C I T I Z E N S F I N A N C I A L G R O U P Annual Report 2008 2008 HIGHLIGHTS Unprecedented volatility in the interest rate and foreign-exchange markets allowed CFG to generate strong revenues from helping commercial customers manage these risks. Revenues from this activity were up 26 percent over 2007. We continued to help customers with funding and capital-raising, reflecting 14 percent growth in commercial loans. CFG realigned its Retail branch network to focus on its core franchise and contain costs by exiting two markets. In the fourth quarter of 2008, CFG sold 18 branches in New York’s Adirondack region to Community Bank System. It also reached agreement to sell to Old National Bank the 65 retail branches, business banking and regional banking activities in Indiana. That transaction was completed on March 20, 2009. Citizens Bank and Charter One launched Green$ense™, an industry-first incentive program that helps the environment by rewarding new and existing retail customers who enroll in the program with 10 cents for each electronic transaction they make, up to $120 per year. As part of a continuing effort to provide industry-leading banking services, CFG enhanced its Online Banking Bill Pay system. Upgrades included the ability to pay most bills electronically within 48 hours, and track and manage payments from a new user-friendly interface. The Business Banking division launched E-Z Deposit®, a remote deposit service that enables small businesses to scan deposits and deliver those images electronically to the bank via a secure Internet connection – saving travel time and providing valuable float benefits by getting deposits into the bank faster than ever. The company’s Confidential Waste Management program securely collected, destroyed and recycled more than 9.9 million pounds of paper in 2008, the equivalent of more than 84,000 trees and more than 34,000 gallons of water saved through recycling – and a landfill reduction of nearly 15,000 cubic yards of waste. Citizens received major awards or rankings from Homes for Working Families for home buyer assistance; RESOLVE: The National Infertility Association; and the Dave Thomas Foundation for Adoption for adoption assistance programs and other familyfocused benefits. note: The Royal Bank of Scotland Group plc (“RBS”) now reports the results of CFG’s core businesses as “U.S. Retail and Commercial.” The results discussed in the Chairman’s message are consistent with RBS’s reporting practices. They are based on International Financial Reporting Standards (“IFRS”). The information in the Financial Review section of this report reflects full CFG results as reported to U.S. regulators in accordance with United States Generally Accepted Accounting Principles. CHAIRMAN’S MESSAGE When historians write about this period, it’s my hope that they will point to organizations like ours as examples of those who weathered the hard times by serving our customers, our colleagues and our communities. Even in this challenging time, we are stable, strong and invested in the many communities we serve. I want to begin by saying what an honor it was to be named Chairman of Citizens Financial Group. As I told our employees, I approach the role with confidence because of the depth of talent and commitment we are fortunate to have here at Citizens. I also want to thank Larry Fish for supporting me and for his many years of service. Without question, the global economic crisis is stunning. The market turbulence and economic slowdown have been particularly difficult for banking – and it does not look like the problems will abate soon. However, CFG’s capital and liquidity remain strong. In lending we did better than most of our peers, particularly in our credit profile. We continue to have a very strong balance sheet – and are making loans, taking deposits and underwriting mortgages. It was very positive news in February 2009 when our corporate parent, The Royal Bank of Scotland Group plc, announced, as part of a strategic review of all operations, that it will retain Citizens Financial Group as a key part of RBS. Citizens met the Group’s five strategic tests: we have a clear competitive advantage in our core markets, generate strong return on equity and organic growth in normal economic times, and our businesses are a great fit with RBS Group. Moreover, Citizens has a strong franchise and an attractive banking portfolio in our core markets. We are a key contributor to RBS’s earnings, and improve the Group’s geographic balance and growth opportunities. 1 2008 RBS’s U.S. Retail and Commercial division, which consists of CFG’s core businesses that have led to the company's long-term success – consumer and commercial banking and related businesses – generated an operating profit of $972 million. That was down 57 percent from 2007, before goodwill writedowns and restructuring charges caused by the worsening of economic conditions over the course of 2008. Modest growth in net interest income was offset by a small decline in noninterest income. Average loans and advances to retail customers decreased because of the slowing economy and prudent underwriting standards. The latter decline was offset by continued strong growth in corporate and commercial lending. The volatility in the interest rate and foreign-exchange markets allowed CFG to generate strong revenues in 2008 by helping our commercial customers manage these risks. Revenues from this activity were up 26 percent over 2007. We continued to help customers with funding and capital-raising, as commercial loan balances were up 14 percent during 2008. Total income of $5.6 billion was essentially unchanged, with 11 percent growth in commercial banking to $1.2 billion, offsetting a 2 percent decline in retail banking income to $4.3 billion. Both segments were affected by the deterioration in credit conditions, with retail contribution down 58 percent to $926 million and commercial contribution down 7 percent to $711 million. Direct expenses rose by 5 percent to $2.0 billion, reflecting continued investment in the division’s commercial banking business, write-downs on mortgage servicing rights and 2 chairman’s message the added cost of managing problem loans. Our impairments were 184 percent higher than in 2007 at $1.93 billion, reflecting the deterioration in economic conditions. In the fourth quarter of 2008, we also took steps to exit certain markets whose prospects for growth or market position did not meet our goals. We sold 18 branches in the Adirondacks region of upstate New York to Community Bank System; and we sold the Indiana branch banking network, consisting of 65 branches, and the Indiana business banking and regional banking activities, to Old National Bank. The latter transaction closed in March 2009. The savings from these and other efficiency moves is being reinvested in marketing, sales initiatives and more-robust technology that will enable us to better serve our customers through our communitybased delivery model. New initiatives Citizens formed an Innovation Team, in partnership with RBS, to strengthen our ability to deliver new ideas that meet the changing needs of our customers – and ensure that the products and services we provide remain competitive. Green$ense, an industry-first incentive program, is a terrific example: it helps the environment by rewarding new and existing retail customers who enroll with up to $120 per year for making electronic transactions. By keeping the customer at the heart of everything that we do, our innovative service and support will evolve with customer needs and help fuel our company’s future growth and successes. We will continue to invest in technology, marketing and sales initiatives to make that happen. On the consumer banking side, our Fit campaign took root in 2008 to help customers find the most appropriate products and services to meet their financial services needs. As part of a continued effort to provide industry-leading banking services, CFG also enhanced our Online Banking Bill Pay system. Upgrades included the ability to pay most bills electronically within 48 hours, and track and manage payments from a new user-friendly interface. The launch of the Accelerator Rewards Platinum™ MasterCard® during the summer of 2008 rewarded customers with fuel discounts when they needed relief from high prices at the pump – and resulted in CFG’s highest number of new account openings per branch per month. In early 2009, we launched the Great Start program to help people get back on track financially, because we know that kind of help is more important now than ever before. This year we are also rolling out MoneyHelpSM to assist customers in the areas of financial education, basic budgeting and managing cash flow. On the small-business side, we launched the E-Z Deposit remote deposit service for our Business Banking customers in 2008. It enables business owners to scan deposits and deliver those images electronically to the bank via a secure Internet connection. It saves them the time spent traveling to and from their bank branch, and offers valuable float benefits by getting deposits into the bank faster than ever. Because of the global nature of the business segment, we rebranded our Mid-Corporate Banking team as RBS Citizens. Doing so underscores the global capabilities available through RBS’s teams in dozens of countries, as well as the strong con- nections that CFG has with such institutions as Bank of China. Finally, Our Credo, codified seven years ago to summarize CFG’s longstanding corporate values, was updated to reflect such key business principles as diversity, environmental responsibility and accountability to stakeholders. Executive Leadership Since being named President of CFG in March 2008, Jim Connolly has helped implement a reorganization designed to build even stronger relationships with our consumer and corporate customers. As we move forward, Jim will support me with broader market- Colleague Initiatives We continue to support our colleagues through a variety of bestpractice benefits. We expanded our matching gifts program, Give As You Earn, that matches colleague contributions to eligible nonprofit organizations on a 1:2 basis, which means for every dollar a colleague donates up to a $1,000 annual maximum, the total contribution to those nonprofits can reach $3,000. We continue to receive national recognition for our colleague benefits programs: • Homes for Working Families honored Citizens with a Pioneer Award for leadership in employerassisted housing. More than 4,000 colleagues have participated in the Home Buyer Assistance Program, which offers forgivable five-year loans of up to $8,000, at a company cost of $20.8 million since the program’s inception in 2002. • RESOLVE: The National Infertility Association honored Citizens with its Hope Award for being on the leading edge of offering health insurance, adoption benefits and parental leave time for employees working to build their families. James G. Connolly President facing, governance and leadership responsibilities across the franchise. He is responsible for leading all of our Corporate Banking businesses including the Commercial Markets, Commercial Finance and Commercial Real Estate Finance client segments. Jim also will chair a customer advisory board and the Citizens Charitable Foundation, leading our outreach efforts in the community. • For the second consecutive year, the Dave Thomas Foundation for Adoption honored Citizens as the top financial services firm on its list of the country’s 100 most adoption-friendly workplaces. Citizens ranked No. 2 in the foundation’s overall ranking. 