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): April 21, 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 April 21, 2016, Citizens Financial Group, Inc. issued a press release reporting first quarter 2016 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 April 21, 2016
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued April 21, 2016
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2016

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: April 21, 2016

EXHIBIT INDEX

Exhibit Number	Description
99.1	Citizens Financial Group, Inc. press release dated April 21, 2016
99.2	Citizens Financial Group, Inc. earnings release presentation issued April 21, 2016
99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2016

EX-99.1

Exhibit 99.1

Citizens Financial Group, Inc. Reports First Quarter Net Income of $223 Million

Diluted EPS of $0.41 up 8% vs. 1Q15

Positive operating leverage of 3% on a year-over-year Adjusted basis*

Good traction continues on strategic growth and efficiency initiatives

Increased quarterly common stock dividend 20 percent to $0.12 per share

PROVIDENCE, RI (April 21, 2016) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported first quarter net income of $223 million, or $0.41 per diluted common share, up 7% and 8%, respectively, from $209 million and $0.38 per diluted common share in first quarter 2015. First quarter 2016 net income increased 1% from $221 million in fourth quarter 2015 and diluted earnings per common share decreased $0.01 from $0.42 in fourth quarter 2015. First quarter 2016 net income was reduced by $7 million, or $0.01 per share, related to preferred stock dividends, which were not incurred in fourth quarter 2015 or first quarter 2015. There were no net restructuring charges and special items in first quarter 2016 and fourth quarter 2015 compared with a first quarter 2015 $0.01 per diluted common share reduction related to net restructuring charges and special items.

Citizens also announced that its board of directors declared a quarterly common stock dividend of $0.12 per common share, an increase of two cents, or twenty percent. The dividend is payable on May 18, 2016, to shareholders of record at the close of business on May 4, 2016.

Chairman and Chief Executive Officer Bruce Van Saun commented, “Our first quarter results reflect solid momentum, highlighted by three percent positive operating leverage on a year-over-year basis. We are pleased to announce a twenty percent increase in the quarterly dividend, in keeping with our goal of returning capital to our shareholders. As we look forward, we remain focused on delivering a differentiated customer experience and on executing our strategic initiatives to further enhance shareholder value.”

First quarter 2016 results include the transfer of $373 million of consumer real estate secured loans classified as troubled debt restructurings (“TDRs”) to loans held for sale. This transaction positively impacts credit quality and is expected to deliver a gain upon completion of the sale targeted for the late second or early third quarter of 2016.

Return on Average Tangible Common Equity* (“ROTCE”) was 6.6% in first quarter 2016 compared to 6.7% in fourth quarter 2015 and 6.5% in first quarter 2015.

* 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.

First Quarter 2016 vs. Fourth Quarter 2015

Key Highlights

• First quarter highlights included a 9 basis point improvement in net interest margin to 2.86%, 2% average loan growth and flat expense levels with an efficiency ratio of 66%.

Results

• Total revenue of $1.23 billion up slightly vs. 4Q15 despite seasonality and card reward accounting change.

• Net interest income of $904 million was up $34 million, or 4%, reflecting the benefit of higher interest rates, commercial and retail average loan growth and stable deposit costs.

• Net interest margin of 2.86% improved 9 basis points reflecting the benefit from higher interest rates, along with improved loan mix and stable deposit costs.

• Noninterest income of $330 million decreased $32 million, largely as seasonally lower service charges and card fees and the $7 million impact of the card reward accounting change more than offset higher capital markets fees.

• Noninterest expense of $811 million remained stable as the impact of seasonally higher payroll taxes was largely offset by lower outside services costs and the benefit of the card reward accounting change.

• Efficiency ratio* of 66% was flat compared with 66% in fourth quarter 2015.

• Provision for credit losses of $91 million was stable as the impact of higher commercial charge-offs and reserve build, predominantly in the oil and gas portfolio, was largely offset by a reduction in retail credit costs.

Balance Sheet

• Average interest earning assets increased $2.0 billion, or 2%, driven by strong loan growth.

• Average deposits increased $613 million, or 1%.

• Nonperforming loans and leases (“NPLs”) to total loans and leases were flat, as higher oil and gas and nonperforming loans were partially offset by the TDR held-for-sale designation and improvement in retail credit. Allowance coverage of loans and NPLs in first quarter 2016 was broadly stable versus fourth quarter 2015.

• Capital strength remained robust with a common equity tier 1 (“CET1”) risk-based capital ratio of 11.6%.

• Completed $125 million subordinated notes repurchase as part of ongoing balance sheet optimization efforts.

2

Citizens Financial Group, Inc.

First Quarter 2016 vs. First Quarter 2015

Key Highlights

• First quarter highlights include 4% revenue growth, led by 7% average loan and deposit growth and a 9 basis point improvement in net interest margin, flat noninterest expense levels and operating leverage of 3% on an Adjusted* basis.

Results

• Total revenue of $1.23 billion, up $51 million, or 4%.

• Net interest income of $904 million increased by $68 million, or 8%.

• Net interest margin of 2.86% improved 9 basis points due to the benefit from higher interest rates, along with improved loan mix.

• Noninterest income decreased $17 million, largely reflecting lower mortgage banking fees given a material gain in 2015, and the $7 million card reward accounting change impact.

• Noninterest expense of $811 million remained relatively stable as a slight increase in salaries and employee benefits and higher outsourcing costs and equipment expense were partially offset by the card reward accounting change impact. Reported results reflect a $10 million reduction in restructuring charges and special items.

• ROTCE* of 6.6% improved 8 basis points. Preferred stock dividend impact of 21 basis points.

• Average total assets increased by $5.5 billion, or 4%, reflecting 7% loan growth.

• Tangible book value per share* increased 5%.

Update on Plan Execution

• Continued progress on initiatives to drive growth and enhance efficiency:

• Consumer Banking – New customer checking account households up 1% from first quarter 2015 with growth of 5% in deposits and 6% in service charges.

• Commercial Banking – Continued momentum with 9% loan growth from first quarter 2015 with strength in Commercial Real Estate, Corporate Finance, Mid-corporate and Industry Verticals and Franchise Finance; Treasury Solutions fee income up 20% from first quarter 2015.

• Incremental revenue and efficiency initiatives are tracking as planned.

• Balance sheet optimization initiatives to improve low-cost core deposit growth and to improve loan portfolio mix of higher-return categories is progressing well.

• TOP II initiatives are performing well, as we remain on track to deliver $90 - $115 million of pre-tax benefit in 2016.

3

Citizens Financial Group, Inc.

Earnings highlights										1Q16 change from
($s in millions, except per share data)	1Q16			4Q15			1Q15			4Q15						1Q15
										$			%			$			%
Earnings
Net interest income	$	904		$	870		$	836		$	34			4	%	$	68			8	%
Noninterest income		330			362			347			(32	)		(9	)		(17	)		(5	)
Total revenue		1,234			1,232			1,183			2			—			51			4
Noninterest expense		811			810			810			1			—			1			—
Pre-provision profit		423			422			373			1			—			50			13
Provision for credit losses		91			91			58			—			—			33			57
Net income		223			221			209			2			1			14			7
Net income available to common shareholders		216			221			209			(5	)		(2	)		7			3
After-tax restructuring charges and special items *	$	—		$	—		$	6		$	—			—	%	$	(6	)		(100	)%
Net income available to common shareholders
excluding restructuring charges and special items *	$	216		$	221		$	215		$	(5	)		(2	)%	$	1			—	%
Average common shares outstanding
Basic (in millions)		528.1			527.6			546.3			0.4			—	%		(18.2	)		(3	)%
Diluted (in millions)		530.4			530.3			549.8			0.2			—	%		(19.4	)		(4	)%
Diluted earnings per share	$	0.41		$	0.42		$	0.38		$	(0.01	)		(2	)%	$	0.03			8	%
Diluted earnings per share, excluding restructuring charges and special items *	$	0.41		$	0.42		$	0.39		$	(0.01	)		(2	)%	$	0.02			5	%
Financial ratios
Net interest margin		2.86	%		2.77	%		2.77	%		9	bps					9	bps
Noninterest income as a % of total revenue		26.7			29.4			29.3			(264	) bps					(259	) bps
Effective income tax rate		32.9			33.4			33.7			(58	) bps					(81	) bps
Efficiency ratio *		66			66			68			(10	) bps					(283	) bps
Efficiency ratio, excluding restructuring charges and special items *		66			66			68			(10	) bps					(199	) bps
Return on average tangible common equity *		6.6			6.7			6.5			(14	) bps					8	bps
Return on average tangible common equity, excluding restructuring charges and special items *		6.6			6.7			6.7			(14	) bps					(12	) bps
Return on average common equity		4.5			4.5			4.4			(6	) bps					9	bps
Return on average total assets		0.6			0.6			0.6			1	bps					2	bps
Return on average total tangible assets *		0.7	%		0.7	%		0.7	%		1	bps					1	bps
Capital adequacy (1)(2)
Common equity tier 1 capital ratio		11.6	%		11.7	%		12.2	%
Total capital ratio		15.1			15.3			15.5
Tier 1 leverage ratio		10.4	%		10.5	%		10.5	%
Asset quality (2)
Total nonperforming loans and leases as a % of total loans and leases		1.07	%		1.07	%		1.20	%		—	bps					(13	) bps
Allowance for loan and lease losses as a % of loans and leases		1.21			1.23			1.27			(2	) bps					(6	) bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		113			115			106			(121	) bps					768	bps
Net charge-offs as a % of average loans and leases		0.33	%		0.31	%		0.23	%		2	bps					10	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.

4

Citizens Financial Group, Inc.

Discussion of Results:

First quarter 2016 pre-provision profit of $423 million and net income of $223 million compare with fourth quarter 2015 pre-provision profit of $422 million and net income of $221 million. Both quarters included no net restructuring charges or special items. First quarter 2015 results were reduced by a net $10 million, or $6 million after-tax, of restructuring charges and special items, largely related to efforts to improve processes and enhance efficiencies, as well as rebranding and separating from The Royal Bank of Scotland Group plc (“RBS”). First quarter 2015 references to Adjusted* results below exclude the impact of restructuring charges and special items.

Restructuring charges and special items							1Q16 change from
($s in millions, except per share data)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Pre-tax restructuring charges and special items		—		—		10		—			NM			(10	)		NM
After-tax restructuring charges and special items		—		—		6		—			NM			(6	)		NM
Diluted EPS impact	$	—	$	—	$	0.01	$	—			NM		$	(0.01	)		NM
Adjusted results*							1Q16 change from
($s in millions)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Net interest income	$	904	$	870	$	836	$	34			4	%	$	68			8	%
Noninterest income		330		362		347		(32	)		(9	)		(17	)		(5	)
Total revenue		1,234		1,232		1,183		2			—			51			4
Adjusted noninterest expense *		811		810		800		1			—			11			1
Adjusted pre-provision profit *		423		422		383		1			—			40			10
Provision for credit losses		91		91		58		—			—			33			57
Adjusted pretax income *		332		331		325		1			—			7			2
Adjusted income tax expense *		109		110		110		(1	)		(1	)		(1	)		(1	)
Adjusted net income *	$	223	$	221	$	215	$	2			1		$	8			4
Preferred dividend		7		—		—		7			—			7			—
Adjusted net income available to common shareholders*		216		221		215		(5	)		(2	)		1			—
Adjusted diluted earnings per share*	$	0.41	$	0.42	$	0.39	$	(0.01	)		(2	)%	$	0.02			5	%

Pre-provision profit of $423 million remained relatively stable with fourth quarter 2015 as a $2 million increase in total revenue was partially offset by a slight increase in noninterest expense. First quarter 2016 net income of $223 million was up 1% from fourth quarter 2015 as revenue growth and a decrease in the effective tax rate were partially offset by modestly higher noninterest expense.

Pre-provision profit increased $40 million, or 10%, from Adjusted* first quarter 2015 levels, as a $51 million increase in total revenue was partially offset by an $11 million increase in Adjusted noninterest expense. Compared to Adjusted first quarter 2015 results, net income increased $8 million, or 4%, as the growth in pre-provision profit was partially offset by a $33 million increase in provision from first quarter 2015 levels, which reflected unusually high commercial loan recoveries. Adjusted diluted earnings per share were up 5% reflecting net income growth and a 4% reduction in share count, as well as the impact of the preferred dividend.

5

Citizens Financial Group, Inc.

Net interest income										1Q16 change from
($s in millions)	1Q16			4Q15			1Q15			4Q15						1Q15
										$			%			$			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	872		$	832		$	782		$	40			5	%	$	90			12	%
Investment securities		145			153			159			(8	)		(5	)		(14	)		(9	)
Interest-bearing deposits in banks		2			1			1			1			100			1			100
Total interest income	$	1,019		$	986		$	942		$	33			3	%	$	77			8	%
Interest expense:
Deposits	$	60		$	60		$	52		$	—			—	%	$	8			15	%
Federal funds purchased and securities sold under agreements to repurchase		1			3			7			(2	)		(67	)		(6	)		(86	)
Other short-term borrowed funds		11			16			15			(5	)		(31	)		(4	)		(27	)
Long-term borrowed funds		43			37			32			6			16			11			34
Total interest expense	$	115		$	116		$	106		$	(1	)		(1	)%	$	9			8	%
Net interest income	$	904		$	870		$	836		$	34			4	%	$	68			8	%
Net interest margin		2.86	%		2.77	%		2.77	%		9	bps					9	bps

Net interest income of $904 million in first quarter 2016 increased $34 million from fourth quarter 2015, driven by a 2% increase in average loans and a nine basis point improvement in net interest margin, partially offset by lower day count. Net interest margin of 2.86% in first quarter 2016 increased nine basis points from 2.77% in fourth quarter 2015, reflecting an improvement in loan yields from higher rates and a shift in mix toward higher-yielding categories, and lower pay-fixed swap costs, partially offset by a decrease in Federal Reserve Bank (“FRB”) stock dividend and higher borrowing costs.

Compared to first quarter 2015, net interest income increased $68 million, or 8%, reflecting 7% average loan growth and a nine basis point improvement in net interest margin. Compared to first quarter 2015, net interest margin increased nine basis points, driven by improved loan yields from higher interest rates and continued improvement in loan mix. Results also reflected the benefit of modest balance sheet deleveraging and a reduction related to the FRB stock dividend decrease and higher funding costs.

6

Citizens Financial Group, Inc.

Noninterest Income							1Q16 change from
($s in millions)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Service charges and fees	$	144	$	156	$	135	$	(12	)		(8	)%	$	9			7	%
Card fees		50		60		52		(10	)		(17	)		(2	)		(4	)
Trust and investment services fees		37		39		36		(2	)		(5	)		1			3
Mortgage banking fees		18		20		33		(2	)		(10	)		(15	)		(45	)
Capital markets fees		22		15		22		7			47			—			—
Foreign exchange and letter of credit fees		21		23		23		(2	)		(9	)		(2	)		(9	)
Securities gains, net		9		10		8		(1	)		(10	)		1			13
Other income1		29		39		38		(10	)		(26	)		(9	)		(24	)
Noninterest income	$	330	$	362	$	347	$	(32	)		(9	)%	$	(17	)		(5	)%

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

Noninterest income of $330 million decreased $32 million, or 9%, from fourth quarter 2015 driven by seasonally lower service charges and fees, lower card fees which included a $7 million card reward accounting change, and lower other income, partially offset by higher capital markets fees. Trust and investment services fees declined $2 million, reflecting the impact of market volatility and lower sales. Mortgage banking fees decreased $2 million as a decrease in mortgage servicing rights valuation and lower origination volume was partially offset by higher sale gains and spreads and higher application volumes. Capital markets fees increased $7 million, rebounding somewhat from the weak fourth quarter market conditions. Foreign exchange and letter of credit fees were down $2 million in part due to a continued decline in U.S. imports. Other income decreased $10 million, largely reflecting lower interest rate product and leasing income.

Compared to first quarter 2015, noninterest income decreased $17 million, or 5%. Excluding the $7 million impact of the card reward accounting change, noninterest income decreased by 3%. Lower mortgage banking fees, other income, card and foreign exchange fees were partially offset by an increase in service charges and fees and trust and investment services fees. Service charges and fees increased $9 million driven by consumer checking account growth and an increase in commercial cash management and commitment fees. Card fees increased by $5 million on an underlying basis. Trust and investment services fees were relatively stable. Mortgage banking income decreased $15 million from first quarter 2015 levels, which included a sizable sale gain, reflecting the impact of a decrease in mortgage servicing rights valuation and a lower level of conforming applications. Other income declined $9 million, reflecting lower leasing income partially offset by higher interest rate product income.

7

Citizens Financial Group, Inc.

Noninterest expense							1Q16 change from
($s in millions)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Salaries and employee benefits	$	425	$	402	$	419	$	23			6	%	$	6			1	%
Outside services		91		104		79		(13	)		(13	)		12			15
Occupancy		76		74		80		2			3			(4	)		(5	)
Equipment expense		65		67		63		(2	)		(3	)		2			3
Amortization of software		39		38		36		1			3			3			8
Other operating expense		115		125		133		(10	)		(8	)		(18	)		(14	)
Total noninterest expense	$	811	$	810	$	810	$	1			—	%	$	1			—	%
Restructuring charges and special items		—		—		10		—			—	%		(10	)		(100	)%
Total noninterest expense, excluding restructuring charges and special items*	$	811	$	810	$	800	$	1			—	%	$	11			1	%

Noninterest expense of $811 million in first quarter 2016 remained relatively stable compared to fourth quarter 2015. Seasonally higher salaries and employee benefits, reflecting higher payroll taxes and incentives expense, as well as higher occupancy expense were partially offset by lower outside services expense and other expense which included a $7 million benefit tied to the card reward accounting change.

Compared with first quarter 2015, noninterest expense remained stable as a $10 million decrease in restructuring charges and special items and other expense was offset by increases in outside services, salaries and employee benefits, amortization and equipment expense. Compared with first quarter 2015 Adjusted* results, noninterest expense increased $11 million as higher outside services, salary and employee benefits expense, and amortization and equipment expense were partially offset by lower other expense which reflected the card reward accounting change, and lower occupancy expense.

The effective tax rate decreased to 32.9% in first quarter 2016 compared to 33.4% in fourth quarter 2015 and 33.7% in first quarter 2015.

Consolidated balance sheet review(1)										1Q16 change from
($s in millions)	1Q16			4Q15			1Q15			4Q15						1Q15
										$			%			$			%
Total assets	$	140,077		$	138,208		$	136,535		$	1,869			1	%	$	3,542			3	%
Loans and leases and loans held for sale		101,742			99,407			94,870			2,335			2			6,872			7
Deposits		102,606			102,539			98,990			67			—			3,616			4
Average interest-earning assets (quarterly)		126,165			124,201			121,342			1,964			2			4,823			4
Stockholders’ equity		19,965			19,646			19,564			319			2			401			2
Stockholders’ common equity		19,718			19,399			19,564			319			2			154			1
Tangible common equity*	$	13,333		$	13,000		$	13,117		$	333			3	%	$	216			2	%
Loan-to-deposit ratio (period-end)(2)		99.2	%		96.9	%		95.8	%		222	bps					332	bps
Common equity tier 1 capital ratio(3)		11.6			11.7			12.2
Total capital ratio(3)		15.1	%		15.3	%		15.5	%

¹  Represents period end unless otherwise noted.

²  Includes loans held for sale.

³  Current reporting period regulatory capital ratios are preliminary. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019. Ratios also reflect the required U.S. Standardized methodology for calculating RWAs, effective January 1, 2015.

Total assets of $140.1 billion increased $1.9 billion, or 1%, from December 31, 2015, largely reflecting a $1.9 billion increase in loans and leases and a $443 million increase in derivatives, partially offset by an $810 million reduction in the investment portfolio, largely cash and interest-bearing deposits. Total assets increased $3.5 billion, or 3%, from March 31, 2015, reflecting a $6.5 billion increase in loans and leases and a $798 million increase in other assets and derivatives, partially offset by a $4.2 billion decrease in investment portfolio assets, largely cash and interest-bearing deposit positions.

8

Citizens Financial Group, Inc.

Average interest-earning assets of $126.2 billion in first quarter 2016 increased $2.0 billion, or 2%, from the prior quarter, driven by a $1.2 billion increase in commercial loans and leases and an $839 million increase in retail loans. Commercial loan growth was driven by strength in Mid-corporate and Industry Verticals, Corporate Finance, and Commercial Real Estate. Retail loan growth reflected increases in student, residential mortgages and other loans, offset in part by lower home equity balances. Compared to first quarter 2015, average interest-earning assets increased $4.8 billion, or 4%, driven by commercial loan growth of $3.5 billion and retail loan growth of $2.8 billion, partially offset by a $1.5 billion decrease in investments and interest-bearing deposits. Commercial loan growth was driven by strength in Commercial Real Estate, Corporate Finance, Mid-corporate and Industry Verticals and Franchise Finance. Retail loan growth was driven by strength in student, residential mortgages and auto.

Interest-earning assets							1Q16 change from
($s in millions)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Period-end interest-earning assets
Investments and interest-bearing deposits	$	25,607	$	26,417	$	29,786	$	(810	)		(3	)%	$	(4,179	)		(14	)%
Loans and leases
Commercial loans and leases		47,972		46,214		43,982		1,758			4			3,990			9
Retail loans		53,019		52,828		50,512		191			—			2,507			5
Total loans and leases		100,991		99,042		94,494		1,949			2			6,497			7
Loans held for sale, at fair value		365		325		322		40			12			43			13
Other loans held for sale		386		40		54		346			865			332			615
Total loans and leases and loans held for sale		101,742		99,407		94,870		2,335			2			6,872			7
Total period-end interest-earning assets	$	127,349	$	125,824	$	124,656	$	1,525			1	%	$	2,693			2	%
Average interest-earning assets
Investments and interest-bearing deposits	$	25,548	$	25,664	$	27,057	$	(116	)		—		$	(1,509	)		(6	)
Loans and leases
Commercial loans and leases		47,043		45,819		43,506		1,224			3			3,537			8
Retail loans		53,219		52,380		50,446		839			2			2,773			5
Total loans and leases		100,262		98,199		93,952		2,063			2			6,310			7
Loans held for sale, at fair value		306		325		242		(19	)		(6	)		64			26
Other loans held for sale		49		13		91		36			277			(42	)		(46	)
Total loans and leases and loans held for sale		100,617		98,537		94,285		2,080			2			6,332			7
Total average interest-earning assets	$	126,165	$	124,201	$	121,342	$	1,964			2	%	$	4,823			4	%

Investments and interest-bearing deposits of $25.6 billion as of March 31, 2016 decreased $810 million, or 3%, from December 31, 2015, largely reflecting a reduction in investments, mainly cash. Compared with March 31, 2015, investments and interest-bearing deposits decreased $4.2 billion, or 14%. At the end of first quarter 2016, the average effective duration of the securities portfolio decreased to 2.9 years, compared with 3.5 years at December 31, 2015 and 3.1 years at March 31, 2015, largely reflecting a decrease in interest rates, which increased prepayment speeds. During first quarter 2016, a modest repositioning from lower coupon to higher coupon mortgages resulted in $9 million of securities gains.

9

Citizens Financial Group, Inc.

Period-end loans and leases of $101.0 billion at March 31, 2016 increased $1.9 billion from $99.0 billion at December 31, 2015 and increased $6.5 billion from $94.5 billion at March 31, 2015. The linked-quarter increase was driven by a $1.8 billion increase in commercial loans and leases and a $191 million increase in retail loans. Commercial loan and lease growth reflected strength in Mid-corporate and Industry Verticals, Commercial Real Estate, and Corporate Finance. Retail loan growth was driven by a $647 million increase in student, partially offset by decreases in home equity outstandings, including continued runoff in the non-core portfolio. During the quarter, we purchased a net $304 million of student loans and transferred $288 million of residential mortgages and $85 million of home equity loans, classified as TDRs, to loans held for sale.

Compared with March 31, 2015, period-end loans and leases increased $6.5 billion, reflecting a $4.0 billion increase in commercial loans and leases and a $2.5 billion increase in retail loans. Commercial loan growth was driven by Commercial Real Estate, Corporate Finance, Mid-corporate and Industry Verticals and Franchise Finance partially offset by Middle Market. Retail loan growth was driven by a $2.2 billion increase in student, a $1.5 billion increase in residential mortgages and a $668 million increase in auto, partially offset by lower home equity outstandings.

Average loans and leases of $100.3 billion increased $2.1 billion from fourth quarter 2015, driven by a $1.2 billion increase in commercial and $839 million increase in retail loans. Commercial loan growth was driven by strength in Mid-corporate and Industry Verticals, Corporate Finance, and Commercial Real Estate. Retail loan growth reflected increases in student, residential mortgages and other loans, offset in part by lower home equity and credit card loans. Results also reflect a $152 million decrease in the non-core loan portfolio.

Compared with first quarter 2015, average loans and leases increased $6.3 billion, or 7%, reflecting a $3.5 billion increase in commercial and a $2.8 billion increase in retail. Commercial loan growth was driven by strength in Commercial Real Estate, Corporate Finance and Mid-corporate and Industry Verticals. Retail loan growth was driven by strength in student, residential mortgages and auto.

Deposits							1Q16 change from
($s in millions)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Period-end deposits
Demand deposits	$	27,186	$	27,649	$	26,670	$	(463	)		(2	)%	$	516			2	%
Checking with interest		18,706		17,921		16,738		785			4			1,968			12
Savings		8,748		8,218		8,398		530			6			350			4
Money market accounts		35,513		36,727		34,543		(1,214	)		(3	)		970			3
Term deposits		12,453		12,024		12,641		429			4			(188	)		(1	)
Total deposits	$	102,606	$	102,539	$	98,990	$	67			—	%	$	3,616			4	%
Average deposits
Total average deposits	$	101,981	$	101,368	$	95,645	$	613			1	%	$	6,336			7	%

Period-end total deposits at March 31, 2016 of $102.6 billion increased $67 million from December 31, 2015 as growth in checking with interest, savings and term deposits were partially offset by a decrease in money market and demand deposits. Compared with March 31, 2015, period-end total deposits increased $3.6 billion, or 4%, driven by growth in checking with interest, money market accounts and demand deposits.

10

Citizens Financial Group, Inc.

First quarter 2016 average deposits of $102.0 billion increased $613 million from fourth quarter 2015, reflecting strength in checking with interest and wholesale deposits, partially offset by a reduction in term and demand deposits. Compared with first quarter 2015, average deposits increased $6.3 billion with particular strength in savings, checking with interest and demand deposits.

