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): July 20, 2021

 (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 July 20, 2021, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second 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 July 20, 2021
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued July 20, 2021
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for second 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:  July 20, 2021

EX-99.1

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

$648 millionand EPS of $1.44

Underlying Net Income of $656 million and EPS of $1.46*

	Key Financial Data	2Q21			1Q21			2Q20			Second Quarter 2021 Highlights
Income Statement	($s in millions)										■Underlying ROTCE of 17.7% and underlying EPS of $1.46 reflects diversity of fee businesses and excellent credit results ■Underlying PPNR of $629 million reflects: –Lower Mortgage revenue on further tightening of gain on sale margins despite strong origination levels –Record results in Capital Markets and Wealth given the benefit of investments and acquisitions to broaden our capabilities –Net interest income up 1%, with interest-earning asset growth offsetting modest margin decline –Interest-bearing deposit costs of 16 bps, down 4 bps QoQ –Well-controlled expenses, down 2% QoQ ■Credit provision benefit of $213 million driven by macroeconomic improvement and strong credit performance ■Average loans up 1% QoQ ■Period-end LDR of 81.4% ■Strong capital position with CET1 at 10.3% ■TBV/share of $33.95, up 6% YoY
	Total revenue	$	1,609		$	1,659		$	1,750
	Pre-provision profit	618			641			771
	Underlying pre-provision profit	629			661			790
	Provision for credit losses	(213)			(140)			464
	Net income	648			611			253
	Underlying net income	656			626			263
Balance Sheet & Credit Quality	($s in billions)
	Period end loans and leases	$	122.6		$	122.2		$	125.7
	Average loans and leases	123.5			122.8			128.8
	Period-end deposits	150.6			151.3			143.6
	Average deposits	150.3			146.6			141.6
	Period-end loans-to-deposit ratio	81.4		%	80.7		%	87.5		%
	ACL to loans ratio	1.70			1.94			2.01
	ACL to loans ratio, ex. PPP	1.75			2.03			2.09
	NCO ratio	0.25		%	0.52		%	0.46		%
Financial Metrics	Diluted EPS	$	1.44		$	1.37		$	0.53
	Underlying EPS	1.46			1.41			0.55
	ROTCE	17.5		%	17.2		%	6.6		%
	Underlying ROTCE	17.7			17.6			6.9
	Net interest margin, FTE	2.72			2.76			2.88
	Efficiency ratio	62			61			56
	Underlying efficiency ratio	61			60			55
	CET1	10.3		%	10.1		%	9.6		%
	TBV/Share	$	33.95		$	32.79		$	32.13

Comments from Chairman and CEO Bruce Van Saun

“We continued to demonstrate the strength and diversity of our business model in the second quarter, as a drop in Mortgage revenue was partially offset by record results in Capital Markets and Wealth,” said Chairman and CEO Bruce Van Saun. “We saw modest loan growth during the quarter, and expect that to accelerate in the second half as the economy continues to grow and excess liquidity is redeployed. We are executing well on our strategic initiatives and have commenced work on a TOP 7 program, with details to be announced later this year.”

Citizens also announced today that its board of directors declared a third quarter 2021 common stock dividend of $0.39 per share. The dividend is payable on August 13, 2021 to shareholders of record at the close of business on July 30, 2021.

*References in this release to "Underlying" results exclude notable items and are non-GAAP Financial Measures. For more details on non-GAAP Financial Measures see page 13 in this release. 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										2Q21 change from
($s in millions)	2Q21			1Q21			2Q20			1Q21					2Q20
										$/bps			%		$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,084		$	1,085		$	1,219		$	(1)		—	%	$	(135)		(11)	%
Investment securities	124			128			130			(4)			(3)		(6)			(5)
Interest-bearing deposits in banks	3			3			1			—			—		2			200
Total interest income	$	1,211		$	1,216		$	1,350		$	(5)		—	%	$	(139)		(10)	%
Interest expense:
Deposits	$	42		$	50		$	124		$	(8)		(16)	%	$	(82)		(66)	%
Short-term borrowed funds	—			—			—			—			—		—			—
Long-term borrowed funds	45			49			66			(4)			(8)		(21)			(32)
Total interest expense	$	87		$	99		$	190		$	(12)		(12)	%	$	(103)		(54)	%
Net interest income	$	1,124		$	1,117		$	1,160		$	7		1	%	$	(36)		(3)	%
Net interest margin, FTE	2.72		%	2.76		%	2.88		%	(4)		bps			(16)		bps

Second quarter 2021 vs. first quarter 2021

Net interest income of $1.1 billion increased 1% given interest-earning asset growth, higher day count and improved funding mix, partially offset by lower net interest margin.

•Net interest margin of 2.72% decreased 4 basis points reflecting lower earning-asset yields, partly offset by improved funding mix and deposit pricing. Interest-bearing deposit costs are down 4 basis points to 16 basis points.

Second quarter 2021 vs. second quarter 2020

Net interest income of $1.1 billion decreased 3% given lower net interest margin, partly offset by 2% growth in interest-earning assets.

•Net interest margin of 2.72% decreased 16 basis points, primarily reflecting the impact of a lower rate environment, lower interest-earning asset yields and elevated cash balances given strong deposit flows, partially offset by improved funding mix and deposit pricing.

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Citizens Financial Group, Inc.

Noninterest Income							2Q21 change from
($s in millions)	2Q21		1Q21		2Q20		1Q21				2Q20
							$		%		$		%
Mortgage banking fees	$	85	$	165	$	276	$	(80)	(48)	%	$	(191)	(69)	%
Service charges and fees	100		99		84		1		1		16		19
Capital markets fees	91		81		61		10		12		30		49
Card fees	64		55		48		9		16		16		33
Trust and investment services fees	60		58		45		2		3		15		33
Letter of credit and loan fees	38		38		31		—		—		7		23
Foreign exchange and interest rate products	28		28		34		—		—		(6)		(18)
Securities gains, net	3		3		3		—		—		—		—
Other income(1)	16		15		8		1		7		8		100
Noninterest income	$	485	$	542	$	590	$	(57)	(11)	%	$	(105)	(18)	%
1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented.

Second quarter 2021 vs. first quarter 2021

Noninterest income of $485 million decreased $57 million, or 11%, from $542 million.

•Mortgage banking fees decreased $80 million, reflecting a $54 million decline in production revenue on lower gain-on-sale margins, despite strong production volumes, given increased industry capacity and heightened competition, as well as an increase in agency fees. Results also reflect a $26 million net decline in servicing results given the swing in MSR hedge results ($25 million gain in first quarter to $14 million loss in second quarter), partially offset by a $13 million increase in operating results.

•Record capital markets fees increased $10 million, reflecting higher loan syndication fees given strong client activity.

•Card fees increased $9 million driven by the economic recovery as well as seasonality, with debit transactions and card spend now exceeding pre-pandemic levels.

•Record trust and investment services fees increased $2 million, reflecting an increase in assets under management from strong inflows and higher equity market levels, as well as higher annuity sales.

Second quarter 2021 vs. second quarter 2020

Noninterest income of $485 million decreased $105 million, or 18%, reflecting:

•Mortgage banking fees, down $191 million, driven by lower gain-on-sale margins despite higher origination volumes.

•Service charges and fees, up $16 million, reflecting partial recovery from COVID-19 impacts on overdraft fees.

•Record capital market fees, up $30 million, driven by higher loan syndication and M&A advisory fees.

•Card fees, up $16 million, given higher debit and credit card volumes given the economic recovery.

•Record trust and investment services fees, up $15 million, reflecting an increase in assets under management from higher equity market levels and strong inflows, as well as higher annuity sales.

•Letter of credit fees, up $7 million, reflecting higher commitment fees.

•Foreign exchange and interest rate products revenue, down $6 million, reflecting lower client interest rate hedging activity partly offset by strong client foreign exchange and commodities hedging results.

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Citizens Financial Group, Inc.

Noninterest Expense							2Q21 change from
($s in millions)	2Q21		1Q21		2Q20		1Q21				2Q20
							$		%		$		%
Salaries and employee benefits	$	524	$	548	$	513	$	(24)	(4)	%	$	11	2	%
Equipment and software	155		152		142		3		2		13		9
Outside services	137		139		131		(2)		(1)		6		5
Occupancy	82		88		82		(6)		(7)		—		—
Other operating expense	93		91		111		2		2		(18)		(16)
Noninterest expense	$	991	$	1,018	$	979	$	(27)	(3)	%	$	12	1	%
Notable items	$	11	$	20	$	19	$	(9)	(45)	%	$	(8)	(42)	%
Underlying, as applicable
Salaries and employee benefits	$	524	$	548	$	509	$	(24)	(4)	%	$	15	3	%
Equipment and software	151		148		142		3		2		9		6
Outside services	133		132		119		1		1		14		12
Occupancy	79		79		79		—		—		—		—
Other operating expense	93		91		111		2		2		(18)		(16)
Underlying noninterest expense	$	980	$	998	$	960	$	(18)	(2)	%	$	20	2	%

Second quarter 2021 vs. first quarter 2021

Noninterest expense of $991 million declined 3%. On an Underlying basis, noninterest expense of $980 million decreased $18 million, or 2%, reflecting seasonally lower salaries and employee benefits, along with strong expense discipline.

Second quarter 2021 vs. second quarter 2020

Noninterest expense of $991 million remains well-controlled. On an Underlying basis, noninterest expense of $980 million increased by $20 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.

Interest-earning assets							2Q21 change from
($s in millions)	2Q21		1Q21		2Q20		1Q21				2Q20
Period-end interest-earning assets							$		%		$		%
Investments	$	27,976	$	28,138	$	25,657	$	(162)	(1)	%	$	2,319	9	%
Interest-bearing deposits in banks	12,007		13,851		6,833		(1,844)		(13)		5,174		76
Commercial loans and leases	59,083		60,413		64,930		(1,330)		(2)		(5,847)		(9)
Retail loans	63,498		61,782		60,783		1,716		3		2,715		4
Total loans and leases	122,581		122,195		125,713		386		—		(3,132)		(2)
Loans held for sale, at fair value	3,616		4,304		3,631		(688)		(16)		(15)		—
Other loans held for sale	82		75		1,362		7		9		(1,280)		(94)
Total loans and leases and loans held for sale	126,279		126,574		130,706		(295)		—		(4,427)		(3)
Total period-end interest-earning assets	$	166,262	$	168,563	$	163,196	$	(2,301)	(1)	%	$	3,066	2	%
Average interest-earning assets
Investments	$	27,600	$	27,034	$	25,184	$	566	2	%	$	2,416	10	%
Interest-bearing deposits in banks	11,259		10,861		5,231		398		4		6,028		115
Commercial loans and leases	60,653		60,877		67,409		(224)		—		(6,756)		(10)
Retail loans	62,837		61,970		61,346		867		1		1,491		2
Total loans and leases	123,490		122,847		128,755		643		1		(5,265)		(4)
Loans held for sale, at fair value	3,751		3,254		2,710		497		15		1,041		38
Other loans held for sale	233		385		510		(152)		(39)		(277)		(54)
Total loans and leases and loans held for sale	127,474		126,486		131,975		988		1		(4,501)		(3)
Total average interest-earning assets	$	166,333	$	164,381	$	162,390	$	1,952	1	%	$	3,943	2	%

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Citizens Financial Group, Inc.

Second quarter 2021 vs. first quarter 2021

Period-end interest-earning assets of $166.3 billion decreased $2.3 billion, or 1%, given a $1.8 billion decrease in cash held in interest-bearing deposits partially offset by an increase in loans and leases of $386 million. This loan growth was driven by growth in retail given strength in mortgage, auto and education, partially offset by net payoffs in commercial, including PPP.

Average interest-earning assets of $166.3 billion were up $2.0 billion, as elevated liquidity drove a $398 million increase in cash held in interest-bearing deposits and a $566 million increase in investments. Results also reflect a $988 million increase in total loans and loans held for sale driven by an $867 million increase in retail.

The average effective duration of the securities portfolio was 3.6 years compared with 4.1 years at March 31, 2021.

Second quarter 2021 vs. second quarter 2020

Period-end interest-earning assets of $166.3 billion increased $3.1 billion, or 2%, as elevated liquidity drove a $5.2 billion increase in cash held in interest-bearing deposits, and a $2.3 billion increase in investments. This was partially offset by a $4.4 billion decrease in loans and loans held for sale primarily driven by commercial client repayments of pandemic-related line of credit balances and net payoffs, including PPP.

Average interest-earning assets of $166.3 billion increased $3.9 billion, or 2%, as elevated liquidity drove a $6.0 billion increase in cash held in interest-bearing deposits, and a $2.4 billion increase in investments. Loans and loans held for sale decreased $4.5 billion, or 3%, with a $6.8 billion decrease in commercial reflecting line of credit repayments, partly offset by a $1.2 billion increase in PPP loans. Retail loans increased $1.5 billion, or 2%, driven by growth in education, residential mortgage and auto, partially offset by planned run off of personal unsecured installment loans and a decrease in home equity. Loans held for sale increased $764 million reflecting mortgage originations.

The average effective duration of the securities portfolio of 3.6 years increased from 2.1 years at June 30, 2020.

Deposits							2Q21 change from
($s in millions)	2Q21		1Q21		2Q20		1Q21				2Q20
Period-end deposits							$		%		$		%
Demand deposits	$	47,480	$	46,067	$	40,545	$	1,413	3	%	$	6,935	17	%
Checking with interest	28,074		26,883		27,200		1,191		4		874		3
Savings	20,382		19,634		16,665		748		4		3,717		22
Money market accounts	48,150		51,074		44,965		(2,924)		(6)		3,185		7
Term deposits	6,550		7,691		14,243		(1,141)		(15)		(7,693)		(54)
Total period-end deposits	$	150,636	$	151,349	$	143,618	$	(713)	—	%	$	7,018	5	%
Average deposits
Demand deposits	$	46,630	$	43,814	$	37,745	$	2,816	6	%	$	8,885	24	%
Checking with interest	27,278		26,116		26,312		1,162		4		966		4
Savings	20,077		18,611		15,883		1,466		8		4,194		26
Money market accounts	49,394		49,536		45,187		(142)		—		4,207		9
Term deposits	6,970		8,572		16,470		(1,602)		(19)		(9,500)		(58)
Total average deposits	$	150,349	$	146,649	$	141,597	$	3,700	3	%	$	8,752	6	%

Second quarter 2021 vs. first quarter 2021

Total period-end deposits of $150.6 billion decreased$713 million reflecting a decline in money market accounts and term deposits, partly offset by growth in demand deposits, checking with interest and savings.

Citizens Access® deposits were $4.9 billion at June 30, 2021, down from $5.3 billion at March 31, 2021, primarily due to rate reduction strategies that resulted in a decrease in term deposits.

Average deposits of $150.3 billion increased$3.7 billion, or 3%, as growth in demand deposits, savings and checking with

5

Citizens Financial Group, Inc.

interest was partially offset by a decrease in term deposits.

Second quarter 2021 vs. second quarter 2020

Total period-end deposits of $150.6 billion increased$7.0 billion, or 5%, as a result of government stimulus and clients building liquidity given COVID-19 disruption. Growth in demand deposits, money market accounts and savings was partially offset by a decrease in term deposits.

Average deposits of $150.3 billion increased$8.8 billion, or 6%, reflecting an increase in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

Borrowed Funds							2Q21 change from
($s in millions)	2Q21		1Q21		2Q20		1Q21				2Q20
Period-end borrowed funds							$		%		$		%
Short-term borrowed funds	$	62	$	70	$	255	$	(8)	(11)	%	$	(193)	(76)	%
Long-term borrowed funds
FHLB advances	18		19		6		(1)		(5)		12		200
Senior debt	5,357		6,714		7,519		(1,357)		(20)		(2,162)		(29)
Subordinated debt and other debt	1,582		1,583		1,677		(1)		—		(95)		(6)
Total borrowed funds	$	7,019	$	8,386	$	9,457	$	(1,367)	(16)	%	$	(2,438)	(26)	%
Average borrowed funds
Short-term borrowed funds	$	69	$	150	$	222	$	(81)	(54)	%	$	(153)	(69)	%
Long-term borrowed funds
FHLB advances	18		19		2,595		(1)		(5)		(2,577)		(99)
Senior debt	5,834		6,732		7,499		(898)		(13)		(1,665)		(22)
Subordinated debt and other debt	1,582		1,585		1,661		(3)		—		(79)		(5)
Total average borrowed funds	$	7,503	$	8,486	$	11,977	$	(983)	(12)	%	$	(4,474)	(37)	%

Second quarter 2021 vs. first quarter 2021

•Period-end borrowed funds decreased $1.4 billion, or 16%, and average borrowed funds decreased $983 million, or 12%, as elevated liquidity enabled the pay down of senior debt.

Second quarter 2021 vs. second quarter 2020

•Period-end borrowed funds declined $2.4 billion, or 26%, reflecting the pay down of senior debt and short-term borrowings.

•Average borrowed funds declined $4.5 billion, or 37%, as strong customer deposit inflows allowed for significantly lower levels of FHLB advances and the pay down of senior debt and short-term borrowings.

Capital										2Q21 change from
($s and shares in millions, except per share data)	2Q21			1Q21			2Q20			1Q21				2Q20
Period-end capital										$		%		$		%
Stockholders' equity	$	23,199		$	22,653		$	22,418		$	546	2	%	$	781	3	%
Stockholders' common equity	21,185			20,688			20,453			497		2		732		4
Tangible common equity	14,466			13,964			13,716			502		4		750		5
Tangible book value per common share	$	33.95		$	32.79		$	32.13		$	1.16	4		$	1.82	6
Common shares - at end of period	426.1			425.9			426.8			0.2		—		(0.7)		—
Common shares - average (diluted)	427.6			427.9			427.6			(0.3)		—	%	—		—	%
Common equity tier 1 capital ratio(1)	10.3		%	10.1		%	9.6		%
Total capital ratio(1)	13.5			13.4			13.1
Tier 1 leverage ratio(1)	9.7		%	9.5		%	9.3		%
1) Current reporting-period regulatory capital ratios are preliminary.

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Citizens Financial Group, Inc.

Second quarter 2021

•Our Basel III capital ratios continued to strengthen, with a CET1 capital ratio of 10.3% as of June 30, 2021 compared with 10.1% at March 31, 2021 and 9.6% at June 30, 2020. The acquisition of the HSBC deposits is expected to close in first quarter 2022 and have an approximate 24 basis point impact on CET1.

•Total capital ratio of 13.5% compared with 13.4% at March 31, 2021 and 13.1% as of June 30, 2020. During the second quarter 2021, the company issued $300 million of Series G preferred stock that qualifies as additional tier 1 capital. On July 6, 2021, the company redeemed its $250 million of outstanding Series A preferred stock.

