8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 16, 2021

CITIZENS FINANCIAL GROUP, INC.

 (Exact name of the registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

         One Citizens Plaza

          Providence, RI                                  02903

    (Address of principal executive offices)                        (Zip Code)

Registrant’s telephone number, including area code: (401) 456-7000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	CFG	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	CFG PrD	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 2.02   Results of Operations and Financial Condition.

On April 16, 2021, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2021 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

For the benefit of investors, the Company has posted on its website an investor presentation in connection with its earnings conference call. A copy of the investor presentation is being furnished as Exhibit 99.2.

The information in this Form 8-K and Exhibits attached hereto are being furnished pursuant to Items 2.02 and 7.01, respectively, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall this information be deemed incorporated by reference into any filings under the Securities Act of 1933, as amended.

Item 9.01   Financial Statements and Exhibits.

	Exhibit Number	Description
(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated April 16, 2021
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued April 16, 2021
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2021
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CITIZENS FINANCIAL GROUP, INC.
By:	/s/ John F. Woods
	John F. Woods
	Vice Chairman and Chief Financial Officer

Date:  April 16, 2021

EX-99.1

Citizens Financial Group, Inc. Reports First Quarter 2021 Net Income of

$611 millionand EPS of $1.37

Underlying Net Income of $626 million and EPS of $1.41*

	Key Financial Data	1Q21			4Q20			1Q20			First Quarter 2021 Key Highlights
Income Statement	($s in millions)										■Underlying ROTCE of 17.6% and underlying EPS of $1.41 reflects strength across our fee businesses and strong credit results ■Underlying PPNR of $661 million down from record levels –Reflects lower mortgage revenue given tightening gain-on-sale margins –Strength in Capital Markets, record results in Wealth, and well-controlled expenses ■Net interest margin of 2.76% up slightly QoQ –Interest-bearing deposit costs of 20 bps, down 7 bps QoQ ■Negative provision for credit losses of $140 million reflects strong credit results and improving macroeconomic outlook ■Returned $262 million to shareholders, including share repurchases and common dividends ■LDR improved to 80.7%, down 290 bps QoQ ■Strong capital position with CET1 at 10.1% ■TBV/share of $32.79 increased 3% YoY
	Total revenue	$	1,659		$	1,707		$	1,657
	Pre-provision profit	641			695			645
	Underlying pre-provision profit	661			737			678
	Provision for credit losses	(140)			124			600
	Net income	611			456			34
	Underlying net income	626			480			59
Balance Sheet & Credit Quality	($s in billions)
	Period end loans and leases	$	122.2		$	123.1		$	127.5
	Average loans and leases	122.8			123.5			121.1
	Period-end deposits	151.3			147.2			133.5
	Average deposits	146.6			145.3			126.6
	Period-end loans-to-deposit ratio	80.7		%	83.6		%	95.5		%
	ACL to loans ratio	1.94			2.17			1.73
	ACL to loans ratio, ex. PPP	2.03			2.24			1.73
	NCO ratio	0.52		%	0.61		%	0.46		%
Financial Metrics	Diluted EPS	$	1.37		$	0.99		$	0.03
	Underlying EPS	1.41			1.04			0.09
	ROTCE	17.2		%	12.2		%	0.4		%
	Underlying ROTCE	17.6			12.9			1.1
	Net interest margin, FTE	2.76			2.75			3.10
	Efficiency ratio	61			59			61
	Underlying efficiency ratio	60			57			59
	CET1	10.1		%	10.0		%	9.4		%
	TBV/Share	$	32.79		$	32.72		$	31.97

Comments from Chairman and CEO Bruce Van Saun

“We are pleased to get off to strong start to 2021, with strength in our fee businesses, good balance sheet management and excellent performance on credit,” said Chairman and CEO Bruce Van Saun. “We are making good strides in our digital and next generation technology initiatives, and maintain a confident outlook for the balance of the year. While we increasingly see positive signs that the economy is improving rapidly and that life is returning to normal, we remain focused on continuing to assist those companies and individuals most impacted by the pandemic and lockdowns.”

Citizens also announced today that its board of directors declared a second quarter 2021 common stock dividend of $0.39 per share. The dividend is payable on May 13, 2021 to shareholders of record at the close of business on April 29, 2021.

*References in this release to “Underlying” results exclude notable items and are Non-GAAP Financial Measures. Where there is a reference to “Underlying” or “excluding elevated cash” results in a paragraph, all measures that follow these references are on the same basis. Additional information regarding the impact of notable items, elevated cash balances and Acquisitions on our results is described in this release. Please see the end of this release for important information on our use of Non-GAAP Financial Measures, and their reconciliation to GAAP financial measures. References in this release to balance sheet items are on an average basis and loans exclude loans held for sale (“LHFS”) unless otherwise noted. References to net interest margin are on a fully taxable equivalent (“FTE”) basis and all references to earnings per share represent fully diluted per common share.  References to consolidated and/or commercial loans, loan growth, nonaccrual loans and allowance for loan losses include leases. The "Company" refers to Citizens. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

Citizens Financial Group, Inc.

Discussion of results:

Net interest income										1Q21 change from
($s in millions)	1Q21			4Q20			1Q20			4Q20					1Q20
										$/bps			%		$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,085		$	1,125		$	1,326		$	(40)		(4)	%	$	(241)		(18)	%
Investment securities	128			121			147			7			6		(19)			(13)
Interest-bearing deposits in banks	3			3			5			—			—		(2)			(40)
Total interest income	$	1,216		$	1,249		$	1,478		$	(33)		(3)	%	$	(262)		(18)	%
Interest expense:
Deposits	$	50		$	69		$	227		$	(19)		(28)	%	$	(177)		(78)	%
Short-term borrowed funds	—			1			1			(1)			(100)		(1)			(100)
Long-term borrowed funds	49			50			90			(1)			(2)		(41)			(46)
Total interest expense	$	99		$	120		$	318		$	(21)		(18)	%	$	(219)		(69)	%
Net interest income	$	1,117		$	1,129		$	1,160		$	(12)		(1)	%	$	(43)		(4)	%
Net interest margin, FTE	2.76		%	2.75		%	3.10		%	1		bp			(34)		bps

First quarter 2021 vs. fourth quarter 2020

Net interest income of $1.1 billion decreased 1% given lower day count, with broadly stable net interest margin and loans.

•Net interest margin of 2.76% increased 1 basis point reflecting improved funding mix and deposit pricing and a steepening yield curve, largely offset by lower earning-asset yields. Interest-bearing deposit costs are down 7 basis points to 20 basis points.

•Excluding the impact of elevated cash balances, net interest margin was 2.92% for first quarter 2021, stable with fourth quarter 2020.

First quarter 2021 vs. first quarter 2020

Net interest income of $1.1 billion decreased 4% with 9% growth in interest-earning assets, including the addition of PPP loans, and lower net interest margin.

•Net interest margin of 2.76% decreased 34 basis points, primarily reflecting the impact of a lower rate environment (27 basis points), lower interest-earning asset yields (11 basis points) and elevated cash balances (16 basis points) given strong deposit flows, partially offset by improved funding mix and deposit pricing (23 basis points).

2

Citizens Financial Group, Inc.

Noninterest Income							1Q21 change from
($s in millions)	1Q21		4Q20		1Q20		4Q20				1Q20
							$		%		$		%
Mortgage banking fees	$	165	$	193	$	159	$	(28)	(15)	%	$	6	4	%
Service charges and fees	99		104		118		(5)		(5)		(19)		(16)
Capital markets fees	81		88		43		(7)		(8)		38		88
Card fees	55		56		56		(1)		(2)		(1)		(2)
Trust and investment services fees	58		52		53		6		12		5		9
Letter of credit and loan fees	38		38		34		—		—		4		12
Foreign exchange and interest rate products	28		35		24		(7)		(20)		4		17
Securities gains, net	3		—		—		3		100		3		100
Other income(1)	15		12		10		3		25		5		50
Noninterest income	$	542	$	578	$	497	$	(36)	(6)	%	$	45	9	%
1) Other income includes bank-owned life insurance and other income.

First quarter 2021 vs. fourth quarter 2020

Noninterest income of $542 million decreased $36 million, or 6%, from $578 million in fourth quarter 2020.

•Mortgage banking fees declined $28 million, or 15%, given lower gain-on-sale margins, reflecting increased industry capacity and heightened competition, partially offset by favorable mortgage servicing rights hedging results. Production volumes remained near record levels.

•Service charges and fees decreased $5 million, reflecting a reduction in overdraft fees tied to higher consumer deposit balances, driven by government stimulus and seasonal impacts.

•Capital markets fees remained strong but declined $7 million from record levels, driven by lower M&A advisory fees, partially offset by an increase in debt and equity underwriting fees.

•Record trust and investment services fees, up $6 million, reflecting an increase in assets under management from strong net inflows and higher equity market levels.

•Foreign exchange and interest rate products revenue decreased by $7 million, driven by a reduction in client interest rate hedging as a result of less lending activity and lower volatility.

First quarter 2021 vs. first quarter 2020

Noninterest income of $542 million increased $45 million, or 9%, reflecting:

•Growth in mortgage banking fees, up $6 million, given higher production revenue.

•Service charges and fees decreased $19 million, reflecting COVID-19 impacts on overdraft fees.

•Strong capital market fees, up $38 million, driven by higher underwriting revenue and M&A advisory fees, as well as the impact of a $21 million mark-to-market loss on loan trading assets in first quarter 2020.

•Record trust and investment services fees, up $5 million, reflecting an increase in assets under management from strong net inflows and higher equity market levels.

3

Citizens Financial Group, Inc.

Noninterest Expense							1Q21 change from
($s in millions)	1Q21		4Q20		1Q20		4Q20				1Q20
							$		%		$		%
Salaries and employee benefits	$	548	$	537	$	549	$	11	2	%	$	(1)	—	%
Equipment and software	152		141		133		11		8		19		14
Outside services	139		148		135		(9)		(6)		4		3
Occupancy	88		84		84		4		5		4		5
Other operating expense	91		102		111		(11)		(11)		(20)		(18)
Noninterest expense	$	1,018	$	1,012	$	1,012	$	6	1	%	$	6	1	%
Notable items	$	20	$	42	$	33	$	(22)	(52)	%	$	(13)	(39)	%
Underlying, as applicable
Salaries and employee benefits	$	548	$	519	$	539	$	29	6	%	$	9	2	%
Equipment and software	148		140		132		8		6		16		12
Outside services	132		131		117		1		1		15		13
Occupancy	79		78		80		1		1		(1)		(1)
Other operating expense	91		102		111		(11)		(11)		(20)		(18)
Underlying noninterest expense	$	998	$	970	$	979	$	28	3	%	$	19	2	%

First quarter 2021 vs. fourth quarter 2020

Noninterest expense of $1.0 billion remained broadly stable. On an Underlying basis, noninterest expense of $998 million increased $28 million, or 3%, reflecting seasonally higher salaries and employee benefits. Other operating expense declined primarily reflecting lower advertising costs.

The effective tax rate was 21.8%. On an Underlying basis, the effective tax rate of 21.8% compares with 21.7% in fourth quarter 2020.

First quarter 2021 vs. first quarter 2020

Noninterest expense of $1.0 billion remains well-controlled. On an Underlying basis, noninterest expense of $998 million increased by $19 million, or 2%, reflecting higher outside services largely tied to growth initiatives and higher equipment and software expense driven by increased technology spend. Salaries and employee benefits increased, reflecting higher revenue-based compensation. These results were partially offset by a decrease in other operating expense related mainly to lower travel and advertising costs.

On an Underlying basis, the effective tax rate of 21.8% reflects the benefit of tax-advantaged investments, and higher income relative to a rate of 24.5% in first quarter 2020.

4

Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										1Q21 change from
($s in millions)	1Q21			4Q20			1Q20			4Q20					1Q20
										$/bps			%		$/bps			%
Total assets	$	187,217		$	183,349		$	176,719		$	3,868		2	%	$	10,498		6	%
Total loans and leases	122,195			123,090			127,528			(895)			(1)		(5,333)			(4)
Total loans held for sale	4,379			4,003			3,261			376			9		1,118			34
Deposits	151,349			147,164			133,475			4,185			3		17,874			13
Stockholders' equity	22,653			22,673			21,950			(20)			—		703			3
Stockholders' common equity	20,688			20,708			20,380			(20)			—		308			2
Tangible common equity	$	13,964		$	13,979		$	13,639		$	(15)		—	%	$	325		2	%
Loan-to-deposit ratio (period-end)(2)	80.7		%	83.6		%	95.5		%	(290)		bps			(1,480)		bps
Loans to deposit ratio (average)(2)	83.8			85.0			95.6			(122)					(1,183)
Common equity tier 1 capital ratio(3)	10.1			10.0			9.4
Total capital ratio(3)	13.4		%	13.4		%	12.5		%
1) Represents period end unless otherwise noted.
2) Excludes loans held for sale.
3) Current reporting period regulatory capital ratios are preliminary.

First quarter 2021 vs. fourth quarter 2020

Total assets of $187.2 billion at March 31, 2021 increased $3.9 billion, or 2%, as elevated liquidity drove a $1.8 billion increase in cash held in interest-bearing deposits and a $1.3 billion increase in investments.

First quarter 2021 vs. first quarter 2020

Total assets of $187.2 billion at March 31, 2021 increased $10.5 billion, or 6%, as elevated liquidity allowed for a $9.1 billion, or 52%, decrease in borrowed funds and drove a $10.7 billion increase in cash held in interest-bearing deposits, and a $1.8 billion increase in investments. This was partially offset by a $4.2 billion decrease in loans and loans held for sale driven by repayments of pandemic-related line of credit usage in first quarter 2020 and net payoffs in commercial loans.

Interest-earning assets							1Q21 change from
($s in millions)	1Q21		4Q20		1Q20		4Q20				1Q20
Period-end interest-earning assets							$		%		$		%
Investments	$	28,138	$	26,847	$	26,352	$	1,291	5	%	$	1,786	7	%
Interest-bearing deposits in banks	13,851		12,002		3,183		1,849		15	%	10,668		NM
Commercial loans and leases	60,413		60,793		66,032		(380)		(1)		(5,619)		(9)
Retail loans	61,782		62,297		61,496		(515)		(1)		286		—
Total loans and leases	122,195		123,090		127,528		(895)		(1)		(5,333)		(4)
Loans held for sale, at fair value	4,304		3,564		2,911		740		21		1,393		48
Other loans held for sale	75		439		350		(364)		(83)		(275)		(79)
Total loans and leases and loans held for sale	126,574		127,093		130,789		(519)		—		(4,215)		(3)
Total period-end interest-earning assets	$	168,563	$	165,942	$	160,324	$	2,621	2	%	$	8,239	5	%
Average interest-earning assets
Investments	$	27,034	$	25,474	$	25,343	$	1,560	6	%	$	1,691	7	%
Interest-bearing deposits in banks	10,861		11,303		1,859		(442)		(4)	%	9,002		NM
Commercial loans and leases	60,877		61,515		59,510		(638)		(1)		1,367		2
Retail loans	61,970		61,946		61,545		24		—		425		1
Total loans and leases	122,847		123,461		121,055		(614)		—		1,792		1
Loans held for sale, at fair value	3,254		3,185		1,890		69		2		1,364		72
Other loans held for sale	385		110		799		275		250		(414)		(52)
Total loans and leases and loans held for sale	126,486		126,756		123,744		(270)		—		2,742		2
Total average interest-earning assets	$	164,381	$	163,533	$	150,946	$	848	1	%	$	13,435	9	%

5

Citizens Financial Group, Inc.

First quarter 2021 vs. fourth quarter 2020

Period-end interest-earning assets of $168.6 billion increased $2.6 billion, or 2%, as elevated liquidity drove a $1.8 billion increase in cash held in interest-bearing deposits and a $1.3 billion increase in investments. These results were partially offset by a $519 million decrease in total loans and loans held for sale.

Average interest-earning assets of $164.4 billion were up $848 million, reflecting a $1.6 billion increase in investments, largely offset by a $638 million decrease in commercial loans driven by payoffs and a $442 million decrease in cash held in interest-bearing deposits.

The average effective duration of the securities portfolio was 4.7 years compared with 2.7 years at December 31, 2020, reflecting lower expected prepayment speeds given the increase in long-term rates.

First quarter 2021 vs. first quarter 2020

Period-end interest-earning assets of $168.6 billion increased $8.2 billion, or 5%, as elevated liquidity allowed for a $9.1 billion decrease in borrowed funds, and drove a $10.7 billion increase in cash held in interest-bearing deposits, and a $1.8 billion increase in investments. This was partially offset by a $4.2 billion decrease in loans and loans held for sale primarily driven by repayments of pandemic-related line of credit usage in first quarter 2020 and net payoffs in commercial loans.

The average effective duration of the securities portfolio of 4.7 years increased from 2.1 years at March 31, 2020, reflecting reduced prepayment speeds given an increase in long-term rates.

Average interest-earning assets of $164.4 billion increased $13.4 billion, or 9%, as elevated liquidity allowed for a $6.2 billion decrease in borrowed funds, and drove a $9.0 billion increase in cash held in interest-bearing deposits, and a $1.7 billion increase in investments. Loans and loans held for sale increased $2.7 billion, or 2%, with a $1.4 billion increase in commercial reflecting $4.8 billion of PPP loans, largely offset by line of credit repayments and net payoffs. Retail loans increased $425 million driven by growth in education and residential mortgage, partially offset by decreases in home equity and other retail given run off of personal unsecured installment loans. Loans held for sale increased $950 million given increased mortgage originations.

Deposits							1Q21 change from
($s in millions)	1Q21		4Q20		1Q20		4Q20				1Q20
Period-end deposits							$		%		$		%
Demand deposits	$	46,067	$	43,831	$	32,398	$	2,236	5	%	$	13,669	42	%
Checking with interest	26,883		27,204		25,358		(321)		(1)		1,525		6
Savings	19,634		18,044		14,702		1,590		9		4,932		34
Money market accounts	51,074		48,569		42,972		2,505		5		8,102		19
Term deposits	7,691		9,516		18,045		(1,825)		(19)		(10,354)		(57)
Total period-end deposits	$	151,349	$	147,164	$	133,475	$	4,185	3	%	$	17,874	13	%
Average deposits
Demand deposits	$	43,814	$	42,411	$	29,362	$	1,403	3	%	$	14,452	49	%
Checking with interest	26,116		26,432		24,612		(316)		(1)		1,504		6
Savings	18,611		17,566		14,201		1,045		6		4,410		31
Money market accounts	49,536		48,667		39,839		869		2		9,697		24
Term deposits	8,572		10,191		18,616		(1,619)		(16)		(10,044)		(54)
Total average deposits	$	146,649	$	145,267	$	126,630	$	1,382	1	%	$	20,019	16	%

First quarter 2021 vs. fourth quarter 2020

Total period-end deposits of $151.3 billion increased$4.2 billion, or 3%, reflecting growth in money market accounts, demand deposits, and savings given strong deposit flows from consumer-oriented government stimulus, partially offset by a decline in term deposits and checking with interest.

