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): October 20, 2021

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

Delaware		001-36636	05-0412693
(State or Other Jurisdiction of Incorporation)		(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: (203) 900-6715

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

EX-99.1

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

$530 millionand EPS of $1.18

Underlying Net Income of $546 million and EPS of $1.22*

	Key Financial Data	3Q21			2Q21			3Q20			Third Quarter 2021 Highlights
Income Statement	($s in millions)										■Underlying ROTCE of 14.2% and underlying EPS of $1.22 reflect broad-based strength across our businesses, including a rebound in Mortgage, along with excellent credit results ■Underlying PPNR of $671 million reflects: –Strong results in Capital Markets, Wealth and Mortgage –Net interest income up 2% QoQ, given interest-earning asset growth with stable margin, higher day count –Interest-bearing deposit costs of 14 bps, down 2 bps QoQ ■Credit provision benefit of $33 million reflects strong credit performance and macroeconomic improvement ■Period-end loans up 1% (up 2% excluding PPP impact); average loans down 1% QoQ (up 1% excluding PPP) ■Period-end LDR of 81.0% ■Strong capital position with CET1 at 10.3% ■TBV/share of $34.44, up 7% YoY
	Total revenue	$	1,659		$	1,609		$	1,791
	Pre-provision profit	648			618			803
	Underlying pre-provision profit	671			629			834
	Provision for credit losses	(33)			(213)			428
	Net income	530			648			314
	Underlying net income	546			656			338
Balance Sheet & Credit Quality	($s in billions)
	Period-end loans and leases	$	123.3		$	122.6		$	124.1
	Average loans and leases	122.6			123.5			124.9
	Period-end deposits	152.2			150.6			142.9
	Average deposits	151.9			150.3			141.4
	Period-end loans-to-deposit ratio	81.0		%	81.4		%	86.8		%
	ACL to loans ratio	1.63			1.70			2.21
	ACL to loans ratio, ex. PPP	1.65			1.75			2.29
	NCO ratio	0.14		%	0.25		%	0.70		%
Financial Metrics	Diluted EPS	$	1.18		$	1.44		$	0.68
	Underlying EPS	1.22			1.46			0.73
	ROTCE	13.7		%	17.5		%	8.3		%
	Underlying ROTCE	14.2			17.7			9.0
	Net interest margin, FTE	2.72			2.72			2.83
	Efficiency ratio	61			62			55
	Underlying efficiency ratio	60			61			53
	CET1	10.3		%	10.3		%	9.8		%
	TBV/Share	$	34.44		$	33.95		$	32.24

Comments from Chairman and CEO Bruce Van Saun

“We delivered strong results in the third quarter, paced by solid revenue growth across both net interest income and fees, which combined with excellent expense discipline resulted in positive sequential operating leverage in excess of 2%,” said Chairman and CEO Bruce Van Saun. “Integration planning for our recent acquisitions is going well, and we are excited about the franchise and synergy benefits as we look forward to 2022. While economic growth and loan demand in the second half have been affected by the pandemic, we maintain a positive outlook for a gradual, strong recovery through next year.”

Citizens also announced today that its board of directors declared a fourth quarter 2021 common stock dividend of $0.39 per share. The dividend is payable on November 12, 2021 to shareholders of record at the close of business on October 29, 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 15 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										3Q21 change from
($s in millions)	3Q21			2Q21			3Q20			2Q21				3Q20
										$/bps			%	$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,100		$	1,084		$	1,157		$	16		1 %	$	(57)		(5) %
Investment securities	116			124			121			(8)			(6)	(5)			(4)
Interest-bearing deposits in banks	6			3			2			3			100	4			200
Total interest income	$	1,222		$	1,211		$	1,280		$	11		1 %	$	(58)		(5) %
Interest expense:
Deposits	$	35		$	42		$	89		$	(7)		(17) %	$	(54)		(61) %
Short-term borrowed funds	—			—			—			—			—	—			—
Long-term borrowed funds	42			45			54			(3)			(7)	(12)			(22)
Total interest expense	$	77		$	87		$	143		$	(10)		(11) %	$	(66)		(46) %
Net interest income	$	1,145		$	1,124		$	1,137		$	21		2 %	$	8		1 %
Net interest margin, FTE	2.72		%	2.72		%	2.83		%	—		bps		(11)		bps

Third quarter 2021 vs. second quarter 2021

Net interest income of $1.145 billion increased 2% given interest-earning asset growth and higher day count, with stable net interest margin.

•Net interest margin of 2.72% reflects the benefit of accelerated PPP forgiveness, as well as improved funding mix and deposit pricing, partially offset by elevated cash balances given strong deposit flows, and lower earning-asset yields. Interest-bearing deposit costs were down 2 basis points to 14 basis points.

Third quarter 2021 vs. third quarter 2020

Net interest income of $1.145 billion increased 1% reflecting 4% growth in interest-earning assets, largely offset by lower net interest margin.

•Net interest margin of 2.72% decreased 11 basis points, primarily reflecting the impact of elevated cash balances and the lower rate environment, partly offset by improved funding mix and deposit pricing and the benefit of accelerated PPP loan forgiveness. Interest-bearing deposit costs decreased 21 basis points to 14 basis points.

2

Citizens Financial Group, Inc.

Noninterest Income							3Q21 change from
($s in millions)	3Q21		2Q21		3Q20		2Q21				3Q20
							$		%		$		%
Mortgage banking fees	$	108	$	85	$	287	$	23	27	%	$	(179)	(62)	%
Service charges and fees	110		100		97		10		10		13		13
Capital markets fees	72		91		58		(19)		(21)		14		24
Card fees	66		64		57		2		3		9		16
Trust and investment services fees	61		60		53		1		2		8		15
Letter of credit and loan fees	39		38		37		1		3		2		5
Foreign exchange and interest rate products	29		28		27		1		4		2		7
Securities gains, net	3		3		1		—		—		2		200
Other income(1)	26		16		37		10		63		(11)		(30)
Noninterest income	$	514	$	485	$	654	$	29	6	%	$	(140)	(21)	%
1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented.

Third quarter 2021 vs. second quarter 2021

Noninterest income of $514 million increased $29 million, or 6%, from $485 million.

•Mortgage banking fees increased $23 million, reflecting strong origination levels, the benefit of lower agency fees and improved MSR hedge results ($14 million loss in second quarter compares with a $1 million gain in third quarter).

•Capital markets fees decreased $19 million from record levels reflecting seasonally lower activity, primarily syndication fees, partially offset by higher M&A advisory fees.

•Service charges and fees increased $10 million and card fees increased $2 million, reflecting seasonality and the benefit of economic recovery.

•Trust and investment services fees increased 2% reflecting an increase in assets under management from strong inflows.

•Other income increased $10 million, reflecting the benefit of higher community development-related income and a seasonal improvement in tax-advantaged investments.

Third quarter 2021 vs. third quarter 2020

Noninterest income of $514 million decreased $140 million, or 21%.

•Mortgage banking fees were down $179 million, driven by lower gain-on-sale margins and production volumes.

•Service charges and fees increased $13 million, reflecting recovery from COVID-19 impacts.

•Capital market fees were up $14 million, driven by higher loan syndication and M&A advisory fees.

•Card fees increased $9 million, given higher debit and credit card volumes given economic recovery.

•Trust and investment services fees, up $8 million, reflecting an increase in assets under management from higher equity market levels and strong inflows.

•Letter of credit fees were up $2 million, reflecting higher commitment fees.

•Foreign exchange and interest rate products revenue increased $2 million, reflecting improved client foreign exchange hedging activity.

•Other income decreased $11 million from the third quarter 2020 level which included a gain on sale of education loans.

3

Citizens Financial Group, Inc.

Noninterest Expense							3Q21 change from
($s in millions)	3Q21		2Q21		3Q20		2Q21				3Q20
							$		%		$		%
Salaries and employee benefits	$	509	$	524	$	524	$	(15)	(3)	%	$	(15)	(3)	%
Equipment and software	157		155		149		2		1		8		5
Outside services	144		137		139		7		5		5		4
Occupancy	77		82		81		(5)		(6)		(4)		(5)
Other operating expense	124		93		95		31		33		29		31
Noninterest expense	$	1,011	$	991	$	988	$	20	2	%	$	23	2	%
Notable items	$	23	$	11	$	31	$	12	109	%	$	(8)	(26)	%
Underlying, as applicable
Salaries and employee benefits	$	522	$	524	$	511	$	(2)	—	%	$	11	2	%
Equipment and software	150		151		148		(1)		(1)		2		1
Outside services	132		133		123		(1)		(1)		9		7
Occupancy	76		79		80		(3)		(4)		(4)		(5)
Other operating expense	108		93		95		15		16		13		14
Underlying noninterest expense	$	988	$	980	$	957	$	8	1	%	$	31	3	%

Third quarter 2021 vs. second quarter 2021

Noninterest expense of $1.0 billion, or $988 million on an Underlying basis, was up slightly reflecting strong expense discipline and the benefit of efficiency initiatives. Other operating expense increased $15 million reflecting higher operational and travel costs.

Third quarter 2021 vs. third quarter 2020

Noninterest expense of $1.0 billion remains well-controlled. On an Underlying basis, noninterest expense of $988 million increased by $31 million, or 3%, given higher salaries and employee benefits reflecting revenue-based compensation and merit increases, higher outside services tied to growth initiatives, and increased other operating expenses reflecting higher travel and advertising costs.

4

Citizens Financial Group, Inc.

Interest-earning assets							3Q21 change from
($s in millions)	3Q21		2Q21		3Q20		2Q21				3Q20
Period-end interest-earning assets							$		%		$		%
Investments	$	28,107	$	27,976	$	26,124	$	131	—	%	$	1,983	8	%
Interest-bearing deposits in banks	12,860		12,007		8,640		853		7		4,220		49
Commercial loans and leases	57,955		59,083		62,362		(1,128)		(2)		(4,407)		(7)
Retail loans	65,363		63,498		61,709		1,865		3		3,654		6
Total loans and leases	123,318		122,581		124,071		737		1		(753)		(1)
Loans held for sale, at fair value	3,177		3,616		3,587		(439)		(12)		(410)		(11)
Other loans held for sale	93		82		127		11		13		(34)		(27)
Total loans and leases and loans held for sale	126,588		126,279		127,785		309		—		(1,197)		(1)
Total period-end interest-earning assets	$	167,555	$	166,262	$	162,549	$	1,293	1	%	$	5,006	3	%
Average interest-earning assets
Investments	$	27,468	$	27,600	$	24,658	$	(132)	—	%	$	2,810	11	%
Interest-bearing deposits in banks	13,749		11,259		6,250		2,490		22		7,499		120
Commercial loans and leases	58,681		60,653		63,861		(1,972)		(3)		(5,180)		(8)
Retail loans	63,960		62,837		61,051		1,123		2		2,909		5
Total loans and leases	122,641		123,490		124,912		(849)		(1)		(2,271)		(2)
Loans held for sale, at fair value	3,299		3,751		3,295		(452)		(12)		4		—
Other loans held for sale	112		233		1,061		(121)		(52)		(949)		(89)
Total loans and leases and loans held for sale	126,052		127,474		129,268		(1,422)		(1)		(3,216)		(2)
Total average interest-earning assets	$	167,269	$	166,333	$	160,176	$	936	1	%	$	7,093	4	%

Third quarter 2021 vs. second quarter 2021

Period-end interest-earning assets of $167.6 billion increased $1.3 billion, or 1%, given a $853 million increase in cash held in interest-bearing deposits and a $737 million increase in loans and leases. Loan growth of 1% was driven by retail given strength in mortgage, auto and education, partially offset by payoffs and PPP forgiveness in commercial. Excluding PPP, loan growth was 2%.

Average interest-earning assets of $167.3 billion increased $936 million, or 1%, as elevated liquidity drove a $2.5 billion increase in cash held in interest-bearing deposits. Results also reflect a $849 million, or 1%, decrease in loans driven by a $2.0 billion decrease in Commercial. These results were partially offset by a $1.1 billion increase in retail. Excluding PPP, average loan growth was 1%.

The average effective duration of the securities portfolio was 3.9 years compared with 3.6 years at June 30, 2021.

Third quarter 2021 vs. third quarter 2020

Period-end interest-earning assets of $167.6 billion increased $5.0 billion, or 3%, as elevated liquidity drove a $4.2 billion increase in cash held in interest-bearing deposits, and a $2.0 billion increase in investments. This was partially offset by a $753 million decrease in loans, primarily driven by commercial payoffs and a $2.8 billion decrease in PPP loans.

Average interest-earning assets of $167.3 billion increased $7.1 billion, or 4%, as elevated liquidity drove a $7.5 billion increase in cash held in interest-bearing deposits, and a $2.8 billion increase in investments. Loans decreased $2.3 billion, or 2%, with a $5.2 billion decrease in commercial reflecting payoffs and $1.9 billion decrease in PPP loans. Retail loans increased $2.9 billion, or 5%, 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.

The average effective duration of the securities portfolio was 2.8 years at September 30, 2020.

5

Citizens Financial Group, Inc.

Deposits							3Q21 change from
($s in millions)	3Q21		2Q21		3Q20		2Q21				3Q20
Period-end deposits							$		%		$		%
Demand deposits	$	48,184	$	47,480	$	41,249	$	704	1	%	$	6,935	17	%
Checking with interest	27,985		28,074		27,141		(89)		—		844		3
Savings	21,166		20,382		17,237		784		4		3,929		23
Money market accounts	48,935		48,150		46,400		785		2		2,535		5
Term deposits	5,951		6,550		10,894		(599)		(9)		(4,943)		(45)
Total period-end deposits	$	152,221	$	150,636	$	142,921	$	1,585	1	%	$	9,300	7	%
Average deposits
Demand deposits	$	47,873	$	46,630	$	40,608	$	1,243	3	%	$	7,265	18	%
Checking with interest	27,965		27,278		26,638		687		3		1,327		5
Savings	20,803		20,077		16,902		726		4		3,901		23
Money market accounts	49,159		49,394		45,187		(235)		—		3,972		9
Term deposits	6,071		6,970		12,032		(899)		(13)		(5,961)		(50)
Total average deposits	$	151,871	$	150,349	$	141,367	$	1,522	1	%	$	10,504	7	%

Third quarter 2021 vs. second quarter 2021

Total period-end deposits of $152.2 billion increased$1.6 billion, or 1%, reflecting growth in money market accounts, savings and demand deposits, partially offset by a decline in term deposits.

Citizens Access® deposits were $4.6 billion at September 30, 2021, down from $4.9 billion at June 30, 2021, primarily due to rate reduction strategies that resulted in a decrease in term deposits.

Average deposits of $151.9 billion increased$1.5 billion, or 1%, as growth in demand deposits and savings and checking with interest was partially offset by a decrease in term deposits and money market accounts.

Third quarter 2021 vs. third quarter 2020

Total period-end deposits of $152.2 billion increased$9.3 billion, or 7%, as a result of elevated liquidity tied to government stimulus associated with the COVID-19 disruption. Growth in demand deposits, savings, money market accounts and checking with interest was partially offset by a decrease in term deposits.

Average deposits of $151.9 billion increased$10.5 billion, or 7%, reflecting an increase in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

6

Citizens Financial Group, Inc.

Borrowed Funds							3Q21 change from
($s in millions)	3Q21		2Q21		3Q20		2Q21				3Q20
Period-end borrowed funds							$		%		$		%
Short-term borrowed funds	$	8	$	62	$	252	$	(54)	(87)	%	$	(244)	(97)	%
Long-term borrowed funds
FHLB advances	20		18		19		2		11		1		5
Senior debt	5,345		5,357		7,504		(12)		—		(2,159)		(29)
Subordinated debt and other debt	1,582		1,582		1,586		—		—		(4)		—
Total borrowed funds	$	6,955	$	7,019	$	9,361	$	(64)	(1)	%	$	(2,406)	(26)	%
Average borrowed funds
Short-term borrowed funds	$	23	$	69	$	240	$	(46)	(67)	%	$	(217)	(90)	%
Long-term borrowed funds
FHLB advances	19		18		6		1		6		13		217
Senior debt	5,356		5,834		7,515		(478)		(8)		(2,159)		(29)
Subordinated debt and other debt	1,581		1,582		1,675		(1)		—		(94)		(6)
Total average borrowed funds	$	6,979	$	7,503	$	9,436	$	(524)	(7)	%	$	(2,457)	(26)	%

Third quarter 2021 vs. second quarter 2021

•Period-end borrowed funds decreased $64 million, or 1%, and average borrowed funds decreased $524 million, or 7%, as elevated liquidity enabled the pay down of senior debt.

Third quarter 2021 vs. third quarter 2020

•Period-end borrowed funds decreased $2.4 billion, or 26%, and average borrowed funds decreased $2.5 billion, or 26%, reflecting the pay down of senior debt and short-term borrowings given strong customer deposit inflows.

7

Citizens Financial Group, Inc.

Capital										3Q21 change from
($s and shares in millions, except per share data)	3Q21			2Q21			3Q20			2Q21				3Q20
Period-end capital										$		%		$		%
Stockholders' equity	$	23,423		$	23,199		$	22,469		$	224	1	%	$	954	4	%
Stockholders' common equity	21,409			21,185			20,504			224		1		905		4
Tangible common equity	14,677			14,466			13,771			211		1		906		7
Tangible book value per common share	$	34.44		$	33.95		$	32.24		$	0.49	1	%	$	2.20	7	%
Common shares - at end of period	426.2			426.1			427.1			0.1		—		(0.9)		—
Common shares - average (diluted)	427.8			427.6			428.0			0.3		—	%	(0.2)		—	%
Common equity tier 1 capital ratio(1)	10.3		%	10.3		%	9.8		%
Total capital ratio(1)	13.4			13.5			13.3
Tier 1 leverage ratio(1)	9.7		%	9.7		%	9.5		%
1) Current reporting-period regulatory capital ratios are preliminary.

Third quarter 2021

•Our Basel III capital ratios remain strong, with a CET1 capital ratio of 10.3% as of September 30, 2021 compared with 10.3% at June 30, 2021 and 9.8% at September 30, 2020.

•The acquisition of JMP Group LLC is expected to close in fourth quarter 2021 and have an approximate 5 basis point impact on CET1. The acquisition of the HSBC East Coast branches and online deposits is targeted to close in first quarter 2022 and have an approximate 24 basis point impact on CET1. The acquisition of Investors Bancorp, Inc. is expected to close in early second quarter 2022 and be neutral to CET1.

•Total capital ratio of 13.4% compares with 13.5% at June 30, 2021 and 13.3% as of September 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 $34.44 increased 1% compared with second quarter 2021 and increased 7% from third quarter 2020.

•Citizens paid $167 million in common dividends to shareholders during third quarter 2021. This compares with $168 million in common dividends in each of second quarter 2021 and third quarter 2020.

•In third quarter 2021, Citizens announced that it entered into a definitive agreement and plan of merger under which Citizens will acquire all of the outstanding shares of Investors Bancorp, Inc. The transaction is targeted to close in early second quarter 2022, subject to approval by the shareholders of Investors, the required regulatory approvals and other customary closing conditions. The company is poised to resume common stock repurchases after the Investors shareholder vote scheduled for November 19, 2021.

8

Citizens Financial Group, Inc.