•Tangible book value per common share of $33.95 increased 4% compared with first quarter 2021 and increased 6% from second quarter 2020.

•Citizens paid $168 million in common dividends to shareholders during second quarter 2021. This compares with $262 million in total capital returned to shareholders through share repurchases and common dividends in first quarter 2021 and $168 million in common dividends in second quarter 2020.

Credit quality review										2Q21 change from
($s in millions)	2Q21			1Q21			2Q20			1Q21					2Q20
										$/bps			%		$/bps			%
Nonaccrual loans and leases(1)	$	779		$	1,008		$	990		$	(229)		(23)	%	$	(211)		(21)	%
90+ days past due and accruing(2)	280			46			55			234			NM		225			NM
Net charge-offs	78			158			147			(80)			(51)		(69)			(47)
Provision for credit losses	(213)			(140)			464			(73)			(52)		(677)			NM
Allowance for credit losses	$	2,081		$	2,372		$	2,527		$	(291)		(12)	%	(446)			(18)	%
Nonaccrual loans and leases to loans and leases	0.64		%	0.82		%	0.79		%	(18)		bps			(15)		bps
Net charge-offs as a % of total loans and leases	0.25			0.52			0.46			(27)					(21)
Allowance for credit losses to loans and leases	1.70			1.94			2.01			(24)					(31)
Allowance for credit losses to loans and leases (ex. PPP)	1.75			2.03			2.09			(28)					(34)
Allowance for credit losses to nonaccrual loans and leases	267.0		%	235.4		%	255.4		%	3,156		bps			1,159		bps
1)Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing.
2) 90+ days past due and accruing includes $266 million, $20 million, and $13 million of loans fully or partially guaranteed by the FHA, VA, and USDA for     June 30, 2021, March 31, 2021, and June 30, 2020, respectively.

Second quarter 2021 vs. first quarter 2021

•Nonaccrual loans of $779 million decreased $229 million, or 23%, from the first quarter 2021, reflecting a $116 million decrease in commercial given charge-offs, loan sale activity and repayments, and a $113 million decrease in retail.

•The nonaccrual loans to total loans ratio of 0.64% is down from 0.82% at March 31, 2021.

•Net charge-offs were 25 basis points of average loans and leases, down from 52 basis points.

•Net charge-offs of $78 million decreased $80 million driven by commercial.

•Credit provision benefit of $213 million was driven by macroeconomic improvement and strong credit performance across the retail and commercial loan portfolios. First quarter 2021 credit provision benefit was $140 million.

•Allowance for credit losses ratio of 1.70%, or 1.75% before the impact of PPP loans, compares with 1.94% as of March 31, 2021, or 2.03% before the impact of PPP loans. The reduction reflects a reserve release of $291 million.

•The allowance for credit losses to nonaccrual loans and leases ratio of 267% compares with 235% as of March 31, 2021.

Second quarter 2021 vs. second quarter 2020

7

Citizens Financial Group, Inc.

•Nonaccrual loans decreased $211 million, or 21%, driven by a $240 million decrease in commercial given charge-offs, loan sale activity and repayments, partly offset by a $29 million increase in retail.

•The nonaccrual loans to total loans ratio of 0.64% decreased from 0.79% at June 30, 2020.

•Net charge-offs of $78 million decreased $69 million reflecting a $30 million decrease in commercial and a $39 million decrease in retail as consumers continue to benefit from government stimulus and strong mortgage and auto collateral values.

•Net charge-offs of 25 basis points of average loans and leases compares with46 basis points in second quarter 2020.

•Credit provision benefit of $213 million compares with a $464 million provision in second quarter 2020, reflecting strong credit performance across the retail and commercial loan portfolios and improvement in the macroeconomic outlook.

•Allowance for credit losses of $2.1 billion compares with $2.5 billion at June 30, 2020. Allowance for credit losses ratio of 1.70% as of June 30, 2021, or 1.75% before the impact of PPP loans, compares with 2.01% as of June 30, 2020, or 2.09% before the impact of PPP loans.

•The allowance for credit losses to nonaccrual loans and leases ratio of 267% compares with 255% as of June 30, 2020.

8

Citizens Financial Group, Inc.

Earnings highlights:

	Quarterly Trends
										2Q21 change from
($s in millions, except per share data)	2Q21			1Q21			2Q20			1Q21				2Q20
Earnings										$/bps			%	$/bps			%
Net interest income	$	1,124		$	1,117		$	1,160		$	7		1 %	$	(36)		(3) %
Noninterest income	485			542			590			(57)			(11)	(105)			(18)
Total revenue	1,609			1,659			1,750			(50)			(3)	(141)			(8)
Noninterest expense	991			1,018			979			(27)			(3)	12			1
Pre-provision profit	618			641			771			(23)			(4)	(153)			(20)
Provision for credit losses	(213)			(140)			464			(73)			(52)	(677)			NM
Net income	648			611			253			37			6	395			156
Preferred dividends	32			23			28			9			39	4			14
Net income available to common stockholders	$	616		$	588		$	225		$	28		5 %	$	391		174 %
After-tax notable Items	8			15			10			(7)			(47)	(2)			(20)
Underlying net income	$	656		$	626		$	263		$	30		5 %	$	393		149 %
Underlying net income available to common stockholders	$	624		$	603		$	235		$	21		3 %	$	389		166 %
Average common shares outstanding
Basic (in millions)	425.9			426.0			426.6			—			—	(0.7)			—
Diluted (in millions)	427.6			427.9			427.6			(0.3)			—	—			—
Diluted earnings per share	$	1.44		$	1.37		$	0.53		$	0.07		5 %	$	0.91		172 %
Underlying diluted earnings per share	$	1.46		$	1.41		$	0.55		$	0.05		4 %	$	0.91		165 %
Performance metrics
Net interest margin	2.71		%	2.75		%	2.87		%	(4)		bps		(16)		bps
Net interest margin, FTE	2.72			2.76			2.88			(4)				(16)
Effective income tax rate	22.0			21.8			17.7			20				427
Efficiency ratio	62			61			56			28				572
Underlying efficiency ratio	61			60			55			73				607
Return on average common equity	11.9			11.6			4.4			28				741
Return on average tangible common equity	17.5			17.2			6.6			33				1,088
Underlying return on average tangible common equity	17.7			17.6			6.9			15				1,084
Return on average total assets	1.41			1.36			0.57			5				84
Underlying return on average total tangible assets	1.48		%	1.44		%	0.61		%	4		bps		87		bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio	10.3		%	10.1		%	9.6		%
Total capital ratio	13.5			13.4			13.1
Tier 1 leverage ratio	9.7			9.5			9.3
Allowance for credit losses to loans and leases	1.70		%	1.94		%	2.01		%	(24)		bps		(31)		bps
Asset quality(2)
Nonaccrual loans and leases to loans and leases	0.64		%	0.82		%	0.79		%	(18)		bps		(15)		bps
Allowance for credit losses to nonaccrual loans and leases	267			235			255			3,156				1,159
Net charge-offs as a % of average loans and leases	0.25		%	0.52		%	0.46		%	(27)		bps		(21)		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.

9

Citizens Financial Group, Inc.

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

Underlying results:

	Quarterly Trends
										2Q21 change from
($s in millions, except per share data)	2Q21			1Q21			2Q20			1Q21		2Q20
Net interest income	$	1,124		$	1,117		$	1,160		1	%	(3)	%
Noninterest income	485			542			590			(11)		(18)
Total revenue	$	1,609		$	1,659		$	1,750		(3)	%	(8)	%
Noninterest expense	991			1,018			979			(3)		1
Notable items	11			20			19			(45)		(42)
Underlying noninterest expense	$	980		$	998		$	960		(2)	%	2	%
Underlying pre-provision profit	629			661			790			(5)		(20)
Provision for credit losses	(213)			(140)			464			(52)		NM
Net income available to common stockholders	616			588			225			5		174
Underlying net income available to common stockholders	$	624		$	603		$	235		3	%	166	%
Performance metrics
Diluted EPS	$	1.44		$	1.37		$	0.53		5	%	172	%
Underlying EPS	$	1.46		$	1.41		$	0.55		4	%	165	%
Efficiency ratio	62		%	61		%	56		%	28	bps	572	bps
Underlying efficiency ratio	61			60			55			73		607
Return on average tangible common equity	17.5			17.2			6.6			33		1,088
Underlying return on average tangible common equity	17.7		%	17.6		%	6.9		%	15	bps	1,084	bps
Operating leverage										(0.5)	%	(9.4)	%
Underlying operating leverage										(1.2)	%	(10.2)	%

10

Citizens Financial Group, Inc.

Notable items:

First quarter and second quarter 2021, and second quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives as well as integration costs. These notable items have been excluded from reported results to better reflect Underlying operating results.

Notable items - integration costs	2Q21				1Q21				2Q20
($s in millions, except per share data)	Pre-tax		After-tax		Pre-tax		After-tax		Pre-tax		After-tax
Noninterest income	$	—	$	—	$	—	$	—	$	—	$	—
Salaries & benefits	$	—	$	—	$	—	$	—	$	—	$	—
Equipment and software	$	—	—		—		—		—		—
Outside services	$	(2)	(1)		—		—		(2)		(1)
Occupancy	$	—	—		—		—		—		—
Other expense	$	—	—		—		—		—		—
Noninterest expense	$	(2)	$	(1)	$	—	$	—	$	(2)	$	(1)
Total Integration Costs	$	(2)	$	(1)	$	—	$	—	$	(2)	$	(1)
Other notable items - primarily tax and TOP	2Q21				1Q21				2Q20
($s in millions, except per share data)	Pre-tax		After-tax		Pre-tax		After-tax		Pre-tax		After-tax
Tax notable items	$	—	$	—	$	—	$	—	$	—	$	4
Other notable items- TOP & other actions
Salaries & benefits	—		—		—		—		(4)		(4)
Equipment and software	(4)		(3)		(4)		(3)		—		—
Outside services	(2)		(2)		(7)		(5)		(10)		(7)
Occupancy	(3)		(2)		(9)		(7)		(3)		(2)
Other expense	—		—		—		—		—		—
Noninterest expense	$	(9)	$	(7)	$	(20)	$	(15)	$	(17)	$	(13)
Total Other Notable Items	$	(9)	$	(7)	$	(20)	$	(15)	$	(17)	$	(9)
Total Notable Items	$	(11)	$	(8)	$	(20)	$	(15)	$	(19)	$	(10)
EPS Impact			$	(0.02)			$	(0.04)			$	(0.02)

11

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:    9:00 am ET

Dial-in: (877) 336-4437, conference ID 2929135

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 July 20, 2021 through August 20, 2021. Please dial (866) 207-1041 and enter access code 1469569. 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 $185.1 billion in assets as of June 30, 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.

12

Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures denoted as “Underlying” results, "excluding elevated cash", "excluding PPP loans”, as well as other results excluding the impact of certain items. 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.

13

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
						2Q21 Change
		2Q21	1Q21		2Q20	1Q21			2Q20
						$	%		$	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,609	$1,659		$1,750	($50)	(3	%)	($141)	(8	%)
Less: Notable items		—	—		—	—	—		—	—
Total revenue, Underlying (non-GAAP)	B	$1,609	$1,659	$—	$1,750	($50)	(3	%)	($141)	(8	%)
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$991	$1,018		$979	($27)	(3	%)	$12	1	%
Less: Notable items		11	20		19	(9)	(45)		(8)	(42)
Noninterest expense, Underlying (non-GAAP)	D	$980	$998		$960	($18)	(2	%)	$20	2	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,609	$1,659		$1,750	($50)	(3	%)	($141)	(8	%)
Less: Noninterest expense (GAAP)	C	991	1,018		979	(27)	(3)		12	1
Pre-provision profit (GAAP)		$618	$641		$771	($23)	(4	%)	($153)	(20	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,609	$1,659		$1,750	($50)	(3	%)	($141)	(8	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	980	998		960	(18)	(2)		20	2
Pre-provision profit, Underlying (non-GAAP)		$629	$661		$790	($32)	(5	%)	($161)	(20	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$831	$781		$307	$50	6	%	$524	171	%
Less: Expense before income tax benefit related to notable items		(11)	(20)		(19)	9	45		8	42
Income before income tax expense, Underlying (non-GAAP)	F	$842	$801		$326	$41	5	%	$516	158	%
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$183	$170		$54	$13	8	%	$129	239	%
Less: Income tax benefit related to notable items		(3)	(5)		(9)	2	40		6	67
Income tax expense, Underlying (non-GAAP)	H	$186	$175		$63	$11	6	%	$123	195	%
Net income, Underlying:
Net income (GAAP)	I	$648	$611		$253	$37	6	%	$395	156	%
Add: Notable items, net of income tax benefit		8	15		10	(7)	(47)		(2)	(20)
Net income, Underlying (non-GAAP)	J	$656	$626		$263	$30	5	%	$393	149	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$616	$588		$225	$28	5	%	$391	174	%
Add: Notable items, net of income tax benefit		8	15		10	(7)	(47)		(2)	(20)
Net income available to common stockholders, Underlying (non-GAAP)	L	$624	$603		$235	$21	3	%	$389	166	%

14

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

		QUARTERLY TRENDS
								2Q21 Change
		2Q21		1Q21		2Q20		1Q21				2Q20
								$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,609		$1,659		$1,750		($50)		(2.96	%)	($141)		(8.00	%)
Less: Noninterest expense (GAAP)	C	991		1,018		979		(27)		(2.51)		12		1.42
Operating leverage										(0.45	%)			(9.42	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,609		$1,659		$1,750		($50)		(2.96	%)	($141)		(8.00	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	980		998		960		(18)		(1.78)		20		2.18
Operating leverage, Underlying (non-GAAP)										(1.18	%)			(10.18	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	61.63	%	61.35	%	55.91	%	28	bps			572	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	60.92		60.19		54.85		73	bps			607	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	21.96	%	21.76	%	17.69	%	20	bps			427	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	22.01		21.85		19.36		16	bps			265	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$20,833		$20,611		$20,446		$222		1	%	$387		2	%
Return on average common equity	K/M	11.85	%	11.57	%	4.44	%	28	bps			741	bps
Return on average common equity, Underlying (non-GAAP)	L/M	12.02		11.85		4.63		17	bps			739	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$20,833		$20,611		$20,446		$222		1	%	$387		2	%
Less: Average goodwill (GAAP)		7,050		7,050		7,050		—		—		—		—
Less: Average other intangibles (GAAP)		53		57		65		(4)		(7)		(12)		(18)
Add: Average deferred tax liabilities related to goodwill (GAAP)		381		379		375		2		1		6		2
Average tangible common equity	N	$14,111		$13,883		$13,706		$228		2	%	$405		3	%
Return on average tangible common equity	K/N	17.50	%	17.17	%	6.62	%	33	bps			1,088	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	17.74		17.59		6.90		15	bps			1,084	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$184,456		$182,569		$179,793		$1,887		1	%	$4,663		3	%
Return on average total assets	I/O	1.41	%	1.36	%	0.57	%	5	bps			84	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.43		1.39		0.59		4	bps			84	bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$184,456		$182,569		$179,793		$1,887		1	%	$4,663		3	%
Less: Average goodwill (GAAP)		7,050		7,050		7,050		—		—		—		—
Less: Average other intangibles (GAAP)		53		57		65		(4)		(7)		(12)		(18)
Add: Average deferred tax liabilities related to goodwill (GAAP)		381		379		375		2		1		6		2
Average tangible assets	Q	$177,734		$175,841		$173,053		$1,893		1	%	$4,681		3	%
Return on average total tangible assets	I/Q	1.46	%	1.41	%	0.59	%	5	bps			87	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.48		1.44		0.61		4	bps			87	bps

15

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

		QUARTERLY TRENDS
					2Q21 Change
		2Q21	1Q21	2Q20	1Q21			2Q20
					$/bps	%		$/bps	%
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	426,083,143	425,930,159	426,824,594	152,984	—	%	(741,451)	—	%
Common stockholders' equity (GAAP)		$21,185	$20,688	$20,453	$497	2		$732	4
Less: Goodwill (GAAP)		7,050	7,050	7,050	—	—		—	—
Less: Other intangible assets (GAAP)		52	54	63	(2)	(4)		(11)	(17)
Add: Deferred tax liabilities related to goodwill (GAAP)		383	380	376	3	1		7	2
Tangible common equity	S	$14,466	$13,964	$13,716	$502	4	%	$750	5	%
Tangible book value per common share	S/R	$33.95	$32.79	$32.13	$1.16	4	%	$1.82	6	%
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	425,948,706	425,953,716	426,613,053	(5,010)	—	%	(664,347)	—	%
Average common shares outstanding - diluted (GAAP)	U	427,561,572	427,880,530	427,566,920	(318,958)	—		(5,348)	—
Net income per average common share - basic (GAAP)	K/T	$1.45	$1.38	$0.53	$0.07	5		$0.92	174
Net income per average common share - diluted (GAAP)	K/U	1.44	1.37	0.53	0.07	5		0.91	172
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.47	1.41	0.55	0.06	4		0.92	167
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.46	1.41	0.55	0.05	4		0.91	165

16

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

	QUARTERLY TRENDS
				2Q21 Change
	2Q21	1Q21	2Q20	1Q21			2Q20
				$/bps	%		$/bps	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$524	$548	$513	($24)	(4	%)	$11	2	%
Less: Notable items	—	—	4	—	—		(4)	(100)
Salaries and employee benefits, Underlying (non-GAAP)	$524	$548	$509	($24)	(4	%)	$15	3	%
Equipment and software, Underlying:
Equipment and software(GAAP)	$155	$152	$142	$3	2	%	$13	9	%
Less: Notable items	4	4	—	—	—		4	100
Equipment and software, Underlying (non-GAAP)	$151	$148	$142	$3	2	%	$9	6	%
Outside services, Underlying:
Outside services (GAAP)	$137	$139	$131	($2)	(1	%)	$6	5	%
Less: Notable items	4	7	12	(3)	(43)		(8)	(67)
Outside services, Underlying (non-GAAP)	$133	$132	$119	$1	1	%	$14	12	%
Occupancy, Underlying:
Occupancy (GAAP)	$82	$88	$82	($6)	(7	%)	$—	—	%
Less: Notable items	3	9	3	(6)	(67)		—	—
Occupancy, Underlying (non-GAAP)	$79	$79	$79	$—	—	%	$—	—	%

17

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
								2Q21 Change
		2Q21		1Q21		2Q20		1Q21				2Q20
								$/bps		%		$/bps		%
Total loans, excluding the impact of PPP loans:
Total loans (GAAP)	A	$122,581		$122,195		$125,713		$386		—	%	($3,132)		(2	%)
Less: PPP loans		3,479		5,148		4,679		(1,669)		(32)		(1,200)		(26)
Total loans, excluding the impact of PPP loans (non-GAAP)	B	$119,102		$117,047		$121,034		$2,055		2	%	($1,932)		(2	%)
Allowance for credit losses (GAAP)	C	$2,081		$2,372		$2,527		($291)		(12	%)	($446)		(18	%)
Ratios:
Allowance for credit losses to total loans (GAAP)	C / A	1.70	%	1.94	%	2.01	%	(24)	bps			(31)	bps
Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP)	C / B	1.75	%	2.03	%	2.09	%	(28)	bps			(34)	bps

18

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 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. Statements about the acquisition of HSBC’s East Coast branches and online deposits also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if the transaction is not consummated in a timely manner or at all.