2008 include Supergrounds, an alliance with city officials and local nonprofits to create or rehabilitate playground sites in low- and moderate income areas, and an increased focus on financial literacy through MoneyHelp, the U.S. version of RBS’s MoneySense program. More details on our community programs are available in the Community Involvement section that begins on page 20. Positioned for the future We have taken significant steps to further strengthen our balance sheet and position ourselves for the future. We are focusing on our core markets and developing deeper relationships with our customers there as we continue to grow our business organically and strive to become the top regional bank in our footprint. When historians write about this period, it’s my hope that they will point to organizations like ours as examples of those who weathered the hard times by serving our customers, our colleagues and our communities. Even in this challenging time, we are stable, strong and invested in the many communities we serve. Ellen Alemany Chairman and Chief Executive Officer Citizens Financial Group, Inc. and RBS Americas Community Initiatives The communities in which we live and work are under more stress than ever – and we continue to support them with programs and funding that help meet their needs. Two major initiatives that we began in 3 A Tribute L A R R Y F I S H ’S V I B R A N T L E G A C Y It is only fitting in this year’s Annual Report that we pause to reflect on the imprint that Larry Fish has made on our company, and the community at large, in his often-combined roles over the past 16 years as Citizens Financial Group’s Chairman, President and Chief Executive Officer. Since his arrival in April 1992, Larry oversaw Citizens’ growth from a relatively small banking company with a focus on Rhode Island and southeastern Massachusetts into a bank with a presence in 13 states, and a top 10 ranking among U.S. commercial banking companies. His encouragement and vision led CFG through 25 acquisitions and, in many years, double-digit organic growth in the company’s marketplace as it expanded throughout New England, and into the MidAtlantic and the Midwest. Under his leadership, and with the strong support of RBS, CFG grew from just over $4 billion in assets to more than $160 billion; from 2,000 colleagues to more than 24,000; from 60 retail branches to 1,600. Through its in-store branches in the Citizens Bank and Charter One franchises, CFG became the No. 2 supermarket banker in the United States. Despite all of that tangible success, his greatest impact involved the character of our company and the thousands of men and women who collectively have made CFG a success. A lot of things that Larry put into place became foundational. He codified Citizens’ historic but previously intangible corporate character traits – its core values – into the company’s Credo, which continues to thrive today. Bottom line: our success is all about people: the customers, the colleagues and the communities where we live and work. His noteworthy accomplishments involved creation of CFG’s Community Service Sabbatical program, Champions in Action®, Colleague Appreciation Week, a personal and corporate commitment to improved educational, advocacy and naturalization services to the immigrant and refugee community, a strong commitment to small business, and to home buyer assistance and adoption assistance for colleagues reaching for the American Dream of owning their own homes or enriching their families. The Community Service Sabbatical program grew out of Larry’s own pre-Citizens sabbatical at the Log School Settlement House, which opened in 1974 as a place to help immigrants in Boston’s Dorchester neighborhood. Larry spent three months there in early 1992. He scrubbed walls and floors. He passed out food and clothes, read to children while their parents worked, befriended clients young and old – and learned first hand about issues of poverty and race as he handled many chores for which the Log School staff never seemed to have time. Since the CFG program began in 1994, more than 75 colleagues have had similar life-changing experiences assisting nonprofit social services agencies across the company’s footprint. In an often-quiet way, Larry has excelled at community leadership – using his banking experience to help make the world a better place, imbuing his colleagues and his peers in the upper echelon of the financial services industry with the understanding that being successful and caring are not mutually exclusive. Nor should they be. Best wishes in all of your future endeavors, Larry. In an often-quiet way, Larry has excelled at community leadership – using his banking experience to help make the world a better place, imbuing his colleagues and his peers in the upper echelon of the financial services industry with the understanding that being successful and caring are not mutually exclusive. Nor should they be. 4 We want to help you grow, create and innovate. Our major business groups – Commercial Markets, Commercial Real Estate Finance, Commercial Finance, Consumer and Business Banking, and Global Transaction Services – have a well-developed and successful core strategy of building deep, long-term customer relationships in which we are a trusted advisor and primary banking partner. Corporate Banking Whether they are working with small businesses or large corporations, our seasoned relationship managers have risen to the extraordinary challenges of the current economic environment and have been able to provide essential value-added services to their clients. That approach is key to our goal of being the top regional bank in our footprint. Selecting from an extraordinary array of financial instruments offered throughout dozens of countries, our clients feel the benefits that our international network provides in a global economy that is under unprecedented stress. Our scope and breadth in Asia remain strong. The combined capabilities of RBS, ABN AMRO and Bank of China offer industry-acknowledged foreign exchange, trade finance and cash management services, all invaluable resources to our clients conducting business in Asia. Although RBS no longer has an ownership interest in Bank of China, the partnership continues. Our relationship managers continue to remain trusted advisors for their customers – around the corner and around the globe. 6 Middle-Market Banking Citizens Bank and Charter One Middle-Market relationship managers are dedicated to developing and supporting long-term relationships with companies in New England, the Mid-Atlantic and the Midwest generating annual revenues between $25 million and $500 million. Our relationship managers have a keen awareness of today’s harsh business climate and understand the importance of keeping their clients well informed of market developments, given the intense competitive pressures this segment faces. With access to resources and products vital to sustaining their clients’ businesses, our relationship managers are key partners in helping them achieve success under the current formidable economic conditions. Foreground: Vera Bradley Designs Inc. Founder and Co-President Patricia R. Miller and Senior Vice President Brian D. Smith of Charter One, Indiana. Background: Senior Vice President Rose Lee Askin, CFG’s China Liaison; Vice President Eric Harvey of Charter One, Indiana; and Vera Bradley Designs CFO David R. Traylor. Mid-Corporate Banking Working tirelessly to build and strengthen our relationships with corporations generating annual revenues from $500 million to $2 billion, Mid-Corporate relationship managers develop a thorough understanding of our customers’ complex needs in an intensely competitive international marketplace now rife with instability. Vera Bradley Designs Inc. Vera Bradley is an internationally known designer and manufacturer of stylish handbags, travel items, eyewear and stationery. The company, headquartered in Fort Wayne, Indiana, was founded by Patricia R. Miller and Barbara Bradley Baekgaard in 1982 after they foresaw a niche for femininelooking luggage. Charter One began its relationship with Vera Bradley in 2008 as syndication agent on a revolving loan/term loan facility. During a meeting to discuss Vera Bradley’s financing needs, the company mentioned a change in its supply chain, having established a Wholly Owned Foreign Enterprise (WOFE). We took the opportunity to highlight our international capabilities/partnership and quickly arranged a conference call with Rose Askin. Askin worked closely with Vera Bradley’s local manager and the overseas branch to establish several accounts. In addition, Vera Bradley’s U.S.-based international holding company opened a deposit account with Charter One. “Working with Charter One has helped the company to quickly establish the necessary accounts and transfer of funds needed to support our international office. The entire Charter One team was very responsive in meeting our needs,” said Vera Bradley Designs CFO David R. Traylor. Demonstrating our overseas capabilities has positioned us as a trusted international advisor. We are also in discussions on providing hedging for the local currency. In the Citizens BankCharter One market, an international team is a key differentiator from our competitors – and one we plan to use extensively in 2009. Senior Vice President Leslie D. Broderick of RBS Citizens’ Mid-Corporate Banking team with President & CEO Michael J. Barrist (right) and Executive Vice President and Chief Financial Officer John R. Schwab at NCO Group in Horsham, Pennsylvania. RBS Citizens became the company’s lead relationship bank in 2008. RBS Securities Inc. (formerly RBS Greenwich Capital) was the Sole Lead Arranger and Sole Bookrunner on a $139 million Add-on Senior Secured Credit Facility that enabled NCO to acquire its largest competitor. RBS Citizens is the Administrative Agent for NCO’s senior debt facilities. 