less: Goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876 6,876 6,876 Less: Other intangible assets (GAAP) 3 3 4 5 6 3 6 Add: Deferred tax liabilities related to goodwill (GAAP) 480 465 450 434 420 480 420 Tangible common equity (non-GAAP) Q $13,000 $12,939 $12,909 $13,117 $12,806 $13,000 $12,806 Tangible book value per common share (non-GAAP) Q/P $24.63 $24.52 $24.03 $23.96 $23.46 $24.63 $23.46 Net income per average common share - basic and diluted, excluding restructuring charges and special items: Average common shares outstanding - basic (GAAP) R 527,648,630 530,985,255 537,729,248 546,291,363 546,810,009 535,599,731 556,674,146 Average common shares outstanding - diluted (GAAP) S 530,275,673 533,398,158 539,909,366 549,798,717 550,676,298 538,220,898 557,724,936 Net income available to common stockholders (GAAP) I $221 $213 $190 $209 $197 $833 $865 Net income per average common share - basic (GAAP) I/R 0.42 0.40 0.35 0.38 0.36 1.55 1.55 Net income per average common share - diluted (GAAP) I/S 0.42 0.40 0.35 0.38 0.36 1.55 1.55 Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP) J 221 213 215 215 217 864 790 Net income per average common share - basic, excluding restructuring charges and special items (non-GAAP) J/R 0.42 0.40 0.40 0.39 0.40 1.61 1.42 Net income per average common share - diluted, excluding restructuring charges and special items (non-GAAP) J/S 0.42 0.40 0.40 0.39 0.39 1.61 1.42 Pro forma Basel III fully phased-in common equity tier 1 capital ratio 1 : Common equity tier 1 (regulatory) $13,389 $13,200 $13,270 $13,360 $13,173 Less: Change in DTA and other threshold deductions (GAAP) 2 2 3 3 (6) Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP) T $13,387 $13,198 $13,267 $13,357 $13,179 Risk-weighted assets (regulatory general risk weight approach) $114,084 $112,277 $112,131 $109,786 $105,964 Add: Net change in credit and other risk-weighted assets (regulatory) 244 243 247 242 2,882 Basel III standardized approach risk-weighted assets (non-GAAP) U $114,328 $112,520 $112,378 $110,028 $108,846 Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP) 1 T/U 11.7% 11.7% 11.8% 12.1% 12.1% Salaries and employee benefits, excluding restructuring charges and special items: Salaries and employee benefits (GAAP) V $402 $404 $411 $419 $397 $1,636 $1,678 Less: Restructuring charges and special items (2) — 6 (1) 1 3 44 Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP) W $404 $404 $405 $420 $396 $1,633 $1,634 FOR THE YEAR ENDED DECEMBER 31, 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 (Excluding restructuring charges and special items) $s in millions, except per share data 4Q15 3Q15 2Q15 1Q15 4Q14 2015 2014 Outside services, excluding restructuring charges and special items: Outside services (GAAP) X $104 $89 $99 $79 $106 $371 $420 Less: Restructuring charges and special items 2 — 16 8 18 26 78 Outside services, excluding restructuring charges and special items (non-GAAP) Y $102 $89 $83 $71 $88 $345 $342 Occupancy, excluding restructuring charges and special items: Occupancy (GAAP) Z $74 $75 $90 $80 $81 $319 $326 Less: Restructuring charges and special items — — 15 2 5 17 16 Occupancy, excluding restructuring charges and special items (non-GAAP) AA $74 $75 $75 $78 $76 $302 $310 Equipment expense, excluding restructuring charges and special items: Equipment expense (GAAP) BB $67 $62 $65 $63 $63 $257 $250 Less: Restructuring charges and special items — — — 1 1 1 4 Equipment expense, excluding restructuring charges and special items (non-GAAP) CC $67 $62 $65 $62 $62 $256 $246 Amortization of software, excluding restructuring charges and special items: Amortization of software DD $38 $35 $37 $36 $43 $146 $145 Less: Restructuring charges and special items — — — — 6 — 6 Amortization of software, excluding restructuring charges and special items (non-GAAP) EE $38 $35 $37 $36 $37 $146 $139 Other operating expense, excluding restructuring charges and special items: Other operating expense (GAAP) FF $125 $133 $139 $133 $134 $530 $573 Less: Restructuring charges and special items — — 3 — 2 3 21 Other operating expense, excluding restructuring charges and special items (non-GAAP) GG $125 $133 $136 $133 $132 $527 $552 Pre-provision profit, excluding restructuring charges and special items: Total revenue, excluding restructuring charges and special items (non-GAAP) D $1,232 $1,209 $1,200 $1,183 $1,179 $4,824 $4,691 Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP) F 810 798 801 800 791 3,209 3,223 Pre-provision profit, excluding restructuring charges and special items (non-GAAP) HH $422 $411 $399 $383 $388 $1,615 $1,468 Income before income tax expense (benefit), excluding restructuring charges and special items: Income before income tax expense (GAAP) II $331 $335 $282 $315 $283 $1,263 $1,268 Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP) — — (40) (10) (33) (50) 119 Income before income tax expense, excluding restructuring charges and special items (non-GAAP) JJ $331 $335 $322 $325 $316 $1,313 $1,149 Income tax expense, excluding restructuring charges and special items: Income tax expense (GAAP) KK $110 $115 $92 $106 $86 $423 $403 Less: Income tax (benefit) related to restructuring charges and special items (GAAP) — — (15) (4) (13) (19) 44 Income tax expense, excluding restructuring charges and special items (non-GAAP) LL $110 $115 $107 $110 $99 $442 $359 Compass Gain - Chicago Divestiture Pre-tax net gain $0 $0 $0 $0 $0 $0 $288 Add: Net of income tax expense (benefit) — — — — — — (108) After-tax net gain MM $0 $0 $0 $0 $0 $0 $180 Restructuring charges and special expense items include: Restructuring charges $0 $0 $25 $1 $10 $26 $114 Special items — — 15 9 23 24 55 Restructuring charges and special expense items before income tax expense NN $0 $0 $40 $10 $33 $50 $169 Less: Income tax (benefit) related to restructuring charges and special items (GAAP) — — (15) (4) (13) (19) (64) Restructuring charges and special items, net of tax OO $0 $0 $25 $6 $20 $31 $105 4Q15 v 3Q15 4Q15 v 4Q14 2015 vs 2014 % Change % Change % Change 4Q15 3Q15 2Q15 1Q15 4Q14 2015 2014 Operating leverage: Total revenue (GAAP) C $1,232 $1,209 $1,179 $4,824 $4,979 1.9% 4.5% (3.1)% Noninterest expense (GAAP) E $810 $798 $824 $3,259 $3,392 1.5% (1.7)% (3.9)% Operating leverage (GAAP) PP 0.4% 6.2% 0.8% Operating leverage, excluding restructuring charges and special items: Total revenue, excluding restructuring charges and special items (non-GAAP) D $1,232 $1,209 $1,179 $4,824 $4,691 1.9% 4.5% 2.8% Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP) F $810 $798 $791 $3,209 $3,223 1.5% 2.4% (0.4)% Operating leverage, excluding restructuring charges and special items: (non-GAAP) QQ 0.4% 2.1% 3.3% FOR THE YEAR ENDED DECEMBER 31, QUARTERLY TRENDS FOR THE YEAR ENDED DECEMBER 31, QUARTERLY TRENDS

Non-GAAP Reconciliation Table (Excluding Chicago Divestiture) $s in millions, 2015 2014 2013 2011 $ % Adjusted net interest income, excluding Chicago adjustment: Net interest income (GAAP) RR $3,402 $3,301 ($101) (3)% Less: Estimated Chicago Divestiture impact — 26 26 100% Adjusted net interest income, excluding Chicago adjustment (non-GAAP) SS $3,402 $3,275 ($127) (4)% Adjusted noninterest income, excluding Chicago adjustment: Noninterest income, excluding special items (non-GAAP) B $1,422 $1,390 ($32) (2)% Less: Estimated Chicago Divestiture impact — 24 24 100% Adjusted noninterest income, excluding Chicago adjustment (non-GAAP) TT $1,422 $1,366 ($56) (4)% Adjusted total revenue, excluding Chicago adjustment: Total revenue, excluding special items (non-GAAP) D $4,824 $4,691 ($133) (3)% Less: Estimated Chicago Divestiture impact - net interest income 26 26 100% Less: Estimated Chicago Divestiture impact - noninterest income — 24 24 100% Adjusted total revenue, excluding Chicago adjustment (non-GAAP) UU $4,824 $4,641 ($183) (4)% Adjusted noninterest expense, excluding Chicago adjustment: Noninterest expense, excluding restructuring charges and special items (non-GAAP) F $3,209 $3,223 $14 0 % Less: Estimated Chicago Divestiture impact — 42 42 100% Adjusted noninterest expense, excluding Chicago adjustment (non-GAAP) VV $3,209 $3,181 ($28) (1)% Net income, excluding goodwill impairment: Net income (loss) (GAAP) G $840 $865 ($3,426) $506 Add: Goodwill impairment, net of income tax benefit (GAAP) — — 4,080 — Net income, excluding goodwill impairment (non-GAAP) WW $840 $865 $654 $506 Net income, excluding goodwill impairment, restructuring charges and special items: Net income (loss) (GAAP) G $840 $865 ($3,426) $506 Add: Goodwill impairment, restructuring charges and special items, net of income tax expense (benefit) 31 (75) 4,097 42 Net income, excluding goodwill impairment, restructuring charges and special items (non-GAAP) XX $871 $790 $671 $548 Return on average tangible common equity excluding goodwill impairment; return on average tangible common equity excluding goodwill impairment, restructuring charges and special items: Average common equity (GAAP) K $19,354 $19,399 $21,834 $23,137 Less: Average goodwill (GAAP) 6,876 6,876 9,063 11,311 Less: Average other intangibles (GAAP) 4 7 9 15 Add: Average deferred tax liabilities related to goodwill (GAAP) 445 377 459 295 Average tangible common equity (non-GAAP) M $12,919 $12,893 $13,221 $12,106 Return on average tangible common equity (non-GAAP) G/M 6.45 % 6.71 % (25.91)% 4.18 % Return on average tangible common equity excluding goodwill impairment (non-GAAP) WW/M 6.45 % 6.71 % 4.95 % 4.18 % Return on average tangible common equity, excluding goodwill impairment, restructuring charges and special items (non- GAAP) XX/M 6.69 % 6.13 % 5.08 % 4.53 % Return on average total tangible assets, excluding goodwill impairment : Average total assets (GAAP) N $135,070 $127,624 $120,866 $128,344 Less: Average goodwill (GAAP) 6,876 6,876 9,063 11,311 Less: Average other intangibles (GAAP) 4 7 9 15 Add: Average deferred tax liabilities related to goodwill (GAAP) 445 377 459 295 Average tangible assets (non-GAAP) O $128,635 $121,118 $112,253 $117,313 Return on average total tangible assets, excluding goodwill impairment (non-GAAP) WW/O 0.65 % 0.71 % 0.58 % 0.43 % Adjusted average deposits, excluding Chicago adjustment: Average deposits YY $99,154 $92,564 ($6,590) (7)% Less: Estimated Chicago Divestiture impact - interest bearing deposits for sale — 1,960 1,960 100% Less: Estimated Chicago Divestiture impact - demand deposits — 462 462 100% Adjusted average deposits, excluding Chicago adjustment (non-GAAP) ZZ $99,154 $90,142 ($9,012) (10)% Adjusted efficiency ratio, excluding Chicago adjustment: Adjusted net interest income, excluding Chicago adjustment SS $3,402 $3,275 ($127) (4)% Add: Adjusted noninterest income, excluding Chicago adjustment TT 1,422 1,366 (56) (4)% Adjusted total revenue, excluding Chicago adjustment (non-GAAP) UU $4,824 $4,641 ($183) (4)% Adjusted efficiency ratio, excluding Chicago adjustment (non-GAAP) VV/UU 66.52% 68.54% (202) bps Adjusted efficiency ratio, excluding goodwill impairment, restructuring charges and special items (non-GAAP) F/D 65.76% 68.70% 68.61% 65.71% Adjusted operating leverage, excluding Chicago adjustment: Adjusted total revenue, excluding Chicago adjustment UU $4,824 $4,641 ($183) (4)% Less: Adjusted noninterest expense, excluding Chicago adjustment VV $3,209 $3,181 (28) (1)% Adjusted operating leverage, excluding Chicago adjustment AAA (3)% 2015 Change from 2014 FOR THE YEAR ENDED DECEMBER 31,

Non-GAAP Reconciliation Table (Excluding Chicago Divestiture) $s in millions, 2015 2014 Adjusted net interest margin, excluding Chicago adjustment: Average interest earning assets (GAAP) BBB $122,950 $116,187 Less: Estimated - Chicago adjustment - 516 Earning assets CCC $122,950 $115,671 Earning asset yield DDD 3.12% 3.14% Calculated interest income (GAAP) $3,854 $3,664 Less: Estimated - Chicago adjustment - 21 Interest income excluding Chicago adjustment (non-GAAP) EEE $3,854 $3,643 Total Interest-bearing liabilities balance (GAAP) $86,256 $79,609 Less: Estimated - Chicago adjustment - 1,960 Less: Estimated replacement funding - deposits - (1,442) Interest-bearing liabilities FFF $86,256 $79,091 Interest-bearing liabilities rate GGG 0.52% 0.46% Calculated interest expense (GAAP) $452 $363 Add: Estimated - Chicago adjustment $0 $5 Interest expense excluding Chicago adjustment (non-GAAP) HHH $452 $368 Net interest income excluding Chicago adjustment (non-GAAP) III $3,402 $3,275 Adjusted net interest margin, excluding Chicago adjustment (non-GAAP) JJJ 2.75% 2.82% (7) bps 2015 Change from 2014 FOR THE YEAR ENDED DECEMBER 31,