Borrowed funds							1Q16 change from
($s in millions)	1Q16		4Q15		1Q15		4Q15						1Q15
							$			%			$			%
Period-end borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	714	$	802	$	4,421	$	(88	)		(11	)%	$	(3,707	)		(84	)%
Other short-term borrowed funds		3,300		2,630		7,004		670			25			(3,704	)		(53	)
Long-term borrowed funds		10,035		9,886		3,904		149			2			6,131			157
Total borrowed funds	$	14,049	$	13,318	$	15,329	$	731			5		$	(1,280	)		(8	)
Average borrowed funds	$	13,873	$	12,603	$	15,506	$	1,270			10	%	$	(1,633	)		(11	)%

Total borrowed funds of $14.0 billion at March 31, 2016 increased $731 million from December 31, 2015, largely reflecting the issuance of $750 million of senior debt, a $150 million increase in Federal Home Loan Bank advances and the repurchase of $125 million of subordinated notes. Compared with March 31, 2015, total borrowed funds decreased $1.3 billion as continued growth in deposits reduced the need for borrowings. Average borrowed funds of $13.9 billion increased $1.3 billion from fourth quarter 2015 and decreased $1.6 billion from first quarter 2015.

On March 7, 2016, we repurchased $125 million of subordinated notes and on March 14, 2016, we issued $750 million in bank senior notes.

Capital (1)										1Q16 change from
($s and shares in millions)	1Q16			4Q15			1Q15			4Q15					1Q15
										$		%			$			%
Period-end capital
Stockholders’ equity	$	19,965		$	19,646		$	19,564		$	319		2	%	$	401			2	%
Stockholders’ common equity		19,718			19,399			19,564			319		2			154			1
Tangible common equity*		13,333			13,000			13,117			333		3			216			2
Tangible common equity per share*	$	25.21		$	24.63		$	23.96		$	0.58		2			1.25			5
Common shares - at end of period		528.9			527.8			547.5			1.2		—			(18.6	)		(3	)
Common shares - average (diluted)		530.4			530.3			549.8			0.2		—	%		(19.4	)		(4	)%
Common equity tier 1 capital ratio (1)(2)		11.6	%		11.7	%		12.2	%
Total capital ratio (1)(2)		15.1			15.3			15.5
Tier 1 leverage ratio (1)(2)		10.4	%		10.5	%		10.5	%

¹  Current reporting period regulatory capital ratios are preliminary.

²  Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019. Ratios also reflect the required U.S. Standardized methodology for calculating RWAs, effective January 1, 2015.

At March 31, 2016, our Basel III capital ratios on a transitional basis remained well in excess of applicable regulatory requirements, with a CET1 capital ratio of 11.6% and a total capital ratio of 15.1%. 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.

11

Citizens Financial Group, Inc.

Credit quality review										1Q16 change from
($s in millions)	1Q16			4Q15			1Q15			4Q15						1Q15
										$			%			$			%
Nonperforming loans and leases	$	1,079		$	1,060		$	1,136		$	19			2	%	$	(57	)		(5	)%
Net charge-offs		83			77			54			6			8			29			54
Provision for credit losses		91			91			58			—			—			33			57
Allowance for loan and lease losses	$	1,224		$	1,216		$	1,202		$	8			1	%	$	22			2	%
Total nonperforming loans and leases as a % of total loans and leases		1.07	%		1.07	%		1.20	%		—	bps					(13	) bps
Net charge-offs as % of total loans and leases		0.33			0.31			0.23			2	bps					10	bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		113.4	%		114.6	%		105.8	%		(121	) bps					768	bps

Credit quality metrics during the quarter remained relatively stable. Nonperforming loans and leases of $1.1 billion at March 31, 2016 increased $19 million from December 31, 2015, as a $203 million decrease in retail loans was more than offset by a $222 million increase in commercial loans, driven by a $210 million increase in the oil and gas portfolio. The decrease in retail nonperforming loans reflects the transfer of $97 million of retail TDRs to held for sale, the reclassification of $77 million residential mortgage loans sponsored by government entities to performing, and broad credit improvement in other retail categories. Nonperforming loans and leases to total loans and leases ratio of 1.07% at March 31, 2016 was stable with 1.07% at December 31, 2015, and decreased 13 basis points from 1.20% at March 31, 2015. Compared with first quarter 2015, nonperforming loans and leases decreased $57 million, or 5%, as an increase in commercial, largely in the oil and gas portfolio, was more than offset by improvement in retail.

Net charge-offs of $83 million, or 33 basis points, of total average loans and leases in first quarter 2016 increased $6 million from $77 million, or 31 basis points, in fourth quarter 2015. Retail product net charge-offs of $74 million were lower than fourth quarter 2015 levels of $80 million. Commercial net charge-offs were $9 million in first quarter 2016, which compares with commercial net recoveries of $3 million in fourth quarter 2015.

Provision for credit losses of $91 million in first quarter 2016 remained stable with fourth quarter 2015. The benefit of a reserve release related to the transfer of $373 million of TDR balances to held for sale, and lower retail charge-offs was more than offset by additional reserves related to the oil and gas portfolio following the Shared National Credit review. First quarter 2016 results include an $8 million reserve build, compared with a $14 million reserve build in fourth quarter 2015. Provision for credit losses increased $33 million from lower first quarter 2015 levels, which included sizable commercial loan recoveries, driven by the factors mentioned above. Total provision for credit losses includes the provision for loan and lease losses as well as the provision for unfunded commitments.

12

Citizens Financial Group, Inc.

Allowance for loan and lease losses of $1.2 billion remained relatively stable compared to fourth quarter 2015 and increased $22 million, or 2%, from first quarter 2015, reflecting a reserve build due to balance sheet growth.

Allowance for loan and lease losses to total loans and leases was 1.21% as of March 31, 2016, compared with 1.23% as of December 31, 2015 and 1.27% as of March 31, 2015. Allowance for loan and lease losses to non-performing loans and leases ratio was 113% as of March 31, 2016, compared with 115% as of December 31, 2015 and 106% as of March 31, 2015.

Additional Segment Detail:

Consumer Banking Segment										1Q16 change from
($s in millions)	1Q16			4Q15			1Q15			4Q15						1Q15
										$			%			$			%
Net interest income	$	581		$	565		$	533		$	16			3	%	$	48			9	%
Noninterest income		208			226			219			(18	)		(8	)		(11	)		(5	)
Total revenue		789			791			752			(2	)		—			37			5
Noninterest expense		616			624			596			(8	)		(1	)		20			3
Pre-provision profit		173			167			156			6			4			17			11
Provision for credit losses		63			65			63			(2	)		(3	)		—			—
Income before income tax expense		110			102			93			8			8			17			18
Income tax expense		39			35			32			4			11			7			22
Net income	$	71		$	67		$	61		$	4			6	%	$	10			16	%
Average balances
Total loans and leases (1)	$	53,744		$	52,737		$	50,260		$	1,007			2	%	$	3,484			7	%
Total deposits		70,871			70,939			67,518			(68	)		—	%		3,353			5	%
Key metrics
ROTCE (2)*		5.6	%		5.5	%		5.3	%		9	bps					29	bps
Efficiency ratio *		78	%		79	%		79	%		(77	) bps					(117	) bps
Loan-to-deposit ratio (period-end) (1)		74.7	%		74.5	%		72.5	%		20	bps					220	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 $71 million in first quarter 2016 increased $4 million, or 6%, compared to fourth quarter 2015 as a modest decrease in total revenue was more than offset by a reduction in noninterest expense and lower provision for credit losses. Net interest income increased $16 million, or 3%, from fourth quarter 2015 driven by higher student, mortgage and unsecured consumer loan balances, improved loan yields and lower deposit costs. Noninterest income decreased $18 million, or 8%, from fourth quarter 2015, driven by lower card fees, which included a $7 million card reward accounting change impact and seasonality as well as seasonally lower service charges and fees. Results also reflected lower mortgage banking fees, which decreased $2 million largely reflecting a decrease in mortgage servicing rights valuation and lower origination volume, partially offset by the benefit of higher loan sale gains, improved gain on sale spreads and higher application volumes. Lower trust and investment services fees reflect market volatility and lower sales. Noninterest expense decreased $8 million, or 1%, versus fourth quarter 2015 driven by the card reward accounting change, lower outside services expense and a decrease in regulatory costs, partially offset by seasonally higher salary and employee benefits and higher occupancy expense. First quarter 2016 provision for credit losses of $63 million improved by $2 million, or 3%, versus fourth quarter 2015 driven by lower net charge-offs in auto and home equity, partially offset by higher mortgage net charge-offs.

13

Citizens Financial Group, Inc.

Compared with first quarter 2015, net income increased $10 million, or 16%, as the benefit of revenue growth was partially offset by an increase in noninterest expense. Net interest income increased $48 million, or 9%, driven by growth in student, mortgage and auto loans, loan yields and growth in lower cost deposits. Noninterest income decreased $11 million, or 5%, reflecting lower mortgage banking income from first quarter 2015 levels, which included higher loan sale gains and a reduction in mortgage servicing rights valuation as well as lower volume and gain on sale spreads. Results also reflect higher service charges and fees, driven by consumer checking account growth, an increase in trust and investment services fees and a reduction in card fees as underlying growth was more than offset of the impact of the card reward accounting change. Noninterest expense increased $20 million, or 3%, driven by higher salaries and employee benefits, outside services and equipment expense, partially offset by the effect of the card reward accounting change, lower insurance and tax expense, and lower credit collection costs. Provision for credit losses was stable with first quarter 2015 as higher net charge-offs in auto and student were offset by lower home equity net charge-offs.

Commercial Banking Segment										1Q16 change from
($s in millions)	1Q16			4Q15			1Q15			4Q15						1Q15
										$			%			$			%
Net interest income	$	300		$	301		$	276		$	(1	)		—	%	$	24			9	%
Noninterest income		99			107			100			(8	)		(7	)		(1	)		(1	)
Total revenue		399			408			376			(9	)		(2	)		23			6
Noninterest expense		187			180			173			7			4			14			8
Pre-provision profit		212			228			203			(16	)		(7	)		9			4
Provision for credit losses		9			(2	)		(21	)		11			550			30			143
Income before income tax expense		203			230			224			(27	)		(12	)		(21	)		(9	)
Income tax expense		70			78			77			(8	)		(10	)		(7	)		(9	)
Net income	$	133		$	152		$	147		$	(19	)		(13	)%	$	(14	)		(10	)%
Average balances
Total loans and leases (1)	$	43,899		$	42,642		$	40,241		$	1,257			3	%	$	3,658			9	%
Total deposits		24,833			24,600			21,932			233			1	%		2,901			13	%
Key metrics
ROTCE (2)*		11.2	%		12.6	%		13.2	%		(138	) bps					(196	) bps
Efficiency ratio *		47	%		44	%		46	%		272	bps					73	bps
Loan-to-deposit ratio (period-end) (1)		185.1	%		172.6	%		177.8	%		1,250	bps					730	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 $133 million in first quarter 2016 decreased $19 million, or 13%, from fourth quarter 2015, reflecting lower revenues and increased noninterest expense as well as higher provision expense. Net interest income of $300 million was relatively stable with fourth quarter 2015 as the benefit of higher interest rates and loan growth was offset by higher deposit costs and an increase in nonaccrual loans. Average loans and leases increased $1.3 billion led by the Mid-corporate and Industry Verticals, Corporate Finance, and Commercial Real Estate lines of business. Noninterest income decreased $8 million, or 7%, as a rebound in capital markets fees from weaker fourth quarter levels was more than offset by a reduction in interest rate product fees, leasing income and service charges and fees, largely loan prepayment fees. Noninterest expense increased $7 million, or 4%, reflecting seasonally higher salaries and employee benefits and higher occupancy and outside services expense offset by lower other expenses. Provision for credit losses increased $11 million from fourth quarter levels which reflect a $2 million recovery of prior period charge-offs.

14

Citizens Financial Group, Inc.

Compared to first quarter 2015, net income declined $14 million, or 10%, as a $23 million increase in total revenue was more than offset by a $14 million increase in noninterest expense and $30 million increase in provision for credit losses. Net interest income increased $24 million, or 9%, from first quarter 2015, reflecting a $3.7 billion increase in average loans and leases, deposit growth and improved spreads as well as higher interest rates. Average loan and lease growth was driven by strength in Commercial Real Estate, Franchise Finance, Corporate Finance and Mid-corporate and Industry Verticals lines of business. Noninterest income remained relatively stable with first quarter 2015 as strength in service charges and fees was offset by lower leasing income and foreign exchange and letter of credit fees. Noninterest expense increased $14 million, or 8%, from first quarter 2015, reflecting increased outside services, salaries and employee benefits, and equipment expense partially offset by lower insurance and regulatory costs. Provision for credit losses increased $30 million from first quarter 2015 levels that included $21 million in recoveries of prior period charge-offs.

Other (1)									1Q16 change from
($s in millions)	1Q16		4Q15			1Q15			4Q15						1Q15
									$			%			$			%
Net interest income	$	23	$	4		$	27		$	19			475	%	$	(4	)		(15	)%
Noninterest income		23		29			28			(6	)		(21	)		(5	)		(18	)
Total revenue		46		33			55			13			39			(9	)		(16	)
Noninterest expense		8		6			41			2			33			(33	)		(80	)
Pre-provision profit (loss)		38		27			14			11			41			24			171
Provision for credit losses		19		28			16			(9	)		(32	)		3			19
Income (loss) before income tax expense (benefit)		19		(1	)		(2	)		20			NM			21			NM
Income tax expense (benefit)		—		(3	)		(3	)		3			100			3			100
Net income (loss)	$	19	$	2		$	1		$	17			NM		$	18			NM
Average balances
Total loans and leases (2)	$	2,974	$	3,158		$	3,784		$	(184	)		(6	)%	$	(810	)		(21	)%
Total deposits		6,277		5,829			6,195			448			8	%		82			1	%

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 $19 million in first quarter 2016 compared to net income of $2 million in fourth quarter 2015. The increase was largely driven by higher total revenues and lower provision for credit losses, which included an $8 million reserve build. Net interest income of $23 million increased $19 million from fourth quarter 2015, largely reflecting favorable residual funds transfer pricing, partially offset by higher wholesale funding costs and a lower FRB stock dividend. Noninterest income of $23 million decreased $6 million from fourth quarter 2015, reflecting lower bank-owned life insurance benefits, the impact of a fourth quarter 2015 gain on a subordinated debt redemption and lower securities gains. Noninterest expense increased $2 million, reflecting an increase in incentive compensation. Provision for credit losses of $19 million in first quarter 2016 included an $8 million reserve build, compared with $28 million of provision for credit losses in fourth quarter 2015, which included a $14 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.

15

Citizens Financial Group, Inc.

Other net income of $19 million in first quarter 2016 increased from net income of $1 million in first quarter 2015 as lower incentive compensation, insurance expense, restructuring charges and special items and favorable residual funds transfer pricing were offset by a lower FRB stock dividend, higher wholesale funding costs and an increase in provision expense, which reflects an $8 million reserve build compared to a $4 million reserve build in first quarter 2015.

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 385661
Webcast/Presentation:	The live webcast will be available at http://investor.citizensbank.com, under Events & Presentations
Replay Information:     A replay of the conference call will be available beginning at 10:30 am ET on April 21 through May 21. Please dial (800) 475-6701 and enter access code 385661. The webcast replay will be available at http://investor.citizensbank.com, under Events & Presentations

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $140.1 billion in assets as of March 31, 2016. 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.

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Citizens Financial Group, Inc.

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.

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 “noninterest income”, “total revenue”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense”, “income tax expense”, “net income”, “net income available to common stockholders”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “other operating expense”, “net income per average common share”, “return on 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”, “efficiency ratio”, “pro forma Basel III fully phased-in common equity tier 1 capital”, “operating leverage”, “noninterest income before accounting change” and “card fee income before accounting change” 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.

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.

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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
		1Q16			4Q15			3Q15			2Q15			1Q15
Noninterest income, excluding special items:
Noninterest income (GAAP)		$	330		$	362		$	353		$	360		$	347
Less: Special items			—			—			—			—			—
Noninterest income, excluding special items (non-GAAP)		$	330		$	362		$	353		$	360		$	347
Total revenue, excluding special items:
Total revenue (GAAP)	A	$	1,234		$	1,232		$	1,209		$	1,200		$	1,183
Less: Special items			—			—			—			—			—
Total revenue, excluding special items (non-GAAP)	B	$	1,234		$	1,232		$	1,209		$	1,200		$	1,183
Noninterest expense, excluding restructuring charges and special items:
Noninterest expense (GAAP)	C	$	811		$	810		$	798		$	841		$	810
Less: Restructuring charges and special items			—			—			—			40			10
Noninterest expense, excluding restructuring charges and special items (non-GAAP)	D	$	811		$	810		$	798		$	801		$	800
Pre-provision profit, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)		$	1,234		$	1,232		$	1,209		$	1,200		$	1,183
Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)			811			810			798			801			800
Pre-provision profit, excluding restructuring charges and special items (non-GAAP)		$	423		$	422		$	411		$	399		$	383
Income before income tax expense, excluding restructuring charges and special items:
Income before income tax expense (GAAP)		$	332		$	331		$	335		$	282		$	315
Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP)			—			—			—			(40	)		(10	)
Income before income tax expense, excluding restructuring charges and special items (non-GAAP)		$	332		$	331		$	335		$	322		$	325
Income tax expense, excluding restructuring charges and special items:
Income tax expense (GAAP)		$	109		$	110		$	115		$	92		$	106
Less: Income tax (benefit) related to restructuring charges and special items (GAAP)			—			—			—			(15	)		(4	)
Income tax expense, excluding restructuring charges and special items (non-GAAP)		$	109		$	110		$	115		$	107		$	110
Net income, excluding restructuring charges and special items:
Net income (GAAP)	E	$	223		$	221		$	220		$	190		$	209
Add: Restructuring charges and special items, net of income tax expense (benefit)			—			—			—			25			6
Net income, excluding restructuring charges and special items (non-GAAP)	F	$	223		$	221		$	220		$	215		$	215
Net income available to common stockholders (GAAP), excluding restructuring charges and special items:
Net income available to common stockholders (GAAP)	G	$	216		$	221		$	213		$	190		$	209
Add: Restructuring charges and special items, net of income tax expense (benefit)			—			—			—			25			6
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	H	$	216		$	221		$	213		$	215		$	215
Return on average common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	I	$	19,567		$	19,359		$	19,261		$	19,391		$	19,407
Return on average common equity, excluding restructuring charges and special items (non-GAAP)	H/I		4.45	%		4.51	%		4.40	%		4.45	%		4.49	%
Return on average tangible common equity and return on average tangible common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	I	$	19,567		$	19,359		$	19,261		$	19,391		$	19,407
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876
Less: Average other intangibles (GAAP)			3			3			4			5			5
Add: Average deferred tax liabilities related to goodwill (GAAP)			481			468			453			437			422
Average tangible common equity (non-GAAP)	J	$	13,169		$	12,948		$	12,834		$	12,947		$	12,948
Return on average tangible common equity (non-GAAP)	G/J		6.61	%		6.75	%		6.60	%		5.90	%		6.53	%
Return on average tangible common equity, excluding preferred dividends (non-GAAP)	E/J		6.82	%		6.75	%		6.81	%		5.90	%		6.53	%
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)	H/J		6.61	%		6.75	%		6.60	%		6.67	%		6.73	%

18

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
		1Q16			4Q15			3Q15			2Q15			1Q15
Return on average total assets, excluding restructuring charges and special items:
Average total assets (GAAP)	K	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325
Return on average total assets, excluding restructuring charges and special items (non-GAAP)	F/K		0.65	%		0.64	%		0.65	%		0.64	%		0.65	%
Return on average total tangible assets and return on average total tangible assets, excluding restructuring charges and special items:
Average total assets (GAAP)	K	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876
Less: Average other intangibles (GAAP)			3			3			4			5			5
Add: Average deferred tax liabilities related to goodwill (GAAP)			481			468			453			437			422
Average tangible assets (non-GAAP)	L	$	132,382		$	129,887		$	128,676		$	129,077		$	126,866
Return on average total tangible assets (non-GAAP)	E/L		0.68	%		0.67	%		0.68	%		0.59	%		0.67	%
Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP)	F/L		0.68	%		0.67	%		0.68	%		0.67	%		0.69	%
Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:
Efficiency ratio (non-GAAP)	C/A		65.66	%		65.76	%		66.02	%		70.02	%		68.49	%
Efficiency ratio, excluding restructuring charges and special items (non-GAAP)	D/B		65.66	%		65.76	%		66.02	%		66.70	%		67.65	%
Tangible book value per common share:
Common shares - at end of period (GAAP)	M		528,933,727			527,774,428			527,636,510			537,149,717			547,490,812
Common stockholders’ equity (GAAP)		$	19,718		$	19,399		$	19,353		$	19,339		$	19,564
Less: Goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876
Less: Other intangible assets (GAAP)			3			3			3			4			5
Add: Deferred tax liabilities related to goodwill (GAAP)			494			480			465			450			434
Tangible common equity (non-GAAP)	N	$	13,333		$	13,000		$	12,939		$	12,909		$	13,117
Tangible book value per common share (non-GAAP)	N/M	$	25.21		$	24.63		$	24.52		$	24.03		$	23.96
Net income per average common share - basic and diluted, excluding restructuring charges and special items:
Average common shares outstanding - basic (GAAP)	O		528,070,648			527,648,630			530,985,255			537,729,248			546,291,363
Average common shares outstanding - diluted (GAAP)	P		530,446,188			530,275,673			533,398,158			539,909,366			549,798,717
Net income available to common stockholders (GAAP)	G	$	216		$	221		$	213		$	190		$	209
Net income per average common share - basic (GAAP)	G/O		0.41			0.42			0.40			0.35			0.38
Net income per average common share - diluted (GAAP)	G/P		0.41			0.42			0.40			0.35			0.38
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	H		216			221			213			215			215
Net income per average common share - basic, excluding restructuring charges and special items (non-GAAP)	H/O		0.41			0.42			0.40			0.40			0.39
Net income per average common share - diluted, excluding restructuring charges and special items (non-GAAP)	H/P		0.41			0.42			0.40			0.40			0.39
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1 :
Common equity tier 1 (regulatory)		$	13,570		$	13,389		$	13,200		$	13,270		$	13,360
Less: Change in DTA and other threshold deductions (GAAP)			1			2			2			3			3
Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP)	Q	$	13,569		$	13,387		$	13,198		$	13,267		$	13,357
Risk-weighted assets (regulatory general risk weight approach)		$	116,591		$	114,084		$	112,277		$	112,131		$	109,786
Add: Net change in credit and other risk-weighted assets (regulatory)			232			244			243			247			242
Basel III standardized approach risk-weighted assets (non-GAAP)	R	$	116,823		$	114,328		$	112,520		$	112,378		$	110,028
Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP) 1	Q/R		11.6	%		11.7	%		11.7	%		11.8	%		12.1	%

¹ Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in through 2019, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015

19

Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(Excluding restructuring charges and special items)

($s in millions)

	QUARTERLY TRENDS
	1Q16		4Q15			3Q15		2Q15		1Q15
Salaries and employee benefits, excluding restructuring charges and special items:
Salaries and employee benefits (GAAP)	$	425	$	402		$	404	$	411	$	419
Less: Restructuring charges and special items		—		(2	)		—		6		(1)
Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP)	$	425	$	404		$	404	$	405	$	420
Outside services, excluding restructuring charges and special items:
Outside services (GAAP)	$	91	$	104		$	89	$	99	$	79
Less: Restructuring charges and special items		—		2			—		16		8
Outside services, excluding restructuring charges and special items (non-GAAP)	$	91	$	102		$	89	$	83	$	71
Occupancy, excluding restructuring charges and special items:
Occupancy (GAAP)	$	76	$	74		$	75	$	90	$	80
Less: Restructuring charges and special items		—		—			—		15		2
Occupancy, excluding restructuring charges and special items (non-GAAP)	$	76	$	74		$	75	$	75	$	78
Equipment expense, excluding restructuring charges and special items:
Equipment expense (GAAP)	$	65	$	67		$	62	$	65	$	63
Less: Restructuring charges and special items		—		—			—		—		1
Equipment expense, excluding restructuring charges and special items (non-GAAP)	$	65	$	67		$	62	$	65	$	62
Other operating expense, excluding restructuring charges and special items:
Other operating expense (GAAP)	$	115	$	125		$	133	$	139	$	133
Less: Restructuring charges and special items		—		—			—		3		—
Other operating expense, excluding restructuring charges and special items (non-GAAP)	$	115	$	125		$	133	$	136	$	133
Restructuring charges and special expense items include:
Restructuring charges	$	—	$	—		$	—	$	25	$	1
Special items		—		—			—		15		9
Restructuring charges and special expense items before income tax expense	$	—	$	—		$	—	$	40	$	10

		QUARTERLY TRENDS										1Q16 vs 4Q15			1Q16 vs 1Q15
		1Q16		4Q15		3Q15		2Q15		1Q15		% Change			% Change
Operating leverage:
Total revenue (GAAP)	A	$	1,234	$	1,232	$	1,209	$	1,200	$	1,183		0.2	%		4.3	%
Noninterest expense (GAAP)	C	$	811	$	810	$	798	$	841	$	810		0.1	%		0.1	%
Operating leverage (GAAP)													0.0	%		4.2	%
Operating leverage, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)	B	$	1,234	$	1,232	$	1,209	$	1,200	$	1,183		0.2	%		4.3	%
Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)	D	$	811	$	810	$	798	$	801	$	800		0.1	%		1.4	%
Operating leverage, excluding restructuring charges and special items: (non-GAAP)													0.0	%		2.9	%
												1Q16 vs 1Q15			1Q16 vs 1Q15
												$ Change			% Change
Noninterest income:
Noninterest income (GAAP)		$	330							$	347	($	17	)		(5	)%
Add: Reward accounting change			7								—		7				NM
Noninterest income, before accounting change (non-GAAP)		$	337							$	347	($	10	)		(3	)%
Card fee income:
Card fees (GAAP)		$	50							$	52	($	2	)
Add: Reward accounting change			7								—		7
Card fee income, before accounting change (non-GAAP)		$	57							$	52	$	5

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Citizens Financial Group, Inc.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(dollars in millions)