19

Citizens Financial Group, Inc.

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

20

EX-99.2

2Q21 Financial Results July 20, 2021

2 Forward-looking statements and use of non-GAAP financial measures 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 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. Statements about the acquisition of HSBC’s East Coast branches and online deposits also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if the transaction is not consummated in a timely manner or at all. 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, "excluding elevated cash", "excluding PPP loans”, as well as other results excluding the impact of certain items. 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. Reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are presented at the end of this presentation. 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.

3 2Q21 GAAP financial summary 2Q21 1Q21 2Q20 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,124 $ 1,117 $ 1,160 $ 7 1 % $ (36) (3) % Noninterest income 485 542 590 (57) (11) (105) (18) Total revenue 1,609 1,659 1,750 (50) (3) (141) (8) Noninterest Expense 991 1,018 979 (27) (3) 12 1 Pre-provision profit 618 641 771 (23) (4) (153) (20) Provision for credit losses (213) (140) 464 (73) (52) (677) NM Income before income tax expense 831 781 307 50 6 524 171 Income tax expense 183 170 54 13 8 129 239 Net income $ 648 $ 611 $ 253 $ 37 6 % $ 395 156 % Preferred dividends 32 23 28 9 39 4 14 Net income available to common stockholders $ 616 $ 588 $ 225 $ 28 5 % $ 391 174 % $s in billions Average interest-earning assets $ 166.3 $ 164.4 $ 162.4 $ 2.0 1 % $ 3.9 2 % Average deposits $ 150.3 $ 146.6 $ 141.6 $ 3.7 3 % $ 8.8 6 % Performance metrics Net interest margin(1) 2.71 % 2.75 % 2.87 % (4) bps (16) bps Net interest margin, FTE(1) 2.72 2.76 2.88 (4) (16) Loans-to-deposit ratio (period-end)(2) 81.4 80.7 87.5 64 (615) ROACE 11.9 11.6 4.4 28 741 ROTCE 17.5 17.2 6.6 33 1,088 ROA 1.4 1.4 0.6 5 84 ROTA 1.5 1.4 0.6 5 87 Efficiency ratio 61.6 61.4 55.9 28 572 Noninterest income as a % of total revenue 30 % 33 % 34 % (300) bps (400) bps FTEs(3) 17,472 17,405 18,312 67 — % (840) (5) % Operating leverage (0.5) % (9.4) % Per common share Diluted earnings $ 1.44 $ 1.37 $ 0.53 $ 0.07 5 % $ 0.91 172 % Tangible book value $ 33.95 $ 32.79 $ 32.13 $ 1.16 4 % $ 1.82 6 % Average diluted shares outstanding (in millions) 427.6 427.9 427.6 (0.3) — % — — % 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.

4 2Q21 Underlying financial summary(1) Q/Q Y/Y $s in millions 2Q21 1Q21 2Q20 $/bps %/bps $/bps %/bps Net interest income $ 1,124 $ 1,117 $ 1,160 $ 7 1 % $ (36) (3) % Noninterest income 485 542 590 (57) (11) (105) (18) Total revenue 1,609 1,659 1,750 (50) (3) (141) (8) Noninterest expense 980 998 960 (18) (2) 20 2 Pre-provision profit 629 661 790 (32) (5) (161) (20) Provision for credit losses (213) (140) 464 (73) (52) (677) NM Net income available to common stockholders $ 624 $ 603 $ 235 $ 21 3 % $ 389 166 % Performance metrics Noninterest income as a % of total revenue 30 % 33 % 34 % (300) bps (400) bps Efficiency ratio 60.9 60.2 54.9 73 607 ROTCE 17.7 % 17.6 % 6.9 % 15 bps 1,084 bps Diluted EPS $ 1.46 $ 1.41 $ 0.55 $ 0.05 4 % $ 0.91 165 % Tangible book value per share $ 33.95 $ 32.79 $ 32.13 $ 1.16 4 % $ 1.82 6 % 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.

5 ■ Underlying net income of $656 million and EPS of $1.46 reflects diversity across fee income businesses given growth and build out of our business model, good expense control and excellent credit results ■ Underlying PPNR of $629 million, down 5% from 1Q21 and 20% from 2Q20, largely reflects lower Mortgage revenue on further tightening of gain-on-sale margins despite strong origination levels – Record results in Capital Markets and Wealth reflects the benefit of investments and acquisitions to broaden our capabilities – NII up 1% QoQ with interest-earning asset growth, including record retail loan originations, offsetting modest margin decline – Interest-bearing deposit costs of 16 bps, down 4 bps QoQ – Well-controlled expenses, down 2% QoQ ■ Credit provision benefit of $213 million reflects macroeconomic improvement and strong credit performance in the portfolio ■ Underlying ROTCE of 17.7% compares with 17.6% in 1Q21 and 6.9% in 2Q20 2Q21 results reflect benefit of diversified business model ■ Strong capital levels with a CET1 ratio of 10.3%(2) up from 10.1% in 1Q21 and 9.6% in 2Q20 ■ Period-end LDR ratio of 81% vs. 88% a year ago; average DDA up 24% YoY and 6% QoQ ■ Total available liquidity of ~$76 billion at June 30, 2021 ■ Credit trends remain highly favorable; Consumer and Commercial continue to improve given stronger economic outlook. NCOs of 25 bps, NPLs to loans of 0.64% is down from 0.82% at 1Q21 ■ Allowance for credit losses coverage ratio of 1.70%, or 1.75% excluding PPP loans(1) ■ TOP 6 on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – Developing TOP 7 program with details to be announced later this year ■ Prioritizing major strategic initiatives: Consumer national expansion; broadening Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisition of HSBC's East Coast branches and online deposits Overview(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. Credit trends favorable Strong capital, liquidity and funding Continued progress on strategic growth and efficiency initiatives

6 $162.4B $160.2B $163.5B $164.4B $166.3B NII and NIM $1,160 $1,137 $1,129 $1,117 $1,124 2.88% 2.83% 2.75% 2.76% 2.72% 2Q20 3Q20 4Q20 1Q21 2Q21 2.92% 2.88% 2.76% 2.72% 1Q21 Asset Yields Funding Cost Other 2Q21 ■ NII up 1% – Given interest-earning asset growth and higher day count, partially offset by lower net interest margin ■ NIM of 2.72%, down 4 bps – Reflects lower earning-asset yields, partially offset by improved funding mix and disciplined deposit pricing – Interest-bearing deposit costs of 16 bps, down 4 bps ■ Interest rate sensitivity from gradual 200 bps rise increased to 10.7% from 8.5% in 1Q21, largely reflecting higher deposit levels Net interest income $ in millions, except earning assets Average interest-earning assets Net interest income NIM, FTE Year-Over-Year Linked Quarter Modest loan growth and disciplined deposit pricing offset lower loan yields Highlights NIM, FTE NIM, excluding impact of elevated cash(1) NIM impact from elevated cash above target16 bps 16 bps 2Q21 ■ NII down 3% – A lower NIM was partially offset by 2% growth in interest-earning assets ■ NIM of 2.72%, down 16 bps – Impact of lower rate environment, lower interest- earning asset yields and elevated cash balances given strong deposit flows – Partially offset by improved funding mix and deposit pricing – Interest-bearing deposit costs down 32 bps (0.05)% 0.03% (0.02)% NIM 1Q21 to 2Q21 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.

7 $590 $654 $578 $542 $485 $314 $367 $385 $377 $400 $276 $287 $193 $165 Mortgage fees All other fee income 2Q20 3Q20 4Q20 1Q21 2Q21 Noninterest income Year-Over-Year Linked Quarter Noninterest income $s in millions ■ Noninterest income decreased 11% – Mortgage banking fees down $80 million given $54 million decline in production revenue on lower gain-on-sale margins as well as an increase in agency fees. Results also reflect a $26 million net decline in servicing results given the swing in MSR hedge results ($25 million gain to $14 million loss), partially offset by a $13 million increase in operating results – Record capital markets fees, up $10 million, reflecting higher loan syndication fees – Card fees up $9 million, reflecting higher volumes driven by the economic recovery as well as seasonality – Record wealth fees, up $2 million, reflecting an increase in AUM from strong net inflows and higher equity market levels ■ Noninterest income, down 18% – Mortgage banking fees down $191 million given lower gain- on-sale margins – Service charges and fees and Card fees each up $16 million reflecting partial recovery from COVID-19 impacts – Capital markets fees up $30 million given higher loan syndication and M&A advisory fees – Record wealth fees, up $15 million, reflecting an increase in AUM from strong net inflows and higher equity market levels $85 Noninterest income down 11% QoQ, 6% growth excluding Mortgage; record Capital Markets and Wealth $s in millions 2Q21 1Q21 2Q20 $ Q/Q Y/Y Mortgage banking fees $ 85 $ 165 $ 276 $ (80) $ (191) Service charges and fees 100 99 84 1 16 Capital markets fees 91 81 61 10 30 Card fees 64 55 48 9 16 Trust and investment services fees 60 58 45 2 15 Letter of credit and loan fees 38 38 31 — 7 FX and interest rate products 28 28 34 — (6) Securities gains, net 3 3 3 — — Other income(1) 16 15 8 1 8 Noninterest income $ 485 $ 542 $ 590 $ (57) $ (105) Highlights 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.

8 54.9% 53.4% 56.8% 60.2% 60.9% 2Q20 3Q20 4Q20 1Q21 2Q21 Noninterest expense(1) Year-Over-Year Linked Quarter ■ Underlying noninterest expense down 2% – Primarily reflects seasonally lower salaries and employee benefits, along with strong expense discipline ■ Underlying noninterest expense up 2% – Salaries and employee benefits up 3%, reflecting higher revenue-based compensation – Equipment and software expense up 6% given continued investments in technology – Outside services expense up 12% largely tied to growth initiatives – Other operating expense declined 16% given lower FDIC expense and lower fraud-related costs Underlying, as applicable 2Q21 1Q21 2Q20 $ $s in millions Q/Q Y/Y Salaries & employee benefits $ 524 $ 548 $ 509 $ (24) $ 15 Equipment & software 151 148 142 3 9 Outside services 133 132 119 1 14 Occupancy 79 79 79 — — Other operating expense 93 91 111 2 (18) Noninterest expense $ 980 $ 998 $ 960 $ (18) $ 20 Full-time equivalents (FTEs) 17,472 17,405 18,312 67 (840) 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. Well controlled expenses, down 2% QoQ

9 $128.8 $124.9 $123.5 $122.8 $123.5 $61.3 $61.1 $61.9 $62.0 $62.8 $67.4 $63.9 $61.5 $60.9 $60.7 Retail loans Commercial loans and leases 2Q20 3Q20 4Q20 1Q21 2Q21 Highlights Loans and leases $s in billions Average loans up 1% QoQ reflecting strength in retail with record originations Year-Over-Year Linked Quarter ■ Average loans up $643 million, or 1% – Retail up $867 million, or 1.4%, reflecting growth in residential mortgage, education and auto, partially offset by planned run off in personal unsecured – Commercial flat ex-PPP ■ Period-end loans up $386 million, or 0.3%; up 1.8% ex PPP, reflecting an increase of $1.7 billion in retail and $0.3 billion in commercial(2) ■ Average loans down $5.3 billion, or 4% – Retail up $1.5 billion, or 2%, with growth in education, residential mortgage and auto, partially offset by planned run off in personal unsecured and a decrease in home equity – Commercial down $6.8 billion, or 10%, reflecting COVID-19 related line draw repayments, partially offset by an increase in PPP ■ Period-end loans down $3.1 billion, or 2%, with commercial loans down 9% and retail loans up 4% Average loans and leases(1) $125.7 $124.1 $123.1 $122.2 $122.6 $60.8 $61.7 $62.3 $61.8 $63.5 $64.9 $62.4 $60.8 $60.4 $59.1 Retail loans Commercial loans and leases 2Q20 3Q20 4Q20 1Q21 2Q21 $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.

10 $141.6 $141.4 $145.3 $146.6 $150.3 2Q20 3Q20 4Q20 1Q21 2Q21 Highlights Average funding and cost of funds Average deposits up 6% YoY and 3% QoQ; continue to drive down cost of funds Year-Over-Year Linked Quarter ■ Average deposits up 3% with growth in demand deposits, checking with interest and savings, partially offset by a decrease in term deposits ■ Citizens Access® period-end deposits of $4.9 billion, down 7% given run off of term deposits ■ Interest-bearing deposits costs of 16 bps, down 4 bps ■ Total deposit costs down 3 bps ■ Average deposits up $9 billion, or 6%, with growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits ■ Total deposit costs down 24 bps, reflecting the impact of lower rates and favorable shift in deposit mix; interest-bearing deposit costs down 32 bps ■ Period-end deposit growth of $7.0 billion, or 5%, 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. 0.35% 0.25% 0.19% 0.14% 0.11% 0.48% 0.35% 0.27% 0.20% 0.16% Total deposit costs Interest-bearing deposit costs Demand deposits Other interest-bearing deposits Term deposits

11 2.01% 2.21% 2.17% 1.94% 1.70% Allowance for loan and lease losses Allowance to loan coverage ratio Allowance to loan coverage ratio ex. PPP 2Q20 3Q20 4Q20 1Q21 2Q21 2.09% 2.29% 2.24% 2.03% 1.75% 0.46% 0.70% 0.61% 0.52% 0.25% Provision for credit losses Net charge-offs Net c/o ratio 2Q20 3Q20 4Q20 1Q21 2Q21 Provision for credit losses, net charge-offs Nonaccrual loans Highlights Credit quality(1) $s in millions ■ NCOs of $78 million decreased $80 million driven by improvement in commercial ■ Nonaccrual loans decreased $229 million QoQ reflecting a $116 million decrease in commercial, and a $113 million decrease in retail ■ Credit provision benefit of $213 million driven by macroeconomic improvement and strong credit performance ■ 2Q21 ACL ratio of 1.70%, or 1.75% ex. PPP loans(2), compares with 1.94% in 1Q21, or 2.03% ex. PPP loans, and 2.01% or 2.09% ex. PPP in 2Q20 ■ ACL to nonaccrual loans and leases ratio of 267% compares with 235% as of 1Q21 and 255% as of 2Q20 $s in millions 0.79% 1.03% 0.83% Nonaccrual loans Nonaccrual loans to total loans 2Q20 3Q20 4Q20 1Q21 2Q21 Allowance for credit losses $s in millions 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. $464 $147 $428 $219 $124 $190 $(140) $158 (3) (2) $78 $(213) $990 $1,277 $1,019 $1,008 $779 $2,527 $2,736 $2,670 $2,372 $2,081 0.82% 0.64%

12 1Q21 2Q21 Retail 1.72% 1.59% Commercial ex. PPP(3) 2.37% 1.93% Total CFG ex. PPP(3) 2.03% 1.75% Allowance for credit losses $1,747 $2,372 $83 $(78) $(37) $(259) $2,081 CECL Day 1 1Q21 New Loan Originations Net Charge-offs Portfolio Changes Economic/ Qualitative Changes 2Q21 Allowance for Credit Losses ■ Reserve release driven by sustained macroeconomic improvement and strong credit performance in the portfolio ■ Commercial areas of market concern continued to improve, decreasing from 2.3% in 1Q21 to 1.0% of total CFG loans in 2Q21 1. Portfolio Changes: run off, 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) 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. Commentary Reserve release of $291 million; robust reserve coverage of 1.75% ex. PPP(3)

13 Period-end loans-to-deposit ratioCapital levels continue to strengthen Highlights ■ 2Q21 CET1 ratio of 10.3%, up from 10.1% in 1Q21, slightly above our target 9.75%-10.0% operating range – The acquisition of the HSBC deposits is expected to close in 1Q22 and have a ~24 bp impact on CET1 ■ Paid $168 million in common dividends to shareholders in 2Q21 ■ Issued $300 million of Series G preferred stock that qualifies as additional tier 1 capital. On July 6, 2021, redeemed $250 million Series A preferred stock ■ Period-end LDR ratio 81.4% ■ Total available liquidity of ~$76 billion at June 30, 2021 Capital and liquidity remain strong $s in billions (period-end) 2Q20 3Q20 4Q20 1Q21 2Q21 Basel III basis(1)(2) Common equity tier 1 capital $ 14.2 $ 14.3 $ 14.6 $ 14.9 $ 15.3 Risk-weighted assets $ 147.3 $ 146.1 $ 146.8 $ 147.8 $ 148.6 Common equity tier 1 ratio 9.6 % 9.8 % 10.0 % 10.1 % 10.3 % Tier 1 capital ratio 10.9 % 11.2 % 11.3 % 11.4 % 11.6 % Total capital ratio 13.1 % 13.3 % 13.4 % 13.4 % 13.5 % 10.1% 0.44 (0.05) (0.20) 10.3% 1Q21 Net Income RWA Common dividends & other 2Q21 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. 87.5% 86.8% 83.6% 80.7% 81.4% 2Q20 3Q20 4Q20 1Q21 2Q21

14 Business highlights and strategic priorities 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. G ro up Execution of TOP 6 and Balance Sheet Optimization ■ On track for total TOP 6 target pre-tax run-rate benefit of ~$400-$425 million by YE2021. Developing TOP 7 transformational efficiency opportunities ■ Evaluating originate-to-distribute opportunities to improve capital efficiency and returns Grow brand equity ■ Euromoney Awards for Excellence: The 2021 Best U.S. Bank ■ Named Best Regional Bank in New England by Global Finance Magazine ■ Forbes’ list of America’s Best Employers for Diversity 3rd year running ■ Released our 4th annual Corporate Responsibility Report Strategy Highlights Co ns um er E2E digital transformation ■ E2E digital transformation to increase sales and drive self-service interactions ■ Announced acquisition of HSBC's East Coast branches and online deposits; will add ~800K customers ■ Opened first Florida Wealth Center in West Palm Beach ■ Strong digital sales volume in 2Q21; up 61% YoY(1) ■ National Digital Bank on track to launch Mortgage and Student Refi by YE21 ■ Citizens PayTM has 14 active active partners, with an additional 7 ready to launch; robust pipeline ■ Launched “Quest”, our new mass-affluent value proposition 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 Co m m er ci al Enhancing coverage model ■ Strengthen corporate finance advisory model with deep industry expertise across key verticals ■ Launched 6 industry verticals including: – Aerospace, Defense and Government, Transportation and Logistics, Communication, Human Capital Management, Restaurant and Food Services, and Gaming ■ Continued top 10 overall middle market bookrunner(2) ■ Record Capital Markets results, including record syndication fees and strength in debt underwriting ■ Increased lead left transactions QoQ 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