Credit quality review										3Q21 change from
($s in millions)	3Q21			2Q21			3Q20			2Q21					3Q20
										$/bps			%		$/bps			%
Nonaccrual loans and leases(1)	$	747		$	779		$	1,277		$	(32)		(4)	%	$	(530)		(42)	%
90+ days past due and accruing(2)	312			280			28			32			11		284			NM
Net charge-offs	44			78			219			(34)			(44)		(175)			(80)
Provision for credit losses	(33)			(213)			428			180			85		(461)			NM
Allowance for credit losses	$	2,004		$	2,081		$	2,736		$	(77)		(4)	%	(732)			(27)	%
Nonaccrual loans and leases to loans and leases	0.61		%	0.64		%	1.03		%	(3)		bps			(42)		bps
Net charge-offs as a % of total loans and leases	0.14			0.25			0.70			(11)					(56)
Allowance for credit losses to loans and leases	1.63			1.70			2.21			(7)					(58)
Allowance for credit losses to loans and leases (ex. PPP)	1.65			1.75			2.29			(10)					(64)
Allowance for credit losses to nonaccrual loans and leases	268.3		%	267.0		%	214.2		%	132		bps			5,408		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 $289 million, $266 million, and $11 million of loans fully or partially guaranteed by the FHA, VA, and USDA for September 30, 2021, June 30, 2021, and September 30, 2020, respectively.

Third quarter 2021 vs. second quarter 2021

•Nonaccrual loans of $747 million decreased $32 million, or 4%, reflecting a $35 million decrease in retail given improvement in residential real estate-secured loans, partially offset by a $3 million increase in commercial.

•The nonaccrual loans to total loans ratio of 0.61% is down from 0.64% at June 30, 2021.

•Net charge-offs of $44 million decreased $34 million driven primarily by commercial.

•Net charge-offs were 14 basis points of average loans and leases, down from 25 basis points.

•Credit provision benefit of $33 million reflects strong credit performance across both retail and commercial, and macroeconomic improvement. Second quarter 2021 credit provision benefit was $213 million.

•Allowance for credit losses ratio of 1.63%, or 1.65% before the impact of PPP loans, compares with 1.70% as of June 30, 2021, or 1.75% before the impact of PPP loans. The reduction reflects a reserve release of $77 million.

•The allowance for credit losses to nonaccrual loans and leases ratio of 268% compares with 267% as of June 30, 2021.

Third quarter 2021 vs. third quarter 2020

•Nonaccrual loans decreased $530 million, or 42%, primarily driven by a $491 million decrease in commercial given charge-offs, loan sale activity and repayments.

•The nonaccrual loans to total loans ratio of 0.61% decreased from 1.03% at September 30, 2020.

•Net charge-offs of $44 million decreased $175 million reflecting a $156 million decrease in commercial given economic recovery, and a $19 million decrease in retail, as consumers continue to benefit from government stimulus and strong mortgage and auto collateral values.

•Net charge-offs of 14 basis points of average loans and leases compares with70 basis points in third quarter 2020.

•Credit provision benefit of $33 million compares with a $428 million provision in third quarter 2020, reflecting strong credit performance across the retail and commercial loan portfolios and improvement in the macroeconomic outlook.

•Allowance for credit losses of $2.0 billion compares with $2.7 billion at September 30, 2020. Allowance for credit losses ratio of 1.63% as of September 30, 2021, or 1.65% before the impact of PPP loans, compares with 2.21% as of September 30, 2020, or 2.29% before the impact of PPP loans.

•The allowance for credit losses to nonaccrual loans and leases ratio of 268% compares with 214% as of September 30, 2020.

9

Citizens Financial Group, Inc.

Earnings highlights:

	Quarterly Trends
										3Q21 change from
($s in millions, except per share data)	3Q21			2Q21			3Q20			2Q21				3Q20
Earnings										$/bps			%	$/bps			%
Net interest income	$	1,145		$	1,124		$	1,137		$	21		2 %	$	8		1 %
Noninterest income	514			485			654			29			6	(140)			(21)
Total revenue	1,659			1,609			1,791			50			3	(132)			(7)
Noninterest expense	1,011			991			988			20			2	23			2
Pre-provision profit	648			618			803			30			5	(155)			(19)
Provision for credit losses	(33)			(213)			428			180			85	(461)			NM
Net income	530			648			314			(118)			(18)	216			69
Preferred dividends	26			32			25			(6)			(19)	1			4
Net income available to common stockholders	$	504		$	616		$	289		$	(112)		(18) %	$	215		74 %
After-tax notable Items	16			8			24			8			100	(8)			(33)
Underlying net income	$	546		$	656		$	338		$	(110)		(17) %	$	208		62 %
Underlying net income available to common stockholders	$	520		$	624		$	313		$	(104)		(17) %	$	207		66 %
Average common shares outstanding
Basic (in millions)	426.1			425.9			426.8			0.1			—	(0.8)			—
Diluted (in millions)	427.8			427.6			428.0			0.3			—	(0.2)			—
Diluted earnings per share	$	1.18		$	1.44		$	0.68		$	(0.26)		(18) %	$	0.5		74 %
Underlying diluted earnings per share	$	1.22		$	1.46		$	0.73		$	(0.24)		(16) %	$	0.49		67 %
Performance metrics
Net interest margin	2.72		%	2.71		%	2.82		%	1		bp		(10)		bps
Net interest margin, FTE	2.72			2.72			2.83			—				(11)
Effective income tax rate	22.4			22.0			16.1			39				625
Efficiency ratio	61			62			55			(71)				574
Underlying efficiency ratio	60			61			53			(137)				611
Return on average common equity	9.4			11.9			5.6			(246)				379
Return on average tangible common equity	13.7			17.5			8.3			(379)				538
Underlying return on average tangible common equity	14.2			17.7			9.0			(357)				517
Return on average total assets	1.13			1.41			0.70			(28)				43
Underlying return on average total tangible assets	1.21		%	1.48		%	0.79		%	(27)		bps		42		bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio	10.3		%	10.3		%	9.8		%
Total capital ratio	13.4			13.5			13.3
Tier 1 leverage ratio	9.7			9.7			9.5
Allowance for credit losses to loans and leases	1.63		%	1.70		%	2.21		%	(7)		bps		(58)		bps
Asset quality(2)
Nonaccrual loans and leases to loans and leases	0.61		%	0.64		%	1.03		%	(3)		bps		(42)		bps
Allowance for credit losses to nonaccrual loans and leases	268			267			214			132				5,408
Net charge-offs as a % of average loans and leases	0.14		%	0.25		%	0.70		%	(11)		bps		(56)		bps

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

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

10

Citizens Financial Group, Inc.

Consolidated balance sheet review(1):

										3Q21 change from
($s in millions)	3Q21			2Q21			3Q20			2Q21					3Q20
										$/bps			%		$/bps			%
Total assets	$	187,007		$	185,104		$	179,228		$	1,903		1	%	$	7,779		4	%
Total loans and leases	123,318			122,581			124,071			737			1		(753)			(1)
Total loans held for sale	3,270			3,698			3,714			(428)			(12)		(444)			(12)
Deposits	152,221			150,636			142,921			1,585			1		9,300			7
Stockholders' equity	23,423			23,199			22,469			224			1		954			4
Stockholders' common equity	21,409			21,185			20,504			224			1		905			4
Tangible common equity	$	14,677		$	14,466		$	13,771		$	211		1	%	$	906		7	%
Loans-to-deposit ratio (period-end(2)	81.0		%	81.4		%	86.8		%	(37)		bps			(580)		bps
Loans-to-deposit ratio (average)(2)	80.8		%	82.1		%	88.4		%	(139)					(761)
1) Represents period end unless otherwise noted.
2) Excludes loans held for sale.

11

Citizens Financial Group, Inc.

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

Underlying results:

	Quarterly Trends
										3Q21 change from
($s in millions, except per share data)	3Q21			2Q21			3Q20			2Q21		3Q20
Net interest income	$	1,145		$	1,124		$	1,137		2	%	1	%
Noninterest income	514			485			654			6		(21)
Total revenue	$	1,659		$	1,609		$	1,791		3	%	(7)	%
Noninterest expense	1,011			991			988			2		2
Notable items	23			11			31			109		(26)
Underlying noninterest expense	$	988		$	980		$	957		1	%	3	%
Underlying pre-provision profit	671			629			834			7		(20)
Provision for credit losses	(33)			(213)			428			85		NM
Net income available to common stockholders	504			616			289			(18)		74
Underlying net income available to common stockholders	$	520		$	624		$	313		(17)	%	66	%
Performance metrics
Diluted EPS	$	1.18		$	1.44		$	0.68		(18)	%	74	%
Underlying EPS	$	1.22		$	1.46		$	0.73		(16)	%	67	%
Efficiency ratio	61		%	62		%	55		%	(71)	bps	574	bps
Underlying efficiency ratio	60			61			53			(137)		611
Return on average tangible common equity	13.7			17.5			8.3			(379)		538
Underlying return on average tangible common equity	14.2		%	17.7		%	9.0		%	(357)	bps	517	bps
Operating leverage										1.2	%	(9.6)	%
Underlying operating leverage										2.3	%	(10.6)	%

12

Citizens Financial Group, Inc.

Notable items:

Second quarter and third quarter 2021, and third quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives as well as integration costs. Third quarter 2021 also includes a pension settlement charge recorded in other operating expense and a compensation-related tax credit. These notable items have been excluded from reported results to better reflect Underlying operating results.

Notable items - integration costs	3Q21				2Q21				3Q20
($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	$	—	—		—		—		(1)		(1)
Outside services	$	(4)	(3)		(2)		(1)		(1)		(1)
Occupancy	$	—	—		—		—		—		—
Other expense	$	—	—		—		—		—		—
Noninterest expense	$	(4)	$	(3)	$	(2)	$	(1)	$	(2)	$	(2)
Total Integration Costs	$	(4)	$	(3)	$	(2)	$	(1)	$	(2)	$	(2)
Other notable items - primarily tax and TOP	3Q21				2Q21				3Q20
($s in millions, except per share data)	Pre-tax		After-tax		Pre-tax		After-tax		Pre-tax		After-tax
Tax notable items	$	—	$	—	$	—	$	—	$	—	$	—
Other notable items- TOP & other actions
Salaries & benefits	13		9		—		—		(13)		(9)
Equipment and software	(7)		(5)		(4)		(3)		—		—
Outside services	(8)		(6)		(2)		(2)		(15)		(12)
Occupancy	(1)		—		(3)		(2)		(1)		(1)
Other expense	(16)		(11)		—		—		—		—
Noninterest expense	$	(19)	$	(13)	$	(9)	$	(7)	$	(29)	$	(22)
Total Other Notable Items	$	(19)	$	(13)	$	(9)	$	(7)	$	(29)	$	(22)
Total Notable Items	$	(23)	$	(16)	$	(11)	$	(8)	$	(31)	$	(24)
EPS Impact			$	(0.04)			$	(0.02)			$	(0.05)

13

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) 336-4440, conference ID 6052001

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 October 20, 2021 through November 20, 2021. Please dial (866) 207-1041 and enter access code 7904509. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.0 billion in assets as of September 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.

14

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 and excluding elevated cash. In historical periods, these results may have been referred to as Adjusted or Adjusted/Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. 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.

15

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
						3Q21 Change
		3Q21	2Q21		3Q20	2Q21			3Q20
						$	%		$	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,659	$1,609		$1,791	$50	3	%	($132)	(7	%)
Less: Notable items		—	—		—	—	—		—	—
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,609	$—	$1,791	$50	3	%	($132)	(7	%)
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$1,011	$991		$988	$20	2	%	$23	2	%
Less: Notable items		23	11		31	12	109		(8)	(26)
Noninterest expense, Underlying (non-GAAP)	D	$988	$980		$957	$8	1	%	$31	3	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,659	$1,609		$1,791	$50	3	%	($132)	(7	%)
Less: Noninterest expense (GAAP)	C	1,011	991		988	20	2		23	2
Pre-provision profit (GAAP)		$648	$618		$803	$30	5	%	($155)	(19	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,609		$1,791	$50	3	%	($132)	(7	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	988	980		957	8	1		31	3
Pre-provision profit, Underlying (non-GAAP)		$671	$629		$834	$42	7	%	($163)	(20	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$681	$831		$375	($150)	(18	%)	$306	82	%
Less: Expense before income tax benefit related to notable items		(23)	(11)		(31)	(12)	(109)		8	26
Income before income tax expense, Underlying (non-GAAP)	F	$704	$842		$406	($138)	(16	%)	$298	73	%
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$151	$183		$61	($32)	(17	%)	$90	148	%
Less: Income tax benefit related to notable items		(7)	(3)		(7)	(4)	(133)		—	—
Income tax expense, Underlying (non-GAAP)	H	$158	$186		$68	($28)	(15	%)	$90	132	%
Net income, Underlying:
Net income (GAAP)	I	$530	$648		$314	($118)	(18	%)	$216	69	%
Add: Notable items, net of income tax benefit		16	8		24	8	100		(8)	(33)
Net income, Underlying (non-GAAP)	J	$546	$656		$338	($110)	(17	%)	$208	62	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$504	$616		$289	($112)	(18	%)	$215	74	%
Add: Notable items, net of income tax benefit		16	8		24	8	100		(8)	(33)
Net income available to common stockholders, Underlying (non-GAAP)	L	$520	$624		$313	($104)	(17	%)	$207	66	%

16

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

		QUARTERLY TRENDS
								3Q21 Change
		3Q21		2Q21		3Q20		2Q21				3Q20
								$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,659		$1,609		$1,791		$50		3.11	%	($132)		(7.33	%)
Less: Noninterest expense (GAAP)	C	1,011		991		988		20		1.91		23		2.31
Operating leverage										1.20	%			(9.64	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659		$1,609		$1,791		$50		3.11	%	($132)		(7.33	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	988		980		957		8		0.78		31		3.26
Operating leverage, Underlying (non-GAAP)										2.33	%			(10.59	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	60.92	%	61.63	%	55.18	%	(71)	bps			574	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	59.55		60.92		53.44		(137)	bps			611	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	22.35	%	21.96	%	16.10	%	39	bps			625	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	22.45		22.01		16.79		44	bps			566	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$21,326		$20,833		$20,534		$493		2	%	$792		4	%
Return on average common equity	K/M	9.39	%	11.85	%	5.60	%	(246)	bps			379	bps
Return on average common equity, Underlying (non-GAAP)	L/M	9.70		12.02		6.05		(232)	bps			365	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$21,326		$20,833		$20,534		$493		2	%	$792		4	%
Less: Average goodwill (GAAP)		7,055		7,050		7,050		5		—		5		—
Less: Average other intangibles (GAAP)		52		53		62		(1)		(2)		(10)		(16)
Add: Average deferred tax liabilities related to goodwill (GAAP)		383		381		375		2		1		8		2
Average tangible common equity	N	$14,602		$14,111		$13,797		$491		3	%	$805		6	%
Return on average tangible common equity	K/N	13.71	%	17.50	%	8.33	%	(379)	bps			538	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	14.17		17.74		9.00		(357)	bps			517	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$186,108		$184,456		$177,675		$1,652		1	%	$8,433		5	%
Return on average total assets	I/O	1.13	%	1.41	%	0.70	%	(28)	bps			43	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.16		1.43		0.76		(27)	bps			40	bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$186,108		$184,456		$177,675		$1,652		1	%	$8,433		5	%
Less: Average goodwill (GAAP)		7,055		7,050		7,050		5		—		5		—
Less: Average other intangibles (GAAP)		52		53		62		(1)		(2)		(10)		(16)
Add: Average deferred tax liabilities related to goodwill (GAAP)		383		381		375		2		1		8		2
Average tangible assets	Q	$179,384		$177,734		$170,938		$1,650		1	%	$8,446		5	%
Return on average total tangible assets	I/Q	1.17	%	1.46	%	0.73	%	(29)	bps			44	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.21		1.48		0.79		(27)	bps			42	bps

17

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

		QUARTERLY TRENDS
					3Q21 Change
		3Q21	2Q21	3Q20	2Q21			3Q20
					$/bps	%		$/bps	%
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	426,199,576	426,083,143	427,073,084	116,433	—	%	(873,508)	—	%
Common stockholders' equity (GAAP)		$21,409	$21,185	$20,504	$224	1		$905	4
Less: Goodwill (GAAP)		7,065	7,050	7,050	15	—		15	—
Less: Other intangible assets (GAAP)		51	52	60	(1)	(2)		(9)	(15)
Add: Deferred tax liabilities related to goodwill (GAAP)		384	383	377	1	—		7	2
Tangible common equity	S	$14,677	$14,466	$13,771	$211	1	%	$906	7	%
Tangible book value per common share	S/R	$34.44	$33.95	$32.24	$0.49	1	%	$2.20	7	%
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	426,086,717	425,948,706	426,846,096	138,011	—	%	(759,379)	—	%
Average common shares outstanding - diluted (GAAP)	U	427,840,964	427,561,572	427,992,349	279,392	—		(151,385)	—
Net income per average common share - basic (GAAP)	K/T	$1.18	$1.45	$0.68	($0.27)	(19)		$0.50	74
Net income per average common share - diluted (GAAP)	K/U	1.18	1.44	0.68	(0.26)	(18)		0.50	74
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.22	1.47	0.73	(0.25)	(17)		0.49	67
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.22	1.46	0.73	(0.24)	(16)		0.49	67

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

	QUARTERLY TRENDS
				3Q21 Change
	3Q21	2Q21	3Q20	2Q21			3Q20
				$/bps	%		$/bps	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$509	$524	$524	($15)	(3	%)	($15)	(3	%)
Less: Notable items	(13)	—	13	(13)	(100)		(26)	(200)
Salaries and employee benefits, Underlying (non-GAAP)	$522	$524	$511	($2)	—	%	$11	2	%
Equipment and software, Underlying:
Equipment and software(GAAP)	$157	$155	$149	$2	1	%	$8	5	%
Less: Notable items	7	4	1	3	75		6	NM
Equipment and software, Underlying (non-GAAP)	$150	$151	$148	($1)	(1	%)	$2	1	%
Outside services, Underlying:
Outside services (GAAP)	$144	$137	$139	$7	5	%	$5	4	%
Less: Notable items	12	4	16	8	200		(4)	(25)
Outside services, Underlying (non-GAAP)	$132	$133	$123	($1)	(1	%)	$9	7	%
Occupancy, Underlying:
Occupancy (GAAP)	$77	$82	$81	($5)	(6	%)	($4)	(5	%)
Less: Notable items	1	3	1	(2)	(67)		—	—
Occupancy, Underlying (non-GAAP)	$76	$79	$80	($3)	(4	%)	($4)	(5	%)
Other operating expense, Underlying:
Other operating expense (GAAP)	$124	$93	$95	$31	33	%	$29	31	%
Less: Notable items	16	—	—	16	100		16	100
Other operating expense, Underlying (non-GAAP)	$108	$93	$95	$15	16	%	$13	14	%

19

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS
								3Q21 Change
		3Q21		2Q21		3Q20		2Q21				3Q20
								$/bps		%		$/bps		%
Total loans, excluding the impact of PPP loans:
Total loans (GAAP)	A	$123,318		$122,581		$124,071		$737		1	%	($753)		(1	%)
Less: PPP loans		1,903		3,479		4,653		(1,576)		(45)		(2,750)		(59)
Total loans, excluding the impact of PPP loans (non-GAAP)	B	$121,415		$119,102		$119,418		$2,313		2	%	$1,997		2	%
Total commercial loans, excluding the impact of PPP loans:
Total commercial loans (GAAP)	C	$57,955		$59,083		$62,362		($1,128)		(2	%)	($4,407)		(7	%)
Less: PPP loans		1,903		3,479		4,653		(1,576)		(45)		(2,750)		(59)
Total commercial loans, excluding the impact of PPP loans (non-GAAP)	D	$56,052		$55,604		$57,709		$448		1	%	($1,657)		(3	%)
Allowance for credit losses:
Allowance for credit losses (GAAP)	E	$2,004		$2,081		$2,736		($77)		(4	%)	($732)		(27	%)
Average loans, excluding the impact of PPP loans:
Average loans (GAAP)	F	$122,641		$123,490		$124,912		($849)		(1	%)	($2,271)		(2	%)
Less: PPP loans		2,770		4,603		4,709		(1,833)		(40)		(1,939)		(41)
Average loans, excluding the impact of PPP loans (non-GAAP)	G	$119,871		$118,887		$120,203		$984		1	%	($332)		—	%
Ratios:
Allowance for credit losses to total loans (GAAP)	E / A	1.63	%	1.70	%	2.21	%	(7)	bps			(58)	bps
Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP)	E / B	1.65	%	1.75	%	2.29	%	(10)	bps			(64)	bps

20

Citizens Financial Group, Inc.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the 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,” “guidance” 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, including through the integration of Investors and the HSBC branches;

•The COVID-19 pandemic and associated lockdowns and their effects 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;

•An inability to complete the acquisitions of Investors or the HSBC branches, or changes in the current anticipated timeframe, terms or manner of such acquisitions;

•Greater than expected costs or other difficulties related to the integration of our business and that of Investors and the relevant HSBC branches;

•The inability to retain existing Investors or HSBC clients and employees following the closings of the Investors and HSBC branch acquisitions;

•The occurrence of any event change or other circumstance that could give rise to the right of one or both parties to terminate (i) the agreement to acquire Investors or (ii) the agreement to acquire branches from HSBC; 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, risk-weighted assets, 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 from or pay any dividends to holders of our common stock, or as to the amount of any such

21

Citizens Financial Group, Inc.