Non-GAAP Reconciliation Table Non-GAAP Reconciliation - Segments $s in millions Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Net income available to common stockholders: Net income (loss) (GAAP) A $67 $152 $2 $221 $68 $145 $7 $220 $66 $135 ($11) $190 Less: Preferred stock dividends — — — — — — 7 7 — — — — Net income available to common stockholders B $67 $152 $2 $221 $68 $145 $— $213 $66 $135 ($11) $190 Return on average tangible common equity: Average common equity (GAAP) C $4,831 $4,787 $9,741 $19,359 $4,791 $4,722 $9,748 $19,261 $4,681 $4,625 $10,085 $19,391 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 3 3 — — 4 4 — — 5 5 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 468 468 — — 453 453 — — 437 437 Average tangible common equity (non-GAAP) D $4,831 $4,787 $3,330 $12,948 $4,791 $4,722 $3,321 $12,834 $4,681 $4,625 $3,641 $12,947 Return on average tangible common equity (non-GAAP): B/D 5.50% 12.57% NM 6.75% 5.67% 12.24% NM 6.60% 5.66% 11.69% NM 5.90% Return on average total tangible assets: Average total assets (GAAP) E $54,065 $43,835 $38,398 $136,298 $53,206 $43,113 $38,784 $135,103 $52,489 $42,617 $40,415 $135,521 Less: Average goodwill (GAAP) — — 6,876 6,876 — — $6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 3 3 — — 4 4 — — 5 5 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 468 468 — — 453 453 — — 437 437 Average tangible assets (non-GAAP) F $54,065 $43,835 $31,987 $129,887 $53,206 $43,113 $32,357 $128,676 $52,489 $42,617 $33,971 $129,077 Return on average total tangible assets (non-GAAP) A/F 0.49% 1.37% NM 0.67% 0.51% 1.34% NM 0.68% 0.51% 1.27% NM 0.59% Efficiency ratio: Noninterest expense (GAAP) G $624 $180 $6 $810 $623 $175 $— $798 $613 $181 $47 $841 Net interest income (GAAP) 565 301 4 870 556 299 1 856 544 286 10 840 Noninterest income (GAAP) 226 107 29 362 235 100 18 353 230 108 22 360 Total revenue H $791 $408 $33 $1,232 $791 $399 $19 $1,209 $774 $394 $32 $1,200 Efficiency ratio (non-GAAP) G/H 78.85% 44.02% NM 65.76% 78.72% 43.75% NM 66.02% 79.25% 46.07% NM 70.02% Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Net income available to common stockholders: Net income (loss) (GAAP) A $61 $147 $1 $209 $52 $140 $5 $197 Less: Preferred stock dividends — — — — — — — — Net income available to common stockholders B $61 $147 $1 $209 $52 $140 $5 $197 Return on average tangible common equity: Average common equity (GAAP) C $4,649 $4,526 $10,232 $19,407 $4,756 $4,334 $10,119 $19,209 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 5 5 — — 6 6 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 422 422 — — 403 403 Average tangible common equity (non-GAAP) D $4,649 $4,526 $3,773 $12,948 $4,756 $4,334 $3,640 $12,730 Return on average tangible common equity (non- GAAP): B/D 5.30% 13.15% NM 6.53% 4.30% 12.76% NM 6.12% Return on average total tangible assets: Average total assets (GAAP) E $51,602 $41,606 $40,117 $133,325 $50,546 $40,061 $40,064 $130,671 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 5 5 — — 6 6 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 422 422 — — 403 403 Average tangible assets (non-GAAP) F $51,602 $41,606 $33,658 $126,866 $50,546 $40,061 $33,585 $124,192 Return on average total tangible assets (non-GAAP) A/F 0.48% 1.43% NM 0.67% 0.40% 1.38% NM 0.63% Efficiency ratio: Noninterest expense (GAAP) G $596 $173 $41 $810 $611 $180 $33 $824 Net interest income (GAAP) 533 276 27 836 536 283 21 840 Noninterest income (GAAP) 219 100 28 347 218 111 10 339 Total revenue H $752 $376 $55 $1,183 $754 $394 $31 $1,179 Efficiency ratio (non-GAAP) G/H 79.25% 46.01% NM 68.49% 81.09% 45.48% NM 69.88% 2015 2014 THREE MONTHS ENDED DECEMBER 31, THREE MONTHS ENDED SEPTEMBER 30, THREE MONTHS ENDED MARCH 31, THREE MONTHS ENDED DECEMBER 31, THREE MONTHS ENDED JUNE 30, 2015 2015 2015

Non-GAAP Reconciliation Table Non-GAAP Reconciliation - Segments $s in millions Consumer Banking Commercial Banking Other Consolidated Consumer Banking Commercial Banking Other Consolidated Net income available to common stockholders: Net income (loss) (GAAP) A $262 $579 ($1) $840 $182 $561 $122 $865 Less: Preferred stock dividends — — 7 7 — — — — Net income available to common stockholders B $262 $579 ($8) $833 $182 $561 $122 $865 Return on average tangible common equity: Average common equity (GAAP) C $4,739 $4,666 $9,949 $19,354 $4,665 $4,174 $10,560 $19,399 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 4 4 — — 7 7 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 445 445 — — 377 377 Average tangible common equity (non-GAAP) D $4,739 $4,666 $3,514 $12,919 $4,665 $4,174 $4,054 $12,893 Return on average tangible common equity (non-GAAP) B/D 5.53% 12.41% NM 6.45% 3.90% 13.43% NM 6.71% Return on average total tangible assets: Average total assets (GAAP) E $52,848 $42,800 $39,422 $135,070 $48,939 $38,483 $40,202 $127,624 Less: Average goodwill (GAAP) — — 6,876 6,876 — — 6,876 6,876 Average other intangibles (GAAP) — — 4 4 — — 7 7 Add: Average deferred tax liabilities related to goodwill (GAAP) — — 445 445 — — 377 377 Average tangible assets (non-GAAP) F $52,848 $42,800 $32,987 $128,635 $48,939 $38,483 $33,696 $121,118 Return on average total tangible assets (non-GAAP) A/F 0.50% 1.35% NM 0.65% 0.37% 1.46% NM 0.71% Efficiency ratio: Noninterest expense (GAAP) G $2,456 $709 $94 $3,259 $2,513 $652 $227 $3,392 Net interest income (GAAP) 2,198 1,162 42 3,402 2,151 1,073 77 3,301 Noninterest income (GAAP) 910 415 97 1,422 899 429 350 1,678 Total revenue H $3,108 $1,577 $139 $4,824 $3,050 $1,502 $427 $4,979 Efficiency ratio (non-GAAP) G/H 79.02% 44.94% NM 67.56% 82.39% 43.37% NM 68.12% FOR THE YEAR ENDED DECEMBER 31, 2015 2014

EX-99.3

Exhibit 99.3

Citizens Financial Group, Inc.

Financial Supplement

Fourth Quarter and Full Year 2015

1

Table of Contents	Page
Consolidated Financial Highlights	3
Consolidated Statements of Operations (unaudited)	5
Consolidated Balance Sheets (unaudited)	6
Loans and Deposits	7
Average Balance Sheets and Annualized Yields	8
Segment Financial Highlights	10
Credit-Related Information
Credit Exposure	21
Nonperforming Assets	22
Charge-offs, Recoveries and Related Ratios	23
Summary of Changes in the Allowances	25
Allowance Components	26
Capital and Ratios	27
Per-Share Related Information	28
Non-GAAP Financial Measures and Reconciliations	29
Forward-Looking Statements	37

2

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
SELECTED OPERATING DATA
Total revenue		$1,232		$1,209		$1,200		$1,183		$1,179		$23		2%		$53		4%		$4,824		$4,979		($155)		(3%)
Noninterest expense		810		798		841		810		824		12		2		(14)		(2)		3,259		3,392		(133)		(4)
Profit before provision for credit losses		422		411		359		373		355		11		3		67		19		1,565		1,587		(22)		(1)
Provision for credit losses		91		76		77		58		72		15		20		19		26		302		319		(17)		(5)
NET INCOME		221		220		190		209		197		1		—		24		12		840		865		(25)		(3)
Net income, excluding restructuring charges and special items1		221		220		215		215		217		1		—		4		2		871		790		81		10
Net income available to common stockholders		221		213		190		209		197		8		4		24		12		833		865		(32)		(4)
Net income available to common stockholders, excluding restructuring charges and special items1		221		213		215		215		217		8		4		4		2		864		790		74		9
PER COMMON SHARE DATA
Basic earnings		$0.42		$0.40		$0.35		$0.38		$0.36		$0.02		5%		$0.06		17%		$1.55		$1.55		$—		—%
Diluted earnings		0.42		0.40		0.35		0.38		0.36		0.02		5		0.06		17		1.55		1.55		—		—
Basic earnings, excluding restructuring charges and special items1		0.42		0.40		0.40		0.39		0.40		0.02		5		0.02		5		1.61		1.42		0.19		13
Diluted earnings, excluding restructuring charges and special items1		0.42		0.40		0.40		0.39		0.39		0.02		5		0.03		8		1.61		1.42		0.19		13
Cash dividends declared and paid per share		0.10		0.10		0.10		0.10		0.10		—		—		—		—		0.40		1.43		(1.03)		(72)
Book value		36.76		36.68		36.00		35.73		35.30		0.08		—		1.46		4		36.76		35.30		1.46		4
Tangible book value1		24.63		24.52		24.03		23.96		23.46		0.11		—		1.17		5		24.63		23.46		1.17		5
COMMON SHARES OUTSTANDING
Average: Basic		527,648,630		530,985,255		537,729,248		546,291,363		546,810,009		(3,336,625)		(1%)		(19,161,379)		(4%)		535,599,731		556,674,146		(21,074,415)		(4%)
Diluted		530,275,673		533,398,158		539,909,366		549,798,717		550,676,298		(3,122,485)		(1)		(20,400,625)		(4)		538,220,898		557,724,936		(19,504,038)		(3)
Common shares at period-end		527,774,428		527,636,510		537,149,717		547,490,812		545,884,519		137,918		—		(18,110,091)		(3)		527,774,428		545,884,519		(18,110,091)		(3)
Closing share price		$26.19		$23.86		$27.31		$24.13		$24.86		$2.33		10		$1.33		5		$26.19		$24.86		$1.33		5
Market capitalization		13,822		12,589		14,670		13,211		13,571		1,233		10		251		2		13,822		13,571		251		2
SEGMENT NET INCOME
Consumer Banking		$67		$68		$66		$61		$52		($1)		(1%)		$15		29%		$262		$182		$80		44%
Commercial Banking		152		145		135		147		140		7		5		12		9		579		561		18		3
Other		2		7		(11)		1		5		(5)		(71)		(3)		(60)		(1)		122		(123)		(101)
NET INCOME		$221		$220		$190		$209		$197		$1		—%		$24		12%		$840		$865		($25)		(3%)

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions, except ratio and headcount data)

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
FINANCIAL RATIOS
Net interest margin		2.77%		2.76%		2.72%		2.77%		2.80%		1bps				(3)bps				2.75%		2.83%		(8)bps
Return on average common equity		4.51		4.40		3.94		4.36		4.06		11bps				45bps				4.30		4.46		(16)bps
Return on average common equity, excluding restructuring charges and special items1		4.51		4.40		4.45		4.49		4.48		11bps				3bps				4.46		4.07		39bps
Return on average tangible common equity1		6.75		6.60		5.90		6.53		6.12		15bps				63bps				6.45		6.71		(26)bps
Return on average tangible common equity, excluding restructuring charges and special items1		6.75		6.60		6.67		6.73		6.76		15bps				(1)bps				6.69		6.13		56bps
Return on average total assets		0.64		0.65		0.56		0.63		0.60		(1)bps				4bps				0.62		0.68		(6)bps
Return on average total assets, excluding restructuring charges and special items1		0.64		0.65		0.64		0.65		0.66		(1)bps				(2)bps				0.64		0.62		2bps
Return on average total tangible assets1		0.67		0.68		0.59		0.67		0.63		(1)bps				4bps				0.65		0.71		(6)bps
Return on average total tangible assets, excluding restructuring charges and special items1		0.67		0.68		0.67		0.69		0.69		(1)bps				(2)bps				0.68		0.65		3bps
Effective income tax rate		33.45		34.12		32.69		33.68		30.56		(67)bps				289bps				33.52		31.80		172bps
Efficiency ratio1		65.76		66.02		70.02		68.49		69.88		(26)bps				(412)bps				67.56		68.12		(56)bps
Efficiency ratio, excluding restructuring charges and special items1		65.76		66.02		66.70		67.65		67.11		(26)bps				(135)bps				66.52		68.70		(218)bps
CAPITAL RATIOS - PERIOD END (PRELIMINARY)2
CET1 capital ratio3		11.7%		11.8%		11.8%		12.2%		12.4%
Tier 1 capital ratio		12.0		12.0		12.1		12.2		12.4
Total capital ratio		15.3		15.4		15.3		15.5		15.8
Tier 1 leverage ratio		10.5		10.4		10.4		10.5		10.6
SELECTED BALANCE SHEET DATA (PERIOD END)
Total assets		$138,208		$135,447		$137,251		$136,535		$132,857		$2,761		2%		$5,351		4%		$138,208		$132,857		$5,351		4%
Loans and leases:
Commercial		46,214		45,269		45,068		43,982		43,226		945		2		2,988		7		46,214		43,226		2,988		7
Retail		52,828		52,162		51,470		50,512		50,184		666		1		2,644		5		52,828		50,184		2,644		5
Total loans and leases		99,042		97,431		96,538		94,494		93,410		1,611		2		5,632		6		99,042		93,410		5,632		6
Deposits		$102,539		$101,866		$100,615		$98,990		$95,707		$673		1		$6,832		7		$102,539		$95,707		$6,832		7
Long-term borrowed funds		9,886		4,153		3,890		3,904		4,642		5,733		138		5,244		113		9,886		4,642		5,244		113
Total stockholders’ equity		19,646		19,600		19,586		19,564		19,268		46		—		378		2		19,646		19,268		378		2
Loans-to-deposits ratio (period-end balances)4		96.94%		96.06%		96.64%		95.84%		97.89%		88bps				(95)bps				96.94%		97.89%		(95)bps
Loans-to-deposits ratio (average balances)4		97.21		96.29		97.49		98.58		97.34		92bps				(13)bps				97.37		96.95		42bps
Full-time equivalent employees		17,714		17,817		17,903		17,792		17,677		(103)		(1)		37		—		17,714		17,677		37		—

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

² Basel III transitional rules for institutions applying the standardized approach to calculating risk-weighted assets became effective January 1, 2015. The capital ratios and associated components after January 1, 2015 are prepared using the Basel III standardized transitional approach. The capital ratios and associated components for periods December 31, 2014 and prior are prepared under the Basel I general capital rule.

³ Common equity tier 1 (“CET1”) capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015.

⁴ Ratios include both loans and leases held for sale and deposits held for sale.

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
INTEREST INCOME:
Interest and fees on loans and leases		$830		$812		$790		$779		$777		$18		2%		$53		7%		$3,211		$3,012		$199		7%
Interest and fees on loans held for sale		2		3		3		2		1		(1)		(33)		1		100		10		5		5		100
Interest and fees on other loans held for sale		—		3		3		1		1		(3)		(100)		(1)		(100)		7		23		(16)		(70)
Investment securities		153		154		155		159		161		(1)		(1)		(8)		(5)		621		619		2		—
Interest-bearing deposits in banks		1		2		1		1		1		(1)		(50)		—		—		5		5		—		—
Total interest income		986		974		952		942		941		12		1		45		5		3,854		3,664		190		5
INTEREST EXPENSE:
Deposits		60		65		60		52		48		(5)		(8)		12		25		237		156		81		52
Deposits held for sale		—		—		—		—		—		—		—		—		—		—		4		(4)		(100)
Federal funds purchased and securities sold under agreements to repurchase		3		4		2		7		7		(1)		(25)		(4)		(57)		16		32		(16)		(50)
Other short-term borrowed funds		16		17		19		15		19		(1)		(6)		(3)		(16)		67		89		(22)		(25)
Long-term borrowed funds		37		32		31		32		27		5		16		10		37		132		82		50		61
Total interest expense		116		118		112		106		101		(2)		(2)		15		15		452		363		89		25
Net interest income		870		856		840		836		840		14		2		30		4		3,402		3,301		101		3
NONINTEREST INCOME:
Service charges and fees		156		145		139		135		144		11		8		12		8		575		574		1		—
Card fees		60		60		60		52		58		—		—		2		3		232		233		(1)		—
Trust and investment services fees		39		41		41		36		38		(2)		(5)		1		3		157		158		(1)		(1)
Mortgage banking fees		20		18		30		33		16		2		11		4		25		101		71		30		42
Capital markets fees		15		21		30		22		25		(6)		(29)		(10)		(40)		88		91		(3)		(3)
Foreign exchange and trade finance fees		23		22		22		23		25		1		5		(2)		(8)		90		95		(5)		(5)
Bank-owned life insurance income		16		14		14		12		13		2		14		3		23		56		49		7		14
Securities gains, net		10		2		9		8		1		8		NM		9		NM		29		28		1		4
Other income		23		30		15		26		19		(7)		(23)		4		21		94		379		(285)		(75)
Total noninterest income		362		353		360		347		339		9		3		23		7		1,422		1,678		(256)		(15)
TOTAL REVENUE		1,232		1,209		1,200		1,183		1,179		23		2		53		4		4,824		4,979		(155)		(3)
Provision for credit losses		91		76		77		58		72		15		20		19		26		302		319		(17)		(5)
NONINTEREST EXPENSE:
Salaries and employee benefits		402		404		411		419		397		(2)		—		5		1		1,636		1,678		(42)		(3)
Outside services		104		89		99		79		106		15		17		(2)		(2)		371		420		(49)		(12)
Occupancy		74		75		90		80		81		(1)		(1)		(7)		(9)		319		326		(7)		(2)
Equipment expense		67		62		65		63		63		5		8		4		6		257		250		7		3
Amortization of software		38		35		37		36		43		3		9		(5)		(12)		146		145		1		1
Other operating expense		125		133		139		133		134		(8)		(6)		(9)		(7)		530		573		(43)		(8)
Total noninterest expense		810		798		841		810		824		12		2		(14)		(2)		3,259		3,392		(133)		(4)
Income before income tax expense		331		335		282		315		283		(4)		(1)		48		17		1,263		1,268		(5)		—
Income tax expense		110		115		92		106		86		(5)		(4)		24		28		423		403		20		5
NET INCOME		$221		$220		$190		$209		$197		$1		—%		$24		12%		$840		$865		($25)		(3%	)
Net income, excluding restructuring charges and special items1		$221		$220		$215		$215		$217		$1		—%		$4		2%		$871		$790		$81		10%
Net income available to common stockholders		$221		$213		$190		$209		$197		$8		4%		$24		12		$833		$865		($32)		(4)
Net income available to common stockholders, excluding restructuring charges and special items1		$221		$213		$215		$215		$217		$8		4%		$4		2%		$864		$790		$74		9%

