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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 (Loss)
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ASU
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Accounting Standards Update
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ATM
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Automated 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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CCB
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Capital Conservation Buffer
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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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CFPB
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Consumer Financial Protection Bureau
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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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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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FDIA
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Federal Deposit Insurance Act
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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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MSR
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Mortgage Servicing Right
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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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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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ROTCE
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Return on Average Tangible Common Equity
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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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SEC
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United States Securities and Exchange Commission
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SVaR
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Stressed 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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(in millions, except share data)
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March 31, 2016
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December 31, 2015
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ASSETS:
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Cash and due from banks
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$839
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$1,099
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Interest-bearing cash and due from banks
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1,016
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1,986
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Interest-bearing deposits in banks
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534
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356
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Securities available for sale, at fair value (including $297 and $4,283 pledged to creditors, respectively) (a)
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17,964
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17,884
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Securities held to maturity (including $0 and $135 pledged to creditors, respectively, and fair value of $5,261 and $5,297, respectively) (a)
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5,129
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5,258
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Other investment securities, at fair value
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68
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70
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Other investment securities, at cost
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896
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863
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Loans held for sale, at fair value
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365
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325
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Other loans held for sale
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386
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40
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Loans and leases
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100,991
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99,042
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Less: Allowance for loan and lease losses
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1,224
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1,216
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Net loans and leases
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99,767
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97,826
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Derivative assets
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1,068
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625
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Premises and equipment, net
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570
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595
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Bank-owned life insurance
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1,576
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1,564
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Goodwill
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6,876
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6,876
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Due from broker
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161
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—
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Other assets
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2,862
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2,841
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TOTAL ASSETS
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$140,077
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$138,208
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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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$27,186
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$27,649
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Interest-bearing
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75,420
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74,890
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Total deposits
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102,606
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102,539
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Federal funds purchased and securities sold under agreements to repurchase
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714
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802
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Other short-term borrowed funds
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3,300
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2,630
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Derivative liabilities
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832
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485
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Deferred taxes, net
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852
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730
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Long-term borrowed funds (RBS balances of $1,125 and $1,250, respectively)
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10,035
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9,886
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Due to broker
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276
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—
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Other liabilities
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1,497
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1,490
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TOTAL LIABILITIES
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$120,112
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$118,562
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Contingencies (refer to Note 12)
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STOCKHOLDERS’ EQUITY:
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Preferred stock, $25.00 par value, authorized 100,000,000 shares:
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Series A, non-cumulative perpetual, $25.00 par value (liquidation preference $1,000), 250,000 shares authorized and issued net of issuance costs and related premium at March 31, 2016 and December 31, 2015
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$247
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$247
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Common stock:
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$0.01 par value, 1,000,000,000 shares authorized, 564,276,714 shares issued and 528,933,727 shares outstanding at March 31, 2016 and 1,000,000,000 shares authorized, 563,117,415 shares issued and 527,774,428 shares outstanding at December 31, 2015
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6
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6
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Additional paid-in capital
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18,730
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18,725
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Retained earnings
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2,076
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1,913
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Treasury Stock, at cost, 35,342,987 shares at March 31, 2016 and December 31, 2015.
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(858
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)
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(858
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)
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Accumulated other comprehensive loss
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(236
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)
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(387
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)
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TOTAL STOCKHOLDERS’ EQUITY
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$19,965
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$19,646
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
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$140,077
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$138,208
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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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2016
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2015
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|
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INTEREST INCOME:
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|
||||
Interest and fees on loans and leases
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$868
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$779
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Interest and fees on loans held for sale, at fair value
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3
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2
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Interest and fees on other loans held for sale
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1
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1
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Investment securities
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145
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159
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Interest-bearing deposits in banks
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2
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|
1
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Total interest income
|
1,019
|
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942
|
|
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INTEREST EXPENSE:
|
|
|
||||
Deposits
|
60
|
|
52
|
|
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Federal funds purchased and securities sold under agreements to repurchase
|
1
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7
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|
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Other short-term borrowed funds
|
11
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15
|
|
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Long-term borrowed funds (RBS balances of $11 and $20, respectively)
|
43
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|
32
|
|
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Total interest expense
|
115
|
|
106
|
|
||
Net interest income
|
904
|
|
836
|
|
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Provision for credit losses
|
91
|
|
58
|
|
||
Net interest income after provision for credit losses
|
813
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|
778
|
|
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NONINTEREST INCOME:
|
|
|
||||
Service charges and fees
|
144
|
|
135
|
|
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Card fees
|
50
|
|
52
|
|
||
Trust and investment services fees
|
37
|
|
36
|
|
||
Capital markets fees
|
22
|
|
22
|
|
||
Foreign exchange and letter of credit fees
|
21
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|
23
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|
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Mortgage banking fees
|
18
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|
33
|
|
||
Bank-owned life insurance income
|
13
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|
12
|
|
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Securities gains, net
|
9
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|
8
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|
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Net securities impairment losses recognized in earnings
|
(1
|
)
|
(1
|
)
|
||
Other income
|
17
|
|
27
|
|
||
Total noninterest income
|
330
|
|
347
|
|
||
NONINTEREST EXPENSE:
|
|
|
||||
Salaries and employee benefits
|
425
|
|
419
|
|
||
Outside services
|
91
|
|
79
|
|
||
Occupancy
|
76
|
|
80
|
|
||
Equipment expense
|
65
|
|
63
|
|
||
Amortization of software
|
39
|
|
36
|
|
||
Other operating expense
|
115
|
|
133
|
|
||
Total noninterest expense
|
811
|
|
810
|
|
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Income before income tax expense
|
332
|
|
315
|
|
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Income tax expense
|
109
|
|
106
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|
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NET INCOME
|
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$223
|
|
|
$209
|
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Net income available to common stockholders
|
$216
|
$209
|
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Weighted-average common shares outstanding:
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|
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Basic
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528,070,648
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546,291,363
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Diluted
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530,446,188
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549,798,717
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Per common share information:
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|
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Basic earnings
|
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$0.41
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$0.38
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Diluted earnings
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0.41
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0.38
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Dividends declared and paid
|
0.10
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0.10
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Three Months Ended March 31,
|
|||||
(in millions)
|
2016
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2015
|
|
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Net income
|
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$223
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$209
|
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Other comprehensive income:
|
|
|
||||
Net unrealized derivative instrument gains arising during the periods, net of income taxes of $21 and $39, respectively
|
33
|
|
65
|
|
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Reclassification adjustment for net derivative gains included in net income, net of income taxes of ($6) and ($1), respectively
