8-K

Exhibit 99.1

LOGO

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

$314 million and EPS of $0.68

Underlying Net Income of $338 million and EPS of $0.73*

Record revenue with noninterest income up 33% year over year, paced by record results in Mortgage and strength in Capital Markets

CET1 ratio remains strong, increases to 9.8%

Pre-provision profit up 21% year over year, up 22% on an Underlying basis

7.8% positive operating leverage year over year, 9.0% on an Underlying basis

Tangible book value per share stable at $32, up 2% year over year

PROVIDENCE, RI (October 16, 2020) Citizens Financial Group, Inc. (NYSE: CFG or “Citizens”) today reported third quarter net income of $314 million, compared with $449 million in third quarter 2019, with earnings per share of $0.68, compared with $0.97 per share in third quarter 2019. Third quarter 2020 results reflect a net $24 million after-tax reduction, or $(0.05) per share, from notable items. Third quarter 2020 Return on Average Tangible Common Equity (“ROTCE”) of 8.3% compares with 12.4% in third quarter 2019 and 6.6% in second quarter 2020.

On an Underlying basis, which excludes notable items, third quarter 2020 net income available to common stockholders of $313 million compares with $436 million in third quarter 2019 and $235 million in second quarter 2020. Underlying EPS of $0.73 per share compares with $0.98 in third quarter 2019 and $0.55 in second quarter 2020. Underlying third quarter 2020 ROTCE of 9.0% compares with 12.6% in third quarter 2019 and 6.9% in second quarter 2020. Tangible book value per common share of $32.24 compares with $31.48 for third quarter 2019 and $32.13 for second quarter 2020.

Citizens remains strongly capitalized and maintains ample liquidity to assist customers in navigating these challenging times. At September 30, 2020, the common equity tier 1 (“CET1”) capital ratio increased to 9.8%, the spot loan-to-deposit ratio was 86.8%, or 83.6% excluding U.S. Small Business Administration Paycheck Protection Program (“PPP”) loans, and the liquidity coverage ratio was fully compliant. In third quarter 2020, a $209 million increase in the allowance for loans and unfunded loan commitments credit losses (“ACL”) resulted in a September 30, 2020 ACL of $2.7 billion and an ACL to loans ratio of 2.21%, or 2.29% excluding PPP loans. This reserve build impacted EPS by $0.40 and ROTCE by 5 percentage points.

“Citizens continues to rise to the occasion, meeting the unique challenges present in 2020 and delivering well for all of our stakeholders,” said Chairman and CEO Bruce Van Saun. “We posted record levels of revenue and pre-provision profit, further bolstered our loan loss reserve and grew our CET1 capital ratio to 9.8%. We continue to demonstrate the strong resilience and diversification of our business model, while helping our customers, colleagues and communities get through this difficult environment.”

*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.

Citizens also announced today that its board of directors declared a fourth quarter 2020 common stock dividend of $0.39 per share. The dividend is payable on November 12, 2020 to shareholders of record at the close of business on October 28, 2020. The quarterly dividend is 8% higher than the year-ago quarter.

Third quarter 2020 vs. second quarter 2020

Key highlights

•

Record pre-provision net revenue (“PPNR”) of $803 million, up 4%. Record Underlying PPNR of $834 million, up 6%, driven by record noninterest income and well-controlled expenses.

•

Third quarter 2020 results reflect a net $24 million after-tax reduction, or $(0.05) per share, from notable items compared with a net $10 million after-tax reduction, or ($0.02) per share, in second quarter 2020.

•

Efficiency ratio of 55.2%; Underlying efficiency ratio of 53.4% compares with 54.9% in second quarter 2020, reflecting record revenue and well-controlled expenses. Operating leverage was 1.3%, or 2.6% on an Underlying basis, reflecting continued strong focus on top-line growth and expense management.

•

Provision for credit losses of $428 million includes a reserve build of $209 million. This compares with a provision of $464 million in second quarter 2020, which included a $317 million reserve build.

•

ROTCE of 8.3% reflects the provision build associated with COVID-19 impacts. Underlying ROTCE of 9.0% compares with 6.9% in second quarter 2020.

•

Capital remains strong, with the CET1 ratio increasing to 9.8% compared with 9.6% at June 30, 2020.

•

During the third quarter 2020, Citizens paid $168 million in dividends to common shareholders.

•

Tangible book value per common share of $32.24 compares with $32.13 at June 30, 2020.

Results

•

Record revenue of $1.8 billion, up 2.4% reflecting record noninterest income, up 11%, largely offset by lower net interest income, down 2%.

•

Net interest income of $1.1 billion was down 2% given the impact of lower interest rates and a 1% decrease in interest-earning assets as line draws were repaid, partly offset by an improvement in funding mix and disciplined deposit pricing actions.

•

Net interest margin of 2.83% was down 5 basis points reflecting the impacts of lower interest rates, higher cash balances and day count, which were partially offset by improved funding mix and disciplined deposit pricing actions. Interest-bearing deposit costs decreased 13 basis points.

•

Record noninterest income of $654 million, up 11% reflecting record mortgage banking fees, higher service charges and fees, strength in trust and investment services fees, as well as higher card fees and higher letter of credit and loan fees given increased customer activity. Other income includes the gain on sale of education loans. These results were partially offset by a decrease in foreign exchange and interest rate products given lower customer hedging activity.

Citizens Financial Group, Inc.

•

Noninterest expense of $988 million increased 1% and includes the impact of notable items. On an Underlying basis, noninterest expense of $957 million was down slightly given strong expense discipline, as well as lower other operating expense.

•

Provision for credit losses of $428 million includes a reserve build of $209 million, primarily driven by commercial. Third quarter 2020 net charge offs were $219 million, up from $147 million, reflecting an increase in commercial, due to one credit to a mall REIT and one in metals and mining. This compares to second quarter 2020 provision for credit losses of $464 million which included a $317 million net reserve build primarily tied to COVID-19 impacts. In second quarter 2020, approximately $100 million of credit reserves associated with loans transferred to held-for-sale were reallocated to the remaining loan portfolio.

Balance Sheet

•

Average interest-earning assets decreased $2.2 billion, or 1%, driven by a 3% decrease in loans, reflecting a decrease in commercial loans driven by line of credit repayments and retail loan sales activity tied to balance sheet optimization strategies, partly offset by an increase in average PPP loans. Loans were up very slightly before the impact of PPP loans, commercial line draws and loan sales activity.

•

Average deposits were broadly stable as a decrease in term deposits was largely offset by growth in demand deposits and savings.

•

Average loan-to-deposit ratio of 88.4%, or 85.0% excluding PPP loans, compares with 90.9% in second quarter 2020.

•

Allowance coverage for loans of 2.21%, or 2.29% excluding PPP loans, compares with 2.01%, or 2.09% excluding PPP loans, as of June 30, 2020.

•

Nonaccrual loans to loans ratio of 1.03% compares with 0.79% as of June 30, 2020.

•

Allowance coverage of nonaccrual loans of 214% compares with 255% as of June 30, 2020.

Third quarter 2020 vs. third quarter 2019

Key highlights

•

Record PPNR of $803 million, up 21%. Record Underlying PPNR of $834 million, up 22%, with record revenue driven by record results in mortgage banking and strength in capital markets, and well-controlled expenses.

•

Third quarter 2020 results reflect a net $24 million after-tax reduction, or $(0.05) per share, from notable items compared with a net $4 million after-tax reduction, or $(0.01) per share, in third quarter 2019.

•

ROTCE of 8.3%, with Underlying ROTCE of 9.0%.

•

Results reflect an efficiency ratio of 55.2%, while the Underlying efficiency ratio was 53.4%. Operating leverage was 7.8%, with Underlying operating leverage of 9.0% reflecting continued strong focus on top-line growth and expense management.

•

Provision for credit losses of $428 million includes a reserve build of $209 million primarily driven by commercial. Third quarter 2020 net charge offs were $219 million.

Citizens Financial Group, Inc.

•

Tangible book value per share of $32.24, up 2%. Fully diluted average common shares outstanding decreased by 19.1 million shares, or 4%.

Results

•

Record revenue increased $153 million, or 9%, reflecting record noninterest income and a slight decrease in net interest income.

•

Net interest income was down 1%, as lower net interest margin was only partially offset by 9% growth in interest-earning assets, including the addition of PPP loans.

•

Net interest margin of 2.83%, down 29 basis points, reflects the impact of lower interest rates and higher cash balances given strong deposit flows, partially offset by improved funding mix and lower funding costs. Interest-bearing deposit costs decreased 89 basis points, reflecting strong pricing discipline.

•

Record noninterest income of $654 million was up 33%, driven by record mortgage banking fees given strong origination volumes and gain-on-sale margins, as well as strength in capital markets fees and trust and investment services fees. Service charges and fees, card fees and foreign exchange and interest rate products were lower reflecting COVID-19 impacts. Other income includes the gain on sale of education loans and increased from third quarter 2019 which included a benefit related to a lease restructuring.

•

Noninterest expense of $988 million was up 2%. Underlying noninterest expense of $957 million, was up slightly reflecting higher equipment and software expense given continued investments in technology, higher outside services and higher salaries and employee benefits tied to strong mortgage banking results. These were partially offset by lower other operating expense given lower travel and advertising costs, as well as a $10 million charge related to a lease restructuring in the prior year.

•

Provision for credit losses of $428 million includes a reserve build of $209 million, primarily driven by commercial. The third quarter 2019 provision for credit losses was $101 million. Third quarter 2020 net charge offs were $219 million, up from $113 million, reflecting COVID-19-related impacts in commercial.

Balance sheet

•

Average interest-earning assets increased $13.7 billion, or 9%, driven by 7% loan growth, which includes the $4.7 billion impact of the PPP loans, and 14% growth in the investment portfolio given higher interest-bearing cash balances driven by strong deposit flows. Loan growth was 4% excluding the impact of PPP loans, commercial line draws and retail loan sales activity tied to balance sheet optimization strategies.

•

Average deposits increased $17.4 billion, or 14%, reflecting growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

•

Average loan-to-deposit ratio of 88.4%, or 85.0% excluding PPP loans, compares with 94.6% in third quarter 2019.

•

Allowance coverage for loans of 2.21%, or 2.29% excluding PPP loans, compares with 1.11% as of September 30, 2019, reflecting the first quarter 2020 implementation of CECL and the subsequent reserve increases primarily associated with COVID-19 impacts.

•

Nonaccrual loans to loans ratio of 1.03% compares with 0.63% as of September 30, 2019.

•

Allowance coverage of nonaccrual loans of 214% compares with 177% as of September 30, 2019, reflecting the first quarter 2020 implementation of CECL and the subsequent reserve increases primarily associated with COVID-19 impacts.

Citizens Financial Group, Inc.

