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Delaware
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05-0412693
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Table of Contents
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AFS
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Available for Sale
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ALLL
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Allowance for Loan and Lease Losses
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AOCI
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Accumulated Other Comprehensive Income
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ASU
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Accounting Standards Update
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ATM
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Automatic Teller Machine
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BHC
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Bank Holding Company
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bps
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Basis Points
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C&I
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Commercial and Industrial
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Capital Plan Rule
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Federal Reserve’s Regulation Y Capital Plan Rule
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CBNA
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Citizens Bank, N.A.
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CBPA
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Citizens Bank of Pennsylvania
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CCAR
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Comprehensive Capital Analysis and Review
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CCO
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Chief Credit Officer
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CET1
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Common Equity Tier 1
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CEO
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Chief Executive Officer
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CFO
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Chief Financial Officer
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Citizens or CFG or the Company
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Citizens Financial Group, Inc. and its Subsidiaries
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CLTV
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Combined Loan-to-Value
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CMO
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Collateralized Mortgage Obligation
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CRE
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Commercial Real Estate
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CRO
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Chief Risk Officer
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DFAST
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Dodd-Frank Act Stress Test
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Dodd-Frank Act
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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
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EPS
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Earnings Per Share
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ESPP
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Employee Stock Purchase Program
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ERISA
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Employee Retirement Income Security Act of 1974
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Fannie Mae (FNMA)
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Federal National Mortgage Association
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FASB
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Financial Accounting Standards Board
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FDIC
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Federal Deposit Insurance Corporation
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FHLB
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Federal Home Loan Bank
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FICO
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Fair Isaac Corporation (credit rating)
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FRB
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Federal Reserve Bank
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FRBG
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Federal Reserve Board of Governors
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Freddie Mac (FHLMC)
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Federal Home Loan Mortgage Corporation
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FTP
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Funds Transfer Pricing
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GAAP
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Accounting Principles Generally Accepted in the United States of America
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GDP
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Gross Domestic Product
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Ginnie Mae (GNMA)
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Government National Mortgage Association
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HELOC
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Home Equity Line of Credit
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HTM
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Held To Maturity
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IPO
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Initial Public Offering
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LCR
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Liquidity Coverage Ratio
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LGD
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Loss Given Default
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LIBOR
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London Interbank Offered Rate
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LIHTC
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Low Income Housing Tax Credit
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LTV
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Loan-to-Value
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MBS
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Mortgage-Backed Securities
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MD&A
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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MSR
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Mortgage Servicing Rights
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NSFR
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Net Stable Funding Ratio
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OCC
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Office of the Comptroller of the Currency
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OCI
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Other Comprehensive Income
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OIS
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Overnight Index Swap
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OTC
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Over the Counter
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PD
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Probability of Default
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peers or peer banks or peer regional banks
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BB&T, Comerica, Fifth Third, KeyCorp, M&T, PNC, Regions, SunTrust and U.S. Bancorp
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RBS
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The Royal Bank of Scotland Group plc or any of its subsidiaries
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RPA
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Risk Participation Agreement
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RWA
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Risk-weighted Assets
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SBO
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Serviced by Others loan portfolio
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SVaR
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Stress Value-at-Risk
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TDR
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Troubled Debt Restructuring
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VaR
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Value-at-Risk
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Page
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March 31, 2015
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December 31, 2014
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(in millions, except share data)
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(Unaudited)
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ASSETS:
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Cash and due from banks
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$954
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$1,171
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Interest-bearing cash and due from banks
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4,050
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2,105
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Interest-bearing deposits in banks
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615
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370
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Securities available for sale, at fair value
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19,041
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18,656
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Securities held to maturity (fair value of $5,281 and $5,193, respectively)
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5,178
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5,148
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Other investment securities
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867
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872
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Loans held for sale, at fair value
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322
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256
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Other loans held for sale
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54
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25
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Loans and leases
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94,494
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93,410
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Less: Allowance for loan and lease losses
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1,202
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1,195
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Net loans and leases
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93,292
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92,215
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Derivative assets (related party balances of $14 and $1, respectively)
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742
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629
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Premises and equipment, net
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584
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595
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Bank-owned life insurance
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1,535
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1,527
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Goodwill
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6,876
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6,876
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Other assets (related party balances of $8 and $7, respectively)
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2,425
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2,412
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TOTAL ASSETS
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$136,535
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$132,857
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LIABILITIES AND STOCKHOLDERS’ EQUITY:
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LIABILITIES:
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Deposits:
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Noninterest-bearing
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$26,670
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$26,086
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Interest-bearing (related party balances of $5 and $5, respectively)
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72,320
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69,621
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Total deposits
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98,990
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95,707
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Federal funds purchased and securities sold under agreements to repurchase
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4,421
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4,276
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Other short-term borrowed funds
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7,004
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6,253
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Derivative liabilities (related party balances of $276 and $387, respectively)
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616
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612
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Deferred taxes, net
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586
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493
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Long-term borrowed funds (related party balances of $2,000 and $2,000, respectively)
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3,904
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4,642
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Due to broker
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61
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—
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Other liabilities (related party balances of $33 and $30, respectively)
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1,389
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1,606
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TOTAL LIABILITIES
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$116,971
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$113,589
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Contingencies (refer to Note 13)
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STOCKHOLDERS’ EQUITY:
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Preferred stock:
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$25.00 par value, 100,000,000 shares authorized and no shares outstanding at March 31, 2015 and December 31, 2014
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$—
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$—
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Common stock:
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$0.01 par value, 1,000,000,000 shares authorized, 562,673,438 shares issued and 547,490,812 shares outstanding at March 31, 2015, and 1,000,000,000 shares authorized, 560,262,638 shares issued and 545,884,519 shares outstanding at December 31, 2014
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6
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6
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Additional paid-in capital
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18,707
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18,676
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Retained earnings
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1,448
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1,294
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Treasury stock, at cost, 15,182,626 and 14,378,119 shares at March 31, 2015 and December 31, 2014, respectively
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(357
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)
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(336
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)
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Accumulated other comprehensive loss
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(240
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)
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(372
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)
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TOTAL STOCKHOLDERS’ EQUITY
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$19,564
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$19,268
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$136,535
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$132,857
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Three Months Ended March 31,
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(in millions, except share and per-share data)
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2015
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2014
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INTEREST INCOME:
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Interest and fees on loans and leases (related party balances of $18 and $18, respectively)
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$779
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$730
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Interest and fees on loans held for sale
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1
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1