|
(8
|
)
|
(2
|
)
|
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Net unrealized securities available for sale gains arising during the periods, net of income taxes of $92 and $54, respectively
|
154
|
|
90
|
|
||
Other-than-temporary impairment not recognized in earnings on securities, net of income taxes of ($15) and ($11), respectively
|
(25
|
)
|
(19
|
)
|
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Reclassification of net securities gains to net income, net of income taxes of ($3) and ($3), respectively
|
(5
|
)
|
(4
|
)
|
||
Defined benefit pension plans:
|
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|
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Amortization of actuarial loss, net of income taxes $2 and $1, respectively
|
2
|
|
2
|
|
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Total other comprehensive income, net of income taxes
|
151
|
|
132
|
|
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Total comprehensive income
|
|
$374
|
|
|
$341
|
|
|
Preferred Stock
|
|
Common Stock
|
Additional Paid-in Capital
|
Retained Earnings
|
Treasury Stock, at Cost
|
Accumulated Other Comprehensive Income (Loss)
|
Total
|
|
|||||||||||||||||
(in millions)
|
Shares
|
Amount
|
|
Shares
|
Amount
|
|||||||||||||||||||||
Balance at January 1, 2015
|
—
|
|
|
$—
|
|
|
546
|
|
|
$6
|
|
|
$18,676
|
|
|
$1,294
|
|
|
($336
|
)
|
|
($372
|
)
|
|
$19,268
|
|
Dividends to common stockholders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(16
|
)
|
—
|
|
—
|
|
(16
|
)
|
|||||||
Dividends 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
|
|
Balance at January 1, 2016
|
—
|
|
|
$247
|
|
|
528
|
|
|
$6
|
|
|
$18,725
|
|
|
$1,913
|
|
|
($858
|
)
|
|
($387
|
)
|
|
$19,646
|
|
Dividends to common stockholders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(53
|
)
|
—
|
|
—
|
|
(53
|
)
|
|||||||
Dividend to preferred stockholders
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
(7
|
)
|
—
|
|
—
|
|
(7
|
)
|
|||||||
Share-based compensation plans
|
—
|
|
—
|
|
|
1
|
|
—
|
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||||
Employee stock purchase plan shares purchased
|
—
|
|
—
|
|
|
—
|
|
—
|
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|||||||
Total comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
223
|
|
—
|
|
—
|
|
223
|
|
|||||||
Other comprehensive income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
151
|
|
151
|
|
|||||||
Total comprehensive income
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
223
|
|
—
|
|
151
|
|
374
|
|
|||||||
Balance at March 31, 2016
|
—
|
|
|
$247
|
|
|
529
|
|
|
$6
|
|
|
$18,730
|
|
|
$2,076
|
|
|
($858
|
)
|
|
($236
|
)
|
|
$19,965
|
|
|
Three Months Ended March 31,
|
|||||
(in millions)
|
2016
|
|
2015
|
|
||
OPERATING ACTIVITIES
|
|
|
||||
Net income
|
|
$223
|
|
|
$209
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
||||
Provision for credit losses
|
91
|
|
58
|
|
||
Originations of mortgage loans held for sale
|
(484
|
)
|
(495
|
)
|
||
Proceeds from sales of mortgage loans held for sale
|
479
|
|
462
|
|
||
Purchases of commercial loans held for sale
|
(362
|
)
|
(288
|
)
|
||
Proceeds from sales of commercial loans held for sale
|
345
|
|
262
|
|
||
Amortization of terminated cash flow hedges
|
15
|
|
4
|
|
||
Depreciation, amortization and accretion
|
112
|
|
113
|
|
||
Mortgage servicing rights valuation charge-off (recovery)
|
5
|
|
(1
|
)
|
||
Securities impairment
|
1
|
|
1
|
|
||
Deferred income taxes
|
30
|
|
14
|
|
||
Share-based compensation
|
4
|
|
6
|
|
||
Gain on sales of:
|
|
|
||||
Debt securities
|
(9
|
)
|
(8
|
)
|
||
Marketable equity securities available for sale
|
—
|
|
(2
|
)
|
||
Premises and equipment
|
(2
|
)
|
—
|
|
||
Increase in other assets
|
(339
|
)
|
(136
|
)
|
||
Increase (decrease) in other liabilities
|
265
|
|
(101
|
)
|
||
Net cash provided by operating activities
|
374
|
|
98
|
|
||
INVESTING ACTIVITIES
|
|
|
||||
Investment securities:
|
|
|
||||
Purchases of securities available for sale
|
(706
|
)
|
(2,190
|
)
|
||
Proceeds from maturities and paydowns of securities available for sale
|
709
|
|
865
|
|
||
Proceeds from sales of securities available for sale
|
217
|
|
1,101
|
|
||
Purchases of securities held to maturity
|
—
|
|
(181
|
)
|
||
Proceeds from maturities and paydowns of securities held to maturity
|
131
|
|
150
|
|
||
Purchases of other investment securities, at fair value
|
(51
|
)
|
—
|
|
||
Proceeds from sales of other investment securities, at fair value
|
53
|
|
—
|
|
||
Purchases of other investment securities, at cost
|
(37
|
)
|
(6
|
)
|
||
Proceeds from sales of other investment securities, at cost
|
4
|
|
11
|
|
||
Net increase in interest-bearing deposits in banks
|
(178
|
)
|
(245
|
)
|
||
Net increase in loans and leases
|
(2,401
|
)
|
(1,183
|
)
|
||
Net increase in bank-owned life insurance
|
(12
|
)
|
(8
|
)
|
||
Premises and equipment:
|
|
|
||||
Purchases
|
(8
|
)
|
(18
|
)
|
||
Proceeds from sales
|
3
|
|
11
|
|
||
Capitalization of software
|
(45
|
)
|
(47
|
)
|
||
Net cash used in investing activities
|
(2,321
|
)
|
(1,740
|
)
|
||
FINANCING ACTIVITIES
|
|
|
||||
Net increase in deposits
|
67
|
|
3,283
|
|
||
Net (decrease) increase in federal funds purchased and securities sold under agreements to repurchase
|
(88
|
)
|
145
|
|
||
Net increase in other short-term borrowed funds
|
670
|
|
—
|
|
||
Proceeds from issuance of long-term borrowed funds
|
750
|
|
—
|
|
||
Repayments of long-term borrowed funds (RBS balances of $125 and $0, respectively)
|
(629
|
)
|
(3
|
)
|
||
Dividends declared and paid to common stockholders
|
(53
|
)
|
(55
|
)
|
||
Net cash provided by financing activities
|
717
|
|
3,370
|
|
||
(Decrease) increase in cash and cash equivalents
|
(1,230
|
)
|
1,728
|
|
||
Cash and cash equivalents at beginning of period
|
3,085
|
|
3,276
|
|
||
Cash and cash equivalents at end of period
|
|
$1,855
|
|
|
$5,004
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||
(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 and other
|
|
$16
|
|
|
$—
|
|
|
$—
|
|
|
$16
|
|
|
|
$16
|
|
|
$—
|
|
|
$—
|
|
|
$16
|
|
State and political subdivisions
|
9
|
|
—
|
|
—
|
|
9
|
|
|
9
|
|
—
|
|
—
|
|
9
|
|
||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal agencies and U.S. government sponsored entities
|
17,147
|
|
300
|
|
(13
|
)
|
17,434
|
|
|
17,234
|
|
153
|
|
(67
|
)
|
17,320
|
|
||||||||
Other/non-agency
|
526
|
|
2
|
|
(40
|
)
|
488
|
|
|
555
|
|
4
|
|
(37
|
)
|
522
|
|
||||||||
Total mortgage-backed securities
|
17,673
|
|
302
|
|
(53
|
)
|
17,922
|
|
|
17,789
|
|
157
|
|
(104
|
)
|
17,842
|
|
||||||||
Total debt securities available for sale
|
17,698
|
|
302
|
|
(53
|
)
|
17,947
|
|
|
17,814
|
|
157
|
|
(104
|
)
|
17,867
|
|
||||||||
Marketable equity securities
|
5
|
|
—
|
|
—
|
|
5
|
|
|
5
|
|
—
|
|
—
|
|
5
|
|
||||||||
Other equity securities
|
12
|
|
—
|
|
—
|
|
12
|
|
|
12
|
|
—
|
|
—
|
|
12
|
|
||||||||
Total equity securities available for sale
|
17
|
|
—
|
|
—
|
|
17
|
|
|
17
|
|
—
|
|
—
|
|
17
|
|
||||||||
Total securities available for sale
|
|
$17,715
|
|
|
$302
|
|
|
($53
|
)
|
|
$17,964
|
|
|
|
$17,831
|
|
|
$157
|
|
|
($104
|
)
|
|
$17,884
|
|
Securities Held to Maturity
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal agencies and U.S. government sponsored entities
|
|
$4,010
|
|
|
$93
|
|
|
$—
|
|
|
$4,103
|
|
|
|
$4,105
|
|
|
$27
|
|
|
($11
|
)
|
|
$4,121
|
|
Other/non-agency
|
1,119
|
|
39
|
|
—
|
|
1,158
|
|
|
1,153
|
|
23
|
|
—
|
|
1,176
|
|
||||||||
Total securities held to maturity
|
|
$5,129
|
|
|
$132
|
|
|
$—
|
|
|
$5,261
|
|
|
|
$5,258
|
|
|
$50
|
|
|
($11
|
)
|
|
$5,297
|
|
Other Investment Securities, at Fair Value
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market mutual fund
|
|
$63
|
|
|
$—
|
|
|
$—
|
|
|
$63
|
|
|
|
$65
|
|
|
$—
|
|
|
$—
|
|
|
$65
|
|
Other investments
|
5
|
|
—
|
|
—
|
|
5
|
|
|
5
|
|
—
|
|
—
|
|
5
|
|
||||||||
Total other investment securities, at fair value
|
|
$68
|
|
|
$—
|
|
|
$—
|
|
|
$68
|
|
|
|
$70
|
|
|
$—
|
|
|
$—
|
|
|
$70
|
|
Other Investment Securities, at Cost
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Federal Reserve Bank stock
|
|
$468
|
|
|
$—
|
|
|
$—
|
|
|
$468
|
|
|
|
$468
|
|
|
$—
|
|
|
$—
|
|
|
$468
|
|
Federal Home Loan Bank stock
|
428
|
|
—
|
|
—
|
|
428
|
|
|
395
|
|
—
|
|
—
|
|
395
|
|
||||||||
Total other investment securities, at cost
|
|
$896
|
|
|
$—
|
|
|
$—
|
|
|
$896
|
|
|
|
$863
|
|
|
$—
|
|
|
$—
|
|
|
$863
|
|
|
Three Months Ended
March 31
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Other-than-temporary impairment:
|
|
|
|
||||
Total other-than-temporary impairment losses
|
|
($41
|
)
|
|
|
($31
|
)
|
Portions of loss recognized in other comprehensive income (before taxes)
|
40
|
|
|
30
|
|
||
Net securities impairment losses recognized in earnings
|
|
($1
|
)
|
|
|
($1
|
)
|
|
March 31, 2016
|
|||||||||||||||||||||||||
|
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
|
|||||||||||||||
U.S. Treasury and other
|
1
|
|
|
$9
|
|
|
$—
|
|
|
—
|
|
|
$—
|
|
|
$—
|
|
|
1
|
|
|
$9
|
|
|
$—
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal agencies and U.S. government sponsored entities
|
15
|
|
614
|
|
(1
|
)
|
|
33
|
|
727
|
|
(12
|
)
|
|
48
|
|
1,341
|
|
(13
|
)
|
||||||
Other/non-agency
|
6
|
|
19
|
|
—
|
|
|
20
|
|
344
|
|
(40
|
)
|
|
26
|
|
363
|
|
(40
|
)
|
||||||
Total mortgage-backed securities
|
21
|
|
633
|
|
(1
|
)
|
|
53
|
|
1,071
|
|
(52
|
)
|
|
74
|
|
1,704
|
|
(53
|
)
|
||||||
Total
|
22
|
|
|
$642
|
|
|
($1
|
)
|
|
53
|
|
|
$1,071
|
|
|
($52
|
)
|
|
75
|
|
|
$1,713
|
|
|
($53
|
)
|
|
December 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
|
|
|
$9
|
|
|
$—
|
|
|
—
|
|
|
$—
|
|
|
$—
|
|
|
1
|
|
|
$9
|
|
|
$—
|
|
U.S. Treasury and other
|
1
|
|
15
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
|
1
|
|
15
|
|
—
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Federal agencies and U.S. government sponsored entities
|
162
|
|
7,423
|
|
(51
|
)
|
|
36
|
|
819
|
|
(27
|
)
|
|
198
|
|
8,242
|
|
(78
|
)
|
||||||
Other/non-agency
|
2
|
|
9
|
|
—
|
|
|
20
|
|
361
|
|
(37
|
)
|
|
22
|
|
370
|
|
(37
|
)
|
||||||
Total mortgage-backed securities
|
164
|
|
7,432
|
|
(51
|
)
|
|
56
|
|
1,180
|
|
(64
|
)
|
|
220
|
|
8,612
|
|
(115
|
)
|
||||||
Total
|
166
|
|
|
$7,456
|
|
|
($51
|
)
|
|
56
|
|
|
$1,180
|
|
|
($64
|
)
|
|
222
|
|
|
$8,636
|
|
|
($115
|
)
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Cumulative balance at beginning of period
|
|
$66
|
|
|
|
$62
|
|
Credit impairments recognized in earnings on securities that have been previously impaired
|
1
|
|
|
1
|
|
||
Reductions due to increases in cash flow expectations on impaired securities
|
(1
|
)
|
|
(1
|
)
|
||
Cumulative balance at end of period
|
|
$66
|
|
|
|
$62
|
|
|
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 and other
|
|
$15
|
|
|
$—
|
|
|
$1
|
|
|
$—
|
|
|
$16
|
|
State and political subdivisions
|
—
|
|
—
|
|
—
|
|
9
|
|
9
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
15
|
|
37
|
|
1,790
|
|
15,305
|
|
17,147
|
|
|||||
Other/non-agency
|
—
|
|
57
|
|
3
|
|
466
|
|
526
|
|
|||||
Total debt securities available for sale
|
30
|
|
94
|
|
1,794
|
|
15,780
|
|
17,698
|
|
|||||
Debt securities held to maturity
|
|
|
|
|
|
||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
—
|
|
—
|
|
—
|
|
4,010
|
|
4,010
|
|
|||||
Other/non-agency
|
—
|
|
—
|
|
—
|
|
1,119
|
|
1,119
|
|
|||||
Total debt securities held to maturity
|
—
|
|
—
|
|
—
|
|
5,129
|
|
5,129
|
|
|||||
Total amortized cost of debt securities
|
|
$30
|
|
|
$94
|
|
|
$1,794
|
|
|
$20,909
|
|
|
$22,827
|
|
|
|
|
|
|
|
||||||||||
Fair Value:
|
|
|
|
|
|
||||||||||
Debt securities available for sale
|
|
|
|
|
|
||||||||||
U.S. Treasury and other
|
|
$15
|
|
|
$—
|
|
|
$1
|
|
|
$—
|
|
|
$16
|
|
State and political subdivisions
|
—
|
|
—
|
|
—
|
|
9
|
|
9
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
15
|
|
39
|
|
1,823
|
|
15,557
|
|
17,434
|
|
|||||
Other/non-agency
|
—
|
|
57
|
|
3
|
|
428
|
|
488
|
|
|||||
Total debt securities available for sale
|
30
|
|
96
|
|
1,827
|
|
15,994
|
|
17,947
|
|
|||||
Debt securities held to maturity
|
|
|
|
|
|
||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||||||
Federal agencies and U.S. government sponsored entities
|
—
|
|
—
|
|
—
|
|
4,103
|
|
4,103
|
|
|||||
Other/non-agency
|
—
|
|
—
|
|
—
|
|
1,158
|
|
1,158
|
|
|||||
Total debt securities held to maturity
|
—
|
|
—
|
|
—
|
|
5,261
|
|
5,261
|
|
|||||
Total fair value of debt securities
|
|
$30
|
|
|
$96
|
|
|
$1,827
|
|
|
$21,255
|
|
|
$23,208
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Taxable
|
|
$145
|
|
|
|
$159
|
|
Non-taxable
|
—
|
|
|
—
|
|
||
Total interest income from investment securities and interest-bearing deposits in banks
|
|
$145
|
|
|
|
$159
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Gains on sale of debt securities
|
|
$9
|
|
|
|
$12
|
|
Losses on sale of debt securities
|
—
|
|
|
(4
|
)
|
||
Debt securities gains, net
|
|
$9
|
|
|
|
$8
|
|
Equity securities gains
|
|
$—
|
|
|
|
$2
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||
(in millions)
|
Amortized Cost
|
Fair Value
|
|
|
Amortized Cost
|
Fair Value
|
|
||||||
Pledged against repurchase agreements
|
|
$682
|
|
|
$695
|
|
|
|
$805
|
|
|
$808
|
|
Pledged against FHLB borrowed funds
|
1,129
|
|
1,168
|
|
|
1,163
|
|
1,186
|
|
||||
Pledged against derivatives, to qualify for fiduciary powers, and to secure public and other deposits as required by law
|
3,336
|
|
3,406
|
|
|
3,579
|
|
3,610
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(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 purchased under agreements to resell
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
|
$500
|
|
|
($500
|
)
|
|
$—
|
|
Securities sold under agreements to repurchase
|
—
|
|
—
|
|
—
|
|
|
(500
|
)
|
500
|
|
—
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Commercial
|
|
$34,671
|
|
|
|
$33,264
|
|
Commercial real estate
|
9,406
|
|
|
8,971
|
|
||
Leases
|
3,895
|
|
|
3,979
|
|
||
Total commercial
|
47,972
|
|
|
46,214
|
|
||
Residential mortgages
|
13,345
|
|
|
13,318
|
|
||
Home equity loans
|
2,313
|
|
|
2,557
|
|
||
Home equity lines of credit
|
14,526
|
|
|
14,674
|
|
||
Home equity loans serviced by others
(1)
|
930
|
|
|
986
|
|
||
Home equity lines of credit serviced by others
(1)
|
339
|
|
|
389
|
|
||
Automobile
|
13,847
|
|
|
13,828
|
|
||
Student
|
5,006
|
|
|
4,359
|
|
||
Credit cards
|
1,581
|
|
|
1,634
|
|
||
Other retail
|
1,132
|
|
|
1,083
|
|
||
Total retail
|
53,019
|
|
|
52,828
|
|
||
Total loans and leases
(2) (3)
|
|
$100,991
|
|
|
|
$99,042
|
|
|
Three Months Ended March 31, 2016
|
||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|||
Allowance for loan and lease losses as of January 1, 2016
|
|
$596
|
|
|
$620
|
|
|
$1,216
|
|
Charge-offs
|
(13
|
)
|
(113
|
)
|
(126
|
)
|
|||
Recoveries
|
4
|
|
39
|
|
43
|
|
|||
Net charge-offs
|
(9
|
)
|
(74
|
)
|
(83
|
)
|
|||
Provision charged to income
|
46
|
|
45
|
|
91
|
|
|||
Allowance for loan and lease losses as of March 31, 2016
|
633
|
|
591
|
|
1,224
|
|
|||
Reserve for unfunded lending commitments as of January 1, 2016
|
58
|
|
—
|
|
58
|
|
|||
Credit for unfunded lending commitments
|
—
|
|
—
|
|
—
|
|
|||
Reserve for unfunded lending commitments as of March 31, 2016
|
58
|
|
—
|
|
58
|
|
|||
Total allowance for credit losses as of March 31, 2016
|
|
$691
|
|
|
$591
|
|
|
$1,282
|
|
|
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
|
|
|||
Provision 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
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|
Commercial
|
|
Retail
|
|
Total
|
|
||||||
Individually evaluated
|
|
$439
|
|
|
$775
|
|
|
$1,214
|
|
|
|
$218
|
|
|
$1,165
|
|
|
$1,383
|
|
Formula-based evaluation
|
47,533
|
|
52,244
|
|
99,777
|
|
|
45,996
|
|
51,663
|
|
97,659
|
|
||||||
Total
|
|
$47,972
|
|
|
$53,019
|
|
|
$100,991
|
|
|
|
$46,214
|
|
|
$52,828
|
|
|
$99,042
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(in millions)
|
Commercial
|
|
Retail
|
|
Total
|
|
|
Commercial
|
|
Retail
|
|
Total
|
|
||||||
Individually evaluated
|
|
$42
|
|
|
$82
|
|
|
$124
|
|
|
|
$36
|
|
|
$101
|
|
|
$137
|
|
Formula-based evaluation
|
649
|
|
509
|
|
1,158
|
|
|
618
|
|
519
|
|
1,137
|
|
||||||
Allowance for credit losses
|
|
$691
|
|
|
$591
|
|
|
$1,282
|
|
|
|
$654
|
|
|
$620
|
|
|
$1,274
|
|
|
March 31, 2016
|
||||||||||||||
|
|
Criticized
|
|
||||||||||||
(in millions)
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
Commercial
|
|
$32,567
|
|
|
$928
|
|
|
$1,086
|
|
|
$90
|
|
|
$34,671
|
|
Commercial real estate
|
8,864
|
|
272
|
|
184
|
|
86
|
|
9,406
|
|
|||||
Leases
|
3,767
|
|
72
|
|
56
|
|
—
|
|
3,895
|
|
|||||
Total
|
|
$45,198
|
|
|
$1,272
|
|
|
$1,326
|
|
|
$176
|
|
|
$47,972
|
|
|
December 31, 2015
|
||||||||||||||
|
|
Criticized
|
|
||||||||||||
(in millions)
|
Pass
|
|
Special Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
Commercial
|
|
$31,276
|
|
|
$911
|
|
|
$1,002
|
|
|
$75
|
|
|
$33,264
|
|
Commercial real estate
|
8,450
|
|
272
|
|
171
|
|
78
|
|
8,971
|
|
|||||
Leases
|
3,880
|
|
55
|
|
44
|
|
—
|
|
3,979
|
|
|||||
Total
|
|
$43,606
|
|
|
$1,238
|
|
|
$1,217
|
|
|
$153
|
|
|
$46,214
|
|
|
March 31, 2016
|
|||||||||||||||||
(in millions)
|
Current
|
|
1-29 Days Past Due
|
30-59 Days Past Due
|
60-89 Days Past Due
|
90 Days or More Past Due
|
Total
|
|
||||||||||
Residential mortgages
|
|
$13,058
|
|
|
$77
|
|
|
$52
|
|
|
$7
|
|
|
$151
|
|
|
$13,345
|
|
Home equity loans
|
2,055
|
|
147
|
|
26
|
|
5
|
|
80
|
|
2,313
|
|
||||||
Home equity lines of credit
|
13,870
|
|
380
|
|
53
|
|
17
|
|
206
|
|
14,526