Earnings highlights:


	Quarterly Trends

										3Q20 change from
($s in millions, except per share data)	3Q20			2Q20			3Q19			2Q20						3Q19

Earnings										$/bps			%			$/bps			%

Net interest income	$	1,137		$	1,160		$	1,145		$	(23	)		(2	) %	$	(8	)		(1	) %
Noninterest income		654			590			493			64			11			161			33
Total revenue		1,791			1,750			1,638			41			2			153			9
Noninterest expense		988			979			973			9			1			15			2
Pre-provision profit		803			771			665			32			4			138			21
Provision for credit losses		428			464			101			(36	)		(8	)		327				NM

Net income		314			253			449			61			24			(135	)		(30	)
Preferred dividends		25			28			17			(3	)		(11	)		8			47
Net income available to common stockholders	$	289		$	225		$	432		$	64			28	%	$	(143	)		(33	) %

After-tax notable Items		24			10			4			14			140			20				NM

Underlying net income	$	338		$	263		$	453		$	75			29	%	$	(115	)		(25	) %
Underlying net income available to common stockholders	$	313		$	235		$	436		$	78			33	%	$	(123	)		(28	) %

Average common shares outstanding
Basic (in millions)		426.8			426.6			445.7			0.2			—			(18.9	)		(4	)
Diluted (in millions)		428.0			427.6			447.1			0.4			—			(19.1	)		(4	)
Diluted earnings per share	$	0.68		$	0.53		$	0.97		$	0.15			28	%	$	(0.29	)		(30	) %

Underlying diluted earnings per share	$	0.73		$	0.55		$	0.98		$	0.18			33	%	$	(0.25	)		(26	) %

Performance metrics
Net interest margin		2.82	%		2.87	%		3.10	%		(5	) bps					(28	) bps
Net interest margin, FTE		2.83			2.88			3.12			(5	)					(29	)
Effective income tax rate		16.1			17.7			20.5			(159	)					(436	)
Efficiency ratio		55			56			59			(73	)					(422	)
Underlying efficiency ratio		53			55			58			(141	)					(478	)
Return on average common equity		5.6			4.4			8.4			116						(275	)
Return on average tangible common equity		8.3			6.6			12.4			171						(411	)
Underlying return on average tangible common equity		9.0			6.9			12.6			210						(358	)
Return on average total assets		0.70			0.57			1.10			13						(40	)
Underlying return on average total tangible assets		0.79	%		0.61	%		1.16	%		18	bps					(37	) bps

Capital adequacy^(1,2)
Common equity tier 1 capital ratio		9.8	%		9.6	%		10.3	%
Total capital ratio		13.3			13.1			13.0
Tier 1 leverage ratio		9.5			9.3			9.9
Allowance for credit losses to loans and leases		2.21	%		2.01	%		1.11	%		20	bps					110	bps

Asset quality⁽²⁾
Nonaccrual loans and leases to loans and leases		1.03	%		0.79	%		0.63	%		24	bps					40	bps
Allowance for credit losses to nonaccrual loans and leases		214			255			177			NM						NM
Net charge-offs as a % of average loans and leases		0.70	%		0.46	%		0.38	%		24	bps					32	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.

Citizens Financial Group, Inc.

Notable items:

Third and second quarter 2020 and third quarter 2019 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. Third and second quarter 2020 and third 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 $34 million through the end of third quarter 2020.


Notable items-integration costs	3Q20									2Q20									3Q19									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	$	—		$	—		$	—		$	—		$	—		$	—		$	(1	)	$	(1	)	$	—		$	(10	)	$	—		$	(10	)
Equipment & software		(1	)		(1	)		—			—			—			—			—			—			—			(3	)		—			(3	)
Outside services		(1	)		(1	)		—			(2	)		(1	)		—			(3	)		(2	)		(0.01	)		(15	)		(5	)		(20	)
Occupancy		—			—			—			—			—			—			—			—			—			(1	)		—			(1	)
Other expense		—			—			—			—			—			—			—			—			—			(2	)		—			(2	)

Noninterest expense	$	(2	)	$	(2	)	$	—		$	(2	)	$	(1	)	$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(31	)		(5	)	$	(36	)

Total Integration costs	$	(2	)	$	(2	)	$	—		$	(2	)	$	(1	)	$	—		$	(4	)	$	(3	)	$	(0.01	)	$	(34	)	$	(5	)	$	(39	)


Other notable items-primarily tax and TOP	3Q20									2Q20									3Q19
($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		$	—		$	10		$	0.02
Other notable items—TOP & other actions
Salaries & benefits		(13	)		(9	)		(0.02	)		(4	)		(4	)		(0.01	)		(4	)		(3	)		(0.01	)
Outside services		(15	)		(12	)		(0.03	)		(10	)		(7	)		(0.02	)		(11	)		(8	)		(0.02	)
Occupancy		(1	)		(1	)		—			(3	)		(2	)		—			—			—			—

Noninterest expense	$	(29	)	$	(22	)	$	(0.05	)	$	(17	)	$	(13	)	$	(0.03	)	$	(15	)	$	(11	)	$	(0.03	)

Total other notable items	$	(29	)	$	(22	)	$	(0.05	)	$	(17	)	$	(9	)	$	(0.02	)	$	(15	)	$	(1	)	$	—



Total notable items	$	(31	)	$	(24	)	$	(0.05	)	$	(19	)	$	(10	)	$	(0.02	)	$	(19	)	$	(4	)	$	(0.01	)

Citizens Financial Group, Inc.

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

Underlying results:


	Quarterly Trends
										3Q20 change from
($s in millions, except per share data)	3Q20			2Q20			3Q19			2Q20			3Q19

Net interest income	$	1,137		$	1,160		$	1,145			(2	) %		(1	) %
Noninterest income		654			590			493			11			33
Total revenue	$	1,791		$	1,750		$	1,638			2	%		9	%
Noninterest expense		988			979			973			1			2
Notable items		31			19			19			63			63

Underlying noninterest expense	$	957		$	960		$	954			—	%		—	%
Underlying pre-provision profit		834			790			684			6			22
Provision for credit losses		428			464			101			(8	)		NM

Net income available to common stockholders		289			225			432			28			(33	)
Underlying net income available to common stockholders		313			235			436			33			(28	)

Performance metrics

Diluted EPS	$	0.68		$	0.53		$	0.97			28	%		(30	) %
Underlying EPS	$	0.73		$	0.55		$	0.98			33	%		(26	) %
Efficiency ratio		55	%		56	%		59	%		(73	) bps		(422	) bps
Underlying efficiency ratio		53			55			58			(141	)		(478	)
Return on average tangible common equity		8.3			6.6			12.4			171			(411	)
Underlying return on average tangible common equity		9.0	%		6.9	%		12.6	%		210	bps		(358	) bps

Operating leverage											1.3			7.8
Underlying operating leverage											2.6	%		9.0	%

Citizens Financial Group, Inc.

Discussion of results:


Net interest income										3Q20 change from
($s in millions)	3Q20			2Q20			3Q19			2Q20						3Q19

										$/bps			%			$/bps			%


Interest income:
Interest and fees on loans and leases and loans held for sale	$	1,157		$	1,219		$	1,377		$	(62	)		(5	) %	$	(220	)		(16	) %
Investment securities		121			130			153			(9	)		(7	)		(32	)		(21	)
Interest-bearing deposits in banks		2			1			8			1			100			(6	)		(75	)

Total interest income	$	1,280		$	1,350		$	1,538		$	(70	)		(5	) %	$	(258	)		(17	) %

Interest expense:
Deposits	$	89		$	124		$	297		$	(35	)		(28	) %	$	(208	)		(70	) %
Short-term borrowed funds		—			—			2			—			—			(2	)		(100	)
Long-term borrowed funds		54			66			94			(12	)		(18	)		(40	)		(43	)

Total interest expense	$	143		$	190		$	393		$	(47	)		(25	) %	$	(250	)		(64	) %

Net interest income	$	1,137		$	1,160		$	1,145		$	(23	)		(2	) %	$	(8	)		(1	) %


Net interest margin, FTE		2.83	%		2.88	%		3.12	%		(5	) bps					(29	) bps

Net interest income of $1.1 billion decreased 2% compared with second quarter 2020 given the impact of lower interest rates and a 1% decrease in interest-earning assets, including a 3% decrease in loans. The decrease in loans reflects the impact of repayments of commercial line of credit draws tied to the COVID-19 disruption, partly offset by the average increase in PPP loans. Partially offsetting these impacts were the benefit of improved funding mix and disciplined deposit pricing actions. Net interest margin of 2.83% decreased 5 basis points given the impact of lower interest rates, higher cash balances and day count, partially offset by the impact of improved funding mix and disciplined deposit pricing actions. Interest-bearing deposit costs decreased 13 basis points.

Compared with third quarter 2019, net interest income decreased 1% as lower net interest margin was only partially offset by 9% growth in interest-earning assets, including the addition of PPP loans. Net interest margin of 2.83% decreased 29 basis points from third quarter 2019 reflecting the impact of lower interest rates and higher cash balances given strong deposit flows, partially offset by improved funding mix and lower funding costs. Interest-bearing deposit costs decreased 89 basis points, reflecting strong pricing discipline.


Noninterest Income							3Q20 change from
($s in millions)	3Q20		2Q20		3Q19		2Q20						3Q19

							$			%			$			%

Service charges and fees	$	97	$	84	$	128	$	13			15	%	$	(31	)		(24	) %
Mortgage banking fees		287		276		117		11			4			170			145
Card fees		57		48		67		9			19			(10	)		(15	)
Capital markets fees		58		61		39		(3	)		(5	)		19			49
Trust and investment services fees		53		45		50		8			18			3			6
Foreign exchange and interest rate products		27		34		35		(7	)		(21	)		(8	)		(23	)
Letter of credit and loan fees		37		31		34		6			19			3			9
Securities gains, net		1		3		3		(2	)		(67	)		(2	)		(67	)
Other income⁽¹⁾		37		8		20		29			NM			17			85

Noninterest income	$	654	$	590	$	493	$	64			11	%	$	161			33	%

1) Other income includes bank-owned life insurance and other income.

Citizens Financial Group, Inc.

Record noninterest income of $654 million increased $64 million, or 11%, compared with second quarter 2020 reflecting improvements in service charges and fees and card fees given some recovery from COVID-19 impacts and higher trust and investment services fees tied to improved transaction volumes and higher managed money balances. Record mortgage banking fees of $287 million increased $11 million, or 4%, reflecting continued strength in production revenues, as well as improved mortgage servicing rights hedging performance. Other income includes the gain on the sale of education loans. These results were partially offset by lower foreign exchange and interest rate products fees driven by lower customer hedging activity.

Compared with third quarter 2019, record noninterest income increased $161 million, or 33%, reflecting record mortgage banking fees, driven by higher origination volumes and stronger gain-on-sale margins, as well as strength in capital market fees, up 49%, reflecting an increase in advisory fees and a recovery on loan/bond trading. Trust and investment services fees increased 6% driven by improved transaction volumes and higher managed money balances. These results were partially offset by lower service charges and fees, card fees, and lower foreign exchange and interest rate products fees reflecting COVID-19 impacts. Other income includes the gain on the sale of education loans associated with balance sheet optimization initiatives. Other income in third quarter 2019 includes a benefit tied to a lease restructuring.