6

Citizens Financial Group, Inc.

Citizens Access® deposits were $5.3 billion at March 31, 2021, down from $5.9 billion at December 31, 2020, primarily due to rate reduction strategies that resulted in a decrease in term deposits.

Average deposits of $146.6 billion increased$1.4 billion, or 1%, as growth in demand deposits, savings and money market accounts was partially offset by decreases in term deposits and checking with interest.

First quarter 2021 vs. first quarter 2020

Total period-end deposits of $151.3 billion increased$17.9 billion, or 13%, as a result of government stimulus and clients building liquidity given COVID-19 disruption. Growth in demand deposits, money market accounts, savings and checking with interest was partially offset by a decrease in term deposits.

Average deposits of $146.6 billion increased$20.0 billion, or 16%, reflecting an increase in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

Borrowed Funds							1Q21 change from
($s in millions)	1Q21		4Q20		1Q20		4Q20				1Q20
Period-end borrowed funds							$		%		$		%
Short-term borrowed funds	$	70	$	243	$	1,059	$	(173)	(71)	%	$	(989)	(93)	%
Long-term borrowed funds
FHLB advances	19		19		8,007		—		—		(7,988)		(100)
Senior debt	6,714		6,740		6,775		(26)		—		(61)		(1)
Subordinated debt and other debt	1,583		1,587		1,655		(4)		—		(72)		(4)
Total borrowed funds	$	8,386	$	8,589	$	17,496	$	(203)	(2)	%	$	(9,110)	(52)	%
Average borrowed funds
Short-term borrowed funds	$	150	$	232	$	644	$	(82)	(35)	%	$	(494)	(77)	%
Long-term borrowed funds
FHLB advances	19		19		5,138		—		—		(5,119)		(100)
Senior debt	6,732		6,845		7,263		(113)		(2)		(531)		(7)
Subordinated debt and other debt	1,585		1,586		1,656		(1)		—		(71)		(4)
Total average borrowed funds	$	8,486	$	8,682	$	14,701	$	(196)	(2)	%	$	(6,215)	(42)	%

First quarter 2021 vs. fourth quarter 2020

•Period-end total borrowed funds decreased modestly, reflecting the paydown of short-term borrowings.

•Average total borrowed funds decreased modestly, reflecting the paydown of senior debt and short-term borrowings.

First quarter 2021 vs. first quarter 2020

•Period-end borrowed funds declined $9.1 billion, or 52%, as strong customer deposit inflows allowed for significantly lower levels of FHLB advances. Results also reflect the paydown of senior debt and short-term borrowed funds.

•Average borrowed funds declined $6.2 billion, or 42%, as strong customer deposit inflows allowed for significantly lower levels of FHLB advances. Results also reflect the paydown of senior debt and short-term borrowings.

7

Citizens Financial Group, Inc.

Capital										1Q21 change from
($s and shares in millions, except per share data)	1Q21			4Q20			1Q20			4Q20				1Q20
Period-end capital										$		%		$		%
Stockholders' equity	$	22,653		$	22,673		$	21,950		$	(20)	—	%	$	703	3	%
Stockholders' common equity	20,688			20,708			20,380			(20)		—		308		2
Tangible common equity	13,964			13,979			13,639			(15)		—		325		2
Tangible book value per common share	$	32.79		$	32.72		$	31.97		$	0.07	—		$	0.82	3
Common shares - at end of period	425.9			427.2			426.6			(1.3)		—		(0.7)		—
Common shares - average (diluted)	427.9			428.9			429.4			(1)		—	%	(1.5)		—	%
Common equity tier 1 capital ratio(1)	10.1		%	10.0		%	9.4		%
Total capital ratio(1)	13.4			13.4			12.5
Tier 1 leverage ratio(1)	9.5		%	9.4		%	9.6		%
1) Current reporting-period regulatory capital ratios are preliminary.

First quarter 2021

•At March 31, 2021, our Basel III capital ratios continued to strengthen, with a CET1 capital ratio of 10.1% compared with 10.0% at December 31, 2020 and 9.4% at March 31, 2020.

•Total capital ratio of 13.4% compared with 13.4% at December 31, 2020 and 12.5% as of March 31, 2020.

•Tangible book value per common share of $32.79 increased slightly compared with fourth quarter 2020 and increased 3.0% from first quarter 2020.

•Citizens returned $262 million to common shareholders in first quarter 2021, including share repurchases and common dividends. This compares with $168 million in dividends to common shareholders in fourth quarter 2020 and total capital of $438 million returned to shareholders in first quarter 2020, including share repurchases and common dividends.

Credit quality review										1Q21 change from
($s in millions)	1Q21			4Q20			1Q20			4Q20					1Q20
										$/bps			%		$/bps			%
Nonaccrual loans and leases	$	1,008		$	1,019		$	780		$	(11)		(1)	%	$	228		29	%
90+ days past due and accruing	46			62			27			(16)			(26)		19			70
Net charge-offs	158			190			137			(32)			(17)		21			15
Provision for credit losses	(140)			124			600			(264)			NM		(740)			NM
Allowance for credit losses	$	2,372		$	2,670		$	2,210		$	(298)		(11)	%	162			7	%
Nonaccrual loans and leases to loans and leases	0.82		%	0.83		%	0.61		%	(1)		bps			21		bps
Net charge-offs as a % of total loans and leases	0.52			0.61			0.46			(9)					6
Allowance for credit losses to loans and leases	1.94			2.17			1.73			(23)					21
Allowance for credit losses to nonaccrual loans and leases	235.4		%	262.0		%	283.5		%	(2,660)		bps			(4,806)		bps

First quarter 2021 vs. fourth quarter 2020

•Nonaccrual loans of $1 billion decreased $11 million, or 1%, from the fourth quarter 2020, reflecting a $76 million decrease in commercial given charge-offs, loan sale activity and repayments, and a $65 million increase in retail as loans exit forbearance.

•The nonaccrual loans to total loans ratio of 0.82% was stable with 0.83% at December 31, 2020.

•Net charge-offs were 52 basis points of average loans and leases, down from 61 basis points.

•Net charge-offs of $158 million decreased $32 million driven by commercial. First quarter 2021 commercial results include one large charge-off related to a financial sponsor.

8

Citizens Financial Group, Inc.

•Negative provision for credit losses of $140 million was primarily associated with the release of reserves reflecting strong credit performance across the consumer and commercial loan portfolios and improvement in the macroeconomic outlook. Fourth quarter 2020provision for credit losses was $124 million.

•Allowance for credit losses ratio of 1.94%, or 2.03% before the impact of PPP loans, compares with 2.17% as of December 31, 2020, or 2.24% before the impact of PPP loans.

•The allowance for credit losses to nonaccrual loans and leases ratio of 235% compares with 262% as of December 31, 2020.

First quarter 2021 vs. first quarter 2020

•Nonaccrual loans increased $228 million, or 29%, driven by a $68 million increase in commercial and a $160 million increase in retail, largely reflecting COVID-19 impacts.

•The nonaccrual loans to total loans ratio of 0.82% increased from 0.61% at March 31, 2020.

•Net charge-offs of $158 million increased $21 million reflecting an increase in commercial, driven by commercial real estate as a result of COVID-19 impacts, partially offset by reduction in retail given the impact of forbearance.

•Net charge-offs of 52 basis points of average loans and leases compares with46 basis points in first quarter 2020.

•Negative provision for credit losses of $140 million compares with a $600 million expense in first quarter 2020, reflecting strong credit performance across the consumer and commercial loan portfolios and improvement in the macroeconomic outlook.

•Allowance for credit losses of $2.4 billion compares with $2.2 billion at March 31, 2020. Allowance for credit losses ratio of 1.94% as of March 31, 2021, or 2.03% before the impact of PPP loans, compares with 1.73% as of March 31, 2020.

•The allowance for credit losses to nonaccrual loans and leases ratio of 235% compares with 283% as of March 31, 2020.

9

Citizens Financial Group, Inc.

Earnings highlights:

	Quarterly Trends
										1Q21 change from
($s in millions, except per share data)	1Q21			4Q20			1Q20			4Q20					1Q20
Earnings										$/bps			%		$/bps			%
Net interest income	$	1,117		$	1,129		$	1,160		$	(12)		(1)	%	$	(43)		(4)	%
Noninterest income	542			578			497			(36)			(6)		45			9
Total revenue	1,659			1,707			1,657			(48)			(3)		2			—
Noninterest expense	1,018			1,012			1,012			6			1		6			1
Pre-provision profit	641			695			645			(54)			(8)		(4)			(1)
Provision for credit losses	(140)			124			600			(264)			NM		(740)			NM
Net income	611			456			34			155			34		577			NM
Preferred dividends	23			32			22			(9)			(28)		1			5
Net income available to common stockholders	$	588		$	424		$	12		$	164		39 %		$	576		NM
After-tax notable Items	15			24			25			(9)			(38)		(10)			(40)
Underlying net income	$	626		$	480		$	59		$	146		30 %		$	567		NM
Underlying net income available to common stockholders	$	603		$	448		$	37		$	155		35 %		$	566		NM
Average common shares outstanding
Basic (in millions)	426.0			427.1			427.7			(1.1)			—		(1.8)			—
Diluted (in millions)	427.9			428.9			429.4			(1.0)			—		(1.5)			—
Diluted earnings per share	$	1.37		$	0.99		$	0.03		$	0.38		38 %		$	1.34		NM
Underlying diluted earnings per share	$	1.41		$	1.04		$	0.09		$	0.37		36 %		$	1.32		NM
Performance metrics
Net interest margin	2.75		%	2.75		%	3.09		%	—		bps			(34)		bps
Net interest margin, FTE	2.76			2.75			3.10			1					(34)
Effective income tax rate	21.8			20.2			24.1			160					(237)
Efficiency ratio	61			59			61			207					25
Underlying efficiency ratio	60			57			59			336					111
Return on average common equity	11.6			8.2			0.2			337					1,133
Return on average tangible common equity	17.2			12.2			0.4			497					1,681
Underlying return on average tangible common equity	17.6			12.9			1.1			470					1,649
Return on average total assets	1.36			1.00			0.08			36					128
Underlying return on average total tangible assets	1.44		%	1.10		%	0.15		%	34		bps			129		bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio	10.1		%	10.0		%	9.4		%
Total capital ratio	13.4			13.4			12.5
Tier 1 leverage ratio	9.5			9.4			9.6
Allowance for credit losses to loans and leases	1.94		%	2.17		%	1.73		%	(23)		bps			21		bps
Asset quality(2)
Nonaccrual loans and leases to loans and leases	0.82		%	0.83		%	0.61		%	(1)		bps			21		bps
Allowance for credit losses to nonaccrual loans and leases	235			262			283			(2,660)					(4,806)
Net charge-offs as a % of average loans and leases	0.52		%	0.61		%	0.46		%	(9)		bps			6		bps

1) Current reporting-period regulatory capital ratios are preliminary.

2) Capital adequacy and asset-quality ratios calculated on a period-end basis, except net charge-offs.

10

Citizens Financial Group, Inc.

The following table provides information on Underlying results which exclude the impact of notable items.

Underlying results:

	Quarterly Trends
										1Q21 change from
($s in millions, except per share data)	1Q21			4Q20			1Q20			4Q20		1Q20
Net interest income	$	1,117		$	1,129		$	1,160		(1)	%	(4)	%
Noninterest income	542			578			497			(6)		9
Total revenue	$	1,659		$	1,707		$	1,657		(3)	%	—	%
Noninterest expense	1,018			1,012			1,012			1		1
Notable items	20			42			33			(52)		(39)
Underlying noninterest expense	$	998		$	970		$	979		3	%	2	%
Underlying pre-provision profit	661			737			678			(10)		(3)
Provision for credit losses	(140)			124			600			NM		NM
Net income available to common stockholders	588			424			12			39		NM
Underlying net income available to common stockholders	$	603		$	448		$	37		35	%	NM
Performance metrics
Diluted EPS	$	1.37		$	0.99		$	0.03		38	%	NM
Underlying EPS	$	1.41		$	1.04		$	0.09		36	%	NM
Efficiency ratio	61		%	59		%	61		%	207	bps	25	bps
Underlying efficiency ratio	60			57			59			336		111
Return on average tangible common equity	17.2			12.2			0.4			497		1,681
Underlying return on average tangible common equity	17.6		%	12.9		%	1.1		%	470	bps	1,649	bps
Operating leverage										(3.4)	%	(0.4)	%
Underlying operating leverage										(5.8)	%	(1.9)	%

11

Citizens Financial Group, Inc.

Notable items:

First quarter 2021, fourth quarter 2020 and first quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. The 2020 results also reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company ("FAMC") acquisition. These notable items have been excluded from reported results to better reflect Underlying operating results. Cumulative after-tax integration costs related to the FAMC acquisition totaled $34 million through the end of first quarter 2021.

Notable items - integration costs	1Q21				4Q20				1Q20				Cumulative after-tax integration costs
($s in millions, except per share data)	Pre-tax		After-tax		Pre-tax		After-tax		Pre-tax		After-tax		FAMC		Other		Total
Noninterest income	$	—	$	—	$	—	$	—	$	—	$	—	$	(3)	$	—	$	(3)
Salaries & benefits	$	—	$	—	$	—	$	—	$	—	$	—	$	(10)	$	—	$	(10)
Equipment and software	—		—		—		—		(1)		(1)		(3)		—		(3)
Outside services	—		—		(2)		(2)		(3)		(2)		(15)		(6)		(21)
Occupancy	—		—		—		—		—		—		(1)		—		(1)
Other expense	—		—		—		—		—		—		(2)		—		(2)
Noninterest expense	$	—	$	—	$	(2)	$	(2)	$	(4)	$	(3)	$	(31)	(6)		$	(37)
Total Integration Costs	$	—	$	—	$	(2)	$	(2)	$	(4)	$	(3)	$	(34)	$	(6)	$	(40)
Other notable items - primarily tax and TOP	1Q21				4Q20				1Q20
($s in millions, except per share data)	Pre-tax		After-tax		Pre-tax		After-tax		Pre-tax		After-tax
Tax notable items	$	—	$	—	$	—	$	7	$	—	$	—
Other notable items- TOP & other actions
Noninterest income
Salaries & benefits	—		—		(18)		(14)		(10)		(7)
Equipment and software	(4)		(3)		(1)		—		—		—
Outside services	(7)		(5)		(15)		(11)		(15)		(12)
Occupancy	(9)		(7)		(6)		(4)		(4)		(3)
Other expense	—		—		—		—		—		—
Noninterest expense	$	(20)	$	(15)	$	(40)	$	(29)	$	(29)	$	(22)
Total Other Notable Items	$	(20)	$	(15)	$	(40)	$	(22)	$	(29)	$	(22)
Total Notable Items	$	(20)	$	(15)	$	(42)	$	(24)	$	(33)	$	(25)
EPS Impact			$	(0.04)			$	(0.05)			$	(0.06)

12

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

Investors are encouraged to review the foregoing summary and discussion of Citizens’ earnings and financial condition in conjunction with the detailed financial tables and other information available on the Investor Relations portion of the company’s website at www.citizensbank.com/about-us.

Media:    Peter Lucht - 781.655.2289

Investors: Kristin Silberberg - 203.900.6854

Conference Call

CFG management will host a live conference call today with details as follows:

Time:    8:00 am ET

Dial-in: (877) 336-4437, conference ID 520839

Webcast/Presentation: The live webcast will be available at http://investor.citizensbank.com under Events & Presentations.

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on April 16, 2021 through May 16, 2021. Please dial (866) 207-1041 and enter access code 3514004. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.2 billion in assets as of March 31, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

13

Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations

(in millions, except share, per-share and ratio data)

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures denoted as Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The following tables present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

14

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
						1Q21 Change
		1Q21	4Q20		1Q20	4Q20			1Q20
						$	%		$	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,659	$1,707		$1,657	($48)	(3	%)	$2	—	%
Less: Notable items		—	—		—	—	—		—	—
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,707	$—	$1,657	($48)	(3	%)	$2	—	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$1,018	$1,012		$1,012	$6	1	%	$6	1	%
Less: Notable items		20	42		33	(22)	(52)		(13)	(39)
Noninterest expense, Underlying (non-GAAP)	D	$998	$970		$979	$28	3	%	$19	2	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,659	$1,707		$1,657	($48)	(3	%)	$2	—	%
Less: Noninterest expense (GAAP)	C	1,018	1,012		1,012	6	1		6	1
Pre-provision profit (GAAP)		$641	$695		$645	($54)	(8	%)	($4)	(1	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,707		$1,657	($48)	(3	%)	$2	—	%
Less: Noninterest expense, Underlying (non-GAAP)	D	998	970		979	28	3		19	2
Pre-provision profit, Underlying (non-GAAP)		$661	$737		$678	($76)	(10	%)	($17)	(3	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$781	$571		$45	$210	37	%	$736	NM
Less: Expense before income tax benefit related to notable items		(20)	(42)		(33)	22	52		13	39
Income before income tax expense, Underlying (non-GAAP)	F	$801	$613		$78	$188	31	%	$723	NM
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$170	$115		$11	$55	48	%	$159	NM
Less: Income tax benefit related to notable items		(5)	(18)		(8)	13	72		3	38
Income tax expense, Underlying (non-GAAP)	H	$175	$133		$19	$42	32	%	$156	NM
Net income, Underlying:
Net income (GAAP)	I	$611	$456		$34	$155	34	%	$577	NM
Add: Notable items, net of income tax benefit		15	24		25	(9)	(38)		(10)	(40)
Net income, Underlying (non-GAAP)	J	$626	$480		$59	$146	30	%	$567	NM
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$588	$424		$12	$164	39	%	$576	NM
Add: Notable items, net of income tax benefit		15	24		25	(9)	(38)		(10)	(40)
Net income available to common stockholders, Underlying (non-GAAP)	L	$603	$448		$37	$155	35	%	$566	NM