15 ■ Provides entry into attractive metro markets and enhances East Coast presence with 80 branches – NYC (66), Mid-Atlantic/DC (9), South FL (5) – ~800K retail customers, adding to existing 6.6 million retail customers nationwide ■ Springboard for national expansion strategy ■ Onboarding valuable low-cost deposits; ~9 bp average cost of deposits in 1Q21 ■ Pro-forma period end LDR improves from ~81% at 3/31/21 to ~78% with transaction ■ Offers funding flexibility in support of Citizens’ attractive loan growth opportunities ■ Transaction expected to close in 1Q22 subject to regulatory approvals Acquisition of HSBC East Coast Branches and Online Deposits Compelling strategic benefits Acquired deposits and loans Pro-forma graphic footprint Southeast Florida $9.0B Deposits $2.2B Loans CDs 2% Checking 42% Savings 56% Residential Real Estate Secured 80% Other 5%Small Business 7% Credit Card 8%

16 Promoting Diversity, Equity and Inclusion Addressing Climate Change Building in a Thriving Economy Strengthening our Communities Supporting Colleague Personal and Professional Growth ■ 2 point improvement in Organization Health Index score over 2019 ■ 275,000 hours of training and development ■ 540 million steps logged through our annual wellness challenge supporting Feeding America ■ $10 million provided to address racial and social justice in our communities and $500 million commitment in incremental financing and capital for small businesses, housing and other developments predominantly minority communities ■ $50 million committed to fund Community Development Financial Institutions to support Black-and Brown-owned businesses ■ $403 million in wind energy financing ■ Adopted Scope 1 and 2 carbon emissions reduction targets ■ $175 thousand donated across 5 nonprofits focused on environmental stewardship ■ $1.065 billion equity and loan commitments to Community Development initiatives or qualified activities ■ $17.7 million to community programs and events from Citizens and Citizens Charitable Foundation ■ $1.2 million in matching gifts from Citizens Charitable Foundation ■ $4.8 billion in more than 50,000 PPP Loans ■ $1.2 million for homebuyers in closing cost assistance grants ■ $5 million commitment to help communities and small businesses during COVID-19 Committed to advancing ESG priorities Completed an ESG materiality assessment and established an ESG governance framework in 2020 To view the 4th Annual Corporate Responsibility Report please visit citizensbank.com/corporateresponsibility Note: Data as of December 31, 2020

17 3Q21 outlook vs. 2Q21 2Q21 Underlying(1) 3Q21 Underlying outlook(1) Net interest income ■ $1,124 million ■ NII up 2-3% ■ Average loans up slightly with spot loans up 2-3%; earning assets broadly stable ■ NIM up low-to-mid single digits Noninterest income ■ $485 million ■ Up 2-4% Noninterest expense ■ $980 million ■ Up slightly Credit ■ $213 million provision benefit; NCOs 25 bps of average loans ■ Net charge-offs of 20-25 bps of average loans ■ Expect provision expense less than net charge-offs 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. PPNR expected to return to quarterly growth 2H21; positive operating leverage in Q3, Q4 and 2H21 Credit outlook substantially improved with expected full-year NCO range of 25-35 bps, down from prior expectations of 35-45 bps

18 Key messages ■ Underlying PPNR of $629 million, down 5% from 1Q21 and 20% from 2Q20 – Largely reflects lower Mortgage revenue on further tightening of gain-on-sale margins despite strong origination levels – Record results in Capital Markets and Wealth reflects the benefit of investments and acquisitions to broaden our capabilities – Continued expense discipline ■ Citizens remains well capitalized and maintains ample liquidity – Robust capital levels with CET1 ratio of 10.3%(1) – ACL/loans of 1.70%, or 1.75% excluding PPP loans(2) – End of period LDR of 81% ■ TBV/share of $33.95 up 6% YoY and up slightly QoQ ■ Prioritizing major strategic initiatives: Consumer national expansion; broadening Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisition of HSBC East Coast branches and online deposits – Seeking to selectively further strengthen our franchise and broaden capabilities ■ TOP 6 on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – Identifying further transformational efficiency opportunities and developing a TOP 7 program with details to be announced later this year ■ Well positioned to benefit from the economic recovery in 2H21 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. Citizens 2Q21 results reflect diversity across fee income businesses, expense control and excellent credit

Appendix

20 Net income available to common shareholders and EPS $s in millions, except per share data ê5% $661 $629 1Q21 2Q21 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 Up modestly $3.5 2 $3.5 6 é4% $122.8 $123.5 1Q21 2Q21 $146.6 $150.3 1Q21 2Q21 1.44% 1.48% 1Q21 2Q21 17.6% 17.7% 1Q21 2Q21 $603 $624 $1.41 $1.46 1Q21 2Q21 é3% 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. é15 bps é4 bps é3%

21 $790 $629 2Q20 2Q21 Year-over-year Underlying results(1) Return on average total tangible assets ê20% Average loans $s in billions ê4% 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 é87 bps $3.5 6 $128.8 $123.5 2Q20 2Q21 $141.6 $150.3 2Q20 2Q21 0.61% 1.48% 2Q20 2Q21 6.9% 17.7% 2Q20 2Q21 é6% Pre-provision profit $s in millions é1,084 bps $235 $624 $0.55 $1.46 2Q20 2Q21 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. é165% é166%

22 Mortgage banking Mortgage volumes remain strong; gain-on-sale margins lower from elevated levels Production revenue mix by channel Mortgage volumes and margin $s in billions $9.2 $9.7 $9.6$8.9 $8.8 $8.2 3.18% 1.59% 1.05% 2Q20 1Q21 2Q21 $11.3 $11.1 $11.4 *Pull through adjusted locks Secondary originations Total secondary locks Portfolio originations Gain on sale/PTAL* Production Servicing ■ Record originations of $11.4 billion – Expect 2H21 originations to approximate 1H21 level with shift towards more purchase volume ■ CFG purchase mix expected to increase to ~50% in FY21 compared to 38% in FY20 ■ Margin declined to 1.05% given heightened competition, particularly within wholesale and correspondent; modest further decline expected in 3Q21 before stabilizing ■ Third-party servicing portfolio of $85 billion, up 3% QoQ and 6% YoY – Mortgage servicing income contribution expected to improve further given an increase in the servicing portfolio and likely better 3Q21 hedging results 42% 56% 64% 29% 30% 19% 30% 14% 17% Retail Wholesale Correspondent 2Q20 Initiatives ■ Continue to expand virtual and in-market retail sales force, with expansion into South Florida to support our new Wealth Center ■ Digital retail application adoption continues to increase, approaching ~90% 1Q21 2Q21

23 Allocation of allowance for credit losses by product type March 31, 2021 June 30, 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) $44,058 $742 1.68 % 1.91 % $42,842 $674 1.57 % 1.71 % Commercial real estate 14,553 353 2.43 14,412 218 1.51 Leases 1,802 51 2.82 1,829 61 3.36 Total commercial 60,413 1,146 1.90 2.07 59,083 953 1.61 1.71 Residential mortgages 19,202 125 0.65 20,538 140 0.68 Home equity 11,854 102 0.86 11,841 102 0.86 Automobile 12,344 175 1.41 12,780 168 1.31 Education 12,691 342 2.70 12,800 322 2.51 Other retail 5,691 304 5.34 5,539 262 4.74 Total retail loans 61,782 1,048 1.70 63,498 994 1.57 Total loans and leases $122,195 $2,194 1.80 % 1.87 $122,581 $1,947 1.59 % 1.63 % Allowance for Unfunded Lending Commitments(2) Commercial $165 2.17 % 2.37 % $121 1.82 % 1.93 % Retail 13 1.72 13 1.59 Total allowance for unfunded lending commitments $178 $134 Allowance for credit losses(2) $122,195 $2,372 1.94 % 2.03 % $122,581 $2,081 1.70 % 1.75 % Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $5,148 million and $3,479 million as of March 31, 2021 and June 30, 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.

24 Notable Items(1) First quarter and second quarter 2021, and second quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives as well as integration costs. These notable items have been excluded from reported results to better reflect Underlying operating results. 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. Notable items - integration costs 2Q21 1Q21 2Q20 ($s in millions) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Noninterest income $ — $ — $ — $ — $ — $ — Salaries & benefits $ — $ — $ — $ — $ — $ — Equipment and software — — — — — — Outside services (2) (1) — — (2) (1) Occupancy — — — — — — Other expense — — — — — — Noninterest expense $ (2) $ (1) $ — $ — $ (2) $ (1) Total Integration Costs $ (2) $ (1) $ — $ — $ (2) $ (1) Other notable items - primarily tax and TOP 2Q21 1Q21 2Q20 ($s in millions, except per share data) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Tax notable items $ — $ — $ — $ — $ — $ 4 Other notable items- TOP & other actions Noninterest income $ — $ — $ — $ — $ — $ — Salaries & benefits — — — — (4) (4) Equipment and software (4) (3) (4) (3) — — Outside services (2) (2) (7) (5) (10) (7) Occupancy (3) (2) (9) (7) (3) (2) Other expense — — — — — — Noninterest expense $ (9) $ (7) $ (20) $ (15) $ (17) $ (13) Total Other Notable Items $ (9) $ (7) $ (20) $ (15) $ (17) $ (9) Total Notable Items $ (11) $ (8) $ (20) $ (15) $ (19) $ (10) EPS Impact $ (0.02) $ (0.04) $ (0.02)

25 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 $5,148 million and $3,479 million as of March 31, 2021 and June 30, 2021, respectively. See slide 23 for more details on the calculations General Notes a. References to net interest margin are on a fully taxable equivalent ("FTE") basis. b. 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. c. Select totals may not sum due to rounding. d. Based on Basel III standardized approach. Capital Ratios are preliminary. e. Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. f. NIM excluding elevated cash adjusts interest-earning assets to exclude the impact of cash above targeted operating levels. Notes Notes on slide 3 - 2Q21 GAAP financial summary 1) See above general note a). 2) In 3Q18, we revised our method of calculating the loans-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. 3) Full-time equivalent employees. Notes on slide 4 - 2Q21 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 d). Notes on slide 6 - Net interest income 1) See above note non-GAAP financial measures. See above general note f). Notes on slide 7 - Noninterest income 1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented. 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 c). 2) See above note non-GAAP financial measures). Notes on slide 10 - Average funding and cost of funds 1) See above general note e). Notes on slide 11 - Credit quality 1) Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing. 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 d). 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. Notes on slide 14 - Business highlights and strategic priorities 1) Digital sales includes retail deposit and loan products, excluding products no longer originated. 2) Thomson Reuters LPC, Loan syndication league table ranking for the prior twelve months as of 2Q21 based on volume and deals for Overall U.S. Middle Market (defined as Borrower Revenues <$500 million and Deal Size <$500 million).

26 Notes continued Notes on slide 17 - 3Q21 outlook vs. 2Q21 1) See above note on non-GAAP financial measures. Notes on slide 18 - Key messages 1) See above general note d). 2) See above note on non-GAAP financial measures. Notes on slide 20 - Linked-quarter Underlying results 1) See above note on non-GAAP financial measures. Notes on slide 21 - Year-over-year Underlying results 1) See above note on non-GAAP financial measures. Notes on slide 23 - 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 24 - Notable Items 1) See above note on non-GAAP financial measures.

27 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 2Q21 Change 2Q21 1Q21 2Q20 1Q21 2Q20 $ % $ % Total revenue, Underlying: Total revenue (GAAP) A $1,609 $1,659 $1,750 ($50) (3%) ($141) (8%) Less: Notable items — — — — — — — Total revenue, Underlying (non-GAAP) B $1,609 $1,659 $1,750 ($50) (3%) ($141) (8%) Noninterest expense, Underlying: Noninterest expense (GAAP) C $991 $1,018 $979 ($27) (3%) $12 1% Less: Notable items 11 20 19 (9) (45) (8) (42) Noninterest expense, Underlying (non-GAAP) D $980 $998 $960 ($18) (2%) $20 2% Pre-provision profit: Total revenue (GAAP) A $1,609 $1,659 $1,750 ($50) (3%) ($141) (8%) Less: Noninterest expense (GAAP) C 991 1,018 979 (27) (3) 12 1 Pre-provision profit (GAAP) $618 $641 $771 ($23) (4%) ($153) (20%) Pre-provision profit, Underlying: Total revenue, Underlying (non-GAAP) B $1,609 $1,659 $1,750 ($50) (3%) ($141) (8%) Less: Noninterest expense, Underlying (non-GAAP) D 980 998 960 (18) (2) 20 2 Pre-provision profit, Underlying (non-GAAP) $629 $661 $790 ($32) (5%) ($161) (20%) Income before income tax expense, Underlying: Income before income tax expense (GAAP) E $831 $781 $307 $50 6% $524 171% Less: Expense before income tax benefit related to notable items (11) (20) (19) 9 45 8 42 Income before income tax expense, Underlying (non-GAAP) F $842 $801 $326 $41 5% $516 158% Income tax expense, Underlying: Income tax expense (GAAP) G $183 $170 $54 $13 8% $129 239% Less: Income tax benefit related to notable items (3) (5) (9) 2 40 6 67 Income tax expense, Underlying (non-GAAP) H $186 $175 $63 $11 6% $123 195% Net income, Underlying: Net income (GAAP) I $648 $611 $253 $37 6% $395 156% Add: Notable items, net of income tax benefit 8 15 10 (7) (47) (2) (20) Net income, Underlying (non-GAAP) J $656 $626 $263 $30 5% $393 149% Net income available to common stockholders, Underlying: Net income available to common stockholders (GAAP) K $616 $588 $225 $28 5% $391 174% Add: Notable items, net of income tax benefit 8 15 10 (7) (47) (2) (20) Net income available to common stockholders, Underlying (non-GAAP) L $624 $603 $235 $21 3% $389 166%

28 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 2Q21 Change 2Q21 1Q21 2Q20 1Q21 2Q20 $/bps % $/bps % Operating leverage: Total revenue (GAAP) A $1,609 $1,659 $1,750 ($50) (2.96%) ($141) (8.00%) Less: Noninterest expense (GAAP) C 991 1,018 979 (27) (2.51) 12 1.42 Operating leverage (0.45%) (9.42%) Operating leverage, Underlying: Total revenue, Underlying (non-GAAP) B $1,609 $1,659 $1,750 ($50) (2.96%) ($141) (8.00%) Less: Noninterest expense, Underlying (non-GAAP) D 980 998 960 (18) (1.78) 20 2.18 Operating leverage, Underlying (non-GAAP) (1.18%) (10.18%) Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio C/A 61.63 % 61.35% 55.91 % 28 bps 572 bps Efficiency ratio, Underlying (non-GAAP) D/B 60.92 60.19 54.85 73 bps 607 bps Effective income tax rate and effective income tax rate, Underlying: Effective income tax rate G/E 21.96% 21.76% 17.69 % 20 bps 427 bps Effective income tax rate, Underlying (non-GAAP) H/F 22.01 21.85 19.36 16 bps 265 bps Return on average common equity and return on average common equity, Underlying: Average common equity (GAAP) M $20,833 $20,611 $20,446 $222 1% $387 2% Return on average common equity K/M 11.85 % 11.57% 4.44 % 28 bps 741 bps Return on average common equity, Underlying (non-GAAP) L/M 12.02 11.85 4.63 17 bps 739 bps Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) M $20,833 $20,611 $20,446 $222 1% $387 2% Less: Average goodwill (GAAP) 7,050 7,050 7,050 — — — — Less: Average other intangibles (GAAP) 53 57 65 (4) (7) (12) (18) Add: Average deferred tax liabilities related to goodwill (GAAP) 381 379 375 2 1 6 2 Average tangible common equity N $14,111 $13,883 $13,706 $228 2% $405 3% Return on average tangible common equity K/N 17.50 % 17.17% 6.62 % 33 bps 1,088 bps Return on average tangible common equity, Underlying (non-GAAP) L/N 17.74 17.59 6.90 15 bps 1,084 bps Return on average total assets and return on average total assets, Underlying: Average total assets (GAAP) O $184,456 $182,569 $179,793 $1,887 1% $4,663 3% Return on average total assets I/O 1.41 % 1.36% 0.57 % 5 bps 84 bps Return on average total assets, Underlying (non-GAAP) J/O 1.43 1.39 0.59 4 bps 84 bps $s in millions, except share, per share and ratio data

29 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 2Q21 Change 2Q21 1Q21 2Q20 1Q21 2Q20 $/bps % $/bps % Return on average total tangible assets and return on average total tangible assets, Underlying: Average total assets (GAAP) P $184,456 $182,569 $179,793 $1,887 1% $4,663 3% Less: Average goodwill (GAAP) 7,050 7,050 7,050 — — — — Less: Average other intangibles (GAAP) 53 57 65 (4) (7) (12) (18) Add: Average deferred tax liabilities related to goodwill (GAAP) 381 379 375 2 1 6 2 Average tangible assets Q $177,734 $175,841 $173,053 $1,893 1% $4,681 3% Return on average total tangible assets I/Q 1.46 % 1.41% 0.59 % 5 bps 87 bps Return on average total tangible assets, Underlying (non-GAAP) J/Q 1.48 1.44 0.61 4 bps 87 bps Tangible book value per common share: Common shares - at period-end (GAAP) R 426,083,143 425,930,159 426,824,594 152,984 —% (741,451) —% Common stockholders' equity (GAAP) $21,185 $20,688 $20,453 $497 2 $732 4 Less: Goodwill (GAAP) 7,050 7,050 7,050 — — — — Less: Other intangible assets (GAAP) 52 54 63 (2) (4) (11) (17) Add: Deferred tax liabilities related to goodwill (GAAP) 383 380 376 3 1 7 2 Tangible common equity S $14,466 $13,964 $13,716 $502 4% $750 5% Tangible book value per common share S/R $33.95 $32.79 $32.13 $1.16 4% $1.82 6% 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 425,948,706 425,953,716 426,613,053 (5,010) —% (664,347) —% Average common shares outstanding - diluted (GAAP) U 427,561,572 427,880,530 427,566,920 (318,958) — (5,348) — Net income per average common share - basic (GAAP) K/T $1.45 $1.38 $0.53 $0.07 5 $0.92 174 Net income per average common share - diluted (GAAP) K/U 1.44 1.37 0.53 0.07 5 0.91 172 Net income per average common share - basic, Underlying (non-GAAP) L/T 1.47 1.41 0.55 0.06 4 0.92 167 Net income per average common share - diluted, Underlying (non-GAAP) L/U 1.46 1.41 0.55 0.05 4 0.91 165 $s in millions, except share, per share and ratio data