Noninterest Expense							3Q20 change from
($s in millions)	3Q20		2Q20		3Q19		2Q20						3Q19

							$			%			$			%

Salaries and employee benefits	$	524	$	513	$	508	$	11			2	%	$	16			3	%
Equipment and software expense		149		142		130		7			5			19			15
Outside services		139		131		128		8			6			11			9
Occupancy		81		82		80		(1	)		(1	)		1			1
Other operating expense		95		111		127		(16	)		(14	)		(32	)		(25	)

Noninterest expense	$	988	$	979	$	973	$	9			1	%	$	15			2	%

Notable items	$	31	$	19	$	19	$	12			63	%	$	12			63	%

Underlying, as applicable

Salaries and employee benefits	$	511	$	509	$	503	$	2			—	%	$	8			2	%
Equipment and software expense		148		142		130		6			4			18			14
Outside services		123		119		114		4			3			9			8
Occupancy		80		79		80		1			1			—			—
Other operating expense		95		111		127		(16	)		(14	)		(32	)		(25	)

Underlying noninterest expense	$	957	$	960	$	954	$	(3	)		—	%	$	3			—	%

Third quarter 2020 noninterest expense of $988 million increased $9 million, or 1%, from second quarter 2020. On an Underlying basis, noninterest expense of $957 million was down slightly given strong expense discipline, as well as lower other operating expense.

Compared with third quarter 2019, Underlying noninterest expense of $957 million was up slightly, as increases in equipment and software expense, given continued investments in technology, as well as higher outside services largely tied to growth initiatives, and salaries and employee benefits, reflecting strong mortgage banking results, were more than offset by the decrease in other operating expense. Other operating expense decreased 25% from third quarter 2019 reflecting lower travel and advertising costs and a $10 million charge related to a lease restructuring in the prior year.

Citizens Financial Group, Inc.

The third quarter 2020 effective tax rate was 16.1%. On an Underlying basis, the effective tax rate of 16.8% compares with 19.4% for second quarter 2020 and 22.3% for third quarter 2019. The decrease from third quarter 2019 reflects the greater impact of tax-advantaged investments given lower pre-tax income.


Consolidated balance sheet review⁽¹⁾										3Q20 change from
($s in millions)	3Q20			2Q20			3Q19			2Q20						3Q19

										$/bps			%			$/bps			%
Total assets	$	179,228		$	179,874		$	164,362		$	(646	)		—	%	$	14,866			9	%
Total loans and leases		124,071			125,713			117,880			(1,642	)		(1	)		6,191			5
Total loans held for sale		3,714			4,993			2,015			(1,279	)		(26	)		1,699			84
Deposits		142,921			143,618			124,714			(697	)		—			18,207			15
Stockholders’ equity		22,469			22,418			21,851			51			—			618			3
Stockholders’ common equity		20,504			20,453			20,718			51			—			(214	)		(1	)
Tangible common equity	$	13,771		$	13,716		$	13,976		$	55			—	%	$	(205	)		(1	) %
Loan-to-deposit ratio (period-end)⁽²⁾		86.8	%		87.5	%		94.5	%		(72	) bps					(771	) bps
Loans to deposit ratio (average)⁽²⁾		88.4			90.9			94.6			(257	)					(626	)
Common equity tier 1 capital ratio⁽³⁾		9.8			9.6			10.3
Total capital ratio⁽³⁾		13.3	%		13.1	%		13.0	%

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 $179.2 billion at September 30, 2020, increased $14.9 billion, or 9%, from September 30, 2019, reflecting a $7.9 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. Results also reflect a $6.8 billion increase in the investment portfolio given higher interest-bearing cash balances driven by strong customer deposit flows. Compared with June 30, 2020, total assets were broadly stable, as a $2.9 billion decrease in loans and loans held for sale, reflecting commercial line of credit repayments partly offset by higher average PPP loans, was partially offset by a $2.3 billion increase in the investment portfolio.


Interest-earning assets							3Q20 change from
($s in millions)	3Q20		2Q20		3Q19		2Q20						3Q19

Period-end interest-earning assets							$			%			$		%

Investments and interest-bearing deposits	$	34,764	$	32,490	$	27,964	$	2,274			7	%	$	6,800		24	%
Commercial loans and leases		62,362		64,930		56,733		(2,568	)		(4	)		5,629		10
Retail loans		61,709		60,783		61,147		926			2			562		1
Total loans and leases		124,071		125,713		117,880		(1,642	)		(1	)		6,191		5
Loans held for sale, at fair value		3,587		3,631		1,993		(44	)		(1	)		1,594		80
Other loans held for sale		127		1,362		22		(1,235	)		(91	)		105		NM
Total loans and leases and loans held for sale		127,785		130,706		119,895		(2,921	)		(2	)		7,890		7

Total period-end interest-earning assets	$	162,549	$	163,196	$	147,859	$	(647	)		—	%	$	14,690		10	%

Average interest-earning assets
Investments and interest-bearing deposits	$	30,908	$	30,415	$	27,114	$	493			2	%	$	3,794		14	%
Commercial loans and leases		63,861		67,409		56,983		(3,548	)		(5	)		6,878		12
Retail loans		61,051		61,346		60,274		(295	)		—			777		1
Total loans and leases		124,912		128,755		117,257		(3,843	)		(3	)		7,655		7
Loans held for sale, at fair value		3,295		2,710		1,970		585			22			1,325		67
Other loans held for sale		1,061		510		134		551			108			927		NM
Total loans and leases and loans held for sale		129,268		131,975		119,361		(2,707	)		(2	)		9,907		8

Total average interest-earning assets	$	160,176	$	162,390	$	146,475	$	(2,214	)		(1	) %	$	13,701		9	%

Period-end interest-earning assets of $162.5 billion increased $14.7 billion, or 10%, from September 30, 2019, driven by a $7.9 billion, or 7%, increase in loans and loans held for sale, largely reflecting a $5.6 billion increase in commercial, including $4.7 billion of PPP loans to small business customers, and a $562 million increase in retail. The investment portfolio increased $6.8 billion given higher interest-bearing cash balances driven by strong deposit flows. Compared with June 30, 2020, period-end interest-earning assets decreased $647 million,

Citizens Financial Group, Inc.

largely reflecting a $2.6 billion decrease in commercial loans, driven by line of credit repayments, partially offset by a $2.3 billion increase in the investment portfolio given higher interest-bearing cash balances, and a $926 million increase in retail loans. Retail loan growth was driven by education and mortgage, partially offset by lower other retail and home equity lines of credit. Total loans were broadly stable before the impact of PPP loans, the repayment of COVID-19-related commercial line of credit draws and retail loan sales activity tied to balance sheet optimization strategies. The average effective duration of the securities portfolio as of September 30, 2020, was 2.75 years compared with 2.1 years at June 30, 2020, and decreased from 3.2 years at September 30, 2019 given lower long-term rates that drove an increase in securities prepayment speeds.

Average interest-earning assets of $160.2 billion in third quarter 2020 increased $13.7 billion, or 9%, from third quarter 2019, reflecting a $9.9 billion, or 8%, increase in loans and loans held for sale and a $3.8 billion, or 14%, increase in the investment portfolio given higher interest-bearing cash balances. Loan growth includes a $6.9 billion increase in commercial and $777 million increase in retail. Commercial loan growth reflects $4.7 billion of PPP loans, 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 lines of credit and the impact of loan sales activity tied to balance sheet optimization strategies. Loan growth was 4% before the impact of PPP loans, the repayment of COVID-19-related commercial line of credit draws and the loan sales activity.

Compared with second quarter 2020, average interest-earning assets decreased $2.2 billion, or 1%, reflecting a $3.5 billion decrease in commercial loans driven by line of credit repayments, and a $295 million decrease in retail loans, partly offset by an increase in loans held for sale primarily tied to strong mortgage volumes. The decline in retail loans reflects continued growth in mortgage more than offset by loan sales activity tied to balance sheet optimization strategies and declines in other categories. Total loans were up very slightly before the impact of PPP loans, commercial line draws and the loan sales activity.


Deposits							3Q20 change from
($s in millions)	3Q20		2Q20		3Q19		2Q20						3Q19
Period-end deposits							$			%			$			%
Demand deposits	$	41,249	$	40,545	$	29,939	$	704			2	%	$	11,310			38	%
Checking with interest		27,141		27,200		24,403		(59	)		—			2,738			11
Savings		17,237		16,665		13,479		572			3			3,758			28
Money market accounts		46,400		44,965		36,826		1,435			3			9,574			26
Term deposits		10,894		14,243		20,067		(3,349	)		(24	)		(9,173	)		(46	)

Total period-end deposits	$	142,921	$	143,618	$	124,714	$	(697	)		—	%	$	18,207			15	%

Average deposits
Demand deposits	$	40,608	$	37,745	$	28,945	$	2,863			8	%	$	11,663			40	%
Checking with interest		26,638		26,312		23,422		326			1			3,216			14
Savings		16,902		15,883		13,442		1,019			6			3,460			26
Money market accounts		45,187		45,187		37,161		—			—			8,026			22
Term deposits		12,032		16,470		20,951		(4,438	)		(27	)		(8,919	)		(43	)

Total average deposits	$	141,367	$	141,597	$	123,921	$	(230	)		—	%	$	17,446			14	%

Total period-end deposits of $142.9 billion at September 30, 2020 increased $18.2 billion, or 15%, from September 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 reflects government stimulus benefiting consumers and small businesses and clients building liquidity given COVID-19 disruption.

Citizens Financial Group, Inc.

Compared with June 30, 2020, total period-end deposits decreased $697 million, as growth in money market accounts, demand deposits and savings was more than offset by a decrease in term deposits. Citizens Access^® deposits were $6.2 billion at September 30, 2020, down from $6.5 billion at June 30, 2020, due to lower term deposits.

Third quarter 2020 average deposits of $141.4 billion increased $17.4 billion, or 14%, from third quarter 2019, reflecting growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

Compared with second quarter 2020, average deposits decreased $230 million as a reduction in term deposits was largely offset by growth in demand deposits, savings and checking with interest.


Borrowed Funds							3Q20 change from

($s in millions)	3Q20		2Q20		3Q19		2Q20						3Q19


Period-end borrowed funds							$			%			$			%

Short-term borrowed funds	$	252	$	255	$	1,077	$	(3	)		(1	)%	$	(825	)		(77	) %
Long-term borrowed funds
FHLB advances		19		6		3,007		13			217			(2,988	)		(99	)
Senior debt		7,504		7,519		8,143		(15	)		—			(639	)		(8	)
Subordinated debt and other debt		1,586		1,677		1,656		(91	)		(5	)		(70	)		(4	)


Total borrowed funds	$	9,361	$	9,457	$	13,883	$	(96	)		(1	)%	$	(4,522	)		(33	) %


Average borrowed funds
Short-term borrowed funds	$	240	$	222	$	600	$	18			8	%	$	(360	)		(60	) %
Long-term borrowed funds
FHLB advances		6		2,595		2,478		(2,589	)		(100	)		(2,472	)		(100	)
Senior debt		7,515		7,499		8,000		16			—			(485	)		(6	)
Subordinated debt and other debt		1,675		1,661		1,656		14			1			19			1


Total average borrowed funds	$	9,436	$	11,977	$	12,734	$	(2,541	)		(21	)%	$	(3,298	)		(26	) %

Total borrowed funds of $9.4 billion at September 30, 2020 decreased $4.5 billion, or 33%, from September 30, 2019, reflecting a $3.0 billion decrease in long-term FHLB borrowings, an $825.0 million decrease in short-term borrowings and a $639 million decrease in senior debt. Compared with June 30, 2020, total borrowed funds decreased $96 million, or 1%.