15

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
								1Q21 Change
		1Q21		4Q20		1Q20		4Q20				1Q20
								$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,659		$1,707		$1,657		($48)		(2.86	%)	$2		0.07	%
Less: Noninterest expense (GAAP)	C	1,018		1,012		1,012		6		0.54		6		0.48
Operating leverage										(3.40	%)			(0.41	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659		$1,707		$1,657		($48)		(2.86	%)	$2		0.07	%
Less: Noninterest expense, Underlying (non-GAAP)	D	998		970		979		28		2.89		19		1.94
Operating leverage, Underlying (non-GAAP)										(5.75	%)			(1.87	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	61.35	%	59.28	%	61.10	%	207	bps			25	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	60.19		56.83		59.08		336	bps			111	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	21.76	%	20.16	%	24.13	%	160	bps			(237)	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	21.85		21.70		24.52		15	bps			(267)	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$20,611		$20,547		$20,223		$64		—	%	$388		2	%
Return on average common equity	K/M	11.57	%	8.20	%	0.24	%	337	bps			1,133	bps
Return on average common equity, Underlying (non-GAAP)	L/M	11.85		8.66		0.74		319	bps			1,111	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$20,611		$20,547		$20,223		$64		—	%	$388		2	%
Less: Average goodwill (GAAP)		7,050		7,050		7,046		—		—		4		—
Less: Average other intangibles (GAAP)		57		60		67		(3)		(5)		(10)		(15)
Add: Average deferred tax liabilities related to goodwill (GAAP)		379		377		374		2		1		5		1
Average tangible common equity	N	$13,883		$13,814		$13,484		$69		—	%	$399		3	%
Return on average tangible common equity	K/N	17.17	%	12.20	%	0.36	%	497	bps			1,681	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	17.59		12.89		1.10		470	bps			1,649	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$182,569		$181,061		$167,177		$1,508		1	%	$15,392		9	%
Return on average total assets	I/O	1.36	%	1.00	%	0.08	%	36	bps			128	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.39		1.05		0.14		34	bps			125	bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$182,569		$181,061		$167,177		$1,508		1	%	$15,392		9	%
Less: Average goodwill (GAAP)		7,050		7,050		7,046		—		—		4		—
Less: Average other intangibles (GAAP)		57		60		67		(3)		(5)		(10)		(15)
Add: Average deferred tax liabilities related to goodwill (GAAP)		379		377		374		2		1		5		1
Average tangible assets	Q	$175,841		$174,328		$160,438		$1,513		1	%	$15,403		10	%
Return on average total tangible assets	I/Q	1.41	%	1.04	%	0.09	%	37	bps			132	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.44		1.10		0.15		34	bps			129	bps

16

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
					1Q21 Change
		1Q21	4Q20	1Q20	4Q20			1Q20
					$/bps	%		$/bps	%
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	425,930,159	427,209,831	426,586,533	(1,279,672)	—	%	(656,374)	—	%
Common stockholders' equity (GAAP)		$20,688	$20,708	$20,380	($20)	—		$308	2
Less: Goodwill (GAAP)		7,050	7,050	7,050	—	—		—	—
Less: Other intangible assets (GAAP)		54	58	66	(4)	(7)		(12)	(18)
Add: Deferred tax liabilities related to goodwill (GAAP)		380	379	375	1	—		5	1
Tangible common equity	S	$13,964	$13,979	$13,639	($15)	—	%	$325	2	%
Tangible book value per common share	S/R	$32.79	$32.72	$31.97	$0.07	—	%	$0.82	3	%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	T	425,953,716	427,074,822	427,718,421	(1,121,106)	—	%	(1,764,705)	—	%
Average common shares outstanding - diluted (GAAP)	U	427,880,530	428,881,252	429,388,855	(1,000,722)	—		(1,508,325)	—
Net income per average common share - basic (GAAP)	K/T	$1.38	$0.99	$0.03	$0.39	39		$1.35	NM
Net income per average common share - diluted (GAAP)	K/U	1.37	0.99	0.03	0.38	38		1.34	NM
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.41	1.05	0.09	0.36	34		1.32	NM
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.41	1.04	0.09	0.37	36		1.32	NM

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

(in millions, except share, per-share and ratio data)

	QUARTERLY TRENDS
				1Q21 Change
	1Q21	4Q20	1Q20	4Q20			1Q20
				$/bps	%		$/bps	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$548	$537	$549	$11	2	%	($1)	—	%
Less: Notable items	—	18	10	(18)	(100)		(10)	(100)
Salaries and employee benefits, Underlying (non-GAAP)	$548	$519	$539	$29	6	%	$9	2	%
Equipment and software, Underlying:
Equipment and software(GAAP)	$152	$141	$133	$11	8	%	$19	14	%
Less: Notable items	4	1	1	3	NM		3	NM
Equipment and software, Underlying (non-GAAP)	$148	$140	$132	$8	6	%	$16	12	%
Outside services, Underlying:
Outside services (GAAP)	$139	$148	$135	($9)	(6	%)	$4	3	%
Less: Notable items	7	17	18	(10)	(59)		(11)	(61)
Outside services, Underlying (non-GAAP)	$132	$131	$117	$1	1	%	$15	13	%
Occupancy, Underlying:
Occupancy (GAAP)	$88	$84	$84	$4	5	%	$4	5	%
Less: Notable items	9	6	4	3	50		5	125
Occupancy, Underlying (non-GAAP)	$79	$78	$80	$1	1	%	($1)	(1	%)

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations - Excluding the impact of PPP loans

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
								1Q21 Change
		1Q21		4Q20		1Q20		4Q20				1Q20
								$/bps		%		$/bps		%
Total loans, excluding the impact of PPP loans:
Total loans (GAAP)	A	$122,195		$123,090		$127,528		($895)		(1	%)	($5,333)		(4	%)
Less: PPP loans		5,148		4,155		—		993		24		5,148		100
Total loans, excluding the impact of PPP loans (non-GAAP)	B	$117,047		$118,935		$127,528		($1,888)		(2	%)	($10,481)		(8	%)
Allowance for credit losses (GAAP)	C	$2,372		$2,670		$2,210		($298)		(11	%)	$162		7	%
Ratios:
Allowance for credit losses to total loans (GAAP)	C / A	1.94	%	2.17	%	1.73	%	(23)	bps			21	bps
Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP)	C / B	2.03	%	2.24	%	1.73	%	(21)	bps			30	bps

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations - Excluding the impact of elevated cash

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
								1Q21 Change
		1Q21		4Q20		1Q20		4Q20				1Q20
								$/bps		%		$/bps		%
Net interest income, FTE excluding the impact of elevated cash:
Net interest income, FTE (GAAP)	A	$1,120		$1,132		$1,164		($12)		(1	%)	($44)		(4	%)
Less: Net interest income associated with elevated cash		—		—		—		—		—		—		—
Net Interest Income, FTE excluding the impact of elevated cash (non-GAAP)	B	$1,120		$1,132		$1,164		($12)		(1	%)	($44)		(4	%)
Average interest earning assets, excluding the impact of elevated cash:
Total Interest-Earning Assets (GAAP)	C	$164,381		$163,533		$150,946		$848		1	%	$13,435		9	%
Less: Elevated Cash		8,985		9,462		—		(477)		(5)		8,985		100
Total Interest-Earning Assets excluding the impact of elevated cash (non-GAAP)	D	$155,396		$154,071		$150,946		$1,325		1	%	$4,450		3	%
Day count	E	90		92		91
Day count (year)	F	365		366		366
Ratios:
Net interest margin, FTE (GAAP)	A / C / E * F	2.76	%	2.75	%	3.10	%	1	bps			(34)	bps
Net interest margin, FTE, excluding the impact of elevated cash (non-GAAP)	B / D / E * F	2.92	%	2.92	%	3.10	%	—	bps			(18)	bps

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Citizens Financial Group, Inc.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends, as well as the potential effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation:

•Negative economic and political 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, and changes in the competitive environment;

•Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals;

•The COVID-19 pandemic and associated lockdowns and their effect on the economic and business environments in which we operate;

•Our ability to meet heightened supervisory requirements and expectations;

•Liabilities and business restrictions resulting from litigation and regulatory investigations;

•Our capital and liquidity requirements under regulatory capital standards and our ability to generate capital internally or raise capital on favorable terms;

•The effect of 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;

•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; and

•Management’s ability to identify and manage these and other risks.

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or

share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and

21

Citizens Financial Group, Inc.

duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.

More information about factors that could cause actual results to differ materially from those described in the forward-looking

statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

Note: Per share amounts and ratios presented in this document are calculated using whole dollars.

CFG-IR

22

EX-99.2

1Q21 Financial Results April 16, 2021

Forward-looking statements and use of non-GAAP financial measures Forward-Looking Statements. This document contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends, as well as the potential effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: ▪ Negative economic and political 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, and changes in the competitive environment; ▪ Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals; ▪ The COVID-19 pandemic and associated lockdowns and their effect on the economic and business environments in which we operate; ▪ Our ability to meet heightened 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 U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms; ▪ The effect of 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; ▪ 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; and ▪ Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. Further, statements about the estimated impact of CECL are forward-looking statements and are subject to the risk that the actual impact of CECL may differ, possibly materially, from what is reflected in those statements due to, among other things, changes in macroeconomic conditions and any of the other variables discussed, as well as changes based on continuing review of models and assumptions. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results and excluding elevated cash. In historical periods, these results may have been referred to as Adjusted or Adjusted/Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

1Q21 GAAP financial summary 1Q21 4Q20 1Q20 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,117 $ 1,129 $ 1,160 $ (12) (1) % $ (43) (4) % Noninterest income 542 578 497 (36) (6) 45 9 Total revenue 1,659 1,707 1,657 (48) (3) 2 — Noninterest Expense 1,018 1,012 1,012 6 1 6 1 Pre-provision profit 641 695 645 (54) (8) (4) (1) Provision for credit losses (140) 124 600 (264) NM (740) NM Income before income tax expense 781 571 45 210 37 736 NM Income tax expense 170 115 11 55 48 159 NM Net income $ 611 $ 456 $ 34 $ 155 34 % $ 577 NM Preferred dividends 23 32 22 (9) (28) 1 5 Net income available to common stockholders $ 588 $ 424 $ 12 $ 164 39 % $ 576 NM $s in billions Average interest-earning assets $ 164.4 $ 163.5 $ 150.9 $ 0.8 1 % $ 13.4 9 % Average deposits $ 146.6 $ 145.3 $ 126.6 $ 1.4 1 % $ 20.0 16 % Performance metrics Net interest margin(1) 2.75 % 2.75 % 3.09 % — bps (34) bps Net interest margin, FTE(1) 2.76 2.75 3.10 1 (34) Loan-to-deposit ratio (period-end)(2) 80.7 83.6 95.5 (290) (1,480) ROACE 11.6 8.2 0.2 337 1,133 ROTCE 17.2 12.2 0.4 497 1,681 ROA 1.4 1.0 0.1 36 128 ROTA 1.4 1.0 0.1 37 132 Efficiency ratio 61.4 59.3 61.1 207 25 Noninterest income as a % of total revenue 33 % 34 % 30 % (100) bps 300 bps FTEs(3) 17,405 17,584 17,863 (179) (1) % (458) (3) % Operating leverage (3.4) % (0.4) % Per common share Diluted earnings $ 1.37 $ 0.99 $ 0.03 $ 0.38 38 % $ 1.34 NM Tangible book value $ 32.79 $ 32.72 $ 31.97 $ 0.07 — % $ 0.82 3 % Average diluted shares outstanding (in millions) 427.9 428.9 429.4 (1.0) — % (1.5) — % See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

1Q21 Underlying financial summary(1) Q/Q Y/Y $s in millions 1Q21 4Q20 1Q20 $/bps %/bps $/bps %/bps Net interest income $ 1,117 $ 1,129 $ 1,160 $ (12) (1) % $ (43) (4) % Noninterest income 542 578 497 (36) (6) 45 9 Total revenue 1,659 1,707 1,657 (48) (3) 2 — Noninterest expense 998 970 979 28 3 19 2 Pre-provision profit 661 737 678 (76) (10) (17) (3) Provision for credit losses (140) 124 600 (264) NM (740) NM Net income available to common stockholders $ 603 $ 448 $ 37 $ 155 35 % $ 566 NM Performance metrics Noninterest income as a % of total revenue 32.7 % 33.8 % 30.0 % (100) bps 300 bps Efficiency ratio 60.2 56.8 59.1 336 111 ROTCE 17.6 % 12.9 % 1.1 % 470 bps 1,649 bps Diluted EPS $ 1.41 $ 1.04 $ 0.09 $ 0.37 36 % $ 1.32 NM Tangible book value per share $ 32.79 $ 32.72 $ 31.97 $ 0.07 — % $ 0.82 3 % See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Credit trends favorable ■ Credit trends remain highly favorable; consumer and commercial continue to improve given stronger economic outlook ■ Allowance for credit losses coverage ratio of 1.94%, or 2.03% excluding PPP loans(1) ■ Criticized assets down $495 million, or 11% QoQ Overview(1) Strong capital, liquidity and funding ■ Strong capital levels with a CET1 ratio of 10.1%(3) ■ Period-end LDR ratio of 80.7%, or 77.3% excluding PPP loans(1), vs. 95.5% a year ago; average DDA up 49% YoY and 3% QoQ ■ Total available liquidity of ~$80 billion at March 31, 2021 1Q21 results reflect benefit of diversified business model ■ Underlying net income of $626 million and EPS of $1.41 ■ Revenue of $1.7 billion stable YoY and down 3% QoQ, demonstrating our diversification and resilience ■ Underlying PPNR of $661 million, down 10% from 4Q20 and 3% from 1Q20 – QoQ decrease tied to lower mortgage revenue and seasonal factors – Highlights include strength in capital markets, record results in wealth, and well-controlled expenses ■ NII down 1% QoQ due to day count; down 4% YoY given challenging rate environment, partly offset by earning asset growth of 9% and lower funding costs – NIM of 2.76% up slightly QoQ; 2.92%(2) excluding elevated cash, stable QoQ ■ Negative provision for credit losses of $140 million reflects strong credit results and improving macroeconomic outlook ■ Underlying ROTCE of 17.6% compares with 12.9% in 4Q20 and 1.1% in 1Q20 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

$150.9B $162.4B $160.2B $163.5B $164.4B NII and NIM $1,160 $1,160 $1,137 $1,129 $1,117 3.10% 2.88% 2.83% 2.75% 2.76% 1Q20 2Q20 3Q20 4Q20 1Q21 2.92% 2.92% 2.75% 2.76% 4Q20 Elevated Cash Asset Yield Funding Cost Other 1Q21 ■ NII down 1% – Given lower day count, with broadly stable net interest margin and loans ■ NIM of 2.76%, up 1 bp – Reflects disciplined deposit pricing and a steepening yield curve, largely offset by lower earning-asset yields – Interest-bearing deposit costs of 20 bps, down 7 bps ■ Interest rate sensitivity from gradual 200 bps rise declined to 8.5% from 10.8% in 4Q20, largely reflecting the addition of $7.0 billion of receive-fixed swaps Net interest income $ in millions, except earning assets Average interest-earning assets Net interest income NIM, FTE Year-Over-Year Linked Quarter Disciplined deposit pricing and improved rate environment help moderate margin pressure Highlights NIM, FTE NIM, excluding impact of elevated cash(1) NIM impact from elevated cash above target 17 bps 16 bps 1Q21 ■ NII down 4% – 9% growth in interest-earning assets was offset by lower NIM ■ NIM of 2.76%, down 34 bps – Impact of lower rate environment, lower interest- earning asset yields and elevated cash balances given strong deposit flows – Partly offset by improved funding mix and deposit pricing – Interest-bearing deposit costs down 74 bps 0.01% (0.05)% 0.04% 0.01% NIM 4Q20 to 1Q21 4Q20 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Noninterest income Year-Over-Year Linked Quarter Noninterest income $s in millions ■ Noninterest income decreased 6% – Mortgage banking fees down $28 million as increased industry capacity and heightened competition pressured gain-on-sale margins – Capital markets fees declined $7 million off record levels given lower M&A advisory, partly offset by increased underwriting revenue – Record Wealth fees, up $6 million, reflecting an increase in AUM from strong net inflows and higher equity market levels – FX & IRP decreased $7 million given lower interest rate hedging ■ Noninterest income, up 9% – Mortgage banking fees up $6 million given higher production revenue – Capital markets fees up $38 million given higher underwriting and M&A advisory. 1Q20 included the impact of a $21 million MTM loss on loan trading assets – Record Wealth fees up $5 million reflecting an increase in AUM from strong net inflows and higher equity market levels – FX & IRP up $4 million reflecting the build-out of commodities hedging Noninterest income up 9% YoY, paced by strength in Capital Markets, Mortgage and Wealth $497 $590 $654 $578 $542 1Q20 2Q20 3Q20 4Q20 1Q21 $s in millions 1Q21 4Q20 1Q20 $ Q/Q Y/Y Mortgage banking fees $ 165 $ 193 $ 159 $ (28) $ 6 Service charges and fees 99 104 118 (5) (19) Capital markets fees 81 88 43 (7) 38 Card fees 55 56 56 (1) (1) Trust and investment services fees 58 52 53 6 5 Letter of credit and loan fees 38 38 34 — 4 FX and interest rate products 28 35 24 (7) 4 Securities gains, net 3 — — 3 3 Other income 15 12 10 3 5 Noninterest income $ 542 $ 578 $ 497 $ (36) $ 45 Highlights

59.1% 54.9% 53.4% 56.8% 60.2% 1Q20 2Q20 3Q20 4Q20 1Q21 Noninterest expense(1) Linked Quarter ■ Underlying noninterest expense up 3% – Primarily seasonally higher salaries and employee benefits – Decrease in other operating expenses primarily reflects lower advertising costs ■ Underlying noninterest expense up 2% – Salaries and employee benefits up 2% reflecting higher revenue-based compensation – Equipment and software expense up 12% given continued investments in technology – Outside services expense up 13% largely tied to growth initiatives – Other operating expense declined 18% given lower travel and advertising costs Underlying, as applicable 1Q21 4Q20 1Q20 $ $s in millions Q/Q Y/Y Salaries & employee benefits $ 548 $ 519 $ 539 $ 29 $ 9 Equipment & software 148 140 132 8 16 Outside services 132 131 117 1 15 Occupancy 79 78 80 1 (1) Other operating expense 91 102 111 (11) (20) Noninterest expense $ 998 $ 970 $ 979 $ 28 $ 19 Full-time equivalents (FTEs) 17,405 17,584 17,863 (179) (458) Highlights Underlying efficiency ratio See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

$121.1 $128.8 $124.9 $123.5 $122.8 $61.5 $61.3 $61.1 $61.9 $62.0 $59.5 $67.4 $63.9 $61.5 $60.9 Retail loans Commercial loans and leases 1Q20 2Q20 3Q20 4Q20 1Q21 Highlights Loans and leases $s in billions Average loans up 1% YoY with commercial up 2% and retail up 1%; broadly stable QoQ Year-Over-Year Linked Quarter ■ Average loans broadly stable – Commercial down $638 million, or 1%, reflecting line draw repayments and payoffs outpacing originations – Retail up $24 million reflecting growth in education and auto, partially offset by a decrease in home equity and run off in personal unsecured ■ Period-end loans down $895 million, reflecting decreases of $380 million in commercial and $515 million in retail ■ Average loans up $1.8 billion, or 1% – Commercial up $1.4 billion, or 2%, reflecting $4.8 billion of PPP loans, partly offset by line draw repayments and payoffs outpacing originations – Retail up $425 million, or 1%, with growth in education and residential mortgage, partly offset by a decrease in home equity and run off in personal unsecured ■ Period-end loans down $5.3 billion, or 4%, with commercial loans down 9%, and retail loans up slightly Average loans and leases(1) $127.5 $125.7 $124.1 $123.1 $122.2 $61.5 $60.8 $61.7 $62.3 $61.8 $66.0 $64.9 $62.4 $60.8 $60.4 Retail loans Commercial loans and leases 1Q20 2Q20 3Q20 4Q20 1Q21 $s in billions Period-end loans and leases See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

