8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 17, 2020

CITIZENS FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36636	05-0412693
(State or other jurisdiction of incorporation )	(Commission File No.)	(IRS Employer Identification No.)
One Citizens Plaza Providence, RI		02903
(Address of principal executive offices)		(Zip code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company  ☐

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

Item 2.02   Results of Operations and Financial Condition.

On July 17, 2020, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2020 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01   Regulation FD Disclosure.

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

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

Item 9.01   Financial Statements and Exhibits.

	Exhibit Number	Description
(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated July 17, 2020
	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued July 17, 2020
	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for second quarter 2020
	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

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

Date: July 17, 2020

EX-99.1

Exhibit 99.1

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

$253 million and EPS of $0.53

Underlying Net Income of $263 million and EPS of $0.55*

CECL-related reserve build of $317 million, or $0.59 per share, tied to

COVID-19 impacts

CET1 ratio remains strong, increases to 9.6%

Record revenue with noninterest income up 28% year over year, paced by record results in Mortgage

4.6% positive operating leverage year over year, 5.9% on an Underlying basis

Tangible book value per share stable at $32, up 4% year over year

PROVIDENCE, RI (July 17, 2020) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported second quarter net income of $253 million, compared with $453 million in second quarter 2019, with earnings per share of $0.53, compared with $0.95 per share in second quarter 2019. Second quarter 2020 results reflect a net $10 million, or $(0.02) per share, after-tax reduction from notable items compared with a net $5 million, or $(0.01) per share, in second quarter 2019 and a net $25 million, or $(0.06) per share, in first quarter 2020. Second quarter 2020 Return on Average Tangible Common Equity* (“ROTCE”) of 6.6% compares with 12.8% in second quarter 2019 and 0.4% in first quarter 2020.

On an Underlying basis, which excludes notable items, second quarter 2020 net income available to common stockholders of $235 million compares with $440 million in second quarter 2019 and $37 million in first quarter 2020. Underlying EPS of $0.55 per share compares with $0.96 in second quarter 2019 and $0.09 in first quarter 2020. Underlying second quarter 2020 ROTCE of 6.9% compares with 12.9% in second quarter 2019 and 1.1% in first quarter 2020. Tangible book value per common share of $32.13 compares with $30.88 for second quarter 2019 and $31.97 for first quarter 2020.

In second quarter 2020, Citizens recorded provision for credit losses of $464 million pre-tax, or $0.87 per share after-tax, including a net reserve build under CECL of $317 million pre-tax, or $0.59 per share after-tax, primarily tied to COVID-19 impacts. In addition, in second quarter 2020 the company transferred $936 million of education loans to held for sale in connection with balance sheet optimization strategies and reallocated approximately $100 million of associated credit reserves to the remaining loan portfolio. In first quarter 2020, the company recorded provision for credit losses of $600 million pre-tax, or $1.10 per share after-tax, which includes a $463 million pre-tax, or $0.85 per share after-tax, net reserve build tied to COVID-19 impacts.

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

Citizens Financial Group, Inc.

On an Underlying basis and before the reserve build, second quarter 2020 net income available to common stockholders, reflecting net charge-offs of $147 million, totaled $490 million, EPS was $1.14 per share, and ROTCE was 14.4%. This compares to first quarter 2020 Underlying net income available to common stockholders reflecting net charge-offs of $402 million, EPS of $0.94 per share, and ROTCE of 12.0%.

Citizens remains strongly capitalized and maintains ample liquidity to assist companies in navigating these challenging times. At June 30, 2020, the common equity tier 1 (“CET1”) capital ratio increased to 9.6%, the spot loans-to-deposits ratio was 87.5%, or 84.3% excluding U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans, and the liquidity coverage ratio was fully compliant. In second quarter 2020, the increase in the allowance for credit losses results in a June 30, 2020 allowance for credit losses (“ACL”) of $2.5 billion and an ACL to loans ratio of 2.01%, or 2.09% excluding PPP loans. Citizens has continued to work with borrowers by providing forbearance, and as of June 30, 2020 had approximately 129,000 consumers in forbearance. In addition, Citizens has been working proactively with commercial customers seeking flexibility on loan terms and conditions. Citizens secured financing through the PPP program for approximately 49,000 of its small business customers, providing $4.7 billion in loans and supporting over 540,000 jobs.

”This was an outstanding quarter for Citizens in all respects,” said Chairman and CEO Bruce Van Saun. “We successfully navigated the challenging external environment, taking great care of customers and colleagues, while demonstrating the diversification and resilience of our business model. We posted record revenue and pre-provision profit, built a strong loan loss reserve, and grew our CET1 capital ratio to 9.6%. We were also pleased to announce further commitments to diversity and inclusion, along with initiatives to promote racial equity and social justice.”

Citizens also announced today that its board of directors declared a third quarter 2020 common stock dividend of $0.39 per share. The dividend is payable on August 12, 2020 to shareholders of record at the close of business on July 29, 2020. The quarterly dividend is 8% higher than the year-ago quarter.

Second quarter 2020 vs. second quarter 2019

Key highlights

• Second quarter 2020 highlights include record revenue of $1.7 billion, up 7%, reflecting stable net interest income and a 28% increase in noninterest income driven by record results in mortgage banking.

• Second quarter 2020 results reflect a net $10 million after-tax reduction, or $(0.02) per share, from notable items compared with a net $5 million after-tax reduction, or $(0.01) per share, in second quarter 2019.

• Results reflect an efficiency ratio of 55.9%, operating leverage of 4.6% and ROTCE of 6.6%, with Underlying ROTCE of 6.9%; Underlying operating leverage of 5.9% reflects continued strong focus on top-line growth and expense management, while the Underlying efficiency ratio was 54.9%.

• Provision for credit losses of $464 million includes a reserve build of $317 million, primarily tied to COVID-19 impacts.

2

Citizens Financial Group, Inc.

• Tangible book value per share of $32.13 compares with $30.88 for second quarter 2019. Fully diluted average common shares outstanding decreased by 31.7 million shares, or 7%.

Results

• Total revenue increased $122 million, or 7%, reflecting stable net interest income and record noninterest income.

• Net interest income was stable, reflecting lower funding costs and 11% growth in interest-earning assets, offset by the impact of the lower rate and challenging yield-curve environment on asset yields.

• Net interest margin of 2.88% decreased 33 basis points, reflecting the negative impact of lower interest rates and higher cash balances given strong deposit flows, partially offset by lower funding costs and improved mix. Interest-bearing deposit costs decreased 82 basis points, reflecting strong pricing discipline.

• Record noninterest income of $590 million increased 28%, driven by record results in mortgage banking given strong origination volumes and improved gain-on-sale margins, as well as strength in capital markets fees. Foreign exchange and interest rate products reflect good underlying business performance given improved market conditions. Service charges and fees, card fees and trust and investment services fees were lower reflecting COVID-19 impacts. Other income declined from second quarter 2019 levels that reflected higher leasing income.

• Noninterest expense of $979 million increased 3%. Underlying noninterest expense of $960 million increased 2%, reflecting higher equipment and software expense given continued investments in technology, as well as an increase in outside services, partially offset by lower occupancy and other operating expense. Salaries and employee benefits expense was relatively stable.

• Provision for credit losses of $464 million compares with $97 million in second quarter 2019. Higher net charge-offs reflect an increase in commercial, partially offset by a decrease in retail given the impact of forbearance.

Balance Sheet

• Period-end loan growth of $8.9 billion, or 8%, reflects 14% growth in commercial, which includes approximately $4.7 billion of PPP loans to small business customers, higher line of credit utilization tied to COVID-19 disruption, as well as 2% growth in retail. Loan growth was 10% before the impact of planned loan sales activity tied to balance sheet optimization strategies.

• Period-end deposit growth of $19.6 billion, or 16%, outpaced loan growth given strong deposit flows, as consumers and small businesses benefited from government stimulus and corporate clients built liquidity.

• Average interest-earning assets increased $16.1 billion, or 11%, driven by 9% loan growth, which includes the $3.4 billion average impact of the PPP loans, as well as higher commercial line of credit utilization of $4.9 billion tied to COVID-19 disruption. Loan growth was 11% before the impact of planned loan sales activity tied to balance sheet optimization strategies.

• Average deposits increased $18.4 billion, or 15%, reflecting growth in money market accounts, demand deposits, savings and checking with interest partially offset by a decrease in term deposits.

• Average loan-to-deposit ratio improved to 90.9%, or 88.5% excluding PPP loans, from 95.6%; period-end loan-to-deposit ratio of 87.5%, or 84.3% excluding PPP loans, compares with 94.2% in second quarter 2019.

3

Citizens Financial Group, Inc.

• Allowance coverage for loans of 2.01%, or 2.09% excluding PPP loans, compares with 1.13% as of June 30, 2019, reflecting the first quarter 2020 implementation of CECL and the provisions associated with COVID-19 impacts.

• Nonaccrual loans to loans ratio of 0.79% compares with 0.62% as of June 30, 2019.

• Allowance coverage of nonaccrual loans of 255% compares with 182% as of June 30, 2019, reflecting the first quarter 2020 implementation of CECL and the provisions associated with COVID-19 impacts.

• Capital remains strong, with a CET1 ratio of 9.6%.

• Citizens paid $168 million in dividends to common shareholders.

Second quarter 2020 vs. first quarter 2020

Key highlights

• Second quarter 2020 highlights include record revenue of $1.7 billion, up 6%, reflecting stable net interest income and record noninterest income, up 19%.

• Second quarter 2020 results reflect a net $10 million after-tax reduction, or $(0.02) per share, from notable items compared with a net $25 million after-tax reduction, or ($0.06) per share, in first quarter 2020.

• Results reflect an efficiency ratio of 55.9%; Underlying efficiency ratio of 54.9% compares with 59.1% in first quarter 2020, reflecting record revenue and well-controlled expenses. Continued strong focus on top-line growth and expense management helped drive positive operating leverage of 9.0%, or 7.6% on an Underlying basis.

• Provision for credit losses of $464 million includes a reserve build of $317 million, primarily associated with COVID-19 impacts. This compares with $600 million in first quarter 2020, which includes a $463 million reserve build associated with COVID-19.

• ROTCE of 6.6% reflects the provision under CECL associated with COVID-19 impacts. Underlying ROTCE of 6.9% compares with 1.1% in first quarter 2020.

• Tangible book value per common share of $32.13 was up 1%. Fully diluted average common shares outstanding decreased by 1.8 million shares.

Results

• Total revenue of $1.7 billion increased 6%, reflecting stable net interest income and record noninterest income.

• Net interest income of $1.2 billion was stable, as the benefit of interest-earning asset growth and improved deposit mix was offset by the impact of lower interest rates.

• Net interest margin of 2.88% decreased 22 basis points, as the negative impact of lower interest rates and higher cash balances and the addition of lower-yielding PPP loans was partially offset by the impact of disciplined deposit pricing and improved funding mix. Interest-bearing deposit costs decreased 46 basis points.

• Record noninterest income of $590 million increased 19%, reflecting record mortgage banking fees and higher capital markets and foreign exchange and interest rate products given improved market conditions. Service charges and fees, card fees and trust and investment services fees were lower reflecting COVID-19 impacts.

4

Citizens Financial Group, Inc.

• Noninterest expense of $979 million decreased $33 million, or 3%, and includes the impact of notable items. On an Underlying basis, noninterest expense of $960 million decreased $19 million, or 2%, largely reflecting seasonally lower salaries and employee benefits expense, partially offset by higher equipment and software expense.

Balance sheet

• Period-end loans decreased $1.8 billion, or 1.4%, reflecting a 2% decrease in commercial, given a $5.4 billion decrease in line of credit utilization, partially offset by approximately $4.7 billion of PPP loans to small business customers.

• Period-end deposit growth of $10.1 billion, or 8%, outpaced loan growth given strong deposit flows, as consumers and small businesses benefited from government stimulus and corporate clients built liquidity.

• Average interest-earning assets increased $11.4 billion, or 8%, driven by 6% loan growth, which includes the $3.4 billion average impact of the PPP loans and higher line of credit utilization of $3.9 billion tied to COVID-19 disruption.

• Average deposits increased 12%, reflecting growth in demand deposits, money market accounts, checking with interest and savings, partially offset by a decrease in term deposits.

• Average loan-to-deposit ratio of 90.9%, or 88.5% excluding PPP loans, compares with 95.6% in first quarter 2020; period-end loan-to-deposit ratio of 87.5%, or 84.3% excluding PPP loans, compares to 95.5% in first quarter 2020.

• Allowance coverage for loans of 2.01%, or 2.09% excluding PPP loans, compares with 1.73% as of March 31, 2020.

• Nonaccrual loans to loan ratio of 0.79% compares with 0.61% as of March 31, 2020.

• Allowance coverage of nonaccrual loans of 255% compares with 283% as of March 31, 2020.

5

Citizens Financial Group, Inc.

Earnings highlights:

	Quarterly Trends
										2Q20 change from
($s in millions, except per share data)	2Q20			1Q20			2Q19			1Q20						2Q19
Earnings										$/bps			%			$/bps			%
Net interest income	$	1,160		$	1,160		$	1,166		$	—			—	%	$	(6	)		(1	) %
Noninterest income		590			497			462			93			19			128			28
Total revenue		1,750			1,657			1,628			93			6			122			7
Noninterest expense		979			1,012			951			(33	)		(3	)		28			3
Pre-provision profit		771			645			677			126			20			94			14
Provision for credit losses		464			600			97			(136	)		(23	)		367				NM
Net income		253			34			453			219				NM		(200	)		(44	)
Preferred dividends		28			22			18			6			27			10			56
Net income available to common stockholders	$	225		$	12		$	435		$	213			NM		$	(210	)		(48	) %
After-tax notable Items		10			25			5			(15	)		(60	)		5			100
Underlying net income	$	263		$	59		$	458		$	204				NM	$	(195	)		(43	) %
Underlying net income available to common stockholders	$	235		$	37		$	440		$	198				NM	$	(205	)		(47	) %
Average common shares outstanding
Basic (in millions)		426.6			427.7			458.2			(1.1	)		—			(31.5	)		(7	)
Diluted (in millions)		427.6			429.4			459.3			(1.8	)		—			(31.7	)		(7	)
Diluted earnings per share	$	0.53		$	0.03		$	0.95		$	0.5				NM	$	(0.42	)		(44	) %
Underlying diluted earnings per share	$	0.55		$	0.09		$	0.96		$	0.46				NM	$	(0.41)			(43	) %
Key performance metrics*
Net interest margin		2.87	%		3.09	%		3.20	%		(22	) bps					(33	) bps
Net interest margin, FTE		2.88			3.10			3.21			(22	)					(33	)
Effective income tax rate		17.7			24.1			21.9			(644	)					(417	)
Efficiency ratio		56			61			58			(519	)					(250	)
Underlying efficiency ratio		55			59			58			(423	)					(317	)
Return on average common equity		4.4			0.2			8.5			420						(410	)
Return on average tangible common equity		6.6			0.4			12.8			626						(613	)
Underlying return on average tangible common equity		6.9			1.1			12.9			580						(599	)
Return on average total assets		0.57			0.08			1.13			49						(56	)
Underlying return on average total tangible assets		0.61	%		0.15	%		1.19	%		46	bps					(58	) bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		9.6	%		9.4	%		10.5	%
Total capital ratio		13.1			12.5			13.4
Tier 1 leverage ratio		9.3			9.6			10.1
Allowance for credit losses to loans and leases		2.01			1.73			1.13			28	bps					88	bps
Asset quality(2)
Nonaccrual loans and leases to loans and leases		0.79	%		0.61	%		0.62	%		18	bps					17	bps
Allowance for credit losses to nonaccrual loans and leases		255			283			182				NM						NM
Net charge-offs as a % of average loans and leases		0.46	%		0.46	%		0.36	%		—	bps					10	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.

6

Citizens Financial Group, Inc.

Notable items:

First and second quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. First and second quarter 2020 and second quarter 2019 results also reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company (“FAMC”) acquisition. These notable items have been excluded from reported results to better reflect Underlying operating results.

Cumulative after-tax integration costs related to the FAMC acquisition totaled $32 million through the end of second quarter 2020.

Notable items - integration costs	2Q20									1Q20									2Q19									Cumulative after-tax integration costs
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			FAMC			Other			Total
Noninterest income	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(3	)	$	—		$	(3	)
Salaries & benefits	$	—		$	—		$	—		$	—		$	—		$	—		$	(2	)	$	(1	)	$	—		$	(10	)	$	—		$	(10	)
Equipment & software		—			—			—			(1	)		(1	)		—			—			—			—			(2	)		—			(2	)
Outside services		(2	)		(1	)		—			(3	)		(2	)		(0.01	)		(5	)		(4	)		(0.01	)		(13	)		(5	)		(18	)
Occupancy		—			—			—			—			—			—			—			—			—			(1	)		—			(1	)
Other expense		—			—			—			—			—			—			—			—			—			(3	)		—			(3	)
Noninterest expense	$	(2	)	$	(1	)	$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(7	)	$	(5	)	$	(0.01	)	$	(29	)		(5	)	$	(34	)
Total Integration costs	$	(2	)	$	(1	)	$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(7	)	$	(5	)	$	(0.01	)	$	(32	)	$	(5	)	$	(37	)
Other notable items - primarily tax and TOP	2Q20									1Q20									2Q19
($s in millions, except per share data)	Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS			Pre-tax			After-tax			EPS
Tax notable items	$	—		$	4		$	0.01		$	—		$	—		$	—		$	—		$	—		$	—
Other notable items - TOP & other actions
Salaries & benefits		(4	)		(4	)		(0.01	)		(10	)		(7	)		(0.02	)		—			—			—
Equipment & software		—			—			—			—			—			—			—			—			—
Outside services		(10	)		(7	)		(0.02	)		(15	)		(12	)		(0.02	)		—			—			—
Occupancy		(3	)		(2	)		—			(4	)		(3	)		(0.01	)		—			—			—
Noninterest expense	$	(17	)	$	(13	)	$	(0.03	)	$	(29	)	$	(22	)	$	(0.05	)	$	—		$	—		$	—
Total other notable items	$	(17	)	$	(9	)	$	(0.02	)	$	(29	)	$	(22	)	$	(0.05	)	$	—		$	—		$	—
Total notable items	$	(19	)	$	(10	)	$	(0.02	)	$	(33	)	$	(25	)	$	(0.06	)	$	(7	)	$	(5	)	$	(0.01	)

7

Citizens Financial Group, Inc.

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

Underlying results:

	Quarterly Trends
										2Q20 change from
($s in millions, except per share data)	2Q20			1Q20			2Q19			1Q20			2Q19
Net interest income	$	1,160		$	1,160		$	1,166			—	%		(1	) %
Noninterest income		590			497			462			19			28
Total revenue	$	1,750		$	1,657		$	1,628			6	%		7	%
Noninterest expense		979			1,012			951			(3	)		3
Notable items		19			33			7			(42	)		171
Underlying noninterest expense	$	960		$	979		$	944			(2	) %		2	%
Underlying pre-provision profit		790			678			684			17			15
Provision for credit losses		464			600			97			(23	)		NM
Net income available to common stockholders		225			12			435			NM			(48	)
Underlying net income available to common stockholders		235			37			440			NM			(47	)
Key performance metrics*
Diluted EPS	$	0.53		$	0.03		$	0.95			NM			(44	) %
Underlying EPS	$	0.55		$	0.09		$	0.96			NM			(43	) %
Efficiency ratio		56	%		61	%		58	%		(519	) bps		(250	) bps
Underlying efficiency ratio		55			59			58			(423	)		(317	)
Operating leverage											9.0			4.6
Underlying operating leverage											7.6	%		5.9	%

8

Citizens Financial Group, Inc.

Discussion of results:

Net interest income										2Q20 change from
($s in millions)	2Q20			1Q20			2Q19			1Q20						2Q19
										$/bps			%			$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,219		$	1,326		$	1,409		$	(107	)		(8	) %	$	(190	)		(13	) %
Investment securities		130			147			164			(17	)		(12	)		(34	)		(21	)
Interest-bearing deposits in banks		1			5			7			(4	)		(80	)		(6	)		(86	)
Total interest income	$	1,350		$	1,478		$	1,580		$	(128	)		(9	) %	$	(230	)		(15	) %
Interest expense:
Deposits	$	124		$	227		$	308		$	(103	)		(45	) %	$	(184	)		(60	) %
Short-term borrowed funds		—			1			4			(1	)		(100	)		(4	)		(100	)
Long-term borrowed funds		66			90			102			(24	)		(27	)		(36	)		(35	)
Total interest expense	$	190		$	318		$	414		$	(128	)		(40	) %	$	(224	)		(54	) %
Net interest income	$	1,160		$	1,160		$	1,166		$	—			—	%	$	(6	)		(1	) %
Net interest margin, FTE		2.88	%		3.10	%		3.21	%		(22	) bps					(33	) bps

Net interest income of $1.2 billion was broadly stable with second quarter 2019, despite the lower rate and challenging yield-curve environment, given lower funding costs and 11% growth in interest-earning assets, which reflects 16% growth in commercial loans, including approximately $4.7 billion of PPP loans to small business customers at quarter-end and higher commercial line of credit utilization of $4.9 billion tied to COVID-19 disruption, as well as 2% growth in retail loans.