		THREE MONTHS ENDED MARCH 31,												THREE MONTHS ENDED DECEMBER 31,											THREE MONTHS ENDED SEPTEMBER 30,
		2016												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 (GAAP)	A	$	71		$	133		$	19		$	223		$	67		$	152		$	2	$	221		$	68		$	145		$	7	$	220
Less: Preferred stock dividends			—			—			7			7			—			—			—		—			—			—			7		7
Net income available to common stockholders	B	$	71		$	133		$	12		$	216		$	67		$	152		$	2	$	221		$	68		$	145		$	—	$	213
Return on average tangible common equity:
Average common equity (GAAP)		$	5,089		$	4,790		$	9,688		$	19,567		$	4,831		$	4,787		$	9,741	$	19,359		$	4,791		$	4,722		$	9,748	$	19,261
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			3			3			—			—			3		3			—			—			4		4
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			481			481			—			—			468		468			—			—			453		453
Average tangible common equity (non-GAAP)	C	$	5,089		$	4,790		$	3,290		$	13,169		$	4,831		$	4,787		$	3,330	$	12,948		$	4,791		$	4,722		$	3,321	$	12,834
Return on average tangible common equity (non-GAAP):	B/C		5.59	%		11.19	%		NM			6.61	%		5.50	%		12.57	%		NM		6.75	%		5.67	%		12.24	%		NM		6.60	%
Return on average total tangible assets:
Average total assets (GAAP)		$	55,116		$	45,304		$	38,360		$	138,780		$	54,065		$	43,835		$	38,398	$	136,298		$	53,206		$	43,113		$	38,784	$	135,103
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			3			3			—			—			3		3			—			—			4		4
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			481			481			—			—			468		468			—			—			453		453
Average tangible assets (non-GAAP)	D	$	55,116		$	45,304		$	31,962		$	132,382		$	54,065		$	43,835		$	31,987	$	129,887		$	53,206		$	43,113		$	32,357	$	128,676
Return on average total tangible assets (non-GAAP)	A/D		0.52	%		1.18	%		NM			0.68	%		0.49	%		1.37	%		NM		0.67	%		0.51	%		1.34	%		NM		0.68	%
Efficiency ratio:
Noninterest expense (GAAP)	E	$	616		$	187		$	8		$	811		$	624		$	180		$	6	$	810		$	623		$	175		$	—	$	798
Net interest income (GAAP)			581			300			23			904			565			301			4		870			556			299			1		856
Noninterest income (GAAP)			208			99			23			330			226			107			29		362			235			100			18		353
Total revenue	F	$	789		$	399		$	46		$	1,234		$	791		$	408		$	33	$	1,232		$	791		$	399		$	19	$	1,209
Efficiency ratio (non-GAAP)	E/F		78.08	%		46.74	%		NM			65.66	%		78.85	%		44.02	%		NM		65.76	%		78.72	%		43.75	%		NM		66.02	%
		THREE MONTHS ENDED JUNE 30,												THREE MONTHS ENDED MARCH 31,
		2015												2015
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income available to common stockholders:
Net income (loss) (GAAP)	A	$	66		$	135		($	11	)	$	190		$	61		$	147		$	1	$	209
Less: Preferred stock dividends			—			—			—			—			—			—			—		—
Net income available to common stockholders	B	$	66		$	135		($	11	)	$	190		$	61		$	147		$	1	$	209
Return on average tangible common equity:
Average total assets (GAAP)		$	4,681		$	4,625		$	10,085		$	19,391		$	4,649		$	4,526		$	10,232	$	19,407
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5			5			—			—			5		5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			437			437			—			—			422		422
Average tangible common equity (non-GAAP)	C	$	4,681		$	4,625		$	3,641		$	12,947		$	4,649		$	4,526		$	3,773	$	12,948
Return on average tangible common equity (non-GAAP):	B/C		5.66	%		11.69	%		NM			5.90	%		5.30	%		13.15	%		NM		6.53	%
Return on average total tangible assets:
Average total assets (GAAP)		$	52,489		$	42,617		$	40,415		$	135,521		$	51,602		$	41,606		$	40,117	$	133,325
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5			5			—			—			5		5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			437			437			—			—			422		422
Average tangible assets (non-GAAP)	D	$	52,489		$	42,617		$	33,971		$	129,077		$	51,602		$	41,606		$	33,658	$	126,866
Return on average total tangible assets (non-GAAP)	A/D		0.51	%		1.27	%		NM			0.59	%		0.48	%		1.43	%		NM		0.67	%
Efficiency ratio:
Noninterest expense (GAAP)	E	$	613		$	181		$	47		$	841		$	596		$	173		$	41	$	810
Net interest income (GAAP)			544			286			10			840			533			276			27		836
Noninterest income (GAAP)			230			108			22			360			219			100			28		347
Total revenue	F	$	774		$	394		$	32		$	1,200		$	752		$	376		$	55	$	1,183
Efficiency ratio (non-GAAP)	E/F		79.25	%		46.07	%		NM			70.02	%		79.25	%		46.01	%		NM		68.49	%

21

Citizens Financial Group, Inc.

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

22

Citizens Financial Group, Inc.

• 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 for the year ended December 31, 2015, filed with the United States Securities and Exchange Commission on February 26, 2016.

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

CFG-IR

23

EX-99.2

1Q16 Financial Results

April 21, 2016

Exhibit 99.2

Forward-looking statements

2

This

document

contains

forward-looking

statements

within

the

Private

Securities

Litigation

Reform

Act

of

1995.

Any

statement

that

does

not

describe

historical

or

current

facts

is

a

forward-looking

statement.

These

statements

often

include

the

words

“believes,”

“expects,”

“anticipates,”

“estimates,”

“intends,”

“plans,”

“goals,”

“targets,”

“initiatives,”

“potentially,”

“probably,”

“projects,”

“outlook”

or

similar

expressions

or

future

conditional

verbs

such

as

“may,”

“will,”

“should,”

“would,”

and

“could.”

Forward-looking

statements

are

based

upon

the

current

beliefs

and

expectations

of

management,

and

on

information

currently

available

to

management.

Our

statements

speak

as

of

the

date

hereof,

and

we

do

not

assume

any

obligation

to

update

these

statements

or

to

update

the

reasons

why

actual

results

could

differ

from

those

contained

in

such

statements

in

light

of

new

information

or

future

events.

We

caution

you,

therefore,

against

relying

on

any

of

these

forward-looking

statements.

They

are

neither

statements

of

historical

fact

nor

guarantees

or

assurances

of

future

performance.

While

there

is

no

assurance

that

any

list

of

risks

and

uncertainties

or

risk

factors

is

complete,

important

factors

that

could

cause

actual

results

to

differ

materially

from

those

in

the

forward-looking

statements

include

the

following,

without

limitation:

negative

economic

conditions

that

adversely

affect

the

general

economy,

housing

prices,

the

job

market,

consumer

confidence

and

spending

habits

which

may

affect,

among

other

things,

the

level

of

nonperforming

assets,

charge-offs

and

provision

expense;

the

rate

of

growth

in

the

economy

and

employment

levels,

as

well

as

general

business

and

economic

conditions;

our

ability

to

implement

our

strategic

plan,

including

the

cost

savings

and

efficiency

components,

and

achieve

our

indicative

performance

targets;

our

ability

to

remedy

regulatory

deficiencies

and

meet

supervisory

requirements

and

expectations;

liabilities

and

business

restrictions

resulting

from

litigation

and

regulatory

investigations;

our

capital

and

liquidity

requirements

(including

under

regulatory

capital

standards,

such

as

the

Basel

III

capital

standards)

and

our

ability

to

generate

capital

internally

or

raise

capital

on

favorable

terms;

the

effect

of

the

current

low

interest

rate

environment

or

changes

in

interest

rates

on

our

net

interest

income,

net

interest

margin

and

our

mortgage

originations,

mortgage

servicing

rights

and

mortgages

held

for

sale;

changes

in

interest

rates

and

market

liquidity,

as

well

as

the

magnitude

of

such

changes,

which

may

reduce

interest

margins,

impact

funding

sources

and

affect

the

ability

to

originate

and

distribute

financial

products

in

the

primary

and

secondary

markets;

the

effect

of

changes

in

the

level

of

checking

or

savings

account

deposits

on

our

funding

costs

and

net

interest

margin;

financial

services

reform

and

other

current,

pending

or

future

legislation

or

regulation

that

could

have

a

negative

effect

on

our

revenue

and

businesses,

including

the

Dodd-

Frank

Act

and

other

legislation

and

regulation

relating

to

bank

products

and

services;

a

failure

in

or

breach

of

our

operational

or

security

systems

or

infrastructure,

or

those

of

our

third

party

vendors

or

other

service

providers,

including

as

a

result

of

cyber

attacks;

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,

2015,

filed

with

the

United

States

Securities

and

Exchange

Commission

on

February

26,

2016.

Note:

Percentage

changes,

per

share

amounts

and

ratios

presented

in

this

document

are

calculated

using

whole

dollars.

Generated 7% 1Q16 YoY average loan growth, with strength in both commercial and consumer

NII up 8% YoY and 4% QoQ

–

Loan yields improved 12 bps and deposit costs flat from 4Q15

Consumer

Banking

initiatives

—

1%

household

growth

YoY

led

by

strong

checking

engagement,

continued

growth

in

student; regaining momentum in Wealth; stabilizing Mortgage

Commercial

Banking

initiatives

—

Strong

loan

growth,

up

9%

YoY;

Treasury Solutions fees up 20% YoY; Capital Markets fees rebounded from market weakness in 4Q15

On track to deliver $90-115 million of pre-tax benefit from TOP II in 2016

1Q16 highlights

3

Improving

profitability and

returns

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

11.6%

(2)

1Q16 average deposits increased $6.3 billion, or 7% vs. 1Q15; loan-to-deposit ratio of 99%

Repurchased $125 million of sub-debt and issued $750 million of senior notes

Announced increase in quarterly dividend of 20% to 12¢/common share to holders of record on May 4, 2016

Provision

expense was stable with 4Q15; rose from 1Q15 levels which included higher commercial recoveries

NPLs to total loans and leases of 1.07% remained stable with 4Q15 and improved from 1.20% in 1Q15 despite

oil & gas downgrades

–

Transferred $373 million of consumer real estate TDRs to held for sale in advance of a targeted June/July sale

Allowance coverage of NPLs 113% vs. 115% in 4Q15 and 106% in 1Q15

GAAP

diluted

EPS

of

$0.41

up

8%

from

1Q15

and

up

5%

from

Adjusted

(1)

diluted

EPS

Adjusted

(1)

operating

leverage

of

3%

YoY

NIM improved 9 bps to 2.86% from 2.77% in 1Q15 and 4Q15

ROTCE

and

efficiency

ratio

stable

with

4Q15

(1)

1)

Non-GAAP item. 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 and reconciliation of Non-GAAP items in the Appendix. There were no net restructuring charges and special items recorded in 1Q16 or 4Q15.

2)

Current period regulatory capital ratios are preliminary.

1Q16 change from

$s in millions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Net interest income

904

$    

870

$    

836

$    

34

$       

4

%

68

$       

8

%

Noninterest income

330

362

347

(32)

(9)

(17)

(5)

Total revenue

1,234

1,232

1,183

2

—

51

4

Noninterest expense

811

810

810

1

—

1

—

Pre-provision profit

423

422

373

1

—

50

13

Provision for credit losses

91

91

58

—

—

33

57

Income before income tax expense

332

331

315

1

—

17

5

Income tax expense

109

110

106

(1)

(1)

3

3

Net income

223

$    

221

$    

209

$    

2

$         

1

14

$       

7

Preferred dividends

7

$         

—

$       

—

$       

7

$         

100

7

$         

100

Net income available to common

stockholders

216

$    

221

$    

209

$    

(5)

$       

(2)

%

7

$         

3

%

$s in billions

Average interest-earning assets

126.2

$ 

124.2

$ 

121.3

$ 

2.0

$     

2

%

4.8

$     

4

%

Average deposits

102.0

$ 

101.4

$ 

95.6

$   

0.6

$     

1

%

6.3

$     

7

%

Key metrics

Net interest margin

2.86

%

2.77

%

2.77

%

9

bps

9

bps

Loan-to-deposit ratio

(2)

99.2

%

96.9

%

95.8

%

222

bps

332

bps

ROTCE

(1,3)

6.6

%

6.7

%

6.5

%

(14)

bps

8

bps

ROTA

(1,4)

0.7

%

0.7

%

0.7

%

1

bps

1

bps

Efficiency ratio

(1)

66

%

66

%

68

%

(10)

bps

(283)

bps

FTEs

(5)

17,902

17,714

17,792

188

1

%

110

1

%

Per common share

Diluted earnings

0.41

$   

0.42

$   

0.38

$   

(0.01)

$ 

(2)

%

0.03

$   

8

%

Tangible book value

(1)

25.21

$ 

24.63

$ 

23.96

$ 

0.58

$   

2

%

1.25

$   

5

%

Average diluted shares outstanding

(in millions)

530.4

530.3

549.8

0.2

—

%

(19.4)

(4)

%

Financial summary —

GAAP

4

1)

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

2)

Includes held for sale. Loan-to-deposit ratio is period end.

3)

Return on average tangible common equity.

4)

Return on average total tangible assets.

5)

Full-time equivalent employees.

Linked quarter:

GAAP net income improved modestly from 4Q15

–

Diluted EPS reduced $0.01 by the preferred dividend

NII up $34 million driven by 2% average loan growth and a 9 bp

improvement in NIM

Noninterest income decreased $32 million, or 9%, as seasonally

lower service charges and lower card fees, reflecting a $7 million card

reward accounting change, were partially offset by a rebound in

Capital Markets fees

Noninterest expense remained relatively stable as seasonally higher

salaries and benefits were offset by lower outside services and the

card reward accounting change benefit

Provision for credit losses was stable as increased commercial

charge-offs were partially offset by a reduction in retail charge-offs

Prior-year quarter:

GAAP net income increased $14 million, or 7%, reflecting 4% positive

operating leverage. Diluted EPS were up 8%

NII up $68 million driven by 7% average loan growth, improved

earning asset yields and mix, partially offset by higher borrowing and

deposit costs and an FRB stock dividend reduction. NIM increased by

9 bps

Noninterest income decreased $17 million as growth in service

charges and fees was more than offset by lower mortgage banking

fees and a $7 million impact from a card reward accounting change

Noninterest

expense

remained

stable

as

a

slight

increase

in

salaries

and employee benefits and higher outsourcing costs and equipment

expense were partially offset by the card reward accounting change

impact

–

Efficiency

ratio

improved

283

bps

(1)

Provision expense increased $33 million from 1Q15 levels which

included $28 million in commercial recoveries, reflecting loan growth

and a gradual return to more normalized charge-off rates

Highlights

1Q16 change from

$s in millions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Net interest income

904

$    

870

$    

836

$    

34

$       

4

%

68

$       

8

%

Noninterest income

330

362

347

(32)

(9)

(17)

(5)

Total revenue

1,234

1,232

1,183

2

—

51

4

Adjusted noninterest expense

(1)

811

810

800

1

—

11

1

Adjusted pre-provision profit

(1)

423

422

383

1

—

40

10

Provision for credit losses

91

91

58

—

—

33

57

Adjusted pretax income

(1)

332

331

325

1

—

7

2

Adjusted income tax expense

(1)

109

110

110

(1)

(1)

(1)

(1)

Adjusted net income

(1)

223

221

215

2

1

8

$         

4

Preferred dividends

7

$         

—

$       

—

$       

7

$         

100

7

$         

100

Adjusted net income available to

common stockholders

(1)

216

$    

221

$    

215

$    

(5)

$       

(2)

%

1

$         

—

%

$s in billions

Average interest-earning assets

126.2

$ 

124.2

$ 

121.3

$ 

2.0

$     

2

%

4.8

$     

4

%

Average deposits

102.0

$ 

101.4

$ 

95.6

$   

0.6

$     

1

%

6.3

$     

7

%

Key metrics

Net interest margin

2.86

%

2.77

%

2.77

%

9

bps

9

bps

Loan-to-deposit ratio

(2)

99.2

%

96.9

%

95.8

%

222

bps

332

bps

Adjusted ROTCE

(1,3)

6.6

%

6.7

%

6.7

%

(14)

bps

(12)

bps

Adjusted ROTA

(1,4)

0.7

%

0.7

%

0.7

%

1

bps

(1)

bps

Adjusted efficiency ratio

(1)

66

%

66

%

68

%

(10)

bps

(199)

bps

FTEs

(5)

17,902

17,714

17,792

188

1

%

110

1

%

Per common share

Adjusted diluted EPS

(1)

0.41

$   

0.42

$   

0.39

$   

(0.01)

$ 

(2)

%

0.02

$   

5

%

Tangible book value

(1)

25.21

$ 

24.63

$ 

23.96

$ 

0.58

$   

2

%

1.25

$   

5

%

Average diluted shares outstanding

(in millions)

530.4

530.3

549.8

0.2

—

%

(19.4)

(4)

%

Adjusted

financial

summary

—

excluding

restructuring

charges

and

special

items

(1)

5

1)

Non-GAAP

item.

Adjusted

results

exclude

the

effect

of

net

restructuring

charges

and

special

items

associated

with

efficiency

and

effectiveness

programs and separation from RBS. See important information on use of Non-GAAP items in the Appendix.

2)

Includes held for sale. Loan-to-deposit ratio is period-end.

3)

Adjusted return on average tangible common equity.

4)

Adjusted return on average total tangible assets.

5)

Full-time equivalent employees.

Highlights

Linked quarter:

Net income improved modestly from 4Q15

–

Diluted EPS reduced $0.01 by the preferred dividend

NII up $34 million driven by 2% average loan growth and a 9 bp

improvement in NIM

Noninterest income decreased $32 million, or 9%, as seasonally

lower service charges and lower card fees, reflecting a $7 million

card reward accounting change, were partially offset by a rebound

in Capital Markets fees

Noninterest expense remained relatively stable as seasonally higher

salaries and benefits were offset by lower outside services and the

card reward accounting change benefit

Provision for credit losses was stable as increased commercial

charge-offs were partially offset by a reduction in retail charge-offs

Prior-year

Adjusted

(1)

quarter:

Net income increased $8 million, or 4%, reflecting 3% positive

operating leverage. Adjusted diluted EPS were up 5%

NII up $68 million driven by 7% average loan growth, improved

earning asset yields and mix, partially offset by higher borrowing

and deposit costs and an FRB stock dividend reduction. NIM

increased by 9 bps

Noninterest income decreased $17 million as growth in service

charges and fees was more than offset by lower mortgage banking

fees and a $7 million impact from a card reward accounting change

Noninterest expense up $11 million from Adjusted 1Q15, as growth

in salaries and employee benefits, as well as higher outsourcing

costs, were partially offset by lower insurance and taxes and a $7

million card reward accounting change impact

–

Efficiency

ratio

improved

~200

bps

(1)

Provision expense increased $33 million from 1Q15 levels which

included $28 million in commercial recoveries, reflecting loan

growth and a gradual return to more normalized charge-off rates

Net interest income

6

Highlights

1)

Includes interest-bearing cash and due from banks and deposits in banks.

Linked quarter:

NII up $34 million, or 4%

–

Reflects 2% average loan growth driven by commercial,

student

and mortgage loans, and a 9 bp improvement in NIM,

partially offset by lower day count

NIM improved 9 bps to 2.86%

–

Benefitted from December rate increase, initiatives to improve

loan yields and mix and lower pay-fixed swap costs, partially

offset by the lower FRB stock dividend and higher borrowing

costs

–

Deposit costs remained stable; Consumer Banking down

3 bps offset by expected increase in Commercial Banking

Prior-year quarter:

NII up $68 million, or 8%, with NIM up 9 bps

–

Reflects 7% average loan growth

–

Improving retail and commercial loan yields partially offset the

impact of an FRB stock dividend decrease as well as higher

deposit costs

Net interest income

$s in millions,

except earning

assets

Average interest earning assets

Average interest

earning assets

Net interest income

Net interest margin

$s in billions

1Q15

2Q15

3Q15

4Q15

1Q16

Retail loans

$50.4

$50.9

$51.6

$52.4

$53.2

Commercial loans

43.5

44.7

45.2

45.8

47.0

Investments and cash

(1)

27.1

27.1

25.8

25.7

25.5

Loans held for sale

0.3

0.5

0.5

0.3

0.4

Total interest-earning assets

$121.3

$123.2

$123.0

$124.2

$126.2

Loan Yields

3.34%

3.30%

3.32%

3.34%

3.46%

Total cost of funds

0.39%

0.40%

0.41%

0.41%

0.40%

2.77%

2.72%

2.76%

2.77%

2.86%

$121B

$123B

$123B

$124B

$126B

$836

$840

$856

$870

$904

1Q15

2Q15

3Q15

4Q15

1Q16

Net interest margin

7

2.77%

2.86%

0.11%

–

%

–

%

(0.02%)

4Q15 NIM%

Loan

yields

Investment

portfolio

yields

Deposit

costs

Borrowing

costs/other

1Q16 NIM%

2.77%

2.86%

0.10%

0.03%

(0.01%)

(0.03%)

1Q15 NIM%

Loan

yields

Investment

portfolio

yields

Deposit

costs

Borrowing

costs/other

1Q16 NIM%

NIM walk 1Q15 to 1Q16

NIM walk 4Q15 to 1Q16

1Q16 change from

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Service charges and fees

144

$     

156

$     

135

$     

(12)

$     

(8)

%

9

$         

7

%

Card fees

50

60

52

(10)

(17)

(2)

(4)

Trust & investment services fees

37

39

36

(2)

(5)

1

3

Mortgage banking fees

18

20

33

(2)

(10)

(15)

(45)

Capital markets fees

22

15

22

7

47

—

—

FX & LC fees

21

23

23

(2)

(9)

(2)

(9)

Securities gains, net

9

10

8

(1)

(10)

1

13

Other income

(1)

29

39

38

(10)

(26)

(9)

(24)

Noninterest income

330

$     

362

$     

347

$     

(32)

$     

(9)

%

(17)

$     

(5)

%

Noninterest income

Linked quarter:

Noninterest income decreased $32 million, or 9%, which

reflects the impact of seasonality, market volatility and an

accounting change

Service charges and fees decreased $12 million, reflecting

seasonality and lower loan prepayment fees

Card fees decreased $10 million, driven by a $7 million card

reward accounting change impact as well as seasonality

Mortgage banking fees decreased $2 million largely

reflecting a reduction in MSR valuation, partially offset by

the benefit of higher sale gains and spreads, and higher

application volumes

Capital Markets fees improved $7 million from weak market

conditions in 4Q15

Other income decreased $10 million, largely reflecting

lower interest-rate product and leasing income

Prior-year quarter:

Noninterest income decreased $17 million, or 5%

Service charges and fees were up 7% reflecting improved

household growth and commercial pricing initiatives

Mortgage banking fees decreased $15 million from 1Q15

which included $10 million portfolio sale gain, also

reflecting lower volume and a reduction in MSR valuation

Card fees down $2 million, as improved volumes were more

than offset by a $7 million impact from a card reward

accounting change

Weaker results in FX & LC fees reflecting market conditions

Other income decreased $9 million, largely reflecting lower

leasing income

8

Highlights

1)

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

$s in millions

$330

$362

$347

1Q16

4Q15

1Q15

Service charges and fees

Card fees

Trust and inv services

FX & LC fees

Mortgage banking fees

Capital markets fee income

Securities gains (losses)

Other income

(1)

Adjusted noninterest expense —

excluding restructuring charges and special items

(1)

Linked quarter:

Noninterest expense relatively stable

–

Higher salaries and employee benefits and

occupancy expense were partially offset by

lower outside services from seasonally higher

4Q levels and other expense

Salaries and employee benefits up $21 million

driven by $16 million increase in payroll taxes

–

FTEs up 188 largely reflecting additions to

support mortgage originators and risk,

compliance and operations

Outside services down $11 million from seasonally

higher 4Q15 levels

Other expense decreased $10 million and included

a $7 million benefit tied to card reward accounting

change

Prior-year quarter:

Noninterest expense increased

$11

million

from

Adjusted

(1)

1Q15

levels

Salaries and employee benefits up $5 million largely

reflecting investments to drive future revenue

growth and improve risk and operations, partially

offset by ongoing efficiency initiatives

Outside services increased $20 million driven by

technology outsourcing and incremental

investments to drive future revenue growth

Equipment expense increase driven by depreciation

for technology projects put into service, including

new data center

9

Highlights

1)

Non-GAAP

item.

Adjusted

results

exclude

the

effect

of

net

restructuring

charges

and

special

items

associated

with

efficiency

and

effectiveness

programs

and

separation from RBS. See important information on use of Non-GAAP items in the Appendix.

.

Full-time equivalents (FTEs)

17,902

17,714

17,792

(1)

(1)

(1)

(1)

(1)

(1)

(1)

1Q16 change from

$s in millions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Adjusted salaries and benefits

(1)

425

$    

404

$    

420

$       

21

$      

5

%

5

$         

1

%

Adjusted occupancy

(1)

76

74

78

2

3

(2)

(3)

Adjusted equipment expense

(1)

65

67

62

(2)

(3)

3

5

Adjusted outside services

(1)

91

102

71

(11)

(11)

20

28

Amortization of software

39

38

36

1

3

3

8

Other expense

115

125

133

(10)

(8)

(18)

(14)

Adjusted noninterest expense

(1)

811

$    

810

$    

800

$       

1

$        

—

%

11

$       

1

%

Restructuring charges and special items

—

—

10

—

—

(10)

(100)

Total noninterest expense

811

$    

810

$    

810

$       

1

$        

—

%

1

$         

—

%

$811

$810

$800

66%

66%

68%

1Q16

4Q15

1Q15

Adjusted salary and benefits

Adjusted occupancy & equip

Adjusted all other

Adjusted efficiency ratio

Consolidated average balance sheet

Linked quarter:

Total earning assets up $2.0 billion, or 2%, with loan

growth of $2.1 billion, or 2%

Commercial loans up $1.2 billion driven by solid

growth in Mid-corporate and Industry Verticals,

Corporate Finance and Commercial Real Estate

Retail loans up $839 million driven by student,

mortgage and iPhone upgrade program (iUp)

Total deposits increased $613 million on strength in

low-cost core deposits, partially offset by lower money

market balances

Prior-year quarter:

Total earning assets up $4.8 billion, or 4%

Commercial loans up 8% driven by strength in

Commercial Real Estate, Corporate Finance, Mid-

corporate and Industry Verticals and Franchise

Finance

Retail loans up 5% driven by growth in student,

mortgage and auto

Total deposits up $6.3 billion, or 7%, reflecting strength

in DDA and checking with interest as well as money

market

Borrowed funds down $1.6 billion

Senior debt and sub-debt issuances replaced short-

term FHLB and repos

10

Highlights

Note: Loan portfolio trends reflect non-core portfolio impact not included in segment results on pages 11 & 12.

1)

Low-cost core deposits include demand, checking with interest and regular savings.