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. In addition, statements about our net charge-off guidance constitute forward-looking statements and are subject to the risk that the actual charge-offs may differ, possibly materially, from what is reflected in those statements due to, among other potential factors, the impact of the COVID-19 pandemic and the effectiveness of stimulus and forbearance programs in response, changes in economic conditions, and idiosyncratic events affecting our commercial loans. Statements about Citizens’ agreement and plan of merger, dated July 28, 2021 (the “Investors acquisition agreement”), with Investors Bancorp, Inc. (“Investors”) and CBNA's agreement, dated May 26, 2021 (“HSBC branch acquisition agreement”) with HSBC Bank U.S.A., N.A. (“HSBC”) to acquire certain branches from HSBC 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 either or both transactions are not consummated in a timely manner or at all, or if integration is more costly or difficult than expected.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in in our Annual Report on form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

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

CFG-IR

22

EX-99.2

3Q21 Financial Results October 20, 2021

2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the 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,” “guidance” 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, including through the integration of Investors and the HSBC branches; • The COVID-19 pandemic and associated lockdowns and their effects 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; • An inability to complete the acquisitions of Investors or the HSBC branches, or changes in the current anticipated timeframe, terms or manner of such acquisitions; • Greater than expected costs or other difficulties related to the integration of our business and that of Investors and the relevant HSBC branches; • The inability to retain existing Investors or HSBC clients and employees following the closings of the Investors and HSBC branch acquisitions; • The occurrence of any event change or other circumstance that could give rise to the right of one or both parties to terminate (i) the agreement to acquire Investors or (ii) the agreement to acquire branches from HSBC; 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, risk-weighted assets, 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 from 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. In addition, statements about our net charge-off guidance constitute forward-looking statements and are subject to the risk that the actual charge-offs may differ, possibly materially, from what is reflected in those statements due to, among other potential factors, the impact of the COVID-19 pandemic and the effectiveness of stimulus and forbearance programs in response, changes in economic conditions, and idiosyncratic events affecting our commercial loans. Statements about Citizens’ agreement and plan of merger, dated July 28, 2021 (the “Investors acquisition agreement”), with Investors Bancorp, Inc. (“Investors”) and CBNA's agreement, dated May 26, 2021 (“HSBC branch acquisition agreement”) with HSBC Bank U.S.A., N.A. (“HSBC”) to acquire certain branches from HSBC 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 either or both transactions are not consummated in a timely manner or at all, or if integration is more costly or difficult than expected. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in in our Annual Report on form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results and excluding elevated cash. In historical periods, these results may have been referred to as Adjusted or Adjusted/ Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. 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 3Q21 GAAP financial summary 3Q21 2Q21 3Q20 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,145 $ 1,124 $ 1,137 $ 21 2 % $ 8 1 % Noninterest income 514 485 654 29 6 (140) (21) Total revenue 1,659 1,609 1,791 50 3 (132) (7) Noninterest Expense 1,011 991 988 20 2 23 2 Pre-provision profit 648 618 803 30 5 (155) (19) Provision for credit losses (33) (213) 428 180 85 (461) NM Income before income tax expense 681 831 375 (150) (18) 306 82 Income tax expense 151 183 61 (32) (17) 90 148 Net income $ 530 $ 648 $ 314 $ (118) (18) % $ 216 69 % Preferred dividends 26 32 25 (6) (19) 1 4 Net income available to common stockholders $ 504 $ 616 $ 289 $ (112) (18) % $ 215 74 % $s in billions Average interest-earning assets $ 167.3 $ 166.3 $ 160.2 $ 0.9 1 % $ 7.1 4 % Average deposits $ 151.9 $ 150.3 $ 141.4 $ 1.5 1 % $ 10.5 7 % Performance metrics Net interest margin(1) 2.72 % 2.71 % 2.82 % 1 bp (10) bps Net interest margin, FTE(1) 2.72 2.72 2.83 — (11) Loans-to-deposit ratio (period-end) 81.0 81.4 86.8 (37) (580) ROACE 9.4 11.9 5.6 (246) 379 ROTCE 13.7 17.5 8.3 (379) 538 ROA 1.1 1.4 0.7 (28) 43 ROTA 1.2 1.5 0.7 (29) 44 Efficiency ratio 60.9 61.6 55.2 (71) 574 Noninterest income as a % of total revenue 31 % 30 % 37 % 100 bps (600) bps FTEs(2) 17,366 17,472 17,930 (106) (1) % (564) (3) % Operating leverage 1.2 % (9.6) % Per common share Diluted earnings $ 1.18 $ 1.44 $ 0.68 $ (0.26) (18) % $ 0.50 74 % Tangible book value $ 34.44 $ 33.95 $ 32.24 $ 0.49 1 % $ 2.20 7 % Average diluted shares outstanding (in millions) 427.8 427.6 428.0 0.3 — % (0.2) — % See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23.

4 3Q21 Underlying financial summary(1) Q/Q Y/Y $s in millions 3Q21 2Q21 3Q20 $/bps %/bps $/bps %/bps Net interest income $ 1,145 $ 1,124 $ 1,137 $ 21 2 % $ 8 1 % Noninterest income 514 485 654 29 6 (140) (21) Total revenue 1,659 1,609 1,791 50 3 (132) (7) Noninterest expense 988 980 957 8 1 31 3 Pre-provision profit 671 629 834 42 7 (163) (20) Provision for credit losses (33) (213) 428 180 85 (461) NM Net income available to common stockholders $ 520 $ 624 $ 313 $ (104) (17) % $ 207 66 % Performance metrics Noninterest income as a % of total revenue 31 % 30 % 37 % 100 bps (600) bps Efficiency ratio 59.5 60.9 53.4 (137) 611 ROTCE 14.2 % 17.7 % 9.0 % (357) bps 517 bps Diluted EPS $ 1.22 $ 1.46 $ 0.73 $ (0.24) (16) % $ 0.49 67 % Tangible book value per share $ 34.44 $ 33.95 $ 32.24 $ 0.49 1 % $ 2.20 7 % See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23.

5 Overview(1) See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. Strong 3Q21 results reflect our diversified business model Credit trends favorable Strong capital, liquidity and funding Continued progress on strategic growth and efficiency initiatives ■ Underlying net income of $546 million and EPS of $1.22 reflect broad-based strength across our businesses and excellent credit results ■ Underlying PPNR of $671 million, up 7% from 2Q21 and down 20% from 3Q20 – Strong results in Capital Markets and Wealth, along with a rebound in Mortgage – NII up 2% QoQ given interest-earning asset growth with stable margin, as accelerated PPP forgiveness was largely offset by elevated cash, along with day count benefit – Interest-bearing deposit costs of 14 bps, down 2 bps QoQ – Expenses up 1% QoQ; positive sequential operating leverage of 2.3% ■ Credit provision benefit of $33 million reflects strong credit performance and macroeconomic improvement ■ Underlying ROTCE of 14.2% compares with 17.7% in 2Q21 and 9.0% in 3Q20 ■ TBV/share of $34.44 up 7% YoY and up ~1.5% QoQ ■ Strong capital levels with a CET1 ratio of 10.3%(2) stable with 10.3% in 2Q21 and 9.8% in 3Q20 ■ Period-end LDR ratio of 81% vs. 87% a year ago; average DDA up 18% YoY and 3% QoQ, now 32% of total deposits ■ Total available liquidity of ~$76 billion at September 30, 2021 ■ Credit trends remain highly favorable across retail and commercial; NCOs of 14 bps down from 25 bps at 2Q21, NPLs to loans of 0.61% is down from 0.64% at 2Q21 ■ Allowance for credit losses coverage ratio of 1.63%, or 1.65% 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 late this year ■ Prioritizing major strategic initiatives: Consumer national expansion; growing Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisitions of Investors Bancorp, JMP Group and Willamette Management Associates, as we continue to 'play offense' in 2021

6 2.72% 2.72% 2Q21 Asset Yields Cash PPP Funding Cost Other 3Q21 $160.2B $163.5B $164.4B $166.3B $167.3B $1,137 $1,129 $1,117 $1,124 $1,145 2.83% 2.75% 2.76% 2.72% 2.72% 3Q20 4Q20 1Q21 2Q21 3Q21 ■ NII up 2% – Given interest-earning asset growth with stable NIM, higher day count ■ NIM of 2.72%, stable – Reflects the benefit of accelerated PPP forgiveness, improved funding mix and deposit pricing, partially offset by higher cash balances and lower earning-asset yields – Interest-bearing deposit costs of 14 bps, down 2 bps ■ Interest rate sensitivity from a gradual 200 bp rise decreased to 9.8% from 10.7% in 2Q21, largely reflecting loan and deposit mix changes and the addition of $2.5 billion of received-fixed swaps Net interest income $s in millions, except earning assets NII and NIM Average interest-earning assets Net interest income NIM, FTE Modest interest-earning asset growth and stable NIM ■ NII up 1% – Interest-earning asset growth of 4% was largely offset by lower NIM ■ NIM of 2.72%, down 11 bps – Reflects the impact of elevated cash balances and a lower rate environment – Partially offset by the benefit of improved funding mix and deposit pricing and accelerated PPP loan forgiveness – Interest-bearing deposit costs down 21 bps NIM 2Q21 to 3Q21 See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. Year-Over-Year Linked Quarter (0.04)% (0.04)% 0.07% 0.02% (0.01)%

7 $654 $578 $542 $485 $514 $367 $385 $377 $400 $406 $287 $193 $165 $85 $108 Mortgage fees All other fee income 3Q20 4Q20 1Q21 2Q21 3Q21 Noninterest income $s in millions ■ Noninterest income increased 6% – Mortgage banking fees up $23 million, given strong origination levels, the benefit of lower agency fees and improved MSR hedge results – Capital markets fees, down $19 million from record levels reflecting seasonally lower activity, primarily in syndication fees, partially offset by higher M&A advisory fees – Wealth fees up slightly, driven by an increase in AUM from strong inflows – Service charges and fees up $10 million and Card fees up $2 million, reflecting seasonality and the benefit of economic recovery – Other income up $10 million, reflecting higher community development-related income and a seasonal improvement in tax-advantaged investments ■ Noninterest income, down 21% – Mortgage banking fees down $179 million, given lower gain- on-sale margins and production volumes – Capital markets fees up $14 million, given higher loan syndication and M&A advisory fees – Wealth fees, up $8 million, reflecting an increase in AUM from higher equity market levels and strong net inflows – Service charges and fees up $13 million and Card fees up $9 million reflecting recovery from COVID-19 impacts Strong results in Capital Markets, record Wealth fees, and rebound in Mortgage See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. $s in millions 3Q21 2Q21 3Q20 $ Q/Q Y/Y Mortgage banking fees $ 108 $ 85 $ 287 $ 23 $ (179) Service charges and fees 110 100 97 10 13 Capital markets fees 72 91 58 (19) 14 Card fees 66 64 57 2 9 Trust and investment services fees 61 60 53 1 8 Letter of credit and loan fees 39 38 37 1 2 FX and interest rate products 29 28 27 1 2 Securities gains, net 3 3 1 — 2 Other income(1) 26 16 37 10 (11) Noninterest income $ 514 $ 485 $ 654 $ 29 $ (140) Linked Quarter Year-Over-YearNoninterest income

8 53.4% 56.8% 60.2% 60.9% 59.5% 3Q20 4Q20 1Q21 2Q21 3Q21 Underlying, as applicable 3Q21 2Q21 3Q20 $ $s in millions Q/Q Y/Y Salaries & employee benefits $ 522 $ 524 $ 511 $ (2) $ 11 Equipment & software 150 151 148 (1) 2 Outside services 132 133 123 (1) 9 Occupancy 76 79 80 (3) (4) Other operating expense 108 93 95 15 13 Noninterest expense $ 988 $ 980 $ 957 $ 8 $ 31 Full-time equivalents (FTEs) 17,366 17,472 17,930 (106) (564) Noninterest expense(1) ■ Underlying noninterest expense up 1% – Reflects strong expense discipline and the benefit of efficiency initiatives – Other operating expense up 16%, reflecting higher operational and travel costs ■ Underlying noninterest expense up 3% – Salaries and employee benefits up 2%, reflecting higher revenue-based compensation and merit increases, partially offset by efficiency initiatives – Equipment and software expense up 1%, given continued investments in technology – Outside services expense up 7%, tied to growth initiatives – Other operating expense up 14%, given higher travel and advertising costs See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. Underlying efficiency ratio Reflecting strong expense discipline and the benefit of efficiency initiatives Linked Quarter Year-Over-Year

9 $124.9 $123.5 $122.8 $123.5 $122.6 $61.1 $61.9 $62.0 $62.8 $64.0 $63.9 $61.5 $60.9 $60.7 $58.7 Retail loans Commercial loans and leases 3Q20 4Q20 1Q21 2Q21 3Q21 Loans and leases $s in billions Period-end loans up 1% QoQ; 2% ex PPP, reflecting strength in retail(2) ■ Average loans down $849 million, or 1%; up 1% excluding PPP impact – Retail up $1.1 billion, or 2%, reflecting growth in mortgage, auto and education – Commercial down $2.0 billion, or 3%, driven by payoffs and PPP forgiveness; stable excluding PPP ■ Period-end loans up $737 million, or 1%; up 2% excluding PPP impact(2) – Reflects an increase of $1.9 billion, or 3% in retail – A decrease of $1.1 billion in commercial; up 1% excluding PPP impact(2) ■ Average loans down $2.3 billion, or 2% – Retail up $2.9 billion, or 5%, driven by growth in education, residential mortgage and auto, partially offset by planned run off in personal unsecured and a decrease in home equity – Commercial down $5.2 billion, or 8%, reflecting payoffs and a $1.9 billion decrease in PPP loans ■ Period-end loans down $753 million, or 1%, with commercial loans down 7% largely offset by retail loans up 6% Average loans and leases(1) $124.1 $123.1 $122.2 $122.6 $123.3 $61.7 $62.3 $61.8 $63.5 $65.4 $62.4 $60.8 $60.4 $59.1 $58.0 Retail loans Commercial loans and leases 3Q20 4Q20 1Q21 2Q21 3Q21 $s in billions Period-end loans and leases(1) See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. Linked Quarter Year-Over-Year

10 $141.4 $145.3 $146.6 $150.3 $151.9 3Q20 4Q20 1Q21 2Q21 3Q21 Average funding and cost of funds Average deposits up 7% YoY and 1% QoQ; continue to drive down cost of funds ■ Average deposits up $1.5 billion, or 1%, with growth in demand deposits, savings and checking with interest, partially offset by a decrease in term deposits and money market accounts ■ Citizens Access® period-end deposits of $4.6 billion, down 5% driven by rate reduction strategies resulting in run off of term deposits ■ Interest-bearing deposits costs of 14 bps, down 2 bps ■ Total deposit costs down 2 bps; demand deposits 32% of total ■ Period-end LDR ratio 81.0% ■ Average deposits up $10.5 billion, or 7%, 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 16 bps, reflecting the impact of lower rates and favorable shift in deposit mix; interest-bearing deposit costs down 21 bps ■ Period-end deposit growth of $9.3 billion, or 7%, as a result of elevated liquidity tied to government stimulus associated with the COVID-19 disruption $s in billions Growing lower-cost deposits(1) See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. 0.25% 0.19% 0.14% 0.11% 0.09% 0.35% 0.27% 0.20% 0.16% 0.14% Total deposit costs Interest-bearing deposit costs Demand deposits Other interest-bearing deposits Term deposits Linked Quarter Year-Over-Year 86.8% 83.6% 80.7% 81.4% 81.0% 3Q20 4Q20 1Q21 2Q21 3Q21 Period-end loans-to-deposit ratio

11 $428 $124 $(33) $219 $190 $158 $78 0.70% 0.61% 0.52% 0.25% 0.14% Provision for credit losses Net charge-offs Net c/o ratio 3Q20 4Q20 1Q21 2Q21 3Q21 2.21% 2.17% 1.94% 1.70% 1.63% Allowance for credit losses Allowance to loan coverage ratio Allowance to loan coverage ratio ex. PPP 3Q20 4Q20 1Q21 2Q21 3Q21 2.29% 2.24% 2.03% 1.75% 1.65% Highlights Credit quality(1) $s in millions ■ NCOs of $44 million decreased $34 million QoQ, driven by excellent results in commercial given improved macro environment ■ Nonaccrual loans decreased 3 bps to 0.61% of total loans QoQ driven by retail ■ Credit provision benefit of $33 million driven by strong credit performance and macroeconomic improvement ■ 3Q21 ACL ratio of 1.63%, or 1.65% ex. PPP loans(3), compares with 1.70% in 2Q21, or 1.75% ex. PPP loans, and 2.21%, or 2.29% ex. PPP in 3Q20 ■ ACL to nonaccrual loans and leases ratio of 268% compares with 267% as of 2Q21 and 214% as of 3Q20 $s in millions 1.03% 0.83% 0.82% Nonaccrual loans Nonaccrual loans to total loans 3Q20 4Q20 1Q21 2Q21 3Q21 $s in millions See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. (2) (3) $1,277 $1,019 $1,008 $779 $747 $2,736 $2,670 $2,372 $2,081 $2,004 0.64% 0.61% Provision for credit losses, net charge-offs Nonaccrual loansAllowance for credit losses $44 $(140) $(213)

