Citizens Financial (CFG) 8-K Deutsche Bank Global Financial Services Conference

Deutsche Bank Global Financial Services Conference

June 1, 2016

Eric Aboaf, Chief Financial Officer

Brad Conner, Head of Consumer Banking

Exhibit 99.1

Important Information and GAAP/Non-GAAP Information

2

This

document

contains

forward-looking

statements

within

the

Private

Securities

Litigation

Reform

Act

of

1995.

Any

statement

that

does

not

describe

historical

or

current

facts

is

a

forward-looking

statement.

These

statements

often

include

the

words

“believes,”

“expects,”

“anticipates,”

“estimates,”

“intends,”

“plans,”

“goals,”

“targets,”

“initiatives,”

“potentially,”

“probably,”

“projects,”

“outlook”

or

similar

expressions

or

future

conditional

verbs

such

as

“may,”

“will,”

“should,”

“would,”

and

“could.”

Forward-looking

statements

are

based

upon

the

current

beliefs

and

expectations

of

management,

and

on

information

currently

available

to

management.

Our

statements

speak

as

of

the

date

hereof,

and

we

do

not

assume

any

obligation

to

update

these

statements

or

to

update

the

reasons

why

actual

results

could

differ

from

those

contained

in

such

statements

in

light

of

new

information

or

future

events.

We

caution

you,

therefore,

against

relying

on

any

of

these

forward-looking

statements.

They

are

neither

statements

of

historical

fact

nor

guarantees

or

assurances

of

future

performance.

While

there

is

no

assurance

that

any

list

of

risks

and

uncertainties

or

risk

factors

is

complete,

important

factors

that

could

cause

actual

results

to

differ

materially

from

those

in

the

forward-looking

statements

include

the

following,

without

limitation:

negative

economic

conditions

that

adversely

affect

the

general

economy,

housing

prices,

the

job

market,

consumer

confidence

and

spending

habits

which

may

affect,

among

other

things,

the

level

of

nonperforming

assets,

charge-offs

and

provision

expense;

the

rate

of

growth

in

the

economy

and

employment

levels,

as

well

as

general

business

and

economic

conditions;

our

ability

to

implement

our

strategic

plan,

including

the

cost

savings

and

efficiency

components,

and

achieve

our

indicative

performance

targets;

our

ability

to

remedy

regulatory

deficiencies

and

meet

supervisory

requirements

and

expectations;

liabilities

and

business

restrictions

resulting

from

litigation

and

regulatory

investigations;

our

capital

and

liquidity

requirements

(including

under

regulatory

capital

standards,

such

as

the

Basel

III

capital

standards)

and

our

ability

to

generate

capital

internally

or

raise

capital

on

favorable

terms;

the

effect

of

the

current

low

interest

rate

environment

or

changes

in

interest

rates

on

our

net

interest

income,

net

interest

margin

and

our

mortgage

originations,

mortgage

servicing

rights

and

mortgages

held

for

sale;

changes

in

interest

rates

and

market

liquidity,

as

well

as

the

magnitude

of

such

changes,

which

may

reduce

interest

margins,

impact

funding

sources

and

affect

the

ability

to

originate

and

distribute

financial

products

in

the

primary

and

secondary

markets;

the

effect

of

changes

in

the

level

of

checking

or

savings

account

deposits

on

our

funding

costs

and

net

interest

margin;

financial

services

reform

and

other

current,

pending

or

future

legislation

or

regulation

that

could

have

a

negative

effect

on

our

revenue

and

businesses,

including

the

Dodd-Frank

Act

and

other

legislation

and

regulation

relating

to

bank

products

and

services;

a

failure

in

or

breach

of

our

operational

or

security

systems

or

infrastructure,

or

those

of

our

third

party

vendors

or

other

service

providers,

including

as

a

result

of

cyber

attacks;

management’s

ability

to

identify

and

manage

these

and

other

risks;

and

any

failure

by

us

to

successfully

replicate

or

replace

certain

functions,

systems

and

infrastructure

provided

by

The

Royal

Bank

of

Scotland

Group

plc

(RBS).