$126.6 $141.6 $141.4 $145.3 $146.6 1Q20 2Q20 3Q20 4Q20 1Q21 Highlights Average funding and cost of funds Average deposits up 16% YoY and 1% QoQ; continue to drive down cost of funds Year-Over-Year Linked Quarter ■ Average deposits up 1% with growth in demand deposits, savings and money market, partially offset by a decrease in term deposits – Citizens Access® deposits of $5.5 billion, down 10% given run off of term deposits ■ Interest-bearing deposits costs of 20 bps, down 7 bps ■ Total deposit costs down 5 bps ■ Average deposits up $20 billion, or 16%, with growth in demand deposits, money market accounts, savings and checking with interest, partly offset by a decrease in term deposits ■ Total deposit costs down 58 bps, reflecting the impact of lower rates and favorable shift in deposit mix; interest-bearing deposit costs down 74 bps ■ Period-end deposit growth of $17.9 billion, or 13%, reflecting government stimulus and clients building liquidity $s in billions Growing lower-cost deposits(1) See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. 0.72% 0.35% 0.25% 0.19% 0.14% 0.94% 0.48% 0.35% 0.27% 0.20% Total deposit costs Interest-bearing deposit costs Demand deposits Other interest-bearing deposits Term deposits

0.46% 0.46% 0.61% 0.52% Provision for credit losses Net charge-offs Net c/o ratio 1Q20 2Q20 3Q20 4Q20 1Q21 Provision for credit losses, net charge-offs Nonaccrual loans Highlights Credit quality(1) $s in millions ■ NCOs of $158 million decreased $32 million driven by commercial. 1Q21 commercial results include one large charge-off related to a financial sponsor ■ Nonaccrual loans decreased $11 million QoQ reflecting a $76 million decrease in commercial, partially offset by a $65 million increase in retail as loans exit forbearance ■ Negative provision for credit losses of $140 million reflects strong credit performance and improving macroeconomic outlook ■ 1Q21 ACL ratio of 1.94%, or 2.03% ex. PPP loans(2), compares with 2.17% in 4Q20, or 2.24% ex. PPP loans, and 1.73% in 1Q20 ■ ACL to nonaccrual loans and leases ratio of 235% compares with 262% as of 4Q20 and 283% as of 1Q20 $s in millions $780 $990 $1,277 $1,019 $1,008 0.61% 0.79% 1.03% 0.83% 0.82% Nonaccrual loans Nonaccrual loans to total loans 1Q20 2Q20 3Q20 4Q20 1Q21 Allowance for credit losses $s in millions $2,210 $2,527 $2,736 $2,670 $2,372 1.73% 2.01% 2.21% 2.17% 1.94% Allowance for loan and lease losses Allowance to loan coverage ratio Allowance to loan coverage ratio ex. PPP 1Q20 2Q20 3Q20 4Q20 1Q21 1.73% 2.09% 2.29% 2.24% 2.03% 0.70% See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. $600 $137 $464 $147 $428 $219 $124 $190 $(140) $158 (3) (2)

4Q20 1Q21 Retail 2.01% 1.72% Commercial ex. PPP(3) 2.50% 2.37% Total CFG ex. PPP(3) 2.24% 2.03% Select commercial areas: Areas stabilized: Retail trade Energy & related Educational services CRE: Mall REITs 8.22% 7.22% Areas of continued concern: Accommodation & food services > Casual dining CRE: Retail & Hospitality Arts, entertainment & recreation Allowance for credit losses $1,747 $2,670 $62 $(158) $(61) $(142) $2,372 CECL Day 1 4Q20 New Loan Originations Net Charge- offs Portfolio Changes Economic/ Qualitative Changes 1Q21 Allowance for Credit Losses ■ Reserve coverage reduced in select commercial areas given more favorable macro backdrop from 8.22% in 4Q20 to 7.22% in 1Q21 – Reserve coverage of areas of continued concern is 9.96% at 1Q21, broadly stable with 4Q20 1. Portfolio Changes: runoff, changes in credit quality, aging of existing portfolio and utilization changes 2. Economic/Qualitative Changes: changes to macroeconomic variables and qualitative factors including management overlays Reserve Coverage (1) (2) ■ Reserve release driven by macroeconomic outlook and credit improvement ■ Potential for further releases in 2021 as economic forecasts continue to improve and uncertainty diminishes, reducing the need for overlays See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Period-end loan-to-deposit ratioCapital levels continue to strengthen Highlights ■ 1Q21 CET1 ratio of 10.1%, up from 10.0% in 4Q20, slightly above our target 9.75%-10.0% operating range ■ Repurchased 2.2 million shares in 1Q21, returned $262 million to shareholders including common dividends ■ Period-end LDR ratio 80.7%, or 77.3% excluding PPP loans(3) ■ Total available liquidity of ~$80 billion at March 31, 2021 Capital and liquidity remain strong $s in billions (period-end) as of 1Q20 2Q20 3Q20 4Q20 1Q21 Basel III basis(1)(2) Common equity tier 1 capital $ 14.0 $ 14.2 $ 14.3 $ 14.6 $ 14.9 Risk-weighted assets $ 148.9 $ 147.3 $ 146.1 $ 146.8 $ 147.8 Common equity tier 1 ratio 9.4 % 9.6 % 9.8 % 10.0 % 10.1 % Tier 1 capital ratio 10.5 % 10.9 % 11.2 % 11.3 % 11.4 % Total capital ratio 12.5 % 13.1 % 13.3 % 13.4 % 13.4 % 10.0% 0.42% (0.07)% (0.06)% (0.18)% 10.1% 4Q20 Net Income RWA Share Repurchases Common dividends & other 1Q21 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. 95.5% 87.5% 86.8% 83.6% 80.7% 1Q20 2Q20 3Q20 4Q20 1Q21

Business highlights and strategic priorities Group ■ Secured ~$1.8 billion in new PPP loans through 2021 program, providing critical funding to over ~30,000 small business customers ■ Despite the pandemic, ~4,100 Citizens colleagues logged ~122,000 volunteer hours supporting ~1,700 organizations in 2020 ■ Citizens scored 100% on the Human Rights Campaign’s Corporate Equality Index for second year in a row; named a Best Place to Work for LGBTQ Equality Consumer ■ Announced new Citizens Pay™ partnership with BJ’s Wholesale Club to provide installment financing ■ Launched iOS version of next gen mobile banking app, rated 4.6 stars; continue to improve experience and add additional self-service functionality ■ Citizens Auto Finance Ranked #1 three years in a row in J.D. Power U.S. Dealer Financing Satisfaction ■ Named Best Northeast Regional Bank for 2021 by MyBankTracker ■ Digital sales up 48% YoY(1) ■ Record Wealth managed money sales at 65% of total investment sales in 1Q21; AUM of $19.9B, up 33% YoY Commercial ■ Continued to be named top treasury and cash management provider by Global Finance Magazine in select regions ■ Investing in digitizing Commercial Operations process and expanded client self-service capabilities ■ Capital Markets showing good diversification, deepening with clients. 1Q21 2nd highest fee quarter for Citizens Next Gen Technology Modern operating model Enterprise-wide payments Culture/ leadership/ talent Data & Analytics / AI Innovation C o n su m e r E2E digital transformation ■ E2E digital transformation to increase sales and drive self-service interactions National expansion ■ Leverage Citizens® Access and lending capabilities to deliver national value proposition ■ Citizens PayTM launch; develop direct-to- consumer digital experience Deepening relationships ■ Accelerate growth in Wealth ■ Branch transformation/advisory focus C o m m e rc ia l Enhancing coverage model ■ Strengthen corporate finance advisory model with deep industry expertise across key verticals Expanding geographic reach ■ Grow mid-corporate client base through geographic expansion into Southeast, Texas and California Building solution sets and fee capabilities ■ Enhance capabilities in Treasury Solutions and Capital Markets to deepen relationships ■ Digitize processes for clients and colleagues to enhance efficiencies Enterprise-wide initiatives supporting Consumer and Commercial See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

2Q21 outlook vs. 1Q21 1Q21 Underlying(1) 2Q21 Underlying outlook(1) Net interest income ■ $1,117 million ■ NII up 2.0-2.5% ■ Loan growth of 1.5-2%; earning assets broadly stable ■ NIM up modestly, broadly stable ex-elevated cash Noninterest income ■ $542 million ■ Down high single digits, reflecting lower mortgage banking fees given further decline in gain-on-sale margin Noninterest expense ■ $998 million ■ Down slightly Credit ■ $140 million negative provision; NCOs $158 million ■ Net charge-offs of 30-40 bps of average loans ■ Expect provision expense less than net charge-offs We offer commentary on factors influencing key categories Confident in 2021 PPNR outlook, with NII higher and fees slightly lower than original guidance – PPNR expected to bottom in 2Q21, then grow in 2H21; positive operating leverage in Q3, Q4 and 2H21 Credit outlook substantially improved with expected full-year NCO range of 35-45 bps updated from 50-65 bps See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Key messages ■ Citizens 1Q21 results demonstrate strength and resiliency of franchise, along with continued strong execution ■ Results reflect the benefit of Citizens' diversified business model – Revenue of $1.7 billion stable YoY and down 3% QoQ – Strength in Capital Markets, record results in Wealth – Well-controlled expenses – Strong credit results and improving macroeconomic outlook ■ Citizens remains well capitalized and maintains ample liquidity – Robust capital levels with CET1 ratio of 10.1%(1) – ACL/loans of 1.94%, or 2.03% excluding PPP loans(2) – End of period LDR of 80.7% ■ TBV/share of $32.79 up 3% YoY and up slightly QoQ ■ Continue to make progress on our strategic initiatives, while adapting to the environment – TOP 6 Program achieved FY2020 pre-tax run-rate target of $225 million; on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – Prioritizing major strategic initiatives: Consumer national expansion; broadening Citizens Pay, widening Commercial coverage, and enhancing advisory capabilities ■ Well positioned to benefit from the economic recovery in 2021 while strengthening our franchise and positioning Citizens for sustainable success See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Appendix

Net income available to common shareholders and EPS $s in millions, except per share data ê 10% $737 $661 4Q20 1Q21 Linked-quarter Underlying results(1) Return on average total tangible assets Return on average tangible common equity Average loans $s in billions Average deposits $s in billions Stable $3.5 2 $3.5 6 é 36% $123.5 $122.8 4Q20 1Q21 $145.3 $146.6 4Q20 1Q21 1.10% 1.44% 4Q20 1Q21 12.9% 17.6% 4Q20 1Q21 $448 $603 $1.04 $1.41 4Q20 1Q21 é 35% Pre-provision profit $s in millions See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. é 470 bps é 34 bps Stable

$678 $661 1Q20 1Q21 Year-over-year Underlying results(1) Return on average total tangible assets ê 3% Average loans $s in billions Stable Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity Average deposits $s in billions $3.5 2 é 129 bps $3.5 6 $121.1 $122.8 1Q20 1Q21 $126.6 $146.6 1Q20 1Q21 0.15% 1.44% 1Q20 1Q21 1.1% 17.6% 1Q20 1Q21 é 16% Pre-provision profit $s in millions é 1,649 bps$603 $0.09 $1.41 1Q20 1Q21 $37 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Mortgage banking Mortgage volumes remain strong; gain-on-sale margins trending lower from elevated levels ■ Industry estimates for originations of ~$3.5 trillion for FY21, down ~15% from historical highs – Refi market down ~30% mitigated by ~15% increase in purchase market – Refi volume falls from ~60% in 1H to ~35% by 2H ■ CFG purchase mix expected to increase to ~50% in FY21 compared to 38% in FY20 ■ Gain-on-sale margins expected to decline in 2Q21 and then begin to stabilize – Subject to competitive dynamics, mostly driven by third party channels ■ Operating servicing income contribution expected to improve through 2H21 given growth in servicing portfolio and declining amortization ■ Expect Mortgage Banking to continue to be an important fee business as we transition to greater contributions from purchase originations and servicing ■ Investments helping to drive efficiency and increased market share across channels – Migrated all retail origination systems to modern cloud-based solutions – ~90% of retail customers use our digital portal Mortgage banking fees $s in millions Maintaining strength in a transitioning market Production revenue Servicing revenue net of MSR impact 2019 2020 1Q20 4Q20 1Q21 $193 $165$159 $915 $302 Mortgage volumes and margin $s in billions $6.1 $9.2 $9.7$9.2 $9.3 $8.8 1.56% 2.08% 1.59% 1Q20 4Q20 1Q21 $7.3 $10.9 $11.1 *Pull through adjusted locks Secondary originations Total secondary locks Portfolio originations Gain on sale/PTAL*

Allocation of allowance for credit losses by product type December 31, 2020 March 31, 2021 (in millions) Loans and Leases Allowance Coverage Coverage (ex-PPP)(2) Loans and Leases Allowance Coverage Coverage (ex-PPP)(2) Allowance for Loans and Lease Losses Commercial and industrial(1) $44,173 $821 1.86 % 2.05 % $44,058 $742 1.68 % 1.91 % Commercial real estate 14,652 360 2.46 14,553 353 2.43 Leases 1,968 52 2.67 1,802 51 2.82 Total commercial 60,793 1,233 2.03 2.18 60,413 1,146 1.90 2.07 Residential 19,539 141 0.72 19,202 125 0.65 Home equity 12,149 134 1.10 11,854 102 0.86 Automobile 12,153 200 1.65 12,344 175 1.41 Education 12,308 361 2.93 12,691 342 2.70 Other retail 6,148 374 6.07 5,691 304 5.34 Total retail loans 62,297 1,210 1.94 61,782 1,048 1.70 Total loans and leases $123,090 $2,443 1.98 % 2.05 % $122,195 $2,194 1.80 % 1.87 % Allowance for Unfunded Lending Commitments(2) Commercial $186 2.33 % 2.50 % $165 2.17 % 2.37 % Retail 41 2.01 13 1.72 Total allowance for unfunded lending commitments $227 $178 Allowance for credit losses(2) $123,090 $2,670 2.17 % 2.24 % $122,195 $2,372 1.94 % 2.03 % Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $4,155 million and $5,148 million as of December 31, 2020 and March 31, 2021, respectively. See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

Highlights Commercial credit – diversified portfolio with prudent credit discipline Overall ■ Highly granular and diversified portfolio in terms of geography, industry and asset class ■ Early economic recovery, improved liquidity given capital raising and federal stimulus continues to reduce the areas of market concern – Areas of market concern improved from 4.6% of the total CFG loan portfolio at 4Q20 to 2.3% at 1Q21 – Remaining Retail Trade, Energy and Related, Educational Services and CRE Mall REITS have stabilized and were removed as areas of concern Industry sector of market concern Continued concern Industry sectors $s in billions 4Q20 1Q21 Balance % of Total CFG Areas of Concern Balance % of Total CFG Areas of Concern Real Estate and Rental and Leasing $ 13.9 11 % $ 13.9 11 % Retail and hospitality 2.4 2 2.4 2.2 2 $ 2.0 Retail 1.5 1.5 1.4 $ 1.4 Mall REITs 0.4 0.4 0.2 * Hospitality 0.5 0.5 0.6 $ 0.6 Finance and Insurance 7.1 6 6.9 6 Accommodation and Food Services 4.0 3 4.1 3 Accommodation 1.3 1 1.3 1 Food Services and Drinking Places 2.7 2 0.5 2.8 2 $ 0.5 Casual Dining 0.5 0.5 0.5 $ 0.5 Fast Food, Fast Casual, Other 2.2 2.3 Health, Pharma, Social Assistance 3.3 3 3.2 3 Professional, Scientific, and Technical 2.9 2 2.8 2 Information 2.5 2 2.3 2 Retail Trade 2.4 2 0.6 2.4 2 * Essential Businesses 1.7 1.8 Non Essential Businesses 0.6 0.6 0.6 Other Manufacturing 2.5 2 2.5 2 Wholesale Trade 2.0 2 2.1 2 Energy & Related 2.5 2 0.9 2.3 2 * Less Price Sensitive 1.6 1.4 Price Sensitive 0.9 0.9 0.8 Metals & Mining 1.7 1 1.6 1 Other Services 1.6 1 1.6 1 Admin and Waste Mgmt. 1.4 1 1.3 1 Arts, Entertainment, and Recreation 1.4 1 0.3 1.3 1 $ 0.3 Arts, Entertainment, and Recreation 1.1 1.0 Fitness centers and entertainment venues 0.3 0.3 0.3 $ 0.3 Transportation and Warehousing 1.5 1 1.5 1 Automotive 1.1 1 1.0 1 Computer, Electrical Equipment, Appliance, and Component Manufacturing 1.2 1 1.3 1 Consumer Products Manufacturing 1.3 1 1.3 1 Chemicals 0.9 1 0.9 1 Educational Services 0.9 1 0.9 0.8 1 * All others(1) 0.6 1 0.2 Total commercial excluding PPP loans(2) $ 56.7 46 % $ 5.6 $ 55.3 45 % $ 2.8 SBA PPP loans 4.1 3 5.1 4 Total commercial $ 60.8 49 % $ 60.4 49 % Updated industries of market concern $ 12.2 10 % 4.6 % $ 11.8 10 % 2.3 % Areas of continued concern $2.8B or 2.3% of total CFG ■ CRE Retail & hospitality $2.0B - portfolio is well diversified geographically, with exposure to mall REITS greatly reduced; despite re-openings and increasing consumer demand there continue to be some challenges for selective hospitality and retail credits ■ Food services and drinking places $0.5B – casual dining segment likely to remain stressed ■ Arts, Entertainment, and Recreation $0.3B – fitness centers and entertainment venues impacted by COVID- related shutdowns and social distancing See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. * No longer an area of concern

Commentary Retail credit - diversified portfolio with prudent credit discipline ■ ~70% of the retail portfolio is secured ■ Mortgage weighted-average LTV of 61% with ~3% of the portfolio with refreshed FICO scores <650 ■ ~50% of the HELOC portfolio is secured by 1st lien – ~79% of HELOC has CLTV  <70; ~96% CLTV < 80 ■ Took proactive action in 2017 to limit national auto footprint to larger multi-dealers by reducing states and eliminating small dealerships – Limited exposure to higher-risk, longer-duration loans ■ Education refinance portfolio borrowers at origination have been employed ~5.1 years on average with: – ~27% co-sign – ~56% have advanced degrees ■ Education InSchool ~90% co-sign See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. Retail portfolio $in billions 4Q20 1Q21 Balance % of total CFG WA FICO Nonaccrual Balance % of total CFG WA FICO Nonaccrual $ % $ % Residential mortgage $ 19.5 16 % ~785 $ 0.17 0.86 % $ 19.2 16 % ~785 $ 0.24 1.25 % Home equity 12.1 10 ~765 0.28 2.28 11.9 10 ~770 0.27 2.27 Auto 12.2 10 ~740 0.07 0.59 12.3 10 ~740 0.07 0.57 Education 12.3 10 ~790 0.02 0.14 12.7 10 ~785 0.02 0.16 Other retail 6.1 5 ~755 0.03 0.24 5.7 5 ~750 0.03 0.53 Credit card 1.9 2 ~740 0.02 0.91 1.8 1 ~740 0.02 0.94 Point-of-sale 2.7 2 ~750 — — 2.6 2 ~745 — — Total retail(1) $ 62.3 51 % ~770 $ 0.56 0.90 % $ 61.8 51 % ~770 $ 0.63 1.02 % Broadly stable QoQ trends on FICO scores, delinquencies

