Form 8-K CITIZENS FINANCIAL GROUP For: Apr 22

April 22, 2015 7:29 AM

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 22, 2015

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36636

05-0412693

(State or other jurisdiction

of incorporation )

(Commission

File No.)

(IRS Employer

Identification No.)

One Citizens Plaza

Providence, RI

02903

(Address of principal executive offices)

(Zip code)

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

Not Applicable

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

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

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

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

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

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

Item 2.02

Results of Operations and Financial Condition.

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

Item 9.01

Financial Statements and Exhibits.


(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated April 22, 2015

	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued April 22, 2015

	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2015

SIGNATURES

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


CITIZENS FINANCIAL GROUP, INC.

By:		/s/ Eric W. Aboaf
		Eric W. Aboaf
		Chief Financial Officer

Date: April 22, 2015

EXHIBIT INDEX


Exhibit Number		Description

99.1		Citizens Financial Group, Inc. press release dated April 22, 2015

99.2		Citizens Financial Group, Inc. earnings release presentation issued April 22, 2015

99.3		Citizens Financial Group, Inc. financial supplement for first quarter 2015

Exhibit 99.1

LOGO

Citizens Financial Group, Inc. Reports First Quarter Net Income of $209 Million;

Diluted EPS of $0.38, Up 27 Percent from First Quarter 2014

First quarter 2015 Adjusted net income, excluding net restructuring charges and special items,

of $215 million, or $0.39 diluted EPS*, up 30 percent from first quarter 2014

First quarter 2015 Adjusted ROTCE* of 6.7% compared with 5.2% in first quarter 2014

PROVIDENCE, RI (April 22, 2015) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported first quarter net income of $209 million, or $0.38 per diluted common share, which were up 26% and 27%, respectively, from $166 million, or $0.30 per diluted common share in first quarter 2014. First quarter 2015 results were up 6% from fourth quarter 2014 net income of $197 million, or $0.36 per diluted common share. First quarter 2015 results were reduced by $0.01 per diluted common share related to net restructuring charges and special items, versus $0.03 in fourth quarter 2014 as detailed in the Discussion of Results portion of this release. First quarter 2015 Adjusted diluted EPS* of $0.39 compares with $0.30 in the first quarter 2014 and $0.39 in the fourth quarter 2014.

Bruce Van Saun, Chairman and Chief Executive Officer commented, “We are off to a solid start to 2015. We are executing well on our strategy, and our financial performance continues to meet expectations. During the quarter we were very pleased to announce two key leadership additions to the team - Eric Aboaf as Chief Financial Officer, and Don McCree as Vice Chairman and Head of Commercial Banking. We also had a successful CCAR result and supported the successful secondary offering of our common stock which, combined with our April share repurchase, reduced the Royal Bank of Scotland Group’s ownership level to 41%.” Van Saun added, “We continue to set ambitious goals for ourselves, and remain focused on execution and improving how the bank is operating.”

Return on Average Tangible Common Equity* (“ROTCE”) was 6.5% in first quarter 2015 compared to 6.1% in fourth quarter 2014 and 5.2% in first quarter 2014. Adjusted ROTCE* for first quarter 2015 was 6.7% compared to 6.8% for fourth quarter 2014 and 5.2% in first quarter 2014.

Citizens also announced that its board of directors declared a quarterly cash dividend of $0.10 per common share. The dividend is payable on May 19, 2015 to shareholders of record at the close of business on May 5, 2015.

Key Highlights

First Quarter 2015 vs. Fourth Quarter 2014

•

First quarter highlights include 2% average loan growth, continued strong credit quality, good expense discipline and the impact of seasonality on revenues.

Results

•

Net interest income of $836 million was down modestly, reflecting the impact of fewer days in the quarter.

•

Net interest margin remained relatively stable at 2.77%, down three basis points from fourth quarter 2014.

•

Noninterest income of $347 million increased $8 million, driven by gains on the sale of mortgage loans and investment securities, which more than offset seasonally lower noninterest income.

*	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. All references to “Adjusted” results exclude restructuring charges and special items.

Citizens Financial Group, Inc.

•

Adjusted noninterest expense* of $800 million rose $9 million, largely due to seasonally higher payroll taxes and incentive compensation.

•

Adjusted efficiency ratio* of 68% compared to 67% in fourth quarter 2014.

•

Provision for credit losses of $58 million decreased $14 million, primarily due to an increase in commercial real estate recoveries.

Balance Sheet

•

Average interest earning assets increased $2.6 billion, or 2%, driven by strength in commercial, auto, student, and mortgage loans.

•

Average deposits increased $848 million, or 1%, driven by growth in most deposit categories.

•

Nonperforming loans and leases (“NPLs”) to total loans and leases remained relatively stable at 1.20%. Allowance coverage of NPLs was relatively stable at 106% in first quarter 2015 compared to 109% in fourth quarter 2014.

•

Capital strength remained robust with a common equity Tier 1 (“CET1”) risk-based capital ratio of 12.2%.

•

Supported largest ever U.S. commercial bank first follow-on offering, selling 155 million shares of common stock, valued at $3.7 billion.

First Quarter 2015 vs. First Quarter 2014

•

Total Revenue of $1.2 billion up $17 million despite an estimated $25 million reduction related to the Chicago Divestiture and a $17 million reduction in securities gains.

•

Adjusted noninterest expense* of $800 million decreased $10 million driven by the estimated impact of the Chicago Divestiture.

•

Adjusted net income* of $215 million increased $49 million, or 30%.

•

Adjusted ROTCE* of 6.7% improved 149 basis points.

•

Total assets increased 8%, driven by loan and lease growth of 9%.

Update on Plan Execution

•

Continued progress on initiatives to drive growth and enhance efficiency:

•

Consumer Banking – Continued loan growth, sales force expansion in mortgage and wealth, household growth and new product rollout in student lending and card.

•

Commercial Banking – Growth in targeted business areas supported by continued additions in relationship managers and product capabilities.

•

Expense initiatives - Delivering against milestones with 32% of targeted efficiency initiative savings achieved by end of 1Q15; remain on track to reach our savings target of $200 million by end 2016.

•

In early April completed $250 million preferred stock issuance and 10.5 million common stock share repurchase, further reducing The Royal Bank of Scotland Group plc’s (“RBS”) ownership interest to 40.8%.

Citizens Financial Group, Inc.


Earnings highlights										1Q15 change from
($s in millions, except per share data)	1Q15			4Q14			1Q14			4Q14					1Q14
Net interest income	$	836		$	840		$	808		$	(4	)	—	%	$	28		3	%
Noninterest income		347			339			358			8		2			(11	)	(3	)
Total revenue		1,183			1,179			1,166			4		—			17		1
Noninterest expense		810			824			810			(14	)	(2	)		—		—
Pre-provision profit		373			355			356			18		5			17		5
Provision for credit losses		58			72			121			(14	)	(19	)		(63	)	(52	)
Net income	$	209		$	197		$	166		$	12		6	%	$	43		26	%
After-tax restructuring charges and special items		(6	)		(20	)		—			(14	)	(70	)		(6	)	NM

Net income, excluding restructuring charges and special items*	$	215		$	217		$	166		$	(2	)	(1	)%	$	49		30	%

Average common shares outstanding
Basic (in millions)		546.3			546.8			560.0			(1	)	—	%		(14	)	(2	)%
Diluted (in millions)		549.8			550.7			560.0			(1	)	—	%		(10	)	(2	)%
Diluted earnings per share	$	0.38		$	0.36		$	0.30		$	0.02		6	%	$	0.08		27	%
Diluted earnings per share, excluding restructuring charges and special items*	$	0.39		$	0.39		$	0.30		$	—		—	%	$	0.09		30	%

Financial ratios
Net interest margin		2.77	%		2.80	%		2.89	%		(3	)bps				(12	)bps
Noninterest income as a % of total revenue		29.3			28.8			30.7			58	bps				(137	)bps
Effective income tax rate		33.7			30.6			29.5			312	bps				423	bps
Efficiency ratio*		68			70			69			(139	)bps				(94	)bps
Efficiency ratio, excluding restructuring charges and special items*		68			67			69			54	bps				(178	)bps
Return on average tangible common equity*		6.5			6.1			5.2			41	bps				129	bps
Return on average tangible common equity excluding restructuring charges and special items*		6.7			6.8			5.2			(3	)bps				149	bps
Return on average common equity		4.4			4.1			3.5			30	bps				88	bps
Return on average total assets		0.6			0.6			0.5			3	bps				9	bps
Return on average total tangible assets*		0.7	%		0.6	%		0.6	%		4	bps				10	bps

Capital adequacy⁽¹⁾⁽²⁾
Common equity tier 1 risk-based capital ratio ⁽³⁾		12.2	%		12.4	%		13.4	%
Total risk-based capital ratio		15.5			15.8			16.0
Tier 1 leverage ratio		10.5	%		10.6	%		11.4	%

Asset quality⁽²⁾
Total non performing loans and leases as a % of total loans and leases		1.20	%		1.18	%		1.57	%		2	bps				(37	)bps
Allowance for loan and lease losses as a % of loans and leases		1.27			1.28			1.45			(1	)bps				(18	)bps
Allowance for loan and lease losses as a % of non performing loans and leases		106	%		109	%		92	%		(276	)bps				1,341	bps
Net charge-offs as a % of average loans and leases		0.23			0.35			0.41			(12	)bps				(18	)bps

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

¹	Current reporting period regulatory capital ratios are preliminary.

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

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

Citizens Financial Group, Inc.

Discussion of Results:

First quarter 2015 results were reduced by a net $6 million after-tax, or $0.01 per diluted share, of restructuring charges and special items, largely related to efforts to improve processes and enhance efficiencies, as well as rebranding and separation from RBS. Fourth quarter 2014 results were reduced by a net $20 million after-tax, or $0.03 per diluted share, of restructuring charges and special items.


Restructuring charges and special items									1Q15 change from
($s in millions, except per share data)	1Q15			4Q14			1Q14		4Q14					1Q14
Pre-tax restructuring charges and special items	$	10		$	33		$	—	$	(23	)	(70	)%	$	10		NM

After-tax restructuring charges and special items	$	6		$	20		$	—	$	(14	)	(70	)%	$	6		NM

Diluted EPS impact	$	(0.01	)	$	(0.03	)	$	—	$	0.02		(67	)%	$	(0.01	)	NM


Adjusted results *							1Q15 change from
($ s in millions)	1Q15		4Q14		1Q14		4Q14					1Q14
Net interest income	$	836	$	840	$	808	$	(4	)	—	%	$	28		3	%
Noninterest income		347		339		358		8		2			(11	)	(3	)

Total revenue		1,183		1,179		1,166		4		—			17		1
Adjusted noninterest expense *		800		791		810		9		1			(10	)	(1	)

Adjusted pre-provision profit *		383		388		356		(5	)	(1	)		27		8
Provision for credit losses		58		72		121		(14	)	(19	)		(63	)	(52	)

Adjusted pretax income *		325		316		235		9		3			90		38
Adjusted income tax expense *		110		99		69		11		11			41		59

Adjusted net income *	$	215	$	217	$	166	$	(2	)	(1	)%	$	49		30	%

First quarter 2015 Adjusted net income* of $215 million was broadly stable compared to fourth quarter 2014, reflecting lower provision for credit losses and improved revenue, partially offset by seasonally higher noninterest expense and an increase in the tax rate tied to a low-income housing portfolio accounting change. Adjusted pre-provision profit* decreased $5 million from fourth quarter 2014 as a $9 million increase in Adjusted noninterest expense* was partially offset by a $4 million increase in total revenue.

Compared to the first quarter 2014, Adjusted net income* increased $49 million, or 30%, from $166 million in first quarter 2014, driven by a $63 million decrease in provision expense related to continued improvement in credit quality. Adjusted pre-provision profit* increased $27 million from first quarter 2014 as growth in net interest income and mortgage banking fees was partially offset by lower securities gains, leasing income, and service charges and fees.

Comparisons to first quarter 2014 results were impacted by the second quarter 2014 Chicago Divestiture, which reduced quarterly results by the following estimated amounts: $13 million in net interest income, $12 million in noninterest income and $21 million in noninterest expense.

Citizens Financial Group, Inc.


Net interest income										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14						1Q14
										$			%			$			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	782		$	779		$	743		$	3			—	%	$	39			5	%
Investment securities		159			161			149			(2	)		(1	)		10			7
Interest-bearing deposits in banks		1			1			1			—			—			—			—

Total interest income	$	942		$	941		$	893		$	1			—	%	$	49			5	%

Interest expense:
Deposits and deposits held for sale	$	52		$	48		$	35		$	4			8	%	$	17			49	%
Federal funds purchased and securities sold under agreement to repurchase		7			7			15			—			—			(8	)		(53	)
Other short-term borrowed funds		15			19			19			(4	)		(21	)		(4	)		(21	)
Long-term borrowed funds		32			27			16			5			19			16			100

Total interest expense	$	106		$	101		$	85		$	5			5	%	$	21			25	%

Net interest income	$	836		$	840		$	808		$	(4	)		—	%	$	28			3	%

Net interest margin		2.77	%		2.80	%		2.89	%		(3	)bps					(12	)bps

Net interest income of $836 million in first quarter 2015 decreased modestly from fourth quarter 2014, largely as the benefit of a $1.9 billion increase in average loans and leases and a reduction in pay-fixed swap costs was more than offset by the impact of two fewer days in the quarter and increased senior debt and deposit costs.

Net interest margin of 2.77% in first quarter 2015 decreased three basis points from 2.80% in fourth quarter 2014, which included a two basis point non-recurring benefit. First quarter 2015 results reflected the benefit of a reduction in pay-fixed swap costs, which was more than offset by the impact of the persistent low-rate environment on investment portfolio and loan yields, and increased senior debt borrowing costs and higher deposit costs.

Compared to first quarter 2014, net interest income increased $28 million, as the benefit of earning asset growth and a reduction in pay-fixed swap costs was partially offset by continued pressure from the relatively persistent low-rate environment on loan yields and mix, the estimated $13 million effect of the Chicago Divestiture, higher borrowing costs related to debt issuances, and higher deposit costs.

Compared to first quarter 2014, net interest margin decreased 12 basis points given the impact of the continued low-rate environment on loan yields and mix, higher borrowing costs related to the issuance of subordinated debt and senior notes, higher deposit costs, and the impact of the Chicago Divestiture.

Citizens Financial Group, Inc.


Noninterest Income							1Q15 change from
($s in millions)	1Q15		4Q14		1Q14		4Q14						1Q14
							$			%			$			%
Service charges and fees	$	135	$	144	$	139	$	(9	)		(6	)%	$	(4	)		(3	)%
Card fees		52		58		56		(6	)		(10	)		(4	)		(7	)
Trust and investment services fees		36		38		39		(2	)		(5	)		(3	)		(8	)
Foreign exchange and trade finance fees		23		25		22		(2	)		(8	)		1			5
Capital markets fees		22		25		18		(3	)		(12	)		4			22
Mortgage banking fees		33		16		20		17			106			13			65
Securities gains, net		8		1		25		7			700			(17	)		(68	)
Other income		38		32		39		6			19			(1	)		(3	)

Noninterest income	$	347	$	339	$	358	$	8			2	%	$	(11	)		(3	)%

Noninterest income of $347 million in first quarter 2015 increased $8 million relative to fourth quarter 2014 driven by higher mortgage banking income, securities gains and other income. Service charges and fees decreased $9 million driven by the impact of seasonality as well as customer-behavior trends. Card fees decreased $6 million reflecting seasonality and fewer days in the quarter. Trust and investment services fees decreased $2 million on lower sales activity. Mortgage banking fees increased $17 million reflecting a $10 million gain on the sale of a $273 million portfolio of conforming loans, as well as higher origination volume. Foreign exchange and trade finance fees, and capital markets fees were down from strong fourth quarter levels. Securities gains increased $7 million, as we modestly extended duration in the securities portfolio to help mitigate the impact of lower rates. Other income increased $6 million, largely reflecting a $5 million increase from a low-income housing investment portfolio accounting change, which is offset in income tax expense.

Compared to first quarter 2014, noninterest income decreased $11 million, driven by an estimated $12 million decrease related to the Chicago Divestiture. Noninterest income before the effect of the Chicago Divestiture remained broadly flat, largely as strength in mortgage banking, capital markets and service charges and fees was partially offset by lower securities gains. Excluding both the impact of the Chicago Divestiture and the decrease in securities gains, underlying noninterest income was up 5%. Service charges and fees decreased $4 million as the benefit of underlying growth was more than offset by an estimated $6 million tied to the Chicago Divestiture. Card fees decreased $4 million driven by an estimated $3 million decrease related to the Chicago Divestiture. Trust and investment services fees decreased $3 million reflecting the impact of the Chicago Divesture and a reduction in investment sales. Mortgage banking income increased $13 million, largely reflecting the benefit of the portfolio sale gain. Capital markets fees increased $4 million, reflecting continued progress in building up the scale of the business. Securities gains decreased $17 million. Other income was relatively stable as a decrease from relatively high first quarter 2014 levels was broadly offset by the benefit of the effect of an accounting change related to the low-income housing investment portfolio.

Citizens Financial Group, Inc.


Noninterest expense							1Q15 change from
($s in millions)	1Q15		4Q14		1Q14		4Q14						1Q14
							$			%			$			%
Salaries and employee benefits	$	419	$	397	$	405	$	22			6	%	$	14			3	%
Outside services		79		106		83		(27	)		(25	)		(4	)		(5	)
Occupancy		80		81		81		(1	)		(1	)		(1	)		(1	)
Equipment expense		63		63		64		—			—			(1	)		(2	)
Amortization of software		36		43		31		(7	)		(16	)		5			16
Other operating expense		133		134		146		(1	)		(1	)		(13	)		(9	)

Total noninterest expense	$	810	$	824	$	810	$	(14	)		(2	)%	$	—			—	%
Restructuring charges and special items		10		33		—		(23	)		(70	)		10			NM

Total noninterest expense, excluding restructuring charges and special items*	$	800	$	791	$	810	$	9			1		$	(10	)		(1	)

Noninterest expense of $810 million in first quarter 2015 decreased $14 million from fourth quarter 2014, driven by a $23 million decrease in restructuring charges and special items.

Adjusted noninterest expense* of $800 million increased $9 million from fourth quarter 2014, largely as a seasonal increase in salaries and employee benefits, reflecting higher payroll taxes and higher incentives expense, was partially offset by a sizeable decrease in outside services, while our efficiency initiatives helped to fund continued investments in the businesses to drive future revenue growth.

Compared with the first quarter of 2014, noninterest expense remained stable as the impact of higher salaries and employee benefits expense and amortization of software expense was offset by lower other operating expense, outside services, occupancy and equipment expense, as well as an estimated $21 million decrease related to the Chicago Divestiture. First quarter 2015 results also reflected a $10 million increase in restructuring charges and special items from first quarter 2014.

Adjusted noninterest expense* decreased $10 million compared to first quarter 2014, driven by an estimated $21 million decrease related to the Chicago Divestiture. Reductions in other operating expense and outside services were partially offset by an increase in salaries and employee benefits, and amortization of software.

As expected, the effective tax rate increased to 33.7% in first quarter 2015, compared to 30.6% in fourth quarter 2014, and 29.5% in first quarter 2014. The increase in the rate was largely driven by the effect of an accounting change related to a low-income housing investment portfolio which increased both other income and income tax expense by $5 million in first quarter 2015.

Citizens Financial Group, Inc.


Consumer Banking Segment										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14						1Q14
										$			%			$			%
Net interest income	$	533		$	536		$	537		$	(3	)		(1	)%	$	(4	)		(1	)%
Noninterest income		219			218			219			1			—			—			—

Total revenue		752			754			756			(2	)		—			(4	)		(1	)
Noninterest expense		596			611			638			(15	)		(2	)		(42	)		(7	)

Pre-provision profit		156			143			118			13			9			38			32
Provision for credit losses		63			64			70			(1	)		(2	)		(7	)		(10	)

Income before income tax expense		93			79			48			14			18			45			94
Income tax expense		32			27			16			5			19			16			100

Net income	$	61		$	52		$	32		$	9			17	%	$	29			91	%

Average balances

Total loans and leases ⁽¹⁾	$	50,260		$	49,351		$	46,154		$	909			2	%	$	4,106			9	%
Total deposits ⁽¹⁾		67,518			66,374			70,769			1,144			2	%		(3,251	)		(5	)%

Key metrics

ROTCE ⁽²⁾*		5.3	%		4.3	%		2.8	%		100	bps					249	bps
Efficiency ratio*		79	%		81	%		84	%		(184	)bps					(514	)bps

¹	Includes held for sale.

Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent to a sustainable target level of common equity Tier 1 and then allocate that approximation to the segments based on economic capital.

Consumer Banking net income of $61 million for first quarter 2015 increased $9 million, or 17%, compared to fourth quarter 2014, as the impact of a seasonal decrease in net interest income was more than offset by lower expenses. Net interest income decreased $3 million, or 1%, from fourth quarter 2014, driven by an estimated $8 million decrease tied to two fewer days in the quarter as well as an increase in deposit costs, which more than offset the benefit of growth in auto, mortgage and student loans, and improved loan yields. Noninterest income remained relatively stable compared to fourth quarter 2014, driven by a $17 million increase in mortgage banking fees, which included a $10 million gain on the sale of a $273 million portfolio of conforming loans, as well as improvement in overall origination volumes. Results also reflected lower service charges and other fees and card fees due to seasonality, as well as customer-behavior trends on service charges. Noninterest expense of $596 million decreased $15 million from fourth quarter 2014, as a reduction in outside services, equipment, advertising and employee benefits was partially offset by seasonally higher payroll taxes and incentives as well as higher insurance and tax expense from unusually low fourth quarter levels. Provision for credit losses of $63 million remained relatively stable.

Compared with first quarter 2014, net income increased $29 million as a reduction in noninterest expense and provision for credit losses more than offset the impact of lower revenue. First quarter 2014 results included an estimated $31 million in revenue and $20 million in expense associated with the Chicago Divestiture. Consumer Banking total revenue before the effect of the Chicago Divesture increased $28 million driven by a $17 million increase in net interest income and an $11 million increase in noninterest income. Net interest income results reflect strong loan growth particularly in auto and student, partially offset by the effect of the relatively persistent low-rate environment. Noninterest income results before the impact of the Chicago Divestiture were driven by strength in mortgage banking, including the impact of the conforming mortgage sale gain, and higher service charges and fees driven by the first quarter 2014 launch of the One Deposit product. Noninterest expense before the estimated impact of the Chicago Divestiture decreased $22 million, largely reflecting our focus on improving efficiency which more than offset continued investment in the business to drive further growth. Provision for credit losses of $63 million decreased $7 million, or 10%, from first quarter 2014, largely reflecting continued improvement in credit quality.

Citizens Financial Group, Inc.


Commercial Banking Segment										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14						1Q14
										$			%			$			%
Net interest income	$	276		$	283		$	256		$	(7	)		(2	)%	$	20			8	%
Noninterest income		100			111			107			(11	)		(10	)		(7	)		(7	)

Total revenue		376			394			363			(18	)		(5	)		13			4
Noninterest expense		173			180			153			(7	)		(4	)		20			13

Pre-provision profit		203			214			210			(11	)		(5	)		(7	)		(3	)
Provision for credit losses		(21	)		1			(5	)		(22	)		NM			(16	)		NM

Income before income tax expense		224			213			215			11			5			9			4
Income tax expense		77			73			74			4			5			3			4

Net income	$	147		$	140		$	141		$	7			5	%	$	6			4	%

Average balances

Total loans and leases ⁽¹⁾	$	40,241		$	38,926		$	36,577		$	1,315			3	%	$	3,664			10	%
Total deposits ⁽¹⁾		21,932			22,500			17,440			(568	)		(3	)%		4,492			26	%

Key metrics

ROTCE ⁽²⁾*		13.2	%		12.8	%		14.2	%		39	bps					(102	)bps
Efficiency ratio*		46	%		45	%		42	%		53	bps					388	bps

¹	Includes held for sale.

Operating segments are allocated capital on a risk-adjusted basis considering economic and regulatory capital requirements. We approximate that regulatory capital is equivalent to a sustainable target level for common equity Tier 1 and then allocate that approximation to the segments based on economic capital.

Commercial Banking net income of $147 million in first quarter 2015 increased $7 million, or 5%, from fourth quarter 2014. A reduction in provision for credit losses and lower noninterest expense more than offset a decline in total revenue, which largely reflects a seasonally strong prior quarter, as well as the continued effect of the low-interest rate environment. Net interest income of $276 million declined $7 million, or 2%, driven by lower yields, despite a $1.3 billion increase in average loans led by Industry Verticals, Middle Market, Mid-Corporate, Commercial Real Estate, and Franchise Finance lines of business. Noninterest income decreased $11 million, or 10%, from seasonally strong fourth quarter 2014 levels, reflecting a reduction in interest rate products, capital markets, leasing and foreign exchange and trade finance fees. Noninterest expense decreased $7 million, or 4%, from fourth quarter 2014, primarily due to lower regulatory costs, depreciation expense on leased equipment, and outside services partially offset by higher insurance and tax expense and seasonally higher salaries and employee benefits expense. Provision for credit losses reflects a $21 million benefit in the quarter related to recoveries.