1Q16 change from

$s in billions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Investments and interest bearing

deposits

25.5

$   

25.7

$   

27.1

$   

(0.1)

$    

—

%

(1.5)

$    

(6)

%

Total commercial loans

47.0

45.8

43.5

1.2

3

3.5

8

Total retail loans

53.2

52.4

50.4

0.8

2

2.8

5

Total loans and leases

100.3

98.2

94.0

2.1

2

6.3

7

Loans held for sale

0.4

0.3

0.3

—

5

—

7

Total interest-earning assets

126.2

124.2

121.3

2.0

2

4.8

4

Total noninterest-earning assets

12.6

12.1

12.0

0.5

4

0.6

5

Total assets

138.8

$ 

136.3

$ 

133.3

$ 

2.5

$      

2

5.5

$      

4

Low-cost core deposits

(1)

53.6

52.7

49.8

0.9

2

3.7

8

Money market deposits

36.2

36.5

33.6

(0.3)

(1)

2.6

8

Term deposits

12.2

12.2

12.2

—

—

—

—

Total deposits

102.0

$ 

101.4

$ 

95.6

$   

0.6

$       

1

6.3

$      

7

Total borrowed funds

13.9

12.6

15.5

1.3

10

(1.6)

(11)

Total liabilities

119.0

$ 

116.7

$ 

113.9

$ 

2.3

$      

2

5.0

$      

4

Total stockholders' equity

19.8

19.6

19.4

0.2

1

0.4

2

Total liabilities and equity

138.8

$ 

136.3

$ 

133.3

$ 

2.5

$      

2

%

5.5

$      

4

%

$126.2 billion

Interest

earning assets

$115.9 billion

Deposits/borrowed funds

Total

Retail

43%

Total

Commercial

37%

CRE

Other

Commercial

Residential

mortgage

Total home

equity

Automobile

Other

Retail

Investments

and

interest-bearing

deposits

Retail /

Personal

Commercial/

Municipal/

Wholesale

Borrowed

funds

7%

30%

11%

15%

11%

6%

20%

50%

38%

12%

—

—

—

—

—

Consumer Banking average loans and leases

11

1)

Other includes Credit Card, RV, Marine, Other.

$s in billions

Linked quarter:

Average loans increased $1.0 billion, or 2%, largely reflecting

growth in higher yielding student, mortgage and iUp balances

Consumer loan yields up 11 bps, reflecting higher interest rates

and continued improvement in mix

Prior-year quarter:

Average loans increased $3.4 billion, or 7%, as growth of $2.2

billion in student, $1.8 billion in mortgages and $859 million in

auto was partially offset by a $1.4 billion decrease in home

equity outstandings

Consumer loan yields up 12 bps, reflecting focus on driving

improved risk-adjusted returns

Recent developments:

Mortgage originations of $1.4 billion in 1Q16 with a 30%

increase in applications

Highlights

$10.9

$11.1

$11.6

$12.2

$12.7

$18.4

$18.0

$17.6

$17.2

$17.0

$12.9

$13.5

$13.8

$13.8

$13.8

$2.3

$2.7

$3.2

$3.7

$4.5

$3.1

$3.1

$3.0

$3.0

$3.0

$2.5

$2.3

$2.4

$2.6

$2.5

$50.1B

$50.7B

$51.6B

$52.5B

$53.5B

1Q15

2Q15

3Q15

4Q15

1Q16

Mortgage

Home Equity

Auto

Student

Business Banking

Other

Average loans and leases

(1)

Yields

3.72%

3.68%

3.69%

3.73%

3.84%

Commercial Banking average loans and leases

Linked quarter:

Average loans up $1.3 billion, or 3%, with solid growth in Mid-

corporate and Industry Verticals, Corporate Finance and Commercial

Real Estate

Results reflect solid loan demand coupled with enhanced client

targeting efforts, along with continued pricing and credit discipline

Loan yields increased 18 bps driven by higher rates

Prior-year quarter:

Average loans up $3.7 billion, or 9%, on strength in Commercial Real

Estate, Corporate Finance, Mid-corporate and Industry Verticals and

Franchise Finance

Loan yields increased 18 bps reflecting higher rates and improved mix

12

1)

Other

includes

Business

Capital,

Govt

&

Professional

Banking,

Corporate

Finance,

Treasury

Solutions,

Corporate

and

Commercial

Banking

Admin.

Highlights

$s in billions

Average loans and leases

Yields

2.57%

2.56%

2.57%

2.57%

2.75%

$6.2

$6.4

$6.2

$6.5

$6.4

$2.9

$3.0

$3.0

$3.1

$3.5

$2.9

$3.1

$3.2

$3.4

$3.8

$12.0

$12.2

$12.0

$11.8

$11.9

$6.1

$6.1

$6.1

$6.1

$6.2

$7.4

$7.7

$8.2

$8.5

$8.7

$2.6

$2.8

$3.1

$3.1

$3.3

$40.1B

$41.3B

$41.8B

$42.5B

$43.8B

1Q15

2Q15

3Q15

4Q15

1Q16

Mid-Corporate

Industry Verticals

Franchise Finance

Middle Market

Asset Finance

Commercial Real Estate

Other

(1)

Average funding and cost of funds

Linked quarter:

Total average deposits up $613 million

Growth in interest checking and money market and savings

partially offset by lower Commercial Banking DDA balances

Total deposit costs remained stable reflecting disciplined

pricing actions in Consumer Banking, offset by expected

rates-driven uptick in Commercial Banking

Continued progress in repositioning liabilities structure to align

better with peers

Repurchased $125 million of holding company sub-debt

and issued $750 million in bank senior notes

Prior-year quarter:

Total average deposits increased $6.3 billion, or 7%, on strength

across all categories

Total deposit cost of funds increased 2 bps

13

Highlights

Average interest-bearing liabilities and DDA

$s in billions

$41.7

$43.0

$44.6

$44.6

$44.6

$25.8

$26.4

$26.8

$27.5

$27.2

$16.0

$16.6

$16.9

$17.1

$18.0

$12.2

$12.6

$12.7

$12.2

$12.2

$4.6

$4.4

$2.9

$1.6

$0.9

$7.0

$6.5

$5.1

$5.0

$3.1

$3.9

$3.9

$4.1

$6.0

$9.9

$111.2B

$113.3B

$113.0B

$114.0B

$115.9B

1Q15

2Q15

3Q15

4Q15

1Q16

Money market & savings

DDA

Checking with interest

Term & time deposits

Total fed funds & repo

Short-term borrowed funds

Total long-term borrowings

Deposit cost of funds

0.22%

0.24%

0.25%

0.24%

0.24%

Total cost of funds

0.39%

0.40%

0.41%

0.41%

0.40%

Overall credit quality remains solid with charge offs and NPLs relatively stable

Net charge-offs of $83 million, or 0.33% of average loans and leases increased

modestly from 4Q15;

Commercial NCOs beginning to normalize but retail NCOs decreased linked

quarter, in part due to seasonality

Up 10 bps from 1Q15, which included an unusually high $28 million of

commercial recoveries

NPLs to total loans and leases remained stable at 1.07% as an increase in commercial

NPLs was largely offset by reduction in retail

Oil & gas portfolio NPLs up $210 million

TDR transaction and reclassification of GSE guaranteed loans reduced NPLs by

$97 million and $77 million, respectively

Provision for credit losses of $91 million stable with 4Q15

Reserve increase related to the oil & gas portfolio was partially offset by the

benefit related to the planned TDR transaction as well as improvement in retail

Strong credit quality trends continue

14

Highlights

1)

Allowance for loan and lease losses to nonperforming loans and leases.

$s in millions

$54

$78

$75

$77

$83

$58

$77

$76

$91

$91

$1.1B

$1.1B

$1.0B

$1.1B

$1.1B

1Q15

2Q15

3Q15

4Q15

1Q16

Net charge-offs

Provision for credit losses

($22)

$7

$5

($3)

$9

$69

$68

$66

$73

$67

$7

$3

$4

$7

$7

$54

$78

$75

$77

$83

0.23%

0.33%

0.31%

0.31%

0.33%

1Q15

2Q15

3Q15

4Q15

1Q16

Commercial

Retail

SBO

Net c/o ratio

Net charge-offs (recoveries)

Provision for credit losses, charge-offs, NPLs

NPLs to loans

and leases

NPLs

$1,202

$1,201

$1,201

$1,216

$1,224

106%

114%

116%

115%

113%

1Q15

2Q15

3Q15

4Q15

1Q16

Allowance for loan and lease losses

NPL coverage ratio

Allowance for loan and lease losses

(1)

1.20%

1.09%

1.06%

1.07%

1.07%

1.27%

1.24%

1.23%

1.23%

1.21%

Allowance to loan coverage ratio

Planned TDR transaction highlights

15

Planned TDR transaction expected to further improve credit

profile and is consistent with overall balance sheet optimization

strategies

Reduces NPLs by $97 million, or 8.2%, in 1Q16

Expect targeted sale to result in a gain in 2Q/3Q

Reflects active market for TDR assets and the benefit of

continued home price appreciation

Expected to enhance returns and provide partial offset to

pending FDIC assessment increase after 2Q16

Highlights

TDR transaction detail

Category

Total

Mortgage

Home

Equity

Total

Mortgage

Total

Performing

158

54

212

64

64

276

$    

Nonperforming

50

31

81

16

16

97

$      

Total

208

$      

85

$        

293

$      

80

$      

80

$    

373

$    

Consumer Banking Segment

Other

$s in millions

$373 million of loans transferred to held for sale at 3/31/16:

Consumer

$208 million core mortgage loans

$85 million core home equity loans

Other

$80 million non-core mortgage loans

Capital and liquidity remain strong

16

Highlights

1)

Current reporting period regulatory capital ratios are preliminary.

2)

Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2019. Ratios also reflect the required U.S. Standardized methodology for calculating RWAs,

effective January 1, 2015.

3)

This is a non-GAAP financial measure. See important information on use of non-GAAP items in the Appendix.

4)

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 minimal LCR requirement of 90% began January 2016.

5)

Period end includes held for sale.

Capital levels remain above regional peers

1Q16 Basel III common equity tier 1 ratio (transitional

basis) down approximately 10 basis points from 4Q15

Net income: ~19 bps increase

RWA growth: ~25 bps decrease

Dividends & other: ~4 bps decrease

LDR increased from 97% in 4Q15 to 99% in 1Q16

Fully

compliant

with

LCR

requirement

(4)

Repurchased $125 million of sub-debt not included in 2015

CCAR submission

Announced increase in quarterly dividend of 20% to

12¢/common share to holders of record on May 4, 2016

15.5%

15.3%

15.4%

15.3%

15.1%

12.2%

11.8%

11.8%

11.7%

11.6%

1Q15

2Q15

3Q15

4Q15

1Q16

Total capital ratio

Common equity tier 1 ratio

96%

97%

96%

97%

99%

1Q15

2Q15

3Q15

4Q15

1Q16

as of

$s in billions (period-end)

1Q15

2Q15

3Q15

4Q15

1Q16

Basel III transitional basis

(1,2)

Common equity tier 1 capital

13.4

$     

13.3

$     

13.2

$     

13.4

$     

13.6

$     

Risk-weighted assets

109.8

$   

112.1

$   

112.3

$   

114.1

$   

116.6

$   

Common equity tier 1 ratio

12.2 %

11.8 %

11.8 %

11.7 %

11.6 %

Total capital ratio

15.5 %

15.3 %

15.4 %

15.3 %

15.1 %

Basel III fully phased-in

(1,3)

Common equity tier 1 ratio

12.1%

11.8%

11.7%

11.7%

11.6%

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 %

Loan-to-deposit ratio

(5)

Capital ratio trend

(1,2)

(1,2)

Summary of progress on strategic initiatives

17

1)

Excludes the impact of $335 million transfer of loan balances to Franchise Finance.

Reenergize household growth

Expand mortgage sales force

Grow Auto

Grow Student/Installment

Expand Business Banking

Expand Wealth sales force

Build out Mid-Corp & verticals

Continue development of Capital 

and Global Markets activities

Build out Treasury Solutions

Grow Franchise Finance

Expand Middle Market

Grow CRE

Reposition Asset Finance

Balance Sheet Optimization

Top II

Retail checking households grew by ~15,000 or 1% vs. 1Q15. Deposits up 5% vs. prior year quarter and services

charges up 5%.

Origination volume up 15% from the prior year quarter, though LOs relatively flat and conforming mix below

40%. Work continues to improve operational processes.

Continue to execute on pricing optimization strategy, with stable credit performance. 1Q16 organic origination

yields of 3.54%, up 4 bps from prior quarter and 11 bps from 1Q15.

Sustained momentum in Student with total loan balances doubling from 1Q15. Continued strong growth in

Apple iPhone product with approximately $310 million of balances by the end of 1Q16.

Increasing focus on deposits, cash management, and other fee income streams driving deposits up 6% and

deposit fees up 7% compared to 1Q15.

Financial consultants up 8%, or 25, vs. 1Q15 with strong hiring momentum in 1Q16. Continue to reposition

business from transaction to fee-based model, notwithstanding market volatility.

Mid-Corp and specialty verticals grew loan balances by over 10% vs. 1Q15. Continue to see strong growth in

verticals driven by building industry-based expertise.

Business holding fee income flat despite continuing weak market conditions. Rolling out enhanced interest

rate products and FX originations platform in 2Q16 to improve delivery and risk management.

Fees up 20% vs. 1Q15 led by strength in core cash management services, TOP II pricing initiative, and

commercial card.

Portfolio relatively stable compared to 1Q15, and up 1% vs. prior quarter. Deposits up ~$450 million, or 6%,

and fee income up 6% versus prior year quarter.

Continue to deepen relationships with top developers across core geographies. CRE loans up 2% QoQ and 17%

YoY to $8.7 billion. Origination yields up 47 bps from 4Q15.

Re-aligned business to reduce expense and drive increased penetration with Middle Market customer base.

Portfolio balances up 1% compared to 4Q15, supported by initiatives targeting transportation, construction,

and renewable sectors.

Asset optimization and deposit costs efforts led to NIM improvement in 1Q16. NIM of 2.86% in 1Q16 was 9

bps higher than both 4Q15 and 1Q15 with roughly 5 bps of benefit from Fed increase and 4 bps due to balance

sheet initiatives. Cost of deposits remained flat from 4Q15 at 24 bps.

Initiatives performing well in 1Q16. Remain on track to deliver $90-$115 million of P&L benefit in 2016.

Strong growth with balances up 21% YoY

(1)

. Continue expansion in well-established brands of quick service and

fast casual franchises.

Initiative

1Q16

Status

Commentary

2Q16 outlook

(1)

18

1) Does not reflect impact of the targeted TDR loan sale. See page 15 for more information on expected TDR sale.

Net interest income,

net interest margin

Noninterest expense

Credit trends,

tax rate

~2.0% loan growth

Expect relatively stable net interest margin

Modest increase

Committed to YoY operating leverage goals

Provision expense up modestly

Tax rate of ~33%

2Q16 expectations vs. 1Q16

(1)

Capital, liquidity and

funding

Quarter-end Basel III common equity tier 1 ratio ~11.6%

Loan-to-deposit ratio of ~98%

Noninterest

income

Mid-single digit growth

1Q16 was another good quarter for Citizens

Financial results continue to improve and meet expectations

Good progress on strategic initiatives, mindset of ‘continuous improvement’

Balance sheet management showing results (NIM, loan growth, TDR sale, sub-debt repurchase,

dividend increase)

Tangible

book

value

(1)

per

share

continues

to

grow;

$25.21

at

quarter-end

2016 will continue to see a focus on execution

Comprehensive plan to deliver well for all stakeholders

Key to financial results is to grow the balance sheet smartly, execute build-out of fee businesses

and deliver positive operating leverage

Will seek more efficiencies to offset fee sluggishness

Capital and credit position remain strong

Peer leading CET1 ratio permits both strong loan growth and returns to shareholders

Credit metrics remain robust; oil and gas exposure modest and well-reserved

Key messages

19

1)

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

Appendix

20

Quarter-over-quarter results

Adjusted pre-provision profit

(1)

$s in millions

Adjusted return on average

tangible assets

(1)

Adjusted net income

(1)

$s in millions

1)

Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with efficiency and effectiveness programs and separation from RBS.

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

2)

Excludes loans held for sale.

Adjusted return on average

tangible common equity

(1)

12 bps

1 bps

4%

10%

Period-end loans

(2)

$s in billions

Period-end deposits

$s in billions

5%

Adjusted Diluted EPS

(1)

$101.0

$102.6

7%

4%

$383

$423

1Q15

1Q16

$94.5

1Q15

1Q16

0.69%

0.68%

1Q15

1Q16

$215

$223

$0.39

$0.41

1Q15

1Q16

$99.0

1Q15

1Q16

6.7%

6.6%

1Q15

1Q16

21

Linked-quarter results

22

1 bps

14 bps

0.2%

Diluted EPS

2%

Pre-provision profit

$s in millions

Return on average tangible assets

(2)

Period-end loans

(1)

$s in billions

Net income

$s in millions

Return on average tangible

(2)

common equity

Period-end deposits

$s in billions

2%

1)

Excludes loans held for sale.

2)

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

$101.0

1%

$102.5

$102.6

0.1%

$422

$423

4Q15

1Q16

$99.0

4Q15

1Q16

0.67%

0.68%

4Q15

1Q16

$221

$223

$0.42

$0.41

4Q15

1Q16

4Q15

1Q16

6.7%

6.6%

4Q15

1Q16

Consumer Banking segment

23

1)

Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with efficiency and effectiveness programs and separation from RBS.

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

2)

Includes held for sale.

3)

Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent

to a sustainable target level for tier 1 common equity and then allocate that approximation to the segments based on economic capital.

Highlights

Linked quarter:

Net income up $4 million, or 6%

Net interest income up $16 million, driven by higher loan

balances and higher checking and savings deposits and

improved pricing

Average loans up 2% and average deposits stable

Noninterest income down $18 million, driven by the impact of

the card reward accounting change, seasonally lower service

charges and fees as well as a reduction in mortgage banking

and trust and investment sales

Mortgage banking fees down $2 million, largely reflecting

mortgage servicing rights valuation and lower volumes

largely offset by the benefit of higher loan sale gains and

application volumes

Noninterest expense decreased $8 million, reflecting the impact

of the card reward accounting change, lower outside services

expense, partially offset by increased salaries and employee

benefits including seasonally higher payroll taxes

Prior-year quarter:

Net income up $10 million, or 16%

Total revenue up $37 million reflecting strength in NII on higher

interest rates and improving loan portfolio mix as well as lower

deposit costs

Average loans up $3.5 billion and average deposits up

$3.4 billion

Noninterest expense increased $20 million, or 3%, given

continued investment in the business to drive further growth

1Q16 change from

$s in millions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Net interest income

581

$     

565

$     

533

$     

16

$       

3

%

48

$       

9

%

Noninterest income

208

226

219

(18)

(8)

(11)

(5)

Total revenue

789

791

752

(2)

—

37

5

Noninterest expense

616

624

596

(8)

(1)

20

3

Pre-provision profit

173

167

156

6

4

17

11

Provision for credit losses

63

65

63

(2)

(3)

—

—

Income before income tax

expense

110

102

93

8

8

17

18

Income tax expense

39

35

32

4

11

7

22

Net income

71

$       

67

$       

61

$       

4

$         

6

%

10

$       

16

%

Average balances

$s in billions

Total loans and leases

(2)

53.7

$   

52.7

$   

50.3

$   

1.0

$      

2

%

3.5

$      

7

%

Total deposits

70.9

$   

70.9

$   

67.5

$   

(0.1)

$    

—

%

3.4

$      

5

%

Mortgage Banking metrics

Originations

1,386

$ 

1,426

$ 

1,211

$ 

(40)

$     

(3)

%

175

$     

14

%

Origination Pipeline

2,126

1,684

1,683

442

26

%

443

26

%

Gain on sale of secondary

originations

2.40%

1.77%

2.65%

63

bps

(25)

bps

Performance metrics

ROTCE

(1,3)

5.6%

5.5%

5.3%

9

bps

29

bps

Efficiency ratio

(1)

78%

79%

79%

(77)

bps

(117)

bps

Commercial Banking segment

24

1)

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

2)

Includes held for sale.

3)

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

regulatory capital is equivalent to a sustainable target level for tier 1 common equity and then allocate that approximation to the segments based on

economic capital.

Highlights

1Q16 change from

$s in millions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Net interest income

300

$     

301

$     

276

$     

(1)

$        

—

%

24

$       

9

%

Noninterest income

99

107

100

(8)

(7)

(1)

(1)

Total revenue

399

408

376

(9)

(2)

23

6

Noninterest expense

187

180

173

7

4

14

8

Pre-provision profit

212

228

203

(16)

(7)

9

4

Provision for credit losses

9

(2)

(21)

11

550

30

143

Income before income tax

expense

203

230

224

(27)

(12)

(21)

(9)

Income tax expense

70

78

77

(8)

(10)

(7)

(9)

Net income

133

$     

152

$     

147

$     

(19)

$     

(13)

%

(14)

$     

(10)

%

Average balances

$s in billions

Total loans and leases

(2)

43.9

$   

42.6

$   

40.2

$   

1.3

$      

3

%

3.7

$      

9

%

Total deposits

24.8

$   

24.6

$   

21.9

$   

0.2

$      

1

%

2.9

$      

13

%

Performance metrics

ROTCE

(1,3)

11.2%

12.6%

13.2%

(138)

bps

(196)

bps

Efficiency ratio

(1)

47%

44%

46%

272

bps

73

bps

Linked quarter:

Commercial Banking net income decreased $19 million, or 13%

Total revenue decreased $9 million, with net interest income

relatively stable with higher deposit costs and nonaccruals

offsetting the benefit of higher interest rates

Strength in Mid-corporate and Industry Verticals, Corporate

Finance, Commercial Real Estate and Middle Market

Average deposits up slightly from 4Q15

Noninterest income decreased $8 million due in part to lower

interest-rate products and leasing income and service charges

and fees offsetting higher Capital Markets fees

Noninterest expense increased $7 million, or 4%, partly due to

higher salary and benefits expense

Prior-year quarter:

Net income decreased $14 million, or 10%

Net interest income was up $24 million reflecting the benefit of

higher interest rates and a $3.7 billion increase in average loans

and $2.9 billion increase in deposits

Noninterest income was relatively stable as strength in service

charges and fees was offset by lower leasing income and foreign

exchange and letter of credit fees

Noninterest expense increased $14 million, reflecting increased

outside services and salary and benefits costs associated with

continued sales force expansion

Other

25

Linked quarter:

Other recorded net income of $19 million, up $17 million as

higher net interest income and lower provision for credit losses

were partially offset by lower noninterest income and higher

noninterest expense

Net interest income increased $19 million largely reflecting

favorable residual funds transfer pricing, partially offset by higher

wholesale funding costs and a lower FRB stock dividend

Noninterest income decreased $6 million, reflecting lower bank-

owned life insurance benefits, the impact of a 4Q15 gain on a

sub-debt redemption and lower securities gains

Noninterest expense increased $2 million driven by seasonally

higher incentive compensation

Provision for credit losses decreased $9 million

Reflects a $8 million reserve build versus a $14 million build

in the prior quarter

Also reflects a $3 million decrease in non-core

charge-offs

Prior-year quarter:

Net income increased $18 million

Net interest income decreased $4 million

Noninterest income decreased $5 million

Noninterest expense down $33 million from 1Q15 which included

restructuring charges and special items

Provision for credit losses increased $3 million

Reflects an $8 million reserve build versus a $4 million build

in the prior-year quarter

Highlights

1Q16 change from

$s in millions

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Net interest income

23

$       

4

$         

27

$       

19

$       

475

%

(4)

$        

(15)

%

Noninterest income

23

29

28

(6)

(21)

(5)

(18)

Total revenue

46

33

55

13

39

(9)

(16)

Noninterest expense

8

6

41

2

33

(33)

(80)

Pre-provision profit (loss)

38

27

14

11

41

24

171

Provision for credit losses

19

28

16

(9)

(32)

3

19

Income (loss) before income

tax expense (benefit)

19

(1)

(2)

20

NM

21

NM

Income tax expense (benefit)

—

(3)

(3)

3

100

3

100

Net income (loss)

19

$       

2

$         

1

$         

17

$       

NM

%

18

$       

NM

%

Average balances

$s in billions

Total loans and leases

3.0

$      

3.2

$      

3.8

$      

(0.2)

$    

(6)

%

(0.8)

$    

(21)

%

Total deposits

6.3

$      

5.8

$      

6.2

$      

0.4

$      

8

%

0.1

$      

1

%

—

—

—

$53.0 billion

1Q16 retail portfolio

(1)

$48.0 billion

1Q16 commercial portfolio

(2)

Mid-Atlantic

Midwest

New England

(2)

Leases

C&I

CRE

Mid-Atlantic

Midwest

New England

26

Diversified and granular loan mix

Weighted-average FICO score of 756

(3)

86% collateralized

(3)

69% of the consumer real estate portfolio is secured by a 1

st

lien

(3)

Highly granular, diversified portfolio with an average loan balance of less

than $10 million across the C&I, CRE and Leasing portfolios

Home

Equity

Indirect

Auto

Residential Mortgage

Education Finance

Credit Cards

Other

Non-Core

Business

Banking

Retail NCO%

(4)

Retail NPL%

(5)

Commercial NPL%

(7)

Commercial NCO%

(6)

Non-Core

31%

13%

31%

25%

Out of

footprint

(8)

25%

15%

33%

27%

CFG           Peers

CFG vs. Peers

Out of

footprint

(8)

1)

Includes loans and leases (other than loans held for sale) from our Other portfolio allocated by product class according to our risk management system.

2)

Includes owner-occupied commercial real estate.

3)

Portfolio balances as of March 31, 2016. FICO score, LTV ratio, loan term, lien position, risk rating, property type, industry sector and geographic stratifications as of February 29, 2016, as applicable.

4)

Source: Company data and SNL, includes core and non-core loans – Peers include BB&T, Comerica, Fifth Third, Key, M&T, PNC, Regions, SunTrust and U.S. Bancorp.

5)

Source: Company data and SNL, includes core and non-core loans – NPL% equals Nonaccrual plus 90+ days past due and still accruing loans (excluding FDIC “covered” loans and loans guaranteed by the U.S. government) as a % of total.

6)

Note: Includes non-core loans, which total 1% of Commercial loans. Product view. Source: Company data and SNL – Regulatory reporting basis; peer banks include: BB&T, Comerica, Fifth Third, Key, M&T, PNC, Regions, SunTrust and U.S Bancorp.