30 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 2Q21 Change 2Q21 1Q21 2Q20 1Q21 2Q20 $/bps % $/bps % Salaries and employee benefits, Underlying: Salaries and employee benefits (GAAP) $524 $548 $513 ($24) (4%) $11 2% Less: Notable items — — 4 — — (4) (100) Salaries and employee benefits, Underlying (non-GAAP) $524 $548 $509 ($24) (4%) $15 3% Outside services, Underlying: Outside services (GAAP) $137 $139 $131 ($2) (1%) $6 5% Less: Notable items 4 7 12 (3) (43) (8) (67) Outside services, Underlying (non-GAAP) $133 $132 $119 $1 1% $14 12% Occupancy, Underlying: Occupancy (GAAP) $82 $88 $82 ($6) (7%) $— —% Less: Notable items 3 9 3 (6) (67) — — Occupancy, Underlying (non-GAAP) $79 $79 $79 $— —% $— —% Equipment and software, Underlying: Equipment and software (GAAP) $155 $152 $142 $3 2% $13 9% Less: Notable items 4 4 — — — 4 100 Equipment and software, Underlying (non-GAAP) $151 $148 $142 $3 2% $9 6% $s in millions, except share, per share and ratio data

31 Non-GAAP financial measures and reconciliations - excluding the impact of PPP loans QUARTERLY TRENDS 2Q21 Change 2Q21 1Q21 4Q20 3Q20 2Q20 1Q21 2Q20 $/bps % $/bps % Total loans, excluding the impact of PPP loans: Total loans (GAAP) A $122,581 $122,195 $123,090 $124,071 $125,713 $386 —% ($3,132) (2%) Less: PPP loans 3,479 5,148 4,155 4,653 4,679 (1,669) (32) (1,200) (26) Total loans, excluding the impact of PPP loans (non-GAAP) B $119,102 $117,047 $118,935 $119,418 $121,034 $2,055 2% ($1,932) (2%) Total commercial loans, excluding the impact of PPP loans: Total commercial loans (GAAP) C $59,083 $60,413 $60,793 $62,362 $64,930 ($1,330) (2%) ($5,847) (9%) Less: PPP loans 3,479 5,148 4,155 4,653 4,679 (1,669) (32) (1,200) (26) Total commercial loans, excluding the impact of PPP loans (non-GAAP) D $55,604 $55,265 $56,638 $57,709 $60,251 $339 1% ($4,647) (8%) Allowance for credit losses: Allowance for credit losses (GAAP) E $2,081 $2,372 $2,670 $2,736 $2,527 ($291) (12%) ($446) (18%) Ratios: Allowance for credit losses to total loans (GAAP) E/A 1.70 % 1.94 % 2.17 % 2.21 % 2.01 % (24) bps (31) bps Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP) E/B 1.75 % 2.03 % 2.24 % 2.29 % 2.09 % (203) bps (209) bps $s in millions, except share, per share and ratio data

32 Non-GAAP financial measures and reconciliations - excluding elevated cash QUARTERLY TRENDS 2Q21 Change 2Q21 1Q21 2Q20 1Q21 2Q20 $/bps % $/bps % Net interest income, FTE excluding the impact of elevated cash: Net interest income, FTE (GAAP) A $1,126 $1,120 $1,163 $6 1% ($37) (3%) Less: Net interest income associated with elevated cash — — — — — — — Net Interest Income, FTE excluding the impact of elevated cash (non-GAAP) B $1,126 $1,120 $1,163 $6 1% ($37) (3%) Average interest earning assets, excluding the impact of elevated cash: Total Interest-Earning Assets (GAAP) C $166,333 $164,381 $162,390 $1,952 1% $3,943 2% Less: Elevated Cash 9,363 8,985 3,416 378 4 5,947 174 Total Interest-Earning Assets excluding the impact of elevated cash (non-GAAP) D $156,970 $155,396 $158,974 $1,574 1% ($2,004) (1%) Day count E 91 90 91 Day count (year) F 365 365 366 Ratios: Net interest margin, FTE (GAAP) A / C / E * F 2.72 % 2.76 % 2.88 % (4) bps (16) bps Net interest margin, FTE, excluding the impact of elevated cash (non-GAAP) B / D / E * F 2.88 % 2.92 % 2.94 % (4) bps (6) bps $s in millions, except share, per share and ratio data

EX-99.3

Financial Supplement

Second 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
Mortgage Banking Fees	10
Segment Financial Highlights	11
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																	FOR THE SIX MONTHS ENDED JUNE 30,
											2Q21 Change											2021 Change
	2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20			2021		2020		2020
											$/bps		%		$/bps	%						$/bps	%
SELECTED OPERATING DATA
Total revenue	$1,609		$1,659		$1,707		$1,791		$1,750		($50)		(3	%)	($141)	(8	%)	$3,268		$3,407		($139)	(4	%)
Noninterest expense	991		1,018		1,012		988		979		(27)		(3)		12	1		2,009		1,991		18	1
Profit before provision for credit losses	618		641		695		803		771		(23)		(4)		(153)	(20)		1,259		1,416		(157)	(11)
Provision for credit losses	(213)		(140)		124		428		464		(73)		(52)		(677)	NM		(353)		1,064		(1,417)	NM
NET INCOME	648		611		456		314		253		37		6		395	156		1,259		287		972	NM
Net income, Underlying1	656		626		480		338		263		30		5		393	149		1,282		322		960	NM
Net income available to common stockholders	616		588		424		289		225		28		5		391	174		1,204		237		967	NM
Net income available to common stockholders, Underlying1	624		603		448		313		235		21		3		389	166		1,227		272		955	NM
PER COMMON SHARE DATA
Basic earnings	$1.45		$1.38		$0.99		$0.68		$0.53		$0.07		5	%	$0.92	174	%	$2.83		$0.56		$2.27	NM
Diluted earnings	1.44		1.37		0.99		0.68		0.53		0.07		5		0.91	172		2.81		0.55		2.26	NM
Basic earnings, Underlying1	1.47		1.41		1.05		0.73		0.55		0.06		4		0.92	167		2.88		0.64		2.24	NM
Diluted earnings, Underlying1	1.46		1.41		1.04		0.73		0.55		0.05		4		0.91	165		2.87		0.64		2.23	NM
Cash dividends declared and paid per common share	0.39		0.39		0.39		0.39		0.39		—		—		—	—		0.78		0.78		—	—
Book value per common share	49.72		48.57		48.47		48.01		47.92		1.15		2		1.80	4		49.72		47.92		1.80	4
Tangible book value per common share	33.95		32.79		32.72		32.24		32.13		1.16		4		1.82	6		33.95		32.13		1.82	6
Dividend payout ratio	27	%	28	%	39	%	58	%	74	%	(136)	bps	NM		NM			28	%	140	%	NM
Dividend payout ratio, Underlying1	27		28		37		53		71		(100)	bps	NM		NM			27		122		NM
COMMON SHARES OUTSTANDING
Average: Basic	425,948,706		425,953,716		427,074,822		426,846,096		426,613,053		(5,010)		—	%	(664,347)	—	%	425,951,197		427,165,737		(1,214,540)	—	%
Diluted	427,561,572		427,880,530		428,881,252		427,992,349		427,566,920		(318,958)		—		(5,348)	—		427,668,242		428,292,580		(624,338)	—
Common shares at period-end	426,083,143		425,930,159		427,209,831		427,073,084		426,824,594		152,984		—		(741,451)	—		426,083,143		426,824,594		(741,451)	—

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																FOR THE SIX MONTHS ENDED JUNE 30,
											2Q21 Change										2021 Change
	2Q21		1Q21		4Q20		3Q20		2Q20		1Q21			2Q20			2021		2020		2020
											$/bps		%	$/bps		%					$/bps		%
FINANCIAL RATIOS
Net interest margin	2.71	%	2.75	%	2.75	%	2.82	%	2.87	%	(4)	bps		(16)	bps		2.73	%	2.98	%	(25)	bps
Net interest margin, FTE1	2.72		2.76		2.75		2.83		2.88		(4)	bps		(16)	bps		2.74		2.99		(25)	bps
Return on average common equity	11.85		11.57		8.20		5.60		4.44		28	bps		741	bps		11.71		2.35		936	bps
Return on average common equity, Underlying2	12.02		11.85		8.66		6.05		4.63		17	bps		739	bps		11.93		2.69		924	bps
Return on average tangible common equity	17.50		17.17		12.20		8.33		6.62		33	bps		1,088	bps		17.34		3.51		1,383	bps
Return on average tangible common equity, Underlying2	17.74		17.59		12.89		9.00		6.90		15	bps		1,084	bps		17.67		4.03		1,364	bps
Return on average total assets	1.41		1.36		1.00		0.70		0.57		5	bps		84	bps		1.38		0.33		105	bps
Return on average total assets, Underlying2	1.43		1.39		1.05		0.76		0.59		4	bps		84	bps		1.41		0.37		104	bps
Return on average total tangible assets	1.46		1.41		1.04		0.73		0.59		5	bps		87	bps		1.44		0.35		109	bps
Return on average total tangible assets, Underlying2	1.48		1.44		1.10		0.79		0.61		4	bps		87	bps		1.46		0.39		107	bps
Effective income tax rate	21.96		21.76		20.16		16.10		17.69		20	bps		427	bps		21.86		18.51		335	bps
Effective income tax rate, Underlying2	22.01		21.85		21.70		16.79		19.36		16	bps		265	bps		21.93		20.36		157	bps
Efficiency ratio	61.63		61.35		59.28		55.18		55.91		28	bps		572	bps		61.49		58.43		306	bps
Efficiency ratio, Underlying2	60.92		60.19		56.83		53.44		54.85		73	bps		607	bps		60.55		56.91		364	bps
Noninterest income as a % of total revenue	30	%	33	%	34	%	37	%	34	%	(300)	bps		(400)	bps		31	%	32	%	(100)	bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio	10.3	%	10.1	%	10.0	%	9.8	%	9.6	%
Tier 1 capital ratio	11.6		11.4		11.3		11.2		10.9
Total capital ratio	13.5		13.4		13.4		13.3		13.1
Tier 1 leverage ratio	9.7		9.5		9.4		9.5		9.3
Tangible common equity ratio	8.1		7.7		7.9		8.0		7.9
SELECTED BALANCE SHEET DATA
Loan-to-deposit ratio (period-end balances)	81.38	%	80.74	%	83.64	%	86.81	%	87.53	%	64	bps		(615)	bps		81.38	%	87.53	%	(615)	bps
Loan-to-deposit ratio (average balances)	82.14		83.77		84.99		88.36		90.93		(163)	bps		(879)	bps		82.94		93.13		(1,019)	bps
Full-time equivalent colleagues	17,472		17,405		17,584		17,930		18,312		67		—	(840)		(5)	17,472		18,312		(840)		(5)

1Net 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.

2These 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											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q21 Change								2021 Change
	2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
						$	%		$	%				$	%
INTEREST INCOME
Interest and fees on loans and leases	$1,058	$1,061	$1,105	$1,120	$1,192	($3)	—	%	($134)	(11	%)	$2,119	$2,494	($375)	(15	%)
Interest and fees on loans held for sale	24	18	19	21	20	6	33		4	20		42	35	7	20
Interest and fees on other loans held for sale	2	6	1	16	7	(4)	(67)		(5)	(71)		8	16	(8)	(50)
Investment securities	124	128	121	121	130	(4)	(3)		(6)	(5)		252	277	(25)	(9)
Interest-bearing deposits in banks	3	3	3	2	1	—	—		2	200		6	6	—	—
Total interest income	1,211	1,216	1,249	1,280	1,350	(5)	—		(139)	(10)		2,427	2,828	(401)	(14)
INTEREST EXPENSE
Deposits	42	50	69	89	124	(8)	(16)		(82)	(66)		92	351	(259)	(74)
Short-term borrowed funds	—	—	1	—	—	—	—		—	—		—	1	(1)	(100)
Long-term borrowed funds	45	49	50	54	66	(4)	(8)		(21)	(32)		94	156	(62)	(40)
Total interest expense	87	99	120	143	190	(12)	(12)		(103)	(54)		186	508	(322)	(63)
Net interest income	1,124	1,117	1,129	1,137	1,160	7	1		(36)	(3)		2,241	2,320	(79)	(3)
NONINTEREST INCOME
Mortgage banking fees	85	165	193	287	276	(80)	(48)		(191)	(69)		250	435	(185)	(43)
Service charges and fees	100	99	104	97	84	1	1		16	19		199	202	(3)	(1)
Capital markets fees	91	81	88	58	61	10	12		30	49		172	104	68	65
Card fees	64	55	56	57	48	9	16		16	33		119	104	15	14
Trust and investment services fees	60	58	52	53	45	2	3		15	33		118	98	20	20
Letter of credit and loan fees	38	38	38	37	31	—	—		7	23		76	65	11	17
Foreign exchange and interest rate products	28	28	35	27	34	—	—		(6)	(18)		56	58	(2)	(3)
Securities gains, net	3	3	—	1	3	—	—		—	—		6	3	3	100
Other income	16	15	12	37	8	1	7		8	100		31	18	13	72
Total noninterest income	485	542	578	654	590	(57)	(11)		(105)	(18)		1,027	1,087	(60)	(6)
TOTAL REVENUE	1,609	1,659	1,707	1,791	1,750	(50)	(3)		(141)	(8)		3,268	3,407	(139)	(4)
Provision for credit losses	(213)	(140)	124	428	464	(73)	(52)		(677)	NM		(353)	1,064	(1,417)	NM
NONINTEREST EXPENSE
Salaries and employee benefits	524	548	537	524	513	(24)	(4)		11	2		1,072	1,062	10	1
Equipment and software	155	152	141	149	142	3	2		13	9		307	275	32	12
Outside services	137	139	148	139	131	(2)	(1)		6	5		276	266	10	4
Occupancy	82	88	84	81	82	(6)	(7)		—	—		170	166	4	2
Other operating expense	93	91	102	95	111	2	2		(18)	(16)		184	222	(38)	(17)
Total noninterest expense	991	1,018	1,012	988	979	(27)	(3)		12	1		2,009	1,991	18	1
Income before income tax expense	831	781	571	375	307	50	6		524	171		1,612	352	1,260	NM
Income tax expense	183	170	115	61	54	13	8		129	239		353	65	288	NM
Net income	$648	$611	$456	$314	$253	$37	6	%	$395	156	%	$1,259	$287	$972	NM
Net income, Underlying1	$656	$626	$480	$338	$263	$30	5	%	$393	149	%	$1,282	$322	$960	NM
Net income available to common stockholders	$616	$588	$424	$289	$225	$28	5	%	$391	174	%	$1,204	$237	$967	NM
Net income available to common stockholders, Underlying1	$624	$603	$448	$313	$235	$21	3	%	$389	166	%	$1,227	$272	$955	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					JUNE 30, 2021 CHANGE
	June 30, 2021	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2020	March 31, 2021			June 30, 2020
						$	%		$	%
ASSETS
Cash and due from banks	$1,035	$1,117	$1,037	$904	$1,088	($82)	(7	%)	($53)	(5	%)
Interest-bearing cash and due from banks	11,606	13,543	11,696	8,312	6,358	(1,937)	(14)		5,248	83
Interest-bearing deposits in banks	401	308	306	328	475	93	30		(74)	(16)
Debt securities available for sale, at fair value	24,583	24,467	22,942	22,884	22,144	116	—		2,439	11
Debt securities held to maturity	2,711	2,995	3,235	2,578	2,856	(284)	(9)		(145)	(5)
Loans held for sale, at fair value	3,616	4,304	3,564	3,587	3,631	(688)	(16)		(15)	—
Other loans held for sale	82	75	439	127	1,362	7	9		(1,280)	(94)
Loans and leases	122,581	122,195	123,090	124,071	125,713	386	—		(3,132)	(2)
Less: Allowance for loan and lease losses	(1,947)	(2,194)	(2,443)	(2,542)	(2,448)	247	(11)		501	(20)
Net loans and leases	120,634	120,001	120,647	121,529	123,265	633	1		(2,631)	(2)
Derivative assets	1,655	1,298	1,915	2,030	2,069	357	28		(414)	(20)
Premises and equipment	735	743	759	747	751	(8)	(1)		(16)	(2)
Bank-owned life insurance	2,268	2,135	1,756	1,751	1,739	133	6		529	30
Goodwill	7,050	7,050	7,050	7,050	7,050	—	—		—	—
Other assets	8,728	9,181	8,003	7,401	7,086	(453)	(5)		1,642	23
TOTAL ASSETS	$185,104	$187,217	$183,349	$179,228	$179,874	($2,113)	(1	%)	$5,230	3	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$47,480	$46,067	$43,831	$41,249	$40,545	$1,413	3	%	$6,935	17	%
Interest-bearing	103,156	105,282	103,333	101,672	103,073	(2,126)	(2)		83	—
Total deposits	150,636	151,349	147,164	142,921	143,618	(713)	—		7,018	5
Short-term borrowed funds	62	70	243	252	255	(8)	(11)		(193)	(76)
Derivative liabilities	144	111	128	100	198	33	30		(54)	(27)
Deferred taxes, net	720	593	629	638	709	127	21		11	2
Long-term borrowed funds:
FHLB advances	18	19	19	19	6	(1)	(5)		12	200
Senior debt	5,357	6,714	6,740	7,504	7,519	(1,357)	(20)		(2,162)	(29)
Subordinated debt and other debt	1,582	1,583	1,587	1,586	1,677	(1)	—		(95)	(6)
Total long-term borrowed funds	6,957	8,316	8,346	9,109	9,202	(1,359)	(16)		(2,245)	(24)
Other liabilities	3,386	4,125	4,166	3,739	3,474	(739)	(18)		(88)	(3)
TOTAL LIABILITIES	161,905	164,564	160,676	156,759	157,456	(2,659)	(2)		4,449	3
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented	2,014	1,965	1,965	1,965	1,965	49	2		49	2
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	18,964	18,945	18,940	18,922	18,908	19	—		56	—
Retained earnings	7,314	6,866	6,445	6,189	6,068	448	7		1,246	21
Treasury stock, at cost	(4,718)	(4,718)	(4,623)	(4,623)	(4,623)	—	—		(95)	(2)
Accumulated other comprehensive income (loss)	(381)	(411)	(60)	10	94	30	7		(475)	NM
TOTAL STOCKHOLDERS' EQUITY	23,199	22,653	22,673	22,469	22,418	546	2		781	3
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$185,104	$187,217	$183,349	$179,228	$179,874	($2,113)	(1	%)	$5,230	3	%
Memo: Total tangible common equity	$14,466	$13,964	$13,979	$13,771	$13,716	$502	4	%	$750	5	%