|
|
||||||
Home equity loans serviced by others
(1)
|
840
|
|
55
|
|
14
|
|
1
|
|
20
|
|
930
|
|
||||||
Home equity lines of credit serviced by others
(1)
|
250
|
|
40
|
|
9
|
|
5
|
|
35
|
|
339
|
|
||||||
Automobile
|
12,827
|
|
860
|
|
104
|
|
20
|
|
36
|
|
13,847
|
|
||||||
Student
|
4,848
|
|
87
|
|
17
|
|
9
|
|
45
|
|
5,006
|
|
||||||
Credit cards
|
1,511
|
|
37
|
|
10
|
|
7
|
|
16
|
|
1,581
|
|
||||||
Other retail
|
1,069
|
|
49
|
|
9
|
|
2
|
|
3
|
|
1,132
|
|
||||||
Total
|
|
$50,328
|
|
|
$1,732
|
|
|
$294
|
|
|
$73
|
|
|
$592
|
|
|
$53,019
|
|
|
December 31, 2015
|
|||||||||||||||||
(in millions)
|
Current
|
|
1-29 Days Past Due
|
30-59 Days Past Due
|
60-89 Days Past Due
|
90 Days or More Past Due
|
Total
|
|
||||||||||
Residential mortgages
|
|
$12,905
|
|
|
$97
|
|
|
$54
|
|
|
$16
|
|
|
$246
|
|
|
$13,318
|
|
Home equity loans
|
2,245
|
|
164
|
|
32
|
|
12
|
|
104
|
|
2,557
|
|
||||||
Home equity lines of credit
|
13,982
|
|
407
|
|
60
|
|
20
|
|
205
|
|
14,674
|
|
||||||
Home equity loans serviced by others
(1)
|
886
|
|
60
|
|
14
|
|
6
|
|
20
|
|
986
|
|
||||||
Home equity lines of credit serviced by others
(1)
|
296
|
|
48
|
|
10
|
|
6
|
|
29
|
|
389
|
|
||||||
Automobile
|
12,670
|
|
964
|
|
127
|
|
32
|
|
35
|
|
13,828
|
|
||||||
Student
|
4,175
|
|
113
|
|
19
|
|
11
|
|
41
|
|
4,359
|
|
||||||
Credit cards
|
1,554
|
|
44
|
|
11
|
|
9
|
|
16
|
|
1,634
|
|
||||||
Other retail
|
1,013
|
|
53
|
|
8
|
|
4
|
|
5
|
|
1,083
|
|
||||||
Total
|
|
$49,726
|
|
|
$1,950
|
|
|
$335
|
|
|
$116
|
|
|
$701
|
|
|
$52,828
|
|
|
Nonperforming
(1)
|
|
Accruing and 90 days or more past due
|
||||||||||||
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
Commercial
|
|
$284
|
|
|
|
$71
|
|
|
|
$2
|
|
|
|
$1
|
|
Commercial real estate
|
86
|
|
|
77
|
|
|
2
|
|
|
—
|
|
||||
Leases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total commercial
|
370
|
|
|
148
|
|
|
4
|
|
|
1
|
|
||||
Residential mortgages
(2) (3) (4)
|
174
|
|
|
331
|
|
|
22
|
|
|
—
|
|
||||
Home equity loans
(2)
|
99
|
|
|
135
|
|
|
—
|
|
|
—
|
|
||||
Home equity lines of credit
|
261
|
|
|
272
|
|
|
—
|
|
|
—
|
|
||||
Home equity loans serviced by others
(5)
|
37
|
|
|
38
|
|
|
—
|
|
|
—
|
|
||||
Home equity lines of credit serviced by others
(5)
|
38
|
|
|
32
|
|
|
—
|
|
|
—
|
|
||||
Automobile
|
42
|
|
|
42
|
|
|
—
|
|
|
—
|
|
||||
Student
|
40
|
|
|
41
|
|
|
5
|
|
|
6
|
|
||||
Credit card
|
16
|
|
|
16
|
|
|
—
|
|
|
—
|
|
||||
Other retail
|
2
|
|
|
5
|
|
|
1
|
|
|
2
|
|
||||
Total retail
|
709
|
|
|
912
|
|
|
28
|
|
|
8
|
|
||||
Total
|
|
$1,079
|
|
|
|
$1,060
|
|
|
|
$32
|
|
|
|
$9
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Other nonperforming assets, net of valuation allowance:
|
|
|
|
||||
Commercial
|
|
$1
|
|
|
|
$1
|
|
Retail
|
47
|
|
|
45
|
|
||
Other nonperforming assets, net of valuation allowance
|
|
$48
|
|
|
|
$46
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||
Nonperforming commercial loans and leases as a percentage of total loans and leases
(1)
|
0.37
|
%
|
|
0.15
|
%
|
Nonperforming retail loans as a percentage of total loans and leases
(1)
|
0.70
|
|
|
0.92
|
|
Total nonperforming loans and leases as a percentage of total loans and leases
(1)
|
1.07
|
%
|
|
1.07
|
%
|
|
|
|
|
||
Nonperforming commercial assets as a percentage of total assets
(1)
|
0.26
|
%
|
|
0.11
|
%
|
Nonperforming retail assets as a percentage of total assets
(1)
|
0.54
|
|
|
0.69
|
|
Total nonperforming assets as a percentage of total assets
(1)
|
0.80
|
%
|
|
0.80
|
%
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||
(in millions)
|
30-59 Days Past Due
|
60-89 Days Past Due
|
90 Days or More Past Due
|
Total Past Due
|
|
30-59 Days Past Due
|
60-89 Days Past Due
|
90 Days or More Past Due
|
Total Past Due
|
||||||||||||||||
Commercial
|
|
$13
|
|
|
$7
|
|
|
$287
|
|
|
$307
|
|
|
|
$9
|
|
|
$4
|
|
|
$71
|
|
|
$84
|
|
Commercial real estate
|
40
|
|
—
|
|
88
|
|
128
|
|
|
30
|
|
3
|
|
77
|
|
110
|
|
||||||||
Leases
|
15
|
|
—
|
|
—
|
|
15
|
|
|
9
|
|
1
|
|
—
|
|
10
|
|
||||||||
Total commercial
|
68
|
|
7
|
|
375
|
|
450
|
|
|
48
|
|
8
|
|
148
|
|
204
|
|
||||||||
Residential mortgages
|
52
|
|
7
|
|
151
|
|
210
|
|
|
54
|
|
16
|
|
246
|
|
316
|
|
||||||||
Home equity loans
|
26
|
|
5
|
|
80
|
|
111
|
|
|
32
|
|
12
|
|
104
|
|
148
|
|
||||||||
Home equity lines of credit
|
53
|
|
17
|
|
206
|
|
276
|
|
|
60
|
|
20
|
|
205
|
|
285
|
|
||||||||
Home equity loans serviced by others
(1)
|
14
|
|
1
|
|
20
|
|
35
|
|
|
14
|
|
6
|
|
20
|
|
40
|
|
||||||||
Home equity lines of credit serviced by others
(1)
|
9
|
|
5
|
|
35
|
|
49
|
|
|
10
|
|
6
|
|
29
|
|
45
|
|
||||||||
Automobile
|
104
|
|
20
|
|
36
|
|
160
|
|
|
127
|
|
32
|
|
35
|
|
194
|
|
||||||||
Student
|
17
|
|
9
|
|
45
|
|
71
|
|
|
19
|
|
11
|
|
41
|
|
71
|
|
||||||||
Credit cards
|
10
|
|
7
|
|
16
|
|
33
|
|
|
11
|
|
9
|
|
16
|
|
36
|
|
||||||||
Other retail
|
9
|
|
2
|
|
3
|
|
14
|
|
|
8
|
|
4
|
|
5
|
|
17
|
|
||||||||
Total retail
|
294
|
|
73
|
|
592
|
|
959
|
|
|
335
|
|
116
|
|
701
|
|
1,152
|
|
||||||||
Total
|
|
$362
|
|
|
$80
|
|
|
$967
|
|
|
$1,409
|
|
|
|
$383
|
|
|
$124
|
|
|
$849
|
|
|
$1,356
|
|
|
March 31, 2016
|
||||||||||||||
(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
|
|
$163
|
|
|
$30
|
|
|
$208
|
|
|
$414
|
|
|
$371
|
|
Commercial real estate
|
56
|
|
12
|
|
12
|
|
69
|
|
68
|
|
|||||
Total commercial
|
219
|
|
42
|
|
220
|
|
483
|
|
439
|
|
|||||
Residential mortgages
(1)
|
35
|
|
4
|
|
111
|
|
183
|
|
146
|
|
|||||
Home equity loans
(1)
|
55
|
|
6
|
|
84
|
|
165
|
|
139
|
|
|||||
Home equity lines of credit
|
25
|
|
3
|
|
165
|
|
227
|
|
190
|
|
|||||
Home equity loans serviced by others
(2)
|
48
|
|
7
|
|
22
|
|
84
|
|
70
|
|
|||||
Home equity lines of credit serviced by others
(2)
|
3
|
|
—
|
|
7
|
|
14
|
|
10
|
|
|||||
Automobile
|
3
|
|
—
|
|
11
|
|
19
|
|
14
|
|
|||||
Student
|
163
|
|
47
|
|
1
|
|
164
|
|
164
|
|
|||||
Credit cards
|
27
|
|
11
|
|
—
|
|
27
|
|
27
|
|
|||||
Other retail
|
13
|
|
4
|
|
2
|
|
17
|
|
15
|
|
|||||
Total retail
|
372
|
|
82
|
|
403
|
|
900
|
|
775
|
|
|||||
Total
|
|
$591
|
|
|
$124
|
|
|
$623
|
|
|
$1,383
|
|
|
$1,214
|
|
|
December 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
|
|
$92
|
|
|
$23
|
|
|
$58
|
|
|
$144
|
|
|
$150
|
|
Commercial real estate
|
56
|
|
13
|
|
12
|
|
70
|
|
68
|
|
|||||
Total commercial
|
148
|
|
36
|
|
70
|
|
214
|
|
218
|
|
|||||
Residential mortgages
|
121
|
|
16
|
|
320
|
|
608
|
|
441
|
|
|||||
Home equity loans
|
85
|
|
11
|
|
139
|
|
283
|
|
224
|
|
|||||
Home equity lines of credit
|
27
|
|
2
|
|
167
|
|
234
|
|
194
|
|
|||||
Home equity loans serviced by others
(1)
|
50
|
|
8
|
|
24
|
|
88
|
|
74
|
|
|||||
Home equity lines of credit serviced by others
(1)
|
3
|
|
1
|
|
7
|
|
14
|
|
10
|
|
|||||
Automobile
|
3
|
|
—
|
|
11
|
|
19
|
|
14
|
|
|||||
Student
|
163
|
|
48
|
|
2
|
|
165
|
|
165
|
|
|||||
Credit cards
|
28
|
|
11
|
|
—
|
|
28
|
|
28
|
|
|||||
Other retail
|
13
|
|
4
|
|
2
|
|
18
|
|
15
|
|
|||||
Total retail
|
493
|
|
101
|
|
672
|
|
1,457
|
|
1,165
|
|
|||||
Total
|
|
$641
|
|
|
$137
|
|
|
$742
|
|
|
$1,671
|
|
|
$1,383
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
(in millions)
|
Interest Income Recognized
|
Average Recorded Investment
|
|
Interest Income Recognized
|
Average Recorded Investment
|
||||||||
Commercial
|
|
$1
|
|
|
$201
|
|
|
|
$1
|
|
|
$142
|
|
Commercial real estate
|
—
|
|
66
|
|
|
—
|
|
51
|
|
||||
Total commercial
|
1
|
|
267
|
|
|
1
|
|
193
|
|
||||
Residential mortgages
|
1
|
|
142
|
|
|
4
|
|
441
|
|
||||
Home equity loans
|
2
|
|
134
|
|
|
2
|
|
268
|
|
||||
Home equity lines of credit
|
1
|
|
187
|
|
|
1
|
|
156
|
|
||||
Home equity loans serviced by others
(1)
|
1
|
|
71
|
|
|
1
|
|
88
|
|
||||
Home equity lines of credit serviced by others
(1)
|
—
|
|
10
|
|
|
—
|
|
11
|
|
||||
Automobile
|
—
|
|
13
|
|
|
—
|
|
11
|
|
||||
Student
|
2
|
|
163
|
|
|
2
|
|
164
|
|
||||
Credit cards
|
—
|
|
27
|
|
|
1
|
|
30
|
|
||||
Other retail
|
—
|
|
14
|
|
|
—
|
|
19
|
|
||||
Total retail
|
7
|
|
761
|
|
|
11
|
|
1,188
|
|
||||
Total
|
|
$8
|
|
|
$1,028
|
|
|
|
$12
|
|
|
$1,381
|
|
|
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
|
5
|
|
|
$1
|
|
|
$1
|
|
|
26
|
|
|
$4
|
|
|
$4
|
|
Commercial real estate
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Total commercial
|
5
|
|
1
|
|
1
|
|
|
26
|
|
4
|
|
4
|
|
||||
Residential mortgages
|
22
|
|
3
|
|
3
|
|
|
6
|
|
1
|
|
1
|
|
||||
Home equity loans
|
14
|
|
1
|
|
1
|
|
|
16
|
|
2
|
|
2
|
|
||||
Home equity lines of credit
|
7
|
|
1
|
|
1
|
|
|
19
|
|
2
|
|
2
|
|
||||
Home equity loans serviced by others
(3)
|
3
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Home equity lines of credit serviced by others
(3)
|
—
|
|
—
|
|
—
|
|
|
1
|
|
—
|
|
—
|
|
||||
Automobile
|
21
|
|
1
|
|
1
|
|
|
5
|
|
—
|
|
—
|
|
||||
Student
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Credit cards
|
529
|
|
3
|
|
3
|
|
|
—
|
|
—
|
|
—
|
|
||||
Other retail
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||
Total retail
|
596
|
|
9
|
|
9
|
|
|
47
|
|
5
|
|
5
|
|
||||
Total
|
601
|
|
|
$10
|
|
|
$10
|
|
|
73
|
|
|
$9
|
|
|
$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
|
5
|
|
|
$21
|
|
|
$20
|
|
|
|
($1
|
)
|
|
$18
|
|
Commercial real estate
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total commercial
|
5
|
|
21
|
|
20
|
|
|
(1
|
)
|
18
|
|
||||
Residential mortgages
|
64
|
|
8
|
|
8
|
|
|
—
|
|
—
|
|
||||
Home equity loans
|
87
|
|
6
|
|
6
|
|
|
—
|
|
—
|
|
||||
Home equity lines of credit
|
32
|
|
2
|
|
2
|
|
|
—
|
|
—
|
|
||||
Home equity loans serviced by others
(3)
|
18
|
|
1
|
|
1
|
|
|
—
|
|
—
|
|
||||
Home equity lines of credit serviced by others
(3)
|
8
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Automobile
|
191
|
|
3
|
|
3
|
|
|
—
|
|
—
|
|
||||
Student
|
186
|
|
4
|
|
4
|
|
|
1
|
|
—
|
|
||||
Credit cards
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Other retail
|
3
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||||
Total retail
|
589
|
|
24
|
|
24
|
|
|
1
|
|
—
|
|
||||
Total
|
594
|
|
|
$45
|
|
|
$44
|
|
|
|
$—
|
|
|
$18
|
|
|
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
|
|
|
Three Months Ended March 31,
|
||||||||||
|
2016
|
|
2015
|
||||||||
(dollars in millions)
|
Number of Contracts
|
Balance Defaulted
|
|
Number of Contracts
|
Balance Defaulted
|
||||||
Commercial
|
3
|
|
|
$—
|
|
|
6
|
|
|
$—
|
|
Commercial real estate
|
—
|
|
—
|
|
|
—
|
|
—
|
|
||
Total commercial
|
3
|
|
—
|
|
|
6
|
|
—
|
|
||
Residential mortgages
|
54
|
|
8
|
|
|
49
|
|
7
|
|
||
Home equity loans
|
49
|
|
3
|
|
|
51
|
|
3
|
|
||
Home equity lines of credit
|
25
|
|
3
|
|
|
40
|
|
2
|
|
||
Home equity loans serviced by others
(1)
|
10
|
|
1
|
|
|
16
|
|
—
|
|
||
Home equity lines of credit serviced by others
(1)
|
5
|
|
—
|
|
|
1
|
|
—
|
|
||
Automobile
|
15
|
|
—
|
|
|
23
|
|
—
|
|
||
Student
|
13
|
|
—
|
|
|
65
|
|
2
|
|
||
Credit cards
|
121
|
|
1
|
|
|
102
|
|
1
|
|
||
Other retail
|
—
|
|
—
|
|
|
2
|
|
—
|
|
||
Total retail
|
292
|
|
16
|
|
|
349
|
|
15
|
|
||
Total
|
295
|
|
|
$16
|
|
|
355
|
|
|
$15
|
|
|
March 31, 2016
|
|||||||||||||||||
(in millions)
|
Residential Mortgages
|
Home Equity Loans and Lines of Credit
|
Home Equity Products Serviced by Others
|
Credit Cards
|
Student
|
Total
|
|
|||||||||||
High loan-to-value
|
|
$519
|
|
|
$815
|
|
|
$695
|
|
|
$—
|
|
|
$—
|
|
|
$2,029
|
|
Interest only/negative amortization
|
1,181
|
|
—
|
|
—
|
|
—
|
|
1
|
|
1,182
|
|
||||||
Low introductory rate
|
—
|
|
—
|
|
—
|
|
93
|
|
—
|
|
93
|
|
||||||
Multiple characteristics and other
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
4
|
|
||||||
Total
|
|
$1,704
|
|
|
$815
|
|
|
$695
|
|
|
$93
|
|
|
$1
|
|
|
$3,308
|
|
|
December 31, 2015
|
|||||||||||||||||
(in millions)
|
Residential Mortgages
|
Home Equity Loans and Lines of Credit
|
Home Equity Products Serviced by Others
|
Credit Cards
|
Student
|
Total
|
|
|||||||||||
High loan-to-value
|
|
$649
|
|
|
$1,038
|
|
|
$785
|
|
|
$—
|
|
|
$—
|
|
|
$2,472
|
|
Interest only/negative amortization
|
1,110
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1,110
|
|
||||||
Low introductory rate
|
—
|
|
3
|
|
—
|
|
96
|
|
—
|
|
99
|
|
||||||
Multiple characteristics and other
|
14
|
|
—
|
|
—
|
|
—
|
|
—
|
|
14
|
|
||||||
Total
|
|
$1,773
|
|
|
$1,041
|
|
|
$785
|
|
|
$96
|
|
|
$—
|
|
|
$3,695
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
LIHTC investment included in other assets
|
|
$642
|
|
|
|
$598
|
|
LIHTC unfunded commitments included in other liabilities
|
377
|
|
|
365
|
|
||
Renewable energy investments included in other assets
|
118
|
|
|
118
|
|
|
As of and for the
Three Months Ended
March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
MSRs:
|
|
|
|
||||
Balance as of January 1
|
|
$173
|
|
|
|
$184
|
|
Amount capitalized
|
5
|
|
|
6
|
|
||
Amortization
|
(9
|
)
|
|
(10
|
)
|
||
Carrying amount before valuation allowance
|
169
|
|
|
180
|
|
||
Valuation allowance for servicing assets:
|
|
|
|
||||
Balance as of January 1
|
9
|
|
|
18
|
|
||
Valuation charge-offs (recoveries)
|
5
|
|
|
(1
|
)
|
||
Balance at end of period
|
14
|
|
|
17
|
|
||
Net carrying value of MSRs
|
|
$155
|
|
|
|
$163
|
|
(dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
Fair value
|
$168
|
|
$178
|
Weighted average life (in years)
|
4.9
|
|
5.4
|
Weighted average constant prepayment rate
|
13.3%
|
|
11.6%
|
Weighted average discount rate
|
9.7%
|
|
9.7%
|
|
Three Months Ended March 31,
|
||
|
2016
|
|
2015
|
Weighted average life (in years)
|
6.1
|
|
4.7
|
Weighted average constant prepayment rate
|
11.0%
|
|
12.2%
|
Weighted average discount rate
|
9.8%
|
|
9.6%
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Prepayment rate:
|
|
|
|
||||
Decline in fair value from a 50 basis point decrease in interest rates
|
|
$6
|
|
|
|
$5
|
|
Decline in fair value from a 100 basis point decrease in interest rates
|
|
$14
|
|
|
|
$11
|
|
Weighted average discount rate:
|
|
|
|
||||
Decline in fair value from a 50 basis point increase in weighted average discount rate
|
|
$3
|
|
|
|
$3
|
|
Decline in fair value from a 100 basis point increase in weighted average discount rate
|
|
$5
|
|
|
|
$6
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Federal funds purchased
|
|
$23
|
|
|
|
$—
|
|
Securities sold under agreements to repurchase
|
691
|
|
|
802
|
|
||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
3,300
|
|
|
2,630
|
|
||
Total short-term borrowed funds
|
|
$4,014
|
|
|
|
$3,432
|
|
(dollars in millions)
|
As of and for the
Three Months Ended
March 31, 2016
|
|
As of and for the
Year Ended
December 31, 2015
|
||||
Weighted-average interest rate at period-end:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.01
|
%
|
|
0.15
|
%
|
||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.57
|
|
|
0.44
|
|
||
Maximum amount outstanding at month-end during the period:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$1,274
|
|
|
|
$5,375
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
3,300
|
|
|
7,004
|
|
||
Average amount outstanding during the period:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$881
|
|
|
|
$3,364
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
3,098
|
|
|
5,865
|
|
||
Weighted-average interest rate during the period:
|
|
|
|
||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.06
|
%
|
|
0.22
|
%
|
||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.58
|
|
|
0.28
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Citizens Financial Group, Inc.:
|
|
|
|
||||
4.150% fixed rate subordinated debt, due 2022
(1)
|
|
$347
|
|
|
|
$350
|
|
5.158% fixed-to-floating rate subordinated debt, (LIBOR + 3.56%) callable, due 2023
(2)
|
333
|
|
|
333
|
|
||
3.750% fixed rate subordinated debt, due 2024
(2) (3)
|
250
|
|
|
250
|
|
||
4.023% fixed rate subordinated debt, due 2024
(2) (4)
|
214
|
|
|
331
|
|
||
4.082% fixed rate subordinated debt, due 2025
(2) (5)
|
346
|
|
|
331
|
|
||
4.350% fixed rate subordinated debt, due 2025
(6)
|
248
|
|
|
250
|
|
||
4.300% fixed rate subordinated debt, due 2025
(7)
|
749
|
|
|
750
|
|
||
Banking Subsidiaries:
|
|
|
|
||||
1.600% senior unsecured notes, due 2017
(8) (9)
|
752
|
|
|
749
|
|
||
2.300% senior unsecured notes, due 2018
(8) (10)
|
753
|
|
|
747
|
|
||
2.450% senior unsecured notes, due 2019
(8) (11)
|
763
|
|
|
752
|
|
||
2.500% senior unsecured notes, due 2019
(8)(12)
|
750
|
|
|
—
|
|
||
Federal Home Loan advances due through 2033
|
4,516
|
|
|
5,018
|
|
||
Other
|
14
|
|
|
25
|
|
||
Total long-term borrowed funds
|
|
$10,035
|
|
|
|
$9,886
|
|
Year (in millions)
|
CFG Parent Company
|
Banking Subsidiaries
|
Consolidated
|
|
|||||
2017 or on demand
|
|
$—
|
|
|
$5,256
|
|
|
$5,256
|
|
2018
|
—
|
|
759
|
|
759
|
|
|||
2019
|
—
|
|
1,514
|
|
1,514
|
|
|||
2020
|
—
|
|
2
|
|
2
|
|
|||
2021
|
—
|
|
5
|
|
5
|
|
|||
2022 and thereafter
|
2,487
|
|
12
|
|
2,499
|
|
|||
Total
|
|
$2,487
|
|
|
$7,548
|
|
|
$10,035
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||
|
Qualified Plan
|
|
Non-Qualified Plan
|
|
Total
|
||||||||||||||||||
(in millions)
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
||||||
Service cost
|
|
$1
|
|
|
|
$1
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$1
|
|
|
|
$1
|
|
Interest cost
|
11
|
|
|
11
|
|
|
1
|
|
|
1
|
|
|
12
|
|
|
12
|
|
||||||
Expected return on plan assets
|
(17
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(18
|
)
|
||||||
Amortization of actuarial loss
|
4
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
4
|
|
|
4
|
|
||||||
Net periodic pension (income) cost
|
|
($1
|
)
|
|
|
($3
|
)
|
|
|
$1
|
|
|
|
$2
|
|
|
|
$—
|
|
|
|
($1
|