Compared to first quarter 2014, net income increased $6 million, or 4%, as the benefit of a $13 million increase in total revenue and a $16 million decrease in provision for credit losses was partially offset by a $20 million increase in noninterest expense. Net interest income increased $20 million, or 8%, from first quarter 2014, reflecting the benefit of a $3.7 billion increase in average loans and leases, driven by strength in Commercial Real Estate, Industry Verticals, Mid-Corporate, and Franchise Finance, partially offset by yield compression. Noninterest income decreased $7 million, or 7%, from first quarter 2014 as strength in capital markets fees were more than offset by a decline in leasing income from unusually high first quarter 2014 levels, as well as lower interest rate products fees. Noninterest expense increased $20 million, or 13%, from first quarter 2014, reflecting increased salary and benefits costs associated with continued sales force expansion, as well as higher insurance and tax expense. Provision for credit losses decreased $16 million from first quarter 2014, reflecting higher recoveries on prior period charge-offs.

Citizens Financial Group, Inc.


Other⁽¹⁾										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14						1Q14
										$			%			$			%
Net interest income (expense)	$	27		$	21		$	15		$	6			29	%	$	12			80	%
Noninterest income		28			10			32			18			NM			(4	)		(13	)

Total revenue		55			31			47			24			77			8			17
Noninterest expense		41			33			19			8			24			22			116

Pre-provision profit (loss)		14			(2	)		28			16			NM			(14	)		(50	)
Provision for credit losses		16			7			56			9			129			(40	)		(71	)

Income (loss) before income tax expense (benefit)		(2	)		(9	)		(28	)		7			78			26			93
Income tax expense (benefit)		(3	)		(14	)		(21	)		11			79			18			86

Net income (loss)	$	1		$	5		$	(7	)	$	(4	)		(80	)%	$	8			114	%

Average balances

Total loans and leases ⁽²⁾	$	3,784		$	4,001		$	4,620		$	(217	)		(5	)%	$	(836	)		(18	)%
Total deposits		6,195			5,923			3,387			272			5	%		2,808			83	%

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 segment recorded net income of $1 million in first quarter 2015, compared with $5 million in fourth quarter 2014, reflecting the benefit of higher total revenue, partially offset by higher noninterest expense and provision for credit losses. Net interest income of $27 million increased $6 million from the prior quarter and included the benefit of lower hedging costs. Noninterest income of $28 million increased $18 million from fourth quarter 2014, reflecting an increase in securities gains and a change in low-income housing investment portfolio accounting, which is offset in income tax expense. Noninterest expense increased $8 million, driven by higher incentives expense and insurance and tax expense, partially offset by lower restructuring charges and special items. Provision for credit losses of $16 million in first quarter 2015 included a $4 million reserve build, compared with $7 million of provision for credit losses in fourth quarter 2014, which included an $8 million reserve release.

Compared with the first quarter of 2014, net income improved from a net loss of $7 million, driven by lower provision expense. Net interest income increased $12 million and included the benefit of lower hedging costs. Noninterest income decreased $4 million, as a reduction in securities gains was partially offset by the $5 million impact of a change in low-income housing portfolio accounting, which increased income tax expense by the same amount. Noninterest expense increased $22 million, driven by higher restructuring charges and special items, increased insurance and tax expense and higher incentives expense. Provision for credit losses decreased $40 million from the first quarter 2014, which included a reserve build of $34 million.

Citizens Financial Group, Inc.

Consolidated balance sheet review⁽¹⁾


										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14						1Q14
										$			%			$		%
Total assets	$	136,535		$	132,857		$	126,892		$	3,678			3	%	$	9,643		8	%
Loans and leases and loans held for sale		94,870			93,691			88,462			1,179			1			6,408		7
Deposits and deposits held for sale		98,990			95,707			92,650			3,283			3			6,340		7
Average interest-earning assets (quarterly)		121,342			118,730			112,505			2,612			2			8,837		8
Tangible common equity*	$	13,117		$	12,806		$	12,925			311			2			192		1
Loan-to-deposit ratio (period-end)⁽²⁾		95.8	%		97.9	%		95.5	%		(205	) bps					36 bps
Common equity tier 1 risk-based capital ratio ⁽³⁾		12.2			12.4			13.4
Total risk-based capital ratio⁽³⁾		15.5	%		15.8	%		16.0	%

¹	Represents period-end unless otherwise noted.

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

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

Total assets of $136.5 billion increased $3.7 billion, or 3%, from December 31, 2014, driven by a $2.6 billion increase in investments and interest-bearing deposits, largely in Federal Reserve Bank deposits, and a $1.1 billion, or 1%, increase in loans and leases. Total assets increased $9.6 billion, or 8%, from March 31, 2014, largely reflecting a $2.7 billion increase in investments and interest-bearing deposits, and a $7.4 billion, or 9%, increase in loans and leases.

Average interest-earning assets of $121.3 billion in first quarter 2015 increased $2.6 billion, or 2%, from the prior quarter, driven by a $1.2 billion increase in commercial loans and leases, and a $664 million increase in retail loans. Commercial loan growth was driven by strength in Industry Verticals, Middle Market and Mid-Corporate businesses and included the benefit of a fourth quarter 2014 acquisition of an oil and gas portfolio from RBS. Retail loan growth was driven by higher auto, student and residential mortgage balances, which were partially offset by lower home equity balances and a reduction in the non-core portfolio. Average interest-earning assets increased $8.8 billion, or 8%, from first quarter 2014, as a $4.0 billion increase in retail loans driven by growth in auto, mortgage, and student loan balances, a $3.8 billion increase in commercial loans and leases, and a $1.9 billion increase in investments and interest-bearing deposits, were partially offset by lower home equity loan and line outstandings and a reduction in the non-core loan portfolio.

Citizens Financial Group, Inc.

Interest-earning assets


							1Q15 change from
($s in millions)	1Q15		4Q14		1Q14		4Q14					1Q14
							$		%			$			%
Period-end interest-earning assets
Investments and interest-bearing deposits	$	29,751	$	27,151	$	27,046	$	2,600		10	%	$	2,705			10	%
Loans and leases
Commercial loans and leases		43,982		43,226		40,075		756		2			3,907			10
Retail loans		50,512		50,184		47,008		328		1			3,504			7
Total loans and leases		94,494		93,410		87,083		1,084		1			7,411			9
Loans held for sale		322		256		131		66		26			191			146
Other loans held for sale		54		25		1,248		29		116			(1,194	)		(96	)
Total loans and leases and loans held for sale		94,870		93,691		88,462		1,179		1			6,408			7

Total period-end interest-earning assets	$	124,621	$	120,842	$	115,508	$	3,779		3	%	$	9,113			8	%

Average interest-earning assets
Investments and interest-bearing deposits	$	27,057	$	26,452	$	25,154	$	605		2		$	1,903			8
Loans and leases
Commercial loans and leases		43,506		42,263		39,729		1,243		3			3,777			10
Retail loans		50,446		49,782		46,403		664		1			4,043			9
Total loans and leases		93,952		92,045		86,132		1,907		2			7,820			9
Loans held for sale		242		213		127		29		14			115			91
Other loans held for sale		91		20		1,092		71		355			(1,001	)		(92	)
Total loans and leases and loans held for sale		94,285		92,278		87,351		2,007		2			6,934			8

Total average interest-earning assets	$	121,342	$	118,730	$	112,505	$	2,612		2	%	$	8,837			8	%

Investments and interest-bearing deposits of $29.8 billion as of March 31, 2015 increased $2.6 billion from December 31, 2014, largely reflecting strong deposit growth. Compared with March 31, 2014, investments and interest-bearing deposits increased $2.7 billion, or 10%. At the end of first quarter 2015 the average effective duration of the securities portfolio decreased to 3.1 years, compared with 3.5 years at December 31, 2014, and 4.3 years at March 31, 2014, largely reflecting a decrease in long-term rates, which drove increased prepayment speeds. During the first quarter 2015 we repositioned a portion of our agency mortgage-backed securities portfolio which modestly extended duration while generating $8 million of securities gains.

Period-end loans and leases of $94.5 billion at March 31, 2015 increased $1.1 billion from $93.4 billion at December 31, 2014, and increased $7.4 billion from $87.1 billion at March 31, 2014. The linked quarter increase was driven by a $756 million increase in commercial loans and leases and a $328 million increase in retail loans. Commercial loan and lease growth reflects commercial loan growth of $818 million, on strength in Mid-Corporate, Industry Verticals and Franchise Finance, and modest growth in Commercial Real Estate loans offset by lower lease outstandings. Retail loan growth was driven by a $596 million increase in student and a $473 million increase in auto, partially offset by decreases in residential mortgage, home equity outstandings, including continued runoff in the non-core portfolio. During the quarter we purchased $393 million of auto loans and $261 million of student loans and sold $273 million of residential mortgages and $111 million of commercial leases.

Compared with March 31, 2014, period-end loans and leases increased $7.4 billion, reflecting a $3.9 billion increase in commercial loans and leases and a $3.5 billion increase in retail loans. Commercial loan growth was driven by growth in our Commercial Real Estate, Industry Verticals, Mid-Corporate and Franchise Finance businesses. Retail loan growth was driven by a $3.2 billion increase in auto and a $1.7 billion increase in residential mortgage, partially offset by a $1.7 billion decrease in home equity outstandings, including continued runoff in the non-core portfolio.

Citizens Financial Group, Inc.

Average loans and leases of $94.0 billion increased $1.9 billion from fourth quarter 2014, driven by higher commercial, auto, student and residential mortgage balances. Results also reflected a $177 million decrease in the non-core loan portfolio. Compared with first quarter 2014, average loans and leases increased $7.8 billion, driven by commercial loan growth, and an increase in residential mortgage, auto and student loans, which were partially offset by a decrease in home equity outstandings and a $729 million reduction in the non-core loan portfolio.

Deposits


							1Q15 change from
($s in millions)	1Q15		4Q14		1Q14		4Q14					1Q14
							$		%			$			%
Period-end deposits
Demand deposits	$	26,670	$	26,086	$	25,681	$	584		2	%	$	989			4	%
Checking with interest		16,738		16,394		13,694		344		2			3,044			22
Savings		8,398		7,824		7,899		574		7			499			6
Money market accounts		34,543		33,345		30,689		1,198		4			3,854			13
Term deposits		12,641		12,058		9,499		583		5			3,142			33

Total deposits		98,990		95,707		87,462		3,283		3			11,528			13
Deposits held for sale		—		—		5,188		—		NM			(5,188	)		(100	)

Total deposits and deposits held for sale	$	98,990	$	95,707	$	92,650	$	3,283		3	%	$	6,340			7	%

Average deposits
Total average deposits	$	95,645	$	94,797	$	86,366	$	848		1	%	$	9,279			11	%

Period-end total deposits at March 31, 2015 of $99.0 billion increased $3.3 billion, or 3%, from December 31, 2014, as a result of growth in every category, with particular strength in money market. Compared with March 31, 2014, period-end total deposits increased $11.5 billion, or 13%, driven by growth in money market, term deposits and checking with interest. Period-end deposits held for sale at March 31, 2015 decreased $5.2 billion from March 31, 2014, reflecting the impact of the Chicago Divestiture. First quarter 2015 average deposits of $95.6 billion increased $848 million from fourth quarter 2014, and $9.3 billion from first quarter 2014, given growth in every category and particular strength in term deposits.

Borrowed funds


							1Q15 change from
($s in millions)	1Q15		4Q14		1Q14		4Q14						1Q14
							$			%			$			%
Period-end borrowed funds
Federal funds purchased and securities sold under agreements to repurchase	$	4,421	$	4,276	$	6,080	$	145			3	%	$	(1,659	)		(27	)%
Other short-term borrowed funds		7,004		6,253		4,950		751			12			2,054			41
Long-term borrowed funds		3,904		4,642		1,403		(738	)		(16	)		2,501			178

Total borrowed funds	$	15,329	$	15,171	$	12,433	$	158			1		$	2,896			23

Average borrowed funds	$	15,506	$	14,028	$	10,749	$	1,478			11	%	$	4,757			44	%

Total borrowed funds of $15.3 billion at March 31, 2015 increased $158 million from December 31, 2014, largely due to an increase in securities sold under agreement to repurchase, offset by a decrease in Federal Funds purchased. Compared with March 31, 2014, total borrowed funds increased $2.9 billion as we utilized borrowing capacity to fund balance sheet growth and replace deposits sold in connection with the Chicago Divestiture. Average borrowed funds of $15.5 billion increased $1.5 billion from fourth quarter 2014, and increased $4.8 billion from first quarter 2014.

Citizens Financial Group, Inc.


Capital⁽¹⁾										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14					1Q14
										$		%			$		%
Period-end capital
Common stockholder’s equity	$	19,564		$	19,268		$	19,442		$	296		2	%	$	122		1	%
Tangible common equity*	$	13,117		$	12,806		$	12,925		$	311		2	%	$	192		1	%
Common equity tier 1 risk-based capital ratio⁽¹⁾⁽²⁾		12.2	%		12.4	%		13.4	%
Total risk-based capital ratio⁽¹⁾⁽²⁾		15.5			15.8			16.0
Tier 1 leverage ratio⁽¹⁾⁽²⁾		10.5			10.6			11.4

¹	Current reporting period regulatory capital ratios are preliminary.

Periods prior to 1Q15 reported on a Basel I basis. Basel III ratios assume that certain definitions impacting qualifying Basel III capital, will phase in through 2018. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015. Pro forma Basel III ratios were 12.1% at December 31, 2014, and 13.1% at March 31, 2015.

On January 1, 2015, we adopted the Basel III capital framework and standardized approach for calculating risk-weighted assets. The Basel III capital rules replace tier 1 common equity and the associated tier 1 common equity ratio with common equity tier 1 capital (“CET1”) and the CET1 risk-based capital ratio. At March 31, 2015, Basel III Capital ratios on a transitional basis remained well in excess of applicable regulatory requirements, with a total risk-based capital ratio of 15.5%, and a CET1 risk-based capital ratio of 12.2% compared with pro forma Basel III CET1 of 12.1% at December 31, 2014, and 13.1% at March 31, 2014. Our capital ratios continue to reflect progress against our objective to realign our capital profile to achieve a profile more consistent with that of peer regional banks, while maintaining a strong capital base to support our growth aspirations, strategy, and risk appetite.


Credit quality review										1Q15 change from
($s in millions)	1Q15			4Q14			1Q14			4Q14						1Q14
										$			%			$			%
Nonperforming loans and leases	$	1,136		$	1,101		$	1,363		$	35			3	%	$	(227	)		(17	)%
Accruing loans past due 90 days or more		9			8			42			1			13			(33	)		(79	)
Net charge-offs		54			80			87			(26	)		(33	)		(33	)		(38	)
Provision for credit losses		58			72			121			(14	)		(19	)		(63	)		(52	)
Allowance for loan and lease losses	$	1,202		$	1,195		$	1,259		$	7			1	%	$	(57	)		(5	)%
Total nonperforming loans and leases as a % of total loans and leases		1.20	%		1.18	%		1.57	%		2	bps					(37	)bps
Net charge-offs as % of total loans and leases		0.23			0.35			0.41			(12	)bps					(18	)bps
Allowance for loan and lease losses as a % of nonperforming loans and leases		105.75	%		108.51	%		92.34	%		(276	)bps					1,341	bps

Credit quality during the quarter remained strong, with relatively low levels of charge-offs and nonperforming loans and leases. Nonperforming loans and leases of $1.1 billion at March 31, 2015 increased $35 million from December 31, 2014, as a $41 million increase in retail products was partially offset by a $6 million decrease in commercial products. Nonperforming loans and leases to total loans and leases of 1.20% at March 31, 2015 remained relatively stable compared to 1.18% at December 31, 2014, and decreased 37 basis points from 1.57% at March 31, 2014. Nonperforming loans and leases of $1.1 billion decreased $227 million, or 17%, from first quarter 2014, largely driven by improvement in home equity, commercial real estate and residential mortgages.

Nonperforming non-core loans totaled $171 million in first quarter 2015, compared with $184 million in fourth quarter 2014, and $225 million in first quarter 2014. Nonperforming non-core loans to total non-core loans of 6.0% at March 31, 2015,

Citizens Financial Group, Inc.

compared with 6.1% at December 31, 2014, and 6.3% at March 31, 2014. Troubled debt restructured loans (“TDRs”) of $1.4 billion remained relatively stable with December 31, 2014 levels, and included $1.2 billion of retail loans and $164 million of commercial loans. Performing TDRs represented 66% of total TDRs as of March 31, 2015, compared with 69% as of December 31, 2014, and 60% as of March 31, 2014.

Net charge-offs of $54 million, or 23 basis points of total loans and leases, in first quarter 2015 decreased $26 million from $80 million, or 35 basis points, in fourth quarter 2014. Retail product net charge-offs of $76 million remained relatively stable with fourth quarter 2014 levels. Commercial net recoveries were $22 million in first quarter 2015, and included one large recovery of $15 million. This compares with commercial net charge-offs of $2 million in fourth quarter 2014. Overall results included non-core net charge-offs of $11 million in first quarter 2015, compared with $15 million in fourth quarter 2014, and $25 million in first quarter 2014. Annualized non-core net charge-offs to total average non-core loans and leases of 1.42% in first quarter 2015, compared with 1.92% in fourth quarter 2014, and 2.72% in first quarter 2014.

Provision for credit losses of $58 million in first quarter 2015 decreased $14 million from fourth quarter 2014, as the benefit of continued improvement in asset quality, reduction in underlying net charge-offs, and a commercial recovery was somewhat offset by the effect of loan growth. First quarter 2015 results included a $4 million reserve build, compared with an $8 million reserve release in fourth quarter 2014. Provision for credit losses decreased $63 million from first quarter 2014, reflecting improved credit quality and the effects of the commercial recovery. The total provision for credit losses includes the provision for loan and lease losses as well as the provision for unfunded commitments.

The allowance for loan and lease losses of $1.2 billion remained relatively stable compared to fourth quarter 2014, and decreased $57 million, or 5%, from first quarter 2014, reflecting continued improvement in overall credit quality. Allowance for loan and lease losses to total loans and leases was 1.27% as of March 31, 2015, compared with 1.28% as of December 31, 2014, and 1.45% as of March 31, 2014. Allowance for loan and lease losses to non-performing loans and leases ratio was 106% as of March 31, 2015, compared with 109% as of December 31, 2014, and 92% as of March 31, 2014.

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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


Media:		Jim Hughes - 781.751.5404

Investors:		Ellen A. Taylor - 203.897.4240

Conference Call

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


Time:		9:00 am EDT

Dial-in:		Individuals may call in by dialing (800) 230-1074, conference ID 352439

Webcast/Presentation:		The live webcast will be available at http://investor.citizensbank.com, under Events

Replay Information:		A replay of the conference call will be available beginning at 10:30 am EDT on April 22 through May 22. Please dial (800) 475-6701 and enter access code 352439. The webcast replay will be available at http://investor.citizensbank.com.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $136.5 billion in assets as of March 31, 2015. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. In Consumer Banking, Citizens helps its retail customers “bank better” with mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,200 ATMs and approximately 1,200 Citizens Bank and Charter One branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Citizens also provides mortgage lending, auto lending, student lending and commercial banking services in select markets nationwide. In Commercial Banking, Citizens offers corporate, institutional and not-for-profit clients a full range of wholesale banking products and services including lending and deposits, capital markets, treasury services, foreign exchange and interest hedging, leasing and asset finance, specialty finance and trade finance.

Citizens operates through its subsidiaries Citizens Bank, N.A., and Citizens Bank of Pennsylvania. Additional information about Citizens and its full line of products and services can be found at www.citizensbank.com.

Citizens Financial Group, Inc.

Non-GAAP Financial Measures

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

The non-GAAP measures set forth below include “total revenue”, “noninterest income”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense (benefit)”, “income tax expense (benefit)”, “net income (loss)”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “amortization of software”, “other operating expense”, “net income (loss) per average common share”, “return of average common equity” and “return on average total assets”. In addition, we present computations for “tangible book value per common share”, “return on average tangible common equity”, “return on average total tangible assets” and “efficiency ratio” as part of our non-GAAP measures. Additionally, “pro forma Basel III fully phased-in common equity tier 1 capital” computations for periods prior to 1Q15 are presented as part of our non-GAAP measures.

We believe these non-GAAP measures provide useful information to investors because these are among the measures used by our management team to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe restructuring charges and special items in any period do not reflect the operational performance of the business in that period and, accordingly, it is useful to consider these line items with and without restructuring charges and special items. We believe this presentation also increases comparability of period-to-period results.

Prior to first quarter 2015, 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.

Citizens Financial Group, Inc.

Non-GAAP Reconciliation

(Excluding restructuring charges and special items)

$s in millions, except per share data


		QUARTERLY TRENDS
		1Q15			4Q14			3Q14			2Q14			1Q14
Noninterest income, excluding special items:
Noninterest income (GAAP)	A	$	347		$	339		$	341		$	640		$	358
Less: Special items - Chicago gain			—			—			—			288			—

Noninterest income, excluding special items (non-GAAP)	B	$	347		$	339		$	341		$	352		$	358

Total revenue, excluding special items:
Total revenue (GAAP)	C	$	1,183		$	1,179		$	1,161		$	1,473		$	1,166
Less: Special items - Chicago gain			—			—			—			288			—

Total revenue, excluding special items (non-GAAP)	D	$	1,183		$	1,179		$	1,161		$	1,185		$	1,166

Noninterest expense, excluding restructuring charges and special items:
Noninterest expense (GAAP)	E	$	810		$	824		$	810		$	948		$	810
Less: Restructuring charges and special items	LL		10			33			21			115			—

Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F	$	800		$	791		$	789		$	833		$	810

Net income, excluding restructuring charges and special items:
Net income (GAAP)	G	$	209		$	197		$	189		$	313		$	166
Add: Restructuring charges and special items, net of income tax expense (benefit)			6			20			13			(108	)		—

Net income, excluding restructuring charges and special items (non-GAAP)	H	$	215		$	217		$	202		$	205		$	166

Return on average common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	I	$	19,407		$	19,209		$	19,411		$	19,607		$	19,370
Return on average common equity, excluding restructuring charges and special items (non-GAAP)	H/I		4.49	%		4.48	%		4.14	%		4.19	%		3.48	%

Return on average tangible common equity and return on average tangible common equity, excluding restructuring charges and special items:
Average common equity (GAAP)	I	$	19,407		$	19,209		$	19,411		$	19,607		$	19,370
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876
Less: Average other intangibles (GAAP)			5			6			6			7			7
Add: Average deferred tax liabilities related to goodwill (GAAP)			422			403			384			369			351

Average tangible common equity (non-GAAP)	J	$	12,948		$	12,730		$	12,913		$	13,093		$	12,838

Return on average tangible common equity (non-GAAP)	G/J		6.53	%		6.12	%		5.81	%		9.59	%		5.24	%
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)	H/J		6.73	%		6.76	%		6.22	%		6.28	%		5.24	%

Return on average total assets, excluding restructuring charges and special items:
Average total assets (GAAP)	K	$	133,325		$	130,671		$	128,691		$	127,148		$	123,904
Return on average total assets, excluding restructuring charges and special items (non-GAAP)	H/K		0.65	%		0.66	%		0.62	%		0.65	%		0.54	%

Return on average total tangible assets and return on average total tangible assets, excluding restructuring charges and special items:
Average total assets (GAAP)	K	$	133,325		$	130,671		$	128,691		$	127,148		$	123,904
Less: Average goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876
Less: Average other intangibles (GAAP)			5			6			6			7			7
Add: Average deferred tax liabilities related to goodwill (GAAP)			422			403			384			369			351

Average tangible assets (non-GAAP)	L	$	126,866		$	124,192		$	122,193		$	120,634		$	117,372

Return on average total tangible assets (non-GAAP)	G/L		0.67	%		0.63	%		0.61	%		1.04	%		0.57	%
Return on average total tangible assets, excluding restructuring charges and special items (non-GAAP)	H/L		0.69	%		0.69	%		0.66	%		0.68	%		0.57	%

Citizens Financial Group, Inc.