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF					JUNE 30, 2021 CHANGE
	June 30, 2021	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2020	Mar 31, 2021			June 30, 2020
						$	%		$	%
LOANS AND LEASES
Commercial and industrial	$42,842	$44,058	$44,173	$45,185	$48,017	($1,216)	(3	%)	($5,175)	(11	%)
Commercial real estate	14,412	14,553	14,652	14,889	14,485	(141)	(1)		(73)	(1)
Leases	1,829	1,802	1,968	2,288	2,428	27	1		(599)	(25)
Total commercial	59,083	60,413	60,793	62,362	64,930	(1,330)	(2)		(5,847)	(9)
Residential mortgages	20,538	19,202	19,539	19,633	19,245	1,336	7		1,293	7
Home equity	11,841	11,854	12,149	12,322	12,541	(13)	—		(700)	(6)
Automobile	12,780	12,344	12,153	12,035	12,028	436	4		752	6
Education	12,800	12,691	12,308	11,631	10,591	109	1		2,209	21
Other retail	5,539	5,691	6,148	6,088	6,378	(152)	(3)		(839)	(13)
Total retail	63,498	61,782	62,297	61,709	60,783	1,716	3		2,715	4
Total loans and leases	$122,581	$122,195	$123,090	$124,071	$125,713	$386	—	%	($3,132)	(2	%)
Loans held for sale, at fair value	3,616	4,304	3,564	3,587	3,631	(688)	(16)		(15)	—
Other loans held for sale	82	75	439	127	1,362	7	9		(1,280)	(94)
Loans and leases and loans held for sale	$126,279	$126,574	$127,093	$127,785	$130,706	($295)	—	%	($4,427)	(3	%)
DEPOSITS
Demand	$47,480	$46,067	$43,831	$41,249	$40,545	$1,413	3	%	$6,935	17	%
Checking with interest	28,074	26,883	27,204	27,141	27,200	1,191	4		874	3
Regular savings	20,382	19,634	18,044	17,237	16,665	748	4		3,717	22
Money market accounts	48,150	51,074	48,569	46,400	44,965	(2,924)	(6)		3,185	7
Term deposits	6,550	7,691	9,516	10,894	14,243	(1,141)	(15)		(7,693)	(54)
Total deposits	$150,636	$151,349	$147,164	$142,921	$143,618	($713)	—	%	$7,018	5	%

7

AVERAGE BALANCE SHEETS

(in millions)

	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q21 Change								2021 Change
	2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
						$	%		$	%				$	%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$11,259	$10,861	$11,303	$6,250	$5,231	$398	4	%	$6,028	115		$11,061	$3,545	$7,516	212	%
Taxable investment securities	27,597	27,031	25,471	24,654	25,180	566	2		2,417	10		27,316	25,259	2,057	8
Non-taxable investment securities	3	3	3	4	4	—	—		(1)	(25)		3	4	(1)	(25)
Total investment securities	27,600	27,034	25,474	24,658	25,184	566	2		2,416	10		27,319	25,263	2,056	8
Investment securities and interest-bearing deposits	38,859	37,895	36,777	30,908	30,415	964	3		8,444	28		38,380	28,808	9,572	33
Commercial and industrial	44,388	44,287	44,594	46,844	50,443	101	—		(6,055)	(12)		44,338	46,797	(2,459)	(5)
Commercial real estate	14,473	14,675	14,745	14,644	14,540	(202)	(1)		(67)	—		14,574	14,208	366	3
Leases	1,792	1,915	2,176	2,373	2,426	(123)	(6)		(634)	(26)		1,852	2,454	(602)	(25)
Total commercial	60,653	60,877	61,515	63,861	67,409	(224)	—		(6,756)	(10)		60,764	63,459	(2,695)	(4)
Residential mortgages	20,242	19,388	19,543	19,427	18,872	854	4		1,370	7		19,817	18,869	948	5
Home equity	11,825	12,001	12,239	12,416	12,736	(176)	(1)		(911)	(7)		11,912	12,889	(977)	(8)
Automobile	12,526	12,229	12,066	12,019	11,998	297	2		528	4		12,378	12,085	293	2
Education	12,632	12,436	11,931	10,929	11,183	196	2		1,449	13		12,534	10,897	1,637	15
Other retail	5,612	5,916	6,167	6,260	6,557	(304)	(5)		(945)	(14)		5,765	6,706	(941)	(14)
Total retail	62,837	61,970	61,946	61,051	61,346	867	1		1,491	2		62,406	61,446	960	2
Total loans and leases	123,490	122,847	123,461	124,912	128,755	643	1		(5,265)	(4)		123,170	124,905	(1,735)	(1)
Loans held for sale, at fair value	3,751	3,254	3,185	3,295	2,710	497	15		1,041	38		3,535	2,300	1,235	54
Other loans held for sale	233	385	110	1,061	510	(152)	(39)		(277)	(54)		348	655	(307)	(47)
Total interest-earning assets	166,333	164,381	163,533	160,176	162,390	1,952	1		3,943	2		165,433	156,668	8,765	6
Allowance for loan and lease losses	(2,179)	(2,439)	(2,541)	(2,444)	(2,172)	260	11		(7)	—		(2,308)	(1,940)	(368)	(19)
Goodwill	7,050	7,050	7,050	7,050	7,050	—	—		—	—		7,050	7,048	2	—
Other noninterest-earning assets	13,252	13,577	13,019	12,893	12,525	(325)	(2)		727	6		13,343	11,709	1,634	14
TOTAL ASSETS	$184,456	$182,569	$181,061	$177,675	$179,793	$1,887	1	%	$4,663	3	%	$183,518	$173,485	$10,033	6	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Checking with interest	$27,278	$26,116	$26,432	$26,638	$26,312	$1,162	4	%	$966	4	%	$26,700	$25,462	$1,238	5	%
Money market accounts	49,394	49,536	48,667	45,187	45,187	(142)	—		4,207	9		49,465	42,513	6,952	16
Regular savings	20,077	18,611	17,566	16,902	15,883	1,466	8		4,194	26		19,348	15,042	4,306	29
Term deposits	6,970	8,572	10,191	12,032	16,470	(1,602)	(19)		(9,500)	(58)		7,767	17,543	(9,776)	(56)
Total interest-bearing deposits	103,719	102,835	102,856	100,759	103,852	884	1		(133)	—		103,280	100,560	2,720	3
Short-term borrowed funds	69	150	232	240	222	(81)	(54)		(153)	(69)		109	433	(324)	(75)
FHLB advances	18	19	19	6	2,595	(1)	(5)		(2,577)	(99)		19	3,866	(3,847)	(100)
Senior debt	5,834	6,732	6,845	7,515	7,499	(898)	(13)		(1,665)	(22)		6,280	7,381	(1,101)	(15)
Subordinated debt and other debt	1,582	1,585	1,586	1,675	1,661	(3)	—		(79)	(5)		1,583	1,659	(76)	(5)
Total long-term borrowed funds	7,434	8,336	8,450	9,196	11,755	(902)	(11)		(4,321)	(37)		7,882	12,906	(5,024)	(39)
Total borrowed funds	7,503	8,486	8,682	9,436	11,977	(983)	(12)		(4,474)	(37)		7,991	13,339	(5,348)	(40)
Total interest-bearing liabilities	111,222	111,321	111,538	110,195	115,829	(99)	—		(4,607)	(4)		111,271	113,899	(2,628)	(2)
Total demand deposits	46,630	43,814	42,411	40,608	37,745	2,816	6		8,885	24		45,230	33,553	11,677	35
Other liabilities	3,741	4,858	4,600	4,374	4,086	(1,117)	(23)		(345)	(8)		4,297	4,070	227	6
TOTAL LIABILITIES	161,593	159,993	158,549	155,177	157,660	1,600	1		3,933	2		160,798	151,522	9,276	6
STOCKHOLDERS' EQUITY	22,863	22,576	22,512	22,498	22,133	287	1		730	3		22,720	21,963	757	3
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$184,456	$182,569	$181,061	$177,675	$179,793	$1,887	1	%	$4,663	3	%	$183,518	$173,485	$10,033	6	%
Memo: Total loans and leases, including loans held for sale	$127,474	$126,486	$126,756	$129,268	$131,975	$988	1	%	($4,501)	(3	%)	$127,053	$127,860	($807)	(1	%)
Total deposits (interest-bearing and demand)	$150,349	$146,649	$145,267	$141,367	$141,597	$3,700	3	%	$8,752	6	%	$148,510	$134,113	$14,397	11	%
Total average tangible common equity	$14,111	$13,883	$13,814	$13,797	$13,706	$228	2	%	$405	3	%	$13,998	$13,595	$403	3	%

8

AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

	QUARTERLY TRENDS															FOR THE SIX MONTHS ENDED JUNE 30,
	2Q21			1Q21			4Q20			3Q20			2Q20			2021			2020
	Rate		Income/Expense	Rate		Income/Expense	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	0.12	%	$3	0.11	%	$3	0.10	%	$3	0.10	%	$2	0.09	%	$1	0.11	%	$6	0.36	%	$6
Taxable investment securities	1.80		124	1.89		128	1.89		121	1.95		121	2.15		130	1.84		252	2.24		277
Non-taxable investment securities	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—
Total investment securities	1.80		124	1.89		128	1.89		121	1.95		121	2.15		130	1.84		252	2.24		277
Investment securities and interest-bearing deposits			127			131			124			123			131			258			283
Commercial and industrial	3.08		345	3.12		347	3.25		370	3.20		383	3.23		412	3.10		692	3.50		829
Commercial real estate	2.58		95	2.57		94	2.58		97	2.57		96	2.87		106	2.58		189	3.40		245
Leases	2.76		12	2.69		13	2.58		14	2.65		16	2.75		16	2.73		25	2.79		34
Total commercial	2.96		452	2.98		454	3.07		481	3.03		495	3.14		534	2.97		906	3.45		1,108
Residential mortgages	3.04		154	3.05		148	3.08		151	3.15		153	3.19		150	3.05		302	3.33		314
Home equity	3.13		92	3.20		95	3.18		98	3.21		100	3.50		111	3.16		187	4.10		263
Automobile	4.00		125	4.14		125	4.26		129	4.23		128	4.33		129	4.07		250	4.33		260
Education	4.26		135	4.38		134	4.55		136	4.74		130	5.21		145	4.32		269	5.42		294
Other retail	7.13		100	7.25		105	7.10		110	7.22		114	7.52		123	7.19		205	7.65		255
Total retail	3.86		606	3.96		607	4.01		624	4.08		625	4.31		658	3.91		1,213	4.53		1,386
Total loans and leases	3.42		1,058	3.47		1,061	3.54		1,105	3.54		1,120	3.69		1,192	3.44		2,119	3.98		2,494
Loans held for sale, at fair value	2.55		24	2.27		18	2.41		19	2.60		21	2.85		20	2.40		42	3.03		35
Other loans held for sale	2.99		2	6.30		6	3.14		1	6.02		16	4.66		7	4.48		8	4.45		16
Total interest-earning assets	2.90		1,211	2.97		1,216	3.02		1,249	3.15		1,280	3.33		1,350	2.94		2,427	3.61		2,828
INTEREST-BEARING LIABILITIES
Checking with interest	0.08		5	0.09		6	0.11		8	0.13		8	0.17		11	0.09		11	0.38		48
Money market accounts	0.17		21	0.18		22	0.22		27	0.28		33	0.35		39	0.17		43	0.63		132
Regular savings	0.10		5	0.11		5	0.15		7	0.24		10	0.39		15	0.10		10	0.44		33
Term deposits	0.61		11	0.83		17	1.09		27	1.25		38	1.44		59	0.73		28	1.58		138
Total interest-bearing deposits	0.16		42	0.20		50	0.27		69	0.35		89	0.48		124	0.18		92	0.70		351
Short-term borrowed funds	0.87		—	0.46		—	0.44		1	0.13		—	0.29		—	0.59		—	0.64		1
FHLB advances	0.91		—	0.92		—	0.93		—	1.42		—	0.86		6	0.92		—	1.53		30
Senior debt	1.92		28	1.91		32	1.93		33	1.84		35	2.25		42	1.92		60	2.46		91
Subordinated debt and other debt	4.24		17	4.22		17	4.35		17	4.67		19	4.22		18	4.23		34	4.17		35
Total long-term borrowed funds	2.41		45	2.35		49	2.38		50	2.35		54	2.22		66	2.38		94	2.40		156
Total borrowed funds	2.40		45	2.32		49	2.33		51	2.30		54	2.18		66	2.36		94	2.35		157
Total interest-bearing liabilities	0.31		87	0.36		99	0.43		120	0.52		143	0.66		190	0.34		186	0.90		508
INTEREST RATE SPREAD	2.59			2.62			2.60			2.63			2.67			2.60			2.71
NET INTEREST MARGIN AND NET INTEREST INCOME	2.71	%	$1,124	2.75	%	$1,117	2.75	%	$1,129	2.82	%	$1,137	2.87	%	$1,160	2.73	%	$2,241	2.98	%	$2,320
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE1	2.72	%	$1,126	2.76	%	$1,120	2.75	%	$1,132	2.83	%	$1,140	2.88	%	$1,163	2.74	%	$2,246	2.99	%	$2,327
Memo: Total deposit costs	0.11	%	$42	0.14	%	$50	0.19	%	$69	0.25	%	$89	0.35	%	$124	0.12	%	$92	0.53	%	$351

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

MORTGAGE BANKING FEES SUMMARY

(in millions, except ratio data)

	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
											2Q21 Change												2021 Change
	2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
MORTGAGE BANKING FEES1
Production revenue	$86		$140		$193		$275		$271		($54)		(39	%)	($185)		(68	%)	$226		$407		($181)		(44)
Mortgage servicing revenue	13		—		4		2		9		13		100		4		44		13		26		(13)		(50)
MSR valuation changes, net of hedge impact	(14)		25		(4)		10		(4)		(39)		NM		(10)		(250)		11		2		9		NM
Total mortgage banking fees	$85		$165		$193		$287		$276		($80)		(48	%)	($191)		(69	%)	$250		$435		($185)		(43	%)
Gain on sale of secondary originations	0.89	%	1.44	%	2.09	%	3.04	%	3.09	%	(55)	bps			(220)	bps			1.17	%	2.80	%	(163)	bps
RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$3,956		$3,744		$4,096		$4,300		$3,882		212		6	%	74		2	%	$7,700		$6,405		$1,295		20	%
Third Party	7,443		7,398		6,762		6,811		7,388		45		1		55		1		14,841		12,201		2,640		22
Total	$11,399		$11,142		$10,858		$11,111		$11,270		$257		2	%	$129		1	%	$22,541		$18,606		$3,935		21	%
Originated for sale	84	%	87	%	85	%	82	%	81	%	(285)	bps			315	bps			86	%	82	%	366	bps
Originated for investment	16		13		15		18		19		285	bps			(315)	bps			14		18		(366)	bps
Total	100	%	100	%	100	%	100	%	100	%									100	%	100	%
MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$84,596		$81,805		$81,240		$80,700		$79,942		$2,791		3	%	$4,654		6	%	$84,596		$79,942		$4,654		6	%
Owned loans serviced	23,329		22,762		22,582		22,193		21,642		567		2		1,687		8		23,329		21,642		1,687		8
Total	$107,925		$104,567		$103,822		$102,893		$101,584		$3,358		3	%	$6,341		6	%	$107,925		$101,584		$6,341		6	%
MSR at fair value	$902		$893		$658		$606		$568		$9		1	%	$334		59	%	$902		$568		$334		59	%

1Beginning in the second quarter of 2021, mortgage banking fees are presented on a consolidated basis. Prior periods have been adjusted to conform with the current period presentation.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
CONSUMER BANKING											2Q21 Change												2021 Change
	2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
Net interest income	$897		$863		$859		$845		$814		$34		4	%	$83		10	%	$1,760		$1,607		$153		10	%
Noninterest income	283		351		375		495		428		(68)		(19)		(145)		(34)		634		785		(151)		(19)
Total revenue	1,180		1,214		1,234		1,340		1,242		(34)		(3)		(62)		(5)		2,394		2,392		2		—
Noninterest expense	751		750		749		742		735		1		—		16		2		1,501		1,473		28		2
Profit before provision for credit losses	429		464		485		598		507		(35)		(8)		(78)		(15)		893		919		(26)		(3)
Net charge-offs	45		59		56		55		80		(14)		(24)		(35)		(44)		104		177		(73)		(41)
Income before income tax expense	384		405		429		543		427		(21)		(5)		(43)		(10)		789		742		47		6
Income tax expense	98		103		107		136		107		(5)		(5)		(9)		(8)		201		186		15		8
Net income	$286		$302		$322		$407		$320		($16)		(5	%)	($34)		(11	%)	$588		$556		$32		6	%
AVERAGE BALANCES
Total assets	$75,600		$75,283		$74,392		$73,605		$71,634		$317		—	%	$3,966		6	%	$75,443		$70,024		$5,419		8	%
Total loans and leases1	71,389		70,188		69,650		69,719		68,205		1,201		2		3,184		5		70,792		66,774		4,018		6
Deposits	100,933		97,180		95,007		94,212		91,648		3,753		4		9,285		10		99,067		88,438		10,629		12
Interest-earning assets	72,308		71,135		70,529		69,925		68,256		1,173		2		4,052		6		71,725		66,825		4,900		7
KEY METRICS
Net interest margin	4.97	%	4.93	%	4.85	%	4.81	%	4.80	%	4	bps			17	bps			4.95	%	4.84	%	11	bps
Efficiency ratio	63.62		61.79		60.75		55.35		59.19		183	bps			443	bps			62.69		61.58		111	bps
Loan-to-deposit ratio (period-end balances)	67.72		66.44		69.38		70.61		69.17		128	bps			(145)	bps			67.72		69.17		(145)	bps
Loan-to-deposit ratio (average balances)	67.21		68.99		70.12		69.88		71.59		(178)	bps			(438)	bps			68.08		72.79		(471)	bps
Return on average total tangible assets	1.52		1.63		1.72		2.21		1.80		(11)	bps			(28)	bps			1.58		1.60		(2)	bps

1Includes loans held for sale.