Net interest margin of 2.88% decreased 33 basis points from second quarter 2019 as the impact of lower interest rates and higher cash balances reflecting strong deposit flows was partially offset by lower funding costs and improved funding mix.

Compared with first quarter 2020, net interest income of $1.2 billion was stable as the benefit of 8% interest-earning asset growth, which reflects approximately $4.7 billion of PPP loans to small business customers at quarter-end, and improved deposit mix, was offset by the negative impact of lower rates. The net interest margin of 2.88% decreased 22 basis points, and includes the approximately 21 basis point negative impact of lower rates, 8 basis point negative impact of asset mix, including higher cash balances given strong deposit flows and the addition of lower-yielding PPP loans, partially offset by the approximately 7 basis point improvement given disciplined deposit pricing and improved deposit mix. Interest-bearing deposit costs decreased 46 basis points.

9

Citizens Financial Group, Inc.

Noninterest Income							2Q20 change from
($s in millions)	2Q20		1Q20		2Q19		1Q20						2Q19
							$			%			$			%
Service charges and fees	$	84	$	118	$	126	$	(34	)		(29	) %	$	(42	)		(33	) %
Mortgage banking fees		276		159		62		117			74			214			NM
Card fees		48		56		64		(8	)		(14	)		(16	)		(25	)
Capital markets fees		61		43		57		18			42			4			7
Trust and investment services fees		45		53		53		(8	)		(15	)		(8	)		(15	)
Foreign exchange and interest rate products		34		24		35		10			42			(1	)		(3	)
Letter of credit and loan fees		31		34		33		(3	)		(9	)		(2	)		(6	)
Securities gains, net		3		—		4		3			100			(1	)		(25	)
Other income(1)		8		10		28		(2	)		(20	)		(20	)		(71	)
Noninterest income	$	590	$	497	$	462	$	93			19	%	$	128			28	%
1) Other income includes bank-owned life insurance and other income.

Record noninterest income of $590 million increased $128 million, or 28%, from second quarter 2019. Results reflect record mortgage banking fees of $276 million, driven by strong origination volumes tied to lower interest rates, as well as improved gain-on-sale margins. Capital market fees of $61 million increased 7%, reflecting higher debt and equity underwriting activity and a $14 million mark-to-market recovery on loan/bond trading assets. These results were partially offset by COVID-19 impacts in service charges and fees, card fees and trust and investment services fees. Other income declined from second quarter 2019 levels that included higher leasing income.

Compared with first quarter 2020, noninterest income increased $93 million, or 19%, reflecting record mortgage banking fees, as well as higher capital markets fees and foreign exchange and interest rate product fees from first quarter 2020 levels that included a $21 million mark-to-market loss on loan/bond trading assets and a $9 million negative credit valuation adjustment, respectively. These results were partially offset by COVID-19 impacts in service charges and fees, card fees and trust and investment services fees.

Noninterest Expense							2Q20 change from
($s in millions)	2Q20		1Q20		2Q19		1Q20						2Q19
							$			%			$			%
Salaries and employee benefits	$	513	$	549	$	507	$	(36	)		(7	) %	$	6			1	%
Equipment and software expense		142		133		126		9			7			16			13
Outside services		131		135		118		(4	)		(3	)		13			11
Occupancy		82		84		82		(2	)		(2	)		—			—
Other operating expense		111		111		118		—			—			(7	)		(6	)
Noninterest expense	$	979	$	1,012	$	951	$	(33	)		(3	) %	$	28			3	%
Notable items	$	19	$	33	$	7	$	(14	)		(42	)%	$	12			171	%
Underlying, as applicable
Salaries and employee benefits	$	509	$	539	$	505	$	(30	)		(6	) %	$	4			1	%
Equipment and software expense		142		132		126		10			8			16			13
Outside services		119		117		113		2			2			6			5
Occupancy		79		80		82		(1	)		(1	)		(3	)		(4	)
Other operating expense		111		111		118		—			—			(7	)		(6	)
Underlying noninterest expense	$	960	$	979	$	944	$	(19	)		(2	) %	$	16			2	%

10

Citizens Financial Group, Inc.

Second quarter 2020 noninterest expense of $979 million increased $28 million, or 3%, from second quarter 2019. Underlying noninterest expense of $960 million increased $16 million, or 2%, reflecting higher equipment and software expense given continued investments in technology, as well as higher outside services expense largely tied to growth initiatives. These results were partially offset by reductions in occupancy expense and other operating expense. Salaries and employee benefits expense was relatively stable.

Compared with first quarter 2020, noninterest expense decreased $33 million, or 3%. Underlying noninterest expense of $960 million decreased $19 million, or 2%, largely reflecting seasonally lower salaries and employee benefits, partially offset by an increase in equipment and software expense driven by increased technology spend.

The second quarter 2020 effective tax rate was 17.7%. On an Underlying basis, the effective tax rate of 19.4% compares with 21.9% for second quarter 2019 and 24.5% for first quarter 2020. The decrease from second quarter 2019 reflects the greater impact of tax-advantaged investments given lower pre-tax income.

Consolidated balance sheet review(1)										2Q20 change from
($s in millions)	2Q20			1Q20			2Q19			1Q20						2Q19
										$/bps			%			$/bps			%
Total assets	$	179,874		$	176,719		$	162,749		$	3,155			2	%	$	17,125			11	%
Total loans and leases		125,713			127,528			116,838			(1,815	)		(1	)		8,875			8
Total loans held for sale		4,993			3,261			2,205			1,732			53			2,788			126
Deposits		143,618			133,475			124,004			10,143			8			19,614			16
Stockholders’ equity		22,418			21,950			22,017			468			2			401			2
Stockholders’ common equity		20,453			20,380			20,884			73			—			(431	)		(2	)
Tangible common equity	$	13,716		$	13,639		$	14,141		$	77			1	%	$	(425	)		(3	) %
Loan-to-deposit ratio (period-end)(2)		87.5	%		95.5	%		94.2	%		(801	) bps					(669	) bps
Loans to deposit ratio (average)(2)		90.9			95.6			95.6			(467	)					(471	)
Common equity tier 1 capital ratio(3)		9.6			9.4			10.5
Total capital ratio(3)		13.1	%		12.5	%		13.4	%

1) Represents period end unless otherwise noted.

2) Excludes loans held for sale.

3) Current reporting period regulatory capital ratios are preliminary.

Total assets of $179.9 billion at June 30, 2020, increased $17.1 billion, or 11%, from June 30, 2019, reflecting an $11.7 billion increase in loans and loans held for sale, which was largely driven by approximately $4.7 billion of PPP loans to small business customers and an increase in commercial line of credit utilization given the impact of COVID-19 disruption. In the second quarter 2020, $936 million of education loans were transferred to held for sale in connection with balance sheet optimization strategies. Results also reflect a $4.4 billion increase in the investment portfolio. Compared with March 31, 2020, total assets increased $3.2 billion, or 2%, reflecting the addition of PPP loans and growth in the investment portfolio tied to strong deposit inflows, partially offset by lower commercial line of credit utilization tied to COVID-19.

11

Citizens Financial Group, Inc.

Interest-earning assets							2Q20 change from
($s in millions)	2Q20		1Q20		2Q19		1Q20						2Q19
Period-end interest-earning assets							$			%			$		%
Investments and interest-bearing deposits	$	32,490	$	29,535	$	28,123	$	2,955			10	%	$	4,367		16	%
Commercial loans and leases		64,930		66,032		56,963		(1,102	)		(2	)		7,967		14
Retail loans		60,783		61,496		59,875		(713	)		(1	)		908		2
Total loans and leases		125,713		127,528		116,838		(1,815	)		(1	)		8,875		8
Loans held for sale, at fair value		3,631		2,911		1,750		720			25			1,881		107
Other loans held for sale		1,362		350		455		1,012			NM			907		199
Total loans and leases and loans held for sale		130,706		130,789		119,043		(83	)		—			11,663		10
Total period-end interest-earning assets	$	163,196	$	160,324	$	147,166	$	2,872			2	%	$	16,030		11	%
Average interest-earning assets
Investments and interest-bearing deposits	$	30,415	$	27,202	$	26,854	$	3,213			12	%	$	3,561		13	%
Commercial loans and leases		67,409		59,510		57,879		7,899			13			9,530		16
Retail loans		61,346		61,545		59,904		(199	)		—			1,442		2
Total loans and leases		128,755		121,055		117,783		7,700			6			10,972		9
Loans held for sale, at fair value		2,710		1,890		1,528		820			43			1,182		77
Other loans held for sale		510		799		158		(289	)		(36	)		352		223
Total loans and leases and loans held for sale		131,975		123,744		119,469		8,231			7			12,506		10
Total average interest-earning assets	$	162,390	$	150,946	$	146,323	$	11,444			8	%	$	16,067		11	%

Period-end interest-earning assets of $163.2 billion increased $16.0 billion, or 11%, from June 30, 2019, driven by a $11.7 billion, or 10%, increase in loans and loans held for sale, largely reflecting a $8.0 billion increase in commercial as well as a $908 million increase in retail. Compared with March 31, 2020, period-end interest-earning assets increased $2.9 billion, or 2%, primarily driven by a $3.0 billion increase in the investment portfolio. In second quarter 2020, $936 million of education loans were transferred to held for sale in connection with balance sheet optimization strategies. The average effective duration of the securities portfolio decreased to 2.1 years as of June 30, 2020, from 3.3 years at June 30, 2019, and 2.1 years at March 31, 2020, given lower long-term rates that drove an increase in securities prepayment speeds.

Average interest-earning assets of $162.4 billion in second quarter 2020 increased $16.1 billion, or 11%, from second quarter 2019, reflecting a $12.5 billion, or 10%, increase in loans and loans held for sale and a $3.6 billion, or 13%, increase in the investment portfolio. Loan growth includes a $9.5 billion increase in commercial and $1.4 billion increase in retail. Commercial loan growth reflects the $3.4 billion average impact of the PPP loans and the impact of higher line of credit draws tied to COVID-19 disruption, as well as the benefit of geographic, product and client-focused expansion strategies, partially offset by planned reductions in commercial leases. Retail loan growth was driven by education and other retail, partially offset by lower home equity balances and the impact of planned loan sales activity.

Compared with first quarter 2020, average interest-earning assets increased $11.4 billion, or 8%, reflecting a $7.9 billion increase in commercial loans, partially offset by a $199 million decrease in retail loans. Growth in commercial reflects the $3.4 billion average impact of PPP loans and higher line of credit draws. The decline in retail loans reflects continued growth in education more than offset by declines in other categories tied to COVID-19 impacts.

12

Citizens Financial Group, Inc.

Deposits							2Q20 change from
($s in millions)	2Q20		1Q20		2Q19		1Q20						2Q19
Period-end deposits							$			%			$			%
Demand deposits	$	40,545	$	32,398	$	28,192	$	8,147			25	%	$	12,353			44	%
Checking with interest		27,200		25,358		25,021		1,842			7			2,179			9
Savings		16,665		14,702		13,495		1,963			13			3,170			23
Money market accounts		44,965		42,972		35,329		1,993			5			9,636			27
Term deposits		14,243		18,045		21,967		(3,802	)		(21	)		(7,724	)		(35	)
Total period-end deposits	$	143,618	$	133,475	$	124,004	$	10,143			8	%	$	19,614			16	%
Average deposits
Demand deposits	$	37,745	$	29,362	$	28,389	$	8,383			29	%	$	9,356			33	%
Checking with interest		26,312		24,612		23,919		1,700			7			2,393			10
Savings		15,883		14,201		13,324		1,682			12			2,559			19
Money market accounts		45,187		39,839		35,228		5,348			13			9,959			28
Term deposits		16,470		18,616		22,292		(2,146	)		(12	)		(5,822	)		(26	)
Total average deposits	$	141,597	$	126,630	$	123,152	$	14,967			12	%	$	18,445			15	%

Total period-end deposits of $143.6 billion at June 30, 2020 increased $19.6 billion, or 16%, from June 30, 2019, reflecting growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits. Strong deposit growth in second quarter 2020 reflects government stimulus benefiting consumers and small businesses and clients building liquidity.

Compared with March 31, 2020, total period-end deposits increased $10.1 billion, driven by growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits. Citizens Access^® deposits totaled $6.5 billion at June 30, 2020, which compares with $6.1 billion at March 31, 2020.

Second quarter 2020 average deposits of $141.6 billion increased $18.4 billion, or 15%, from second quarter 2019, reflecting growth in money market accounts, demand deposits, savings and checking with interest partially offset by a decrease in term deposits.

Compared with first quarter 2020, average deposits increased $15.0 billion as growth in demand deposits, money market accounts, checking with interest and savings was partially offset by a decrease in term deposits.

Borrowed Funds							2Q20 change from
($s in millions)	2Q20		1Q20		2Q19		1Q20						2Q19
Period-end borrowed funds							$			%			$			%
Short-term borrowed funds	$	255	$	1,059	$	1,441	$	(804	)		(76	) %	$	(1,186	)		(82	) %
Long-term borrowed funds
FHLB advances		6		8,007		2,258		(8,001	)		(100	)		(2,252	)		(100	)
Senior debt		7,519		6,775		7,624		744			11			(105	)		(1	)
Subordinated debt and other debt		1,677		1,655		1,656		22			1			21			1
Total borrowed funds	$	9,457	$	17,496	$	12,979	$	(8,039	)		(46	) %	$	(3,522	)		(27	) %
Average borrowed funds
Short-term borrowed funds	$	222	$	644	$	863	$	(422	)		(66	) %	$	(641	)		(74	) %
Long-term borrowed funds
FHLB advances		2,595		5,138		3,155		(2,543	)		(49	)		(560	)		(18	)
Senior debt		7,499		7,263		7,573		236			3			(74	)		(1	)
Subordinated debt and other debt		1,661		1,656		1,658		5			—			3			—
Total average borrowed funds	$	11,977	$	14,701	$	13,249	$	(2,724	)		(19	) %	$	(1,272	)		(10	) %

Total borrowed funds of $9.5 billion at June 30, 2020 decreased $3.5 billion, or 27%, from June 30, 2019, reflecting a $2.3 billion decrease in long-term FHLB borrowings and a $1.2 billion decrease in short-term borrowings. Compared with March 31, 2020, total borrowed funds decreased $8.0 billion, reflecting an $8.0 billion decrease in long-term FHLB borrowings and an $804 million decrease in short-term borrowings, partially offset by a $744 million increase in senior debt. At June 30, 2020, the Company had almost no FHLB borrowings given strong deposit flows during the quarter.

13

Citizens Financial Group, Inc.

Average borrowed funds of $12.0 billion decreased $1.3 billion, or 10%, from second quarter 2019, largely reflecting a $641 million decrease in short-term borrowings and a $560 million decrease in long-term FHLB borrowings. Compared with March 31, 2020, average borrowed funds decreased $2.7 billion, or 19%, reflecting a $2.5 billion decrease in long-term FHLB borrowings and a $422 million decrease in short-term borrowings, partially offset by a $236 million increase in senior debt.

Capital										2Q20 change from
($s and shares in millions except per share data)	2Q20			1Q20			2Q19			1Q20						2Q19
Period-end capital										$			%			$			%
Stockholders’ equity	$	22,418		$	21,950		$	22,017		$	468			2	%	$	401			2	%
Stockholders’ common equity		20,453			20,380			20,884			73			—			(431	)		(2	)
Tangible common equity		13,716			13,639			14,141			77			1			(425	)		(3	)
Tangible book value per common share	$	32.13		$	31.97		$	30.88		$	0.16			1		$	1.25			4
Common shares - at end of period		426.8			426.6			457.9			0.2			—			(31.1	)		(7	)
Common shares - average (diluted)		427.6			429.4			459.3			(1.8	)		—	%		(31.7	)		(7	) %
Common equity tier 1 capital ratio(1)		9.6	%		9.4	%		10.5	%
Total capital ratio(1)		13.1			12.5			13.4
Tier 1 leverage ratio(1)		9.3	%		9.6	%		10.1	%

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

At June 30, 2020, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 9.6% compared with 9.4% at March 31, 2020 and 10.5% at June 30, 2019, and a total capital ratio of 13.1% compared with 12.5% as of March 31, 2020 and 13.4% as of June 30, 2019. During second quarter 2020, the company issued $400 million of preferred stock that qualifies as additional tier 1 capital.

Tangible book value per common share of $32.13 increased 1% compared with first quarter 2020 and increased 4% from second quarter 2019.

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 $780 million since January 1, 2020, or $195 million, will be phased in over the same time frame.

During second quarter 2020, Citizens paid $168 million in dividends to common shareholders. This compares with $438 million returned to common shareholders through dividends and common share repurchases in first quarter 2020 and $268 million in second quarter 2019.

Credit quality review								2Q20 change from
($s in millions)	2Q20		1Q20		2Q19			1Q20				2Q19
								$/bps		%		$/bps		%
Nonaccrual loans and leases	$	990	$	780	$	727		$	210		27   %	$	263	36 %
90+ days past due and accruing		55		27		31			28		104		24	77
Net charge-offs		147		137		106			10		7		41	39
Provision for credit losses		464		600		97			(136)		(23)		367	NM
Allowance for credit losses	$	2,527	$	2,210	$	1,320		$	317		14   %	$	1,207	91 %
Nonaccrual loans and leases to loans and leases		0.79   %		0.61   %		0.62	%		18  bps				17    bps
Net charge-offs as a % of total loans and leases		0.46		0.46		0.36			—				10
Allowance for credit losses to loans and leases		2.01		1.73		1.13			28				88
Allowance for credit losses to nonaccrual loans and leases		255.4   %		283.5   %		181.5	%		NM				NM

14

Citizens Financial Group, Inc.

Nonacccrual loans increased $263 million, or 36%, compared with June 30, 2019, as a $287 million increase in commercial, largely driven by energy, retail, education and automotive-related loans, was partially offset by a $24 million decrease in retail. Compared to March 31, 2020, nonaccrual loans of $990 million increased $210 million, or 27%, reflecting a $192 million increase in commercial and an $18 million increase in retail. The nonaccrual loans to loans ratio of 0.79% at June 30, 2020 increased 18 basis points from 0.61% at March 31, 2020 and improved 17 basis points from 0.62% at June 30, 2019.

Net charge-offs of $147 million increased $41 million from second quarter 2019, reflecting a $38 million increase in commercial, and a $3 million increase in retail. Compared with first quarter 2020, net charge-offs increased $10 million driven by a $27 million increase in commercial, partially offset by a $17 million decrease in retail.

Second quarter 2020 net charge-offs were 46 basis points of average loans and leases compared with 36 basis points in second quarter 2019 and 46 basis points in first quarter 2020.

Second quarter 2020 provision for credit losses of $464 million, includes a net reserve build under CECL of $317 million, primarily tied to COVID-19 impacts. In addition, in second quarter 2020 the company transferred $936 million of education loans to held for sale in connection with balance sheet optimization strategies and reallocated approximately $100 million of associated credit reserves to the remaining loan portfolio. First quarter 2020 provision for credit losses of $600 million includes a $463 million net reserve build tied to COVID-19 impacts.

The allowance for credit losses of $2.5 billion includes the $451 million impact of the adoption of CECL on January 1, 2020 and subsequent reserve increases in first and second quarter 2020 totaling $780 million. This compares with a pre-CECL adoption allowance of $1.3 billion at June 30, 2019 and post-CECL adoption allowance of $2.2 billion at March 31, 2020.

The allowance for credit losses to loans and leases ratio was 2.01% as of June 30, 2020, or 2.09% before the impact of PPP loans, compares with 1.13% as of June 30, 2019, and 1.73% as of March 31, 2020. The allowance for credit losses to nonaccrual loans and leases ratio of 255% as of June 30, 2020 compares with 182% as of June 30, 2019, and 283% as of March 31, 2020.

15

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: Douglas Levy - 203.900.6846

Conference Call

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

Time:	9:00 am ET
Dial-in:	(877) 336-4437, conference ID 8419856

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

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on July 17 through August 17, 2020. Please dial (866) 207-1041 and enter access code 9745092. 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 $179.9 billion in assets as of June 30, 2020. 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 2,700 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.

16

Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations

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

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures denoted as Underlying results. 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 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.