Non-GAAP Reconciliation

(Excluding restructuring charges and special items)

$s in millions, except per share data


		QUARTERLY TRENDS
		1Q15			4Q14			3Q14			2Q14			1Q14
Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:
Net interest income (GAAP)		$	836		$	840		$	820		$	833		$	808
Add: Noninterest income (GAAP)			347			339			341			640			358

Total revenue (GAAP)	C	$	1,183		$	1,179		$	1,161		$	1,473		$	1,166

Efficiency ratio (non-GAAP)	E/C		68.49	%		69.88	%		69.84	%		64.33	%		69.43	%
Efficiency ratio, excluding restructuring charges and special items (non-GAAP)	F/D		67.65	%		67.11	%		68.02	%		70.23	%		69.43	%

Tangible book value per common share:
Common shares - at end of period (GAAP)	M		547,490,812			545,884,519			559,998,324			559,998,324			559,998,324
Stockholders’ equity (GAAP)		$	19,564		$	19,268		$	19,383		$	19,597		$	19,442
Less: Goodwill (GAAP)			6,876			6,876			6,876			6,876			6,876
Less: Other intangible assets (GAAP)			5			6			6			7			7
Add: Deferred tax liabilities related to goodwill (GAAP)			434			420			399			384			366

Tangible common equity (non-GAAP)	N	$	13,117		$	12,806		$	12,900		$	13,098		$	12,925

Tangible book value per common share (non-GAAP)	N/M		23.96			23.46			23.04			23.39			23.08

Net income per average common share - basic and diluted, excluding restructuring charges and special items:
Average common shares outstanding - basic (GAAP)	O		546,291,363			546,810,009			559,998,324			559,998,324			559,998,324
Average common shares outstanding - diluted (GAAP)	P		549,798,717			550,676,298			560,243,747			559,998,324			559,998,324
Net income applicable to common stockholders (GAAP)	Q	$	209		$	197		$	189		$	313		$	166
Net income per average common share - basic (GAAP)	Q/O		0.38			0.36			0.34			0.56			0.30
Net income per average common share - diluted (GAAP)	Q/P		0.38			0.36			0.34			0.56			0.30
Net income applicable to common stockholders, excluding restructuring charges and special items (non-GAAP)	R		215			217			202			205			166
Net income per average common share - basic, excluding restructuring charges and special items (non-GAAP)	R/O		0.39			0.40			0.36			0.37			0.30

Net income per average common share - diluted, excluding restructuring charges and special items (non-GAAP)	R/P		0.39			0.39			0.36			0.37			0.30

Pro forma Basel III fully phased-in common equity tier 1 capital ratio¹ :
Common equity tier 1 (regulatory)		$	13,360		$	13,173		$	13,330		$	13,448		$	13,460
Less: Change in DTA and other threshold deductions (GAAP)			(3	)		(6	)		(5	)		(7	)		(7	)

Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP)	S	$	13,357		$	13,179		$	13,335		$	13,455		$	13,467

Risk-weighted assets (regulatory general risk weight approach)		$	109,786		$	105,964		$	103,207		$	101,397		$	100,368
Add: Net change in credit and other risk-weighted assets (regulatory)			242			2,882			3,207			2,383			2,450

Basel III standardized approach risk-weighted assets (non-GAAP)	T	$	110,028		$	108,846		$	106,414		$	103,780		$	102,818

Pro forma Basel III fully phased-in common equity tier 1 capital ratio (non-GAAP)¹	S/T		12.1	%		12.1	%		12.5	%		13.0	%		13.1	%

Salaries and employee benefits, excluding restructuring charges and special items:
Salaries and employee benefits (GAAP)	U	$	419		$	397		$	409		$	467		$	405
Less: Restructuring charges and special items			(1	)		1			—			43			—

Salaries and employee benefits, excluding restructuring charges and special items (non-GAAP)	V	$	420		$	396		$	409		$	424		$	405

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

Citizens Financial Group, Inc.

Non-GAAP Reconciliation

(Excluding restructuring charges and special items)

$s in millions, except per share data


		QUARTERLY TRENDS													1Q15 v 1Q14
		1Q15			4Q14			3Q14			2Q14		1Q14		% Change
Outside services, excluding restructuring charges and special items:
Outside services (GAAP)	W	$	79		$	106		$	106		$	125	$	83
Less: Restructuring charges and special items			8			18			19			41		—

Outside services, excluding restructuring charges and special items (non-GAAP)	X	$	71		$	88		$	87		$	84	$	83

Occupancy, excluding restructuring charges and special items:
Occupancy (GAAP)	Y	$	80		$	81		$	77		$	87	$	81
Less: Restructuring charges and special items			2			5			2			9		—

Occupancy, excluding restructuring charges and special items (non-GAAP)	Z	$	78		$	76		$	75		$	78	$	81

Equipment expense, excluding restructuring charges and special items:
Equipment expense (GAAP)	AA	$	63		$	63		$	58		$	65	$	64
Less: Restructuring charges and special items			1			1			—			3		—

Equipment expense, excluding restructuring charges and special items (non-GAAP)	BB	$	62		$	62		$	58		$	62	$	64

Amortization of software, excluding restructuring charges and special items:
Amortization of software	CC	$	36		$	43		$	38		$	33	$	31
Less: Restructuring charges and special items			—			6			—			—		—

Amortization of software, excluding restructuring charges and special items (non-GAAP)	DD	$	36		$	37		$	38		$	33	$	31

Other operating expense, excluding restructuring charges and special items:
Other operating expense (GAAP)	EE	$	133		$	134		$	122		$	171	$	146
Less: Restructuring charges and special items			—			2			—			19		—

Other operating expense, excluding restructuring charges and special items (non-GAAP)	FF	$	133		$	132		$	122		$	152	$	146

Pre-provision profit, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)	D	$	1,183		$	1,179		$	1,161		$	1,185	$	1,166
Less: Noninterest expense, excluding restructuring charges and special items (non- GAAP)	F		800			791			789			833		810

Pre-provision profit, excluding restructuring charges and special items (non-GAAP)	GG	$	383		$	388		$	372		$	352	$	356

Income before income tax expense (benefit), excluding restructuring charges and special items:
Income before income tax expense (GAAP)	HH	$	315		$	283		$	274		$	476	$	235
Less: Income before income tax expense (benefit) related to restructuring charges and special items (GAAP)			(10	)		(33	)		(21	)		173		—

Income before income tax expense, excluding restructuring charges and special items (non-GAAP)	II	$	325		$	316		$	295		$	303	$	235

Income tax expense, excluding restructuring charges and special items:
Income tax expense (GAAP)	JJ	$	106		$	86		$	85		$	163	$	69
Less: Income tax (benefit) related to restructuring charges and special items (GAAP)			(4	)		(13	)		(8	)		65		—

Income tax expense, excluding restructuring charges and special items (non-GAAP)	KK	$	110		$	99		$	93		$	98	$	69

Restructuring charges and special expense items include:
Restructuring charges		$	1		$	10		$	1		$	103	$	0
Special items			9			23			20			12		0

Restructuring charges and special expense items	LL	$	10		$	33		$	21		$	115	$	0

Net interest income, excluding the effect of Chicago Divesture:
Net interest income (GAAP)												833		808
Less: Estimated effect of Chicago Divesture												13		13

Net interest income, excluding effect of Chicago Divesture (non-GAAP)	MM										$	820	$	795

Operating leverage, excluding restructuring charges and special items:
Total revenue, excluding restructuring charges and special items (non-GAAP)	D	$	1,183										$	1,166		1.5	%
Noninterest expense, excluding restructuring charges and special items (non-GAAP)	F		800											810		(1.2	)%

Operating leverage, excluding restructuring charges and special items (non-GAAP)	NN															2.7	%

Citizens Financial Group, Inc.

Non-GAAP Reconciliation - Segments

$s in millions


		Three Months Ended March 31,												Three Months Ended December 31,
		2015												2014
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income (loss) (GAAP)	A	$	61		$	147		$	1		$	209		$	52		$	140		$	5	$	197

Return on average tangible common equity
Average common equity (GAAP)	B	$	4,649		$	4,526		$	10,232		$	19,407		$	4,756		$	4,334		$	10,119	$	19,209
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5			5			—			—			6		6
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			422			422			—			—			403		403

Average tangible common equity (non-GAAP)	C	$	4,649		$	4,526		$	3,773		$	12,948		$	4,756		$	4,334		$	3,640	$	12,730

Return on average tangible common equity (non-GAAP)	A/C		5.30	%		13.15	%		NM			6.53	%		4.30	%		12.76	%		NM		6.12	%

Return on average total tangible assets
Average total assets (GAAP)	D	$	51,602		$	41,606		$	40,117		$	133,325		$	50,546		$	40,061		$	40,064	$	130,671
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			5			5			—			—			6		6
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			422			422			—			—			403		403

Average tangible assets (non-GAAP)	E	$	51,602		$	41,606		$	33,658		$	126,866		$	50,546		$	40,061		$	33,585	$	124,192

Return on average total tangible assets (non-GAAP)	A/E		0.48	%		1.43	%		NM			0.67	%		0.40	%		1.38	%		NM		0.63	%

Efficiency ratio
Noninterest expense (GAAP)	F	$	596		$	173		$	41		$	810		$	611		$	180		$	33	$	824
Net interest income (GAAP)			533			276			27			836			536			283			21		840
Noninterest income (GAAP)			219			100			28			347			218			111			10		339

Total revenue	G	$	752		$	376		$	55		$	1,183		$	754		$	394		$	31	$	1,179

Efficiency ratio (non-GAAP)	F/G		79.25	%		46.01	%		NM			68.49	%		81.09	%		45.48	%		NM		69.88	%

		Three Months Ended September 30,												Three Months Ended June 30,
		2014												2014
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other		Consolidated
Net income (loss) (GAAP)	A	$	54		$	139		($	4	)	$	189		$	44		$	141		$	128	$	313

Return on average tangible common equity
Average common equity (GAAP)	B	$	4,685		$	4,205		$	10,521		$	19,411		$	4,640		$	4,129		$	10,838	$	19,607
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			6			6			—			—			7		7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			384			384			—			—			369		369

Average tangible common equity (non-GAAP)	C	$	4,685		$	4,205		$	4,023		$	12,913		$	4,640		$	4,129		$	4,324	$	13,093

Return on average tangible common equity (non-GAAP)	A/C		4.57	%		13.10	%		NM			5.81	%		3.87	%		13.78	%		NM		9.59	%

Return on average total tangible assets
Average total assets (GAAP)	D	$	49,012		$	38,854		$	40,825		$	128,691		$	48,556		$	38,022		$	40,570	$	127,148
Less: Average goodwill (GAAP)			—			—			6,876			6,876			—			—			6,876		6,876
Average other intangibles (GAAP)			—			—			6			6			—			—			7		7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			384			384			—			—			369		369

Average tangible assets (non-GAAP)	E	$	49,012		$	38,854		$	34,327		$	122,193		$	48,556		$	38,022		$	34,056	$	120,634

Return on average total tangible assets (non-GAAP)	A/E		0.44	%		1.42	%		NM			0.61	%		0.37	%		1.50	%		NM		1.04	%

Efficiency ratio
Noninterest expense (GAAP)	F	$	609		$	162		$	39		$	810		$	655		$	157		$	136	$	948
Net interest income (GAAP)			532			270			18			820			546			264			23		833
Noninterest income (GAAP)			226			104			11			341			236			107			297		640

Total revenue	G	$	758		$	374		$	29		$	1,161		$	782		$	371		$	320	$	1,473

Efficiency ratio (non-GAAP)	F/G		80.42	%		43.35	%		NM			69.84	%		83.61	%		42.36	%		NM		64.33	%

		Three Months Ended March 31,
		2014
		Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) (GAAP)	A	$	32		$	141		($	7	)	$	166

Return on average tangible common equity
Average common equity (GAAP)	B	$	4,568		$	4,023		$	10,779		$	19,370
Less: Average goodwill (GAAP)			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			7			7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			351			351

Average tangible common equity (non-GAAP)	C	$	4,568		$	4,023		$	4,247		$	12,838

Return on average tangible common equity (non-GAAP)	A/C		2.81	%		14.17	%		NM			5.24	%

Return on average total tangible assets
Average total assets (GAAP)	D	$	47,610		$	36,955		$	39,339		$	123,904
Less: Average goodwill (GAAP)			—			—			6,876			6,876
Average other intangibles (GAAP)			—			—			7			7
Add: Average deferred tax liabilities related to goodwill (GAAP)			—			—			351			351

Average tangible assets (non-GAAP)	E	$	47,610		$	36,955		$	32,807		$	117,372

Return on average total tangible assets (non-GAAP)	A/E		0.27	%		1.54	%		NM			0.57	%

Efficiency ratio
Noninterest expense (GAAP)	F	$	638		$	153		$	19		$	810
Net interest income (GAAP)			537			256			15			808
Noninterest income (GAAP)			219			107			32			358

Total revenue	G	$	756		$	363		$	47		$	1,166

Efficiency ratio (non-GAAP)	F/G		84.39	%		42.13	%		NM			69.43	%

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 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).

Citizens Financial Group, Inc.

In addition to the above factors, we also caution that the amount and timing of any future common stock dividends or share repurchases will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries), and any other factors that our board of directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. In addition, the timing and manner of the sale of RBS’s remaining ownership of our common stock remains uncertain, and we have no control over the manner in which RBS may seek to divest such remaining shares. Any such sale would impact the price of our shares of common stock.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the United States Securities and Exchange Commission on March 3, 2015.

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

CFG-IR

1Q15 Financial Results

April 22, 2015

Exhibit 99.2

Forward-looking statements

This document contains forward-looking statements within the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a

forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,”

“probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the

date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light

of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees

or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to

differ materially from those in the forward-looking statements include the following, without limitation:

negative economic conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect,

among other things, the level of nonperforming assets, charge-offs and provision expense;

the rate of growth in the economy and employment levels, as well as general business and economic conditions;

our ability to implement our strategic plan, including the cost savings and efficiency components, and achieve our indicative performance targets;

our ability to remedy regulatory deficiencies and meet supervisory requirements and expectations;

liabilities resulting from litigation and regulatory investigations;

our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally

or raise capital on favorable terms;

the effect of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin and our mortgage originations,

mortgage servicing rights and mortgages held for sale;

changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the

ability to originate and distribute financial products in the primary and secondary markets;

the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;

financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the

Dodd-Frank Act and other legislation and regulation relating to bank products and services;

a failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber

attacks;

management’s ability to identify and manage these and other risks; and

any failure by us to successfully replicate or replace certain functions, systems and infrastructure provided by The Royal Bank of Scotland Group plc (RBS).

In addition to the above factors, we also caution that the amount and timing of any future common stock dividends or share repurchases will depend on our financial condition,

earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries), and any other factors that our board of directors deems relevant

in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends.

In addition, the timing and manner of the sale of RBS’s remaining ownership of our common stock remains uncertain, and we have no control over the manner in which RBS may

seek to divest such remaining shares. Any such sale would impact the price of our shares of common stock.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in

Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the United States Securities and Exchange Commission on March 3, 2015.

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

1Q15 highlights

Improving

profitability and

returns

GAAP diluted EPS of $0.38; Adjusted diluted EPS

of $0.39, up 30% from 1Q14

Adjusted ROTCE

of 6.7% vs. 5.2% in 1Q14

Adjusted operating leverage

of nearly 3% vs 1Q14

Strong capital,

liquidity, and

funding

Excellent credit

quality and

progress on risk

management

Continued progress

on strategic growth

and efficiency

initiatives

Robust capital levels with a Common Equity Tier 1 Ratio of 12.2%

with 2% growth from 4Q14 in tangible

book value/share

to $23.96

Average deposits grew $9.3 billion, or 7% vs 1Q14; Loan-to-deposit ratio of 96% (99% on an average

basis)

Received non-objection on 2015 CCAR submission

Supported successful $3.7 billion secondary offering, and in early April executed $250 million preferred

stock offering and share repurchase

Continued strong credit quality with net charge-off ratio of 0.23%, down 12 bps from 4Q14 and

18 bps from 1Q14

Allowance for loan and lease losses of 1.27% of total loans and leases stable with 4Q14

NPLs as a % of total loans and leases of 1.20% stable with 4Q14

YoY average loan growth of 9% with strength in Commercial, Auto,

Mortgage

YoY average loan growth of $7.8 billion broadly on target with $3.8 billion in commercial, $3.5

billion in auto, and a net $518 million across other portfolios

Progress in recruiting mortgage loan officers: 442 at quarter end, up 29 in 1Q15

YoY Adjusted noninterest expense

down modestly

–

initiatives on track; have achieved 32% of

targeted $200 million goal by end of 2016

Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and effectiveness programs

and separation from RBS. See important information on use of Non-GAAP items in the Appendix. “Chicago Divestiture“ refers to the June 23, 2014 sale of the Chicago-area Charter

One branches, small business and select middle market relationships.

Financial summary –

GAAP

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

Includes held for sale.

Return on average tangible common equity.

Return on average total tangible assets.

Full-time equivalent employees.

Linked quarter:

Net income up 6%, reflecting positive

operating leverage and lower provision

expense

NII down modestly on fewer days in the

quarter

Continued earning asset growth

Noninterest income up $8 million on

strong mortgage banking income

Noninterest expense down $14 million

driven by $23 million decrease in

restructuring charges and special items

Investments to drive future growth

continue

Prior year quarter:

Net income up 26%

NII up 3% despite an estimated $13

million decrease tied to Chicago

Divestiture

8% average earning asset growth

Runoff of pay-fixed swap book

helped mitigate continued impact of

the low-rate environment

Noninterest income down 3% driven by

an estimated $12 million impact of the

Chicago Divestiture and $17 million

lower securities gains, partially offset by

underlying growth

Noninterest expense held flat

Provision decreased $63 million driven

by lower charge-offs/strong recoveries

Highlights

1Q15 change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

Net interest income

836

840

808

(4)

—

3 %

Noninterest income

347

339

358

2 %

(11)

(3) %

Total revenue

1,183

1,179

1,166

—

1 %

Noninterest expense

810

824

810

(14)

(2) %

—

Pre-provision profit

373

355

356

5 %

Provision for credit losses

121

(14)

(19) %

(63)

(52) %

Income before income tax expense

315

283

235

11 %

34 %

Income tax expense

106

23 %

54 %

Net income

209

197

166

6 %

26 %

$s in billions

Average interest earning assets

121.3

118.7

112.5

2.6

2 %

8.8

8 %

Average deposits

95.6

94.8

91.6

0.8

1 %

4.0

4 %

Key metrics

Net interest margin

2.77

2.80

2.89

(3)

bps

(12)

bps

Loan-to-deposit ratio (period-end)

95.8

97.9

95.5

(205)

bps

ROTCE

1,3

6.5

6.1

5.2

bps

129

bps

ROTA

1,4

0.7

0.6

bps

Efficiency ratio

(139)

bps

(94)

bps

FTEs

17,792

17,677

18,856

115

1 %

(1,064)

(6) %

Per common share

Diluted earnings

0.38

0.36

0.30

0.02

6 %

0.08

27 %

Tangible book value

23.96

23.46

23.08

0.50

2 %

0.88

4 %

Average diluted shares outstanding

(in millions)

549.8

550.7

560.0

(0.9)

—

(10.2)

(2) %

Restructuring charges and special items

GAAP results included restructuring charges and special items related to enhancing efficiencies and improving

processes across the organization and separation from The Royal Bank of Scotland Group plc (“RBS”).

Expect

utilize

the

balance

the

Chicago

Divestiture

gain

continue

reinvest

drive

future

growth,

and

fund an additional $35-40 million of further restructuring charges and special expense items in 2Q15.

See page 27 for additional details.

Restructuring

charges

and

special

items

1Q15 change from

($s in millions, except per share data)

1Q15

4Q14

1Q14

4Q14

1Q14

Pre-tax restructuring charges and special items

—

(23)

(70) %

After-tax restructuring charges and special items

—

(14)

(70) %

Diluted EPS impact

(0.01)

(0.03)

—

0.02

(67) %

(0.01)

1Q15 change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

184

Net interest income

836

840

808

(4)

—

3 %

185

Noninterest income

347

339

358

2 %

(11)

(3) %

186

Total revenue

1,183

1,179

1,166

—

1 %

187

800

791

810

1 %

(10)

(1) %

188

Adjusted

pre-provision

profit

383

388

356

(5)

(1) %

8 %

189

Provision for credit losses

121

(14)

(19) %

(63)

(52) %

190

Adjusted

pretax

income¹

325

316

235

3 %

38 %

191

Adjusted

income

tax

expense

110

11 %

59 %

192

Adjusted

net

income

215

217

166

(2)

(1) %

30 %

s in billions

193

Average interest earning assets

121.3

118.7

112.5

2.6

2 %

8.8

8 %

194

Average

deposits

95.6

94.8

91.6

0.8

1 %

4.0

4 %

Key metrics

195

Net interest margin

2.77

2.80

2.89

(3)

bps

(12)

bps

109

Loan-to-deposit

ratio

(period-end)

95.8

97.9

95.5

(205)

bps

197

Adjusted

ROTCE

1,3

6.7

6.8

5.2

(3)

bps

149

bps

198

Adjusted

ROTA

1,4

0.7

0.6

—

bps

199

Adjusted

efficiency

ratio

bps

(178)

bps

200

FTEs

17,792

17,677

18,856

115

1 %

(1,064)

(6) %

Per common share

156

Adjusted

diluted

EPS

0.39

0.30

—

0.09

30 %

157

Tangible

book

value

23.96

23.46

23.08

0.50

2 %

0.88

4 %

158

Average diluted shares outstanding

(in millions)

549.8

550.7

560.0

(0.9)

—

(10.2)

(2) %

Adjusted

1Q15

financial

summary

excluding

restructuring

charges

and

special

items

Non-GAAP

item.

Adjusted

results

exclude

the

effect

net

restructuring

charges

and

special

items

associated

with

Chicago

Divestiture,

efficiency

and

effectiveness

programs

and

separation

from

RBS.

See

important

information

use of

Non-GAAP

items

the

Appendix.

Includes held for sale.

Return on average tangible common equity.

Return on average total tangible assets.

Full-time equivalent employees.

Linked quarter:

Adjusted net income broadly stable in seasonally

weaker quarter

Total revenue up $4 million

–

NII down $4 million driven by fewer days in the

quarter ($12 million impact)

–

NIM broadly stable with underlying 4Q14 results

–

Noninterest income up $8 million on mortgage

banking gain of $10 million, partially offset by

seasonal impacts

Adjusted noninterest expense increased 1%

–

Seasonally higher employee benefits and

continued investments to drive growth,

somewhat offset by the impact of efficiency

initiatives

Adjusted efficiency ratio up slightly

Provision expense down 19%

Prior year quarter:

Adjusted net income up 30% reflecting positive

operating leverage and a $63 million reduction in

provision expense

Total revenue up $17 million despite an estimated

$25 million impact of Chicago Divestiture

Adjusted efficiency ratio improved by 178 bps

Highlights

–

NII up 3% with 8% earning asset growth, and

NIM contraction of 12 bps

–

Noninterest income down 3%

–

Adjusted noninterest expense down 1%

driven by Chicago Divestiture impact

Adjusted noninterest expense

$s in billions

1Q14

2Q14

3Q14

4Q14

1Q15

Retail loans

$46.4

$47.5

$48.5

$49.8

$50.4

Commercial loans

39.7

40.5

41.2

42.3

43.5

Investments and cash²

25.2

26.8

27.3

26.5

27.1

Loans held for sale¹

1.2

0.2

0.3

Total interest-earning assets

$112.5

$116.0

$117.2

$118.7

$121.3

Loan Yields

3.41%

3.40%

3.33%

3.34%

Cost of funds

0.45%

0.43%

0.45%

0.49%

0.50%

$113B

$116B

$117B

$119B

$121B

$808

$833

$820

$840

$836

1Q14

2Q14

3Q14

4Q14

1Q15

2.89%

2.87%

2.77%

2.80%

2.77%

Net interest income

Linked quarter:

NII down modestly

Impact of two fewer days in the quarter

($12 million) and slightly higher borrowing and

deposit costs

Benefit of continued loan growth and a reduction

in pay-fixed swap costs

NIM remained relatively stable; down 3 bps to 2.77%

4Q14 included an estimated 2 bps non-recurring

benefit related to a securities portfolio duration

extension trade and reduction in excess cash

position

Benefit of loan growth and initiatives to improve

loan mix and lower swap costs broadly offset by

higher deposits

Prior year quarter:

NII up $28 million, or 3% despite an estimated $13

million impact from Chicago Divestiture, driven by

increased investment portfolio income and 9%

average loan growth

NIM declined 12 bps to 2.77% driven by the

continued impact of the low-rate environment

Highlights

Net interest income

$s in millions,

except earning

assets

Average interest-earning assets

Average interest earning assets

Net interest income

Net interest margin

$820

$795

1Q14 and 2Q14 include other loans held for sale associated with Chicago Divestiture.

Includes Interest-bearing cash and due from banks and deposits in banks

Represents estimated underlying net interest income adjusted for the effect of Chicago Divestiture.