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(dollars in millions)

PERIOD END BALANCES	AS OF										DECEMBER 31, 2015 CHANGE
	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2015				Dec 31, 2014
											$		%		$		%
ASSETS:
Cash and due from banks		$1,099		$1,067		$961		$954		$1,171		$32		3%		($72)		(6%)
Interest-bearing cash and due from banks		1,986		689		1,908		4,050		2,105		1,297		188		(119)		(6)
Interest-bearing deposits in banks		356		363		186		615		370		(7)		(2)		(14)		(4)
Securities available for sale, at fair value		17,884		18,197		18,662		19,041		18,656		(313)		(2)		(772)		(4)
Securities held to maturity		5,258		5,285		5,567		5,178		5,148		(27)		(1)		110		2
Other investment securities, at fair value		70		50		44		41		33		20		40		37		112
Other investment securities, at cost		863		822		861		861		867		41		5		(4)		—
Loans held for sale, at fair value		325		369		397		322		256		(44)		(12)		69		27
Other loans held for sale		40		51		300		54		25		(11)		(22)		15		60
Loans and leases		99,042		97,431		96,538		94,494		93,410		1,611		2		5,632		6
Less: Allowance for loan and lease losses		(1,216)		(1,201)		(1,201)		(1,202)		(1,195)		(15)		(1)		(21)		(2)
Net loans and leases		97,826		96,230		95,337		93,292		92,215		1,596		2		5,611		6
Derivative assets		625		838		665		742		629		(213)		(25)		(4)		(1)
Premises and equipment		595		560		580		584		595		35		6		—		—
Bank-owned life insurance		1,564		1,553		1,543		1,535		1,527		11		1		37		2
Goodwill		6,876		6,876		6,876		6,876		6,876		—		—		—		—
Due from broker		—		—		939		—		—		—		—		—		—
Other assets		2,841		2,497		2,425		2,390		2,384		344		14		457		19
TOTAL ASSETS		$138,208		$135,447		$137,251		$136,535		$132,857		$2,761		2%		$5,351		4%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits:
Noninterest-bearing		$27,649		$27,373		$26,678		$26,670		$26,086		$276		1%		$1,563		6%
Interest-bearing		74,890		74,493		73,937		72,320		69,621		397		1		5,269		8
Total deposits		102,539		101,866		100,615		98,990		95,707		673		1		6,832		7
Federal funds purchased and securities sold under agreements to repurchase		802		1,293		3,784		4,421		4,276		(491)		(38)		(3,474)		(81)
Other short-term borrowed funds		2,630		5,861		6,762		7,004		6,253		(3,231)		(55)		(3,623)		(58)
Derivative liabilities		485		641		556		616		612		(156)		(24)		(127)		(21)
Deferred taxes, net		730		637		558		586		493		93		15		237		48
Long-term borrowed funds		9,886		4,153		3,890		3,904		4,642		5,733		138		5,244		113
Due to broker		—		—		—		61		—		—		—		—		—
Other liabilities		1,490		1,396		1,500		1,389		1,606		94		7		(116)		(7)
TOTAL LIABILITIES		118,562		115,847		117,665		116,971		113,589		2,715		2		4,973		4
STOCKHOLDERS’ EQUITY:
Preferred stock:
$25.00 par value, 100,000,000 shares authorized		247		247		247		—		—		—		—		—		—
Common stock:
$0.01 par value, 1,000,000,000 shares authorized for each of the periods presented		6		6		6		6		6		—		—		—		—
Additional paid-in capital		18,725		18,718		18,714		18,707		18,676		7		—		49		—
Retained earnings		1,913		1,745		1,585		1,448		1,294		168		10		619		48
Treasury stock, at cost		(858)		(857)		(607)		(357)		(336)		(1)		—		(522)		(155)
Accumulated other comprehensive loss		(387)		(259)		(359)		(240)		(372)		(128)		(49)		(15)		(4)
TOTAL STOCKHOLDERS’ EQUITY		19,646		19,600		19,586		19,564		19,268		46		—		378		2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$138,208		$135,447		$137,251		$136,535		$132,857		$2,761		2%		$5,351		4%
Memo: Total tangible common equity1		$13,000		$12,939		$12,909		$13,117		$12,806		$61		—%		$194		2%

¹ This is a non-GAAP financial measure. For further information on this measure, refer to page 32.

6

LOANS AND DEPOSITS

(dollars in millions)

PERIOD END BALANCES	AS OF										DECEMBER 31, 2015 CHANGE
	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2015				Dec 31, 2014
											$		%		$		%
LOANS AND LEASES:
Commercial		$33,264		$32,726		$33,027		$32,249		$31,431		$538		2%		$1,833		6%
Commercial real estate		8,971		8,678		8,157		7,863		7,809		293		3		1,162		15
Leases		3,979		3,865		3,884		3,870		3,986		114		3		(7)		—
Total commercial		46,214		45,269		45,068		43,982		43,226		945		2		2,988		7
Residential mortgages		13,318		12,792		12,253		11,808		11,832		526		4		1,486		13
Home equity loans		2,557		2,842		3,022		3,212		3,424		(285)		(10)		(867)		(25)
Home equity lines of credit		14,674		14,707		14,917		15,127		15,423		(33)		—		(749)		(5)
Home equity loans serviced by others1		986		1,054		1,126		1,192		1,228		(68)		(6)		(242)		(20)
Home equity lines of credit serviced by others1		389		441		494		544		550		(52)		(12)		(161)		(29)
Automobile		13,828		13,876		13,727		13,179		12,706		(48)		—		1,122		9
Student		4,359		3,846		3,355		2,852		2,256		513		13		2,103		93
Credit card		1,634		1,628		1,613		1,588		1,693		6		—		(59)		(3)
Other retail		1,083		976		963		1,010		1,072		107		11		11		1
Total retail		52,828		52,162		51,470		50,512		50,184		666		1		2,644		5
Total loans and leases		$99,042		$97,431		$96,538		$94,494		$93,410		$1,611		2%		$5,632		6%
Loans held for sale, at fair value		$325		$369		$397		$322		$256		($44)		(12%)		$69		27%
Other loans held for sale		40		51		300		54		25		(11)		(22)		15		60
Loans and loans held for sale		$99,407		$97,851		$97,235		$94,870		$93,691		$1,556		2%		$5,716		6%
DEPOSITS:
Demand		$27,649		$27,373		$26,678		$26,670		$26,086		$276		1%		$1,563		6%
Checking with interest		17,921		18,350		17,114		16,738		16,394		(429)		(2)		1,527		9
Regular savings		8,218		8,011		8,080		8,398		7,824		207		3		394		5
Money market accounts		36,727		35,539		35,735		34,543		33,345		1,188		3		3,382		10
Term deposits		12,024		12,593		13,008		12,641		12,058		(569)		(5)		(34)		—
Total deposits		$102,539		$101,866		$100,615		$98,990		$95,707		$673		1		$6,832		7

¹ Our Serviced by Others (“SBO”) portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

7

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
AVERAGE BALANCES											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
ASSETS:
Interest-bearing cash and due from banks and deposits in banks		$1,526		$1,322		$2,054		$2,092		$1,784		$204		15%		($258)		(14%)		$1,746		$2,113		($367)		(17%)
Taxable investment securities		24,129		24,440		25,081		24,955		24,658		(311)		(1)		(529)		(2)		24,649		24,319		330		1
Non-taxable investment securities		9		9		10		10		10		—		—		(1)		(10)		9		11		(2)		(18)
Total investment securities		24,138		24,449		25,091		24,965		24,668		(311)		(1)		(530)		(2)		24,658		24,330		328		1
Investment securities and interest-bearing deposits		25,664		25,771		27,145		27,057		26,452		(107)		—		(788)		(3)		26,404		26,443		(39)		—
Commercial		33,080		32,832		32,855		31,911		30,962		248		1		2,118		7		32,673		29,993		2,680		9
Commercial real estate		8,855		8,406		7,947		7,700		7,427		449		5		1,428		19		8,231		7,158		1,073		15
Leases		3,884		3,936		3,894		3,895		3,874		(52)		(1)		10		—		3,902		3,776		126		3
Total commercial		45,819		45,174		44,696		43,506		42,263		645		1		3,556		8		44,806		40,927		3,879		9
Residential mortgages		13,030		12,470		11,980		11,855		11,647		560		4		1,383		12		12,338		10,729		1,609		15
Home equity loans		2,751		2,928		3,138		3,332		3,527		(177)		(6)		(776)		(22)		3,025		3,877		(852)		(22)
Home equity lines of credit		14,659		14,813		15,084		15,310		15,490		(154)		(1)		(831)		(5)		14,958		15,552		(594)		(4)
Home equity loans serviced by others1		1,017		1,086		1,134		1,193		1,252		(69)		(6)		(235)		(19)		1,117		1,352		(235)		(17)
Home equity lines of credit serviced by others1		375		425		469		522		561		(50)		(12)		(186)		(33)		453		609		(156)		(26)
Automobile		13,824		13,810		13,484		12,933		12,403		14		—		1,421		11		13,516		11,011		2,505		23
Student		4,052		3,530		3,029		2,623		2,142		522		15		1,910		89		3,313		2,148		1,165		54
Credit cards		1,625		1,616		1,606		1,637		1,663		9		1		(38)		(2)		1,621		1,651		(30)		(2)
Other retail		1,047		939		986		1,041		1,097		108		12		(50)		(5)		1,003		1,186		(183)		(15)
Total retail		52,380		51,617		50,910		50,446		49,782		763		1		2,598		5		51,344		48,115		3,229		7
Total loans and leases		98,199		96,791		95,606		93,952		92,045		1,408		1		6,154		7		96,150		89,042		7,108		8
Loans held for sale, at fair value		325		327		308		242		213		(2)		(1)		112		53		301		163		138		85
Other loans held for sale		13		128		146		91		20		(115)		(90)		(7)		(35)		95		539		(444)		(82)
Interest-earning assets		124,201		123,017		123,205		121,342		118,730		1,184		1		5,471		5		122,950		116,187		6,763		6
Allowance for loan and lease losses		(1,196)		(1,197)		(1,198)		(1,192)		(1,195)		1		—		(1)		—		(1,196)		(1,230)		34		3
Goodwill		6,876		6,876		6,876		6,876		6,876		—		—		—		—		6,876		6,876		—		—
Other noninterest-earning assets		6,417		6,407		6,638		6,299		6,260		10		—		157		3		6,440		5,791		649		11
Total noninterest-earning assets		12,097		12,086		12,316		11,983		11,941		11		—		156		1		12,120		11,437		683		6
TOTAL ASSETS		$136,298		$135,103		$135,521		$133,325		$130,671		$1,195		1%		$5,627		4%		$135,070		$127,624		$7,446		6%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Checking with interest		$17,117		$16,934		$16,561		$16,039		$15,718		$183		1%		$1,399		9%		$16,666		$14,507		$2,159		15%
Money market and savings		44,575		44,572		42,977		41,666		40,856		3		—		3,719		9		43,458		39,579		3,879		10
Term deposits		12,201		12,730		12,576		12,184		11,892		(529)		(4)		309		3		12,424		10,317		2,107		20
Total interest-bearing deposits		73,893		74,236		72,114		69,889		68,466		(343)		—		5,427		8		72,548		64,403		8,145		13
Interest-bearing deposits held for sale		—		—		—		—		—		—		—		—		—		—		1,960		(1,960)		(100)
Federal funds purchased and securities sold under agreements to repurchase2		1,635		2,880		4,372		4,607		5,075		(1,245)		(43)		(3,440)		(68)		3,364		5,699		(2,335)		(41)
Other short-term borrowed funds		4,964		5,062		6,498		6,969		6,119		(98)		(2)		(1,155)		(19)		5,865		5,640		225		4
Long-term borrowed funds		6,004		4,059		3,902		3,930		2,834		1,945		48		3,170		112		4,479		1,907		2,572		135
Total borrowed funds		12,603		12,001		14,772		15,506		14,028		602		5		(1,425)		(10)		13,708		13,246		462		3
Total interest-bearing liabilities		86,496		86,237		86,886		85,395		82,494		259		—		4,002		5		86,256		79,609		6,647		8
Total demand deposits		27,475		26,754		26,419		25,756		26,331		721		3		1,144		4		26,606		25,739		867		3
Demand deposits held for sale		—		—		—		—		—		—		—		—		—		—		462		(462)		(100)
Other liabilities		2,721		2,604		2,592		2,767		2,637		117		4		84		3		2,671		2,415		256		11
TOTAL LIABILITIES		116,692		115,595		115,897		113,918		111,462		1,097		1		5,230		5		115,533		108,225		7,308		7
STOCKHOLDERS’ EQUITY		19,606		19,508		19,624		19,407		19,209		98		1		397		2		19,537		19,399		138		1
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$136,298		$135,103		$135,521		$133,325		$130,671		$1,195		1%		$5,627		4%		$135,070		$127,624		$7,446		6%
Memo: Total average tangible common equity3		$12,948		$12,834		$12,947		$12,948		$12,730		$114		1%		$218		2%		$12,919		$12,893		$26		—%
Total deposits (interest-bearing and demand)		$101,368		$100,990		$98,533		$95,645		$94,797		$378		—%		$6,571		7%		$99,154		$92,564		$6,590		7%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² Balances are net of certain short-term receivables associated with reverse repurchase agreements; interest expense includes the full cost of the repurchase agreements and certain hedging costs.

³ This is a non-GAAP financial measure. For further information on this measure, refer to page 31.