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Interest and fees on other loans held for sale
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2
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12
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Investment securities
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159
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149
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Interest-bearing deposits in banks
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1
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1
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Total interest income
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942
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893
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INTEREST EXPENSE:
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|
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Deposits
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52
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33
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|
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Deposits held for sale
|
—
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2
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Federal funds purchased and securities sold under agreements to repurchase (related party balances of $5 and $13, respectively)
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7
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15
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Other short-term borrowed funds (related party balances of $10 and $16, respectively)
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15
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19
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|
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Long-term borrowed funds (related party balances of $20 and $12, respectively)
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32
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16
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|
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Total interest expense
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106
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85
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|
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Net interest income
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836
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808
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|
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Provision for credit losses
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58
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|
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121
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|
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Net interest income after provision for credit losses
|
778
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687
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|
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NONINTEREST INCOME:
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|
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Service charges and fees (related party balances of $1 and $2, respectively)
|
135
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139
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|
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Card fees
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52
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|
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56
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|
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Trust and investment services fees
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36
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|
39
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|
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Foreign exchange and trade finance fees (related party balances of $35 and ($6), respectively)
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23
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22
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|
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Capital markets fees (related party balances of $3 and $3, respectively)
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22
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18
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Mortgage banking fees
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33
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20
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Bank-owned life insurance income
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12
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11
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Securities gains, net
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8
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|
25
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|
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Other-than-temporary impairment:
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|
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Total other-than-temporary impairment losses
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(31
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)
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(34
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)
|
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Portions of loss recognized in other comprehensive income (before taxes)
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30
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|
|
30
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|
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Net impairment losses recognized in earnings
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(1
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)
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(4
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)
|
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Other income (related party balances of ($68) and ($53), respectively)
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27
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32
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|
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Total noninterest income
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347
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358
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|
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NONINTEREST EXPENSE:
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|
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Salaries and employee benefits
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419
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405
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Outside services (related party balances of $2 and $8, respectively)
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79
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83
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Occupancy
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80
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81
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|
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Equipment expense
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63
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64
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|
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Amortization of software
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36
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31
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Other operating expense
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133
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146
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Total noninterest expense
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810
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810
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Income before income tax expense
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315
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235
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Income tax expense
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106
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69
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|
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NET INCOME
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$209
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$166
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Weighted-average common shares outstanding:
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|
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Basic
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546,291,363
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559,998,324
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Diluted
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549,798,717
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559,998,324
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Per common share information:
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|
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Basic earnings
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$0.38
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$0.30
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Diluted earnings
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0.38
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0.30
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|
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Dividends declared and paid
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0.10
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|
0.04
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Three Months Ended March 31,
|
||||||
(in millions)
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2015
|
|
|
2014
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|
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Net income
|
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$209
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|
|
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$166
|
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Other comprehensive income (loss):
|
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|
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Net unrealized derivative instrument gains (losses) arising during the periods, net of income taxes of $39 and $34, respectively
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65
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|
|
59
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|
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Reclassification adjustment for net derivative losses included in net income, net of income taxes of ($1) and $4, respectively
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(2
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)
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7
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|
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Net unrealized available for sale securities gains (losses) arising during the periods, net of income taxes of $54 and $41, respectively
|
|
90
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|
|
71
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|
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Other-than-temporary impairment not recognized in earnings on securities, net of income taxes of ($11) and ($11), respectively
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(19
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)
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|
(19
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)
|
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Reclassification of net securities gains to net income, net of income taxes of ($3) and ($7), respectively
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(4
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)
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(14
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)
|
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Defined benefit pension plans:
|
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|
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Amortization of actuarial loss, net of income taxes $1 and $1, respectively
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2
|
|
|
1
|
|
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Total other comprehensive income, net of income taxes
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|
132
|
|
|
105
|
|
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Total comprehensive income
|
|
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$341
|
|
|
|
$271
|
|
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Treasury Stock, at Cost
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
|
|||||||||||||
(in millions)
|
Shares
|
Amount
|
||||||||||||||||||
Balance at January 1, 2014
|
560
|
|
|
$6
|
|
|
$18,603
|
|
|
$1,235
|
|
|
$—
|
|
|
($648
|
)
|
|
$19,196
|
|
Dividend to RBS
|
—
|
|
—
|
|
—
|
|
(25
|
)
|
—
|
|
—
|
|
(25
|
)
|
||||||
Total comprehensive income:
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
166
|
|
—
|
|
—
|
|
166
|
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
105
|
|
105
|
|
||||||
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
166
|
|
—
|
|
105
|
|
271
|
|
||||||
Balance at March 31, 2014
|
560
|
|
|
$6
|
|
|
$18,603
|
|
|
$1,376
|
|
|
$—
|
|
|
($543
|
)
|
|
$19,442
|
|
Balance at January 1, 2015
|
546
|
|
|
$6
|
|
|
$18,676
|
|
|
$1,294
|
|
|
($336
|
)
|
|
($372
|
)
|
|
$19,268
|
|
Dividend to common stockholders
|
—
|
|
—
|
|
—
|
|
(16
|
)
|
—
|
|
—
|
|
(16
|
)
|
||||||
Dividend to RBS
|
—
|
|
—
|
|
—
|
|
(39
|
)
|
—
|
|
—
|
|
(39
|
)
|
||||||
Share-based compensation plans
|
1
|
|
—
|
|
29
|
|
—
|
|
(21
|
)
|
—
|
|
8
|
|
||||||
Employee stock purchase plan shares purchased
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
||||||
Total comprehensive income:
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
—
|
|
—
|
|
209
|
|
—
|
|
—
|
|
209
|
|
||||||
Other comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
132
|
|
132
|
|
||||||
Total comprehensive income
|
—
|
|
—
|
|
—
|
|
209
|
|
—
|
|
132
|
|
341
|
|
||||||
Balance at March 31, 2015
|
547
|
|
|
$6
|
|
|
$18,707
|
|
|
$1,448
|
|
|
($357
|
)
|
|
($240
|
)
|
|
$19,564
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
|
$209
|
|
|
|
$166
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for credit losses
|
58
|
|
|
121
|
|
||
Originations of mortgage loans held for sale
|
(495
|
)
|
|
(307
|
)
|
||
Proceeds from sales of mortgage loans held for sale
|
462
|
|
|
352
|
|
||
Purchases of commercial loans held for sale
|
(288
|
)
|
|
—
|
|
||
Proceeds from sales of commercial loans held for sale
|
262
|
|
|
—
|
|
||
Amortization of terminated cash flow hedges (related party balances of $4 and $12, respectively)
|
4
|
|
|
12
|
|
||
Depreciation, amortization and accretion
|
113
|
|
|
96
|
|
||
Mortgage servicing rights valuation recovery
|
(1
|
)
|
|
(4
|
)
|
||
Securities impairment
|
1
|
|
|
4
|
|
||
Deferred income taxes
|
14
|
|
|
58
|
|
||
Share-based compensation
|
6
|
|
|
19
|
|
||
Loss on disposal/impairment of premises and equipment
|
—
|
|
|
1
|
|
||
Gain on sales of:
|
|
|
|
||||
Debt securities available for sale
|
(8
|
)
|
|
(25
|
)
|
||
Marketable equity securities available for sale
|
(2
|
)
|
|
—
|
|
||
(Increase) decrease in other assets (related party balances of ($13) and $61, respectively)
|
(136
|
)
|
|
280
|
|
||
Decrease in other liabilities (related party balances of ($109) and ($38), respectively)
|
(101
|
)
|
|
(73
|
)
|
||
Net cash provided by operating activities
|
98
|
|
|
700
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Investment securities:
|
|
|
|
||||
Purchases of securities available for sale
|
(2,190
|
)
|
|
(3,697
|
)
|
||
Proceeds from maturities and paydowns of securities available for sale
|
865
|
|
|
694
|
|
||
Proceeds from sales of securities available for sale
|
1,101
|
|
|
711
|
|
||
Purchases of other investment securities
|
(6
|
)
|
|
—
|
|
||
Proceeds from sales of other investment securities
|
11
|
|
|
—
|
|
||
Purchases of securities held to maturity
|
(181
|
)
|
|
(1,174
|
)
|
||
Proceeds from maturities and paydowns of securities held to maturity
|
150
|
|
|
40
|
|
||
Net decrease in interest-bearing deposits in banks
|
(245
|
)
|
|
(66
|
)
|
||
Net increase in loans and leases
|
(1,183
|
)
|
|
(1,486
|
)
|
||
Net increase in bank-owned life insurance
|
(8
|
)
|
|
(11
|
)
|
||
Premises and equipment:
|
|
|
|
||||
Purchases
|
(18
|
)
|
|
(7
|
)
|
||
Proceeds from sales
|
11
|
|
|
—
|
|
||
Capitalization of software
|
(47
|
)
|
|
(40
|
)
|
||
Net cash used in investing activities
|
(1,740
|
)
|
|
(5,036
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Net increase in deposits
|
3,283
|
|
|
470
|
|
||
Net increase in federal funds purchased and securities sold under agreements to repurchase
|
145
|
|
|
1,289
|
|
||
Net increase in other short-term borrowed funds
|
—
|
|
|
2,700
|
|
||
Repayments of long-term borrowed funds
|
(3
|
)
|
|
(3
|
)
|
||
Dividends declared and paid to common stockholders
|
(16
|
)
|
|
—
|
|
||
Dividends declared and paid to RBS
|
(39
|
)
|
|
(25
|
)
|
||
Net cash provided by financing activities
|
3,370
|
|
|
4,431
|
|
||
Increase in cash and cash equivalents
|
1,728
|
|
|
95
|
|
||
Cash and cash equivalents at beginning of period
|
3,276
|
|
|
2,757
|
|
||
Cash and cash equivalents at end of period
|
|
$5,004
|
|
|
|
$2,852
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||
(in millions)
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
|
Amortized Cost
|
Gross Unrealized Gains
|
Gross Unrealized Losses
|
Fair Value
|
||||||||||||||||
Securities Available for Sale
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
|
$15
|
|
|
$—
|
|
|
$—
|
|
|
$15
|
|
|
|
$15
|
|
|
$—
|
|
|
$—
|
|
|
$15
|
|
State and political subdivisions
|
10
|
|
—
|
|
—
|
|
10
|
|
|
10
|
|
—