Linked quarter:

Noninterest income up $8 million as gains

related to repositioning the mortgage and

securities portfolio offset seasonally lower

results in other categories

Mortgage banking fees up $17 million

driven by a $10 million gain on the sale of

conforming mortgages as well as higher

origination volumes

Other income reflects change in

accounting on low-income housing

investment portfolio

Highlights

Other income includes interest rate product fees, leasing income, bank owned life insurance, and other income.

$s in millions

$347

$339

$358

1Q15

4Q14

1Q14

Service charges and fees

Card fees

Trust and inv services

FX & trade finance fees

Mortgage banking fees

Capital markets fee income

Securities gains (losses)

Other income

Prior year quarter:

Noninterest income down $11 million

•

$17 million decrease in securities gains

•

$12 million estimated decrease tied to

Chicago Divestiture

•

Underlying fee growth estimated at 5%

Noninterest income

Strength in capital markets fees and

higher FX & trade finance fees and

underlying momentum in other core

fees more than offset by

1Q14 change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

215

Service charges and fees

135

144

139

(9)

(6) %

(4)

(3) %

216

Card fees

(6)

(10) %

(4)

(7) %

217

Trust & investment services fees

(2)

(5) %

(3)

(8) %

218

FX & trade finance fees

(2)

(8) %

5 %

219

Mortgage banking fees

106 %

65 %

220

Capital markets fees

(3)

(12) %

22 %

221

Securities gains, net

700 %

(17)

(68) %

222

Other income

19 %

(1)

(3) %

225

Noninterest income

347

339

358

2 %

(11)

(3) %

$800

$791

$810

68%

67%

69%

1Q15

4Q14

1Q14

Adjusted salary and benefits

Adjusted occupancy & equip

Adjusted all other

Adjusted efficiency ratio

Adjusted noninterest expense –

excluding restructuring charges and special items

Linked quarter:

Adjusted noninterest expense up

$9 million driven by seasonal impacts

Adjusted salaries and benefits up

$24 million driven by the impact of

seasonally higher payroll taxes and

incentives expense

•

FTEs up 115 reflecting continued

investments to drive growth and

effectiveness

Virtually all other expense categories

reflect strong cost control

Efficiency initiatives drove incremental cost

savings of $9 million vs. 4Q14

Highlights

Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency

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

restructuring charges and special items provided on page 27.

Excludes restructuring charges and special items.

change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

Adjusted

salaries

and

benefits

420

396

405

6 %

4 %

Adjusted

occupancy

3 %

(3)

(4) %

Adjusted equipment expense

—

(2)

(3) %

Adjusted

outside

services

(17)

(19) %

(12)

(14) %

Adjusted

amortization

software

(1)

(3) %

16 %

Adjusted

other

expense

133

132

146

1 %

(13)

(9) %

Adjusted noninterest expense

800

791

810

1 %

(10)

(1) %

Restructuring charges and special items

—

(23)

(70) %

Total noninterest expense

810

824

810

(14)

(2) %

—

Prior year quarter:

Adjusted noninterest expense decreased $10

million as an estimated $21 million decrease

related to the Chicago Divestiture was more

than offset by net investments to drive growth

and effectiveness as well as regulatory

improvements

FTEs down 1,064 reflecting the impact of the

Chicago Divestiture and various efficiency

initiatives, partially offset by investments in

growth initiatives

1Q15 change from

$s in billions

1Q15

4Q14

1Q14

4Q14

1Q14

265

Investments and interest bearing

deposits

27.1

26.5

25.2

0.6

2 %

1.9

8 %

266

Total commercial loans

43.5

42.3

39.7

1.2

3 %

3.8

10 %

267

Total retail loans

50.4

49.8

46.4

0.7

1 %

4.0

9 %

268

Total loans and leases

94.0

92.0

86.1

1.9

2 %

7.8

9 %

269

Loans held for sale

0.3

0.2

1.2

0.1

43 %

(0.9)

(73) %

270

Total interest-earning assets

121.3

118.7

112.5

2.6

2 %

8.8

8 %

271

Total noninterest-earning assets

12.0

11.9

11.4

—

— %

0.6

5 %

272

Total assets

133.3

130.7

123.9

2.6

2 %

9.4

8 %

273

Low-cost core deposits¹

49.8

49.7

45.8

0.1

— %

4.1

9 %

274

Money market deposits

33.6

33.2

31.3

0.5

1 %

2.4

8 %

275

Term deposits

12.2

11.9

9.3

0.3

2 %

2.9

31 %

Held for sale

—

5.2

—

— %

(5.2)

(100) %

276

Total deposits

95.6

94.8

91.6

0.8

1 %

4.0

4 %

277

Total borrowed funds

15.5

14.0

10.7

1.5

11 %

4.8

44 %

278

Total liabilities

113.9

111.5

104.5

2.4

2 %

9.4

9 %

279

Total stockholders' equity

19.4

19.2

19.4

0.2

1 %

—

— %

280

Total liabilities and equity

133.3

130.7

123.9

2.6

2 %

9.4

8 %

Consolidated 1Q15 average balance sheet

Linked quarter:

Total earning assets up 2%

Commercial loans up $1.2 billion, given

strength in Industry Verticals, Middle

Market, Mid-Corporate and Commercial

Real Estate

Retail loans up $664 million driven by

growth in auto, mortgage, and student

Total deposits increased 1%

Growth focused on commercial

relationships and consumer term deposits

Total earning assets up 8%

Retail loans up 9% driven by growth in auto,

mortgage and student

Commercial loans up 10% due to growth in

Mid-Corporate, Commercial Real Estate,

Franchise Finance and Industry Verticals

Total deposits up $4.0 billion reflecting

strength in low-cost core deposits and term

deposits

Borrowed funds up $4.8 billion reflecting

sub-debt issuance tied to our capital

exchange transactions, as well as senior

debt issuance and FHLB borrowings to fund

balance sheet growth

Highlights

$121.3 billion

Interest-earning assets

$111.2 billion

Deposits/borrowed funds

Total

Retail

42%

Total

Commercial

36%

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

Total deposits includes deposits held for sale.

CRE

Other

Commercial

Residential

mortgage

Total home

equity

Automobile

Other

Retail

Investments

and

interest-bearing

deposits

Retail /

Personal

Commercial/

Municipal/

Wholesale

Borrowed

funds

17%

30%

10%

17%

11%

22%

50%

37%

13%

Prior year quarter:

$8.7

$9.2

$9.9

$10.6

$10.9

$19.9

$19.7

$19.1

$18.8

$18.4

$9.3

$10.5

$11.4

$12.4

$12.9

$1.9

$1.8

$1.6

$1.8

$2.3

$3.3

$3.2

$3.0

$3.1

$2.9

$2.8

$2.7

$2.6

$2.5

$46.0B

$47.2B

$47.7B

$49.2B

$50.1B

1Q14

2Q14

3Q14

4Q14

1Q15

Mortgage

Home Equity

Auto

Student

Business Banking

Other

Consumer Banking average loans and leases

Linked quarter:

Average loans increased $890 million, or 2%

Net average impact of loan purchases and sales of

$382 million; average impact of purchases was an

increase of $269 million in auto, $191 in student

and a decrease of $79 million in mortgages

Consumer loan yields up 4 basis points reflecting

some variability in auto and student

Prior year quarter:

Average loans up $3.8 billion largely as growth in

auto of $3.3 billion, mortgage of $2.2 billion and

student of $0.4 billion was partially offset by lower

home equity outstandings ($1.5 billion)

Average yields up modestly as improvement in

auto and student was partially offset by the

continued effect of the low-rate environment

Highlights

Excludes held for sale.

Other includes Credit Card, RV, Marine, Other.

Average

loans

$s in billions

Yields

3.71 %

3.70 %

3.67 %

3.68 %

3.72 %

$5.4

$5.6

$5.9

$6.0

$6.3

$2.1

$2.2

$2.1

$2.5

$2.9

$2.3

$2.5

$2.7

$2.8

$2.9

$12.4

$11.8

$11.7

$12.0

$5.8

$6.1

$6.3

$6.1

$6.6

$6.7

$7.0

$7.2

$7.4

$2.0

$2.2

$2.5

$2.6

$36.6B

$37.4B

$37.8B

$38.9B

$40.2B

1Q14

2Q14

3Q14

4Q14

1Q15

Mid-Corporate

Industry Verticals

Franchise Finance

Middle Market

Asset Finance

Commercial Real Estate

Other

Commercial Banking average loans and leases

Linked quarter:

Average loans up $1.3 billion, or 3% on

strength in Industry Verticals, Middle Market,

Mid-Corporate and Commercial Real Estate

Loan yields decreased 5 bps, reflecting 4Q14

impacts that included higher loan fees and

interest recoveries, as well as the continued

effect of the low-rate environment

Prior year quarter:

Average loans up $3.7 billion on strength in

Commercial Real Estate, Industry Verticals,

Mid-Corporate and Franchise Finance

Loan yields down 13 bps largely reflecting

continued impact of low-rate environment

Highlights

Other includes Business Capital, Govt & Professional Banking, Corporate Finance & Global Markets, Treasury Solutions, Corporate and Commercial Banking Admin.

$s in billions

Average loans

Yields

2.71 %

2.67 %

2.61 %

2.63 %

2.58 %

$72.3B

$74.8B

$80.8B

$82.5B

$85.4B

$1.4

$2.0

$2.8

$3.9

$3.6

$6.0

$6.7

$6.1

$7.0

$5.7

$6.3

$5.1

$4.6

$9.3

$9.4

$10.6

$11.9

$12.2

$13.3

$13.8

$15.2

$15.7

$16.0

$38.9

$38.4

$40.1

$40.9

$41.7

1Q14

2Q14

3Q14

4Q14

1Q15

Money market & savings

Checking with interest

Term & time deposits

Total fed funds & repo

Short-term borrowed funds

Total long-term borrowings

Average funding and cost of funds

Linked quarter:

Average interest-bearing deposits increased

$1.4 billion, or 2%, with growth in nearly

every category

Term deposits up $292 million, money

market & savings up $810 million,

interest checking up $321 million

Total deposit costs increased 2 bps to

0.22%, reflecting shift in mix to longer

duration deposits

Continued progress in repositioning

liabilities structure to better align with peers

Highlights

Average interest-bearing liabilities

$s in billions

Interest-bearing liabilities costs excluding deposits held for sale.

Prior year quarter:

Average interest-bearing deposits

increased $8.3 billion, or 14%, on strength

across all categories

Cost of funds (excluding HFS) increased

4 bps

Interest-bearing deposits including HFS

were up $4.1 billion, or 6%, as the

Chicago Divestiture impact of $5.2

billion was offset by strong overall

growth

Total cost of funds

0.46%

0.44%

0.45%

0.49%

0.50%

Strong credit quality trends continue

Overall credit quality remains strong

Net charge-offs were $54 million, or 0.23% of average loans and leases

Commercial net recoveries were $22 million in 1Q15, including a large

recovery of $15 million (previously expected to occur in 2Q15)

Provision for credit losses of $58 million decreased $14 million

vs. 4Q14

driven by a single large commercial real estate recovery

Results reflect reserve build of $4 million vs. $8 million release in 4Q14

Allowance as a % of total loans and leases stable, 1.27% vs. 1.28% in 4Q14

NPLs to total loans stable, 1.20% vs. 1.18% in 4Q14

Allowance coverage for NPLs 106% vs. 109% in 4Q14

Highlights

Net charge-offs (recoveries)

Provision for credit losses, charge-offs, NPLs

Allowance for loan and lease losses

$s in millions

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

as of

$s in billions (period-end)

1Q14

2Q14

3Q14

4Q14

1Q15

Basel I/III transitional basis

1,2

Basel I

Basel III

Common equity tier 1 capital

13.5

13.4

13.3

13.2

13.4

Risk-weighted assets

100.4

101.4

103.2

106.0

109.8

Common equity tier 1 risk-based

capital ratio

13.4 %

13.3 %

12.9 %

12.4 %

12.2 %

Total risk-based capital ratio

16.0 %

16.2 %

16.1 %

15.8 %

15.5 %

Basel III fully phased-in

1,2,3

Common equity tier 1 risk-based

capital ratio

13.1%

13.0%

12.5%

12.1%

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 %

Capital and liquidity remain strong

Highlights

Loan-to-deposit ratio

Capital ratio trend

Capital levels remain well above regional peers

1Q15 Basel III common equity tier 1 ratio

(transitional basis) down approximately 26

basis points from 4Q14

Net income: 19 bps increase

RWA growth: 44 bps decrease

Dividends/other: 1 bp decrease

As part of plan to adjust capital mix, in early

April we completed a $250 million preferred

stock offering and repurchased 10.5 million

common shares at a price of $23.87 per share

Reduced pro forma 3/31/15 CET1 risk-

based capital ratio by 23 bps

LDR remained relatively stable at 96% (99% on

average basis)

Already meet initial LCR requirement

Current reporting period regulatory capital ratios are preliminary.

Periods prior to 1Q15 reported on a Basel I basis. Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in

through 2018. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

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

Based on the September 2014 release of the U.S. version of the Liquidity Coverage Ratio (LCR). Note that as a modified LCR company, CFG’s formal

compliance requirement of 90% does not begin until January 2016.

Period-end Includes held for sale.

Delivered for all stakeholders in Q1

Customers

2014 Greenwich Middle Market Banking Excellence Awards in the Northeast for overall/Client satisfaction

Citizens’

mobile

apps

recognized

for

two

years

row

among

the

best

the

industry

Javelin

Strategy & Research, with average customer ratings of 4.2 out of

5 stars

Consumer Banking continues to make progress in customer experience as measured internally and

through JD Power assessments

Colleagues

Announced Eric Aboaf as new CFO and Don McCree as Vice-Chair, Head of Commercial

Developed ambitious agenda around leadership standards, employee

training and cultural initiatives

Continue to attract high quality talent in areas of focus

Community

Received prestigious Consumer Bankers Association’s Award in recognition of our “Citizens Helping

Citizens Manage Money”

initiative

Partnered in Cleveland to launch and support citywide initiative

to improve the economic security of

residents

Shareowners

Tracking well overall on key turnaround initiatives

Financial performance broadly in line with expectations

Continue work on further revenue and expenses initiatives

Supported RBS successful sell down of 155 million shares ($3.7 billion)

Regulators

Successful CCAR effort, already working on next year

Making steady progress on broader regulatory remediation effort

Focused on resolving older enforcement matters

Objective is to become a top-performing regional bank

Summary of progress on strategic initiatives

INITIATIVE

1Q15

Status

2015

Outlook

Commentary

Reenergize household growth

1Q15 YoY checking households up 2%; new customer cross-sell rate

improved to 3.3 vs. 2.9 in 1Q14

Expand mortgage sales force

LOs up 84, or 23%, from 1Q14; Origination volume up 87% over 1Q14

given strong refinance activity

Grow Auto

Continued level of robust loan growth with portfolio up $3.2B, or 32%,

from 1Q14; balanced mix of organic and purchased loan growth

Grow Student

Strong new refinance product originations of $293 million in 1Q15; new

Parent loan product launched in mid-April

Expand Business Banking

Origination volume of $152mm in 1Q15 up 67% vs. 1Q14

Expand Wealth sales force

Added 28 wealth managers and 198 licensed bankers over the past year

(overall growth 38%); Competitive hiring environment continues

Build out Mid-Corp & verticals

Mid-Corp and specialty verticals grew YoY outstanding balances by 15%

and 41%, respectively

Continue development of Capital

Markets

Overall Middle Market League Table ranking rose to number 5 in 1Q15,

compared to number 9 in 4Q14 and 12 in 1Q14

Build out Treasury Solutions

Beginning to see ramp up in benefits from recent people and technology

investments driven by core cash management product

Grow Franchise Finance

Strong client acquisition efforts with a 16% increase in customers in 1Q15

vs. 1Q14 driving origination growth of 19% over the same period

Core: Middle Market

Originations

1Q15

vs.

1Q14,

with

commitment

pipeline

over

20% YoY; continue to see competitive pricing environment

Core: CRE

CRE loans up 14% YoY to $7.9 billion at 1Q15

Core: Asset Finance

New business initiatives progressing with origination activity in 1Q15 up

9% compared to 1Q14

Thomson Reuters LPC, 1Q15 data based on number of deals for Overall Middle Market (defined as Borrower Revenues < $500MM and Deal Size < $500MM).

11a

11b

11c

Steady progress against key financial targets

Key Indicators

1Q14

1Q15

End 2016

targets

Adjusted return on average tangible common

equity

5.2%

6.7%

10%+

Adjusted return on average total tangible

assets

0.6%

0.7%

1.0%+

Adjusted efficiency ratio

69%

68%

~60%

CET 1 risk-based capital ratio

13.4%

12.2%

~11%

Delivering on our plan to improve returns

Note: Financial targets assume that interest rates will evolve consistent with the market implied forward rates based on the yield curve as of February 28 2014, and that

macroeconomic and competitive conditions are consistent with those used in our planning assumptions.

Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and

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

Current reporting period regulatory capital ratio is preliminary and based on Basel III transitional rules. Periods prior to 1Q15 reported on a Basel I basis.

Basel III ratios assume that certain definitions impacting qualifying Basel III capital will phase in through 2018. Ratios also reflect the required US

Standardized methodology for calculating RWAs, effective January 1, 2015.

Target represents fully phased in Basel III.

2Q15 outlook

2Q15 expectations vs. 1Q15

Net interest

income, net

interest margin

Operating

leverage, efficiency

ratio

Credit trends

and costs

Average loan growth rate 1.5 -2% vs. prior quarter

Net interest margin broadly stable/down slightly, as pressure from low-rate environment continues

Positive day count benefit of $6 million expected

Expect return to positive operating leverage and improvement in the efficiency ratio

Expect stable asset quality trends but with lower commercial recoveries

Provision

expense

expected

revert

towards

25%

low

end

full-year

guidance

range

$350

$400 million

Restructuring

costs

Restructuring costs of ~$35-$40 million in 2Q15

Capital, liquidity

and funding

Quarter-end Basel III common equity Tier 1 ratio ~12%

Loan-to-deposit ratio 98-99%

Continue to diversify funding sources

Key messages

Continuing to execute well against broad market stakeholder agenda

Financial performance has been led by balance sheet growth, expense

discipline, and favorable credit

Keeping NIM stable is near-term priority pending higher rates

Currently making the necessary investments to get key fee-based

activities to scale, will take some time to realize the benefit

Asset quality and capital ratios remain strong

Appendix

$356

$383

1Q14

1Q15

$166

$215

$0.30

$0.39

1Q14

1Q15

$87.1

$94.5

1Q14

1Q15

$87.5

$99.0

1Q14

1Q15

0.6%

0.7%

1Q14

1Q15

5.2%

6.7%

1Q14

1Q15

Quarter over quarter results

Adjusted pre-provision profit

$s in millions

Adjusted return on average

tangible assets

Adjusted net income

$s in millions

Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency

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

Excludes loans and deposits held for sale.

tangible common equity

149 bps

12 bps

30%

Period-end loans

$s in billions

Period-end deposits

$s in billions

13%

30%

Adjusted Diluted EPS

Adjusted return on average

$388

$383

4Q14

1Q15

12.4%

12.2%

4Q14

1Q15

0.7%

4Q14

1Q15

10.6%

10.5%

4Q14

1Q15

6.8%

6.7%

4Q14

1Q15

$217

$215

$0.39

4Q14

1Q15

Linked quarter results

Adjusted

pre-provision

profit

$s in millions

Adjusted return on average

tangible

assets

Adjusted

net

income

$s in millions

Adjusted return on average

tangible

common

equity

Tier

leverage

ratio

3 bps

unchanged

~10 bps

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

Current reporting period regulatory capital ratios are preliminary.

Basel I tier 1 common equity ratio.

unchanged

Adjusted

Diluted

EPS

Basel III common equity

tier

risk-based

capital

ratio

~20 bps

Adjusted results are non-GAAP items and exclude the effect of net restructuring charges and special items associated with Chicago Divestiture, efficiency and

Net interest margin

NIM% walk 1Q14 to 1Q15

NIM% walk 4Q14 to 1Q15

2.89%

2.77%

0.05%

(0.05%)

(0.04%)

(0.02%)

(0.01%)

1Q14 NIM%

Pay-fixed

swap costs

Sub-debt/Term

issuance

Loan yields,

mix, & fees

Deposit costs

Chicago

Divestiture

Other short-

term borrowed

funds

1Q15 NIM%

2.80%

2.77%

0.02%

(0.02%)

(0.01%)

4Q14 NIM%

Pay-fixed

swap costs

Investment

yields

Deposit costs

Loan yields,

mix, & fees

Term-debt

issuance

1Q15 NIM%

Consumer Banking segment

Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with

Chicago Divestiture, efficiency and effectiveness programs and separation from RBS. See important information on use of

Non-GAAP items in the Appendix.

Includes held for sale.

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

requirements. We approximate that regulatory capital is equivalent to a sustainable target level for Tier 1 common equity

and then allocate that approximation to the segments based on economic capital.

Highlights

1Q15 change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

310

Net interest income

533

536

537

(3)

(1) %

(4)

(1) %

311

Noninterest income

219

218

219

—

312

Total revenue

752

754

756

(2)

—

(4)

(1) %

313

Noninterest expense

596

611

638

(15)

(2) %

(42)

(7) %

314

Pre-provision profit

156

143

118

9 %

32 %

315

Provision for credit losses

(1)

(2) %

(7)

(10) %

316

Income before income tax

expense

18 %

94 %

317

Income tax expense

19 %

100 %

318

Net income

17 %

91 %

Average balances

$s in billions

319

50.3

49.4

46.2

0.9

2 %

4.1

9 %

320

67.5

66.4

70.8

1.1

2 %

(3.3)

(5) %

Mortgage Banking metrics

Originations

1,211

1,101

648

110

10 %

563

87 %

Origination Pipeline

1,609

1,110

828

499

45 %

781

94 %

Gain on sale of secondary

originations

2.65%

1.98%

bps

Performance metrics

321

ROTCE

1,3

5.3%

4.3%

2.8%

100

bps

249

bps

322

Efficiency

ratio

79%

81%

84%

(184)

bps

(514)

bps

Linked quarter:

Net income up $9 million

Net interest income decreased $3 million driven by two

fewer days in the quarter

–

loan growth and improved

yields, partially offset by higher deposit costs

–

Average loans and deposit growth of 2%

Noninterest income relatively stable driven by a

$17 million increase in mortgage banking, including

a $10 million gain on the sale of conforming

mortgages

–

Mortgage originations up 10%

–

Service charges and card fees lower, primarily due

to seasonality

Noninterest expense decreased $15 million driven by a

reduction in outside services, equipment, advertising

and employee benefits

Prior year quarter:

Net income up $29 million

Revenue down $4 million driven by an estimated $31

million decrease related to Chicago Divestiture;

underlying up $25 million on strong loan growth and

momentum in household growth and mortgage

–

Loans up $4.1 billion; total deposits down $3.3

billion reflecting Chicago Divestiture

Noninterest expense down $42 million, including

$20 million related to Chicago Divestiture

Total loans and leases²

Total deposits²

Commercial Banking segment

Non-GAAP item. Adjusted results exclude the effect of net restructuring charges and special items associated with Chicago Divestiture,

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

Includes held for sale.

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

approximate that regulatory capital is equivalent to a sustainable target level for Tier 1 common equity and then allocate that

approximation to the segments based on economic capital.

1Q15 change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

323

Net interest income

276

283

256

(7)

(2) %

8 %

324

Noninterest income

100

111

107

(11)

(10) %

(7)

(7) %

325

Total revenue

376

394

363

(18)

(5) %

4 %

326

Noninterest expense

173

180

153

(7)

(4) %

13 %

327

Pre-provision profit

203

214

210

(11)

(5) %

(7)

(3) %

328

Provision for credit losses

(21)

(5)

(22)

(16)

(320) %

329

Income before income tax

expense

224

213

215

5 %

4 %

330

Income tax expense

5 %

4 %

331

Net income

147

140

141

5 %

4 %

Average balances

$s in billions

332

Total loans and leases²

40.2

38.9

36.6

1.3

3 %

3.7

10 %

333

Total deposits²

21.9

22.5

17.4

(0.6)

(3) %

4.5

26 %

Performance metrics

334

ROTCE

1,3

13.2%

12.8%

14.2%

bps

(102)

bps

335

Efficiency

ratio

46%

45%

42%

bps

388

bps

Linked quarter:

Commercial Banking net income increased $7 million

Total revenue down $18 million, net interest income

down $7 million on a 3% increase in loans and 3%

decrease in deposits

–

Strength in Industry Verticals, Middle Market, Mid-

Corporate, and Commercial Real Estate,

–

Deposits down $568 million, or 3%

Noninterest income down $11 million reflecting

seasonal weakness in interest rate products, capital

markets, leasing and foreign exchange and trade

finance

Noninterest expense decreased $7 million driven by

lower regulatory costs, depreciation on leased

equipment, and outside services partially offset by

higher insurance and tax costs and salaries and benefits

Prior year quarter:

Net income up $6 million reflecting higher revenue and

expenses and lower provision expense

NII up $20 million on $3.7 billion increase in loans and

$4.5 billion increase in deposits

Noninterest income down $7 million from 1Q14 which

included unusually high leasing income

Noninterest expense up $20 million reflecting higher

salaries and benefits and insurance and taxes

Highlights

Other

Linked quarter:

Net income decreased $4 million from 4Q14

Net interest income increased $6 million, as lower

swap expense was partially offset by increased

wholesale funding and lower investment portfolio

income

Noninterest income increased $18 million driven by

securities gains and a change in low-income housing

investment portfolio accounting (offset in taxes)

Noninterest expense increased $8 million reflecting

increased incentive expense and higher insurance and

tax expense

Provision for credit losses up $9 million which included

a $4 million reserve build

Prior year quarter:

Net income up $8 million from a loss of $7 million in

1Q14

Net interest income up $12 million given a reduction in

hedging costs and the benefit of growth in investment

portfolio income

Noninterest income down $4 million reflecting a

decrease in securities gains

Provision for credit losses down $40 million from 1Q14

which included a $34 million reserve build

Includes held for sale.