8

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS, CONTINUED

(dollars in millions, except rates)

	QUARTERLY TRENDS																				FULL YEAR
AVERAGE ANNUALIZED YIELDS & RATES	4Q15				3Q15				2Q15				1Q15				4Q14				2015				2014
	Rate		Income/   Expense		Rate		Income/   Expense		Rate		Income/   Expense		Rate		Income/   Expense		Rate		Income/   Expense		Rate		Income/   Expense		Rate		Income/   Expense
INTEREST-EARNING ASSETS:
Interest-bearing deposits in banks		0.41%		$1		0.44%		$2		0.22%		$1		0.19%		$1		0.20%		$1		0.29%		$5		0.22%		$5
Taxable investment securities		2.52		153		2.52		154		2.47		155		2.55		159		2.61		161		2.52		621		2.55		619
Non-taxable investment securities		2.60		—		2.60		—		2.60		—		2.60		—		2.60		—		2.60		—		2.60		—
Total investment securities		2.52		153		2.52		154		2.47		155		2.55		159		2.61		161		2.52		621		2.55		619
Investment securities and interest-bearing deposits				154				156				156				160				162				626				624
Commercial		2.92		247		2.89		243		2.83		235		2.84		226		2.90		229		2.87		951		2.96		900
Commercial real estate		2.49		56		2.50		54		2.55		51		2.59		50		2.55		48		2.53		211		2.52		183
Leases		2.44		23		2.45		24		2.56		25		2.53		25		2.65		26		2.50		97		2.73		103
Total commercial		2.80		326		2.78		321		2.75		311		2.77		301		2.82		303		2.78		1,259		2.86		1,186
Residential mortgages		3.77		123		3.76		117		3.76		113		3.79		112		3.88		113		3.77		465		3.96		425
Home equity loans		5.30		37		5.32		40		5.43		42		5.40		44		5.31		47		5.38		163		5.29		205
Home equity lines of credit		2.95		109		2.97		111		2.94		110		2.94		111		2.94		114		2.95		441		2.89		450
Home equity loans serviced by others1		6.94		17		6.93		19		7.04		20		7.09		21		6.88		22		6.94		77		6.75		91
Home equity lines of credit serviced by others1		2.40		2		2.30		3		2.56		3		2.58		3		2.70		4		2.44		11		2.68		16
Automobile		2.80		98		2.75		95		2.68		90		2.78		89		2.64		83		2.75		372		2.57		282
Student		4.97		51		5.01		45		5.05		38		5.13		33		5.07		27		5.03		167		4.74		102
Credit cards		10.91		45		10.95		44		10.92		44		11.10		45		10.28		43		10.97		178		10.14		167
Other retail		8.08		22		7.72		17		7.61		19		7.59		20		7.49		21		7.75		78		7.43		88
Total retail		3.82		504		3.79		491		3.77		479		3.83		478		3.79		474		3.80		1,952		3.80		1,826
Total loans and leases		3.34		830		3.32		812		3.30		790		3.34		779		3.34		777		3.32		3,211		3.37		3,012
Loans held for sale, at fair value		3.44		2		3.69		3		3.41		3		3.29		2		3.41		1		3.47		10		3.10		5
Other loans held for sale		5.93		—		6.96		3		7.79		3		6.85		1		5.96		1		7.22		7		4.17		23
Total interest-earning assets		3.15		986		3.13		974		3.08		952		3.12		942		3.14		941		3.12		3,854		3.14		3,664
INTEREST-BEARING LIABILITIES:
Checking with interest		0.11		5		0.12		5		0.11		5		0.11		4		0.11		4		0.11		19		0.08		12
Money market and savings		0.27		30		0.29		33		0.27		29		0.25		25		0.22		23		0.27		117		0.19		77
Term deposits		0.84		25		0.84		27		0.81		26		0.78		23		0.70		21		0.82		101		0.65		67
Total interest-bearing deposits		0.33		60		0.34		65		0.33		60		0.31		52		0.28		48		0.33		237		0.24		156
Interest-bearing deposits held for sale		—		—		—		—		—		—		—		—		—		—		—		—		0.22		4
Federal funds purchased and securities sold under agreements to repurchase2		0.64		3		0.52		4		0.22		2		0.60		7		0.54		7		0.46		16		0.55		32
Other short-term borrowed funds		1.26		16		1.32		17		1.18		19		0.83		15		1.23		19		1.13		67		1.56		89
Long-term borrowed funds		2.44		37		3.16		32		3.19		31		3.27		32		3.93		27		2.95		132		4.25		82
Total borrowed funds		1.74		56		1.75		53		1.43		52		1.38		54		1.53		53		1.56		215		1.51		203
Total interest-bearing liabilities		0.53		116		0.54		118		0.52		112		0.50		106		0.49		101		0.52		452		0.45		363
INTEREST RATE SPREAD		2.62%				2.59%				2.56%				2.62%				2.65%				2.60%				2.69%
NET INTEREST MARGIN		2.77				2.76				2.72				2.77				2.80				2.75				2.83
Memo: Total deposit costs		0.24		60		0.25		65		0.24		60		0.22		52		0.20		48		0.24		237		0.17		160

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

² Balances are net of certain short-term receivables associated with reverse repurchase agreements; interest expense includes the full cost of the repurchase agreements and certain hedging costs.

9

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING

(dollars in millions, except ratios)

	FOURTH QUARTER 2015								THIRD QUARTER 2015								CHANGE
																	4Q15 from 3Q15
	Consumer     Banking		Commercial     Banking		Other1		Consolidated		Consumer     Banking		Commercial     Banking		Other1		Consolidated		$		%
Net interest income		$565		$301		$4		$870		$556		$299		$1		$856		$14		2%
Noninterest income		226		107		29		362		235		100		18		353		9		3
Total revenue		791		408		33		1,232		791		399		19		1,209		23		2
Noninterest expense		624		180		6		810		623		175		—		798		12		2
Profit before provision for credit losses		167		228		27		422		168		224		19		411		11		3
Provision for credit losses		65		(2)		28		91		64		3		9		76		15		20
Income before income tax expense (benefit)		102		230		(1)		331		104		221		10		335		(4)		(1)
Income tax expense		35		78		(3)		110		36		76		3		115		(5)		(4)
Net income		$67		$152		$2		$221		$68		$145		$7		$220		$1		—%
Average Balances
Total assets		$54,065		$43,835		$38,398		$136,298		$53,206		$43,113		$38,784		$135,103		$1,195		1%
Total loans and leases2		52,737		42,642		3,158		98,537		51,886		41,993		3,367		97,246		1,291		1
Deposits		70,939		24,600		5,829		101,368		70,527		24,604		5,859		100,990		378		—
Interest-earning assets		52,785		42,777		28,639		124,201		51,928		42,070		29,019		123,017		1,184		1
Key Metrics
Net interest margin		4.25%		2.80%		NM		2.77%		4.25%		2.81%		NM		2.76%		1bps
Efficiency ratio4		78.85		44.02		NM		65.76		78.72		43.75		NM		66.02		(26) bps
Loans-to-deposits ratio (average balances)		74.34		173.34		NM		97.21		73.57		170.68		NM		96.29		92bps
Return on average total tangible assets4		0.49		1.37		NM		0.67		0.51		1.34		NM		0.68		(1) bps
Return on average tangible common equity3,4		5.50		12.57		NM		6.75		5.67		12.24		NM		6.60		15bps

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans and leases held for sale.

³ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

⁴ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(dollars in millions, except ratios)

	FOURTH QUARTER 2015								FOURTH QUARTER 2014								CHANGE
																	4Q15 from 4Q14
	Consumer     Banking		Commercial     Banking		Other1		Consolidated		Consumer     Banking		Commercial     Banking		Other1		Consolidated		$		%
Net interest income		$565		$301		$4		$870		$536		$283		$21		$840		$30		4%
Noninterest income		226		107		29		362		218		111		10		339		23		7
Total revenue		791		408		33		1,232		754		394		31		1,179		53		4
Noninterest expense		624		180		6		810		611		180		33		824		(14)		(2)
Profit (loss) before provision for credit losses		167		228		27		422		143		214		(2)		355		67		19
Provision for credit losses		65		(2)		28		91		64		1		7		72		19		26
Income (loss) before income tax expense (benefit)		102		230		(1)		331		79		213		(9)		283		48		17
Income tax expense (benefit)		35		78		(3)		110		27		73		(14)		86		24		28
Net income		$67		$152		$2		$221		$52		$140		$5		$197		$24		12%
Average Balances
Total assets		$54,065		$43,835		$38,398		$136,298		$50,546		$40,061		$40,064		$130,671		$5,627		4%
Total loans and leases2		52,737		42,642		3,158		98,537		49,351		38,926		4,001		92,278		6,259		7
Deposits		70,939		24,600		5,829		101,368		66,374		22,500		5,923		94,797		6,571		7
Interest-earning assets		52,785		42,777		28,639		124,201		49,382		39,039		30,309		118,730		5,471		5
Key Metrics
Net interest margin		4.25%		2.80%		NM		2.77%		4.31%		2.87%		NM		2.80%		(3) bps
Efficiency ratio4		78.85		44.02		NM		65.76		81.09		45.48		NM		69.88		(412) bps
Loans-to-deposits ratio (average balances)		74.34		173.34		NM		97.21		74.35		173.01		NM		97.34		(13) bps
Return on average total tangible assets4		0.49		1.37		NM		0.67		0.40		1.38		NM		0.63		4bps
Return on average tangible common equity3,4		5.50		12.57		NM		6.75		4.30		12.76		NM		6.12		63bps

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans and leases held for sale.

³ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

⁴ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

11

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, CONTINUED

(dollars in millions, except ratios)

	FULL YEAR 2015								FULL YEAR 2014								CHANGE
																	2015 from 2014
	Consumer     Banking		Commercial     Banking		Other1		Consolidated		Consumer     Banking		Commercial     Banking		Other1		Consolidated		$		%
Net interest income		$2,198		$1,162		$42		$3,402		$2,151		$1,073		$77		$3,301		$101		3%
Noninterest income		910		415		97		1,422		899		429		350		1,678		(256)		(15)
Total revenue		3,108		1,577		139		4,824		3,050		1,502		427		4,979		(155)		(3)
Noninterest expense		2,456		709		94		3,259		2,513		652		227		3,392		(133)		(4)
Profit before provision for credit losses		652		868		45		1,565		537		850		200		1,587		(22)		(1)
Provision for credit losses		252		(13)		63		302		259		(6)		66		319		(17)		(5)
Income (loss) before income tax expense (benefit)		400		881		(18)		1,263		278		856		134		1,268		(5)		—
Income tax expense (benefit)		138		302		(17)		423		96		295		12		403		20		5
Net income (loss)		$262		$579		($1)		$840		$182		$561		$122		$865		($25)		(3%)
Average Balances
Total assets		$52,848		$42,800		$39,422		$135,070		$48,939		$38,483		$40,202		$127,624		$7,446		6%
Total loans and leases2		51,484		41,593		3,469		96,546		47,745		37,683		4,316		89,744		6,802		8
Deposits3		69,748		23,473		5,933		99,154		68,214		19,838		4,512		92,564		6,590		7
Interest-earning assets		51,525		41,689		29,736		122,950		47,777		37,809		30,601		116,187		6,763		6
Key Metrics
Net interest margin		4.27%		2.79%		NM		2.75%		4.50%		2.84%		NM		2.83%		(8) bps
Efficiency ratio5		79.02		44.94		NM		67.56		82.39		43.37		NM		68.12		(56) bps
Loans-to-deposits ratio (average balances)		73.81		177.19		NM		97.37		69.99		189.96		NM		96.95		42bps
Return on average total tangible assets5		0.50		1.35		NM		0.65		0.37		1.46		NM		0.71		(6) bps
Return on average tangible common equity4,5		5.53		12.41		NM		6.45		3.90		13.43		NM		6.71		(26) bps

¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

² Includes loans and leases held for sale.

³ Includes deposits held for sale.

⁴ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

⁵ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

12

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(dollars in millions, except ratios)

	QUARTERLY TRENDS																		FULL YEAR
CONSUMER BANKING											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Net interest income		$565		$556		$544		$533		$536		$9		2%		$29		5%		$2,198		$2,151		$47		2%
Noninterest income		226		235		230		219		218		(9)		(4)		8		4		910		899		11		1
Total revenue		791		791		774		752		754		—		—		37		5		3,108		3,050		58		2
Noninterest expense		624		623		613		596		611		1		—		13		2		2,456		2,513		(57)		(2)
Profit before provision for credit losses		167		168		161		156		143		(1)		(1)		24		17		652		537		115		21
Provision for credit losses		65		64		60		63		64		1		2		1		2		252		259		(7)		(3)
Income before income tax expense		102		104		101		93		79		(2)		(2)		23		29		400		278		122		44
Income tax expense		35		36		35		32		27		(1)		(3)		8		30		138		96		42		44
Net income		$67		$68		$66		$61		$52		($1)		(1%)		$15		29%		$262		$182		$80		44%
Average Balances
Total assets		$54,065		$53,206		$52,489		$51,602		$50,546		$859		2%		$3,519		7%		$52,848		$48,939		$3,909		8%
Total loans and leases1		52,737		51,886		51,024		50,260		49,351		851		2		3,386		7		51,484		47,745		3,739		8
Deposits2		70,939		70,527		69,963		67,518		66,374		412		1		4,565		7		69,748		68,214		1,534		2
Interest-earning assets		52,785		51,928		51,061		50,294		49,382		857		2		3,403		7		51,525		47,777		3,748		8
Key Metrics
Net interest margin		4.25%		4.25%		4.28%		4.30%		4.31%		—bps				(6) bps				4.27%		4.50%		(23) bps
Efficiency ratio4		78.85		78.72		79.25		79.25		81.09		13bps				(224) bps				79.02		82.39		(337) bps
Loans-to-deposits ratio (average balances)		74.34		73.57		72.93		74.44		74.35		77bps				(1) bps				73.81		69.99		382bps
Return on average total tangible assets4		0.49		0.51		0.51		0.48		0.40		(2) bps				9bps				0.50		0.37		13bps
Return on average tangible common equity3,4		5.50		5.67		5.66		5.30		4.30		(17) bps				120bps				5.53		3.90		163bps

¹ Includes loans and leases held for sale.

² Includes deposits held for sale.

³ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

⁴ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

13

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(dollars in millions, except ratios)

	QUARTERLY TRENDS																		FULL YEAR
COMMERCIAL BANKING											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Net interest income		$301		$299		$286		$276		$283		$2		1%		$18		6%		$1,162		$1,073		$89		8%
Noninterest income		107		100		108		100		111		7		7		(4)		(4)		415		429		(14)		(3)
Total revenue		408		399		394		376		394		9		2		14		4		1,577		1,502		75		5
Noninterest expense		180		175		181		173		180		5		3		—		—		709		652		57		9
Profit before provision for credit losses		228		224		213		203		214		4		2		14		7		868		850		18		2
Provision for credit losses		(2)		3		7		(21)		1		(5)		(167)		(3)		(300)		(13)		(6)		(7)		(117)
Income before income tax expense		230		221		206		224		213		9		4		17		8		881		856		25		3
Income tax expense		78		76		71		77		73		2		3		5		7		302		295		7		2
Net income		$152		$145		$135		$147		$140		$7		5%		$12		9%		$579		$561		$18		3%
Average Balances
Total assets		$43,835		$43,113		$42,617		$41,606		$40,061		$722		2%		$3,774		9%		$42,800		$38,483		$4,317		11%
Total loans and leases1		42,642		41,993		41,467		40,241		38,926		649		2		3,716		10		41,593		37,683		3,910		10
Deposits2		24,600		24,604		22,717		21,932		22,500		(4)		—		2,100		9		23,473		19,838		3,635		18
Interest-earning assets		42,777		42,070		41,535		40,344		39,039		707		2		3,738		10		41,689		37,809		3,880		10
Key Metrics
Net interest margin		2.80%		2.81%		2.76%		2.77%		2.87%		(1) bps				(7) bps				2.79%		2.84%		(5) bps
Efficiency ratio4		44.02		43.75		46.07		46.01		45.48		27bps				(146) bps				44.94		43.37		157bps
Loans-to-deposits ratio (average balances)		173.34		170.68		182.54		183.48		173.01		266bps				33bps				177.19		189.96		(1,277) bps
Return on average total tangible assets4		1.37		1.34		1.27		1.43		1.38		3bps				(1) bps				1.35		1.46		(11) bps
Return on average tangible common equity3,4		12.57		12.24		11.69		13.15		12.76		33bps				(19) bps				12.41		13.43		(102) bps

¹ Includes loans and leases held for sale.

² Includes deposits held for sale.

³ Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

⁴ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

14

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(dollars in millions)

	QUARTERLY TRENDS									FULL YEAR
OTHER1						4Q15 Change						2015 Change
	4Q15	3Q15	2Q15	1Q15	4Q14	3Q15		4Q14		2015	2014	2014
						$	%	$	%			$	%
Net interest income	$4	$1	$10	$27	$21	$3	300%	($17)	(81%)	$42	$77	($35)	(45%)
Noninterest income	29	18	22	28	10	11	61	19	190	97	350	(253)	(72)
Total revenue	33	19	32	55	31	14	74	2	6	139	427	(288)	(67)
Noninterest expense	6	—	47	41	33	6	—	(27)	(82)	94	227	(133)	(59)
Profit (loss) before provision for credit losses	27	19	(15)	14	(2)	8	42	29	1,450	45	200	(155)	(78)
Provision for credit losses	28	9	10	16	7	19	211	21	300	63	66	(3)	(5)
Income (loss) before income tax expense (benefit)	(1)	10	(25)	(2)	(9)	(11)	(110)	8	89	(18)	134	(152)	(113)
Income tax expense (benefit)	(3)	3	(14)	(3)	(14)	(6)	(200)	11	79	(17)	12	(29)	(242)
Net income (loss)	$2	$7	($11)	$1	$5	($5)	(71%)	($3)	(60%)	($1)	$122	($123)	(101%)
Average Balances
Total assets	$38,398	$38,784	$40,415	$40,117	$40,064	($386)	(1%)	($1,666)	(4%)	$39,422	$40,202	($780)	(2%)
Total loans and leases	3,158	3,367	3,569	3,784	4,001	(209)	(6)	(843)	(21)	3,469	4,316	(847)	(20)
Deposits	5,829	5,859	5,853	6,195	5,923	(30)	(1)	(94)	(2)	5,933	4,512	1,421	31
Interest-earning assets	28,639	29,019	30,609	30,704	30,309	(380)	(1)	(1,670)	(6)	29,736	30,601	(865)	(3)

 ¹ Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other unallocated assets, liabilities, capital, revenues, provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

15

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATED

(dollars in millions, except ratios)

	QUARTERLY TRENDS																		FULL YEAR
CONSOLIDATED											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Net interest income		$870		$856		$840		$836		$840		$14		2%		$30		4%		$3,402		$3,301		$101		3%
Noninterest income		362		353		360		347		339		9		3		23		7		1,422		1,678		(256)		(15)
Total revenue		1,232		1,209		1,200		1,183		1,179		23		2		53		4		4,824		4,979		(155)		(3)
Noninterest expense		810		798		841		810		824		12		2		(14)		(2)		3,259		3,392		(133)		(4)
Profit before provision for credit losses		422		411		359		373		355		11		3		67		19		1,565		1,587		(22)		(1)
Provision for credit losses		91		76		77		58		72		15		20		19		26		302		319		(17)		(5)
Income before income tax expense		331		335		282		315		283		(4)		(1)		48		17		1,263		1,268		(5)		—
Income tax expense		110		115		92		106		86		(5)		(4)		24		28		423		403		20		5
Net income		$221		$220		$190		$209		$197		$1		—%		$24		12%		$840		$865		($25)		(3%)
Average Balances
Total assets		$136,298		$135,103		$135,521		$133,325		$130,671		$1,195		1%		$5,627		4%		$135,070		$127,624		$7,446		6%
Total loans and leases1		98,537		97,246		96,060		94,285		92,278		1,291		1		6,259		7		96,546		89,744		6,802		8
Deposits2		101,368		100,990		98,533		95,645		94,797		378		—		6,571		7		99,154		92,564		6,590		7
Interest-earning assets		124,201		123,017		123,205		121,342		118,730		1,184		1		5,471		5		122,950		116,187		6,763		6
Key Metrics
Net interest margin		2.77%		2.76%		2.72%		2.77%		2.80%		1bps				(3) bps				2.75%		2.83%		(8) bps
Efficiency ratio3		65.76		66.02		70.02		68.49		69.88		(26) bps				(412) bps				67.56		68.12		(56) bps
Loans-to-deposits ratio (average balances)		97.21		96.29		97.49		98.58		97.34		92bps				(13) bps				97.37		96.95		42bps
Return on average total tangible assets3		0.67		0.68		0.59		0.67		0.63		(1) bps				4bps				0.65		0.71		(6) bps
Return on average tangible common equity3		6.75		6.60		5.90		6.53		6.12		15bps				63bps				6.45		6.71		(26) bps

¹ Includes loans and leases held for sale.

² Includes deposits held for sale.

³ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

16

SEGMENT FINANCIAL HIGHLIGHTS

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Net interest income:
Consumer Banking		$565		$556		$544		$533		$536		$9		2%		$29		5%		$2,198		$2,151		$47		2%
Commercial Banking		301		299		286		276		283		2		1		18		6		1,162		1,073		89		8
Other		4		1		10		27		21		3		300		(17)		(81)		42		77		(35)		(45)
Net interest income		$870		$856		$840		$836		$840		$14		2%		$30		4%		$3,402		$3,301		$101		3%
Noninterest income:
Consumer Banking		$226		$235		$230		$219		$218		($9)		(4%)		$8		4%		$910		$899		$11		1%
Commercial Banking		107		100		108		100		111		7		7		(4)		(4)		415		429		(14)		(3)
Other		29		18		22		28		10		11		61		19		190		97		350		(253)		(72)
Noninterest income		$362		$353		$360		$347		$339		$9		3%		$23		7%		$1,422		$1,678		($256)		(15%)
Total revenue:
Consumer Banking		$791		$791		$774		$752		$754		$—		—%		$37		5%		$3,108		$3,050		$58		2%
Commercial Banking		408		399		394		376		394		9		2		14		4		1,577		1,502		75		5
Other		33		19		32		55		31		14		74		2		6		139		427		(288)		(67)
Total revenue		$1,232		$1,209		$1,200		$1,183		$1,179		$23		2%		$53		4%		$4,824		$4,979		($155)		(3%)
Noninterest expense:
Consumer Banking		$624		$623		$613		$596		$611		$1		—%		$13		2%		$2,456		$2,513		($57)		(2%)
Commercial Banking		180		175		181		173		180		5		3		—		—		709		652		57		9
Other		6		—		47		41		33		6		—		(27)		(82)		94		227		(133)		(59)
Noninterest expense		$810		$798		$841		$810		$824		$12		2%		($14)		(2%)		$3,259		$3,392		($133)		(4%)
Profit before provision for credit losses:
Consumer Banking		$167		$168		$161		$156		$143		($1)		(1%)		$24		17%		$652		$537		$115		21%
Commercial Banking		228		224		213		203		214		4		2		14		7		868		850		18		2
Other		27		19		(15)		14		(2)		8		42		29		1,450		45		200		(155)		(78)
Profit before provision for credit losses		$422		$411		$359		$373		$355		$11		3%		$67		19%		$1,565		$1,587		($22)		(1%)

17

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Provision for credit losses:
Consumer Banking		$65		$64		$60		$63		$64		$1		2%		$1		2%		$252		$259		($7)		(3%)
Commercial Banking		(2)		3		7		(21)		1		(5)		(167)		(3)		(300)		(13)		(6)		(7)		(117)
Other		28		9		10		16		7		19		211		21		300		63		66		(3)		(5)
Provision for credit losses		$91		$76		$77		$58		$72		$15		20%		$19		26%		$302		$319		($17)		(5%)
Income before income tax expense:
Consumer Banking		$102		$104		$101		$93		$79		($2)		(2%)		$23		29%		$400		$278		$122		44%
Commercial Banking		230		221		206		224		213		9		4		17		8		881		856		25		3
Other		(1)		10		(25)		(2)		(9)		(11)		(110)		8		89		(18)		134		(152)		(113)
Income before income tax expense		$331		$335		$282		$315		$283		($4)		(1%)		$48		17%		$1,263		$1,268		($5)		—%
Income tax expense:
Consumer Banking		$35		$36		$35		$32		$27		($1)		(3%)		$8		30%		$138		$96		$42		44%
Commercial Banking		78		76		71		77		73		2		3		5		7		302		295		7		2
Other		(3)		3		(14)		(3)		(14)		(6)		(200)		11		79		(17)		12		(29)		(242)
Income tax expense		$110		$115		$92		$106		$86		($5)		(4%)		$24		28%		$423		$403		$20		5%
Net income:
Consumer Banking		$67		$68		$66		$61		$52		($1)		(1%)		$15		29%		$262		$182		$80		44%
Commercial Banking		152		145		135		147		140		7		5		12		9		579		561		18		3
Other		2		7		(11)		1		5		(5)		(71)		(3)		(60)		(1)		122		(123)		(101)
Net income		$221		$220		$190		$209		$197		$1		—%		$24		12%		$840		$865		($25)		(3%)

18

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
AVERAGE BALANCES											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Total assets:
Consumer Banking		$54,065		$53,206		$52,489		$51,602		$50,546		$859		2%		$3,519		7%		$52,848		$48,939		$3,909		8%
Commercial Banking		43,835		43,113		42,617		41,606		40,061		722		2		3,774		9		42,800		38,483		4,317		11
Other		38,398		38,784		40,415		40,117		40,064		(386)		(1)		(1,666)		(4)		39,422		40,202		(780)		(2)
Total assets		$136,298		$135,103		$135,521		$133,325		$130,671		$1,195		1%		$5,627		4%		$135,070		$127,624		$7,446		6%
Loans and leases1:
Consumer Banking		$52,737		$51,886		$51,024		$50,260		$49,351		$851		2%		$3,386		7%		$51,484		$47,745		$3,739		8%
Commercial Banking		42,642		41,993		41,467		40,241		38,926		649		2		3,716		10		41,593		37,683		3,910		10
Other		3,158		3,367		3,569		3,784		4,001		(209)		(6)		(843)		(21)		3,469		4,316		(847)		(20)
Total loans and leases		$98,537		$97,246		$96,060		$94,285		$92,278		$1,291		1%		$6,259		7%		$96,546		$89,744		$6,802		8%
Deposits2:
Consumer Banking		$70,939		$70,527		$69,963		$67,518		$66,374		$412		1%		$4,565		7%		$69,748		$68,214		$1,534		2%
Commercial Banking		24,600		24,604		22,717		21,932		22,500		(4)		—		2,100		9		23,473		19,838		3,635		18
Other		5,829		5,859		5,853		6,195		5,923		(30)		(1)		(94)		(2)		5,933		4,512		1,421		31
Total deposits		$101,368		$100,990		$98,533		$95,645		$94,797		$378		—%		$6,571		7%		$99,154		$92,564		$6,590		7%
Interest-earning assets:
Consumer Banking		$52,785		$51,928		$51,061		$50,294		$49,382		$857		2%		$3,403		7%		$51,525		$47,777		$3,748		8%
Commercial Banking		42,777		42,070		41,535		40,344		39,039		707		2		3,738		10		41,689		37,809		3,880		10
Other		28,639		29,019		30,609		30,704		30,309		(380)		(1)		(1,670)		(6)		29,736		30,601		(865)		(3)
Total interest-earning assets		$124,201		$123,017		$123,205		$121,342		$118,730		$1,184		1%		$5,471		5%		$122,950		$116,187		$6,763		6%

¹ Includes loans and leases held for sale.

² Includes deposits held for sale.

19

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

	QUARTERLY TRENDS																FULL YEAR
KEY METRICS											4Q15 Change										2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15			4Q14			2015		2014		2014
											bps			bps							bps
Net Interest Margin (NIM)
Consumer Banking		4.25%		4.25%		4.28%		4.30%		4.31%		—	—		(6)	—		4.27%		4.50%		(23)	—
Commercial Banking		2.80		2.81		2.76		2.77		2.87		(1)	—		(7)	—		2.79		2.84		(5)	—
Other		NM		NM		NM		NM		NM		—	—		—	—		NM		NM		—	—
NIM		2.77		2.76		2.72		2.77		2.80		1	—		(3)	—		2.75		2.83		(8)	—
Efficiency Ratio3
Consumer Banking		78.85%		78.72%		79.25%		79.25%		81.09%		13	—		(224)	—		79.02%		82.39%		(337)	—
Commercial Banking		44.02		43.75		46.07		46.01		45.48		27	—		(146)	—		44.94		43.37		157	—
Other		NM		NM		NM		NM		NM		—	—		—	—		NM		NM		—	—
Efficiency Ratio		65.76		66.02		70.02		68.49		69.88		(26)	—		(412)	—		67.56		68.12		(56)	—
Loans to Deposits Ratio (average balances) (LDR)1
Consumer Banking		74.34%		73.57%		72.93%		74.44%		74.35%		77	—		(1)	—		73.81%		69.99%		382	—
Commercial Banking		173.34		170.68		182.54		183.48		173.01		266	—		33	—		177.19		189.96		(1,277)	—
Other		NM		NM		NM		NM		NM		—	—		—	—		NM		NM		—	—
LDR		97.21		96.29		97.49		98.58		97.34		92	—		(13)	—		97.37		96.95		42	—
Return on Average Total Tangible Assets (ROTA)3
Consumer Banking		0.49%		0.51%		0.51%		0.48%		0.40%		(2)	—		9	—		0.50%		0.37%		13	—
Commercial Banking		1.37		1.34		1.27		1.43		1.38		3	—		(1)	—		1.35		1.46		(11)	—
Other		NM		NM		NM		NM		NM		—	—		—	—		NM		NM		—	—
ROTA		0.67		0.68		0.59		0.67		0.63		(1)	—		4	—		0.65		0.71		(6)	—
Return on Average Tangible Common Equity (ROTCE)2,3
Consumer Banking		5.50%		5.67%		5.66%		5.30%		4.30%		(17)	—		120	—		5.53%		3.90%		163	—
Commercial Banking		12.57		12.24		11.69		13.15		12.76		33	—		(19)	—		12.41		13.43		(102)	—
Other		NM		NM		NM		NM		NM		—	—		—	—		NM		NM		—	—
ROTCE		6.75		6.60		5.90		6.53		6.12		15	—		63	—		6.45		6.71		(26)	—

¹ Includes loans and leases and deposits held for sale.

² Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements.

³ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

20

CREDIT-RELATED INFORMATION

(dollars in millions)

	AS OF										DECEMBER 31, 2015 CHANGE
	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2015				Dec 31, 2014
											$		%		$		%
CREDIT EXPOSURE:
Commercial		$33,264		$32,726		$33,027		$32,249		$31,431		$538		2%		$1,833		6%
Commercial real estate		8,971		8,678		8,157		7,863		7,809		293		3		1,162		15
Leases		3,979		3,865		3,884		3,870		3,986		114		3		(7)		—
Total commercial		46,214		45,269		45,068		43,982		43,226		945		2		2,988		7
Residential mortgages		13,318		12,792		12,253		11,808		11,832		526		4		1,486		13
Home equity loans		2,557		2,842		3,022		3,212		3,424		(285)		(10)		(867)		(25)
Home equity lines of credit		14,674		14,707		14,917		15,127		15,423		(33)		—		(749)		(5)
Home equity loans serviced by others1		986		1,054		1,126		1,192		1,228		(68)		(6)		(242)		(20)
Home equity lines of credit serviced by others1		389		441		494		544		550		(52)		(12)		(161)		(29)
Automobile		13,828		13,876		13,727		13,179		12,706		(48)		—		1,122		9
Student		4,359		3,846		3,355		2,852		2,256		513		13		2,103		93
Credit card		1,634		1,628		1,613		1,588		1,693		6		—		(59)		(3)
Other retail		1,083		976		963		1,010		1,072		107		11		11		1
Total retail		52,828		52,162		51,470		50,512		50,184		666		1		2,644		5
Total loans and leases		99,042		97,431		96,538		94,494		93,410		1,611		2		5,632		6
Derivative receivable - commercial		619		828		658		733		622		(209)		(25)		(3)		—
Derivative receivable - retail		6		10		7		9		7		(4)		(40)		(1)		(14)
Total derivative receivable		625		838		665		742		629		(213)		(25)		(4)		(1)
Total credit-related assets		99,667		98,269		97,203		95,236		94,039		1,398		1		5,628		6
Undrawn commitments to extend credit - commercial		30,823		29,751		29,422		29,110		29,646		1,072		4		1,177		4
Financial standby letters of credit		2,010		2,077		2,181		2,292		2,315		(67)		(3)		(305)		(13)
Performance letters of credit		42		45		55		60		65		(3)		(7)		(23)		(35)
Commercial letters of credit		87		63		59		58		75		24		38		12		16
Marketing rights		47		47		49		51		51		—		—		(4)		(8)
Risk participation agreements		26		39		22		26		19		(13)		(33)		7		37
Total commercial lending-related arrangements		33,035		32,022		31,788		31,597		32,171		1,013		3		864		3
Undrawn commitments to extend credit - retail		25,701		25,755		26,465		26,114		26,253		(54)		—		(552)		(2)
Residential mortgage loans sold with recourse		10		11		12		10		11		(1)		(9)		(1)		(9)
Total retail lending-related arrangements		25,711		25,766		26,477		26,124		26,264		(55)		—		(553)		(2)
Total lending-related arrangements		58,746		57,788		58,265		57,721		58,435		958		2		311		1
Total credit exposure		$158,413		$156,057		$155,468		$152,957		$152,474		$2,356		2%		$5,939		4%
Memo: Total credit exposure by product category
Commercial exposure		$79,868		$78,119		$77,514		$76,312		$76,019		$1,749		2%		$3,849		5%
Retail exposure		78,545		77,938		77,954		76,645		76,455		607		1		2,090		3
Total credit exposure		$158,413		$156,057		$155,468		$152,957		$152,474		$2,356		2%		$5,939		4%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

21

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions, except ratios)

	AS OF										DECEMBER 31, 2015 CHANGE
	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2015				Dec 31, 2014
											$		%		$		%
NONPERFORMING ASSETS:
Commercial		$71		$88		$83		$97		$114		($17)		(19%)		($43)		(38%)
Commercial real estate		77		42		42		60		50		35		83		27		54
Leases		—		—		—		1		—		—		—		—		—
Total commercial		148		130		125		158		164		18		14		(16)		(10)
Residential mortgages		331		324		329		347		345		7		2		(14)		(4)
Home equity loans3		135		144		151		180		203		(9)		(6)		(68)		(33)
Home equity lines of credit3		272		270		292		300		257		2		1		15		6
Home equity loans serviced by others2		38		39		44		44		47		(1)		(3)		(9)		(19)
Home equity lines of credit serviced by others2		32		31		26		25		25		1		3		7		28
Automobile		42		38		30		30		21		4		11		21		100
Student		41		39		35		30		17		2		5		24		141
Credit card		16		15		14		16		17		1		7		(1)		(6)
Other retail		5		4		4		6		5		1		25		—		—
Total retail		912		904		925		978		937		8		1		(25)		(3)
Nonperforming loans and leases1		1,060		1,034		1,050		1,136		1,101		26		3		(41)		(4)
Commercial		1		1		1		1		3		—		—		(2)		(67)
Retail		45		38		37		37		39		7		18		6		15
Other real estate owned		46		39		38		38		42		7		18		4		10
Nonperforming assets		$1,106		$1,073		$1,088		$1,174		$1,143		$33		3%		($37)		(3%)
NONPERFORMING ASSETS BY PRODUCT CATEGORY:
Commercial		$149		$131		$126		$159		$167		$18		14%		($18)		(11%)
Retail		957		942		962		1,015		976		15		2		(19)		(2)
Nonperforming assets		$1,106		$1,073		$1,088		$1,174		$1,143		$33		3%		($37)		(3%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		1.23%		1.23%		1.24%		1.27%		1.28%		—bps				(5) bps
Allowance for loan and lease losses to nonperforming loans and leases		114.64		116.12		114.37		105.75		108.51		(148) bps				613 bps
Nonperforming loans and leases to loans and leases		1.07		1.06		1.09		1.20		1.18		1bps				(11) bps
Nonperforming assets to total assets		0.80		0.79		0.79		0.86		0.86		1bps				(6) bps
1MEMO:
Accruing loans past due 90 days or more included above		$9		$15		$8		$9		$8		($6)		(40%)		$1		13%

² Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

³ Restated September 30, 2015, June 30, 2015, and March 31, 2015 to conform to the current period presentation.

22

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
GROSS CHARGE-OFFS:
Commercial		$3		$10		$12		$5		$9		($7)		(70%)		($6)		(67%)		$30		$31		($1)		(3%)
Commercial real estate		1		1		3		1		4		—		—		(3)		(75)		6		12		(6)		(50)
Leases		—		—		—		—		—		—		—		—		—		—		—		—		—
Total commercial		4		11		15		6		13		(7)		(64)		(9)		(69)		36		43		(7)		(16)
Residential mortgages		5		5		6		6		6		—		—		(1)		(17)		22		36		(14)		(39)
Home equity loans		11		8		6		9		11		3		38		—		—		34		55		(21)		(38)
Home equity lines of credit		9		11		17		22		16		(2)		(18)		(7)		(44)		59		80		(21)		(26)
Home equity loans serviced by others1		9		8		7		8		11		1		13		(2)		(18)		32		55		(23)		(42)
Home equity lines of credit serviced by others1		4		3		3		4		2		1		33		2		100		14		12		2		17
Automobile		39		31		24		23		16		8		26		23		144		117		41		76		185
Student		14		12		15		10		16		2		17		(2)		(13)		51		54		(3)		(6)
Credit card		14		14		16		15		15		—		—		(1)		(7)		59		64		(5)		(8)
Other retail		15		17		12		12		13		(2)		(12)		2		15		56		53		3		6
Total retail		120		109		106		109		106		11		10		14		13		444		450		(6)		(1)
Total gross charge-offs		$124		$120		$121		$115		$119		$4		3%		$5		4%		$480		$493		($13)		(3%)
GROSS RECOVERIES:
Commercial		$4		$3		$5		$6		$4		$1		33%		$—		—%		$18		$35		($17)		(49%)
Commercial real estate		3		3		3		22		7		—		—		(4)		(57)		31		23		8		35
Leases		—		—		—		—		—		—		—		—		—		—		—		—		—
Total commercial		7		6		8		28		11		1		17		(4)		(36)		49		58		(9)		(16)
Residential mortgages		4		3		2		3		2		1		33		2		100		12		11		1		9
Home equity loans		4		3		2		2		5		1		33		(1)		(20)		11		24		(13)		(54)
Home equity lines of credit		4		3		6		5		3		1		33		1		33		18		15		3		20
Home equity loans serviced by others1		4		5		5		3		6		(1)		(20)		(2)		(33)		17		21		(4)		(19)
Home equity lines of credit serviced by others1		2		2		2		2		1		—		—		1		100		8		5		3		60
Automobile		15		14		11		9		6		1		7		9		150		49		20		29		145
Student		3		3		3		3		3		—		—		—		—		12		9		3		33
Credit card		2		2		2		2		2		—		—		—		—		8		7		1		14
Other retail		2		4		2		4		—		(2)		(50)		2		—		12		—		12		—
Total retail		40		39		35		33		28		1		3		12		43		147		112		35		31
Total gross recoveries		$47		$45		$43		$61		$39		$2		4%		$8		21%		$196		$170		$26		15%
NET CHARGE-OFFS (RECOVERIES):
Commercial		($1)		$7		$7		($1)		$5		($8)		(114%)		($6)		(120%)		$12		($4)		$16		400%
Commercial real estate		(2)		(2)		—		(21)		(3)		—		—		1		33		(25)		(11)		(14)		(127)
Leases		—		—		—		—		—		—		—		—		—		—		—		—		—
Total commercial		(3)		5		7		(22)		2		(8)		(160)		(5)		(250)		(13)		(15)		2		13
Residential mortgages		1		2		4		3		4		(1)		(50)		(3)		(75)		10		25		(15)		(60)
Home equity loans		7		5		4		7		6		2		40		1		17		23		31		(8)		(26)
Home equity lines of credit		5		8		11		17		13		(3)		(38)		(8)		(62)		41		65		(24)		(37)
Home equity loans serviced by others1		5		3		2		5		5		2		67		—		—		15		34		(19)		(56)
Home equity lines of credit serviced by others1		2		1		1		2		1		1		100		1		100		6		7		(1)		(14)
Automobile		24		17		13		14		10		7		41		14		140		68		21		47		224
Student		11		9		12		7		13		2		22		(2)		(15)		39		45		(6)		(13)
Credit card		12		12		14		13		13		—		—		(1)		(8)		51		57		(6)		(11)
Other retail		13		13		10		8		13		—		—		—		—		44		53		(9)		(17)
Total retail		80		70		71		76		78		10		14		2		3		297		338		(41)		(12)
Total net charge-offs (recoveries)		$77		$75		$78		$54		$80		$2		3%		($3)		(4%)		$284		$323		($39)		(12%)

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

23

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions, except rates)

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES:
Commercial		(0.01%)		0.08%		0.10%		(0.02%)		0.06%		(9) bps				(7) bps				0.04%		(0.01%)		5 bps
Commercial real estate		(0.11)		(0.11)		(0.03)		(1.07)		(0.15)		— bps				4 bps				(0.31)		(0.14)		(17) bps
Leases		—		—		—		—		—		— bps				— bps				—		(0.01)		1 bps
Total commercial		(0.03)		0.04		0.07		(0.20)		0.02		(7) bps				(5) bps				(0.03)		(0.04)		1 bps
Residential mortgages		0.05		0.05		0.14		0.11		0.14		— bps				(9) bps				0.09		0.23		(14) bps
Home equity loans		1.07		0.60		0.56		0.81		0.45		47 bps				62 bps				0.76		0.77		(1) bps
Home equity lines of credit		0.12		0.21		0.29		0.46		0.34		(9) bps				(22) bps				0.27		0.42		(15) bps
Home equity loans serviced by others1		1.81		1.12		0.70		1.49		1.67		69 bps				14 bps				1.26		2.51		(125) bps
Home equity lines of credit serviced by others1		1.99		1.23		0.89		1.56		0.81		76 bps				118 bps				1.37		1.22		15 bps
Automobile		0.71		0.50		0.38		0.42		0.34		21 bps				37 bps				0.51		0.20		31 bps
Student		1.07		1.07		1.56		1.13		2.36		— bps				(129) bps				1.19		1.98		(79) bps
Credit card		2.98		2.96		3.36		3.26		3.28		2 bps				(30) bps				3.14		3.49		(35) bps
Other retail		4.38		5.56		4.42		3.30		4.82		(118) bps				(44) bps				4.39		4.60		(21) bps
Total retail		0.60		0.54		0.56		0.61		0.62		6 bps				(2) bps				0.58		0.70		(12) bps
Total loans and leases		0.31%		0.31%		0.33%		0.23%		0.35%		— bps				(4) bps				0.30%		0.36%		(6) bps
Memo: Average loans:
Commercial		$33,080		$32,832		$32,855		$31,911		$30,962		$248		1%		$2,118		7%		32,673		29,993		$2,680		9%
Commercial real estate		8,855		8,406		7,947		7,700		7,427		449		5		1,428		19		8,231		7,158		1,073		15
Leases		3,884		3,936		3,894		3,895		3,874		(52)		(1)		10		—		3,902		3,776		126		3
Total commercial		45,819		45,174		44,696		43,506		42,263		645		1		3,556		8		44,806		40,927		3,879		9
Residential mortgages		13,030		12,470		11,980		11,855		11,647		560		4		1,383		12		12,338		10,729		1,609		15
Home equity loans		2,751		2,928		3,138		3,332		3,527		(177)		(6)		(776)		(22)		3,025		3,877		(852)		(22)
Home equity lines of credit		14,659		14,813		15,084		15,310		15,490		(154)		(1)		(831)		(5)		14,958		15,552		(594)		(4)
Home equity loans serviced by others1		1,017		1,086		1,134		1,193		1,252		(69)		(6)		(235)		(19)		1,117		1,352		(235)		(17)
Home equity lines of credit serviced by others1		375		425		469		522		561		(50)		(12)		(186)		(33)		453		609		(156)		(26)
Automobile		13,824		13,810		13,484		12,933		12,403		14		—		1,421		11		13,516		11,011		2,505		23
Student		4,052		3,530		3,029		2,623		2,142		522		15		1,910		89		3,313		2,148		1,165		54
Credit card		1,625		1,616		1,606		1,637		1,663		9		1		(38)		(2)		1,621		1,651		(30)		(2)
Other retail		1,047		939		986		1,041		1,097		108		12		(50)		(5)		1,003		1,186		(183)		(15)
Total retail		52,380		51,617		50,910		50,446		49,782		763		1		2,598		5		51,344		48,115		3,229		7
Total loans and leases		$98,199		$96,791		$95,606		$93,952		$92,045		$1,408		1%		$6,154		7%		$96,150		$89,042		$7,108		8%

¹ Our SBO portfolio consists of purchased loans and lines of credit that were originally serviced by others. We now service a portion of this portfolio internally.

24

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
											$		%		$		%						$		%
Allowance for loan and lease losses - beginning		$1,201		$1,201		$1,202		$1,195		$1,201		$—		—%		$—		—%		$1,195		$1,221		($26)		(2%)
Charge-offs:
Commercial		4		11		15		6		13		(7)		(64)		(9)		(69)		36		43		(7)		(16)
Retail		120		109		106		109		106		11		10		14		13		444		450		(6)		(1)
Total charge-offs		124		120		121		115		119		4		3		5		4		480		493		(13)		(3)
Recoveries:
Commercial		7		6		8		28		11		1		17		(4)		(36)		49		58		(9)		(16)
Retail		40		39		35		33		28		1		3		12		43		147		112		35		31
Total recoveries		47		45		43		61		39		2		4		8		21		196		170		26		15
Net charge-offs		77		75		78		54		80		2		3		(3)		(4)		284		323		(39)		(12)
Provision for loan and lease losses:
Commercial		18		15		(6)		12		4		3		20		14		350		39		31		8		26
Retail		74		58		83		51		70		16		28		4		6		266		266		—		—
Total provision for loan and lease losses		92		73		77		63		74		19		26		18		24		305		297		8		3
Sale/Other		—		2		—		(2)		—		(2)		(100)		—		—		—		—		—		—
Allowance for loan and lease losses - ending		$1,216		$1,201		$1,201		$1,202		$1,195		$15		1%		$21		2%		$1,216		$1,195		$21		2
Reserve for unfunded lending commitments - beginning		$59		$56		$56		$61		$63		$3		5%		($4)		(6%)		$61		$39		$22		56%
Provision for unfunded lending commitments		(1)		3		—		(5)		(2)		(4)		(133)		1		50		(3)		22		(25)		(114)
Reserve for unfunded lending commitments - ending		58		59		56		56		61		(1)		(2)		(3)		(5)		58		61		(3)		(5)
Total allowance for credit losses - ending		$1,274		$1,260		$1,257		$1,258		$1,256		$14		1%		$18		1%		$1,274		$1,256		$18		1%

25

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

	AS OF										DECEMBER 31, 2015 CHANGE
	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2015				Dec 31, 2014
ALLOWANCE COMPONENTS											$		%		$		%
ALLOWANCE FOR CREDIT LOSSES
Individually evaluated		$36		$23		$21		$35		$20		$13		57%		$16		80%
Formula-based evaluation		618		611		600		599		585		7		1		33		6
Total commercial		654		634		621		634		605		20		3		49		8
Individually evaluated		101		104		107		107		109		(3)		(3)		(8)		(7)
Formula-based evaluation		519		522		529		517		542		(3)		(1)		(23)		(4)
Total retail		620		626		636		624		651		(6)		(1)		(31)		(5)
Total allowance for credit losses		$1,274		$1,260		$1,257		$1,258		$1,256		$14		1%		$18		1%

26

CAPITAL AND RATIOS

(dollars in millions, except ratios)