|
|
—
|
|
10
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal agencies and U.S. government sponsored entities
|
17,999
|
|
382
|
|
(25
|
)
|
18,356
|
|
|
17,683
|
|
301
|
|
(50
|
)
|
17,934
|
|
||||||||
Other/non-agency
|
667
|
|
4
|
|
(31
|
)
|
640
|
|
|
703
|
|
4
|
|
(35
|
)
|
672
|
|
||||||||
Total mortgage-backed securities
|
18,666
|
|
386
|
|
(56
|
)
|
18,996
|
|
|
18,386
|
|
305
|
|
(85
|
)
|
18,606
|
|
||||||||
Total debt securities available for sale
|
18,691
|
|
386
|
|
(56
|
)
|
19,021
|
|
|
18,411
|
|
305
|
|
(85
|
)
|
18,631
|
|
||||||||
Marketable equity securities
|
7
|
|
1
|
|
—
|
|
8
|
|
|
10
|
|
3
|
|
—
|
|
13
|
|
||||||||
Other equity securities
|
12
|
|
—
|
|
—
|
|
12
|
|
|
12
|
|
—
|
|
—
|
|
12
|
|
||||||||
Total equity securities available for sale
|
19
|
|
1
|
|
—
|
|
20
|
|
|
22
|
|
3
|
|
—
|
|
25
|
|
||||||||
Total securities available for sale
|
|
$18,710
|
|
|
$387
|
|
|
($56
|
)
|
|
$19,041
|
|
|
|
$18,433
|
|
|
$308
|
|
|
($85
|
)
|
|
$18,656
|
|
Securities Held to Maturity
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal agencies and U.S. government sponsored entities
|
|
$3,799
|
|
|
$52
|
|
|
($4
|
)
|
|
$3,847
|
|
|
|
$3,728
|
|
|
$22
|
|
|
($31
|
)
|
|
$3,719
|
|
Other/non-agency
|
1,379
|
|
55
|
|
—
|
|
1,434
|
|
|
1,420
|
|
54
|
|
—
|
|
1,474
|
|
||||||||
Total securities held to maturity
|
|
$5,178
|
|
|
$107
|
|
|
($4
|
)
|
|
$5,281
|
|
|
|
$5,148
|
|
|
$76
|
|
|
($31
|
)
|
|
$5,193
|
|
Other Investment Securities
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal Reserve Bank stock
|
|
$468
|
|
|
$—
|
|
|
$—
|
|
|
$468
|
|
|
|
$477
|
|
|
$—
|
|
|
$—
|
|
|
$477
|
|
Federal Home Loan Bank stock
|
393
|
|
—
|
|
—
|
|
393
|
|
|
390
|
|
—
|
|
—
|
|
390
|
|
||||||||
Venture capital and other investments
|
6
|
|
—
|
|
—
|
|
6
|
|
|
5
|
|
—
|
|
—
|
|
5
|
|
||||||||
Total other investment securities
|
|
$867
|
|
|
$—
|
|
|
$—
|
|
|
$867
|
|
|
|
$872
|
|
|
$—
|
|
|
$—
|
|
|
$872
|
|
|
March 31, 2015
|
|||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||||
(dollars in millions)
|
Number of Issues
|
Fair Value
|
Gross Unrealized Losses
|
|
Number of Issues
|
Fair Value
|
Gross Unrealized Losses
|
|
Number of Issues
|
Fair Value
|
Gross Unrealized Losses
|
|||||||||||||||
State and political subdivisions
|
1
|
|
|
$10
|
|
|
$—
|
|
|
—
|
|
|
$—
|
|
|
$—
|
|
|
1
|
|
|
$10
|
|
|
$—
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal agencies and U.S. government sponsored entities
|
14
|
|
561
|
|
(2
|
)
|
|
40
|
|
1,292
|
|
(27
|
)
|
|
54
|
|
1,853
|
|
(29
|
)
|
||||||
Other/non-agency
|
6
|
|
75
|
|
(2
|
)
|
|
17
|
|
385
|
|
(29
|
)
|
|
23
|
|
460
|
|
(31
|
)
|
||||||
Total mortgage-backed securities
|
20
|
|
636
|
|
(4
|
)
|
|
57
|
|
1,677
|
|
(56
|
)
|
|
77
|
|
2,313
|
|
(60
|
)
|
||||||
Total
|
21
|
|
|
$646
|
|
|
($4
|
)
|
|
57
|
|
|
$1,677
|
|
|
($56
|
)
|
|
78
|
|
|
$2,323
|
|
|
($60
|
)
|
|
December 31, 2014
|
|||||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
|||||||||||||||||||||
(dollars in millions)
|
Number of Issues
|
Fair Value
|
Gross Unrealized Losses
|
|
Number of Issues
|
Fair Value
|
Gross Unrealized Losses
|
|
Number of Issues
|
Fair Value
|
Gross Unrealized Losses
|
|||||||||||||||
State and political subdivisions
|
—
|
|
|
$—
|
|
|
$—
|
|
|
1
|
|
|
$10
|
|
|
$—
|
|
|
1
|
|
|
$10
|
|
|
$—
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal agencies and U.S. government sponsored entities
|
75
|
|
3,282
|
|
(24
|
)
|
|
52
|
|
1,766
|
|
(57
|
)
|
|
127
|
|
5,048
|
|
(81
|
)
|
||||||
Other/non-agency
|
6
|
|
80
|
|
(2
|
)
|
|
17
|
|
397
|
|
(33
|
)
|
|
23
|
|
477
|
|
(35
|
)
|
||||||
Total mortgage-backed securities
|
81
|
|
3,362
|
|
(26
|
)
|
|
69
|
|
2,163
|
|
(90
|
)
|
|
150
|
|
5,525
|
|
(116
|
)
|
||||||
Total
|
81
|
|
|
$3,362
|
|
|
($26
|
)
|
|
70
|
|
|
$2,173
|
|
|
($90
|
)
|
|
151
|
|
|
$5,535
|
|
|
($116
|
)
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Cumulative balance at beginning of period
|
|
$62
|
|
|
|
$56
|
|
Credit impairments recognized in earnings on securities that have been previously impaired
|
1
|
|
|
4
|
|
||
Reductions due to increases in cash flow expectations on impaired securities
|
(1
|
)
|
|
(1
|
)
|
||
Cumulative balance at end of period
|
|
$62
|
|
|
|
$59
|
|
|
Distribution of Maturities
|
||||||||||||||
(in millions)
|
1 Year or Less
|
1-5 Years
|
5-10 Years
|
After 10 Years
|
Total
|
|
|||||||||
Amortized Cost:
|
|
|
|
|
|
||||||||||
Debt securities available for sale
|
|
|
|
|
|
||||||||||
U.S. Treasury
|
|
$15
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$15
|
|
State and political subdivisions
|
—
|
|
—
|
|
—
|
|
10
|
|
10
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
2
|
|
53
|
|
2,196
|
|
15,748
|
|
17,999
|
|
|||||
Other/non-agency
|
—
|
|
54
|
|
44
|
|
569
|
|
667
|
|
|||||
Total debt securities available for sale
|
17
|
|
107
|
|
2,240
|
|
16,327
|
|
18,691
|
|
|||||
Debt securities held to maturity
|
|
|
|
|
|
||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
—
|
|
—
|
|
—
|
|
3,799
|
|
3,799
|
|
|||||
Other/non-agency
|
—
|
|
—
|
|
—
|
|
1,379
|
|
1,379
|
|
|||||
Total debt securities held to maturity
|
—
|
|
—
|
|
—
|
|
5,178
|
|
5,178
|
|
|||||
Total amortized cost of debt securities
|
|
$17
|
|
|
$107
|
|
|
$2,240
|
|
|
$21,505
|
|
|
$23,869
|
|
|
|
|
|
|
|
||||||||||
Fair Value:
|
|
|
|
|
|
||||||||||
Debt securities available for sale
|
|
|
|
|
|
||||||||||
U.S. Treasury
|
|
$15
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
$15
|
|
State and political subdivisions
|
—
|
|
—
|
|
—
|
|
10
|
|
10
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
2
|
|
56
|
|
2,226
|
|
16,072
|
|
18,356
|
|
|||||
Other/non-agency
|
—
|
|
54
|
|
45
|
|
541
|
|
640
|
|
|||||
Total debt securities available for sale
|
17
|
|
110
|
|
2,271
|
|
16,623
|
|
19,021
|
|
|||||
Debt securities held to maturity
|
|
|
|
|
|
||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
—
|
|
—
|
|
—
|
|
3,847
|
|
3,847
|
|
|||||
Other/non-agency
|
—
|
|
—
|
|
—
|
|
1,434
|
|
1,434
|
|
|||||
Total debt securities held to maturity
|
—
|
|
—
|
|
—
|
|
5,281
|
|
5,281
|
|
|||||
Total fair value of debt securities
|
|
$17
|
|
|
$110
|
|
|
$2,271
|
|
|
$21,904
|
|
|
$24,302
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Taxable
|
|
$159
|
|
|
|
$149
|
|
Non-taxable
|
—
|
|
|
—
|
|
||
Total interest income from investment securities
|
|
$159
|
|
|
|
$149
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Gains on sale of debt securities
|
|
$12
|
|
|
|
$25
|
|
Losses on sale of debt securities
|
(4
|
)
|
|
—
|
|
||
Debt securities gains, net
|
|
$8
|
|
|
|
$25
|
|
Equity securities gains
|
|
$2
|
|
|
|
$—
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||
(in millions)
|
Amortized Cost
|
Fair Value
|
|
|
Amortized Cost
|
Fair Value
|
|
||||||
Pledged against repurchase agreements
|
|
$4,334
|
|
|
$4,423
|
|
|
|
$3,650
|
|
|
$3,701
|
|
Pledged against FHLB borrowed funds
|
1,315
|
|
1,367
|
|
|
1,355
|
|
1,407
|
|
||||
Pledged against derivatives, to qualify for fiduciary powers, and to secure public and other deposits as required by law
|
3,657
|
|
3,745
|
|
|
3,453
|
|
3,520
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(in millions)
|
Gross Assets (Liabilities)
|
Gross Assets (Liabilities) Offset
|
Net Amounts of Assets (Liabilities)
|
|
Gross Assets (Liabilities)
|
Gross Assets (Liabilities) Offset
|
Net Amounts of Assets (Liabilities)
|
||||||||||||
Securities sold under agreements to repurchase
|
|
($3,400
|
)
|
|
$—
|
|
|
($3,400
|
)
|
|
|
($2,600
|
)
|
|
$—
|
|
|
($2,600
|
)
|
|
Remaining Contractual Maturity of the Agreements
|
||||||||||||||
(in millions)
|
Overnight and Continuous
|
Up to 30 Days
|
30-90 Days
|
Greater Than 90 Days
|
Total
|
|
|||||||||
Securities sold under agreements to repurchase
|
|
|
|
|
|
||||||||||
Mortgage-backed securities - Agency
|
|
$—
|
|
|
($350
|
)
|
|
($1,000
|
)
|
|
($2,050
|
)
|
|
($3,400
|
)
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Commercial
|
|
$32,249
|
|
|
|
$31,431
|
|
Commercial real estate
|
7,863
|
|
|
7,809
|
|
||
Leases
|
3,870
|
|
|
3,986
|
|
||
Total commercial
|
43,982
|
|
|
43,226
|
|
||
Residential mortgages
|
11,808
|
|
|
11,832
|
|
||
Home equity loans
|
3,212
|
|
|
3,424
|
|
||
Home equity lines of credit
|
15,127
|
|
|
15,423
|
|
||
Home equity loans serviced by others
(1)
|
1,192
|
|
|
1,228
|
|
||
Home equity lines of credit serviced by others
(1)
|
544
|
|
|
550
|
|
||
Automobile
|
13,179
|
|
|
12,706
|
|
||
Student
|
2,852
|
|
|
2,256
|
|
||
Credit cards
|
1,588
|
|
|
1,693
|
|
||
Other retail
|
1,010
|
|
|
1,072
|
|
||
Total retail
|
50,512
|
|
|
50,184
|
|
||
Total loans and leases
(2) (3)
|
|
$94,494
|
|
|
|
$93,410
|
|
|
Three Months Ended March 31, 2015
|
||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|||
Allowance for loan and lease losses as of January 1, 2015
|
|
$544
|
|
|
$651
|
|
|
$1,195
|
|
Charge-offs
|
(6
|
)
|
(109
|
)
|
(115
|
)
|
|||
Recoveries
|
28
|
|
33
|
|
61
|
|
|||
Net recoveries (charge-offs)
|
22
|
|
(76
|
)
|
(54
|
)
|
|||
Sales/Other
|
—
|
|
(2
|
)
|
(2
|
)
|
|||
Provision charged to income
|
12
|
|
51
|
|
63
|
|
|||
Allowance for loan and lease losses as of March 31, 2015
|
578
|
|
624
|
|
1,202
|
|
|||
Reserve for unfunded lending commitments as of January 1, 2015
|
61
|
|
—
|
|
61
|
|
|||
Credit for unfunded lending commitments
|
(5
|
)
|
—
|
|
(5
|
)
|
|||
Reserve for unfunded lending commitments as of March 31, 2015
|
56
|
|
—
|
|
56
|
|
|||
Total allowance for credit losses as of March 31, 2015
|
|
$634
|
|
|
$624
|
|
|
$1,258
|
|
|
Three Months Ended March 31, 2014
|
||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|||
Allowance for loan and lease losses as of January 1, 2014
|
|
$498
|
|
|
$723
|
|
|
$1,221
|
|
Charge-offs
|
(6
|
)
|
(122
|
)
|
(128
|
)
|
|||
Recoveries
|
14
|
|
27
|
|
41
|
|
|||
Net recoveries (charge-offs)
|
8
|
|
(95
|
)
|
(87
|
)
|
|||
Provision charged to income
|
21
|
|
104
|
|
125
|
|
|||
Allowance for loan and lease losses as of March 31, 2014
|
527
|
|
732
|
|
1,259
|
|
|||
Reserve for unfunded lending commitments as of January 1, 2014
|
39
|
|
—
|
|
39
|
|
|||
Credit for unfunded lending commitments
|
(4
|
)
|
—
|
|
(4
|
)
|
|||
Reserve for unfunded lending commitments as of March 31, 2014
|
35
|
|
—
|
|
35
|
|
|||
Total allowance for credit losses as of March 31, 2014
|
|
$562
|
|
|
$732
|
|
|
$1,294
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|
Commercial
|
|
Retail
|
|
Total
|
|
||||||
Individually evaluated
|
|
$194
|
|
|
$1,202
|
|
|
$1,396
|
|
|
|
$205
|
|
|
$1,208
|
|
|
$1,413
|
|
Formula-based evaluation
|
43,788
|
|
49,310
|
|
93,098
|
|
|
43,021
|
|
48,976
|
|
91,997
|
|
||||||
Total
|
|
$43,982
|
|
|
$50,512
|
|
|
$94,494
|
|
|
|
$43,226
|
|
|
$50,184
|
|
|
$93,410
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|
Commercial
|
|
Retail
|
|
Total
|
|
||||||
Individually evaluated
|
|
$35
|
|
|
$107
|
|
|
$142
|
|
|
|
$20
|
|
|
$109
|
|
|
$129
|
|
Formula-based evaluation
|
599
|
|
517
|
|
1,116
|
|
|
585
|
|
542
|
|
1,127
|
|
||||||
Allowance for credit losses
|
|
$634
|
|
|
$624
|
|
|
$1,258
|
|
|
|
$605
|
|
|
$651
|
|
|
$1,256
|
|
|
March 31, 2015
|
||||||||||||||
|
|
Criticized
|
|
||||||||||||
(in millions)
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
Commercial
|
|
$30,623
|
|
|
$903
|
|
|
$626
|
|
|
$97
|
|
|
$32,249
|
|
Commercial real estate
|
7,547
|
|
198
|
|
52
|
|
66
|
|
7,863
|
|
|||||
Leases
|
3,813
|
|
6
|
|
51
|
|
—
|
|
3,870
|
|
|||||
Total
|
|
$41,983
|
|
|
$1,107
|
|
|
$729
|
|
|
$163
|
|
|
$43,982
|
|
|
December 31, 2014
|
||||||||||||||
|
|
Criticized
|
|
||||||||||||
(in millions)
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
Commercial
|
|
$30,022
|
|
|
$876
|
|
|
$427
|
|
|
$106
|
|
|
$31,431
|
|
Commercial real estate
|
7,354
|
|
329
|
|
61
|
|
65
|
|
7,809
|
|
|||||
Leases
|
3,924
|
|
12
|
|
50
|
|
—
|
|
3,986
|
|
|||||
Total
|
|
$41,300
|
|
|
$1,217
|
|
|
$538
|
|
|
$171
|
|
|
$43,226
|
|
|
March 31, 2015
|
||||||||||||||
(in millions)
|
Current
|
|
1-29 Days Past Due
|
30-89 Days Past Due
|
90 Days or More Past Due
|
Total
|
|
||||||||
Residential mortgages
|
|
$11,373
|
|
|
$80
|
|
|
$97
|
|
|
$258
|
|
|
$11,808
|
|
Home equity loans
|
2,817
|
|
193
|
|
57
|
|
145
|
|
3,212
|
|
|||||
Home equity lines of credit
|
14,471
|
|
386
|
|
77
|
|
193
|
|
15,127
|
|
|||||
Home equity loans serviced by others
(1)
|
1,082
|
|
67
|
|
22
|
|
21
|
|
1,192
|
|
|||||
Home equity lines of credit serviced by others
(1)
|
455
|
|
59
|
|
11
|
|
19
|
|
544
|
|
|||||
Automobile
|
12,378
|
|
695
|
|
85
|
|
21
|
|
13,179
|
|
|||||
Student
|
2,725
|
|
70
|
|
27
|
|
30
|
|
2,852
|
|
|||||
Credit cards
|
1,517
|
|
37
|
|
18
|
|
16
|
|
1,588
|
|
|||||
Other retail
|
929
|
|
61
|
|
15
|
|
5
|
|
1,010
|
|
|||||
Total
|
|
$47,747
|
|
|
$1,648
|
|
|
$409
|
|
|
$708
|
|
|
$50,512
|
|
|
December 31, 2014
|
||||||||||||||
(in millions)
|
Current
|
|
1-29 Days Past Due
|
30-89 Days Past Due
|
90 Days or More Past Due
|
Total
|
|
||||||||
Residential mortgages
|
|
$11,352
|
|
|
$114
|
|
|
$97
|
|
|
$269
|
|
|
$11,832
|
|
Home equity loans
|
2,997
|
|
222
|
|
60
|
|
145
|
|
3,424
|
|
|||||
Home equity lines of credit
|
14,705
|
|
447
|
|
73
|
|
198
|
|
15,423
|
|
|||||
Home equity loans serviced by others
(1)
|
1,101
|
|
78
|
|
26
|
|
23
|
|
1,228
|
|
|||||
Home equity lines of credit serviced by others
(1)
|
455
|
|
66
|
|
10
|
|
19
|
|
550
|
|
|||||
Automobile
|
11,839
|
|
758
|
|
93
|
|
16
|
|
12,706
|
|
|||||
Student
|
2,106
|
|
108
|
|
25
|
|
17
|
|
2,256
|
|
|||||
Credit cards
|
1,615
|
|
39
|
|
22
|
|
17
|
|
1,693
|
|
|||||
Other retail
|
985
|
|
65
|
|
18
|
|
4
|
|
1,072
|
|
|||||
Total
|
|
$47,155
|
|
|
$1,897
|
|
|
$424
|
|
|
$708
|
|
|
$50,184
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(in millions)
|
Nonaccruing
|
Accruing and 90 Days or More Delinquent
|
Total Nonperforming Loans and Leases
|
|
Nonaccruing
|
Accruing and 90 Days or More Delinquent
|
Total Nonperforming Loans and Leases
|
||||||||||||
Commercial
|
|
$94
|
|
|
$3
|
|
|
$97
|
|
|
|
$113
|
|
|
$1
|
|
|
$114
|
|
Commercial real estate
|
60
|
|
—
|
|
60
|
|
|
50
|
|
—
|
|
50
|
|
||||||
Leases
|
1
|
|
—
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Total commercial
|
155
|
|
3
|
|
158
|
|
|
163
|
|
1
|
|
164
|
|
||||||
Residential mortgages
|
347
|
|
—
|
|
347
|
|
|
345
|
|
—
|
|
345
|
|
||||||
Home equity loans
|
210
|
|
—
|
|
210
|
|
|
203
|
|
—
|
|
203
|
|
||||||
Home equity lines of credit
|
270
|
|
—
|
|
270
|
|
|
257
|
|
—
|
|
257
|
|
||||||
Home equity loans serviced by others
(1)
|
44
|
|
—
|
|
44
|
|
|
47
|
|
—
|
|
47
|
|
||||||
Home equity lines of credit serviced by others
(1)
|
25
|
|
—
|
|
25
|
|
|
25
|
|
—
|
|
25
|
|
||||||
Automobile
|
30
|
|
—
|
|
30
|
|
|
21
|
|
—
|
|
21
|
|
||||||
Student
|
26
|
|
4
|
|
30
|
|
|
11
|
|
6
|
|
17
|
|
||||||
Credit cards
|
16
|
|
—
|
|
16
|
|
|
16
|
|
1
|
|
17
|
|
||||||
Other retail
|
4
|
|
2
|
|
6
|
|
|
5
|
|
—
|
|
5
|
|
||||||
Total retail
|
972
|
|
6
|
|
978
|
|
|
930
|
|
7
|
|
937
|
|
||||||
Total
|
|
$1,127
|
|
|
$9
|
|
|
$1,136
|
|
|
|
$1,093
|
|
|
$8
|
|
|
$1,101
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Nonperforming assets, net of valuation allowance:
|
|
|
|
||||
Commercial
|
|
$1
|
|
|
|
$3
|
|
Retail
|
37
|
|
|
39
|
|
||
Nonperforming assets, net of valuation allowance
|
|
$38
|
|
|
|
$42
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||
Nonperforming commercial loans and leases as a percentage of total loans and leases
|
0.17
|
%
|
|
0.18
|
%
|
Nonperforming retail loans as a percentage of total loans and leases
|
1.03
|
|
|
1.00
|
|
Total nonperforming loans and leases as a percentage of total loans and leases
|
1.20
|
%
|
|
1.18
|
%
|
|
|
|
|
||
Nonperforming commercial assets as a percentage of total assets
|
0.12
|
%
|
|
0.13
|
%
|
Nonperforming retail assets as a percentage of total assets
|
0.74
|
|
|
0.73
|
|
Total nonperforming assets as a percentage of total assets
|
0.86
|
%
|
|
0.86
|
%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(in millions)
|
30-89 Days Past Due
|
90 Days or More Past Due
|
Total Past Due
|
|
30-89 Days Past Due
|
90 Days or More Past Due
|
Total Past Due
|
||||||||||||
Commercial
|
|
$42
|
|
|
$97
|
|
|
$139
|
|
|
|
$57
|
|
|
$114
|
|
|
$171
|
|
Commercial real estate
|
19
|
|
60
|
|
79
|
|
|
26
|
|
50
|
|
76
|
|
||||||
Leases
|
9
|
|
1
|
|
10
|
|
|
3
|
|
—
|
|
3
|
|
||||||
Total commercial
|
70
|
|
158
|
|
228
|
|
|
86
|
|
164
|
|
250
|
|
||||||
Residential mortgages
|
97
|
|
258
|
|
355
|
|
|
97
|
|
269
|
|
366
|
|
||||||
Home equity loans
|
57
|
|
145
|
|
202
|
|
|
60
|
|
145
|
|
205
|
|
||||||
Home equity lines of credit
|
77
|
|
193
|
|
270
|
|
|
73
|
|
198
|
|
271
|
|
||||||
Home equity loans serviced by others
(1)
|
22
|
|
21
|
|
43
|
|
|
26
|
|
23
|
|
49
|
|
||||||
Home equity lines of credit serviced by others
(1)
|
11
|
|
19
|
|
30
|
|
|
10
|
|
19
|
|
29
|
|
||||||
Automobile
|
85
|
|
21
|
|
106
|
|
|
93
|
|
16
|
|
109
|
|
||||||
Student
|
27
|
|
30
|
|
57
|
|
|
25
|
|
17
|
|
42
|
|
||||||
Credit cards
|
18
|
|
16
|
|
34
|
|
|
22
|
|
17
|
|
39
|
|
||||||
Other retail
|
15
|
|
5
|
|
20
|
|
|
18
|
|
4
|
|
22
|
|
||||||
Total retail
|
409
|
|
708
|
|
1,117
|
|
|
424
|
|
708
|
|
1,132
|
|
||||||
Total
|
|
$479
|
|
|
$866
|
|
|
$1,345
|
|
|
|
$510
|
|
|
$872
|
|
|
$1,382
|
|
|
March 31, 2015
|
||||||||||||||
(in millions)
|
Impaired Loans With a Related Allowance
|
Allowance on Impaired Loans
|
Impaired Loans Without a Related Allowance
|
Unpaid Contractual Balance
|
Total Recorded Investment in Impaired Loans
|
||||||||||
Commercial
|
|
$97
|
|
|
$30
|
|
|
$41
|
|
|
$163
|
|
|
$138
|
|
Commercial real estate
|
20
|
|
5
|
|
36
|
|
64
|
|
56
|
|
|||||
Total commercial
|
117
|
|
35
|
|
77
|
|
227
|
|
194
|
|
|||||
Residential mortgages
|
129
|
|
17
|
|
316
|
|
605
|
|
445
|
|
|||||
Home equity loans
|
100
|
|
11
|
|
173
|
|
337
|
|
273
|
|
|||||
Home equity lines of credit
|
27
|
|
2
|
|
130
|
|
191
|
|
157
|
|
|||||
Home equity loans serviced by others
(1)
|
59
|
|
9
|
|
29
|
|
100
|
|
88
|
|
|||||
Home equity lines of credit serviced by others
(1)
|
4
|
|
1
|
|
7
|
|
14
|
|
11
|
|
|||||
Automobile
|
2
|
|
—
|
|
10
|
|
18
|
|
12
|
|
|||||
Student
|
165
|
|
49
|
|
1
|
|
166
|
|
166
|
|
|||||
Credit cards
|
31
|
|
13
|
|
—
|
|
31
|
|
31
|
|
|||||
Other retail
|
16
|
|
5
|
|
3
|
|
22
|
|
19
|
|
|||||
Total retail
|
533
|
|
107
|
|
669
|
|
1,484
|
|
1,202
|
|
|||||
Total
|
|
$650
|
|
|
$142
|
|
|
$746
|
|
|
$1,711
|
|
|
$1,396
|
|
|
December 31, 2014
|
||||||||||||||
(in millions)
|
Impaired Loans With a Related Allowance
|
Allowance on Impaired Loans
|
Impaired Loans Without a Related Allowance
|
Unpaid Contractual Balance
|
Total Recorded Investment in Impaired Loans
|
||||||||||
Commercial
|
|
$124
|
|
|
$19
|
|
|
$36
|
|
|
$178
|
|
|
$160
|
|
Commercial real estate
|
7
|
|
1
|
|
38
|
|
62
|
|
45
|
|