In

addition

to

the

above

factors,

we

also

caution

that

the

amount

and

timing

of

any

future

common

stock

dividends

or

share

repurchases

will

depend

on

our

financial

condition,

earnings,

cash

needs,

regulatory

constraints,

capital

requirements

(including

requirements

of

our

subsidiaries),

and

any

other

factors

that

our

board

of

directors

deems

relevant

in

making

such

a

determination.

Therefore,

there

can

be

no

assurance

that

we

will

pay

any

dividends

to

holders

of

our

common

stock,

or

as

to

the

amount

of

any

such

dividends.

More

information

about

factors

that

could

cause

actual

results

to

differ

materially

from

those

described

in

the

forward-looking

statements

can

be

found

under

“Risk

Factors”

in

Part

I,

Item

1A

in

our

Annual

Report

on

Form

10-K

for

the

year

ended

December

31,

2015,

filed

with

the

United

States

Securities

and

Exchange

Commission

on

February

26,

2016.

Note:

Percentage

changes,

per

share

amounts,

and

ratios

presented

in

this

document

are

calculated

using

whole

dollars.

Non-GAAP

Financial

Measures

This

document

contains

non-GAAP

financial

measures.

The

Appendix

presents

reconciliations

of

non-GAAP

measures

used

by

us

to

evaluate

our

operating

performance.

These

reconciliations

exclude

restructuring

charges

and/or

special

items,

which

are

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.

Non-GAAP

measures

presented

in

the

Appendix

include

reconciliations

to

the

most

directly

comparable

GAAP

measures

and

are,

as

applicable,

“net

interest

income”,

"noninterest

income",

"total

revenue",

"noninterest

expense",

”pre-provision

profit”,

“income

before

income

tax

expense”,

“income

tax

expense”,

"net

income",

"net

income

available

to

common

stockholders",

“salaries

and

employee

benefits”,

outside

services”,

“occupancy”,

“equipment

expense”,

“other

operating

expense”,

“net

income

per

average

common

share”,

“return

on

average

common

equity”,

“return

on

average

total

assets”,

"

average

deposits",

“net

interest

margin”

and

"

annualized

net

charge-off

rate".

In

addition,

we

present

computations

for

“tangible

book

value

per

common

share”,

"return

on

average

tangible

common

equity",

"return

on

average

total

tangible

assets",

"efficiency

ratio",

"operating

leverage"

and

"pro

forma

Basel

III

fully

phased-in

common

equity

tier

1

capital".

We

believe

these

non-GAAP

measures

provide

useful

information

to

investors

because

these

are

among

the

measures

used

by

our

management

team

to

evaluate

our

operating

performance

and

make

day-to-day

operating

decisions.

In

addition,

we

believe

restructuring

charges

and

special

items

in

any

period

do

not

reflect

the

operational

performance

of

the

business

in

that

period

and,

accordingly,

it

is

useful

to

consider

these

line

items

with

and

without

restructuring

charges

and

special

items.

We

believe

this

presentation

also

increases

comparability

of

period-to-period

results.

We

also

consider

pro

forma

capital

ratios

defined

by

banking

regulators

but

not

effective

at

each

period

end

to

be

non-GAAP

financial

measures.

Since

analysts

and

banking

regulators

may

assess

our

capital

adequacy

using

these

pro

forma

ratios,

we

believe

they

are

useful

to

provide

investors

the

ability

to

assess

our

capital

adequacy

on

the

same

basis.

Other

companies

may

use

similarly

titled

non-GAAP

financial

measures

that

are

calculated

differently

from

the

way

we

calculate

such

measures.

Accordingly,

our

non-GAAP

financial

measures

may

not

be

comparable

to

similar

measures

used

by

other

companies.

We

caution

investors

not

to

place

undue

reliance

on

such

non-GAAP

measures,

but

instead

to

consider

them

with

the

most

directly

comparable

GAAP

measure.

Non-GAAP

financial

measures

have

limitations

as

analytical

tools,

and

should

not

be

considered

in

isolation,

or

as

a

substitute

for

our

results

as

reported

under

GAAP.