Notable Items(1) First quarter 2021, fourth quarter 2020 and first quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. The 2020 results also reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company ("FAMC") acquisition. These notable items have been excluded from reported results to better reflect Underlying operating results. Cumulative after-tax integration costs related to the FAMC acquisition totaled $34 million through the end of first quarter 2021. See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described above. Notable items - integration costs 1Q21 4Q20 1Q20 Cumulative after-tax integration costs ($s in millions) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax FAMC Other Total Noninterest income $ — $ — $ — $ — $ — $ — $ (3) $ — $ (3) Salaries & benefits $ — $ — $ — $ — $ — $ — $ (10) $ — $ (10) Equipment and software — — — — (1) (1) (3) — (3) Outside services — — (2) (2) (3) (2) (15) (6) (21) Occupancy — — — — — — (1) — (1) Other expense — — — — — — (2) — (2) Noninterest expense $ — $ — $ (2) $ (2) $ (4) $ (3) $ (31) (6) $ (37) Total Integration Costs $ — $ — $ (2) $ (2) $ (4) $ (3) $ (34) $ (6) $ (40) Other notable items - primarily tax and TOP 1Q21 4Q20 1Q20 ($s in millions, except per share data) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Tax notable items $ — $ — $ — $ 7 $ — $ — Other notable items- TOP & other actions Noninterest income Salaries & benefits — — (18) (14) (10) (7) Equipment and software (4) (3) (1) — — — Outside services (7) (5) (15) (11) (15) (12) Occupancy (9) (7) (6) (4) (4) (3) Other expense — — — — — — Noninterest expense $ (20) $ (15) $ (40) $ (29) $ (29) $ (22) Total Other Notable Items $ (20) $ (15) $ (40) $ (22) $ (29) $ (22) Total Notable Items $ (20) $ (15) $ (42) $ (24) $ (33) $ (25) EPS Impact $ (0.04) $ (0.05) $ (0.06)

Notes Notes on Non-GAAP Financial Measures See important information on Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. Allowance coverage ratios for loans and leases includes the allowance for funded loans and leases in the numerator and funded loans and leases in the denominator. Allowance coverage ratios for credit losses includes the allowance for funded loans and leases and allowance for unfunded lending commitments in the numerator and funded loans and leases in the denominator. Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $4,155 million and $5,148 million as of December 31, 2020 and March 31, 2021, respectively. See slide 21 for more details on the calculations General Notes a. References to net interest margin are on a fully taxable equivalent ("FTE") basis. In 1Q19, Citizens changed its quarterly presentation of net interest income and net interest margin (NIM). Consistent with our understanding of general peer practice, the Company simplified the calculation of its reported NIM to equal net interest income, annualized based on the actual number of days in the period, divided by average total interest earning assets for the period. Under the Company’s prior methodology, NIM was calculated using the difference between the annualized yield on average total interest-earning assets and total interest-bearing liabilities for the period. The Company also began presenting both net interest income and NIM on an FTE basis. Prior periods have been revised consistent with the current presentation. b. Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation. c. Throughout this presentation, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. d. Select totals may not sum due to rounding. e. Based on Basel III standardized approach. f. Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. g. NIM excluding elevated cash adjusts interest-earning assets to exclude the impact of cash above targeted operating levels. Notes on slide 3 - 1Q21 GAAP financial summary 1) See above general note a). 2) In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. 3) Full-time equivalent employees. Notes on slide 4 - 1Q21 Underlying financial summary 1) See above note on non-GAAP financial measures. Notes on slide 5 - Overview 1) See above note on non-GAAP financial measures. 2) See above general note on NIM excluding the impact of elevated cash. 3) See above general note e). Notes on slide 6 - Net interest income 1) See above note non-GAAP financial measures. See above general note on NIM excluding the impact of elevated cash. Notes on slide 8 - Noninterest expense 1) See above note on non-GAAP financial measures. Notes on slide 9 - Loans and leases 1) See above general note d). Notes on slide 10 - Average funding and cost of funds 1) Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. Notes on slide 11 - Credit quality 1) Beginning in the fourth quarter of 2019, nonperforming balances exclude both fully and partially guaranteed residential mortgage loans sold to Ginnie Mae for which the Company has the right, but not the obligation, to repurchase. Prior periods have been adjusted to exclude partially guaranteed amounts to conform with the current period presentation. 2) See above note on non-GAAP financial measures. 3) Allowance for credit losses to nonperforming loans and leases. Notes on slide 12 - Allowance for credit losses 3) See above note on non-GAAP financial measures. Notes on slide 13 - Capital and liquidity remain strong 1) See above general note e). 2) For regulatory capital purposes, in connection with the Federal Reserve’s final interim rule as of April 3, 2020, 100% of the $451 million Day-1 CECL impact recorded as of January 1, 2020 will be deferred over a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25% of the cumulative reserve build of $923 million since January 1, 2020, or $231 million, will be phased in over the same time frame. 3) See above note on non-GAAP financial measures. Notes on slide 14 - Business highlights and strategic priorities 1) Digital sales includes retail deposit and loan products, excluding products no longer originated.

Notes continued Notes on slide 15 - 2Q21 outlook vs. 1Q21 1) See above note on non-GAAP financial measures. Notes on slide 16 - Key messages 1) See above general note e). 2) See above note on non-GAAP financial measures. Notes on slide 18 - Linked-quarter Underlying results 1) See above note on non-GAAP financial measures. Notes on slide 19 - Year-over-year Underlying results 1) See above note on non-GAAP financial measures. Notes on slide 21 - Allocation of allowance for credit losses by product type 1) Includes commercial leases. 2) See above note on non-GAAP financial measures. Notes on slide 22 - Commercial credit – diversified portfolio with prudent credit discipline 1) All other includes sectors with a balance less than 1% of total CFG loans. 2) See above general note d). Notes on slide 23 - Retail credit - diversified portfolio with prudent credit discipline 1) See above general note d). Notes on slide 24 - Notable Items 1) See above note on non-GAAP financial measures.

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 1Q21 Change 1Q21 4Q20 1Q20 4Q20 1Q20 $ % $ % Total revenue, Underlying: Total revenue (GAAP) A $1,659 $1,707 $1,657 ($48) (3%) $2 —% Less: Notable items — — — — — — — Total revenue, Underlying (non-GAAP) B $1,659 $1,707 $1,657 ($48) (3%) $2 —% Noninterest expense, Underlying: Noninterest expense (GAAP) C $1,018 $1,012 $1,012 $6 1% $6 1% Less: Notable items 20 42 33 (22) (52) (13) (39) Noninterest expense, Underlying (non-GAAP) D $998 $970 $979 $28 3% $19 2% Pre-provision profit: Total revenue (GAAP) A $1,659 $1,707 $1,657 ($48) (3%) $2 —% Less: Noninterest expense (GAAP) C 1,018 1,012 1,012 6 1 6 1 Pre-provision profit (GAAP) $641 $695 $645 ($54) (8%) ($4) (1%) Pre-provision profit, Underlying: Total revenue, Underlying (non-GAAP) B $1,659 $1,707 $1,657 ($48) (3%) $2 —% Less: Noninterest expense, Underlying (non-GAAP) D 998 970 979 28 3 19 2 Pre-provision profit, Underlying (non-GAAP) $661 $737 $678 ($76) (10%) ($17) (3%) Income before income tax expense, Underlying: Income before income tax expense (GAAP) E $781 $571 $45 $210 37% $736 NM Less: Expense before income tax benefit related to notable items (20) (42) (33) 22 52 13 39 Income before income tax expense, Underlying (non-GAAP) F $801 $613 $78 $188 31% $723 NM Income tax expense, Underlying: Income tax expense (GAAP) G $170 $115 $11 $55 48% $159 NM Less: Income tax benefit related to notable items (5) (18) (8) 13 72 3 38 Income tax expense, Underlying (non-GAAP) H $175 $133 $19 $42 32% $156 NM Net income, Underlying: Net income (GAAP) I $611 $456 $34 $155 34% $577 NM Add: Notable items, net of income tax benefit 15 24 25 (9) (38) (10) (40) Net income, Underlying (non-GAAP) J $626 $480 $59 $146 30% $567 NM Net income available to common stockholders, Underlying: Net income available to common stockholders (GAAP) K $588 $424 $12 $164 39% $576 NM Add: Notable items, net of income tax benefit 15 24 25 (9) (38) (10) (40) Net income available to common stockholders, Underlying (non-GAAP) L $603 $448 $37 $155 35% $566 NM

Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q21 Change 1Q21 4Q20 1Q20 4Q20 1Q20 $/bps % $/bps % Operating leverage: Total revenue (GAAP) A $1,659 $1,707 $1,657 ($48) (2.86%) $2 0.07% Less: Noninterest expense (GAAP) C 1,018 1,012 1,012 6 0.54 6 0.48 Operating leverage (3.40%) (0.41%) Operating leverage, Underlying: Total revenue, Underlying (non-GAAP) B $1,659 $1,707 $1,657 ($48) (2.86%) $2 0.07% Less: Noninterest expense, Underlying (non-GAAP) D 998 970 979 28 2.89 19 1.94 Operating leverage, Underlying (non-GAAP) (5.75%) (1.87%) Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio C/A 61.35 % 59.28% 61.10 % 207 bps 25 bps Efficiency ratio, Underlying (non-GAAP) D/B 60.19 56.83 59.08 336 bps 111 bps Effective income tax rate and effective income tax rate, Underlying: Effective income tax rate G/E 21.76% 20.16% 24.13 % 160 bps (237) bps Effective income tax rate, Underlying (non-GAAP) H/F 21.85 21.70 24.52 15 bps (267) bps Return on average common equity and return on average common equity, Underlying: Average common equity (GAAP) M $20,611 $20,547 $20,223 $64 —% $388 2% Return on average common equity K/M 11.57 % 8.20% 0.24 % 337 bps 1,133 bps Return on average common equity, Underlying (non-GAAP) L/M 11.85 8.66 0.74 319 bps 1,111 bps Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) M $20,611 $20,547 $20,223 $64 —% $388 2% Less: Average goodwill (GAAP) 7,050 7,050 7,046 — — 4 — Less: Average other intangibles (GAAP) 57 60 67 (3) (5) (10) (15) Add: Average deferred tax liabilities related to goodwill (GAAP) 379 377 374 2 1 5 1 Average tangible common equity N $13,883 $13,814 $13,484 $69 —% $399 3% Return on average tangible common equity K/N 17.17 % 12.20% 0.36 % 497 bps 1,681 bps Return on average tangible common equity, Underlying (non-GAAP) L/N 17.59 12.89 1.10 470 bps 1,649 bps Return on average total assets and return on average total assets, Underlying: Average total assets (GAAP) O $182,569 $181,061 $167,177 $1,508 1% $15,392 9% Return on average total assets I/O 1.36 % 1.00% 0.08 % 36 bps 128 bps Return on average total assets, Underlying (non-GAAP) J/O 1.39 1.05 0.14 34 bps 125 bps $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q21 Change 1Q21 4Q20 1Q20 4Q20 1Q20 $/bps % $/bps % Return on average total tangible assets and return on average total tangible assets, Underlying: Average total assets (GAAP) P $182,569 $181,061 $167,177 $1,508 1% $15,392 9% Less: Average goodwill (GAAP) 7,050 7,050 7,046 — — 4 — Less: Average other intangibles (GAAP) 57 60 67 (3) (5) (10) (15) Add: Average deferred tax liabilities related to goodwill (GAAP) 379 377 374 2 1 5 1 Average tangible assets Q $175,841 $174,328 $160,438 $1,513 1% $15,403 10% Return on average total tangible assets I/Q 1.41 % 1.04% 0.09 % 37 bps 132 bps Return on average total tangible assets, Underlying (non-GAAP) J/Q 1.44 1.10 0.15 34 bps 129 bps Tangible book value per common share: Common shares - at period-end (GAAP) R 425,930,159 427,209,831 426,586,533 (1,279,672) —% (656,374) —% Common stockholders' equity (GAAP) $20,688 $20,708 $20,380 ($20) — $308 2 Less: Goodwill (GAAP) 7,050 7,050 7,050 — — — — Less: Other intangible assets (GAAP) 54 58 66 (4) (7) (12) (18) Add: Deferred tax liabilities related to goodwill (GAAP) 380 379 375 1 — 5 1 Tangible common equity S $13,964 $13,979 $13,639 ($15) —% $325 2% Tangible book value per common share S/R $32.79 $32.72 $31.97 $0.07 —% $0.82 3% Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying: Average common shares outstanding - basic (GAAP) T 425,953,716 427,074,822 427,718,421 (1,121,106) —% (1,764,705) —% Average common shares outstanding - diluted (GAAP) U 427,880,530 428,881,252 429,388,855 (1,000,722) — (1,508,325) — Net income per average common share - basic (GAAP) K/T $1.38 $0.99 $0.03 $0.39 39 $1.35 NM Net income per average common share - diluted (GAAP) K/U 1.37 0.99 0.03 0.38 38 1.34 NM Net income per average common share - basic, Underlying (non-GAAP) L/T 1.41 1.05 0.09 0.36 34 1.32 NM Net income per average common share - diluted, Underlying (non-GAAP) L/U 1.41 1.04 0.09 0.37 36 1.32 NM $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q21 Change 1Q21 4Q20 1Q20 4Q20 1Q20 $/bps % $/bps % Salaries and employee benefits, Underlying: Salaries and employee benefits (GAAP) $548 $537 $549 $11 2% ($1) —% Less: Notable items — 18 10 (18) (100) (10) (100) Salaries and employee benefits, Underlying (non-GAAP) $548 $519 $539 $29 6% $9 2% Outside services, Underlying: Outside services (GAAP) $139 $148 $135 ($9) (6%) $4 3% Less: Notable items 7 17 18 (10) (59) (11) (61) Outside services, Underlying (non-GAAP) $132 $131 $117 $1 1% $15 13% Occupancy, Underlying: Occupancy (GAAP) $88 $84 $84 $4 5% $4 5% Less: Notable items 9 6 4 3 50 5 125 Occupancy, Underlying (non-GAAP) $79 $78 $80 $1 1% ($1) (1%) Equipment and software, Underlying: Equipment and software (GAAP) $152 $141 $133 $11 8% $19 14% Less: Notable items 4 1 1 3 NM 3 NM Equipment and software, Underlying (non-GAAP) $148 $140 $132 $8 6% $16 12% $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations - excluding the impact of PPP loans QUARTERLY TRENDS 1Q21 Change 1Q21 4Q20 1Q20 4Q20 1Q20 $/bps % $/bps % Total loans, excluding the impact of PPP loans: Total loans (GAAP) A $122,195 $123,090 $127,528 ($895) (1%) ($5,333) (4%) Less: PPP loans 5,148 4,155 — 993 24 5,148 100 Total loans, excluding the impact of PPP loans (non-GAAP) B $117,047 $118,935 $127,528 ($1,888) (2%) ($10,481) (8%) Total deposits (GAAP) C $151,349 $147,164 $133,475 $4,185 3% $17,874 13% Ratios: Loans-to-deposits ratio (period-end balances) (GAAP) A/C 80.74 % 83.64 % 95.54 % (290) bps (1,480) bps Loans-to-deposits ratio (period-end balances), excluding the impact of PPP loans (non-GAAP) B/C 77.34 % 80.85 % 95.54 % (351) bps (1,820) bps $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations - excluding elevated cash QUARTERLY TRENDS 1Q21 Change 1Q21 4Q20 1Q20 4Q20 1Q20 $/bps % $/bps % Net interest income, FTE excluding the impact of elevated cash: Net interest income, FTE (GAAP) A $1,120 $1,132 $1,164 ($12) (1%) ($44) (4%) Less: Net interest income associated with elevated cash — — — — — — — Net Interest Income, FTE excluding the impact of elevated cash (non-GAAP) B $1,120 $1,132 $1,164 ($12) (1%) ($44) (4%) Average interest earning assets, excluding the impact of elevated cash: Total Interest-Earning Assets (GAAP) C $164,381 $163,533 $150,946 $848 1% $13,435 9% Less: Elevated Cash 8,985 9,462 — (477) (5) 8,985 100 Total Interest-Earning Assets excluding the impact of elevated cash (non-GAAP) D $155,396 $154,071 $150,946 $1,325 1% $4,450 3% Day count E 90 92 91 Day count (year) F 365 366 366 Ratios: Net interest margin, FTE (GAAP) A / C / E * F 2.76 % 2.75 % 3.10 % 1 bps (34) bps Net interest margin, FTE, excluding the impact of elevated cash (non-GAAP) B / D / E * F 2.92 % 2.92 % 3.10 % — bps (18) bps $s in millions, except share, per share and ratio data

EX-99.3

Financial Supplement

First Quarter 2021

1

Table of Contents	Page
Consolidated Financial Highlights	3
Consolidated Statements of Operations (unaudited)	5
Consolidated Balance Sheets (unaudited)	6
Loans and Deposits	7
Average Balance Sheets	8
Average Annualized Yields and Rates	9
Segment Financial Highlights	10
Credit-Related Information:
Nonaccrual loans and leases	14
Loans and Leases 90 Days or More Past Due and Accruing	15
Charge-offs, Recoveries, and Related Ratios	16
Summary of Changes in the Components of the Allowance for Credit Losses	18
Capital and Ratios	19
Non-GAAP Financial Measures and Reconciliations	20

The information in this Financial Supplement is preliminary and based on company data available at the time of the earnings presentation.  It speaks only as of the particular date or dates included in the accompanying pages.  The Company does not undertake an obligation to, and disclaims any duty to, update any of the information provided.  Any forward-looking statements in this Financial Supplement are subject to the forward-looking statements language contained in the Company’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which can be found on the SEC’s website (www.sec.gov) or on the Company’s website (www.citizensbank.com). The Company’s future financial performance is subject to the risks and uncertainties described in its SEC filings.