Highlights

1Q15 change from

$s in millions

1Q15

4Q14

1Q14

4Q14

1Q14

336

Net interest income

29 %

80 %

337

Noninterest income

180 %

(4)

(13) %

338

Total revenue

77 %

17 %

339

Noninterest expense

24 %

116 %

340

Pre-provision profit (loss)

(2)

800 %

(14)

(50) %

341

Provision for credit losses

129 %

(40)

(71) %

342

Income (loss) before income

tax expense (benefit)

(2)

(9)

(28)

78 %

93 %

343

Income tax expense (benefit)

(3)

(14)

(21)

79 %

86 %

344

Net income (loss)

(7)

(4)

(80) %

114 %

Average balances

$s in billions

345

Total loans and leases

3.8

4.0

4.6

(0.2)

(5) %

(0.8)

(18) %

346

Total deposits

6.2

5.9

3.4

0.3

5 %

2.8

83 %

Restructuring charges and special items

GAAP results included restructuring charges and special items related to enhancing efficiencies and improving

processes across the organization and separation from the Royal Bank of Scotland Group plc (“RBS”).

Expect

utilize

the

balance

the

Chicago

Divestiture

gain

continue

reinvest

drive

future

growth,

and

fund an additional $35-40 million of further restructuring charges and special expense items in 2Q15.

as of and for the three months ended

Restructuring charges and special items

($s in millions, except per share data)

pre-tax

after-tax

pretax

after tax

pre-tax

after-tax

Noninterest expense restructuring charges

and special items:

Salaries and employee benefits

(1)

—

(2)

—

Outside services

(10)

(7)

Occupancy

(3)

(2)

Equipment expense

—

Software expense

—

(6)

(4)

Other operating expense

—

(2)

(1)

Total noninterest expense restructuring

charges and special items

(23)

(14)

Net restructuring charges and special items

(10)

(6)

(33)

(20)

Diluted EPS impact

(0.01)

(0.03)

0.02

March 31, 2015

December 31, 2014

increase/decrease

Loan Reconciliation

Average balances

$s in millions

Consumer Banking Segment

46,154

47,368

47,848

49,351

50,260

Add:

Non-core loans

3,199

3,066

2,932

2,801

2,667

Retail loans in Commercial Banking

(1)

117

135

134

145

143

Other

798

776

736

681

629

Less:

Commercial loans in Consumer Banking

(2)

3,265

3,221

3,022

3,017

3,056

Chicago Divestiture loans reclassed to LHFS

477

438

LHFS

123

138

170

179

197

Total Retail loans

46,403

47,547

48,459

49,782

50,446

Commercial Banking Segment

36,577

37,389

37,787

38,926

40,241

Add:

Commercial loans in Consumer Banking

(2)

3,265

3,221

3,022

3,017

3,056

Non-core loans

463

405

353

309

266

CRA

139

165

171

182

198

Other

Less:

Retail loans in Commercial Banking

(1)

117

135

134

145

143

Chicago Divestiture loans reclassed to LHFS

587

489

LHFS

106

136

Total Commercial loans

39,729

40,472

41,191

42,263

43,506

(1)

Primarily Treasury Solutions (Credit cards)

(2)

Primarily Business Banking

1Q14

2Q14

3Q14

4Q14

1Q15

$3.6B

$3.4B

$3.2B

$3.0B

$2.9B

1Q14

2Q14

3Q14

4Q14

1Q15

Retail

Commercial

SBO

Non-core home equity portfolio serviced by others (SBO)

SBO balances by FICO

SBO balances by LTV

SBO balances and charge-offs

Top 5 SBO balances by state

Non-core period-end loans

SBO balances by product

SBO Lien Position

1st Lien

2nd Lien

< 70

70-79

80-89

90-99

100-119

120+

< 620

620-679

680-719

720-759

760+

HE Loan

HELOC

$s in millions

A portion of the serviced by others portfolio is serviced by CFG.

SBO distribution gross period-end balances as of March 31, 2015.

FICO scores updated quarterly.

25%

20%

24%

16%

12%

14%

17%

18%

20%

31%

$1.2B

69%

$0.5B

31%

95%

$307

$111

$105

$102

$91

$548

$489

2,3

Non-GAAP Financial Measures

This document contains non-GAAP financial measures. The table below presents reconciliations of certain non-GAAP measures. These reconciliations exclude restructuring

charges and/or special items, which are usually included, where applicable, in the financial results presented in accordance with GAAP. Restructuring charges and special items

include expenses related to our efforts to improve processes and enhance efficiencies, as well as rebranding, separation from RBS and regulatory expenses.

The non-GAAP measures set forth below include “total revenue”, “noninterest income”, “ noninterest expense”, “pre-provision profit”, “income before income tax expense

(benefit)”, “income tax expense (benefit)”, “net income (loss)”, “salaries and employee benefits”, “outside services”, “occupancy”, “equipment expense”, “amortization of

software”, “other operating expense”, “net income (loss) per average common share”, “return of average common equity” and “return on average total assets”. In addition,

we present computations for "tangible book value per common share", “return on average tangible common equity”, “return on average total tangible assets” and “efficiency

ratio” as part of our non-GAAP measures. Additionally, "pro forma Basel III fully phased-in common equity tier 1 capital" computations for periods prior to 1Q15 are presented

as part of our non-GAAP measures.

We believe these non-GAAP measures provide useful information to investors because these are among the measures used by our management team to evaluate our

operating performance and make day-to-day operating decisions. In addition, we believe restructuring charges and special items in any period do not reflect the operational

performance of the business in that period and, accordingly, it is useful to consider these line items with and without restructuring charges and special items. We believe this

presentation also increases comparability of period-to-period results.

Prior to first quarter 2015, we also consider pro forma capital ratios defined by banking regulators but not effective at each period end to be non-GAAP financial measures.

Since analysts and banking regulators may assess our capital adequacy using these pro forma ratios, we believe they are useful to provide investors the ability to assess our

capital adequacy on the same basis.

Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP

financial measures may not be comparable to similar measures used by other companies. We caution investors not to place undue reliance on such non-GAAP measures, but

instead to consider them with the most directly comparable GAAP measure. Non-GAAP financial measures have limitations as analytical tools, and should not be considered in

isolation, or as a substitute for our results as reported under GAAP.

Non-GAAP Reconciliation Table

(Excluding restructuring charges and special items)

$s in millions, except per share data

1Q15

4Q14

3Q14

2Q14

1Q14

Noninterest income, excluding special items:

Noninterest income (GAAP)

$347

$339

$341

$640

$358

—

288

—

Noninterest income, excluding special items (non-GAAP)

$347

$339

$341

$352

$358

Total revenue, excluding special items:

Total revenue (GAAP)

$1,183

$1,179

$1,161

$1,473

$1,166

—

288

—

Total revenue, excluding special items (non-GAAP)

$1,183

$1,179

$1,161

$1,185

$1,166

Noninterest expense (GAAP)

$810

$824

$810

$948

$810

Less: Restructuring charges and special items

115

—

$800

$791

$789

$833

$810

Net income, excluding restructuring charges and special items:

Net income (GAAP)

$209

$197

$189

$313

$166

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

(108)

—

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

$215

$217

$202

$205

$166

Average common equity (GAAP)

$19,407

$19,209

$19,411

$19,607

$19,370

items (non-GAAP)

H/I

4.49 %

4.48 %

4.14 %

4.19 %

3.48 %

Return on average tangible common equity and return on average tangible

common equity, excluding restructuring charges and special items:

Average common equity (GAAP)

$19,407

$19,209

$19,411

$19,607

$19,370

Less: Average goodwill (GAAP)

6,876

Less: Average other intangibles (GAAP)

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

422

403

384

369

351

Average tangible common equity (non-GAAP)

$12,948

$12,730

$12,913

$13,093

$12,838

Return on average tangible common equity (non-GAAP)

G/J

6.53 %

6.12 %

5.81 %

9.59 %

5.24 %

Return on average tangible common equity, excluding restructuring charges and

special items (non-GAAP)

H/J

6.73 %

6.76 %

6.22 %

6.28 %

5.24 %

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

Average total assets (GAAP)

$133,325

$130,671

$128,691

$127,148

$123,904

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

(non-GAAP)

H/K

0.65 %

0.66 %

0.62 %

0.65 %

0.54 %

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

assets, excluding restructuring charges and special items:

Average total assets (GAAP)

$133,325

$130,671

$128,691

$127,148

$123,904

Less: Average goodwill (GAAP)

6,876

Less: Average other intangibles (GAAP)

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

422

403

384

369

351

Average tangible assets (non-GAAP)

$126,866

$124,192

$122,193

$120,634

$117,372

Return on average total tangible assets (non-GAAP)

G/L

0.67 %

0.63 %

0.61 %

1.04 %

0.57 %

special items (non-GAAP)

H/L

0.69 %

0.66 %

0.68 %

0.57 %

QUARTERLY TRENDS

Noninterest expense, excluding restructuring charges and special items:

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

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

Return on average common equity, excluding restructuring charges and special

Return on average total tangible assets, excluding restructuring charges and

Less: Special items - Chicago gain

1Q15

4Q14

3Q14

2Q14

1Q14

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

Net interest income (GAAP)

$836

$840

$820

$833

$808

Add: Noninterest income (GAAP)

347

339

341

640

358

Total revenue (GAAP)

$1,183

$1,179

$1,161

$1,473

$1,166

Efficiency ratio (non-GAAP)

E/C

68.49 %

69.88 %

69.84 %

64.33 %

69.43 %

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

F/D

67.65 %

67.11 %

68.02 %

70.23 %

69.43 %

Tangible book value per common share:

Common shares - at end of period (GAAP)

547,490,812

545,884,519

559,998,324

Stockholders' equity (GAAP)

$19,564

$19,268

$19,383

$19,597

$19,442

Less: Goodwill (GAAP)

6,876

Less: Other intangible assets (GAAP)

Add: Deferred tax liabilities related to goodwill (GAAP)

434

420

399

384

366

Tangible common equity (non-GAAP)

$13,117

$12,806

$12,900

$13,098

$12,925

Tangible book value per common share (non-GAAP)

N/M

23.96

23.46

23.04

23.39

23.08

Net income per average common share - basic and diluted, excluding

restructuring charges and special items:

Average common shares outstanding - basic (GAAP)

546,291,363

546,810,009

559,998,324

Average common shares outstanding - diluted (GAAP)

549,798,717

550,676,298

560,243,747

559,998,324

Net income applicable to common stockholders (GAAP)

$209

$197

$189

$313

$166

Net income per average common share - basic (GAAP)

Q/O

0.38

0.36

0.34

0.56

0.30

Net income per average common share - diluted (GAAP)

Q/P

0.38

0.36

0.34

0.56

0.30

Net income applicable to common stockholders, excluding restructuring charges

and special items (non-GAAP)

215

217

202

205

166

Net income per average common share - basic, excluding restructuring charges

and special items (non-GAAP)

R/O

0.39

0.40

0.36

0.37

0.30

Net income per average common share - diluted, excluding restructuring charges

and special items (non-GAAP)

R/P

0.39

0.36

0.37

0.30

Pro forma Basel III fully phased-in common equity tier 1 capital ratio¹:

Common equity tier 1 (regulatory)

$13,360

$13,173

$13,330

$13,448

$13,460

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

(3)

(6)

(5)

(7)

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

$13,357

$13,179

$13,335

$13,455

$13,467

Risk-weighted assets (regulatory general risk weight approach)

$109,786

$105,964

$103,207

$101,397

$100,368

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

242

2,882

3,207

2,383

2,450

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

$110,028

$108,846

$106,414

$103,780

$102,818

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

S/T

12.1%

12.5%

13.0%

13.1%

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

Salaries and employee benefits (GAAP)

$419

$397

$409

$467

$405

Less: Restructuring charges and special items

(1)

—

Salaries and employee benefits, excluding restructuring charges and special items

(non-GAAP)

$420

$396

$409

$424

$405

Periods prior to 1Q15 reported on a Basel I basis. Basel III ratios assume certain definitions impacting qualifying Basel III capital, which otherwise will phase in

through 2018, are fully phased-in. Ratios also reflect the required US Standardized methodology for calculating RWAs, effective January 1, 2015.

QUARTERLY TRENDS

Non-GAAP Reconciliation Table

(Excluding restructuring charges and special items)

$s in millions, except per share data

Non-GAAP Reconciliation Table

(Excluding restructuring charges and special items)

$s in millions, except per share data

1Q15

4Q14

3Q14

2Q14

1Q14

% Change

Outside services, excluding restructuring charges and special items:

Outside services (GAAP)

$79

$106

$125

$83

Less: Restructuring charges and special items

—

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

$71

$88

$87

$84

$83

Occupancy, excluding restructuring charges and special items:

Occupancy (GAAP)

$80

$81

$77

$87

$81

Less: Restructuring charges and special items

—

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

$78

$76

$75

$78

$81

Equipment expense, excluding restructuring charges and special items:

Equipment expense (GAAP)

$63

$58

$65

$64

Less: Restructuring charges and special items

—

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

$62

$58

$62

$64

Amortization of software, excluding restructuring charges and special items:

Amortization of software

$36

$43

$38

$33

$31

Less: Restructuring charges and special items

—

Amortization of software, excluding restructuring charges and special items (non-

GAAP)

$36

$37

$38

$33

$31

Other operating expense, excluding restructuring charges and special items:

Other operating expense (GAAP)

$133

$134

$122

$171

$146

Less: Restructuring charges and special items

—

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

GAAP)

$133

$132

$122

$152

$146

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

$1,183

$1,179

$1,161

$1,185

$1,166

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

GAAP)

800

791

789

833

810

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

$383

$388

$372

$352

$356

Income before income tax expense (benefit), excluding restructuring charges and

special items:

Income before income tax expense (GAAP)

$315

$283

$274

$476

$235

Less: Income before income tax expense (benefit) related to restructuring charges

and special items (GAAP)

(10)

(33)

(21)

173

—

Income before income tax expense, excluding restructuring charges and special

items (non-GAAP)

$325

$316

$295

$303

$235

Income tax expense, excluding restructuring charges and special items:

Income tax expense (GAAP)

$106

$86

$85

$163

$69

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

(GAAP)

(4)

(13)

(8)

—

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

$110

$99

$93

$98

$69

Restructuring charges and special expense items include:

Restructuring charges

$10

$103

Special items

Restructuring charges and special expense items

$10

$33

$21

$115

Net interest income, excluding the effect of Chicago Divesture:

Net interest income (GAAP)

833

808

Less: Estimated effect of Chicago Divesture

Net interest income, excluding effect of Chicago Divesture (non-GAAP)

$820

$795

Operating leverage, excluding restructuring charges and special items:

$1,183

$1,166

1.5 %

GAAP)

800

810

(1.2)%

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

2.7

1Q15 v 1Q14

QUARTERLY TRENDS

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

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

Non-GAAP Reconciliation Table

Non-GAAP Reconciliation -

Segments

$s in millions

Consumer

Banking

Commercial

Banking

Other

Consolidated

Consumer

Banking

Commercial

Banking

Other

Consolidated

Consumer

Banking

Commercial

Banking

Other

Consolidated

Net income (loss) (GAAP)

$61

$147

$209

$52

$140

$197

$54

$139

($4)

$189

Return on average tangible common equity

Average common equity (GAAP)

$4,649

$4,526

$10,232

$19,407

$4,756

$4,334

$10,119

$19,209

$4,685

$4,205

$10,521

$19,411

Less: Average goodwill (GAAP)

—

6,876

—

6,876

—

6,876

Average other intangibles (GAAP)

—

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

—

422

—

403

—

384

Average tangible common equity (non-GAAP)

$4,649

$4,526

$3,773

$12,948

$4,756

$4,334

$3,640

$12,730

$4,685

$4,205

$4,023

$12,913

Return on average tangible common equity (non-GAAP)

A/C

5.30

13.15

6.53

4.30

12.76

6.12

4.57

13.10%

5.81

Return on average total tangible assets

Average total assets (GAAP)

$51,602

$41,606

$40,117

$133,325

$50,546

$40,061

$40,064

$130,671

$49,012

$38,854

$40,825

$128,691

Less: Average goodwill (GAAP)

—

6,876

—

6,876

—

6,876

Average other intangibles (GAAP)

—

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

—

422

—

403

—

384

Average tangible assets (non-GAAP)

$51,602

$41,606

$33,658

$126,866

$50,546

$40,061

$33,585

$124,192

$49,012

$38,854

$34,327

$122,193

Return on average total tangible assets (non-GAAP)

A/E

0.48

1.43

0.67

0.40

1.38

0.63

0.44

1.42

0.61

Efficiency ratio

Noninterest expense (GAAP)

$596

$173

$41

$810

$611

$180

$33

$824

$609

$162

$39

$810

Net interest income (GAAP)

533

276

836

536

283

840

532

270

820

Noninterest income (GAAP)

219

100

347

218

111

339

226

104

341

Total revenue

$752

$376

$55

$1,183

$754

$394

$31

$1,179

$758

$374

$29

$1,161

Efficiency ratio (non-GAAP)

F/G

79.25

46.01

68.49

81.09

45.48

69.88

80.42

43.35

69.84

(dollars in millions)

Consumer

Banking

Commercial

Banking

Other

Consolidated

Consumer

Banking

Commercial

Banking

Other

Consolidated

Net income (loss) (GAAP)

$44

$141

$128

$313

$32

$141

($7)

$166

Return on average tangible common equity

Average common equity (GAAP)

$4,640

$4,129

$10,838

$19,607

$4,568

$4,023

$10,779

$19,370

Less: Average goodwill (GAAP)

—

6,876

—

6,876

Average other intangibles (GAAP)

—

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

—

369

—

351

Average tangible common equity (non-GAAP)

$4,640

$4,129

$4,324

$13,093

$4,568

$4,023

$4,247

$12,838

Return on average tangible common equity (non-GAAP)

A/C

3.87

13.78

9.59

2.81

14.17

5.24

Return on average total tangible assets

Average total assets (GAAP)

$48,556

$38,022

$40,570

$127,148

$47,610

$36,955

$39,339

$123,904

Less: Average goodwill (GAAP)

—

6,876

—

6,876

Average other intangibles (GAAP)

—

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

—

369

—

351

Average tangible assets (non-GAAP)

$48,556

$38,022

$34,056

$120,634

$47,610

$36,955

$32,807

$117,372

Return on average total tangible assets (non-GAAP)

A/E

0.37

1.50

1.04

0.27

1.54

0.57

Efficiency ratio

Noninterest expense (GAAP)

$655

$157

$136

$948

$638

$153

$19

$810

Net interest income (GAAP)

546

264

833

537

256

808

Noninterest income (GAAP)

236

107

297

640

219

107

358

Total revenue

$782

$371

$320

$1,473

$756

$363

$47

$1,166

Efficiency ratio (non-GAAP)

F/G

83.61

42.36

64.33

84.39

42.13

69.43

Three Months Ended September 30,

2015

2014

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

2014

Three Months Ended March 31,

Three Months Ended December 31,

Three Months Ended June 30,

Three Months Ended March 31,

Exhibit 99.3

LOGO

Citizens Financial Group, Inc.

Financial Supplement

First Quarter 2015

LOGO

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

LOGO

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

SELECTED OPERATING DATA

Total revenue $1,183 $1,179 $1,161 $1,473 $1,166 $4 _% $17 1%

Noninterest expense 810 824 810 948 810(14)(2)

Profit before provision for credit losses 373 355 351 525 356 18 5 17 5

Provision for credit losses 58 72 77 49 121(14)(19)(63)(52)

NET INCOME 209 197 189 313 166 12 6 43 26

Net income, excluding restructuring charges and special items1 215 217 202 205 166(2)(1) 49 30

PER COMMON SHARE DATA

Basic earnings $0.38 $0.36 $0.34 $0.56 $0.30 $0.02 6% $0.08 27%

Diluted earnings 0.38 0.36 0.34 0.56 0.30 0.02 6 0.08 27

Basic earnings, excluding restructuring charges and special items1 0.39 0.40 0.36 0.37 0.30(0.01)(3) 0.09 30

Diluted earnings, excluding restructuring charges and special items1 0.39 0.39 0.36 0.37 0.30 0.09 30

Cash dividends declared and paid per share 0.10 0.10 0.68 0.61 0.04 0.06 150

Book value 35.73 35.30 34.61 35.00 34.72 0.43 1 1.01 3

Tangible book value1 23.96 23.46 23.04 23.39 23.08 0.50 2 0.88 4

COMMON SHARES OUTSTANDING

Average: Basic 546,291,363 546,810,009 559,998,324 559,998,324 559,998,324(518,646) _%(13,706,961)(2%)

Diluted 549,798,717 550,676,298 560,243,747 559,998,324 559,998,324(877,581) _(10,199,607)(2)

Common shares at period-end 547,490,812 545,884,519 559,998,324 559,998,324 559,998,324 1,606,293 _(12,507,512)(2)

Closing share price $24.13 $24.86 $23.42 $_ $_($0.73)(3) $

Market capitalization 13,211 13,571 13,115 (360)(3)

SEGMENT NET INCOME

Consumer Banking $61 $52 $54 $44 $32 $9 17% $29 91%

Commercial Banking 147 140 139 141 141 7 5 6 4

Other 1 5(4) 128(7)(4)(80) 8 114

NET INCOME $209 $197 $189 $313 $166 $12 6% $43 26%

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

LOGO

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions, except ratio and headcount data)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

FINANCIAL RATIOS

Net interest margin 2.77% 2.80% 2.77% 2.87% 2.89%(3) bps _(12) bps _

Return on average common equity 4.36 4.06 3.87 6.41 3.48 30 bps _ 88 bps _

Return on average common equity, excluding restructuring charges and special items1 4.49 4.48 4.14 4.19 3.48 1 bps _ 101 bps _

Return on average tangible common equity1 6.53 6.12 5.81 9.59 5.24 41 bps _ 129 bps _

Return on average tangible common equity, excluding restructuring charges and special

items1 6.73 6.76 6.22 6.28 5.24(3) bps _ 149 bps _

Return on average total assets 0.63 0.60 0.58 0.99 0.54 3 bps _ 9 bps _

Return on average total assets, excluding restructuring charges and special items1 0.65 0.66 0.62 0.65 0.54(1) bps _ 11 bps _

Return on average total tangible assets1 0.67 0.63 0.61 1.04 0.57 4 bps _ 10 bps _

Return on average total tangible assets, excluding restructuring charges and special items1 0.69 0.69 0.66 0.68 0.57 _ bps _ 12 bps _

Effective income tax rate 33.68 30.56 30.81 34.27 29.45 312 bps _ 423 bps _

Efficiency ratio1 68.49 69.88 69.84 64.33 69.43(139) bps _(94) bps _

Efficiency ratio, excluding restructuring charges and special items1 67.65 67.11 68.02 70.23 69.43 54 bps _(178) bps _

CAPITAL RATIOS—PERIOD END (PRELIMINARY)2

CET1 risk-based capital ratio3 12.2% 12.4% 12.9% 13.3% 13.4%

Tier 1 risk-based capital ratio 12.2 12.4 12.9 13.3 13.4

Total risk-based capital ratio 15.5 15.8 16.1 16.2 16.0

Tier 1 leverage ratio 10.5 10.6 10.9 11.1 11.4

SELECTED BALANCE SHEET DATA (PERIOD END)

Total assets $136,535 $132,857 $131,341 $130,279 $126,892 $3,678 3% $9,643 8%

Loans and leases:

Commercial 43,982 43,226 41,470 40,974 40,075 756 2 3,907 10

Retail 50,512 50,184 49,279 47,855 47,008 328 1 3,504 7

Total loans and leases 94,494 93,410 90,749 88,829 87,083 1,084 1 7,411 9

Deposits $98,990 $95,707 $93,463 $91,656 $87,462 $3,283 3 $11,528 13

Long-term borrowed funds 3,904 4,642 2,062 1,732 1,403(738)(16) 2,501 178

Total stockholders’ equity 19,564 19,268 19,383 19,597 19,442 296 2 122 1

Loans-to-deposits ratio (period-end balances)4 95.84% 97.89% 97.32% 97.20% 95.48%(205) bps _ 36 bps _

Loans-to-deposits ratio (average balances)4 98.58 97.34 98.01 96.77 95.37 124 bps _ 321 bps _

Full-time equivalent employees 17,792 17,677 17,852 18,049 18,856 115 1(1,064)(6)

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 as of March 31, 2015 are prepared using the Basel III standardized transitional approach. The capital ratios and associated components for periods December 31, 2014 and prior are prepared under the Basel I general risk-based capital rule.