|||||
Total commercial
|
131
|
|
20
|
|
74
|
|
240
|
|
205
|
|
|||||
Residential mortgages
|
157
|
|
18
|
|
288
|
|
605
|
|
445
|
|
|||||
Home equity loans
|
129
|
|
11
|
|
141
|
|
335
|
|
270
|
|
|||||
Home equity lines of credit
|
75
|
|
3
|
|
86
|
|
193
|
|
161
|
|
|||||
Home equity loans serviced by others
(1)
|
75
|
|
9
|
|
16
|
|
102
|
|
91
|
|
|||||
Home equity lines of credit serviced by others
(1)
|
4
|
|
1
|
|
7
|
|
14
|
|
11
|
|
|||||
Automobile
|
2
|
|
1
|
|
9
|
|
16
|
|
11
|
|
|||||
Student
|
167
|
|
48
|
|
—
|
|
167
|
|
167
|
|
|||||
Credit cards
|
32
|
|
13
|
|
—
|
|
32
|
|
32
|
|
|||||
Other retail
|
17
|
|
5
|
|
3
|
|
23
|
|
20
|
|
|||||
Total retail
|
658
|
|
109
|
|
550
|
|
1,487
|
|
1,208
|
|
|||||
Total
|
|
$789
|
|
|
$129
|
|
|
$624
|
|
|
$1,727
|
|
|
$1,413
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
(in millions)
|
Interest Income Recognized
|
Average Recorded Investment
|
|
Interest Income Recognized
|
Average Recorded Investment
|
||||||||
Commercial
|
|
$1
|
|
|
$142
|
|
|
|
$—
|
|
|
$102
|
|
Commercial real estate
|
—
|
|
51
|
|
|
1
|
|
117
|
|
||||
Total commercial
|
1
|
|
193
|
|
|
1
|
|
219
|
|
||||
Residential mortgages
|
4
|
|
441
|
|
|
3
|
|
442
|
|
||||
Home equity loans
|
2
|
|
268
|
|
|
2
|
|
248
|
|
||||
Home equity lines of credit
|
1
|
|
156
|
|
|
1
|
|
159
|
|
||||
Home equity loans serviced by others
(1)
|
1
|
|
88
|
|
|
1
|
|
101
|
|
||||
Home equity lines of credit serviced by others
(1)
|
—
|
|
11
|
|
|
—
|
|
11
|
|
||||
Automobile
|
—
|
|
11
|
|
|
—
|
|
9
|
|
||||
Student
|
2
|
|
164
|
|
|
2
|
|
158
|
|
||||
Credit cards
|
1
|
|
30
|
|
|
1
|
|
39
|
|
||||
Other retail
|
—
|
|
19
|
|
|
—
|
|
23
|
|
||||
Total retail
|
11
|
|
1,188
|
|
|
10
|
|
1,190
|
|
||||
Total
|
|
$12
|
|
|
$1,381
|
|
|
|
$11
|
|
|
$1,409
|
|
|
Primary Modification Types
|
||||||||||||||||
|
Interest Rate Reduction
(1)
|
|
Maturity Extension
(2)
|
||||||||||||||
(dollars in millions)
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
||||||||||
Commercial
|
6
|
|
|
$1
|
|
|
$1
|
|
|
28
|
|
|
$10
|
|
|
$10
|
|
Commercial real estate
|
1
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Total commercial
|
7
|
|
1
|
|
1
|
|
|
28
|
|
10
|
|
10
|
|
||||
Residential mortgages
|
33
|
|
6
|
|
6
|
|
|
10
|
|
2
|
|
2
|
|
||||
Home equity loans
|
21
|
|
1
|
|
1
|
|
|
37
|
|
5
|
|
5
|
|
||||
Home equity lines of credit
|
—
|
|
—
|
|
—
|
|
|
3
|
|
—
|
|
—
|
|
||||
Home equity loans serviced by others
(3)
|
17
|
|
1
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
||||
Automobile
|
20
|
|
1
|
|
1
|
|
|
1
|
|
—
|
|
—
|
|
||||
Credit cards
|
604
|
|
3
|
|
3
|
|
|
—
|
|
—
|
|
—
|
|
||||
Total retail
|
695
|
|
12
|
|
12
|
|
|
51
|
|
7
|
|
7
|
|
||||
Total
|
702
|
|
|
$13
|
|
|
$13
|
|
|
79
|
|
|
$17
|
|
|
$17
|
|
|
Primary Modification Types
|
|
|
|
|||||||||||
|
Other
(4)
|
|
|
|
|||||||||||
(dollars in millions)
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
|
Net Change to ALLL Resulting from Modification
|
Charge-offs Resulting from Modification
|
|||||||||
Commercial
|
1
|
|
|
$2
|
|
|
$2
|
|
|
|
($1
|
)
|
|
$—
|
|
Commercial real estate
|
1
|
|
4
|
|
4
|
|
|
—
|
|
—
|
|
||||
Total commercial
|
2
|
|
6
|
|
6
|
|
|
(1
|
)
|
—
|
|
||||
Residential mortgages
|
64
|
|
6
|
|
6
|
|
|
(1
|
)
|
—
|
|
||||
Home equity loans
|
197
|
|
10
|
|
10
|
|
|
—
|
|
—
|
|
||||
Home equity lines of credit
|
135
|
|
8
|
|
7
|
|
|
—
|
|
1
|
|
||||
Home equity loans serviced by others
(3)
|
46
|
|
2
|
|
2
|
|
|
—
|
|
1
|
|
||||
Home equity lines of credit serviced by others
(3)
|
7
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Automobile
|
297
|
|
5
|
|
4
|
|
|
—
|
|
1
|
|
||||
Student
|
381
|
|
8
|
|
7
|
|
|
2
|
|
—
|
|
||||
Other retail
|
11
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total retail
|
1,138
|
|
39
|
|
36
|
|
|
1
|
|
3
|
|
||||
Total
|
1,140
|
|
|
$45
|
|
|
$42
|
|
|
|
$—
|
|
|
$3
|
|
|
Primary Modification Types
|
||||||||||||||||
|
Interest Rate Reduction
(1)
|
|
Maturity Extension
(2)
|
||||||||||||||
(dollars in millions)
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
||||||||||
Commercial
|
7
|
|
|
$1
|
|
|
$1
|
|
|
13
|
|
|
$1
|
|
|
$1
|
|
Commercial real estate
|
1
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Total commercial
|
8
|
|
1
|
|
1
|
|
|
13
|
|
1
|
|
1
|
|
||||
Residential mortgages
|
42
|
|
6
|
|
6
|
|
|
12
|
|
2
|
|
1
|
|
||||
Home equity loans
|
31
|
|
2
|
|
2
|
|
|
58
|
|
3
|
|
3
|
|
||||
Home equity lines of credit
|
1
|
|
—
|
|
—
|
|
|
70
|
|
4
|
|
4
|
|
||||
Home equity loans serviced by others
(3)
|
14
|
|
1
|
|
1
|
|
|
—
|
|
—
|
|
—
|
|
||||
Home equity lines of credit serviced by others
(3)
|
2
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Automobile
|
22
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Credit cards
|
577
|
|
3
|
|
3
|
|
|
—
|
|
—
|
|
—
|
|
||||
Other retail
|
2
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Total retail
|
691
|
|
12
|
|
12
|
|
|
140
|
|
9
|
|
8
|
|
||||
Total
|
699
|
|
|
$13
|
|
|
$13
|
|
|
153
|
|
|
$10
|
|
|
$9
|
|
|
Primary Modification Types
|
|
|
|
|||||||||||
|
Other
(4)
|
|
|
|
|||||||||||
(dollars in millions)
|
Number of Contracts
|
Pre-Modification Outstanding Recorded Investment
|
Post-Modification Outstanding Recorded Investment
|
|
Net Change to ALLL Resulting from Modification
|
Charge-offs Resulting from Modification
|
|||||||||
Commercial
|
1
|
|
|
$—
|
|
|
$—
|
|
|
|
($1
|
)
|
|
$—
|
|
Total commercial
|
1
|
|
—
|
|
—
|
|
|
(1
|
)
|
—
|
|
||||
Residential mortgages
|
132
|
|
15
|
|
14
|
|
|
(1
|
)
|
—
|
|
||||
Home equity loans
|
210
|
|
14
|
|
14
|
|
|
—
|
|
—
|
|
||||
Home equity lines of credit
|
81
|
|
6
|
|
5
|
|
|
—
|
|
2
|
|
||||
Home equity loans serviced by others
(3)
|
46
|
|
3
|
|
2
|
|
|
—
|
|
—
|
|
||||
Home equity lines of credit serviced by others
(3)
|
13
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Automobile
|
145
|
|
2
|
|
2
|
|
|
—
|
|
1
|
|
||||
Student
|
457
|
|
8
|
|
8
|
|
|
—
|
|
—
|
|
||||
Other retail
|
9
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total retail
|
1,093
|
|
48
|
|
45
|
|
|
(1
|
)
|
3
|
|
||||
Total
|
1,094
|
|
|
$48
|
|
|
$45
|
|
|
|
($2
|
)
|
|
$3
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2015
|
|
2014
|
||||||||
(dollars in millions)
|
Number of Contracts
|
Balance Defaulted
|
|
Number of Contracts
|
Balance Defaulted
|
||||||
Commercial
|
6
|
|
|
$—
|
|
|
11
|
|
|
$1
|
|
Commercial real estate
|
—
|
|
—
|
|
|
1
|
|
1
|
|
||
Total commercial
|
6
|
|
—
|
|
|
12
|
|
2
|
|
||
Residential mortgages
|
49
|
|
7
|
|
|
40
|
|
4
|
|
||
Home equity loans
|
51
|
|
3
|
|
|
84
|
|
6
|
|
||
Home equity lines of credit
|
40
|
|
2
|
|
|
90
|
|
4
|
|
||
Home equity loans serviced by others
(1)
|
16
|
|
—
|
|
|
16
|
|
—
|
|
||
Home equity lines of credit serviced by others
(1)
|
1
|
|
—
|
|
|
9
|
|
—
|
|
||
Automobile
|
23
|
|
—
|
|
|
32
|
|
—
|
|
||
Student
|
65
|
|
2
|
|
|
97
|
|
2
|
|
||
Credit cards
|
102
|
|
1
|
|
|
166
|
|
1
|
|
||
Other retail
|
2
|
|
—
|
|
|
6
|
|
—
|
|
||
Total retail
|
349
|
|
15
|
|
|
540
|
|
17
|
|
||
Total
|
355
|
|
|
$15
|
|
|
552
|
|
|
$19
|
|
|
March 31, 2015
|
||||||||||||||
(in millions)
|
Residential Mortgages
|
|
Home Equity Loans and Lines of Credit
|
Home Equity Products serviced by others
|
Credit Cards
|
|
Total
|
|
|||||||
High loan-to-value
|
|
$697
|
|
|
$1,429
|
|
|
$1,042
|
|
|
$—
|
|
|
$3,168
|
|
Interest only/negative amortization
|
937
|
|
—
|
|
—
|
|
—
|
|
937
|
|
|||||
Low introductory rate
|
—
|
|
—
|
|
—
|
|
87
|
|
87
|
|
|||||
Multiple characteristics and other
|
21
|
|
—
|
|
—
|
|
—
|
|
21
|
|
|||||
Total
|
|
$1,655
|
|
|
$1,429
|
|
|
$1,042
|
|
|
$87
|
|
|
$4,213
|
|
|
December 31, 2014
|
||||||||||||||
(in millions)
|
Residential Mortgages
|
|
Home Equity Loans and Lines of Credit
|
Home Equity Products serviced by others
|
Credit Cards
|
|
Total
|
|
|||||||
High loan-to-value
|
|
$773
|
|
|
$1,743
|
|
|
$1,025
|
|
|
$—
|
|
|
$3,541
|
|
Interest only/negative amortization
|
894
|
|
—
|
|
—
|
|
—
|
|
894
|
|
|||||
Low introductory rate
|
—
|
|
—
|
|
—
|
|
98
|
|
98
|
|
|||||
Multiple characteristics and other
|
24
|
|
—
|
|
—
|
|
—
|
|
24
|
|
|||||
Total
|
|
$1,691
|
|
|
$1,743
|
|
|
$1,025
|
|
|
$98
|
|
|
$4,557
|
|
(in millions)
|
Consumer Banking
|
|
Commercial Banking
|
|
Total
|
|
|||||
Balance at December 31, 2013
|
|
$2,136
|
|
|
|
$4,740
|
|
|
|
$6,876
|
|
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at March 31, 2014
|
|
$2,136
|
|
|
|
$4,740
|
|
|
|
$6,876
|
|
Balance at December 31, 2014
|
|
$2,136
|
|
|
|
$4,740
|
|
|
|
$6,876
|
|
Adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at March 31, 2015
|
|
$2,136
|
|
|
|
$4,740
|
|
|
|
$6,876
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
MSRs:
|
|
|
|
||||
Balance as of January 1
|
|
$184
|
|
|
|
$208
|
|
Amount capitalized
|
6
|
|
|
4
|
|
||
Amortization
|
(10
|
)
|
|
(11
|
)
|
||
Carrying amount before valuation allowance
|
180
|
|
|
201
|
|
||
Valuation allowance for servicing assets:
|
|
|
|
||||
Balance as of January 1
|
18
|
|
|
23
|
|
||
Valuation recovery
|
(1
|
)
|
|
(4
|
)
|
||
Balance at end of period
|
17
|
|
|
19
|
|
||
Net carrying value of MSRs
|
|
$163
|
|
|
|
$182
|
|
(dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
Fair value
|
$176
|
|
$179
|
Weighted average life (in years)
|
5.1
|
|
5.2
|
Weighted average constant prepayment rate
|
12.8%
|
|
12.4%
|
Weighted average discount rate
|
9.8%
|
|
9.8%
|
|
Three Months Ended March 31,
|
||||
|
2015
|
|
2014
|
||
Weighted average life (in years)
|
4.7
|
|
5.2
|
||
Weighted average constant prepayment rate
|
12.2
|
%
|
|
12.1
|
%
|
Weighted average discount rate
|
9.6
|
%
|
|
10.4
|
%
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Prepayment rate:
|
|
|
|
||||
Decline in fair value from 50 basis points adverse change in interest rates
|
|
$6
|
|
|
|
$9
|
|
Decline in fair value from 100 basis points adverse change in interest rates
|
|
$12
|
|
|
|
$15
|
|
Weighted average discount rate:
|
|
|
|
||||
Decline in fair value from 50 basis points adverse change
|
|
$3
|
|
|
|
$3
|
|
Decline in fair value from 100 basis points adverse change
|
|
$6
|
|
|
|
$6
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Federal funds purchased
|
|
$—
|
|
|
|
$574
|
|
Securities sold under agreements to repurchase
|
4,421
|
|
|
3,702
|
|
||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
7,004
|
|
|
6,253
|
|
||
Total short-term borrowed funds
|
|
$11,425
|
|
|
|
$10,529
|
|
(dollars in millions)
|
As of and for the Three Months Ended March 31, 2015
|
|
As of and for the Year Ended December 31, 2014
|
||||
Weighted-average interest rate at period-end:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.22
|
%
|
|
0.14
|
%
|
||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.26
|
|
|
0.26
|
|
||
Maximum amount outstanding at month-end during the period:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$5,375
|
|
|
|
$7,022
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
7,004
|
|
|
7,702
|
|
||
Average amount outstanding during the period:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$4,607
|
|
|
|
$5,699
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
6,969
|
|
|
5,640
|
|
||
Weighted-average interest rate during the period:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.18
|
%
|
|
0.12
|
%
|
||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.26
|
|
|
0.25
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Citizens Financial Group, Inc.:
|
|
|
|
||||
4.150% fixed rate subordinated debt, due 2022
|
|
$350
|
|
|
|
$350
|
|
5.158% fixed-to-floating rate subordinated debt, (LIBOR + 3.56%) callable, due 2023
(1)
|
333
|
|
|
333
|
|
||
4.771% fixed rate subordinated debt, due 2023
(1)
|
333
|
|
|
333
|
|
||
4.691% fixed rate subordinated debt, due 2024
(1)
|
334
|
|
|
334
|
|
||
4.153% fixed rate subordinated debt, due 2024
(1)
|
333
|
|
|
333
|
|
||
4.023% fixed rate subordinated debt, due 2024
(1)
|
333
|
|
|
333
|
|
||
4.082% fixed rate subordinated debt, due 2025
(1)
|
334
|
|
|
334
|
|
||
Banking Subsidiaries:
|
|
|
|
||||
1.600% senior unsecured notes, due 2017
(2)
|
750
|
|
|
750
|
|
||
2.450% senior unsecured notes, due 2019
(2) (3)
|
755
|
|
|
746
|
|
||
Federal Home Loan advances due through 2033
|
20
|
|
|
772
|
|
||
Other
|
29
|
|
|
24
|
|
||
Total long-term borrowed funds
|
|
$3,904
|
|
|
|
$4,642
|
|
Year
|
(in millions)
|
|
|
2015 or on demand
|
|
$—
|
|
2016
|
3
|
|
|
2017
|
761
|
|
|
2018
|
10
|
|
|
2019
|
756
|
|
|
2020 and thereafter
|
2,374
|
|
|
Total
|
|
$3,904
|
|
|
Three Months Ended March 31,
|
|||||||||||||||||||||||
|
Qualified Plan
|
|
Non-Qualified Plan
|
|
Total
|
|||||||||||||||||||
(in millions)
|
2015
|
|
|
2014
|
|
(1)
|
2015
|
|
|
2014
|
|
(1)
|
2015
|
|
|
2014
|
|
(1)
|
||||||
Service cost
|
|
$1
|
|
|
|
$1
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$1
|
|
|
|
$1
|
|
|
Interest cost
|
11
|
|
|
11
|
|
|
1
|
|
|
1
|
|
|
12
|
|
|
12
|
|
|
||||||
Expected return on plan assets
|
(18
|
)
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(17
|
)
|
|
||||||
Amortization of actuarial loss
|
3
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
2
|
|
|
||||||
Net periodic pension (income) cost
|
|
($3
|
)
|
|
|
($3
|
)
|
|
|
$2
|
|
|
|
$1
|
|
|
|
($1
|
)
|
|
|
($2
|
)
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||
(in millions)
|
Notional Amount
(1)
|
Derivative Assets
|
Derivative Liabilities
|
|
Notional Amount
(1)
|
Derivative Assets
|
Derivative Liabilities
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$7,500
|
|
|
$89
|
|
|
$55
|
|
|
|
$5,750
|
|
|
$24
|
|
|
$99
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
32,632
|
|
655
|
|
569
|
|
|
31,848
|
|
589
|
|
501
|
|
||||||
Foreign exchange contracts
|
8,046
|
|
253
|
|
247
|
|
|
8,359
|
|
170
|
|
164
|
|
||||||
Other contracts
|
1,144
|
|
9
|
|
9
|
|
|
730
|
|
7
|
|
9
|
|
||||||
Total derivatives not designated as hedging instruments
|
|
917
|
|
825
|
|
|
|
766
|
|
674
|
|
||||||||
Gross derivative fair values
|
|
1,006
|
|
880
|
|
|
|
790
|
|
773
|
|
||||||||
Less: Gross amounts offset in the Consolidated Balance Sheets
(2)
|
|
(264
|
)
|
(264
|
)
|
|
|
(161
|
)
|
(161
|
)
|
||||||||
Total net derivative fair values presented in the Consolidated Balance Sheets
(3)
|
|
|
$742
|
|
|
$616
|
|
|
|
|
$629
|
|
|
$612
|
|
|
The Effect of Fair Value Hedges on Net Income
|
||||||||
|
Amounts Recognized in Other Income for the Three Months Ended March 31, 2015
|
||||||||
(in millions)
|
Derivative
|
Hedged Item
|
Hedge Ineffectiveness
|
||||||
Hedges of interest rate risk on borrowing using interest rate swaps
|
|
$9
|
|
|
($9
|
)
|
|
$—
|
|
The Effect of Cash Flow Hedges on Net Income and Stockholders' Equity
|
|||||||
|
Amounts Recognized for the Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Effective portion of gain (loss) recognized in OCI
(1)
|
|
$104
|
|
|
|
($92
|
)
|
Amounts reclassified from OCI to interest income
(2)
|
18
|
|
|
18
|
|
||
Amounts reclassified from OCI to interest expense
(2)
|
(15
|
)
|
|
(29
|
)
|
||
Ineffective portion of gain recognized in other income
(3)
|
1
|
|
|
—
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Commitment amount:
|
|
|
|
||||
Undrawn commitments to extend credit
|
|
$55,224
|
|
|
|
$55,899
|
|
Financial standby letters of credit
|
2,292
|
|
|
2,315
|
|
||
Performance letters of credit
|
60
|
|
|
65
|
|
||
Commercial letters of credit
|
58
|
|
|
75
|
|
||
Marketing rights
|
51
|
|
|
51
|
|
||
Risk participation agreements
|
26
|
|
|
19
|
|
||
Residential mortgage loans sold with recourse
|
10
|
|
|
11
|
|
||
Total
|
|
$57,721
|
|
|
|
$58,435
|
|
(dollars in millions)
|
Interest Rate
|
|
Maturity Date
|
|
March 31, 2015
|
|
December 31, 2014
|
|||
Subordinated debt
|
4.082%
|
|
January 2025
|
|
$334
|
|
|
$334
|
|
|
|
4.023%
|
|
October 2024
|
|
333
|
|
|
333
|
|
|
|
4.153%
|
|
July 2024
|
|
333
|
|
|
333
|
|
|
|
4.691%
|
|
January 2024
|
|
334
|
|
|
334
|
|
|
|
4.771%
|
|
October 2023
|
|
333
|
|
|
333
|
|
|
|
5.158%
|
|
June 2023
|
|
333
|
|
|
333
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions)
|
Aggregate Fair Value
|
|
Aggregate Unpaid Principal
|
|
Aggregate Fair Value Less Aggregate Unpaid Principal
|
|
Aggregate Fair Value
|
|
Aggregate Unpaid Principal
|
|
Aggregate Fair Value Less Aggregate Unpaid Principal
|
||||||||||||
Residential mortgage loans held for sale, at fair value
|
|
$265
|
|
|
|
$258
|
|
|
|
$7
|
|
|
|
$213
|
|
|
|
$206
|
|
|
|
$7
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
(in millions)
|
Aggregate Fair Value
|
|
Aggregate Unpaid Principal
|
|
Aggregate Fair Value Less Aggregate Unpaid Principal
|
|
Aggregate Fair Value
|
|
Aggregate Unpaid Principal
|
|
Aggregate Fair Value Less Aggregate Unpaid Principal
|
||||||||||||
Commercial and commercial real estate loans held for sale, at fair value
|
|
$57
|
|
|
|
$57
|
|
|
|
$—
|
|
|
|
$43
|
|
|
|
$43
|
|
|
|
$—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Securities available for sale:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
$18,996
|
|
|
$—
|
|
|
$18,996
|
|
|
$—
|
|
State and political subdivisions
|
10
|
|
—
|
|
10
|
|
—
|
|
||||
Equity securities
|
20
|
|
2
|
|
18
|
|
—
|
|
||||
U.S. Treasury
|
15
|
|
15
|
|
—
|
|
—
|
|
||||
Total securities available for sale
|
19,041
|
|
17
|
|
19,024
|
|
—
|
|
||||
Residential loans held for sale
|
265
|
|
—
|
|
265
|
|
—
|
|
||||
Commercial loans held for sale
|
57
|
|
—
|
|
57
|
|
—
|
|
||||
Total loans held for sale
|
322
|
|
—
|
|
322
|
|
—
|
|
||||
Derivative assets:
|
|
|
|
|
||||||||
Interest rate swaps
|
744
|
|
—
|
|
744
|
|
—
|
|
||||
Foreign exchange contracts
|
253
|
|
—
|
|
253
|
|
—
|
|
||||
Other contracts
|
9
|
|
—
|
|
9
|
|
—
|
|
||||
Total derivative assets
|
1,006
|
|
—
|
|
1,006
|
|
—
|
|
||||
Venture capital investments and other investments
|
6
|
|
—
|
|
5
|
|
1
|
|
||||
Total assets
|
|
$20,375
|
|
|
$17
|
|
|
$20,357
|
|
|
$1
|
|
Derivative liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$624
|
|
|
$—
|
|
|
$624
|
|
|
$—
|
|
Foreign exchange contracts
|
247
|
|
—
|
|
247
|
|
—
|
|
||||
Other contracts
|
9
|
|
—
|
|
9
|
|
—
|
|
||||
Total derivative liabilities
|
880
|
|
—
|
|
880
|
|
—
|
|
||||
Total liabilities
|
|
$880
|
|
|
$—
|
|
|
$880
|
|
|
$—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Securities available for sale:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
$18,606
|
|
|
$—
|
|
|
$18,606
|
|
|
$—
|
|
State and political subdivisions
|
10
|
|
—
|
|
10
|
|
—
|
|
||||
Equity securities
|
25
|
|
8
|
|
17
|
|
—
|
|
||||
U.S. Treasury
|
15
|
|
15
|
|
—
|
|
—
|
|
||||
Total securities available for sale
|
18,656
|
|
23
|
|
18,633
|
|
—
|
|
||||
Residential loans held for sale
|
213
|
|
—
|
|
213
|
|
—
|
|
||||
Commercial loans held for sale
|
43
|
|
—
|
|
43
|
|
—
|
|
||||
Total loans held for sale
|
256
|
|
—
|
|
256
|
|
—
|
|
||||
Derivative assets:
|