Average borrowed funds of $9.4 billion decreased $3.3 billion, or 26%, from third quarter 2019, largely reflecting a $2.5 billion decrease in long-term FHLB borrowings, a $485 million decrease in senior debt and a $360 million decrease in short-term borrowings. Compared with June 30, 2020, average borrowed funds decreased $2.5 billion, or 21%, driven by a $2.6 billion decrease in long-term FHLB borrowings.


Capital										3Q20 change from
($s and shares in millions except per share data)	3Q20			2Q20			3Q19			2Q20					3Q19


Period-end capital										$		%			$			%
Stockholders’ equity	$	22,469		$	22,418		$	21,851		$	51		—	%	$	618			3	%
Stockholders’ common equity		20,504			20,453			20,718			51		—			(214	)		(1	)
Tangible common equity		13,771			13,716			13,976			55		—			(205	)		(1	)
Tangible book value per common share	$	32.24		$	32.13		$	31.48		$	0.11		—		$	0.76			2
Common shares - at end of period		427.1			426.8			443.9			0.2		—			(16.8	)		(4	)
Common shares - average (diluted)		428.0			427.6			447.1			0.4		—	%		(19.1	)		(4	)%
Common equity tier 1 capital ratio(1)		9.8	%		9.6	%		10.3	%
Total capital ratio(1)		13.3			13.1			13.0
Tier 1 leverage ratio(1)		9.5	%		9.3	%		9.9	%

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

Citizens Financial Group, Inc.

At September 30, 2020, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 9.8% compared with 9.6% at June 30, 2020 and 10.3% at September 30, 2019, and a total capital ratio of 13.3% compared with 13.1% as of June 30, 2020 and 13.0% as of September 30, 2019.

During third quarter 2020, the company completed $621 million of subordinated debt private exchange offers which will benefit total capital going forward.

Tangible book value per common share of $32.24 increased slightly compared with second quarter 2020 and increased 2% from third 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 $989 million since January 1, 2020, or $247 million, will be phased in over the same time frame.

During third quarter 2020, Citizens paid $168 million in dividends to common shareholders. This compares with $168 million in dividends to common shareholders in second quarter 2020 and total capital of $662 million returned to shareholders in third quarter 2019, including share repurchases and common dividends.


Credit quality review								3Q20 change from
($s in millions)	3Q20		2Q20		3Q19			2Q20				3Q19

								$/bps		%		$/bps		%

Nonaccrual loans and leases	$	1,277	$	990	$	737		$	287		29 %	$	540	73 %
90+ days past due and accruing		28		55		30			(27)		(49)		(2)	(7)
Net charge-offs		219		147		113			72		49		106	94
Provision for credit losses		428		464		101			(36)		(8)		327	NM
Allowance for credit losses	$	2,736	$	2,527	$	1,308		$	209		8 %	$	1,428	109 %
Nonaccrual loans and leases to loans and leases		1.03 %		0.79 %		0.63	%		24 bps				40 bps
Net charge-offs as a % of total loans and leases		0.70		0.46		0.38			24				32
Allowance for credit losses to loans and leases		2.21		2.01		1.11			20				110
Allowance for credit losses to nonaccrual loans and leases		214.2 %		255.4 %		177.4	%		NM				NM

Nonacccrual loans of $1.3 billion increased $287 million, or 29%, compared with June 30, 2020, reflecting a $254 million increase in commercial driven by two credits to mall REITs, and a $33 million increase in retail. The nonaccrual loans to loans ratio of 1.03% at September 30, 2020 increased from 0.79% at June 30, 2020 and 0.63% at September 30, 2019. Nonaccrual loans increased $540 million, or 73%, compared with September 30, 2019, driven by a $479 million increase in commercial and a $61 million increase in retail.

Net charge-offs of $219 million increased $72 million from second quarter 2020 and $106 million compared with third quarter 2019. The increase in third quarter 2020 net charge-offs reflects an increase in commercial, primarily due to one credit to a mall REIT and one in metals and mining, and a decrease in retail reflecting the impact of forbearance. Third quarter 2020 net charge-offs were 70 basis points of average loans and leases compared with 46 basis points in second quarter 2020 and 38 basis points in third quarter 2019.

Third quarter 2020 provision for credit losses of $428 million includes a net reserve build of $209 million primarily in commercial, driven by retail and hospitality-related commercial real estate and casual dining. This compares to second quarter 2020 provision for credit losses of $464 million which included a net reserve build of $317 million and third quarter 2019 provision for credit losses of $101 million. Of note, in second quarter 2020, approximately $100 million of credit reserves associated with retail loans transferred to held-for-sale were reallocated to the remaining loan portfolio.

Citizens Financial Group, Inc.

The third quarter 2020 ACL of $2.7 billion includes the $451 million impact of the adoption of CECL on January 1, 2020 and subsequent quarterly reserve increases totaling $989 million. This compares with $2.5 billion at June 30, 2020 and a pre-CECL adoption allowance of $1.3 billion at September 30, 2019.

The ACL ratio was 2.21% as of September 30, 2020, or 2.29% before the impact of PPP loans, compares with 2.01% as of June 30, 2020, or 2.09% before the impact of PPP loans, and 1.11% as of September 30, 2019. The allowance for credit losses to nonaccrual loans and leases ratio of 214% as of September 30, 2020 compares with 255% as of June 30, 2020 and 177% as of September 30, 2019.

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

Media: Peter Lucht—781.655.2289

Investors: Kristin Silberberg—203.900.6854

Conference Call

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


Time:		9:00 am ET

Dial-in:		(877) 336-4437, conference ID 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 October 16 through November 16, 2020. Please dial (866) 207-1041 and enter access code 4748407. 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 $179.2 billion in assets as of September 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.

Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations

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

Non-GAAP Financial Measures:

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

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

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

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


		QUARTERLY TRENDS
								3Q20 Change
		3Q20		2Q20		3Q19		2Q20				3Q19
								$		%		$		%
Total revenue, Underlying:
Total revenue (GAAP)	A		$1,791		$1,750		$1,638		$41		2 %		$153		9 %
Less: Notable items			—		—		—		—		—		—		—

Total revenue, Underlying (non-GAAP)	B		$1,791		$1,750		$1,638		$41		2 %		$153		9 %

Noninterest expense, Underlying:
Noninterest expense (GAAP)	C		$988		$979		$973		$9		1 %		$15		2 %
Less: Notable items			31		19		19		12		63		12		63

Noninterest expense, Underlying (non-GAAP)	D		$957		$960		$954		($3)		— %		$3		— %

Pre-provision profit:
Total revenue (GAAP)	A		$1,791		$1,750		$1,638		$41		2 %		$153		9 %
Less: Noninterest expense (GAAP)	C		988		979		973		9		1		15		2

Pre-provision profit (GAAP)			$803		$771		$665		$32		4 %		$138		21 %

Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B		$1,791		$1,750		$1,638		$41		2 %		$153		9 %
Less: Noninterest expense, Underlying (non-GAAP)	D		957		960		954		(3)		—		3		—

Pre-provision profit, Underlying (non-GAAP)			$834		$790		$684		$44		6 %		$150		22 %

Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E		$375		$307		$564		$68		22 %		($189)		(34%)
Less: Expense before income tax benefit related to notable items			(31)		(19)		(19)		(12)		(63)		(12)		(63)

Income before income tax expense, Underlying (non-GAAP)	F		$406		$326		$583		$80		25 %		($177)		(30%)

Income tax expense, Underlying:
Income tax expense (GAAP)	G		$61		$54		$115		$7		13 %		($54)		(47%)
Less: Income tax benefit related to notable items			(7)		(9)		(15)		2		22		8		53

Income tax expense, Underlying (non-GAAP)	H		$68		$63		$130		$5		8 %		($62)		(48%)

Net income, Underlying:
Net income (GAAP)	I		$314		$253		$449		$61		24 %		($135)		(30%)
Add: Notable items, net of income tax benefit			24		10		4		14		140		20		NM

Net income, Underlying (non-GAAP)	J		$338		$263		$453		$75		29 %		($115)		(25%)

Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K		$289		$225		$432		$64		28 %		($143)		(33%)
Add: Notable items, net of income tax benefit			24		10		4		14		140		20		NM

Net income available to common stockholders, Underlying (non-GAAP)	L		$313		$235		$436		$78		33 %		($123)		(28%)

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


		QUARTERLY TRENDS
											3Q20 Change
		3Q20			2Q20			3Q19			2Q20						3Q19
											$/bps			%			$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,791		$	1,750		$	1,638		$	41			2.36	%	$	153			9.29	%
Less: Noninterest expense (GAAP)	C		988			979			973			9			1.02			15			1.52

Operating leverage															1.34	%					7.77	%

Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,791		$	1,750		$	1,638		$	41			2.36	%	$	153			9.29	%
Less: Noninterest expense, Underlying (non-GAAP)	D		957			960			954			(3	)		(0.28	)		3			0.32

Operating leverage, Underlying (non-GAAP)															2.64	%					8.97	%

Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		55.18	%		55.91	%		59.40	%		(73	) bps					(422	) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		53.44			54.85			58.22			(141	) bps					(478	) bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E		16.10	%		17.69	%		20.46	%		(159	) bps					(436	) bps
Effective income tax rate, Underlying (non-GAAP)	H/F		16.79			19.36			22.29			(257	) bps					(550	) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$	20,534		$	20,446		$	20,533		$	88			—	%	$	1			—	%
Return on average common equity	K/M		5.60	%		4.44	%		8.35	%		116	bps					(275	) bps
Return on average common equity, Underlying (non-GAAP)	L/M		6.05			4.63			8.45			142	bps					(240	) bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$	20,534		$	20,446		$	20,533		$	88			—	%	$	1			—	%
Less: Average goodwill (GAAP)			7,050			7,050			7,044			—			—			6			—
Less: Average other intangibles (GAAP)			62			65			73			(3	)		(5	)		(11	)		(15	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			375			372			—			—			3			1

Average tangible common equity	N	$	13,797		$	13,706		$	13,788		$	91			1	%	$	9			—	%

