OREANDA-NEWS. Fitch Ratings expects to assign a 'BB-' rating to Citizens Financial Group's (CFG) \$250 million non-cumulative perpetual preferred issuance. The final size and pricing of the proposed issuance will be determined at the time of issuance.

Dividends will be payable at a fixed rate per annum from the original issue date to, but excluding, April 6, 2020 and thereafter at a floating rate per annum. The proceeds will be used to repurchase common stock directly from CFG's parent company, the RBS Group, or for general corporate purposes.

KEY RATING DRIVERS - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

The hybrid instrument is rated five notches lower than CFG's viability rating of 'bbb+' in accordance with Fitch's criteria 'Global Bank Rating Criteria' dated March 20, 2015. The preferred stock rating includes two notches for loss severity given these securities deep subordination in the capital structure, and three notches for non-performance given that the coupon of the securities is non-cumulative and fully discretionary.

RATING SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

CFG's preferred issuances are sensitive to changes in CFG's VR, and would move in tandem with any changes to CFG's VR. For more information, please see CFG's most recent press release.

The following rating expects to be assigned.

Citizens Financial Group, Inc.
--Non-cumulative preferred at 'BB- (EXP)'.