7 With relationship managers 20 U.S. banks managing public located throughout New England, deposits. At a time when state and the Mid-Atlantic and the Midwest, local budgets are under extreme we have the competitive advantage pressure, our seasoned profession- of proximity to our customers, als have the expertise and local an important factor in these trying regulatory knowledge to meet the and uncertain times. This proximity, needs of governmental entities. combined with a long-term focus Our teams provide a range of on relationships and access to a services to state governments, wide array of global products and counties, municipalities, public services has made our relationship schools, trustees, commissions, managers the trusted advisors to authorities and districts. They have whom our clients turn. proven track records in implement- RBS Asset Finance As the 10th-largest bank-affiliated lessor/lender in the United States with a portfolio of $5 billion, RBS Asset Finance provides our customers with a significant depth of resources and services including equipment acquisition, recapitalization, working capital and liquidity, and balance sheet management. Industryspecific experts cover business aviation, structured products and indirect sales. ing effective, targeted strategies Government Banking The Government Banking division is the primary sales, marketing and service-delivery group to government entities throughout our footprint. It had total funds under management of $14.1 billion as of December 31, 2008, which resulted in a ranking of 4th among the top The Indiana Finance Authority T he Indiana Finance Authority, the financing conduit for economic development projects within Indiana, was seeking a liquidity provider for the auction rate bonds to finance Lucas Oil Stadium, home to the Indianapolis Colts NFL team. The Government Banking team worked with Charter One’s Middle-Market team to structure the financing. Additional financing requirements to complete construction of the stadium, as well as to expand the Indiana Convention Center, brought the total credit participation for Charter One to more than 8 co r po rate ba n k i n g for cash management, investment management, lending and other banking needs. The need to understand the pressures our government clients face has never been more acute. Enhancing that understanding is our active role in the national, state and local associations that are important to our clients. $145 million. As part of this transaction, the State moved additional deposits totaling $161 million to Charter One. The Indiana Finance Authority was working under very tight timelines and we accepted that challenge to help it complete the project on time and within budget for the August 2008 opening of the Colts’ first home game in the new facility, which will be the site of the 2012 Super Bowl. Upon completion of the Convention Center expansion, Indianapolis will rank 16th in the nation for convention space, a goal Charter One helped the State achieve. Global Transaction Services – Cash Management Business today requires even smaller companies to manage cash on a worldwide basis. Efficiencies are harder to come by, and companies need to control an increasingly complex web of transactions. At the same time, the pressure is escalating to reduce the capital tied up in the day-to-day running of your business. The depth of our world-class innovative solutions and the breadth of our global reach give us the flexibility to meet your demands, no matter how complex or geographically wide-ranging. CFG’s Global Transaction Services is a top-five global cash manager because of our leading product range and extensive geographical coverage. From single proprietorships to large multi-national clients, our domestic and international services are designed to accelerate collections of accounts receivables, manage the distribution of funds and provide enhanced short-term liquidity. Aegis Group plc C itizens’ Foreign Corporate division, RBS’s Global Banking and Markets division and Global Transaction Services worked jointly to develop a tailor-made global liquidity solution for the London-based global marketing communications firm, Aegis Group plc, which has a significant U.S. presence. An extensive global network, robust technology infrastructure and innovative, awardwinning liquidity management solutions quickly resulted in our being able to meet Aegis’s banking needs in Asia and North America. Our proactive and consultative approach, strong support from the relationship management team and a superior solution resulted in Aegis selecting the CFG/RBS/ABN AMRO team to meet its global liquidity management needs. WL Ross & Co. LLC WL Ross & Co. LLC (WL Ross) is a global private equity investment firm with more than $8 billion of assets under management. The company is led by Chairman and Chief Executive Officer Wilbur L. Ross Jr., and is headquartered in New York City. The company specializes in improving the financial condition of distressed businesses by utilizing its expertise as an activist creditor with significant transaction experience and performing complex financial and legal analysis in order to make sound direct private equity investments in these troubled companies. The financial industry was rocked by crisis after crisis in 2008, causing WL Ross to re-think its banking relationship. Seeking stability and certainty, CFO Michael J. Gibbons tapped into the Private Equity CFO Association to find a new banking partner. The association was founded in 2001 by Citizens Bank as a way for private equity financial professionals to network and communicate through a common forum and today has more than 750 members. Gibbons reached out to Citizens Bank Relationship Manager Chuck Woodard, who also serves as the association’s Executive Director, and inquired about commercial banking services. Within a few days, Woodard and his team, Jeff Regan and Neil Hibel, were in WL Ross’s office demonstrating the bank’s capabilities. “We were impressed with the bank’s knowl edge, professionalism and full complement of products, especially its Web-based reporting tools. We felt immediately that Citizens would make a great partner,” said Gibbons. After an efficient transfer of its cash and custodial accounts to Citizens Bank, WL Ross began using the bank’s Global Processing Solutions system to handle its cash management needs and set up a $200 million capital call line for the firm’s newest investment fund. The relationship has been a sound investment ever since. Senior Vice President Chuck Woodard (left) of Citizens Bank’s Private Equity Banking team, visits WL Ross & Co. Chairman and CEO Wilbur L Ross and CFO Michael J. Gibbons at the firm’s Manhattan headquarters. 9 Specialized Lending Understanding the intricate needs and challenges of niche businesses enables our team of experts to respond quickly to provide tailored solutions to their clients. The businesses in which we have a noted expertise include accounting and law firms, energy and utilities, fuel distribution, insurance, not-forprofit/health care, private equity firms, publishing, security alarm, service industry franchises and technology banking. Vice Presidents Edie Anderson (foreground) and Deidre Lockhart (far left) of Citizens Bank’s Franchise Lending team with Don and Paula Wright, who own and operate nine McDonald’s franchises in southern New England. The Franchise Lending team works closely with a wide variety of franchise operators across the United States. Allen Academy Allen Academy, a charter school in northwest Detroit, opened in 1999 in a renovated church with the goal of becoming a “new kind of public school.” Enrollment has grown every year to its current 1,006 students under the leadership of School Leader Timothy Green. Senior Vice President Neran Shaya of Charter One’s Not-for-Profit/Health Care Group meets with School Leader Tim Green at Allen Academy in Detroit. The school celebrated a 100 percent graduation rate in 2008, with many students continuing their education in college or vocational training. Faculty, parents and the surrounding community work together to ensure the students’ academic success. Allen Academy is managed by the Leona Group, L.L.C., the largest charter-school organization in the country. The privately held company was formed in 1996 in Michigan by William Coats, Ph.D., a national leader in public education reform. It has public charter schools in Indiana, Michigan, Arizona, Ohio, Louisiana and Florida. 10 co r po rate ba n k i n g Leona turned to Neran Shaya of Charter One’s Not-for-Profit/ Health Care team for a workingcapital solution to manage routine operating payables throughout the year that were out of sync with the distribution schedule for school aid managed by the state. Charter One provided Leona with a comprehensive solution that included separate lines of credit for the majority of its charter schools and a streamlined cash management solution for all of its deposit accounts and payroll services. Allen Academy received a $975,000 State Anticipation Note. “When Leona needed new ideas and solutions – a strategic partner – Neran Shaya was there,” said Coats, who is Leona Group’s CEO. “Leona and all its charter schools value greatly the relationship which we have with Charter One.” RBS Business Capital Our asset-based lending group is one of the largest providers of secured asset-based loans in the United States, with a national effort managed through seven regional offices in Atlanta, Boston, Cleveland, Chicago, New York City, Philadelphia and Pittsburgh. Our highly trained professionals can provide or arrange complete financing for all transaction sizes – from a basic workingcapital line of credit to a complex, multi-bank syndication. Regional Banking The Regional Banking relationship managers located throughout the Citizens Bank and Charter One footprint focus their energies and expertise on companies in New England, the Mid-Atlantic and the Midwest generating annual revenues between $10 million and $25 million. Global Markets – Foreign Exchange Changes in foreign-exchange trends or unexpected market volatility can complicate the best laid plans. To give our clients the edge in the international marketplace, dedicated Global Markets teams in New England, the Mid-Atlantic and the Midwest emphasize a consultative approach to helping clients manage their foreign exchange risk. We can provide full international product delivery in more than 75 currencies and offer strategies to hedge against currency rate fluctuations that may adversely affect our clients’ businesses. SmartPak Equine LLC Necessity was the catalyst for creating SmartPak Equine LLC. The Plymouth, Massachusetts company was founded in 1999 when owner Becky Minard discovered that her horse Westley wasn’t getting his daily supplements consistently at her boarding barn. She’d check his feed bucket, and his supplements would often be missing or not dosed correctly. The barn staff had to feed 35 horses an average of three supplements per day. That’s 105 supplement doses to be opened, measured, fed and resealed every day. No easy task. As a loving pet owner, the Harvard Business School graduate developed a simplified solution that would make feeding time easier and horses’ lives better. SmartPaks contain a horse’s supplements and medications in custom-made, daily dose packs to eliminate feeding mistakes. The multi-million-dollar company, named to Inc. Magazine’s list of the 500 fastest-growing private companies for the second straight year, has served more than 150 million supplements in customized daily dose SmartPaks, delivered in automated monthly shipments, to clients across the county. Minard and her husband and business partner, Paal Gisholt, chose Citizens Bank for its commitment, understanding of their business and eagerness to grow together, as well as the personal attention Relationship Manager Marilyn Agulnick-House and senior executives offer to the company. In addition to the supplement system, SmartPak offers a broad line of horse health and rider items, dog supplies, and equine and canine pharmacy items through its catalog and Web site. “Citizens truly understands our banking needs and is eager to provide financial advice and guidance as we continue to grow our business,” said Minard. “We are a caring company committed to our clients and their needs – and are proud to work with a bank that has the same philosophy as we do.” Senior Vice President Marilyn AgulnickHouse (center) of Citizens Bank’s Regional Banking Group with SmartPak Equine owners Becky Minard and Paal Gisholt, and Becky’s horse, Westley. 