12 Reserve release of $77 million; robust reserve coverage of 1.63% 3Q21 2Q21 Retail 1.54% 1.59% Commercial 1.72% 1.82% Total Citizens 1.63% 1.70% Allowance for credit losses $1,747 $2,081 $81 $(44) $(71) $(43) $2,004 CECL Day 1 2Q21 New Loan Originations Net Charge-offs Portfolio Changes Economic/ Qualitative Changes 3Q21 Allowance for Credit Losses ■ Reserve release reflects strong credit performance in the portfolio and macroeconomic improvement ■ Commercial areas of market concern were 1% of the total loan portfolio, stable with 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. Commentary $s in millions

13 Stock repurchases $655 million remaining Board authorized capacity. Poised to resume post Investors Bancorp's shareholder vote (November 19, 2021) 10.3% 0.4 (0.2) (0.1) 10.3% 2Q21 Net Income RWA Common dividends & other 3Q21 ■ 3Q21 CET1 ratio of 10.3%, stable with 10.3% in 2Q21, above our target 9.75%-10.0% operating range ■ Paid $167 million in common dividends to shareholders in 3Q21 Capital remains strong $s in billions (period-end) 3Q20 4Q20 1Q21 2Q21 3Q21 Basel III basis(1)(2) Common equity tier 1 capital $ 14.3 $ 14.6 $ 14.9 $ 15.3 $ 15.6 Risk-weighted assets $ 146.1 $ 146.8 $ 147.8 $ 148.6 $ 151.8 Common equity tier 1 ratio 9.8 % 10.0 % 10.1 % 10.3 % 10.3 % Tier 1 capital ratio 11.2 % 11.3 % 11.4 % 11.6 % 11.6 % Total capital ratio 13.3 % 13.4 % 13.4 % 13.5 % 13.4 % See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. CET1 ratio remains strong(3) HSBC** ISBC JMP Willamette Targeted Close 1Q22 2Q22 Mid-4Q21 Closed 3Q21 CET1 Impact ~24 bps Neutral ~5 bps NM Priorities Highlights Estimated Acquisition Impact to CET1* 2 3a Organic growth Prudently grow loan balances *Based on estimated impact at time of deal announcement **HSBC East Coast Branches and Online Deposits Sustainable dividend Targeting 35-40% dividend payout ratio1 3b M&A Growth through strategically and financially compelling acquisitions

14 Business highlights and strategic priorities See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. 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 ■ TOP 7 program build out making good progress, details to be announced late this year ■ Evaluating originate-to-distribute opportunities to improve capital efficiency and returns Grow NYC Metro and brand equity ■ Announced acquisition of Investors Bancorp, enhancing our franchise by adding an attractive middle market/small business and consumer customer base while building our physical presence in the greater New York City and Philadelphia metropolitan areas and across New Jersey. Complements HSBC branch acquisition Strategy Highlights Co ns um er E2E digital transformation ■ E2E digital transformation to increase sales and drive self-service interactions ■ Strong digital sales volume in 3Q21; up 24% YoY(1) ■ Citizens PayTM added 7 active partners, total now 21, with an additional 5-10 ready to launch; robust pipeline ■ Introduced Citizens Peace Of MindTM, our new overdraft friendly deposit feature; added to all Citizens Checking accounts on Oct 1st ■ Continued commitment to helping underbanked communities with development of Bank On product; targeting roll out of a new checking account with no overdraft fees in 1Q22 National expansion ■ Leverage Citizens Access® and lending capabilities to deliver national value proposition ■ Grow Citizens PayTM; 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 ■ Announced acquisition of JMP Group to further strengthen Citizens’ growing corporate finance and strategic advisory capabilities ■ Completed acquisition of Willamette Management Associates ■ Launched Green Deposits program to allow corporate clients to direct cash reserves to support environmentally friendly companies and projects ■ Launched new Integrated Payables solution for corporate clients ■ Continued top 10 overall middle market bookrunner(2) ■ Increased lead left transactions YoY 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 44% 55% 58% 56% 45% 42% Mobile/ATM Branch 3Q19 3Q20 3Q21 Digital engagement and branch optimization trends See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. 83.6 thousand Digital booked sales 24% YoY 3.1 million Digital check deposits 5% YoY 29% of total deposits 1.7 million Mobile active users 20% YoY Note: Digital Metrics as of 3Q 2021 within regional footprint 2.7 million P2P Zelle transactions 34% YoY Consumer deposit transaction mix 1,103 1,037 967 3Q19 3Q20 3Q21 Retail branch network -6% -7% Digital Metrics(1)

16 Introducing Citizens Peace of MindTM and meeting Bank On National Account standards Citizens Peace of MindTM ■ New feature added October 1st to all checking products to help customers avoid unexpected overdraft fees – Automatic rebate if cured within 24-hours – Introducing real-time digital monitoring and low-balance alerts ■ Building on the progress made already – $5 Overdraft Pass implemented a few years ago – Recently introduced Student Checking with no overdraft fees – Automatic once-a-year overdraft rebate on select products Future launches planned ■ Rolling out new checking account targeting 1Q22 with no overdraft fees, meeting Bank On National Account standards – Ensure access to a transparent, easy-to-use and affordable transactional account – Provide the underbanked safety and efficiency Higher NPS/ customer satisfaction Better customer retention Lower call center costs Making banking more transparent and accessible 1. While overdraft fees have been recovering in 2021 with the economy, these changes will offset any further rebound 2. 2022 service charges and fees are expected to stabilize around 2021 YTD annualized levels Expected benefits

17 Targeting to close JMP Group acquisition mid-4Q 2021 4Q21 outlook vs. 3Q21 See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. Net interest income Noninterest expense Credit Noninterest income 3Q21 Underlying(1) 4Q21 Underlying outlook - CFG standalone ■ $1,145 million ■ NII broadly stable / down slightly given lower PPP forgiveness benefit ■ Average loans up 1.5-2% (2.5-3% ex PPP) with ~3% spot growth (~4% ex PPP) ■ $514 million ■ Broadly stable as seasonal decline in Mortgage is offset by strength in Capital Markets ■ $988 million ■ Broadly stable ■ $33 million provision benefit; NCOs 14 bps of average loans ■ Net charge-offs broadly stable ■ Expect provision expense to be lower than net charge-offs

18 Citizens 3Q21 results reflect diversity across fee income businesses, expense control and excellent credit Key messages ■ Underlying PPNR of $671 million, up 7% from 2Q21 and 20% from 3Q20(1) – Reflects strong results in Capital Markets and Wealth, along with a rebound in Mortgage – Continued excellent expense discipline, positive sequential operating leverage of 2.3% ■ Citizens remains well capitalized and maintains ample liquidity – Robust capital levels with CET1 ratio of 10.3%(2) – ACL/loans of 1.63% – Period-end LDR of 81% ■ TBV/share of $34.44 up 7% YoY and up ~1.5% QoQ ■ Advancing key strategic initiatives: Consumer national expansion; growing Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisitions of Investors Bancorp, JMP Group and Willamette Management Associates to further strengthen our franchise; integrations tracking well ■ TOP 6 on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – TOP 7 build out progressing well ■ Poised to enter 2022 with strong momentum See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23.

Appendix

20 Net income available to common shareholders and EPS $s in millions, except per share data é7% $629 $671 2Q21 3Q21 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 ê1% $3.5 2 $3.5 6 ê16% $123.5 $122.6 2Q21 3Q21 $150.3 $151.9 2Q21 3Q21 1.48% 1.21% 2Q21 3Q21 17.7% 14.2% 2Q21 3Q21 $624 $520 $1.46 $1.22 2Q21 3Q21 ê17% Pre-provision profit $s in millions See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. ê357 bps ê27 bps é1%

21 $834 $671 3Q20 3Q21 Year-over-year Underlying results(1) Return on average total tangible assets ê20% Average loans $s in billions ê2% 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 é42 bps $3.5 6 $124.9 $122.6 3Q20 3Q21 $141.4 $151.9 3Q20 3Q21 0.79% 1.21% 3Q20 3Q21 9.0% 14.2% 3Q20 3Q21 é7% Pre-provision profit $s in millions é517 bps $313 $520 $0.73 $1.22 3Q20 3Q21 See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. é67% é66%

22 Allocation of allowance for credit losses by product type June 30, 2021 September 30, 2021 $s in millions Loans and Leases Allowance Coverage Coverage (ex-PPP)(3) Loans and Leases Allowance Coverage Coverage (ex-PPP)(3) Allowance for Loans and Lease Losses Commercial and industrial(1) $42,842 $674 1.57 % 1.71 % $41,854 $592 1.41 % 1.48 % Commercial real estate 14,412 218 1.51 14,508 212 1.46 Leases 1,829 61 3.36 1,593 63 3.92 Total commercial 59,083 953 1.61 1.71 57,955 867 1.50 1.55 Residential mortgages 20,538 140 0.68 21,513 141 0.65 Home equity 11,841 102 0.86 11,889 92 0.78 Automobile 12,780 168 1.31 13,492 165 1.22 Education 12,800 322 2.51 13,000 332 2.56 Other retail 5,539 262 4.74 5,469 258 4.72 Total retail loans 63,498 994 1.57 65,363 988 1.51 Total loans and leases $122,581 $1,947 1.59 % 1.63 % $123,318 $1,855 1.50 % 1.53 % Allowance for Unfunded Lending Commitments(2)* Commercial(1) $121 1.82 % 1.93 % $130 1.72 % 1.78 % Retail 13 1.59 19 1.54 Total allowance for unfunded lending commitments $134 $149 Allowance for credit losses(2) $122,581 $2,081 1.70 % 1.75 % $123,318 $2,004 1.63 % 1.65 % Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $3,479 million and $1,903 million as of June 30, 2021 and September 30, 2021, respectively. *Coverage ratios reflect total allowance for credit losses for the respective portfolio See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23.

23 Notable Items(1) Second quarter and third quarter 2021, and third quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives as well as integration costs. Third quarter 2021 also includes a pension settlement charge recorded in other operating expense and a compensation-related tax credit. These notable items have been excluded from reported results to better reflect Underlying operating results. See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described above. Notable items - integration costs 3Q21 2Q21 3Q20 $s in millions Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Noninterest income $ — $ — $ — $ — $ — $ — Salaries & benefits $ — $ — $ — $ — $ — $ — Equipment and software — — — — (1) (1) Outside services (4) (3) (2) (1) (1) (1) Occupancy — — — — — — Other expense — — — — — — Noninterest expense $ (4) $ (3) $ (2) $ (1) $ (2) $ (2) Total Integration Costs $ (4) $ (3) $ (2) $ (1) $ (2) $ (2) Other notable items - primarily tax and TOP 3Q21 2Q21 3Q20 $s in millions, except per share data Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Tax notable items $ — $ — $ — $ — $ — $ — Other notable items- TOP & other actions Noninterest income $ — $ — $ — $ — $ — $ — Salaries & benefits 13 9 — — (13) (9) Equipment and software (7) (5) (4) (3) — — Outside services (8) (6) (2) (2) (15) (12) Occupancy (1) — (3) (2) (1) (1) Other expense (16) (11) — — — — Noninterest expense $ (19) $ (13) $ (9) $ (7) $ (29) $ (22) Total Other Notable Items $ (19) $ (13) $ (9) $ (7) $ (29) $ (22) Total Notable Items $ (23) $ (16) $ (11) $ (8) $ (31) $ (24) EPS Impact $ (0.04) $ (0.02) $ (0.05)

24 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 $3,479 million and $1,903 million as of June 30, 2021 and September 30, 2021, respectively. See slide 22 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 - 3Q21 GAAP financial summary 1) See general note a). 2) Full-time equivalent employees. Notes on slide 4 - 3Q21 Underlying financial summary 1) See note on non-GAAP financial measures. Notes on slide 5 - Overview 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 6 - Net interest income 1) See 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 general note c). 2) See note non-GAAP financial measures. Notes on slide 10 - Average funding and cost of funds 1) See 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) Allowance for credit losses to nonperforming loans and leases. 3) See note on non-GAAP financial measures. Notes on slide 13 - Capital remains strong 1) See 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. 3) See general note c). 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 3Q21 based on volume and deals for Overall U.S. Middle Market (defined as Borrower Revenues <$500 million and Deal Size <$500 million).

25 Notes continued Notes on slide 15 - Digital engagement and branch optimization trends 1) Digital and mobile banking active users reflects retail checking user base. Digital booked sales includes checking, deposits, credit card, HELOC, ERL and In School. Digital payments and transfers includes internal and external transfers, bill payments, Zelle, digital wallets; Digital check deposits reflects remote deposit capture. Notes on slide 17 - 4Q21 outlook vs. 3Q21 1) See note on non-GAAP financial measures. Notes on slide 18 - Key messages 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 20 - Linked-quarter Underlying results 1) See note on non-GAAP financial measures. Notes on slide 21 - Year-over-year Underlying results 1) See note on non-GAAP financial measures. Notes on slide 22 - Allocation of allowance for credit losses by product type 1) Coverage ratio includes total commercial allowance for unfunded lending commitments and total commercial allowance for loan and lease losses in the numerator and total commercial loans and leases in the denominator. 2) Coverage ratio includes total retail allowance for unfunded lending commitments and total retail allowance for loan losses in the numerator and total retail loans in the denominator. 3) See note on non-GAAP financial measures. Notes on slide 23 - Notable Items 1) See note on non-GAAP financial measures.

26 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 3Q21 Change 3Q21 2Q21 3Q20 2Q21 3Q20 $ % $ % Total revenue, Underlying: Total revenue (GAAP) A $1,659 $1,609 $1,791 $50 3% ($132) (7%) Less: Notable items — — — — — — — Total revenue, Underlying (non-GAAP) B $1,659 $1,609 $1,791 $50 3% ($132) (7%) Noninterest expense, Underlying: Noninterest expense (GAAP) C $1,011 $991 $988 $20 2% $23 2% Less: Notable items 23 11 31 12 109 (8) (26) Noninterest expense, Underlying (non-GAAP) D $988 $980 $957 $8 1% $31 3% Pre-provision profit: Total revenue (GAAP) A $1,659 $1,609 $1,791 $50 3% ($132) (7%) Less: Noninterest expense (GAAP) C 1,011 991 988 20 2 23 2 Pre-provision profit (GAAP) $648 $618 $803 $30 5% ($155) (19%) Pre-provision profit, Underlying: Total revenue, Underlying (non-GAAP) B $1,659 $1,609 $1,791 $50 3% ($132) (7%) Less: Noninterest expense, Underlying (non-GAAP) D 988 980 957 8 1 31 3 Pre-provision profit, Underlying (non-GAAP) $671 $629 $834 $42 7% ($163) (20%) Income before income tax expense, Underlying: Income before income tax expense (GAAP) E $681 $831 $375 ($150) (18%) $306 82% Less: Expense before income tax benefit related to notable items (23) (11) (31) (12) (109) 8 26 Income before income tax expense, Underlying (non-GAAP) F $704 $842 $406 ($138) (16%) $298 73% Income tax expense, Underlying: Income tax expense (GAAP) G $151 $183 $61 ($32) (17%) $90 148% Less: Income tax benefit related to notable items (7) (3) (7) (4) (133) — — Income tax expense, Underlying (non-GAAP) H $158 $186 $68 ($28) (15%) $90 132% Net income, Underlying: Net income (GAAP) I $530 $648 $314 ($118) (18%) $216 69% Add: Notable items, net of income tax benefit 16 8 24 8 100 (8) (33) Net income, Underlying (non-GAAP) J $546 $656 $338 ($110) (17%) $208 62% Net income available to common stockholders, Underlying: Net income available to common stockholders (GAAP) K $504 $616 $289 ($112) (18%) $215 74% Add: Notable items, net of income tax benefit 16 8 24 8 100 (8) (33) Net income available to common stockholders, Underlying (non-GAAP) L $520 $624 $313 ($104) (17%) $207 66%

27 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 3Q21 Change 3Q21 2Q21 3Q20 2Q21 3Q20 $/bps % $/bps % Operating leverage: Total revenue (GAAP) A $1,659 $1,609 $1,791 $50 3.11% ($132) (7.33%) Less: Noninterest expense (GAAP) C 1,011 991 988 20 1.91 23 2.31 Operating leverage 1.20% (9.64%) Operating leverage, Underlying: Total revenue, Underlying (non-GAAP) B $1,659 $1,609 $1,791 $50 3.11% ($132) (7.33%) Less: Noninterest expense, Underlying (non-GAAP) D 988 980 957 8 0.78 31 3.26 Operating leverage, Underlying (non-GAAP) 2.33% (10.59%) Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio C/A 60.92 % 61.63% 55.18 % (71) bps 574 bps Efficiency ratio, Underlying (non-GAAP) D/B 59.55 60.92 53.44 (137) bps 611 bps Effective income tax rate and effective income tax rate, Underlying: Effective income tax rate G/E 22.35% 21.96% 16.10 % 39 bps 625 bps Effective income tax rate, Underlying (non-GAAP) H/F 22.45 22.01 16.79 44 bps 566 bps Return on average common equity and return on average common equity, Underlying: Average common equity (GAAP) M $21,326 $20,833 $20,534 $493 2% $792 4% Return on average common equity K/M 9.39 % 11.85% 5.60 % (246) bps 379 bps Return on average common equity, Underlying (non-GAAP) L/M 9.70 12.02 6.05 (232) bps 365 bps Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) M $21,326 $20,833 $20,534 $493 2% $792 4% Less: Average goodwill (GAAP) 7,055 7,050 7,050 5 — 5 — Less: Average other intangibles (GAAP) 52 53 62 (1) (2) (10) (16) Add: Average deferred tax liabilities related to goodwill (GAAP) 383 381 375 2 1 8 2 Average tangible common equity N $14,602 $14,111 $13,797 $491 3% $805 6% Return on average tangible common equity K/N 13.71 % 17.50% 8.33 % (379) bps 538 bps Return on average tangible common equity, Underlying (non-GAAP) L/N 14.17 17.74 9.00 (357) bps 517 bps Return on average total assets and return on average total assets, Underlying: Average total assets (GAAP) O $186,108 $184,456 $177,675 $1,652 1% $8,433 5% Return on average total assets I/O 1.13 % 1.41% 0.70 % (28) bps 43 bps Return on average total assets, Underlying (non-GAAP) J/O 1.16 1.43 0.76 (27) bps 40 bps $s in millions, except share, per share and ratio data