17

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

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

		QUARTERLY TRENDS
											2Q20 Change
		2Q20			1Q20			2Q19			1Q20						2Q19
											$			%			$			%
Total revenue, Underlying:
Total revenue (GAAP)	A	$	1,750		$	1,657		$	1,628		$	93			6	%	$	122			7	%
Less: Notable items			—			—			—			—			—			—			—
Total revenue, Underlying (non-GAAP)	B	$	1,750		$	1,657		$	1,628		$	93			6	%	$	122			7	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$	979		$	1,012		$	951		($	33	)		(3	%)	$	28			3	%
Less: Notable items			19			33			7			(14	)		(42	)		12			171
Noninterest expense, Underlying (non-GAAP)	D	$	960		$	979		$	944		($	19	)		(2	%)	$	16			2	%
Pre-provision profit:
Total revenue (GAAP)	A	$	1,750		$	1,657		$	1,628		$	93			6%		$	122			7%
Less: Noninterest expense (GAAP)	C		979			1,012			951			(33	)		(3)			28			3
Pre-provision profit (GAAP)		$	771		$	645		$	677		$	126			20%		$	94			14%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,750		$	1,657		$	1,628		$	93			6%		$	122			7%
Less: Noninterest expense, Underlying (non-GAAP)	D		960			979			944			(19	)		(2)			16			2
Pre-provision profit, Underlying (non-GAAP)		$	790		$	678		$	684		$	112			17%		$	106			15%
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$	307		$	45		$	580		$	262			NM		($	273	)		(47%)
Less: Expense before income tax benefit related to notable items			(19	)		(33	)		(7	)		14			42			(12	)		(171)
Income before income tax expense, Underlying (non-GAAP)	F	$	326		$	78		$	587		$	248			NM		($	261	)		(44%)
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$	54		$	11		$	127		$	43			NM		($	73	)		(57%)
Less: Income tax benefit related to notable items			(9	)		(8	)		(2	)		(1	)		(13)			(7	)		NM
Income tax expense, Underlying (non-GAAP)	H	$	63		$	19		$	129		$	44			232%		($	66	)		(51%)
Net income, Underlying:
Net income (GAAP)	I	$	253		$	34		$	453		$	219			NM		($	200	)		(44%)
Add: Notable items, net of income tax benefit			10			25			5			(15	)		(60)			5			100
Net income, Underlying (non-GAAP)	J	$	263		$	59		$	458		$	204			NM		($	195	)		(43%)
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$	225		$	12		$	435		$	213			NM		($	210	)		(48%)
Add: Notable items, net of income tax benefit			10			25			5			(15	)		(60)			5			100
Net income available to common stockholders, Underlying (non-GAAP)	L	$	235		$	37		$	440		$	198			NM		($	205	)		(47%)

18

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

		QUARTERLY TRENDS
											2Q20 Change
		2Q20			1Q20			2Q19			1Q20						2Q19
											$/bps			%			$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,750		$	1,657		$	1,628		$	93			5.55	%	$	122			7.49	%
Less: Noninterest expense (GAAP)	C		979			1,012			951			(33	)		(3.41	)		28			2.89
Operating leverage															8.96	%					4.60	%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,750		$	1,657		$	1,628		$	93			5.55	%	$	122			7.49	%
Less: Noninterest expense, Underlying (non-GAAP)	D		960			979			944			(19	)		(2.01	)		16			1.62
Operating leverage, Underlying (non-GAAP)															7.56	%					5.87	%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		55.91	%		61.10	%		58.41	%		(519	) bps					(250	) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		54.85			59.08			58.02			(423	) bps					(317	) bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		17.69	%		24.13	%		21.86	%		(644	) bps					(417	) bps
Effective income tax rate, Underlying (non-GAAP)	H/F		19.36			24.52			21.89			(516	) bps					(253	) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$	20,446		$	20,223		$	20,420		$	223			1	%	$	26			—	%
Return on average common equity	K/M		4.44	%		0.24	%		8.54	%		420	bps					(410	) bps
Return on average common equity, Underlying (non-GAAP)	L/M		4.63			0.74			8.63			389	bps					(400	) bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$	20,446		$	20,223		$	20,420		$	223			1	%	$	26			—	%
Less: Average goodwill (GAAP)			7,050			7,046			7,040			4			—			10			—
Less: Average other intangibles (GAAP)			65			67			80			(2	)		(3	)		(15	)		(19	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			374			370			1			—			5			1
Average tangible common equity	N	$	13,706		$	13,484		$	13,670		$	222			2	%	$	36			—	%
Return on average tangible common equity	K/N		6.62	%		0.36	%		12.75	%		626	bps					(613	) bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N		6.90			1.10			12.89			580	bps					(599	) bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$	179,793		$	167,177		$	161,489		$	12,616			8	%	$	18,304			11	%
Return on average total assets	I/O		0.57	%		0.08	%		1.13	%		49	bps					(56	) bps
Return on average total assets, Underlying (non-GAAP)	J/O		0.59			0.14			1.14			45	bps					(55	) bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$	179,793		$	167,177		$	161,489		$	12,616			8	%	$	18,304			11	%
Less: Average goodwill (GAAP)			7,050			7,046			7,040			4			—			10			—
Less: Average other intangibles (GAAP)			65			67			80			(2	)		(3	)		(15	)		(19	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			374			370			1			—			5			1
Average tangible assets	Q	$	173,053		$	160,438		$	154,739		$	12,615			8	%	$	18,314			12	%
Return on average total tangible assets	I/Q		0.59	%		0.09	%		1.17	%		50	bps					(58	) bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q		0.61			0.15			1.19			46	bps					(58	) bps

19

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

		QUARTERLY TRENDS
								2Q20 Change
		2Q20		1Q20		2Q19		1Q20						2Q19
								$/bps			%			$/bps			%
Tangible book value per common share:
Common shares - at period-end (GAAP)	R		426,824,594		426,586,533		457,903,826		238,061			—	%		(31,079,232	)		(7	%)
Common stockholders’ equity (GAAP)			$20,453		$20,380		$20,884		$73			—			($431	)		(2	)
Less: Goodwill (GAAP)			7,050		7,050		7,040		—			—			10			—
Less: Other intangible assets (GAAP)			63		66		74		(3	)		(5	)		(11	)		(15	)
Add: Deferred tax liabilities related to goodwill (GAAP)			376		375		371		1			—			5			1
Tangible common equity	S		$13,716		$13,639		$14,141		$77			1	%		($425	)		(3	%)
Tangible book value per common share	S/R		$32.13		$31.97		$30.88		$0.16			1	%		$1.25			4	%
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		426,613,053		427,718,421		458,154,335		(1,105,368	)		—	%		(31,541,282	)		(7	%)
Average common shares outstanding - diluted (GAAP)	U		427,566,920		429,388,855		459,304,224		(1,821,935	)		—			(31,737,304	)		(7	)
Net income per average common share - basic (GAAP)	K/T		$0.53		$0.03		$0.95		$0.50			NM			($0.42	)		(44	)
Net income per average common share - diluted (GAAP)	K/U		0.53		0.03		0.95		0.50			NM			(0.42	)		(44	)
Net income per average common share - basic, Underlying (non-GAAP)	L/T		0.55		0.09		0.96		0.46			NM			(0.41	)		(43	)
Net income per average common share - diluted, Underlying (non-GAAP)	L/U		0.55		0.09		0.96		0.46			NM			(0.41	)		(43	)

20

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

	QUARTERLY TRENDS
							2Q20 Change
	2Q20		1Q20		2Q19		1Q20						2Q19
							$/bps			%			$/bps			%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)		$513		$549		$507		($36	)		(7	%)		$6			1	%
Less: Notable items		4		10		2		(6	)		(60	)		2			100
Salaries and employee benefits, Underlying (non-GAAP)		$509		$539		$505		($30	)		(6	%)		$4			1	%
Equipment and software expense, Underlying:
Equipment and software expense (GAAP)		$142		$133		$126		$9			7	%		$16			13	%
Less: Notable items		—		1		—		(1	)		(100	)		—			—
Equipment and software expense, Underlying (non-GAAP)		$142		$132		$126		$10			8	%		$16			13	%
Outside services, Underlying:
Outside services (GAAP)		$131		$135		$118		($4	)		(3	%)		$13			11	%
Less: Notable items		12		18		5		(6	)		(33	)		7			140
Outside services, Underlying (non-GAAP)		$119		$117		$113		$2			2	%		$6			5	%
Occupancy, Underlying:
Occupancy (GAAP)		$82		$84		$82		($2	)		(2	%)		$—			—	%
Less: Notable items		3		4		—		(1	)		(25	)		3			100
Occupancy, Underlying (non-GAAP)		$79		$80		$82		($1	)		(1	%)		($3	)		(4	%)

21

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations - Underlying excluding the impact of reserve build

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

		QUARTERLY TRENDS
											2Q20 Change
		2Q20			1Q20			2Q19			1Q20						2Q19
											$/bps			%			$/bps			%
Net income available to common shareholders, Underlying excluding reserve build:
Net income available to common shareholders (GAAP)	A		$225			$12			$435			$213			NM			($210	)		(48	%)
Add: Notable items			10			25			5			(15	)		(60	)		5			100
Add: Impact of COVID-19			255			365			—			(110	)		(30	)		255			100
Net income available to common shareholders, Underlying excluding reserve build (non-GAAP)	B		$490			$402			$440			$88			22	%		$50			11	%
Return on average tangible common equity, Underlying excluding reserve build:
Average common equity (GAAP)			$20,446			$20,223			$20,420			$223			1	%		$26			—	%
Less: Average goodwill (GAAP)			7,050			7,046			7,040			4			—			10			—
Less: Average other intangibles (GAAP)			65			67			80			(2	)		(3	)		(15	)		(19	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			374			370			1			—			5			1
Average tangible common equity	C		$13,706			$13,484			$13,670			$222			2	%		$36			—	%
Return on average tangible common equity	A/C		6.62	%		0.36	%		12.75	%		626	bps					(613	) bps
Return on average tangible common equity, Underlying excluding reserve build (non-GAAP)	B/C		14.37			12.00			12.89			237	bps					1	bps
Net income per average common share - basic and diluted, Underlying excluding reserve build:
Average common shares outstanding - basic (GAAP)	D		426,613,053			427,718,421			458,154,335			(1,105,368	)		—	%		(31,541,282	)		(7	%)
Average common shares outstanding - diluted (GAAP)	E		427,566,920			429,388,855			459,304,224			(1,821,935	)		—			(31,737,304	)		(7	)
Net income per average common share - basic (GAAP)	A/D		$0.53			$0.03			$0.95			$0.50			NM			($0.42	)		(44	)
Net income per average common share - diluted (GAAP)	A/E		0.53			0.03			0.95			0.50			NM			(0.42	)		(44	)
Net income per average common share - basic, Underlying excluding reserve build (non-GAAP)	B/D		1.15			0.94			0.96			0.21			22			0.19			20
Net income per average common share - diluted, Underlying excluding reserve build (non-GAAP)	B/E		1.14			0.94			0.96			0.20			21			0.18			19

22

Citizens Financial Group, Inc.

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

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

		QUARTERLY TRENDS
											2Q20 Change
		2Q20			1Q20			2Q19			1Q20						2Q19
											$/bps			%			$/bps			%
Total loans, excluding the impact of PPP loans:
Total loans (GAAP)	A		$125,713			$127,528			$116,838			($1,815	)		(1	%)		$8,875			8	%
Less: PPP loans			4,679			—			—			4,679			100			4,679			100
Total loans, excluding the impact of PPP loans (non-GAAP)	B		$121,034			$127,528			$116,838			($6,494	)		(5	%)		$4,196			4	%
Total deposits (GAAP)	C		$143,618			$133,475			$124,004			$10,143			8	%		$19,614			16	%
Allowance for credit losses (GAAP)	D		$2,527			$2,210			$1,320			$317			14	%		$1,207			91	%
Average loans, excluding the impact of PPP loans:
Average loans (GAAP)	E		$128,755			$121,055			$117,783			$7,700			6	%		$10,972			9	%
Less: PPP loans			3,407			—			—			3,407			100			3,407			100
Average loans, excluding the impact of PPP loans (non-GAAP)	F		$125,348			$121,055			$117,783			$4,293			4	%		$7,565			6	%
Average deposits (GAAP)	G		$141,597			$126,630			$123,152			$14,967			12	%		$18,445			15	%
Ratios:
Allowance for credit losses to total loans (GAAP)	D/A		2.01	%		1.73	%		1.13	%		28	bps					88	bps
Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP)	D/B		2.09	%		1.73	%		1.13	%		36	bps					96	bps
Loans-to-deposits ratio (period-end balances) (GAAP)	A/C		87.53	%		95.54	%		94.22	%		(801	) bps					(669	) bps
Loans-to-deposits ratio (period-end balances), excluding the impact of PPP loans (non-GAAP)	B/C		84.27	%		95.54	%		94.22	%		(1,127	) bps					(995	) bps
Loans-to-deposits ratio (average balances) (GAAP)	E/G		90.93	%		95.60	%		95.64	%		(467	) bps					(471	) bps
Loans-to-deposits ratio (average balances), excluding the impact of PPP loans (non-GAAP)	F/G		88.53	%		95.60	%		95.64	%		(707	) bps					(711	) bps

23

Citizens Financial Group, Inc.

Forward-Looking Statements

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

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

• Negative economic and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense;

• The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment;

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

• The COVID-19 pandemic and its 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; and

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

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Citizens Financial Group, Inc.

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic 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.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

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

CFG-IR

25

EX-99.2

2Q20 Financial Results July 17, 2020 Exhibit 99.2

Forward-looking statements and use of non-GAAP financial measures Forward-Looking Statements. This document contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends, as well as the potential effects of the COVID-19 pandemic on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: Negative economic and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense; The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals; The COVID-19 pandemic and its 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 (including under regulatory capital standards, such as the U.S. Basel III capital rules) and our ability to generate capital internally or raise capital on favorable terms; The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses; A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. Further, statements about the estimated impact of CECL are forward-looking statements and are subject to the risk that the actual impact of CECL may differ, possibly materially, from what is reflected in those statements due to, among other things, changes in macroeconomic conditions and any of the other variables discussed, as well as changes based on continuing review of models and assumptions. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the period ending March 31, 2020. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results and Underlying excluding the impact of COVID-19 on the provision for credit losses. 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. Underlying excluding the impact of COVID-19 on the provision for credit losses reflects information valuable to investors given the outsized impact of the COVID-19 pandemic which is not expected to have a similar ongoing impact to our results given the timing of the impact of adoption of CECL and the unprecedented nature of the COVID-19 pandemic. 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.

2Q20 GAAP financial summary See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28.

Prudently managing credit Allowance to loans of 2.01%, or 2.09% excluding PPP loans(1), reflects CECL day-1 implementation and provision impact from COVID-19 disruptions; compares with 1.73% in 1Q20 and 1.13% in 2Q19 Nonaccrual loans of 0.79% of loans compares with 0.61% in 1Q20 and 0.62% in 2Q19 Nonaccrual loan coverage ratio of 255% reflects CECL day-1 impact and compares with 283% in 1Q20 and 182% in 2Q19 Continued progress on strategic growth and efficiency initiatives Average loan growth of 9% YoY and 6% QoQ, including PPP loans of $4.7 billion at quarter-end and impact of commercial line draws Average deposits up 15% YoY and 12% QoQ; Period-end deposits up 16% YoY and 8% QoQ, outpacing loan growth Deposit cost discipline continues, down 65 bps YoY and down 37 bps QoQ Consumer Banking – 7% loan growth(2) YoY, up 10% before planned loan sale. Funding kept pace, with 7% deposit growth YoY, including DDA up 30%; record fee income in mortgage banking Commercial Banking – Loan growth(2) of 13% YoY driven by geographic, product and client-focused expansion strategies and line of credit utilization tied to COVID-19 disruption; deposits up 38% YoY; continue to build out industry verticals and corporate finance capabilities TOP 6 program progressing well with target of ~$300-$325 million pre-tax run-rate benefit by YE 2021. Planning underway to add significant new efficiency initiatives Continuing to fund major strategic initiatives; looking for new opportunities arising from the current environment Executive summary Strong capital, liquidity and funding Strong capital levels with a CET1 ratio of 9.6%(3) Period-end LDR ratio of 87.5%, or 84.3% excluding PPP loans(1), vs. 94.2% a year ago Total available liquidity of ~$68 billion at June 30, 2020 Solid performance notwith-standing COVID-19 disruption Underlying net income available to common of $235 million, with EPS of $0.55(1) compares with $0.96 in second quarter 2019 and $0.09 in first quarter 2020 Results include COVID-19-driven provision expense impact of $0.59 per share; Underlying EPS of $1.14 before COVID-19-driven reserve build compares with $0.94 for first quarter 2020 on same basis(1) Record revenue of $1.7 billion up 7% YoY and up 6% QoQ demonstrates benefit of our diversification in a challenging environment NII stable YoY with interest-earning asset growth of 11% NIM of 2.88% down 33 bps YoY; down 22 bps QoQ, with interest-bearing deposit costs down 46 bps Record noninterest income up 28% YoY; up 19% QoQ Record mortgage banking fees; Solid underlying performance in capital markets and FX & IRP despite COVID-19 disruptions Underlying efficiency ratio of 54.9%(1) compares with 58.0% in 2Q19 and 59.1% in 1Q20; 5.9%(1) Underlying positive operating leverage YoY Provision expense of $464 million reflects $317 million net CECL reserve build tied to COVID-19 impacts; in addition, ~$100 million of reserves associated with planned loan sale were reallocated to the remaining loan portfolio Underlying ROTCE of 6.9%(1) compares with 12.9% in 2Q19 and 1.1% in 1Q20; TBV/share of $32 up 4% YoY and 1% QoQ See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28.

Highlights 2Q20 Underlying financial summary(1) Linked quarter: Underlying net income available to common of $235 million, with EPS of $0.55; TBV/share of $32.13 up 1% Provision for credit losses of $464 million includes $317 million reserve build ($0.59 EPS) tied to the impact of COVID-19 NII stable, as the benefit of interest-earning asset growth and improved funding mix was partially offset by the impact of lower interest rates Record noninterest income of $590 million increased 19% reflecting record mortgage banking fees and higher capital markets and FX & IRP. Service charges and fees, card fees and trust and investment services fees were lower reflecting COVID-19 impacts Underlying noninterest expense decreased $19 million, or 2%, largely reflecting seasonally lower salaries and employee benefits expense, partially offset by higher equipment and software expense Underlying effective tax rate of 19.4% Prior-year quarter: Underlying net income available to common of $235 million, with EPS of $0.55; TBV/share up 4% NII relatively stable, reflecting lower funding costs and 11% growth in interest-earning assets, offset by the impact of the lower rate and challenging yield-curve environment on asset yields Record noninterest income up $128 million, or 28%, driven by record mortgage banking fees and strength in capital markets fees. FX & IRP reflects good underlying business performance despite difficult market conditions. Service charges and fees, card fees and trust and investment services fees were lower reflecting COVID-19 impacts Underlying noninterest expense up $16 million, or 2%, reflecting higher equipment and software expense given continued investments in growth initiatives, as well as continued strong expense discipline See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. See page 3 for reported results. $s in millions

Highlights Net interest income Linked quarter: NII was stable Positively impacted by interest-earning asset growth and improved funding mix, offset by the impact of lower interest rates NIM of 2.88% decreased 22 bps, reflecting: ~21 basis point negative impact of lower rates ~8 basis point negative impact of asset mix, including higher cash balances given strong deposit flows and PPP loan yields ~7 basis point improvement given disciplined deposit pricing and improved deposit mix Interest bearing deposit costs down 46 bps Prior-year quarter: NII was broadly stable Lower funding costs and 11% growth in interest-earning assets was offset by the impact of the lower rate and challenging yield curve environment on asset yields NIM of 2.88% decreased 33 bps Reflects impact of lower interest rates and higher cash balances given strong deposit flows in 2Q20 Partially offset by lower funding costs and improved mix as well as continued mix shift towards better-returning loans Net interest income $s in millions, except earning assets Average interest-earning assets Net interest income Net interest margin, FTE

Noninterest income Highlights Linked quarter: Record noninterest income, up 19%, reflecting record results in mortgage banking, as well as higher capital markets and FX & IRP fees Record mortgage banking fees of $276 million up $117 million, reflecting strong origination volumes and improved gain on sale margins Capital markets fees increased $18 million reflecting a $14 million mark-to-market recovery on loan/bond trading assets and higher debt and equity underwriting activity, partially offset by lower syndication fees FX & IRP fees of $34 million, increased $10 million reflecting an $8 million improvement in credit valuation adjustment; also reflects higher IRP sales given increased client activity Trust and investment services fees of $45 million lower by $8 million given COVID-19 impacts on sales Services charges and fees and card fees were materially lower given impacts from COVID-19 disruption Prior-year quarter: Record noninterest income, up 28%, driven by record results in mortgage banking and higher capital markets fees Record mortgage banking fees up $214 million, reflecting increased origination volumes and improved gain on sale margins Capital market fees increased $4 million, reflecting higher debt and equity underwriting activity and a $14 million mark-to-market gain on loan/bond trading assets, partially offset by lower loan syndication fees Trust and investment services fees decreased $8 million reflecting COVID-19 impacts on sales Services charges and fees and card fees were materially lower given impacts from COVID-19 disruption Other income declined from second quarter 2019 levels that included gains related to asset dispositions and efficiency initiatives $s in millions Mortgage banking fees Noninterest income 2Q20 change from Underlying, as applicable 2Q20 1Q20 2Q19 1Q20 2Q19 $ % $ % Service charges and fees 84 $ 118 $ 126 $ (34) $ (29) % (42) $ (33) % Mortgage banking fees 276 159 62 117 74 214 NM Card fees 48 56 64 (8) (14) (16) (25) Capital markets fees 61 43 57 18 42 4 7 Trust and investment services fees 45 53 53 (8) (15) (8) (15) FX and interest rate products 34 24 35 10 42 (1) (3) Letter of credit and loan fees 31 34 33 (3) (9) (2) (6) Securities gains, net 3 — 4 3 100 (1) (25) Other income 8 10 28 (2) (20) (20) (71) Noninterest income 590 $ 497 $ 462 $ 93 $ 19 % 128 $ 28 %