3 Common equity tier 1 (“CET1”) capital under Basel III replaced tier 1 common capital under Basel I effective January 1, 2015. 4 Ratios include both loans and leases held for sale and deposits held for sale.

LOGO

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(dollars in millions)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

INTEREST INCOME:

Interest and fees on loans and leases $779 $777 $754 $751 $730 $2 _% $49 7%

Interest and fees on loans held for sale 1 1 2 1 1

Interest and fees on other loans held for sale 2 1 _ 10 12 1 100(10)(83)

Investment securities 159 161 155 154 149(2)(1) 10 7

Interest-bearing deposits in banks 1 1 2 1 1

Total interest income 942 941 913 917 893 1 _ 49 5

INTEREST EXPENSE:

Deposits 52 48 41 34 33 4 8 19 58

Deposits held for sale 2 2 (2)(100)

Federal funds purchased and securities sold under agreements to repurchase 7 7 9 1 15 (8)(53)

Other short-term borrowed funds 15 19 21 30 19(4)(21)(4)(21)

Long-term borrowed funds 32 27 22 17 16 5 19 16 100

Total interest expense 106 101 93 84 85 5 5 21 25

Net interest income 836 840 820 833 808(4) _ 28 3

NONINTEREST INCOME:

Service charges and fees 135 144 144 147 139(9)(6)(4)(3)

Card fees 52 58 58 61 56(6)(10)(4)(7)

Trust and investment services fees 36 38 39 42 39(2)(5)(3)(8)

Foreign exchange and trade finance fees 23 25 26 22 22(2)(8) 1 5

Capital markets fees 22 25 22 26 18(3)(12) 4 22

Mortgage banking fees 33 16 21 14 20 17 106 13 65

Bank-owned life insurance income 12 13 13 12 11(1)(8) 1 9

Securities gains, net 8 1 2 _ 25 7 700(17)(68)

Other income 26 19 16 316 28 7 37(2)(7)

Total noninterest income 347 339 341 640 358 8 2(11)(3)

TOTAL REVENUE 1,183 1,179 1,161 1,473 1,166 4 _ 17 1

Provision for credit losses 58 72 77 49 121(14)(19)(63)(52)

NONINTEREST EXPENSE:

Salaries and employee benefits 419 397 409 467 405 22 6 14 3

Outside services 79 106 106 125 83(27)(25)(4)(5)

Occupancy 80 81 77 87 81(1)(1)(1)(1)

Equipment expense 63 63 58 65 64 (1)(2)

Amortization of software 36 43 38 33 31(7)(16) 5 16

Other operating expense 133 134 122 171 146(1)(1)(13)(9)

Total noninterest expense 810 824 810 948 810(14)(2)

Income before income tax expense 315 283 274 476 235 32 11 80 34

Income tax expense 106 86 85 163 69 20 23 37 54

NET INCOME $209 $197 $189 $313 $166 $12 6% $43 26%

Net income, excluding restructuring charges and special items1 $215 $217 $202 $205 $166($2)(1%) $49 30%

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

LOGO

CONSOLIDATED BALANCE SHEETS (unaudited)

(dollars in millions)

PERIOD END BALANCES AS OF MARCH 31, 2015 CHANGE

Mar 31, 2015 Dec 31, 2014 Sept 30, 2014 June 30, 2014 Mar 31, 2014 Dec 31, 2014 Mar 31, 2014

$% $%

ASSETS:

Cash and due from banks $954 $1,171 $993 $1,038 $909($217)(19%) $45 5%

Interest-bearing cash and due from banks 4,050 2,105 1,896 4,318 1,942 1,945 92 2,108 109

Interest-bearing deposits in banks 615 370 292 309 300 245 66 315 105

Securities available for sale, at fair value 19,041 18,656 18,666 18,493 18,412 385 2 629 3

Securities held to maturity 5,178 5,148 5,289 5,382 5,457 30 1(279)(5)

Other investment securities 867 872 893 948 935(5)(1)(68)(7)

Loans held for sale, at fair value 322 256 205 173 131 66 26 191 146

Other loans held for sale 54 25 3 89 1,248 29 116(1,194)(96)

Loans and leases 94,494 93,410 90,749 88,829 87,083 1,084 1 7,411 9

Less: Allowance for loan and lease losses(1,202)(1,195)(1,201)(1,210)(1,259)(7)(1) 57 5

Net loans and leases 93,292 92,215 89,548 87,619 85,824 1,077 1 7,468 9

Derivative assets 742 629 547 635 626 113 18 116 19

Premises and equipment 584 595 541 560 574(11)(2) 10 2

Bank-owned life insurance 1,535 1,527 1,370 1,361 1,350 8 1 185 14

Goodwill 6,876 6,876 6,876 6,876 6,876

Due from broker 2,067

Other branch assets held for sale 40 (40)(100)

Other assets 2,425 2,412 2,155 2,478 2,268 13 1 157 7

TOTAL ASSETS $136,535 $132,857 $131,341 $130,279 $126,892 $3,678 3% $9,643 8%

LIABILITIES AND STOCKHOLDERS’ EQUITY:

LIABILITIES:

Deposits:

Noninterest-bearing $26,670 $26,086 $25,877 $26,670 $25,681 $584 2% $989 4%

Interest-bearing 72,320 69,621 67,586 64,986 61,781 2,699 4 10,539 17

Total deposits 98,990 95,707 93,463 91,656 87,462 3,283 3 11,528 13

Deposits held for sale 5,188 (5,188)(100)

Federal funds purchased and securities sold under agreements to

repurchase 4,421 4,276 5,184 6,807 6,080 145 3(1,659)(27)

Other short-term borrowed funds 7,004 6,253 6,715 7,702 4,950 751 12 2,054 41

Derivative liabilities 616 612 638 747 828 4 1(212)(26)

Deferred taxes, net 586 493 354 403 319 93 19 267 84

Long-term borrowed funds 3,904 4,642 2,062 1,732 1,403(738)(16) 2,501 178

Due to broker 61 _ 2,087 61 _ 61 _

Other liabilities 1,389 1,606 1,455 1,635 1,220(217)(14) 169 14

TOTAL LIABILITIES 116,971 113,589 111,958 110,682 107,450 3,382 3 9,521 9

STOCKHOLDERS’ EQUITY:

Preferred stock:

$25.00 par value, 100,000,000 shares authorized, no shares

outstanding for each of the periods presented

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 18,707 18,676 18,660 18,603 18,603 31 _ 104 1

Treasury stock, at cost(357)(336) (21)(6)(357) _

Retained earnings 1,448 1,294 1,152 1,346 1,376 154 12 72 5

Accumulated other comprehensive loss(240)(372)(435)(358)(543) 132 35 303 56

TOTAL STOCKHOLDERS’ EQUITY 19,564 19,268 19,383 19,597 19,442 296 2 122 1

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $136,535 $132,857 $131,341 $130,279 $126,892 $3,678 3% $9,643 8%

Memo: Total tangible common equity1 $13,117 $12,806 $12,900 $13,098 $12,925 $311 2% $192 1%

1 This is a non-GAAP financial measure. For further information on this measure, refer to page 29.

LOGO

LOANS AND DEPOSITS

(dollars in millions)

PERIOD END BALANCES AS OF MARCH 31, 2015 CHANGE

Mar 31, 2015 Dec 31, 2014 Sept 30, 2014 June 30, 2014 Mar 31, 2014 Dec 31, 2014 Mar 31, 2014

$% $%

LOANS AND LEASES:

Commercial $32,249 $31,431 $30,356 $30,076 $29,435 $818 3% $2,814 10%

Commercial real estate 7,863 7,809 7,239 7,158 6,902 54 1 961 14

Leases 3,870 3,986 3,875 3,740 3,738(116)(3) 132 4

Total commercial 43,982 43,226 41,470 40,974 40,075 756 2 3,907 10

Residential mortgages 11,808 11,832 11,265 10,640 10,099(24) _ 1,709 17

Home equity loans 3,212 3,424 3,635 3,858 4,139(212)(6)(927)(22)

Home equity lines of credit 15,127 15,423 15,558 15,618 15,523(296)(2)(396)(3)

Home equity loans serviced by others1 1,192 1,228 1,290 1,358 1,427(36)(3)(235)(16)

Home equity lines of credit serviced by others1 544 550 580 614 648(6)(1)(104)(16)

Automobile 13,179 12,706 12,080 10,974 9,981 473 4 3,198 32

Student 2,852 2,256 2,069 1,941 2,305 596 26 547 24

Credit card 1,588 1,693 1,676 1,646 1,651(105)(6)(63)(4)

Other retail 1,010 1,072 1,126 1,206 1,235(62)(6)(225)(18)

Total retail 50,512 50,184 49,279 47,855 47,008 328 1 3,504 7

Total loans and leases $94,494 $93,410 $90,749 $88,829 $87,083 $1,084 1% $7,411 9%

Loans held for sale $322 $256 $205 $173 $131 $66 26% $191 146%

Other loans held for sale2 54 25 3 89 1,248 29 116(1,194)(96)

DEPOSITS:

Demand $26,670 $26,086 $25,877 $26,670 $25,681 $584 2% $989 4%

Checking with interest 16,738 16,394 15,449 15,171 13,694 344 2 3,044 22

Regular savings 8,398 7,824 7,655 7,829 7,899 574 7 499 6

Money market accounts 34,543 33,345 32,870 31,687 30,689 1,198 4 3,854 13

Term deposits 12,641 12,058 11,612 10,299 9,499 583 5 3,142 33

Total deposits $98,990 $95,707 $93,463 $91,656 $87,462 $3,283 3 $11,528 13

Deposits held for sale2 $_ $_ $_ $_ $5,188 $ %($5,188)(100%)

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 Consists primarily of loans and deposits held for sale as part of the Chicago branch sale.

LOGO

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS

(dollars in millions)

QUARTERLY TRENDS

AVERAGE BALANCES 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

ASSETS:

Interest-bearing cash and due from banks and deposits in banks $2,092 $1,784 $2,685 $2,211 $1,768 $308 17% $324 18%

Taxable investment securities 24,955 24,658 24,648 24,579 23,375 297 1 1,580 7

Non-taxable investment securities 10 10 10 11 11 (1)(9)

Total investment securities 24,965 24,668 24,658 24,590 23,386 297 1 1,579 7

Commercial 31,911 30,962 30,186 29,674 29,108 949 3 2,803 10

Commercial real estate 7,700 7,427 7,216 7,082 6,898 273 4 802 12

Leases 3,895 3,874 3,789 3,716 3,723 21 1 172 5

Total commercial 43,506 42,263 41,191 40,472 39,729 1,243 3 3,777 10

Residential mortgages 11,855 11,647 11,001 10,355 9,889 208 2 1,966 20

Home equity loans 3,332 3,527 3,743 4,015 4,231(195)(6)(899)(21)

Home equity lines of credit 15,310 15,490 15,572 15,563 15,590(180)(1)(280)(2)

Home equity loans serviced by others1 1,193 1,252 1,317 1,388 1,454(59)(5)(261)(18)

Home equity lines of credit serviced by others1 522 561 591 627 660(39)(7)(138)(21)

Automobile 12,933 12,403 11,438 10,528 9,408 530 4 3,525 37

Student 2,623 2,142 1,983 2,209 2,262 481 22 361 16

Credit cards 1,637 1,663 1,661 1,647 1,639(26)(2)(2) _

Other retail 1,041 1,097 1,153 1,215 1,270(56)(5)(229)(18)

Total retail 50,446 49,782 48,459 47,547 46,403 664 1 4,043 9

Total loans and leases 93,952 92,045 89,650 88,019 86,132 1,907 2 7,820 9

Loans held for sale 242 213 176 138 127 29 14 115 91

Other loans held for sale 91 20 27 1,034 1,092 71 355(1,001)(92)

Interest-earning assets 121,342 118,730 117,196 115,992 112,505 2,612 2 8,837 8

Allowance for loan and lease losses(1,192)(1,195)(1,202)(1,286)(1,238) 3 _ 46 4

Goodwill 6,876 6,876 6,876 6,876 6,876

Other noninterest-earning assets 6,299 6,260 5,821 5,566 5,761 39 1 538 9

Total noninterest-earning assets 11,983 11,941 11,495 11,156 11,399 42 _ 584 5

TOTAL ASSETS $133,325 $130,671 $128,691 $127,148 $123,904 $2,654 2% $9,421 8%

LIABILITIES AND STOCKHOLDERS’ EQUITY:

LIABILITIES:

Checking with interest $16,039 $15,718 $15,155 $13,805 $13,317 $321 2% $2,722 20%

Money market and savings 41,666 40,856 40,096 38,418 38,919 810 2 2,747 7

Term deposits 12,184 11,892 10,596 9,416 9,334 292 2 2,850 31

Total interest-bearing deposits 69,889 68,466 65,847 61,639 61,570 1,423 2 8,319 14

Interest-bearing deposits held for sale 3,675 4,233 (4,233)(100)

Federal funds purchased and securities sold under agreements to repurchase2 4,607 5,075 6,305 5,709 5,707(468)(9)(1,100)(19)

Other short-term borrowed funds 6,969 6,119 6,740 6,027 3,637 850 14 3,332 92

Long-term borrowed funds 3,930 2,834 1,951 1,419 1,405 1,096 39 2,525 180

Total borrowed funds 15,506 14,028 14,996 13,155 10,749 1,478 11 4,757 44

Total interest-bearing liabilities 85,395 82,494 80,843 78,469 76,552 2,901 4 8,843 12

Total demand deposits 25,756 26,331 25,829 25,984 24,796(575)(2) 960 4

Demand deposits held for sale 868 997 (997)(100)

Other liabilities 2,767 2,637 2,608 2,220 2,189 130 5 578 26

TOTAL LIABILITIES 113,918 111,462 109,280 107,541 104,534 2,456 2 9,384 9

STOCKHOLDERS’ EQUITY 19,407 19,209 19,411 19,607 19,370 198 1 37 _

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $133,325 $130,671 $128,691 $127,148 $123,904 $2,654 2% $9,421 8%

Memo: Total average tangible common equity3 $12,948 $12,730 $12,913 $13,093 $12,838 $218 2% $110 1%

Total deposits (interest-bearing and demand) $95,645 $94,797 $91,676 $92,166 $91,596 $848 1% $4,049 4%

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. 3 This is a non-GAAP financial measure. For further information on this measure, refer to page 29.

LOGO

AVERAGE BALANCE SHEETS AND ANNUALIZED YIELDS, CONTINUED

(dollars in millions, except rates)

QUARTERLY TRENDS

AVERAGE ANNUALIZED YIELDS & RATES 1Q15 4Q14 3Q14 2Q14 1Q14

Income/ Income/ Income/ Income/ Income/

Rate Expense Rate Expense Rate Expense Rate Expense Rate Expense

INTEREST-EARNING ASSETS:

Interest-bearing deposits in banks 0.19% $1 0.20% $1 0.23% $2 0.23% $1 0.23% $1

Taxable investment securities 2.55 159 2.61 161 2.51 155 2.51 154 2.56 149

Non-taxable investment securities 2.60 _ 2.60 _ 2.59 _ 2.60 _ 2.60 _

Total investment securities 2.55 159 2.61 161 2.51 155 2.51 154 2.57 149

Commercial 2.84 226 2.90 229 2.89 223 3.05 229 3.01 219

Commercial real estate 2.59 50 2.55 48 2.46 46 2.49 45 2.58 45

Leases 2.53 25 2.65 26 2.68 25 2.74 25 2.84 26

Total commercial 2.77 301 2.82 303 2.80 294 2.95 299 2.92 290

Residential mortgages 3.79 112 3.88 113 3.92 108 4.08 106 3.98 98

Home equity loans 5.40 44 5.31 47 5.31 50 5.31 53 5.23 55

Home equity lines of credit 2.94 111 2.94 114 2.90 113 2.85 111 2.86 110

Home equity loans serviced by others1 7.09 21 6.88 22 6.64 22 6.72 23 6.79 24

Home equity lines of credit serviced by others1 2.58 3 2.70 4 2.62 4 2.74 4 2.67 4

Automobile 2.78 89 2.64 83 2.57 74 2.54 67 2.54 59

Student 5.13 33 5.07 27 4.99 25 4.51 25 4.43 25

Credit cards 11.10 45 10.28 43 9.99 42 9.92 41 10.31 42

Other retail 7.59 20 7.49 21 7.46 22 7.46 22 7.42 23

Total retail 3.83 478 3.79 474 3.78 460 3.81 452 3.85 440

Total loans and leases 3.34 779 3.34 777 3.33 754 3.40 751 3.41 730

Loans held for sale 2.33 1 2.68 1 3.46 2 3.40 1 3.29 1

Other loans held for sale 9.37 2 12.94 1 5.44 _ 3.90 10 4.21 12

Total interest-earning assets 3.12 942 3.14 941 3.08 913 3.16 917 3.19 893

INTEREST-BEARING LIABILITIES:

Checking with interest 0.11 4 0.11 4 0.09 4 0.06 2 0.06 2

Money market and savings 0.25 25 0.22 23 0.21 21 0.17 16 0.17 16

Term deposits 0.78 23 0.70 21 0.61 16 0.67 16 0.65 15

Total interest-bearing deposits 0.31 52 0.28 48 0.25 41 0.22 34 0.22 33

Interest-bearing deposits held for sale 0.21 2 0.23 2

Federal funds purchased and securities sold under

agreements to repurchase2 0.60 7 0.54 7 0.54 9 0.09 1 1.02 15

Other short-term borrowed funds 0.83 15 1.23 19 1.21 21 2.00 30 2.07 19

Long-term borrowed funds 3.27 32 3.83 27 4.39 22 4.63 17 4.61 16

Total borrowed funds 1.38 54 1.51 53 1.34 52 1.46 48 1.84 50

Total interest-bearing liabilities 0.50 106 0.49 101 0.45 93 0.43 84 0.45 85

INTEREST RATE SPREAD 2.62% 2.65% 2.63% 2.73% 2.74%

NET INTEREST MARGIN 2.77 2.80 2.77 2.87 2.89

Memo: Total deposit costs 0.22 52 0.20 48 0.18 41 0.15 36 0.16 35

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.

LOGO

SEGMENT FINANCIAL HIGHLIGHTS—CONSOLIDATING

(dollars in millions, except ratios)

FIRST QUARTER 2015 FOURTH QUARTER 2014 CHANGE

1Q15 from 4Q14

Consumer Commercial Consumer Commercial

Banking Banking Other1 Consolidated Banking Banking Other1 Consolidated $%

Net interest income $533 $ 276 $27 $836 $536 $ 283 $21 $840($4) _%

Noninterest income 219 100 28 347 218 111 10 339 8 2

Total revenue 752 376 55 1,183 754 394 31 1,179 4 _

Noninterest expense 596 173 41 810 611 180 33 824(14)(2)

Profit (loss) before provision for credit losses 156 203 14 373 143 214(2) 355 18 5

Provision for credit losses 63(21) 16 58 64 1 7 72(14)(19)

Income (loss) before income tax expense (benefit) 93 224(2) 315 79 213(9) 283 32 11

Income tax expense (benefit) 32 77(3) 106 27 73(14) 86 20 23

Net income $61 $ 147 $1 $209 $52 $ 140 $5 $197 $12 6%

Average Balances

Total assets $51,602 $41,606 $40,117 $133,325 $50,546 $40,061 $40,064 $130,671 $2,654 2%

Total loans and leases2 50,260 40,241 3,784 94,285 49,351 38,926 4,001 92,278 2,007 2

Deposits 67,518 21,932 6,195 95,645 66,374 22,500 5,923 94,797 848 1

Interest-earning assets 50,294 40,344 30,704 121,342 49,382 39,039 30,309 118,730 2,612 2

Key Metrics

Net interest margin 4.30% 2.77% NM 2.77% 4.31% 2.87% NM 2.80%(3) bps _

Efficiency ratio3 79.25 46.01 NM 68.49 81.09 45.48 NM 69.88(139) bps _

Loans-to-deposits ratio (average balances) 74.44 183.48 NM 98.58 74.35 173.01 NM 97.34 124 bps _

Return on average total tangible assets3 0.48 1.43 NM 0.67 0.40 1.38 NM 0.63 4 bps _

Return on average tangible common equity3 5.30 13.15 NM 6.53 4.30 12.76 NM 6.12 41 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 These are non-GAAP financial measures. For further information on these measures, refer to pages 28-33.