Return on average tangible common equity	K/N		8.33	%		6.62	%		12.44	%		171	bps					(411	) bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N		9.00			6.90			12.58			210	bps					(358	) bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$	177,675		$	179,793		$	162,110		($	2,118	)		(1	%)	$	15,565			10	%
Return on average total assets	I/O		0.70	%		0.57	%		1.10	%		13	bps					(40	) bps
Return on average total assets, Underlying (non-GAAP)	J/O		0.76			0.59			1.11			17	bps					(35	) bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$	177,675		$	179,793		$	162,110		($	2,118	)		(1	%)	$	15,565			10	%
Less: Average goodwill (GAAP)			7,050			7,050			7,044			—			—			6			—
Less: Average other intangibles (GAAP)			62			65			73			(3	)		(5	)		(11	)		(15	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			375			372			—			—			3			1

Average tangible assets	Q	$	170,938		$	173,053		$	155,365		($	2,115	)		(1	%)	$	15,573			10	%

Return on average total tangible assets	I/Q		0.73	%		0.59	%		1.15	%		14	bps					(42	) bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q		0.79			0.61			1.16			18	bps					(37	) bps

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


		QUARTERLY TRENDS
								3Q20 Change
		3Q20		2Q20		3Q19		2Q20						3Q19
								$/bps			%			$/bps			%
Tangible book value per common share:
Common shares—at period-end (GAAP)	R		427,073,084		426,824,594		443,913,525		248,490			—	%		(16,840,441	)		(4	%)
Common stockholders’ equity (GAAP)			$20,504		$20,453		$20,718		$51			—			($214	)		(1	)
Less: Goodwill (GAAP)			7,050		7,050		7,044		—			—			6			—
Less: Other intangible assets (GAAP)			60		63		71		(3	)		(5	)		(11	)		(15	)
Add: Deferred tax liabilities related to goodwill (GAAP)			377		376		373		1			—			4			1

Tangible common equity	S		$13,771		$13,716		$13,976		$55			—	%		($205	)		(1	%)

Tangible book value per common share	S/R		$32.24		$32.13		$31.48		$0.11			—	%		$0.76			2	%
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		426,846,096		426,613,053		445,703,987		233,043			—	%		(18,857,891	)		(4	%)
Average common shares outstanding - diluted (GAAP)	U		427,992,349		427,566,920		447,134,595		425,429			—			(19,142,246	)		(4	)
Net income per average common share - basic (GAAP)	K/T		$0.68		$0.53		$0.97		$0.15			28			($0.29	)		(30	)
Net income per average common share - diluted (GAAP)	K/U		0.68		0.53		0.97		0.15			28			(0.29	)		(30	)
Net income per average common share - basic, Underlying (non-GAAP)	L/T		0.73		0.55		0.98		0.18			33			(0.25	)		(26	)
Net income per average common share - diluted, Underlying (non-GAAP)	L/U		0.73		0.55		0.98		0.18			33			(0.25	)		(26	)

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


	QUARTERLY TRENDS
							3Q20 Change
	3Q20		2Q20		3Q19		2Q20						3Q19
							$/bps			%			$/bps		%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)		$524		$513		$508		$11			2	%		$16		3	%
Less: Notable items		13		4		5		9			225			8		160

Salaries and employee benefits, Underlying (non-GAAP)		$511		$509		$503		$2			—	%		$8		2	%

Equipment and software expense, Underlying:
Equipment and software expense (GAAP)		$149		$142		$130		$7			5	%		$19		15	%
Less: Notable items		1		—		—		1			100			1		100

Equipment and software expense, Underlying (non-GAAP)		$148		$142		$130		$6			4	%		$18		14	%

Outside services, Underlying:
Outside services (GAAP)		$139		$131		$128		$8			6	%		$11		9	%
Less: Notable items		16		12		14		4			33			2		14

Outside services, Underlying (non-GAAP)		$123		$119		$114		$4			3	%		$9		8	%

Occupancy, Underlying:
Occupancy (GAAP)		$81		$82		$80		($1	)		(1	%)		$1		1	%
Less: Notable items		1		3		—		(2	)		(67	)		1		100

Occupancy, Underlying (non-GAAP)		$80		$79		$80		$1			1	%		$—		—	%

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
											3Q20 Change
		3Q20			2Q20			3Q19			2Q20						3Q19
											$/bps			%			$/bps			%
Total loans, excluding the impact of PPP loans:
Total loans (GAAP)	A		$124,071			$125,713			$117,880			($1,642	)		(1	%)		$6,191			5	%
Less: PPP loans			4,653			4,679			—			(26	)		(1	)		4,653			100

Total loans, excluding the impact of PPP loans (non-GAAP)	B		$119,418			$121,034			$117,880			($1,616	)		(1	%)		$1,538			1	%

Total deposits (GAAP)	C		$142,921			$143,618			$124,714			($697	)		—	%		$18,207			15	%
Allowance for credit losses (GAAP)	D		$2,736			$2,527			$1,308			$209			8	%		$1,428			109	%
Average loans, excluding the impact of PPP loans:
Average loans (GAAP)	E		$124,912			$128,755			$117,257			($3,843	)		(3	%)		$7,655			7	%
Less: PPP loans			4,709			3,407			—			1,302			38			4,709			100

Average loans, excluding the impact of PPP loans (non-GAAP)	F		$120,203			$125,348			$117,257			($5,145	)		(4	%)		$2,946			3	%

Average deposits (GAAP)	G		$141,367			$141,597			$123,921			($230	)		—	%		$17,446			14	%
Ratios:
Allowance for credit losses to total loans (GAAP)	D/A		2.21	%		2.01	%		1.11	%		20	bps					110	bps
Allowance for credit losses to total loans, excluding the impact of PPP loans (non-GAAP)	D/B		2.29	%		2.09	%		1.11	%		20	bps					118	bps
Loans-to-deposits ratio (period-end balances) (GAAP)	A/C		86.81	%		87.53	%		94.52	%		(72	) bps					(771	) bps
Loans-to-deposits ratio (period-end balances), excluding the impact of PPP loans (non-GAAP)	B/C		83.56	%		84.27	%		94.52	%		(71	) bps					(1,096	) bps
Loans-to-deposits ratio (average balances) (GAAP)	E/G		88.36	%		90.93	%		94.62	%		(257	) bps					(626	) bps
Loans-to-deposits ratio (average balances), excluding the impact of PPP loans (non-GAAP)	F/G		85.03	%		88.53	%		94.62	%		(350	) bps					(959	) bps

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations - Excluding the impact of PPP loans, COVID-19 Commercial line draws and loan sale activity

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


			For the Twelve Months Ended September 30, 2020
			For the Twelve Months Ended September 30, 2020												3Q20 Change
	3Q20 (GAAP)		2020 Loan Sales		COVID-19 Commercial Line Draws			SBA PPP Loans			Normalized 3Q20 (non-GAAP)		3Q19 (GAAP)		3Q19 (GAAP)					Normalized 3Q19 (non-GAAP)
															$		%			$		%
Average loans, excluding the impact of PPP loans, COVID-19 Commercial Line Draws, & loan sale activity	$	124,912	$	2,558	$	(416	)	$	(4,709	)	$	122,345	$	117,257	$	7,655		7	%	$	5,088		4	%

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.

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 June 30, 2020.

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

CFG-IR

Exhibit 99.2 3Q20 Financial Results October 16, 2020Exhibit 99.2 3Q20 Financial Results October 16, 2020

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 June 30, 2020. 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 Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP. 2Forward-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 June 30, 2020. 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 Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP. 2

3Q20 GAAP financial summary Q/Q Y/Y $s in millions 3Q20 2Q20 3Q19 $/bps % $/bps % Net interest income $ 1,137 $ 1,160 $ 1,145 $ (23) (2)% $ (8) (1)% Noninterest income 654 590 493 64 11 161 33 Total revenue 1,791 1,750 1,638 41 2 153 9 Noninterest expense 988 979 973 9 1 15 2 Pre‐provision profit 803 771 665 32 4 138 21 Provision for credit losses 428 464 101 (36) (8) 327 NM Income before income tax expense 375 307 564 68 22 (189) (34) Income tax expense 61 54 115 7 13 (54) (47) Net income $ 314 $ 253 $ 449 $ 61 24 % $ (135) (30)% Preferred dividends 25 28 17 (3) (11) 8 47 Net income available to common stockholders $ 289 $ 225 $ 432 $ 64 28 % $ (143) (33)% $s in billions Average interest‐earning assets $ 160.2 $ 162.4 $ 146.5 $ (2.2) (1) % $ 13.7 9 % Average deposits $ 141.4 $ 141.6 $ 123.9 $ (0.2) — % $ 17.4 14 % Performance metrics (1) Net interest margin 2.82 % 2.87 % 3.10 % (5) bps (28) bps (1) 2.83 2.88 3.12 (5) (29) Net interest margin, FTE (2) Loan‐to‐deposit ratio (period‐end) 86.8 87.5 94.5 (72) (771) ROACE 5.6 4.4 8.4 116 (275) ROTCE 8.3 6.6 12.4 171 (411) ROA 0.7 0.6 1.1 13 (40) ROTA 0.7 0.6 1.1 14 (42) Efficiency ratio 55.2 55.9 59.4 (73) (422) Noninterest income as a % of 37 % 34 % 30 % 300 bps 700 bps total revenue (3) FTEs 17,930 18 ,312 18,116 ( 382) (2) % (186) (1) % Operating leverage 1.3 % 7.8 % Per common share Diluted earnings $ 0.68 $ 0 .53 $ 0 .97 $ 0.15 28 % $ (0.29) (30) % Tangible book value $ 32.24 $ 32.13 $ 31.48 $ 0.11 — % $ 0.76 2 % Average diluted shares outstanding (in millions) 428.0 427.6 447.1 0.4 — % (19.1) (4) % 3 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.3Q20 GAAP financial summary Q/Q Y/Y $s in millions 3Q20 2Q20 3Q19 $/bps % $/bps % Net interest income $ 1,137 $ 1,160 $ 1,145 $ (23) (2)% $ (8) (1)% Noninterest income 654 590 493 64 11 161 33 Total revenue 1,791 1,750 1,638 41 2 153 9 Noninterest expense 988 979 973 9 1 15 2 Pre‐provision profit 803 771 665 32 4 138 21 Provision for credit losses 428 464 101 (36) (8) 327 NM Income before income tax expense 375 307 564 68 22 (189) (34) Income tax expense 61 54 115 7 13 (54) (47) Net income $ 314 $ 253 $ 449 $ 61 24 % $ (135) (30)% Preferred dividends 25 28 17 (3) (11) 8 47 Net income available to common stockholders $ 289 $ 225 $ 432 $ 64 28 % $ (143) (33)% $s in billions Average interest‐earning assets $ 160.2 $ 162.4 $ 146.5 $ (2.2) (1) % $ 13.7 9 % Average deposits $ 141.4 $ 141.6 $ 123.9 $ (0.2) — % $ 17.4 14 % Performance metrics (1) Net interest margin 2.82 % 2.87 % 3.10 % (5) bps (28) bps (1) 2.83 2.88 3.12 (5) (29) Net interest margin, FTE (2) Loan‐to‐deposit ratio (period‐end) 86.8 87.5 94.5 (72) (771) ROACE 5.6 4.4 8.4 116 (275) ROTCE 8.3 6.6 12.4 171 (411) ROA 0.7 0.6 1.1 13 (40) ROTA 0.7 0.6 1.1 14 (42) Efficiency ratio 55.2 55.9 59.4 (73) (422) Noninterest income as a % of 37 % 34 % 30 % 300 bps 700 bps total revenue (3) FTEs 17,930 18 ,312 18,116 ( 382) (2) % (186) (1) % Operating leverage 1.3 % 7.8 % Per common share Diluted earnings $ 0.68 $ 0 .53 $ 0 .97 $ 0.15 28 % $ (0.29) (30) % Tangible book value $ 32.24 $ 32.13 $ 31.48 $ 0.11 — % $ 0.76 2 % Average diluted shares outstanding (in millions) 428.0 427.6 447.1 0.4 — % (19.1) (4) % 3 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.