)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(in millions)
|
Notional Amount
(1)
|
Derivative Assets
|
Derivative Liabilities
|
|
Notional Amount
(1)
|
Derivative Assets
|
Derivative Liabilities
|
||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
|
$14,000
|
|
|
$296
|
|
|
$167
|
|
|
|
$16,750
|
|
|
$96
|
|
|
$50
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
35,896
|
|
739
|
|
658
|
|
|
33,719
|
|
540
|
|
455
|
|
||||||
Foreign exchange contracts
|
8,928
|
|
146
|
|
138
|
|
|
8,366
|
|
163
|
|
156
|
|
||||||
Other contracts
|
1,117
|
|
11
|
|
8
|
|
|
981
|
|
8
|
|
5
|
|
||||||
Total derivatives not designated as hedging instruments
|
|
896
|
|
804
|
|
|
|
711
|
|
616
|
|
||||||||
Gross derivative fair values
|
|
1,192
|
|
971
|
|
|
|
807
|
|
666
|
|
||||||||
Less: Gross amounts offset in the Consolidated Balance Sheets
(2)
|
|
(123
|
)
|
(123
|
)
|
|
|
(178
|
)
|
(178
|
)
|
||||||||
Less: Cash collateral applied
(2)
|
|
(1
|
)
|
(16
|
)
|
|
|
(4
|
)
|
(3
|
)
|
||||||||
Total net derivative fair values presented in the Consolidated Balance Sheets
(3)
|
|
|
$1,068
|
|
|
$832
|
|
|
|
|
$625
|
|
|
$485
|
|
|
The Effect of Fair Value Hedges on Net Income
|
||||||||||||||||||
|
Amounts Recognized in Other Income for the
|
||||||||||||||||||
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||
(in millions)
|
Derivative
|
Hedged Item
|
Hedge Ineffectiveness
|
|
Derivative
|
Hedged Item
|
Hedge Ineffectiveness
|
||||||||||||
Hedges of interest rate risk on borrowings using interest rate swaps
|
|
$52
|
|
|
($52
|
)
|
|
$—
|
|
|
|
$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)
|
2016
|
|
|
2015
|
|
||
Effective portion of gain recognized in OCI
(1)
|
|
$54
|
|
|
|
$104
|
|
Amounts reclassified from OCI to interest income
(2)
|
22
|
|
|
18
|
|
||
Amounts reclassified from OCI to interest expense
(2)
|
(8
|
)
|
|
(15
|
)
|
||
Ineffective portion of gain recognized in other income
(3)
|
—
|
|
|
1
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Commitment amount:
|
|
|
|
||||
Undrawn commitments to extend credit
|
|
$56,989
|
|
|
|
$56,524
|
|
Financial standby letters of credit
|
1,921
|
|
|
2,010
|
|
||
Performance letters of credit
|
41
|
|
|
42
|
|
||
Commercial letters of credit
|
63
|
|
|
87
|
|
||
Marketing rights
|
47
|
|
|
47
|
|
||
Risk participation agreements
|
53
|
|
|
26
|
|
||
Residential mortgage loans sold with recourse
|
10
|
|
|
10
|
|
||
Total
|
|
$59,124
|
|
|
|
$58,746
|
|
|
Interest Rate
|
|
Maturity Date
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
(dollars in millions)
|
|
|
|
||||||||
Subordinated debt
|
5.158
|
%
|
|
June 2023
|
|
$333
|
|
|
$333
|
|
|
|
3.750
|
%
|
(1)
|
July 2024
|
|
250
|
|
|
250
|
|
|
|
4.023
|
%
|
(2)
|
October 2024
|
|
208
|
|
|
333
|
|
|
|
4.082
|
%
|
|
January 2025
|
|
334
|
|
|
334
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Interest expense on subordinated debt
|
|
$11
|
|
|
|
$20
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(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
|
|
$292
|
|
|
$281
|
|
|
$11
|
|
|
|
$268
|
|
|
$263
|
|
|
$5
|
|
Commercial and commercial real estate loans held for sale, at fair value
|
73
|
|
73
|
|
—
|
|
|
57
|
|
57
|
|
—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Securities available for sale:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
$17,922
|
|
|
$—
|
|
|
$17,922
|
|
|
$—
|
|
State and political subdivisions
|
9
|
|
—
|
|
9
|
|
—
|
|
||||
Equity securities
|
17
|
|
—
|
|
17
|
|
—
|
|
||||
U.S. Treasury and other
|
16
|
|
15
|
|
1
|
|
—
|
|
||||
Total securities available for sale
|
17,964
|
|
15
|
|
17,949
|
|
—
|
|
||||
Loans held for sale, at fair value:
|
|
|
|
|
||||||||
Residential loans held for sale
|
292
|
|
—
|
|
292
|
|
—
|
|
||||
Commercial loans held for sale
|
73
|
|
—
|
|
73
|
|
—
|
|
||||
Total loans held for sale, at fair value
|
365
|
|
—
|
|
365
|
|
—
|
|
||||
Derivative assets:
|
|
|
|
|
||||||||
Interest rate swaps
|
1,035
|
|
—
|
|
1,035
|
|
—
|
|
||||
Foreign exchange contracts
|
146
|
|
—
|
|
146
|
|
—
|
|
||||
Other contracts
|
11
|
|
—
|
|
11
|
|
—
|
|
||||
Total derivative assets
|
1,192
|
|
—
|
|
1,192
|
|
—
|
|
||||
Other investment securities, at fair value:
|
|
|
|
|
||||||||
Money market mutual fund
|
63
|
|
63
|
|
—
|
|
—
|
|
||||
Other investments
|
5
|
|
—
|
|
5
|
|
—
|
|
||||
Total other investment securities, at fair value
|
68
|
|
63
|
|
5
|
|
—
|
|
||||
Total assets
|
|
$19,589
|
|
|
$78
|
|
|
$19,511
|
|
|
$—
|
|
Derivative liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$825
|
|
|
$—
|
|
|
$825
|
|
|
$—
|
|
Foreign exchange contracts
|
138
|
|
—
|
|
138
|
|
—
|
|
||||
Other contracts
|
8
|
|
—
|
|
8
|
|
—
|
|
||||
Total derivative liabilities
|
971
|
|
—
|
|
971
|
|
—
|
|
||||
Total liabilities
|
|
$971
|
|
|
$—
|
|
|
$971
|
|
|
$—
|
|
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||
Securities available for sale:
|
|
|
|
|
||||||||
Mortgage-backed securities
|
|
$17,842
|
|
|
$—
|
|
|
$17,842
|
|
|
$—
|
|
State and political subdivisions
|
9
|
|
—
|
|
9
|
|
—
|
|
||||
Equity securities
|
17
|
|
—
|
|
17
|
|
—
|
|
||||
U.S. Treasury
|
16
|
|
15
|
|
1
|
|
—
|
|
||||
Total securities available for sale
|
17,884
|
|
15
|
|
17,869
|
|
—
|
|
||||
Loans held for sale, at fair value:
|
|
|
|
|
||||||||
Residential loans held for sale
|
268
|
|
—
|
|
268
|
|
—
|
|
||||
Commercial loans held for sale
|
57
|
|
—
|
|
57
|
|
—
|
|
||||
Total loans held for sale, at fair value
|
325
|
|
—
|
|
325
|
|
—
|
|
||||
Derivative assets:
|
|
|
|
|
||||||||
Interest rate swaps
|
636
|
|
—
|
|
636
|
|
—
|
|
||||
Foreign exchange contracts
|
163
|
|
—
|
|
163
|
|
—
|
|
||||
Other contracts
|
8
|
|
—
|
|
8
|
|
—
|
|
||||
Total derivative assets
|
807
|
|
—
|
|
807
|
|
—
|
|
||||
Other investment securities, at fair value:
|
|
|
|
|
||||||||
Money market mutual fund
|
65
|
|
65
|
|
—
|
|
—
|
|
||||
Other investments
|
5
|
|
—
|
|
5
|
|
—
|
|
||||
Total other investment securities, at fair value
|
70
|
|
65
|
|
5
|
|
—
|
|
||||
Total assets
|
|
$19,086
|
|
|
$80
|
|
|
$19,006
|
|
|
$—
|
|
Derivative liabilities:
|
|
|
|
|
||||||||
Interest rate swaps
|
|
$505
|
|
|
$—
|
|
|
$505
|
|
|
$—
|
|
Foreign exchange contracts
|
156
|
|
—
|
|
156
|
|
—
|
|
||||
Other contracts
|
5
|
|
—
|
|
5
|
|
—
|
|
||||
Total derivative liabilities
|
666
|
|
—
|
|
666
|
|
—
|
|
||||
Total liabilities
|
|
$666
|
|
|
$—
|
|
|
$666
|
|
|
$—
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Beginning as of January 1
|
|
$—
|
|
|
|
$5
|
|
Purchases, issuances, sales and settlements:
|
|
|
|
||||
Purchases
|
—
|
|
|
1
|
|
||
Sales
|
—
|
|
|
—
|
|
||
Settlements
|
—
|
|
|
—
|
|
||
Net (losses) gains
|
—
|
|
|
—
|
|
||
Transfers from Level 3 to Level 2
|
—
|
|
|
(5
|
)
|
||
Balance as of March 31
|
|
$—
|
|
|
|
$1
|
|
Net unrealized gain (loss) included in net income for the year relating to assets held at period end
|
|
$—
|
|
|
|
$1
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Impaired collateral-dependent loans
|
|
($5
|
)
|
|
|
($3
|
)
|
MSRs
|
(5
|
)
|
|
1
|
|
||
Foreclosed assets
|
(1
|
)
|
|
(1
|
)
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||
(in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||||||||
Impaired collateral-dependent loans
|
|
$39
|
|
|
$—
|
|
|
$39
|
|
|
$—
|
|
|
|
$60
|
|
|
$—
|
|
|
$60
|
|
|
$—
|
|
MSRs
|
168
|
|
—
|
|
—
|
|
168
|
|
|
178
|
|
—
|
|
—
|
|
178
|
|
||||||||
Foreclosed assets
|
46
|
|
—
|
|
46
|
|
—
|
|
|
42
|
|
—
|
|
42
|
|
—
|
|
|
March 31, 2016
|
||||||||||||||||||||||||||
|
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
|
|
$5,129
|
|
|
$5,261
|
|
|
|
$—
|
|
|
$—
|
|
|
|
$5,129
|
|
|
$5,261
|
|
|
|
$—
|
|
|
$—
|
|
Other investment securities, at cost
|
896
|
|
896
|
|
|
—
|
|
—
|
|
|
896
|
|
896
|
|
|
—
|
|
—
|
|
||||||||
Other loans held for sale
|
386
|
|
386
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
386
|
|
386
|
|
||||||||
Loans and leases
|
100,991
|
|
101,475
|
|
|
—
|
|
—
|
|
|
39
|
|
39
|
|
|
100,952
|
|
101,436
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deposits
|
102,606
|
|
102,606
|
|
|
—
|
|
—
|
|
|
102,606
|
|
102,606
|
|
|
—
|
|
—
|
|
||||||||
Federal funds purchased and securities sold under agreements to repurchase
|
714
|
|
714
|
|
|
—
|
|
—
|
|
|
714
|
|
714
|
|
|
—
|
|
—
|
|
||||||||
Other short-term borrowed funds
|
3,300
|
|
3,300
|
|
|
—
|
|
—
|
|
|
3,300
|
|
3,300
|
|
|
—
|
|
—
|
|
||||||||
Long-term borrowed funds
|
10,035
|
|
10,142
|
|
|
—
|
|
—
|
|
|
10,035
|
|
10,142
|
|
|
—
|
|
—
|
|
|
December 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
|
|
$5,258
|
|
|
$5,297
|
|
|
|
$—
|
|
|
$—
|
|
|
|
$5,258
|
|
|
$5,297
|
|
|
|
$—
|
|
|
$—
|
|
Other investment securities, at cost
|
863
|
|
863
|
|
|
—
|
|
—
|
|
|
863
|
|
863
|
|
|
—
|
|
—
|
|
||||||||
Other loans held for sale
|
40
|
|
40
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
40
|
|
40
|
|
||||||||
Loans and leases
|
99,042
|
|
99,026
|
|
|
—
|
|
—
|
|
|
60
|
|
60
|
|
|
98,982
|
|
98,966
|
|
||||||||
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Deposits
|
102,539
|
|
102,528
|
|
|
—
|
|
—
|
|
|
102,539
|
|
102,528
|
|
|
—
|
|
—
|
|
||||||||
Federal funds purchased and securities sold under agreements to repurchase
|
802
|
|
802
|
|
|
—
|
|
—
|
|
|
802
|
|
802
|
|
|
—
|
|
—
|
|
||||||||
Other short-term borrowed funds
|
2,630
|
|
2,630
|
|
|
—
|
|
—
|
|
|
2,630
|
|
2,630
|
|
|
—
|
|
—
|
|
||||||||
Long-term borrowed funds
|
9,886
|
|
9,837
|
|
|
—
|
|
—
|
|
|
9,886
|
|
9,837
|
|
|
—
|
|
—
|
|
|
Transitional Basel III
|
||||||||||||||||
|
|
|
|
|
|
|
FDIA Requirements
|
||||||||||
|
Actual
|
|
Minimum Capital Adequacy
|
|
Classification as Well-capitalized
|
||||||||||||
(dollars in millions)
|
Amount
|
|
Ratio
|
|
|
Amount
|
|
Ratio
|
|
|
Amount
|
|
Ratio
|
|
|||
As of March 31, 2016
|
|
|
|
|
|
|
|
|
|||||||||
Common equity tier 1 capital
(1) (5)
|
|
$13,570
|
|
11.6
|
%
|
|
|
$5,975
|
|
5.125
|
%
|
|
|
$7,578
|
|
6.5
|
%
|
Tier 1 capital
(2) (5)
|
13,817
|
|
11.9
|
|
|
7,724
|
|
6.625
|
|
|
9,327
|
|
8.0
|
|
|||
Total capital
(3)(5)
|
17,587
|
|
15.1
|
|
|
10,056
|
|
8.625
|
|
|
11,659
|
|
10.0
|
|
|||
Tier 1 leverage
(4)
|
13,817
|
|
10.4
|
|
|
5,318
|
|
4.000
|
|
|
6,648
|
|
5.0
|
|
|||
As of December 31, 2015
|
|
|
|
|
|
|
|
|
|||||||||
Common equity tier 1 capital
(1)
|
|
$13,389
|
|
11.7
|
%
|
|
|
$5,134
|
|
4.5
|
%
|
|
|
$7,415
|
|
6.5
|
%
|
Tier 1 capital
(2)
|
13,636
|
|
12.0
|
|
|
6,845
|
|
6.0
|
|
|
9,127
|
|
8.0
|
|
|||
Total capital
(3)
|
17,505
|
|
15.3
|
|
|
9,127
|
|
8.0
|
|
|
11,408
|
|
10.0
|
|
|||
Tier 1 leverage
(4)
|
13,636
|
|
10.5
|
|
|
5,218
|
|
4.0
|
|
|
6,523
|
|
5.0
|
|
(in millions)
|
Salaries & Employee Benefits
|
Occupancy & Equipment
|
Other
|
|
Total
|
|
||||||
Reserve balance as of January 1, 2015
|
|
$23
|
|
|
$18
|
|
|
$3
|
|
|
$44
|
|
Additions
|
5
|
|
18
|
|
8
|
|
31
|
|
||||
Reversals
|
(4
|
)
|
(1
|
)
|
—
|
|
(5
|
)
|
||||
Utilization
|
(12
|
)
|
(19
|
)
|
(6
|
)
|
(37
|
)
|
||||
Reserve balance as of December 31, 2015
|
12
|
|
16
|
|
5
|
|
33
|
|
||||
Utilization
|
(2
|
)
|
(2
|
)
|
(5
|
)
|
(9
|
)
|
||||
Reserve balance as of March 31, 2016
|
|
$10
|
|
|
$14
|
|
|
$—
|
|
|
$24
|
|
(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 (loss) income
|
|
(2
|
)
|
|
(4
|
)
|
|
2
|
|
|
(4
|
)
|
|||||
Net other comprehensive income
|
|
63
|
|
|
67
|
|
|
2
|
|
|
132
|
|
|||||
Balance at March 31, 2015
|
|
|
($6
|
)
|
|
|
$141
|
|
|
|
($375
|
)
|
|
|
($240
|
)
|
|
Balance at January 1, 2016
|
|
|
$10
|
|
|
|
($28
|
)
|
|
|
($369
|
)
|
|
|
($387
|
)
|
|
Other comprehensive income before reclassifications
|
|
33
|
|
|
154
|
|
|
—
|
|
|
187
|
|
|||||
Other-than-temporary impairment not recognized in earnings on securities
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
(25
|
)
|
|||||
Amounts reclassified from other comprehensive (loss) income
|
|
(8
|
)
|
|
(5
|
)
|
|
2
|
|
|
(11
|
)
|
|||||
Net other comprehensive income
|
|
25
|
|
|
124
|
|
|
2
|
|
|
151
|
|
|||||
Balance at March 31, 2016
|
|
|
$35
|
|
|
|
$96
|
|
|
|
($367
|
)
|
|
|
($236
|
)
|
|
Three Months Ended March 31,
|
|
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
|
|
||
Details about AOCI Components
|
|
|
|
|
Affected Line Item in the Consolidated Statements of Operations
|
||||
Reclassification adjustment for net derivative gains (losses) included in net income:
|
|
$22
|
|
|
|
$18
|
|
|
Interest income
|
|
(8
|
)
|
|
(15
|
)
|
|
Interest expense
|
||
|
14
|
|
|
3
|
|
|
Income before income tax expense
|
||
|
6
|
|
|
1
|
|
|
Income tax expense
|
||
|
|
$8
|
|
|
|
$2
|
|
|
Net income
|
Reclassification of net securities gains (losses) to net income:
|
|
$9
|
|
|
|
$8
|
|
|
Securities gains, net
|
|
(1
|
)
|
|
(1
|
)
|
|
Net securities impairment losses recognized in earnings
|
||
|
8
|
|
|
7
|
|
|
Income before income tax expense
|
||
|
3
|
|
|
3
|
|
|
Income tax expense
|
||
|
|
$5
|
|
|
|
$4
|
|
|
Net income
|
Reclassification of changes related to defined benefit pension plans:
|
|
($4
|
)
|
|
|
($3
|
)
|
|
Salaries and employee benefits
|
|
(4
|
)
|
|
(3
|
)
|
|
Income before income tax expense
|
||
|
(2
|
)
|
|
(1
|
)
|
|
Income tax expense
|
||
|
|
($2
|
)
|
|
|
($2
|
)
|
|
Net income
|
Total reclassification gains (losses)
|
|
$11
|
|
|
|
$4
|
|
|
Net income
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Net interest income (includes $14 and $3 of AOCI reclassifications, respectively)
|
|
$904
|
|
|
|
$836
|
|
Provision for credit losses
|
91
|
|
|
58
|
|
||
Noninterest income (includes $8 and $7 of AOCI reclassifications, respectively)
|
330
|
|
|
347
|
|
||
Noninterest expense (includes $4 and $3 of AOCI reclassifications, respectively)
|
811
|
|
|
810
|
|
||
Income before income tax expense
|
332
|
|
|
315
|
|
||
Income tax expense (includes $7 and $3 income tax net expense (benefit) from reclassification items, respectively)
|
109
|
|
|
106
|
|
||
Net income
|
|
$223
|
|
|
|
$209
|
|
|
As of and for the Three Months Ended March 31, 2016
|
||||||||||||||
(in millions)
|
Consumer Banking
|
|
Commercial Banking
|
|
Other
|
|
|
Consolidated
|
|
||||||
Net interest income
|
|
$581
|
|
|
|
$300
|
|
|
|
$23
|
|
|
|
$904
|
|
Noninterest income
|
208
|
|
|
99
|
|
|
23
|
|
|
330
|
|
||||
Total revenue
|
789
|
|
|
399
|
|
|
46
|
|
|
1,234
|
|
||||
Noninterest expense
|
616
|
|
|
187
|
|
|
8
|
|
|
811
|
|
||||
Profit before provision for credit losses
|
173
|
|
|
212
|
|
|
38
|
|
|
423
|
|
||||
Provision for credit losses
|
63
|
|
|
9
|
|
|
19
|
|
|
91
|
|
||||
Income before income tax expense
|
110
|
|
|
203
|
|
|
19
|
|
|
332
|
|
||||
Income tax expense
|
39
|
|
|
70
|
|
|
—
|
|
|
109
|
|
||||
Net income
|
|
$71
|
|
|
|
$133
|
|
|
|
$19
|
|
|
|
$223
|
|
Total average assets
|
|
$55,116
|
|
|
|
$45,304
|
|
|
|
$38,360
|
|
|
|
$138,780
|
|
|
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
|
|
|
Three Months Ended March 31,
|
||||||
(dollars in millions, except share and per-share data)
|
2016
|
|
|
2015
|
|
||
Numerator (basic and diluted):
|
|
|
|
||||
Net income
|
|
$223
|
|
|
|
$209
|
|
Less: Preferred stock dividends
|
7
|
|
|
—
|
|
||
Net income available to common stockholders
|
|
$216
|
|
|
|
$209
|
|
Denominator:
|
|
|
|
||||
Weighted-average common shares outstanding - basic
|
528,070,648
|
|
|
546,291,363
|
|
||
Dilutive common shares: share-based awards
|
2,375,540
|
|
|
3,507,354
|
|
||
Weighted-average common shares outstanding - diluted
|
530,446,188
|
|
|
549,798,717
|
|
||
Earnings per common share:
|
|
|
|
||||
Basic
|
|
$0.41
|
|
|
|
$0.38
|
|
Diluted
|
0.41
|
|
|
0.38
|
|
|
Three Months Ended March 31,
|
||||||
(in millions)
|
2016
|
|
|
2015
|
|
||
Deposit insurance
|
|
$26
|
|
|
|
$34
|
|
Promotional expense
|
24
|
|
|
22
|
|
||
Postage and delivery
|
12
|
|
|
12
|
|
||
Other
|
53
|
|
|
65
|
|
||
Other operating expense
|
|
$115
|
|
|
|
$133
|
|
|
|
Page
|
Forward-Looking Statements
|
|
|
Selected Consolidated Financial Data
|
|
|
|
||
|
||
|
||
|
||
|
||
Results of Operations — Three Months Ended March 31, 2016 Compared with Three Months Ended March 31, 2015
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Analysis of Financial Condition — March 31, 2016 Compared with December 31, 2015
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
•
|
Negative economic conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense;
|
•
|
The rate of growth in the economy and employment levels, as well as general business and economic conditions;
|
•
|
Our ability to implement our strategic plan, including the cost savings and efficiency components, and achieve our indicative performance targets;
|
•
|
Our ability to remedy regulatory deficiencies and meet supervisory requirements and expectations;
|
•
|
Liabilities and business restrictions resulting from litigation and regulatory investigations;
|
•
|
Our capital and liquidity requirements (including under regulatory capital standards, such as the Basel III capital standards) and our ability to generate capital internally or raise capital on favorable terms;
|
•
|
The effect of the current low interest rate environment or changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;
|
•
|
Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;
|
•
|
The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;
|
•
|
Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses, including the Dodd-Frank Act and other legislation and regulation relating to bank products and services;
|
•
|
A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks;
|
•
|
Management’s ability to identify and manage these and other risks; and
|
•
|
Any failure by us to successfully replicate or replace certain functions, systems and infrastructure provided by RBS.