28 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 3Q21 Change 3Q21 2Q21 3Q20 2Q21 3Q20 $/bps % $/bps % Return on average total tangible assets and return on average total tangible assets, Underlying: Average total assets (GAAP) P $186,108 $184,456 $177,675 $1,652 1% $8,433 5% Less: Average goodwill (GAAP) 7,055 7,050 7,050 5 — 5 — Less: Average other intangibles (GAAP) 52 53 62 (1) (2) (10) (16) Add: Average deferred tax liabilities related to goodwill (GAAP) 383 381 375 2 1 8 2 Average tangible assets Q $179,384 $177,734 $170,938 $1,650 1% $8,446 5% Return on average total tangible assets I/Q 1.17 % 1.46% 0.73 % (29) bps 44 bps Return on average total tangible assets, Underlying (non-GAAP) J/Q 1.21 1.48 0.79 (27) bps 42 bps Tangible book value per common share: Common shares - at period-end (GAAP) R 426,199,576 426,083,143 427,073,084 116,433 —% (873,508) —% Common stockholders' equity (GAAP) $21,409 $21,185 $20,504 $224 1 $905 4 Less: Goodwill (GAAP) 7,065 7,050 7,050 15 — 15 — Less: Other intangible assets (GAAP) 51 52 60 (1) (2) (9) (15) Add: Deferred tax liabilities related to goodwill (GAAP) 384 383 377 1 — 7 2 Tangible common equity S $14,677 $14,466 $13,771 $211 1% $906 7% Tangible book value per common share S/R $34.44 $33.95 $32.24 $0.49 1% $2.20 7% 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 426,086,717 425,948,706 426,846,096 138,011 —% (759,379) —% Average common shares outstanding - diluted (GAAP) U 427,840,964 427,561,572 427,992,349 279,392 — (151,385) — Net income per average common share - basic (GAAP) K/T $1.18 $1.45 $0.68 ($0.27) (19) $0.50 74 Net income per average common share - diluted (GAAP) K/U 1.18 1.44 0.68 (0.26) (18) 0.50 74 Net income per average common share - basic, Underlying (non-GAAP) L/T 1.22 1.47 0.73 (0.25) (17) 0.49 67 Net income per average common share - diluted, Underlying (non-GAAP) L/U 1.22 1.46 0.73 (0.24) (16) 0.49 67 $s in millions, except share, per share and ratio data

29 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 3Q21 Change 3Q21 2Q21 3Q20 2Q21 3Q20 $/bps % $/bps % Salaries and employee benefits, Underlying: Salaries and employee benefits (GAAP) $509 $524 $524 ($15) (3%) ($15) (3%) Less: Notable items (13) — 13 (13) (100) (26) (200) Salaries and employee benefits, Underlying (non-GAAP) $522 $524 $511 ($2) —% $11 2% Outside services, Underlying: Outside services (GAAP) $144 $137 $139 $7 5% $5 4% Less: Notable items 12 4 16 8 200 (4) (25) Outside services, Underlying (non-GAAP) $132 $133 $123 ($1) (1%) $9 7% Occupancy, Underlying: Occupancy (GAAP) $77 $82 $81 ($5) (6%) ($4) (5%) Less: Notable items 1 3 1 (2) (67) — — Occupancy, Underlying (non-GAAP) $76 $79 $80 ($3) (4%) ($4) (5%) Equipment and software, Underlying: Equipment and software (GAAP) $157 $155 $149 $2 1% $8 5% Less: Notable items 7 4 1 3 75 6 NM Equipment and software, Underlying (non-GAAP) $150 $151 $148 ($1) (1%) $2 1% Other operating expense, Underlying: Other operating expense (GAAP) $124 $93 $95 $31 33% $29 31% Less: Notable items 16 — — 16 100 16 100 Other operating expense, Underlying (non-GAAP) $108 $93 $95 $15 16% $13 14% $s in millions, except share, per share and ratio data

30 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 1Q21 4Q20 Total revenue, Underlying: Total revenue (GAAP) A $1,659 $1,707 Less: Notable items — — Total revenue, Underlying (non-GAAP) B $1,659 $1,707 Noninterest expense, Underlying: Noninterest expense (GAAP) C $1,018 $1,012 Less: Notable items 20 42 Noninterest expense, Underlying (non-GAAP) D $998 $970 Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio C/A 61.35 % 59.28% Efficiency ratio, Underlying (non-GAAP) D/B 60.19 56.83

31 Non-GAAP financial measures and reconciliations - excluding the impact of PPP loans QUARTERLY TRENDS 3Q21 Change 3Q21 2Q21 1Q21 4Q20 3Q20 2Q21 3Q20 $/bps % $/bps % Total loans, excluding the impact of PPP loans: Total loans (GAAP) A $123,318 $122,581 $122,195 $123,090 $124,071 $737 1% ($753) (1%) Less: PPP loans 1,903 3,479 5,148 4,155 4,653 (1,576) (45) (2,750) (59) Total loans, excluding the impact of PPP loans (non-GAAP) B $121,415 $119,102 $117,047 $118,935 $119,418 $2,313 2% $1,997 2% Total commercial loans, excluding the impact of PPP loans: Total commercial loans (GAAP) C $57,955 $59,083 $60,413 $60,793 $62,362 ($1,128) (2%) ($4,407) (7%) Less: PPP loans 1,903 3,479 5,148 4,155 4,653 (1,576) (45) (2,750) (59) Total commercial loans, excluding the impact of PPP loans (non-GAAP) D $56,052 $55,604 $55,265 $56,638 $57,709 $448 1% ($1,657) (3%) Allowance for credit losses: Allowance for credit losses (GAAP) E $2,004 $2,081 $2,372 $2,670 $2,736 ($77) (4%) ($732) (27%) Average loans, excluding the impact of PPP loans: Average loans (GAAP) F $122,641 $123,490 $122,847 $123,461 $124,912 ($849) (1%) ($2,271) (2%) Less: PPP loans 2,770 4,603 4,801 4,540 4,709 (1,833) (40) (1,939) (41) Average loans, excluding the impact of PPP loans (non-GAAP) G $119,871 $118,887 $118,046 $118,921 $120,203 $984 1% ($332) —% Ratios: Allowance for credit losses to total loans (GAAP) E/A 1.63 % 1.70 % 1.94 % 2.17 % 2.21 % (7) bps (58) bps Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP) E/B 1.65 % 1.75 % 2.03 % 2.24 % 2.29 % (10) bps (64) bps $s in millions, except share, per share and ratio data

EX-99.3

Financial Supplement

Third 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 NINE MONTHS ENDED SEPTEMBER 30,
											3Q21 Change												2021 Change
	3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
SELECTED OPERATING DATA
Total revenue	$1,659		$1,609		$1,659		$1,707		$1,791		$50		3	%	($132)		(7	%)	$4,927		$5,198		($271)		(5	%)
Noninterest expense	1,011		991		1,018		1,012		988		20		2		23		2		3,020		2,979		41		1
Profit before provision for credit losses	648		618		641		695		803		30		5		(155)		(19)		1,907		2,219		(312)		(14)
Provision for credit losses	(33)		(213)		(140)		124		428		180		85		(461)		NM		(386)		1,492		(1,878)		NM
NET INCOME	530		648		611		456		314		(118)		(18)		216		69		1,789		601		1,188		198
Net income, Underlying1	546		656		626		480		338		(110)		(17)		208		62		1,828		660		1,168		177
Net income available to common stockholders	504		616		588		424		289		(112)		(18)		215		74		1,708		526		1,182		225
Net income available to common stockholders, Underlying1	520		624		603		448		313		(104)		(17)		207		66		1,747		585		1,162		199
PER COMMON SHARE DATA
Basic earnings	$1.18		$1.45		$1.38		$0.99		$0.68		($0.27)		(19	%)	$0.50		74	%	$4.01		$1.23		$2.78		226	%
Diluted earnings	1.18		1.44		1.37		0.99		0.68		(0.26)		(18)		0.50		74		3.99		1.23		2.76		224
Basic earnings, Underlying1	1.22		1.47		1.41		1.05		0.73		(0.25)		(17)		0.49		67		4.10		1.37		2.73		199
Diluted earnings, Underlying1	1.22		1.46		1.41		1.04		0.73		(0.24)		(16)		0.49		67		4.09		1.37		2.72		199
Cash dividends declared and paid per common share	0.39		0.39		0.39		0.39		0.39		—		—		—		—		1.17		1.17		—		—
Book value per common share	50.23		49.72		48.57		48.47		48.01		0.51		1		2.22		5		50.23		48.01		2.22		5
Tangible book value per common share	34.44		33.95		32.79		32.72		32.24		0.49		1		2.20		7		34.44		32.24		2.20		7
Dividend payout ratio	33	%	27	%	28	%	39	%	58	%	615	bps			(2,457)	bps			29	%	95	%	(6,575)	bps
Dividend payout ratio, Underlying1	32		27		28		37		53		500	bps			(2,130)	bps			29		85		(5,648)	bps
COMMON SHARES OUTSTANDING
Average: Basic	426,086,717		425,948,706		425,953,716		427,074,822		426,846,096		138,011		—	%	(759,379)		—	%	425,996,867		427,058,412		(1,061,545)		—	%
Diluted	427,840,964		427,561,572		427,880,530		428,881,252		427,992,349		279,392		—		(151,385)		—		427,679,885		428,142,358		(462,473)		—
Common shares at period-end	426,199,576		426,083,143		425,930,159		427,209,831		427,073,084		116,433		—		(873,508)		—		426,199,576		427,073,084		(873,508)		—

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 NINE MONTHS ENDED SEPTEMBER 30,
											3Q21 Change										2021 Change
	3Q21		2Q21		1Q21		4Q20		3Q20		2Q21			3Q20			2021		2020		2020
											$/bps		%	$/bps		%					$/bps		%
FINANCIAL RATIOS
Net interest margin	2.72	%	2.71	%	2.75	%	2.75	%	2.82	%	1	bps		(10)	bps		2.73	%	2.93	%	(20)	bps
Net interest margin, FTE1	2.72		2.72		2.76		2.75		2.83		—	bps		(11)	bps		2.73		2.93		(20)	bps
Return on average common equity	9.39		11.85		11.57		8.20		5.60		(246)	bps		379	bps		10.91		3.45		746	bps
Return on average common equity, Underlying2	9.70		12.02		11.85		8.66		6.05		(232)	bps		365	bps		11.17		3.83		734	bps
Return on average tangible common equity	13.71		17.50		17.17		12.20		8.33		(379)	bps		538	bps		16.08		5.15		1,093	bps
Return on average tangible common equity, Underlying2	14.17		17.74		17.59		12.89		9.00		(357)	bps		517	bps		16.46		5.71		1,075	bps
Return on average total assets	1.13		1.41		1.36		1.00		0.70		(28)	bps		43	bps		1.30		0.46		84	bps
Return on average total assets, Underlying2	1.16		1.43		1.39		1.05		0.76		(27)	bps		40	bps		1.33		0.50		83	bps
Return on average total tangible assets	1.17		1.46		1.41		1.04		0.73		(29)	bps		44	bps		1.35		0.48		87	bps
Return on average total tangible assets, Underlying2	1.21		1.48		1.44		1.10		0.79		(27)	bps		42	bps		1.38		0.52		86	bps
Effective income tax rate	22.35		21.96		21.76		20.16		16.10		39	bps		625	bps		22.01		17.27		474	bps
Effective income tax rate, Underlying2	22.45		22.01		21.85		21.70		16.79		44	bps		566	bps		22.09		18.57		352	bps
Efficiency ratio	60.92		61.63		61.35		59.28		55.18		(71)	bps		574	bps		61.30		57.31		399	bps
Efficiency ratio, Underlying2	59.55		60.92		60.19		56.83		53.44		(137)	bps		611	bps		60.21		55.72		449	bps
Noninterest income as a % of total revenue	31	%	30	%	33	%	34	%	37	%	100	bps		(600)	bps		31	%	33	%	(200)	bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio	10.3	%	10.3	%	10.1	%	10.0	%	9.8	%
Tier 1 capital ratio	11.6		11.6		11.4		11.3		11.2
Total capital ratio	13.4		13.5		13.4		13.4		13.3
Tier 1 leverage ratio	9.7		9.7		9.5		9.4		9.5
Tangible common equity ratio	8.1		8.1		7.7		7.9		8.0
SELECTED BALANCE SHEET DATA
Loan-to-deposit ratio (period-end balances)	81.01	%	81.38	%	80.74	%	83.64	%	86.81	%	(37)	bps		(580)	bps		81.01	%	86.81	%	(580)	bps
Loan-to-deposit ratio (average balances)	80.75		82.14		83.77		84.99		88.36		(139)	bps		(761)	bps		82.19		91.47		(928)	bps
Full-time equivalent colleagues	17,366		17,472		17,405		17,584		17,930		(106)		(1)	(564)		(3)	17,366		17,930		(564)		(3)

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 NINE MONTHS ENDED SEPTEMBER 30,
						3Q21 Change								2021 Change
	3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
						$	%		$	%				$	%
INTEREST INCOME
Interest and fees on loans and leases	$1,078	$1,058	$1,061	$1,105	$1,120	$20	2	%	($42)	(4	%)	$3,197	$3,614	($417)	(12	%)
Interest and fees on loans held for sale	21	24	18	19	21	(3)	(13)		—	—		63	56	7	13
Interest and fees on other loans held for sale	1	2	6	1	16	(1)	(50)		(15)	(94)		9	32	(23)	(72)
Investment securities	116	124	128	121	121	(8)	(6)		(5)	(4)		368	398	(30)	(8)
Interest-bearing deposits in banks	6	3	3	3	2	3	100		4	200		12	8	4	50
Total interest income	1,222	1,211	1,216	1,249	1,280	11	1		(58)	(5)		3,649	4,108	(459)	(11)
INTEREST EXPENSE
Deposits	35	42	50	69	89	(7)	(17)		(54)	(61)		127	440	(313)	(71)
Short-term borrowed funds	—	—	—	1	—	—	—		—	—		—	1	(1)	(100)
Long-term borrowed funds	42	45	49	50	54	(3)	(7)		(12)	(22)		136	210	(74)	(35)
Total interest expense	77	87	99	120	143	(10)	(11)		(66)	(46)		263	651	(388)	(60)
Net interest income	1,145	1,124	1,117	1,129	1,137	21	2		8	1		3,386	3,457	(71)	(2)
NONINTEREST INCOME
Mortgage banking fees	108	85	165	193	287	23	27		(179)	(62)		358	722	(364)	(50)
Service charges and fees	110	100	99	104	97	10	10		13	13		309	299	10	3
Capital markets fees	72	91	81	88	58	(19)	(21)		14	24		244	162	82	51
Card fees	66	64	55	56	57	2	3		9	16		185	161	24	15
Trust and investment services fees	61	60	58	52	53	1	2		8	15		179	151	28	19
Letter of credit and loan fees	39	38	38	38	37	1	3		2	5		115	102	13	13
Foreign exchange and interest rate products	29	28	28	35	27	1	4		2	7		85	85	—	—
Securities gains, net	3	3	3	—	1	—	—		2	200		9	4	5	125
Other income	26	16	15	12	37	10	63		(11)	(30)		57	55	2	4
Total noninterest income	514	485	542	578	654	29	6		(140)	(21)		1,541	1,741	(200)	(11)
TOTAL REVENUE	1,659	1,609	1,659	1,707	1,791	50	3		(132)	(7)		4,927	5,198	(271)	(5)
Provision for credit losses	(33)	(213)	(140)	124	428	180	85		(461)	NM		(386)	1,492	(1,878)	NM
NONINTEREST EXPENSE
Salaries and employee benefits	509	524	548	537	524	(15)	(3)		(15)	(3)		1,581	1,586	(5)	—
Equipment and software	157	155	152	141	149	2	1		8	5		464	424	40	9
Outside services	144	137	139	148	139	7	5		5	4		420	405	15	4
Occupancy	77	82	88	84	81	(5)	(6)		(4)	(5)		247	247	—	—
Other operating expense	124	93	91	102	95	31	33		29	31		308	317	(9)	(3)
Total noninterest expense	1,011	991	1,018	1,012	988	20	2		23	2		3,020	2,979	41	1
Income before income tax expense	681	831	781	571	375	(150)	(18)		306	82		2,293	727	1,566	215
Income tax expense	151	183	170	115	61	(32)	(17)		90	148		504	126	378	NM
Net income	$530	$648	$611	$456	$314	($118)	(18	%)	$216	69	%	$1,789	$601	$1,188	198	%
Net income, Underlying1	$546	$656	$626	$480	$338	($110)	(17	%)	$208	62	%	$1,828	$660	$1,168	177	%
Net income available to common stockholders	$504	$616	$588	$424	$289	($112)	(18	%)	$215	74	%	$1,708	$526	$1,182	225	%
Net income available to common stockholders, Underlying1	$520	$624	$603	$448	$313	($104)	(17	%)	$207	66	%	$1,747	$585	$1,162	199	%

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					SEPTEMBER 30, 2021 CHANGE
	Sept 30, 2021	June 30, 2021	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2021			September 30, 2020
						$	%		$	%
ASSETS
Cash and due from banks	$1,145	$1,035	$1,117	$1,037	$904	$110	11	%	$241	27	%
Interest-bearing cash and due from banks	12,571	11,606	13,543	11,696	8,312	965	8		4,259	51
Interest-bearing deposits in banks	289	401	308	306	328	(112)	(28)		(39)	(12)
Debt securities available for sale, at fair value	24,911	24,583	24,467	22,942	22,884	328	1		2,027	9
Debt securities held to maturity	2,492	2,711	2,995	3,235	2,578	(219)	(8)		(86)	(3)
Loans held for sale, at fair value	3,177	3,616	4,304	3,564	3,587	(439)	(12)		(410)	(11)
Other loans held for sale	93	82	75	439	127	11	13		(34)	(27)
Loans and leases	123,318	122,581	122,195	123,090	124,071	737	1		(753)	(1)
Less: Allowance for loan and lease losses	(1,855)	(1,947)	(2,194)	(2,443)	(2,542)	92	(5)		687	(27)
Net loans and leases	121,463	120,634	120,001	120,647	121,529	829	1		(66)	—
Derivative assets	1,769	1,655	1,298	1,915	2,030	114	7		(261)	(13)
Premises and equipment	732	735	743	759	747	(3)	—		(15)	(2)
Bank-owned life insurance	2,428	2,268	2,135	1,756	1,751	160	7		677	39
Goodwill	7,065	7,050	7,050	7,050	7,050	15	—		15	—
Other assets	8,872	8,728	9,181	8,003	7,401	144	2		1,471	20
TOTAL ASSETS	$187,007	$185,104	$187,217	$183,349	$179,228	$1,903	1	%	$7,779	4	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$48,184	$47,480	$46,067	$43,831	$41,249	$704	1	%	$6,935	17	%
Interest-bearing	104,037	103,156	105,282	103,333	101,672	881	1		2,365	2
Total deposits	152,221	150,636	151,349	147,164	142,921	1,585	1		9,300	7
Short-term borrowed funds	8	62	70	243	252	(54)	(87)		(244)	(97)
Derivative liabilities	187	144	111	128	100	43	30		87	87
Deferred taxes, net	689	720	593	629	638	(31)	(4)		51	8
Long-term borrowed funds:
FHLB advances	20	18	19	19	19	2	11		1	5
Senior debt	5,345	5,357	6,714	6,740	7,504	(12)	—		(2,159)	(29)
Subordinated debt and other debt	1,582	1,582	1,583	1,587	1,586	—	—		(4)	—
Total long-term borrowed funds	6,947	6,957	8,316	8,346	9,109	(10)	—		(2,162)	(24)
Other liabilities	3,532	3,386	4,125	4,166	3,739	146	4		(207)	(6)
TOTAL LIABILITIES	163,584	161,905	164,564	160,676	156,759	1,679	1		6,825	4
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented	2,014	2,014	1,965	1,965	1,965	—	—		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	18,981	18,964	18,945	18,940	18,922	17	—		59	—
Retained earnings	7,648	7,314	6,866	6,445	6,189	334	5		1,459	24
Treasury stock, at cost	(4,718)	(4,718)	(4,718)	(4,623)	(4,623)	—	—		(95)	(2)
Accumulated other comprehensive income (loss)	(508)	(381)	(411)	(60)	10	(127)	(33)		(518)	NM
TOTAL STOCKHOLDERS' EQUITY	23,423	23,199	22,653	22,673	22,469	224	1		954	4
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$187,007	$185,104	$187,217	$183,349	$179,228	$1,903	1	%	$7,779	4	%
Memo: Total tangible common equity	$14,677	$14,466	$13,964	$13,979	$13,771	$211	1	%	$906	7	%