2

CONSOLIDATED FINANCIAL HIGHLIGHTS

(in millions, except share, per-share and ratio data)

	QUARTERLY TRENDS
											1Q21 Change
	1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
											$/bps		%		$/bps	%
SELECTED OPERATING DATA
Total revenue	$1,659		$1,707		$1,791		$1,750		$1,657		($48)		(3	%)	$2	—	%
Noninterest expense	1,018		1,012		988		979		1,012		6		1		6	1
Profit before provision for credit losses	641		695		803		771		645		(54)		(8)		(4)	(1)
Provision for credit losses	(140)		124		428		464		600		(264)		NM		(740)	NM
NET INCOME	611		456		314		253		34		155		34		577	NM
Net income, Underlying1	626		480		338		263		59		146		30		567	NM
Net income available to common stockholders	588		424		289		225		12		164		39		576	NM
Net income available to common stockholders, Underlying1	603		448		313		235		37		155		35		566	NM
PER COMMON SHARE DATA
Basic earnings	$1.38		$0.99		$0.68		$0.53		$0.03		$0.39		39	%	$1.35	NM
Diluted earnings	1.37		0.99		0.68		0.53		0.03		0.38		38		1.34	NM
Basic earnings, Underlying1	1.41		1.05		0.73		0.55		0.09		0.36		34		1.32	NM
Diluted earnings, Underlying1	1.41		1.04		0.73		0.55		0.09		0.37		36		1.32	NM
Cash dividends declared and paid per common share	0.39		0.39		0.39		0.39		0.39		—		—		—	—
Book value per common share	48.57		48.47		48.01		47.92		47.78		0.10		—		0.79	2
Tangible book value per common share	32.79		32.72		32.24		32.13		31.97		0.07		—		0.82	3
Dividend payout ratio	28	%	39	%	58	%	74	%	1,398	%	(1,107)	bps			NM
Dividend payout ratio, Underlying1	28		37		53		71		451		(922)	bps			NM
COMMON SHARES OUTSTANDING
Average: Basic	425,953,716		427,074,822		426,846,096		426,613,053		427,718,421		(1,121,106)		—	%	(1,764,705)	—	%
Diluted	427,880,530		428,881,252		427,992,349		427,566,920		429,388,855		(1,000,722)		—		(1,508,325)	—
Common shares at period-end	425,930,159		427,209,831		427,073,084		426,824,594		426,586,533		(1,279,672)		—		(656,374)	—

1 These are non-GAAP financial measures. For further information on these measures, refer to "Non-GAAP Financial Measures and Reconciliations."

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

	QUARTERLY TRENDS
											1Q21 Change
	1Q21		4Q20		3Q20		2Q20		1Q20		4Q20			1Q20
											$/bps		%	$/bps		%
FINANCIAL RATIOS
Net interest margin	2.75	%	2.75	%	2.82	%	2.87	%	3.09	%	—	bps		(34)	bps
Net interest margin, FTE1	2.76		2.75		2.83		2.88		3.10		1	bps		(34)	bps
Return on average common equity	11.57		8.20		5.60		4.44		0.24		337	bps		1,133	bps
Return on average common equity, Underlying2	11.85		8.66		6.05		4.63		0.74		319	bps		1,111	bps
Return on average tangible common equity	17.17		12.20		8.33		6.62		0.36		497	bps		1,681	bps
Return on average tangible common equity, Underlying2	17.59		12.89		9.00		6.90		1.10		470	bps		1,649	bps
Return on average total assets	1.36		1.00		0.70		0.57		0.08		36	bps		128	bps
Return on average total assets, Underlying2	1.39		1.05		0.76		0.59		0.14		34	bps		125	bps
Return on average total tangible assets	1.41		1.04		0.73		0.59		0.09		37	bps		132	bps
Return on average total tangible assets, Underlying2	1.44		1.10		0.79		0.61		0.15		34	bps		129	bps
Effective income tax rate	21.76		20.16		16.10		17.69		24.13		160	bps		(237)	bps
Effective income tax rate, Underlying2	21.85		21.70		16.79		19.36		24.52		15	bps		(267)	bps
Efficiency ratio	61.35		59.28		55.18		55.91		61.10		207	bps		25	bps
Efficiency ratio, Underlying2	60.19		56.83		53.44		54.85		59.08		336	bps		111	bps
Noninterest income as a % of total revenue	33	%	34	%	37	%	34	%	30	%	(100)	bps		300	bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio	10.1	%	10.0	%	9.8	%	9.6	%	9.4	%
Tier 1 capital ratio	11.4		11.3		11.2		10.9		10.5
Total capital ratio	13.4		13.4		13.3		13.1		12.5
Tier 1 leverage ratio	9.5		9.4		9.5		9.3		9.6
Tangible common equity ratio	7.7		7.9		8.0		7.9		8.0
SELECTED BALANCE SHEET DATA
Loans-to-deposits ratio (period-end balances)	80.74	%	83.64	%	86.81	%	87.53	%	95.54	%	(290)	bps		(1,480)	bps
Loans-to-deposits ratio (average balances)	83.77		84.99		88.36		90.93		95.60		(122)	bps		(1,183)	bps
Full-time equivalent colleagues	17,405		17,584		17,930		18,312		17,863		(179)		(1)	(458)		(3)

1 Net interest income and net interest margin is presented on a fully taxable-equivalent ("FTE") basis using the federal statutory tax rate of 21%. The FTE impact is predominantly attributable to commercial loans for the periods presented.
2 These are non-GAAP financial measures. For further information on these measures, refer to "Non-GAAP Financial Measures and Reconciliations."

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

	QUARTERLY TRENDS
						1Q21 Change
	1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
						$	%		$	%
INTEREST INCOME
Interest and fees on loans and leases	$1,061	$1,105	$1,120	$1,192	$1,302	($44)	(4	%)	($241)	(19	%)
Interest and fees on loans held for sale	18	19	21	20	15	(1)	(5)		3	20
Interest and fees on other loans held for sale	6	1	16	7	9	5	NM		(3)	(33)
Investment securities	128	121	121	130	147	7	6		(19)	(13)
Interest-bearing deposits in banks	3	3	2	1	5	—	—		(2)	(40)
Total interest income	1,216	1,249	1,280	1,350	1,478	(33)	(3)		(262)	(18)
INTEREST EXPENSE
Deposits	50	69	89	124	227	(19)	(28)		(177)	(78)
Short-term borrowed funds	—	1	—	—	1	(1)	(100)		(1)	(100)
Long-term borrowed funds	49	50	54	66	90	(1)	(2)		(41)	(46)
Total interest expense	99	120	143	190	318	(21)	(18)		(219)	(69)
Net interest income	1,117	1,129	1,137	1,160	1,160	(12)	(1)		(43)	(4)
NONINTEREST INCOME
Mortgage banking fees	165	193	287	276	159	(28)	(15)		6	4
Service charges and fees	99	104	97	84	118	(5)	(5)		(19)	(16)
Capital markets fees	81	88	58	61	43	(7)	(8)		38	88
Card fees	55	56	57	48	56	(1)	(2)		(1)	(2)
Trust and investment services fees	58	52	53	45	53	6	12		5	9
Letter of credit and loan fees	38	38	37	31	34	—	—		4	12
Foreign exchange and interest rate products	28	35	27	34	24	(7)	(20)		4	17
Securities gains, net	3	—	1	3	—	3	100		3	100
Other income	15	12	37	8	10	3	25		5	50
Total noninterest income	542	578	654	590	497	(36)	(6)		45	9
TOTAL REVENUE	1,659	1,707	1,791	1,750	1,657	(48)	(3)		2	—
Provision for credit losses	(140)	124	428	464	600	(264)	NM		(740)	NM
NONINTEREST EXPENSE
Salaries and employee benefits	548	537	524	513	549	11	2		(1)	—
Equipment and software	152	141	149	142	133	11	8		19	14
Outside services	139	148	139	131	135	(9)	(6)		4	3
Occupancy	88	84	81	82	84	4	5		4	5
Other operating expense	91	102	95	111	111	(11)	(11)		(20)	(18)
Total noninterest expense	1,018	1,012	988	979	1,012	6	1		6	1
Income before income tax expense	781	571	375	307	45	210	37		736	NM
Income tax expense	170	115	61	54	11	55	48		159	NM
Net income	$611	$456	$314	$253	$34	$155	34	%	$577	NM
Net income, Underlying1	$626	$480	$338	$263	$59	$146	30	%	$567	NM
Net income available to common stockholders	$588	$424	$289	$225	$12	$164	39	%	$576	NM
Net income available to common stockholders, Underlying1	$603	$448	$313	$235	$37	$155	35	%	$566	NM

1 These are non-GAAP financial measures. For further information on these measures, refer to "Non-GAAP Financial Measures and Reconciliations."

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES	AS OF					MARCH 31, 2021 CHANGE
	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2020	Mar 31, 2020	December 31, 2020			March 31, 2020
						$	%		$	%
ASSETS
Cash and due from banks	$1,117	$1,037	$904	$1,088	$1,155	$80	8	%	($38)	(3	%)
Interest-bearing cash and due from banks	13,543	11,696	8,312	6,358	2,903	1,847	16		10,640	NM
Interest-bearing deposits in banks	308	306	328	475	280	2	1		28	10
Debt securities available for sale, at fair value	24,467	22,942	22,884	22,144	22,307	1,525	7		2,160	10
Debt securities held to maturity	2,995	3,235	2,578	2,856	3,071	(240)	(7)		(76)	(2)
Loans held for sale, at fair value	4,304	3,564	3,587	3,631	2,911	740	21		1,393	48
Other loans held for sale	75	439	127	1,362	350	(364)	(83)		(275)	(79)
Loans and leases	122,195	123,090	124,071	125,713	127,528	(895)	(1)		(5,333)	(4)
Less: Allowance for loan and lease losses	(2,194)	(2,443)	(2,542)	(2,448)	(2,171)	249	(10)		(23)	1
Net loans and leases	120,001	120,647	121,529	123,265	125,357	(646)	(1)		(5,356)	(4)
Derivative assets	1,298	1,915	2,030	2,069	1,968	(617)	(32)		(670)	(34)
Premises and equipment	743	759	747	751	746	(16)	(2)		(3)	—
Bank-owned life insurance	2,135	1,756	1,751	1,739	1,736	379	22		399	23
Goodwill	7,050	7,050	7,050	7,050	7,050	—	—		—	—
Other assets	9,181	8,003	7,401	7,086	6,885	1,178	15		2,296	33
TOTAL ASSETS	$187,217	$183,349	$179,228	$179,874	$176,719	$3,868	2	%	$10,498	6	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$46,067	$43,831	$41,249	$40,545	$32,398	$2,236	5	%	$13,669	42	%
Interest-bearing	105,282	103,333	101,672	103,073	101,077	1,949	2		4,205	4
Total deposits	151,349	147,164	142,921	143,618	133,475	4,185	3		17,874	13
Short-term borrowed funds	70	243	252	255	1,059	(173)	(71)		(989)	(93)
Derivative liabilities	111	128	100	198	234	(17)	(13)		(123)	(53)
Deferred taxes, net	593	629	638	709	782	(36)	(6)		(189)	(24)
Long-term borrowed funds:
FHLB advances	19	19	19	6	8,007	—	—		(7,988)	(100)
Senior debt	6,714	6,740	7,504	7,519	6,775	(26)	—		(61)	(1)
Subordinated debt and other debt	1,583	1,587	1,586	1,677	1,655	(4)	—		(72)	(4)
Total long-term borrowed funds	8,316	8,346	9,109	9,202	16,437	(30)	—		(8,121)	(49)
Other liabilities	4,125	4,166	3,739	3,474	2,782	(41)	(1)		1,343	48
TOTAL LIABILITIES	164,564	160,676	156,759	157,456	154,769	3,888	2		9,795	6
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented	1,965	1,965	1,965	1,965	1,570	—	—		395	25
Common stock:
$0.01 par value, 1,000,000,000 shares authorized for each of the periods presented	6	6	6	6	6	—	—		—	—
Additional paid-in capital	18,945	18,940	18,922	18,908	18,901	5	—		44	—
Retained earnings	6,866	6,445	6,189	6,068	6,011	421	7		855	14
Treasury stock, at cost	(4,718)	(4,623)	(4,623)	(4,623)	(4,623)	(95)	(2)		(95)	(2)
Accumulated other comprehensive (loss) income	(411)	(60)	10	94	85	(351)	NM		(496)	NM
TOTAL STOCKHOLDERS' EQUITY	22,653	22,673	22,469	22,418	21,950	(20)	—		703	3
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$187,217	$183,349	$179,228	$179,874	$176,719	$3,868	2	%	$10,498	6	%
Memo: Total tangible common equity	$13,964	$13,979	$13,771	$13,716	$13,639	($15)	—	%	$325	2	%

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF					MARCH 31, 2021 CHANGE
	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2020	Mar 31, 2020	Dec 31, 2020			March 31, 2020
						$	%		$	%
LOANS AND LEASES
Commercial and industrial	$44,058	$44,173	$45,185	$48,017	$49,092	($115)	—	%	($5,034)	(10	%)
Commercial real estate	14,553	14,652	14,889	14,485	14,502	(99)	(1)		51	—
Leases	1,802	1,968	2,288	2,428	2,438	(166)	(8)		(636)	(26)
Total commercial	60,413	60,793	62,362	64,930	66,032	(380)	(1)		(5,619)	(9)
Residential mortgages	19,202	19,539	19,633	19,245	18,721	(337)	(2)		481	3
Home equity	11,854	12,149	12,322	12,541	12,992	(295)	(2)		(1,138)	(9)
Automobile	12,344	12,153	12,035	12,028	12,157	191	2		187	2
Education	12,691	12,308	11,631	10,591	10,887	383	3		1,804	17
Other retail	5,691	6,148	6,088	6,378	6,739	(457)	(7)		(1,048)	(16)
Total retail	61,782	62,297	61,709	60,783	61,496	(515)	(1)		286	—
Total loans and leases	$122,195	$123,090	$124,071	$125,713	$127,528	($895)	(1	%)	($5,333)	(4	%)
Loans held for sale, at fair value	4,304	3,564	3,587	3,631	2,911	740	21		1,393	48
Other loans held for sale	75	439	127	1,362	350	(364)	(83)		(275)	(79)
Loans and leases and loans held for sale	$126,574	$127,093	$127,785	$130,706	$130,789	($519)	—	%	($4,215)	(3	%)
DEPOSITS
Demand	$46,067	$43,831	$41,249	$40,545	$32,398	$2,236	5	%	$13,669	42	%
Checking with interest	26,883	27,204	27,141	27,200	25,358	(321)	(1)		1,525	6
Regular savings	19,634	18,044	17,237	16,665	14,702	1,590	9		4,932	34
Money market accounts	51,074	48,569	46,400	44,965	42,972	2,505	5		8,102	19
Term deposits	7,691	9,516	10,894	14,243	18,045	(1,825)	(19)		(10,354)	(57)
Total deposits	$151,349	$147,164	$142,921	$143,618	$133,475	$4,185	3	%	$17,874	13	%

7

AVERAGE BALANCE SHEETS

(in millions)

	QUARTERLY TRENDS
						1Q21 Change
	1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
						$	%		$	%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$10,861	$11,303	$6,250	$5,231	$1,859	($442)	(4	%)	$9,002	NM
Taxable investment securities	27,031	25,471	24,654	25,180	25,339	1,560	6		1,692	7
Non-taxable investment securities	3	3	4	4	4	—	—		(1)	(25)
Total investment securities	27,034	25,474	24,658	25,184	25,343	1,560	6		1,691	7
Investment securities and interest-bearing deposits	37,895	36,777	30,908	30,415	27,202	1,118	3		10,693	39
Commercial and industrial	44,287	44,594	46,844	50,443	43,152	(307)	(1)		1,135	3
Commercial real estate	14,675	14,745	14,644	14,540	13,876	(70)	—		799	6
Leases	1,915	2,176	2,373	2,426	2,482	(261)	(12)		(567)	(23)
Total commercial	60,877	61,515	63,861	67,409	59,510	(638)	(1)		1,367	2
Residential mortgages	19,388	19,543	19,427	18,872	18,866	(155)	(1)		522	3
Home equity	12,001	12,239	12,416	12,736	13,042	(238)	(2)		(1,041)	(8)
Automobile	12,229	12,066	12,019	11,998	12,173	163	1		56	—
Education	12,436	11,931	10,929	11,183	10,610	505	4		1,826	17
Other retail	5,916	6,167	6,260	6,557	6,854	(251)	(4)		(938)	(14)
Total retail	61,970	61,946	61,051	61,346	61,545	24	—		425	1
Total loans and leases	122,847	123,461	124,912	128,755	121,055	(614)	—		1,792	1
Loans held for sale, at fair value	3,254	3,185	3,295	2,710	1,890	69	2		1,364	72
Other loans held for sale	385	110	1,061	510	799	275	250		(414)	(52)
Total interest-earning assets	164,381	163,533	160,176	162,390	150,946	848	1		13,435	9
Allowance for loan and lease losses	(2,439)	(2,541)	(2,444)	(2,172)	(1,708)	102	4		(731)	(43)
Goodwill	7,050	7,050	7,050	7,050	7,046	—	—		4	—
Other noninterest-earning assets	13,577	13,019	12,893	12,525	10,893	558	4		2,684	25
TOTAL ASSETS	$182,569	$181,061	$177,675	$179,793	$167,177	$1,508	1	%	$15,392	9	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Checking with interest	$26,116	$26,432	$26,638	$26,312	$24,612	($316)	(1	%)	$1,504	6	%
Money market accounts	49,536	48,667	45,187	45,187	39,839	869	2		9,697	24
Regular savings	18,611	17,566	16,902	15,883	14,201	1,045	6		4,410	31
Term deposits	8,572	10,191	12,032	16,470	18,616	(1,619)	(16)		(10,044)	(54)
Total interest-bearing deposits	102,835	102,856	100,759	103,852	97,268	(21)	—		5,567	6
Short-term borrowed funds	150	232	240	222	644	(82)	(35)		(494)	(77)
FHLB advances	19	19	6	2,595	5,138	—	—		(5,119)	(100)
Senior debt	6,732	6,845	7,515	7,499	7,263	(113)	(2)		(531)	(7)
Subordinated debt and other debt	1,585	1,586	1,675	1,661	1,656	(1)	—		(71)	(4)
Total long-term borrowed funds	8,336	8,450	9,196	11,755	14,057	(114)	(1)		(5,721)	(41)
Total borrowed funds	8,486	8,682	9,436	11,977	14,701	(196)	(2)		(6,215)	(42)
Total interest-bearing liabilities	111,321	111,538	110,195	115,829	111,969	(217)	—		(648)	(1)
Total demand deposits	43,814	42,411	40,608	37,745	29,362	1,403	3		14,452	49
Other liabilities	4,858	4,600	4,374	4,086	4,053	258	6		805	20
TOTAL LIABILITIES	159,993	158,549	155,177	157,660	145,384	1,444	1		14,609	10
STOCKHOLDERS' EQUITY	22,576	22,512	22,498	22,133	21,793	64	—		783	4
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$182,569	$181,061	$177,675	$179,793	$167,177	$1,508	1	%	$15,392	9	%
Memo: Total loans and leases, including loans held for sale	$126,486	$126,756	$129,268	$131,975	$123,744	($270)	—	%	$2,742	2	%
Total deposits (interest-bearing and demand)	$146,649	$145,267	$141,367	$141,597	$126,630	$1,382	1	%	$20,019	16	%
Total average tangible common equity	$13,883	$13,814	$13,797	$13,706	$13,484	$69	—	%	$399	3	%