|
|
|
|
||||||||
Interest rate swaps
|
613
|
|
—
|
|
613
|
|
—
|
|
||||
Foreign exchange contracts
|
170
|
|
—
|
|
170
|
|
—
|
|
||||
Other contracts
|
7
|
|
—
|
|
7
|
|
—
|
|
||||
Total derivative assets
|
790
|
|
—
|
|
790
|
|
—
|
|
||||
Venture capital investments and other investments
|
5
|
|
—
|
|
—
|
|
5
|
|
||||
Total assets
|
|
$19,707
|
|
|
$23
|
|
|
$19,679
|
|
|
$5
|
|
Derivative liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$600
|
|
|
$—
|
|
|
$600
|
|
|
$—
|
|
Foreign exchange contracts
|
164
|
|
—
|
|
164
|
|
—
|
|
||||
Other contracts
|
9
|
|
—
|
|
9
|
|
—
|
|
||||
Total derivative liabilities
|
773
|
|
—
|
|
773
|
|
—
|
|
||||
Total liabilities
|
|
$773
|
|
|
$—
|
|
|
$773
|
|
|
$—
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Balance as of January 1
|
|
$5
|
|
|
|
$5
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
||||
Purchases
|
1
|
|
|
—
|
|
||
Sales
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
||
Other net gains
|
—
|
|
|
1
|
|
||
Transfers from Level 3 to Level 2
|
(5
|
)
|
|
—
|
|
||
Balance as of period end
|
|
$1
|
|
|
|
$6
|
|
Net unrealized gain included in net income for the year relating to assets held at period end
|
|
$1
|
|
|
|
$—
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Impaired collateral-dependent loans
|
|
($3
|
)
|
|
|
($75
|
)
|
MSRs
|
(1
|
)
|
|
(4
|
)
|
||
Foreclosed assets
|
(1
|
)
|
|
(1
|
)
|
|
March 31, 2015
|
|||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Impaired collateral-dependent loans
|
|
$87
|
|
|
$—
|
|
|
$87
|
|
|
$—
|
|
MSRs
|
163
|
|
—
|
|
—
|
|
163
|
|
||||
Foreclosed assets
|
36
|
|
—
|
|
36
|
|
—
|
|
|
December 31, 2014
|
|||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Impaired collateral-dependent loans
|
|
$102
|
|
|
$—
|
|
|
$102
|
|
|
$—
|
|
MSRs
|
166
|
|
—
|
|
—
|
|
166
|
|
||||
Foreclosed assets
|
40
|
|
—
|
|
40
|
|
—
|
|
|
March 31, 2015
|
||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
(in millions)
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
||||||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Securities held to maturity
|
|
$5,178
|
|
|
$5,281
|
|
|
|
$—
|
|
|
$—
|
|
|
|
$5,178
|
|
|
$5,281
|
|
|
|
$—
|
|
|
$—
|
|
Other investment securities
|
867
|
|
867
|
|
|
—
|
|
—
|
|
|
867
|
|
867
|
|
|
—
|
|
—
|
|
||||||||
Other loans held for sale
|
54
|
|
54
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
54
|
|
54
|
|
||||||||
Loans and leases
|
94,494
|
|
94,892
|
|
|
—
|
|
—
|
|
|
87
|
|
87
|
|
|
94,407
|
|
94,805
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deposits
|
98,990
|
|
99,005
|
|
|
—
|
|
—
|
|
|
98,990
|
|
99,005
|
|
|
—
|
|
—
|
|
||||||||
Federal funds purchased and securities sold under agreements to repurchase
|
4,421
|
|
4,421
|
|
|
—
|
|
—
|
|
|
4,421
|
|
4,421
|
|
|
—
|
|
—
|
|
||||||||
Other short-term borrowed funds
|
7,004
|
|
7,004
|
|
|
—
|
|
—
|
|
|
7,004
|
|
7,004
|
|
|
—
|
|
—
|
|
||||||||
Long-term borrowed funds
|
3,904
|
|
4,006
|
|
|
—
|
|
—
|
|
|
3,904
|
|
4,006
|
|
|
—
|
|
—
|
|
|
December 31, 2014
|
||||||||||||||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||||||||||||
(in millions)
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
||||||||||||||||
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Securities held to maturity
|
|
$5,148
|
|
|
$5,193
|
|
|
|
$—
|
|
|
$—
|
|
|
|
$5,148
|
|
|
$5,193
|
|
|
|
$—
|
|
|
$—
|
|
Other investment securities
|
872
|
|
872
|
|
|
—
|
|
—
|
|
|
872
|
|
872
|
|
|
—
|
|
—
|
|
||||||||
Other loans held for sale
|
25
|
|
25
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
25
|
|
25
|
|
||||||||
Loans and leases
|
93,410
|
|
93,674
|
|
|
—
|
|
—
|
|
|
102
|
|
102
|
|
|
93,308
|
|
93,572
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deposits
|
95,707
|
|
95,710
|
|
|
—
|
|
—
|
|
|
95,707
|
|
95,710
|
|
|
—
|
|
—
|
|
||||||||
Federal funds purchased and securities sold under agreements to repurchase
|
4,276
|
|
4,276
|
|
|
—
|
|
—
|
|
|
4,276
|
|
4,276
|
|
|
—
|
|
—
|
|
||||||||
Other short-term borrowed funds
|
6,253
|
|
6,253
|
|
|
—
|
|
—
|
|
|
6,253
|
|
6,253
|
|
|
—
|
|
—
|
|
||||||||
Long-term borrowed funds
|
4,642
|
|
4,706
|
|
|
—
|
|
—
|
|
|
4,642
|
|
4,706
|
|
|
—
|
|
—
|
|
|
Transitional Basel III
|
|||||||||||||||||
|
|
|
|
|
|
|
|
FDIC Requirements
|
||||||||||
|
|
Actual
|
|
Minimum Capital Adequacy
|
|
Classification as Well-capitalized
|
||||||||||||
(dollars in millions)
|
|
Amount
|
|
Ratio
|
|
|
Amount
|
|
Ratio
|
|
|
Amount
|
|
Ratio
|
|
|||
As of March 31, 2015
|
Basel III
|
|
|
|
|
|
|
|
|
|||||||||
Common equity tier 1 capital
|
|
|
$13,360
|
|
12.2
|
%
|
|
|
$4,940
|
|
4.5
|
%
|
|
|
$7,136
|
|
6.5
|
%
|
Tier 1 capital to risk-weighted assets
|
|
13,360
|
|
12.2
|
|
|
6,587
|
|
6.0
|
|
|
8,783
|
|
8.0
|
|
|||
Total capital to risk-weighted assets
|
|
16,969
|
|
15.5
|
|
|
8,783
|
|
8.0
|
|
|
10,979
|
|
10.0
|
|
|||
Tier 1 capital to average assets (leverage)
|
|
13,360
|
|
10.5
|
|
|
5,087
|
|
4.0
|
|
|
6,358
|
|
5.0
|
|
|||
As of December 31, 2014
|
Basel I
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 common equity
|
|
|
$13,173
|
|
12.4
|
%
|
|
Not Applicable
|
Not Applicable
|
|
Not Applicable
|
Not Applicable
|
||||||
Tier 1 capital to risk-weighted assets
|
|
13,173
|
|
12.4
|
|
|
|
$4,239
|
|
4.0
|
%
|
|
|
$6,358
|
|
6.0
|
%
|
|
Total capital to risk-weighted assets
|
|
16,781
|
|
15.8
|
|
|
8,477
|
|
8.0
|
|
|
10,596
|
|
10.0
|
|
|||
Tier 1 capital to average assets (leverage)
|
|
13,173
|
|
10.6
|
|
|
4,982
|
|
4.0
|
|
|
6,227
|
|
5.0
|
|
(in millions)
|
Salaries & Employee Benefits
|
Occupancy & Equipment
|
Other
|
|
Total
|
|
||||||
Reserve balance as of January 1, 2014
|
|
$2
|
|
|
$24
|
|
|
$—
|
|
|
$26
|
|
Additions
|
43
|
|
24
|
|
57
|
|
124
|
|
||||
Reversals
|
(1
|
)
|
(5
|
)
|
(4
|
)
|
(10
|
)
|
||||
Utilization
|
(21
|
)
|
(25
|
)
|
(50
|
)
|
(96
|
)
|
||||
Reserve balance as of December 31, 2014
|
23
|
|
18
|
|
3
|
|
44
|
|
||||
Additions
|
—
|
|
2
|
|
1
|
|
3
|
|
||||
Reversals
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||
Utilization
|
(3
|
)
|
(3
|
)
|
(4
|
)
|
(10
|
)
|
||||
Reserve balance as of March 31, 2015
|
|
$18
|
|
|
$17
|
|
|
$—
|
|
|
$35
|
|
(in millions)
|
|
Net Unrealized Gains (Losses) on Derivatives
|
|
Net Unrealized Gains (Losses) on Securities
|
|
Defined Benefit Pension Plans
|
|
Total AOCI
|
|
||||||||
Balance at January 1, 2014
|
|
|
($298
|
)
|
|
|
($91
|
)
|
|
|
($259
|
)
|
|
|
($648
|
)
|
|
Other comprehensive income before reclassifications
|
|
59
|
|
|
71
|
|
|
—
|
|
|
130
|
|
|||||
Other than temporary impairment not recognized in earnings on securities
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Amounts reclassified from other comprehensive income
|
|
7
|
|
|
(14
|
)
|
|
1
|
|
|
(6
|
)
|
|||||
Net other comprehensive income
|
|
66
|
|
|
38
|
|
|
1
|
|
|
105
|
|
|||||
Balance at March 31, 2014
|
|
|
($232
|
)
|
|
|
($53
|
)
|
|
|
($258
|
)
|
|
|
($543
|
)
|
(in millions)
|
|
Net Unrealized Gains (Losses) on Derivatives
|
|
Net Unrealized Gains (Losses) on Securities
|
|
Defined Benefit Pension Plans
|
|
Total AOCI
|
|
||||||||
Balance at January 1, 2015
|
|
|
($69
|
)
|
|
|
$74
|
|
|
|
($377
|
)
|
|
|
($372
|
)
|
|
Other comprehensive income before reclassifications
|
|
65
|
|
|
90
|
|
|
—
|
|
|
155
|
|
|||||
Other than temporary impairment not recognized in earnings on securities
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
(19
|
)
|
|||||
Amounts reclassified from other comprehensive income
|
|
(2
|
)
|
|
(4
|
)
|
|
2
|
|
|
(4
|
)
|
|||||
Net other comprehensive income
|
|
63
|
|
|
67
|
|
|
2
|
|
|
132
|
|
|||||
Balance at March 31, 2015
|
|
|
($6
|
)
|
|
|
$141
|
|
|
|
($375
|
)
|
|
|
($240
|
)
|
|
|
Three Months Ended March 31,
|
|
|
||||||
(in millions)
|
|
2015
|
|
|
2014
|
|
|
|
||
Details about AOCI Components
|
|
|
|
|
|
Affected Line Item in the unaudited interim Consolidated Statements of Operations
|
||||
Reclassification adjustment for net derivative gains (losses) included in net income (loss):
|
|
|
$18
|
|
|
|
$18
|
|
|
Interest income
|
|
|
(15
|
)
|
|
(29
|
)
|
|
Interest expense
|
||
|
|
—
|
|
|
—
|
|
|
Other income
|
||
|
|
3
|
|
|
(11
|
)
|
|
Income (loss) before income tax expense (benefit)
|
||
|
|
1
|
|
|
(4
|
)
|
|
Income tax expense (benefit)
|
||
|
|
|
$2
|
|
|
|
($7
|
)
|
|
Net income (loss)
|
Reclassification of net securities gains (losses) to net income (loss):
|
|
|
$8
|
|
|
|
$25
|
|
|
Securities gains, net
|
|
|
(1
|
)
|
|
(4
|
)
|
|
Net impairment losses recognized in earnings
|
||
|
|
7
|
|
|
21
|
|
|
Income (loss) before income tax expense (benefit)
|
||
|
|
3
|
|
|
7
|
|
|
Income tax expense (benefit)
|
||
|
|
|
$4
|
|
|
|
$14
|
|
|
Net income (loss)
|
Reclassification of changes related to defined benefit pension plans:
|
|
|
($3
|
)
|
|
|
($2
|
)
|
|
Salaries and employee benefits
|
|
|
(3
|
)
|
|
(2
|
)
|
|
Income (loss) before income tax expense (benefit)
|
||
|
|
(1
|
)
|
|
(1
|
)
|
|
Income tax expense (benefit)
|
||
|
|
|
($2
|
)
|
|
|
($1
|
)
|
|
Net income (loss)
|
Total reclassification gains (losses)
|
|
|
$4
|
|
|
|
$6
|
|
|
Net income (loss)
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Net interest income (includes $3 and ($11) of AOCI reclassifications, respectively)
|
|
$836
|
|
|
|
$808
|
|
Provision for credit losses
|
58
|
|
|
121
|
|
||
Noninterest income (includes $7 and $21 of AOCI reclassifications, respectively)
|
347
|
|
|
358
|
|
||
Noninterest expense (includes $3 and $2 of AOCI reclassifications, respectively)
|
810
|
|
|
810
|
|
||
Income before income tax expense
|
315
|
|
|
235
|
|
||
Income tax expense (includes $3 and $2 income tax net expense from reclassification items, respectively)
|
106
|
|
|
69
|
|
||
Net income
|
|
$209
|
|
|
|
$166
|
|
|
As of and for the Three Months Ended March 31, 2015
|
||||||||||||||
(in millions)
|
Consumer Banking
|
|
Commercial Banking
|
|
Other
|
|
|
Consolidated
|
|
||||||
Net interest income
|
|
$533
|
|
|
|
$276
|
|
|
|
$27
|
|
|
|
$836
|
|
Noninterest income
|
219
|
|
|
100
|
|
|
28
|
|
|
347
|
|
||||
Total revenue
|
752
|
|
|
376
|
|
|
55
|
|
|
1,183
|
|
||||
Noninterest expense
|
596
|
|
|
173
|
|
|
41
|
|
|
810
|
|
||||
Profit before provision for credit losses
|
156
|
|
|
203
|
|
|
14
|
|
|
373
|
|
||||
Provision for credit losses
|
63
|
|
|
(21
|
)
|
|
16
|
|
|
58
|
|
||||
Income (loss) before income tax expense (benefit)
|
93
|
|
|
224
|
|
|
(2
|
)
|
|
315
|
|
||||
Income tax expense (benefit)
|
32
|
|
|
77
|
|
|
(3
|
)
|
|
106
|
|
||||
Net income
|
|
$61
|
|
|
|
$147
|
|
|
|
$1
|
|
|
|
$209
|
|
Total average assets
|
|
$51,602
|
|
|
|
$41,606
|
|
|
|
$40,117
|
|
|
|
$133,325
|
|
|
As of and for the Three Months Ended March 31, 2014
|
||||||||||||||
(in millions)
|
Consumer Banking
|
|
Commercial Banking
|
|
Other
|
|
|
Consolidated
|
|
||||||
Net interest income
|
|
$537
|
|
|
|
$256
|
|
|
|
$15
|
|
|
|
$808
|
|
Noninterest income
|
219
|
|
|
107
|
|
|
32
|
|
|
358
|
|
||||
Total revenue
|
756
|
|
|
363
|
|
|
47
|
|
|
1,166
|
|
||||
Noninterest expense
|
638
|
|
|
153
|
|
|
19
|
|
|
810
|
|
||||
Profit before provision for credit losses
|
118
|
|
|
210
|
|
|
28
|
|
|
356
|
|
||||
Provision for credit losses
|
70
|
|
|
(5
|
)
|
|
56
|
|
|
121
|
|
||||
Income (loss) before income tax expense (benefit)
|
48
|
|
|
215
|
|
|
(28
|
)
|
|
235
|
|
||||
Income tax expense (benefit)
|
16
|
|
|
74
|
|
|
(21
|
)
|
|
69
|
|
||||
Net income (loss)
|
|
$32
|
|
|
|
$141
|
|
|
|
($7
|
)
|
|
|
$166
|
|
Total average assets
|
|
$47,610
|
|
|
|
$36,955
|
|
|
|
$39,339
|
|
|
|
$123,904
|
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in millions, except share and per-share data)
|
|
2015
|
|
|
2014
|
|
||
Numerator (basic and diluted):
|
|
|
|
|
||||
Net income
|
|
|
$209
|
|
|
|
$166
|
|
Less: Preferred stock dividends
|
|
—
|
|
|
—
|
|
||
Net income available to common stockholders
|
|
|
$209
|
|
|
|
$166
|
|
Denominator:
|
|
|
|
|
||||
Weighted-average common shares outstanding - basic
|
|
546,291,363
|
|
|
559,998,324
|
|
||
Dilutive common shares: share-based awards
|
|
3,507,354
|
|
|
—
|
|
||
Weighted-average common shares outstanding - diluted
|
|
549,798,717
|
|
|
559,998,324
|
|
||
Earnings per common share:
|
|
|
|
|
||||
Basic
|
|
|
$0.38
|
|
|
|
$0.30
|
|
Diluted
|
|
0.38
|
|
|
0.30
|
|
|
Three months ended March 31,
|
||||||
(in millions)
|
2015
|
|
|
2014
|
|
||
Deposit insurance
|
|
$34
|
|
|
|
$20
|
|
Promotional expense
|
22
|
|
|
20
|
|
||
Settlements and operating losses
|
8
|
|
|
29
|
|
||
Postage and delivery
|
12
|
|
|
13
|
|
||
Other
|
57
|
|
|
64
|
|
||
Other operating expense
|
|
$133
|
|
|
|
$146
|
|
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
•
|
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 RBS.
|
|
Three Months Ended March 31,
|
||||||
(dollars in millions, except per share amounts)
|
2015
|
|
2014
|
||||
OPERATING DATA:
|
|
|
|
||||
Net interest income
|
|
$836
|
|
|
|
$808
|
|
Noninterest income
|
347
|
|
|
358
|
|
||
Total revenue
|
1,183
|
|
|
1,166
|
|
||
Provision for credit losses
|
58
|
|
|
121
|
|
||
Noninterest expense
|
810
|
|
|
810
|
|
||
Income before income tax expense
|
315
|
|
|
235
|
|
||
Income tax expense
|
106
|
|
|
69
|
|
||
Net income
|
|
$209
|
|
|
|
$166
|
|
Net income per average common share - basic
(2)
|
0.38
|
|
|
0.30
|
|
||
Net income per average common share - diluted
(2)
|
0.38
|
|
|
0.30
|
|
||
OTHER OPERATING DATA:
|
|
|
|
||||
Return on average common equity
(3) (6)
|
4.36
|
%
|
|
3.48
|
%
|
||
Return on average tangible common equity
(1) (6)
|
6.53
|
|
|
5.24
|
|
||
Return on average total assets
(4) (6)
|
0.63
|
|
|
0.54
|
|
||
Return on average total tangible assets
(1) (6)
|
0.67
|
|
|
0.57
|
|
||
Efficiency ratio
(1)
|
68.49
|
|
|
69.43
|
|
||
Net interest margin
(5) (6)
|
2.77
|
|
|
2.89
|
|
(in millions)
|
March 31,
2015 |
|
December 31,
2014 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Total assets
|
|
$136,535
|
|
|
|
$132,857
|
|
Loans and leases
(7)
|
94,494
|
|
|
93,410
|
|
||
Allowance for loan and lease losses
|
1,202
|
|
|
1,195
|
|
||
Total securities
|
25,086
|
|
|
24,676
|
|
||
Goodwill
|
6,876
|
|
|
6,876
|
|
||
Total liabilities
|
116,971
|
|
|
113,589
|
|
||
Deposits
|
98,990
|
|
|
95,707
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
4,421
|
|
|
4,276
|
|
||
Other short-term borrowed funds
|
7,004
|
|
|
6,253
|
|
||
Long-term borrowed funds
|
3,904
|
|
|
4,642
|
|
||
Stockholders’ equity
|
19,564
|
|
|
19,268
|
|
||
OTHER BALANCE SHEET DATA:
|
|
|
|
||||
Asset Quality Ratios:
|
|
|
|
||||
Allowance for loan and lease losses as a percentage of total loans and leases
|
1.27
|
%
|
|
1.28
|
%
|
||
Allowance for loan and lease losses as a percentage of nonperforming loans and leases
|
106
|
|
|
109
|
|
||
Nonperforming loans and leases as a percentage of total loans and leases
|
1.20
|
|
|
1.18
|
|
||
Capital Ratios:
(8)
|
|
|
|
||||
CET1 risk-based capital ratio
(9)
|
12.2
|
|
|
12.4
|
|
||
Tier 1 risk-based capital ratio
(10)
|
12.2
|
|
|
12.4
|
|
||
Total risk-based capital ratio
(11)
|
15.5
|
|
|
15.8
|
|
||
Tier 1 leverage ratio
(12)
|
10.5
|
|
|
10.6
|
|
•
|
Return on average common equity, which we define as net income divided by average common equity;
|
•
|
Return on average tangible common equity, which we define as net income divided by average common equity excluding average goodwill, (net of related deferred tax liability), and average other intangibles;
|
•
|
Return on average total assets, which we define as net income divided by average total assets;
|
•
|
Return on average total tangible assets, which we define as net income divided by average total assets excluding average goodwill, (net of related deferred tax liability), and average other intangibles;
|
•
|
Efficiency ratio, which we define as the ratio of our total noninterest expense to the sum of net interest income and total noninterest income. We measure our efficiency ratio to evaluate the efficiency of our operations as it helps us monitor how costs are changing compared to our income. A decrease in our efficiency ratio represents improvement; and
|
•
|
Net interest margin, which we calculate by dividing annualized net interest income for the period by average total interest-earning assets, is a key measure that we use to evaluate our net interest income.
|
|
|
|
As of and for the Three Months Ended March 31,
|
||||||
(dollars in millions, except per-share amounts)
|
Ref.
|
|
2015
|
|
|
2014
|
|
||
Net income (GAAP)
|
A
|
|
|
$209
|
|
|
|
$166
|
|
|
|
|
|
|
|
||||
Return on average tangible common equity:
|
|
|
|
|
|
||||
Average common equity (GAAP)
|
|
|
|
$19,407
|
|
|
|
$19,370
|
|
Less: Average goodwill (GAAP)
|
|
|
6,876
|
|
|
6,876
|
|
||
Less: Average other intangibles (GAAP)
|
|
|
5
|
|
|
7
|
|
||
Add: Average deferred tax liabilities related to goodwill (GAAP)
|
|
|
422
|
|
|
351
|
|
||
Average tangible common equity (non-GAAP)
|
B
|
|
|
$12,948
|
|
|
|
$12,838
|
|
Return on average tangible common equity (non-GAAP)
(1)
|
A/B
|
|
6.53
|
%
|
|
5.24
|
%
|
||
|
|
|
|
|
|
||||
Return on average total tangible assets:
|
|
|
|
|
|
||||
Average total assets (GAAP)
|
|
|
|
$133,325
|
|
|
|
$123,904
|
|
Less: Average goodwill (GAAP)
|
|
|
6,876
|
|
|
6,876
|
|
||
Less: Average other intangibles (GAAP)
|
|
|
5
|
|
|
7
|
|
||
Add: Average deferred tax liabilities related to goodwill (GAAP)
|
|
|
422
|
|
|
351
|
|
||
Average tangible assets (non-GAAP)
|
C
|
|
|
$126,866
|
|
|
|
$117,372
|
|
Return on average total tangible assets (non-GAAP)
(1)
|
A/C
|
|
0.67
|
%
|
|
0.57
|
%
|
||
|
|
|
|
|
|
||||
Efficiency ratio:
|
|
|
|
|
|
||||
Noninterest expense (GAAP)
|
D
|
|
|
$810
|
|
|
|
$810
|
|
Net interest income (GAAP)
|
|
|
836
|
|
|
808
|
|
||
Noninterest income (GAAP)
|
|
|
347
|
|
|
358
|
|
||
Total revenue (GAAP)
|
E
|
|
|
$1,183
|
|
|
|
$1,166
|
|
Efficiency ratio (non-GAAP)
|
D/E
|
|
68.49
|
%
|
|
69.43
|
%
|
||
|
|
|
|
|
|
||||
Noninterest expense excluding restructuring charges and special items:
|
|
|
|
|
|
||||
Noninterest expense (GAAP)
|
D
|
|
|
$810
|
|
|
|
$810
|
|
Less: Restructuring charges (GAAP)
|
|
|
1
|
|
|
—
|
|
||
Less: Special items
(2)
|
|
|
9
|
|
|
—
|
|
||
Noninterest expense, excluding restructuring charges and special items (non-GAAP)
|
F
|
|
|
$800
|
|
|
|
$810
|
|
|
|
|
|
|
|
||||
Net income, excluding restructuring charges and special items:
|
|
|
|
|
|
||||
Net income (GAAP)
|
A
|
|
|
$209
|
|
|
|
$166
|
|
Add: Restructuring charges (GAAP)
|
|
|
1
|
|
|
—
|
|
||
Special items
(2)
|
|
|
5
|
|
|
—
|
|
||
Net income, excluding restructuring charges and special items (non-GAAP)
|
G
|
|
|
$215
|
|
|
|
$166
|
|
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)
(1)
|
G/B
|
|
6.73
|
%
|
|
5.24
|
%
|
|
|
|
As of and for the Three Months Ended March 31,
|
||||||||||||||||||||||||||||||
|
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||
(dollars in millions)
|
Ref.