$s in millions Noninterest expense Highlights Linked quarter: Underlying noninterest expense decreased $19 million, or 2%, reflecting seasonally lower salaries & benefits Underlying salaries and employee benefits decreased $30 million, or 6%, largely reflecting seasonal reductions in payroll taxes, 401(k) matching and stock-based compensation costs FTEs increased 3% to ~18,300 driven by Mortgage volumes Underlying equipment and software expense up $10 million, or 8%, reflecting increased technology spend Underlying outside services increased $2 million, or 2%, tied to growth initiatives Prior-year quarter: Underlying noninterest expense up $16 million, or 2%, reflecting the impact of ongoing investments in growth initiatives as well as the benefit of continued expense discipline Underlying salaries and employee benefits relatively stable Underlying equipment and software expense up $16 million, or 13%, driven by increased technology spend Underlying outside services expense up $6 million, or 5%, reflecting investments in growth initiatives Underlying occupancy decreased $3 million, or 4%, reflecting expense discipline and the benefit of TOP efficiency initiatives Underlying other expense decreased $7 million, largely driven by lower travel-related expense due to the pandemic See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. See page 29 for noninterest expense reported results detail and page 3 for efficiency ratio reported results. Underlying efficiency ratio(1)

Average loans and leases Highlights YoY loan growth á 10% á 3% á 17% Total core Total core retail Total core commercial Total core commercial loans and leases Total core retail loans (2) Linked quarter: Core loans and leases up $7.7 billion, or 6%, largely reflecting higher commercial line of credit utilization tied to COVID-19 disruptions and PPP loans Core commercial loans increased $7.9 billion, or 13%, reflecting COVID-19-related line of credit utilization impact of $3.9 billion and PPP loan impact of $3.4 billion Commercial line utilization of ~40% at quarter end compared to ~50% at 1Q20 given repayments Core retail loans relatively stable reflecting growth in education offset by decreases in home equity, auto and unsecured Period-end loans decreased $1.8 billion, or 1%; $0.9 billion decrease before the impact of $936 million transfer of education loans to held for sale Total core loan yields decreased 60 bps due to the impact of lower rates Prior-year quarter: Core loans and leases up $11.4 billion, or 10% largely reflecting higher commercial line of credit utilization tied to COVID-19 disruptions and PPP loans Core commercial up $9.8 billion, or 17%, reflecting COVID-19-related line of credit utilization impact of $4.9 billion, the $3.4 billion PPP loan impact and growth in commercial real estate Core retail loans up $1.6 billion, or 3%, reflecting growth in education and other retail, partially offset by lower home equity and the impact of mortgage loan sales Period-end loan growth of $8.9 billion, or 8%, reflects 14% growth in commercial, including impact of higher line of credit utilization and PPP loans, and 2% growth in retail Total core loan yields decreased 102 bps given the impact of lower rates See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. $s in billions

Linked quarter: Total deposits up $15.0 billion, or 12% Growth in demand deposits, money market accounts, checking with interest and savings, partially offset by a decrease in term deposits Citizens Access® deposits of $6.5 billion at quarter end Period-end deposit growth of $10.1 billion, or 8%, reflects the impact of government stimulus as well as corporate clients building liquidity Total deposit costs decreased 37 bps, reflecting proactive pricing discipline; interest-bearing deposits down 46 bps Total cost of funds decreased 40 bps, reflecting a shift in funding mix towards deposits from borrowings, proactive pricing discipline and the benefit of lower rates Prior-year quarter: Total deposits up $18.4 billion, or 15% Growth in money market accounts, demand deposits, savings and checking with interest, partially offset by a decrease in term deposits Total deposit costs decreased 65 bps, reflecting the impact of lower rates and favorable shift in deposit mix Period-end deposit growth of $19.6 billion, or 16%, reflects the impact of government stimulus as well as corporate clients building liquidity Total cost of funds decreased 72 bps, given improved funding mix from deposit growth and lower rates Average funding and cost of funds Highlights $s in billions Average interest-bearing liabilities and DDA(1) Long-term borrowed funds ST borrowed funds Term deposits Checking with interest DDA Money market & savings See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28.

Nonaccrual loans to total loans ratio of 0.79% compares with 0.61% in 1Q20 and 0.62% in 2Q19 Nonaccrual loans of $990 million increased $210 million, or 27%, QoQ, reflecting a $192 million increase in commercial and an $18 million increase in retail; Nonaccrual loans increased $263 million, or 36% YoY Net charge-offs increased $10 million QoQ, given a $27 million increase in commercial, partially offset by a $17 million decrease in retail given the impact of forbearance. Net charge-off ratio stable QoQ at 0.46% Allowance for credit losses of $2.5 billion includes a $451 million increase recorded upon the January 1, 2020 adoption of CECL, a $317 million reserve build in 2Q20 and a $463 million reserve build in 1Q20 associated with COVID-19 impacts. Compares with $2.2 billion in 1Q20 and $1.3 billion in 2Q19 Allowance for credit losses to total loans of 2.01%, or 2.09% excluding PPP loans(3), compares with 1.73% in 1Q20 and 1.13% in 2Q19 Allowance for credit losses to nonaccrual loans coverage ratio of 255% compares with 283% in 1Q20 and 182% in 2Q19 Provision for credit losses of $464 million reflects $317 million net reserve build primarily associated with COVID-19 impacts; in addition, ~$100 million of reserves associated with planned loan sale were reallocated to the remaining loan portfolio; compares with $463 million reserve build in 1Q20 Credit quality(1) $s in millions Nonaccrual loans Allowance for credit losses Highlights Provision for credit losses, net charge-offs Provision for credit losses Total net c/os Net c/o ratio See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. (3) (2)

Supporting customers and clients in need while prudently managing risk Forbearance summary See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. Pace of new forbearance requests has slowed dramatically across all consumer loan categories and early trends are encouraging: Broadly stable early-stage delinquency trends for loans not in forbearance Meaningful percentage of customers in forbearance continue to pay Proactive customer outreach to evaluate readiness to return to payment or need for further assistance ~93% current at time of initial forbearance request Working proactively with Commercial Bank customers seeking flexibility on loan terms and conditions $s in billions $4.7 billion PPP loan balance at June 30, 2020 Customer profile skews to small businesses ~$98,000 average loan size ~84% of loans under $100,000 ~93% of loans for companies with under 25 employees Over 540,000 jobs supported Expect high percentage to be forgiven over third and fourth quarter PPP lending 2

2Q20 provision expense of $464 million Includes CECL-related reserve build primarily tied to COVID-19 impacts of $317 million, or $0.59 per share ACL/loan ratio improved 28 bps to 2.01%; ACL/loan ratio excluding PPP loans improved 36 bps to 2.09%(2) Reserves relatively evenly distributed across Retail and Commercial portfolios Notwithstanding sizable reserve build, CET1 ratio improved 20 bps to 9.6% given robust PPNR growth and no share repurchases Strong capital position permits meaningful capacity if further reserve build necessary For illustrative purposes, a reduction in the CET1 ratio to 9.50% for an incremental reserve build would deliver a 2.33% ACL/loan ratio ex-PPP; i.e., each 10 bps decrease in CET1 for reserve build translates to a ~24 bps increase in ACL/loan ratio Macroeconomic Forecast(1) Utilized May 13 Moody’s Baseline scenario, which reflects 2Q20 GDP down ~33%, with peak unemployment of ~15%, followed by a gradual recovery in 2H20 This scenario is more severe than 1Q20 which had 2Q GDP down ~18% and peak unemployment of ~9% The macro scenario was adjusted for the estimated benefits of fiscal stimulus, Fed programs and forbearance While depth of recession and recovery path are clearer than at Q1 close, significant future uncertainty still exists Key Variables Real GDP Unemployment Rate Case-Shiller Home Price Index Total of 9 major variables utilized, with hundreds of individual inputs CECL provision reflects impact from COVID-19 disruption Highlights CECL methodology and key variables See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. Allowance for credit losses

2Q20 CET1 ratio of 9.6%(3) increased 20 bps from 1Q20 while incorporating CECL reserve build of $317 million Net income: 17 bp increase RWA decline: 11 bp increase Dividends and other: 8 bp decrease LDR of 87.5%, or 84.3% excluding PPP loans, compares with 95.5% in 1Q20(1)(2) Issued $400 million of preferred stock in 2Q20 that qualifies as additional tier 1 capital Previously announced suspension of stock repurchase program through December 31, 2020 Capital and liquidity remain strong Highlights Capital Ratio trend Loan-to-deposit ratio(2) See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28.

Strong reserve, capital & PPNR relative to stress losses Strong capital and allowance level plus PPNR generation provides substantial coverage of severe loss scenarios See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. Observations Maintaining strong capital and credit reserve levels $2.5B allowance for credit losses ~$2.5B excess CET1 capital based on preliminary stress capital buffer (“SCB”); ~$3.4B pre-tax equivalent ACL provides significant coverage of potential credit losses across a range of stressful scenarios Current allowance for credit losses plus excess CET1 capital (pre-tax basis) exceeds Company-run 2020 severely adversely losses by ~$1 billion before PPNR generation Resilient PPNR sufficient to cover difference between $6.7 billion Fed-run 2020 severely adverse losses and ~$5.9 billion loss coverage capacity before PPNR Bank Holding Company-run 2020 DFAST severely adverse loss rate of 4.2%; historically in-line or better than peer average Fed-run 2020 DFAST severely adverse credit loss rate of 5.6% in-line with peer average $s in billions Estimated excess CET1 capital above preliminary SCB (pre-tax)(1) Allowance for credit losses Company-run severely adverse stress loss rates 2014-2020 2020 Severely adverse loss coverage capacity before PPNR ~$5.9 ~ ~ (2)

2020 DFAST severely adverse PPNR as % of average assets CFG Fed-run Peer Average Fed-run CFG Company-run CFG 1H20 (1) Commentary: Fed severely adverse stress test results Citizens continues to demonstrate resiliency through current real-life stress See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. Fed CCAR/DFAST results illustrate strong capital position and further improvements to balance sheet and business model Preliminary SCB of 3.4% indicated by Fed for CFG is above peer average of 2.6%; company views elevated SCB level as not representative of CFG’s improved business model We are following the SCB reconsideration process to address Fed methodology issues: PPNR model reflects data from earlier periods when Citizens was owned by a foreign bank, ineligible for TARP and forced to reduce balance sheet which lowered profitability. Does not appropriately weight improvements over time, including recent acquisitions Fed models 2.3% PPNR % of average assets for CFG, well below peer average of 3.3% and first half 2020 actual of 3.7% Credit loss methodology overstates potential losses by not considering certain counterparty loss-sharing obligations and favorable loan characteristics Observations 2020 DFAST severely adverse credit loss rate CFG Fed-run Peer Average Fed-run CFG Company-run (1)

2Q20 YoY Strategic initiatives update Fee growth Consumer Enhance mortgage platform Record mortgage banking fees; originations up 87% and gain on sale margins improved 196 bps to 3.09% Expand wealth Resilient trust and investment services fees; Managed money revenue up 10%; Households up 4% Commercial Expand Capital & Global Markets capabilities Record bond & equity underwriting fees, up 112% Interest rate products ex-CVA up 27% Build out Treasury Solutions Continued investment in digital and payments offerings and infrastructure Foundational initiatives TOP 6 and BSO Transformational TOP 6 program on track - targeting ~$300-$325 million in pre-tax run-rate benefit by year-end 2021; adding significant new efficiency initiatives - digitization of customer interactions/ops, other initiatives for post-COVID-19 environment Improve portfolio mix and reposition certain portfolios Core education, personal unsecured and merchant financing up 25% Developing originate-to-distribute model; planned $936 million education loan sale Continue to recycle capital toward better-return commercial relationships Optimize deposit mix Proactive IBD pricing, down 46 bps QoQ; Strong DDA growth, with Consumer DDA balances up 30% YoY Strategic revenue initiatives Expand CitizensAccess® Recalibrating to current rate environment and continuing to develop an integrated national value proposition Reinvent the payment experience at point of sale Continued momentum with merchant partners, focusing on new, strategic verticals Initiating live pilot on customer-led POS value proposition Integrate digital offerings for small business customers Committed to initiative; temporarily paused to focus on serving small business customers through the COVID-19 crisis, including the SBA PPP Strategic & business highlights Group Announced $10 million investment to promote social equity and advance economic opportunity in underserved communities Funded $4.7 billion of SBA-PPP loans supporting over 540,000 jobs Achieved ‘Outstanding’ Community Reinvestment Act Rating Consumer Accelerating transformation of branch capabilities to improve customer and colleague engagement New Citizens Bank mobile app rollout beginning July Launched SpeciFi Save & GrowTM and won Digital Initiative of the Year Commercial Continued top-10 overall middle market lead/joint lead bookrunner by number of transactions Continuing to build out high yield fixed income business launched in 2019 Celent Model Bank Award for Commercial Bank Transformation

FY2020 outlook vs. FY2019 Net interest income Broadly stable vs. FY19 including the benefit of PPP program Expect strong loan growth to offset meaningful decrease in NIM due to rates Noninterest income Up meaningfully vs. FY19, as strength in mortgage is expected to more than offset COVID-19 weakness in other categories Noninterest expense Up modestly vs. FY19 Provision expense Greatest potential for variability; will depend on pace of recovery Loans/Deposits Expect strong loan growth vs. FY19 given commercial line draws, government programs like PPP and increased demand in education and merchant financing Strong increase in commercial and retail deposits; in general, heightened liquidity given zero interest rate policy and Fed initiatives Capital Capital ratios projected to strengthen from 2Q20 levels as net income and the suspension of buybacks in 2020 more than offset the increase in RWAs Expect capital ratios to remain strong and above required minimums even in more severe scenarios Liquidity & Funding Projected to remain strong and stable We offer commentary on factors influencing FY2020 outlook for key categories

3Q20 outlook vs. 2Q20 See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. We offer commentary on factors influencing key categories

Key messages Citizens 2Q20 results demonstrate strength and resiliency of franchise, along with continued strong execution Underlying results reflect the benefit of Citizens diversified business model Record fee income driven by record results in mortgage banking Continuing excellent performance across loans, deposits, liquidity and capital Positive operating leverage year over year of 5.9%; 54.9% efficiency ratio(1) Excluding reserve build, EPS of $1.14 and ROTCE of 14.4%(1) Citizens remains well capitalized and maintains ample liquidity Robust capital levels with CET1 ratio of 9.6%(2), up 20 bps QoQ ACL/loans of 2.01%, 2.09% excluding PPP loans(1) Deposit growth of $15.0 billion linked quarter, with spot LDR of 84.3% excluding PPP loans(1) TBV/share of $32.13 up 4% YoY and 1% QoQ Committed to serving our customers and communities Originated $4.7 billion of PPP loans, helping support over 540,000 jobs Committed $10 million to promote social equity and drive economic advancement in underserved communities Continue to make progress on our strategic initiatives, while incorporating changes from the environment Adding significant new efficiency initiatives, including acceleration of digitization of customer interactions/operations Seeking to come out of crisis with positive momentum See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28.

Appendix

Underlying results pre and post CECL reserve build(1) See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. See page 3 for reported results. $s in millions 2Q20 Income Statement and EPS

Allocation of allowance by product type See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. See page 3 for reported results. $s in millions Allowance for credit losses coverage ratio ex PPP increased 36 bps in 2Q20 and 26 bps in 1Q20 after CECL adoption

Commercial credit – diversified portfolio with prudent credit discipline Overall Highly granular and diversified portfolio in terms of geography, industry and asset class Experienced leadership team focused on portfolios most heavily impacted by COVID-19 and low energy prices Robust client-level cash flow analysis performed on each segment to inform underlying strategies Industries of Market Concern (Boxed) ~10% of Total CFG (down ~$1 billion) Potential risk mitigants include: CRE Retail and Hospitality is well diversified geographically, with some markets expected to perform better than others over time ~74% of Food Services in fast/fast casual concepts – likely better positioned to manage social distancing via take out and drive-through ~63% of Retail Trade is lower-risk gas stations, convenience stores and other essential services expected to recover more quickly ~62% of Energy & Related in less-price sensitive sectors Significant client hedges in place for more price sensitive areas, ~76% of price risk is hedged through YE20, with ~51% through YE21 ~49% of Arts, Entertainment & Recreation Sports to sports teams and stadiums Low historic loss rates given contractual revenues from cable broadcasters $s in billions Highlights See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28.

Commercial credit – update on industries of market concern 2Q20 Balance ex-PPP % of total CFG   Non-accrual Industry sectors $ %   Commentary   CRE - Retail and hospitality $ 2.5 2 % $ 0.05 2.15 % Focused on larger, well-capitalized institutional and upper middle market clients; diversified geographically Project-specific monitoring as well as delinquency, vacancy and absorption rates Accommodation and Food Services 4.2 3 0.04 1.07 ~74% Food Services is fast food and fast casual; better positioned given takeout and drive-through capabilities Franchisees benefit from franchisor support with rent deferrals and other concessions Accommodation clients will experience most significant disruption, though majority entered shutdown with significant liquidity Accommodation 1.4 1 - - Food Services and Drinking Places 2.8 2 0.04 1.59 Retail Trade 2.8 2   < 0.01 0.06   ~63% tied to lower-risk essential retail services not materially impacted such as gas stations, convenience and grocery stores Closely monitoring impacts of resurgence and “hot spots” across geographies Energy & Related 2.7 2 0.06 2.12 Well diversified portfolio with ~145 clients; ~38% more price-sensitive Monitoring midstream volume and counterparty exposure Arts, Entertainment, and Recreation 1.6 1   < 0.01 0.27   ~49% to sports teams and stadiums; low historic loss rates given contractual network and broadcast revenue Majority of Amusement, Gambling and Recreation clients have significant liquidity Total industries of market concern(1) $ 13.8 10 % $ 0.16 1.18 % Total commercial $ 64.9 52 % $ 0.51 0.78 % Working proactively with clients and remain ready to support our clients’ needs See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 28. $s in billions

Retail credit - diversified portfolio with prudent credit discipline Highlights ~70% of the retail portfolio is secured Mortgage weighted-average LTV of 62% with ~3% of the portfolio with refreshed FICO scores <650 ~50% of the HELOC portfolio is secured by 1st lien ~72% of HELOC has CLTV <70; ~93% CLTV < 80 Took proactive action in 2017 to limit national auto footprint to larger multi-dealers by reducing states and eliminating small dealerships Limited exposure to higher-risk, longer- duration loans Education refinance portfolio borrowers at origination have been employed ~6 years on average with: ~30% co-sign ~60% have advanced degrees Education InSchool ~90% co-sign Vast majority of merchant partnership subject to loss sharing arrangements $s in billions

Retail credit – portfolio and forbearance detail Retail performance reflects Citizens strong underlying credit quality and prudent underwriting discipline and we remain ready to assist our customers through navigating these challenges 2Q20 % of total Nonaccrual In forbearance Portfolios Balance CFG   $s %   $s %   Commentary   Residential mortgage $ 19.2 15 % $ 0.11  0.58 % $ 1.1 5.6 % Weighted-average refreshed FICO of ~785; LTV of ~62% Home equity 12.5 10 0.25 2.02 0.4 3.3 ~50% secured by 1st lien; weighted-average FICO of ~765; ~93% with CLTV < 80% Monitoring utilization and will continue to monitor as unemployment rates remain elevated Auto 12.0 10   0.07  0.56   1.0  8.1 Purchase only, no leasing; weighted average FICO ~730 Tightened origination credit box Education 10.6 8 0.02 0.17 0.9  8.7 Weighted-average FICO of ~780 and co-sign rate of ~50% InSchool portfolio FICO of ~775; ~90% co-sign rate Refinance portfolio FICO of ~780; ~30% co-sign rate Credit card 1.9 2 0.02 1.11 0.0 2.3 Weighted average of FICO of ~735 Other Retail 4.5 4   0.01 0.26   0.2  4.0 Performance remains steady, reflecting the relatively low payment amounts and automated payment Loss-share arrangements offer strong protection Total Retail $ 60.8 48 % $ 0.48  0.80 % $ 3.5  6.0 % $s in billions

Notable Items(1) First and second quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. First and second quarter 2020 and second quarter 2019 results also reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company ("FAMC") acquisition. These notable items have been excluded from reported results to better reflect Underlying operating results. Cumulative after-tax integration costs related to the FAMC acquisition totaled $32 million through the end of second quarter 2020. See pages 38-39 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described above.

