1. finance
2. accounting and auditing

2015 Annual Meeting
May 5, 2015
Aspire to be a top‐performing regional bank, delivering well for all stakeholders
Colleagues
Offer fulfilling jobs
Regulators
Comply with letter and spirit of rules and regulations
Customers
C
t
Serve our customers well
Investors
Deliver strong value proposition and attractive
attractive returns
Communities & Society
S
Support sustainable prosperity
t
t i bl
it
C
Customer‐centric culture
i
l
1
Getting to top performing
We have a clear plan with specific objectives for each stakeholder
We have a clear plan with specific objectives for each stakeholder

Investors



Customers

Colleagues
Community
Regulators





Achieve current targets, then raise the bar
Strive for consistency in performance, limit tail risk
Strive for consistency in performance, limit tail risk
Target relatively high pay‐out ratio, steady and growing dividend
Continue to improve customer satisfaction
─ Top 10 in JD Power for Consumer segment
Top 10 in JD Power for Consumer segment
─ Top performer in RM quality, value of ideas in Commercial
Gain market share in targeted segments (Consumer & Commercial)
Achieve top quartile Organizational Health rating
A
hi
il O
i i
lH l h i
Continue to develop talent and enhance culture
Achieve heightened volunteer and financial giving aspirations
Use our position to improve the well‐being of the communities we serve
Achieve and sustain heightened standards across broad regulatory agenda, and earn the respect of our regulators
2
Our vision and strategy
Our objective is to be a top‐performing regional bank that delivers well for our stakeholders
O
bj ti i t b t
f
i
i
l b k th t d li
ll f
t k h ld
Our vision is to deliver the best possible banking experience
Our strategy to achieve this is to:
 Offer our customers a differentiated customer experience through the quality of our colleagues, products and services – Foster a culture around customer‐centricity, commitment to excellence, leadership, teamwork and integrity
teamwork and integrity
 Build a great brand that invokes trust from our customers and reinforces our value proposition
– Consumer: Simple. Clear. Personal.
– Commercial: Thought Leadership
Commercial: Thought Leadership
 Strive to deliver attractive risk‐adjusted returns by making good capital and resource allocation decisions, being good stewards of our resources, and rigorously evaluating our execution
 Operate with a strong balance sheet with regards to capital, liquidity and funding, coupled with a well‐defined and prudent risk appetite
 Maintain a balanced business mix between Commercial Banking and Consumer Banking
 Position the bank as a ‘community leader’ that makes a positive impact on the communities and local economies we serve
3
These strategies have been mapped to specific initiatives
Improved Consumer
Bank
 Reenergize Household growth
Continued Commercial Momentum
 Build out Mid‐Corporate &  Grow Auto
 Grow Education Finance
 Expand Business Banking
 Expand Mortgage sales force
d
l f
 Expand Wealth sales force
Enhanced Efficiency & Infrastructure




Specialty verticals
Continued development of Capital Markets
Build out Treasury Solutions
Build out Treasury Solutions
Grow Franchise Finance
Core Commercial growth
Embed Robust Risk/Regulatory Framework
Balance Sheet Growth/ Capital Mix Normalization
 Target 7 – 8% loan growth
 Complete $500 million remaining capital conversion transactions(1)
High‐Performing, Customer‐Centric Culture
 Target $200 million expense $
 CCAR progress: received non‐
 New Vision & Credo
savings by end of 2016
 Continue significant technology investment
objection on 2015 submission
 Regulatory issue remediation
 Organization Health Index / 1) Subject to regulatory approval. Leadership standards
4
Key to execution is the quality of our talent and instilling the right culture
People


Culture
To achieve this we need to continue to hire, develop, and retain the right talent

─ Customer
Focused on strengthening the leadership of the organization ─ Leadership
─ Accountability and execution
─ Over 18 months have attracted or promoted from within 24 new members to t df
ithi 24
b t
our Executive Leadership Group (top 120)

Culture is focused on:
─ Community focus
Building alignment and capability in our leadership
Execution: Intense focus delivering against the plan




Identified and communicated priority initiatives
Identified
and communicated priority initiatives
Assigned ownership
Aligned resources
Mapped out metrics and targets for each initiative 
Monitoring metrics regularly (vs. metrics regularly (vs
targets)