8

AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

	QUARTERLY TRENDS
	1Q21			4Q20			3Q20			2Q20			1Q20
	Rate		Income/Expense	Rate		Income/Expense	Rate		Income/Expense	Rate		Income/Expense	Rate		Income/Expense
INTEREST-EARNING ASSETS
Interest-bearing cash and due from banks and deposits in banks	0.11	%	$3	0.10	%	$3	0.10	%	$2	0.09	%	$1	1.12	%	$5
Taxable investment securities	1.89		128	1.89		121	1.95		121	2.15		130	2.32		147
Non-taxable investment securities	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—
Total investment securities	1.89		128	1.89		121	1.95		121	2.15		130	2.32		147
Investment securities and interest-bearing deposits			131			124			123			131			152
Commercial and industrial	3.12		347	3.25		370	3.20		383	3.23		412	3.82		417
Commercial real estate	2.57		94	2.58		97	2.57		96	2.87		106	3.96		139
Leases	2.69		13	2.58		14	2.65		16	2.75		16	2.83		18
Total commercial	2.98		454	3.07		481	3.03		495	3.14		534	3.81		574
Residential mortgages	3.05		148	3.08		151	3.15		153	3.19		150	3.47		164
Home equity	3.20		95	3.18		98	3.21		100	3.50		111	4.69		152
Automobile	4.14		125	4.26		129	4.23		128	4.33		129	4.34		131
Education	4.38		134	4.55		136	4.74		130	5.21		145	5.64		149
Other retail	7.25		105	7.10		110	7.22		114	7.52		123	7.77		132
Total retail	3.96		607	4.01		624	4.08		625	4.31		658	4.75		728
Total loans and leases	3.47		1,061	3.54		1,105	3.54		1,120	3.69		1,192	4.29		1,302
Loans held for sale, at fair value	2.27		18	2.41		19	2.60		21	2.85		20	3.28		15
Other loans held for sale	6.30		6	3.14		1	6.02		16	4.66		7	4.31		9
Total interest-earning assets	2.97		1,216	3.02		1,249	3.15		1,280	3.33		1,350	3.91		1,478
INTEREST-BEARING LIABILITIES
Checking with interest	0.09		6	0.11		8	0.13		8	0.17		11	0.60		37
Money market accounts	0.18		22	0.22		27	0.28		33	0.35		39	0.94		93
Regular savings	0.11		5	0.15		7	0.24		10	0.39		15	0.51		18
Term deposits	0.83		17	1.09		27	1.25		38	1.44		59	1.70		79
Total interest-bearing deposits	0.20		50	0.27		69	0.35		89	0.48		124	0.94		227
Short-term borrowed funds	0.46		—	0.44		1	0.13		—	0.29		—	0.76		1
FHLB advances	0.92		—	0.93		—	1.42		—	0.86		6	1.87		24
Senior debt	1.91		32	1.93		33	1.84		35	2.25		42	2.69		49
Subordinated debt and other debt	4.22		17	4.35		17	4.67		19	4.22		18	4.13		17
Total long-term borrowed funds	2.35		49	2.38		50	2.35		54	2.22		66	2.56		90
Total borrowed funds	2.32		49	2.33		51	2.30		54	2.18		66	2.48		91
Total interest-bearing liabilities	0.36		99	0.43		120	0.52		143	0.66		190	1.14		318
INTEREST RATE SPREAD	2.62			2.60			2.63			2.67			2.77
NET INTEREST MARGIN AND NET INTEREST INCOME	2.75	%	$1,117	2.75	%	$1,129	2.82	%	$1,137	2.87	%	$1,160	3.09	%	$1,160
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE1	2.76	%	$1,120	2.75	%	$1,132	2.83	%	$1,140	2.88	%	$1,163	3.10	%	$1,164
Memo: Total deposit costs	0.14	%	$50	0.19	%	$69	0.25	%	$89	0.35	%	$124	0.72	%	$227

1Net interest income and net interest margin is presented on a fully taxable-equivalent ("FTE") basis using the federal statutory tax rate of 21%. The FTE impact is predominantly attributable to commercial loans for the periods presented.

9

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS
CONSUMER BANKING											1Q21 Change
	1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
											$/bps		%		$/bps		%
Net interest income	$863		$859		$845		$814		$793		$4		—	%	$70		9	%
Noninterest income	351		375		495		428		357		(24)		(6)		(6)		(2)
Total revenue	1,214		1,234		1,340		1,242		1,150		(20)		(2)		64		6
Noninterest expense	750		749		742		735		738		1		—		12		2
Profit before provision for credit losses	464		485		598		507		412		(21)		(4)		52		13
Provision for credit losses	59		56		55		80		97		3		5		(38)		(39)
Income before income tax expense	405		429		543		427		315		(24)		(6)		90		29
Income tax expense	103		107		136		107		79		(4)		(4)		24		30
Net income	$302		$322		$407		$320		$236		($20)		(6	%)	$66		28	%
AVERAGE BALANCES
Total assets	$75,283		$74,392		$73,605		$71,634		$68,415		$891		1	%	$6,868		10	%
Total loans and leases1	70,188		69,650		69,719		68,205		65,343		538		1		4,845		7
Deposits	97,180		95,007		94,212		91,648		85,228		2,173		2		11,952		14
Interest-earning assets	71,135		70,529		69,925		68,256		65,393		606		1		5,742		9
KEY METRICS
Net interest margin	4.93	%	4.85	%	4.81	%	4.80	%	4.88	%	8	bps			5	bps
Efficiency ratio	61.79		60.75		55.35		59.19		64.16		104	bps			(237)	bps
Loans-to-deposits ratio (period-end balances)	66.44		69.38		70.61		69.17		72.94		(294)	bps			(650)	bps
Loans-to-deposits ratio (average balances)	68.99		70.12		69.88		71.59		74.07		(113)	bps			(508)	bps
Return on average total tangible assets	1.63		1.72		2.21		1.80		1.39		(9)	bps			24	bps

1Includes loans held for sale.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING, CONTINUED

(in millions, except ratio data)

	QUARTERLY TRENDS
											1Q21 Change
	1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
											$/bps		%		$/bps		%
MORTGAGE BANKING FEES
Production revenue	$140		$194		$275		$271		$136		($54)		(28	%)	$4		3	%
Mortgage servicing revenue	—		3		2		9		17		(3)		(100)		(17)		(100)
MSR valuation changes, net of hedge impact	25		(3)		10		(4)		6		28		NM		19		NM
Total mortgage banking fees	$165		$194		$287		$276		$159		($29)		(15	%)	$6		4	%
Gain on sale of secondary originations	1.44	%	2.09	%	3.04	%	3.09	%	2.36	%	(65)	bps			(92)	bps
RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$3,744		$4,096		$4,300		$3,882		$2,523		($352)		(9	%)	$1,221		48	%
Third Party	7,398		6,762		6,811		7,388		4,813		636		9		2,585		54
Total	$11,142		$10,858		$11,111		$11,270		$7,336		$284		3	%	$3,806		52	%
Originated for sale	87	%	85	%	82	%	81	%	83	%	200	bps			400	bps
Originated for investment	13		15		18		19		17		(200)	bps			(400)	bps
Total	100	%	100	%	100	%	100	%	100	%
MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$81,805		$81,240		$80,700		$79,942		$79,157		$565		1	%	$2,648		3	%
Owned loans serviced	22,762		22,582		22,193		21,642		21,057		180		1		1,705		8
Total	$104,567		$103,822		$102,893		$101,584		$100,214		$745		1	%	$4,353		4	%
MSR at fair value	$893		$658		$606		$568		$577		$235		36	%	$316		55	%

11

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS
COMMERCIAL BANKING											1Q21 Change
	1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
											$/bps		%		$/bps		%
Net interest income	$421		$438		$421		$419		$365		($17)		(4	%)	$56		15	%
Noninterest income	170		182		144		144		125		(12)		(7)		45		36
Total revenue	591		620		565		563		490		(29)		(5)		101		21
Noninterest expense	227		216		210		213		221		11		5		6		3
Profit before provision for credit losses	364		404		355		350		269		(40)		(10)		95		35
Provision for credit losses	101		124		161		70		43		(23)		(19)		58		135
Income before income tax expense	263		280		194		280		226		(17)		(6)		37		16
Income tax expense	52		59		41		59		47		(7)		(12)		5		11
Net income	$211		$221		$153		$221		$179		($10)		(5	%)	$32		18	%
AVERAGE BALANCES
Total assets	$57,738		$58,212		$60,889		$65,280		$59,005		($474)		(1	%)	($1,267)		(2	%)
Total loans and leases1	54,813		55,407		57,796		62,011		56,555		(594)		(1)		(1,742)		(3)
Deposits	43,974		44,920		41,393		41,750		33,545		(946)		(2)		10,429		31
Interest-earning assets	55,175		55,752		58,177		62,422		57,016		(577)		(1)		(1,841)		(3)
KEY METRICS
Net interest margin	3.09	%	3.12	%	2.88	%	2.70	%	2.57	%	(3)	bps			52	bps
Efficiency ratio	38.33		34.94		37.03		37.93		45.06		339	bps			(673)	bps
Loans-to-deposits ratio (period-end balances)	120.66		121.09		129.43		140.79		164.10		(43)	bps			(4,344)	bps
Loans-to-deposits ratio (average balances)	123.53		122.75		138.48		147.03		167.18		78	bps			(4,365)	bps
Return on average total tangible assets	1.48		1.51		1.01		1.36		1.22		(3)	bps			26	bps

1Includes loans held for sale.

12

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS
OTHER1						1Q21 Change
	1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
						$	%		$	%
Net interest income	($167)	($168)	($129)	($73)	$2	$1	1	%	($169)	NM
Noninterest income	21	21	15	18	15	—	—		6	40
Total revenue	(146)	(147)	(114)	(55)	17	1	1		(163)	NM
Noninterest expense	41	47	36	31	53	(6)	(13)		(12)	(23)
Loss before provision for credit losses	(187)	(194)	(150)	(86)	(36)	7	4		(151)	NM
Provision for credit losses	(300)	(56)	212	314	460	(244)	NM		(760)	NM
Income (loss) before income tax expense (benefit)	113	(138)	(362)	(400)	(496)	251	NM		609	NM
Income tax expense (benefit)	15	(51)	(116)	(112)	(115)	66	NM		130	NM
Net income (loss)	$98	($87)	($246)	($288)	($381)	$185	NM		$479	NM
AVERAGE BALANCES
Total assets	$49,548	$48,457	$43,181	$42,879	$39,757	$1,091	2	%	$9,791	25	%
Total loans and leases2	1,485	1,699	1,753	1,759	1,846	(214)	(13)		(361)	(20)
Deposits	5,495	5,340	5,762	8,199	7,857	155	3		(2,362)	(30)
Interest-earning assets	38,071	37,252	32,074	31,712	28,537	819	2		9,534	33

1Includes the financial impact of non-core, liquidating loan portfolios and other non-core assets, our treasury activities, wholesale funding activities, securities portfolio, community development assets and other
unallocated assets, liabilities, capital, revenues, provision for credit losses, expenses and income tax expense, not attributed to our Consumer Banking or Commercial Banking segments.

2Includes loans held for sale.

13

CREDIT-RELATED INFORMATION

(in millions, except ratio data)

	AS OF										MARCH 31, 2021 CHANGE
	Mar 31, 2021		Dec 31, 2020		Sept 30, 2020		June 30, 2020		Mar 31, 2020		Dec 31, 2020				March 31, 2020
											$/bps		%		$/bps		%
NONACCRUAL LOANS AND LEASES
Commercial and industrial	$281		$280		$435		$366		$305		$1		—	%	($24)		(8	%)
Commercial real estate	100		176		323		61		8		(76)		(43)		92		NM
Leases	1		2		2		79		1		(1)		(50)		—		—
Total commercial	382		458		760		506		314		(76)		(17)		68		22
Residential mortgages	237		167		131		112		101		70		42		136		135
Home equity	269		276		265		254		242		(7)		(3)		27		11
Automobile	70		72		80		67		69		(2)		(3)		1		1
Education	22		18		16		18		21		4		22		1		5
Other retail	28		28		25		33		33		—		—		(5)		(15)
Total retail	626		561		517		484		466		65		12		160		34
Nonaccrual loans and leases	1,008		1,019		1,277		990		780		(11)		(1)		228		29
Repossessed assets	18		19		27		33		44		(1)		(5)		(26)		(59)
Nonaccrual loans and leases and repossessed assets	$1,026		$1,038		$1,304		$1,023		$824		($12)		(1	%)	$202		25	%
NONACCRUAL LOANS AND LEASES BY PRODUCT1
Commercial	$382		$458		$760		$506		$314		($76)		(17	%)	$68		22	%
Retail	644		580		544		517		510		64		11		134		26
Total nonaccrual loans and leases	$1,026		$1,038		$1,304		$1,023		$824		($12)		(1	%)	$202		25	%
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases	1.80	%	1.98	%	2.05	%	1.95	%	1.70	%	(18)	bps			10	bps
Allowance for credit losses to loans and leases	1.94		2.17		2.21		2.01		1.73		(23)				21
Allowance for loan and lease losses to nonaccrual and leases	217.74		239.72		199.04		247.40		278.51		(2,198)				(6,077)
Allowance for credit losses to nonaccrual loans and leases	235.42		262.02		214.22		255.39		283.48		(2,660)				(4,806)
Nonaccrual loans and leases to loans and leases	0.82		0.83		1.03		0.79		0.61		(1)				21

1Nonaccrual loans and leases by product includes repossessed assets.

14

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

	AS OF					MARCH 31, 2021 CHANGE
	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2020	Mar 31, 2020	Dec 31, 2020			March 31, 2020
						$/bps	%		$/bps	%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial and industrial	$3	$20	$3	$33	$—	($17)	(85	%)	$3	100	%
Commercial real estate	9	—	—	—	—	9	100		9	100
Leases	—	1	—	—	—	(1)	(100)		—	—
Total commercial	12	21	3	33	—	(9)	(43)		12	100
Residential mortgages	23	30	17	13	14	(7)	(23)		9	64
Education	2	2	2	2	2	—	—		—	—
Other retail	9	9	6	7	11	—	—		(2)	(18)
Total retail	34	41	25	22	27	(7)	(17)		7	26
Total loans and leases	$46	$62	$28	$55	$27	($16)	(26	%)	$19	70	%

15

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS
						1Q21 Change
	1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
						$	%		$	%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial and industrial	$80	$51	$81	$68	$47	$29	57	%	$33	70
Commercial real estate	53	70	42	—	—	(17)	(24)		53	100
Leases	1	24	48	6	—	(23)	(96)		1	100
Total commercial	134	145	171	74	47	(11)	(8)		87	185
Residential mortgages	—	2	2	2	1	(2)	(100)		(1)	(100)
Home equity	4	5	6	6	8	(1)	(20)		(4)	(50)
Automobile	25	22	22	31	39	3	14		(14)	(36)
Education	13	10	9	14	18	3	30		(5)	(28)
Other retail	51	48	47	53	61	3	6		(10)	(16)
Total retail	93	87	86	106	127	6	7		(34)	(27)
Total gross charge-offs	$227	$232	$257	$180	$174	($5)	(2	%)	$53	30	%
GROSS RECOVERIES
Commercial and industrial	$3	$4	$1	$3	$3	($1)	(25	%)	$—	—	%
Commercial real estate	27	1	—	—	—	26	NM		27	100
Leases	—	—	—	—	—	—	—		—	—
Total commercial	30	5	1	3	3	25	NM		27	NM
Residential mortgages	1	2	2	1	1	(1)	(50)		—	—
Home equity	11	11	8	8	11	—	—		—	—
Automobile	14	13	15	11	12	1	8		2	17
Education	6	4	4	4	4	2	50		2	50
Other retail	7	7	8	6	6	—	—		1	17
Total retail	39	37	37	30	34	2	5		5	15
Total gross recoveries	$69	$42	$38	$33	$37	$27	64	%	$32	86	%
NET CHARGE-OFFS (RECOVERIES)
Commercial and industrial	$77	$47	$80	$65	$44	$30	64	%	$33	75
Commercial real estate	26	69	42	—	—	(43)	(62)		26	100
Leases	1	24	48	6	—	(23)	(96)		1	100
Total commercial	104	140	170	71	44	(36)	(26)		60	136
Residential mortgages	(1)	—	—	1	—	(1)	(100)		(1)	(100)
Home equity	(7)	(6)	(2)	(2)	(3)	(1)	(17)		(4)	(133)
Automobile	11	9	7	20	27	2	22		(16)	(59)
Education	7	6	5	10	14	1	17		(7)	(50)
Other retail	44	41	39	47	55	3	7		(11)	(20)
Total retail	54	50	49	76	93	4	8		(39)	(42)
Total net charge-offs	$158	$190	$219	$147	$137	($32)	(17	%)	$21	15	%

16

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS
											1Q21 Change
	1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
											$/bps		%		$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial and industrial	0.70	%	0.41	%	0.68	%	0.52	%	0.41	%	29	bps			29	bps
Commercial real estate	0.73		1.88		1.13		—		—		(115)	bps			73	bps
Leases	0.26		4.44		7.99		1.03		0.07		(418)	bps			19	bps
Total commercial	0.69		0.91		1.06		0.42		0.30		(22)	bps			39	bps
Residential mortgages	(0.01)		—		—		0.02		0.01		(1)	bps			(2)	bps
Home equity	(0.25)		(0.19)		(0.10)		(0.05)		(0.10)		(6)	bps			(15)	bps
Automobile	0.35		0.29		0.24		0.68		0.88		6	bps			(53)	bps
Education	0.24		0.18		0.21		0.34		0.55		6	bps			(31)	bps
Other retail	3.00		2.62		2.46		2.93		3.21		38	bps			(21)	bps
Total retail	0.35		0.32		0.32		0.50		0.61		3	bps			(26)	bps
Total loans and leases	0.52	%	0.61	%	0.70	%	0.46	%	0.46	%	(9)	bps			6	bps
Memo: Average loans
Commercial and industrial	$44,287		$44,594		$46,844		$50,443		$43,152		($307)		(1	%)	$1,135		3	%
Commercial real estate	14,675		14,745		14,644		14,540		13,876		(70)		—		799		6
Leases	1,915		2,176		2,373		2,426		2,482		(261)		(12)		(567)		(23)
Total commercial	60,877		61,515		63,861		67,409		59,510		(638)		(1)		1,367		2
Residential mortgages	19,388		19,543		19,427		18,872		18,866		(155)		(1)		522		3
Home equity	12,001		12,239		12,416		12,736		13,042		(238)		(2)		(1,041)		(8)
Automobile	12,229		12,066		12,019		11,998		12,173		163		1		56		—
Education	12,436		11,931		10,929		11,183		10,610		505		4		1,826		17
Other retail	5,916		6,167		6,260		6,557		6,854		(251)		(4)		(938)		(14)
Total retail	61,970		61,946		61,051		61,346		61,545		24		—		425		1
Total loans and leases	$122,847		$123,461		$124,912		$128,755		$121,055		($614)		—	%	$1,792		1	%