|
|
Consumer
Banking |
|
Commercial
Banking |
|
Other
|
|
Consolidated
|
|
Consumer
Banking |
|
Commercial
Banking |
|
Other
|
|
Consolidated
|
||||||||||||||||
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income (GAAP)
|
H
|
|
|
$61
|
|
|
|
$147
|
|
|
|
$1
|
|
|
|
$209
|
|
|
|
$32
|
|
|
|
$141
|
|
|
|
($7
|
)
|
|
|
$166
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Efficiency ratio:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenue (GAAP)
|
I
|
|
|
$752
|
|
|
|
$376
|
|
|
|
$55
|
|
|
|
$1,183
|
|
|
|
$756
|
|
|
|
$363
|
|
|
|
$47
|
|
|
|
$1,166
|
|
Noninterest expense (GAAP)
|
J
|
|
|
$596
|
|
|
|
$173
|
|
|
|
$41
|
|
|
|
$810
|
|
|
|
$638
|
|
|
|
$153
|
|
|
|
$19
|
|
|
|
$810
|
|
Efficiency ratio (non-GAAP)
|
J/I
|
|
79.25
|
%
|
|
46.01
|
%
|
|
NM
|
|
|
68.49
|
%
|
|
84.39
|
%
|
|
42.13
|
%
|
|
NM
|
|
|
69.43
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Return on average total tangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Average total assets (GAAP)
|
|
|
|
$51,602
|
|
|
|
$41,606
|
|
|
|
$40,117
|
|
|
|
$133,325
|
|
|
|
$47,610
|
|
|
|
$36,955
|
|
|
|
$39,339
|
|
|
|
$123,904
|
|
Less: Average goodwill (GAAP)
|
|
|
—
|
|
|
—
|
|
|
6,876
|
|
|
6,876
|
|
|
—
|
|
|
—
|
|
|
6,876
|
|
|
6,876
|
|
||||||||
Less: Average other intangibles (GAAP)
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||||
Add: Average deferred tax liabilities related to goodwill (GAAP)
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|
351
|
|
||||||||
Average total tangible assets (non-GAAP)
|
K
|
|
|
$51,602
|
|
|
|
$41,606
|
|
|
|
$33,658
|
|
|
|
$126,866
|
|
|
|
$47,610
|
|
|
|
$36,955
|
|
|
|
$32,807
|
|
|
|
$117,372
|
|
Return on average total tangible assets (non-GAAP)
(1)
|
H/K
|
|
0.48
|
%
|
|
1.43
|
%
|
|
NM
|
|
|
0.67
|
%
|
|
0.27
|
%
|
|
1.54
|
%
|
|
NM
|
|
|
0.57
|
%
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Return on average tangible common equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Average common equity (GAAP)
(3)
|
|
|
|
$4,649
|
|
|
|
$4,526
|
|
|
|
$10,232
|
|
|
|
$19,407
|
|
|
|
$4,568
|
|
|
|
$4,023
|
|
|
|
$10,779
|
|
|
|
$19,370
|
|
Less: Average goodwill (GAAP)
|
|
|
—
|
|
|
—
|
|
|
6,876
|
|
|
6,876
|
|
|
—
|
|
|
—
|
|
|
6,876
|
|
|
6,876
|
|
||||||||
Less: Average other intangibles (GAAP)
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||||||
Add: Average deferred tax liabilities related to goodwill (GAAP)
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
351
|
|
|
351
|
|
||||||||
Average tangible common equity (non-GAAP)
(3)
|
L
|
|
|
$4,649
|
|
|
|
$4,526
|
|
|
|
$3,773
|
|
|
|
$12,948
|
|
|
|
$4,568
|
|
|
|
$4,023
|
|
|
|
$4,247
|
|
|
|
$12,838
|
|
Return on average tangible common equity (non-GAAP)
(1)(3)
|
H/L
|
|
5.30
|
%
|
|
13.15
|
%
|
|
NM
|
|
|
6.53
|
%
|
|
2.81
|
%
|
|
14.17
|
%
|
|
NM
|
|
|
5.24
|
%
|
•
|
Net income of
$209 million
in the first quarter increased
$43 million
, compared to
$166 million
in the first quarter of 2014;
|
•
|
Net income included
$6 million
in after-tax restructuring charges and special noninterest expense items largely related to our ongoing separation from RBS and ongoing efforts to improve processes and enhance efficiencies across the organization. Excluding the restructuring charges and special noninterest expense items, net income increased
$49 million
, or
30%
, to
$215 million
(1)
, compared to
$166 million
in the first quarter of 2014;
|
•
|
Net interest income of
$836 million
in the first quarter of 2015 increased
$28 million
, or
3%
, compared to
$808 million
in the first quarter of 2014, 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 effect of the Chicago Divestiture, higher borrowing costs related to debt issuances, and higher deposit costs;
|
•
|
Net interest margin of
2.77%
in the first quarter of 2015 decreased 12 basis points, compared to
2.89%
in the first quarter of 2014 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;
|
•
|
Noninterest income of
$347 million
in the first quarter of 2015 decreased
$11 million
, or
3%
, compared to
$358 million
in the first quarter of 2014, as strength in mortgage banking and capital markets was more than offset by a decrease related to the Chicago Divestiture, and lower securities gains. Excluding both the impact of the Chicago Divestiture and the decrease in securities gains, underlying noninterest income was up approximately 5%;
|
•
|
Noninterest expense of
$810 million
in the first quarter of 2015 was flat compared with the first quarter of 2014 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 a 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;
|
•
|
Provision for credit losses totaled
$58 million
in the first quarter of 2015, down
$63 million
, or
52%
, from
$121 million
in the first quarter of 2014, reflecting improved credit quality and the effects of a large loan recovery. The first quarter of 2015 included a
$4 million
reserve build compared to a
$34 million
build in the first quarter of 2014;
|
•
|
Return on average tangible common equity ratio improved to
6.53%
(1)
, from
5.24%
(1)
in the first quarter of 2014. Excluding the impact of restructuring charges and special items mentioned above, our return on average tangible common equity improved to
6.73%
(1)
from
5.24%
(1)
from the first quarter of 2014;
|
•
|
Average loans and leases of
$94.0 billion
increased
$7.8 billion
, or
9%
, from
$86.1 billion
in the first quarter of 2014, driven by commercial loan growth across most products, and an increase in auto, residential mortgage, 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;
|
•
|
Average interest-bearing deposits of
$69.9 billion
increased
$8.3 billion
, or
14%
, from
$61.6 billion
in the first quarter of 2014, driven by growth in all deposit products;
|
•
|
Net charge-offs of
$54 million
decreased
$33 million
, or
38%
, from
$87 million
in the first quarter of 2014 due to improving credit conditions and the effect of one large recovery. The allowance for loan and lease losses of
$1.2 billion
, remained relatively stable compared to the fourth quarter of 2014. 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. 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
|
•
|
Net income per average common share, basic and diluted, was
$0.38
compared to
$0.30
in the first quarter of 2014.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|
|
Percent
|
|
|||||
Operating Data:
|
|
|
|
|
|
|
|
|||||||
Net interest income
|
|
$836
|
|
|
|
$808
|
|
|
|
$28
|
|
|
3
|
%
|
Noninterest income
|
347
|
|
|
358
|
|
|
(11
|
)
|
|
(3
|
)
|
|||
Total revenue
|
1,183
|
|
|
1,166
|
|
|
17
|
|
|
1
|
|
|||
Provision for credit losses
|
58
|
|
|
121
|
|
|
(63
|
)
|
|
(52
|
)
|
|||
Noninterest expense
|
810
|
|
|
810
|
|
|
—
|
|
|
—
|
|
|||
Noninterest expense, excluding restructuring charges and special items
(1)
|
800
|
|
|
810
|
|
|
(10
|
)
|
|
(1
|
)
|
|||
Income before income tax expense
|
315
|
|
|
235
|
|
|
80
|
|
|
34
|
|
|||
Income tax expense
|
106
|
|
|
69
|
|
|
37
|
|
|
54
|
|
|||
Net income
|
209
|
|
|
166
|
|
|
43
|
|
|
26
|
|
|||
Net income, excluding restructuring charges and special items
(1)
|
215
|
|
|
166
|
|
|
49
|
|
|
30
|
|
|||
Return on average tangible common equity
(1) (2)
|
6.53
|
%
|
|
5.24
|
%
|
|
129
|
bps
|
|
—
|
|
|||
Return on average tangible common equity, excluding restructuring charges and special items
(1) (2)
|
6.73
|
%
|
|
5.24
|
%
|
|
149
|
bps
|
|
—
|
|
|
Three Months Ended March 31,
|
|
Change
|
|||||||||||||||||||
2015
|
|
2014
|
|
|
|
|||||||||||||||||
(dollars in millions)
|
Average
Balances
|
Income/
Expense
|
Yields/
Rates
|
|
Average
Balances
|
Income/
Expense
|
Yields/
Rates
|
|
Average
Balances
|
Yields/
Rates
|
||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing cash and due from banks and deposits in banks
|
|
$2,092
|
|
|
$1
|
|
0.19
|
%
|
|
|
$1,768
|
|
|
$1
|
|
0.23
|
%
|
|
|
$324
|
|
(4) bps
|
Taxable investment securities
|
24,955
|
|
159
|
|
2.55
|
|
|
23,375
|
|
149
|
|
2.56
|
|
|
1,580
|
|
(1)
|
|||||
Non-taxable investment securities
|
10
|
|
—
|
|
2.60
|
|
|
11
|
|
—
|
|
2.60
|
|
|
(1
|
)
|
—
|
|||||
Total investment securities
|
24,965
|
|
159
|
|
2.55
|
|
|
23,386
|
|
149
|
|
2.57
|
|
|
1,579
|
|
(2)
|
|||||
Commercial
|
31,911
|
|
226
|
|
2.84
|
|
|
29,108
|
|
219
|
|
3.01
|
|
|
2,803
|
|
(17)
|
|||||
Commercial real estate
|
7,700
|
|
50
|
|
2.59
|
|
|
6,898
|
|
45
|
|
2.58
|
|
|
802
|
|
1
|
|||||
Leases
|
3,895
|
|
25
|
|
2.53
|
|
|
3,723
|
|
26
|
|
2.84
|
|
|
172
|
|
(31)
|
|||||
Total commercial
|
43,506
|
|
301
|
|
2.77
|
|
|
39,729
|
|
290
|
|
2.92
|
|
|
3,777
|
|
(15)
|
|||||
Residential mortgages
|
11,855
|
|
112
|
|
3.79
|
|
|
9,889
|
|
98
|
|
3.98
|
|
|
1,966
|
|
(19)
|
|||||
Home equity loans
|
3,332
|
|
44
|
|
5.40
|
|
|
4,231
|
|
55
|
|
5.23
|
|
|
(899
|
)
|
17
|
|||||
Home equity lines of credit
|
15,310
|
|
111
|
|
2.94
|
|
|
15,590
|
|
110
|
|
2.86
|
|
|
(280
|
)
|
8
|
|||||
Home equity loans serviced by others
(1)
|
1,193
|
|
21
|
|
7.09
|
|
|
1,454
|
|
24
|
|
6.79
|
|
|
(261
|
)
|
30
|
|||||
Home equity lines of credit serviced by others
(1)
|
522
|
|
3
|
|
2.58
|
|
|
660
|
|
4
|
|
2.67
|
|
|
(138
|
)
|
(9)
|
|||||
Automobile
|
12,933
|
|
89
|
|
2.78
|
|
|
9,408
|
|
59
|
|
2.54
|
|
|
3,525
|
|
24
|
|||||
Student
|
2,623
|
|
33
|
|
5.13
|
|
|
2,262
|
|
25
|
|
4.43
|
|
|
361
|
|
70
|
|||||
Credit cards
|
1,637
|
|
45
|
|
11.10
|
|
|
1,639
|
|
42
|
|
10.31
|
|
|
(2
|
)
|
79
|
|||||
Other retail
|
1,041
|
|
20
|
|
7.59
|
|
|
1,270
|
|
23
|
|
7.42
|
|
|
(229
|
)
|
17
|
|||||
Total retail
|
50,446
|
|
478
|
|
3.83
|
|
|
46,403
|
|
440
|
|
3.85
|
|
|
4,043
|
|
(2)
|
|||||
Total loans and leases
|
93,952
|
|
779
|
|
3.34
|
|
|
86,132
|
|
730
|
|
3.41
|
|
|
7,820
|
|
(7)
|
|||||
Loans held for sale
|
242
|
|
1
|
|
2.33
|
|
|
127
|
|
1
|
|
3.29
|
|
|
115
|
|
(96)
|
|||||
Other loans held for sale
|
91
|
|
2
|
|
9.37
|
|
|
1,092
|
|
12
|
|
4.21
|
|
|
(1,001
|
)
|
NM
|
|||||
Interest-earning assets
|
121,342
|
|
942
|
|
3.12
|
|
|
112,505
|
|
893
|
|
3.19
|
|
|
8,837
|
|
(7)
|
|||||
Allowance for loan and lease losses
|
(1,192
|
)
|
|
|
|
(1,238
|
)
|
|
|
|
46
|
|
|
|||||||||
Goodwill
|
6,876
|
|
|
|
|
6,876
|
|
|
|
|
—
|
|
|
|||||||||
Other noninterest-earning assets
|
6,299
|
|
|
|
|
5,761
|
|
|
|
|
538
|
|
|
|||||||||
Total noninterest-earning assets
|
11,983
|
|
|
|
|
11,399
|
|
|
|
|
584
|
|
|
|||||||||
Total assets
|
|
$133,325
|
|
|
|
|
|
$123,904
|
|
|
|
|
|
$9,421
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Checking with interest
|
|
$16,039
|
|
|
$4
|
|
0.11
|
%
|
|
|
$13,317
|
|
|
$2
|
|
0.06
|
%
|
|
|
$2,722
|
|
5 bps
|
Money market and savings
|
41,666
|
|
25
|
|
0.25
|
|
|
38,919
|
|
16
|
|
0.17
|
|
|
2,747
|
|
8
|
|||||
Term deposits
|
12,184
|
|
23
|
|
0.78
|
|
|
9,334
|
|
15
|
|
0.65
|
|
|
2,850
|
|
13
|
|||||
Total interest-bearing deposits
|
69,889
|
|
52
|
|
0.31
|
|
|
61,570
|
|
33
|
|
0.22
|
|
|
8,319
|
|
9
|
|||||
Interest-bearing deposits held for sale
|
—
|
|
—
|
|
—
|
|
|
4,233
|
|
2
|
|
0.23
|
|
|
(4,233
|
)
|
(23)
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
(2)
|
4,607
|
|
7
|
|
0.60
|
|
|
5,707
|
|
15
|
|
1.02
|
|
|
(1,100
|
)
|
(42)
|
|||||
Other short-term borrowed funds
|
6,969
|
|
15
|
|
0.83
|
|
|
3,637
|
|
19
|
|
2.07
|
|
|
3,332
|
|
(124)
|
|||||
Long-term borrowed funds
|
3,930
|
|
32
|
|
3.27
|
|
|
1,405
|
|
16
|
|
4.61
|
|
|
2,525
|
|
(134)
|
|||||
Total borrowed funds
|
15,506
|
|
54
|
|
1.38
|
|
|
10,749
|
|
50
|
|
1.84
|
|
|
4,757
|
|
(46)
|
|||||
Total interest-bearing liabilities
|
85,395
|
|
106
|
|
0.50
|
|
|
76,552
|
|
85
|
|
0.45
|
|
|
8,843
|
|
5
|
|||||
Demand deposits
|
25,756
|
|
|
|
|
24,796
|
|
|
|
|
960
|
|
|
|||||||||
Demand deposits held for sale
|
—
|
|
|
|
|
997
|
|
|
|
|
(997
|
)
|
|
|||||||||
Other liabilities
|
2,767
|
|
|
|
|
2,189
|
|
|
|
|
578
|
|
|
|||||||||
Total liabilities
|
113,918
|
|
|
|
|
104,534
|
|
|
|
|
9,384
|
|
|
|||||||||
Stockholders’ equity
|
19,407
|
|
|
|
|
19,370
|
|
|
|
|
37
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
|
$133,325
|
|
|
|
|
|
$123,904
|
|
|
|
|
|
$9,421
|
|
|
||||||
Interest rate spread
|
|
|
2.62
|
|
|
|
|
2.74
|
|
|
|
(12)
|
||||||||||
Net interest income
|
|
|
$836
|
|
|
|
|
|
$808
|
|
|
|
|
|
||||||||
Net interest margin
|
|
|
2.77
|
%
|
|
|
|
2.89
|
%
|
|
|
(12) bps
|
||||||||||
Memo: Total deposits (interest-bearing and demand)
|
|
$95,645
|
|
|
$52
|
|
0.22
|
%
|
|
|
$91,596
|
|
|
$35
|
|
0.16
|
%
|
|
|
$4,049
|
|
6 bps
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2015
|
|
|
2014
|
|
|
Change
|
|
|
Percent
|
|
|||
Service charges and fees
|
|
$135
|
|
|
|
$139
|
|
|
|
($4
|
)
|
|
(3
|
%)
|
Card fees
|
52
|
|
|
56
|
|
|
(4
|
)
|
|
(7
|
)
|
|||
Mortgage banking fees
|
33
|
|
|
20
|
|
|
13
|
|
|
65
|
|
|||
Trust and investment services fees
|
36
|
|
|
39
|
|
|
(3
|
)
|
|
(8
|
)
|
|||
Foreign exchange and trade finance fees
|
23
|
|
|
22
|
|
|
1
|
|
|
5
|
|
|||
Capital markets fees
|
22
|
|
|
18
|
|
|
4
|
|
|
22
|
|
|||
Bank-owned life insurance income
|
12
|
|
|
11
|
|
|
1
|
|
|
9
|
|
|||
Securities gains, net
|
8
|
|
|
25
|
|
|
(17
|
)
|
|
(68
|
)
|
|||
Other income
(1)
|
26
|
|
|
28
|
|
|
(2
|
)
|
|
(7
|
)
|
|||
Noninterest income
|
|
$347
|
|
|
|
$358
|
|
|
|
($11
|
)
|
|
(3
|
%)
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2015
|
|
|
2014
|
|
|
Change
|
|
|
Percent
|
|
|||
Salaries and employee benefits
|
|
$419
|
|
|
|
$405
|
|
|
|
$14
|
|
|
3
|
%
|
Outside services
|
79
|
|
|
83
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
Occupancy
|
80
|
|
|
81
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Equipment expense
|
63
|
|
|
64
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Amortization of software
|
36
|
|
|
31
|
|
|
5
|
|
|
16
|
|
|||
Other operating expense
|
133
|
|
|
146
|
|
|
(13
|
)
|
|
(9
|
)
|
|||
Noninterest expense
|
|
$810
|
|
|
|
$810
|
|
|
|
$—
|
|
|
—
|
%
|
|
As of and for the Three Months Ended March 31, 2015
|
||||||||||||||
(dollars in millions)
|
Consumer Banking
|
|
Commercial Banking
|
|
Other
|
|
(5)
|
Consolidated
|
|||||||
Net interest income
|
|
$533
|
|
|
|
$276
|
|
|
|
$27
|
|
|
|
$836
|
|
Noninterest income
|
219
|
|
|
100
|
|
|
28
|
|
|
347
|
|
||||
Total revenue
|
752
|
|
|
376
|
|
|
55
|
|
|
1,183
|
|
||||
Noninterest expense
|
596
|
|
|
173
|
|
|
41
|
|
|
810
|
|
||||
Profit before provision for credit losses
|
156
|
|
|
203
|
|
|
14
|
|
|
373
|
|
||||
Provision for credit losses
|
63
|
|
|
(21
|
)
|
|
16
|
|
|
58
|
|
||||
Income (loss) before income tax expense (benefit)
|
93
|
|
|
224
|
|
|
(2
|
)
|
|
315
|
|
||||
Income tax expense (benefit)
|
32
|
|
|
77
|
|
|
(3
|
)
|
|
106
|
|
||||
Net income
|
|
$61
|
|
|
|
$147
|
|
|
|
$1
|
|
|
|
$209
|
|
Loans and leases and loans held for sale (period-end)
|
|
$50,532
|
|
|
|
$40,642
|
|
|
|
$3,696
|
|
|
|
$94,870
|
|