(1) 3Q20 Underlying financial summary Underlying, as applicable Q/Q Y/Y $s in millions 3Q20 2Q20 3Q19 %/bps Net interest income $1 1,137$1,160$(,145 2) % (1) % Noninterest income 654 590 493 11 33 1 1,791 1,750 ,638 2 9 Total revenue Noninterest expense 957 960 954 — — Pre‐provision profit 834 790 684 6 22 428 464 101 Provision for credit losses (8) NM Net income available to $ 313 $ 235 $ 436 33 % (28) % common stockholders Performance metrics Noninterest income as a % 37 % 34 % 30 % 300 bps 700 bps of total revenue Efficiency ratio 53.4 54.9 58.2 (141) (478) ROTCE 9.0 % 6.9 % 12.6 % 210 bps (358) bps Diluted EPS $ 0.73 $ 0.55 $ 0 .98 33 % % (26) Tangible book value $ 32.24 $ 32.13 $ 31.48 ‐ % 2 % See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25. 4 See page 3 for reported results.(1) 3Q20 Underlying financial summary Underlying, as applicable Q/Q Y/Y $s in millions 3Q20 2Q20 3Q19 %/bps Net interest income $1 1,137$1,160$(,145 2) % (1) % Noninterest income 654 590 493 11 33 1 1,791 1,750 ,638 2 9 Total revenue Noninterest expense 957 960 954 — — Pre‐provision profit 834 790 684 6 22 428 464 101 Provision for credit losses (8) NM Net income available to $ 313 $ 235 $ 436 33 % (28) % common stockholders Performance metrics Noninterest income as a % 37 % 34 % 30 % 300 bps 700 bps of total revenue Efficiency ratio 53.4 54.9 58.2 (141) (478) ROTCE 9.0 % 6.9 % 12.6 % 210 bps (358) bps Diluted EPS $ 0.73 $ 0.55 $ 0 .98 33 % % (26) Tangible book value $ 32.24 $ 32.13 $ 31.48 ‐ % 2 % See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25. 4 See page 3 for reported results.

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Executive summary Solid performance notwithstanding COVID-19 disruption Underlying net income available to common of $313 million; EPS of $0.73(1) compares with $0.98 in third quarter 2019 and $0.55 in second quarter 2020 Record revenue of $1.8 billion, up 9% YoY and up 2.4% QoQ, demonstrating our diversification and resilience NII down 1% YoY given challenging rate environment, partly offset by earning-asset growth of 9% and lower funding costs; down 2% QoQ NIM of 2.83% down 29 bps YoY; down 5 bps QoQ with interest-bearing deposit costs down 13 bps Record noninterest income up 33% YoY; up 11% QoQ Record mortgage banking fees and strength in capital markets despite COVID-19 disruption Underlying efficiency ratio of 53.4%(1) compares with 58.2% in 3Q19 and 54.9% in 2Q20; Underlying positive operating leverage of 9.0% YoY and 2.6% QoQ Provision expense of $428 million includes $209 million reserve build largely in [commercial real estate and certain commercial sectors] Underlying ROTCE of 9.0%(1) compares with 12.6% in 3Q19 and 6.9% in 2Q20; TBV/share of $32 up 2% YoY and up slightly QoQ Consumer Banking – 7% loan growth(2) YoY, up 6% before PPP loans and loan sales. Strong deposit growth up 10% YoY and 3% QoQ, with DDA up 38% YoY and 9% QoQ; continued strength in mortgage banking and wealth Commercial Banking – Loan growth(2) of 7% YoY, or 3.4% excluding PPP loans and line draw repayments, driven by geographic, product and client-focused expansion strategies; deposit growth of 31% YoY reflecting strong deposit flows given government stimulus and clients building liquidity TOP 6 progressing well with target of ~$300-$325 million pre-tax run-rate benefit by YE 2021 Launching transformation initiatives to upscale program—further enhancing front-end digital capabilities to create frictionless customer experiences and accelerating end-to-end (“E2E”) digitization in Consumer and Commercial Continuing to fund major strategic initiatives: Consumer national expansion; broadening merchant finance; widening Commercial coverage, and enhancing advisory capabilities Continued progress on strategic growth and efficiency initiatives Allowance to loans of 2.21%, or 2.29%(1) excluding PPP loans. Reserve build during 3Q20 of $209 million impacted EPS by $0.40 and ROTCE by 5 percentage points Expect 4Q20 charge-offs to be stable with 3Q20; 4Q20 provision expected to be lower than charge-offs Consumer credit trends remain favorable; commercial issues reside in segments most affected by COVID-19/lockdowns Nonaccrual loans to loans ratio of 1.03% compares with 0.79% in 2Q20 and 0.63% in 3Q19; coverage ratio of 214% compares with 255% in 2Q20 and 177% in 3Q19 Strong capital levels with a CET1 ratio of 9.8%(3) Period-end LDR ratio 86.8%, or 83.6% excluding PPP loans(1), vs. 94.5% a year ago Total available liquidity of ~$70 billion at September 30, 2020 Prudently managing credit Strong capital, liquidity and funding

Net interest income Disciplined deposit pricing and improved funding mix help moderate margin pressure NII and NIM Highlights $s in millions, except earning assets Linked Quarter $162.4B $160.2B $150.9B $148.9B $146.5B n NII down 2% ─ Reflects impact of lower rates and 1% decrease in interest-earning assets, driven by commercial line draw $1,160 $1,160 $1,145 $1,143 $1,137 repayments, partly offset by improvements in funding 3.12% 3.10% mix and disciplined deposit pricing actions 3.06% 2.88% 2.83% n NIM of 2.83%, down 5 bps ─ Reflects impact of lower rates, higher cash balances and day count, partly offset by disciplined deposit 3Q19 4Q19 1Q20 2Q20 3Q20 pricing actions and improved funding mix Average interest-earning assets Net interest income─ Interest-bearing deposit costs down 13 bps Net interest margin, FTE Year-Over-Year n NII down 1% 3Q20 vs. NIM key drivers ─ 9% growth in interest-earning assets was offset by lower 3Q19 2Q20 NIM, reflecting the lower rate and challenging yield Beginning NIM 3.12 % 2.88 % curve environment Loan yields (0.82) (0.11) n NIM of 2.83%, down 29 bps Investment portfolio (0.16) (0.04) ─ Impact of lower rates, higher cash balances given strong Deposit costs 0.61 0.10 deposit flows and the addition of lower-yielding PPP Borrowing costs 0.09 0.01 loans in 2Q20 Other (0.01) (0.01) ─ Partly offset by lower funding costs and improved Ending NIM 2.83 % 2.83 % funding mix ─ Interest-bearing deposit costs down 89 bps 6Net interest income Disciplined deposit pricing and improved funding mix help moderate margin pressure NII and NIM Highlights $s in millions, except earning assets Linked Quarter $162.4B $160.2B $150.9B $148.9B $146.5B n NII down 2% ─ Reflects impact of lower rates and 1% decrease in interest-earning assets, driven by commercial line draw $1,160 $1,160 $1,145 $1,143 $1,137 repayments, partly offset by improvements in funding 3.12% 3.10% mix and disciplined deposit pricing actions 3.06% 2.88% 2.83% n NIM of 2.83%, down 5 bps ─ Reflects impact of lower rates, higher cash balances and day count, partly offset by disciplined deposit 3Q19 4Q19 1Q20 2Q20 3Q20 pricing actions and improved funding mix Average interest-earning assets Net interest income─ Interest-bearing deposit costs down 13 bps Net interest margin, FTE Year-Over-Year n NII down 1% 3Q20 vs. NIM key drivers ─ 9% growth in interest-earning assets was offset by lower 3Q19 2Q20 NIM, reflecting the lower rate and challenging yield Beginning NIM 3.12 % 2.88 % curve environment Loan yields (0.82) (0.11) n NIM of 2.83%, down 29 bps Investment portfolio (0.16) (0.04) ─ Impact of lower rates, higher cash balances given strong Deposit costs 0.61 0.10 deposit flows and the addition of lower-yielding PPP Borrowing costs 0.09 0.01 loans in 2Q20 Other (0.01) (0.01) ─ Partly offset by lower funding costs and improved Ending NIM 2.83 % 2.83 % funding mix ─ Interest-bearing deposit costs down 89 bps 6

Noninterest income Record revenue with noninterest income up 33% YoY, paced by record results in Mortgage and strength in Capital Markets $ Highlights $s in millions 3Q20 2Q20 3Q19 Q/Q Y/Y Linked Quarter $ 97$ 128 84$1 $3 $ (31) Service charges and fees 287 276 117 170 11 Mortgage banking fees n Record noninterest income, up 11% 57 48 67 9 (10) Card fees 58 61 39 (3) 19 Capital markets fees ─ Record mortgage banking fees, up 4%, with continued 53 45 50 8 3 Trust and investment services strength in origination volumes and gain-on-sale 27 34 35 (7) (8) FX and interest rate products margins 37 31 34 6 3 Letter of credit and loan fees 1 3 3 (2) (2)─ Trust and investment services fees up 18%, reflecting Securities gains, net 37 8 20 17 29 Other income higher transaction volumes and managed Noninterest income $ 59 654$ 493 0$ 64$ 161 $ money balances ─ Service charges and fees and card fees improved, reflecting some recovery from COVID-19 impacts Year-Over-Year Noninterest income $s in millions n Noninterest income, up 33% $654 ─ Record mortgage banking fees up 145% driven by $590 higher originations and gain-on-sale margins $497 ─ Capital market fees up 49% given higher advisory fees $493 $494 ─ Trust and investment services up 6% on improved transaction volumes and higher managed money balances ─ Other income includes gain on sale of education loans 3Q19 4Q19 1Q20 2Q20 3Q20 Strong performance reflects investments in capabilities, diversification 7Noninterest income Record revenue with noninterest income up 33% YoY, paced by record results in Mortgage and strength in Capital Markets $ Highlights $s in millions 3Q20 2Q20 3Q19 Q/Q Y/Y Linked Quarter $ 97$ 128 84$1 $3 $ (31) Service charges and fees 287 276 117 170 11 Mortgage banking fees n Record noninterest income, up 11% 57 48 67 9 (10) Card fees 58 61 39 (3) 19 Capital markets fees ─ Record mortgage banking fees, up 4%, with continued 53 45 50 8 3 Trust and investment services strength in origination volumes and gain-on-sale 27 34 35 (7) (8) FX and interest rate products margins 37 31 34 6 3 Letter of credit and loan fees 1 3 3 (2) (2)─ Trust and investment services fees up 18%, reflecting Securities gains, net 37 8 20 17 29 Other income higher transaction volumes and managed Noninterest income $ 59 654$ 493 0$ 64$ 161 $ money balances ─ Service charges and fees and card fees improved, reflecting some recovery from COVID-19 impacts Year-Over-Year Noninterest income $s in millions n Noninterest income, up 33% $654 ─ Record mortgage banking fees up 145% driven by $590 higher originations and gain-on-sale margins $497 ─ Capital market fees up 49% given higher advisory fees $493 $494 ─ Trust and investment services up 6% on improved transaction volumes and higher managed money balances ─ Other income includes gain on sale of education loans 3Q19 4Q19 1Q20 2Q20 3Q20 Strong performance reflects investments in capabilities, diversification 7