7)

Product view. Source: Company data and SNL includes core and non-core loans – Regulatory reporting basis; peer banks include: BB&T, Comerica, Fifth Third, Key, M&T, PNC, Regions, SunTrust, and U.S. Bancorp. NPL% equals nonaccrual plus

90+ days past due and still-accruing loans (excluding covered loans and loans guaranteed by the U.S. government) as a % of total.

8)

Footprint defined as 11-state branch footprint (CT, DE, MA, MI, NH, NJ, NY, OH, PA, RI & VT) and contiguous states where CFG maintains offices (IL, IN, KY, MD & ME).

25%

19%

17%

5%

8%

26%

1.8%

98.2%

6%

9%

42%

21%

22%

Oil & Gas portfolio overview

Well-diversified portfolio with ~100 clients

Includes $339 million of corporate aircraft leases arising from

Asset Finance

$200 million of loans across six credits moved to nonperforming

status in 1Q16 following new regulatory guidance related to

multi-tiered structures

All loans current, still paying

No charge-offs have been recorded

No second lien positions

Oil and gas portfolio loan loss reserves of $61 million as of

3/31/16

Reserves to total loans of more price-sensitive portfolios

now at 6.3%

(3)

No E&P customers have filed bankruptcy

27

Highlights

Total loans outstanding

Oil & Gas

All other loans

AAA to A-

BBB+ to BBB-

BB+ to BB-

B+ to

B

B-

and

lower

15% investment grade

~$1.1 billion

more sensitive

to declining oil

prices

Midstream

Integrated

Downstream

Reserve-Based

Lending (RBL)

Upstream,

Non-RBL

Oil Field

Services

Oil & Gas portfolio

by Sub-sector

Oil & Gas portfolio

by Investment grade-equivalent risk rating

(2)

1Q16 Oil & Gas Outstandings

$s in millions

Total

O/S

Utilized

%

Criticized

%

Nonaccrual

status

Less price-sensitive total

706

$      

64%

0%

0

$             

Upstream

314

82%

Oilfield Services

344

67%

RBL

457

63%

More price-sensitive total

1,115

69%

49%

210

Total Oil & Gas

1,821

$   

67%

30%

210

$         

(1)

1)

Includes Downstream, Integrated, and Midstream sub-categories.

2)

Portfolio balances as of March 31, 2016. FICO score, LTV ratio, loan term, lien position, risk rating, property type, industry sector and geographic stratifications as of February 29, 2016 as applicable.

3)

Reserves/(More price-sensitive Oil & Gas portfolio outstandings - leases secured by aircraft ($135 million)).

Restructuring charges and special items

28

1)

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.

$s in millions, except per share data

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”).

Restructuring

charges

and

special

items

(1)

1Q16 change from

1Q16

4Q15

1Q15

4Q15

1Q15

$

%

$

%

Pre-tax restructuring charges and

special items

—

—

10

—

NM

%

(10)

NM

%

After-tax restructuring charges and

special items

—

—

6

—

NM

(6)

NM

Diluted EPS impact

—

$          

—

$          

0.01

$       

—

$          

NM

%

(0.01)

$     

NM

%

Non-GAAP financial measures

29

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 “noninterest income”, “total revenue”, “ noninterest expense”, “pre-provision profit”, “income before income tax

expense”, “income tax expense”, “net income”, “net income available to common stockholders”, “salaries and employee benefits”, “outside services”, “occupancy”,

“equipment expense”, “other operating expense”, “net income per average common share”, “return on 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”, “efficiency ratio”, “pro forma Basel III fully phased-in common equity tier 1 capital”, “operating leverage”, “noninterest income before accounting change” and

“card fee income before accounting change” 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

30

(Excluding restructuring charges and special items)

$s in millions, except per share data

1Q16

4Q15

3Q15

2Q15

1Q15

Noninterest income, excluding special items:

Noninterest income (GAAP)

$330

$362

$353

$360

$347

Less: Special items

—

—

—

—

—

Noninterest income, excluding special items (non-GAAP)

$330

$362

$353

$360

$347

Total revenue, excluding special items:

Total revenue (GAAP)

A

$1,234

$1,232

$1,209

$1,200

$1,183

Less: Special items

—

—

—

—

—

Total revenue, excluding special items (non-GAAP)

B

$1,234

$1,232

$1,209

$1,200

$1,183

Noninterest expense, excluding restructuring charges and special items:

Noninterest expense (GAAP)

C

$811

$810

$798

$841

$810

Less: Restructuring charges and special items

—

—

—

40 

10

Noninterest expense, excluding restructuring charges and special items (non-GAAP)

D

$811

$810

$798

$801

$800

Pre-provision profit, excluding restructuring charges and special items:

Total revenue, excluding restructuring charges and special items (non-GAAP)

$1,234

$1,232

$1,209

$1,200

$1,183

Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)

811 

810 

798 

801 

800

Pre-provision profit, excluding restructuring charges and special items (non-GAAP)

$423

$422

$411

$399

$383

Income before income tax expense, excluding restructuring charges and special items:

Income before income tax expense (GAAP)

$332

$331

$335

$282

$315

Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP)

—

—

—

(40)

(10)

Income before income tax expense, excluding restructuring charges and special items (non-GAAP)

$332

$331

$335

$322

$325

Income tax expense, excluding restructuring charges and special items:

Income tax expense (GAAP)

$109

$110

$115

$92

$106

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

—

—

—

(15)

(4)

Income tax expense, excluding restructuring charges and special items (non-GAAP)

$109

$110

$115

$107

$110

Net income, excluding restructuring charges and special items:

Net income (GAAP)

E

$223

$221

$220

$190

$209

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

—

—

—

25 

6

Net income, excluding restructuring charges and special items (non-GAAP)

F

$223

$221

$220

$215

$215

Net income available to common stockholders (GAAP),  excluding restructuring charges and special items:

Net income available to common stockholders (GAAP)

G

$216

$221

$213

$190

$209

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

—

—

—

25 

6

Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)

H

$216

$221

$213

$215

$215

Return on average common equity, excluding restructuring charges and special items:

Average common equity (GAAP)

I

$19,567

$19,359

$19,261

$19,391

$19,407

Return on average common equity, excluding restructuring charges and special items (non-GAAP)

H/I

4.45 %

4.51 %

4.40 %

4.45 %

4.49 %

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

restructuring charges and special items:

Average common equity (GAAP)

I

$19,567

$19,359

$19,261

$19,391

$19,407

Less: Average goodwill (GAAP)

                  6,876

                   6,876

                   6,876

                   6,876

                   6,876

Less: Average other intangibles (GAAP)

                           3

                           3

                           4

                           5

                           5

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

                      481

                       468

                       453

                       437

                       422

Average tangible common equity (non-GAAP)

J

$13,169

$12,948

$12,834

$12,947

$12,948

Return on average tangible common equity (non-GAAP)

G/J

6.61 %

6.75 %

6.60 %

5.90 %

6.53 %

Return on average tangible common equity, excluding preferred dividends (non-GAAP)

E/J

6.82 %

6.75 %

6.81 %

5.90 %

6.53 %

Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)

H/J

6.61 %

6.75 %

6.60 %

6.67 %

6.73 %

QUARTERLY TRENDS

Non-GAAP reconciliation table

31

(Excluding restructuring charges and special items)

$s in millions, except per share data

1Q16

4Q15

3Q15

2Q15

1Q15

Return on average total assets, excluding restructuring charges and special items:

Average total assets (GAAP)

K

$138,780

$136,298

$135,103

$135,521

$133,325

Return on average total assets, excluding restructuring charges and special items (non-GAAP)

F/K

0.65%

0.64%

0.65%

0.64%

0.65%

Return on average total tangible assets and return on average total tangible assets, excluding restructuring

charges and special items:

Average total assets (GAAP)

K

$138,780

$136,298

$135,103

$135,521

$133,325

Less: Average goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

Less: Average other intangibles (GAAP)

3

3

4

5

5

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

481

468

453

437

422

Average tangible assets (non-GAAP)

L

$132,382

$129,887

$128,676

$129,077

$126,866

Return on average total tangible assets (non-GAAP)

E/L

0.68%

0.67%

0.68%

0.59%

0.67%

Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP)

F/L

0.68%

0.67%

0.68%

0.67%

0.69%

Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:

Efficiency ratio (non-GAAP)

C/A

65.66%

65.76%

66.02%

70.02%

68.49%

Efficiency ratio, excluding restructuring charges and special items (non-GAAP)

D/B

65.66%

65.76%

66.02%

66.70%

67.65%

Tangible book value per common share:

Common shares -

at end of period (GAAP)

M

528,933,727

527,774,428

527,636,510

537,149,717

547,490,812

Common stockholders' equity (GAAP)

$19,718

$19,399

$19,353

$19,339

$19,564

Less: Goodwill (GAAP)

6,876

6,876

6,876

6,876

6,876

Less: Other intangible assets (GAAP)

3

3

3

4

5

Add: Deferred tax liabilities related to goodwill (GAAP)

494

480

465

450

434

Tangible common equity (non-GAAP)

N

$13,333

$13,000

$12,939

$12,909

$13,117

Tangible book value per common share (non-GAAP)

N/M

$25.21

$24.63

$24.52

$24.03

$23.96

Net income per average common share -

basic and diluted, excluding restructuring charges and special items:

Average common shares outstanding -

basic (GAAP)

O

528,070,648

527,648,630

530,985,255

537,729,248

546,291,363

Average common shares outstanding -

diluted (GAAP)

P

530,446,188

530,275,673

533,398,158

539,909,366

549,798,717

Net income available to common stockholders (GAAP)

G

$216

$221

$213

$190

$209

Net income per average common share -

basic (GAAP)

G/O

0.41

0.42

0.40

0.35

0.38

Net income per average common share -

diluted (GAAP)

G/P

0.41

0.42

0.40

0.35

0.38

Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)

H

216

221

213

215

215

Net income per average common share -

basic, excluding restructuring charges and special items (non-GAAP)

H/O

0.41

0.42

0.40

0.40

0.39

Net income per average common share -

diluted, excluding restructuring charges and special items (non-GAAP)

H/P

0.41

0.42

0.40

0.40

0.39

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

1

:

Common equity tier 1 (regulatory)

$13,570

$13,389

$13,200

$13,270

$13,360

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

1

2

2

3

3

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

Q

$13,569

$13,387

$13,198

$13,267

$13,357

Risk-weighted assets (regulatory general risk weight approach)

$116,591

$114,084

$112,277

$112,131

$109,786

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

232

244

243

247

242

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

R

$116,823

$114,328

$112,520

$112,378

$110,028

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

1

Q/R

11.6%

11.7%

11.7%

11.8%

12.1%

QUARTERLY TRENDS

1

Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in through 2019, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating

RWAs, effective January 1, 2015

Non-GAAP reconciliation table

32

(Excluding restructuring charges and special items)

$s in millions, except per share data

1Q16

4Q15

3Q15

2Q15

1Q15

Salaries and employee benefits, excluding restructuring charges and special items:

Salaries and employee benefits (GAAP)

$425

$402

$404

$411

$419

Less: Restructuring charges and special items

—

(2)

—

6 

(1)

Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP)

$425

$404

$404

$405

$420

Outside services, excluding restructuring charges and special items:

Outside services (GAAP)

$91

$104

$89

$99

$79

Less: Restructuring charges and special items

—

2 

—

16 

8 

Outside services, excluding restructuring charges and special items (non-GAAP)

$91

$102

$89

$83

$71

Occupancy, excluding restructuring charges and special items:

Occupancy (GAAP)

$76

$74

$75

$90

$80

Less: Restructuring charges and special items

—

—

—

15 

2 

Occupancy, excluding restructuring charges and special items (non-GAAP)

$76

$74

$75

$75

$78

Equipment expense, excluding restructuring charges and special items:

Equipment expense (GAAP)

$65

$67

$62

$65

$63

Less: Restructuring charges and special items

—

—

—

—

1 

Equipment expense, excluding restructuring charges and special items (non-GAAP)

$65

$67

$62

$65

$62

Other operating expense, excluding restructuring charges and special items:

Other operating expense (GAAP)

$115

$125

$133

$139

$133

Less: Restructuring charges and special items

—

—

—

3 

—

Other operating expense, excluding restructuring charges and special items (non-GAAP)

$115

$125

$133

$136

$133

Restructuring charges and special expense items include:

Restructuring charges

$—

$—

$—

$25

$1

Special items

—

—

—

15 

9 

Restructuring charges and special expense items before income tax expense

$—

$—

$—

$40

$10

1Q16 vs 4Q15

1Q16 vs 1Q15

1Q16

4Q15

3Q15

2Q15

1Q15

% Change

% Change

Operating leverage:

Total revenue (GAAP)

A

$1,234

$1,232

$1,209

$1,200

$1,183

0.2%

4.3%

Noninterest expense (GAAP)

C

$811

$810

$798

$841

$810

0.1%

0.1%

Operating leverage (GAAP)

0.0%

4.2%

Operating leverage, excluding restructuring charges and special items:

Total revenue, excluding restructuring charges and special items (non-GAAP)

B

$1,234

$1,232

$1,209

$1,200

$1,183

0.2%

4.3%

Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)

D

$811

$810

$798

$801

$800

0.1%

1.4%

Operating leverage, excluding restructuring charges and special items: (non-GAAP)

0.0%

2.9%

1Q16 vs 1Q15

1Q16 vs 1Q15

Noninterest income:

$ Change

% Change

Noninterest income (GAAP)

$330

$347

($17)

(5)%

Add: Reward accounting change

7 

—

7 

NM

Noninterest income, before accounting change (non-GAAP)

$337

$347

($10)

(3)%

Card fee income:

Card fees (GAAP)

$50

$52

($2)

Add: Reward accounting change

7 

—

7 

Card fee income, before accounting change (non-GAAP)

$57

$52

$5

QUARTERLY TRENDS

QUARTERLY TRENDS

Non-GAAP reconciliation table

33

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 (GAAP)

A

$71

$133

$19

$223

$67

$152

$2

$221

$68

$145

$7

$220

Less: Preferred stock dividends

—

—

7

7

—

—

—

—

—

—

7

7

Net income available to common stockholders

B

$71

$133

$12

$216

$67

$152

$2

$221

$68

$145

$—

$213

Return on average tangible common equity:

Average common equity (GAAP)

$5,089

$4,790

$9,688

$19,567

$4,831

$4,787

$9,741

$19,359

$4,791

$4,722

$9,748

$19,261

Less: Average goodwill (GAAP)

—

—

6,876

6,876

—

—

6,876

6,876

—

—

6,876

6,876

          Average other intangibles (GAAP)

—

—

3

3

—

—

3

3

—

—

4

4

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

—

—

481

481

—

—

468

468

—

—

453

453

Average tangible common equity (non-GAAP)

C

$5,089

$4,790

$3,290

$13,169

$4,831

$4,787

$3,330

$12,948

$4,791

$4,722

$3,321

$12,834

Return on average tangible common equity (non-GAAP):

B/C

5.59%

11.19%

NM

6.61%

5.50%

12.57%

NM

6.75%

5.67%

12.24%

NM

6.60%

Return on average total tangible assets:

Average total assets (GAAP)

$55,116

$45,304

$38,360

$138,780

$54,065

$43,835

$38,398

$136,298

$53,206

$43,113

$38,784

$135,103

Less: Average goodwill (GAAP)

—

—

6,876

6,876

—

—

6,876

6,876

—

—

6,876

6,876

          Average other intangibles (GAAP)

—

—

3

3

—

—

3

3

—

—

4

4

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

—

—

481

481

—

—

468

468

—

—

453

453

Average tangible assets (non-GAAP)

D

$55,116

$45,304

$31,962

$132,382

$54,065

$43,835

$31,987

$129,887

$53,206

$43,113

$32,357

$128,676

Return on average total tangible assets (non-GAAP)

A/D

0.52%

1.18%

NM

0.68%

0.49%

1.37%

NM

0.67%

0.51%

1.34%

NM

0.68%

Efficiency ratio:

Noninterest expense (GAAP)

E

$616

$187

$8

$811

$624

$180

$6

$810

$623

$175

$—

$798

Net interest income (GAAP)

581

300

23

904

565

301

4

870

556

299

1

856

Noninterest income (GAAP)

208

99

23

330

226

107

29

362

235

100

18

353

Total revenue

F

$789

$399

$46

$1,234

$791

$408

$33

$1,232

$791

$399

$19

$1,209

Efficiency ratio (non-GAAP)

E/F

78.08%

46.74%

NM

65.66%

78.85%

44.02%

NM

65.76%

78.72%

43.75%

NM

66.02%

THREE MONTHS ENDED SEPTEMBER 30,

2016

2015

2015

THREE MONTHS ENDED MARCH 31,

THREE MONTHS ENDED DECEMBER 31,

Non-GAAP Reconciliation -

Segments

$s in millions

Non-GAAP reconciliation table

34

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

$66

$135

($11)

$190

$61

$147

$1

$209

Less: Preferred stock dividends

—

—

—

—

—

—

—

—

Net income available to common stockholders

B

$66

$135

($11)

$190

$61

$147

$1

$209

Return on average tangible common equity:

Average total assets (GAAP)

$4,681

$4,625

$10,085

$19,391

$4,649

$4,526

$10,232

$19,407

Less: Average goodwill (GAAP)

—

—

6,876

6,876

—

—

6,876

6,876

          Average other intangibles (GAAP)

—

—

5

5

—

—

5

5

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

—

—

437

437

—

—

422

422

Average tangible common equity (non-GAAP)

C

$4,681

$4,625

$3,641

$12,947

$4,649

$4,526

$3,773

$12,948

Return on average tangible common equity (non-GAAP):

B/C

5.66%

11.69%

NM

5.90%

5.30%

13.15%

NM

6.53%

Return on average total tangible assets:

Average total assets (GAAP)

$52,489

$42,617

$40,415

$135,521

$51,602

$41,606

$40,117

$133,325

Less: Average goodwill (GAAP)

—

—

6,876

6,876

—

—

6,876

6,876

          Average other intangibles (GAAP)

—

—

5

5

—

—

5

5

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

—

—

437

437

—

—

422

422

Average tangible assets (non-GAAP)

D

$52,489

$42,617

$33,971

$129,077

$51,602

$41,606

$33,658

$126,866

Return on average total tangible assets (non-GAAP)

A/D

0.51%

1.27%

NM

0.59%

0.48%

1.43%

NM

0.67%

Efficiency ratio:

Noninterest expense (GAAP)

E

$613

$181

$47

$841

$596

$173

$41

$810

Net interest income (GAAP)

544

286

10

840

533

276

27

836

Noninterest income (GAAP)

230

108

22

360

219

100

28

347

Total revenue

F

$774

$394

$32

$1,200

$752

$376

$55

$1,183

Efficiency ratio (non-GAAP)

E/F

79.25%

46.07%

NM

70.02%

79.25%

46.01%

NM

68.49%

2015

2015

THREE MONTHS ENDED JUNE 30,

THREE MONTHS ENDED MARCH 31,

35

EX-99.3

Exhibit 99.3

Citizens Financial Group, Inc.

Financial Supplement

First Quarter 2016

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		20
Nonperforming Assets		21
Charge-offs, Recoveries and Related Ratios		22
Summary of Changes in the Allowances		24
Allowance Components		25
Capital and Ratios		26
Per-Share Related Information		27
Non-GAAP Financial Measures and Reconciliations		28
Forward-Looking Statements		34

2

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	QUARTERLY TRENDS
												1Q16 Change
	1Q16		4Q15		3Q15		2Q15			1Q15		4Q15						1Q15
												$			%			$			%
SELECTED OPERATING DATA
Total revenue	$	1,234	$	1,232	$	1,209	$	1,200		$	1,183	$	2			—	%	$	51			4	%
Noninterest expense		811		810		798		841			810		1			—			1			—
Profit before provision for credit losses		423		422		411		359			373		1			—			50			13
Provision for credit losses		91		91		76		77			58		—			—			33			57
NET INCOME		223		221		220		190			209		2			1			14			7
Net income, excluding restructuring charges and special items1		223		221		220		215			215		2			1			8			4
Net income available to common stockholders		216		221		213		190			209		(5	)		(2	)		7			3
Net income available to common stockholders, excluding restructuring charges and special items1		216		221		213		215			215		(5	)		(2	)		1			—
PER COMMON SHARE DATA
Basic earnings	$	0.41	$	0.42	$	0.40	$	0.35		$	0.38	($	0.01	)		(2%	)	$	0.03			8	%
Diluted earnings		0.41		0.42		0.40		0.35			0.38		(0.01	)		(2	)		0.03			8
Basic earnings, excluding restructuring charges and special items1		0.41		0.42		0.40		0.40			0.39		(0.01	)		(2	)		0.02			5
Diluted earnings, excluding restructuring charges1		0.41		0.42		0.40		0.40			0.39		(0.01	)		(2	)		0.02			5
Cash dividends declared and paid per share		0.10		0.10		0.10		0.10			0.10		—			—			—			—
Book value		37.28		36.76		36.68		36.00			35.73		0.52			1			1.55			4
Tangible book value1		25.21		24.63		24.52		24.03			23.96		0.58			2			1.25			5
COMMON SHARES OUTSTANDING
Average: Basic		528,070,648		527,648,630		530,985,255		537,729,248			546,291,363		422,018			—	%		(18,220,715	)		(3%	)
Diluted		530,446,188		530,275,673		533,398,158		539,909,366			549,798,717		170,515			—			(19,352,529	)		(4	)
Common shares at period-end		528,933,727		527,774,428		527,636,510		537,149,717			547,490,812		1,159,299			—			(18,557,085	)		(3	)
Closing share price	$	20.95	$	26.19	$	23.86	$	27.31		$	24.13	($	5.24	)		(20	)	($	3.18	)		(13	)
Market capitalization		11,081		13,822		12,589		14,670			13,211		(2,741	)		(20	)		(2,130	)		(16	)
SEGMENT NET INCOME
Consumer Banking	$	71	$	67	$	68	$	66		$	61	$	4			6	%	$	10			16	%
Commercial Banking		133		152		145		135			147		(19	)		(13	)		(14	)		(10	)
Other		19		2		7		(11	)		1		17			850			18			1,800
NET INCOME	$	223	$	221	$	220	$	190		$	209	$	2			1	%	$	14			7	%

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 28-33.

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions, except ratio and headcount data)

	QUARTERLY TRENDS
																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
FINANCIAL RATIOS
Net interest margin		2.86	%		2.77	%		2.76	%		2.72	%		2.77	%		9	bps					9	bps
Return on average common equity		4.45			4.51			4.40			3.94			4.36			(6	) bps					9	bps
Return on average common equity, excluding restructuring charges and special items1		4.45			4.51			4.40			4.45			4.49			(6	) bps					(4	) bps
Return on average tangible common equity1		6.61			6.75			6.60			5.90			6.53			(14	) bps					8	bps
Return on average tangible common equity, excluding restructuring and special items1		6.61			6.75			6.60			6.67			6.73			(14	) bps					(12	) bps
Return on average total assets		0.65			0.64			0.65			0.56			0.63			1	bps					2	bps
Return on average total assets, excluding restructuring charges and special items1		0.65			0.64			0.65			0.64			0.65			1	bps					—	bps
Return on average total tangible assets1		0.68			0.67			0.68			0.59			0.67			1	bps					1	bps
Return on average total tangible assets, excluding restructuring and special items1		0.68			0.67			0.68			0.67			0.69			1	bps					(1	) bps
Effective income tax rate		32.87			33.45			34.12			32.69			33.68			(58	) bps					(81	) bps
Efficiency ratio1		65.66			65.76			66.02			70.02			68.49			(10	) bps					(283	) bps
Efficiency ratio, excluding restructuring and special items1		65.66			65.76			66.02			66.70			67.65			(10	) bps					(199	) bps
CAPITAL RATIOS - PERIOD END (PRELIMINARY)2
CET1 capital ratio		11.6	%		11.7	%		11.8	%		11.8	%		12.2	%
Tier 1 capital ratio		11.9			12.0			12.0			12.1			12.2
Total capital ratio		15.1			15.3			15.4			15.3			15.5
Tier 1 leverage ratio		10.4			10.5			10.4			10.4			10.5
SELECTED BALANCE SHEET DATA (PERIOD END)
Total assets	$	140,077		$	138,208		$	135,447		$	137,251		$	136,535		$	1,869			1	%	$	3,542			3	%
Loans and leases:
Commercial		47,972			46,214			45,269			45,068			43,982			1,758			4			3,990			9
Retail		53,019			52,828			52,162			51,470			50,512			191			—			2,507			5
Total loans and leases		100,991			99,042			97,431			96,538			94,494			1,949			2			6,497			7
Deposits	$	102,606		$	102,539		$	101,866		$	100,615		$	98,990		$	67			—		$	3,616			4
Long-term borrowed funds		10,035			9,886			4,153			3,890			3,904			149			2			6,131			157
Total stockholders’ equity		19,965			19,646			19,600			19,586			19,564			319			2			401			2
Loans-to-deposits ratio (period-end balances)3		99.16	%		96.94	%		96.06	%		96.64	%		95.84	%		222	bps					332	bps
Loans-to-deposits ratio (average balances)3		98.66			97.21			96.29			97.49			98.58			145	bps					8	bps
Full-time equivalent employees		17,902			17,714			17,817			17,903			17,792			188			1			110			1

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 28-33.

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 are prepared using the Basel III standardized transitional approach.

³ Ratios include loans and leases held for sale.