Leading

deposit

market

share

of

10.7%

in

top

10

MSAs

(1)

–

#2 deposit market share in New England

Relatively diverse economies/affluent demographics

Serve 5 million+ individuals, institutions and companies

~17,900 colleagues

Retail presence in 11 states

Top

5

deposit

market

share

in

9

of

10

largest

MSAs

(1)

Buffalo, NY: #5

Albany, NY: #2

Pittsburgh, PA: #2

Cleveland, OH: #3

Manchester, NH: #1

Boston, MA: #2

Rochester, NY: #4

Philadelphia, PA: #4

Detroit, MI:

#8

Providence, RI: #1

Solid franchise with leading positions in attractive markets

3

Dimension

Rank

(2)

Assets: $140.1 billion

#13

Loans: $101.0 billion

#11

Deposits: $102.6 billion

#13

Branches: 1,200

#11

ATM network: 3,200

#7

Lead/joint lead

bookrunner

#9

(3)

Mortgage: $13.3 billion

#15

nationally

(4)

Student: $5.0 billion

Top 4 rank

nationally

(5)

Deposits: $102.6 billion

Top 5 rank:

9/10 markets

(1)

HELOC: $14.9 billion

Top 5 rank:

9/9 markets

(6)

Middle market lending

#5

(7)

Source: SNL Financial. Data as of 3/31/2016 or for 1Q16, unless otherwise noted.

1)Updated annually, as of 6/30/2015, excludes non-retail branches and banks with limited retail operations.

2)Ranking based on 12/31/2015 data, unless otherwise noted; excludes non-retail depository institutions, includes U.S. subsidiaries of foreign banks.

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

4)According to IMF Retail Originators Bank Only ranking; reflects CFG organic origination volume as of 4Q15.

5)CFG estimate, based on published company reports, where available, private student loan origination data as of 12/31/2015.

6)According to Equifax; origination volume as of 4Q15.

7)Based on market penetration, according to Greenwich Associates 4Q15 rolling four-quarter data (Citizens – Footprint - $25-500MM).

Reenergize Household growth

Expand Business Banking

Expand Wealth

Expand Mortgage

Reposition Auto

Grow Education Finance/

Installment loans

Build out Mid-corporate &

Industry Verticals

Continued development of

Capital & Global Markets

Build out Treasury Solutions

Grow Franchise Finance

Grow core Commercial Banking

-

e.g. CRE, Middle Market

Target

6

-

8%

average

loan growth

Target Basel III common equity

tier 1 ratio of 11.2-11.5% by

year end 2016

On track to deliver $90-115

million of pre-tax benefit from

TOP II program by end of 2016

Continue prudent and high-

return technology investment

Continued CCAR progress

Regulatory issue remediation

Improved corporate governance

Enhanced risk framework

Vision & Credo

Organization Health Index /

Leadership standards

Continue

to

uptier

talent

Improved

Consumer

Bank

Continued Commercial

Banking Momentum

Balance Sheet

Growth/Optimization

Capital Mix Normalization

Enhanced Efficiency &

Infrastructure

Embed Robust

Risk/Regulatory Framework

High-Performing, Customer-

Centric Culture

1) “Tapping our Potential” Phase II revenue and efficiency initiatives launched mid-2015.

4

We have developed specific initiatives to support our turnaround strategy

(1)

We are broadly executing well, and our performance is improving

Key elements of ’13-’16 plan

Status

Grow balance sheet,

net interest income

Consumer: Auto,

Student,

Mortgage

on track

Commercial:

Middle Market, Mid-corporate

&

Specialty Verticals, CRE, Franchise Finance

Grow fee business,

noninterest income

Consumer: Wealth, Mortgage, Business Banking,

Household

Growth

behind in select

areas but TOP II

offsetting

Commercial: Treasury Solutions, Capital Markets

Maintain asset sensitivity,

benefit from higher rates

Forward curve

with Fed funds rate at

175 bps by YE2016

behind

Tightly manage expense base,

deliver positive operating

leverage

$200 million cost save program, Tech spend

catch-up

on track

Manage capital ratios

back to peer levels

Target ~11% CET1 (stage I),

peer-like mix of total capital

on track

5

4.3%

3.6%

6.7%

3.0%

CFG

Peer average

5.0%

-5.7%

Strong loan growth

(Average total loan growth)

A scaled platform well-positioned to drive value

Continuing to drive balance sheet and revenue momentum in 2016

Growing revenues faster

(Revenue growth)

6

1Q16 vs. 1Q15

73 bps

above peers

4 bps

above peers

Higher NIM expansion

(Net interest margin change)

Source: SNL Financial and Company filings. Peers include CMA, BBT, FITB, KEY, PNC, RF, STI and USB; MTB excluded due to recent acquisition.