Mortgage banking fees Record mortgage banking fees continue counterbalancing market rate impacts on NII; significant refi opportunity for the industry expected to continue well into 2021 Mortgage banking fee growth Highlights Highlights $s in millions n Mortgage banking business built out over last couple of years through both organic growth, e.g., increase in retail $287 $276 loan officers and data-driven marketing, and acquisition of Franklin American Mortgage Company n 2020 is the largest mortgage originations year in U.S. $117 history; expected to be followed by another >$3T record year in 2021 at today’s rates ─ Estimate that 60-75% of U.S. mortgages are eligible for refinance with meaningful savings, i.e., >50 bps rate 3Q19 2Q20 3Q20 savings Production revenue Servicing revenue net of MSR impact n Focused on innovation of customer experience through digital with >60% of all retail applications now completed through the digital app Mortgage origination n Expect market share gains in our diversified channels of retail, correspondent and wholesale, even as rates rise $s in billions 1Q20 3Q19 4Q19 2Q20 3Q20 and refinances begin to fade Retail $ 2 .8 $ 3.2 $ 2.5 $ 3.9 $ 4.3 n Business provides for meaningful acquisition and Third Party 5.1 5.8 4.8 7.4 6.8 deepening of customer relationships (1) $ 7.9 $ 8 .9 $ 7.3 $ 11.3 $ 11.1 Total n Servicing book, excluding portfolio loans, of $81 billion in Gain on sale 1.40% 0.98% 2.36% 3.09% 3.04% 3Q20 and >500,000 customers, up 8% YoY, providing of secondary originations additional fee growth in future quarters Well positioned to capitalize on current demand, grow share and perform well in future periods even as rates rise 8 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.Mortgage banking fees Record mortgage banking fees continue counterbalancing market rate impacts on NII; significant refi opportunity for the industry expected to continue well into 2021 Mortgage banking fee growth Highlights Highlights $s in millions n Mortgage banking business built out over last couple of years through both organic growth, e.g., increase in retail $287 $276 loan officers and data-driven marketing, and acquisition of Franklin American Mortgage Company n 2020 is the largest mortgage originations year in U.S. $117 history; expected to be followed by another >$3T record year in 2021 at today’s rates ─ Estimate that 60-75% of U.S. mortgages are eligible for refinance with meaningful savings, i.e., >50 bps rate 3Q19 2Q20 3Q20 savings Production revenue Servicing revenue net of MSR impact n Focused on innovation of customer experience through digital with >60% of all retail applications now completed through the digital app Mortgage origination n Expect market share gains in our diversified channels of retail, correspondent and wholesale, even as rates rise $s in billions 1Q20 3Q19 4Q19 2Q20 3Q20 and refinances begin to fade Retail $ 2 .8 $ 3.2 $ 2.5 $ 3.9 $ 4.3 n Business provides for meaningful acquisition and Third Party 5.1 5.8 4.8 7.4 6.8 deepening of customer relationships (1) $ 7.9 $ 8 .9 $ 7.3 $ 11.3 $ 11.1 Total n Servicing book, excluding portfolio loans, of $81 billion in Gain on sale 1.40% 0.98% 2.36% 3.09% 3.04% 3Q20 and >500,000 customers, up 8% YoY, providing of secondary originations additional fee growth in future quarters Well positioned to capitalize on current demand, grow share and perform well in future periods even as rates rise 8 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.

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Noninterest expense(1) Continued expense discipline contributes to Underlying positive operating leverage of 9.0% YoY and 2.6% QoQ(1) Linked Quarter Underlying noninterest expense(1) down slightly Salaries and employee benefits broadly stable Other operating expenses decreased given lower FDIC expense and lower fraud-related costs Underlying noninterest expense(1) up slightly Year-Over-Year Salaries and employee benefits up 2% reflecting strong mortgage banking originations Equipment and software expense up 14% given continued investments in technology Outside services expense up 8% largely tied to growth initiatives Other operating expense declined given lower travel and advertising costs. 3Q19 included $10 million related to a lease restructuring

Average loans and leases Core loans up 7% YoY with commercial up 12% and retail up 2%; down 3% QoQ (1) Average core loans and leases Highlights $s in billions $127.7 Linked Quarter $123.9 $120.0 $117.7 $116.0 n Core loans down $3.8 billion, or 3%; up very slightly ex. PPP, commercial line draws and loan sale activity $67.0 $63.4 $59.1 $57.1 $56.4 ─ Commercial down $3.6 billion, or 5%, reflecting commercial line draw repayments, partly offset by increase in average PPP loans $60.6 $60.9 $60.8 $60.5 $59.5 ─ Retail broadly stable with increase in mortgage, offset by declines in other categories and loan sale activity 3Q19 4Q19 1Q20 2Q20 3Q20 Total core retail loans Total core commercial loans and leasesn Period-end loans down $1.6 billion, or 1%, with $2.6 billion decrease in commercial, partly offset by $926 million increase in retail with growth in mortgage and education Year-Over-Year Average Loan Yields n Core loans up $7.9 billion, or 7%; up 5% ex. PPP, 3Q19 4Q19 1Q20 2Q20 3Q20 commercial line draws and loan sale activity %% %%% Core commercial loans & leases 4.25% 3.99% 3.83% 3.14% 3.04%─ Commercial up $7.0 billion, or 12%, reflecting Core retail loans 4.85% 4.69% 4.72% 4.28% 4.06% $4.7 billion of PPP loans and growth in CRE Total core loans 4.56% 4.35% 4.28% 3.68% 3.54% ─ Retail up $1.0 billion, or 2%, with growth in education Loans held for sale 3.88% 3.49% 3.57% 3.28% 3.45% and merchant finance, partly offset by lower Total core loans & LHFS 4.55% 4.33% 4.27% 3.67% 3.53% home equity Total non-core loansn Period-end loan growth of $6.2 billion, or 5%, with 5.20% 5.09% 5.37% 4.82% 4.34% (2) commercial up 10%, including PPP loans and growth in Total average loans & LHFS 4.55% 4.34% 4.28% 3.68% 3.54% CRE, and retail up 1% 10 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.Average loans and leases Core loans up 7% YoY with commercial up 12% and retail up 2%; down 3% QoQ (1) Average core loans and leases Highlights $s in billions $127.7 Linked Quarter $123.9 $120.0 $117.7 $116.0 n Core loans down $3.8 billion, or 3%; up very slightly ex. PPP, commercial line draws and loan sale activity $67.0 $63.4 $59.1 $57.1 $56.4 ─ Commercial down $3.6 billion, or 5%, reflecting commercial line draw repayments, partly offset by increase in average PPP loans $60.6 $60.9 $60.8 $60.5 $59.5 ─ Retail broadly stable with increase in mortgage, offset by declines in other categories and loan sale activity 3Q19 4Q19 1Q20 2Q20 3Q20 Total core retail loans Total core commercial loans and leasesn Period-end loans down $1.6 billion, or 1%, with $2.6 billion decrease in commercial, partly offset by $926 million increase in retail with growth in mortgage and education Year-Over-Year Average Loan Yields n Core loans up $7.9 billion, or 7%; up 5% ex. PPP, 3Q19 4Q19 1Q20 2Q20 3Q20 commercial line draws and loan sale activity %% %%% Core commercial loans & leases 4.25% 3.99% 3.83% 3.14% 3.04%─ Commercial up $7.0 billion, or 12%, reflecting Core retail loans 4.85% 4.69% 4.72% 4.28% 4.06% $4.7 billion of PPP loans and growth in CRE Total core loans 4.56% 4.35% 4.28% 3.68% 3.54% ─ Retail up $1.0 billion, or 2%, with growth in education Loans held for sale 3.88% 3.49% 3.57% 3.28% 3.45% and merchant finance, partly offset by lower Total core loans & LHFS 4.55% 4.33% 4.27% 3.67% 3.53% home equity Total non-core loansn Period-end loan growth of $6.2 billion, or 5%, with 5.20% 5.09% 5.37% 4.82% 4.34% (2) commercial up 10%, including PPP loans and growth in Total average loans & LHFS 4.55% 4.34% 4.28% 3.68% 3.54% CRE, and retail up 1% 10 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.