Average Balances:
|
|
|
|
|
|
|
|
||||||||
Total assets
|
|
$51,602
|
|
|
|
$41,606
|
|
|
|
$40,117
|
|
|
|
$133,325
|
|
Loans and leases and loans held for sale
|
50,260
|
|
|
40,241
|
|
|
3,784
|
|
|
94,285
|
|
||||
Deposits
|
67,518
|
|
|
21,932
|
|
|
6,195
|
|
|
95,645
|
|
||||
Interest-earning assets
|
50,294
|
|
|
40,344
|
|
|
30,704
|
|
|
121,342
|
|
||||
Key Metrics
|
|
|
|
|
|
|
|
||||||||
Net interest margin
(1)
|
4.30
|
%
|
|
2.77
|
%
|
|
NM
|
|
|
2.77
|
%
|
||||
Efficiency ratio
(2)
|
79.25
|
|
|
46.01
|
|
|
NM
|
|
|
68.49
|
|
||||
Average loans to average deposits ratio
(3)
|
74.44
|
|
|
183.48
|
|
|
NM
|
|
|
98.58
|
|
||||
Return on average total tangible assets
(1) (2)
|
0.48
|
|
|
1.43
|
|
|
NM
|
|
|
0.67
|
|
||||
Return on average tangible common equity
(1) (2) (4)
|
5.30
|
|
|
13.15
|
|
|
NM
|
|
|
6.53
|
|
|
As of and for the Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|
|
Percent
|
|
|||||
Net interest income
|
|
$533
|
|
|
|
$537
|
|
|
|
($4
|
)
|
|
(1
|
%)
|
Noninterest income
|
219
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|||
Total revenue
|
752
|
|
|
756
|
|
|
(4
|
)
|
|
(1
|
)
|
|||
Noninterest expense
|
596
|
|
|
638
|
|
|
(42
|
)
|
|
(7
|
)
|
|||
Profit before provision for credit losses
|
156
|
|
|
118
|
|
|
38
|
|
|
32
|
|
|||
Provision for credit losses
|
63
|
|
|
70
|
|
|
(7
|
)
|
|
(10
|
)
|
|||
Income before income tax expense
|
93
|
|
|
48
|
|
|
45
|
|
|
94
|
|
|||
Income tax expense
|
32
|
|
|
16
|
|
|
16
|
|
|
100
|
|
|||
Net income
|
|
$61
|
|
|
|
$32
|
|
|
|
$29
|
|
|
91
|
|
Loans and leases and loans held for sale (period-end)
(1)
|
|
$50,532
|
|
|
|
$46,833
|
|
|
|
$3,699
|
|
|
8
|
|
Average Balances:
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$51,602
|
|
|
|
$47,610
|
|
|
|
$3,992
|
|
|
8
|
|
Loans and leases and loans held for sale
(1)
|
50,260
|
|
|
46,154
|
|
|
4,106
|
|
|
9
|
|
|||
Deposits and deposits held for sale
(2)
|
67,518
|
|
|
70,769
|
|
|
(3,251
|
)
|
|
(5
|
)
|
|||
Interest-earning assets
|
50,294
|
|
|
46,185
|
|
|
4,109
|
|
|
9
|
%
|
|||
Key Metrics
|
|
|
|
|
|
|
|
|||||||
Net interest margin
(3)
|
4.30
|
%
|
|
4.72
|
%
|
|
(42) bps
|
|
|
—
|
|
|||
Efficiency ratio
(4)
|
79.25
|
|
|
84.39
|
|
|
(514) bps
|
|
|
—
|
|
|||
Average loans to average deposits ratio
(5)
|
74.44
|
|
|
65.22
|
|
|
922 bps
|
|
|
—
|
|
|||
Return on average total tangible assets
(3) (4)
|
0.48
|
|
|
0.27
|
|
|
21 bps
|
|
|
—
|
|
|||
Return on average tangible common equity
(3) (4) (6)
|
5.30
|
|
|
2.81
|
|
|
249 bps
|
|
|
—
|
|
|
As of and for the Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2015
|
|
2014
|
|
Change
|
|
|
Percent
|
|
|||||
Net interest income
|
|
$276
|
|
|
|
$256
|
|
|
|
$20
|
|
|
8
|
%
|
Noninterest income
|
100
|
|
|
107
|
|
|
(7
|
)
|
|
(7
|
)
|
|||
Total revenue
|
376
|
|
|
363
|
|
|
13
|
|
|
4
|
|
|||
Noninterest expense
|
173
|
|
|
153
|
|
|
20
|
|
|
13
|
|
|||
Profit before provision for credit losses
|
203
|
|
|
210
|
|
|
(7
|
)
|
|
(3
|
)
|
|||
Provision for credit losses
|
(21
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|
(320
|
)
|
|||
Income before income tax expense
|
224
|
|
|
215
|
|
|
9
|
|
|
4
|
|
|||
Income tax expense
|
77
|
|
|
74
|
|
|
3
|
|
|
4
|
|
|||
Net income
|
|
$147
|
|
|
|
$141
|
|
|
|
$6
|
|
|
4
|
|
Loans and leases and loans held for sale (period-end)
(1)
|
|
$40,642
|
|
|
|
$37,068
|
|
|
|
$3,574
|
|
|
10
|
|
Average Balances:
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$41,606
|
|
|
|
$36,955
|
|
|
|
$4,651
|
|
|
13
|
|
Loans and leases and loans held for sale
(1)
|
40,241
|
|
|
36,577
|
|
|
3,664
|
|
|
10
|
|
|||
Deposits and deposits held for sale
(2)
|
21,932
|
|
|
17,440
|
|
|
4,492
|
|
|
26
|
|
|||
Interest-earning assets
|
40,344
|
|
|
36,716
|
|
|
3,628
|
|
|
10
|
%
|
|||
Key Metrics
|
|
|
|
|
|
|
|
|||||||
Net interest margin
(3)
|
2.77
|
%
|
|
2.83
|
%
|
|
(6) bps
|
|
|
—
|
|
|||
Efficiency ratio
(4)
|
46.01
|
|
|
42.13
|
|
|
388 bps
|
|
|
—
|
|
|||
Average loans to average deposits ratio
(5)
|
183.48
|
|
|
209.74
|
|
|
(2,626) bps
|
|
|
—
|
|
|||
Return on average total tangible assets
(3) (4)
|
1.43
|
|
|
1.54
|
|
|
(11) bps
|
|
|
—
|
|
|||
Return on average tangible common equity
(3) (4) (6)
|
13.15
|
|
|
14.17
|
|
|
(102) bps
|
|
|
—
|
|
|
As of and for the Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2015
|
|
|
2014
|
|
|
Change
|
|
|
Percent
|
|
|||
Net interest income
|
|
$27
|
|
|
|
$15
|
|
|
|
$12
|
|
|
80
|
%
|
Noninterest income
|
28
|
|
|
32
|
|
|
(4
|
)
|
|
(13
|
)
|
|||
Total revenue
|
55
|
|
|
47
|
|
|
8
|
|
|
17
|
|
|||
Noninterest expense
|
41
|
|
|
19
|
|
|
22
|
|
|
116
|
|
|||
Profit before provision for credit losses
|
14
|
|
|
28
|
|
|
(14
|
)
|
|
(50
|
)
|
|||
Provision for credit losses
|
16
|
|
|
56
|
|
|
(40
|
)
|
|
(71
|
)
|
|||
Loss before income tax benefit
|
(2
|
)
|
|
(28
|
)
|
|
26
|
|
|
93
|
|
|||
Income tax benefit
|
(3
|
)
|
|
(21
|
)
|
|
18
|
|
|
86
|
|
|||
Net income (loss)
|
|
$1
|
|
|
|
($7
|
)
|
|
|
$8
|
|
|
114
|
|
Loans and leases and loans held for sale (period-end)
|
|
$3,696
|
|
|
|
$4,561
|
|
|
|
($865
|
)
|
|
(19
|
)
|
Average Balances:
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$40,117
|
|
|
|
$39,339
|
|
|
|
$778
|
|
|
2
|
|
Loans and leases and loans held for sale
|
3,784
|
|
|
4,620
|
|
|
(836
|
)
|
|
(18
|
)
|
|||
Deposits and deposits held for sale
|
6,195
|
|
|
3,387
|
|
|
2,808
|
|
|
83
|
|
|||
Interest-earning assets
|
30,704
|
|
|
29,604
|
|
|
1,100
|
|
|
4
|
%
|
(dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
|
|
Percent
|
|
|||||
Commercial
|
|
$32,249
|
|
|
|
$31,431
|
|
|
|
$818
|
|
|
3
|
%
|
Commercial real estate
|
7,863
|
|
|
7,809
|
|
|
54
|
|
|
1
|
|
|||
Leases
|
3,870
|
|
|
3,986
|
|
|
(116
|
)
|
|
(3
|
)
|
|||
Total commercial
|
43,982
|
|
|
43,226
|
|
|
756
|
|
|
2
|
|
|||
Residential mortgages
|
11,808
|
|
|
11,832
|
|
|
(24
|
)
|
|
—
|
|
|||
Home equity loans
|
3,212
|
|
|
3,424
|
|
|
(212
|
)
|
|
(6
|
)
|
|||
Home equity lines of credit
|
15,127
|
|
|
15,423
|
|
|
(296
|
)
|
|
(2
|
)
|
|||
Home equity loans serviced by others
(1)
|
1,192
|
|
|
1,228
|
|
|
(36
|
)
|
|
(3
|
)
|
|||
Home equity lines of credit serviced by others
(1)
|
544
|
|
|
550
|
|
|
(6
|
)
|
|
(1
|
)
|
|||
Automobile
|
13,179
|
|
|
12,706
|
|
|
473
|
|
|
4
|
|
|||
Student
|
2,852
|
|
|
2,256
|
|
|
596
|
|
|
26
|
|
|||
Credit cards
|
1,588
|
|
|
1,693
|
|
|
(105
|
)
|
|
(6
|
)
|
|||
Other retail
|
1,010
|
|
|
1,072
|
|
|
(62
|
)
|
|
(6
|
)
|
|||
Total retail
|
50,512
|
|
|
50,184
|
|
|
328
|
|
|
1
|
|
|||
Total loans and leases
(2) (3)
|
|
$94,494
|
|
|
|
$93,410
|
|
|
|
$1,084
|
|
|
1
|
%
|
(dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
|
(Date of Designation) June 30, 2009
|
|
Change from 2015-2014
|
|
Change from 2015-2009
|
||||||||
Commercial
|
|
$55
|
|
|
|
$68
|
|
|
|
$1,900
|
|
|
(19
|
%)
|
|
(97
|
%)
|
Commercial real estate
|
192
|
|
|
216
|
|
|
3,412
|
|
|
(11
|
)
|
|
(94
|
)
|
|||
Total commercial
|
247
|
|
|
284
|
|
|
5,312
|
|
|
(13
|
)
|
|
(95
|
)
|
|||
Residential mortgages
|
347
|
|
|
365
|
|
|
1,467
|
|
|
(5
|
)
|
|
(76
|
)
|
|||
Home equity loans
|
84
|
|
|
118
|
|
|
384
|
|
|
(29
|
)
|
|
(78
|
)
|
|||
Home equity lines of credit
|
86
|
|
|
121
|
|
|
231
|
|
|
(29
|
)
|
|
(63
|
)
|
|||
Home equity loans serviced by others
(1)
|
1,192
|
|
|
1,228
|
|
|
4,591
|
|
|
(3
|
)
|
|
(74
|
)
|
|||
Home equity lines of credit serviced by others
(1)
|
544
|
|
|
550
|
|
|
1,589
|
|
|
(1
|
)
|
|
(66
|
)
|
|||
Automobile
|
—
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
(100
|
)
|
|||
Student
|
361
|
|
|
369
|
|
|
1,495
|
|
|
(2
|
)
|
|
(76
|
)
|
|||
Credit cards
|
—
|
|
|
—
|
|
|
995
|
|
|
—
|
|
|
(100
|
)
|
|||
Other retail
|
—
|
|
|
—
|
|
|
3,268
|
|
|
—
|
|
|
(100
|
)
|
|||
Total retail
|
2,614
|
|
|
2,751
|
|
|
14,789
|
|
|
(5
|
)
|
|
(82
|
)
|
|||
Total non-core loans
|
2,861
|
|
|
3,035
|
|
|
20,101
|
|
|
(6
|
)
|
|
(86
|
)
|
|||
Other assets
|
65
|
|
|
65
|
|
|
378
|
|
|
—
|
|
|
(83
|
)
|
|||
Total non-core assets
|
|
$2,926
|
|
|
|
$3,100
|
|
|
|
$20,479
|
|
|
(6
|
%)
|
|
(86
|
%)
|
|
March 31, 2015
|
||||||||||||||
(in millions)
|
Current
|
|
|
30-89 Days
Past Due |
|
90+ Days
Past Due
|
|
Total
|
|
||||||
Recorded Investment:
|
|
|
|
|
|
|
|
||||||||
Residential mortgages
|
|
$329
|
|
|
|
$45
|
|
|
|
$71
|
|
|
|
$445
|
|
Home equity loans
|
211
|
|
|
25
|
|
|
37
|
|
|
273
|
|
||||
Home equity lines of credit
|
131
|
|
|
9
|
|
|
17
|
|
|
157
|
|
||||
Home equity loans serviced by others
(1)
|
79
|
|
|
4
|
|
|
5
|
|
|
88
|
|
||||
Home equity lines of credit serviced by others
(1)
|
9
|
|
|
1
|
|
|
1
|
|
|
11
|
|
||||
Automobile
|
11
|
|
|
1
|
|
|
—
|
|
|
12
|
|
||||
Student
|
158
|
|
|
7
|
|
|
1
|
|
|
166
|
|
||||
Credit cards
|
28
|
|
|
2
|
|
|
1
|
|
|
31
|
|
||||
Other retail
|
18
|
|
|
1
|
|
|
—
|
|
|
19
|
|
||||
Total
|
|
$974
|
|
|
|
$95
|
|
|
|
$133
|
|
|
|
$1,202
|
|
|
March 31, 2015
|
||||||||||
(in millions)
|
Accruing
|
|
|
Nonaccruing
|
|
|
Total
|
|
|||
Recorded Investment:
|
|
|
|
|
|
||||||
Residential mortgages
|
|
$285
|
|
|
|
$160
|
|
|
|
$445
|
|
Home equity loans
|
171
|
|
|
102
|
|
|
273
|
|
|||
Home equity lines of credit
|
63
|
|
|
94
|
|
|
157
|
|
|||
Home equity loans serviced by others
(1)
|
61
|
|
|
27
|
|
|
88
|
|
|||
Home equity lines of credit serviced by others
(1)
|
3
|
|
|
8
|
|
|
11
|
|
|||
Automobile
|
3
|
|
|
9
|
|
|
12
|
|
|||
Student
|
149
|
|
|
17
|
|
|
166
|
|
|||
Credit cards
|
30
|
|
|
1
|
|
|
31
|
|
|||
Other retail
|
18
|
|
|
1
|
|
|
19
|
|
|||
Total
|
|
$783
|
|
|
|
$419
|
|
|
|
$1,202
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
|
|||||||||||||||||
(dollars in millions)
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
|
Fair Value
|
|
Change in Fair Value
|
|||||||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. Treasury
|
|
$15
|
|
|
|
$15
|
|
|
|
$15
|
|
|
|
$15
|
|
|
|
$—
|
|
|
—
|
%
|
State and political subdivisions
|
10
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Federal agencies and U.S. government sponsored entities
|
17,999
|
|
|
18,356
|
|
|
17,683
|
|
|
17,934
|
|
|
422
|
|
|
2
|
|
|||||
Other/non-agency
|
667
|
|
|
640
|
|
|
703
|
|
|
672
|
|
|
(32
|
)
|
|
(5
|
)
|
|||||
Total mortgage-backed securities
|
18,666
|
|
|
18,996
|
|
|
18,386
|
|
|
18,606
|
|
|
390
|
|
|
2
|
|
|||||
Total debt securities
|
18,691
|
|
|
19,021
|
|
|
18,411
|
|
|
18,631
|
|
|
390
|
|
|
2
|
|
|||||
Marketable equity securities
|
7
|
|
|
8
|
|
|
10
|
|
|
13
|
|
|
(5
|
)
|
|
(38
|
)
|
|||||
Other equity securities
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|||||
Total equity securities
|
19
|
|
|
20
|
|
|
22
|
|
|
25
|
|
|
(5
|
)
|
|
(20
|
)
|
|||||
Total securities available for sale
|
|
$18,710
|
|
|
|
$19,041
|
|
|
|
$18,433
|
|
|
|
$18,656
|
|
|
|
$385
|
|
|
2
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Federal agencies and U.S. government sponsored entities
|
|
$3,799
|
|
|
|
$3,847
|
|
|
|
$3,728
|
|
|
|
$3,719
|
|
|
|
$128
|
|
|
3
|
|
Other/non-agency
|
1,379
|
|
|
1,434
|
|
|
1,420
|
|
|
1,474
|
|
|
(40
|
)
|
|
(3
|
)
|
|||||
Total securities held to maturity
|
|
$5,178
|
|
|
|
$5,281
|
|
|
|
$5,148
|
|
|
|
$5,193
|
|
|
|
$88
|
|
|
2
|
|
Total securities available for sale and held to maturity
|
|
$23,888
|
|
|
|
$24,322
|
|
|
|
$23,581
|
|
|
|
$23,849
|
|
|
|
$473
|
|
|
2
|
%
|
(dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
|
|
Percent
|
|
|||||
Demand
|
|
$26,670
|
|
|
|
$26,086
|
|
|
|
$584
|
|
|
2
|
%
|
Checking with interest
|
16,738
|
|
|
16,394
|
|
|
344
|
|
|
2
|
|
|||
Regular savings
|
8,398
|
|
|
7,824
|
|
|
574
|
|
|
7
|
|
|||
Money market accounts
|
34,543
|
|
|
33,345
|
|
|
1,198
|
|
|
4
|
|
|||
Term deposits
|
12,641
|
|
|
12,058
|
|
|
583
|
|
|
5
|
|
|||
Total deposits
|
|
$98,990
|
|
|
|
$95,707
|
|
|
|
$3,283
|
|
|
3
|
%
|
(dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
|
Change
|
|
|
Percent
|
|
|||||
Federal funds purchased
|
|
$—
|
|
|
|
$574
|
|
|
|
($574
|
)
|
|
(100
|
%)
|
Securities sold under agreements to repurchase
|
4,421
|
|
|
3,702
|
|
|
719
|
|
|
19
|
|
|||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
7,004
|
|
|
6,253
|
|
|
751
|
|
|
12
|
|
|||
Total short-term borrowed funds
|
|
$11,425
|
|
|
|
$10,529
|
|
|
|
$896
|
|
|
9
|
%
|
(dollars in millions)
|
For the Three Months Ended March 31, 2015
|
|
For the Year Ended December 31, 2014
|
|
For the Three Months Ended March 31, 2014
|
||||||
Weighted-average interest rate at period-end:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.22
|
%
|
|
0.14
|
%
|
|
0.10
|
%
|
|||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.26
|
|
|
0.26
|
|
|
0.26
|
|
|||
Maximum amount outstanding at month-end during the period:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$5,375
|
|
|
|
$7,022
|
|
|
|
$7,022
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
7,004
|
|
|
7,702
|
|
|
4,950
|
|
|||
Average amount outstanding during the period:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$4,607
|
|
|
|
$5,699
|
|
|
|
$5,707
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
6,969
|
|
|
5,640
|
|
|
3,636
|
|
|||
Weighted-average interest rate during the period:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.18
|
%
|
|
0.12
|
%
|
|
0.12
|
%
|
|||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.26
|
|
|
0.25
|
|
|
0.27
|
|
(in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Citizens Financial Group, Inc.:
|
|
|
|
||||
4.150% fixed rate subordinated debt, due 2022
|
|
$350
|
|
|
|
$350
|
|
5.158% fixed-to-floating rate subordinated debt, (LIBOR + 3.56%) callable, due 2023
(1)
|
333
|
|
|
333
|
|
||
4.771% fixed rate subordinated debt, due 2023
(1)
|
333
|
|
|
333
|
|
||
4.691% fixed rate subordinated debt, due 2024
(1)
|
334
|
|
|
334
|
|
||
4.153% fixed rate subordinated debt, due 2024
(1)
|
333
|
|
|
333
|
|
||
4.023% fixed rate subordinated debt, due 2024
(1)
|
333
|
|
|
333
|
|
||
4.082% fixed rate subordinated debt, due 2025
(1)
|
334
|
|
|
334
|
|
||
Banking Subsidiaries:
|
|
|
|
||||
1.600% senior unsecured notes, due 2017
(2)
|
750
|
|
|
750
|
|
||
2.450% senior unsecured notes, due 2019
(2) (3)
|
755
|
|
|
746
|
|
||
Federal Home Loan advances due through 2033
|
20
|
|
|
772
|
|
||
Other
|
29
|
|
|
24
|
|
||
Total long-term borrowed funds
|
|
$3,904
|
|
|
|
$4,642
|
|
|
March 31, 2015
|
|
December 31, 2014
|
|
Changes in Net
Assets/
Liabilities
|
|||||||||||||||||
(dollars in millions)
|
Notional Amount
(1)
|
Derivative Assets
|
Derivative Liabilities
|
|
Notional Amount
(1)
|
Derivative Assets
|
Derivative Liabilities
|
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest rate swaps
|
|
$7,500
|
|
|
$89
|
|
|
$55
|
|
|
|
$5,750
|
|
|
$24
|
|
|
$99
|
|
|
(145
|
%)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Interest rate swaps
|
32,632
|
|
655
|
|
569
|
|
|
31,848
|