11 The Brack Family T he Brack family, former owner of Barker Steel Company in Milford, Massachusetts, and now a minority partner in Barker Steel LLC, a Harris Rebar Company, has had a 67-year relationship with Citizens Bank. The bank has been there to help the business grow over four generations. When the family decided to sell the business to a larger steel company based in Canada, our Wealth Management team helped the family through that transition, meeting with all the family members to assess their individual needs, and advise them of their opportunities and choices. Multiple accounts were opened to take each family member into this new phase of wealth, which was no longer tied entirely to the success of the one business they controlled, but instead was tied to the growth of a diversified securities portfolio. We also opened a family foundation to continue the family’s interest in giving back to the community. Upon opening the investment accounts, the family’s words were: “You have 70 years of Brack Family hard work in your hands.” We understand this sentiment, which guides our prudent management of our clients’ assets every day, especially now. The longevity of this relationship and its lifecycle transformation, from wealth building on the commercial side to building a family legacy on the investment side, is a testament to the consistent superior service and teamwork that is pervasive throughout CFG. Wealth Management We provide customized portfolio management and trust services to high-net-worth individuals, non-profit organizations, corporations and retirement plans. Planned giving and endowment growth solutions strategies are offered to the nonprofit sector while Citizens Retirement Plan Services team provides 401(k) and 403(b) plans and retirement plan administration services. The Wealth Management officers work with relationship managers, branch managers and business banking officers to ensure that all customers have complete and informed teams serving their needs. 12 co r po rate ba n k i n g Global Markets – Interest Rate Risk Management Interest rate exposure can be a risk for any company. Our seasoned Interest-Rate Risk Management professionals assist our clients with evaluating, structuring, and executing appropriate rate risk management solutions. The team’s approach is proactive, consultative and designed to meet borrowers’ objectives in any market environment. It will work to identify interest rate exposure, set objectives for hedging, consider the instruments available, and propose solutions that incorporate your company’s individual risk management criteria. Hedging instruments include options, forwards, swaps, swaptions, caps, floors, collars and combinations and variations of these instru- ments. We have outstanding resources to make available to our customers and a track record of success with our clients. Global Transaction Services – Trade Finance Although trade volumes are down globally, the need for tradefinancing services remains for any company, large or small, involved in importing and exporting. Those services require a thorough understanding of cross-border issues. Full knowledge of regulatory constraints and the impact of tax and accounting codes, as well as complete familiarity with the economies of countries in which our clients do business, make our trade finance specialists valuable partners. Our solutions range from the traditional payments products that underpin international trade – such as letters of credit – to support for open-account trading and the financing of supply chains. Our supply chain solutions are highly effective in strengthening the relationships upon which our clients’ success depends between buyers, strategic partners and core suppliers. Our award-winning Web-based trade platform offers a secure point of access to all of our trade processing and supply chain finance solutions. Our solutions make trading across borders as efficient, straightforward and secure as possible. In addition, we are a Delegated-Authority Lender for the U.S. Export-Import Bank. Senior Vice Presidents Timothy L. Leon (left) and Zach David of Citizens Bank’s Commercial Real Estate Finance team meet with Executive Vice President A. Leslie Ludwig of The JBG Companies. Commercial Real Estate Finance CFG’s Commercial Real Estate Finance division leverages the strength and market knowledge of experienced real estate lenders throughout the franchise. Our bankers understand the difficulties their clients face and are able to provide a wide range of specialized solutions throughout the Citizens Bank and Charter One footprint. We bank the best-known real estate developers, merchant builders and investors within each region. The credit products we offer include acquisition and development loans, bridge financing, permanent mortgage financing, construction financing, as well as letters of credit and revolving lines of credit. We offer a complete array of customized deposit products including tenant escrows, remote deposit and a complete suite of cash management products for commercial real estate companies. The JBG Companies One of CFG’s core business lines, Commercial Real Estate Finance, has experienced steady and solid growth on the national level. Over the past year, the Citizens team has moved deeper into the Washington, D.C., metropolitan area, a region consistently ranked as one of the top commercial real estate markets in the country due to its ability to withstand economic volatility. The JBG Companies is one the cornerstones of the team’s growing portfolio. Since 1960, The JBG Companies has been a leading investor, owner and developer in the Washington area’s real estate market. Its diverse portfolio encompasses millions of square feet of office, multi-family residential, hotel and retail projects, and includes many of the region’s most distinguished properties throughout the District of Columbia, Maryland and Virginia. Citizens has cultivated its relation ship with JBG by serving as a depository, providing cash management, project finance and a subscription line facility to meet the company’s diverse needs. Citizens continues to work closely with JBG on upcoming projects, including a LEED Gold Pre-Certified building that would be the tallest business center in the nation’s capital. “Whether we’re working with our relationship manager or the bank’s senior management, the Citizens’ team is responsive at all levels,” said A. Leslie Ludwig, Executive Vice President, Corporate Finance at The JBG Companies. “Even in the current economic conditions, the Citizens team has been able to provide us with creative solutions to meet our business needs and respond to market challenges.” 13 Exceptional Service Delivered Locally How do you build brand loyalty? It starts with having a great brand, solid products and terrific customers. But something deeper makes a company successful. In our case, local decision-making and customer familiarity are key. That’s why we have talented local presidents and teams of bankers on the ground as we work to become the top regional bank in our footprint. They know their communities and they know their customers. They pride themselves on their responsiveness and sense of responsibility. That dedication has enabled our company to build and grow relationships with our customers and community partners who work so hard to achieve their own corporate, personal and community goals. Local delivery means timely decision-making and access to senior management as we work to build – and strengthen – those relationships. How, you ask? We answer the phone. We call you back. We get to know you. We work to understand your business – and your financial needs. And we always thank you for doing business with us. 14 LOCAL LEADERSHIP Joseph J. MarcAurele Rhode Island Robert M. Curley New York Scott C. Swanson Illinois Ralph J. Papa Pennsylvania Daniel K. Fitzpatrick Eastern Pennsylvania, New Jersey and Delaware Cathleen A. Schmidt New Hampshire and Vermont Connecticut Richard M. Barry President Branches 49 ATMs 67 Delaware Daniel K. Fitzpatrick President Branches 26 ATMs 45 Illinois Scott C. Swanson President Branches 102 ATMs 322 ATMs 585 Michigan Sandra E. Pierce President Branches 111 ATMs 124 Richard M. Barry Connecticut Robert E. Smyth Massachusetts Sandra E. Pierce Michigan New Hampshire Cathleen A. Schmidt President Branches 76 ATMs 156 Pennsylvania Ralph J. Papa Chairman Branches 359 (also includes commercial loan office in Maine) Daniel K. Fitzpatrick President Eastern Pennsylvania New Jersey Daniel K. Fitzpatrick President Branches 15 ATMs 65 ATMs 648 (also includes a commercial loan office and 4 ATMs in Virginia) Rhode Island Joseph J. MarcAurele President Branches 77 ATMs 151 New York Robert M. Curley Chairman James P. Gaspo President Branches 216 Massachusetts Robert E. Smyth President Branches 250 James P. Gaspo New York ATMs 274 Ohio Sandra E. Pierce Interim President Branches 148 ATMs 169 Vermont Cathleen A. Schmidt President Branches 23 ATMs 24 (also includes commercial loan office in Indiana) 15 Consumer and Business Banking OUR CONSUMER BANKING PHILOSOPHY Customers are at the heart of everything we do. With an innovative selection of products and services, our Retail colleagues are dedicated to providing world-class customer service that will help consumers meet their individual needs at every stage of life. In that process, they also build strong and lasting financial relationships. Retail Banking Delivering world-class service, support and innovation is paramount to our growth and success. We help our customers save money, make money and give them peace of mind by finding the right fit for their lives and businesses with products and services designed to grow, retain and deepen customer relationships. Consumers want a bank that provides personalized solutions to fit their busy lives, so in early 2008 Citizens Bank and Charter One introduced the Fit brand strategy. Fit is all about “banking that fits your life, not the other way