GAAP noninterest income and noninterest expense summary $s in millions GAAP 2Q20 change from Noninterest expense 2Q20 1Q20 2Q19 1Q20 2Q19 $ % $ % Service charges and fees 84 $ 118 $ 126 $ (34) $ (29) % (42) $ (33) % Mortgage banking fees 276 159 62 117 74 214 NM Card fees 48 56 64 (8) (14) (16) (25) Capital markets fees 61 43 57 18 42 4 7 Trust and investment services fees 45 53 53 (8) (15) (8) (15) FX and interest rate products 34 24 35 10 42 (1) (3) Letter of credit and loan fees 31 34 33 (3) (9) (2) (6) Securities gains, net 3 — 4 3 100 (1) (25) Other income 8 10 28 (2) (20) (20) (71) Noninterest income 590 $ 497 $ 462 $ 93 $ 19 % 128 $ 28 %

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data

$s in millions, except share, per share and ratio data Non-GAAP financial measures and reconciliations

Non-GAAP financial measures and reconciliations – Underlying excluding the reserve build $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations – Underlying excluding the reserve build $s in millions, except share, per share and ratio data

Non-GAAP financial measures and reconciliations – Underlying excluding the impact of PPP Loans $s in millions, except share, per share and ratio data

Notes on Non-GAAP Financial Measures See important information on Non-GAAP Financial Measures at the beginning and end of this presentation for an explanation of our use of these non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” or “Adjusted” 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. References to “Underlying results before the impact of Acquisitions” exclude the impact acquisitions that occurred after second quarter 2018 and notable items. General Notes References to net interest margin are on a fully taxable equivalent ("FTE") basis. In 1Q19, Citizens changed its quarterly presentation of net interest income and net interest margin (NIM). Consistent with our understanding of general peer practice, the Company simplified the calculation of its reported NIM to equal net interest income, annualized based on the actual number of days in the period, divided by average total interest earning assets for the period. Under the Company’s prior methodology, NIM was calculated using the difference between the annualized yield on average total interest-earning assets and total interest-bearing liabilities for the period. The Company also began presenting both net interest income and NIM on an FTE basis. Prior periods have been revised consistent with the current presentation. Beginning in the first quarter of 2019, borrowed funds balances and the associated interest expense are based on original maturity. Prior periods have been adjusted to conform with the current period presentation. References to “Underlying results before the impact of Acquisitions” exclude the impact of acquisitions occurring after 2Q18 and notable items. 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. Select totals may not sum due to rounding. Current period regulatory capital ratios based on Basel III standardized approach are preliminary. Any mention of EPS refers to diluted EPS. Throughout this presentation, references to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. Notes on slide 3 – 2Q20 GAAP financial summary See above general note a). In 3Q18, we revised our method of calculating the loan-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. Prior periods have been adjusted to conform with current period presentation. Full-time equivalent employees. Notes on slide 4 – Executive summary See above note on non-GAAP financial measures. See above general note h). See above general note f). Notes on slide 5 – 2Q20 Underlying financial summary See above note on non-GAAP financial measures. Notes on slide 8 – Noninterest expense See above note on non-GAAP financial measures. Notes on slide 9 – Average loans and leases See above general note e). Non-core loans are primarily liquidating loan and lease portfolios inconsistent with our strategic priorities, generally as a result of geographic location, industry, product type or risk level and are included in Other. Notes on slide 10 – Average funding and cost of funds See above note on non-GAAP financial measures. Notes on slide 11 – Credit quality Beginning in the fourth quarter of 2019, nonperforming balances exclude both fully and partially guaranteed residential mortgage loans sold to Ginnie Mae for which the Company has the right, but not the obligation, to repurchase. Prior periods have been adjusted to exclude partially guaranteed amounts to conform with the current period presentation. Allowance for credit losses to nonperforming loans and leases. See above note on non-GAAP financial measures. Notes on slide 12 – Supporting customers and clients in need while prudently managing risk Represents loans in which principal and/or interest was suspended for COVID-19 relief Represents portion of the portfolio granted forbearance; percentage based on principal balances. Notes on slide 13 – CECL provision reflects impact from COVID-19 disruption Macroeconomic forecast over 2-year reasonable and supportable period. Total of 9 major variables utilized, with hundreds of individual inputs. Proprietary macroeconomic forecast is underpinned by Moody’s COVID-19 consensus forecast supplemented with adjustments based on alternate economic scenarios. See above note on non-GAAP financial measures. Notes on slide 14 – Capital and liquidity remain strong See above general note f). Period-end loan-to-deposit ratio, excluding loans held for sale. Notes on slide 15 – Strong reserve, capital & PPNR relative to stress losses Pretax equivalent estimated based on 25% tax rate Represents Bank Holding Company-run severely adverse scenario credit loss rates. 2014-2017 peer average includes BBT, CMA, FITB, KEY, MTB, PNC, RF, STI, and USB; 2018 peer average excludes CMA. 2019 peer average includes PNC and USB only. 2020 peer average includes PNC, TFC and USB. Notes on slide 16 – Commentary: Fed severely adverse stress test results Represents annualized pre-provision profit for first half 2020 as % of 9-quarter average assets used in 2020 DFAST Notes

Notes on slide 19 – 3Q20 vs. 2Q20 outlook See above note on non-GAAP financial measures. Notes on slide 20 – Key messages See above note on non-GAAP financial measures. See above general note f). Notes on slide 22 – Underlying results per and post CECL reserve build See above note on non-GAAP financial measures. Notes on slide 23 – Allocation of allowance by product type Includes commercial leases. Notes on slide 24 – Commercial credit – diversified portfolio with prudent credit discipline All other includes sectors with a balance less than 1% of total CFG loans. See above general note e. Notes on slide 25 – Commercial Credit – update on industries of market concern See above general note e. Notes on slide 28 – Notable items See above note on non-GAAP financial measures. Notes continued

EX-99.3

Exhibit 99.3

Financial Supplement

Second Quarter 2020

1

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

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

2

CONSOLIDATED FINANCIAL HIGHLIGHTS

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

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
SELECTED OPERATING DATA
Total revenue	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			6	%	$	122			7	%	$	3,407		$	3,216		$	191			6	%
Noninterest expense		979			1,012			986			973			951			(33	)		(3	)		28			3			1,991			1,888			103			5
Profit before provision for credit losses		771			645			651			665			677			126			20			94			14			1,416			1,328			88			7
Provision for credit losses		464			600			110			101			97			(136	)		(23	)		367			NM			1,064			182			882			NM
NET INCOME		253			34			450			449			453			219			NM			(200	)		(44	)		287			892			(605	)		(68	)
Net income, Underlying1		263			59			454			453			458			204			NM			(195	)		(43	)		322			901			(579	)		(64	)
Net income available to common stockholders		225			12			427			432			435			213			NM			(210	)		(48	)		237			859			(622	)		(72	)
Net income available to common stockholders, Underlying1		235			37			431			436			440			198			NM			(205	)		(47	)		272			868			(596	)		(69	)
PER COMMON SHARE DATA
Basic earnings	$	0.53		$	0.03		$	0.98		$	0.97		$	0.95		$	0.50			NM		($	0.42	)		(44	%)	$	0.56		$	1.87		($	1.31	)		(70	%)
Diluted earnings		0.53			0.03			0.98			0.97			0.95			0.50			NM			(0.42	)		(44	)		0.55			1.86			(1.31	)		(70	)
Basic earnings, Underlying1		0.55			0.09			0.99			0.98			0.96			0.46			NM			(0.41	)		(43	)		0.64			1.89			(1.25	)		(66	)
Diluted earnings, Underlying1		0.55			0.09			0.99			0.98			0.96			0.46			NM			(0.41	)		(43	)		0.64			1.88			(1.24	)		(66	)
Cash dividends declared and paid per common share		0.39			0.39			0.36			0.36			0.32			—			—			0.07			22			0.78			0.64			0.14			22
Book value per common share		47.92			47.78			47.63			46.67			45.61			0.14			—			2.31			5			47.92			45.61			2.31			5
Tangible book value per common share		32.13			31.97			32.08			31.48			30.88			0.16			1			1.25			4			32.13			30.88			1.25			4
Dividend payout ratio		74	%		1,398	%		37	%		37	%		34	%		NM						NM						140	%		34	%		NM
Dividend payout ratio, Underlying1		71			451			36			37			33			NM						NM						122			34			NM
COMMON SHARES OUTSTANDING
Average: Basic		426,613,053			427,718,421			434,684,606			445,703,987			458,154,335			(1,105,368	)		—	%		(31,541,282	)		(7	%)		427,165,737			459,426,685			(32,260,948	)		(7	%)
Diluted		427,566,920			429,388,855			436,500,829			447,134,595			459,304,224			(1,821,935	)		—			(31,737,304	)		(7	)		428,292,580			460,857,535			(32,564,955	)		(7	)
Common shares at period-end		426,824,594			426,586,533			433,121,083			443,913,525			457,903,826			238,061			—			(31,079,232	)		(7	)		426,824,594			457,903,826			(31,079,232	)		(7	)

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

3

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

	QUARTERLY TRENDS																									FOR THE SIX MONTHS ENDED JUNE 30,
																2Q20 Change																2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20					2Q19					2020			2019			2019
																$/bps			%		$/bps			%								$/bps			%
FINANCIAL RATIOS
Net interest margin		2.87	%		3.09	%		3.04	%		3.10	%		3.20	%		(22	) bps				(33	) bps				2.98	%		3.22	%		(24	) bps
Net interest margin, FTE1		2.88			3.10			3.06			3.12			3.21			(22	) bps				(33	) bps				2.99			3.23			(24	) bps
Return on average common equity		4.44			0.24			8.30			8.35			8.54			420	bps				(410	) bps				2.35			8.58			(623	) bps
Return on average common equity, Underlying2		4.63			0.74			8.36			8.45			8.63			389	bps				(400	) bps				2.69			8.67			(598	) bps
Return on average tangible common equity		6.62			0.36			12.39			12.44			12.75			626	bps				(613	) bps				3.51			12.87			(936	) bps
Return on average tangible common equity, Underlying2		6.90			1.10			12.49			12.58			12.89			580	bps				(599	) bps				4.03			13.00			(897	) bps
Return on average total assets		0.57			0.08			1.08			1.10			1.13			49	bps				(56	) bps				0.33			1.12			(79	) bps
Return on average total assets, Underlying2		0.59			0.14			1.09			1.11			1.14			45	bps				(55	) bps				0.37			1.13			(76	) bps
Return on average total tangible assets		0.59			0.09			1.13			1.15			1.17			50	bps				(58	) bps				0.35			1.17			(82	) bps
Return on average total tangible assets, Underlying2		0.61			0.15			1.14			1.16			1.19			46	bps				(58	) bps				0.39			1.18			(79	) bps
Effective income tax rate		17.69			24.13			16.76			20.46			21.86			(644	) bps				(417	) bps				18.51			22.14			(363	) bps
Effective income tax rate, Underlying2		19.36			24.52			21.52			22.29			21.89			(516	) bps				(253	) bps				20.36			22.16			(180	) bps
Efficiency ratio		55.91			61.10			60.28			59.40			58.41			(519	) bps				(250	) bps				58.43			58.70			(27	) bps
Efficiency ratio, Underlying2		54.85			59.08			58.02			58.22			58.02			(423	) bps				(317	) bps				56.91			58.34			(143	) bps
Noninterest income as a % of total revenue		34	%		30	%		30	%		30	%		28	%		400	bps				600	bps				32	%		28	%		400	bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio		9.6	%		9.4	%		10.0	%		10.3	%		10.5	%
Tier 1 capital ratio		10.9			10.5			11.1			11.1			11.3
Total capital ratio		13.1			12.5			13.0			13.0			13.4
Tier 1 leverage ratio		9.3			9.6			10.0			9.9			10.1
Tangible common equity ratio		7.9			8.0			8.7			8.9			9.1
SELECTED BALANCE SHEET DATA
Loans-to-deposits ratio (period-end balances)		87.53	%		95.54	%		95.03	%		94.52	%		94.22	%		(801	) bps				(669	) bps				87.53	%		94.22	%		(669	) bps
Loans-to-deposits ratio (average balances)		90.93			95.60			94.63			94.62			95.64			(467	) bps				(471	) bps				93.13			96.65			(352	) bps
Full-time equivalent colleagues		18,312			17,863			17,997			18,116			18,207			449			3		105			1		18,312			18,207			105			1

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

²  These are non-GAAP financial measures. For further information on these measures, refer to “Non-GAAP Financial Measures and Reconciliations.”

4

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

	QUARTERLY TRENDS																						FOR THE SIX MONTHS ENDED JUNE 30,
											2Q20 Change																2020 Change
	2Q20		1Q20		4Q19		3Q19		2Q19		1Q20						2Q19						2020		2019		2019
											$			%			$			%							$			%
INTEREST INCOME
Interest and fees on loans and leases	$	1,192	$	1,302	$	1,312	$	1,356	$	1,392	($	110	)		(8	%)	($	200	)		(14	%)	$	2,494	$	2,773	($	279	)		(10	%)
Interest and fees on loans held for sale		20		15		18		19		15		5			33			5			33			35		26		9			35
Interest and fees on other loans held for sale		7		9		5		2		2		(2	)		(22	)		5			250			16		6		10			167
Investment securities		130		147		159		153		164		(17	)		(12	)		(34	)		(21	)		277		330		(53	)		(16	)
Interest-bearing deposits in banks		1		5		7		8		7		(4	)		(80	)		(6	)		(86	)		6		15		(9	)		(60	)
Total interest income		1,350		1,478		1,501		1,538		1,580		(128	)		(9	)		(230	)		(15	)		2,828		3,150		(322	)		(10	)
INTEREST EXPENSE
Deposits		124		227		263		297		308		(103	)		(45	)		(184	)		(60	)		351		595		(244	)		(41	)
Short-term borrowed funds		—		1		2		2		4		(1	)		(100	)		(4	)		(100	)		1		6		(5	)		(83	)
Long-term borrowed funds		66		90		93		94		102		(24	)		(27	)		(36	)		(35	)		156		223		(67	)		(30	)
Total interest expense		190		318		358		393		414		(128	)		(40	)		(224	)		(54	)		508		824		(316	)		(38	)
Net interest income		1,160		1,160		1,143		1,145		1,166		—			—			(6	)		(1	)		2,320		2,326		(6	)		—
NONINTEREST INCOME
Service charges and fees		84		118		128		128		126		(34	)		(29	)		(42	)		(33	)		202		249		(47	)		(19	)
Mortgage banking fees		276		159		80		117		62		117			74			214			NM			435		105		330			NM
Card fees		48		56		64		67		64		(8	)		(14	)		(16	)		(25	)		104		123		(19	)		(15	)
Capital markets fees		61		43		66		39		57		18			42			4			7			104		111		(7	)		(6	)
Trust and investment services fees		45		53		52		50		53		(8	)		(15	)		(8	)		(15	)		98		100		(2	)		(2	)
Foreign exchange and interest rate products		34		24		49		35		35		10			42			(1	)		(3	)		58		71		(13	)		(18	)
Letter of credit and loan fees		31		34		35		34		33		(3	)		(9	)		(2	)		(6	)		65		66		(1	)		(2	)
Securities gains, net		3		—		4		3		4		3			100			(1	)		(25	)		3		12		(9	)		(75	)
Other income		8		10		16		20		28		(2	)		(20	)		(20	)		(71	)		18		53		(35	)		(66	)
Total noninterest income		590		497		494		493		462		93			19			128			28			1,087		890		197			22
TOTAL REVENUE		1,750		1,657		1,637		1,638		1,628		93			6			122			7			3,407		3,216		191			6
Provision for credit losses		464		600		110		101		97		(136	)		(23	)		367			NM			1,064		182		882			NM
NONINTEREST EXPENSE
Salaries and employee benefits		513		549		502		508		507		(36	)		(7	)		6			1			1,062		1,016		46			5
Equipment and software expense		142		133		133		130		126		9			7			16			13			275		251		24			10
Outside services		131		135		142		128		118		(4	)		(3	)		13			11			266		228		38			17
Occupancy		82		84		88		80		82		(2	)		(2	)		—			—			166		165		1			1
Other operating expense		111		111		121		127		118		—			—			(7	)		(6	)		222		228		(6	)		(3	)
Total noninterest expense		979		1,012		986		973		951		(33	)		(3	)		28			3			1,991		1,888		103			5
Income before income tax expense		307		45		541		564		580		262			NM			(273	)		(47	)		352		1,146		(794	)		(69	)
Income tax expense		54		11		91		115		127		43			NM			(73	)		(57	)		65		254		(189	)		(74	)
Net income	$	253	$	34	$	450	$	449	$	453	$	219			NM		($	200	)		(44	%)	$	287	$	892	($	605	)		(68	%)
Net income, Underlying1	$	263	$	59	$	454	$	453	$	458	$	204			NM		($	195	)		(43	%)	$	322	$	901	($	579	)		(64	%)
Net income available to common stockholders	$	225	$	12	$	427	$	432	$	435	$	213			NM		($	210	)		(48	%)	$	237	$	859	($	622	)		(72	%)
Net income available to common stockholders, Underlying1	$	235	$	37	$	431	$	436	$	440	$	198			NM		($	205	)		(47	%)	$	272	$	868	($	596	)		(69	%)

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

5

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES	AS OF															JUNE 30, 2020 CHANGE
	Jun 30, 2020			Mar 31, 2020			Dec 31, 2019			Sept 30, 2019			Jun 30, 2019			March 31, 2020						June 30, 2019
																$			%			$			%
ASSETS
Cash and due from banks	$	1,088		$	1,155		$	1,175		$	1,638		$	996		($	67	)		(6	%)	$	92			9	%
Interest-bearing cash and due from banks		6,358			2,903			2,211			2,204			2,039			3,455			119			4,319			212
Interest-bearing deposits in banks		475			280			297			158			186			195			70			289			155
Debt securities available for sale, at fair value		22,144			22,307			20,613			21,502			21,698			(163	)		(1	)		446			2
Debt securities held to maturity		2,856			3,071			3,202			3,319			3,447			(215	)		(7	)		(591	)		(17	)
Equity securities, at fair value		50			47			47			47			47			3			6			3			6
Equity securities, at cost		607			927			807			734			706			(320	)		(35	)		(99	)		(14	)
Loans held for sale, at fair value		3,631			2,911			1,946			1,993			1,750			720			25			1,881			107
Other loans held for sale		1,362			350			1,384			22			455			1,012			NM			907			199
Loans and leases		125,713			127,528			119,088			117,880			116,838			(1,815	)		(1	)		8,875			8
Less: Allowance for loan and lease losses		(2,448	)		(2,171	)		(1,252	)		(1,263	)		(1,227	)		(277	)		(13	)		(1,221	)		(100	)
Net loans and leases		123,265			125,357			117,836			116,617			115,611			(2,092	)		(2)			7,654			7
Derivative assets		2,069			1,968			807			1,027			833			101			5			1,236			148
Premises and equipment		751			746			761			747			740			5			1			11			1
Bank-owned life insurance		1,739			1,736			1,725			1,720			1,711			3			—			28			2
Goodwill		7,050			7,050			7,044			7,044			7,040			—			—			10			—
Due from broker		51			—			—			257			249			51			100			(198	)		(100	)
Other assets		6,378			5,911			5,878			5,333			5,241			467			8			1,137			22
TOTAL ASSETS	$	179,874		$	176,719		$	165,733		$	164,362		$	162,749		$	3,155			2%		$	17,125			11	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	40,545		$	32,398		$	29,233		$	29,939		$	28,192		$	8,147			25	%	$	12,353			44	%
Interest-bearing		103,073			101,077			96,080			94,775			95,812			1,996			2			7,261			8
Total deposits		143,618			133,475			125,313			124,714			124,004			10,143			8			19,614			16
Short-term borrowed funds		255			1,059			274			1,077			1,441			(804	)		(76	)		(1,186	)		(82	)
Derivative liabilities		198			234			120			161			106			(36	)		(15	)		92			87
Deferred taxes, net		709			782			866			752			767			(73	)		(9	)		(58	)		(8	)
Long-term borrowed funds:
FHLB advances		6			8,007			5,008			3,007			2,258			(8,001	)		(100	)		(2,252	)		(100	)
Senior debt		7,519			6,775			7,382			8,143			7,624			744			11			(105	)		(1	)
Subordinated debt and other debt		1,677			1,655			1,657			1,656			1,656			22			1			21			1
Total long-term borrowed funds		9,202			16,437			14,047			12,806			11,538			(7,235	)		(44	)		(2,336	)		(20	)
Due to broker		155			—			—			206			257			155			100			(102	)		(100	)
Other liabilities		3,319			2,782			2,912			2,795			2,619			537			19			700			27
TOTAL LIABILITIES		157,456			154,769			143,532			142,511			140,732			2,687			2			16,724			12
STOCKHOLDERS’ EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented		1,965			1,570			1,570			1,133			1,133			395			25			832			73
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		18,908			18,901			18,891			18,876			18,860			7			—			48			—
Retained earnings		6,068			6,011			6,498			6,229			5,959			57			1			109			2
Treasury stock, at cost		(4,623	)		(4,623	)		(4,353	)		(3,953	)		(3,453	)		—			—			(1,170	)		(34	)
Accumulated other comprehensive income (loss)		94			85			(411	)		(440	)		(488	)		9			11			582			NM
TOTAL STOCKHOLDERS’ EQUITY		22,418			21,950			22,201			21,851			22,017			468			2			401			2
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	179,874		$	176,719		$	165,733		$	164,362		$	162,749		$	3,155			2%		$	17,125			11	%
Memo: Total tangible common equity	$	13,716		$	13,639		$	13,893		$	13,976		$	14,141		$	77			1	%	($	425	)		(3	%)