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF					SEPTEMBER 30, 2021 CHANGE
	Sept 30, 2021	June 30, 2021	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2021			September 30, 2020
						$	%		$	%
LOANS AND LEASES
Commercial and industrial	$41,854	$42,842	$44,058	$44,173	$45,185	($988)	(2	%)	($3,331)	(7	%)
Commercial real estate	14,508	14,412	14,553	14,652	14,889	96	1		(381)	(3)
Leases	1,593	1,829	1,802	1,968	2,288	(236)	(13)		(695)	(30)
Total commercial	57,955	59,083	60,413	60,793	62,362	(1,128)	(2)		(4,407)	(7)
Residential mortgages	21,513	20,538	19,202	19,539	19,633	975	5		1,880	10
Home equity	11,889	11,841	11,854	12,149	12,322	48	—		(433)	(4)
Automobile	13,492	12,780	12,344	12,153	12,035	712	6		1,457	12
Education	13,000	12,800	12,691	12,308	11,631	200	2		1,369	12
Other retail	5,469	5,539	5,691	6,148	6,088	(70)	(1)		(619)	(10)
Total retail	65,363	63,498	61,782	62,297	61,709	1,865	3		3,654	6
Total loans and leases	$123,318	$122,581	$122,195	$123,090	$124,071	$737	1	%	($753)	(1	%)
Loans held for sale, at fair value	3,177	3,616	4,304	3,564	3,587	(439)	(12)		(410)	(11)
Other loans held for sale	93	82	75	439	127	11	13		(34)	(27)
Loans and leases and loans held for sale	$126,588	$126,279	$126,574	$127,093	$127,785	$309	—	%	($1,197)	(1	%)
DEPOSITS
Demand	$48,184	$47,480	$46,067	$43,831	$41,249	$704	1	%	$6,935	17	%
Checking with interest	27,985	28,074	26,883	27,204	27,141	(89)	—		844	3
Regular savings	21,166	20,382	19,634	18,044	17,237	784	4		3,929	23
Money market accounts	48,935	48,150	51,074	48,569	46,400	785	2		2,535	5
Term deposits	5,951	6,550	7,691	9,516	10,894	(599)	(9)		(4,943)	(45)
Total deposits	$152,221	$150,636	$151,349	$147,164	$142,921	$1,585	1	%	$9,300	7	%

7

AVERAGE BALANCE SHEETS

(in millions)

	QUARTERLY TRENDS											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
						3Q21 Change								2021 Change
	3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
						$	%		$	%				$	%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$13,749	$11,259	$10,861	$11,303	$6,250	$2,490	22	%	$7,499	120		$11,967	$4,453	$7,514	169	%
Taxable investment securities	27,466	27,597	27,031	25,471	24,654	(131)	—		2,812	11		27,366	25,056	2,310	9
Non-taxable investment securities	2	3	3	3	4	(1)	(33)		(2)	(50)		3	4	(1)	(25)
Total investment securities	27,468	27,600	27,034	25,474	24,658	(132)	—		2,810	11		27,369	25,060	2,309	9
Investment securities and interest-bearing deposits	41,217	38,859	37,895	36,777	30,908	2,358	6		10,309	33		39,336	29,513	9,823	33
Commercial and industrial	42,330	44,388	44,287	44,594	46,844	(2,058)	(5)		(4,514)	(10)		43,661	46,813	(3,152)	(7)
Commercial real estate	14,656	14,473	14,675	14,745	14,644	183	1		12	—		14,601	14,354	247	2
Leases	1,695	1,792	1,915	2,176	2,373	(97)	(5)		(678)	(29)		1,800	2,427	(627)	(26)
Total commercial	58,681	60,653	60,877	61,515	63,861	(1,972)	(3)		(5,180)	(8)		60,062	63,594	(3,532)	(6)
Residential mortgages	20,834	20,242	19,388	19,543	19,427	592	3		1,407	7		20,160	19,056	1,104	6
Home equity	11,829	11,825	12,001	12,239	12,416	4	—		(587)	(5)		11,884	12,730	(846)	(7)
Automobile	13,136	12,526	12,229	12,066	12,019	610	5		1,117	9		12,634	12,063	571	5
Education	12,707	12,632	12,436	11,931	10,929	75	1		1,778	16		12,593	10,908	1,685	15
Other retail	5,454	5,612	5,916	6,167	6,260	(158)	(3)		(806)	(13)		5,659	6,556	(897)	(14)
Total retail	63,960	62,837	61,970	61,946	61,051	1,123	2		2,909	5		62,930	61,313	1,617	3
Total loans and leases	122,641	123,490	122,847	123,461	124,912	(849)	(1)		(2,271)	(2)		122,992	124,907	(1,915)	(2)
Loans held for sale, at fair value	3,299	3,751	3,254	3,185	3,295	(452)	(12)		4	—		3,435	2,635	800	30
Other loans held for sale	112	233	385	110	1,061	(121)	(52)		(949)	(89)		242	791	(549)	(69)
Total interest-earning assets	167,269	166,333	164,381	163,533	160,176	936	1		7,093	4		166,005	157,846	8,159	5
Allowance for loan and lease losses	(1,950)	(2,179)	(2,439)	(2,541)	(2,444)	229	11		494	20		(2,187)	(2,109)	(78)	(4)
Goodwill	7,055	7,050	7,050	7,050	7,050	5	—		5	—		7,052	7,049	3	—
Other noninterest-earning assets	13,734	13,252	13,577	13,019	12,893	482	4		841	7		13,521	12,106	1,415	12
TOTAL ASSETS	$186,108	$184,456	$182,569	$181,061	$177,675	$1,652	1	%	$8,433	5	%	$184,391	$174,892	$9,499	5	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Checking with interest	$27,965	$27,278	$26,116	$26,432	$26,638	$687	3	%	$1,327	5	%	$27,126	$25,857	$1,269	5	%
Money market accounts	49,159	49,394	49,536	48,667	45,187	(235)	—		3,972	9		49,362	43,411	5,951	14
Regular savings	20,803	20,077	18,611	17,566	16,902	726	4		3,901	23		19,839	15,667	4,172	27
Term deposits	6,071	6,970	8,572	10,191	12,032	(899)	(13)		(5,961)	(50)		7,195	15,692	(8,497)	(54)
Total interest-bearing deposits	103,998	103,719	102,835	102,856	100,759	279	—		3,239	3		103,522	100,627	2,895	3
Short-term borrowed funds	23	69	150	232	240	(46)	(67)		(217)	(90)		80	368	(288)	(78)
FHLB advances	19	18	19	19	6	1	6		13	217		19	2,570	(2,551)	(99)
Senior debt	5,356	5,834	6,732	6,845	7,515	(478)	(8)		(2,159)	(29)		5,969	7,426	(1,457)	(20)
Subordinated debt and other debt	1,581	1,582	1,585	1,586	1,675	(1)	—		(94)	(6)		1,582	1,664	(82)	(5)
Total long-term borrowed funds	6,956	7,434	8,336	8,450	9,196	(478)	(6)		(2,240)	(24)		7,570	11,660	(4,090)	(35)
Total borrowed funds	6,979	7,503	8,486	8,682	9,436	(524)	(7)		(2,457)	(26)		7,650	12,028	(4,378)	(36)
Total interest-bearing liabilities	110,977	111,222	111,321	111,538	110,195	(245)	—		782	1		111,172	112,655	(1,483)	(1)
Total demand deposits	47,873	46,630	43,814	42,411	40,608	1,243	3		7,265	18		46,120	35,922	10,198	28
Other liabilities	3,904	3,741	4,858	4,600	4,374	163	4		(470)	(11)		4,166	4,172	(6)	—
TOTAL LIABILITIES	162,754	161,593	159,993	158,549	155,177	1,161	1		7,577	5		161,458	152,749	8,709	6
STOCKHOLDERS' EQUITY	23,354	22,863	22,576	22,512	22,498	491	2		856	4		22,933	22,143	790	4
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$186,108	$184,456	$182,569	$181,061	$177,675	$1,652	1	%	$8,433	5	%	$184,391	$174,892	$9,499	5	%
Memo: Total loans and leases, including loans held for sale	$126,052	$127,474	$126,486	$126,756	$129,268	($1,422)	(1	%)	($3,216)	(2	%)	$126,669	$128,333	($1,664)	(1	%)
Total deposits (interest-bearing and demand)	$151,871	$150,349	$146,649	$145,267	$141,367	$1,522	1	%	$10,504	7	%	$149,642	$136,549	$13,093	10	%
Total average tangible common equity	$14,602	$14,111	$13,883	$13,814	$13,797	$491	3	%	$805	6	%	$14,201	$13,662	$539	4	%

8

AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

	QUARTERLY TRENDS															FOR THE NINE MONTHS ENDED SEPTEMBER 30,
	3Q21			2Q21			1Q21			4Q20			3Q20			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	0.16	%	$6	0.12	%	$3	0.11	%	$3	0.10	%	$3	0.10	%	$2	0.13	%	$12	0.24	%	$8
Taxable investment securities	1.69		116	1.80		124	1.89		128	1.89		121	1.95		121	1.79		368	2.18		398
Non-taxable investment securities	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—	2.60		—
Total investment securities	1.69		116	1.80		124	1.89		128	1.89		121	1.95		121	1.79		368	2.18		398
Investment securities and interest-bearing deposits			122			127			131			124			123			380			406
Commercial and industrial	3.36		362	3.08		345	3.12		347	3.25		370	3.20		383	3.19		1,054	3.40		1,212
Commercial real estate	2.56		96	2.58		95	2.57		94	2.58		97	2.57		96	2.57		285	3.12		341
Leases	2.72		12	2.76		12	2.69		13	2.58		14	2.65		16	2.73		37	2.74		50
Total commercial	3.14		470	2.96		452	2.98		454	3.07		481	3.03		495	3.02		1,376	3.31		1,603
Residential mortgages	3.01		157	3.04		154	3.05		148	3.08		151	3.15		153	3.03		459	3.27		467
Home equity	3.08		92	3.13		92	3.20		95	3.18		98	3.21		100	3.14		279	3.81		363
Automobile	3.83		126	4.00		125	4.14		125	4.26		129	4.23		128	3.98		376	4.30		388
Education	4.19		134	4.26		135	4.38		134	4.55		136	4.74		130	4.28		403	5.19		424
Other retail	7.15		99	7.13		100	7.25		105	7.10		110	7.22		114	7.18		304	7.51		369
Total retail	3.78		608	3.86		606	3.96		607	4.01		624	4.08		625	3.87		1,821	4.38		2,011
Total loans and leases	3.47		1,078	3.42		1,058	3.47		1,061	3.54		1,105	3.54		1,120	3.45		3,197	3.84		3,614
Loans held for sale, at fair value	2.51		21	2.55		24	2.27		18	2.41		19	2.60		21	2.45		63	2.85		56
Other loans held for sale	3.98		1	2.99		2	6.30		6	3.14		1	6.02		16	4.88		9	5.32		32
Total interest-earning assets	2.89		1,222	2.90		1,211	2.97		1,216	3.02		1,249	3.15		1,280	2.92		3,649	3.45		4,108
INTEREST-BEARING LIABILITIES
Checking with interest	0.09		7	0.08		5	0.09		6	0.11		8	0.13		8	0.09		18	0.29		56
Money market accounts	0.14		18	0.17		21	0.18		22	0.22		27	0.28		33	0.16		61	0.51		165
Regular savings	0.09		5	0.10		5	0.11		5	0.15		7	0.24		10	0.10		15	0.37		43
Term deposits	0.43		5	0.61		11	0.83		17	1.09		27	1.25		38	0.64		33	1.49		176
Total interest-bearing deposits	0.14		35	0.16		42	0.20		50	0.27		69	0.35		89	0.16		127	0.58		440
Short-term borrowed funds	2.06		—	0.87		—	0.46		—	0.44		1	0.13		—	0.74		—	0.53		1
FHLB advances	0.88		—	0.91		—	0.92		—	0.93		—	1.42		—	0.91		—	1.53		30
Senior debt	1.84		25	1.92		28	1.91		32	1.93		33	1.84		35	1.89		85	2.25		126
Subordinated debt and other debt	4.25		17	4.24		17	4.22		17	4.35		17	4.67		19	4.24		51	4.34		54
Total long-term borrowed funds	2.38		42	2.41		45	2.35		49	2.38		50	2.35		54	2.38		136	2.39		210
Total borrowed funds	2.38		42	2.40		45	2.32		49	2.33		51	2.30		54	2.36		136	2.33		211
Total interest-bearing liabilities	0.28		77	0.31		87	0.36		99	0.43		120	0.52		143	0.32		263	0.77		651
INTEREST RATE SPREAD	2.61			2.59			2.62			2.60			2.63			2.61			2.68
NET INTEREST MARGIN AND NET INTEREST INCOME	2.72	%	$1,145	2.71	%	$1,124	2.75	%	$1,117	2.75	%	$1,129	2.82	%	$1,137	2.73	%	$3,386	2.93	%	$3,457
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE1	2.72	%	$1,147	2.72	%	$1,126	2.76	%	$1,120	2.75	%	$1,132	2.83	%	$1,140	2.73	%	$3,393	2.93	%	$3,467
Memo: Total deposit costs	0.09	%	$35	0.11	%	$42	0.14	%	$50	0.19	%	$69	0.25	%	$89	0.11	%	$127	0.43	%	$440

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 NINE MONTHS ENDED SEPTEMBER 30,
											3Q21 Change												2021 Change
	3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
MORTGAGE BANKING FEES1
Production revenue	$98		$86		$140		$193		$275		$12		14	%	($177)		(64	%)	$324		$682		($358)		(52	%)
Mortgage servicing revenue	9		13		—		4		2		(4)		(31)		7		NM		22		28		(6)		(21)
MSR valuation changes, net of hedge impact	1		(14)		25		(4)		10		15		NM		(9)		(90)		12		12		—		—
Total mortgage banking fees	$108		$85		$165		$193		$287		$23		27	%	($179)		(62	%)	$358		$722		($364)		(50	%)
Pull-through adjusted locks	$7,359		$8,154		$8,762		$9,262		$9,867		($795)		(10	%)	($2,508)		(25	%)	$24,275		$27,942		($3,667)		(13	%)
Production revenue as a percentage of Pull-through adjusted locks	1.32	%	1.05	%	1.59	%	2.09	%	2.78	%	27	bps			(146)	bps			1.33	%	2.44	%	(111)	bps
RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$3,560		$3,956		$3,744		$4,096		$4,300		($396)		(10	%)	($740)		(17	%)	$11,260		$10,705		$555		5	%
Third Party	6,749		7,443		7,398		6,762		6,811		(694)		(9)		(62)		(1)		21,590		19,012		2,578		14
Total	$10,309		$11,399		$11,142		$10,858		$11,111		($1,090)		(10	%)	(802)		(7	%)	$32,850		$29,717		$3,133		11	%
Originated for sale	$8,457		$9,592		$9,716		$9,215		$9,096		($1,135)		(12	%)	($639)		(7	%)	$27,765		$24,334		$3,431		14	%
Originated for investment	1,852		1,807		1,426		1,643		2,015		45		2		(163)		(8)		5,085		5,383		(298)		(6)
Total	$10,309		$11,399		$11,142		$10,858		$11,111		($1,090)		(10	%)	($802)		(7	%)	$32,850		$29,717		$3,133		11	%
MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$87,350		$84,596		$81,805		$81,240		$80,700		$2,754		3	%	$6,650		8	%	$87,350		$80,700		$6,650		8	%
Owned loans serviced	23,988		23,329		22,762		22,582		22,193		659		3		1,795		8		23,988		22,193		1,795		8
Total	$111,338		$107,925		$104,567		$103,822		$102,893		$3,413		3	%	$8,445		8	%	$111,338		$102,893		$8,445		8	%
MSR at fair value	$978		$902		$893		$658		$606		$76		8	%	$372		61	%	$978		$606		$372		61	%

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 NINE MONTHS ENDED SEPTEMBER 30,
CONSUMER BANKING											3Q21 Change												2021 Change
	3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
Net interest income	$919		$897		$863		$859		$845		$22		2	%	$74		9	%	$2,679		$2,452		$227		9	%
Noninterest income	315		283		351		375		495		32		11		(180)		(36)		949		1,280		(331)		(26)
Total revenue	1,234		1,180		1,214		1,234		1,340		54		5		(106)		(8)		3,628		3,732		(104)		(3)
Noninterest expense	749		751		750		749		742		(2)		—		7		1		2,250		2,215		35		2
Profit before provision for credit losses	485		429		464		485		598		56		13		(113)		(19)		1,378		1,517		(139)		(9)
Net charge-offs	35		45		59		56		55		(10)		(22)		(20)		(36)		139		232		(93)		(40)
Income before income tax expense	450		384		405		429		543		66		17		(93)		(17)		1,239		1,285		(46)		(4)
Income tax expense	114		98		103		107		136		16		16		(22)		(16)		315		322		(7)		(2)
Net income	$336		$286		$302		$322		$407		$50		17	%	($71)		(17	%)	$924		$963		($39)		(4	%)
AVERAGE BALANCES
Total assets	$75,070		$75,600		$75,283		$74,392		$73,605		($530)		(1	%)	$1,465		2	%	$75,317		$71,227		$4,090		6	%
Total loans and leases1	70,984		71,389		70,188		69,650		69,719		(405)		(1)		1,265		2		70,857		67,763		3,094		5
Deposits	100,968		100,933		97,180		95,007		94,212		35		—		6,756		7		99,708		90,377		9,331		10
Interest-earning assets	71,879		72,308		71,135		70,529		69,925		(429)		(1)		1,954		3		71,777		67,866		3,911		6
KEY METRICS
Net interest margin	5.07	%	4.97	%	4.93	%	4.85	%	4.81	%	10	bps			26	bps			4.99	%	4.83	%	16	bps
Efficiency ratio	60.73		63.62		61.79		60.75		55.35		(289)	bps			538	bps			62.02		59.34		268	bps
Loan-to-deposit ratio (period-end balances)	68.15		67.72		66.44		69.38		70.61		43	bps			(246)	bps			68.15		70.61		(246)	bps
Loan-to-deposit ratio (average balances)	67.25		67.21		68.99		70.12		69.88		4	bps			(263)	bps			67.79		71.77		(398)	bps
Return on average total tangible assets	1.78		1.52		1.63		1.72		2.21		26	bps			(43)	bps			1.64		1.81		(17)	bps

1Includes loans held for sale.