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(dollars in millions)

	QUARTERLY TRENDS
											1Q16
	1Q16		4Q15		3Q15		2Q15		1Q15		4Q15						1Q15
											$			%			$			%
INTEREST INCOME:
Interest and fees on loans and leases	$	868	$	830	$	812	$	790	$	779	$	38			5	%	$	89			11	%
Interest and fees on loans held for sale		3		2		3		3		2		1			50			1			50
Interest and fees on other loans held for sale		1		—		3		3		1		1			—			—			—
Investment securities		145		153		154		155		159		(8	)		(5	)		(14	)		(9	)
Interest-bearing deposits in banks		2		1		2		1		1		1			100			1			100
Total interest income		1,019		986		974		952		942		33			3			77			8
INTEREST EXPENSE:
Deposits		60		60		65		60		52		—			—			8			15
Federal funds purchased and securities sold under agreements to repurchase		1		3		4		2		7		(2	)		(67	)		(6	)		(86	)
Other short-term borrowed funds		11		16		17		19		15		(5	)		(31	)		(4	)		(27	)
Long-term borrowed funds		43		37		32		31		32		6			16			11			34
Total interest expense		115		116		118		112		106		(1	)		(1	)		9			8
Net interest income		904		870		856		840		836		34			4			68			8
NONINTEREST INCOME:
Service charges and fees		144		156		145		139		135		(12	)		(8	)		9			7
Card fees		50		60		60		60		52		(10	)		(17	)		(2	)		(4	)
Trust and investment services fees		37		39		41		41		36		(2	)		(5	)		1			3
Mortgage banking fees		18		20		18		30		33		(2	)		(10	)		(15	)		(45	)
Capital markets fees		22		15		21		30		22		7			47			—			—
Foreign exchange and letter of credit fees		21		23		22		22		23		(2	)		(9	)		(2	)		(9	)
Bank-owned life insurance income		13		16		14		14		12		(3	)		(19	)		1			8
Securities gains, net		9		10		2		9		8		(1	)		(10	)		1			13
Other income		16		23		30		15		26		(7	)		(30	)		(10	)		(38	)
Total noninterest income		330		362		353		360		347		(32	)		(9	)		(17	)		(5	)
TOTAL REVENUE		1,234		1,232		1,209		1,200		1,183		2			—			51			4
Provision for credit losses		91		91		76		77		58		—			—			33			57
NONINTEREST EXPENSE:
Salaries and employee benefits		425		402		404		411		419		23			6			6			1
Outside services		91		104		89		99		79		(13	)		(13	)		12			15
Occupancy		76		74		75		90		80		2			3			(4	)		(5	)
Equipment expense		65		67		62		65		63		(2	)		(3	)		2			3
Amortization of software		39		38		35		37		36		1			3			3			8
Other operating expense		115		125		133		139		133		(10	)		(8	)		(18	)		(14	)
Total noninterest expense		811		810		798		841		810		1			—			1			—
Income before income tax expense		332		331		335		282		315		1			—			17			5
Income tax expense		109		110		115		92		106		(1	)		(1	)		3			3
NET INCOME	$	223	$	221	$	220	$	190	$	209	$	2			1	%	$	14			7	%
Net income, excluding restructuring charges and special items1	$	223	$	221	$	220	$	215	$	215	$	2			1	%	$	8			4	%
Net income available to common stockholders	$	216	$	221	$	213	$	190	$	209	($	5	)		(2%	)	$	7			3	%
Net income available to common stockholders, excluding restructuring charges and special items1	$	216	$	221	$	213	$	215	$	215	($	5	)		(2%	)	$	1			—	%

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 28-33

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(dollars in millions)

PERIOD END BALANCES	AS OF															MARCH 31, 2016 CHANGE
	Mar 31, 2016			Dec 31, 2015			Sept 30, 2015			June 30, 2015			Mar 31, 2015			Dec 31, 2015						Mar 31, 2015
																$			%			$			%
ASSETS:
Cash and due from banks	$	839		$	1,099		$	1,067		$	961		$	954		($	260	)		(24	%)	($	115	)		(12	%)
Interest-bearing cash and due from banks		1,016			1,986			689			1,908			4,050			(970	)		(49	)		(3,034	)		(75	)
Interest-bearing deposits in banks		534			356			363			186			615			178			50			(81	)		(13	)
Securities available for sale, at fair value		17,964			17,884			18,197			18,662			19,041			80			—			(1,077	)		(6	)
Securities held to maturity		5,129			5,258			5,285			5,567			5,178			(129	)		(2	)		(49	)		(1	)
Other investment securities, at fair value		68			70			50			44			41			(2	)		(3	)		27			66
Other investment securities, at cost		896			863			822			861			861			33			4			35			4
Loans held for sale, at fair value		365			325			369			397			322			40			12			43			13
Other loans held for sale		386			40			51			300			54			346			865			332			615
Loans and leases		100,991			99,042			97,431			96,538			94,494			1,949			2			6,497			7
Less: Allowance for loan and lease losses		(1,224	)		(1,216	)		(1,201	)		(1,201	)		(1,202	)		(8	)		(1	)		(22	)		(2	)
Net loans and leases		99,767			97,826			96,230			95,337			93,292			1,941			2			6,475			7
Derivative assets		1,068			625			838			665			742			443			71			326			44
Premises and equipment		570			595			560			580			584			(25	)		(4	)		(14	)		(2	)
Bank-owned life insurance		1,576			1,564			1,553			1,543			1,535			12			1			41			3
Goodwill		6,876			6,876			6,876			6,876			6,876			—			—			—			—
Due from broker		161			—			—			939			—			161			—			161			—
Other assets		2,862			2,841			2,497			2,425			2,390			21			1			472			20
TOTAL ASSETS	$	140,077		$	138,208		$	135,447		$	137,251		$	136,535		$	1,869			1	%	$	3,542			3	%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Deposits:
Noninterest-bearing	$	27,186		$	27,649		$	27,373		$	26,678		$	26,670		($	463	)		(2	%)	$	516			2	%
Interest-bearing		75,420			74,890			74,493			73,937			72,320			530			1			3,100			4
Total deposits		102,606			102,539			101,866			100,615			98,990			67			—			3,616			4
Federal funds purchased and securities sold under agreements to repurchase		714			802			1,293			3,784			4,421			(88	)		(11	)		(3,707	)		(84	)
Other short-term borrowed funds		3,300			2,630			5,861			6,762			7,004			670			25			(3,704	)		(53	)
Derivative liabilities		832			485			641			556			616			347			72			216			35
Deferred taxes, net		852			730			637			558			586			122			17			266			45
Long-term borrowed funds		10,035			9,886			4,153			3,890			3,904			149			2			6,131			157
Due to broker		276			—			—			—			61			276			—			215			352
Other liabilities		1,497			1,490			1,396			1,500			1,389			7			—			108			8
TOTAL LIABILITIES		120,112			118,562			115,847			117,665			116,971			1,550			1			3,141			3
STOCKHOLDERS’ EQUITY:
Preferred stock:
$25.00 par value, 100,000,000 shares authorized		247			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		18,730			18,725			18,718			18,714			18,707			5			—			23			—
Retained earnings		2,076			1,913			1,745			1,585			1,448			163			9			628			43
Treasury stock, at cost		(858	)		(858	)		(857	)		(607	)		(357	)		—			—			(501	)		(140	)
Accumulated other comprehensive loss		(236	)		(387	)		(259	)		(359	)		(240	)		151			39			4			2
TOTAL STOCKHOLDERS’ EQUITY		19,965			19,646			19,600			19,586			19,564			319			2			401			2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	140,077		$	138,208		$	135,447		$	137,251		$	136,535		$	1,869			1	%	$	3,542			3	%
Memo: Total tangible common equity1	$	13,333		$	13,000		$	12,939		$	12,909		$	13,117		$	333			3	%	$	216			2	%

¹ This is a non-GAAP financial measure. For further information on this measure, refer to page 30.

6

LOANS AND DEPOSITS

(dollars in millions)

PERIOD END BALANCES

	AS OF										MARCH 31, 2016 CHANGE
	Mar 31, 2016		Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2015						Mar 31, 2015
											$			%			$			%
LOANS AND LEASES:
Commercial	$	34,671	$	33,264	$	32,726	$	33,027	$	32,249	$	1,407			4	%	$	2,422			8	%
Commercial real estate		9,406		8,971		8,678		8,157		7,863		435			5			1,543			20
Leases		3,895		3,979		3,865		3,884		3,870		(84	)		(2	)		25			1
Total commercial		47,972		46,214		45,269		45,068		43,982		1,758			4			3,990			9
Residential mortgages		13,345		13,318		12,792		12,253		11,808		27			—			1,537			13
Home equity loans		2,313		2,557		2,842		3,022		3,212		(244	)		(10	)		(899	)		(28	)
Home equity lines of credit		14,526		14,674		14,707		14,917		15,127		(148	)		(1	)		(601	)		(4	)
Home equity loans serviced by others1		930		986		1,054		1,126		1,192		(56	)		(6	)		(262	)		(22	)
Home equity lines of credit serviced by others1		339		389		441		494		544		(50	)		(13	)		(205	)		(38	)
Automobile		13,847		13,828		13,876		13,727		13,179		19			—			668			5
Student		5,006		4,359		3,846		3,355		2,852		647			15			2,154			76
Credit card		1,581		1,634		1,628		1,613		1,588		(53	)		(3	)		(7	)		—
Other retail		1,132		1,083		976		963		1,010		49			5			122			12
Total retail		53,019		52,828		52,162		51,470		50,512		191			—			2,507			5
Total loans and leases	$	100,991	$	99,042	$	97,431	$	96,538	$	94,494	$	1,949			2	%	$	6,497			7	%
Loans held for sale	$	365	$	325	$	369	$	397	$	322	$	40			12	%	$	43			13	%
Other loans held for sale2		386		40		51		300		54		346			865			332			615
Loans and loans held for sale	$	101,742	$	99,407	$	97,851	$	97,235	$	94,870	$	2,335			2	%	$	6,872			7	%
DEPOSITS:
Demand	$	27,186	$	27,649	$	27,373	$	26,678	$	26,670	($	463	)		(2	%)	$	516			2	%
Checking with interest		18,706		17,921		18,350		17,114		16,738		785			4			1,968			12
Regular savings		8,748		8,218		8,011		8,080		8,398		530			6			350			4
Money market accounts		35,513		36,727		35,539		35,735		34,543		(1,214	)		(3	)		970			3
Term deposits		12,453		12,024		12,593		13,008		12,641		429			4			(188	)		(1	)
Total deposits	$	102,606	$	102,539	$	101,866	$	100,615	$	98,990	$	67			—		$	3,616			4

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

² Includes $373 million of troubled debt restructured loans that were transferred from loans and leases to other loans held for sale on March 31, 2016, including $288 million of residential mortgages and $85 million of home equity loans.

7

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS

(dollars in millions)

AVERAGE BALANCES	QUARTERLY TRENDS
																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
ASSETS:
Interest-bearing cash and due from banks and deposits in banks	$	1,675		$	1,526		$	1,322		$	2,054		$	2,092		$	149			10	%	($	417	)		(20	%)
Taxable investment securities		23,864			24,129			24,440			25,081			24,955			(265	)		(1	)		(1,091	)		(4	)
Non-taxable investment securities		9			9			9			10			10			—			—			(1	)		(10	)
Total investment securities		23,873			24,138			24,449			25,091			24,965			(265	)		(1	)		(1,092	)		(4	)
Investment securities and interest-bearing deposits		25,548			25,664			25,771			27,145			27,057			(116	)		—			(1,509	)		(6	)
Commercial		34,018			33,080			32,832			32,855			31,911			938			3			2,107			7
Commercial real estate		9,108			8,855			8,406			7,947			7,700			253			3			1,408			18
Leases		3,917			3,884			3,936			3,894			3,895			33			1			22			1
Total commercial		47,043			45,819			45,174			44,696			43,506			1,224			3			3,537			8
Residential mortgages		13,465			13,030			12,470			11,980			11,855			435			3			1,610			14
Home equity loans		2,471			2,751			2,928			3,138			3,332			(280	)		(10	)		(861	)		(26	)
Home equity lines of credit		14,632			14,659			14,813			15,084			15,310			(27	)		—			(678	)		(4	)
Home equity loans serviced by others1		958			1,017			1,086			1,134			1,193			(59	)		(6	)		(235	)		(20	)
Home equity lines of credit serviced by others1		340			375			425			469			522			(35	)		(9	)		(182	)		(35	)
Automobile		13,792			13,824			13,810			13,484			12,933			(32	)		—			859			7
Student		4,852			4,052			3,530			3,029			2,623			800			20			2,229			85
Credit cards		1,601			1,625			1,616			1,606			1,637			(24	)		(1	)		(36	)		(2	)
Other retail		1,108			1,047			939			986			1,041			61			6			67			6
Total retail		53,219			52,380			51,617			50,910			50,446			839			2			2,773			5
Total loans and leases		100,262			98,199			96,791			95,606			93,952			2,063			2			6,310			7
Loans held for sale		306			325			327			308			242			(19	)		(6	)		64			26
Other loans held for sale		49			13			128			146			91			36			277			(42	)		(46	)
Interest-earning assets		126,165			124,201			123,017			123,205			121,342			1,964			2			4,823			4
Allowance for loan and lease losses		(1,212	)		(1,196	)		(1,197	)		(1,198	)		(1,192	)		(16	)		(1	)		(20	)		(2	)
Goodwill		6,876			6,876			6,876			6,876			6,876			—			—			—			—
Other noninterest-earning assets		6,951			6,417			6,407			6,638			6,299			534			8			652			10
Total noninterest-earning assets		12,615			12,097			12,086			12,316			11,983			518			4			632			5
TOTAL ASSETS	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325		$	2,482			2	%	$	5,455			4	%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Checking with interest	$	17,993		$	17,117		$	16,934		$	16,561		$	16,039		$	876			5	%	$	1,954			12	%
Money market and savings		44,619			44,575			44,572			42,977			41,666			44			—			2,953			7
Term deposits		12,199			12,201			12,730			12,576			12,184			(2	)		—			15			—
Total interest-bearing deposits		74,811			73,893			74,236			72,114			69,889			918			1			4,922			7
Federal funds purchased and securities sold under agreements to repurchase2		881			1,635			2,880			4,372			4,607			(754	)		(46	)		(3,726	)		(81	)
Other short-term borrowed funds		3,098			4,964			5,062			6,498			6,969			(1,866	)		(38	)		(3,871	)		(56	)
Long-term borrowed funds		9,894			6,004			4,059			3,902			3,930			3,890			65			5,964			152
Total borrowed funds		13,873			12,603			12,001			14,772			15,506			1,270			10			(1,633	)		(11	)
Total interest-bearing liabilities		88,684			86,496			86,237			86,886			85,395			2,188			3			3,289			4
Total demand deposits		27,170			27,475			26,754			26,419			25,756			(305	)		(1	)		1,414			5
Other liabilities		3,112			2,721			2,604			2,592			2,767			391			14			345			12
TOTAL LIABILITIES		118,966			116,692			115,595			115,897			113,918			2,274			2			5,048			4
STOCKHOLDERS’ EQUITY		19,814			19,606			19,508			19,624			19,407			208			1			407			2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325		$	2,482			2	%	$	5,455			4	%
Memo: Total average tangible common equity3	$	13,169		$	12,948		$	12,834		$	12,947		$	12,948		$	221			2	%	$	221			2	%
Total deposits (interest-bearing and demand)	$	101,981		$	101,368		$	100,990		$	98,533		$	95,645		$	613			1	%	$	6,336			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 29.

8

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS, CONTINUED

(dollars in millions, except rates)

	QUARTERLY TRENDS
AVERAGE ANNUALIZED YIELDS & RATES	1Q16					4Q15					3Q15					2Q15					1Q15
	Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense		Rate			Income/Expense
INTEREST-EARNING ASSETS:
Interest-bearing deposits in banks		0.42	%	$	2		0.41	%	$	1		0.44	%	$	2		0.22	%	$	1		0.19	%	$	1
Taxable investment securities		2.43			145		2.52			153		2.52			154		2.47			155		2.55			159
Non-taxable investment securities		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—
Total investment securities		2.43			145		2.52			153		2.52			154		2.47			155		2.55			159
Investment securities and interest-bearing deposits					147					154					156					156					160
Commercial		3.08			264		2.92			247		2.89			243		2.83			235		2.84			226
Commercial real estate		2.69			62		2.49			56		2.50			54		2.55			51		2.59			50
Leases		2.44			24		2.44			23		2.45			24		2.56			25		2.53			25
Total commercial		2.95			350		2.80			326		2.78			321		2.75			311		2.77			301
Residential mortgages		3.76			126		3.77			123		3.76			117		3.76			113		3.79			112
Home equity loans		5.51			34		5.30			37		5.32			40		5.43			42		5.40			44
Home equity lines of credit		3.11			113		2.95			109		2.97			111		2.94			110		2.94			111
Home equity loans serviced by others1		6.94			17		6.94			17		6.93			19		7.04			20		7.09			21
Home equity lines of credit serviced by others1		2.19			2		2.40			2		2.30			3		2.56			3		2.58			3
Automobile		2.83			97		2.80			98		2.75			95		2.68			90		2.78			89
Student		5.02			60		4.97			51		5.01			45		5.05			38		5.13			33
Credit cards		11.29			45		10.91			45		10.95			44		10.92			44		11.10			45
Other retail		8.66			24		8.08			22		7.72			17		7.61			19		7.59			20
Total retail		3.91			518		3.82			504		3.79			491		3.77			479		3.83			478
Total loans and leases		3.46			868		3.34			830		3.32			812		3.30			790		3.34			779
Loans held for sale		3.70			3		3.44			2		3.69			3		3.41			3		3.29			2
Other loans held for sale		6.64			1		5.93			—		6.96			3		7.79			3		6.85			1
Total interest-earning assets		3.23			1,019		3.15			986		3.13			974		3.08			952		3.12			942
INTEREST-BEARING LIABILITIES:
Checking with interest		0.14			7		0.11			5		0.12			5		0.11			5		0.11			4
Money market and savings		0.26			29		0.27			30		0.29			33		0.27			29		0.25			25
Term deposits		0.80			24		0.84			25		0.84			27		0.81			26		0.78			23
Total interest-bearing deposits		0.32			60		0.33			60		0.34			65		0.33			60		0.31			52
Federal funds purchased and securities sold under agreements to repurchase2		0.23			1		0.64			3		0.52			4		0.22			2		0.60			7
Other short-term borrowed funds		1.40			11		1.26			16		1.32			17		1.18			19		0.83			15
Long-term borrowed funds		1.75			43		2.44			37		3.16			32		3.19			31		3.27			32
Total borrowed funds		1.58			55		1.74			56		1.75			53		1.43			52		1.38			54
Total interest-bearing liabilities		0.52			115		0.53			116		0.54			118		0.52			112		0.50			106
INTEREST RATE SPREAD		2.71	%				2.62	%				2.59	%				2.56	%				2.62	%
NET INTEREST MARGIN		2.86					2.77					2.76					2.72					2.77
Memo: Total deposits costs		0.24			60		0.24			60		0.25			65		0.24			60		0.22			52

¹ Our SBO portfolio consists of 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)

	FIRST QUARTER 2016											FOURTH QUARTER 2015												CHANGE
																								1Q16 from 4Q15
	Consumer Banking			Commercial Banking			Other1		Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$			%
Net interest income	$	581		$	300		$	23	$	904		$	565		$	301		$	4		$	870		$	34			4	%
Noninterest income		208			99			23		330			226			107			29			362			(32	)		(9	)
Total revenue		789			399			46		1,234			791			408			33			1,232			2			—
Noninterest expense		616			187			8		811			624			180			6			810			1			—
Profit before provision for credit losses		173			212			38		423			167			228			27			422			1			—
Provision for credit losses		63			9			19		91			65			(2	)		28			91			—			—
Income (loss) before income tax expense (benefit)		110			203			19		332			102			230			(1	)		331			1			—
Income tax expense (benefit)		39			70			—		109			35			78			(3	)		110			(1	)		(1	)
Net income	$	71		$	133		$	19	$	223		$	67		$	152		$	2		$	221		$	2			1	%
Average Balances
Total assets	$	55,116		$	45,304		$	38,360	$	138,780		$	54,065		$	43,835		$	38,398		$	136,298		$	2,482			2	%
Total loans and leases2		53,744			43,899			2,974		100,617			52,737			42,642			3,158			98,537			2,080			2
Deposits		70,871			24,833			6,277		101,981			70,939			24,600			5,829			101,368			613			1
Interest-earning assets		53,793			43,987			28,385		126,165			52,785			42,777			28,639			124,201			1,964			2
Key Metrics
Net interest margin		4.35	%		2.74	%		NM		2.86	%		4.25	%		2.80	%		NM			2.77	%		9	bps
Efficiency ratio4		78.08			46.74			NM		65.66			78.85			44.02			NM			65.76			(10	) bps
Loans-to-deposits ratio (average balances)		75.83			176.78			NM		98.66			74.34			173.34			NM			97.21			145	bps
Return on total average tangible assets4		0.52			1.18			NM		0.68			0.49			1.37			NM			0.67			1	bps
Return on average tangible common equity3,4		5.59			11.19			NM		6.61			5.50			12.57			NM			6.75			(14	) 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, 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 28-33.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATING, (CONTINUED)

(dollars in millions, except ratios)

	FIRST QUARTER 2016											FIRST QUARTER 2015												CHANGE
																								1Q16 from 1Q15
	Consumer Banking			Commercial Banking			Other1		Consolidated			Consumer Banking			Commercial Banking			Other1			Consolidated			$			%
Net interest income	$	581		$	300		$	23	$	904		$	533		$	276		$	27		$	836		$	68			8	%
Noninterest income		208			99			23		330			219			100			28			347			(17	)		(5	)
Total revenue		789			399			46		1,234			752			376			55			1,183			51			4
Noninterest expense		616			187			8		811			596			173			41			810			1			—
Profit before provision for credit losses		173			212			38		423			156			203			14			373			50			13
Provision for credit losses		63			9			19		91			63			(21	)		16			58			33			57
Income (loss) before income tax expense (benefit)		110			203			19		332			93			224			(2	)		315			17			5
Income tax expense (benefit)		39			70			—		109			32			77			(3	)		106			3			3
Net income	$	71		$	133		$	19	$	223		$	61		$	147		$	1		$	209		$	14			7	%
Average Balances
Total assets	$	55,116		$	45,304		$	38,360	$	138,780		$	51,602		$	41,606		$	40,117		$	133,325		$	5,455			4	%
Total loans and leases2		53,744			43,899			2,974		100,617			50,260			40,241			3,784			94,285			6,332			7
Deposits3		70,871			24,833			6,277		101,981			67,518			21,932			6,195			95,645			6,336			7
Interest-earning assets		53,793			43,987			28,385		126,165			50,294			40,344			30,704			121,342			4,823			4
Key Metrics
Net interest margin		4.35	%		2.74	%		NM		2.86	%		4.30	%		2.77	%		NM			2.77	%		9	bps
Efficiency ratio4		78.08			46.74			NM		65.66			79.25			46.01			NM			68.49			(283	) bps
Loans-to-deposits ratio (average balances)		75.83			176.78			NM		98.66			74.44			183.48			NM			98.58			8	bps
Return on average total tangible assets4		0.52			1.18			NM		0.68			0.48			1.43			NM			0.67			1	bps
Return on average tangible common equity3,4		5.59			11.19			NM		6.61			5.30			13.15			NM			6.53			8	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, 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 28-33.

11

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(dollars in millions, except ratios)

	QUARTERLY TRENDS
CONSUMER BANKING																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
Net interest income	$	581		$	565		$	556		$	544		$	533		$	16			3	%	$	48			9	%
Noninterest income		208			226			235			230			219			(18	)		(8	)		(11	)		(5	)
Total revenue		789			791			791			774			752			(2	)		—			37			5
Noninterest expense		616			624			623			613			596			(8	)		(1	)		20			3
Profit before provision for credit losses		173			167			168			161			156			6			4			17			11
Provision for credit losses		63			65			64			60			63			(2	)		(3	)		—			—
Income before income tax expense		110			102			104			101			93			8			8			17			18
Income tax expense		39			35			36			35			32			4			11			7			22
Net income	$	71		$	67		$	68		$	66		$	61		$	4			6	%	$	10			16	%
Average Balances
Total assets	$	55,116		$	54,065		$	53,206		$	52,489		$	51,602		$	1,051			2	%	$	3,514			7	%
Total loans and leases1		53,744			52,737			51,886			51,024			50,260			1,007			2			3,484			7
Deposits		70,871			70,939			70,527			69,963			67,518			(68	)		—			3,353			5
Interest-earning assets		53,793			52,785			51,928			51,061			50,294			1,008			2			3,499			7
Key Metrics
Net interest margin		4.35	%		4.25	%		4.25	%		4.28	%		4.30	%		10	bps					5	bps
Efficiency ratio3		78.08			78.85			78.72			79.25			79.25			(77	) bps					(117	) bps
Loans-to-deposits ratio (average balances)		75.83			74.34			73.57			72.93			74.44			149	bps					139	bps
Return on average total tangible assets3		0.52			0.49			0.51			0.51			0.48			3	bps					4	bps
Return on average tangible common equity2,3		5.59			5.50			5.67			5.66			5.30			9	bps					29	bps

¹ Includes loans and leases 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 28-33.

12

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(dollars in millions, except ratios)

	QUARTERLY TRENDS
COMMERCIAL BANKING																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
Net interest income	$	300		$	301		$	299		$	286		$	276		($	1	)		—	%	$	24			9	%
Noninterest income		99			107			100			108			100			(8	)		(7	)		(1	)		(1	)
Total revenue		399			408			399			394			376			(9	)		(2	)		23			6
Noninterest expense		187			180			175			181			173			7			4			14			8
Profit before provision for credit losses		212			228			224			213			203			(16	)		(7	)		9			4
Provision for credit losses		9			(2	)		3			7			(21	)		11			550			30			143
Income before income tax expense		203			230			221			206			224			(27	)		(12	)		(21	)		(9	)
Income tax expense		70			78			76			71			77			(8	)		(10	)		(7	)		(9	)
Net income	$	133		$	152		$	145		$	135		$	147		($	19	)		(13	%)	($	14	)		(10	%)
Average Balances
Total assets	$	45,304		$	43,835		$	43,113		$	42,617		$	41,606		$	1,469			3	%	$	3,698			9	%
Total loans and leases1		43,899			42,642			41,993			41,467			40,241			1,257			3			3,658			9
Deposits		24,833			24,600			24,604			22,717			21,932			233			1			2,901			13
Interest-earning assets		43,987			42,777			42,070			41,535			40,344			1,210			3			3,643			9
Key Metrics
Net interest margin		2.74	%		2.80	%		2.81	%		2.76	%		2.77	%		(6	) bps					(3	) bps
Efficiency ratio3		46.74			44.02			43.75			46.07			46.01			272	bps					73	bps
Loans-to-deposits ratio (average balances)		176.78			173.34			170.68			182.54			183.48			344	bps					(670	) bps
Return on average total tangible assets3		1.18			1.37			1.34			1.27			1.43			(19	) bps					(25	) bps
Return on average tangible common equity2,3		11.19			12.57			12.24			11.69			13.15			(138	) bps					(196	) bps

¹ Includes loans and leases 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 28-33.