1)

Non-GAAP item. Adjusted results exclude, where applicable, $10 million net restructuring charges and special items. See reconciliation of Non-GAAP items in the Appendix.

Peer results adjusted for similar unusual or special revenue, expense and acquisition items.

CFG results

Peer average

(1)

Return on equity

(Adjusted return on average

tangible common equity

(1)

change)

132 bps

above peers

(12) bps

(144) bps

Strong operating leverage

(YoY

Adjusted operating leverage

(1)

)

294 bps

130 bps

better than

peers

164 bps

Accelerating profitability

(Adjusted EPS change

(1)

)

1,070 bps

above peers

9 bps

5 bps

CFG

Broad set of opportunities identified

Developing program targets and timing

Program is focused on

efficiencies, balance sheet

management,

cross-sell and tax rate.

Have developed continuous improvement mindset: TOP Programs

7

TOP I

TOP II

Initial thoughts on TOP III

Expenses

Salaries and benefits:

Market alignment of

benefits, organizational

redesign and reduction

in FTEs

Occupancy: Branch

optimization, surplus

office exit

Other: Expand technology

outsourcing model, vendor

consolidation, IT application

consolidation, strengthened

sourcing, travel and A/V and

enhance loss collection

Revenue

Revenue enhancements:

–

Consumer distribution

channel effectiveness 

–

Commercial and

Consumer cross-sell

Pricing: Improve

customer pricing

methodology to better align

with competitive landscape

Expense

Efficiency: Operations

transformation and vendor

management

Launched first half 2014

Achieved $200 million annual cost

saves by end of 2015

Launched mid 2015

On track to deliver $90-115 million

annual pre-tax benefit by end of 2016

Tapping Our Potential (TOP) programs driving revenue growth and expense efficiencies

~$120

million

~$20

million

~$60

million

$20-25

million

$30-40

million

$40-50

million

Home Equity

•

$17.8B loans

•

$4.0B originations

•

Top 5 HELOC

originator in key

markets

(6)

•

Primarily branch-

sourced

Consumer Banking key business lines

8

•

1,200 branches

(1)

•

3,200 ATMs

•

1.8MM online 

households

•

632K active mobile

households

•

2013, 2014 & 2016

Javelin Mobile

Banking Leader

(2)

•

10MM contact-

center

calls/year

Distribution

Simon Griffiths

Joined 2015

Everyday Banking

John Rosenfeld

Joined 2013

Wealth

Management

John Bahnken

Joined 2015

Consumer Lending

Brendan Coughlin

Expanded Role 2015

•

$53.8B retail

deposits

•

2.2MM checking

households

•

$1.5B credit card

loans

•

607,000 credit cards

•

1.7MM debit cards

•

$22.5B in card

purchase volume

•

$12.3B loans

•

$5.7B originations

442 loan officers

•

#15 retail

originator as of

4Q15

(5)

1)

Includes 344 in-store branches.

2)

Mobile Banking Leader in App Rating category. Javelin Strategy & Research.

3)

Includes Series 7 licensed Financial Consultants, Premier Bankers and Private Bank client advisors.

4)

Households

with

investable/savings

assets

of

$200,000

-

$1.5

million.

5)

Source: IMF. Bank only ranking.

6)

According to Equifax; origination volume as of 4Q15.

7)

Includes SCUSA purchases.

8)

Includes

Education

Refinance

Loan,

In-School

loan

and

SoFi

purchases.

9)

As of 3/31/16.