|
|
Three Months Ended March 31,
|
||||||
(dollars in millions, except per share amounts)
|
2016
|
|
|
2015
|
|
||
OPERATING DATA:
|
|
|
|
||||
Net interest income
|
|
$904
|
|
|
|
$836
|
|
Noninterest income
|
330
|
|
|
347
|
|
||
Total revenue
|
1,234
|
|
|
1,183
|
|
||
Provision for credit losses
|
91
|
|
|
58
|
|
||
Noninterest expense
|
811
|
|
|
810
|
|
||
Income before income tax expense
|
332
|
|
|
315
|
|
||
Income tax expense
|
109
|
|
|
106
|
|
||
Net income
|
223
|
|
|
209
|
|
||
Net income available to common stockholders
|
216
|
|
|
209
|
|
||
Net income per common share - basic
|
0.41
|
|
|
0.38
|
|
||
Net income per common share - diluted
|
0.41
|
|
|
0.38
|
|
||
OTHER OPERATING DATA:
|
|
|
|
||||
Return on average common equity
(2)
|
4.45
|
%
|
|
4.36
|
%
|
||
Return on average tangible common equity
(1)
|
6.61
|
|
|
6.53
|
|
||
Return on average total assets
(3)
|
0.65
|
|
|
0.63
|
|
||
Return on average total tangible assets
(1)
|
0.68
|
|
|
0.67
|
|
||
Efficiency ratio
(1)
|
65.66
|
|
|
68.49
|
|
||
Net interest margin
(4)
|
2.86
|
|
|
2.77
|
|
(in millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||
BALANCE SHEET DATA:
|
|
|
|
||||
Total assets
|
|
$140,077
|
|
|
|
$138,208
|
|
Loans and leases
(5)
|
100,991
|
|
|
99,042
|
|
||
Allowance for loan and lease losses
|
1,224
|
|
|
1,216
|
|
||
Total securities
|
24,057
|
|
|
24,075
|
|
||
Goodwill
|
6,876
|
|
|
6,876
|
|
||
Total liabilities
|
120,112
|
|
|
118,562
|
|
||
Total deposits
|
102,606
|
|
|
102,539
|
|
||
Federal funds purchased and securities sold under agreements to repurchase
|
714
|
|
|
802
|
|
||
Other short-term borrowed funds
|
3,300
|
|
|
2,630
|
|
||
Long-term borrowed funds
|
10,035
|
|
|
9,886
|
|
||
Total stockholders’ equity
|
19,965
|
|
|
19,646
|
|
||
OTHER BALANCE SHEET DATA:
|
|
|
|
||||
Asset Quality Ratios:
|
|
|
|
||||
Allowance for loan and lease losses as a percentage of total loans and leases
|
1.21
|
%
|
|
1.23
|
%
|
||
Allowance for loan and lease losses as a percentage of nonperforming loans and leases
|
113
|
|
|
115
|
|
||
Nonperforming loans and leases as a percentage of total loans and leases
|
1.07
|
|
|
1.07
|
|
||
Capital Ratios:
(6)
|
|
|
|
||||
CET1 capital ratio
(7)
|
11.6
|
|
|
11.7
|
|
||
Tier 1 capital ratio
(8)
|
11.9
|
|
|
12.0
|
|
||
Total capital ratio
(9)
|
15.1
|
|
|
15.3
|
|
||
Tier 1 leverage ratio
(10)
|
10.4
|
|
|
10.5
|
|
•
|
Return on average common equity, which we define as net income available to common stockholders divided by average common equity;
|
•
|
Return on average tangible common equity, which we define as net income available to common stockholders 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.
|
|
2016
|
|
2015
|
||||
Net income (GAAP)
|
A
|
|
|
$223
|
|
|
|
$209
|
|
Net income available to common stockholders (GAAP)
|
B
|
|
|
$216
|
|
|
|
$209
|
|
|
|
|
|
|
|
||||
Return on average tangible common equity
|
|
|
|
|
|
||||
Average common equity (GAAP)
|
|
|
|
$19,567
|
|
|
|
$19,407
|
|
Less: Average goodwill (GAAP)
|
|
|
6,876
|
|
|
6,876
|
|
||
Less: Average other intangibles (GAAP)
|
|
|
3
|
|
|
5
|
|
||
Add: Average deferred tax liabilities related to goodwill (GAAP)
|
|
|
481
|
|
|
422
|
|
||
Average tangible common equity (non-GAAP)
|
C
|
|
|
$13,169
|
|
|
|
$12,948
|
|
Return on average tangible common equity (non-GAAP)
|
B/C
|
|
6.61
|
%
|
|
6.53
|
%
|
||
|
|
|
|
|
|
||||
Return on average total tangible assets:
|
|
|
|
|
|
||||
Average total assets (GAAP)
|
|
|
|
$138,780
|
|
|
|
$133,325
|
|
Less: Average goodwill (GAAP)
|
|
|
6,876
|
|
|
6,876
|
|
||
Less: Average other intangibles (GAAP)
|
|
|
3
|
|
|
5
|
|
||
Add: Average deferred tax liabilities related to goodwill (GAAP)
|
|
|
481
|
|
|
422
|
|
||
Average tangible assets (non-GAAP)
|
D
|
|
|
$132,382
|
|
|
|
$126,866
|
|
Return on average total tangible assets (non-GAAP)
|
A/D
|
|
0.68
|
%
|
|
0.67
|
%
|
||
|
|
|
|
|
|
||||
Efficiency ratio
|
|
|
|
|
|
||||
Noninterest expense (GAAP)
|
E
|
|
|
$811
|
|
|
|
$810
|
|
Net interest income (GAAP)
|
|
|
|
$904
|
|
|
|
$836
|
|
Noninterest income (GAAP)
|
|
|
330
|
|
|
347
|
|
||
Total revenue (GAAP)
|
F
|
|
|
$1,234
|
|
|
|
$1,183
|
|
Efficiency ratio (non-GAAP)
|
E/F
|
|
65.66
|
%
|
|
68.49
|
%
|
||
|
|
|
|
|
|
||||
Noninterest expense excluding restructuring charges and special items:
|
|
|
|
|
|
||||
Noninterest expense (GAAP)
|
E
|
|
|
$811
|
|
|
|
$810
|
|
Less: Restructuring charges (GAAP)
|
|
|
—
|
|
|
1
|
|
||
Less: Special items
(1)
|
|
|
—
|
|
|
9
|
|
||
Noninterest expense, excluding restructuring charges and special items (non-GAAP)
|
|
|
|
$811
|
|
|
|
$800
|
|
|
|
|
|
|
|
||||
Net income, excluding restructuring charges and special items:
|
|
|
|
|
|
||||
Net income (GAAP)
|
A
|
|
|
$223
|
|
|
|
$209
|
|
Add: Restructuring charges (GAAP)
|
|
|
—
|
|
|
1
|
|
||
Add: Special Items
(1)
|
|
|
—
|
|
|
5
|
|
||
Net income, excluding restructuring charges and special items (non-GAAP)
|
|
|
|
$223
|
|
|
|
$215
|
|
|
|
|
|
|
|
||||
Net income available to common stockholders, excluding restructuring charges and special items:
|
|
|
|
|
|
||||
Net income available to common stockholders (GAAP)
|
B
|
|
|
$216
|
|
|
|
$209
|
|
Add: Restructuring charges (GAAP)
|
|
|
—
|
|
|
1
|
|
||
Add: Special Items
(1)
|
|
|
—
|
|
|
5
|
|
||
Net income available to common shareholders, excluding restructuring charges and special items (non-GAAP)
|
G
|
|
|
$216
|
|
|
|
$215
|
|
Return on average tangible common equity, excluding restructuring charges and special items (non-GAAP)
|
G/C
|
|
6.61
|
%
|
|
6.73
|
%
|
•
|
Net income of
$223 million
in first quarter increased
$14 million
, compared to
$209 million
in first quarter 2015. No restructuring charges and special items were recorded in first quarter 2016 compared with $6 million in after-tax restructuring charges and special noninterest expense items in first quarter 2015;
|
•
|
Net income available to common stockholders of $216 million increased $7 million, or 3%, compared to $209 million in first quarter 2015, despite the impact of a $7 million semi-annual preferred stock dividend recorded in first quarter 2016;
|
•
|
Net interest income of
$904 million
increased
$68 million
, or
8%
, from
$836 million
in first quarter 2015 reflecting 7% average loan growth and net interest margin improvement;
|
•
|
Net interest margin of
2.86%
in first quarter 2016 increased
9
basis points, compared to
2.77%
in first quarter 2015, driven by improved loan yields, higher interest rates and continued improvement in loan mix. Results also reflected the benefit of modest balance sheet deleveraging, a reduction related to a FRB stock dividend decrease and the impact of higher funding costs;
|
•
|
Noninterest income of
$330 million
in first quarter 2016 decreased
$17 million
, or
5%
, compared to
$347 million
in first quarter 2015 and reflected a $7 million decrease related to a card reward accounting change. Lower mortgage banking fees, other income, card and foreign exchange and letter of credit fees were partially offset by an increase in service charges and trust and investment services fees;
|
•
|
Noninterest expense of $811 million remained stable as a $10 million decrease in restructuring charges and special items was offset by increases in outside services, salaries and employee benefits, amortization and equipment expense. Excluding the restructuring charges and special items, noninterest expense increased $11 million as higher outside services, salary and employee benefits expense, and amortization and equipment expense were partially offset by lower other expense;
|
•
|
Provision for credit losses of
$91 million
in first quarter 2016, increased
$33 million
, or
57%
, from
$58 million
in first quarter of 2015, which included $28 million in commercial loan recoveries. The benefit of a reserve release related to the transfer of $373 million of TDR balances to held for sale and lower retail charge-offs was more than offset by additional reserves related to the oil and gas portfolio following the Shared National Credit review. First quarter 2016 results include an $8 million reserve build, compared with a $4 million reserve build in first quarter 2015;
|
•
|
Return on average tangible common equity ratio of
6.61%
(1)
compared to
6.53%
(1)
in first quarter 2015.
|
•
|
Average loans and leases of
$100.3 billion
increased
$6.3 billion
, or
7%
, from $
94.0 billion
in first quarter 2015 reflecting a $3.5 billion increase in commercial and a $2.8 billion increase in retail;
|
•
|
Average interest-bearing deposits of
$74.8 billion
increased
$4.9 billion
, or
7%
, from $
69.9 billion
in first quarter 2015, driven by growth in all deposit products;
|
•
|
Net charge-offs of
$83 million
increased
$29 million
, or
54%
, from
$54 million
in first quarter 2015, largely as a result of higher commercial loan recoveries in the earlier period. The ALLL of
$1.2 billion
increased
$8 million
compared to fourth quarter 2015. ALLL to total loans and leases was
1.21%
as of
March 31, 2016
, compared with
1.23%
as of December 31, 2015. ALLL to non-performing loans and leases ratio was
113%
as of
March 31, 2016
, compared with
115%
as of December 31, 2015; and
|
•
|
Net income per average common share, basic and diluted, was
$0.41
in first quarter 2016, up 8%, from $0.38 per average common share, basic and diluted, in first quarter 2015.