13

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(dollars in millions)

	QUARTERLY TRENDS
OTHER1														1Q16 Change
	1Q16		4Q15			3Q15		2Q15			1Q15			4Q15						1Q15
														$			%			$			%
Net interest income	$	23	$	4		$	1	$	10		$	27		$	19			475	%	($	4	)		(15	%)
Noninterest income		23		29			18		22			28			(6	)		(21	)		(5	)		(18	)
Total revenue		46		33			19		32			55			13			39			(9	)		(16	)
Noninterest expense		8		6			—		47			41			2			33			(33	)		(80	)
Profit (loss) before provision for credit losses		38		27			19		(15	)		14			11			41			24			171
Provision for credit losses		19		28			9		10			16			(9	)		(32	)		3			19
Income (loss) before income tax expense (benefit)		19		(1	)		10		(25	)		(2	)		20			NM			21			NM
Income tax expense (benefit)		—		(3	)		3		(14	)		(3	)		3			100			3			100
Net income (loss)	$	19	$	2		$	7	($	11	)	$	1		$	17			NM		$	18			NM
Average Balances
Total assets	$	38,360	$	38,398		$	38,784	$	40,415		$	40,117		($	38	)		—	%	($	1,757	)		(4	%)
Total loans and leases		2,974		3,158			3,367		3,569			3,784			(184	)		(6	)		(810	)		(21	)
Deposits		6,277		5,829			5,859		5,853			6,195			448			8			82			1
Interest-earning assets		28,385		28,639			29,019		30,609			30,704			(254	)		(1	)		(2,319	)		(8	)

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.

14

SEGMENT FINANCIAL HIGHLIGHTS - CONSOLIDATED

(dollars in millions, except ratios)

	QUARTERLY TRENDS
CONSOLIDATED																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
Net interest income	$	904		$	870		$	856		$	840		$	836		$	34			4	%	$	68			8	%
Noninterest income		330			362			353			360			347			(32	)		(9	)		(17	)		(5	)
Total revenue		1,234			1,232			1,209			1,200			1,183			2			—			51			4
Noninterest expense		811			810			798			841			810			1			—			1			—
Profit before provision for credit losses		423			422			411			359			373			1			—			50			13
Provision for credit losses		91			91			76			77			58			—			—			33			57
Income before income tax expense		332			331			335			282			315			1			—			17			5
Income tax expense		109			110			115			92			106			(1	)		(1	)		3			3
Net income	$	223		$	221		$	220		$	190		$	209		$	2			1	%	$	14			7	%
Average Balances
Total assets	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325		$	2,482			2	%	$	5,455			4	%
Total loans and leases1		100,617			98,537			97,246			96,060			94,285			2,080			2			6,332			7
Deposits		101,981			101,368			100,990			98,533			95,645			613			1			6,336			7
Interest-earning assets		126,165			124,201			123,017			123,205			121,342			1,964			2			4,823			4
Key Metrics
Net interest margin		2.86	%		2.77	%		2.76	%		2.72	%		2.77	%		9	bps					9	bps
Efficiency ratio2		65.66			65.76			66.02			70.02			68.49			(10	) bps					(283	) bps
Loans-to-deposits ratio (average balances)		98.66			97.21			96.29			97.49			98.58			145	bps					8	bps
Return on average total tangible assets2		0.68			0.67			0.68			0.59			0.67			1	bps					1	bps
Return on average tangible common equity2		6.61			6.75			6.60			5.90			6.53			(14	) bps					8	bps

¹ Includes loans and leases held for sale.

²  These are non-GAAP financial measures. For further information on these measures, refer to pages 28-33.

15

SEGMENT FINANCIAL HIGHLIGHTS

(dollars in millions)

	QUARTERLY TRENDS
												1Q16 Change
	1Q16		4Q15		3Q15		2Q15			1Q15		4Q15						1Q15
												$			%			$			%
Net interest income:
Consumer Banking	$	581	$	565	$	556	$	544		$	533	$	16			3	%	$	48			9	%
Commercial Banking		300		301		299		286			276		(1	)		—			24			9
Other		23		4		1		10			27		19			475			(4	)		(15	)
Net interest income	$	904	$	870	$	856	$	840		$	836	$	34			4	%	$	68			8	%
Noninterest income:
Consumer Banking	$	208	$	226	$	235	$	230		$	219	($	18	)		(8	%)	($	11	)		(5	%)
Commercial Banking		99		107		100		108			100		(8	)		(7	)		(1	)		(1	)
Other		23		29		18		22			28		(6	)		(21	)		(5	)		(18	)
Noninterest income	$	330	$	362	$	353	$	360		$	347	($	32	)		(9	%)	($	17	)		(5	%)
Total revenue:
Consumer Banking	$	789	$	791	$	791	$	774		$	752	($	2	)		—	%	$	37			5	%
Commercial Banking		399		408		399		394			376		(9	)		(2	)		23			6
Other		46		33		19		32			55		13			39			(9	)		(16	)
Total revenue	$	1,234	$	1,232	$	1,209	$	1,200		$	1,183	$	2			—	%	$	51			4	%
Noninterest expense:
Consumer Banking	$	616	$	624	$	623	$	613		$	596	($	8	)		(1	%)	$	20			3	%
Commercial Banking		187		180		175		181			173		7			4			14			8
Other		8		6		—		47			41		2			33			(33	)		(80	)
Noninterest expense	$	811	$	810	$	798	$	841		$	810	$	1			—	%	$	1			—	%
Profit before provision for credit losses:
Consumer Banking	$	173	$	167	$	168	$	161		$	156	$	6			4	%	$	17			11	%
Commercial Banking		212		228		224		213			203		(16	)		(7	)		9			4
Other		38		27		19		(15	)		14		11			41			24			171
Profit before provision for credit losses	$	423	$	422	$	411	$	359		$	373	$	1			—	%	$	50			13	%

16

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS
														1Q16 Change
	1Q16		4Q15			3Q15		2Q15			1Q15			4Q15						1Q15
														$			%			$			%
Provision for credit losses:
Consumer Banking	$	63	$	65		$	64	$	60		$	63		($	2	)		(3	%)	$	—			—	%
Commercial Banking		9		(2	)		3		7			(21	)		11			550			30			143
Other		19		28			9		10			16			(9	)		(32	)		3			19
Provision for credit losses	$	91	$	91		$	76	$	77		$	58		$	—			—	%	$	33			57	%
Income before income tax expense:
Consumer Banking	$	110	$	102		$	104	$	101		$	93		$	8			8	%	$	17			18	%
Commercial Banking		203		230			221		206			224			(27	)		(12	)		(21	)		(9	)
Other		19		(1	)		10		(25	)		(2	)		20			2,000			21			1,050
Income before income tax expense	$	332	$	331		$	335	$	282		$	315		$	1			—	%	$	17			5	%
Income tax expense:
Consumer Banking	$	39	$	35		$	36	$	35		$	32		$	4			11	%	$	7			22	%
Commercial Banking		70		78			76		71			77			(8	)		(10	)		(7	)		(9	)
Other		—		(3	)		3		(14	)		(3	)		3			100			3			100
Income tax expense	$	109	$	110		$	115	$	92		$	106		($	1	)		(1	)%	$	3			3	%
Net income:
Consumer Banking	$	71	$	67		$	68	$	66		$	61		$	4			6	%	$	10			16	%
Commercial Banking		133		152			145		135			147			(19	)		(13	)		(14	)		(10	)
Other		19		2			7		(11	)		1			17			850			18			1,800
Net income	$	223	$	221		$	220	$	190		$	209		$	2			1	%	$	14			7	%

17

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS
AVERAGE BALANCES											1Q16 Change
	1Q16		4Q15		3Q15		2Q15		1Q15		4Q15						1Q15
											$			%			$			%
Total assets:
Consumer Banking	$	55,116	$	54,065	$	53,206	$	52,489	$	51,602	$	1,051			2	%	$	3,514			7	%
Commercial Banking		45,304		43,835		43,113		42,617		41,606		1,469			3			3,698			9
Other		38,360		38,398		38,784		40,415		40,117		(38	)		—			(1,757	)		(4	)
Total assets	$	138,780	$	136,298	$	135,103	$	135,521	$	133,325	$	2,482			2	%	$	5,455			4	%
Loans and leases1:
Consumer Banking	$	53,744	$	52,737	$	51,886	$	51,024	$	50,260	$	1,007			2	%	$	3,484			7	%
Commercial Banking		43,899		42,642		41,993		41,467		40,241		1,257			3			3,658			9
Other		2,974		3,158		3,367		3,569		3,784		(184	)		(6	)		(810	)		(21	)
Total loans and leases	$	100,617	$	98,537	$	97,246	$	96,060	$	94,285	$	2,080			2	%	$	6,332			7	%
Deposits:
Consumer Banking	$	70,871	$	70,939	$	70,527	$	69,963	$	67,518	($	68	)		—	%	$	3,353			5	%
Commercial Banking		24,833		24,600		24,604		22,717		21,932		233			1			2,901			13
Other		6,277		5,829		5,859		5,853		6,195		448			8			82			1
Total deposits	$	101,981	$	101,368	$	100,990	$	98,533	$	95,645	$	613			1	%	$	6,336			7	%
Interest-earning assets:
Consumer Banking	$	53,793	$	52,785	$	51,928	$	51,061	$	50,294	$	1,008			2	%	$	3,499			7	%
Commercial Banking		43,987		42,777		42,070		41,535		40,344		1,210			3			3,643			9
Other		28,385		28,639		29,019		30,609		30,704		(254	)		(1	)		(2,319	)		(8	)
Total interest-earning assets	$	126,165	$	124,201	$	123,017	$	123,205	$	121,342	$	1,964			2	%	$	4,823			4	%

¹ Includes loans and leases held for sale.

18

SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

	QUARTERLY TRENDS
KEY METRICS																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15			1Q15
																bps			bps
Net Interest Margin (NIM)
Consumer Banking		4.35	%		4.25	%		4.25	%		4.28	%		4.30	%		10			5
Commercial Banking		2.74			2.80			2.81			2.76			2.77			(6	)		(3	)
Other		NM			NM			NM			NM			NM			—			—
NIM		2.86			2.77			2.76			2.72			2.77			9			9
Efficiency Ratio3
Consumer Banking		78.08	%		78.85	%		78.72	%		79.25	%		79.25	%		(77	)		(117	)
Commercial Banking		46.74			44.02			43.75			46.07			46.01			272			73
Other		NM			NM			NM			NM			NM			—			—
Efficiency Ratio		65.66			65.76			66.02			70.02			68.49			(10	)		(283	)
Loans to Deposits Ratio (average balance) (LDR)1
Consumer Banking		75.83	%		74.34	%		73.57	%		72.93	%		74.44	%		149			139
Commercial Banking		176.78			173.34			170.68			182.54			183.48			344			(670	)
Other		NM			NM			NM			NM			NM			—			—
LDR		98.66			97.21			96.29			97.49			98.58			145			8
Return on Average Total Tangible Assets (ROTA)3
Consumer Banking		0.52	%		0.49	%		0.51	%		0.51	%		0.48	%		3			4
Commercial Banking		1.18			1.37			1.34			1.27			1.43			(19	)		(25	)
Other		NM			NM			NM			NM			NM			—			—
ROTA		0.68			0.67			0.68			0.59			0.67			1			1
Return on Average Tangible Common Equity (ROTCE)2,3
Consumer Banking		5.59	%		5.50	%		5.67	%		5.66	%		5.30	%		9			29
Commercial Banking		11.19			12.57			12.24			11.69			13.15			(138	)		(196	)
Other		NM			NM			NM			NM			NM			—			—
ROTCE		6.61			6.75			6.60			5.90			6.53			(14	)		8

¹ Includes loans and leases 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 28-33.

19

CREDIT-RELATED INFORMATION

(dollars in millions)

	AS OF										MARCH 31, 2016 CHANGE
	Mar 31, 2016		Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2015						Mar 31, 2015
											$			%			$			%
CREDIT EXPOSURE:
Commercial	$	34,671	$	33,264	$	32,726	$	33,027	$	32,249	$	1,407			4	%	$	2,422			8	%
Commercial real estate		9,406		8,971		8,678		8,157		7,863		435			5			1,543			20
Leases		3,895		3,979		3,865		3,884		3,870		(84	)		(2	)		25			1
Total commercial		47,972		46,214		45,269		45,068		43,982		1,758			4			3,990			9
Residential mortgages		13,345		13,318		12,792		12,253		11,808		27			—			1,537			13
Home equity loans		2,313		2,557		2,842		3,022		3,212		(244	)		(10	)		(899	)		(28	)
Home equity lines of credit		14,526		14,674		14,707		14,917		15,127		(148	)		(1	)		(601	)		(4	)
Home equity loans serviced by others1		930		986		1,054		1,126		1,192		(56	)		(6	)		(262	)		(22	)
Home equity lines of credit serviced by others1		339		389		441		494		544		(50	)		(13	)		(205	)		(38	)
Automobile		13,847		13,828		13,876		13,727		13,179		19			—			668			5
Student		5,006		4,359		3,846		3,355		2,852		647			15			2,154			76
Credit card		1,581		1,634		1,628		1,613		1,588		(53	)		(3	)		(7	)		—
Other retail		1,132		1,083		976		963		1,010		49			5			122			12
Total retail		53,019		52,828		52,162		51,470		50,512		191			—			2,507			5
Total loans and leases		100,991		99,042		97,431		96,538		94,494		1,949			2			6,497			7
Derivative receivable - commercial		1,057		619		828		658		733		438			71			324			44
Derivative receivable - retail		11		6		10		7		9		5			83			2			22
Total derivative receivable		1,068		625		838		665		742		443			71			326			44
Total credit-related assets		102,059		99,667		98,269		97,203		95,236		2,392			2			6,823			7
Undrawn commitments to extend credit - commercial		30,352		30,823		29,751		29,422		29,110		(471	)		(2	)		1,242			4
Financial standby letters of credit		1,921		2,010		2,077		2,181		2,292		(89	)		(4	)		(371	)		(16	)
Performance letters of credit		41		42		45		55		60		(1	)		(2	)		(19	)		(32	)
Commercial letters of credit		63		87		63		59		58		(24	)		(28	)		5			9
Marketing rights		47		47		47		49		51		—			—			(4	)		(8	)
Risk participation agreements		53		26		39		22		26		27			104			27			104
Total commercial lending-related arrangements		32,477		33,035		32,022		31,788		31,597		(558	)		(2	)		880			3
Undrawn commitments to extend credit - retail		26,637		25,701		25,755		26,465		26,114		936			4			523			2
Residential mortgage loans sold with recourse		10		10		11		12		10		—			—			—			—
Total retail lending-related arrangements		26,647		25,711		25,766		26,477		26,124		936			4			523			2
Total lending-related arrangements		59,124		58,746		57,788		58,265		57,721		378			1			1,403			2
Total credit exposure	$	161,183	$	158,413	$	156,057	$	155,468	$	152,957	$	2,770			2	%	$	8,226			5	%
Memo: Total credit exposure by product category															—						—
Commercial exposure	$	81,506	$	79,868	$	78,119	$	77,514	$	76,312	$	1,638			2	%	$	5,194			7	%
Retail exposure		79,677		78,545		77,938		77,954		76,645		1,132			1			3,032			4
Total credit exposure	$	161,183	$	158,413	$	156,057	$	155,468	$	152,957	$	2,770			2	%	$	8,226			5	%

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.

20

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions, except ratios)

	AS OF															MARCH 31, 2016 CHANGE
	Mar 31, 2016			Dec 31, 2015			Sept 30, 2015			June 30, 2015			Mar 31, 2015			Dec 31, 2015						Mar 31, 2015
																$			%			$			%
NONPERFORMING ASSETS:
Commercial	$	284		$	71		$	88		$	83		$	97		$	213			300	%	$	187			193	%
Commercial real estate		86			77			42			42			60			9			12			26			43
Leases		—			—			—			—			1			—			—			(1	)		(100	)
Total commercial		370			148			130			125			158			222			150			212			134
Residential mortgages2, 3		174			331			324			329			347			(157	)		(47	)		(173	)		(50	)
Home equity loans2, 4		99			135			144			151			180			(36	)		(27	)		(81	)		(45	)
Home equity lines of credit4		261			272			270			292			300			(11	)		(4	)		(39	)		(13	)
Home equity loans serviced by others5		37			38			39			44			44			(1	)		(3	)		(7	)		(16	)
Home equity lines of credit serviced by others5		38			32			31			26			25			6			19			13			52
Automobile		42			42			38			30			30			—			—			12			40
Student		40			41			39			35			30			(1	)		(2	)		10			33
Credit card		16			16			15			14			16			—			—			—			—
Other retail		2			5			4			4			6			(3	)		(60	)		(4	)		(67	)
Total retail		709			912			904			925			978			(203	)		(22	)		(269	)		(28	)
Nonperforming loans and leases1, 6		1,079			1,060			1,034			1,050			1,136			19			2			(57	)		(5	)
Accruing loans past due 90 days or more not included above	$	51		$	—		$	—		$	—		$	—
Accruing loans past due 90 days or more included above	$	—		$	9		$	15		$	8		$	9
Commercial		1			1			1			1			1			—			—			—			—
Retail		47			45			38			37			37			2			4			10			27
Other real estate owned		48			46			39			38			38			2			4			10			26
Nonperforming assets	$	1,127		$	1,106		$	1,073		$	1,088		$	1,174		$	21			2	%	($	47	)		(4	%)
NONPERFORMING ASSETS BY PRODUCT CATEGORY:
Commercial	$	371		$	149		$	131		$	126		$	159		$	222			149	%	$	212			133	%
Retail		756			957			942			962			1,015			(201	)		(21	)		(259	)		(26	)
Nonperforming assets	$	1,127		$	1,106		$	1,073		$	1,088		$	1,174		$	21			2	%	($	47	)		(4	%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		1.21	%		1.23	%		1.23	%		1.24	%		1.27	%		(2	) bps					(6	) bps
Allowance for loan and lease losses to nonperforming loans and leases1		113.43			114.64			116.12			114.37			105.75			(121	) bps					768	bps
Nonperforming loans and leases to loans and leases1		1.07			1.07			1.06			1.09			1.20			—	bps					(13	) bps
Nonperforming assets to total assets1		0.80			0.80			0.79			0.79			0.86			—	bps					(6	) bps

¹ Nonperforming loans and leases included loans and leases on nonaccrual as of March 31, 2016. Nonperforming loans and leases for all prior periods included loans and leases on nonaccrual and loans and leases accruing and 90 days or more past due.

² $97 million of previously nonperforming troubled debt restructured loans were transferred from loans and leases to other loans held for sale on March 31, 2016, including $66 million of residential mortgages and $31 million of home equity loans.

³  Nonperforming balances at March 31, 2016 excluded $40 million of first lien residential mortgage loans that are 100% guaranteed by the Federal Housing Administration and $37 million of guaranteed residential mortgage loans sold to GNMA for which the Company has the right but not the obligation to repurchase.

⁴ Restated September 30, 2015, June 30, 2015, and March 31, 2015 to conform to the current presentation.

⁵  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.

⁶  No longer includes $97 million of troubled debt restructured loans that were transferred to other loans held for sale on March 31, 2016.

21

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS															1Q16 Change
	1Q16			4Q15			3Q15			2Q15		1Q15			4Q15						1Q15
															$			%			$			%
GROSS CHARGE-OFFS:
Commercial	$	13		$	3		$	10		$	12	$	5		$	10			333	%	$	8			160	%
Commercial real estate		—			1			1			3		1			(1	)		(100	)		(1	)		(100	)
Leases		—			—			—			—		—			—			—			—			—
Total commercial		13			4			11			15		6			9			225			7			117
Residential mortgages		6			5			5			6		6			1			20			—			—
Home equity loans		3			11			8			6		9			(8	)		(73	)		(6	)		(67	)
Home equity lines of credit		13			9			11			17		22			4			44			(9	)		(41	)
Home equity loans serviced by others1		9			9			8			7		8			—			—			1			13
Home equity lines of credit serviced by others1		3			4			3			3		4			(1	)		(25	)		(1	)		(25	)
Automobile		39			39			31			24		23			—			—			16			70
Student		11			14			12			15		10			(3	)		(21	)		1			10
Credit card		14			14			14			16		15			—			—			(1	)		(7	)
Other retail		15			15			17			12		12			—			—			3			25
Total retail		113			120			109			106		109			(7	)		(6	)		4			4
Total gross charge-offs	$	126		$	124		$	120		$	121	$	115		$	2			2	%	$	11			10	%
GROSS RECOVERIES:
Commercial	$	3		$	4		$	3		$	5	$	6		($	1	)		(25	%)	($	3	)		(50	%)
Commercial real estate		1			3			3			3		22			(2	)		(67	)		(21	)		(95	)
Leases		—			—			—			—		—			—			—			—			—
Total commercial		4			7			6			8		28			(3	)		(43	)		(24	)		(86	)
Residential mortgages		3			4			3			2		3			(1	)		(25	)		—			—
Home equity loans		2			4			3			2		2			(2	)		(50	)		—			—
Home equity lines of credit		3			4			3			6		5			(1	)		(25	)		(2	)		(40	)
Home equity loans serviced by others1		4			4			5			5		3			—			—			1			33
Home equity lines of credit serviced by others1		1			2			2			2		2			(1	)		(50	)		(1	)		(50	)
Automobile		17			15			14			11		9			2			13			8			89
Student		3			3			3			3		3			—			—			—			—
Credit card		2			2			2			2		2			—			—			—			—
Other retail		4			2			4			2		4			2			100			—			—
Total retail		39			40			39			35		33			(1	)		(3	)		6			18
Total gross recoveries	$	43		$	47		$	45		$	43	$	61		($	4	)		(9	%)	($	18	)		(30	%)
NET CHARGE-OFFS (RECOVERIES):
Commercial	$	10		($	1	)	$	7		$	7	($	1	)	$	11			1,100	%	$	11			1,100	%
Commercial real estate		(1	)		(2	)		(2	)		—		(21	)		1			50			20			95
Leases		—			—			—			—		—			—			—			—			—
Total commercial		9			(3	)		5			7		(22	)		12			400			31			141
Residential mortgages		3			1			2			4		3			2			200			—			—
Home equity loans		1			7			5			4		7			(6	)		(86	)		(6	)		(86	)
Home equity lines of credit		10			5			8			11		17			5			100			(7	)		(41	)
Home equity loans serviced by others1		5			5			3			2		5			—			—			—			—
Home equity lines of credit serviced by others1		2			2			1			1		2			—			—			—			—
Automobile		22			24			17			13		14			(2	)		(8	)		8			57
Student		8			11			9			12		7			(3	)		(27	)		1			14
Credit card		12			12			12			14		13			—			—			(1	)		(8	)
Other retail		11			13			13			10		8			(2	)		(15	)		3			38
Total retail		74			80			70			71		76			(6	)		(8	)		(2	)		(3	)
Total net charge-offs (recoveries)	$	83		$	77		$	75		$	78	$	54		$	6			8	%	$	29			54	%

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.

22

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions, except rates)

	QUARTERLY TRENDS
																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES:
Commercial		0.12	%		(0.01	)%		0.08	%		0.10	%		(0.02	)%		13			bps			14			bps
Commercial real estate		(0.01	)		(0.11	)		(0.11	)		(0.03	)		(1.07	)		10			bps			106			bps
Leases		—			—			—			—			—			—			bps			—			bps
Total commercial		0.08			(0.03	)		0.04			0.07			(0.20	)		11			bps			28			bps
Residential mortgages		0.09			0.05			0.05			0.14			0.11			4			bps			(2	)		bps
Home equity loans		0.06			1.07			0.60			0.56			0.81			(101	)		bps			(75	)		bps
Home equity lines of credit		0.26			0.12			0.21			0.29			0.46			14			bps			(20	)		bps
Home equity loans serviced by others1		2.03			1.81			1.12			0.70			1.49			22			bps			54			bps
Home equity lines of credit serviced by others1		2.09			1.99			1.23			0.89			1.56			10			bps			53			bps
Automobile		0.65			0.71			0.50			0.38			0.42			(6	)		bps			23			bps
Student		0.64			1.07			1.07			1.56			1.13			(43	)		bps			(49	)		bps
Credit card		3.07			2.98			2.96			3.36			3.26			9			bps			(19	)		bps
Other retail		4.18			4.38			5.56			4.42			3.30			(32	)		bps			76			bps
Total retail		0.55			0.60			0.54			0.56			0.61			(5	)		bps			(6	)		bps
Total loans and leases		0.33	%		0.31	%		0.31	%		0.33	%		0.23	%		2			bps			10			bps
Memo: Average loans:
Commercial	$	34,018		$	33,080		$	32,832		$	32,855		$	31,911		$	938			3	%	$	2,107			7	%
Commercial real estate		9,108			8,855			8,406			7,947			7,700			253			3			1,408			18
Leases		3,917			3,884			3,936			3,894			3,895			33			1			22			1
Total commercial		47,043			45,819			45,174			44,696			43,506			1,224			3			3,537			8
Residential mortgages		13,465			13,030			12,470			11,980			11,855			435			3			1,610			14
Home equity loans		2,471			2,751			2,928			3,138			3,332			(280	)		(10	)		(861	)		(26	)
Home equity lines of credit		14,632			14,659			14,813			15,084			15,310			(27	)		—			(678	)		(4	)
Home equity loans serviced by others1		958			1,017			1,086			1,134			1,193			(59	)		(6	)		(235	)		(20	)
Home equity lines of credit serviced by others1		340			375			425			469			522			(35	)		(9	)		(182	)		(35	)
Automobile		13,792			13,824			13,810			13,484			12,933			(32	)		—			859			7
Student		4,852			4,052			3,530			3,029			2,623			800			20			2,229			85
Credit card		1,601			1,625			1,616			1,606			1,637			(24	)		(1	)		(36	)		(2	)
Other retail		1,108			1,047			939			986			1,041			61			6			67			6
Total retail		53,219			52,380			51,617			50,910			50,446			839			2			2,773			5
Total loans and leases	$	100,262		$	98,199		$	96,791		$	95,606		$	93,952		$	2,063			2	%	$	6,310			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.