National

Focused on prudent balance sheet growth and fee income opportunities

In-Footprint

Home Mortgage

Chris Nard

Joined 2015

•

$6.5B AUM

•

493 Wealth

Managers

(3)

•

66K Premier

households

(4)

Business Banking

Chris Ward

New Role 2016

•

$13.3B deposits

•

$3.0B loans

•

330K customers

•

366 business

bankers

Auto Finance

•

$13.5B loans

•

$7.0B prime originations

(7)

•

6,800+ dealers/43 states

Education Finance

•

$3.3B portfolio

•

$2.2B originations

(8)

•

2,400+ U.S. 4-yr colleges/universities

•

Education Refi-loan launched in 2014

iUp/Unsecured

•

Launched iUp program

in 2H 2015; $310MM

portfolio

(9)

Consumer Lending

Note: Data as of 12/31/15 unless otherwise noted. Loan and deposit data FY2015 average and originations FY2015.

Serving ~2.6MM households and 330K small businesses

Adapting to serve customers better

9

Citizens Checkup

Digitization

Launched in Feb 2016 as part of

TOP II

Designed to target Affluent/Mass

Affluent

(1)

Contacted over 327K customers 

with 82K appointments booked

Drive more leads and cross-sell

Leverage home equity, ERL and

Business to enhance relationships

Build out wealth offering, including

delivery and capabilities

Award-winning mobile and online

platforms driving move to digital

1.8MM online banking HHs

632K active mobile HHs

31% non-branch deposits,

up from 12% in 2013

(2)

Investing to meet changing

customer preferences

Improve account opening, sign

on and customer alert

experience

Focused on driving enhanced cross sell and improved customer experience

Note: Data as of 12/31/15 unless otherwise noted.

1)

Affluent

defined

as

clients

with

liquid

assets

of

$500,000

-

$2

million.

Mass

Affluent

defined

as

clients

with

liquid

assets

of

$100,000

-

$500,000.

2)

Remote deposit capture launched in 2Q14.

Network revitalization

Leverage branch lease expirations

to reshape the network while

meeting the following objectives:

Generate more opportunities

for colleagues to meaningfully

engage with customers

“Right-size” physical network to

drive square footage of average

branch down by 40-50%

Mitigate increasing cost base

Facilitate cross-channel

experience with self service

capabilities

New design concept allows for

brand consistency and flexibility

to tailor branches to match needs

of specific customer base

4.6%

7.3%

8.7%

17.4%

25.6%

32.8%

55.0%

70.6%

HELOC

4.9

5.0

5.1

2013

2014

2015

12%

25%

31%

42%

2013

2014

2015

2016

Target

2.111

2.156

2.182

2013

2014

2015

And drive improved cross-sell and efficiency

10

Note: Data as of 12/31/15 unless otherwise noted.

1)

Penetration rates based on total deposit households. Direct deposit and online bill pay based only on checking households. 19 possible cross-sell categories counted across

both products and services. Investment product penetration based on total households.

Product penetration %

(1)

Products & services per HH

(1)

Non-branch

deposit transactions

Direct deposit

Consumer loan

Credit card

Online bill pay

Investment

Product

Mortgage

Active online

banking

Leveraging marketing and enhanced customer

outreach to drive improved customer

acquisition, engagement, cross-sell and

retention

–

Launched Simple. Clear. Personal. campaign

in late 2013

–

Launched “Ask a Citizen” campaign in      

early 2015

–

Expanded use of social and online channels

and product advertising

Consumer checking HHs

(in millions)

48%

30%

18%

4%

2016

Wealth Management opportunity

11

Highly attractive client base with significant opportunity to increase client penetration

and share of wallet

HNW

Affluent

Mass Affluent

Pre-mass & Mass

Average CFG WM

Target HH

Investment Balance

of $91K vs. $210K

average for Peers

(4)

CFG HHs

(1)

~52% of CFG HHs

are Mass Affluent,

Affluent or High Net

Worth vs. ~49% for

Peers

(2)

51%

49%

Peers

Peer HHs

Pre-mass & Mass

HNW/Affluent/

Mass Affluent

11.1%

14.5%

WM Target Segment

HH

penetration

WM Target Segment

HH share of

investment wallet

30%

15%

Estimated

industry

average

(3)

(5)

(5)

1) As of April 2016; wealth segment definitions from IXI.