6

LOANS AND DEPOSITS

(in millions)

PERIOD-END BALANCES	AS OF										JUNE 30, 2020 CHANGE
	Jun 30, 2020		Mar 31, 2020		Dec 31, 2019		Sept 30, 2019		Jun 30, 2019		Mar 31, 2020						June 30, 2019
											$			%			$			%
LOANS AND LEASES
Commercial	$	48,017	$	49,092	$	41,479	$	41,356	$	41,156	($	1,075	)		(2	%)	$	6,861			17	%
Commercial real estate		14,485		14,502		13,522		12,820		13,123		(17	)		—			1,362			10
Leases		2,428		2,438		2,537		2,557		2,684		(10	)		—			(256	)		(10	)
Total commercial loans and leases		64,930		66,032		57,538		56,733		56,963		(1,102	)		(2	)		7,967			14
Residential mortgages		19,245		18,721		19,083		19,699		19,192		524			3			53			—
Home equity		12,541		12,992		13,154		13,423		13,640		(451	)		(3	)		(1,099	)		(8	)
Automobile		12,028		12,157		12,120		12,070		12,000		(129	)		(1	)		28			—
Education		10,591		10,887		10,347		9,729		9,305		(296	)		(3	)		1,286			14
Other retail		6,378		6,739		6,846		6,226		5,738		(361	)		(5	)		640			11
Total retail loans		60,783		61,496		61,550		61,147		59,875		(713	)		(1	)		908			2
Total loans and leases	$	125,713	$	127,528	$	119,088	$	117,880	$	116,838	($	1,815	)		(1	%)	$	8,875			8	%
Loans held for sale, at fair value		3,631		2,911		1,946		1,993		1,750		720			25			1,881			107
Other loans held for sale		1,362		350		1,384		22		455		1,012			NM			907			199
Loans and leases and loans held for sale	$	130,706	$	130,789	$	122,418	$	119,895	$	119,043	($	83	)		—	%	$	11,663			10	%
DEPOSITS
Demand	$	40,545	$	32,398	$	29,233	$	29,939	$	28,192	$	8,147			25	%	$	12,353			44	%
Checking with interest		27,200		25,358		24,840		24,403		25,021		1,842			7			2,179			9
Regular savings		16,665		14,702		13,779		13,479		13,495		1,963			13			3,170			23
Money market accounts		44,965		42,972		38,725		36,826		35,329		1,993			5			9,636			27
Term deposits		14,243		18,045		18,736		20,067		21,967		(3,802	)		(21	)		(7,724	)		(35	)
Total deposits	$	143,618	$	133,475	$	125,313	$	124,714	$	124,004	$	10,143			8	%	$	19,614			16	%

7

AVERAGE BALANCE SHEETS

(in millions)

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																$			%			$			%									$			%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$	5,231		$	1,859		$	1,970		$	1,474		$	1,229		$	3,372			181	%	$	4,002			NM		$	3,545		$	1,362		$	2,183			160	%
Taxable investment securities		25,180			25,339			25,305			25,635			25,620			(159	)		(1	)		(440	)		(2	)		25,259			25,379			(120	)		—
Non-taxable investment securities		4			4			5			5			5			—			—			(1	)		(20	)		4			5			(1	)		(20	)
Total investment securities		25,184			25,343			25,310			25,640			25,625			(159	)		(1	)		(441	)		(2	)		25,263			25,384			(121	)		—
Investment securities and interest-bearing deposits		30,415			27,202			27,280			27,114			26,854			3,213			12			3,561			13			28,808			26,746			2,062			8
Commercial		50,443			43,152			42,012			41,476			41,755			7,291			17			8,688			21			46,797			41,659			5,138			12
Commercial real estate		14,540			13,876			13,103			12,892			13,379			664			5			1,161			9			14,208			13,325			883			7
Leases		2,426			2,482			2,546			2,615			2,745			(56	)		(2	)		(319	)		(12	)		2,454			2,809			(355	)		(13	)
Total commercial loans and leases		67,409			59,510			57,661			56,983			57,879			7,899			13			9,530			16			63,459			57,793			5,666			10
Residential mortgages		18,872			18,866			19,495			19,405			19,232			6			—			(360	)		(2	)		18,869			19,163			(294	)		(2	)
Home equity		12,736			13,042			13,265			13,501			13,754			(306	)		(2	)		(1,018	)		(7	)		12,889			13,913			(1,024	)		(7	)
Automobile		11,998			12,173			12,099			12,036			11,984			(175	)		(1	)		14			—			12,085			12,026			59			—
Education		11,183			10,610			9,888			9,459			9,235			573			5			1,948			21			10,897			9,153			1,744			19
Other retail		6,557			6,854			6,497			5,873			5,699			(297	)		(4	)		858			15			6,706			5,668			1,038			18
Total retail loans		61,346			61,545			61,244			60,274			59,904			(199	)		—			1,442			2			61,446			59,923			1,523			3
Total loans and leases		128,755			121,055			118,905			117,257			117,783			7,700			6			10,972			9			124,905			117,716			7,189			6
Loans held for sale, at fair value		2,710			1,890			2,209			1,970			1,528			820			43			1,182			77			2,300			1,283			1,017			79
Other loans held for sale		510			799			517			134			158			(289	)		(36	)		352			223			655			175			480			NM
Total interest-earning assets		162,390			150,946			148,911			146,475			146,323			11,444			8			16,067			11			156,668			145,920			10,748			7
Allowance for loan and lease losses		(2,172	)		(1,708	)		(1,260	)		(1,226	)		(1,247	)		(464	)		(27	)		(925	)		(74	)		(1,940	)		(1,245	)		(695	)		(56	)
Goodwill		7,050			7,046			7,044			7,044			7,040			4			—			10			—			7,048			7,029			19			—
Other noninterest-earning assets		12,525			10,893			9,951			9,817			9,373			1,632			15			3,152			34			11,709			9,251			2,458			27
TOTAL ASSETS	$	179,793		$	167,177		$	164,646		$	162,110		$	161,489		$	12,616			8	%	$	18,304			11	%	$	173,485		$	160,955		$	12,530			8	%
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Checking with interest	$	26,312		$	24,612		$	23,545		$	23,422		$	23,919		$	1,700			7	%	$	2,393			10	%	$	25,462		$	23,456		$	2,006			9	%
Money market accounts		45,187			39,839			38,809			37,161			35,228			5,348			13			9,959			28			42,513			35,218			7,295			21
Regular savings		15,883			14,201			13,582			13,442			13,324			1,682			12			2,559			19			15,042			12,977			2,065			16
Term deposits		16,470			18,616			19,788			20,951			22,292			(2,146	)		(12	)		(5,822	)		(26	)		17,543			21,713			(4,170	)		(19	)
Total interest-bearing deposits		103,852			97,268			95,724			94,976			94,763			6,584			7			9,089			10			100,560			93,364			7,196			8
Short-term borrowed funds		222			644			504			600			863			(422	)		(66	)		(641	)		(74	)		433			781			(348	)		(45	)
FHLB advances		2,595			5,138			3,259			2,478			3,155			(2,543	)		(49	)		(560	)		(18	)		3,866			4,418			(552	)		(12	)
Senior debt		7,499			7,263			7,914			8,000			7,573			236			3			(74	)		(1	)		7,381			7,482			(101	)		(1	)
Subordinated debt and other debt		1,661			1,656			1,657			1,656			1,658			5			—			3			—			1,659			1,655			4			—
Total long-term borrowed funds		11,755			14,057			12,830			12,134			12,386			(2,302	)		(16	)		(631	)		(5	)		12,906			13,555			(649	)		(5	)
Total borrowed funds		11,977			14,701			13,334			12,734			13,249			(2,724	)		(19	)		(1,272	)		(10	)		13,339			14,336			(997	)		(7	)
Total interest-bearing liabilities		115,829			111,969			109,058			107,710			108,012			3,860			3			7,817			7			113,899			107,700			6,199			6
Total demand deposits		37,745			29,362			29,928			28,945			28,389			8,383			29			9,356			33			33,553			28,426			5,127			18
Other liabilities		4,086			4,053			3,819			3,789			3,536			33			1			550			16			4,070			3,560			510			14
TOTAL LIABILITIES		157,660			145,384			142,805			140,444			139,937			12,276			8			17,723			13			151,522			139,686			11,836			8
STOCKHOLDERS’ EQUITY		22,133			21,793			21,841			21,666			21,552			340			2			581			3			21,963			21,269			694			3
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	179,793		$	167,177		$	164,646		$	162,110		$	161,489		$	12,616			8	%	$	18,304			11	%	$	173,485		$	160,955		$	12,530			8	%
Memo: Total loans and leases, including loans held for sale	$	131,975		$	123,744		$	121,631		$	119,361		$	119,469		$	8,231			7	%	$	12,506			10	%	$	127,860		$	119,174		$	8,686			7	%
Total deposits (interest-bearing and demand)	$	141,597		$	126,630		$	125,652		$	123,921		$	123,152		$	14,967			12	%	$	18,445			15	%	$	134,113		$	121,790		$	12,323			10	%
Total average tangible common equity	$	13,706		$	13,484		$	13,660		$	13,788		$	13,670		$	222			2	%	$	36			—	%	$	13,595		$	13,453		$	142			1	%

8

AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

	QUARTERLY TRENDS																									FOR THE SIX MONTHS ENDED JUNE 30,
	2Q20					1Q20					4Q19					3Q19					2Q19					2020					2019
	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		0.09	%	$	1		1.12	%	$	5		1.49	%	$	7		2.09	%	$	8		2.16	%	$	7		0.36	%	$	6		2.18	%	$	15
Taxable investment securities		2.15			130		2.32			147		2.47			159		2.38			153		2.56			164		2.24			277		2.60			330
Non-taxable investment securities		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—
Total investment securities		2.15			130		2.32			147		2.47			159		2.38			153		2.56			164		2.24			277		2.60			330
Investment securities and interest-bearing deposits					131					152					166					161					171					283					345
Commercial		3.23			412		3.82			417		3.95			424		4.17			442		4.45			471		3.50			829		4.44			931
Commercial real estate		2.87			106		3.96			139		4.26			142		4.70			155		4.91			166		3.40			245		4.94			331
Leases		2.75			16		2.83			18		2.77			18		2.85			19		2.89			19		2.79			34		2.87			40
Total commercial loans and leases		3.14			534		3.81			574		3.97			584		4.23			616		4.48			656		3.45			1,108		4.48			1,302
Residential mortgages		3.19			150		3.47			164		3.40			165		3.53			171		3.65			176		3.33			314		3.66			351
Home equity		3.50			111		4.69			152		4.73			159		5.24			178		5.28			180		4.10			263		5.27			363
Automobile		4.33			129		4.34			131		4.32			132		4.25			129		4.19			125		4.33			260		4.12			245
Education		5.21			145		5.64			149		5.76			143		5.89			141		5.97			137		5.42			294		5.98			271
Other retail		7.52			123		7.77			132		7.83			129		8.21			121		8.24			118		7.65			255		8.55			241
Total retail loans		4.31			658		4.75			728		4.72			728		4.88			740		4.92			736		4.53			1,386		4.94			1,471
Total loans and leases		3.69			1,192		4.29			1,302		4.36			1,312		4.56			1,356		4.71			1,392		3.98			2,494		4.72			2,773
Loans held for sale, at fair value		2.85			20		3.28			15		3.38			18		3.71			19		3.93			15		3.03			35		4.09			26
Other loans held for sale		4.66			7		4.31			9		3.89			5		6.42			2		5.67			2		4.45			16		6.41			6
Total interest-earning assets		3.33			1,350		3.91			1,478		3.98			1,501		4.15			1,538		4.30			1,580		3.61			2,828		4.32			3,150
INTEREST-BEARING LIABILITIES
Checking with interest		0.17			11		0.60			37		0.71			42		0.88			52		0.96			57		0.38			48		0.94			109
Money market accounts		0.35			39		0.94			93		1.12			110		1.24			116		1.30			114		0.63			132		1.28			224
Regular savings		0.39			15		0.51			18		0.52			17		0.59			20		0.62			21		0.44			33		0.59			38
Term deposits		1.44			59		1.70			79		1.88			94		2.05			109		2.09			116		1.58			138		2.08			224
Total interest-bearing deposits		0.48			124		0.94			227		1.09			263		1.24			297		1.30			308		0.70			351		1.28			595
Short-term borrowed funds		0.29			—		0.76			1		1.07			2		1.43			2		1.81			4		0.64			1		1.61			6
FHLB advances		0.86			6		1.87			24		1.98			16		1.92			12		2.63			21		1.53			30		2.67			59
Senior debt		2.25			42		2.69			49		3.02			60		3.21			65		3.41			64		2.46			91		3.47			130
Subordinated debt and other debt		4.22			18		4.13			17		4.20			17		4.13			17		4.08			17		4.17			35		4.07			34
Total long-term borrowed funds		2.22			66		2.56			90		2.91			93		3.07			94		3.30			102		2.40			156		3.28			223
Total borrowed funds		2.18			66		2.48			91		2.84			95		3.00			96		3.20			106		2.35			157		3.19			229
Total interest-bearing liabilities		0.66			190		1.14			318		1.30			358		1.45			393		1.54			414		0.90			508		1.54			824
INTEREST RATE SPREAD		2.67					2.77					2.68					2.70					2.77					2.71					2.78
NET INTEREST MARGIN AND NET INTEREST INCOME		2.87	%	$	1,160		3.09	%	$	1,160		3.04	%	$	1,143		3.10	%	$	1,145		3.20	%	$	1,166		2.98	%	$	2,320		3.22	%	$	2,326
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE1		2.88	%	$	1,163		3.10	%	$	1,164		3.06	%	$	1,147		3.12	%	$	1,150		3.21	%	$	1,172		2.99	%	$	2,327		3.23	%	$	2,338
Memo: Total deposit costs		0.35	%	$	124		0.72	%	$	227		0.83	%	$	263		0.95	%	$	297		1.00	%	$	308		0.53	%	$	351		0.98	%	$	595

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

9

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
CONSUMER BANKING																2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
Net interest income	$	814		$	793		$	796		$	799		$	799		$	21			3	%	$	15			2	%	$	1,607		$	1,587		$	20			1	%
Noninterest income		428			357			296			336			277			71			20			151			55			785			524			261			50
Total revenue		1,242			1,150			1,092			1,135			1,076			92			8			166			15			2,392			2,111			281			13
Noninterest expense		735			738			718			718			715			(3	)		—			20			3			1,473			1,415			58			4
Profit before provision for credit losses		507			412			374			417			361			95			23			146			40			919			696			223			32
Provision for credit losses		80			97			97			83			78			(17	)		(18	)		2			3			177			145			32			22
Income before income tax expense		427			315			277			334			283			112			36			144			51			742			551			191			35
Income tax expense		107			79			68			83			70			28			35			37			53			186			136			50			37
Net income	$	320		$	236		$	209		$	251		$	213		$	84			36	%	$	107			50	%	$	556		$	415		$	141			34	%
AVERAGE BALANCES
Total assets	$	71,634		$	68,415		$	68,069		$	66,365		$	65,485		$	3,219			5	%	$	6,149			9	%	$	70,024		$	65,247		$	4,777			7	%
Total loans and leases1		68,205			65,343			65,157			63,553			62,678			2,862			4			5,527			9			66,774			62,422			4,352			7
Deposits		91,648			85,228			85,477			85,595			85,660			6,420			8			5,988			7			88,438			84,123			4,315			5
Interest-earning assets		68,256			65,393			65,208			63,605			62,731			2,863			4			5,525			9			66,825			62,475			4,350			7
KEY METRICS
Net interest margin		4.80	%		4.88	%		4.85	%		4.99	%		5.11	%		(8	) bps					(31	) bps					4.84	%		5.12	%		(28	) bps
Efficiency ratio		59.19			64.16			65.74			63.28			66.43			(497	) bps					(724	) bps					61.58			67.01			(543	) bps
Loans-to-deposits ratio (period-end balances)		69.17			72.94			74.15			73.61			71.13			(377	) bps					(196	) bps					69.17			71.13			(196	) bps
Loans-to-deposits ratio (average balances)		71.59			74.07			73.37			72.11			71.57			(248	) bps					2	bps					72.79			72.89			(10	) bps
Return on average total tangible assets		1.80			1.39			1.22			1.50			1.31			41	bps					49	bps					1.60			1.29			31	bps

¹  Includes loans held for sale.

10

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING, CONTINUED

(in millions, except ratio data)

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
MORTGAGE BANKING FEES
Production revenue	$	271		$	136		$	61		$	80		$	49		$	135			99	%	$	222			NM		$	407		$	80		$	327			NM
Mortgage servicing revenue		9			17			16			12			9			(8	)		(47	)		—			—			26			23			3			13
MSR valuation changes, net of hedge impact		(4	)		6			4			25			4			(10	)		NM			(8	)		NM			2			2			—			—
Total mortgage banking fees	$	276		$	159		$	81		$	117		$	62		$	117			74	%	$	214			NM		$	435		$	105		$	330			NM
Gain on sale of secondary originations		3.09	%		2.36	%		0.98	%		1.40	%		1.13	%		73	bps					196	bps					2.80	%		1.18	%		162	bps
RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$	3,882		$	2,523		$	3,196		$	2,771		$	2,115		$	1,359			54	%	$	1,767			84	%	$	6,405		$	3,428		$	2,977			87	%
Third Party		7,388			4,813			5,750			5,080			3,921			2,575			54			3,467			88			12,201			6,181			6,020			97
Total	$	11,270		$	7,336		$	8,946		$	7,851		$	6,036		$	3,934			54	%	$	5,234			87	%	$	18,606		$	9,609		$	8,997			94	%
Originated for sale		81	%		83	%		80	%		80	%		81	%		(200	) bps					— bps						82	%		81	%		100	bps
Originated for investment		19			17			20			20			19			200	bps					— bps						18			19			(100	) bps
Total		100	%		100	%		100	%		100	%		100	%														100	%		100	%
MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$	79,942		$	79,157		$	77,526		$	74,610		$	72,518		$	785			1	%	$	7,424			10	%	$	79,942		$	72,518		$	7,424			10	%
Owned loans serviced		21,642			21,057			20,831			19,969			19,258			585			3			2,384			12			21,642			19,258			2,384			12
Total	$	101,584		$	100,214		$	98,357		$	94,579		$	91,776		$	1,370			1	%	$	9,808			11	%	$	101,584		$	91,776		$	9,808			11	%
MSR CARRYING VALUE1
MSR at fair value	$	568		$	577		$	642		$	510		$	531		($	9	)		(2	%)	$	37			7	%	$	568		$	531		$	37			7	%
MSR at lower of cost or market		—			—			182			177			189			—			—			(189	)		(100	)		—			189			(189	)		(100	)
Total	$	568		$	577		$	824		$	687		$	720		($	9	)		(2	%)	($	152	)		(21	%)	$	568		$	720		($	152	)		(21	%)

¹  Beginning in the first quarter of 2020, mortgage servicing rights previously accounted for at lower of cost or market are now accounted for at fair value.