LOGO

SEGMENT FINANCIAL HIGHLIGHTS—CONSOLIDATING, (CONTINUED)

(dollars in millions, except ratios)

FIRST QUARTER 2015 FIRST QUARTER 2014 CHANGE

1Q15 from 1Q14

Consumer Commercial Consumer Commercial

Banking Banking Other1 Consolidated Banking Banking Other1 Consolidated $%

Net interest income $533 $ 276 $27 $836 $537 $ 256 $15 $808 $28 3%

Noninterest income 219 100 28 347 219 107 32 358(11)(3)

Total revenue 752 376 55 1,183 756 363 47 1,166 17 1

Noninterest expense 596 173 41 810 638 153 19 810

Profit before provision for credit losses 156 203 14 373 118 210 28 356 17 5

Provision for credit losses 63(21) 16 58 70(5) 56 121(63)(52)

Income (loss) before income tax expense (benefit) 93 224(2) 315 48 215(28) 235 80 34

Income tax expense (benefit) 32 77(3) 106 16 74(21) 69 37 54

Net income (loss) $61 $ 147 $1 $209 $32 $ 141($7) $166 $43 26%

Average Balances

Total assets $51,602 $41,606 $40,117 $133,325 $47,610 $36,955 $39,339 $123,904 $9,421 8%

Total loans and leases2 50,260 40,241 3,784 94,285 46,154 36,577 4,620 87,351 6,934 8

Deposits3 67,518 21,932 6,195 95,645 70,769 17,440 3,387 91,596 4,049 4

Interest-earning assets 50,294 40,344 30,704 121,342 46,185 36,716 29,604 112,505 8,837 8

Key Metrics

Net interest margin 4.30% 2.77% NM 2.77% 4.72% 2.83% NM 2.89%(12) bps _

Efficiency ratio4 79.25 46.01 NM 68.49 84.39 42.13 NM 69.43(94) bps _

Loans-to-deposits ratio (average balances) 74.44 183.48 NM 98.58 65.22 209.74 NM 95.37 321 bps _

Return on average total tangible assets4 0.48 1.43 NM 0.67 0.27 1.54 NM 0.57 10 bps _

Return on average tangible common equity4 5.30 13.15 NM 6.53 2.81 14.17 NM 5.24 129 bps _

provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

2 Includes loans and leases held for sale.

3 Includes deposits held for sale.

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

LOGO

SEGMENT FINANCIAL HIGHLIGHTS—CONSUMER BANKING

(dollars in millions, except ratios)

QUARTERLY TRENDS

CONSUMER BANKING 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Net interest income $533 $536 $532 $546 $537($3)(1%)($4)(1%)

Noninterest income 219 218 226 236 219 1

Total revenue 752 754 758 782 756(2) _(4)(1)

Noninterest expense 596 611 609 655 638(15)(2)(42)(7)

Profit before provision for credit losses 156 143 149 127 118 13 9 38 32

Provision for credit losses 63 64 66 59 70(1)(2)(7)(10)

Income before income tax expense 93 79 83 68 48 14 18 45 94

Income tax expense 32 27 29 24 16 5 19 16 100

Net income $61 $52 $54 $44 $32 $9 17% $29 91%

Average Balances

Total assets $51,602 $50,546 $49,012 $48,556 $47,610 $1,056 2% $3,992 8%

Total loans and leases1 50,260 49,351 47,848 47,368 46,154 909 2 4,106 9

Deposits2 67,518 66,374 65,609 70,181 70,769 1,144 2(3,251)(5)

Interest-earning assets 50,294 49,382 47,885 47,397 46,185 912 2 4,109 9

Key Metrics

Net interest margin 4.30% 4.31% 4.40% 4.62% 4.72%(1) bps _(42) bps _

Efficiency ratio4 79.25 81.09 80.42 83.61 84.39(184) bps _(514) bps _

Loans-to-deposits ratio (average balances) 74.44 74.35 72.93 67.49 65.22 9 bps _ 922 bps _

Return on average total tangible assets4 0.48 0.40 0.44 0.37 0.27 8 bps _ 21 bps _

Return on average tangible common equity3,4 5.30 4.30 4.57 3.87 2.81 100 bps _ 249 bps _

1 Includes loans and leases held for sale.

2 Includes deposits held for sale.

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

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

LOGO

SEGMENT FINANCIAL HIGHLIGHTS—COMMERCIAL BANKING

(dollars in millions, except ratios)

QUARTERLY TRENDS

COMMERCIAL BANKING 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Net interest income $276 $283 $270 $264 $256($7)(2%) $20 8%

Noninterest income 100 111 104 107 107(11)(10)(7)(7)

Total revenue 376 394 374 371 363(18)(5) 13 4

Noninterest expense 173 180 162 157 153(7)(4) 20 13

Profit before provision for credit losses 203 214 212 214 210(11)(5)(7)(3)

Provision for credit losses(21) 1 _(2)(5)(22) NM(16)(320)

Income before income tax expense 224 213 212 216 215 11 5 9 4

Income tax expense 77 73 73 75 74 4 5 3 4

Net income $147 $140 $139 $141 $141 $7 5% $6 4%

Average Balances

Total assets $41,606 $40,061 $38,854 $38,022 $36,955 $1,545 4% $4,651 13%

Total loans and leases1 40,241 38,926 37,787 37,389 36,577 1,315 3 3,664 10

Deposits2 21,932 22,500 20,985 18,358 17,440(568)(3) 4,492 26

Interest-earning assets 40,344 39,039 37,927 37,505 36,716 1,305 3 3,628 10

Key Metrics

Net interest margin 2.77% 2.87% 2.82% 2.82% 2.83%(10) bps _(6) bps _

Efficiency ratio4 46.01 45.48 43.35 42.36 42.13 53 bps _ 388 bps _

Loans-to-deposits ratio (average balances) 183.48 173.01 180.06 203.67 209.74 1,047 bps _(2,626) bps _

Return on average total tangible assets4 1.43 1.38 1.42 1.50 1.54 5 bps _(11) bps _

Return on average tangible common equity3,4 13.15 12.76 13.10 13.78 14.17 39 bps _(102) bps _

1 Includes loans and leases held for sale.

2 Includes deposits held for sale.

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

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

LOGO

SEGMENT FINANCIAL HIGHLIGHTS—OTHER

(dollars in millions)

QUARTERLY TRENDS

OTHER1 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Net interest income $27 $21 $18 $23 $15 $6 29% $12 80%

Noninterest income 28 10 11 297 32 18 180(4)(13)

Total revenue 55 31 29 320 47 24 77 8 17

Noninterest expense 41 33 39 136 19 8 24 22 116

Profit (loss) before provision for credit losses 14(2)(10) 184 28 16 800(14)(50)

Provision for credit losses 16 7 11(8) 56 9 129(40)(71)

(Loss) income before income tax (benefit) expense(2)(9)(21) 192(28) 7 78 26 93

Income tax (benefit) expense(3)(14)(17) 64(21) 11 79 18 86

Net income (loss) $1 $5($4) $128($7)($4)(80%) $8 114%

Average Balances

Total assets $40,117 $40,064 $40,825 $40,570 $39,339 $53 _% $778 2%

Total loans and leases 3,784 4,001 4,218 4,434 4,620(217)(5)(836)(18)

Deposits 6,195 5,923 5,082 3,627 3,387 272 5 2,808 83

Interest-earning assets 30,704 30,309 31,384 31,090 29,604 395 1 1,100 4

provision for credit losses and expenses not attributed to our Consumer Banking or Commercial Banking segments.

LOGO

SEGMENT FINANCIAL HIGHLIGHTS—CONSOLIDATED

(dollars in millions, except ratios)

QUARTERLY TRENDS

CONSOLIDATED 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Net interest income $836 $840 $820 $833 $808($4) _% $28 3%

Noninterest income 347 339 341 640 358 8 2(11)(3)

Total revenue 1,183 1,179 1,161 1,473 1,166 4 _ 17 1

Noninterest expense 810 824 810 948 810(14)(2)

Profit before provision for credit losses 373 355 351 525 356 18 5 17 5

Provision for credit losses 58 72 77 49 121(14)(19)(63)(52)

Income before income tax expense 315 283 274 476 235 32 11 80 34

Income tax expense 106 86 85 163 69 20 23 37 54

Net income $209 $197 $189 $313 $166 $12 6% $43 26%

Average Balances

Total assets $133,325 $130,671 $128,691 $127,148 $123,904 $2,654 2% $9,421 8%

Total loans and leases1 94,285 92,278 89,853 89,191 87,351 2,007 2 6,934 8

Deposits2 95,645 94,797 91,676 92,166 91,596 848 1 4,049 4

Interest-earning assets 121,342 118,730 117,196 115,992 112,505 2,612 2 8,837 8

Key Metrics

Net interest margin 2.77% 2.80% 2.77% 2.87% 2.89%(3) bps _(12) bps _

Efficiency ratio3 68.49 69.88 69.84 64.33 69.43(139) bps _(94) bps _

Loans-to-deposits ratio (average balances) 98.58 97.34 98.01 96.77 95.37 124 bps _ 321 bps _

Return on average total tangible assets3 0.67 0.63 0.61 1.04 0.57 4 bps _ 10 bps _

Return on average tangible common equity3 6.53 6.12 5.81 9.59 5.24 41 bps _ 129 bps _

1 Includes loans and leases held for sale.

2 Includes deposits held for sale.

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

LOGO

SEGMENT FINANCIAL HIGHLIGHTS

(dollars in millions)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Net interest income:

Consumer Banking $533 $536 $532 $546 $537($3)(1%)($4)(1%)

Commercial Banking 276 283 270 264 256(7)(2) 20 8

Other 27 21 18 23 15 6 29 12 80

Net interest income $836 $840 $820 $833 $808($4) _% $28 3%

Noninterest income:

Consumer Banking $219 $218 $226 $236 $219 $1 _% $ %

Commercial Banking 100 111 104 107 107(11)(10)(7)(7)

Other 28 10 11 297 32 18 180(4)(13)

Noninterest income $347 $339 $341 $640 $358 $8 2%($11)(3%)

Total revenue:

Consumer Banking $752 $754 $758 $782 $756($2) _%($4)(1%)

Commercial Banking 376 394 374 371 363(18)(5) 13 4

Other 55 31 29 320 47 24 77 8 17

Total revenue $1,183 $1,179 $1,161 $1,473 $1,166 $4 _% $17 1%

Noninterest expense:

Consumer Banking $596 $611 $609 $655 $638($15)(2%)($42)(7%)

Commercial Banking 173 180 162 157 153(7)(4) 20 13

Other 41 33 39 136 19 8 24 22 116

Noninterest expense $810 $824 $810 $948 $810($14)(2%) $ %

Profit before provision for credit losses:

Consumer Banking $156 $143 $149 $127 $118 $13 9% $38 32%

Commercial Banking 203 214 212 214 210(11)(5)(7)(3)

Other 14(2)(10) 184 28 16 800(14)(50)

Profit before provision for credit losses $373 $355 $351 $525 $356 $18 5% $17 5%

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SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Provision for credit losses:

Consumer Banking $63 $64 $66 $59 $70($1)(2%)($7)(10%)

Commercial Banking(21) 1 _(2)(5)(22) NM(16)(320)

Other 16 7 11(8) 56 9 129(40)(71)

Provision for credit losses $58 $72 $77 $49 $121($14)(19%)($63)(52%)

Income before income tax expense:

Consumer Banking $93 $79 $83 $68 $48 $14 18% $45 94%

Commercial Banking 224 213 212 216 215 11 5 9 4

Other(2)(9)(21) 192(28) 7 78 26 93

Income before income tax expense $315 $283 $274 $476 $235 $32 11% $80 34%

Income tax expense:

Consumer Banking $32 $27 $29 $24 $16 $5 19% $16 100%

Commercial Banking 77 73 73 75 74 4 5 3 4

Other(3)(14)(17) 64(21) 11 79 18 86

Income tax expense $106 $86 $85 $163 $69 $20 23% $37 54%

Net income:

Consumer Banking $61 $52 $54 $44 $32 $9 17% $29 91%

Commercial Banking 147 140 139 141 141 7 5 6 4

Other 1 5(4) 128(7)(4)(80) 8 114

Net income $209 $197 $189 $313 $166 $12 6% $43 26%

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SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

(dollars in millions)

QUARTERLY TRENDS

AVERAGE BALANCES 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Total assets:

Consumer Banking $51,602 $50,546 $49,012 $48,556 $47,610 $1,056 2% $ 3,992 8%

Commercial Banking 41,606 40,061 38,854 38,022 36,955 1,545 4 4,651 13

Other 40,117 40,064 40,825 40,570 39,339 53 _ 778 2

Total assets $133,325 $130,671 $128,691 $127,148 $123,904 $2,654 2% $ 9,421 8%

Loans and leases1:

Consumer Banking $50,260 $49,351 $47,848 $47,368 $46,154 $909 2% $ 4,106 9%

Commercial Banking 40,241 38,926 37,787 37,389 36,577 1,315 3 3,664 10

Other 3,784 4,001 4,218 4,434 4,620(217)(5)(836)(18)

Total loans and leases $94,285 $92,278 $89,853 $89,191 $87,351 $2,007 2% $ 6,934 8%

Deposits2:

Consumer Banking $67,518 $66,374 $65,609 $70,181 $70,769 $1,144 2%($ 3,251)(5%)

Commercial Banking 21,932 22,500 20,985 18,358 17,440(568)(3) 4,492 26

Other 6,195 5,923 5,082 3,627 3,387 272 5 2,808 83

Total deposits $95,645 $94,797 $91,676 $92,166 $91,596 $848 1% $ 4,049 4%

Interest-earning assets:

Consumer Banking $50,294 $49,382 $47,885 $47,397 $46,185 $912 2% $ 4,109 9%

Commercial Banking 40,344 39,039 37,927 37,505 36,716 1,305 3 3,628 10

Other 30,704 30,309 31,384 31,090 29,604 395 1 1,100 4

Total interest-earning assets $121,342 $118,730 $117,196 $115,992 $112,505 $2,612 2% $ 8,837 8%

1 Includes loans and leases held for sale.

2 Includes deposits held for sale.

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SEGMENT FINANCIAL HIGHLIGHTS, CONTINUED

QUARTERLY TRENDS

KEY METRICS 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

bps bps

Net Interest Margin (NIM)

Consumer Banking 4.30% 4.31% 4.40% 4.62% 4.72%(1) _(42) _

Commercial Banking 2.77 2.87 2.82 2.82 2.83(10) _(6) _

Other NM NM NM NM NM

NIM 2.77 2.80 2.77 2.87 2.89(3) _(12) _

Efficiency Ratio3

Consumer Banking 79.25% 81.09% 80.42% 83.61% 84.39%(184) _(514) _

Commercial Banking 46.01 45.48 43.35 42.36 42.13 53 _ 388 _

Other NM NM NM NM NM

Efficiency Ratio 68.49 69.88 69.84 64.33 69.43(139) _(94) _

Loans to Deposits Ratio (average balances) (LDR)1

Consumer Banking 74.44% 74.35% 72.93% 67.49% 65.22% 9 _ 922 _

Commercial Banking 183.48 173.01 180.06 203.67 209.74 1,047 _(2,626) _

Other NM NM NM NM NM

LDR 98.58 97.34 98.01 96.77 95.37 124 _ 321 _

Return on Average Total Tangible Assets (ROTA)3

Consumer Banking 0.48% 0.40% 0.44% 0.37% 0.27% 8 _ 21 _

Commercial Banking 1.43 1.38 1.42 1.50 1.54 5 _(11) _

Other NM NM NM NM NM

ROTA 0.67 0.63 0.61 1.04 0.57 4 _ 10 _

Return on Average Tangible Common Equity (ROTCE)2,3

Consumer Banking 5.30% 4.30% 4.57% 3.87% 2.81% 100 _ 249 _

Commercial Banking 13.15 12.76 13.10 13.78 14.17 39 _(102) _

Other NM NM NM NM NM

ROTCE 6.53 6.12 5.81 9.59 5.24 41 _ 129 _

1 Includes loans and leases and deposits held for sale.

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

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

LOGO

CREDIT-RELATED INFORMATION

(dollars in millions)

AS OF MARCH 31, 2015 CHANGE

Mar 31, 2015 Dec 31, 2014 Sept 30, 2014 June 30, 2014 Mar 31, 2014 Dec 31, 2014 Mar 31, 2014

$% $%

CREDIT EXPOSURE:

Commercial $32,249 $31,431 $30,356 $30,076 $29,435 $818 3% $ 2,814 10%

Commercial real estate 7,863 7,809 7,239 7,158 6,902 54 1 961 14

Leases 3,870 3,986 3,875 3,740 3,738(116)(3) 132 4

Total commercial 43,982 43,226 41,470 40,974 40,075 756 2 3,907 10

Residential mortgages 11,808 11,832 11,265 10,640 10,099(24) _ 1,709 17

Home equity loans 3,212 3,424 3,635 3,858 4,139(212)(6)(927)(22)

Home equity lines of credit 15,127 15,423 15,558 15,618 15,523(296)(2)(396)(3)

Home equity loans serviced by others1 1,192 1,228 1,290 1,358 1,427(36)(3)(235)(16)

Home equity lines of credit serviced by others1 544 550 580 614 648(6)(1)(104)(16)

Automobile 13,179 12,706 12,080 10,974 9,981 473 4 3,198 32

Student 2,852 2,256 2,069 1,941 2,305 596 26 547 24

Credit card 1,588 1,693 1,676 1,646 1,651(105)(6)(63)(4)

Other retail 1,010 1,072 1,126 1,206 1,235(62)(6)(225)(18)

Total retail 50,512 50,184 49,279 47,855 47,008 328 1 3,504 7

Total loans and leases 94,494 93,410 90,749 88,829 87,083 1,084 1 7,411 9

Derivative receivable—commercial 733 622 542 627 621 111 18 112 18

Derivative receivable—retail 9 7 5 8 5 2 29 4 80

Total derivative receivable 742 629 547 635 626 113 18 116 19

Total credit-related assets 95,236 94,039 91,296 89,464 87,709 1,197 1 7,527 9

Undrawn commitments to extend credit—commercial 29,110 29,646 29,182 28,236 27,522(536)(2) 1,588 6

Financial standby letters of credit 2,292 2,315 2,498 2,622 2,646(23)(1)(354)(13)

Performance letters of credit 60 65 94 118 135(5)(8)(75)(56)

Commercial letters of credit 58 75 74 56 61(17)(23)(3)(5)

Marketing rights 51 51 51 51 51

Risk participation agreements 26 19 16 20 16 7 37 10 63

Total commercial lending-related arrangements 31,597 32,171 31,915 31,103 30,431(574)(2) 1,166 4

Undrawn commitments to extend credit—retail 26,114 26,253 26,151 26,117 26,536(139)(1)(422)(2)

Residential mortgage loans sold with recourse 10 11 11 12 13(1)(9)(3)(23)

Total retail lending-related arrangements 26,124 26,264 26,162 26,129 26,549(140)(1)(425)(2)

Total lending-related arrangements 57,721 58,435 58,077 57,232 56,980(714)(1) 741 1

Total credit exposure $152,957 $152,474 $149,373 $146,696 $144,689 $483 _% $ 8,268 6%

Memo: Total credit exposure by product category

Commercial exposure $76,312 $76,019 $73,927 $72,704 $71,127 $293 _% $ 5,185 7%

Retail exposure 76,645 76,455 75,446 73,992 73,562 190 _ 3,083 4

Total credit exposure $152,957 $152,474 $149,373 $146,696 $144,689 $483 _% $ 8,268 6%

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.

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CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions, except ratios)

AS OF MARCH 31, 2015 CHANGE

Mar 31, 2015 Dec 31, 2014 Sept 30, 2014 June 30, 2014 Mar 31, 2014 Dec 31, 2014 Mar 31, 2014

$% $%

NONPERFORMING ASSETS:

Commercial $97 $114 $93 $63 $73($17)(15%) $24 33%

Commercial real estate 60 50 83 130 155 10 20(95)(61)

Leases 1 2 2 1 _(1)(50)

Total commercial 158 164 176 195 230(6)(4)(72)(31)

Residential mortgages 347 345 351 346 360 2 1(13)(4)

Home equity loans 210 203 201 231 267 7 3(57)(21)

Home equity lines of credit 270 257 218 299 346 13 5(76)(22)

Home equity loans serviced by others2 44 47 52 51 56(3)(6)(12)(21)

Home equity lines of credit serviced by others2 25 25 29 29 31 (6)(19)

Automobile 30 21 17 12 15 9 43 15 100

Student 30 17 14 12 30 13 76

Credit card 18 17 16 19 20 1 6(2)(10)

Other retail 4 5 5 6 8(1)(20)(4)(50)

Total retail 978 937 903 1,005 1,133 41 4(155)(14)

Nonperforming loans and leases1 1,136 1,101 1,079 1,200 1,363 35 3(227)(17)

Commercial 1 3 3 4 4(2)(67)(3)(75)

Retail 37 39 39 37 41(2)(5)(4)(10)

Other real estate owned 38 42 42 41 45(4)(10)(7)(16)

Nonperforming assets $1,174 $1,143 $1,121 $1,241 $1,408 $31 3%($234)(17%)

LOGO

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

QUARTERLY TRENDS

CHARGE-OFFS, RECOVERIES AND RELATED RATIOS 1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

GROSS CHARGE-OFFS:

Commercial($5)($9)($11)($6)($5) $4 44% $ %

Commercial real estate(1)(4)(5)(2)(1) 3 75

Leases

Total commercial(6)(13)(16)(8)(6) 7 54

Residential mortgages(6)(6)(10)(9)(11) 5 45

Home equity loans(9)(11)(16)(11)(17) 2 18 8 47

Home equity lines of credit(22)(16)(19)(21)(24)(6)(38) 2 8

Home equity loans serviced by others1(8)(11)(14)(13)(17) 3 27 9 53

Home equity lines of credit serviced by others1(4)(2)(3)(3)(4)(2)(100)

Automobile(23)(16)(9)(11)(5)(7)(44)(18)(360)

Student(10)(16)(12)(14)(12) 6 38 2 17

Credit card(15)(15)(15)(17)(17) 2 12

Other retail(12)(13)(15)(10)(15) 1 8 3 20

Total retail(109)(106)(113)(109)(122)(3)(3) 13 11

Total gross charge-offs($115)($119)($129)($117)($128) $4 3% $13 10%

GROSS RECOVERIES:

Commercial $6 $4 $7 $18 $6 $2 50% $ %

Commercial real estate 22 7 5 3 8 15 214 14 175

Leases

Total commercial 28 11 12 21 14 17 155 14 100

Residential mortgages 3 2 2 3 4 1 50(1)(25)

Home equity loans 2 5 9 4 6(3)(60)(4)(67)

Home equity lines of credit 5 3 5 3 4 2 67 1 25

Home equity loans serviced by others1 3 6 6 4 5(3)(50)(2)(40)

Home equity lines of credit serviced by others1 2 1 2 1 1 1 100 1 100

Automobile 9 6 4 8 2 3 50 7 350

Student 3 3 1 2 3

Credit card 2 2 _ 3 2

Other retail 4 4 _ 4 _

Total retail 33 28 29 28 27 5 18 6 22

Total gross recoveries $61 $39 $41 $49 $41 $22 56% $20 49%

NET (CHARGE-OFFS) RECOVERIES:

Commercial $1($5)($4) $12 $1 $6 120% $ %

Commercial real estate 21 3 _ 1 7 18 600 14 200

Leases

Total commercial 22(2)(4) 13 8 24 1,200 14 175

Residential mortgages(3)(4)(8)(6)(7) 1 25 4 57

Home equity loans(7)(6)(7)(7)(11)(1)(17) 4 36

Home equity lines of credit(17)(13)(14)(18)(20)(4)(31) 3 15

Home equity loans serviced by others1(5)(5)(8)(9)(12) 7 58

Home equity lines of credit serviced by others1(2)(1)(1)(2)(3)(1)(100) 1 33

Automobile(14)(10)(5)(3)(3)(4)(40)(11)(367)

Student(7)(13)(11)(12)(9) 6 46 2 22

Credit card(13)(13)(15)(14)(15) 2 13

Other retail(8)(13)(15)(10)(15) 5 38 7 47

Total retail(76)(78)(84)(81)(95) 2 3 19 20

Total net (charge-offs) recoveries($54)($80)($88)($68)($87) $26 33% $33 38%

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.

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CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions, except rates)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

ANNUALIZED NET (CHARGE-OFF) RECOVERY RATES:

Commercial 0.02%(0.06%)(0.04%) 0.15% 0.02% 8 bps bps _

Commercial real estate 1.07 0.15(0.06) 0.06 0.43 92 bps _ 64 bps _

Leases 0.03 bps bps _

Total commercial 0.20(0.02)(0.04) 0.12 0.09 22 bps _ 11 bps _

Residential mortgages(0.11)(0.14)(0.27)(0.21)(0.32) 3 bps _ 21 bps _

Home equity loans(0.81)(0.45)(0.79)(0.76)(1.04)(36) bps _ 23 bps _

Home equity lines of credit(0.46)(0.34)(0.36)(0.45)(0.53)(12) bps _ 7 bps _

Home equity loans serviced by others1(1.49)(1.67)(2.43)(2.51)(3.32) 18 bps _ 183 bps _

Home equity lines of credit serviced by others1(1.56)(0.81)(1.18)(1.21)(1.60)(75) bps _ 4 bps _

Automobile(0.42)(0.34)(0.21)(0.09)(0.12)(8) bps _(30) bps _

Student(1.13)(2.36)(1.70)(2.14)(1.68) 123 bps _ 55 bps _

Credit card(3.26)(3.28)(3.33)(3.62)(3.72) 2 bps _ 46 bps _

Other retail(3.30)(4.82)(5.24)(3.53)(4.90) 152 bps _ 160 bps _

Total retail(0.61)(0.62)(0.68)(0.68)(0.84) 1 bps _ 23 bps _

Total loans and leases(0.23)(0.35)(0.38)(0.31)(0.41) 12 bps _ 18 bps _

Memo: Average loans:

Commercial $ 31,911 $ 30,962 $ 30,186 $ 29,674 $ 29,108 $949 3% $2,803 10%

Commercial real estate 7,700 7,427 7,216 7,082 6,898 273 4 802 12

Leases 3,895 3,874 3,789 3,716 3,723 21 1 172 5

Total commercial 43,506 42,263 41,191 40,472 39,729 1,243 3 3,777 10

Residential mortgages 11,855 11,647 11,001 10,355 9,889 208 2 1,966 20

Home equity loans 3,332 3,527 3,743 4,015 4,231(195)(6)(899)(21)

Home equity lines of credit 15,310 15,490 15,572 15,563 15,590(180)(1)(280)(2)

Home equity loans serviced by others1 1,193 1,252 1,317 1,388 1,454(59)(5)(261)(18)

Home equity lines of credit serviced by others1 522 561 591 627 660(39)(7)(138)(21)

Automobile 12,933 12,403 11,438 10,528 9,408 530 4 3,525 37

Student 2,623 2,142 1,983 2,209 2,262 481 22 361 16

Credit card 1,637 1,663 1,661 1,647 1,639(26)(2)(2) _

Other retail 1,041 1,097 1,153 1,215 1,270(56)(5)(229)(18)

Total retail 50,446 49,782 48,459 47,547 46,403 664 1 4,043 9

Total loans and leases $ 93,952 $ 92,045 $ 89,650 $ 88,019 $ 86,132 $1,907 2% $7,820 9%

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.