Maintaining flexibility to adapt based on progress and environment
5
We are led by a strong and experienced Board & Leadership Team
Leadership Team Member Title
Board Member
Committees
Bruce Van Saun
Chairman and Chief Executive Officer
Bruce Van Saun
Chairman and Chief Executive Officer
Eric Aboaf
Chief Financial Officer
Vice Chairman and Head of Citizens Business Services
Arthur F. Ryan David Bowerman
Lead Director; Chair of Compensation and Human Resources Committee; Member of Nominating and Corporate Governance Committee
Brad Conner
Vice Chairman and Head of Consumer Banking
Mark Casady
Member of Risk Committee
Anthony Di Iorio
Member of Audit Committee; Nominating and Corporate Governance Committee
Michael Cleary
EVP and Head of Distribution Consumer Banking
Robert Gillespie
Robert Gillespie
Stephen Gannon
EVP, General Counsel and Chief Legal Officer
William P. Hankowsky
Member of Audit Committee; Compensation and Human Resources Committee
Beth Johnson
EVP and Head of Corporate Strategy
Howard W. Hanna III
Member of Audit Committee; Nominating and Corporate Governance Committee
Corporate Governance Committee
Lee Higdon
Member of Audit Committee; Compensation and Human Resources Committee
Charles J. (“Bud”) Koch
Chair of Risk Committee; Member of Audit Committee
Shivan S. Subramaniam
Chair of Nominating and Corporate Governance Committee; Member of Risk Committee
y
Wendy A. Watson
Chair of Audit Committee;
Member of Risk Committee; Compensation ;
p
and Human Resources Committee
Marita Zuraitis
Member of Risk Committee
Susan LaMonica
Susan LaMonica
EVP and Director of Human Resources
EVP and Director of Human Resources
Don McCree Vice Chairman and Head of Commercial Banking, effective Sep 1, 2015 Robert Nelson
EVP and Chief Compliance Officer
Brian O’Connell
Brian O
Connell
EVP and Regional Director Technology Services
Robert Rubino
EVP and Interim Co‐Head of Commercial Banking
Nancy Shanik
EVP and Chief Risk Officer
Stephen Woods
EVP and Interim Co
EVP
and Interim Co‐Head
Head of of
Commercial Banking
Average industry experience of 26 years
6
We have targeted a 10%+ run‐rate ROTCE by the end of 2016
End 2016 Targets
Key Indicators 2011
2013(1)
2014
4Q14
Return on average tangible common equity ("ROTCE")(3) 4.2%
4.9%
6.7%
6.1%
Adjusted ROTCE
Adjusted
ROTCE(3)(4) 4.5%
5.1%
6.1%
6.8%
Adjusted return on average total tangible assets(3)(4)
0.5%
0.6%
0.7%
0.7%
1.0%+
Adjusted efficiency ratio(3)(4)
66%
69%
69%
67%
~60%
Tier 1 common equity ratio
13.3%
13.5%
12.4%
12.4%
~11%(2)
10%+
Making steady progress
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.
1)
2)
3)
4)
2013 excludes $4.4 billion pre‐tax ($4.1 billion after‐tax) goodwill impairment charge. See appendix for a reconciliation of non‐GAAP items.
~11% pro forma Basel III common equity Tier 1 ratio on a fully phased‐in basis. Non‐GAAP item. See appendix for a reconciliation of non‐GAAP items.
Excludes restructuring charges and special items, as applicable.
7
Plan spans three years to end of 2016, and tracking well
Targets progressed as planned in 2014
Targets progressed as planned in 2014 2014 Operating Plan
Net interest income
Net interest income
Loan portfolio
Credit quality
Efficiency ratio/
Cost saving initiatives
p
Loan‐to‐deposit ratio
Adjusted ROTCE (1)
(2)
p
p
2014 completed capital actions
Tier 1 Common Equity ratio
1) Non‐GAAP item. See appendix for a reconciliation of non‐GAAP items.
2) 2014 capital actions represented exchanges between CFG and RBS. 3) Pro forma Basel III common equity Tier 1 ratio on a fully phased‐in basis.