around” and increases customers awareness of our ability to always find the right “fit” in banking products and services to help them achieve their financial goals. Fit enables our customers to bank how, when and where they want and helps them find the right product at the right time. Consumers are looking for ways to get the most value from their banking relationship. With Green$ense, our industry-first rewards program, Brothers Nik (left) and Sonny Wadhwa are high-performing branch managers in the Retail Partnership Delivery Group, running in-store branches in South Attleboro and Easton, Massachusetts, respectively. Both are active in the Massachusetts and Rhode Island Indian communities as ambassadors for Citizens Bank and for RBS. 16 our customers are rewarded every time they pay without paper – earning up to $120 per year. It also provides an innovative and competitive response to the growing expectation from consumers for an easy, convenient way to reduce their impact on When Citizens Bank and Charter One customers invest with CCO Citizens Bank and Charter One customers have the opportunity to bank with us when and where is most convenient for them through one of our more than 3,300 customer touch points. Customers can be confident that, no matter which delivery channel they choose, the products, services and support they count on will be there – whether it be face-to-face at one of more than 970 traditional or 479 in-store branches, walking up to one of our more than 2,600 ATMs, utilizing Online Banking anytime or calling our 24/7 PhoneBank. Investment Services, they can do so with confidence knowing that qualified Financial Consultants are helping customers meet their short- and long-term investment goals. Whether customers are interested in estate planning, education finance or retirement, CCO Investment Services offers a range of competitive products and service to meet all their needs. RBS Card Services provides innova tive and customized solutions for all grams, like ExtraGreen with Stop & of our customers’ credit card needs. Shop in Rhode Island and the Customers can earn rewards on fuelperks! debit program with Giant their Citizens Bank or Charter One Eagle in western Pennsylvania, credit cards just by selecting the reward customers with savings just card with the rewards program that for shopping at their stores and fits their spending habits. In the banking with Citizens Bank. 2008 summer of 2008, customers received also saw expanded relationships relief from high prices at the gas the environment. Green$ense with key partners including Acme pump with double rewards on pur- includes automatic enrollment in Markets in Philadelphia and Stop & chases made with the Accelerator e-Statements and free Online Bank- Shop in New York state’s Long Island Rewards Platinum MasterCard – ing with Bill Pay. and Hudson Valley regions, both that’s nearly $.25 cash back on every providing added availability of gallon of gas purchased. Debit customers experienced significant banking centers for shoppers. Our Rewards also offers a convenient way improvements to the way they bank in-store partnerships will continue for customers to earn points towards and pay bills online. Enhancements to be a key driver of growth and great gifts just by using their debit such as faster bill payments, easier innovation as customers look to us card. Customers can shop like always navigation and convenient e-bills for the convenience that in-store and watch rewards add up that can have evolved their online banking banking provides. be redeemed for merchandise, Donna Price manages Charter One’s Great Lakes Mall branch in Mentor, Ohio. Citizens Bank and Charter One experience. Increased convenience, In 2008, the residential borrowing travel, banking benefits, and once- efficiency and control help custom- process evolved with the introduc- in-a-lifetime experiences, just by ers utilize the online banking chan- tion of the Home Lending Solutions banking the way that fits their life. nel effectively. Center. Through the HLSC’s dedi- Our in-store branch network, cated team of Home Loan Advisors, the No. 2 in-store banking franchise customers now benefit from faster, in the country, saw strong growth in more consistent service and sup- 2008. The Retail Partnership Delivery port from highly trained profession- Group is now a distinct business als who are committed to helping line committed to maximizing them find the most suitable prod- growth opportunities by leveraging ucts and services to best fit their its partnerships. Innovative pro- home borrowing needs. Small Business Citizens Financial Group continues to innovate and expand its products and services to help our valued small-business customers grow their businesses. Our dedicated Business Banking professionals are well positioned to provide the solutions 17 Orbis Clinical Vice President Ron Norton, Citizens Bank Business Banking Relationship Manager Rich Rougier and Business Banking Officer Caitlin Egan Roos, and Orbis CEO Matt Garceau at the firm’s Woburn, Massachusetts headquarters. that customers need to maximize Orbis Clinical LLC their cash flow, minimize banking fees and build for the future. Citizens Bank and Charter One’s Founded in 2004, Orbis Clinical is a consulting company that provides expertise in drug safety, risk management, regulatory affairs and quality assurance. These capabilities enable its clients to solve the key tactical and strategic challenges they face. Orbis Clinical concentrates on delivering flexible, clientdriven solutions to mitigate risk and ensure regulatory compliance. new E-Z Deposit remote deposit service enables customers to make deposits from their places of business by using scanners to imagecapture deposits over a secure Internet connection. It helps reduce the number of trips to the bank – and it improves cash flow. We implemented the Provenir Caitlin Egan Roos, a Citizens Bank Senior Business Banking Officer, first contacted Orbis Clinical CEO Matt Garceau in December 2007. At the time, Orbis was satisfied with its current bank, but Garceau said his company was looking to increase its working capital credit facility, and he knew that prior bank’s revised underwriting policy would cost his firm more than he wished to spend each year to prepare audited financial reports. Lending System’s new technology, which allows our colleagues to submit, monitor and update loan applications via laptop from virtually anywhere, with the option to submit critical support documentation electronically to the lending centers. This results in faster loan turnaround times for our customers. The Business Banking Group’s new customer sales and service channel features Business Banking Relationship Managers – a locally based relationship management team that is dedicated to proactively call on customer businesses that Coordinated interaction with require more personalized service. customers by our Business Banking This dedicated group offers custom- Officers and Retail Branch teams is ized products and services to help the foundation for the personal customers manage and grow their approach that is a hallmark of our businesses. customer service. 18 consumer and business banking “We wanted to focus on maintaining a long-term relationship with an institution that would be there to grow with my company through this tough economic climate and Citizens best demonstrated that soundness and safety I was looking for,” Garceau said. With a credit facility request of this size, Roos partnered with Rich Rougier, a Business Banking Relationship Manager. Together, they worked to win the largest credit approval in 2008 for Citizens’ new Business Banking Relationship Manager channel in Massachusetts. Rougier is assigned as Orbis’s dedicated relationship manager to ensure that all of its banking needs continue to be satisfied as the business grows. Citizens Bank’s Business Banking team met Orbis’s lending needs. That relationship has since grown to include the firm’s deposit accounts as well as personal banking relationships for its executives. Our Credo Customers Colleagues Community We will do whatever we can every We want our company to be the We believe great companies have day, in every way, to provide world- best place to work in the world. The a moral core. We care deeply class service and consistently environment will be extraordinarily about our communities, and we exceed customer expectations. We caring, like an extension of our own demonstrate this commitment will always honor our commitment family. We will be supportive in every day by responding where to customers and constantly give times of personal difficulty, create there is need. We care about the them reasons to say “I love dealing opportunities for professional world’s limited resources and are with these people.” We will treat growth, and always make an effort committed to their responsible customers the way we would enjoy to listen and act on our colleagues’ use. We will be ethical and honest being treated all the time. We will ideas. We will foster a diverse team at all times. By giving back and know our customers and respond and treat every colleague with conducting ourselves with integrity, to them rapidly. We will anticipate dignity and respect at all times. we can make our customers and their need and make it happen. colleagues proud of our company. By fulfilling Our Credo every day, we will serve our shareholders well and be one of the world’s most admired companies. Assistant Vice President Anna Li, a Financial Consultant at CCO Investment Services, is based at Charter One’s Chinatown Square branch in Chicago. 