11

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
COMMERCIAL BANKING																2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
Net interest income	$	419		$	365		$	363		$	360		$	371		$	54			15	%	$	48			13	%	$	784		$	743		$	41			6	%
Noninterest income		144			125			175			133			149			19			15			(5	)		(3	)		269			299			(30	)		(10	)
Total revenue		563			490			538			493			520			73			15			43			8			1,053			1,042			11			1
Noninterest expense		213			221			219			213			217			(8	)		(4	)		(4	)		(2	)		434			426			8			2
Profit before provision for credit losses		350			269			319			280			303			81			30			47			16			619			616			3			—
Provision for credit losses		70			43			24			27			25			27			63			45			180			113			46			67			146
Income before income tax expense		280			226			295			253			278			54			24			2			1			506			570			(64	)		(11	)
Income tax expense		59			47			64			57			62			12			26			(3	)		(5	)		106			127			(21	)		(17	)
Net income	$	221		$	179		$	231		$	196		$	216		$	42			23	%	$	5			2	%	$	400		$	443		($	43	)		(10	%)
AVERAGE BALANCES
Total assets	$	65,280		$	59,005		$	56,407		$	55,614		$	56,135		$	6,275			11	%	$	9,145			16	%	$	62,142		$	55,884		$	6,258			11	%
Total loans and leases1		62,011			56,555			54,523			53,814			54,653			5,456			10			7,358			13			59,283			54,545			4,738			9
Deposits		41,750			33,545			32,715			31,491			30,273			8,205			24			11,477			38			37,647			30,050			7,597			25
Interest-earning assets		62,422			57,016			54,905			54,087			54,950			5,406			9			7,472			14			59,719			54,838			4,881			9
KEY METRICS
Net interest margin		2.70	%		2.57	%		2.62	%		2.64	%		2.71	%		13	bps					(1	) bps					2.64	%		2.73	%		(9	) bps
Efficiency ratio		37.93			45.06			40.60			43.35			41.58			(713	) bps					(365	) bps					41.25			40.84			41	bps
Loans-to-deposits ratio (period-end balances)		140.79			164.10			165.24			163.62			173.48			(2,331	) bps					(3,269	) bps					140.79			173.48			(3,269	) bps
Loans-to-deposits ratio (average balances)		147.03			167.18			165.80			170.01			179.49			(2,015	) bps					(3,246	) bps					156.00			180.35			(2,435	) bps
Return on average total tangible assets		1.36			1.22			1.63			1.40			1.54			14	bps					(18	) bps					1.29			1.60			(31	) bps

¹  Includes loans held for sale.

12

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
OTHER1																2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																$			%			$			%									$			%
Net interest income	($	73	)	$	2		($	16	)	($	14	)	($	4	)	($	75	)		NM		($	69	)		NM		($	71	)	($	4	)	($	67	)		NM
Noninterest income		18			15			23			24			36			3			20			(18	)		(50	)		33			67			(34	)		(51	)
Total revenue		(55	)		17			7			10			32			(72	)		NM			(87	)		NM			(38	)		63			(101	)		NM
Noninterest expense		31			53			49			42			19			(22	)		(42	)		12			63			84			47			37			79
(Loss) profit before provision for credit losses		(86	)		(36	)		(42	)		(32	)		13			(50	)		(139	)		(99	)		NM			(122	)		16			(138	)		NM
Provision for credit losses		314			460			(11	)		(9	)		(6	)		(146	)		(32	)		320			NM			774			(9	)		783			NM
(Loss) income before income tax benefit		(400	)		(496	)		(31	)		(23	)		19			96			19			(419	)		NM			(896	)		25			(921	)		NM
Income tax benefit		(112	)		(115	)		(41	)		(25	)		(5	)		3			3			(107	)		NM			(227	)		(9	)		(218	)		NM
Net (loss) income	($	288	)	($	381	)	$	10		$	2		$	24		$	93			24	%	($	312	)		NM		($	669	)	$	34		($	703	)		NM
AVERAGE BALANCES
Total assets	$	42,879		$	39,757		$	40,170		$	40,131		$	39,869		$	3,122			8	%	$	3,010			8	%	$	41,319		$	39,824		$	1,495			4	%
Total loans and leases2		1,759			1,846			1,951			1,994			2,138			(87	)		(5	)		(379	)		(18	)		1,803			2,207			(404	)		(18	)
Deposits		8,199			7,857			7,460			6,835			7,219			342			4			980			14			8,028			7,617			411			5
Interest-earning assets		31,712			28,537			28,798			28,783			28,642			3,175			11			3,070			11			30,124			28,607			1,517			5

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

²  Includes loans held for sale.

13

CREDIT-RELATED INFORMATION

(in millions, except ratio data)

	AS OF															JUNE 30, 2020 CHANGE
	Jun 30, 2020			Mar 31, 2020			Dec 31, 2019			Sept 30, 2019			Jun 30, 2019			Mar 31, 2020						June 30, 2019
																$/bps			%			$/bps			%
NONACCRUAL LOANS AND LEASES1
Commercial	$	366		$	305		$	240		$	228		$	198		$	61			20	%	$	168			85	%
Commercial real estate		61			8			2			49			4			53			NM			57			NM
Leases		79			1			3			4			17			78			NM			62			NM
Total commercial loans and leases		506			314			245			281			219			192			61			287			131
Residential mortgages2		112			101			93			91			98			11			11			14			14
Home equity		254			242			246			247			278			12			5			(24	)		(9	)
Automobile		67			69			67			69			62			(2	)		(3	)		5			8
Education		18			21			18			17			40			(3	)		(14	)		(22	)		(55	)
Other retail		33			33			34			32			30			—			—			3			10
Total retail loans		484			466			458			456			508			18			4			(24	)		(5	)
Nonaccrual loans and leases		990			780			703			737			727			210			27			263			36
Repossessed assets		33			44			45			40			32			(11	)		(25	)		1			3
Nonaccrual loans and leases and repossessed assets	$	1,023		$	824		$	748		$	777		$	759		$	199			24	%	$	264			35	%
NONACCRUAL LOANS AND LEASES BY PRODUCT3
Commercial	$	506		$	314		$	245		$	281		$	219		$	192			61	%	$	287			131	%
Retail		517			510			503			496			540			7			1			(23	)		(4	)
Total nonaccrual loans and leases	$	1,023		$	824		$	748		$	777		$	759		$	199			24	%	$	264			35	%
ASSET QUALITY RATIOS
Allowance for credit losses to loans and leases		2.01	%		1.73	%		1.09	%		1.11	%		1.13	%		28 bps						88 bps
Allowance for credit losses to nonaccrual loans and leases		255.39			283.48			184.31			177.42			181.54			NM						NM
Nonaccrual loans and leases to loans and leases		0.79			0.61			0.59			0.63			0.62			18						17

¹  Beginning in the first quarter of 2020 and upon the adoption of ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, nonperforming loans and leases are now referred to as nonaccrual loans and leases and other nonperforming assets are referred to as repossessed assets.

²  Beginning in the fourth quarter of 2019, nonaccrual balances exclude both fully and partially guaranteed residential mortgage loans sold to Ginnie Mae for which the Company has the right, but not the obligation, to repurchase. Prior periods have been adjusted to exclude partially guaranteed amounts to conform with the current period presentation.

³  Nonaccrual loans and leases by product includes repossessed assets.

14

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

	AS OF										JUNE 30, 2020 CHANGE
	Jun 30, 2020		Mar 31, 2020		Dec 31, 2019		Sept 30, 2019		Jun 30, 2019		Mar 31, 2020						June 30, 2019
											$/bps			%			$/bps			%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial	$	33	$	—	$	2	$	1	$	4	$	33			100	%	$	29			NM
Commercial real estate		—		—		—		—		—		—			—			—			—
Leases		—		—		—		1		1		—			—			(1	)		(100	)
Total commercial loans and leases		33		—		2		2		5		33			100			28			NM
Residential mortgages		13		14		13		15		14		(1	)		(7	)		(1	)		(7	)
Home equity		—		—		—		—		—		—			—			—			—
Automobile		—		—		—		—		—		—			—			—			—
Education		2		2		2		3		3		—			—			(1	)		(33	)
Other retail		7		11		8		10		9		(4	)		(36	)		(2	)		(22	)
Total retail loans		22		27		23		28		26		(5	)		(19	)		(4	)		(15	)
Total loans and leases		55		27		25		30		31		28			104			24			77

15

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																									FOR THE SIX MONTHS ENDED JUNE 30,
														2Q20 Change																		2020 Change
	2Q20			1Q20			4Q19		3Q19			2Q19		1Q20						2Q19						2020			2019			2019
														$			%			$			%									$			%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial	$	68		$	47		$	24	$	20		$	40	$	21			45	%	$	28			70	%	$	115		$	43		$	72			167	%
Commercial real estate		—			—			9		10			—		—			—			—			—			—			20			(20	)		(100	)
Leases		6			—			1		5			5		6			100			1			20			6			8			(2	)		(25	)
Total commercial loans and leases		74			47			34		35			45		27			57			29			64			121			71			50			70
Residential mortgages		2			1			2		2			2		1			100			—			—			3			4			(1	)		(25	)
Home equity		6			8			10		11			11		(2	)		(25	)		(5	)		(45	)		14			18			(4	)		(22	)
Automobile		31			39			38		37			30		(8	)		(21	)		1			3			70			68			2			3
Education		14			18			20		18			18		(4	)		(22	)		(4	)		(22	)		32			34			(2	)		(6	)
Other retail		53			61			58		56			50		(8	)		(13	)		3			6			114			99			15			15
Total retail loans		106			127			128		124			111		(21	)		(17	)		(5	)		(5	)		233			223			10			4
Total gross charge-offs	$	180		$	174		$	162	$	159		$	156	$	6			3	%	$	24			15	%	$	354		$	294		$	60			20	%
GROSS RECOVERIES
Commercial	$	3		$	3		$	7	$	3		$	12	$	—			—	%	($	9	)		(75	%)	$	6		$	14		($	8	)		(57	%)
Commercial real estate		—			—			—		—			—		—			—			—			—			—			—			—			—
Leases		—			—			—		—			—		—			—			—			—			—			—			—			—
Total commercial loans and leases		3			3			7		3			12		—			—			(9	)		(75	)		6			14			(8	)		(57	)
Residential mortgages		1			1			1		1			2		—			—			(1	)		(50	)		2			7			(5	)		(71	)
Home equity		8			11			10		12			10		(3	)		(27	)		(2	)		(20	)		19			27			(8	)		(30	)
Automobile		11			12			11		15			16		(1	)		(8	)		(5	)		(31	)		23			31			(8	)		(26	)
Education		4			4			4		4			4		—			—			—			—			8			8			—			—
Other retail		6			6			7		11			6		—			—			—			—			12			12			—			—
Total retail loans		30			34			33		43			38		(4	)		(12	)		(8	)		(21	)		64			85			(21	)		(25	)
Total gross recoveries	$	33		$	37		$	40	$	46		$	50	($	4	)		(11	%)	($	17	)		(34	%)	$	70		$	99		($	29	)		(29	%)
NET CHARGE-OFFS (RECOVERIES)
Commercial	$	65		$	44		$	17	$	17		$	28	$	21			48	%	$	37			132	%	$	109		$	29		$	80			NM
Commercial real estate		—			—			9		10			—		—			—			—			—			—			20			(20	)		(100	)
Leases		6			—			1		5			5		6			100			1			20			6			8			(2	)		(25	)
Total commercial loans and leases		71			44			27		32			33		27			61			38			115			115			57			58			102
Residential mortgages		1			—			1		1			—		1			100			1			100			1			(3	)		4			NM
Home equity		(2	)		(3	)		—		(1	)		1		1			33			(3	)		NM			(5	)		(9	)		4			44
Automobile		20			27			27		22			14		(7	)		(26	)		6			43			47			37			10			27
Education		10			14			16		14			14		(4	)		(29	)		(4	)		(29	)		24			26			(2	)		(8	)
Other retail		47			55			51		45			44		(8	)		(15	)		3			7			102			87			15			17
Total retail loans		76			93			95		81			73		(17	)		(18	)		3			4			169			138			31			22
Total net charge-offs	$	147		$	137		$	122	$	113		$	106	$	10			7	%	$	41			39	%	$	284		$	195		$	89			46	%

16

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

	QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																2Q20 Change																2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020		2019		2019
																$/bps			%			$/bps			%							$/bps			%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.52	%		0.41	%		0.16	%		0.16	%		0.27	%		11 bps						25 bps						0.47%		0.14%		33 bps
Commercial real estate		—			—			0.26			0.31			—			—   bps						—   bps						—		0.30		(30) bps
Leases		1.03			0.07			0.19			0.80			0.72			96 bps						31 bps						0.55		0.56		(1) bps
Total commercial loans and leases		0.42			0.30			0.19			0.22			0.23			12 bps						19 bps						0.37		0.20		17 bps
Residential mortgages		0.02			0.01			0.02			0.01			0.01			1 bps						1 bps						0.01		(0.03)		4 bps
Home equity		(0.05	)		(0.10	)		0.02			(0.04	)		0.01			5 bps						(6) bps						(0.08)		(0.13)		5 bps
Automobile		0.68			0.88			0.85			0.74			0.49			(20) bps						19 bps						0.78		0.62		16 bps
Education		0.34			0.55			0.65			0.58			0.62			(21) bps						(28) bps						0.44		0.57		(13) bps
Other retail		2.93			3.21			3.09			3.08			3.11			(28) bps						(18) bps						3.07		3.09		(2) bps
Total retail loans		0.50			0.61			0.61			0.53			0.49			(11) bps						1 bps						0.56		0.47		9 bps
Total loans and leases		0.46	%		0.46	%		0.41	%		0.38	%		0.36	%		—   bps						10 bps						0.46%		0.33%		13 bps
Memo: Average loans
Commercial	$	50,443		$	43,152		$	42,012		$	41,476		$	41,755		$	7,291			17	%	$	8,688			21	%	$	46,797	$	41,659	$	5,138			12	%
Commercial real estate		14,540			13,876			13,103			12,892			13,379			664			5			1,161			9			14,208		13,325		883			7
Leases		2,426			2,482			2,546			2,615			2,745			(56	)		(2	)		(319	)		(12	)		2,454		2,809		(355	)		(13	)
Total commercial loans and leases		67,409			59,510			57,661			56,983			57,879			7,899			13			9,530			16			63,459		57,793		5,666			10
Residential mortgages		18,872			18,866			19,495			19,405			19,232			6			—			(360	)		(2	)		18,869		19,163		(294	)		(2	)
Home equity		12,736			13,042			13,265			13,501			13,754			(306	)		(2	)		(1,018	)		(7	)		12,889		13,913		(1,024	)		(7	)
Automobile		11,998			12,173			12,099			12,036			11,984			(175	)		(1	)		14			—			12,085		12,026		59			—
Education		11,183			10,610			9,888			9,459			9,235			573			5			1,948			21			10,897		9,153		1,744			19
Other retail		6,557			6,854			6,497			5,873			5,699			(297	)		(4	)		858			15			6,706		5,668		1,038			18
Total retail loans		61,346			61,545			61,244			60,274			59,904			(199	)		—			1,442			2			61,446		59,923		1,523			3
Total loans and leases	$	128,755		$	121,055		$	118,905		$	117,257		$	117,783		$	7,700			6	%	$	10,972			9	%	$	124,905	$	117,716	$	7,189			6	%

17

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

	QUARTERLY TRENDS																										FOR THE SIX MONTHS ENDED JUNE 30,
															2Q20 Change																	2020 Change
	2Q20			1Q20			4Q19			3Q19			2Q19		1Q20						2Q19						2020			2019		2019
															$			%			$			%								$			%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$	2,171		$	1,252		$	1,263		$	1,227		$	1,245	$	919			73	%	$	926			74	%	$	1,252		$	1,242	$	10			1	%
Cumulative effect of change in accounting principle:
Commercial		—			(176	)		—			—			—		176			100			—			—			(176	)		—		(176	)		(100	)
Retail		—			629			—			—			—		(629	)		(100	)		—			—			629			—		629			100
Total cumulative effect of change in accounting principle		—			453			—			—			—		(453	)		(100	)		—			—			453			—		453			100
Allowance for loan and lease losses - beginning, adjusted		2,171			1,705			1,263			1,227			1,245		466			27			926			74			1,705			1,242		463			37
Charge-offs:
Commercial		74			47			34			35			45		27			57			29			64			121			71		50			70
Retail		106			127			128			124			111		(21	)		(17	)		(5	)		(5	)		233			223		10			4
Total charge-offs		180			174			162			159			156		6			3			24			15			354			294		60			20
Recoveries:
Commercial		3			3			7			3			12		—			—			(9	)		(75	)		6			14		(8	)		(57	)
Retail		30			34			33			43			38		(4	)		(12	)		(8	)		(21	)		64			85		(21	)		(25	)
Total recoveries		33			37			40			46			50		(4	)		(11	)		(17	)		(34	)		70			99		(29	)		(29	)
Net charge-offs		147			137			122			113			106		10			7			41			39			284			195		89			46
Provision for loan and lease losses:
Commercial		554			298			(11	)		64			22		256			86			532			NM			852			47		805			NM
Retail		(130	)		305			122			85			66		(435	)		NM			(196	)		NM			175			133		42			32
Total provision for loan and lease losses		424			603			111			149			88		(179	)		(30	)		336			NM			1,027			180		847			NM
Allowance for loan and lease losses - ending	$	2,448		$	2,171		$	1,252		$	1,263		$	1,227	$	277			13	%	$	1,221			100	%	$	2,448		$	1,227	$	1,221			100	%
Reserve for unfunded lending commitments - beginning	$	39		$	44		$	45		$	93		$	84	($	5	)		(11	%)	($	45	)		(54	%)	$	44		$	91	($	47	)		(52	%)
Cumulative effect of change in accounting principle		—			(2	)		—			—			—		2			100			—			—			(2	)		—		(2	)		—
Provision for unfunded lending commitments		40			(3	)		(1	)		(48	)		9		43			NM			31			NM			37			2		35			NM
Reserve for unfunded lending commitments - ending	$	79		$	39		$	44		$	45		$	93	$	40			103	%	($	14	)		(15	%)	$	79		$	93	($	14	)		(15	%)
Total allowance for credit losses - ending	$	2,527		$	2,210		$	1,296		$	1,308		$	1,320	$	317			14	%	$	1,207			91	%	$	2,527		$	1,320	$	1,207			91	%
Memo: Total allowance for credit losses by product
Commercial	$	1,304		$	790		$	718		$	757		$	773	$	514			65	%	$	531			69	%	$	1,304		$	773	$	531			69	%
Retail		1,223			1,420			578			551			547		(197	)		(14	)		676			124			1,223			547		676			124
Total allowance for credit losses	$	2,527		$	2,210		$	1,296		$	1,308		$	1,320	$	317			14	%	$	1,207			91	%	$	2,527		$	1,320	$	1,207			91	%

18

CAPITAL AND RATIOS

(in millions, except ratio data)

	AS OF																											FOR THE SIX MONTHS ENDED JUNE 30,
																JUNE 30, 2020 CHANGE																2020 Change
	Jun 30, 2020			Mar 31, 2020			Dec 31, 2019			Sept 30, 2019			Jun 30, 2019			Mar 31, 2020						June 30, 2019						2020		2019		2019
																$			%			$			%							$			%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$	14,154		$	14,007		$	14,304		$	14,416		$	14,629		$	147			1	%	($	475	)		(3	%)
Tier 1 capital		16,119			15,577			15,874			15,549			15,762			542			3			357			2
Total capital		19,319			18,592			18,542			18,237			18,582			727			4			737			4
Risk-weighted assets		147,260			148,946			142,915			140,136			138,879			(1,686	)		(1	)		8,381			6
Adjusted average assets1		174,017			161,715			158,782			156,355			155,956			12,302			8			18,061			12
CET1 capital ratio		9.6	%		9.4	%		10.0	%		10.3	%		10.5	%
Tier 1 capital ratio		10.9			10.5			11.1			11.1			11.3
Total capital ratio		13.1			12.5			13.0			13.0			13.4
Tier 1 leverage ratio		9.3			9.6			10.0			9.9			10.1
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders’ equity	$	20,453		$	20,380		$	20,631		$	20,718		$	20,884		$	73			—	%	($	431	)		(2	%)	$	20,453	$	20,884	($	431	)		(2	%)
Less: Goodwill		7,050			7,050			7,044			7,044			7,040			—			—			10			—			7,050		7,040		10			—
Less: Other intangible assets		63			66			68			71			74			(3	)		(5	)		(11	)		(15	)		63		74		(11	)		(15	)
Add: Deferred tax liabilities2		376			375			374			373			371			1			—			5			1			376		371		5			1
Total tangible common equity	$	13,716		$	13,639		$	13,893		$	13,976		$	14,141		$	77			1	%	($	425	)		(3	%)	$	13,716	$	14,141	($	425	)		(3	%)
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders’ equity	$	20,446		$	20,223		$	20,400		$	20,533		$	20,420		$	223			1	%	$	26			—	%	$	20,335	$	20,182	$	153			1	%
Less: Goodwill		7,050			7,046			7,044			7,044			7,040			4			—			10			—			7,048		7,029		19			—
Less: Other intangible assets		65			67			69			73			80			(2	)		(3	)		(15	)		(19	)		66		69		(3	)		(4	)
Add: Deferred tax liabilities2		375			374			373			372			370			1			—			5			1			374		369		5			1
Total tangible common equity	$	13,706		$	13,484		$	13,660		$	13,788		$	13,670		$	222			2	%	$	36			—	%	$	13,595	$	13,453	$	142			1	%
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$	7,050		$	7,050		$	7,044		$	7,044		$	7,040		$	—			—	%	$	10			—	%	$	7,050	$	7,040	$	10			—	%
Other intangible assets		63			66			68			71			74			(3	)		(5	)		(11	)		(15	)		63		74		(11	)		(15	)
Total intangible assets	$	7,113		$	7,116		$	7,112		$	7,115		$	7,114		($	3	)		—	%	($	1	)		—	%	$	7,113	$	7,114	($	1	)		—	%

¹  Adjusted 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.