11

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																		FOR THE NINE MONTHS ENDED SEPTEMBER 30,
COMMERCIAL BANKING											3Q21 Change												2021 Change
	3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
Net interest income	$428		$419		$421		$438		$421		$9		2	%	$7		2	%	$1,268		$1,205		$63		5	%
Noninterest income	168		178		170		182		144		(10)		(6)		24		17		516		413		103		25
Total revenue	596		597		591		620		565		(1)		—		31		5		1,784		1,618		166		10
Noninterest expense	226		226		227		216		210		—		—		16		8		679		644		35		5
Profit before provision for credit losses	370		371		364		404		355		(1)		—		15		4		1,105		974		131		13
Net charge-offs	15		34		101		124		161		(19)		(56)		(146)		(91)		150		274		(124)		(45)
Income before income tax expense	355		337		263		280		194		18		5		161		83		955		700		255		36
Income tax expense	81		72		52		59		41		9		13		40		98		205		147		58		39
Net income	$274		$265		$211		$221		$153		$9		3	%	$121		79	%	$750		$553		$197		36	%
AVERAGE BALANCES
Total assets	$56,702		$57,527		$57,738		$58,212		$60,889		($825)		(1	%)	($4,187)		(7	%)	$57,318		$61,722		($4,404)		(7	%)
Total loans and leases1	53,815		54,758		54,813		55,407		57,796		(943)		(2)		(3,981)		(7)		54,459		58,784		(4,325)		(7)
Deposits	45,465		44,049		43,974		44,920		41,393		1,416		3		4,072		10		44,501		38,905		5,596		14
Interest-earning assets	54,177		55,143		55,175		55,752		58,177		(966)		(2)		(4,000)		(7)		54,828		59,201		(4,373)		(7)
KEY METRICS
Net interest margin	3.14	%	3.05	%	3.09	%	3.12	%	2.88	%	9	bps			26	bps			3.09	%	2.72	%	37	bps
Efficiency ratio	38.02		37.86		38.33		34.94		37.03		16	bps			99	bps			38.07		39.77		(170)	bps
Loan-to-deposit ratio (period-end balances)	116.54		118.72		120.66		121.09		129.43		(218)	bps			(1,289)	bps			116.54		129.43		(1,289)	bps
Loan-to-deposit ratio (average balances)	117.65		123.32		123.53		122.75		138.48		(567)	bps			(2,083)	bps			121.44		149.74		(2,830)	bps
Return on average total tangible assets	1.92		1.85		1.48		1.51		1.01		7	bps			91	bps			1.75		1.20		55	bps

1Includes loans held for sale.

12

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
OTHER1						3Q21 Change								2021 Change
	3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
						$	%		$	%				$	%
Net interest income	($202)	($192)	($167)	($168)	($129)	($10)	(5	%)	($73)	(57	%)	($561)	($200)	($361)	(181	%)
Noninterest income	31	24	21	21	15	7	29		16	107		76	48	28	58
Total revenue	(171)	(168)	(146)	(147)	(114)	(3)	(2)		(57)	(50)		(485)	(152)	(333)	(219)
Noninterest expense	36	14	41	47	36	22	157		—	—		91	120	(29)	(24)
Loss before provision for credit losses	(207)	(182)	(187)	(194)	(150)	(25)	(14)		(57)	(38)		(576)	(272)	(304)	(112)
Provision for credit losses	(83)	(292)	(300)	(56)	212	209	72		(295)	NM		(675)	986	(1,661)	NM
(Loss) income before income tax (benefit) expense	(124)	110	113	(138)	(362)	(234)	NM		238	66		99	(1,258)	1,357	NM
Income tax (benefit) expense	(44)	13	15	(51)	(116)	(57)	NM		72	62		(16)	(343)	327	95
Net (loss) income	($80)	$97	$98	($87)	($246)	($177)	NM		$166	67		$115	($915)	$1,030	NM
AVERAGE BALANCES
Total assets	$54,336	$51,329	$49,548	$48,457	$43,181	$3,007	6	%	$11,155	26	%	$51,756	$41,943	$9,813	23	%
Total loans and leases2	1,254	1,327	1,485	1,699	1,753	(73)	(6)		(499)	(28)		1,353	1,785	(432)	(24)
Deposits	5,438	5,367	5,495	5,340	5,762	71	1		(324)	(6)		5,433	7,267	(1,834)	(25)
Interest-earning assets	41,214	38,882	38,071	37,252	32,074	2,332	6		9,140	28		39,400	30,779	8,621	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										SEPTEMBER 30, 2021 CHANGE
	Sept 30, 2021		June 30, 2021		Mar 31, 2021		Dec 31, 2020		Sept 30, 2020		June 30, 2021				September 30, 2020
											$/bps		%		$/bps		%
NONACCRUAL LOANS AND LEASES
Commercial and industrial	$170		$163		$281		$280		$435		$7		4	%	($265)		(61	%)
Commercial real estate	98		102		100		176		323		(4)		(4)		(225)		(70)
Leases	1		1		1		2		2		—		—		(1)		(50)
Total commercial	269		266		382		458		760		3		1		(491)		(65)
Residential mortgages1	164		174		237		167		131		(10)		(6)		33		25
Home equity	216		234		269		276		265		(18)		(8)		(49)		(18)
Automobile	55		62		70		72		80		(7)		(11)		(25)		(31)
Education	23		21		22		18		16		2		10		7		44
Other retail	20		22		28		28		25		(2)		(9)		(5)		(20)
Total retail	478		513		626		561		517		(35)		(7)		(39)		(8)
Nonaccrual loans and leases	747		779		1,008		1,019		1,277		(32)		(4)		(530)		(42)
Repossessed assets	21		22		18		19		27		(1)		(5)		(6)		(22)
Nonaccrual loans and leases and repossessed assets	$768		$801		$1,026		$1,038		$1,304		($33)		(4	%)	($536)		(41	%)
NONACCRUAL LOANS AND LEASES BY PRODUCT2
Commercial	$269		$266		$382		$458		$760		$3		1	%	($491)		(65	%)
Retail	499		535		644		580		544		(36)		(7)		(45)		(8)
Total nonaccrual loans and leases	$768		$801		$1,026		$1,038		$1,304		($33)		(4	%)	($536)		(41	%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases	1.50	%	1.59	%	1.80	%	1.98	%	2.05	%	(9)	bps			(55)	bps
Allowance for credit losses to loans and leases	1.63		1.70		1.94		2.17		2.21		(7)				(58)
Allowance for loan and lease losses to nonaccrual loans and leases	248.33		249.83		217.74		239.72		199.04		(150)				4,929
Allowance for credit losses to nonaccrual loans and leases	268.30		266.98		235.42		262.02		214.22		132				5,408
Nonaccrual loans and leases to loans and leases	0.61		0.64		0.82		0.83		1.03		(3)				(42)

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					SEPTEMBER 30, 2021 CHANGE
	Sept 30, 2021	June 30, 2021	Mar 31, 2021	Dec 31, 2020	Sept 30, 2020	June 30, 2021			September 30, 2020
						$/bps	%		$/bps	%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial and industrial	$4	$—	$3	$20	$3	$4	100	%	$1	33	%
Commercial real estate	—	—	9	—	—	—	—		—	—
Leases	—	1	—	1	—	(1)	(100)		—	—
Total commercial	4	1	12	21	3	3	NM		1	33
Residential mortgages1	293	270	23	30	17	23	9		276	NM
Education	1	2	2	2	2	(1)	(50)		(1)	(50)
Other retail	14	7	9	9	6	7	100		8	133
Total retail	308	279	34	41	25	29	10		283	NM
Total loans and leases	$312	$280	$46	$62	$28	$32	11	%	$284	NM

1 90+ days past due and accruing includes $289 million, $266 million, $20 million, $21 million, and $11 million of loans fully or partially guaranteed by the FHA, VA, and USDA for September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020, respectively.

15

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
						3Q21 Change								2021 Change
	3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
						$	%		$	%				$	%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial and industrial	$12	$32	$80	$51	$81	($20)	(63	%)	($69)	(85)		$124	$196	($72)	(37	%)
Commercial real estate	5	—	53	70	42	5	100		(37)	(88)		58	42	16	38
Leases	—	13	1	24	48	(13)	(100)		(48)	(100)		14	54	(40)	(74)
Total commercial	17	45	134	145	171	(28)	(62)		(154)	(90)		196	292	(96)	(33)
Residential mortgages	2	1	—	2	2	1	100		—	—		3	5	(2)	(40)
Home equity	3	3	4	5	6	—	—		(3)	(50)		10	20	(10)	(50)
Automobile	14	15	25	22	22	(1)	(7)		(8)	(36)		54	92	(38)	(41)
Education	18	18	13	10	9	—	—		9	100		49	41	8	20
Other retail	33	43	51	48	47	(10)	(23)		(14)	(30)		127	161	(34)	(21)
Total retail	70	80	93	87	86	(10)	(13)		(16)	(19)		243	319	(76)	(24)
Total gross charge-offs	$87	$125	$227	$232	$257	($38)	(30	%)	($170)	(66	%)	$439	$611	($172)	(28	%)
GROSS RECOVERIES
Commercial and industrial	$2	$4	$3	$4	$1	($2)	(50	%)	$1	100	%	$9	$7	$2	29	%
Commercial real estate	—	—	27	1	—	—	—		—	—		27	—	27	100
Leases	1	—	—	—	—	1	100		1	100		1	—	1	100
Total commercial	3	4	30	5	1	(1)	(25)		2	200		37	7	30	NM
Residential mortgages	2	2	1	2	2	—	—		—	—		5	4	1	25
Home equity	15	13	11	11	8	2	15		7	88		39	27	12	44
Automobile	12	17	14	13	15	(5)	(29)		(3)	(20)		43	38	5	13
Education	5	5	6	4	4	—	—		1	25		16	12	4	33
Other retail	6	6	7	7	8	—	—		(2)	(25)		19	20	(1)	(5)
Total retail	40	43	39	37	37	(3)	(7)		3	8		122	101	21	21
Total gross recoveries	$43	$47	$69	$42	$38	($4)	(9	%)	$5	13	%	$159	$108	$51	47	%
NET CHARGE-OFFS (RECOVERIES)
Commercial and industrial	$10	$28	$77	$47	$80	($18)	(64	%)	($70)	(88)		$115	$189	($74)	(39)
Commercial real estate	5	—	26	69	42	5	100		(37)	(88)		31	42	(11)	(26)
Leases	(1)	13	1	24	48	(14)	NM		(49)	NM		13	54	(41)	(76)
Total commercial	14	41	104	140	170	(27)	(66)		(156)	(92)		159	285	(126)	(44)
Residential mortgages	—	(1)	(1)	—	—	1	100		—	—		(2)	1	(3)	NM
Home equity	(12)	(10)	(7)	(6)	(2)	(2)	(20)		(10)	NM		(29)	(7)	(22)	NM
Automobile	2	(2)	11	9	7	4	NM		(5)	(71)		11	54	(43)	(80)
Education	13	13	7	6	5	—	—		8	160		33	29	4	14
Other retail	27	37	44	41	39	(10)	(27)		(12)	(31)		108	141	(33)	(23)
Total retail	30	37	54	50	49	(7)	(19)		(19)	(39)		121	218	(97)	(44)
Total net charge-offs	$44	$78	$158	$190	$219	($34)	(44	%)	($175)	(80	%)	$280	$503	($223)	(44	%)

16

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																		FOR THE NINE MONTHS ENDED SEPTEMBER 30,
											3Q21 Change												2021 Change
	3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				2021		2020		2020
											$/bps		%		$/bps		%						$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial and industrial	0.09	%	0.25	%	0.70	%	0.41	%	0.68	%	(16)	bps			(59)	bps			0.35	%	0.54	%	(19)	bps
Commercial real estate	0.12		—		0.73		1.88		1.13		12	bps			(101)	bps			0.28		0.39		(11)	bps
Leases	(0.22)		2.97		0.26		4.44		7.99		(319)	bps			(821)	bps			1.01		2.99		(198)	bps
Total commercial	0.09		0.27		0.69		0.91		1.06		(18)	bps			(97)	bps			0.35		0.60		(25)	bps
Residential mortgages	—		(0.03)		(0.01)		—		—		3	bps			—	bps			(0.01)		0.01		(2)	bps
Home equity	(0.42)		(0.33)		(0.25)		(0.19)		(0.10)		(9)	bps			(32)	bps			(0.33)		(0.08)		(25)	bps
Automobile	0.06		(0.04)		0.35		0.29		0.24		10	bps			(18)	bps			0.12		0.60		(48)	bps
Education	0.41		0.40		0.24		0.18		0.21		1	bps			20	bps			0.35		0.36		(1)	bps
Other retail	1.99		2.63		3.00		2.62		2.46		(64)	bps			(47)	bps			2.55		2.88		(33)	bps
Total retail	0.19		0.24		0.35		0.32		0.32		(5)	bps			(13)	bps			0.26		0.48		(22)	bps
Total loans and leases	0.14	%	0.25	%	0.52	%	0.61	%	0.70	%	(11)	bps			(56)	bps			0.30	%	0.54	%	(24)	bps
Memo: Average loans
Commercial and industrial	$42,330		$44,388		$44,287		$44,594		$46,844		($2,058)		(5	%)	($4,514)		(10	%)	$43,661		$46,813		($3,152)		(7	%)
Commercial real estate	14,656		14,473		14,675		14,745		14,644		183		1		12		—		14,601		14,354		247		2
Leases	1,695		1,792		1,915		2,176		2,373		(97)		(5)		(678)		(29)		1,800		2,427		(627)		(26)
Total commercial	58,681		60,653		60,877		61,515		63,861		(1,972)		(3)		(5,180)		(8)		60,062		63,594		(3,532)		(6)
Residential mortgages	20,834		20,242		19,388		19,543		19,427		592		3		1,407		7		20,160		19,056		1,104		6
Home equity	11,829		11,825		12,001		12,239		12,416		4		—		(587)		(5)		11,884		12,730		(846)		(7)
Automobile	13,136		12,526		12,229		12,066		12,019		610		5		1,117		9		12,634		12,063		571		5
Education	12,707		12,632		12,436		11,931		10,929		75		1		1,778		16		12,593		10,908		1,685		15
Other retail	5,454		5,612		5,916		6,167		6,260		(158)		(3)		(806)		(13)		5,659		6,556		(897)		(14)
Total retail	63,960		62,837		61,970		61,946		61,051		1,123		2		2,909		5		62,930		61,313		1,617		3
Total loans and leases	$122,641		$123,490		$122,847		$123,461		$124,912		($849)		(1	%)	($2,271)		(2	%)	$122,992		$124,907		($1,915)		(2	%)

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
						3Q21 Change								2021 Change
	3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
						$	%		$	%				$	%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$1,947	$2,194	$2,443	$2,542	$2,448	($247)	(11	%)	($501)	(20	%)	$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	1,947	2,194	2,443	2,542	2,448	(247)	(11)		(501)	(20)		2,443	1,705	738	43
Charge-offs:
Commercial	17	45	134	145	171	(28)	(62)		(154)	(90)		196	292	(96)	(33)
Retail	70	80	93	87	86	(10)	(13)		(16)	(19)		243	319	(76)	(24)
Total charge-offs	87	125	227	232	257	(38)	(30)		(170)	(66)		439	611	(172)	(28)
Recoveries:
Commercial	3	4	30	5	1	(1)	(25)		2	200		37	7	30	NM
Retail	40	43	39	37	37	(3)	(7)		3	8		122	101	21	21
Total recoveries	43	47	69	42	38	(4)	(9)		5	13		159	108	51	47
Net charge-offs	44	78	158	190	219	(34)	(44)		(175)	(80)		280	503	(223)	(44)
Provision for loan and lease losses:
Commercial	(72)	(152)	17	84	224	80	53		(296)	NM		(207)	1,076	(1,283)	NM
Retail	24	(17)	(108)	7	89	41	NM		(65)	(73)		(101)	264	(365)	NM
Total provision for loan and lease losses	(48)	(169)	(91)	91	313	121	72		(361)	NM		(308)	1,340	(1,648)	NM
Allowance for loan and lease losses - ending	$1,855	$1,947	$2,194	$2,443	$2,542	($92)	(5	%)	($687)	(27	%)	$1,855	$2,542	($687)	(27	%)
Allowance for unfunded lending commitments - beginning	$134	$178	$227	$194	$79	($44)	(25	%)	$55	70	%	$227	$44	$183	NM
Cumulative effect of change in accounting principle	—	—	—	—	—	—	—		—	—		—	(2)	2	100
Provision for unfunded lending commitments	15	(44)	(49)	33	115	59	NM		(100)	(87)		(78)	152	(230)	NM
Allowance for unfunded lending commitments - ending	$149	$134	$178	$227	$194	$15	11	%	($45)	(23)		$149	$194	($45)	(23)
Total allowance for credit losses - ending	$2,004	$2,081	$2,372	$2,670	$2,736	($77)	(4	%)	($732)	(27	%)	$2,004	$2,736	($732)	(27	%)
Memo: Total allowance for credit losses by product
Commercial	$997	$1,074	$1,311	$1,419	$1,441	($77)	(7	%)	($444)	(31	%)	$997	$1,441	($444)	(31	%)
Retail	1,007	1,007	1,061	1,251	1,295	—	—		(288)	(22)		1,007	1,295	(288)	(22)
Total allowance for credit losses	$2,004	$2,081	$2,372	$2,670	$2,736	($77)	(4	%)	($732)	(27	%)	$2,004	$2,736	($732)	(27	%)

18

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF																FOR THE NINE MONTHS ENDED SEPTEMBER 30,
											SEPTEMBER 30, 2021 CHANGE								2021 Change
	Sept 30, 2021		June 30, 2021		Mar 31, 2021		Dec 31, 2020		Sept 30, 2020		June 30, 2021			September 30, 2020			2021	2020	2020
											$	%		$	%				$	%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$15,584		$15,266		$14,867		$14,607		$14,345		$318	2	%	$1,239	9	%
Tier 1 capital	17,598		17,280		16,832		16,572		16,310		318	2		1,288	8
Total capital	20,295		20,111		19,879		19,602		19,427		184	1		868	4
Risk-weighted assets	151,796		148,563		147,817		146,781		146,131		3,233	2		5,665	4
Adjusted average assets1	180,528		178,929		176,890		175,370		171,938		1,599	1		8,590	5
CET1 capital ratio	10.3	%	10.3	%	10.1	%	10.0	%	9.8	%
Tier 1 capital ratio	11.6		11.6		11.4		11.3		11.2
Total capital ratio	13.4		13.5		13.4		13.4		13.3
Tier 1 leverage ratio	9.7		9.7		9.5		9.4		9.5
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders' equity	$21,409		$21,185		$20,688		$20,708		$20,504		$224	1	%	$905	4	%	$21,409	$20,504	$905	4	%
Less: Goodwill	7,065		7,050		7,050		7,050		7,050		15	—		15	—		7,065	7,050	15	—
Less: Other intangible assets	51		52		54		58		60		(1)	(2)		(9)	(15)		51	60	(9)	(15)
Add: Deferred tax liabilities2	384		383		380		379		377		1	—		7	2		384	377	7	2
Total tangible common equity	$14,677		$14,466		$13,964		$13,979		$13,771		$211	1	%	$906	7	%	$14,677	$13,771	$906	7	%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders' equity	$21,326		$20,833		$20,611		$20,547		$20,534		$493	2	%	$792	4	%	$20,926	$20,401	$525	3	%
Less: Goodwill	7,055		7,050		7,050		7,050		7,050		5	—		5	—		7,052	7,049	3	—
Less: Other intangible assets	52		53		57		60		62		(1)	(2)		(10)	(16)		54	65	(11)	(17)
Add: Deferred tax liabilities2	383		381		379		377		375		2	1		8	2		381	375	6	2
Total tangible common equity	$14,602		$14,111		$13,883		$13,814		$13,797		$491	3	%	$805	6	%	$14,201	$13,662	$539	4	%
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$7,065		$7,050		$7,050		$7,050		$7,050		$15	—	%	$15	—	%	$7,065	$7,050	$15	—	%
Other intangible assets	51		52		54		58		60		(1)	(2)		(9)	(15)		51	60	(9)	(15)
Total intangible assets	$7,116		$7,102		$7,104		$7,108		$7,110		$14	—	%	$6	—	%	$7,116	$7,110	$6	—	%