19 Community Involvement In 2008, Citizens Financial Group invested more than $22 million to the thousands of communities that make up our footprint, creating sustainable development for nonprofit organizations and generating volunteer opportunities for our colleagues at a time of increased demand for nonprofits’ programs and services. Our approach to community outreach is defined by our ability to harness the company’s resources to make a greater impact on smaller nonprofits. We understand that, to make a difference, it will take everyone working together, investing resources and building solutions to make the changes needed, to address our neighborhood’s toughest problems. In 2008, we launched or expanded a number of programs contributing to this goal. 20 Supergrounds Supergrounds, an alliance between CFG, city officials and local nonprofits to rehabilitate or create playground sites in low- and moderate-income areas, was implemented in three New England locations in 2008 through grants and volunteers. RBS began Supergrounds as a $126 million, six-year program that has already revitalized 500 parks, with a goal of revitalizing 900 worldwide. In 2008, CFG colleagues helped to refurbish the Sackett Street Playground in Providence, Rhode Island, and the P.T. Barnum Housing Complex playground in Bridgeport, CCO Mortgage Loan Officer Irv Brockington gives Rookie League players hints on how to master the Citizens Bank Game of Baseball, a ballpark version of pinball, in Ashburn Alley at Citizens Bank Park in Philadelphia. Citizens Bank has been a longtime supporter of the Phillies Rookie League, an outreach program that teaches baseball fundamentals and teamwork to thousands of children ages 6 to 12, principally from innercity neighborhoods. Connecticut; and transformed two up and ready to play even before vacant parcels of land in Codman colleagues from Citizens Bank, RBS Square in Boston’s Dorchester Card Services and RBS Greenwich neighborhood into a vibrant park Capital were done with their work – for children and residents of all cleaning and seeding playing fields, ages. At the P.T. Barnum site, kids planting trees, painting benches from the neighborhood were lined and installing a new playscape. Champions in Action Through Champions in Action®, our signature community program which operates in nine of our markets, we have directed more than $4 million along with thousands of volunteer hours to worthy, smaller organizations that support important local causes – such as youth services, homeless shelters, community health care, housing groups and elder support. As of 2008, the number of nonprofits supported Volunteers put together a slide at a Supergrounds playscape site. 21 through this program rose to 160. By collaborating with local media outlets, these organizations have also received close to $2 million in television and print exposure and more than 5,000 public services announcements in 2008. These three components – grants, media exposure and volunteerism – provide sustainability and build capacity by addressing long-term needs. Gear for Grades Formerly known as Tools for School, this footprint-wide program partnered with nonprofit agencies, local governments and media organizations to provide more than 28,000 backpacks filled with notebooks, crayons and pencils to children Illinois colleagues help generate excitement for the Making Music Matter program by cheering on donors who spun the Charter One prize wheel. before they returned to school in the One and YMCA volunteers at the fall. The need for basic supplies to Charter One Pavilion at Northerly help children succeed in school has Island, Chicago’s premier lakefront increased, creating an even-greater music venue. strain on already-struggling families. Fifth grader Myra Bessette helps Citizens Bank colleagues Brigitte Ritchie (left) and Ronda Robbins unload a van full of backpacks and school supplies destined for children staying at COTS family shelters in Vermont. 22 commu n ity i nvolvement Making Music Matter In 2008, Charter One’s Making Music Matter program generated more than $200,000 for the YMCA of Metropolitan Chicago’s Community Schools initiative, which helps to address the need for keeping kids safe and families productively engaged by providing educational, supervised programming focused on positive development for more than 600 children in the Chicago area’s most-challenged neighborhoods. Funds were collected from May through September by Charter Community Cashback Launched in July, CFG’s new Commu nity Cashback program provides a $250 grant to an eligible nonprofit at which a colleague has volunteered at least 50 hours over the course of one calendar year. More than 150 Community Cashback awards have been requested since the launch of this program, which RBS expanded to the United States. This adds up to more than 7,000 volunteer hours. Give As You Earn Originally launched in 2007 as the “Matching Gifts Program,” CFG adopted the RBS program name, Give As You Earn, in July 2008. This expanded program matches colleagues’ donations to eligible nonprofit organizations on a 1:2 basis. For every $1 the colleague donates, an additional $2 is matched, bringing the total contribution to the nonprofit to $3. More than 2,500 colleagues have participated in the program, with a total match amount of more than $428,000 in 2008. United Negro College Fund Education Project In 2008, CFG awarded $5,000 scholarships to 80 finalists for the 2008-2009 school year. Scholarships were available to African-American sophomores and juniors majoring in business, finance, economics, accounting, banking, or mathematics at one of 11 colleges or universities across the CFG footprint. Those institutions included the University of Hartford in Connecticut; Chicago State University and City Colleges of Chicago in Illinois; Suffolk University in Massachusetts; Wayne County Community College and Wayne State University in Michigan; West Chester University, Cheyney University, Temple University and the University of the Sciences in Pennsylvania; and Rhode Island College. Carving Out Hunger/Hunger Initiatives CFG has established programs across its footprint to prevent hunger in local communities. These programs – including Carving Out Hunger, Harvest for Hunger, Striking Out Hunger and Kids Can Help – combine food and monetary donations from CFG, colleagues and customers with volunteerism to make a significant impact on thousands of families in need. Charter One in Michigan launched Summer Vacation from Hunger, an initiative to help fight the impact of child hunger during the summer when school ends and free or reducedprice lunches are no longer available. Community Service Sabbatical recipient Kate Lukacs, a Commercial Banking colleague in Ohio, tutored teen mothers at the Old Stone Center for Education in Cleveland to help them prepare for their GED tests. 23 Financial Literacy Here are a few of the ways that CFG supports financial literacy across its footprint in New England, the Mid-Atlantic and the Midwest: PENNSYLVANIA – Citizens Bank of Pennsylvania partnered with multiple organizations in 2008 to provide financial literacy workshops to youth at risk, college students, and low-income families and individuals. In Pittsburgh, 24 financial literacy workshops and 38 affordable housing seminars were held with such partners as HEARTH, Hosanna House, Junior Achievement, NeighborWorks and the Pennsylvania Bankers Association. Bank colleagues in the Philadelphia region hosted financial literacy workshops for more than 1,300 individuals. Community partners included A counselor (left) at NeighborWorks® Western Pennsylvania provides critical personal budgeting information to a client. NeighborWorks provides financial literacy programs to more than 3,500 low- and moderate-income individuals annually. 24 commu n ity i nvolvement The Enterprise Center, Jewish Employment & Vocational Service and the Career Wardrobe. ILLINOIS – Charter One partnered with the Chicago-based Center for Economic Progress and Ladder Up to provide direct on-site volunteer service at numerous tax preparation sites to assist underserved, low-income individuals with free preparation of their federal and state tax returns, as well as to promote financial education via one-on-one counseling. Through these programs, more than 41,400 low-income individuals and families were assisted with free tax preparation services in 2008, providing more than $54.9 million in federal and state tax returns – and savings exceeding $10.2 million on tax preparation transaction fees. MASSACHUSETTS – Citizens Bank held 40 homebuyer education classes and 25 small-business seminars. It partnered with the following groups to provide financial literacy seminars in low income communities: Organization of New Equality, International Institute of Boston, Massachusetts Individual Development Account Program, Cambridge Housing Assistance Fund, Citizens Housing and Planning Association and the Greater Boston Interfaith Organization. NEW HAMPSHIRE – Citizens Bank held 35 “Basics for Banking” seminars that reached low- and moderate-income individuals, recent immigrants and the elderly. It also facilitated 15 first-time homebuyer seminars. Additionally, Citizens Bank has been a funder of the statewide Individual Development Account program, which includes a financial education component for participants. Citizens Bank supported a variety of organizations that provide financial and credit services. MONEYHELP – In preparation for the 2009 launch of MoneyHelp, the U.S. version of RBS’s MoneySense program, Charter One in Chicago hosted a training workshop to have branch managers certified in the FDIC’s Money Smart financial literacy curriculum. The FDIC launched Money Smart, now the standard financial literacy curriculum of Citizens Financial Group, in 2001 to serve as a national financial-education campaign. This comprehensive curriculum is designed to help individuals outside the financial mainstream develop financial skills and positive banking relationships. In an effort to develop the most accurate picture of what financial education should look like in the future, CFG held a market focus group to gauge consumers’ finance needs and desire for additional information. That focus group and a survey of financial literacy programs in use across the footprint were catalysts for developing a new financial education Web site that will provide individuals with additional tools and resources to help them with their personal finance matters. F I NAN C I A L R EV I EW EXECUTI V E L EA D E RS H I P AN D B OAR D S O F D I R ECTO RS Citizens Financial Group, Inc. (“Citizens”) is a wholly owned subsidiary of The Royal Bank of Scotland Group plc (“RBS”). Citizens’ results are included in RBS’s financial reports under International Financial Reporting Standards (“IFRS”). The information contained in the Chairman’s message is consistent with RBS’s reporting practices, and thus includes only the US Retail and Commercial Banking unit of Citizens. The information contained in the Financial Review section is presented in accordance with United States Generally Accepted Accounting Principles and includes Citizens Financial Group in its entirety. 