23

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

	QUARTERLY TRENDS
														1Q16 Change
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES	1Q16		4Q15			3Q15		2Q15			1Q15			4Q15						1Q15
														$			%			$			%
Allowance for loan and lease losses - beginning	$	1,216	$	1,201		$	1,201	$	1,202		$	1,195		$	15			1	%	$	21			2	%
Charge-offs:
Commercial		13		4			11		15			6			9			225			7			117
Retail		113		120			109		106			109			(7	)		(6	)		4			4
Total charge-offs		126		124			120		121			115			2			2			11			10
Recoveries:
Commercial		4		7			6		8			28			(3	)		(43	)		(24	)		(86	)
Retail		39		40			39		35			33			(1	)		(3	)		6			18
Total recoveries		43		47			45		43			61			(4	)		(9	)		(18	)		(30	)
Net charge-offs		83		77			75		78			54			6			8			29			54
Provision for loan and lease losses:
Commercial		46		18			15		(6	)		12			28			156			34			283
Retail		45		74			58		83			51			(29	)		(39	)		(6	)		(12	)
Total provision for loan and lease losses		91		92			73		77			63			(1	)		(1	)		28			44
Sale/Other		—		—			2		—			(2	)		—			—			2			100
Allowance for loan and lease losses - ending	$	1,224	$	1,216		$	1,201	$	1,201		$	1,202		$	8			1	%	$	22			2	%
Reserve for unfunded lending commitments - beginning	$	58	$	59		$	56	$	56		$	61		($	1	)		(2	%)	($	3	)		(5	%)
Provision for unfunded lending commitments		—		(1	)		3		—			(5	)		1			100			5			100
Reserve for unfunded lending commitments - ending	$	58	$	58		$	59	$	56		$	56		$	—			—	%	$	2			4	%
Total allowance for credit losses - ending	$	1,282	$	1,274		$	1,260	$	1,257		$	1,258		$	8			1	%	$	24			2	%

24

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

	AS OF										MARCH 31, 2016 CHANGE
	Mar 31, 2016		Dec 31, 2015		Sept 30, 2015		June 30, 2015		Mar 31, 2015		Dec 31, 2015						Mar 31, 2015
ALLOWANCE COMPONENTS											$			%			$			%
ALLOWANCE FOR CREDIT LOSSES
Individually evaluated	$	42	$	36	$	23	$	21	$	35	$	6			17	%	$	7			20	%
Formula-based evaluation		649		618		611		600		599		31			5			50			8
Total commercial		691		654		634		621		634		37			6			57			9
															—						—
Individually evaluated		82		101		104		107		107		(19	)		(19	)		(25	)		(23	)
Formula-based evaluation		509		519		522		529		517		(10	)		(2	)		(8	)		(2	)
Total retail		591		620		626		636		624		(29	)		(5	)		(33	)		(5	)
															—						—
Total allowance for credit losses	$	1,282	$	1,274	$	1,260	$	1,257	$	1,258	$	8			1	%	$	24			2	%

25

CAPITAL AND RATIOS

(dollars in millions, except ratios)

	AS OF
																MARCH 31, 2016 CHANGE
	Mar 31, 2016			Dec 31, 2015			Sept 30, 2015			June 30, 2015			Mar 31, 2015			Dec 31, 2015					Mar 31, 2015
																$		%			$			%
CAPITAL RATIOS AND COMPONENTS1 (preliminary)
CET1 capital	$	13,570		$	13,389		$	13,200		$	13,270		$	13,360		$	181		1	%	$	210			2	%
Tier 1 capital		13,817			13,636			13,447			13,517			13,360			181		1			457			3
Total capital		17,587			17,505			17,307			17,123			16,969			82		—			618			4
Risk-weighted assets		116,591			114,084			112,277			112,131			109,786			2,507		2			6,805			6
Adjusted average assets2		132,951			130,455			129,334			129,505			127,165			2,496		2			5,786			5
CET1 capital ratio		11.6	%		11.7	%		11.8	%		11.8	%		12.2	%
Tier 1 capital ratio		11.9			12.0			12.0			12.1			12.2
Total capital ratio		15.1			15.3			15.4			15.3			15.5
Tier 1 leverage ratio		10.4			10.5			10.4			10.4			10.5
Pro forma Basel III fully phased-in common equity tier 1 capital ratio4		11.6			11.7			11.7			11.8			12.1
TANGIBLE COMMON EQUITY (period-end):
Stockholders’ common equity	$	19,718		$	19,399		$	19,353		$	19,339		$	19,564		$	319		2	%	$	154			1	%
Less: Goodwill		6,876			6,876			6,876			6,876			6,876			—		—			—			—
Less: Other intangible assets		3			3			3			4			5			—		—			(2	)		(40	)
Add: Deferred tax liabilities3		494			480			465			450			434			14		3			60			14
Total tangible common equity4	$	13,333		$	13,000		$	12,939		$	12,909		$	13,117		$	333		3	%	$	216			2	%
TANGIBLE COMMON EQUITY (average):
Stockholders’ common equity	$	19,567		$	19,359		$	19,261		$	19,391		$	19,407		$	208		1	%	$	160			1	%
Less: Goodwill		6,876			6,876			6,876			6,876			6,876			—		—			—			—
Less: Other intangible assets		3			3			4			5			5			—		—			(2	)		(40	)
Add: Deferred tax liabilities3		481			468			453			437			422			13		3			59			14
Total tangible common equity4	$	13,169		$	12,948		$	12,834		$	12,947		$	12,948		$	221		2	%	$	221			2	%
INTANGIBLE ASSETS (period-end):
Goodwill	$	6,876		$	6,876		$	6,876		$	6,876		$	6,876		$	—		—	%	$	—			—	%
Other intangible assets		3			3			3			4			5			—		—			(2	)		(40	)
Total intangible assets	$	6,879		$	6,879		$	6,879		$	6,880		$	6,881		$	—		—	%	($	2	)		—	%

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 are prepared using the Basel III standardized transitional approach.

²  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.

³ Deferred tax liabilities relate to tax-deductible goodwill, which is netted against goodwill when calculating tangible common equity.

⁴  These are non-GAAP financial measures. For further information on these measures, refer to pages 29-30.

26

PER-SHARE RELATED INFORMATION

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

	QUARTERLY TRENDS
																1Q16 Change
	1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																$			%			$			%
EARNINGS PER SHARE DATA
Basic earnings per share:
Net income	$	223		$	221		$	220		$	190		$	209		$	2			1	%	$	14			7	%
Less: Preferred stock dividends		7			—			7			—			—			7			100			7			100
Net income available to common stockholders	$	216		$	221		$	213		$	190		$	209		($	5	)		(2	%)	$	7			3	%
Net income available to common stockholders, excluding restructuring charges and special items1	$	216		$	221		$	213		$	215		$	215		($	5	)		(2	%)	$	1			—	%
Total weighted-average basic shares outstanding		528,070,648			527,648,630			530,985,255			537,729,248			546,291,363			422,018			—			(18,220,715	)		(3	)
Net income per share - basic	$	0.41		$	0.42		$	0.40		$	0.35		$	0.38		($	0.01	)		(2	%)	$	0.03			8	%
Net income per share, excluding restructuring charges and special items - basic1	$	0.41		$	0.42		$	0.40		$	0.40		$	0.39		($	0.01	)		(2	%)	$	0.02			5	%
Diluted earnings per share:
Net income applicable to common stockholders	$	216		$	221		$	213		$	190		$	209		($	5	)		(2	)	$	7			3
Add: Restructuring charges and special items, net of income tax expense (benefit)		—			—			—			25			6			—			—			(6	)		100
Net income applicable to common stockholders, excluding restructuring charges and special items1	$	216		$	221		$	213		$	215		$	215		($	5	)		(2	%)	$	1			—	%
Total weighted-average basic shares outstanding		528,070,648			527,648,630			530,985,255			537,729,248			546,291,363			422,018			—			(18,220,715	)		(3	)
Add: Weighted-average dilutive shares		2,375,540			2,627,043			2,412,903			2,180,118			3,507,354			(251,503	)		(10	)		(1,131,814	)		(32	)
Total weighted-average diluted shares outstanding		530,446,188			530,275,673			533,398,158			539,909,366			549,798,717			170,515			—			(19,352,529	)		(4	)
Net income per share - diluted	$	0.41		$	0.42		$	0.40		$	0.35		$	0.38		($	0.01	)		(2	%)	$	0.03			8	%
Net income per share, excluding restructuring charges and special items - diluted1	$	0.41		$	0.42		$	0.40		$	0.40		$	0.39		($	0.01	)		(2	%)	$	0.02			5	%
COMMON SHARES OUTSTANDING
Common shares - at end of period		528,933,727			527,774,428			527,636,510			537,149,717			547,490,812			1,159,299			—	%		(18,557,085	)		(3	)%
Cash dividends declared and paid per share	$	0.10		$	0.10		$	0.10		$	0.10		$	0.10		$	—			—		$	—			—
Book value per share	$	37.28		$	36.76		$	36.68		$	36.00		$	35.73		$	0.52			1		$	1.55			4
Tangible book value per share1	$	25.21		$	24.63		$	24.52		$	24.03		$	23.96		$	0.58			2		$	1.25			5
Dividend payout ratio		24	%		24	%		25	%		28	%		26	%		—			bps			(200	)		bps
SHARE PRICE
High	$	25.99		$	27.17		$	28.18		$	28.71		$	25.84		($	1.18	)		(4	%)	$	0.15			1	%
Low		18.04			22.48			21.14			24.03			22.67			(4.44	)		(20	)		(4.63	)		(20	)
Close		20.95			26.19			23.86			27.31			24.13			(5.24	)		(20	)		(3.18	)		(13	)
Market Capitalization		11,081			13,822			12,589			14,670			13,211			(2,741	)		(20	)		(2,130	)		(16	)

¹ These are non-GAAP financial measures. For further information on these measures, refer to pages 28-33.

27

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 “noninterest income”, “total revenue”, “noninterest income”, “noninterest expense”, “pre-provision profit”, “income before income tax expense”, “income tax expense”, “net income”, “net income available to common stockholders”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “other operating expense”, “net income per average common share”, “return on 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”, “efficiency ratio” and “pro forma Basel III fully phased-in common equity tier 1 capital” 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.

		QUARTERLY TRENDS
														1Q16 Change
		1Q16		4Q15		3Q15		2Q15			1Q15			4Q15						1Q15
														$			%			$			%
Noninterest income, excluding special items:
Noninterest income (GAAP)		$	330	$	362	$	353	$	360		$	347		($	32	)		(9	%)	($	17	)		(5	%)
Less: Special items			—		—		—		—			—			—			—			—			—
Noninterest income, excluding special items (non-GAAP)		$	330	$	362	$	353	$	360		$	347		($	32	)		(9	%)	($	17	)		(5	%)
Total revenue, excluding special items:
Total revenue (GAAP)	A	$	1,234	$	1,232	$	1,209	$	1,200		$	1,183		$	2			—	%	$	51			4	%
Less: Special items			—		—		—		—			—			—			—			—			—
Total revenue, excluding special items (non-GAAP)	B	$	1,234	$	1,232	$	1,209	$	1,200		$	1,183		$	2			—	%	$	51			4	%
Noninterest expense, excluding restructuring charges and special items:
Noninterest expense (GAAP)	C	$	811	$	810	$	798	$	841		$	810		$	1			—	%	$	1			—	%
Less: Restructuring charges and special items			—		—		—		40			10			—			—			(10	)		100
Noninterest expense, excluding restructuring charges and special items (non-GAAP)	D	$	811	$	810	$	798	$	801		$	800		$	1			—	%	$	11			1	%
Pre-provision profit, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)		$	1,234	$	1,232	$	1,209	$	1,200		$	1,183		$	2			—	%	$	51			4	%
Less: Noninterest expense, excluding restructuring charges and special items (non-GAAP)			811		810		798		801			800			1			—			11			1
Pre-provision profit, excluding restructuring charges and special items (non-GAAP)		$	423	$	422	$	411	$	399		$	383		$	1			—	%	$	40			10	%
Income before income tax expense, excluding restructuring charges and special items:
Income before income tax expense (GAAP)		$	332	$	331	$	335	$	282		$	315		$	1			—	%	$	17			5	%
Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP)			—		—		—		(40	)		(10	)		—			—			10			100
Income before income tax expense, excluding restructuring charges and special items (non-GAAP)		$	332	$	331	$	335	$	322		$	325		$	1			—	%	$	7			2	%

28

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

(dollars in millions, except per-share data)

		QUARTERLY TRENDS
																	1Q16 Change
		1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																	$			%			$			%
Income tax expense, excluding restructuring charges and special items:
Income tax expense (GAAP)		$	109		$	110		$	115		$	92		$	106		($	1	)		(1	%)	$	3			3	%
Less: Income tax (benefit) related to restructuring charges and special items (GAAP)			—			—			—			(15	)		(4	)		—			—			4			100
Income tax expense, excluding restructuring charges and special items (non-GAAP)		$	109		$	110		$	115		$	107		$	110		($	1	)		(1	%)	($	1	)		(1	%)
Net income, excluding restructuring charges and special items:
Net income (GAAP)	E	$	223		$	221		$	220		$	190		$	209		$	2			1	%	$	14			7	%
Add: Restructuring charges and special items, net of income tax expense (benefit)			—			—			—			25			6			—			—			(6	)		(100	)
Net income, excluding restructuring charges and special items (non-GAAP)	F	$	223		$	221		$	220		$	215		$	215		$	2			1	%	$	8			4	%
Net income available to common stockholders (GAAP), excluding restructuring charges and special items:
Net income available to common stockholders (GAAP)	G	$	216		$	221		$	213		$	190		$	209		($	5	)		(2	%)	$	7			3	%
Add: Restructuring charges and special items, net of income tax expense (benefit)			—			—			—			25			6			—			—			(6	)		(100	)
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	H	$	216		$	221		$	213		$	215		$	215		($	5	)		(2	%)	$	1			—	%
Return on average common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	I	$	19,567		$	19,359		$	19,261		$	19,391		$	19,407		$	208			1	%	$	160			1	%
Return on average common equity, excluding restructuring charges and special items (non-GAAP)	H/I		4.45	%		4.51	%		4.40	%		4.45	%		4.49	%		(6	) bps					(4	) bps
Return on average tangible common equity and return on average tangible common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	I	$	19,567		$	19,359		$	19,261		$	19,391		$	19,407		$	208			1	%	$	160			1	%
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			—			—			—			—
Less: Average other intangibles (GAAP)			3			3			4			5			5			—			—			(2	)		(40	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			481			468			453			437			422			13			3			59			14
Average tangible common equity (non-GAAP)	J	$	13,169		$	12,948		$	12,834		$	12,947		$	12,948		$	221			2	%	$	221			2	%
Return on average tangible common equity (non-GAAP)	G/J		6.61	%		6.75	%		6.60	%		5.90	%		6.53	%		(14	) bps					8	bps
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)	H/J		6.61	%		6.75	%		6.60	%		6.67	%		6.73	%		(14	) bps					(12	) bps
Return on average total assets, excluding restructuring charges and special items:
Average total assets (GAAP)	K	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325		$	2,482			2	%	$	5,455			4	%
Return on average total assets, excluding restructuring charges and special items (non-GAAP)	F/K		0.65	%		0.64	%		0.65	%		0.64	%		0.65	%		1	bps					—	bps
Return on average total tangible assets and return on average total tangible assets, excluding restructuring charges and special items:
Average total assets (GAAP)	K	$	138,780		$	136,298		$	135,103		$	135,521		$	133,325		$	2,482			2	%	$	5,455			4	%
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			—			—			—			—
Less: Average other intangibles (GAAP)			3			3			4			5			5			—			—			(2	)		(40	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			481			468			453			437			422			13			3			59			14
Average tangible assets (non-GAAP)	L	$	132,382		$	129,887		$	128,676		$	129,077		$	126,866		$	2,495			2	%	$	5,516			4	%
Return on average total tangible assets (non-GAAP)	E/L		0.68	%		0.67	%		0.68	%		0.59	%		0.67	%		1	bps					1	bps
Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP)	F/L		0.68	%		0.67	%		0.68	%		0.67	%		0.69	%		1	bps					(1	) bps

29

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

(dollars in millions, except per-share data)

		QUARTERLY TRENDS
																	1Q16 Change
		1Q16			4Q15			3Q15			2Q15			1Q15			4Q15						1Q15
																	$			%			$			%
Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:
Efficiency ratio (non-GAAP)	C/A		65.66	%		65.76	%		66.02	%		70.02	%		68.49	%		(10	) bps					(283	) bps
Efficiency ratio, excluding restructuring charges and special items (non-GAAP)	D/B		65.66	%		65.76	%		66.02	%		66.70	%		67.65	%		(10	) bps					(199	) bps
Tangible book value per common share:
Common shares - at end of period (GAAP)	M		528,933,727			527,774,428			527,636,510			537,149,717			547,490,812			1,159,299			—	%		(18,557,085	)		(3	%)
Common stockholders’ equity (GAAP)		$	19,718		$	19,399		$	19,353		$	19,339		$	19,564		$	319			2		$	154			1
Less: Goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876			—			—			—			—
Less: Other intangible assets (GAAP)			3			3			3			4			5			—			—			(2	)		(40	)
Add: Deferred tax liabilities related to goodwill (GAAP)			494			480			465			450			434			14			3			60			14
Tangible common equity (non-GAAP)	N	$	13,333		$	13,000		$	12,939		$	12,909		$	13,117		$	333			3	%	$	216			2	%
Tangible book value per common share (non-GAAP)	N/M	$	25.21		$	24.63		$	24.52		$	24.03		$	23.96		$	0.58			2	%	$	1.25			5	%
Net income per average common share - basic and diluted, excluding restructuring charges and special items:
Average common shares outstanding - basic (GAAP)	O		528,070,648			527,648,630			530,985,255			537,729,248			546,291,363			422,018			—	%		(18,220,715	)		(3	%)
Average common shares outstanding - diluted (GAAP)	P		530,446,188			530,275,673			533,398,158			539,909,366			549,798,717			170,515			—			(19,352,529	)		(4	)
Net income available to common stockholders (GAAP)	G	$	216		$	221		$	213		$	190		$	209		($	5	)		(2	)	$	7			3
Net income per average common share - basic (GAAP)	G/O		0.41			0.42			0.40			0.35			0.38			(0.01	)		(2	)		0.03			8
Net income per average common share - diluted (GAAP)	G/P		0.41			0.42			0.40			0.35			0.38			(0.01	)		(2	)		0.03			8
Net income available to common stockholders, excluding restructuring charges and special items (non-GAAP)	H		216			221			213			215			215			(5	)		(2	)		1			—
Net income per average common share - basic, excluding restructuring charges and special items (non-GAAP)	H/O		0.41			0.42			0.40			0.40			0.39			(0.01	)		(2	)		0.02			5
Net income per average common share - diluted, excluding restructuring charges and special items (non-GAAP)	H/P		0.41			0.42			0.40			0.40			0.39			(0.01	)		(2	)		0.02			5
Pro forma Basel III fully phased-in common equity tier 1 capital ratio1:
Common equity tier 1 (regulatory)		$	13,570		$	13,389		$	13,200		$	13,270		$	13,360
Less: Change in DTA and other threshold deductions (GAAP)			1			2			2			3			3
Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP)	Q	$	13,569		$	13,387		$	13,198		$	13,267		$	13,357
Risk-weighted assets (regulatory general risk weight approach)		$	116,591		$	114,084		$	112,277		$	112,131		$	109,786
Add: Net change in credit and other risk-weighted assets (regulatory)			232			244			243			247			242
Basel III standardized approach risk-weighted assets (non-GAAP)	R	$	116,823		$	114,328		$	112,520		$	112,378		$	110,028
Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP)1	Q/R		11.6	%		11.7	%		11.7	%		11.8	%		12.1	%

¹  Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in through 2019, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

30

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

(dollars in millions, except per-share data)

	QUARTERLY TRENDS
													1Q16 Change
	1Q16		4Q15			3Q15		2Q15		1Q15			4Q15						1Q15
													$			%			$			%
Salaries and employee benefits, excluding restructuring charges and special items:
Salaries and employee benefits (GAAP)	$	425	$	402		$	404	$	411	$	419		$	23			6	%	$	6			1	%
Less: Restructuring charges and special items		—		(2	)		—		6		(1	)		2			100			1			100
Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP)	$	425	$	404		$	404	$	405	$	420		$	21			5	%	$	5			1	%
Outside services, excluding restructuring charges and special items:
Outside services (GAAP)	$	91	$	104		$	89	$	99	$	79		($	13	)		(13	%)	$	12			15	%
Less: Restructuring charges and special items		—		2			—		16		8			(2	)		(100	)		(16	)		(200	)
Outside services, excluding restructuring charges and special items (non-GAAP)	$	91	$	102		$	89	$	83	$	71		($	11	)		(11	%)	$	20			28	%
Occupancy, excluding restructuring charges and special items:
Occupancy (GAAP)	$	76	$	74		$	75	$	90	$	80		$	2			3	%	($	4	)		(5	%)
Less: Restructuring charges and special items		—		—			—		15		2			—			—			(2	)		(100	)
Occupancy, excluding restructuring charges and special items (non-GAAP)	$	76	$	74		$	75	$	75	$	78		$	2			3	%	($	2	)		(3	%)
Equipment expense, excluding restructuring charges and special items:
Equipment expense (GAAP)	$	65	$	67		$	62	$	65	$	63		($	2	)		(3	%)	$	2			3	%
Less: Restructuring charges and special items		—		—			—		—		1			—			—			(1	)		(100	)
Equipment expense, excluding restructuring charges and special items (non-GAAP)	$	65	$	67		$	62	$	65	$	62		($	2	)		(3	%)	$	3			5	%
Other operating expense, excluding restructuring charges and special items:
Other operating expense (GAAP)	$	115	$	125		$	133	$	139	$	133		($	10	)		(8	%)	($	18	)		(14	%)
Less: Restructuring charges and special items		—		—			—		3		—			—			—			—			—
Other operating expense, excluding restructuring charges and special items (non-GAAP)	$	115	$	125		$	133	$	136	$	133		($	10	)		(8	%)	($	18	)		(14	%)
Restructuring charges and special expense items include:
Restructuring charges	$	—	$	—		$	—	$	25	$	1		$	—			—	%	($	1	)		(100	%)
Special items		—		—			—		15		9			—			—			(9	)		(100	)
Restructuring charges and special expense items	$	—	$	—		$	—	$	40	$	10		$	—			—	%	($	10	)		(100	%)

31

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(dollars in millions)

		THREE MONTHS ENDED MAR 31,											THREE MONTHS ENDED DEC 31,											THREE MONTHS ENDED SEPT 30,
		2016											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	$	71		$	133		$	19	$	223		$	67		$	152		$	2	$	221		$	68		$	145		$	7	$	220
Less: Preferred stock dividends			—			—			7		7			—			—			—		—			—			—			7		7
Net income available to common stockholders	B	$	71		$	133		$	12	$	216		$	67		$	152		$	2	$	221		$	68		$	145		$	—	$	213
Return on average tangible common equity
Average common equity (GAAP)		$	5,089		$	4,790		$	9,688	$	19,567		$	4,831		$	4,787		$	9,741	$	19,359		$	4,791		$	4,722		$	9,748	$	19,261
Less: Average goodwill (GAAP)			—			—			6,876		6,876			—			—			6,876		6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			3		3			—			—			3		3			—			—			4		4
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			481		481			—			—			468		468			—			—			453		453
Average tangible common equity (non-GAAP)	C	$	5,089		$	4,790		$	3,290	$	13,169		$	4,831		$	4,787		$	3,330	$	12,948		$	4,791		$	4,722		$	3,321	$	12,834
Return on average tangible common equity (non-GAAP)	B/C		5.59	%		11.19	%		NM		6.61	%		5.50	%		12.57	%		NM		6.75	%		5.67	%		12.24	%		NM		6.60	%
Return on average total tangible assets
Average total assets (GAAP)		$	55,116		$	45,304		$	38,360	$	138,780		$	54,065		$	43,835		$	38,398	$	136,298		$	53,206		$	43,113		$	38,784	$	135,103
Less: Average goodwill (GAAP)			—			—			6,876		6,876			—			—			6,876		6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			3		3			—			—			3		3			—			—			4		4
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			481		481			—			—			468		468			—			—			453		453
Average tangible assets (non-GAAP)	D	$	55,116		$	45,304		$	31,962	$	132,382		$	54,065		$	43,835		$	31,987	$	129,887		$	53,206		$	43,113		$	32,357	$	128,676
Return on average total tangible assets (non-GAAP)	A/D		0.52	%		1.18	%		NM		0.68	%		0.49	%		1.37	%		NM		0.67	%		0.51	%		1.34	%		NM		0.68	%
Efficiency ratio
Noninterest expense (GAAP)	E	$	616		$	187		$	8	$	811		$	624		$	180		$	6	$	810		$	623		$	175		$	—	$	798
Net interest income (GAAP)			581			300			23		904			565			301			4		870			556			299			1		856
Noninterest income (GAAP)			208			99			23		330			226			107			29		362			235			100			18		353
Total revenue	F	$	789		$	399		$	46	$	1,234		$	791		$	408		$	33	$	1,232		$	791		$	399		$	19	$	1,209
Efficiency ratio (non-GAAP)	E/F		78.08	%		46.74	%		NM		65.66	%		78.85	%		44.02	%		NM		65.76	%		78.72	%		43.75	%		NM		66.02	%

32

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

(dollars in millions)

		THREE MONTHS ENDED JUNE 30,												THREE MONTHS ENDED MAR 31,
		2015												2015
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income (loss) (GAAP)	A	$	66		$	135		($	11	)	$	190		$	61		$	147		$	1	$	209
Less: Preferred stock dividends			—			—			—			—			—			—			—		—
Net income available to common stockholders	B	$	66		$	135		($	11	)	$	190		$	61		$	147		$	1	$	209
Return on average tangible common equity
Average common equity (GAAP)		$	4,681		$	4,625		$	10,085		$	19,391		$	4,649		$	4,526		$	10,232	$	19,407
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5			5			—			—			5		5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			437			437			—			—			422		422
Average tangible common equity (non-GAAP)	C	$	4,681		$	4,625		$	3,641		$	12,947		$	4,649		$	4,526		$	3,773	$	12,948
Return on average tangible common equity (non-GAAP)	B/C		5.66	%		11.69	%		NM			5.90	%		5.30	%		13.15	%		NM		6.53	%
Return on average total tangible assets
Average total assets (GAAP)		$	52,489		$	42,617		$	40,415		$	135,521		$	51,602		$	41,606		$	40,117	$	133,325
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5			5			—			—			5		5
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			437			437			—			—			422		422
Average tangible assets (non-GAAP)	D	$	52,489		$	42,617		$	33,971		$	129,077		$	51,602		$	41,606		$	33,658	$	126,866
Return on average total tangible assets (non-GAAP)	A/D		0.51	%		1.27	%		NM			0.59	%		0.48	%		1.43	%		NM		0.67	%
Efficiency ratio
Noninterest expense (GAAP)		$	613		$	181		$	47		$	841		$	596		$	173		$	41	$	810
Net interest income (GAAP)			544			286			10			840			533			276			27		836
Noninterest income (GAAP)			230			108			22			360			219			100			28		347
Total revenue	F	$	774		$	394		$	32		$	1,200		$	752		$	376		$	55	$	1,183
Efficiency ratio (non-GAAP)	E/F		79.25	%		46.07	%		NM			70.02	%		79.25	%		46.01	%		NM		68.49	%

33

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 February 26, 2016.

34