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS
						1Q21 Change
	1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
						$	%		$	%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$2,443	$2,542	$2,448	$2,171	$1,252	($99)	(4	%)	$1,191	95	%
Cumulative effect of change in accounting principle:
Commercial	—	—	—	—	(176)	—	—		176	100
Retail	—	—	—	—	629	—	—		(629)	(100)
Total cumulative effect of change in accounting principle	—	—	—	—	453	—	—		(453)	(100)
Allowance for loan and lease losses - beginning, adjusted	2,443	2,542	2,448	2,171	1,705	(99)	(4)		738	43
Charge-offs:
Commercial	134	145	171	74	47	(11)	(8)		87	185
Retail	93	87	86	106	127	6	7		(34)	(27)
Total charge-offs	227	232	257	180	174	(5)	(2)		53	30
Recoveries:
Commercial	30	5	1	3	3	25	NM		27	NM
Retail	39	37	37	30	34	2	5		5	15
Total recoveries	69	42	38	33	37	27	64		32	86
Net charge-offs	158	190	219	147	137	(32)	(17)		21	15
Provision for loan and lease losses:
Commercial	17	84	224	554	298	(67)	(80)		(281)	(94)
Retail	(108)	7	89	(130)	305	(115)	NM		(413)	NM
Total provision for loan and lease losses	(91)	91	313	424	603	(182)	NM		(694)	NM
Allowance for loan and lease losses - ending	$2,194	$2,443	$2,542	$2,448	$2,171	($249)	(10	%)	$23	1	%
Allowance for unfunded lending commitments - beginning	$227	$194	$79	$39	$44	$33	17	%	$183	NM
Cumulative effect of change in accounting principle	—	—	—	—	(2)	—	—		2	100
Provision for unfunded lending commitments	(49)	33	115	40	(3)	(82)	NM		(46)	NM
Allowance for unfunded lending commitments - ending	$178	$227	$194	$79	$39	($49)	(22	%)	$139	NM
Total allowance for credit losses - ending	$2,372	$2,670	$2,736	$2,527	$2,210	($298)	(11	%)	$162	7	%
Memo: Total allowance for credit losses by product
Commercial	$1,311	$1,419	$1,441	$1,304	$790	($108)	(8	%)	$521	66	%
Retail	1,061	1,251	1,295	1,223	1,420	(190)	(15)		(359)	(25)
Total allowance for credit losses	$2,372	$2,670	$2,736	$2,527	$2,210	($298)	(11	%)	$162	7	%

18

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF
											MARCH 31, 2021 CHANGE
	Mar 31, 2021		Dec 31, 2020		Sept 30, 2020		June 30, 2020		Mar 31, 2020		Dec 31, 2020			March 31, 2020
											$	%		$	%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$14,867		$14,607		$14,345		$14,154		$14,007		$260	2	%	$860	6	%
Tier 1 capital	16,832		16,572		16,310		16,119		15,577		260	2		1,255	8
Total capital	19,879		19,602		19,427		19,319		18,592		277	1		1,287	7
Risk-weighted assets	147,817		146,781		146,131		147,260		148,946		1,036	1		(1,129)	(1)
Adjusted average assets1	176,890		175,370		171,938		174,017		161,715		1,520	1		15,175	9
CET1 capital ratio	10.1	%	10.0	%	9.8	%	9.6	%	9.4	%
Tier 1 capital ratio	11.4		11.3		11.2		10.9		10.5
Total capital ratio	13.4		13.4		13.3		13.1		12.5
Tier 1 leverage ratio	9.5		9.4		9.5		9.3		9.6
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders' equity	$20,688		$20,708		$20,504		$20,453		$20,380		($20)	—	%	$308	2	%
Less: Goodwill	7,050		7,050		7,050		7,050		7,050		—	—		—	—
Less: Other intangible assets	54		58		60		63		66		(4)	(7)		(12)	(18)
Add: Deferred tax liabilities2	380		379		377		376		375		1	—		5	1
Total tangible common equity	$13,964		$13,979		$13,771		$13,716		$13,639		($15)	—	%	$325	2	%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders' equity	$20,611		$20,547		$20,534		$20,446		$20,223		$64	—	%	$388	2	%
Less: Goodwill	7,050		7,050		7,050		7,050		7,046		—	—		4	—
Less: Other intangible assets	57		60		62		65		67		(3)	(5)		(10)	(15)
Add: Deferred tax liabilities2	379		377		375		375		374		2	1		5	1
Total tangible common equity	$13,883		$13,814		$13,797		$13,706		$13,484		$69	—	%	$399	3	%
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$7,050		$7,050		$7,050		$7,050		$7,050		$—	—	%	$—	—	%
Other intangible assets	54		58		60		63		66		(4)	(7)		(12)	(18)
Total intangible assets	$7,104		$7,108		$7,110		$7,113		$7,116		($4)	—	%	($12)	—	%

1Adjusted average assets include quarterly average assets, less deductions for disallowed goodwill and other intangible assets, net of deferred tax liabilities related to tax deductible goodwill, and the accumulated other comprehensive
income impact related to the adoption of post-retirement benefit plan guidance under GAAP.

2Deferred tax liabilities relate to tax-deductible goodwill, which is netted against goodwill when calculating tangible common equity.

19

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

(in millions, except share, per-share and ratio data)

Non-GAAP Financial Measures

This document contains non-GAAP financial measures denoted as Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The following tables present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

20

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
							1Q21 Change
		1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
							$	%		$	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,659	$1,707	$1,791	$1,750	$1,657	($48)	(3	%)	$2	—	%
Less: Notable items		—	—	—	—	—	—	—		—	—
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,707	$1,791	$1,750	$1,657	($48)	(3	%)	$2	—	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$1,018	$1,012	$988	$979	$1,012	$6	1	%	$6	1	%
Less: Notable items		20	42	31	19	33	(22)	(52)		(13)	(39)
Noninterest expense, Underlying (non-GAAP)	D	$998	$970	$957	$960	$979	$28	3	%	$19	2	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,659	$1,707	$1,791	$1,750	$1,657	($48)	(3	%)	$2	—	%
Less: Noninterest expense (GAAP)	C	1,018	1,012	988	979	1,012	6	1		6	1
Pre-provision profit (GAAP)		$641	$695	$803	$771	$645	($54)	(8	%)	($4)	(1	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,707	$1,791	$1,750	$1,657	($48)	(3	%)	$2	—	%
Less: Noninterest expense, Underlying (non-GAAP)	D	998	970	957	960	979	28	3		19	2
Pre-provision profit, Underlying (non-GAAP)		$661	$737	$834	$790	$678	($76)	(10	%)	($17)	(3	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$781	$571	$375	$307	$45	$210	37	%	$736	NM
Less: Expense before income tax benefit related to notable items		(20)	(42)	(31)	(19)	(33)	22	52		13	39
Income before income tax expense, Underlying (non-GAAP)	F	$801	$613	$406	$326	$78	$188	31	%	$723	NM
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$170	$115	$61	$54	$11	$55	48	%	$159	NM
Less: Income tax benefit related to notable items		(5)	(18)	(7)	(9)	(8)	13	72		3	38
Income tax expense, Underlying (non-GAAP)	H	$175	$133	$68	$63	$19	$42	32	%	$156	NM
Net income, Underlying:
Net income (GAAP)	I	$611	$456	$314	$253	$34	$155	34	%	$577	NM
Add: Notable items, net of income tax benefit		15	24	24	10	25	(9)	(38)		(10)	(40)
Net income, Underlying (non-GAAP)	J	$626	$480	$338	$263	$59	$146	30	%	$567	NM
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$588	$424	$289	$225	$12	$164	39	%	$576	NM
Add: Notable items, net of income tax benefit		15	24	24	10	25	(9)	(38)		(10)	(40)
Net income available to common stockholders, Underlying (non-GAAP)	L	$603	$448	$313	$235	$37	$155	35	%	$566	NM

21

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
												1Q21 Change
		1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
												$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,659		$1,707		$1,791		$1,750		$1,657		($48)		(2.86	%)	$2		0.07	%
Less: Noninterest expense (GAAP)	C	1,018		1,012		988		979		1,012		6		0.54		6		0.48
Operating leverage														(3.40	%)			(0.41	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659		$1,707		$1,791		$1,750		$1,657		($48)		(2.86	%)	$2		0.07	%
Less: Noninterest expense, Underlying (non-GAAP)	D	998		970		957		960		979		28		2.89		19		1.94
Operating leverage, Underlying (non-GAAP)														(5.75	%)			(1.87	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	61.35	%	59.28	%	55.18	%	55.91	%	61.10	%	207	bps			25	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	60.19		56.83		53.44		54.85		59.08		336	bps			111	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	21.76	%	20.16	%	16.10	%	17.69	%	24.13	%	160	bps			(237)	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	21.85		21.70		16.79		19.36		24.52		15	bps			(267)	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$20,611		$20,547		$20,534		$20,446		$20,223		$64		—	%	$388		2	%
Return on average common equity	K/M	11.57	%	8.20	%	5.60	%	4.44	%	0.24	%	337	bps			1,133	bps
Return on average common equity, Underlying (non-GAAP)	L/M	11.85		8.66		6.05		4.63		0.74		319	bps			1,111	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$20,611		$20,547		$20,534		$20,446		$20,223		$64		—	%	$388		2	%
Less: Average goodwill (GAAP)		7,050		7,050		7,050		7,050		7,046		—		—		4		—
Less: Average other intangibles (GAAP)		57		60		62		65		67		(3)		(5)		(10)		(15)
Add: Average deferred tax liabilities related to goodwill (GAAP)		379		377		375		375		374		2		1		5		1
Average tangible common equity	N	$13,883		$13,814		$13,797		$13,706		$13,484		$69		—	%	$399		3	%
Return on average tangible common equity	K/N	17.17	%	12.20	%	8.33	%	6.62	%	0.36	%	497	bps			1,681	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	17.59		12.89		9.00		6.90		1.10		470	bps			1,649	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$182,569		$181,061		$177,675		$179,793		$167,177		$1,508		1	%	$15,392		9	%
Return on average total assets	I/O	1.36	%	1.00	%	0.70	%	0.57	%	0.08	%	36	bps			128	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.39		1.05		0.76		0.59		0.14		34	bps			125	bps

22

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

		QUARTERLY TRENDS
												1Q21 Change
		1Q21		4Q20		3Q20		2Q20		1Q20		4Q20				1Q20
												$/bps		%		$/bps		%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$182,569		$181,061		$177,675		$179,793		$167,177		$1,508		1	%	$15,392		9	%
Less: Average goodwill (GAAP)		7,050		7,050		7,050		7,050		7,046		—		—		4		—
Less: Average other intangibles (GAAP)		57		60		62		65		67		(3)		(5)		(10)		(15)
Add: Average deferred tax liabilities related to goodwill (GAAP)		379		377		375		375		374		2		1		5		1
Average tangible assets	Q	$175,841		$174,328		$170,938		$173,053		$160,438		$1,513		1	%	$15,403		10	%
Return on average total tangible assets	I/Q	1.41	%	1.04	%	0.73	%	0.59	%	0.09	%	37	bps			132	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.44		1.10		0.79		0.61		0.15		34	bps			129	bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	425,930,159		427,209,831		427,073,084		426,824,594		426,586,533		(1,279,672)		—	%	(656,374)		—	%
Common stockholders' equity (GAAP)		$20,688		$20,708		$20,504		$20,453		$20,380		($20)		—		$308		2
Less: Goodwill (GAAP)		7,050		7,050		7,050		7,050		7,050		—		—		—		—
Less: Other intangible assets (GAAP)		54		58		60		63		66		(4)		(7)		(12)		(18)
Add: Deferred tax liabilities related to goodwill (GAAP)		380		379		377		376		375		1		—		5		1
Tangible common equity	S	$13,964		$13,979		$13,771		$13,716		$13,639		($15)		—	%	$325		2	%
Tangible book value per common share	S/R	$32.79		$32.72		$32.24		$32.13		$31.97		$0.07		—	%	$0.82		3	%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	T	425,953,716		427,074,822		426,846,096		426,613,053		427,718,421		(1,121,106)		—	%	(1,764,705)		—	%
Average common shares outstanding - diluted (GAAP)	U	427,880,530		428,881,252		427,992,349		427,566,920		429,388,855		(1,000,722)		—		(1,508,325)		—
Net income per average common share - basic (GAAP)	K/T	$1.38		$0.99		$0.68		$0.53		$0.03		$0.39		39		$1.35		NM
Net income per average common share - diluted (GAAP)	K/U	1.37		0.99		0.68		0.53		0.03		0.38		38		1.34		NM
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.41		1.05		0.73		0.55		0.09		0.36		34		1.32		NM
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.41		1.04		0.73		0.55		0.09		0.37		36		1.32		NM
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	V	$0.39		$0.39		$0.39		$0.39		$0.39		$—		—	%	$—		—	%
Dividend payout ratio	V/(K/T)	28	%	39	%	58	%	74	%	1,398	%	(1,107) bps				NM
Dividend payout ratio, Underlying (non-GAAP)	V/(L/T)	28		37		53		71		451		(922) bps				NM

23

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(in millions, except share, per-share and ratio data)

	QUARTERLY TRENDS
						1Q21 Change
	1Q21	4Q20	3Q20	2Q20	1Q20	4Q20			1Q20
						$	%		$	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$548	$537	$524	$513	$549	$11	2	%	($1)	—	%
Less: Notable items	—	18	13	4	10	(18)	(100)		(10)	(100)
Salaries and employee benefits, Underlying (non-GAAP)	$548	$519	$511	$509	$539	$29	6	%	$9	2	%
Equipment and software, Underlying:
Equipment and software(GAAP)	$152	$141	$149	$142	$133	$11	8	%	$19	14	%
Less: Notable items	4	1	1	—	1	3	NM		3	NM
Equipment and software, Underlying (non-GAAP)	$148	$140	$148	$142	$132	$8	6	%	$16	12	%
Outside services, Underlying:
Outside services (GAAP)	$139	$148	$139	$131	$135	($9)	(6	%)	$4	3	%
Less: Notable items	7	17	16	12	18	(10)	(59)		(11)	(61)
Outside services, Underlying (non-GAAP)	$132	$131	$123	$119	$117	$1	1	%	$15	13	%
Occupancy, Underlying:
Occupancy (GAAP)	$88	$84	$81	$82	$84	$4	5	%	$4	5	%
Less: Notable items	9	6	1	3	4	3	50		5	125
Occupancy, Underlying (non-GAAP)	$79	$78	$80	$79	$80	$1	1	%	($1)	(1	%)

24

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

		FIRST QUARTER 2021							FOURTH QUARTER 2020							THIRD QUARTER 2020
		Consumer Banking		Commercial Banking		Other	Consolidated		Consumer Banking		Commercial Banking		Other	Consolidated		Consumer Banking		Commercial Banking		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$302		$211		$98	$611		$322		$221		($87)	$456		$407		$153		($246)	$314
Less: Preferred stock dividends		—		—		23	23		—		—		32	32		—		—		25	25
Net income (loss) available to common stockholders	B	$302		$211		$75	$588		$322		$221		($119)	$424		$407		$153		($271)	$289
Return on average total tangible assets:
Average total assets (GAAP)		$75,283		$57,738		$49,548	$182,569		$74,392		$58,212		$48,457	$181,061		$73,605		$60,889		$43,181	$177,675
Less: Average goodwill (GAAP)		122		52		6,876	7,050		122		52		6,876	7,050		122		52		6,876	7,050
Average other intangibles (GAAP)		37		5		15	57		39		5		16	60		40		5		17	62
Add: Average deferred tax liabilities related to goodwill (GAAP)		3		1		375	379		3		1		373	377		2		1		372	375
Average tangible assets	C	$75,127		$57,682		$43,032	$175,841		$74,234		$58,156		$41,938	$174,328		$73,445		$60,833		$36,660	$170,938
Return on average total tangible assets	A/C	1.63	%	1.48	%	NM	1.41	%	1.72	%	1.51	%	NM	1.04	%	2.21	%	1.01	%	NM	0.73	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$750		$227		$41	$1,018		$749		$216		$47	$1,012		$742		$210		$36	$988
Net interest income (GAAP)		863		421		(167)	1,117		859		438		(168)	1,129		845		421		(129)	1,137
Noninterest income (GAAP)		351		170		21	542		375		182		21	578		495		144		15	654
Total revenue (GAAP)	E	$1,214		$591		($146)	$1,659		$1,234		$620		($147)	$1,707		$1,340		$565		($114)	$1,791
Efficiency ratio	D/E	61.79	%	38.33	%	NM	61.35	%	60.75	%	34.94	%	NM	59.28	%	55.35	%	37.03	%	NM	55.18	%

		SECOND QUARTER 2020							FIRST QUARTER 2020
		Consumer Banking		Commercial Banking		Other	Consolidated		Consumer Banking		Commercial Banking		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$320		$221		($288)	$253		$236		$179		($381)	$34
Less: Preferred stock dividends		—		—		28	28		—		—		22	22
Net income (loss) available to common stockholders	B	$320		$221		($316)	$225		$236		$179		($403)	$12
Return on average total tangible assets:
Average total assets (GAAP)		$71,634		$65,280		$42,879	$179,793		$68,415		$59,005		$39,757	$167,177
Less: Average goodwill (GAAP)		122		52		6,876	7,050		122		48		6,876	7,046
Average other intangibles (GAAP)		41		6		18	65		43		6		18	67
Add: Average deferred tax liabilities related to goodwill (GAAP)		2		1		372	375		1		1		372	374
Average tangible assets	C	$71,473		$65,223		$36,357	$173,053		$68,251		$58,952		$33,235	$160,438
Return on average total tangible assets	A/C	1.80	%	1.36	%	NM	0.59	%	1.39	%	1.22	%	NM	0.09	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$735		$213		$31	$979		$738		$221		$53	$1,012
Net interest income (GAAP)		814		419		(73)	1,160		793		365		2	1,160
Noninterest income (GAAP)		428		144		18	590		357		125		15	497
Total revenue (GAAP)	E	$1,242		$563		($55)	$1,750		$1,150		$490		$17	$1,657
Efficiency ratio	D/E	59.19	%	37.93	%	NM	55.91	%	64.16	%	45.06	%	NM	61.10	%

25

XML

Document and Entity Information Document	Apr. 16, 2021
Document and Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	Apr. 16, 2021
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	401
Local Phone Number	456-7000
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	CFG
Security Exchange Name	NYSE
Series D Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 6.350% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Trading Symbol	CFG PrD
Security Exchange Name	NYSE
Series E Preferred Stock [Member]
Document and Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares, each representing a 1/40th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	CFG PrE
Security Exchange Name	NYSE