|
|
Three Months Ended March 31
|
|
|
|
|
||||||||
(dollars in millions)
|
2016
|
|
|
2015
|
|
|
Change
|
|
Percent
|
||||
Operating Data:
|
|
|
|
|
|
|
|
||||||
Net interest income
|
|
$904
|
|
|
|
$836
|
|
|
|
$68
|
|
|
8%
|
Noninterest income
|
330
|
|
|
347
|
|
|
(17
|
)
|
|
(5)
|
|||
Total revenue
|
1,234
|
|
|
1,183
|
|
|
51
|
|
|
4
|
|||
Provision for credit losses
|
91
|
|
|
58
|
|
|
33
|
|
|
57
|
|||
Noninterest expense
|
811
|
|
|
810
|
|
|
1
|
|
|
—
|
|||
Noninterest expense, excluding restructuring charges and special items
(1)
|
811
|
|
|
800
|
|
|
11
|
|
|
1
|
|||
Income before income tax expense
|
332
|
|
|
315
|
|
|
17
|
|
|
5
|
|||
Income tax expense
|
109
|
|
|
106
|
|
|
3
|
|
|
3
|
|||
Net income
|
223
|
|
|
209
|
|
|
14
|
|
|
7
|
|||
Net income, excluding restructuring charges and special items
(1)
|
223
|
|
|
215
|
|
|
8
|
|
|
4
|
|||
Net income available to common stockholders
|
216
|
|
|
209
|
|
|
7
|
|
|
3
|
|||
Net income available to common stockholders, excluding restructuring charges and special items
(1)
|
216
|
|
|
215
|
|
|
1
|
|
|
—
|
|||
Return on average tangible common equity
(1)
|
6.61
|
%
|
|
6.53
|
%
|
|
8
|
bps
|
|
—
|
|||
Return on average tangible common equity, excluding restructuring charges and special items
(1)
|
6.61
|
%
|
|
6.73
|
%
|
|
(12
|
) bps
|
|
—
|
|
Three Months Ended March 31,
|
|
|
|||||||||||||||||||
2016
|
|
2015
|
|
Change
|
||||||||||||||||||
(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
|
|
$1,675
|
|
|
$2
|
|
0.42
|
%
|
|
|
$2,092
|
|
|
$1
|
|
0.19
|
%
|
|
|
($417
|
)
|
23 bps
|
Taxable investment securities
|
23,864
|
|
145
|
|
2.43
|
|
|
24,955
|
|
159
|
|
2.55
|
|
|
(1,091
|
)
|
(12)
|
|||||
Non-taxable investment securities
|
9
|
|
—
|
|
2.60
|
|
|
10
|
|
—
|
|
2.60
|
|
|
(1
|
)
|
—
|
|||||
Total investment securities
|
23,873
|
|
145
|
|
2.43
|
|
|
24,965
|
|
159
|
|
2.55
|
|
|
(1,092
|
)
|
(12)
|
|||||
Commercial
|
34,018
|
|
264
|
|
3.08
|
|
|
31,911
|
|
226
|
|
2.84
|
|
|
2,107
|
|
24
|
|||||
Commercial real estate
|
9,108
|
|
62
|
|
2.69
|
|
|
7,700
|
|
50
|
|
2.59
|
|
|
1,408
|
|
10
|
|||||
Leases
|
3,917
|
|
24
|
|
2.44
|
|
|
3,895
|
|
25
|
|
2.53
|
|
|
22
|
|
(9)
|
|||||
Total commercial
|
47,043
|
|
350
|
|
2.95
|
|
|
43,506
|
|
301
|
|
2.77
|
|
|
3,537
|
|
18
|
|||||
Residential mortgages
|
13,465
|
|
126
|
|
3.76
|
|
|
11,855
|
|
112
|
|
3.79
|
|
|
1,610
|
|
(3)
|
|||||
Home equity loans
|
2,471
|
|
34
|
|
5.51
|
|
|
3,332
|
|
44
|
|
5.40
|
|
|
(861
|
)
|
11
|
|||||
Home equity lines of credit
|
14,632
|
|
113
|
|
3.11
|
|
|
15,310
|
|
111
|
|
2.94
|
|
|
(678
|
)
|
17
|
|||||
Home equity loans serviced by others
(1)
|
958
|
|
17
|
|
6.94
|
|
|
1,193
|
|
21
|
|
7.09
|
|
|
(235
|
)
|
(15)
|
|||||
Home equity lines of credit serviced by others
(1)
|
340
|
|
2
|
|
2.19
|
|
|
522
|
|
3
|
|
2.58
|
|
|
(182
|
)
|
(39)
|
|||||
Automobile
|
13,792
|
|
97
|
|
2.83
|
|
|
12,933
|
|
89
|
|
2.78
|
|
|
859
|
|
5
|
|||||
Student
|
4,852
|
|
60
|
|
5.02
|
|
|
2,623
|
|
33
|
|
5.13
|
|
|
2,229
|
|
(11)
|
|||||
Credit cards
|
1,601
|
|
45
|
|
11.29
|
|
|
1,637
|
|
45
|
|
11.10
|
|
|
(36
|
)
|
19
|
|||||
Other retail
|
1,108
|
|
24
|
|
8.66
|
|
|
1,041
|
|
20
|
|
7.59
|
|
|
67
|
|
107
|
|||||
Total retail
|
53,219
|
|
518
|
|
3.91
|
|
|
50,446
|
|
478
|
|
3.83
|
|
|
2,773
|
|
8
|
|||||
Total loans and leases
|
100,262
|
|
868
|
|
3.46
|
|
|
93,952
|
|
779
|
|
3.34
|
|
|
6,310
|
|
12
|
|||||
Loans held for sale, at fair value
|
306
|
|
3
|
|
3.70
|
|
|
242
|
|
2
|
|
3.29
|
|
|
64
|
|
41
|
|||||
Other loans held for sale
|
49
|
|
1
|
|
6.64
|
|
|
91
|
|
1
|
|
6.85
|
|
|
(42
|
)
|
(21)
|
|||||
Interest-earning assets
|
126,165
|
|
1,019
|
|
3.23
|
|
|
121,342
|
|
942
|
|
3.12
|
|
|
4,823
|
|
11
|
|||||
Allowance for loan and lease losses
|
(1,212
|
)
|
|
|
|
(1,192
|
)
|
|
|
|
(20
|
)
|
|
|||||||||
Goodwill
|
6,876
|
|
|
|
|
6,876
|
|
|
|
|
—
|
|
|
|||||||||
Other noninterest-earning assets
|
6,951
|
|
|
|
|
6,299
|
|
|
|
|
652
|
|
|
|||||||||
Total noninterest-earning assets
|
12,615
|
|
|
|
|
11,983
|
|
|
|
|
632
|
|
|
|||||||||
Total assets
|
|
$138,780
|
|
|
|
|
|
$133,325
|
|
|
|
|
|
$5,455
|
|
|
||||||
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Checking with interest
|
|
$17,993
|
|
|
$7
|
|
0.14
|
%
|
|
|
$16,039
|
|
|
$4
|
|
0.11
|
%
|
|
|
$1,954
|
|
3 bps
|
Money market and savings
|
44,619
|
|
29
|
|
0.26
|
|
|
41,666
|
|
25
|
|
0.25
|
|
|
2,953
|
|
1
|
|||||
Term deposits
|
12,199
|
|
24
|
|
0.80
|
|
|
12,184
|
|
23
|
|
0.78
|
|
|
15
|
|
2
|
|||||
Total interest-bearing deposits
|
74,811
|
|
60
|
|
0.32
|
|
|
69,889
|
|
52
|
|
0.31
|
|
|
4,922
|
|
1
|
|||||
Federal funds purchased and securities sold under agreements to repurchase
(2)
|
881
|
|
1
|
|
0.23
|
|
|
4,607
|
|
7
|
|
0.60
|
|
|
(3,726
|
)
|
(37)
|
|||||
Other short-term borrowed funds
|
3,098
|
|
11
|
|
1.40
|
|
|
6,969
|
|
15
|
|
0.83
|
|
|
(3,871
|
)
|
57
|
|||||
Long-term borrowed funds
|
9,894
|
|
43
|
|
1.75
|
|
|
3,930
|
|
32
|
|
3.27
|
|
|
5,964
|
|
(152)
|
|||||
Total borrowed funds
|
13,873
|
|
55
|
|
1.58
|
|
|
15,506
|
|
54
|
|
1.38
|
|
|
(1,633
|
)
|
20
|
|||||
Total interest-bearing liabilities
|
88,684
|
|
115
|
|
0.52
|
|
|
85,395
|
|
106
|
|
0.50
|
|
|
3,289
|
|
2
|
|||||
Demand deposits
|
27,170
|
|
|
|
|
25,756
|
|
|
|
|
1,414
|
|
|
|||||||||
Other liabilities
|
3,112
|
|
|
|
|
2,767
|
|
|
|
|
345
|
|
|
|||||||||
Total liabilities
|
118,966
|
|
|
|
|
113,918
|
|
|
|
|
5,048
|
|
|
|||||||||
Stockholders’ equity
|
19,814
|
|
|
|
|
19,407
|
|
|
|
|
407
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
|
$138,780
|
|
|
|
|
|
$133,325
|
|
|
|
|
|
$5,455
|
|
|
||||||
Interest rate spread
|
|
|
2.71
|
|
|
|
|
2.62
|
|
|
|
9
|
||||||||||
Net interest income
|
|
|
$904
|
|
|
|
|
|
$836
|
|
|
|
|
|
|
|||||||
Net interest margin
|
|
|
2.86
|
%
|
|
|
|
2.77
|
%
|
|
|
9 bps
|
||||||||||
Memo: Total deposits (interest-bearing and demand)
|
|
$101,981
|
|
|
$60
|
|
0.24
|
%
|
|
|
$95,645
|
|
|
$52
|
|
0.22
|
%
|
|
|
$6,336
|
|
2 bps
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2016
|
|
|
2015
|
|
|
Change
|
|
|
Percent
|
|
|||
Service charges and fees
|
|
$144
|
|
|
|
$135
|
|
|
|
$9
|
|
|
7
|
%
|
Card fees
|
50
|
|
|
52
|
|
|
(2
|
)
|
|
(4
|
)
|
|||
Trust and investment services fees
|
37
|
|
|
36
|
|
|
1
|
|
|
3
|
|
|||
Capital markets fees
|
22
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|||
Foreign exchange and letter of credit fees
|
21
|
|
|
23
|
|
|
(2
|
)
|
|
(9
|
)
|
|||
Mortgage banking fees
|
18
|
|
|
33
|
|
|
(15
|
)
|
|
(45
|
)
|
|||
Bank-owned life insurance income
|
13
|
|
|
12
|
|
|
1
|
|
|
8
|
|
|||
Securities gains, net
|
9
|
|
|
8
|
|
|
1
|
|
|
13
|
|
|||
Other income
(1)
|
16
|
|
|
26
|
|
|
(10
|
)
|
|
(38
|
)
|
|||
Noninterest income
|
|
$330
|
|
|
|
$347
|
|
|
|
($17
|
)
|
|
(5
|
%)
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2016
|
|
|
2015
|
|
|
Change
|
|
|
Percent
|
|
|||
Salaries and employee benefits
|
|
$425
|
|
|
|
$419
|
|
|
|
$6
|
|
|
1
|
%
|
Outside services
|
91
|
|
|
79
|
|
|
12
|
|
|
15
|
|
|||
Occupancy
|
76
|
|
|
80
|
|
|
(4
|
)
|
|
(5
|
)
|
|||
Equipment expense
|
65
|
|
|
63
|
|
|
2
|
|
|
3
|
|
|||
Amortization of software
|
39
|
|
|
36
|
|
|
3
|
|
|
8
|
|
|||
Other operating expense
|
115
|
|
|
133
|
|
|
(18
|
)
|
|
(14
|
)
|
|||
Noninterest expense
|
|
$811
|
|
|
|
$810
|
|
|
|
$1
|
|
|
—
|
%
|
|
As of and for the Three Months Ended March 31, 2016
|
||||||||||||||
(dollars in millions)
|
Consumer Banking
|
|
Commercial Banking
|
|
Other
|
|
(6)
|
Consolidated
|
|||||||
Net interest income
|
|
$581
|
|
|
|
$300
|
|
|
|
$23
|
|
|
|
$904
|
|
Noninterest income
|
208
|
|
|
99
|
|
|
23
|
|
|
330
|
|
||||
Total revenue
|
789
|
|
|
399
|
|
|
46
|
|
|
1,234
|
|
||||
Noninterest expense
|
616
|
|
|
187
|
|
|
8
|
|
|
811
|
|
||||
Profit before provision for credit losses
|
173
|
|
|
212
|
|
|
38
|
|
|
423
|
|
||||
Provision for credit losses
|
63
|
|
|
9
|
|
|
19
|
|
|
91
|
|
||||
Income before income tax expense
|
110
|
|
|
203
|
|
|
19
|
|
|
332
|
|
||||
Income tax expense
|
39
|
|
|
70
|
|
|
—
|
|
|
109
|
|
||||
Net income
|
|
$71
|
|
|
|
$133
|
|
|
|
$19
|
|
|
|
$223
|
|
Loans and leases and loans held for sale (period-end)
(1)
|
|
$53,731
|
|
|
|
$44,812
|
|
|
|
$3,199
|
|
|
|
$101,742
|
|
Average Balances:
|
|
|
|
|
|
|
|
||||||||
Total assets
|
|
$55,116
|
|
|
|
$45,304
|
|
|
|
$38,360
|
|
|
|
$138,780
|
|
Loans and leases and loans held for sale
(1)
|
53,744
|
|
|
43,899
|
|
|
2,974
|
|
|
100,617
|
|
||||
Deposits
|
70,871
|
|
|
24,833
|
|
|
6,277
|
|
|
101,981
|
|
||||
Interest-earning assets
|
53,793
|
|
|
43,987
|
|
|
28,385
|
|
|
126,165
|
|
||||
Key Metrics
|
|
|
|
|
|
|
|
||||||||
Net interest margin
(2)
|
4.35
|
%
|
|
2.74
|
%
|
|
NM
|
|
|
2.86
|
%
|
||||
Efficiency ratio
(3)
|
78.08
|
|
|
46.74
|
|
|
NM
|
|
|
65.66
|
|
||||
Average loans to average deposits ratio
(4)
|
75.83
|
|
|
176.78
|
|
|
NM
|
|
|
98.66
|
|
||||
Return on average total tangible assets
(2) (3)
|
0.52
|
|
|
1.18
|
|
|
NM
|
|
|
0.68
|
|
||||
Return on average tangible common equity
(2) (3) (5)
|
5.59
|
|
|
11.19
|
|
|
NM
|
|
|
6.61
|
|
|
As of and for the Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2016
|
|
|
2015
|
|
|
Change
|
|
Percent
|
|
||||
Net interest income
|
|
$581
|
|
|
|
$533
|
|
|
|
$48
|
|
|
9
|
%
|
Noninterest income
|
208
|
|
|
219
|
|
|
(11
|
)
|
|
(5
|
)
|
|||
Total revenue
|
789
|
|
|
752
|
|
|
37
|
|
|
5
|
|
|||
Noninterest expense
|
616
|
|
|
596
|
|
|
20
|
|
|
3
|
|
|||
Profit before provision for credit losses
|
173
|
|
|
156
|
|
|
17
|
|
|
11
|
|
|||
Provision for credit losses
|
63
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|||
Income before income tax expense
|
110
|
|
|
93
|
|
|
17
|
|
|
18
|
|
|||
Income tax expense
|
39
|
|
|
32
|
|
|
7
|
|
|
22
|
|
|||
Net income
|
|
$71
|
|
|
|
$61
|
|
|
|
$10
|
|
|
16
|
|
Loans and leases and loans held for sale (period-end)
(1)
|
|
$53,731
|
|
|
|
$50,532
|
|
|
|
$3,199
|
|
|
6
|
|
Average Balances:
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$55,116
|
|
|
|
$51,602
|
|
|
|
$3,514
|
|
|
7
|
|
Loans and leases and loans held for sale
(1)
|
53,744
|
|
|
50,260
|
|
|
3,484
|
|
|
7
|
|
|||
Deposits
|
70,871
|
|
|
67,518
|
|
|
3,353
|
|
|
5
|
|
|||
Interest-earning assets
|
53,793
|
|
|
50,294
|
|
|
3,499
|
|
|
7
|
%
|
|||
Key Metrics
|
|
|
|
|
|
|
|
|||||||
Net interest margin
(2)
|
4.35
|
%
|
|
4.30
|
%
|
|
5 bps
|
|
|
—
|
|
|||
Efficiency ratio
(3)
|
78.08
|
|
|
79.25
|
|
|
(117) bps
|
|
|
—
|
|
|||
Average loans to average deposits ratio
(4)
|
75.83
|
|
|
74.44
|
|
|
139 bps
|
|
|
—
|
|
|||
Return on average total tangible assets
(2) (3)
|
0.52
|
|
|
0.48
|
|
|
4 bps
|
|
|
—
|
|
|||
Return on average tangible common equity
(2) (3) (5)
|
5.59
|
|
|
5.30
|
|
|
29 bps
|
|
|
—
|
|
|
As of and for the Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2016
|
|
|
2015
|
|
|
Change
|
|
Percent
|
|
||||
Net interest income
|
|
$300
|
|
|
|
$276
|
|
|
|
$24
|
|
|
9
|
%
|
Noninterest income
|
99
|
|
|
100
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Total revenue
|
399
|
|
|
376
|
|
|
23
|
|
|
6
|
|
|||
Noninterest expense
|
187
|
|
|
173
|
|
|
14
|
|
|
8
|
|
|||
Profit before provision for credit losses
|
212
|
|
|
203
|
|
|
9
|
|
|
4
|
|
|||
Provision for credit losses
|
9
|
|
|
(21
|
)
|
|
30
|
|
|
143
|
|
|||
Income before income tax expense
|
203
|
|
|
224
|
|
|
(21
|
)
|
|
(9
|
)
|
|||
Income tax expense
|
70
|
|
|
77
|
|
|
(7
|
)
|
|
(9
|
)
|
|||
Net income
|
|
$133
|
|
|
|
$147
|
|
|
|
($14
|
)
|
|
(10
|
)
|
Loans and leases and loans held for sale (period-end)
(1)
|
|
$44,812
|
|
|
|
$40,642
|
|
|
|
$4,170
|
|
|
10
|
|
Average Balances:
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$45,304
|
|
|
|
$41,606
|
|
|
|
$3,698
|
|
|
9
|
|
Loans and leases and loans held for sale
(1)
|
43,899
|
|
|
40,241
|
|
|
3,658
|
|
|
9
|
|
|||
Deposits
|
24,833
|
|
|
21,932
|
|
|
2,901
|
|
|
13
|
|
|||
Interest-earning assets
|
43,987
|
|
|
40,344
|
|
|
3,643
|
|
|
9
|
|
|||
Key Metrics
|
|
|
|
|
|
|
|
|||||||
Net interest margin
(2)
|
2.74
|
%
|
|
2.77
|
%
|
|
(3) bps
|
|
|
—
|
|
|||
Efficiency ratio
(3)
|
46.74
|
|
|
46.01
|
|
|
73 bps
|
|
|
—
|
|
|||
Average loans to average deposits ratio
(4)
|
176.78
|
|
|
183.48
|
|
|
(670) bps
|
|
|
—
|
|
|||