LOGO

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

QUARTERLY TRENDS

1Q15 Change

SUMMARY OF CHANGES IN THE COMPONENTS OF THE

ALLOWANCE FOR CREDIT LOSSES 1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Allowance for loan and lease losses—beginning $1,195 $1,201 $1,210 $1,259 $1,221($6) _%($26)(2%)

Charge-offs:

Commercial(6)(13)(16)(8)(6) 7 54

Retail(109)(106)(113)(109)(122)(3)(3) 13 11

Total charge-offs(115)(119)(129)(117)(128) 4 3 13 10

Recoveries:

Commercial 28 11 12 21 14 17 155 14 100

Retail 33 28 29 28 27 5 18 6 22

Total recoveries 61 39 41 49 41 22 56 20 49

Net charge-offs(54)(80)(88)(68)(87) 26 33 33 38

Provision for loan and lease losses:

Commercial 12 4 38(32) 21 8 200(9)(43)

Retail 51 70 41 51 104(19)(27)(53)(51)

Total provision for loan and lease losses 63 74 79 19 125(11)(15)(62)(50)

Sale/Other(2) (2) _(2) _

Allowance for loan and lease losses—ending $1,202 $1,195 $1,201 $1,210 $1,259 $7 1%($57)(5%)

Reserve for unfunded lending commitments—beginning $61 $63 $65 $35 $39($2)(3%) $22 56%

Provision for unfunded lending commitments(5)(2)(2) 30(4)(3)(150)(1)(25)

Reserve for unfunded lending commitments—ending 56 61 63 65 35(5)(8) 21 60

Total allowance for credit losses—ending $1,258 $1,256 $1,264 $1,275 $1,294 $2 _%($36)(3%)

LOGO

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)

AS OF MARCH 31, 2015 CHANGE

Mar 31, 2015 Dec 31, 2014 Sept 30, 2014 June 30, 2014 Mar 31, 2014 Dec 31, 2014 Mar 31, 2014

ALLOWANCE COMPONENTS $% $%

ALLOWANCE FOR CREDIT LOSSES

Individually evaluated $35 $20 $14 $23 $22 $15 75% $13 59%

Formula-based evaluation 599 585 591 550 540 14 2 59 11

Total commercial 634 605 605 573 562 29 5 72 13

Individually evaluated 107 109 116 116 116(2)(2)(9)(8)

Formula-based evaluation 517 542 543 586 616(25)(5)(99)(16)

Total retail 624 651 659 702 732(27)(4)(108)(15)

Total allowance for credit losses $1,258 $1,256 $1,264 $1,275 $1,294 $2 _%($36)(3%)

LOGO

CAPITAL AND RATIOS

(dollars in millions, except ratios)

AS OF MARCH 31, 2015 CHANGE

CAPITAL AND RATIOS Mar 31, 2015 Dec 31, 2014 Sept 30, 2014 Jun 30, 2014 Mar 31, 2014 Dec 31, 2014 Mar 31, 2014

$% $%

CAPITAL RATIOS AND COMPONENTS1 (preliminary)

CET1 capital2 $13,360 $13,173 $13,330 $13,448 $13,460 $187 1%($100)(1%)

Tier 1 capital 13,360 13,173 13,330 13,448 13,460 187 1(100)(1)

Total capital 16,969 16,781 16,612 16,400 16,066 188 1 903 6

Risk-weighted assets 109,786 105,964 103,207 101,397 100,368 3,822 4 9,418 9

Adjusted average assets3 127,165 124,539 122,521 121,276 118,075 2,626 2 9,090 8

CET1 risk-based capital ratio2 12.2% 12.4% 12.9% 13.3% 13.4%

Tier 1 risk-based capital ratio 12.2 12.4 12.9 13.3 13.4

Total risk-based capital ratio 15.5 15.8 16.1 16.2 16.0

Tier 1 leverage ratio 10.5 10.6 10.9 11.1 11.4

Proforma Basel III fully phased-in common equity tier 1 risk-based capital ratio4 12.1 12.1 12.5 13.0 13.1

TANGIBLE COMMON EQUITY (period-end):

Stockholders’ equity $19,564 $19,268 $19,383 $19,597 $19,442 $296 2% $122 1%

Less: Goodwill(6,876)(6,876)(6,876)(6,876)(6,876)

Less: Other intangible assets(5)(6)(6)(7)(7) 1 17 2 29

Add: Deferred tax liabilities6 434 420 399 384 366 14 3 68 19

Total tangible common equity5 $13,117 $12,806 $12,900 $13,098 $12,925 $311 2% $192 1%

TANGIBLE COMMON EQUITY (average):

Stockholders’ equity $19,407 $19,209 $19,411 $19,607 $19,370 $198 1% $37 _%

Less: Goodwill(6,876)(6,876)(6,876)(6,876)(6,876)

Less: Other intangible assets(5)(6)(6)(7)(7) 1 17 2 29

Add: Deferred tax liabilities6 422 403 384 369 351 19 5 71 20

Total tangible common equity5 $12,948 $12,730 $12,913 $13,093 $12,838 $218 2% $110 1%

INTANGIBLE ASSETS (period-end):

Goodwill $6,876 $6,876 $6,876 $6,876 $6,876 $ % $ %

Trademark and patent 5 6 6 7 7(1)(17)(2)(29)

Total intangible assets $6,881 $6,882 $6,882 $6,883 $6,883($1) _%($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 as of March 31, 2015 are prepared using the Basel III standardized transitional approach. The capital ratios and associated components for periods December 31, 2014 and prior are prepared under the Basel I general risk-based capital rule.

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

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

4 Prior to Basel III becoming effective on January 1, 2015, this was a non-GAAP financial measure. For further information on this measure, refer to page 30. 5 These are non-GAAP financial measures. For further information on these measures, refer to page 29.

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

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PER-SHARE RELATED INFORMATION

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

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

EARNINGS PER SHARE DATA $% $%

Basic earnings per share:

Net income $209 $197 $189 $313 $166 $12 6% $43 26%

Less: Preferred stock dividends

Net income applicable to common stockholders $209 $197 $189 $313 $166 $12 6% $43 26%

Net income applicable to common stockholders, excluding restructuring charges

and special items1 $215 $217 $202 $205 $166($2)(1%) $49 30%

Total weighted-average basic shares outstanding 546,291,363 546,810,009 559,998,324 559,998,324 559,998,324(518,646) _(13,706,961)(2)

Net income per share—basic $0.38 $0.36 $0.34 $0.56 $0.30 $0.02 6% $0.08 27%

Net income per share, excluding restructuring charges and special items—basic1 $0.39 $0.40 $0.36 $0.37 $0.30($0.01)(3%) $0.09 30%

Diluted earnings per share:

Net income applicable to common stockholders $209 $197 $189 $313 $166 $12 6 $43 26

Net income applicable to common stockholders, excluding restructuring charges and

special items1 $215 $217 $202 $205 $166($2)(1) $49 30

Total weighted-average basic shares outstanding 546,291,363 546,810,009 559,998,324 559,998,324 559,998,324(518,646) _(13,706,961)(2)

Add: Share-based awards 3,507,354 3,866,289 245,423 (358,935)(9) 3,507,354 _

Total weighted-average diluted shares outstanding 549,798,717 550,676,298 560,243,747 559,998,324 559,998,324(877,581) _(10,199,607)(2)

Net income per share—diluted $0.38 $0.36 $0.34 $0.56 $0.30 $0.02 6% $0.08 27%

Net income per share, excluding restructuring charges and special items—diluted1 $0.39 $0.39 $0.36 $0.37 $0.30 $ % $0.09 30%

COMMON SHARES OUTSTANDING

Common shares—at end of period 547,490,812 545,884,519 559,998,324 559,998,324 559,998,324 1,606,293 _%(12,507,512)(2%)

Cash dividends declared and paid per share $0.10 $0.10 $0.68 $0.61 $0.04 $ $0.06 150

Book value per share $35.73 $35.30 $34.61 $35.00 $34.72 0.43 1 1.01 3

Tangible book value per share1 $23.96 $23.46 $23.04 $23.39 $23.08 0.50 2 0.88 4

Dividend payout ratio 26% 28% 203% 110% 15%(200) bps _ 1,100 bps _

SHARE PRICE

High $25.84 $25.60 $23.57 $_ $_ $0.24 1% $ %

Low 22.67 21.47 21.35 1.20 6

Close 24.13 24.86 23.42 (0.73)(3)

Market Capitalization 13,211 13,571 13,115 (360)(3)

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

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items) (dollars in millions, except per-share data)

The non-GAAP measures set forth below include _total revenue_, _noninterest income_, _ noninterest expense_, _pre-provision profit_, _income before income tax expense (benefit)_, _income tax expense (benefit)_, _net income (loss)_, _salaries and employee benefits_, _outside services_, _occupancy_, _equipment expense_, _amortization of software_, _other operating expense_, _net income (loss) per average common share_, _return of average common equity_ and _return on average total assets_. In addition, we present computations for “tangible book value per common share”, _return on average tangible common equity_, _return on average total tangible assets_ and _efficiency ratio_ as part of our non-GAAP measures. Additionally, “pro forma Basel III common equity tier 1 capital” computations for periods prior to 1Q15 are presented as part of our non-GAAP measures.

Prior to the first quarter 2015, 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.

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Noninterest income, excluding special items:

Noninterest income (GAAP) A $347 $339 $341 $640 $358 $8 2%($ 11)(3%)

Less: Special items—Chicago gain 288

Noninterest income, excluding special items (non-GAAP) B $347 $339 $341 $352 $358 $8 2%($ 11)(3%)

Total revenue, excluding special items:

Total revenue (GAAP) C $1,183 $1,179 $1,161 $1,473 $1,166 $4 _% $ 17 1%

Less: Special items—Chicago gain 288

Total revenue, excluding special items (non-GAAP) D $1,183 $1,179 $1,161 $1,185 $1,166 $4 _% $ 17 1%

Noninterest expense, excluding restructuring charges and special items:

Noninterest expense (GAAP) E $810 $824 $810 $948 $810($14)(2%) $ %

Less: Restructuring charges and special items LL 10 33 21 115 _(23)(70) 10 _

Noninterest expense, excluding restructuring charges and special items (non-GAAP) F $800 $791 $789 $833 $810 $9 1%($ 10)(1%)

Net income, excluding restructuring charges and special items:

Net income (GAAP) G $209 $197 $189 $313 $166 $12 6% $ 43 26%

Add: Restructuring charges and special items, net of income tax expense (benefit) 6 20 13(108) _(14)(70) 6 _

Net income, excluding restructuring charges and special items (non-GAAP) H $215 $217 $202 $205 $166($2)(1%) $ 49 30%

Return on average common equity, excluding restructuring charges and special

items:

Average common equity (GAAP) I $19,407 $19,209 $19,411 $19,607 $19,370 $198 1% $ 37 _%

Return on average common equity, excluding restructuring charges and special

items (non-GAAP) H/I 4.49% 4.48% 4.14% 4.19% 3.48% 1 bps _ 101 bps _

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items) (CONTINUED) (dollars in millions, except per-share data)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Return on average tangible common equity and return on average tangible

common equity, excluding restructuring charges and special items:

Average common equity (GAAP) I $19,407 $19,209 $19,411 $19,607 $19,370 $198 1% $37 _%

Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876

Less: Average other intangibles (GAAP) 5 6 6 7 7(1)(17)(2)(29)

Add: Average deferred tax liabilities related to goodwill (GAAP) 422 403 384 369 351 19 5 71 20

Average tangible common equity (non-GAAP) J $12,948 $12,730 $12,913 $13,093 $12,838 $218 2% $110 1%

Return on average tangible common equity (non-GAAP) G/J 6.53% 6.12% 5.81% 9.59% 5.24% 41 bps _ 129 bps _

Return on average tangible common equity, excluding restructuring charges and

special items (non-GAAP) H/J 6.73% 6.76% 6.22% 6.28% 5.24%(3) bps _ 149 bps _

Return on average total assets, excluding restructuring charges and special

items:

Average total assets (GAAP) K $133,325 $130,671 $128,691 $127,148 $123,904 $2,654 2% $9,421 8%

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

(non-GAAP) H/K 0.65% 0.66% 0.62% 0.65% 0.54%(1) bps _ 11 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 $133,325 $130,671 $128,691 $127,148 $123,904 $2,654 2% $9,421 8%

Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876

Less: Average other intangibles (GAAP) 5 6 6 7 7(1)(17)(2)(29)

Add: Average deferred tax liabilities related to goodwill (GAAP) 422 403 384 369 351 19 5 71 20

Average tangible assets (non-GAAP) L $126,866 $124,192 $122,193 $120,634 $117,372 $2,674 2% $9,494 8%

Return on average total tangible assets (non-GAAP) G/L 0.67% 0.63% 0.61% 1.04% 0.57% 4 bps _ 10 bps _

Return on average total tangible assets, excluding restructuring charges and special

items (non-GAAP) H/L 0.69% 0.69% 0.66% 0.68% 0.57% _ bps _ 12 bps _

Efficiency ratio and efficiency ratio, excluding restructuring charges and

special items:

Net interest income (GAAP) $836 $840 $820 $833 $808($4) _% $28 3%

Add: Noninterest income (GAAP) 347 339 341 640 358 8 2(11)(3)

Total revenue (GAAP) C $1,183 $1,179 $1,161 $1,473 $1,166 $4 _% $17 1%

Efficiency ratio (non-GAAP) E/C 68.49% 69.88% 69.84% 64.33% 69.43%(139) bps _(94) bps _

Efficiency ratio, excluding restructuring charges and special items (non-GAAP) F/D 67.65% 67.11% 68.02% 70.23% 69.43% 54 bps _(178) bps _

Tangible book value per common share:

Common shares—at end of period (GAAP) M 547,490,812 545,884,519 559,998,324 559,998,324 559,998,324 1,606,293 _ %(12,507,512)(2)%

Stockholders’ equity (GAAP) $19,564 $19,268 $19,383 $19,597 $19,442 $296 2 $122 1

Less: Goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876

Less: Other intangible assets (GAAP) 5 6 6 7 7(1)(17)(2)(29)

Add: Deferred tax liabilities related to goodwill (GAAP) 434 420 399 384 366 14 3 68 19

Tangible common equity (non-GAAP) N $13,117 $12,806 $12,900 $13,098 $12,925 $311 2% $192 1%

Tangible book value per common share (non-GAAP) N/M $23.96 $23.46 $23.04 $23.39 $23.08 $0.50 2% $0.88 4%

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

(dollars in millions, except per-share data)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q14

$% $%

Net income per average common share—basic and diluted, excluding

restructuring charges and special items:

Average common shares outstanding—basic (GAAP) O 546,291,363 546,810,009 559,998,324 559,998,324 559,998,324(518,646) _%(13,706,961)(2%)

Average common shares outstanding—diluted (GAAP) P 549,798,717 550,676,298 560,243,747 559,998,324 559,998,324(877,581) _(10,199,607)(2)

Net income applicable to common stockholders (GAAP) Q $209 $197 $189 $313 $166 $12 6 $43 26

Net income per average common share—basic (GAAP) Q/O 0.38 0.36 0.34 0.56 0.30 0.02 6 0.08 27

Net income per average common share—diluted (GAAP) Q/P 0.38 0.36 0.34 0.56 0.30 0.02 6 0.08 27

Net income applicable to common stockholders, excluding restructuring charges

and special items (non-GAAP) R 215 217 202 205 166(2)(1) 49 30

Net income per average common share—basic, excluding restructuring charges

and special items (non-GAAP) R/O 0.39 0.40 0.36 0.37 0.30(0.01)(3) 0.09 30

Net income per average common share—diluted, excluding restructuring charges

and special items (non-GAAP) R/P 0.39 0.39 0.36 0.37 0.30 0.09 30

Pro forma Basel III fully phased-in common equity tier 1 capital ratio1:

Common equity tier 1 (regulatory) $13,360 $13,173 $13,330 $13,448 $13,460

Less: Change in DTA and other threshold deductions (GAAP)(3)(6)(5)(7)(7)

Pro forma Basel III fully phased-in common equity tier 1 (non-GAAP) S $13,357 $13,179 $13,335 $13,455 $13,467

Risk-weighted assets (regulatory general risk weight approach) 109,786 105,964 103,207 101,397 100,368

Add: Net change in credit and other risk-weighted assets (regulatory) 242 2,882 3,207 2,383 2,450

Basel III standardized approach risk-weighted assets (non-GAAP) T $110,028 $108,846 $106,414 $103,780 $102,818

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

GAAP)1 S/T 12.1% 12.1% 12.5% 13.0% 13.1%

Salaries and employee benefits, excluding restructuring charges and special

items:

Salaries and employee benefits (GAAP) U $419 $397 $409 $467 $405 $22 6% $14 3%

Less: Restructuring charges and special items(1) 1 _ 43 _(2)(200)(1) _

Salaries and employee benefits, excluding restructuring charges and special items

(non-GAAP) V $420 $396 $409 $424 $405 $24 6% $15 4%

Outside services, excluding restructuring charges and special items:

Outside services (GAAP) W $79 $106 $106 $125 $83($27)(25%)($4)(5%)

Less: Restructuring charges and special items 8 18 19 41 _(10)(56) 8 _

Outside services, excluding restructuring charges and special items (non-GAAP) X $71 $88 $87 $84 $83($17)(19%)($12)(14%)

Occupancy, excluding restructuring charges and special items:

Occupancy (GAAP) Y $80 $81 $77 $87 $81($1)(1%)($1)(1%)

Less: Restructuring charges and special items 2 5 2 9 _(3)(60) 2 _

Occupancy, excluding restructuring charges and special items (non-GAAP) Z $78 $76 $75 $78 $81 $2 3%($3)(4%)

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

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS (Excluding restructuring charges and special items) (CONTINUED) (dollars in millions, except per-share data)

QUARTERLY TRENDS

1Q15 Change

1Q15 4Q14 3Q14 2Q14 1Q14 4Q14 1Q15

$% $%

Equipment expense, excluding restructuring charges and special items:

Equipment expense (GAAP) AA $63 $63 $58 $65 $64 $ %($1)(2%)

Less: Restructuring charges and special items 1 1 _ 3 1 _

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

GAAP) BB $62 $62 $58 $62 $64 $ %($2)(3%)

Amortization of software, excluding restructuring charges and special items:

Amortization of software CC $36 $43 $38 $33 $31($7)(16%) $5 16%

Less: Restructuring charges and special items _ 6 (6)(100)

Amortization of software, excluding restructuring charges and special items (non-

GAAP) DD $36 $37 $38 $33 $31($1)(3%) $5 16%

Other operating expense, excluding restructuring charges and special items:

Other operating expense (GAAP) EE $133 $134 $122 $171 $146($1)(1%)($13)(9%)

Less: Restructuring charges and special items _ 2 _ 19 _(2)

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

GAAP) FF $133 $132 $122 $152 $146 $1 1%($13)(9%)

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

Total revenue, excluding restructuring charges and special items (non-GAAP) D $1,183 $1,179 $1,161 $1,185 $1,166 $4 _% $17 1%

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

GAAP) F 800 791 789 833 810 9 1(10)(1)

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

GAAP) GG $383 $388 $372 $352 $356($5)(1%) $27 8%

Income before income tax expense (benefit), excluding restructuring charges

and special items:

Income before income tax expense (GAAP) HH $315 $283 $274 $476 $235 $32 11% $80 34%

Less: Income before income tax expense (benefit) related to restructuring charges

and special items (GAAP)(10)(33)(21) 173 _ 23 70(10) _

Income before income tax expense, excluding restructuring charges and special

items (non-GAAP) II $325 $316 $295 $303 $235 $9 3% $90 38%

Income tax expense, excluding restructuring charges and special items:

Income tax expense (GAAP) JJ $106 $86 $85 $163 $69 $20 23% $37 54%

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

(GAAP)(4)(13)(8) 65 _ 9 69(4) _

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

GAAP) KK $110 $99 $93 $98 $69 $11 11% $41 59%

Restructuring charges and special expense items include:

Restructuring charges $1 $10 $1 $103 $_($9)(90%) $1 _%

Special items 9 23 20 12 _(14)(61) 9 _

Restructuring charges and special expense items LL $10 $33 $21 $115 $_($23)(70%) $10 _%

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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,

2015 2014 2014

Consumer Commercial Consumer Commercial Consumer Commercial

Banking Banking Other Consolidated Banking Banking Other Consolidated Banking Banking Other Consolidated

Net income (loss) (GAAP) A $61 $147 $1 $209 $52 $140 $5 $197 $54 $139($4) $189

Return on average tangible common equity

Average common equity (GAAP) B $4,649 $4,526 $10,232 $19,407 $4,756 $4,334 $10,119 $19,209 $4,685 $4,205 $10,521 $19,411

Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876 6,876

Average other intangibles (GAAP) 5 5 6 6 6 6

Add: Average deferred tax liabilities related to

goodwill (GAAP) 422 422 403 403 384 384

Average tangible common equity (non-GAAP) C $4,649 $4,526 $3,773 $12,948 $4,756 $4,334 $3,640 $12,730 $4,685 $4,205 $4,023 $12,913

Return on average tangible common equity

(non-GAAP) A/C 5.30% 13.15% NM 6.53% 4.30% 12.76% NM 6.12% 4.57% 13.10% NM 5.81%

Return on average total tangible assets

Average total assets (GAAP) D $51,602 $41,606 $40,117 $133,325 $50,546 $40,061 $40,064 $130,671 $49,012 $38,854 $40,825 $128,691

Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876 6,876 6,876

Average other intangibles (GAAP) 5 5 6 6 6 6

Add: Average deferred tax liabilities related to

goodwill (GAAP) 422 422 403 403 384 384

Average tangible assets (non-GAAP) E $51,602 $41,606 $33,658 $126,866 $50,546 $40,061 $33,585 $124,192 $49,012 $38,854 $34,327 $122,193

Return on average total tangible assets (non-

GAAP) A/E 0.48% 1.43% NM 0.67% 0.40% 1.38% NM 0.63% 0.44% 1.42% NM 0.61%

Efficiency ratio

Noninterest expense (GAAP) F $596 $173 $41 $810 $611 $180 $33 $824 $609 $162 $39 $810

Net interest income (GAAP) 533 276 27 836 536 283 21 840 532 270 18 820

Noninterest income (GAAP) 219 100 28 347 218 111 10 339 226 104 11 341

Total revenue G $752 $376 $55 $1,183 $754 $394 $31 $1,179 $758 $374 $29 $1,161

Efficiency ratio (non-GAAP) F/G 79.25% 46.01% NM 68.49% 81.09% 45.48% NM 69.88% 80.42% 43.35% NM 69.84%

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

(dollars in millions)

Three Months Ended June 30, Three Months Ended March 31,

2014 2014

Consumer Commercial Consumer Commercial

Banking Banking Other Consolidated Banking Banking Other Consolidated

Net income (loss) (GAAP) A $44 $141 $128 $313 $32 $141($7) $166

Return on average tangible common equity

Average common equity (GAAP) B $4,640 $4,129 $10,838 $19,607 $4,568 $4,023 $10,779 $19,370

Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876

Average other intangibles (GAAP) 7 7 7 7

Add: Average deferred tax liabilities related to goodwill

(GAAP) 369 369 351 351

Average tangible common equity (non-GAAP) C $4,640 $4,129 $4,324 $13,093 $4,568 $4,023 $4,247 $12,838

Return on average tangible common equity (non-GAAP) A/C 3.87% 13.78% NM 9.59% 2.81% 14.17% NM 5.24%

Return on average total tangible assets

Average total assets (GAAP) D $48,556 $38,022 $40,570 $127,148 $47,610 $36,955 $39,339 $123,904

Less: Average goodwill (GAAP) 6,876 6,876 6,876 6,876

Average other intangibles (GAAP) 7 7 7 7

Add: Average deferred tax liabilities related to goodwill

(GAAP) 369 369 351 351

Average tangible assets (non-GAAP) E $48,556 $38,022 $34,056 $120,634 $47,610 $36,955 $32,807 $117,372

Return on average total tangible assets (non-GAAP) A/E 0.37% 1.50% NM 1.04% 0.27% 1.54% NM 0.57%

Efficiency ratio

Noninterest expense (GAAP) F $655 $157 $136 $948 $638 $153 $19 $810

Net interest income (GAAP) 546 264 23 833 537 256 15 808

Noninterest income (GAAP) 236 107 297 640 219 107 32 358

Total revenue G $782 $371 $320 $1,473 $756 $363 $47 $1,166

Efficiency ratio (non-GAAP) F/G 83.61% 42.36% NM 64.33% 84.39% 42.13% NM 69.43%

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FORWARD-LOOKING STATEMENTS

initiatives, potentially, probably, projects, outlook_ or similar expressions or future conditional verbs such as _may, will, should, would,_ and _could._

the rate of growth in the economy and employment levels, as well as general business and economic conditions;

our ability to implement our strategic plan, including the cost savings and efficiency components, and achieve our indicative performance targets;

our ability to remedy regulatory deficiencies and meet supervisory requirements and expectations;

liabilities resulting from litigation and regulatory investigations;

the effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;

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 Group).

In addition to the above factors, we also caution that the amount and timing of any future common stock dividends or share repurchases will depend on our financial condition, earnings, cash needs, regulatory constraints, capital requirements (including requirements of our subsidiaries), and any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will pay any dividends to holders of our common stock, or as to the amount of any such dividends. In addition, the timing and manner of the sale of RBS Group_s remaining ownership of our common stock remains uncertain, and we have no control over the manner in which RBS Group may seek to divest such remaining shares. Any such sale would impact the price of our shares of common stock.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under _Risk Factors_ in Part I, Item 1A in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on March 3, 2015.

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