25 FI NANC IAL R EVI EW HIGHLIGHTS (dollars in millions) Balance Sheet Data: Total assets Investment securities Loans and leases: Consumer Residential mortgage Commercial and industrial Commercial real estate Lease financing Credit card Total loans and leases Allowance for loan and lease losses Goodwill and other intangible assets Deposits Federal funds purchased, securities sold under agreements to repurchase and short-term borrowings Borrowed funds Stockholder’s equity Operating Data: Net interest income Provision for credit losses Provision for credit losses related to acquisition Noninterest income Noninterest expense Income (loss) before income taxes Net income (loss) Net income (loss) excluding acquisition costs, net of taxes Other Data: Return on average tangible assets* Return on average tangible common equity* Net interest margin Allowance for loan and lease losses as a % of total loans and leases Allowance for loan and lease losses as a % of nonperforming loans and leases Nonperforming loans and leases as a % of total loans and leases Capital ratios Risk-based capital ratios: Tier 1 Total Leverage ratio *Return excludes acquisition costs, net of taxes 26 2008 2007 December 31 2006 2005 2004 $159,925 27,909 $159,940 28,078 $160,831 29,449 $157,335 33,752 $138,360 29,979 53,701 15,283 25,293 10,915 3,364 2,475 111,031 55,125 18,222 22,501 9,817 2,993 2,404 111,062 54,921 18,433 18,302 8,618 2,763 2,569 105,606 54,135 17,427 15,614 8,170 2,944 2,514 100,804 46,440 13,588 13,346 8,255 3,323 2,079 87,031 1,731 12,021 94,606 978 13,701 102,197 757 13,744 99,955 827 13,947 99,942 956 14,223 92,960 5,401 34,926 19,952 14,594 17,555 22,351 10,267 24,451 23,548 9,844 23,149 22,053 6,468 13,600 20,850 2005 2004 2008 Years ended December 31 2007 2006 $4,035 1,932 – 2,108 4,970 (759) (930) $4,054 683 – 2,132 3,229 2,274 1,489 $3,950 331 – 2,024 3,074 2,569 1,668 $3,970 239 – 1,918 3,378 2,271 1,489 $2,983 238 74 1,172 2,282 1,560 1,020 (930) 1,500 1,696 1,717 1,088 (0.62)% (13.13) 2.84 1.02% 18.23 2.82 1.16% 22.92 2.83 1.28% 29.36 3.14 1.19% 36.37 3.46 1.56 0.88 0.72 0.82 1.10 154 154 217 246 364 1.01 0.57 0.33 0.33 0.30 9.15 11.22 6.96 9.13 10.97 6.91 9.98 11.80 7.30 8.85 10.83 6.33 8.23 10.61 5.95 Summary In 2008, Citizens reported a net loss of $930 million, compared to net income in 2007 of $1,489 million. Included in 2008’s results was a goodwill impairment charge totalling $1,510 million pre-tax ($1,395 million after-tax). Excluding this non-cash expense, Citizens would have reported net income of $465 million. Furthermore, the charge has no effect on Citizens’ regulatory capital ratios. In addition, the provision for credit losses increased from $683 in 2007 to $1,932 million in 2008. The additional provision for loan and lease losses reflects higher charge-offs and an increase in reserves for losses in the current uncertain economy. Financial Condition Total assets were $159.9 billion at Decem ber 31, 2008 and December 31, 2007. Loans and leases at December 31, 2008 were $111.0 billion compared to $111.1 billion at December 31, 2007. An increase in commercial loans of $4.3 billion was offset by a similar decline in consumer loans and residential mortgages. Goodwill and other intangible assets at December 31, 2008 and 2007 were $12.0 billion and $13.7 billion, respectively. The decline is due to the goodwill impairment charge and amortization of other intangible assets. Total deposits at December 31, 2008 were $94.6 billion, compared with $102.2 billion at December 31, 2007. The overall decrease of $7.6 billion was due primarily to an $8.5 billion decrease in higher-cost term deposits, partially offset an increase in checking balances. Capital Resources and Liquidity Citizens continues to maintain strong capital levels. At December 31, 2008, Citizens’ leverage and total risk-based capital ratios were 6.96% and 11.22%, respectively. Both measures are an improvement over 2007, which were 6.91% and 10.97%, respectively. Citizens was deemed “well capitalized” at December 31, 2008 and 2007, based upon regulatory definitions. Liquidity at Citizens is maintained to provide reliable, stable and cost effective sources of funding for asset growth and deposit fluctuations. Primary sources of liquidity are derived from growth in retail deposits, loan repayments and earnings. Additional sources of liquidity available to fund asset growth, include the sale or pledging of Citizens’ investment portfolio, secured borrowings from the Federal Home Loan Bank and Federal Reserve Bank, and borrowings from RBS. Asset Quality and the Allowance for Loan and Lease Losses Nonperforming loans and leases totalled $1,125 million at December 31, 2008 compared to $636 million at December 31, 2007. Nonperforming loans and leases were 1.01% and 0.57% of total loans and leases at December 31, 2008 and 2007, respectively. Other real estate owned was $54 million at December 31, 2008, up $8 million from December 31, 2007. Total nonperforming assets as a percent of total assets were 0.73% and 0.43% at December 31, 2008 and 2007, respectively. Citizens’ allowance for loan and lease losses was $1,731 million at December 31, 2008, compared to $978 million at December 31, 2007. The ratio of allowance to total loans and leases was 1.56% at December 31, 2008 compared to 0.88% at December 31, 2007. Net charge-offs were $1,175 million for the year ended December 31, 2008 compared to $520 million for the same period in 2007. For the year ended December 31, 2008, Citizens recorded provision for credit loss expense of $1,932 million compared to $683 million for the year ended December 31, 2007. Results of Operations Net loss was $930 million for the year ended December 31, 2008, compared to net income of $1,489 million for the year ended December 31, 2007. Net interest income for the twelvemonth period ended December 31, 2008 was $4,035 million, and was essentially flat compared to $4,054 million for the same period in 2007. Declining interest rates resulted in a reduction in both interest income and interest expense of approximately $1 billion. The net interest margin increased slightly to 2.84% for the year ended December 31, 2008 from 2.82% in 2007. Non-interest income was $2,108 million for the year ended December 31, 2008 compared to $2,132 million for the same period in 2007, a decrease of $24 million. The decrease mainly resulted from the absence of gains reported in 2007, partially offset by increases in credit card fees, international fees and investment services revenue. Non-interest expense was $4,970 million for the year ended December 31, 2008 compared to $3,229 million for the same period in 2007. The increase of $1,741 million resulted primarily from a non-cash goodwill impairment charge of $1,510 million. The remaining increase of $231 million is mainly the result of increases in salaries and employee benefits, and other operating expenses. 27 FI NANC IAL R EVI EW C O N S O L I D AT E D S TAT E M E N T S O F O P E R AT I O N S (in millions) Interest Income: Interest and fees on loans and leases: Consumer Commercial and industrial Residential mortgage Commercial real estate Credit card Loans held-for-sale Investment securities Federal funds sold and securities purchased under agreements to resell Interest-bearing deposits Total interest income Years Ended December 31, 2008 2007 $3,114 1,343 952 514 229 17 1,420 1 16 7,606 $3,567 1,523 1,008 637 248 46 1,528 93 12 8,662 Interest Expense: Deposits Federal funds purchased, securities sold under agreement to repurchase and short-term borrowings Borrowed funds Total interest expense Net interest income Provision for credit losses Net interest income after provision for credit losses 2,117 3,093 574 880 3,571 4,035 1,932 2,103 527 988 4,608 4,054 683 3,371 Noninterest Income: Service charges on deposits Credit card fees ATM and debit card International fees Other net gains Investment services revenue Customer derivatives Other service fee income Bank-owned life insurance Net gains on sales of securities available-for-sale Mortgage banking Trust income Other income Total noninterest income 725 408 296 118 110 85 68 63 51 43 31 31 79 2,108 724 380 286 88 228 70 61 62 53 8 45 28 99 2,132 Noninterest Expense: Salaries and employee benefits Outside services Equipment expense Occupancy Promotional expense Goodwill impairment Amortization of intangibles Acquisition costs Other operating expense Total noninterest expense Income (loss) before income taxes Provision for income taxes Net Income (Loss) 1,588 385 353 328 107 1,510 204 — 495 4,970 (759) 171 ($930) 1,488 414 318 311 107 — 203 18 370 3,229 2,274 785 $1,489 28 FI NANC IAL R EVI EW C O N S O L I D AT E D B A L A N C E S H E E T S (in millions, except share data) Assets: Cash and due from banks Interest-bearing deposits in banks Trading account assets Securities available-for-sale, at fair value Other investment securities Loans held-for-sale, at lower of cost or fair value Loans and leases Less: Allowance for loan and lease losses Net loans and leases Goodwill Other intangibles Derivative assets Deferred taxes, net Premises and equipment Bank-owned life insurance Accrued interest receivable Mortgage servicing rights Federal, state and local income taxes receivable Other assets Total Assets Liabilities And Stockholder’s Equity: Liabilities: Deposits Federal funds purchased, securities sold under agreements to repurchase, and short-term borrowings Borrowed funds Derivative liabilities Federal, state and local income taxes payable Other liabilities Total Liabilities Stockholder’s Equity: Preferred stock: $1.00 par value, 30,000 shares authorized, 15,850 shares issued and outstanding in 2008 and 2007 Common stock: $.01 par value, 5,000 shares authorized, 2,855 shares issued and outstanding in 2008 and 2007 Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total Stockholder’s Equity Total Liabilities and Stockholder’s Equity December 31, 2008 2007 $3,059 197 12 26,520 1,377 138 $2,282 231 7 26,880 1,191 614 111,031 1,731 109,300 111,062 978 110,084 11,709 312 1,838 1,227 1,143 1,134 671 113 — 1,175 $159,925 13,188 513 518 101 1,132 1,095 955 136 181 832 $159,940 $94,606 $102,197 5,401 34,926 3,311 86 1,643 139,973 14,594 17,555 1,333 417 1,493 137,589 1,585 1,585 — 15,223 5,576 (2,432) 19,952 $159,925 — 15,223 6,506 (963) 22,351 $159,940 29 EX E C UTIV E COMMI TTEE* Ellen Alemany Chairman and Chief Executive Officer James G. Connolly President Nick Balamaci Head of Corporate Affairs Martin Bischoff Vice Chairman Consumer and Business Banking David Bowerman Head of Manufacturing Brad L. Conner Vice Chairman Consumer Finance Jay Cook Chief Risk Officer Norman J. DeLuca Head of Global Transaction Services John Fawcett Chief Financial Officer Sheldon Goldfarb Chief Legal Officer Evelyn Tressitt Chief Human Resources Officer *All members of the Executive Committee also serve on the Executive Leadership Group (p. 31) 30 EX E C UTIV E LEADERSH I P GROU P* Our company’s senior management team: David S. Anderson Executive Vice President Controller Richard M. Barry President Connecticut Joel J. Brickman General Counsel and Secretary Lucille A. Cavan Executive Vice President Human Resources – Consumer and Business Banking Barbara S. Cottam Senior Vice President Director of Public Affairs and Community Relations Kenneth J. Deveaux Senior Vice President Global Transaction Services Joseph Dewhirst Group Executive Vice President Treasurer Cindy M. Erickson Senior Vice President Human Resources – Manufacturing Daniel K. Fitzpatrick President and Chief Executive Officer Eastern Pennsylvania, New Jersey and Delaware James P. Gaspo President New York James J. Gifas Senior Vice President Head of GTS Solutions Global Transaction Services Michael J. Gleason Executive Vice President Government Banking Commercial Markets Neil Grassie Head of Group Property Edward O. Handy III President Commercial Real Estate Finance Paul J. Hanlon Executive Vice President Head of Technology Services Manufacturing Thomas M. Metzger Group Executive Vice President Chief Operating Officer – Risk Robert E. Smyth President Massachusetts Michael Millard Executive Vice President Director, CCO Investment Services Consumer and Business Banking Ian J. Stewart Executive Vice President Human Resources – Commercial and Consumer Finance