|
589
|
|
501
|
|
|
(2
|
)
|
||||||
Foreign exchange contracts
|
8,046
|
|
253
|
|
247
|
|
|
8,359
|
|
170
|
|
164
|
|
|
—
|
|
||||||
Other contracts
|
1,144
|
|
9
|
|
9
|
|
|
730
|
|
7
|
|
9
|
|
|
(100
|
)
|
||||||
Total derivatives not designated as hedging instruments
|
|
917
|
|
825
|
|
|
|
766
|
|
674
|
|
|
—
|
|
||||||||
Gross derivative fair values
|
|
1,006
|
|
880
|
|
|
|
790
|
|
773
|
|
|
641
|
|
||||||||
Less: Gross amounts offset in the Consolidated Balance Sheets
(2)
|
|
(264
|
)
|
(264
|
)
|
|
|
(161
|
)
|
(161
|
)
|
|
|
|||||||||
Total net derivative fair values presented in the Consolidated Balance Sheets
(3)
|
|
|
$742
|
|
|
$616
|
|
|
|
|
$629
|
|
|
$612
|
|
|
|
|
|
Transitional Basel III
|
|
Pro Forma Basel III Assuming Full Phase-in
|
||||||||||||
|
Actual Amount
|
Actual Ratio
|
Required
Minimum
|
Well-Capitalized Minimum for Purposes of Prompt Corrective Action
|
|
Actual Ratio
(1)
|
Required Minimum + Required Capital Conservation Buffer for Non-Leverage Ratios
|
FDIC Required Well-Capitalized Minimum for Purposes of Prompt Corrective Action
|
||||||||
Basel III Transitional as of
March 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Common equity tier 1 capital
|
|
$13,360
|
|
12.2
|
%
|
4.5
|
%
|
6.5
|
%
|
|
12.1
|
%
|
7.0
|
%
|
6.5
|
%
|
Tier 1 capital
|
13,360
|
|
12.2
|
|
6.0
|
|
8.0
|
|
|
12.1
|
|
8.5
|
|
8.0
|
|
|
Total capital
|
16,969
|
|
15.5
|
|
8.0
|
|
10.0
|
|
|
15.4
|
|
10.5
|
|
10.0
|
|
|
Tier 1 leverage
|
13,360
|
|
10.5
|
|
4.0
|
|
5.0
|
|
|
10.5
|
|
4.0
|
|
5.0
|
|
|
Basel I as of
December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Tier 1 common equity
|
|
$13,173
|
|
12.4
|
%
|
Not Applicable
|
Not
Applicable |
|
|
|
|
|||||
Tier 1 capital
|
13,173
|
|
12.4
|
|
4.0
|
%
|
6.0
|
%
|
|
|
|
|
||||
Total capital
|
16,781
|
|
15.8
|
|
8.0
|
|
10.0
|
|
|
|
|
|
||||
Tier 1 leverage
|
13,173
|
|
10.6
|
|
4.0
|
|
5.0
|
|
|
|
|
|
||||
Common equity tier 1 capital
|
Not Applicable
|
Not Applicable
|
Not Applicable
|
Not
Applicable |
|
|
|
|
(dollars in millions)
|
March 31, 2015
|
||
Common equity tier 1 capital
|
|
$13,360
|
|
Impact of intangibles at 100%
|
(3
|
)
|
|
Fully phased-in common equity tier 1 capital
(1)
|
|
$13,357
|
|
|
|
||
Total capital
|
|
$16,969
|
|
Impact of intangibles at 100%
|
(3
|
)
|
|
Fully phased in common total capital
(1)
|
|
$16,966
|
|
|
|
||
Risk-weighted assets
|
|
$109,786
|
|
Impact of intangibles - 100% capital deduction
|
(3
|
)
|
|
Impact of mortgage servicing assets at 250% risk weight
|
245
|
|
|
Fully phased-in risk-weighted assets
(1)
|
|
$110,028
|
|
|
|
||
Common equity tier 1 ratio
|
12.2
|
%
|
|
Fully phased-in common equity tier 1 ratio
(1)
|
12.1
|
|
|
Total capital ratio
|
15.5
|
|
|
Fully phased-in total capital ratio
(1)
|
15.4
|
|
|
|
|
|
|
|
|
FDIC Requirements
|
||||||||||
|
Actual
|
|
Minimum Capital Adequacy
|
|
Classification as
“
Well Capitalized
”
|
||||||||||||
(dollars in millions)
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|
Amount
|
Ratio
|
|||||||||
Basel III Transitional as of
March 31, 2015
|
|
|
|
|
|
|
|
|
|||||||||
Common equity tier 1 capital
|
|
$13,360
|
|
12.2
|
%
|
|
|
$4,940
|
|
4.5
|
%
|
|
|
$7,136
|
|
6.5
|
%
|
Tier 1 capital
|
13,360
|
|
12.2
|
|
|
6,587
|
|
6.0
|
|
|
8,783
|
|
8.0
|
|
|||
Total capital
|
16,969
|
|
15.5
|
|
|
8,783
|
|
8.0
|
|
|
10,979
|
|
10.0
|
|
|||
Tier 1 leverage
|
13,360
|
|
10.5
|
|
|
5,087
|
|
4.0
|
|
|
6,358
|
|
5.0
|
|
|||
Risk-weighted assets
|
109,786
|
|
|
|
|
|
|
|
|
||||||||
Quarterly adjusted average assets
|
127,166
|
|
|
|
|
|
|
|
|
||||||||
Basel I as of
December 31, 2014
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 capital
|
|
$13,173
|
|
12.4
|
%
|
|
|
$4,239
|
|
4.0
|
%
|
|
|
$6,358
|
|
6.0
|
%
|
Total capital
|
16,781
|
|
15.8
|
|
|
8,477
|
|
8.0
|
|
|
10,596
|
|
10.0
|
|
|||
Tier 1 leverage
|
13,173
|
|
10.6
|
|
|
4,982
|
|
4.0
|
|
|
6,227
|
|
5.0
|
|
|||
Risk-weighted assets
|
105,964
|
|
|
|
|
|
|
|
|
||||||||
Quarterly adjusted average assets
|
124,539
|
|
|
|
|
|
|
|
|
|
Transitional Basel III
|
|
Basel I
|
||||
(dollars in millions)
|
March 31, 2015
|
|
December 31, 2014
|
||||
Total common stockholders’ equity
|
|
$19,564
|
|
|
|
$19,268
|
|
Exclusions
(1)
:
|
|
|
|
||||
Net unrealized (gains) losses recorded in accumulated other comprehensive income, net of tax:
|
|
|
|
||||
Debt and marketable equity securities available for sale
|
(141
|
)
|
|
(74
|
)
|
||
Derivatives
|
6
|
|
|
69
|
|
||
Unamortized net periodic benefit costs
|
375
|
|
|
377
|
|
||
Deductions:
|
|
|
|
||||
Goodwill
|
(6,876
|
)
|
|
(6,876
|
)
|
||
Deferred tax liability associated with goodwill
|
434
|
|
|
420
|
|
||
Other intangible assets
|
(2
|
)
|
|
(6
|
)
|
||
|
|
|
|
||||
Disallowed mortgage servicing
|
—
|
|
|
(5
|
)
|
||
Total Common Equity Tier 1
|
13,360
|
|
|
13,173
|
|
||
|
|
|
|
||||
Total Tier 1 Capital
|
13,360
|
|
|
13,173
|
|
||
|
|
|
|
||||
Qualifying long-term debt securities as tier 2
|
2,350
|
|
|
2,350
|
|
||
Allowance for loan and lease losses
|
1,202
|
|
|
1,195
|
|
||
Allowance for credit losses for off-balance sheet exposure
|
56
|
|
|
61
|
|
||
Unrealized gains on equity securities
|
1
|
|
|
2
|
|
||
Total capital
|
|
$16,969
|
|
|
|
$16,781
|
|
|
March 31, 2015
|
|||||
|
Moody’s
|
|
Standard and
Poor’s
|
|
Fitch
|
|
Citizens Financial Group, Inc.:
|
|
|
|
|
|
|
Long-term issuer
|
NR
|
|
BBB+
|
|
BBB+
|
|
Short-term issuer
|
NR
|
|
A-2
|
|
F2
|
|
Subordinated debt
|
NR
|
|
BBB
|
|
BBB
|
|
Citizens Bank, N.A.:
|
|
|
|
|
|
|
Long-term issuer
|
A3
|
|
A-
|
|
BBB+
|
|
Short-term issuer
|
P-2
|
|
A-2
|
|
F2
|
|
Citizens Bank of Pennsylvania:
|
|
|
|
|
|
|
Long-term issuer
|
A3
|
|
A-
|
|
BBB+
|
|
Short-term issuer
|
P-2
|
|
A-2
|
|
F2
|
|
NR = Not rated
|
|
|
|
|
|
•
|
Core deposits continued to be our primary source of funding and our consolidated quarter-end loan-to-deposit ratio was
95.8%
and includes loans and deposits held for sale;
|
•
|
Short-term unsecured wholesale funding was relatively low, at
$1.0 billion
, substantially offset by our net overnight position (which is defined as excess cash balances held at the Federal Reserve Banks plus federal funds sold minus federal funds purchased) of
$4.0 billion
;
|
•
|
Contingent liquidity remained robust at
$21.9 billion
; net overnight position (defined above), totaled
$4.0 billion
; unencumbered liquid securities totaled
$14.0 billion
; and available FHLB capacity primarily secured by mortgage loans totaled
$3.9 billion
; and
|
•
|
Available discount window capacity, defined as available total borrowing capacity from the Federal Reserve based on identified collateral, is secured by non-mortgage commercial and consumer loans and totaled
$7.9 billion
. Use of this borrowing capacity would likely be considered only during exigent circumstances.
|
•
|
Current liquidity sources and capacities, including excess cash at the Federal Reserve Banks, free and liquid securities and available and secured FHLB borrowing capacity;
|
•
|
Contingent stressed liquidity, including idiosyncratic, systemic and combined stress scenarios, in addition to evolving regulatory requirements such as the LCR and the NSFR; and
|
•
|
Current and prospective exposures, including secured and unsecured wholesale funding and spot and cumulative cash-flow gaps across a variety of horizons.
|
(dollars in millions)
|
March 31,
2015 |
|
December 31,
2014 |
|
Change
|
|
|
Percent
|
|
|||||
Commitment amount:
|
|
|
|
|
|
|
|
|||||||
Undrawn commitments to extend credit
|
|
$55,224
|
|
|
|
$55,899
|
|
|
|
($675
|
)
|
|
(1
|
%)
|
Financial standby letters of credit
|
2,292
|
|
|
2,315
|
|
|
(23
|
)
|
|
(1
|
)
|
|||
Performance letters of credit
|
60
|
|
|
65
|
|
|
(5
|
)
|
|
(8
|
)
|
|||
Commercial letters of credit
|
58
|
|
|
75
|
|
|
(17
|
)
|
|
(23
|
)
|
|||
Marketing rights
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
|||
Risk participation agreements
|
26
|
|
|
19
|
|
|
7
|
|
|
37
|
|
|||
Residential mortgage loans sold with recourse
|
10
|
|
|
11
|
|
|
(1
|
)
|
|
(9
|
)
|
|||
Total
|
|
$57,721
|
|
|
|
$58,435
|
|
|
|
($714
|
)
|
|
(1
|
%)
|
•
|
Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2. Observable inputs other than Level 1 prices, such as quoted prices for similar instruments; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by market data for substantially the full term of the asset or liability; and
|
•
|
Level 3. Unobservable inputs that are supported by little or no market information and that are significant to the fair value measurement.
|
|
Estimated % Change in
Net Interest Income over 12 Months
|
||||
Basis points
|
Tolerance
Level
|
|
March 31, 2015
|
|
December 31, 2014
|
Instantaneous Change in Interest Rates
|
|
|
|
|
|
+200
|
(10%)
|
|
13.9%
|
|
13.4%
|
+100
|
|
|
7.3
|
|
7.0
|
-100
|
|
|
(4.2)
|
|
(3.8)
|
-200
|
(10)
|
|
(4.6)
|
|
(4.3)
|
Gradual Change in Interest Rates
|
|
|
|
|
|
+200
|
|
|
7.2
|
|
6.8
|
+100
|
|
|
3.6
|
|
3.5
|
-100
|
|
|
(2.5)
|
|
(2.3)
|
-200
|
|
|
(3.5)
|
|
(3.0)
|
(in millions)
|
|
For the Quarter Ended March 31, 2015
|
|
For the Quarter Ended December 31, 2014
|
||||||||||||||||||||||||||||
Market Risk Category
|
|
Period End
|
|
Average
|
|
High
|
|
Low
|
|
Period End
|
|
Average
|
|
High
|
|
Low
|
||||||||||||||||
Interest Rate
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
Foreign Exchange Currency Rate
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Diversification Benefit
|
|
—
|
|
|
—
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
—
|
|
|
—
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||||||||
General VaR
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
||||||||
Specific Risk VaR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total VaR
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$1
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$1
|
|
|
|
$—
|
|
Stressed General VaR
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$3
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$3
|
|
|
|
$1
|
|
Stressed Specific Risk VaR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Stressed VaR
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$3
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$3
|
|
|
|
$1
|
|
CFG Market Risk Regulatory Capital
|
|
|
$6
|
|
|
|
|
|
|
|
|
|
|
|
|
$6
|
|
|
|
|
|
|
|
|||||||||
CFG Specific Risk Not Modeled Add-on
|
|
6
|
|
|
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
||||||||||||||
CFG de Minimis Exposure Add-on
|
|
6
|
|
|
|
|
|
|
|
|
6
|
|
|
|
|
|
|
|
||||||||||||||
CFG Total Market Risk Regulatory Capital
|
|
|
$18
|
|
|
|
|
|
|
|
|
|
$15
|
|
|
|
|
|
|
|
||||||||||||
CFG Market Risk-Weighted Assets
|
|
|
$224
|
|
|
|
|
|
|
|
|
|
|
|
|
$191
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant as in effect on the date hereof*
|
3.2
|
Amended and Restated Bylaws of the Registrant as in effect as of the date hereof (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed February 18, 2015)
|
4.1
|
Form of Certificate Representing the Series A Preferred Stock (incorporated herein by reference to Exhibit 4.2 of the Current Report on Form 8-K, filed April 6, 2015)
|
10.1
|
Retirement Agreement dated March 9, 2015 between the Registrant and John Fawcett (incorporated herein by reference to Exhibit 10.44 of Amendment No. 1 to Registration Statement on Form S-1, filed March 23, 2015)†
|
10.2
|
Executive Employment Agreement dated March 23, 2015 between the Registrant and Donald H. McCree III (incorporated herein by reference to Exhibit 10.45 of Amendment No. 2 to Registration Statement on Form S-1, filed March 25, 2015)†
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101
|
The following materials from the Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2015
, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements*
|
CITIZENS FINANCIAL GROUP, INC.
|
|
(Registrant)
|
|
|
|
By:
|
/s/ Ronald S. Ohsberg
|
|
Name: Ronald S. Ohsberg
|
|
Title: Executive Vice President & Controller
|
|
(Principal Accounting Officer and Authorized Officer)
|
CITIZENS FINANCIAL GROUP, INC.
|
|
By:
|
/s/ Robin S. Elkowitz
|
|
Name: Robin S. Elkowitz
|
|
Title: Executive Vice President,
Associate General Counsel and
Secretary
|
|
|
|
|
•
|
repurchases, redemptions or other acquisitions of shares of Junior Stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or
|
•
|
an exchange, redemption, reclassification or conversion of any class or series of Junior Stock, or any junior stock of a subsidiary of the Corporation, for any class or series of Junior Stock;
|
•
|
the purchase of fractional interests in shares of Junior Stock under the conversion or exchange provisions of Junior Stock or the security being converted or exchanged;
|
•
|
any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant to the plan; or
|
•
|
any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal or junior to that stock.
|
CITIZENS FINANCIAL GROUP, INC.
|
|
|
|
By
|
/s/ Robin S. Elkowitz
|
|
Name: Robin S. Elkowitz
|
|
Title: Executive Vice President,
Deputy General Counsel and
Secretary
|
|
|
Re:
|
[●]% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, Liquidation Preference $1,000 Per Share (the “
Shares
”)
|
Re:
|
[●]% Fixed-to-Floating Non-Cumulative Perpetual Preferred Stock, Series A, Liquidation Preference $1,000 Per Share (the “
Shares
”)
|
|
Very truly yours,
[NAME OF PURCHASER (FOR TRANSFERS) OR OWNER (FOR EXCHANGES)]
|
||
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
Address:
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Citizens Financial Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
c.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
|
|
/s/ Bruce Van Saun
|
Bruce Van Saun
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Citizens Financial Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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c.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
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/s/ Eric W. Aboaf
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Eric W. Aboaf
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Chief Financial Officer
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1.
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The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2015 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Bruce Van Saun
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Bruce Van Saun
|
Chief Executive Officer
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1.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2015 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
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2.
|
The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Eric W. Aboaf
|
Eric W. Aboaf
|
Chief Financial Officer
|