Mid‐single‐digit growth

35‐45 bps of net charge‐offs

<70% Efficiency ratio 70% Effi i
ti
28% of $200 million incremental cost saves 
completed by end of 2014
High‐single‐digit
High
single digit growth
growth

~ 6.0%

(6.8% in 4Q14)
$666 million equity exchange for sub‐debt;
$334 illi
$334 million sub‐debt issued/stock buyback
b d bt i
d/ t k b b k 
< 100%
~ 120 bps reduction
Targeting ~11%(3) by end of 2016

8
We’ve maintained a strong, clean balance sheet
 Well capitalized with a 4Q14 Tier 1 common equity ratio of 12.4%; pro forma common equity Tier 1 p
Q
q y
;p
q y
ratio of 12.1%(1) on a fully phased‐in Basel III basis
 Solid asset quality performance with 2014 net charge‐offs of 36 bps
 Strong deposit franchise with $83.6 billion of core deposits(2), or 87% of total period‐end deposits, and a total deposit cost of 17 bps
d
ld
f b
 Received non‐objection to 2015 CCAR submission
2014 period‐end 2014
period end
Tier 1 common equity ratio
2014 net charge‐offs/
2014
net charge offs/
average loans and leases
0.36%
12.4%
10.4%
0.34%
2014 average 2014
average
cost of deposits
0.17%
0.16%
0 33%
0.33%
0.29%
CFG
Peer
Average (3)
CFG
Core
Peer
Average (3)
CFG
Peer
Average (3)
Non‐Core
Source: SNL financial, Company filings
1) Non‐GAAP item. See appendix for reconciliation of non‐GAAP items. 2) Core deposits defined as deposits, excluding term deposits.
3) Peer banks include BB&T (BBT), Comerica (CMA), Fifth Third (FITB), KeyCorp (KEY), M&T (MTB), PNC (PNC), Regions (RF), SunTrust (STI), and U.S. Bancorp (USB).
9
The market has endorsed our strategy & execution to date
Shares have traded well
21%
5%
2%
0%
Sep 2014
Oct 2014
Nov 2014
CFG
Dec 2014
Jan 2015
Peer Average
Feb 2015
1
Mar 2015
Apr 2015
S&P 500
 Successful IPO in 3Q14: 161 million shares at $21.50, raised $3.5 billion
 Successful follow‐on selldown in 1Q15: 155 million shares at $23.75, raised $3.7 billion
 RBS ownership now 40.8%
RBS ownership now 40 8%
Share price chart as of 4/30/2015
1) Peer market capitalization weighted average includes BB&T, Comerica, Fifth Third, Keycorp, M&T Bank, PNC, Regions , SunTrust, and US Bancorp.
10
We are focused on fully meeting regulatory expectations
 Step‐change improvement in CCAR capabilities
– Integrated capital planning
– Deepened expertise in stress testing and modeling
– Achieving non‐objection to 2015 submission reflects significant effort and progress, with room for further improvement
– Quarterly dividend of 10₵/share and buybacks of $250 million each in 2Q15 and 3Q15 were approved Target ~11%
were approved. Target 11% CET1
CET1((1) ) ratio by end of 2016. ratio by end of 2016
 Significant progress in remediating regulatory issue backlog, though more to do
 Strengthened the risk culture
– Focus on proactive identification and management of risk
– Embedding risk appetite across the organization
 Intense focus on building an organization that evolves alongside heightened regulatory standards
t d d
1) Pro forma Basel III common equity Tier 1 ratio on a fully phased‐in basis.
11
1Q 2015: Off to a good start
Reported net income of $209 million – up 26% from last year
Completed largest bank first follow‐on offer ($3.7 billion) – RBS stake now reduced to 40.8%
Successfully passed regulatory capital exam and stress test
Recruited high‐quality leaders: Eric Aboaf (CFO), Don McCree
(Commercial Head)
Executing well overall against our strategies for all stakeholders
…2014 momentum continues
2014
i
12
Investment Thesis
Attractive, client‐centric franchise with scale
Strong, clean Strong
clean
balance sheet supports growth plans
 13thh largest U.S. retail bank holding company with attractive demographics in core markets
 Attractive business mix with growing and profitable commercial business complementing strong consumer business
 Client‐centric model focused on deepening customer relationships
 Peer‐leading capital ratios
g p
 Stable, low‐cost deposit base
 Solid asset quality through credit cycles
 Intense focus on strategic priorities driving attractive growth with Expected path to double digit
to double‐digit ROTCE
improving asset mix and returns
 Committed to driving enhanced efficiency and effectiveness
C
itt d t d i i
h
d ffi i
d ff ti
 Prudently optimizing capital structure and risk profile to help drive improved risk‐adjusted returns
Making good progress on a comprehensive plan to M
ki
d
h i
l t
deliver for stakeholders
13
Matters submitted for Matters
submitted for
stockholder vote