Paul J. Howard Executive Vice President Chief Credit Officer Tony Moscrop Head of Operational Support and Development Manufacturing Risa Katz Head of Corporate Financial Planning and Analysis Joseph F. Nemia President Commercial Finance Ian Stuttard President and Chief Executive Officer RBS WorldPay Global Transaction Services James E. Kivlehan Executive Vice President Head of Business Development and Analytics Consumer Finance Christine Noel Senior Vice President Director of Public Affairs and Community Relations U.S. Retail and Commercial Bradford B. Kopp Group Executive Vice President Strategy and Acquisitions Ralph J. Papa Chairman Pennsylvania Daniel J. Landers President RBS Business Capital Commercial Finance Marc A. Paulhus President RBS Asset Finance Commercial Finance Mark Links RBS Head of Audit Sandra Pierce President Michigan Joseph A. Hoffman President RBS Cards Consumer Finance Michael R. Lofgren Senior Vice President Chief Procurement Officer Manufacturing Grant Lyall Head of Operational Risk Joseph J. MarcAurele President Rhode Island Kenneth B. Martin Executive Vice President Business Banking Consumer and Business Banking Robert D. Matthews Jr. Vice Chairman Commercial Markets Theresa M. McLaughlin Group Executive Vice President Chief Marketing Officer Consumer and Business Banking Denise M. Menelly Vice Chairman Manufacturing Jay Plum President Home Lending Solutions Consumer Finance Wahida Plummer Planning and Administration Officer Scott C. Swanson President Illinois Maria Tedesco Group Executive Vice President Retail Banking Consumer and Business Banking Geoffrey C. Thomas Executive Vice President Product Marketing Consumer and Business Banking Hal R. Tovin Group Executive Vice President Retail Partnership Delivery Consumer and Business Banking Kevin M. Walsh Senior Vice President Sales Director Consumer Finance Stephen R. Woods Executive Vice President Mid-Corporate Banking Commercial Markets Peter Reynolds Head of Regulatory Risk Joanna M. Robbins Senior Vice President Human Resources – Global Transaction Services Sean Rowles Executive Vice President Chief Credit Officer Consumer Finance and Business Banking Cathleen A. Schmidt President New Hampshire and Vermont *Also includes all members of the Executive Committee (p. 30) 31 B OAR DS OF DI R ECTORS Citizens Financial Group, Inc. and RBS Citizens, N.A. A DV I S O RY B OA R D S Rhode Island and Connecticut Massachusetts Ellen Alemany Chairman and Chief Executive Officer Citizens Financial Group, Inc. RBS Americas Joseph J. MarcAurele‡ President, Citizens Bank, Rhode Island Robert E. Smyth President, Citizens Bank, Massachusetts Richard M. Barry† President, Citizens Bank, Connecticut Rev. Dr. Ray Hammond Pastor Bethel A.M.E. Church Lawrence A. Aubin Sr.‡ President Aubin Corporation Gary R. Kaneb Chief Financial Officer H.P. Hood LLC Edmond J. English Chief Executive Officer Bob’s Discount Furniture John J. Bowen President Johnson & Wales University William P. Hankowsky Chairman, President & CEO Liberty Property Trust Dr. Robert L. Carothers President University of Rhode Island Charles J. (“Bud”) Koch Former Chairman, President & CEO Charter One Bank Thomas J. Celona President Thrifty Car Sales Dr. Graham B. Spanier President The Pennsylvania State University Edward Crowley President and Chief Operating Officer Dichello Distributors Cathleen A. Schmidt President, Citizens Bank, New Hampshire and Vermont Shivan S. Subramaniam Chairman and Chief Executive Officer FM Global David A. Duffy Chairman Rhode Island Convention Center Authority Michael J. Gleason Executive Vice President Director of Government Banking RBS Citizens, N.A. Citizens Bank of Pennsylvania David M. Hirsch Chairman and Chief Executive Officer Vertex Distribution Ralph J. Papa Chairman Daniel K. Fitzpatrick President, Eastern Pennsylvania, New Jersey and Delaware Lynn Fusco Hughes President Fusco Corporation Dr. Kim L. Allen Owner A Friend of the Family, Inc. Robert L. McCabe Former Chairman, President and Chief Executive Officer Narragansett Electric Company David W. Curtis Executive Vice President Leon N. Weiner & Associates, Inc. Rev. Brian J. Shanley, O.P.‡ President Providence College Howard W. Hanna III Chairman Howard Hanna Real Estate Services Dr. Lynda B. Smith Stanley A. Lowe President Pittsburgh Neighborhood Preservation Services Dian C. Taylor President and Chief Executive Officer Artesian Water Company Judith M. von Seldeneck Chairman and Chief Executive Officer Diversified Search Ray & Berndtson †Connecticut Advisory Board only ‡Rhode Island Advisory Board only 32 John D. McClellan Managing Director Thomas H. Lee Partners, LP Clayton H.W. Turnbull President The Waldwin Group New Hampshire Stephen P. Barba Executive Director of University Relations Plymouth State University Editor: Ken Franckling Design: Gilbert Design Associates, Inc. Principal Photographer: David O’Connor Printing: Dynagraf James G. Connolly President Citizens Financial Group, Inc. RBS Citizens, N.A. W e would like to thank the following great customers, and thousands of others, for expanding their business with us over the past year. . . FirstGroup America As the leading provider of student transportation in the United States, FirstGroup America carries approximately 3.3 million children every day on its fleet of 45,000 yellow school buses. The company, headquartered in Cincinnati, Ohio, is a subsidiary of FirstGroup plc located in Aberdeen, Scotland. FirstGroup plc is the world’s leading transport operator, servicing more than 2.5 billion passengers annually and is a long-standing client of the RBS Group in the United Kingdom. Its U.S.-based division includes First Student, First Transit, and Greyhound. In October 2007, FirstGroup plc completed the acquisition of Laidlaw International, Inc., increasing the scope of its U.S. operations and accelerating the need for new capital investment for the acquisition of new school buses. RBS Asset Finance, working closely with RBS’s London team, addressed FirstGroup’s financing needs by outlining the significant benefits of the U.S. lease market, such as a good source of term liquidity, low aftertax funding cost, and the ability to provide greater access to the capital markets. FirstGroup’s capital needs were addressed through a $150 million TRAC lease facility with RBS Asset Finance serving as lead arranger for syndicating various tranches with multiple investors. “Royal Bank of Scotland’s vision and ability to see it through provided us with an important new source of liquidity during challenging financial conditions,” said Janet Neidhard, FirstGroup America’s Treasurer. ”The team approach to implementation proved to be an effective strategy as they guided us through the details of each funding.” RBS Asset Finance Senior Documentation Coordinator Katherine Dickenson; Brian Beechem, Director of Operational Taxes at FirstGroup America; Senior Vice President Max Haviland of RBS Asset Finance; and Michael Murray, CEO and President of FirstGroup America. $30,000,000 $25,000,000 $150,000,000 Secured Line of Credit plus Cash Management, Deposit, Foreign Exchange and Merchant Processing Services Interest-Rate Risk Management on Floating Rate Line of Credit TRAC Lease Facility, Lead Arranger – FOR – – FOR – – FOR – $7,000,000 $20,000,000 $145,500,000 Revolving Lines of Credit plus Cash Management, Deposit, Commercial Card, Foreign Exchange and Investment Management Services Credit Facilities plus Cash Management, Merchant Services and Commercial Card Services Liquidity Facilities for Lucas Oil Stadium completion and Indiana Convention Center expansion – FOR – – FOR – – TO – $25,000,000 $9,850,000 $25,000,000 Asset-Based Credit Facility plus Cash Management Services Mortgage and Revolving Credit Facilities – FOR – Allard Nazarian Group d/b/a Granite State Manufacturing Line of Credit plus Cash Management, Commercial Card, Deposit, Equipment Leasing and Merchant Card Processing Services $35,000,000 Credit Facilities plus Deposit and Interest-Rate Risk Management Services – FOR – – FOR – Depository and Cash Management Services Credit Facilities and Syndication Agent – FOR – – FOR – $100,000,000 $25,000,000 – TO – $7,400,000 Credit Facilities plus Cash Management, Deposit and Interest-Rate Risk Management Services – FOR – Credit Facility, Agent and Lead Bank, plus Cash Management, Deposit, Global Trade and Interest Rate Protection Services – FOR – Credit Facilities plus U.S. Cash Management Services – FOR – Aegis Media Americas $100,000,000 Letter of Credit – FOR – $36,500,000 $275,000,000 Credit Facilities, plus Cash Management, Deposit, Interest-Rate Risk Management and Trade Services Acquisition Credit Facility, Agent and Lead Bank, plus Cash Management Services – FOR – – FOR – Genesis Worldwide II d/b/a $250,000,000 $18,400,000 Credit Facilities plus Cash Management, Deposit and Foreign Exchange Services Letter of Credit and Interest-Rate Swap for tax-exempt bond transaction to fund new athletic center and other improvements at Credit Facility, agent, plus Interest-Rate Risk Management Services – FOR – – FOR – $54,200,000 $6,000,000 $32,000,000 Construction Loan, Agent and Lead Bank, for Parc Huron luxury apartment tower plus Deposit and Interest-Rate Risk Management Services Credit Facilities and Acquisition Financing plus Cash Management and Corporate Credit Card Services Line of Credit for Working Capital and Term Financing plus Cash Management, Foreign Exchange, Interest-Rate Risk Management and Lease Financing Services – TO – – FOR – – FOR – $11,500,000 $80,000,000 $6,862,000 Lines of Credit plus Cash Management and Interest-Rate Risk Management Services Acquisition Credit Facility, Agent and Lead Bank, plus Cash Management, Deposit and Interest-Rate Risk Management Services Credit Facilities plus Interest Rate Risk Management Services – FOR – – FOR – – FOR – The ENT Center of Rhode Island, LLC $3,225,000 Construction Loan for Cold-Storage Warehouse – FOR – Working Capital Facility plus Cash Management, Deposit and Foreign Exchange Services – TO – $8,250,000 Letter of Credit for Bond Financing – FOR – One Citizens Plaza Providence, Rhode Island 02903 Our Credo Customers Treat the customer the way we would enjoy being treated all the time. Citizens Financial Group’s Annual Report is printed on Environment® Paper. This 100 percent recycled paper reduces solid waste disposal and lessens landfill dependency. By utilizing this paper: Colleagues Do what it takes to make our company the best place to work in the world. • 300 trees were preserved for the future. Community Show that we care deeply about the community and the environment. Conduct ourselves ethically at all times as we deliver for our shareholders. •8 66 pounds of waterborne waste were not created. •2 12,520,400 BTUs of energy were conserved. •1 4,101 pounds of solid waste were not generated. •1 27,450 gallons of wastewater flow were saved. •2 7,765 net pounds of greenhouse gases were prevented from forming. CFG2008 *See the full Credo on p. 19.
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