Return on average total tangible assets
(2)(3)
|
1.18
|
|
|
1.43
|
|
|
(25) bps
|
|
|
—
|
|
|||
Return on average tangible common equity
(2) (3) (5)
|
11.19
|
|
|
13.15
|
|
|
(196) bps
|
|
|
—
|
|
|
As of and for the Three Months Ended March 31,
|
|
|
|
|
|||||||||
(dollars in millions)
|
2016
|
|
|
2015
|
|
|
Change
|
|
|
Percent
|
|
|||
Net interest income
|
|
$23
|
|
|
|
$27
|
|
|
|
($4
|
)
|
|
(15
|
%)
|
Noninterest income
|
23
|
|
|
28
|
|
|
(5
|
)
|
|
(18
|
)
|
|||
Total revenue
|
46
|
|
|
55
|
|
|
(9
|
)
|
|
(16
|
)
|
|||
Noninterest expense
|
8
|
|
|
41
|
|
|
(33
|
)
|
|
(80
|
)
|
|||
Profit before provision for credit losses
|
38
|
|
|
14
|
|
|
24
|
|
|
171
|
|
|||
Provision for credit losses
|
19
|
|
|
16
|
|
|
3
|
|
|
19
|
|
|||
Income (loss) before income tax expense (benefit)
|
19
|
|
|
(2
|
)
|
|
21
|
|
|
NM
|
|
|||
Income tax expense (benefit)
|
—
|
|
|
(3
|
)
|
|
3
|
|
|
(100
|
)
|
|||
Net income
|
|
$19
|
|
|
|
$1
|
|
|
|
$18
|
|
|
NM
|
|
Loans and leases and loans held for sale (period-end)
(1)
|
|
$3,199
|
|
|
|
$3,696
|
|
|
|
($497
|
)
|
|
(13
|
)
|
Average Balances:
|
|
|
|
|
|
|
|
|||||||
Total assets
|
|
$38,360
|
|
|
|
$40,117
|
|
|
|
($1,757
|
)
|
|
(4
|
)
|
Loans and leases and loans held for sale
(1)
|
2,974
|
|
|
3,784
|
|
|
(810
|
)
|
|
(21
|
)
|
|||
Deposits
|
6,277
|
|
|
6,195
|
|
|
82
|
|
|
1
|
|
|||
Interest-earning assets
|
28,385
|
|
|
30,704
|
|
|
(2,319
|
)
|
|
(8
|
)
|
(dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
Change
|
|
|
Percent
|
|
|||||
Commercial
|
|
$34,671
|
|
|
|
$33,264
|
|
|
|
$1,407
|
|
|
4
|
%
|
Commercial real estate
|
9,406
|
|
|
8,971
|
|
|
435
|
|
|
5
|
|
|||
Leases
|
3,895
|
|
|
3,979
|
|
|
(84
|
)
|
|
(2
|
)
|
|||
Total commercial
|
47,972
|
|
|
46,214
|
|
|
1,758
|
|
|
4
|
|
|||
Residential mortgages
|
13,345
|
|
|
13,318
|
|
|
27
|
|
|
—
|
|
|||
Home equity loans
|
2,313
|
|
|
2,557
|
|
|
(244
|
)
|
|
(10
|
)
|
|||
Home equity lines of credit
|
14,526
|
|
|
14,674
|
|
|
(148
|
)
|
|
(1
|
)
|
|||
Home equity loans serviced by others
(1)
|
930
|
|
|
986
|
|
|
(56
|
)
|
|
(6
|
)
|
|||
Home equity lines of credit serviced by others
(1)
|
339
|
|
|
389
|
|
|
(50
|
)
|
|
(13
|
)
|
|||
Automobile
|
13,847
|
|
|
13,828
|
|
|
19
|
|
|
—
|
|
|||
Student
|
5,006
|
|
|
4,359
|
|
|
647
|
|
|
15
|
|
|||
Credit cards
|
1,581
|
|
|
1,634
|
|
|
(53
|
)
|
|
(3
|
)
|
|||
Other retail
|
1,132
|
|
|
1,083
|
|
|
49
|
|
|
5
|
|
|||
Total retail
|
53,019
|
|
|
52,828
|
|
|
191
|
|
|
—
|
|
|||
Total loans and leases
(2) (3)
|
|
$100,991
|
|
|
|
$99,042
|
|
|
|
$1,949
|
|
|
2
|
%
|
(dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
(Date of Designation) June 30, 2009
|
|
Change from
2016-2015
|
|
Change from
2016-2009
|
||||||||
Commercial
|
|
$37
|
|
|
|
$38
|
|
|
|
$1,900
|
|
|
(3
|
%)
|
|
(98
|
%)
|
Commercial real estate
|
116
|
|
|
130
|
|
|
3,412
|
|
|
(11
|
)
|
|
(97
|
)
|
|||
Total commercial
|
153
|
|
|
168
|
|
|
5,312
|
|
|
(9
|
)
|
|
(97
|
)
|
|||
Residential mortgages
|
282
|
|
|
297
|
|
|
1,467
|
|
|
(5
|
)
|
|
(81
|
)
|
|||
Home equity loans
|
65
|
|
|
69
|
|
|
384
|
|
|
(6
|
)
|
|
(83
|
)
|
|||
Home equity lines of credit
|
70
|
|
|
74
|
|
|
231
|
|
|
(5
|
)
|
|
(70
|
)
|
|||
Home equity loans serviced by others
(1)
|
930
|
|
|
986
|
|
|
4,591
|
|
|
(6
|
)
|
|
(80
|
)
|
|||
Home equity lines of credit serviced by others
(1)
|
339
|
|
|
389
|
|
|
1,589
|
|
|
(13
|
)
|
|
(79
|
)
|
|||
Automobile
|
—
|
|
|
—
|
|
|
769
|
|
|
—
|
|
|
(100
|
)
|
|||
Student
|
321
|
|
|
329
|
|
|
1,495
|
|
|
(2
|
)
|
|
(79
|
)
|
|||
Credit cards
|
—
|
|
|
—
|
|
|
995
|
|
|
—
|
|
|
(100
|
)
|
|||
Other retail
|
—
|
|
|
—
|
|
|
3,268
|
|
|
—
|
|
|
(100
|
)
|
|||
Total retail
|
2,007
|
|
|
2,144
|
|
|
14,789
|
|
|
(6
|
)
|
|
(86
|
)
|
|||
Total non-core loans
|
2,160
|
|
|
2,312
|
|
|
20,101
|
|
|
(7
|
)
|
|
(89
|
)
|
|||
Other assets
|
25
|
|
|
26
|
|
|
378
|
|
|
(4
|
)
|
|
(93
|
)
|
|||
Total non-core assets
|
|
$2,185
|
|
|
|
$2,338
|
|
|
|
$20,479
|
|
|
(7
|
%)
|
|
(89
|
%)
|
|
March 31, 2016
|
||||||||||||||||||
(in millions)
|
Current
|
|
|
30-59 Days
Past Due |
|
60-89 Days
Past Due |
|
90+ Days
Past Due
|
|
Total
|
|
||||||||
Recorded Investment:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential mortgages
|
|
$96
|
|
|
12
|
|
|
|
$1
|
|
|
|
$37
|
|
|
|
$146
|
|
|
Home equity loans
|
110
|
|
|
8
|
|
|
2
|
|
|
19
|
|
|
139
|
|
|||||
Home equity lines of credit
|
163
|
|
|
8
|
|
|
2
|
|
|
17
|
|
|
190
|
|
|||||
Home equity loans serviced by others
(1)
|
64
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|
70
|
|
|||||
Home equity lines of credit serviced by others
(1)
|
7
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
10
|
|
|||||
Automobile
|
13
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
14
|
|
|||||
Student
|
159
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
164
|
|
|||||
Credit cards
|
25
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
27
|
|
|||||
Other retail
|
14
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|||||
Total
|
|
$651
|
|
|
|
$35
|
|
|
|
$8
|
|
|
|
$81
|
|
|
|
$775
|
|
|
March 31, 2016
|
||||||||||
(in millions)
|
Accruing
|
|
|
Nonaccruing
|
|
|
Total
|
|
|||
Recorded Investment:
|
|
|
|
|
|
||||||
Residential mortgages
|
|
$74
|
|
|
|
$72
|
|
|
|
$146
|
|
Home equity loans
|
101
|
|
|
38
|
|
|
139
|
|
|||
Home equity lines of credit
|
118
|
|
|
72
|
|
|
190
|
|
|||
Home equity loans serviced by others
(1)
|
50
|
|
|
20
|
|
|
70
|
|
|||
Home equity lines of credit serviced by others
(1)
|
4
|
|
|
6
|
|
|
10
|
|
|||
Automobile
|
8
|
|
|
6
|
|
|
14
|
|
|||
Student
|
135
|
|
|
29
|
|
|
164
|
|
|||
Credit cards
|
26
|
|
|
1
|
|
|
27
|
|
|||
Other retail
|
15
|
|
|
—
|
|
|
15
|
|
|||
Total
|
|
$531
|
|
|
|
$244
|
|
|
|
$775
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
|
|||||||||||||||||
(dollars in millions)
|
Amortized
Cost
|
|
Fair Value
|
|
Amortized
Cost
|
|
Fair Value
|
|
Change in Fair Value
|
|||||||||||||
Securities Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. Treasury
|
|
$16
|
|
|
|
$16
|
|
|
|
$16
|
|
|
|
$16
|
|
|
|
$—
|
|
|
—
|
%
|
State and political subdivisions
|
9
|
|
|
9
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Federal agencies and U.S. government sponsored entities
|
17,147
|
|
|
17,434
|
|
|
17,234
|
|
|
17,320
|
|
|
114
|
|
|
1
|
|
|||||
Other/non-agency
|
526
|
|
|
488
|
|
|
555
|
|
|
522
|
|
|
(34
|
)
|
|
(7
|
)
|
|||||
Total mortgage-backed securities
|
17,673
|
|
|
17,922
|
|
|
17,789
|
|
|
17,842
|
|
|
80
|
|
|
—
|
|
|||||
Total debt securities
|
17,698
|
|
|
17,947
|
|
|
17,814
|
|
|
17,867
|
|
|
80
|
|
|
—
|
|
|||||
Marketable equity securities
|
5
|
|
|
5
|
|
|
5
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Other equity securities
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|||||
Total equity securities
|
17
|
|
|
17
|
|
|
17
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|||||
Total securities available for sale
|
|
$17,715
|
|
|
|
$17,964
|
|
|
|
$17,831
|
|
|
|
$17,884
|
|
|
|
$80
|
|
|
—
|
|
Securities Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Federal agencies and U.S. government sponsored entities
|
|
$4,010
|
|
|
|
$4,103
|
|
|
|
$4,105
|
|
|
|
$4,121
|
|
|
|
($18
|
)
|
|
—
|
|
Other/non-agency
|
1,119
|
|
|
1,158
|
|
|
1,153
|
|
|
1,176
|
|
|
(18
|
)
|
|
(2
|
)
|
|||||
Total securities held to maturity
|
|
$5,129
|
|
|
|
$5,261
|
|
|
|
$5,258
|
|
|
|
$5,297
|
|
|
|
($36
|
)
|
|
(1
|
)
|
Total securities available for sale and held to maturity
|
|
$22,844
|
|
|
|
$23,225
|
|
|
|
$23,089
|
|
|
|
$23,181
|
|
|
|
$44
|
|
|
—
|
%
|
(dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
Change
|
|
|
Percent
|
|
|||||
Demand
|
|
$27,186
|
|
|
|
$27,649
|
|
|
|
($463
|
)
|
|
(2
|
%)
|
Checking with interest
|
18,706
|
|
|
17,921
|
|
|
785
|
|
|
4
|
|
|||
Regular savings
|
8,748
|
|
|
8,218
|
|
|
530
|
|
|
6
|
|
|||
Money market accounts
|
35,513
|
|
|
36,727
|
|
|
(1,214
|
)
|
|
(3
|
)
|
|||
Term deposits
|
12,453
|
|
|
12,024
|
|
|
429
|
|
|
4
|
|
|||
Total deposits
|
|
$102,606
|
|
|
|
$102,539
|
|
|
|
$67
|
|
|
—
|
%
|
(dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
Change
|
|
|
Percent
|
|
|||||
Federal funds purchased
|
|
$23
|
|
|
|
$—
|
|
|
|
$23
|
|
|
100
|
%
|
Securities sold under agreements to repurchase
|
691
|
|
|
802
|
|
|
(111
|
)
|
|
(14
|
)
|
|||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
3,300
|
|
|
2,630
|
|
|
670
|
|
|
25
|
|
|||
Total short-term borrowed funds
|
|
$4,014
|
|
|
|
$3,432
|
|
|
|
$582
|
|
|
17
|
%
|
(dollars in millions)
|
As of and for the
Three Months Ended
March 31, 2016
|
|
As of and for the Year Ended Dec. 31, 2015
|
|
As of and for the Three Months Ended March 31, 2015
|
||||||
Weighted-average interest rate at period-end:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.01
|
%
|
|
0.15
|
%
|
|
0.22
|
%
|
|||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.57
|
|
|
0.44
|
|
|
0.26
|
|
|||
Maximum amount outstanding at month-end during the period:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$1,274
|
|
|
|
$5,375
|
|
|
|
$5,375
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
3,300
|
|
|
7,004
|
|
|
7,004
|
|
|||
Average amount outstanding during the period:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
|
$881
|
|
|
|
$3,364
|
|
|
|
$4,607
|
|
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
3,098
|
|
|
5,865
|
|
|
6,969
|
|
|||
Weighted-average interest rate during the period:
|
|
|
|
|
|
||||||
Federal funds purchased and securities sold under agreements to repurchase
|
0.06
|
%
|
|
0.22
|
%
|
|
0.18
|
%
|
|||
Other short-term borrowed funds (primarily current portion of FHLB advances)
|
0.58
|
|
|
0.28
|
|
|
0.26
|
|
(in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Citizens Financial Group, Inc.:
|
|
|
|
||||
4.150% fixed rate subordinated debt, due 2022
(1)
|
|
$347
|
|
|
|
$350
|
|
5.158% fixed-to-floating rate subordinated debt, (LIBOR + 3.56%) callable, due 2023
(2)
|
333
|
|
|
333
|
|
||
3.750% fixed rate subordinated debt, due 2024
(2) (3)
|
250
|
|
|
250
|
|
||
4.023% fixed rate subordinated debt, due 2024
(2) (4)
|
214
|
|
|
331
|
|
||
4.082% fixed rate subordinated debt, due 2025
(2) (5)
|
346
|
|
|
331
|
|
||
4.350% fixed rate subordinated debt, due 2025
(6)
|
248
|
|
|
250
|
|
||
4.300% fixed rate subordinated debt, due 2025
(7)
|
749
|
|
|
750
|
|
||
Banking Subsidiaries:
|
|
|
|
||||
1.600% senior unsecured notes, due 2017
(8) (9)
|
752
|
|
|
749
|
|
||
2.300% senior unsecured notes, due 2018
(8) (10)
|
753
|
|
|
747
|
|
||
2.450% senior unsecured notes, due 2019
(8) (11)
|
763
|
|
|
752
|
|
||
2.500% senior unsecured notes, due 2019
(8) (12)
|
750
|
|
|
—
|
|
||
Federal Home Loan advances due through 2033
|
4,516
|
|
|
5,018
|
|
||
Other
|
14
|
|
|
25
|
|
||
Total long-term borrowed funds
|
|
$10,035
|
|
|
|
$9,886
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
(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
|
|
$14,000
|
|
|
$296
|
|
|
$167
|
|
|
|
$16,750
|
|
|
$96
|
|
|
$50
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swaps
|
35,896
|
|
739
|
|
658
|
|
|
33,719
|
|
540
|
|
455
|
|
||||||
Foreign exchange contracts
|
8,928
|
|
146
|
|
138
|
|
|
8,366
|
|
163
|
|
156
|
|
||||||
Other contracts
|
1,117
|
|
11
|
|
8
|
|
|
981
|
|
8
|
|
5
|
|
||||||
Total derivatives not designated as hedging instruments
|
|
896
|
|
804
|
|
|
|
711
|
|
616
|
|
||||||||
Gross derivative fair values
|
|
1,192
|
|
971
|
|
|
|
807
|
|
666
|
|
||||||||
Less: Gross amounts offset in the Consolidated Balance Sheets
(2)
|
|
(123
|
)
|
(123
|
)
|
|
|
(178
|
)
|
(178
|
)
|
||||||||
Less: Cash collateral applied
(2)
|
|
(1
|
)
|
(16
|
)
|
|
|
(4
|
)
|
(3
|
)
|
||||||||
Total net derivative fair values presented in the Consolidated Balance Sheets
(3)
|
|
|
$1,068
|
|
|
$832
|
|
|
|
|
$625
|
|
|
$485
|
|
•
|
5.125% CET1 to risk-weighted assets (minimum of 4.5% plus 0.625% CCB);
|
•
|
6.625% Tier 1 capital (CET1 plus Additional Tier 1 capital) to risk-weighted assets (minimum of 6% plus 0.625% CCB);
|
•
|
8.625% Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets (minimum of 8% plus 0.625% CCB); and
|
•
|
4.000% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”). The minimum leverage ratio of 4% is not impacted by the capital conservation buffer.