	QUARTERLY TRENDS																		FULL YEAR
											DECEMBER 31, 2015 CHANGE												2015 Change
	Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2014		Sept 30, 2015				Dec 31, 2014				2015		2014		2014
											$		%		$		%						$		%
CAPITAL RATIOS AND COMPONENTS1 (preliminary)
CET1 capital2		$13,389		$13,200		$13,270		$13,360		$13,173		$189		1%		$216		2%
Tier 1 capital		13,636		13,447		13,517		13,360		13,173		189		1		463		4
Total capital		17,505		17,307		17,123		16,969		16,781		198		1		724		4
Risk-weighted assets		114,084		112,277		112,131		109,786		105,964		1,807		2		8,120		8
Adjusted average assets3		130,455		129,334		129,505		127,165		124,539		1,121		1		5,916		5
CET1 capital ratio2		11.7%		11.8%		11.8%		12.2%		12.4%
Tier 1 capital ratio		12.0		12.0		12.1		12.2		12.4
Total capital ratio		15.3		15.4		15.3		15.5		15.8
Tier 1 leverage ratio		10.5		10.4		10.4		10.5		10.6
Proforma Basel III fully phased-in common equity tier 1 capital ratio4		11.7		11.7		11.8		12.1		12.1
TANGIBLE COMMON EQUITY (period-end):
Stockholders’ common equity		$19,399		$19,353		$19,339		$19,564		$19,268		$46		—%		$131		1%		$19,399		$19,268		$131		1%
Less: Goodwill		6,876		6,876		6,876		6,876		6,876		—		—		—		—		6,876		6,876		—		—
Less: Other intangible assets		3		3		4		5		6		—		—		(3)		(50)		3		6		(3)		(50)
Add: Deferred tax liabilities5		480		465		450		434		420		15		3		60		14		480		420		60		14
Total tangible common equity6		$13,000		$12,939		$12,909		$13,117		$12,806		$61		—%		$194		2%		$13,000		$12,806		$194		2%
TANGIBLE COMMON EQUITY (average):
Stockholders’ common equity		$19,359		$19,261		$19,391		$19,407		$19,209		$98		1%		$150		1%		$19,354		$19,399		($45)		—%
Less: Goodwill		6,876		6,876		6,876		6,876		6,876		—		—		—		—		6,876		6,876		—		—
Less: Other intangible assets		3		4		5		5		6		(1)		(25)		(3)		(50)		4		7		(3)		(43)
Add: Deferred tax liabilities5		468		453		437		422		403		15		3		65		16		445		377		68		18
Total tangible common equity6		$12,948		$12,834		$12,947		$12,948		$12,730		$114		1%		$218		2%		$12,919		$12,893		$26		—%
INTANGIBLE ASSETS (period-end):
Goodwill		$6,876		$6,876		$6,876		$6,876		$6,876		$—		—%		$—		—%		$6,876		$6,876		$—		—%
Other intangible assets		3		3		4		5		6		—		—		(3)		(50)		3		6		(3)		(50)
Total intangible assets		$6,879		$6,879		$6,880		$6,881		$6,882		$—		—%		($3)		—%		$6,879		$6,882		($3)		—%

¹ Basel III transitional rules for institutions applying the standardized approach to calculating risk-weighted assets became effective January 1, 2015. The capital ratios and associated components after January 1, 2015 are prepared using the Basel III standardized transitional approach. The capital ratios and associated components for periods December 31, 2014 and prior are prepared under the Basel I general capital rule.

² CET1 capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015.

³ Adjusted average assets include quarterly average assets, less deductions for disallowed goodwill and other intangibles assets, net of deferred tax liabilities related to tax deductible goodwill, and the accumulated other comprehensive income impact related to the adoption of post-retirement benefit plan guidance under GAAP.

⁴ Prior to Basel III becoming effective on January 1, 2015, this was a non-GAAP financial measure. For further information on this measure, refer to page 32.

⁵ Deferred tax liabilities relate to tax-deductible goodwill, which is netted against goodwill when calculating tangible common equity.

⁶ These are non-GAAP financial measures. For further information on these measures, refer to pages 31-32.

27

PER-SHARE RELATED INFORMATION

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

	QUARTERLY TRENDS																		FULL YEAR
											4Q15 Change												2015 Change
	4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
EARNINGS PER SHARE DATA											$		%		$		%						$		%
Basic earnings per share:
Net income		$221		$220		$190		$209		$197		$1		—%		$24		12%		$840		$865		($25)		(3%)
Less: Preferred stock dividends		—		7		—		—		—		(7)		(100)		—		—		7		—		7		—
Net income available to common stockholders		$221		$213		$190		$209		$197		$8		4%		$24		12%		$833		$865		($32)		(4)
Net income available to common stockholders, excluding restructuring charges and special items1		$221		$213		$215		$215		$217		$8		4%		$4		2%		$864		$790		$74		9%
Total weighted-average basic shares outstanding		527,648,630		530,985,255		537,729,248		546,291,363		546,810,009		(3,336,625)		(1)		(19,161,379)		(4)		535,599,731		556,674,146		(21,074,415)		(4)
Net income per share - basic		$0.42		$0.40		$0.35		$0.38		$0.36		$0.02		5%		$0.06		17%		$1.55		$1.55		$—		—%
Net income per share, excluding restructuring charges and special items - basic1		$0.42		$0.40		$0.40		$0.39		$0.40		$0.02		5%		$0.02		5%		$1.61		$1.42		$0.19		13%
Diluted earnings per share:
Net income applicable to common stockholders		$221		$213		$190		$209		$197		$8		4		$24		12		$833		$865		($32)		(4)
Net income applicable to common stockholders, excluding restructuring charges and special items1		$221		$213		$215		$215		$217		$8		4		$4		2		$871		$790		$81		10
Total weighted-average basic shares outstanding		527,648,630		530,985,255		537,729,248		546,291,363		546,810,009		(3,336,625)		(1)		(19,161,379)		(4)		535,599,731		556,674,146		(21,074,415)		(4)
Add: Weighted-average dilutive shares		2,627,043		2,412,903		2,180,118		3,507,354		3,866,289		214,140		9		(1,239,246)		(32)		2,621,167		1,050,790		1,570,377		NM
Total weighted-average diluted shares outstanding		530,275,673		533,398,158		539,909,366		549,798,717		550,676,298		(3,122,485)		(1)		(20,400,625)		(4)		538,220,898		557,724,936		(19,504,038)		(3)
Net income per share - diluted		$0.42		$0.40		$0.35		$0.38		$0.36		$0.02		5%		$0.06		17%		$1.55		$1.55		$—		—%
Net income per share, excluding restructuring charges and special items - diluted1		$0.42		$0.40		$0.40		$0.39		$0.39		$0.02		5%		$0.03		8%		$1.61		$1.42		$0.19		13%
COMMON SHARES OUTSTANDING
Common shares - at end of period		527,774,428		527,636,510		537,149,717		547,490,812		545,884,519		137,918		—%		(18,110,091)		(3%)		527,774,428		545,884,519		(18,110,091)		(3%)
Cash dividends declared and paid per share		$0.10		$0.10		$0.10		$0.10		$0.10		$—		—		$—		—		$0.40		$1.43		($1.03)		(72)
Book value per share		$36.76		$36.68		$36.00		$35.73		$35.30		0.08		—		1.46		4		$36.76		$35.30		1.46		4
Tangible book value per share1		$24.63		$24.52		$24.03		$23.96		$23.46		0.11		—		1.17		5		$24.63		$23.46		1.17		5
Dividend payout ratio		24%		25%		28%		26%		28%		(100) bps				NM				26%		92%		NM
SHARE PRICE
High		$27.17		$28.18		$28.71		$25.84		$25.60		($1.01)		(4%)		$1.57		6%		$28.71		$25.60		$3.11		12%
Low		22.48		21.14		24.03		22.67		21.47		1.34		6		1.01		5		21.14		21.35		(0.21)		(1)
Close		26.19		23.86		27.31		24.13		24.86		2.33		10		1.33		5		26.19		24.86		1.33		5
Market Capitalization		13,822		12,589		14,670		13,211		13,571		1,233		10		251		2		13,822		13,571		251		2

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 29-36.

28

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items)

(dollars in millions, except per-share data)

This document contains non-GAAP financial measures. The table below presents reconciliations of certain non-GAAP measures. These reconciliations exclude restructuring charges and/or special items, which are usually included, where applicable, in the financial results presented in accordance with GAAP. Restructuring charges and special items include expenses related to our efforts to improve processes and enhance efficiencies, as well as rebranding, separation from RBS and regulatory expenses.

The non-GAAP measures set forth below include “total revenue”, “noninterest income”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense (benefit)”, “income tax expense (benefit)”, “net income”, “net income available to common stockholders”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “amortization of software”, “other operating expense”, “net income per average common share”, “return of average common equity” and “return on average total assets”. In addition, we present computations for “tangible book value per common share”, “return on average tangible common equity”, “return on average total tangible assets” and “efficiency ratio” as part of our non-GAAP measures. Additionally, “pro forma Basel III fully phased-in common equity tier 1 capital” computations for periods prior to 1Q15 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 make day-to-day operating decisions. In addition, we believe restructuring charges and special items in any period do not reflect the operational performance of the business in that period and, accordingly, it is useful to consider these line items with and without restructuring charges and special items. 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.

29

		QUARTERLY TRENDS																		FULL YEAR
												4Q15 Change												2015 Change
		4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
												$		%		$		%						$		%
Noninterest income, excluding special items:
Noninterest income (GAAP)	A		$362		$353		$360		$347		$339		$9		3%		$23		7%		$1,422		$1,678		($256)		(15%)
Less: Special items - Chicago gain			—		—		—		—		—		—		—		—		—		—		288		(288)		(100)
Noninterest income, excluding special items (non-GAAP)	B		$362		$353		$360		$347		$339		$9		3%		$23		7%		$1,422		$1,390		$32		2%
Total revenue, excluding special items:
Total revenue (GAAP)	C		$1,232		$1,209		$1,200		$1,183		$1,179		$23		2%		$53		4%		$4,824		$4,979		($155)		(3%)
Less: Special items - Chicago gain			—		—		—		—		—		—		—		—		—		—		288		(288)		(100)
Total revenue, excluding special items (non-GAAP)	D		$1,232		$1,209		$1,200		$1,183		$1,179		$23		2%		$53		4%		$4,824		$4,691		$133		3%
Noninterest expense, excluding restructuring charges and special items:
Noninterest expense (GAAP)	E		$810		$798		$841		$810		$824		$12		2%		($14)		(2%)		$3,259		$3,392		($133)		(4%)
Less: Restructuring charges and special items	MM		—		—		40		10		33		—		—		(33)		(100)		50		169		(119)		(70)
Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F		$810		$798		$801		$800		$791		$12		2%		$19		2%		$3,209		$3,223		($14)		—%
Net income, excluding restructuring charges and special items:
Net income (GAAP)	G		$221		$220		$190		$209		$197		$1		—%		$24		12%		$840		$865		($25)		(3%)
Add: Restructuring charges and special items, net of income tax expense (benefit)			—		—		25		6		20		—		—		(20)		(100)		31		(75)		106		141
Net income, excluding restructuring charges and special items (non-GAAP)	H		$221		$220		$215		$215		$217		$1		—%		$4		2%		$871		$790		$81		10%
Net income available to common stockholders (GAAP), excluding restructuring charges and special items:
Net income available to common stockholders (GAAP)	I		$221		$213		$190		$209		$197		$8		4%		$24		12%		$833		$865		($32)		(4%)
Add: Restructuring charges and special items, net of income tax expense (benefit)			—		—		25		6		20		—		—		(20)		(100)		31		(75)		106		141
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	J		$221		$213		$215		$215		$217		$8		4%		$4		2%		$864		$790		$74		9%

30

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items) (CONTINUED)

(dollars in millions, except per-share data)

		QUARTERLY TRENDS																		FULL YEAR
												4Q15 Change												2015 Change
		4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
												$		%		$		%						$		%
Return on average common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	K		$19,359		$19,261		$19,391		$19,407		$19,209		$98		1%		$150		1%		$19,354		$19,399		($45)		—%
Return on average common equity, excluding restructuring charges and special items (non-GAAP)	J/K		4.51%		4.40%		4.45%		4.49%		4.48%		11 bps				3 bps				4.46%		4.07%		39bps
Return on average tangible common equity and return on average tangible common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	L		$19,359		$19,261		$19,391		$19,407		$19,209		$98		1%		$150		1%		$19,354		$19,399		($45)		—%
Less: Average goodwill (GAAP)			6,876		6,876		6,876		6,876		6,876		—		—		—		—		6,876		6,876		—		—
Less: Average other intangibles (GAAP)			3		4		5		5		6		(1)		(25)		(3)		(50)		4		7		(3)		(43)
Add: Average deferred tax liabilities related to goodwill (GAAP)			468		453		437		422		403		15		3		65		16		445		377		68		18
Average tangible common equity (non-GAAP)	M		$12,948		$12,834		$12,947		$12,948		$12,730		$114		1%		$218		2%		$12,919		$12,893		$26		—%
Return on average tangible common equity (non-GAAP)	I/M		6.75%		6.60%		5.90%		6.53%		6.12%		15bps				63bps				6.45%		6.71%		(26)bps
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)	J/M		6.75%		6.60%		6.67%		6.73%		6.76%		15bps				(1)bps				6.69%		6.13%		56bps
Return on average total assets, excluding restructuring charges and special items:
Average total assets (GAAP)	N		$136,298		$135,103		$135,521		$133,325		$130,671		$1,195		1%		$5,627		4%		$135,070		$127,624		$7,446		6%
Return on average total assets, excluding restructuring charges and special items (non-GAAP)	H/N		0.64%		0.65%		0.64%		0.65%		0.66%		(1)bps				(2)bps				0.64%		0.62%		2bps
Return on average total tangible assets and return on average total tangible assets, excluding restructuring charges and special items:
Average total assets (GAAP)	N		$136,298		$135,103		$135,521		$133,325		$130,671		$1,195		1%		$5,627		4%		$135,070		$127,624		$7,446		6%
Less: Average goodwill (GAAP)			6,876		6,876		6,876		6,876		6,876		—		—		—		—		6,876		6,876		—		—
Less: Average other intangibles (GAAP)			3		4		5		5		6		(1)		(25)		(3)		(50)		4		7		(3)		(43)
Add: Average deferred tax liabilities related to goodwill (GAAP)			468		453		437		422		403		15		3		65		16		445		377		68		18
Average tangible assets (non-GAAP)	O		$129,887		$128,676		$129,077		$126,866		$124,192		$1,211		1%		$5,695		5%		$128,635		$121,118		$7,517		6%
Return on average total tangible assets (non-GAAP)	G/O		0.67%		0.68%		0.59%		0.67%		0.63%		(1)bps				4bps				0.65%		0.71%		(6)bps
Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP)	H/O		0.67%		0.68%		0.67%		0.69%		0.69%		(1)bps				(2)bps				0.68%		0.65%		3bps
Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:
Net interest income (GAAP)			$870		$856		$840		$836		$840		$14		2%		$30		4%		$3,402		$3,301		$101		3%
Add: Noninterest income (GAAP)			362		353		360		347		339		9		3		23		7		1,422		1,678		(256)		(15)
Total revenue (GAAP)	C		$1,232		$1,209		$1,200		$1,183		$1,179		$23		2%		$53		4%		$4,824		$4,979		($155)		(3%)
Efficiency ratio (non-GAAP)	E/C		65.76%		66.02%		70.02%		68.49%		69.88%		(26)bps				(412) bps				67.56%		68.12%		(56)bps
Efficiency ratio, excluding restructuring charges and special items (non-GAAP)	F/D		65.76%		66.02%		66.70%		67.65%		67.11%		(26)bps				(135) bps				66.52%		68.70%		(218) bps

31

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items) (CONTINUED)

(dollars in millions, except per-share data)