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 NINE MONTHS ENDED SEPTEMBER 30,
							3Q21 Change								2021 Change
		3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
							$	%		$	%				$	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,659	$1,609	$1,659	$1,707	$1,791	$50	3	%	($132)	(7	%)	$4,927	$5,198	($271)	(5	%)
Less: Notable items		—	—	—	—	—	—	—		—	—		—	—	—	—
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,609	$1,659	$1,707	$1,791	$50	3	%	($132)	(7	%)	$4,927	$5,198	($271)	(5	%)
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$1,011	$991	$1,018	$1,012	$988	$20	2	%	$23	2	%	$3,020	$2,979	$41	1	%
Less: Notable items		23	11	20	42	31	12	109		(8)	(26)		54	83	(29)	(35)
Noninterest expense, Underlying (non-GAAP)	D	$988	$980	$998	$970	$957	$8	1	%	$31	3	%	$2,966	$2,896	$70	2	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,659	$1,609	$1,659	$1,707	$1,791	$50	3	%	($132)	(7	%)	$4,927	$5,198	($271)	(5	%)
Less: Noninterest expense (GAAP)	C	1,011	991	1,018	1,012	988	20	2		23	2		3,020	2,979	41	1
Pre-provision profit (GAAP)		$648	$618	$641	$695	$803	$30	5	%	($155)	(19	%)	$1,907	$2,219	($312)	(14	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659	$1,609	$1,659	$1,707	$1,791	$50	3	%	($132)	(7	%)	$4,927	$5,198	($271)	(5	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	988	980	998	970	957	8	1		31	3		2,966	2,896	70	2
Pre-provision profit, Underlying (non-GAAP)		$671	$629	$661	$737	$834	$42	7	%	($163)	(20	%)	$1,961	$2,302	($341)	(15	%)
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$681	$831	$781	$571	$375	($150)	(18	%)	$306	82	%	$2,293	$727	$1,566	215	%
Less: Expense before income tax benefit related to notable items		(23)	(11)	(20)	(42)	(31)	(12)	(109)		8	26		(54)	(83)	29	35
Income before income tax expense, Underlying (non-GAAP)	F	$704	$842	$801	$613	$406	($138)	(16	%)	$298	73	%	$2,347	$810	$1,537	190	%
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$151	$183	$170	$115	$61	($32)	(17	%)	$90	148	%	$504	$126	$378	NM
Less: Income tax benefit related to notable items		(7)	(3)	(5)	(18)	(7)	(4)	(133)		—	—		(15)	(24)	9	38
Income tax expense, Underlying (non-GAAP)	H	$158	$186	$175	$133	$68	($28)	(15	%)	$90	132	%	$519	$150	$369	246	%
Net income, Underlying:
Net income (GAAP)	I	$530	$648	$611	$456	$314	($118)	(18	%)	$216	69	%	$1,789	$601	$1,188	198	%
Add: Notable items, net of income tax benefit		16	8	15	24	24	8	100		(8)	(33)		39	59	(20)	(34)
Net income, Underlying (non-GAAP)	J	$546	$656	$626	$480	$338	($110)	(17	%)	$208	62	%	$1,828	$660	$1,168	177	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$504	$616	$588	$424	$289	($112)	(18	%)	$215	74	%	$1,708	$526	$1,182	225	%
Add: Notable items, net of income tax benefit		16	8	15	24	24	8	100		(8)	(33)		39	59	(20)	(34)
Net income available to common stockholders, Underlying (non-GAAP)	L	$520	$624	$603	$448	$313	($104)	(17	%)	$207	66	%	$1,747	$585	$1,162	199	%

21

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																		FOR THE NINE MONTHS ENDED SEPTEMBER 30,
												3Q21 Change												2021 Change
		3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				2021		2020		2020
												$/bps		%		$/bps		%						$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,659		$1,609		$1,659		$1,707		$1,791		$50		3.11	%	($132)		(7.33	%)	$4,927		$5,198		($271)		(5.20	%)
Less: Noninterest expense (GAAP)	C	1,011		991		1,018		1,012		988		20		1.91		23		2.31		3,020		2,979		41		1.39
Operating leverage														1.20	%			(9.64	%)							(6.59	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,659		$1,609		$1,659		$1,707		$1,791		$50		3.11	%	($132)		(7.33	%)	$4,927		$5,198		($271)		(5.20	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	988		980		998		970		957		8		0.78		31		3.26		2,966		2,896		70		2.45
Operating leverage, Underlying (non-GAAP)														2.33	%			(10.59	%)							(7.65	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	60.92	%	61.63	%	61.35	%	59.28	%	55.18	%	(71)	bps			574	bps			61.30	%	57.31	%	399	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	59.55		60.92		60.19		56.83		53.44		(137)	bps			611	bps			60.21		55.72		449	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	22.35	%	21.96	%	21.76	%	20.16	%	16.10	%	39	bps			625	bps			22.01	%	17.27	%	474	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	22.45		22.01		21.85		21.70		16.79		44	bps			566	bps			22.09		18.57		352	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$21,326		$20,833		$20,611		$20,547		$20,534		$493		2	%	$792		4	%	$20,926		$20,401		$525		3	%
Return on average common equity	K/M	9.39	%	11.85	%	11.57	%	8.20	%	5.60	%	(246)	bps			379	bps			10.91	%	3.45	%	746	bps
Return on average common equity, Underlying (non-GAAP)	L/M	9.70		12.02		11.85		8.66		6.05		(232)	bps			365	bps			11.17		3.83		734	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$21,326		$20,833		$20,611		$20,547		$20,534		$493		2	%	$792		4	%	$20,926		$20,401		$525		3	%
Less: Average goodwill (GAAP)		7,055		7,050		7,050		7,050		7,050		5		—		5		—		7,052		7,049		3		—
Less: Average other intangibles (GAAP)		52		53		57		60		62		(1)		(2)		(10)		(16)		54		65		(11)		(17)
Add: Average deferred tax liabilities related to goodwill (GAAP)		383		381		379		377		375		2		1		8		2		381		375		6		2
Average tangible common equity	N	$14,602		$14,111		$13,883		$13,814		$13,797		$491		3	%	$805		6	%	$14,201		$13,662		$539		4	%
Return on average tangible common equity	K/N	13.71	%	17.50	%	17.17	%	12.20	%	8.33	%	(379)	bps			538	bps			16.08	%	5.15	%	1,093	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	14.17		17.74		17.59		12.89		9.00		(357)	bps			517	bps			16.46		5.71		1,075	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$186,108		$184,456		$182,569		$181,061		$177,675		$1,652		1	%	$8,433		5	%	$184,391		$174,892		$9,499		5	%
Return on average total assets	I/O	1.13	%	1.41	%	1.36	%	1.00	%	0.70	%	(28)	bps			43	bps			1.30	%	0.46	%	84	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.16		1.43		1.39		1.05		0.76		(27)	bps			40	bps			1.33		0.50		83	bps

22

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																		FOR THE NINE MONTHS ENDED SEPTEMBER 30,
												3Q21 Change												2021 Change
		3Q21		2Q21		1Q21		4Q20		3Q20		2Q21				3Q20				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	$186,108		$184,456		$182,569		$181,061		$177,675		$1,652		1	%	$8,433		5	%	$184,391		$174,892		$9,499		5	%
Less: Average goodwill (GAAP)		7,055		7,050		7,050		7,050		7,050		5		—		5		—		7,052		7,049		3		—
Less: Average other intangibles (GAAP)		52		53		57		60		62		(1)		(2)		(10)		(16)		54		65		(11)		(17)
Add: Average deferred tax liabilities related to goodwill (GAAP)		383		381		379		377		375		2		1		8		2		381		375		6		2
Average tangible assets	Q	$179,384		$177,734		$175,841		$174,328		$170,938		$1,650		1	%	$8,446		5	%	$177,666		$168,153		$9,513		6	%
Return on average total tangible assets	I/Q	1.17	%	1.46	%	1.41	%	1.04	%	0.73	%	(29)	bps			44	bps			1.35	%	0.48	%	87	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.21		1.48		1.44		1.10		0.79		(27)	bps			42	bps			1.38		0.52		86	bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	426,199,576		426,083,143		425,930,159		427,209,831		427,073,084		116,433		—	%	(873,508)		—	%	426,199,576		427,073,084		(873,508)		—	%
Common stockholders' equity (GAAP)		$21,409		$21,185		$20,688		$20,708		$20,504		$224		1		$905		4		$21,409		$20,504		$905		4
Less: Goodwill (GAAP)		7,065		7,050		7,050		7,050		7,050		15		—		15		—		7,065		7,050		15		—
Less: Other intangible assets (GAAP)		51		52		54		58		60		(1)		(2)		(9)		(15)		51		60		(9)		(15)
Add: Deferred tax liabilities related to goodwill (GAAP)		384		383		380		379		377		1		—		7		2		384		377		7		2
Tangible common equity	S	$14,677		$14,466		$13,964		$13,979		$13,771		$211		1	%	$906		7	%	$14,677		$13,771		$906		7	%
Tangible book value per common share	S/R	$34.44		$33.95		$32.79		$32.72		$32.24		$0.49		1	%	$2.20		7	%	$34.44		$32.24		$2.20		7	%
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	426,086,717		425,948,706		425,953,716		427,074,822		426,846,096		138,011		—	%	(759,379)		—	%	425,996,867		427,058,412		(1,061,545)		—	%
Average common shares outstanding - diluted (GAAP)	U	427,840,964		427,561,572		427,880,530		428,881,252		427,992,349		279,392		—		(151,385)		—		427,679,885		428,142,358		(462,473)		—
Net income per average common share - basic (GAAP)	K/T	$1.18		$1.45		$1.38		$0.99		$0.68		($0.27)		(19)		$0.50		74		$4.01		$1.23		$2.78		226
Net income per average common share - diluted (GAAP)	K/U	1.18		1.44		1.37		0.99		0.68		(0.26)		(18)		0.50		74		3.99		1.23		2.76		224
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.22		1.47		1.41		1.05		0.73		(0.25)		(17)		0.49		67		4.10		1.37		2.73		199
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.22		1.46		1.41		1.04		0.73		(0.24)		(16)		0.49		67		4.09		1.37		2.72		199
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		$—		—	%	$—		—	%	$1.17		$1.17		$—		—	%
Dividend payout ratio	V/(K/T)	33	%	27	%	28	%	39	%	58	%	615 bps				(2,457) bps				29	%	95	%	(6,575) bps
Dividend payout ratio, Underlying (non-GAAP)	V/(L/T)	32		27		28		37		53		500 bps				(2,130) bps				29		85		(5,648) bps

23

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

	QUARTERLY TRENDS											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
						3Q21 Change								2021 Change
	3Q21	2Q21	1Q21	4Q20	3Q20	2Q21			3Q20			2021	2020	2020
						$	%		$	%				$/bps	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$509	$524	$548	$537	$524	($15)	(3	%)	($15)	(3	%)	$1,581	$1,586	($5)	—	%
Less: Notable items	(13)	—	—	18	13	(13)	(100)		(26)	(200)		(13)	27	(40)	(148)
Salaries and employee benefits, Underlying (non-GAAP)	$522	$524	$548	$519	$511	($2)	—	%	$11	2	%	$1,594	$1,559	$35	2	%
Equipment and software, Underlying:
Equipment and software(GAAP)	$157	$155	$152	$141	$149	$2	1	%	$8	5	%	$464	$424	$40	9	%
Less: Notable items	7	4	4	1	1	3	75		6	NM		15	2	13	NM
Equipment and software, Underlying (non-GAAP)	$150	$151	$148	$140	$148	($1)	(1	%)	$2	1	%	$449	$422	$27	6	%
Outside services, Underlying:
Outside services (GAAP)	$144	$137	$139	$148	$139	$7	5	%	$5	4	%	$420	$405	$15	4	%
Less: Notable items	12	4	7	17	16	8	200		(4)	(25)		23	46	(23)	(50)
Outside services, Underlying (non-GAAP)	$132	$133	$132	$131	$123	($1)	(1	%)	$9	7	%	$397	$359	$38	11	%
Occupancy, Underlying:
Occupancy (GAAP)	$77	$82	$88	$84	$81	($5)	(6	%)	($4)	(5	%)	$247	$247	$—	—	%
Less: Notable items	1	3	9	6	1	(2)	(67)		—	—		13	8	5	63
Occupancy, Underlying (non-GAAP)	$76	$79	$79	$78	$80	($3)	(4	%)	($4)	(5	%)	$234	$239	($5)	(2	%)
Other operating expense, Underlying:
Other operating expense (GAAP)	$124	$93	$91	$102	$95	$31	33	%	$29	31	%	$308	$317	($9)	(3	%)
Less: Notable items	16	—	—	—	—	16	100		16	100		16	—	16	100
Other operating expense, Underlying (non-GAAP)	$108	$93	$91	$102	$95	$15	16	%	$13	14	%	$292	$317	($25)	(8	%)

24

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

		THIRD QUARTER 2021							SECOND QUARTER 2021							FIRST QUARTER 2021
		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	$336		$274		($80)	$530		$286		$265		$97	$648		$302		$211		$98	$611
Less: Preferred stock dividends		—		—		26	26		—		—		32	32		—		—		23	23
Net income (loss) available to common stockholders	B	$336		$274		($106)	$504		$286		$265		$65	$616		$302		$211		$75	$588
Return on average total tangible assets:
Average total assets (GAAP)		$75,070		$56,702		$54,336	$186,108		$75,600		$57,527		$51,329	$184,456		$75,283		$57,738		$49,548	$182,569
Less: Average goodwill (GAAP)		122		57		6,876	7,055		122		52		6,876	7,050		122		52		6,876	7,050
Average other intangibles (GAAP)		34		5		13	52		35		4		14	53		37		5		15	57
Add: Average deferred tax liabilities related to goodwill (GAAP)		4		2		377	383		4		1		376	381		3		1		375	379
Average tangible assets	C	$74,918		$56,642		$47,824	$179,384		$75,447		$57,472		$44,815	$177,734		$75,127		$57,682		$43,032	$175,841
Return on average total tangible assets	A/C	1.78	%	1.92	%	NM	1.17	%	1.52	%	1.85	%	NM	1.46	%	1.63	%	1.48	%	NM	1.41	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$749		$226		$36	$1,011		$751		$226		$14	$991		$750		$227		$41	$1,018
Net interest income (GAAP)		919		428		(202)	1,145		897		419		(192)	1,124		863		421		(167)	1,117
Noninterest income (GAAP)		315		168		31	514		283		178		24	485		351		170		21	542
Total revenue (GAAP)	E	$1,234		$596		($171)	$1,659		$1,180		$597		($168)	$1,609		$1,214		$591		($146)	$1,659
Efficiency ratio	D/E	60.73	%	38.02	%	NM	60.92	%	63.62	%	37.86	%	NM	61.63	%	61.79	%	38.33	%	NM	61.35	%

		FOURTH QUARTER 2020							THIRD 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	$322		$221		($87)	$456		$407		$153		($246)	$314
Less: Preferred stock dividends		—		—		32	32		—		—		25	25
Net income (loss) available to common stockholders	B	$322		$221		($119)	$424		$407		$153		($271)	$289
Return on average total tangible assets:
Average total assets (GAAP)		$74,392		$58,212		$48,457	$181,061		$73,605		$60,889		$43,181	$177,675
Less: Average goodwill (GAAP)		122		52		6,876	7,050		122		52		6,876	7,050
Average other intangibles (GAAP)		39		5		16	60		40		5		17	62
Add: Average deferred tax liabilities related to goodwill (GAAP)		3		1		373	377		2		1		372	375
Average tangible assets	C	$74,234		$58,156		$41,938	$174,328		$73,445		$60,833		$36,660	$170,938
Return on average total tangible assets	A/C	1.72	%	1.51	%	NM	1.04	%	2.21	%	1.01	%	NM	0.73	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$749		$216		$47	$1,012		$742		$210		$36	$988
Net interest income (GAAP)		859		438		(168)	1,129		845		421		(129)	1,137
Noninterest income (GAAP)		375		182		21	578		495		144		15	654
Total revenue (GAAP)	E	$1,234		$620		($147)	$1,707		$1,340		$565		($114)	$1,791
Efficiency ratio	D/E	60.75	%	34.94	%	NM	59.28	%	55.35	%	37.03	%	NM	55.18	%

25

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

(in millions, except ratio data)

		FOR THE NINE MONTHS ENDED SEPTEMBER 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	$924		$750		$115	$1,789		$963		$553		($915)	$601
Less: Preferred stock dividends		—		—		81	81		—		—		75	75
Net income (loss) available to common stockholders	B	$924		$750		$34	$1,708		$963		$553		($990)	$526
Return on average total tangible assets:
Average total assets (GAAP)		$75,317		$57,318		$51,756	$184,391		$71,227		$61,722		$41,943	$174,892
Less: Average goodwill (GAAP)		122		54		6,876	7,052		122		51		6,876	7,049
Average other intangibles (GAAP)		35		5		14	54		42		6		17	65
Add: Average deferred tax liabilities related to goodwill (GAAP)		4		1		376	381		2		1		372	375
Average tangible assets	C	$75,164		$57,260		$45,242	$177,666		$71,065		$61,666		$35,422	$168,153
Return on average total tangible assets	A/C	1.64	%	1.75	%	NM	1.35	%	1.81	%	1.20	%	NM	0.48	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$2,250		$679		$91	$3,020		$2,215		$644		$120	$2,979
Net interest income (GAAP)		2,679		1,268		(561)	3,386		2,452		1,205		(200)	3,457
Noninterest income (GAAP)		949		516		76	1,541		1,280		413		48	1,741
Total revenue (GAAP)	E	$3,628		$1,784		($485)	$4,927		$3,732		$1,618		($152)	$5,198
Efficiency ratio	D/E	62.02	%	38.07	%	NM	61.30	%	59.34	%	39.77	%	NM	57.31	%

26

XML

Document and Entity Information Document	Oct. 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	Oct. 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	203
Local Phone Number	900-6715
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