2) BAI Benchmarking report. Data from May 2015.  In footprint peers include BAC, JPM, USB, WFC, FITB, SAN, TD, HBAN, MTB, CMA, and WBS.

3) Based on internal CFG management estimate.

4) CFG data as of December 2015; represents Mass Affluent, Affluent, and High Net Worth household investment balances, among households in those segments with a CFG

investment product. Peer data from BAI Benchmarking report as of May 2014; represents average balance of “investment households” with at least one deposit account 

across all wealth segments; peer set includes BAC, WFC, PNC, TD, USB, FITB, HBAN, STI, CBSH, BMO Harris, BBVA Compass, and BBT.

5) WM Target Segment includes Mass Affluent, Affluent and High Net Worth households with any Citizens Bank product. HH penetration reflects clients with one or more 

CFG investment products.

Deepening share with existing Citizens clients is biggest growth opportunity

1)

Internal CFG data as of Sep 2015; wallet segment definitions from IXI; Company data/analysis.

2)

Represents 1% share of existing CFG client deposit and investment balances held at other firms.

12

Modest wallet share gains offer opportunity to generate balance growth 

Deposit and Investment Balances, Existing

Consumer Banking Households

(1)

CFG HH Deposits at other firms

CFG HH Deposits & Investments

CFG HH Investments at other firms

$s in billions

Opportunity from 1%

Increase in

Off-Us Balances

(2)

$1.7B

$4.6B

$3.9B

Share of Deposits

/Investments

(1)

13%

4%

8%

Primary Advisors

Licensed Banker & FC

Private Bank

Premier Banker & FC

Strategy/

Product Offering

Deepen Through Citizens

Checkup/Platinum

Deepen Through Private

Bank

Deepen Through Premier

Mass Affluent

(789K)

Affluent

(432K)

High Net Worth

(106K)

Segment

(# of HHs)

$25.6

$33.7

$18.3

$66.7

$93.0

$72.2

$98.7

$295.1

$385.6

$191.0

$421.8

$476.0

Delivering an integrated banking and investing experience through advisory-based team models

2016 & Beyond

Note: Data as of year-end.

As we enhance our advisor platform to increase our focus on more affluent clients

Plans to augment advisor base and increase focus

on serving more affluent clients as we refine

channel focus to include adding digital solutions

13

Portfolio

Manager

Trust Officer

Credit

Specialist

Wealth

Strategist

Wealth FC

Clients

Senior Banker

Banker

Trust Officer

Clients

Premier Banker

Premier FC

Licensed Banker

Private Bank

Premier

Platinum Status

High

Net

Worth

Team

Mass

Affluent

Team

500

438

332

100

360

318

306

290

170

162

132

113

2016 Target

2015

2014

2013

Premier Banker

Financial Consultants

Licensed Banker

Mortgage

Lending

Affluent

Team

Clients

In summary, large wealth opportunity and focused strategy to pursue

1)

Source: SNL Financial and 10-Ks.

14

Accelerate the growth of clients into our value proposition in order to deepen product

penetration and share of wallet and drive fee income growth

Strategy

$s in billions

Scaling advisor base to opportunity and

enhancing alignment between Bankers & FCs

—

Platinum

—

Premier

—

Private

Designing products and experiences tailored to

target segments

—

Launching “Platinum” offering in 2016 for

mass affluent segment

—

Enhancing loan, deposit and investment

products

Strengthening sales processes to drive towards

an integrated advisory model and more

managed accounts

—

360°

view of the customer

—

Citizens Checkup

Exploring digital investment solutions

Primary Focus

0.59%

0.52%

0.51%

0.41%

0.38%

0.38%

0.34%

0.31%

0.24%

0.14%

0.13%

MTB

KEY

PNC

USB

STI

Peer

avg

FITB

CMA

RF

BBT

CFG

Opportunity to drive fee income growth

(Wealth Fees/Earning Assets

(1)

)

Appendix

15

Non-GAAP reconciliation table

16

(Excluding restructuring charges and special items)