11

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
COMMERCIAL BANKING											2Q21 Change												2021 Change
	2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
Net interest income	$419		$421		$438		$421		$419		($2)		—	%	$—		—	%	$840		$784		$56		7	%
Noninterest income	178		170		182		144		144		8		5		34		24		348		269		79		29
Total revenue	597		591		620		565		563		6		1		34		6		1,188		1,053		135		13
Noninterest expense	226		227		216		210		213		(1)		—		13		6		453		434		19		4
Profit before provision for credit losses	371		364		404		355		350		7		2		21		6		735		619		116		19
Net charge-offs	34		101		124		161		70		(67)		(66)		(36)		(51)		135		113		22		19
Income before income tax expense	337		263		280		194		280		74		28		57		20		600		506		94		19
Income tax expense	72		52		59		41		59		20		38		13		22		124		106		18		17
Net income	$265		$211		$221		$153		$221		$54		26	%	$44		20	%	$476		$400		$76		19	%
AVERAGE BALANCES
Total assets	$57,527		$57,738		$58,212		$60,889		$65,280		($211)		—	%	($7,753)		(12	%)	$57,632		$62,142		($4,510)		(7	%)
Total loans and leases1	54,758		54,813		55,407		57,796		62,011		(55)		—		(7,253)		(12)		54,786		59,283		(4,497)		(8)
Deposits	44,049		43,974		44,920		41,393		41,750		75		—		2,299		6		44,012		37,647		6,365		17
Interest-earning assets	55,143		55,175		55,752		58,177		62,422		(32)		—		(7,279)		(12)		55,159		59,719		(4,560)		(8)
KEY METRICS
Net interest margin	3.05	%	3.09	%	3.12	%	2.88	%	2.70	%	(4)	bps			35	bps			3.07	%	2.64	%	43	bps
Efficiency ratio	37.86		38.33		34.94		37.03		37.93		(47)	bps			(7)	bps			38.10		41.25		(315)	bps
Loan-to-deposit ratio (period-end balances)	118.72		120.66		121.09		129.43		140.79		(194)	bps			(2,207)	bps			118.72		140.79		(2,207)	bps
Loan-to-deposit ratio (average balances)	123.32		123.53		122.75		138.48		147.03		(21)	bps			(2,371)	bps			123.43		156.00		(3,257)	bps
Return on average total tangible assets	1.85		1.48		1.51		1.01		1.36		37	bps			49	bps			1.67		1.29		38	bps

1Includes loans held for sale.

12

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
OTHER1						2Q21 Change								2021 Change
	2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
						$	%		$	%				$	%
Net interest income	($192)	($167)	($168)	($129)	($73)	($25)	(15	%)	($119)	(163)		($359)	($71)	($288)	NM
Noninterest income	24	21	21	15	18	3	14		6	33		45	33	12	36
Total revenue	(168)	(146)	(147)	(114)	(55)	(22)	(15)		(113)	(205)		(314)	(38)	(276)	NM
Noninterest expense	14	41	47	36	31	(27)	(66)		(17)	(55)		55	84	(29)	(35)
Loss before provision for credit losses	(182)	(187)	(194)	(150)	(86)	5	3		(96)	(112)		(369)	(122)	(247)	(202)
Provision for credit losses	(292)	(300)	(56)	212	314	8	3		(606)	NM		(592)	774	(1,366)	NM
Income (loss) before income tax expense (benefit)	110	113	(138)	(362)	(400)	(3)	(3)		510	NM		223	(896)	1,119	NM
Income tax expense (benefit)	13	15	(51)	(116)	(112)	(2)	(13)		125	NM		28	(227)	255	NM
Net income (loss)	$97	$98	($87)	($246)	($288)	($1)	(1	%)	$385	NM		$195	($669)	$864	NM
AVERAGE BALANCES
Total assets	$51,329	$49,548	$48,457	$43,181	$42,879	$1,781	4	%	$8,450	20	%	$50,443	$41,319	$9,124	22	%
Total loans and leases2	1,327	1,485	1,699	1,753	1,759	(158)	(11)		(432)	(25)		1,405	1,803	(398)	(22)
Deposits	5,367	5,495	5,340	5,762	8,199	(128)	(2)		(2,832)	(35)		5,430	8,028	(2,598)	(32)
Interest-earning assets	38,882	38,071	37,252	32,074	31,712	811	2		7,170	23		38,479	30,124	8,355	28

1Includes assets, liabilities, capital, revenues, provision for credit losses, expenses and income tax expense not attributed to our Consumer or Commercial Banking segments as well as treasury and community development.

2Includes loans held for sale.

13

CREDIT-RELATED INFORMATION

(in millions, except ratio data)

	AS OF										JUNE 30, 2021 CHANGE
	June 30, 2021		Mar 31, 2021		Dec 31, 2020		Sept 30, 2020		June 30, 2020		Mar 31, 2021				June 30, 2020
											$/bps		%		$/bps		%
NONACCRUAL LOANS AND LEASES
Commercial and industrial	$163		$281		$280		$435		$366		($118)		(42	%)	($203)		(55	%)
Commercial real estate	102		100		176		323		61		2		2		41		67
Leases	1		1		2		2		79		—		—		(78)		(99)
Total commercial	266		382		458		760		506		(116)		(30)		(240)		(47)
Residential mortgages1	174		237		167		131		112		(63)		(27)		62		55
Home equity	234		269		276		265		254		(35)		(13)		(20)		(8)
Automobile	62		70		72		80		67		(8)		(11)		(5)		(7)
Education	21		22		18		16		18		(1)		(5)		3		17
Other retail	22		28		28		25		33		(6)		(21)		(11)		(33)
Total retail	513		626		561		517		484		(113)		(18)		29		6
Nonaccrual loans and leases	779		1,008		1,019		1,277		990		(229)		(23)		(211)		(21)
Repossessed assets	22		18		19		27		33		4		22		(11)		(33)
Nonaccrual loans and leases and repossessed assets	$801		$1,026		$1,038		$1,304		$1,023		($225)		(22	%)	($222)		(22	%)
NONACCRUAL LOANS AND LEASES BY PRODUCT2
Commercial	$266		$382		$458		$760		$506		($116)		(30	%)	($240)		(47	%)
Retail	535		644		580		544		517		(109)		(17)		18		3
Total nonaccrual loans and leases	$801		$1,026		$1,038		$1,304		$1,023		($225)		(22	%)	($222)		(22	%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases	1.59	%	1.80	%	1.98	%	2.05	%	1.95	%	(21)	bps			(36)	bps
Allowance for credit losses to loans and leases	1.70		1.94		2.17		2.21		2.01		(24)				(31)
Allowance for loan and lease losses to nonaccrual and leases	249.83		217.74		239.72		199.04		247.40		3,209				243
Allowance for credit losses to nonaccrual loans and leases	266.98		235.42		262.02		214.22		255.39		3,156				1,159
Nonaccrual loans and leases to loans and leases	0.64		0.82		0.83		1.03		0.79		(18)				(15)

1Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing.

2Nonaccrual loans and leases by product includes repossessed assets.

14

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

	AS OF					JUNE 30, 2021 CHANGE
	June 30, 2021	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2020	Mar 31, 2021			June 30, 2020
						$/bps	%		$/bps	%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial and industrial	$—	$3	$20	$3	$33	($3)	(100	%)	($33)	(100	%)
Commercial real estate	—	9	—	—	—	(9)	(100)		—	—
Leases	1	—	1	—	—	1	100		1	100
Total commercial	1	12	21	3	33	(11)	(92)		(32)	(97)
Residential mortgages(1)	270	23	30	17	13	247	NM		257	NM
Education	2	2	2	2	2	—	—		—	—
Other retail	7	9	9	6	7	(2)	(22)		—	—
Total retail	279	34	41	25	22	245	NM		257	NM
Total loans and leases	$280	$46	$62	$28	$55	$234	NM		$225	NM

1 90+ days past due and accruing includes $266 million, $20 million, $21 million, $11 million, and $13 million of loans fully or partially guaranteed by the FHA, VA, and USDA for June 30, 2021, March 31, 2021, December 31, 2020, September 30, 2020 and June 30, 2020, respectively.

15

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q21 Change								2021 Change
	2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
						$	%		$	%				$	%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial and industrial	$32	$80	$51	$81	$68	($48)	(60	%)	($36)	(53)		$112	$115	($3)	(3	%)
Commercial real estate	—	53	70	42	—	(53)	(100)		—	—		53	—	53	100
Leases	13	1	24	48	6	12	NM		7	117		14	6	8	133
Total commercial	45	134	145	171	74	(89)	(66)		(29)	(39)		179	121	58	48
Residential mortgages	1	—	2	2	2	1	100		(1)	(50)		1	3	(2)	(67)
Home equity	3	4	5	6	6	(1)	(25)		(3)	(50)		7	14	(7)	(50)
Automobile	15	25	22	22	31	(10)	(40)		(16)	(52)		40	70	(30)	(43)
Education	18	13	10	9	14	5	38		4	29		31	32	(1)	(3)
Other retail	43	51	48	47	53	(8)	(16)		(10)	(19)		94	114	(20)	(18)
Total retail	80	93	87	86	106	(13)	(14)		(26)	(25)		173	233	(60)	(26)
Total gross charge-offs	$125	$227	$232	$257	$180	($102)	(45	%)	($55)	(31	%)	$352	$354	($2)	(1	%)
GROSS RECOVERIES
Commercial and industrial	$4	$3	$4	$1	$3	$1	33	%	$1	33	%	$7	$6	$1	17	%
Commercial real estate	—	27	1	—	—	(27)	(100)		—	—		27	—	27	100
Leases	—	—	—	—	—	—	—		—	—		—	—	—	—
Total commercial	4	30	5	1	3	(26)	(87)		1	33		34	6	28	NM
Residential mortgages	2	1	2	2	1	1	100		1	100		3	2	1	50
Home equity	13	11	11	8	8	2	18		5	63		24	19	5	26
Automobile	17	14	13	15	11	3	21		6	55		31	23	8	35
Education	5	6	4	4	4	(1)	(17)		1	25		11	8	3	38
Other retail	6	7	7	8	6	(1)	(14)		—	—		13	12	1	8
Total retail	43	39	37	37	30	4	10		13	43		82	64	18	28
Total gross recoveries	$47	$69	$42	$38	$33	($22)	(32	%)	$14	42	%	$116	$70	$46	66	%
NET CHARGE-OFFS (RECOVERIES)
Commercial and industrial	$28	$77	$47	$80	$65	($49)	(64	%)	($37)	(57)		$105	$109	($4)	(4)
Commercial real estate	—	26	69	42	—	(26)	(100)		—	—		26	—	26	100
Leases	13	1	24	48	6	12	NM		7	117		14	6	8	133
Total commercial	41	104	140	170	71	(63)	(61)		(30)	(42)		145	115	30	26
Residential mortgages	(1)	(1)	—	—	1	—	—		(2)	NM		(2)	1	(3)	NM
Home equity	(10)	(7)	(6)	(2)	(2)	(3)	(43)		(8)	NM		(17)	(5)	(12)	(240)
Automobile	(2)	11	9	7	20	(13)	NM		(22)	NM		9	47	(38)	(81)
Education	13	7	6	5	10	6	86		3	30		20	24	(4)	(17)
Other retail	37	44	41	39	47	(7)	(16)		(10)	(21)		81	102	(21)	(21)
Total retail	37	54	50	49	76	(17)	(31)		(39)	(51)		91	169	(78)	(46)
Total net charge-offs	$78	$158	$190	$219	$147	($80)	(51	%)	($69)	(47	%)	$236	$284	($48)	(17	%)

16

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
											2Q21 Change												2021 Change
	2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial and industrial	0.25	%	0.70	%	0.41	%	0.68	%	0.52	%	(45)	bps			(27)	bps			0.48	%	0.47	%	1	bps
Commercial real estate	—		0.73		1.88		1.13		—		(73)	bps			—	bps			0.36		—		36	bps
Leases	2.97		0.26		4.44		7.99		1.03		271	bps			194	bps			1.58		0.55		103	bps
Total commercial	0.27		0.69		0.91		1.06		0.42		(42)	bps			(15)	bps			0.48		0.37		11	bps
Residential mortgages	(0.03)		(0.01)		—		—		0.02		(2)	bps			(5)	bps			(0.02)		0.01		(3)	bps
Home equity	(0.33)		(0.25)		(0.19)		(0.10)		(0.05)		(8)	bps			(28)	bps			(0.29)		(0.08)		(21)	bps
Automobile	(0.04)		0.35		0.29		0.24		0.68		(39)	bps			(72)	bps			0.15		0.78		(63)	bps
Education	0.40		0.24		0.18		0.21		0.34		16	bps			6	bps			0.32		0.44		(12)	bps
Other retail	2.63		3.00		2.62		2.46		2.93		(37)	bps			(30)	bps			2.82		3.07		(25)	bps
Total retail	0.24		0.35		0.32		0.32		0.50		(11)	bps			(26)	bps			0.29		0.56		(27)	bps
Total loans and leases	0.25	%	0.52	%	0.61	%	0.70	%	0.46	%	(27)	bps			(21)	bps			0.39	%	0.46	%	(7)	bps
Memo: Average loans
Commercial and industrial	$44,388		$44,287		$44,594		$46,844		$50,443		$101		—	%	($6,055)		(12	%)	$44,338		$46,797		($2,459)		(5	%)
Commercial real estate	14,473		14,675		14,745		14,644		14,540		(202)		(1)		(67)		—		14,574		14,208		366		3
Leases	1,792		1,915		2,176		2,373		2,426		(123)		(6)		(634)		(26)		1,852		2,454		(602)		(25)
Total commercial	60,653		60,877		61,515		63,861		67,409		(224)		—		(6,756)		(10)		60,764		63,459		(2,695)		(4)
Residential mortgages	20,242		19,388		19,543		19,427		18,872		854		4		1,370		7		19,817		18,869		948		5
Home equity	11,825		12,001		12,239		12,416		12,736		(176)		(1)		(911)		(7)		11,912		12,889		(977)		(8)
Automobile	12,526		12,229		12,066		12,019		11,998		297		2		528		4		12,378		12,085		293		2
Education	12,632		12,436		11,931		10,929		11,183		196		2		1,449		13		12,534		10,897		1,637		15
Other retail	5,612		5,916		6,167		6,260		6,557		(304)		(5)		(945)		(14)		5,765		6,706		(941)		(14)
Total retail	62,837		61,970		61,946		61,051		61,346		867		1		1,491		2		62,406		61,446		960		2
Total loans and leases	$123,490		$122,847		$123,461		$124,912		$128,755		$643		1	%	($5,265)		(4	%)	$123,170		$124,905		($1,735)		(1	%)

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q21 Change								2021 Change
	2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
						$	%		$	%				$	%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$2,194	$2,443	$2,542	$2,448	$2,171	($249)	(10	%)	$23	1	%	$2,443	$1,252	$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	2,194	2,443	2,542	2,448	2,171	(249)	(10)		23	1		2,443	1,705	738	43
Charge-offs:
Commercial	45	134	145	171	74	(89)	(66)		(29)	(39)		179	121	58	48
Retail	80	93	87	86	106	(13)	(14)		(26)	(25)		173	233	(60)	(26)
Total charge-offs	125	227	232	257	180	(102)	(45)		(55)	(31)		352	354	(2)	(1)
Recoveries:
Commercial	4	30	5	1	3	(26)	(87)		1	33		34	6	28	NM
Retail	43	39	37	37	30	4	10		13	43		82	64	18	28
Total recoveries	47	69	42	38	33	(22)	(32)		14	42		116	70	46	66
Net charge-offs	78	158	190	219	147	(80)	(51)		(69)	(47)		236	284	(48)	(17)
Provision for loan and lease losses:
Commercial	(152)	17	84	224	554	(169)	NM		(706)	NM		(135)	852	(987)	NM
Retail	(17)	(108)	7	89	(130)	91	84		113	87		(125)	175	(300)	NM
Total provision for loan and lease losses	(169)	(91)	91	313	424	(78)	(86)		(593)	NM		(260)	1,027	(1,287)	NM
Allowance for loan and lease losses - ending	$1,947	$2,194	$2,443	$2,542	$2,448	($247)	(11	%)	($501)	(20	%)	$1,947	$2,448	($501)	(20	%)
Allowance for unfunded lending commitments - beginning	$178	$227	$194	$79	$39	($49)	(22	%)	$139	NM		$227	$44	$183	NM
Cumulative effect of change in accounting principle	—	—	—	—	—	—	—		—	—		—	(2)	2	100
Provision for unfunded lending commitments	(44)	(49)	33	115	40	5	10		(84)	NM		(93)	37	(130)	NM
Allowance for unfunded lending commitments - ending	$134	$178	$227	$194	$79	($44)	(25	%)	$55	70		$134	$79	$55	70
Total allowance for credit losses - ending	$2,081	$2,372	$2,670	$2,736	$2,527	($291)	(12	%)	($446)	(18	%)	$2,081	$2,527	($446)	(18	%)
Memo: Total allowance for credit losses by product
Commercial	$1,074	$1,311	$1,419	$1,441	$1,304	($237)	(18	%)	($230)	(18	%)	$1,074	$1,304	($230)	(18	%)
Retail	1,007	1,061	1,251	1,295	1,223	(54)	(5)		(216)	(18)		1,007	1,223	(216)	(18)
Total allowance for credit losses	$2,081	$2,372	$2,670	$2,736	$2,527	($291)	(12	%)	($446)	(18	%)	$2,081	$2,527	($446)	(18	%)

18

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF																FOR THE SIX MONTHS ENDED JUNE 30,
											JUNE 30, 2021 CHANGE								2021 Change
	June 30, 2021		Mar 31, 2021		Dec 31, 2020		Sept 30, 2020		June 30, 2020		Mar 31, 2021			June 30, 2020			2021	2020	2020
											$	%		$	%				$	%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$15,266		$14,867		$14,607		$14,345		$14,154		$399	3	%	$1,112	8	%
Tier 1 capital	17,280		16,832		16,572		16,310		16,119		448	3		1,161	7
Total capital	20,111		19,879		19,602		19,427		19,319		232	1		792	4
Risk-weighted assets	148,563		147,817		146,781		146,131		147,260		746	1		1,303	1
Adjusted average assets1	178,929		176,890		175,370		171,938		174,017		2,039	1		4,912	3
CET1 capital ratio	10.3	%	10.1	%	10.0	%	9.8	%	9.6	%
Tier 1 capital ratio	11.6		11.4		11.3		11.2		10.9
Total capital ratio	13.5		13.4		13.4		13.3		13.1
Tier 1 leverage ratio	9.7		9.5		9.4		9.5		9.3
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders' equity	$21,185		$20,688		$20,708		$20,504		$20,453		$497	2	%	$732	4	%	$21,185	$20,453	$732	4	%
Less: Goodwill	7,050		7,050		7,050		7,050		7,050		—	—		—	—		7,050	7,050	—	—
Less: Other intangible assets	52		54		58		60		63		(2)	(4)		(11)	(17)		52	63	(11)	(17)
Add: Deferred tax liabilities2	383		380		379		377		376		3	1		7	2		383	376	7	2
Total tangible common equity	$14,466		$13,964		$13,979		$13,771		$13,716		$502	4	%	$750	5	%	$14,466	$13,716	$750	5	%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders' equity	$20,833		$20,611		$20,547		$20,534		$20,446		$222	1	%	$387	2	%	$20,723	$20,335	$388	2	%
Less: Goodwill	7,050		7,050		7,050		7,050		7,050		—	—		—	—		7,050	7,048	2	—
Less: Other intangible assets	53		57		60		62		65		(4)	(7)		(12)	(18)		55	66	(11)	(17)
Add: Deferred tax liabilities2	381		379		377		375		375		2	1		6	2		380	374	6	2
Total tangible common equity	$14,111		$13,883		$13,814		$13,797		$13,706		$228	2	%	$405	3	%	$13,998	$13,595	$403	3	%
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$7,050		$7,050		$7,050		$7,050		$7,050		$—	—	%	$—	—	%	$7,050	$7,050	$—	—	%
Other intangible assets	52		54		58		60		63		(2)	(4)		(11)	(17)		52	63	(11)	(17)
Total intangible assets	$7,102		$7,104		$7,108		$7,110		$7,113		($2)	—	%	($11)	—	%	$7,102	$7,113	($11)	—	%