stockholder vote
14
Q
Q&A
15
Appendix
16
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,”
“ b bl ” “projects,”
“probably,”
“ j t ” “outlook”
“ tl k” or similar
i il expressions
i
or future
f t
conditional
diti
l verbs
b such
h as “may,”
“
” “will,”
“ ill ” “should,”
“ h ld ” “would,”
“
ld ” and
d “could.”
“ ld ”
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.
17
Non‐GAAP Financial Measures This document contains non‐GAAP financial measures. The table below presents reconciliations of certain non‐GAAP measures. These reconciliations exclude goodwill
impairment, 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 expense”, and “net income (loss)”. In addition, we present computations for “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" computation for 4Q14 is 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.
18
Non‐GAAP Reconciliation Table
(Excluding restructuring charges and special items)
$s in millions, except per share data
FULL YEAR
2013
2011
Net income (loss), excluding restructuring charges and special items:
Net income (loss) (GAAP)
Add: Restructuring charges and special items, net of income tax expense (benefit)
Net income, excluding restructuring charges and special items (non‐GAAP)
Net income (loss), excluding goodwill impairment:
Net income (loss) (GAAP)
Add: Goodwill Impairment, net of income tax expense (benefit)
Net income, excluding goodwill impairment (non‐GAAP)
A
B
$506
42 $548
A
Return on average tangible common equity (non‐GAAP)
Return on average tangible common equity, excluding goodwill impairment (non‐GAAP)
Return on average tangible common equity, excluding restructuring charges and special items (non‐GAAP)
Return on average total tangible assets, excluding restructuring charges and special items:
Average total assets (GAAP)
Less: Average goodwill (GAAP)
Less: Average other intangibles (GAAP)
Add: Average deferred tax liabilities related to goodwill (GAAP)
A
Average tangible assets (non‐GAAP)
t ibl
t (
GAAP)
Return on average total tangible assets, excluding restructuring charges and special items (non‐GAAP)
Noninterest expense, excluding restructuring charges and special items:
Noninterest expense (GAAP)
Less: Restructuring charges and special expense items
Noninterest expense, excluding restructuring charges and special items (non‐GAAP)
Efficiency ratio and efficiency ratio, excluding restructuring charges and special items:
Net interest income (GAAP)
Net
interest income (GAAP)
Noninterest income (GAAP)
Total revenue (GAAP)
Less: Special items ‐ Chicago gain
Total revenue, excluding special items (non‐GAAP)
Efficiency ratio, excluding restructuring charges and special items (non‐GAAP)
D
A/D
C/D
B/D
$865
(75) $790
$197
20 $217
$19,399
6,876 7 377 $12,893
$19,209
6,876 6 403 $12,730
($3,426)
4,080 $654
C
Return on average tangible common equity, return on average tangible common equity, excluding goodwill impairment and return on average tangible common equity, excluding restructuring charges and special items:
Average common equity (GAAP)
Less: Average goodwill (GAAP)
Less: Average other intangibles (GAAP)
Add: Average deferred tax liabilities related to goodwill (GAAP)
Average tangible common equity (non‐GAAP)
($3,426)
4,097 $671
QUARTERLY
4Q14
2014
$23,137
11,311 15 295 $12,106
$21,834
9,063 9 459 $13,221
4.2%
4.5%
4.9%
5.1%
6.7%
6.1%
6.1%
6.8%
$128,344
11,311 15 295 $117 313
$117,313
0.5%
$120,866
9,063 9 459 $112 253
$112,253
0.6%
$127,624
6,876 7 377 $121 118
$121,118
0.7%
$130,671
6,876 6 403 $124 192
$124,192
0.7%
F
$3,371
65 $3,306
$7,679
4,461 $3,218
$3,392
169 $3,223
$824
33 $791
$3,058
$3
058
1,632 $4,690
— $4,690
69%
$3,301
$3
301
1,678 $4,979
288 $4,691
69%
$840
339 $1,179
G
F/G
$3,320
$3
320
1,711 $5,031
— $5,031
66%
E
B/E
67%
1
Pro forma Basel III fully phased‐in common equity tier 1 capital ratio :
Common equity tier 1 (regulatory)
Less Change in DTA and other threshold deductions (GAAP)
Less: Change in DTA and other threshold deductions (GAAP)
Pro forma Basel III fully phased‐in common equity tier 1 (non‐GAAP)
Risk‐weighted assets (regulatory general risk weight approach)
Add: Net change in credit and other risk‐weighted assets (regulatory)
Basel III standardized approach risk‐weighted assets (non‐GAAP)
$13,173
(6)
(6) $13,179
105,964 2,882 $108,846
1
12.1 %
Pro forma Basel III fully phased‐in common equity tier 1 capital ratio (non‐GAAP)
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.
19