$s in millions, except per share data

2016

2015

2016 Change from 2015

Noninterest income, excluding special items:

Noninterest income (GAAP)

$330

$347

Less: Special items

—

—

Noninterest income, excluding special items (non-GAAP)

$330

$347

(4.9)%

Total revenue, excluding special items:

Total revenue (GAAP)

A

$1,234

$1,183

Less: Special items

-

-

Total revenues, excluding special items (non-GAAP)

B

$1,234

$1,183

4.3 %

Noninterest expense, excluding restructuring charges and special items:

Noninterest expense (GAAP)

C

$811

$810

Less: Restructuring charges and special items

—

10 

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

D

$811

$800

1.4 %

Efficiency ratio:

Efficiency ratio (non-GAAP)

C/A

66 %

68 %

(283) bps

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

D/B

66 %

68 %

(199) bps

Operating leverage:

Total revenue (GAAP)

A

$1,234

$1,183

4.3%

Noninterest expense (GAAP)

C

$811

$810

0.1%

Operating leverage (non-GAAP)

419

bps

Operating leverage, excluding restructuring charges and special items:

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

B

$1,234

$1,183

4.3%

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

D

$811

$800

1.4%

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

294

bps

Net income, excluding restructuring charges and special items:

Net income (GAAP)

E

$223

$209

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

—

6 

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

F

$223

$215

3.7 %

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

Net income available to common stockholders (GAAP)

G

$216

$209

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

-

6

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

H

$216

$215

0.5 %

Net income per average common share -

basic and diluted,

excluding restructuring charges and  special  items:

Average common shares outstanding -

basic

(GAAP)

I

528,070,648 

546,291,363 

Average common shares outstanding -

diluted (GAAP)

J

530,446,188 

549,798,717 

Net income available to common stockholders (GAAP)

G

$216

$209

Net income per average common share -

basic (GAAP)

G/I

0.41

0.38

8 %

Net income per average common share -

diluted (GAAP)

G/J

0.41

0.38

8 %

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

H

216 

215 

Net income per average common share

-

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

H/I

0.41

0.39

5 %

Net income per average common share

-

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

H/J

0.41

0.39

5 %

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

Average common equity (GAAP)

$19,567

$19,407

Less: Average goodwill (GAAP)

6,876 

6,876 

Less: Average other intangibles (GAAP)

3 

5 

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

481 

422 

Average tangible common equity (non-GAAP)

K

$13,169

$12,948

Return on average tangible common equity (non-GAAP)

G/K

6.61 %

6.53 %

8

bps

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

H/K

6.61 %

6.73 %

(12)

bps

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

Average total assets (GAAP)

L

$138,780

$133,325

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

F/L

0.65 %

0.65 %

-

bps  

FOR THE QUARTER ENDED MARCH 31,

Non-GAAP reconciliation table

17

(Excluding restructuring charges and special items)

$s in millions

1)

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

methodology for calculating RWAs, effective January 1, 2015.

2016

2009

Pro

forma

Basel

III

fully

phased-in

common

equity

tier

1

capital

ratio :

Common equity tier 1 (regulatory)

$13,570

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

1 

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

M

$13,569

Risk-weighted assets (regulatory general risk weight approach)

$116,591

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

232 

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

N

$116,823

Pro

forma

Basel

III

fully

phased-in

common

equity

tier

1

capital

ratio

(non-GAAP)

1

M/N

11.6%

Core annualized net charge-offs:

Net charge-offs

O

$83

Average total loans and leases

P

100,262 

Annualized net charge-off rate

O/P

0.33%

Core net charge-offs

Q

$73

Core average total loans and leases

R

98,045 

Core annualized net charge-off rate (non-GAAP)

Q/R

0.30%

Core average deposits:

Average deposits

S

$101,981

$98,777

Less: Non-core average deposits

17,131

31,274

Core average deposits (non-GAAP)

T

$84,850

$67,503

Core average deposits as a percentage of reported average deposits

T/S

83%

68%

FOR THE QUARTER

ENDED MARCH 31,

FOR THE YEAR

ENDED DECEMBER

1

18