		QUARTERLY TRENDS																		FULL YEAR
												4Q15 Change												2015 Change
		4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
												$		%		$		%						$		%
Tangible book value per common share:
Common shares - at end of period (GAAP)	P		527,774,428		527,636,510		537,149,717		547,490,812		545,884,519		137,918		—  %		(18,110,091)		(3)%		527,774,428		545,884,519		(18,110,091)		(3%)
Stockholders’ equity (GAAP)			$19,399		$19,353		$19,339		$19,564		$19,268		$46		—		$131		1		$19,399		$19,268		$131		1
Less: Goodwill (GAAP)			6,876		6,876		6,876		6,876		6,876		—		—		—		—		6,876		6,876		—		—
Less: Other intangible assets (GAAP)			3		3		4		5		6		—		—		(3)		(50)		3		6		(3)		(50)
Add: Deferred tax liabilities related to goodwill (GAAP)			480		465		450		434		420		15		3		60		14		480		420		60		14
Tangible common equity (non-GAAP)	Q		$13,000		$12,939		$12,909		$13,117		$12,806		$61		—%		$194		2%		$13,000		$12,806		$194		2%
Tangible book value per common share (non-GAAP)	Q/P		$24.63		$24.52		$24.03		$23.96		$23.46		$0.11		—%		$1.17		5%		$24.63		$23.46		$1.17		5%
Net income per average common share - basic and diluted, excluding restructuring charges and special items:
Average common shares outstanding - basic (GAAP)	R		527,648,630		530,985,255		537,729,248		546,291,363		546,810,009		(3,336,625)		(1%)		(19,161,379)		(4%)		535,599,731		556,674,146		(21,074,415)		(4%)
Average common shares outstanding - diluted (GAAP)	S		530,275,673		533,398,158		539,909,366		549,798,717		550,676,298		(3,122,485)		(1)		(20,400,625)		(4)		538,220,898		557,724,936		(19,504,038)		(3)
Net income available to common stockholders (GAAP)	I		$221		$213		$190		$209		$197		$8		4		$24		12		$833		$865		($32)		(4)
Net income per average common share - basic (GAAP)	I/R		0.42		0.40		0.35		0.38		0.36		0.02		5		0.06		17		1.55		1.55		—		—
Net income per average common share - diluted (GAAP)	I/S		0.42		0.40		0.35		0.38		0.36		0.02		5		0.06		17		1.55		1.55		—		—
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	J		221		213		215		215		217		8		4		4		2		864		790		74		9
Net income per average common share - basic, excluding restructuring charges and special items (non-GAAP)	J/R		0.42		0.40		0.40		0.39		0.40		0.02		5		0.02		5		1.61		1.42		0.19		13
Net income per average common share - diluted, excluding restructuring charges and special items (non-GAAP)	J/S		0.42		0.40		0.40		0.39		0.39		0.02		5		0.03		8		1.61		1.42		0.19		13
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 (regulatory)			$13,389		$13,200		$13,270		$13,360		$13,173
Less: Change in DTA and other threshold deductions (GAAP)			2		2		3		3		(6)
Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP)	T		$13,387		$13,198		$13,267		$13,357		$13,179
Risk-weighted assets (regulatory general risk weight approach)			$114,084		$112,277		$112,131		$109,786		$105,964
Add: Net change in credit and other risk-weighted assets (regulatory)			244		243		247		242		2,882
Basel III standardized approach risk-weighted assets (non-GAAP)	U		$114,328		$112,520		$112,378		$110,028		$108,846
Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP)1	T/U		11.7%		11.7%		11.8%		12.1%		12.1%
Salaries and employee benefits, excluding restructuring charges and special items:
Salaries and employee benefits (GAAP)	V		$402		$404		$411		$419		$397		($2)		—%		$5		1%		$1,636		$1,678		($42)		(3%)
Less: Restructuring charges and special items			(2)		—		6		(1)		1		(2)		—		(3)		(300)		3		44		(41)		(93)
Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP)	W		$404		$404		$405		$420		$396		$—		—%		$8		2%		$1,633		$1,634		($1)		—%

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.

32

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items) (CONTINUED)

(dollars in millions, except per-share data)

		QUARTERLY TRENDS																		FULL YEAR
												4Q15 Change												2015 Change
		4Q15		3Q15		2Q15		1Q15		4Q14		3Q15				4Q14				2015		2014		2014
												$		%		$		%						$		%
Outside services, excluding restructuring charges and special items:
Outside services (GAAP)	X		$104		$89		$99		$79		$106		$15		17%		($2)		(2%)		$371		$420		($49)		(12%)
Less: Restructuring charges and special items			2		—		16		8		18		2		—		(16)		(89)		26		78		(52)		(67)
Outside services, excluding restructuring charges and special items (non-GAAP)	Y		$102		$89		$83		$71		$88		$13		15%		$14		16%		$345		$342		$3		1%
Occupancy, excluding restructuring charges and special items:
Occupancy (GAAP)	Z		$74		$75		$90		$80		$81		($1)		(1%)		($7)		(9%)		$319		$326		($7)		(2%)
Less: Restructuring charges and special items			—		—		15		2		5		—		—		(5)		(100)		17		16		1		6
Occupancy, excluding restructuring charges and special items (non-GAAP)	AA		$74		$75		$75		$78		$76		($1)		(1%)		($2)		(3%)		$302		$310		($8)		(3%)
Equipment expense, excluding restructuring charges and special items:
Equipment expense (GAAP)	BB		$67		$62		$65		$63		$63		$5		8%		$4		6%		$257		$250		$7		3%
Less: Restructuring charges and special items			—		—		—		1		1		—		—		(1)		(100)		1		4		(3)		(75)
Equipment expense, excluding restructuring charges and special items (non-GAAP)	CC		$67		$62		$65		$62		$62		$5		8%		$5		8%		$256		$246		$10		4%
Amortization of software, excluding restructuring charges and special items:
Amortization of software	DD		$38		$35		$37		$36		$43		$3		9%		($5)		(12%)		$146		$145		$1		1%
Less: Restructuring charges and special items			—		—		—		—		6		—		—		(6)		(100)		—		6		(6)		(100)
Amortization of software, excluding restructuring charges and special items (non-GAAP)	EE		$38		$35		$37		$36		$37		$3		9%		$1		3%		$146		$139		$7		5%
Other operating expense, excluding restructuring charges and special items:
Other operating expense (GAAP)	FF		$125		$133		$139		$133		$134		($8)		(6%)		($9)		(7%)		$530		$573		($43)		(8%)
Less: Restructuring charges and special items			—		—		3		—		2		—		—		(2)		(100)		3		21		(18)		(86)
Other operating expense, excluding restructuring charges and special items (non-GAAP)	GG		$125		$133		$136		$133		$132		($8)		(6%)		($7)		(5%)		$527		$552		($25)		(5%)
Pre-provision profit, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)	D		$1,232		$1,209		$1,200		$1,183		$1,179		$23		2%		$53		4%		$4,824		$4,691		$133		3%
Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F		810		798		801		800		791		12		2		19		2		3,209		3,223		(14)		—
Pre-provision profit, excluding restructuring charges and special items (non-GAAP)	HH		$422		$411		$399		$383		$388		$11		3%		$34		9%		$1,615		$1,468		$147		10%
Income before income tax expense (benefit), excluding restructuring charges and special items:
Income before income tax expense (GAAP)	II		$331		$335		$282		$315		$283		($4)		(1%)		$48		17%		$1,263		$1,268		($5)		—%
Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP)			—		—		(40)		(10)		(33)		—		—		33		100		(50)		119		(169)		(142)
Income before income tax expense, excluding restructuring charges and special items (non-GAAP)	JJ		$331		$335		$322		$325		$316		($4)		(1%)		$15		5%		$1,313		$1,149		$164		14%
Income tax expense, excluding restructuring charges and special items:
Income tax expense (GAAP)	KK		$110		$115		$92		$106		$86		($5)		(4%)		$24		28%		$423		$403		$20		5%
Less: Income tax (benefit) related to restructuring charges and special items (GAAP)			—		—		(15)		(4)		(13)		—		—		13		100		(19)		44		(63)		(143)
Income tax expense, excluding restructuring charges and special items (non-GAAP)	LL		$110		$115		$107		$110		$99		($5)		(4%)		$11		11%		$442		$359		$83		23%
Restructuring charges and special expense items include:
Restructuring charges			$—		$—		$25		$1		$10		$—		—%		($10)		(100%)		26		$114		(88)		(77%)
Special items			—		—		15		9		23		—		—		(23)		(100)		24		55		(31)		(56)
Restructuring charges and special expense items	MM		$—		$—		$40		$10		$33		$—		—%		($33)		(100%)		$50		$169		($119)		(70%)

33

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(dollars in millions)

		THREE MONTHS ENDED DEC 31,								THREE MONTHS ENDED SEPT 30,								THREE MONTHS ENDED JUNE 30,
		2015								2015								2015
		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated
Net income (loss) (GAAP)	A		$67		$152		$2		$221		$68		$145		$7		$220		$66		$135		($11)		$190
Less: Preferred stock dividends			—		—		—		—		—		—		7		7		—		—		—		—
Net income available to common stockholders	B		$67		$152		$2		$221		$68		$145		$—		$213		$66		$135		($11)		$190
Return on average tangible common equity
Average common equity (GAAP)	C		$4,831		$4,787		$9,741		$19,359		$4,791		$4,722		$9,748		$19,261		$4,681		$4,625		$10,085		$19,391
Less: Average goodwill (GAAP)			—		—		6,876		6,876		—		—		6,876		6,876		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		3		3		—		—		4		4		—		—		5		5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		468		468		—		—		453		453		—		—		437		437
Average tangible common equity (non-GAAP)	D		$4,831		$4,787		$3,330		$12,948		$4,791		$4,722		$3,321		$12,834		$4,681		$4,625		$3,641		$12,947
Return on average tangible common equity (non-GAAP)	B/D		5.50%		12.57%		NM		6.75%		5.67%		12.24%		NM		6.60%		5.66%		11.69%		NM		5.90%
Return on average total tangible assets
Average total assets (GAAP)	E		$54,065		$43,835		$38,398		$136,298		$53,206		$43,113		$38,784		$135,103		$52,489		$42,617		$40,415		$135,521
Less: Average goodwill (GAAP)			—		—		6,876		6,876		—		—		6,876		6,876		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		3		3		—		—		4		4		—		—		5		5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		468		468		—		—		453		453		—		—		437		437
Average tangible assets (non-GAAP)	F		$54,065		$43,835		$31,987		$129,887		$53,206		$43,113		$32,357		$128,676		$52,489		$42,617		$33,971		$129,077
Return on average total tangible assets (non-GAAP)	A/F		0.49%		1.37%		NM		0.67%		0.51%		1.34%		NM		0.68%		0.51%		1.27%		NM		0.59%
Efficiency ratio
Noninterest expense (GAAP)	G		$624		$180		$6		$810		$623		$175		$—		$798		$613		$181		$47		$841
Net interest income (GAAP)			565		301		4		870		556		299		1		856		544		286		10		840
Noninterest income (GAAP)			226		107		29		362		235		100		18		353		230		108		22		360
Total revenue	H		$791		$408		$33		$1,232		$791		$399		$19		$1,209		$774		$394		$32		$1,200
Efficiency ratio (non-GAAP)	G/H		78.85%		44.02%		NM		65.76%		78.72%		43.75%		NM		66.02%		79.25%		46.07%		NM		70.02%

34

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS (CONTINUED)

(dollars in millions)

			THREE MONTHS ENDED MAR 31,				THREE MONTHS ENDED DEC 31,
			2015				2014
			Consumer      Banking	Commercial      Banking	Other	Consolidated	Consumer      Banking	Commercial      Banking	Other	Consolidated
Net income (loss) (GAAP)		A	$61	$147	$1	$209	$52	$140	$5	$197
Less: Preferred stock dividends			—	—	—	—	—	—	—	—
Net income available to common stockholders		B	$61	$147	$1	$209	$52	$140	$5	$197
Return on average tangible common equity
Average common equity (GAAP)		C	$4,649	$4,526	$10,232	$19,407	$4,756	$4,334	$10,119	$19,209
Less:	Average goodwill (GAAP)		—	—	6,876	6,876	—	—	6,876	6,876
	Average other intangibles (GAAP)		—	—	5	5	—	—	6	6
Add:  Average deferred tax liabilities related to goodwill (GAAP)			—	—	422	422	—	—	403	403
Average tangible common equity (non-GAAP)		D	$4,649	$4,526	$3,773	$12,948	$4,756	$4,334	$3,640	$12,730
Return on average tangible common equity (non-GAAP)		B/D	5.30%	13.15%	NM	6.53%	4.30%	12.76%	NM	6.12%
Return on average total tangible assets
Average total assets (GAAP)		E	$51,602	$41,606	$40,117	$133,325	$50,546	$40,061	$40,064	$130,671
Less:	Average goodwill (GAAP)		—	—	6,876	6,876	—	—	6,876	6,876
	Average other intangibles (GAAP)		—	—	5	5	—	—	6	6
Add:  Average deferred tax liabilities related to goodwill (GAAP)			—	—	422	422	—	—	403	403
Average tangible assets (non-GAAP)		F	$51,602	$41,606	$33,658	$126,866	$50,546	$40,061	$33,585	$124,192
Return on average total tangible assets (non-GAAP)		A/F	0.48%	1.43%	NM	0.67%	0.40%	1.38%	NM	0.63%
Efficiency ratio
Noninterest expense (GAAP)		G	$596	$173	$41	$810	$611	$180	$33	$824
Net interest income (GAAP)			533	276	27	836	536	283	21	840
Noninterest income (GAAP)			219	100	28	347	218	111	10	339
Total revenue		H	$752	$376	$55	$1,183	$754	$394	$31	$1,179
Efficiency ratio (non-GAAP)		G/H	79.25%	46.01%	NM	68.49%	81.09%	45.48%	NM	69.88%

35

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS (CONTINUED)

(dollars in millions)

		FULL YEAR
		2015								2014
		Consumer Banking		Commercial Banking		Other		Consolidated		Consumer Banking		Commercial Banking		Other		Consolidated
Net income (loss) (GAAP)	A		$262		$579		($1)		$840		$182		$561		$122		$865
Less: Preferred stock dividends			—		—		7		7		—		—		—		—
Net income available to common stockholders	B		$262		$579		($8)		$833		$182		$561		$122		$865
Return on average tangible common equity
Average common equity (GAAP)	C		$4,739		$4,666		$9,949		$19,354		$4,665		$4,174		$10,560		$19,399
Less: Average goodwill (GAAP)			—		—		6,876		6,876		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		4		4		—		—		7		7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		445		445		—		—		377		377
Average tangible common equity (non-GAAP)	D		$4,739		$4,666		$3,514		$12,919		$4,665		$4,174		$4,054		$12,893
Return on average tangible common equity (non-GAAP)	B/D		5.53%		12.41%		NM		6.45%		3.90%		13.43%		NM		6.71%
Return on average total tangible assets
Average total assets (GAAP)	E		$52,848		$42,800		$39,422		$135,070		$48,939		$38,483		$40,202		$127,624
Less: Average goodwill (GAAP)			—		—		6,876		6,876		—		—		6,876		6,876
Average other intangibles (GAAP)			—		—		4		4		—		—		7		7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—		—		445		445		—		—		377		377
Average tangible assets (non-GAAP)	F		$52,848		$42,800		$32,987		$128,635		$48,939		$38,483		$33,696		$121,118
Return on average total tangible assets (non-GAAP)	A/F		0.50%		1.35%		NM		0.65%		0.37%		1.46%		NM		0.71%
Efficiency ratio
Noninterest expense (GAAP)	G		$2,456		$709		$94		$3,259		$2,513		$652		$227		$3,392
Net interest income (GAAP)			2,198		1,162		42		3,402		2,151		1,073		77		3,301
Noninterest income (GAAP)			910		415		97		1,422		899		429		350		1,678
Total revenue	H		$3,108		$1,577		$139		$4,824		$3,050		$1,502		$427		$4,979
Efficiency ratio (non-GAAP)	G/H		79.02%		44.94%		NM		67.56%		82.39%		43.37%		NM		68.12%

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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 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;

• 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 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.

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 filed with the United States Securities and Exchange Commission on March 3, 2015.

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