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											FOR THE SIX MONTHS ENDED JUNE 30,
							2Q21 Change								2021 Change
		2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
							$	%		$	%				$	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,609	$1,659	$1,707	$1,791	$1,750	($50)	(3	%)	($141)	(8	%)	$3,268	$3,407	($139)	(4	%)
Less: Notable items		—	—	—	—	—	—	—		—	—		—	—	—	—
Total revenue, Underlying (non-GAAP)	B	$1,609	$1,659	$1,707	$1,791	$1,750	($50)	(3	%)	($141)	(8	%)	$3,268	$3,407	($139)	(4	%)
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$991	$1,018	$1,012	$988	$979	($27)	(3	%)	$12	1	%	$2,009	$1,991	$18	1	%
Less: Notable items		11	20	42	31	19	(9)	(45)		(8)	(42)		31	52	(21)	(40)
Noninterest expense, Underlying (non-GAAP)	D	$980	$998	$970	$957	$960	($18)	(2	%)	$20	2	%	$1,978	$1,939	$39	2	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,609	$1,659	$1,707	$1,791	$1,750	($50)	(3	%)	($141)	(8	%)	$3,268	$3,407	($139)	(4	%)
Less: Noninterest expense (GAAP)	C	991	1,018	1,012	988	979	(27)	(3)		12	1		2,009	1,991	18	1
Pre-provision profit (GAAP)		$618	$641	$695	$803	$771	($23)	(4	%)	($153)	(20	%)	$1,259	$1,416	($157)	(11	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,609	$1,659	$1,707	$1,791	$1,750	($50)	(3	%)	($141)	(8	%)	$3,268	$3,407	($139)	(4	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	980	998	970	957	960	(18)	(2)		20	2		1,978	1,939	39	2
Pre-provision profit, Underlying (non-GAAP)		$629	$661	$737	$834	$790	($32)	(5	%)	($161)	(20	%)	$1,290	$1,468	($178)	(12	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$831	$781	$571	$375	$307	$50	6	%	$524	171	%	$1,612	$352	$1,260	NM
Less: Expense before income tax benefit related to notable items		(11)	(20)	(42)	(31)	(19)	9	45		8	42		(31)	(52)	21	40
Income before income tax expense, Underlying (non-GAAP)	F	$842	$801	$613	$406	$326	$41	5	%	$516	158	%	$1,643	$404	$1,239	NM
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$183	$170	$115	$61	$54	$13	8	%	$129	239	%	$353	$65	$288	NM
Less: Income tax benefit related to notable items		(3)	(5)	(18)	(7)	(9)	2	40		6	67		(8)	(17)	9	53
Income tax expense, Underlying (non-GAAP)	H	$186	$175	$133	$68	$63	$11	6	%	$123	195	%	$361	$82	$279	NM
Net income, Underlying:
Net income (GAAP)	I	$648	$611	$456	$314	$253	$37	6	%	$395	156	%	$1,259	$287	$972	NM
Add: Notable items, net of income tax benefit		8	15	24	24	10	(7)	(47)		(2)	(20)		23	35	(12)	(34)
Net income, Underlying (non-GAAP)	J	$656	$626	$480	$338	$263	$30	5	%	$393	149	%	$1,282	$322	$960	NM
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$616	$588	$424	$289	$225	$28	5	%	$391	174	%	$1,204	$237	$967	NM
Add: Notable items, net of income tax benefit		8	15	24	24	10	(7)	(47)		(2)	(20)		23	35	(12)	(34)
Net income available to common stockholders, Underlying (non-GAAP)	L	$624	$603	$448	$313	$235	$21	3	%	$389	166	%	$1,227	$272	$955	NM

21

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
												2Q21 Change												2021 Change
		2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20				2021		2020		2020
												$/bps		%		$/bps		%						$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,609		$1,659		$1,707		$1,791		$1,750		($50)		(2.96	%)	($141)		(8.00	%)	$3,268		$3,407		($139)		(4.08	%)
Less: Noninterest expense (GAAP)	C	991		1,018		1,012		988		979		(27)		(2.51)		12		1.42		2,009		1,991		18		0.94
Operating leverage														(0.45	%)			(9.42	%)							(5.02	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,609		$1,659		$1,707		$1,791		$1,750		($50)		(2.96	%)	($141)		(8.00	%)	$3,268		$3,407		($139)		(4.08	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	980		998		970		957		960		(18)		(1.78)		20		2.18		1,978		1,939		39		2.05
Operating leverage, Underlying (non-GAAP)														(1.18	%)			(10.18	%)							(6.13	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	61.63	%	61.35	%	59.28	%	55.18	%	55.91	%	28	bps			572	bps			61.49	%	58.43	%	306	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	60.92		60.19		56.83		53.44		54.85		73	bps			607	bps			60.55		56.91		364	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	21.96	%	21.76	%	20.16	%	16.10	%	17.69	%	20	bps			427	bps			21.86	%	18.51	%	335	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	22.01		21.85		21.70		16.79		19.36		16	bps			265	bps			21.93		20.36		157	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$20,833		$20,611		$20,547		$20,534		$20,446		$222		1	%	$387		2	%	$20,723		$20,335		$388		2	%
Return on average common equity	K/M	11.85	%	11.57	%	8.20	%	5.60	%	4.44	%	28	bps			741	bps			11.71	%	2.35	%	936	bps
Return on average common equity, Underlying (non-GAAP)	L/M	12.02		11.85		8.66		6.05		4.63		17	bps			739	bps			11.93		2.69		924	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$20,833		$20,611		$20,547		$20,534		$20,446		$222		1	%	$387		2	%	$20,723		$20,335		$388		2	%
Less: Average goodwill (GAAP)		7,050		7,050		7,050		7,050		7,050		—		—		—		—		7,050		7,048		2		—
Less: Average other intangibles (GAAP)		53		57		60		62		65		(4)		(7)		(12)		(18)		55		66		(11)		(17)
Add: Average deferred tax liabilities related to goodwill (GAAP)		381		379		377		375		375		2		1		6		2		380		374		6		2
Average tangible common equity	N	$14,111		$13,883		$13,814		$13,797		$13,706		$228		2	%	$405		3	%	$13,998		$13,595		$403		3	%
Return on average tangible common equity	K/N	17.50	%	17.17	%	12.20	%	8.33	%	6.62	%	33	bps			1,088	bps			17.34	%	3.51	%	1,383	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	17.74		17.59		12.89		9.00		6.90		15	bps			1,084	bps			17.67		4.03		1,364	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$184,456		$182,569		$181,061		$177,675		$179,793		$1,887		1	%	$4,663		3	%	$183,518		$173,485		$10,033		6	%
Return on average total assets	I/O	1.41	%	1.36	%	1.00	%	0.70	%	0.57	%	5	bps			84	bps			1.38	%	0.33	%	105	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.43		1.39		1.05		0.76		0.59		4	bps			84	bps			1.41		0.37		104	bps

22

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
												2Q21 Change												2021 Change
		2Q21		1Q21		4Q20		3Q20		2Q20		1Q21				2Q20				2021		2020		2020
												$/bps		%		$/bps		%						$/bps		%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$184,456		$182,569		$181,061		$177,675		$179,793		$1,887		1	%	$4,663		3	%	$183,518		$173,485		$10,033		6	%
Less: Average goodwill (GAAP)		7,050		7,050		7,050		7,050		7,050		—		—		—		—		7,050		7,048		2		—
Less: Average other intangibles (GAAP)		53		57		60		62		65		(4)		(7)		(12)		(18)		55		66		(11)		(17)
Add: Average deferred tax liabilities related to goodwill (GAAP)		381		379		377		375		375		2		1		6		2		380		374		6		2
Average tangible assets	Q	$177,734		$175,841		$174,328		$170,938		$173,053		$1,893		1	%	$4,681		3	%	$176,793		$166,745		$10,048		6	%
Return on average total tangible assets	I/Q	1.46	%	1.41	%	1.04	%	0.73	%	0.59	%	5	bps			87	bps			1.44	%	0.35	%	109	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.48		1.44		1.10		0.79		0.61		4	bps			87	bps			1.46		0.39		107	bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	426,083,143		425,930,159		427,209,831		427,073,084		426,824,594		152,984		—	%	(741,451)		—	%	426,083,143		426,824,594		(741,451)		—	%
Common stockholders' equity (GAAP)		$21,185		$20,688		$20,708		$20,504		$20,453		$497		2		$732		4		$21,185		$20,453		$732		4
Less: Goodwill (GAAP)		7,050		7,050		7,050		7,050		7,050		—		—		—		—		7,050		7,050		—		—
Less: Other intangible assets (GAAP)		52		54		58		60		63		(2)		(4)		(11)		(17)		52		63		(11)		(17)
Add: Deferred tax liabilities related to goodwill (GAAP)		383		380		379		377		376		3		1		7		2		383		376		7		2
Tangible common equity	S	$14,466		$13,964		$13,979		$13,771		$13,716		$502		4	%	$750		5	%	$14,466		$13,716		$750		5	%
Tangible book value per common share	S/R	$33.95		$32.79		$32.72		$32.24		$32.13		$1.16		4	%	$1.82		6	%	$33.95		$32.13		$1.82		6	%
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	425,948,706		425,953,716		427,074,822		426,846,096		426,613,053		(5,010)		—	%	(664,347)		—	%	425,951,197		427,165,737		(1,214,540)		—	%
Average common shares outstanding - diluted (GAAP)	U	427,561,572		427,880,530		428,881,252		427,992,349		427,566,920		(318,958)		—		(5,348)		—		427,668,242		428,292,580		(624,338)		—
Net income per average common share - basic (GAAP)	K/T	$1.45		$1.38		$0.99		$0.68		$0.53		$0.07		5		$0.92		174		$2.83		$0.56		$2.27		NM
Net income per average common share - diluted (GAAP)	K/U	1.44		1.37		0.99		0.68		0.53		0.07		5		0.91		172		2.81		0.55		2.26		NM
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.47		1.41		1.05		0.73		0.55		0.06		4		0.92		167		2.88		0.64		2.24		NM
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.46		1.41		1.04		0.73		0.55		0.05		4		0.91		165		2.87		0.64		2.23		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		$—		—	%	$—		—	%	$0.78		$0.78		$—		—	%
Dividend payout ratio	V/(K/T)	27	%	28	%	39	%	58	%	74	%	(136) bps				(4,689) bps				28	%	140	%	(11,278) bps
Dividend payout ratio, Underlying (non-GAAP)	V/(L/T)	27		28		37		53		71		(100) bps				NM				27		122		(9,539) bps

23

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q21 Change								2021 Change
	2Q21	1Q21	4Q20	3Q20	2Q20	1Q21			2Q20			2021	2020	2020
						$	%		$	%				$/bps	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$524	$548	$537	$524	$513	($24)	(4	%)	$11	2	%	$1,072	$1,062	$10	1	%
Less: Notable items	—	—	18	13	4	—	—		(4)	(100)		—	14	(14)	(100)
Salaries and employee benefits, Underlying (non-GAAP)	$524	$548	$519	$511	$509	($24)	(4	%)	$15	3	%	$1,072	$1,048	$24	2	%
Equipment and software, Underlying:
Equipment and software(GAAP)	$155	$152	$141	$149	$142	$3	2	%	$13	9	%	$307	$275	$32	12	%
Less: Notable items	4	4	1	1	—	—	—		4	100		8	1	7	NM
Equipment and software, Underlying (non-GAAP)	$151	$148	$140	$148	$142	$3	2	%	$9	6	%	$299	$274	$25	9	%
Outside services, Underlying:
Outside services (GAAP)	$137	$139	$148	$139	$131	($2)	(1	%)	$6	5	%	$276	$266	$10	4	%
Less: Notable items	4	7	17	16	12	(3)	(43)		(8)	(67)		11	30	(19)	(63)
Outside services, Underlying (non-GAAP)	$133	$132	$131	$123	$119	$1	1	%	$14	12	%	$265	$236	$29	12	%
Occupancy, Underlying:
Occupancy (GAAP)	$82	$88	$84	$81	$82	($6)	(7	%)	$—	—	%	$170	$166	$4	2	%
Less: Notable items	3	9	6	1	3	(6)	(67)		—	—		12	7	5	71
Occupancy, Underlying (non-GAAP)	$79	$79	$78	$80	$79	$—	—	%	$—	—	%	$158	$159	($1)	(1	%)

24

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

		SECOND QUARTER 2021							FIRST QUARTER 2021							FOURTH 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	$286		$265		$97	$648		$302		$211		$98	$611		$322		$221		($87)	$456
Less: Preferred stock dividends		—		—		32	32		—		—		23	23		—		—		32	32
Net income (loss) available to common stockholders	B	$286		$265		$65	$616		$302		$211		$75	$588		$322		$221		($119)	$424
Return on average total tangible assets:
Average total assets (GAAP)		$75,600		$57,527		$51,329	$184,456		$75,283		$57,738		$49,548	$182,569		$74,392		$58,212		$48,457	$181,061
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)		35		4		14	53		37		5		15	57		39		5		16	60
Add: Average deferred tax liabilities related to goodwill (GAAP)		4		1		376	381		3		1		375	379		3		1		373	377
Average tangible assets	C	$75,447		$57,472		$44,815	$177,734		$75,127		$57,682		$43,032	$175,841		$74,234		$58,156		$41,938	$174,328
Return on average total tangible assets	A/C	1.52	%	1.85	%	NM	1.46	%	1.63	%	1.48	%	NM	1.41	%	1.72	%	1.51	%	NM	1.04	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$751		$226		$14	$991		$750		$227		$41	$1,018		$749		$216		$47	$1,012
Net interest income (GAAP)		897		419		(192)	1,124		863		421		(167)	1,117		859		438		(168)	1,129
Noninterest income (GAAP)		283		178		24	485		351		170		21	542		375		182		21	578
Total revenue (GAAP)	E	$1,180		$597		($168)	$1,609		$1,214		$591		($146)	$1,659		$1,234		$620		($147)	$1,707
Efficiency ratio	D/E	63.62	%	37.86	%	NM	61.63	%	61.79	%	38.33	%	NM	61.35	%	60.75	%	34.94	%	NM	59.28	%

		THIRD QUARTER 2020							SECOND 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	$407		$153		($246)	$314		$320		$221		($288)	$253
Less: Preferred stock dividends		—		—		25	25		—		—		28	28
Net income (loss) available to common stockholders	B	$407		$153		($271)	$289		$320		$221		($316)	$225
Return on average total tangible assets:
Average total assets (GAAP)		$73,605		$60,889		$43,181	$177,675		$71,634		$65,280		$42,879	$179,793
Less: Average goodwill (GAAP)		122		52		6,876	7,050		122		52		6,876	7,050
Average other intangibles (GAAP)		40		5		17	62		41		6		18	65
Add: Average deferred tax liabilities related to goodwill (GAAP)		2		1		372	375		2		1		372	375
Average tangible assets	C	$73,445		$60,833		$36,660	$170,938		$71,473		$65,223		$36,357	$173,053
Return on average total tangible assets	A/C	2.21	%	1.01	%	NM	0.73	%	1.80	%	1.36	%	NM	0.59	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$742		$210		$36	$988		$735		$213		$31	$979
Net interest income (GAAP)		845		421		(129)	1,137		814		419		(73)	1,160
Noninterest income (GAAP)		495		144		15	654		428		144		18	590
Total revenue (GAAP)	E	$1,340		$565		($114)	$1,791		$1,242		$563		($55)	$1,750
Efficiency ratio	D/E	55.35	%	37.03	%	NM	55.18	%	59.19	%	37.93	%	NM	55.91	%

25

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS (CONTINUED)

(in millions, except ratio data)

		FOR THE SIX MONTHS ENDED JUNE 30,
		2021							2020
		Consumer Banking		Commercial Banking		Other	Consolidated		Consumer Banking		Commercial Banking		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$588		$476		$195	$1,259		$556		$400		($669)	$287
Less: Preferred stock dividends		—		—		55	55		—		—		50	50
Net income (loss) available to common stockholders	B	$588		$476		$140	$1,204		$556		$400		($719)	$237
Return on average total tangible assets:
Average total assets (GAAP)		$75,443		$57,632		$50,443	$183,518		$70,024		$62,142		$41,319	$173,485
Less: Average goodwill (GAAP)		122		52		6,876	7,050		122		50		6,876	7,048
Average other intangibles (GAAP)		36		5		14	55		42		6		18	66
Add: Average deferred tax liabilities related to goodwill (GAAP)		3		1		376	380		2		1		371	374
Average tangible assets	C	$75,288		$57,576		$43,929	$176,793		$69,862		$62,087		$34,796	$166,745
Return on average total tangible assets	A/C	1.58	%	1.67	%	NM	1.44	%	1.60	%	1.29	%	NM	0.35	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$1,501		$453		$55	$2,009		$1,473		$434		$84	$1,991
Net interest income (GAAP)		1,760		840		(359)	2,241		1,607		784		(71)	2,320
Noninterest income (GAAP)		634		348		45	1,027		785		269		33	1,087
Total revenue (GAAP)	E	$2,394		$1,188		($314)	$3,268		$2,392		$1,053		($38)	$3,407
Efficiency ratio	D/E	62.69	%	38.10	%	NM	61.49	%	61.58	%	41.25	%	NM	58.43	%

26

XML

Document and Entity Information Document	Jul. 20, 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	Jul. 20, 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