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

19

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Non-GAAP Financial Measures

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

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

20

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																	2Q20 Change																		2020 Change
		2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																	$			%			$			%									$			%
Total revenue, Underlying:
Total revenue (GAAP)	A	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			6	%	$	122			7	%	$	3,407		$	3,216		$	191			6	%
Less: Notable items			—			—			—			—			—			—			—			—			—			—			—			—			—
Total revenue, Underlying (non-GAAP)	B	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			6	%	$	122			7	%	$	3,407		$	3,216		$	191			6	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$	979		$	1,012		$	986		$	973		$	951		($	33	)		(3	%)	$	28			3	%	$	1,991		$	1,888		$	103			5	%
Less: Notable items			19			33			37			19			7			(14	)		(42	)		12			171			52			12			40			NM
Noninterest expense, Underlying (non-GAAP)	D	$	960		$	979		$	949		$	954		$	944		($	19	)		(2	%)	$	16			2	%	$	1,939		$	1,876		$	63			3	%
Pre-provision profit:
Total revenue (GAAP)	A	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			6	%	$	122			7	%	$	3,407		$	3,216		$	191			6	%
Less: Noninterest expense (GAAP)	C		979			1,012			986			973			951			(33	)		(3	)		28			3			1,991			1,888			103			5
Pre-provision profit (GAAP)		$	771		$	645		$	651		$	665		$	677		$	126			20	%	$	94			14	%	$	1,416		$	1,328		$	88			7	%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			6	%	$	122			7	%	$	3,407		$	3,216		$	191			6	%
Less: Noninterest expense, Underlying (non-GAAP)	D		960			979			949			954			944			(19	)		(2	)		16			2			1,939			1,876			63			3
Pre-provision profit, Underlying (non-GAAP)		$	790		$	678		$	688		$	684		$	684		$	112			17	%	$	106			15	%	$	1,468		$	1,340		$	128			10	%
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$	307		$	45		$	541		$	564		$	580		$	262			NM		($	273	)		(47	%)	$	352		$	1,146		($	794	)		(69	%)
Less: Expense before income tax benefit related to notable items			(19	)		(33	)		(37	)		(19	)		(7	)		14			42			(12	)		(171	)		(52	)		(12	)		(40	)		NM
Income before income tax expense, Underlying (non-GAAP)	F	$	326		$	78		$	578		$	583		$	587		$	248			NM		($	261	)		(44	%)	$	404		$	1,158		($	754	)		(65	%)
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$	54		$	11		$	91		$	115		$	127		$	43			NM		($	73	)		(57	%)	$	65		$	254		($	189	)		(74	%)
Less: Income tax benefit related to notable items			(9	)		(8	)		(33	)		(15	)		(2	)		(1	)		(13	)		(7	)		NM			(17	)		(3	)		(14	)		NM
Income tax expense, Underlying (non-GAAP)	H	$	63		$	19		$	124		$	130		$	129		$	44			232	%	($	66	)		(51	%)	$	82		$	257		($	175	)		(68	%)
Net income, Underlying:
Net income (GAAP)	I	$	253		$	34		$	450		$	449		$	453		$	219			NM		($	200	)		(44	%)	$	287		$	892		($	605	)		(68	%)
Add: Notable items, net of income tax benefit			10			25			4			4			5			(15	)		(60	)		5			100			35			9			26			NM
Net income, Underlying (non-GAAP)	J	$	263		$	59		$	454		$	453		$	458		$	204			NM		($	195	)		(43	%)	$	322		$	901		($	579	)		(64	%)
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$	225		$	12		$	427		$	432		$	435		$	213			NM		($	210	)		(48	%)	$	237		$	859		($	622	)		(72	%)
Add: Notable items, net of income tax benefit			10			25			4			4			5			(15	)		(60	)		5			100			35			9			26			NM
Net income available to common stockholders, Underlying (non-GAAP)	L	$	235		$	37		$	431		$	436		$	440		$	198			NM		($	205	)		(47	%)	$	272		$	868		($	596	)		(69	%)

21

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																	2Q20 Change																		2020 Change
		2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																	$/bps			%			$/bps			%									$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			5.55	%	$	122			7.49	%	$	3,407		$	3,216		$	191			5.94	%
Less: Noninterest expense (GAAP)	C		979			1,012			986			973			951			(33	)		(3.41	)		28			2.89			1,991			1,888			103			5.46
Operating leverage																					8.96	%					4.60	%											0.48	%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,750		$	1,657		$	1,637		$	1,638		$	1,628		$	93			5.55	%	$	122			7.49	%	$	3,407		$	3,216		$	191			5.94	%
Less: Noninterest expense, Underlying (non-GAAP)	D		960			979			949			954			944			(19	)		(2.01	)		16			1.62			1,939			1,876			63			3.34
Operating leverage, Underlying (non-GAAP)																					7.56	%					5.87	%											2.60	%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		55.91	%		61.10	%		60.28	%		59.40	%		58.41	%		(519) bps						(250) bps						58.43	%		58.70	%		(27) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		54.85			59.08			58.02			58.22			58.02			(423) bps						(317) bps						56.91			58.34			(143) bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		17.69	%		24.13	%		16.76	%		20.46	%		21.86	%		(644) bps						(417) bps						18.51	%		22.14	%		(363) bps
Effective income tax rate, Underlying (non-GAAP)	H/F		19.36			24.52			21.52			22.29			21.89			(516) bps						(253) bps						20.36			22.16			(180) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$	20,446		$	20,223		$	20,400		$	20,533		$	20,420		$	223			1	%	$	26			—	%	$	20,335		$	20,182		$	153			1	%
Return on average common equity	K/M		4.44	%		0.24	%		8.30	%		8.35	%		8.54	%		420 bps						(410) bps						2.35	%		8.58	%		(623) bps
Return on average common equity, Underlying (non-GAAP)	L/M		4.63			0.74			8.36			8.45			8.63			389 bps						(400) bps						2.69			8.67			(598) bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$	20,446		$	20,223		$	20,400		$	20,533		$	20,420		$	223			1	%	$	26			—	%	$	20,335		$	20,182		$	153			1	%
Less: Average goodwill (GAAP)			7,050			7,046			7,044			7,044			7,040			4			—			10			—			7,048			7,029			19			—
Less: Average other intangibles (GAAP)			65			67			69			73			80			(2	)		(3	)		(15	)		(19	)		66			69			(3	)		(4	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			374			373			372			370			1			—			5			1			374			369			5			1
Average tangible common equity	N	$	13,706		$	13,484		$	13,660		$	13,788		$	13,670		$	222			2	%	$	36			—	%	$	13,595		$	13,453		$	142			1	%
Return on average tangible common equity	K/N		6.62	%		0.36	%		12.39	%		12.44	%		12.75	%		626 bps						(613) bps						3.51	%		12.87	%		(936) bps
Return on average tangible common equity, Underlying (non- GAAP)	L/N		6.90			1.10			12.49			12.58			12.89			580 bps						(599) bps						4.03			13.00			(897) bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$	179,793		$	167,177		$	164,646		$	162,110		$	161,489		$	12,616			8	%	$	18,304			11	%	$	173,485		$	160,955		$	12,530			8	%
Return on average total assets	I/O		0.57	%		0.08	%		1.08	%		1.10	%		1.13	%		49 bps						(56) bps						0.33	%		1.12	%		(79) bps
Return on average total assets, Underlying (non-GAAP)	J/O		0.59			0.14			1.09			1.11			1.14			45 bps						(55) bps						0.37			1.13			(76) bps

22

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

		QUARTERLY TRENDS																											FOR THE SIX MONTHS ENDED JUNE 30,
																	2Q20 Change																		2020 Change
		2Q20			1Q20			4Q19			3Q19			2Q19			1Q20						2Q19						2020			2019			2019
																	$/bps			%			$/bps			%									$/bps			%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$	179,793		$	167,177		$	164,646		$	162,110		$	161,489		$	12,616			8	%	$	18,304			11	%	$	173,485		$	160,955		$	12,530			8	%
Less: Average goodwill (GAAP)			7,050			7,046			7,044			7,044			7,040			4			—			10			—			7,048			7,029			19			—
Less: Average other intangibles (GAAP)			65			67			69			73			80			(2	)		(3	)		(15	)		(19	)		66			69			(3	)		(4	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			374			373			372			370			1			—			5			1			374			369			5			1
Average tangible assets	Q	$	173,053		$	160,438		$	157,906		$	155,365		$	154,739		$	12,615			8	%	$	18,314			12	%	$	166,745		$	154,226		$	12,519			8	%
Return on average total tangible assets	I/Q		0.59	%		0.09	%		1.13	%		1.15	%		1.17	%		50  bps						(58	) bps					0.35	%		1.17	%		(82) bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q		0.61			0.15			1.14			1.16			1.19			46  bps						(58	) bps					0.39			1.18			(79) bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	R		426,824,594			426,586,533			433,121,083			443,913,525			457,903,826			238,061			—	%		(31,079,232	)		(7	%)		426,824,594			457,903,826			(31,079,232	)		(7	%)
Common stockholders’ equity (GAAP)		$	20,453		$	20,380		$	20,631		$	20,718		$	20,884		$	73			—		($	431	)		(2	)	$	20,453		$	20,884		($	431	)		(2	)
Less: Goodwill (GAAP)			7,050			7,050			7,044			7,044			7,040			—			—			10			—			7,050			7,040			10			—
Less: Other intangible assets (GAAP)			63			66			68			71			74			(3	)		(5	)		(11	)		(15	)		63			74			(11	)		(15	)
Add: Deferred tax liabilities related to goodwill (GAAP)			376			375			374			373			371			1			—			5			1			376			371			5			1
Tangible common equity	S	$	13,716		$	13,639		$	13,893		$	13,976		$	14,141		$	77			1	%	($	425	)		(3	%)	$	13,716		$	14,141		($	425	)		(3	%)
Tangible book value per common share	S/R	$	32.13		$	31.97		$	32.08		$	31.48		$	30.88		$	0.16			1	%	$	1.25			4	%	$	32.13		$	30.88		$	1.25			4	%
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		426,613,053			427,718,421			434,684,606			445,703,987			458,154,335			(1,105,368	)		—	%		(31,541,282	)		(7	%)		427,165,737			459,426,685			(32,260,948	)		(7	%)
Average common shares outstanding -diluted (GAAP)	U		427,566,920			429,388,855			436,500,829			447,134,595			459,304,224			(1,821,935	)		—			(31,737,304	)		(7	)		428,292,580			460,857,535			(32,564,955	)		(7	)
Net income per average common share - basic (GAAP)	K/T	$	0.53		$	0.03		$	0.98		$	0.97		$	0.95		$	0.50			NM		($	0.42	)		(44	)	$	0.56		$	1.87		($	1.31	)		(70	)
Net income per average common share - diluted (GAAP)	K/U		0.53			0.03			0.98			0.97			0.95			0.50			NM			(0.42	)		(44	)		0.55			1.86			(1.31	)		(70	)
Net income per average common share - basic, Underlying (non-GAAP)	L/T		0.55			0.09			0.99			0.98			0.96			0.46			NM			(0.41	)		(43	)		0.64			1.89			(1.25	)		(66	)
Net income per average common share - diluted, Underlying (non- GAAP)	L/U		0.55			0.09			0.99			0.98			0.96			0.46			NM			(0.41	)		(43	)		0.64			1.88			(1.24	)		(66	)
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	V	$	0.39		$	0.39		$	0.36		$	0.36		$	0.32		$	—			—	%	$	0.07			22	%	$	0.78		$	0.64		$	0.14			22	%
Dividend payout ratio	V/(K/T)		74	%		1,398	%		37	%		37	%		34	%		NM						NM						140	%		34	%		NM
Dividend payout ratio, Underlying (non-GAAP)	V/(L/T)		71			451			36			37			33			NM						NM						122			34			NM

23

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

	QUARTERLY TRENDS																						FOR THE SIX MONTHS ENDED JUNE 30,
											2Q20 Change																2020 Change
	2Q20		1Q20		4Q19		3Q19		2Q19		1Q20						2Q19						2020		2019		2019
											$			%			$			%							$/bps			%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$	513	$	549	$	502	$	508	$	507	($	36	)		(7	%)	$	6			1	%	$	1,062	$	1,016	$	46			5	%
Less: Notable items		4		10		6		5		2		(6	)		(60	)		2			100			14		3		11			NM
Salaries and employee benefits, Underlying (non-GAAP)	$	509	$	539	$	496	$	503	$	505	($	30	)		(6	%)	$	4			1	%	$	1,048	$	1,013	$	35			3	%
Equipment and software expense, Underlying:
Equipment and software expense (GAAP)	$	142	$	133	$	133	$	130	$	126	$	9			7	%	$	16			13	%	$	275	$	251	$	24			10	%
Less: Notable items		—		1		3		—		—		(1	)		(100	)		—			—			1		—		1			100
Equipment and software expense, Underlying (non-GAAP)	$	142	$	132	$	130	$	130	$	126	$	10			8	%	$	16			13	%	$	274	$	251	$	23			9	%
Outside services, Underlying:
Outside services (GAAP)	$	131	$	135	$	142	$	128	$	118	($	4	)		(3	%)	$	13			11	%	$	266	$	228	$	38			17	%
Less: Notable items		12		18		20		14		5		(6	)		(33	)		7			140			30		9		21			233
Outside services, Underlying (non-GAAP)	$	119	$	117	$	122	$	114	$	113	$	2			2	%	$	6			5	%	$	236	$	219	$	17			8	%
Occupancy, Underlying:
Occupancy (GAAP)	$	82	$	84	$	88	$	80	$	82	($	2	)		(2	%)	$	—			—	%	$	166	$	165	$	1			1	%
Less: Notable items		3		4		8		—		—		(1	)		(25	)		3			100			7		—		7			100
Occupancy, Underlying (non-GAAP)	$	79	$	80	$	80	$	80	$	82	($	1	)		(1	%)	($	3	)		(4	%)	$	159	$	165	($	6	)		(4	%)

24

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

		SECOND QUARTER 2020												FIRST QUARTER 2020												FOURTH QUARTER 2019
		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	$	320		$	221		($	288	)	$	253		$	236		$	179		($	381	)	$	34		$	209		$	231		$	10		$	450
Less: Preferred stock dividends			—			—			28			28			—			—			22			22			—			—			23			23
Net income (loss) available to common stockholders	B	$	320		$	221		($	316	)	$	225		$	236		$	179		($	403	)	$	12		$	209		$	231		($	13	)	$	427
Return on average total tangible assets:
Average total assets (GAAP)		$	71,634		$	65,280		$	42,879		$	179,793		$	68,415		$	59,005		$	39,757		$	167,177		$	68,069		$	56,407		$	40,170		$	164,646
Less: Average goodwill (GAAP)			122			52			6,876			7,050			122			48			6,876			7,046			122			46			6,876			7,044
Average other intangibles (GAAP)			41			6			18			65			43			6			18			67			63			6			—			69
Add: Average deferred tax liabilities related to goodwill (GAAP)			2			1			372			375			1			1			372			374			1			1			371			373
Average tangible assets	C	$	71,473		$	65,223		$	36,357		$	173,053		$	68,251		$	58,952		$	33,235		$	160,438		$	67,885		$	56,356		$	33,665		$	157,906
Return on average total tangible assets	A/C		1.80	%		1.36	%		NM			0.59	%		1.39	%		1.22	%		NM			0.09	%		1.22	%		1.63	%		NM			1.13	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	735		$	213		$	31		$	979		$	738		$	221		$	53		$	1,012		$	718		$	219		$	49		$	986
Net interest income (GAAP)			814			419			(73	)		1,160			793			365			2			1,160			796			363			(16	)		1,143
Noninterest income (GAAP)			428			144			18			590			357			125			15			497			296			175			23			494
Total revenue (GAAP)	E	$	1,242		$	563		($	55	)	$	1,750		$	1,150		$	490		$	17		$	1,657		$	1,092		$	538		$	7		$	1,637
Efficiency ratio	D/E		59.19	%		37.93	%		NM			55.91	%		64.16	%		45.06	%		NM			61.10	%		65.74	%		40.60	%		NM			60.28	%

		THIRD QUARTER 2019												SECOND QUARTER 2019
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	251		$	196		$	2		$	449		$	213		$	216		$	24		$	453
Less: Preferred stock dividends			—			—			17			17			—			—			18			18
Net income (loss) available to common stockholders	B	$	251		$	196		($	15	)	$	432		$	213		$	216		$	6		$	435
Return on average total tangible assets:
Average total assets (GAAP)		$	66,365		$	55,614		$	40,131		$	162,110		$	65,485		$	56,135		$	39,869		$	161,489
Less: Average goodwill (GAAP)			122			46			6,876			7,044			119			45			6,876			7,040
Average other intangibles (GAAP)			66			7			—			73			73			7			—			80
Add: Average deferred tax liabilities related to goodwill (GAAP)			1			1			370			372			—			—			370			370
Average tangible assets	C	$	66,178		$	55,562		$	33,625		$	155,365		$	65,293		$	56,083		$	33,363		$	154,739
Return on average total tangible assets	A/C		1.50	%		1.40	%		NM			1.15	%		1.31	%		1.54	%		NM			1.17	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	718		$	213		$	42		$	973		$	715		$	217		$	19		$	951
Net interest income (GAAP)			799			360			(14	)		1,145			799			371			(4	)		1,166
Noninterest income (GAAP)			336			133			24			493			277			149			36			462
Total revenue (GAAP)	E	$	1,135		$	493		$	10		$	1,638		$	1,076		$	520		$	32		$	1,628
Efficiency ratio	D/E		63.28	%		43.35	%		NM			59.40	%		66.43	%		41.58	%		NM			58.41	%

25

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

(in millions, except ratio data)

		FOR THE SIX MONTHS ENDED JUNE 30,
		2020												2019
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$	556		$	400		($	669	)	$	287		$	415		$	443		$	34		$	892
Less: Preferred stock dividends			—			—			50			50			—			—			33			33
Net income (loss) available to common stockholders	B	$	556		$	400		($	719	)	$	237		$	415		$	443		$	1		$	859
Return on average total tangible assets:
Average total assets (GAAP)		$	70,024		$	62,142		$	41,319		$	173,485		$	65,247		$	55,884		$	39,824		$	160,955
Less: Average goodwill (GAAP)			122			50			6,876			7,048			119			34			6,876			7,029
Average other intangibles (GAAP)			42			6			18			66			64			5			—			69
Add: Average deferred tax liabilities related to goodwill (GAAP)			2			1			371			374			—			—			369			369
Average tangible assets	C	$	69,862		$	62,087		$	34,796		$	166,745		$	65,064		$	55,845		$	33,317		$	154,226
Return on average total tangible assets	A/C		1.60	%		1.29	%		NM			0.35	%		1.29	%		1.60	%		NM			1.17	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	1,473		$	434		$	84		$	1,991		$	1,415		$	426		$	47		$	1,888
Net interest income (GAAP)			1,607			784			(71	)		2,320			1,587			743			(4	)		2,326
Noninterest income (GAAP)			785			269			33			1,087			524			299			67			890
Total revenue (GAAP)	E	$	2,392		$	1,053		($	38	)	$	3,407		$	2,111		$	1,042		$	63		$	3,216
Efficiency ratio	D/E		61.58	%		41.25	%		NM			58.43	%		67.01	%		40.84	%		NM			58.70	%

26

XML

Document and Entity Information	Jul. 17, 2020
Document And Entity Information [Line Items]
Entity Registrant Name	CITIZENS FINANCIAL GROUP INC/RI
Amendment Flag	false
Entity Central Index Key	0000759944
Document Type	8-K
Document Period End Date	Jul. 17, 2020
Entity Incorporation State Country Code	DE
Entity File Number	001-36636
Entity Tax Identification Number	05-0412693
Entity Address, Address Line One	One Citizens Plaza
Entity Address, City or Town	Providence
Entity Address, State or Province	RI
Entity Address, Postal Zip Code	02903
City Area Code	(401)
Local Phone Number	456-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document And Entity Information [Line Items]
Security 12b Title	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]
Security 12b Title	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]
Security 12b Title	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