|
|
|
Transitional Basel III
|
|
Pro Forma Basel III Assuming Full Phase-in
|
||||||||||||
(dollars in millions)
|
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
|
FDIA Required Well-Capitalized Minimum for Purposes of Prompt Corrective Action
|
||||||||
Basel III Transitional as of March 31, 2016
|
|
|
|
|
||||||||||||
Common equity tier 1 capital
(2)(6)
|
|
$13,570
|
|
11.6
|
%
|
5.125
|
%
|
6.5
|
%
|
|
11.6
|
%
|
7.0
|
%
|
6.5
|
%
|
Tier 1 capital
(3)(6)
|
13,817
|
|
11.9
|
|
6.625
|
|
8.0
|
|
|
11.8
|
|
8.5
|
|
8.0
|
|
|
Total capital
(4)(6)
|
17,587
|
|
15.1
|
|
8.625
|
|
10.0
|
|
|
15.1
|
|
10.5
|
|
10.0
|
|
|
Tier 1 leverage
(5)
|
13,817
|
|
10.4
|
|
4.000
|
|
5.0
|
|
|
10.4
|
|
4.0
|
|
5.0
|
|
|
Basel III Transitional as of December 31, 2015
|
|
|
|
|
||||||||||||
Common equity tier 1 capital
(2)
|
|
$13,389
|
|
11.7
|
%
|
4.5
|
%
|
6.5
|
%
|
|
11.7
|
%
|
7.0
|
%
|
6.5
|
%
|
Tier 1 capital
(3)
|
13,636
|
|
12.0
|
|
6.0
|
|
8.0
|
|
|
11.9
|
|
8.5
|
|
8.0
|
|
|
Total capital
(4)
|
17,505
|
|
15.3
|
|
8.0
|
|
10.0
|
|
|
15.3
|
|
10.5
|
|
10.0
|
|
|
Tier 1 leverage
(5)
|
13,636
|
|
10.5
|
|
4.0
|
|
5.0
|
|
|
10.5
|
|
4.0
|
|
5.0
|
|
(dollars in millions)
|
March 31, 2016
|
December 31, 2015
|
||||
Common equity tier 1 capital
|
|
$13,570
|
|
|
$13,389
|
|
Impact of intangibles at 100%
|
(1
|
)
|
(2
|
)
|
||
Fully phased-in common equity tier 1 capital
(1)
|
|
$13,569
|
|
|
$13,387
|
|
Total capital
|
|
$17,587
|
|
|
$17,505
|
|
Impact of intangibles at 100%
|
(1
|
)
|
(2
|
)
|
||
Fully phased in common total capital
(1)
|
|
$17,586
|
|
|
$17,503
|
|
Risk-weighted assets
|
|
$116,591
|
|
|
$114,084
|
|
Impact of intangibles - 100% capital deduction
|
(1
|
)
|
(2
|
)
|
||
Impact of mortgage servicing assets at 250% risk weight
|
233
|
|
246
|
|
||
Fully phased-in risk-weighted assets
(1)
|
|
$116,823
|
|
|
$114,328
|
|
Transitional common equity tier 1 ratio
(2)
|
11.6
|
%
|
11.7
|
%
|
||
Fully phased-in common equity tier 1 ratio
(1)(2)
|
11.6
|
|
11.7
|
|
||
Transitional total capital ratio
(3)
|
15.1
|
|
15.3
|
|
||
Fully phased-in total capital ratio
(1)(3)
|
15.1
|
|
15.3
|
|
|
|
|
|
|
|
|
FDIA 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, 2016
|
|
|
|
|
|
|
|
|
|||||||||
Common equity tier 1 capital
(1)(5)
|
|
$13,570
|
|
11.6
|
%
|
|
|
$5,975
|
|
5.125
|
%
|
|
|
$7,578
|
|
6.5
|
%
|
Tier 1 capital
(2)(5)
|
13,817
|
|
11.9
|
|
|
7,724
|
|
6.625
|
|
|
9,327
|
|
8.0
|
|
|||
Total capital
(3)(5)
|
17,587
|
|
15.1
|
|
|
10,056
|
|
8.625
|
|
|
11,659
|
|
10.0
|
|
|||
Tier 1 leverage
(4)
|
13,817
|
|
10.4
|
|
|
5,318
|
|
4.000
|
|
|
6,648
|
|
5.0
|
|
|||
Risk-weighted assets
|
116,591
|
|
|
|
|
|
|
|
|
||||||||
Quarterly adjusted average assets
|
132,951
|
|
|
|
|
|
|
|
|
||||||||
Basel III Transitional as of December 31, 2015
|
|
|
|
|
|
|
|
|
|||||||||
Common equity tier 1 capital
(1)
|
|
$13,389
|
|
11.7
|
%
|
|
|
$5,134
|
|
4.5
|
%
|
|
|
$7,415
|
|
6.5
|
%
|
Tier 1 capital
(2)
|
13,636
|
|
12.0
|
|
|
6,845
|
|
6.0
|
|
|
9,127
|
|
8.0
|
|
|||
Total capital
(3)
|
17,505
|
|
15.3
|
|
|
9,127
|
|
8.0
|
|
|
11,408
|
|
10.0
|
|
|||
Tier 1 leverage
(4)
|
13,636
|
|
10.5
|
|
|
5,218
|
|
4.0
|
|
|
6,523
|
|
5.0
|
|
|||
Risk-weighted assets
|
114,084
|
|
|
|
|
|
|
|
|
||||||||
Quarterly adjusted average assets
|
130,455
|
|
|
|
|
|
|
|
|
|
Transitional Basel III
|
||||||
(dollars in millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||
Total common stockholders’ equity
|
|
$19,718
|
|
|
|
$19,399
|
|
Exclusions
(1)
:
|
|
|
|
||||
Net unrealized (gains) losses recorded in accumulated other comprehensive income, net of tax:
|
|
|
|
||||
Debt and marketable equity securities available for sale
|
(96
|
)
|
|
28
|
|
||
Derivatives
|
(35
|
)
|
|
(10
|
)
|
||
Unamortized net periodic benefit costs
|
367
|
|
|
369
|
|
||
Deductions:
|
|
|
|
||||
Goodwill
|
(6,876
|
)
|
|
(6,876
|
)
|
||
Deferred tax liability associated with goodwill
|
494
|
|
|
480
|
|
||
Other intangible assets
|
(2
|
)
|
|
(1
|
)
|
||
Total Common Equity Tier 1
|
13,570
|
|
|
13,389
|
|
||
Qualifying preferred stock
|
247
|
|
|
247
|
|
||
Total Tier 1 Capital
|
13,817
|
|
|
13,636
|
|
||
|
|
|
|
||||
Qualifying long-term debt securities as tier 2
|
2,488
|
|
|
2,595
|
|
||
Allowance for loan and lease losses
|
1,224
|
|
|
1,216
|
|
||
Allowance for credit losses for off-balance sheet exposure
|
58
|
|
|
58
|
|
||
Total capital
|
|
$17,587
|
|
|
|
$17,505
|
|
•
|
Repurchased $125 million aggregate principal amount of our 4.023% subordinated notes due 2024 on March 7, 2016;
|
•
|
Declared a quarterly common stock dividend of $0.10 per share, aggregating to a dividend payment of approximately $53 million on February 18, 2016; and
|
•
|
Declared a semi-annual dividend of $27.50 per share on the 5.500% fixed-to-floating rate non-cumulative perpetual Series A Preferred Stock, aggregating to a dividend payment of approximately $7 million on April 6, 2016.
|
|
Transitional Basel III
|
||||||||||
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
(dollars in millions)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
||||
Citizens Bank, N.A.
|
|
|
|
|
|
||||||
Common equity tier 1 capital
(1)
|
|
$10,894
|
|
11.7
|
%
|
|
|
$10,754
|
|
11.7
|
%
|
Tier 1 capital
(2)
|
10,894
|
|
11.7
|
|
|
10,754
|
|
11.7
|
|
||
Total capital
(3)
|
13,259
|
|
14.2
|
|
|
13,132
|
|
14.3
|
|
||
Tier 1 leverage
(4)
|
10,894
|
|
10.6
|
|
|
10,754
|
|
10.7
|
|
||
Risk-weighted assets
|
93,287
|
|
|
|
91,625
|
|
|
||||
Quarterly adjusted average assets
|
102,676
|
|
|
|
100,504
|
|
|
||||
Citizens Bank of Pennsylvania
|
|
|
|
|
|
||||||
Common equity tier 1 capital
(1)
|
|
$3,032
|
|
12.7
|
%
|
|
|
$3,017
|
|
13.0
|
%
|
Tier 1 capital
(2)
|
3,032
|
|
12.7
|
|
|
3,017
|
|
13.0
|
|
||
Total capital
(3)
|
3,595
|
|
15.1
|
|
|
3,559
|
|
15.4
|
|
||
Tier 1 leverage
(4)
|
3,032
|
|
8.7
|
|
|
3,017
|
|
9.1
|
|
||
Risk-weighted assets
|
23,876
|
|
|
|
23,179
|
|
|
||||
Quarterly adjusted average assets
|
34,739
|
|
|
|
33,045
|
|
|
|
March 31, 2016
|
|||||
|
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
|
|
Preferred Stock
|
NR
|
|
BB+
|
|
BB-
|
|
Citizens Bank, N.A.:
|
|
|
|
|
|
|
Long-term issuer
|
Baa1
|
|
A-
|
|
BBB+
|
|
Short-term issuer
|
P-2
|
|
A-2
|
|
F2
|
|
Long-term deposits
|
A1
|
|
NR
|
|
A-
|
|
Short-term deposits
|
P-1
|
|
NR
|
|
F2
|
|
Citizens Bank of Pennsylvania:
|
|
|
|
|
|
|
Long-term issuer
|
Baa1
|
|
A-
|
|
BBB+
|
|
Short-term issuer
|
P-2
|
|
A-2
|
|
F2
|
|
Long-term deposits
|
A1
|
|
NR
|
|
A-
|
|
Short-term deposits
|
P-1
|
|
NR
|
|
F2
|
|
NR = Not rated
|
|
|
|
|
|
•
|
Core deposits, including loans and deposits held for sale, continued to be our primary source of funding and our consolidated period end loan-to-deposit ratio was
99.2%
;
|
•
|
There was no outstanding short-term unsecured wholesale funding, and 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) totaled
$1.0 billion
;
|
•
|
Contingent liquidity was
$21.9 billion
; net overnight position (defined above), totaled
$1.0 billion
; unencumbered liquid securities totaled
$17.4 billion
; and available FHLB capacity primarily secured by mortgage loans totaled
$3.5 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
$10.7 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, 2016
|
|
December 31, 2015
|
|
Change
|
|
|
Percent
|
|
|||||
Commitment amount:
|
|
|
|
|
|
|
|
|||||||
Undrawn commitments to extend credit
|
|
$56,989
|
|
|
|
$56,524
|
|
|
|
$465
|
|
|
1
|
%
|
Financial standby letters of credit
|
1,921
|
|
|
2,010
|
|
|
(89
|
)
|
|
(4
|
)
|
|||
Performance letters of credit
|
41
|
|
|
42
|
|
|
(1
|
)
|
|
(2
|
)
|
|||
Commercial letters of credit
|
63
|
|
|
87
|
|
|
(24
|
)
|
|
(28
|
)
|
|||
Marketing rights
|
47
|
|
|
47
|
|
|
—
|
|
|
—
|
|
|||
Risk participation agreements
|
53
|
|
|
26
|
|
|
27
|
|
|
104
|
|
|||
Residential mortgage loans sold with recourse
|
10
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|||
Total
|
|
$59,124
|
|
|
|
$58,746
|
|
|
|
$378
|
|
|
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
|
March 31, 2016
|
|
December 31, 2015
|
||
Instantaneous Change in Interest Rates
|
|
|
|
||
+200
|
13.7
|
%
|
|
10.6
|
%
|
+100
|
7.0
|
|
|
5.8
|
|
-100
|
(4.9
|
)
|
|
(5.8
|
)
|
-200
|
(5.1
|
)
|
|
(6.4
|
)
|
Gradual Change in Interest Rates
|
|
|
|
|
|
+200
|
6.9
|
|
|
6.1
|
|
+100
|
3.5
|
|
|
3.2
|
|
-100
|
(3.3
|
)
|
|
(3.1
|
)
|
-200
|
(4.4
|
)
|
|
(4.6
|
)
|
(in millions)
|
|
For the Quarter Ended March 31, 2016
|
|
For the Quarter Ended December 31, 2015
|
||||||||||||||||||||||||||||
Market Risk Category
|
|
Period End
|
|
Average
|
|
High
|
|
Low
|
|
Period End
|
|
Average
|
|
High
|
|
Low
|
||||||||||||||||
Interest Rate
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
Foreign Exchange Currency Rate
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Diversification Benefit
|
|
—
|
|
|
—
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
|
—
|
|
|
—
|
|
|
NM
(1)
|
|
|
NM
(1)
|
|
||||||||
General VaR
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Specific Risk VaR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total VaR
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
|
$—
|
|
|
—
|
|
|
|
$—
|
|
|
Stressed General VaR
|
|
|
$2
|
|
|
|
$3
|
|
|
|
$5
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$1
|
|
Stressed Specific Risk VaR
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Stressed VaR
|
|
|
$2
|
|
|
|
$3
|
|
|
|
$5
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$2
|
|
|
|
$1
|
|
Market Risk Regulatory Capital
|
|
|
$11
|
|
|
|
|
|
|
|
|
|
|
|
|
$7
|
|
|
|
|
|
|
|
|||||||||
Specific Risk Not Modeled Add-on
|
|
5
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
||||||||||||||
de Minimis Exposure Add-on
|
|
13
|
|
|
|
|
|
|
|
|
15
|
|
|
|
|
|
|
|
||||||||||||||
Total Market Risk Regulatory Capital
|
|
|
$29
|
|
|
|
|
|
|
|
|
|
$27
|
|
|
|
|
|
|
|
||||||||||||
Market Risk-Weighted Assets
|
|
|
$357
|
|
|
|
|
|
|
|
|
|
|
|
|
$333
|
|
|
|
|
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of the Registrant as in effect on the date hereof (incorporated herein by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q, filed November 14, 2014)
|
3.2
|
Bylaws of the Registrant (as amended and restated on February 13, 2015) (incorporated herein by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed February 17, 2015)
|
10.1
|
Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Form of Performance Share Award Agreement for 2016 Awards†*
|
10.2
|
Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Restricted Stock Unit Award Agreement between the Registrant and Bruce Van Saun relating to the May 2016 Grant†*
|
10.3
|
Citizens Financial Group, Inc. 2014 Omnibus Incentive Plan Performance Share Unit Award Agreement between the Registrant and Bruce Van Saun for the May 2016 Grant†*
|
10.4
|
Executive Employment Agreement, dated March 18, 2016, between the Registrant and Randall Black†*
|
10.5
|
Amended and Restated Executive Employment Agreement, dated May 5, 2016, between the Registrant and Bruce Van Saun†*
|
11.1
|
Statement re computation of earnings per share (filed herewith as Note 19 to the unaudited interim Consolidated Financial Statements in Part I, Item 1 — Financial Statements of this report, which is incorporated herein by reference)
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges*
|
12.2
|
Computation of Ratio of Earnings to Fixed Charges and Preferred Dividends*
|
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, 2016, 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/ Eric W. Aboaf
|
|
Name: Eric W. Aboaf
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
(Principal Financial Officer)
|
BRUCE VAN SAUN
|
|||
/s/ Bruce Van Saun
|
|||
|
|||
|
CITIZENS FINANCIAL GROUP, INC.
|
||
|
By:
|
/s/ Stephen T. Gannon
|
|
|
|
Name: Stephen T. Gannon
|
|
|
|
Title: General Counsel and Chief Legal Officer
|
|
|
Three Months
|
|
Year Ended December 31,
|
||||||||||||||||||||
(dollars in millions)
|
Ended
March 31, 2016
|
|
2015
|
|
|
2014
|
|
|
2013
(2)
|
|
|
2012
|
|
|
2011
|
|
|||||||
Computation of Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income tax expense
|
|
$333
|
|
|
|
$1,263
|
|
|
|
$1,268
|
|
|
|
($3,468
|
)
|
|
|
$1,024
|
|
|
|
$778
|
|
Fixed charges
|
127
|
|
|
503
|
|
|
417
|
|
|
499
|
|
|
669
|
|
|
941
|
|
||||||
Total Adjusted Earnings
|
|
$460
|
|
|
|
$1,766
|
|
|
|
$1,685
|
|
|
|
($2,969
|
)
|
|
|
$1,693
|
|
|
|
$1,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Computation of Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
$114
|
|
|
|
$452
|
|
|
|
$363
|
|
|
|
$443
|
|
|
|
$619
|
|
|
|
$884
|
|
Portion of net rental expense deemed representative of interest
(1)
|
13
|
|
|
51
|
|
|
54
|
|
|
56
|
|
|
50
|
|
|
57
|
|
||||||
Total Fixed charges
|
|
$127
|
|
|
|
$503
|
|
|
|
$417
|
|
|
|
$499
|
|
|
|
$669
|
|
|
|
$941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges
|
3.6
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
|
(5.9
|
)%
|
|
2.5
|
%
|
|
1.8
|
%
|
|
Three Months
|
|
Year Ended December 31,
|
||||||||||||||||||||
(dollars in millions)
|
Ended March 31, 2016
|
|
2015
|
|
|
2014
|
|
|
2013
(2)
|
|
|
2012
|
|
|
2011
|
|
|||||||
Computation of Earnings:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations before income tax expense
|
|
$333
|
|
|
|
$1,263
|
|
|
|
$1,268
|
|
|
|
($3,468
|
)
|
|
|
$1,024
|
|
|
|
$778
|
|
Fixed charges
|
134
|
|
|
510
|
|
|
417
|
|
|
499
|
|
|
669
|
|
|
941
|
|
||||||
Total Adjusted Earnings
|
|
$467
|
|
|
|
$1,773
|
|
|
|
$1,685
|
|
|
|
($2,969
|
)
|
|
|
$1,693
|
|
|
|
$1,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Computation of Fixed Charges:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
$114
|
|
|
|
$452
|
|
|
|
$363
|
|
|
|
$443
|
|
|
|
$619
|
|
|
|
$884
|
|
Portion of net rental expense deemed representative of interest
(1)
|
13
|
|
|
51
|
|
|
54
|
|
|
56
|
|
|
50
|
|
|
57
|
|
||||||
Preferred distribution
|
7
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total Fixed charges
|
|
$134
|
|
|
|
$510
|
|
|
|
$417
|
|
|
|
$499
|
|
|
|
$669
|
|
|
|
$941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ratio of Earnings to Fixed Charges and Preferred Dividends
|
3.4
|
%
|
|
3.5
|
%
|
|
4.0
|
%
|
|
(5.9
|
)%
|
|
2.5
|
%
|
|
1.8
|
%
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
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
|
d.
|
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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
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
|
d.
|
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/ Eric W. Aboaf
|
Eric W. Aboaf
|
Chief Financial Officer
|
1.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2016 (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
|
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/ Bruce Van Saun
|
Bruce Van Saun
|
Chief Executive Officer
|
1.
|
The Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2016 (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
|
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
|