Average funding and cost of funds Average deposits up 14% YoY and broadly stable QoQ with improved mix and deposit pricing actions contributing to driving total cost of funds down 76 bps YoY and 12 bps QoQ (1) Growing lower-cost deposits Highlights $s in billions $84 Linked Quarter $80 $68 $67 n Average deposits broadly stable with growth in demand $66 deposits, checking with interest and in savings, offset by a 1.24% decrease in term deposits 1.09% 0.94% n Period-end deposits broadly stable with growth in money 0.48% 0.35% 0.95% market accounts, demand deposits and savings more than 0.83% 0.72% offset by a decrease in term deposits DDA DDA 0.35% 0.25% 48% 44% ® ─ Citizens Access deposits of $6.2 billion, down 4%, with stable savings and lower term deposits 3Q19 4Q19 1Q20 2Q20 3Q20 n Total deposit costs down 10 bps, reflecting proactive pricing Demand deposits Lower-cost deposits discipline; interest-bearing deposits costs down 13 bps Total deposit costs Interest-bearing deposit cost n Total cost of funds down 12 bps Year-Over-Year Borrowed funds $s in billions n Average deposits up $17.4 billion, or 14%, with growth in demand deposits, money market accounts, savings and checking with interest, partly offset by a decrease in term 3Q20 $9.4 $9.2 deposits n Total deposit costs down 70 bps, reflecting the impact of 2Q20 $12.0 $11.8 lower rates and favorable shift in deposit mix; interest- bearing deposit costs down 89 bps 3Q19 $12.7 $12.1 n Period-end deposit growth of $18.2 billion, or 15%, with government stimulus benefiting consumers and small businesses and clients building liquidity LT borrowed funds ST borrowed funds n Total cost of funds down 76 bps 11 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.Average funding and cost of funds Average deposits up 14% YoY and broadly stable QoQ with improved mix and deposit pricing actions contributing to driving total cost of funds down 76 bps YoY and 12 bps QoQ (1) Growing lower-cost deposits Highlights $s in billions $84 Linked Quarter $80 $68 $67 n Average deposits broadly stable with growth in demand $66 deposits, checking with interest and in savings, offset by a 1.24% decrease in term deposits 1.09% 0.94% n Period-end deposits broadly stable with growth in money 0.48% 0.35% 0.95% market accounts, demand deposits and savings more than 0.83% 0.72% offset by a decrease in term deposits DDA DDA 0.35% 0.25% 48% 44% ® ─ Citizens Access deposits of $6.2 billion, down 4%, with stable savings and lower term deposits 3Q19 4Q19 1Q20 2Q20 3Q20 n Total deposit costs down 10 bps, reflecting proactive pricing Demand deposits Lower-cost deposits discipline; interest-bearing deposits costs down 13 bps Total deposit costs Interest-bearing deposit cost n Total cost of funds down 12 bps Year-Over-Year Borrowed funds $s in billions n Average deposits up $17.4 billion, or 14%, with growth in demand deposits, money market accounts, savings and checking with interest, partly offset by a decrease in term 3Q20 $9.4 $9.2 deposits n Total deposit costs down 70 bps, reflecting the impact of 2Q20 $12.0 $11.8 lower rates and favorable shift in deposit mix; interest- bearing deposit costs down 89 bps 3Q19 $12.7 $12.1 n Period-end deposit growth of $18.2 billion, or 15%, with government stimulus benefiting consumers and small businesses and clients building liquidity LT borrowed funds ST borrowed funds n Total cost of funds down 76 bps 11 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.

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CECL provision reflects impact from COVID-19 disruption CECL methodology & key variables Utilized a macroeconomic scenario that generally reflects GDP growth of 4.5% over 2021, returning to 4Q19 real GDP levels by 1Q22. Regarding the unemployment rate, 4Q20 was projected to be approximately 9—9.5%, falling to 7—7.5% by 4Q21 This scenario is slightly less severe than that used in 2Q20 Management also supplemented the reserve this quarter by developing management overlays to certain commercial sectors particularly affected by the pandemic and related lockdowns, as well as to certain consumer product portfolios While the recovery path is clearer than at Q2 close, significant future uncertainty still exists, e.g., stimulus, vaccine timing Real GDP Unemployment rate Other key variables, e.g., collateral prices Management overlays for economy [economic inputs] and portfolio segments [industry sectors and consumer products] Macro-economic forecast(1) Key variables Highlights 3Q20 provision expense of $428 million, including a reserve build of $209 million This compares with a provision expense of $464 million in 2Q20, which included a $317 million reserve build ACL/loan ratio increased 20 bps to 2.21%; ACL/loan ratio excluding PPP loans increased 20 bps to 2.29%(2). See appendix slide 22 for the allocation of allowance by product type While the macroeconomic forecast was slightly improved relative to Q2 forecast, we used management overlays/qualitative factors to build reserves, focusing on expected performance trends in commercial sector portfolios most impacted by COVID-19/lockdowns (CRE, largely retail, and casual dining), as well as in selected consumer products (card and residential mortgage) We feel we are well reserved at this point for extended stress in these sectors Notwithstanding sizable reserve build, CET1 ratio improved 20 bps to 9.8% given robust PPNR growth and no share repurchases

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Forbearance update Highlights Working proactively with Commercial Banking customers seeking flexibility on loan terms and conditions Commercial deferrals trending down from 5.2% at June 30, 2020 to 1.4% at September 30, 2020 and 1.2% at October 13, 2020 Fewer C&I clients seeking second deferral after benefitting from stimulus and re-openings Broadly stable early-stage consumer delinquency trends for loans not in forbearance Consumer forbearance trending down from 6.0% at June 30, 2020 to 3.9% at September 30, 2020 and 3.4% at October 13, 2020] [~95% of borrowers leaving forbearance are current] [Business banking decreased from 8.1% at September 30, 2020 to [5.5% at October 13, 2020] and is expected to decrease to ~1.0% by October 31, 2020] [*Using a methodology which assumes forbearance ends after customers’ first scheduled forbearance payment. Under an alternative method where forbearance ends immediately after the last deferred payment, the forbearance rate would be [2.1]%]

(1) Credit quality Nonaccrual loans Highlights $s in millions n Nonaccrual loans increased $287 million QoQ given a $254 $1,277 million increase in commercial, largely driven by two credits $990 to mall REITs $780 $737 $703 n NCOs increased $72 million QoQ and $106 million YoY 1.03% 0.79% reflecting increases in commercial, partly offset by decreases 0.63% 0.61% 0.59% in retail given the impact of forbearance. Commercial driven by one credit to a mall REIT and one in metals and mining 3Q19 4Q19 1Q20 2Q20 3Q20 n 3Q20 provision of $428 million includes a net reserve build of $209 million, primarily driven by commercial Nonaccrual loans Nonaccrual loans to total loans (3) n 3Q20 ACL ratio of 2.21%, or 2.29% ex. PPP loans, compares with 2.01% in 2Q20, or 2.09% ex. PPP loans and 1.11% in 3Q19 n ACL to nonaccrual loans and leases ratio of 214% compares with 255% as of 2Q20 and 177% as 3Q19 Provision for credit losses, net charge-offs Allowance for credit losses $s in millions $s in millions $600 $2,736 $2,527 $464 0.70% $428 $2,210 0.46% 0.46% 2.29% 0.41% 0.38% $1,308 $1,296 2.09% $219 $147 $137 $113 $122 1.11% 1.09% $110 $101 2.21% 1.73% 2.01% 3Q19 4Q19 1Q20 2Q20 3Q20 3Q19 4Q19 1Q20 2Q20 3Q20 Allowance for loan and lease losses Provision for credit losses Total net c/os (2) Allowance to loan coverage ratio (3) Net c/o ratio Allowance to loan coverage ratio ex. PPP See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. 14 “Underlying” results exclude the impact of notable items described on page 25.(1) Credit quality Nonaccrual loans Highlights $s in millions n Nonaccrual loans increased $287 million QoQ given a $254 $1,277 million increase in commercial, largely driven by two credits $990 to mall REITs $780 $737 $703 n NCOs increased $72 million QoQ and $106 million YoY 1.03% 0.79% reflecting increases in commercial, partly offset by decreases 0.63% 0.61% 0.59% in retail given the impact of forbearance. Commercial driven by one credit to a mall REIT and one in metals and mining 3Q19 4Q19 1Q20 2Q20 3Q20 n 3Q20 provision of $428 million includes a net reserve build of $209 million, primarily driven by commercial Nonaccrual loans Nonaccrual loans to total loans (3) n 3Q20 ACL ratio of 2.21%, or 2.29% ex. PPP loans, compares with 2.01% in 2Q20, or 2.09% ex. PPP loans and 1.11% in 3Q19 n ACL to nonaccrual loans and leases ratio of 214% compares with 255% as of 2Q20 and 177% as 3Q19 Provision for credit losses, net charge-offs Allowance for credit losses $s in millions $s in millions $600 $2,736 $2,527 $464 0.70% $428 $2,210 0.46% 0.46% 2.29% 0.41% 0.38% $1,308 $1,296 2.09% $219 $147 $137 $113 $122 1.11% 1.09% $110 $101 2.21% 1.73% 2.01% 3Q19 4Q19 1Q20 2Q20 3Q20 3Q19 4Q19 1Q20 2Q20 3Q20 Allowance for loan and lease losses Provision for credit losses Total net c/os (2) Allowance to loan coverage ratio (3) Net c/o ratio Allowance to loan coverage ratio ex. PPP See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. 14 “Underlying” results exclude the impact of notable items described on page 25.

Capital and liquidity remain strong (1) Strong capital position with CET1 increasing to 9.8% as of Highlights $s in billions (period-end) 3Q19 4Q19 1Q20 2Q20 3Q20 (1)(2) (1) Basel III basis n 3Q20 CET1 ratio of 9.8% , up 20 bps QoQ $ 14.4 $ 14 .3 $ 14 .0 $ 14.2 $ 14.3 Common equity tier 1 capital ─ Net income: 21 bp increase $ 142 140.1$ 14.9$ 147. 8.9$ 146. 3 $ 1 Risk-weighted assets Common equity tier 1 ratio 10.3 % 10.0 % 9.4 % 9.6 % 9.8 %─ RWA decline: 8 bp increase Tier 1 capital ratio 11.1 % 11.1 % 10.5 % 10.9 % 11.2 % ─ Dividends and other: 8 bp decrease Total capital ratio 13.0 % 13.0 % 12.5 % 13.1 % 13.3 % n Demonstrating strong PPNR generation through current stress environment n PPNR as % of average assets has strengthened in recent years (3) Strong Underlying PPNR performance reflecting benefits of investments and an increasingly diversified revenue base $s in billions $2.7 $2.6 n Completed $621 million of subordinated debt private $2.3 $2.3 exchange offers in 3Q20 which will benefit total capital $1.9 going forward $1.6 n Period-end LDR of 86.8%, or 83.6% ex. PPP, compares with 3.9% 3.8% 3.7% 87.5%, or 84.3% ex. PPP, in 2Q20 and 94.5% in 3Q19 3.4% 2.9% 2.7% n ~$70 billion of available liquidity at September 30, 2020 Period end loan-to-deposit ratio 2015 2016 2017 2018 2019 9/30/20 YTD 95.5% 94.5% 95.0% 87.5% 86.8% Underlying PPNR % of average assets (9-qtr CCAR/DFAST basis) 3Q19 4Q19 1Q20 2Q20 3Q20 15 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.Capital and liquidity remain strong (1) Strong capital position with CET1 increasing to 9.8% as of Highlights $s in billions (period-end) 3Q19 4Q19 1Q20 2Q20 3Q20 (1)(2) (1) Basel III basis n 3Q20 CET1 ratio of 9.8% , up 20 bps QoQ $ 14.4 $ 14 .3 $ 14 .0 $ 14.2 $ 14.3 Common equity tier 1 capital ─ Net income: 21 bp increase $ 142 140.1$ 14.9$ 147. 8.9$ 146. 3 $ 1 Risk-weighted assets Common equity tier 1 ratio 10.3 % 10.0 % 9.4 % 9.6 % 9.8 %─ RWA decline: 8 bp increase Tier 1 capital ratio 11.1 % 11.1 % 10.5 % 10.9 % 11.2 % ─ Dividends and other: 8 bp decrease Total capital ratio 13.0 % 13.0 % 12.5 % 13.1 % 13.3 % n Demonstrating strong PPNR generation through current stress environment n PPNR as % of average assets has strengthened in recent years (3) Strong Underlying PPNR performance reflecting benefits of investments and an increasingly diversified revenue base $s in billions $2.7 $2.6 n Completed $621 million of subordinated debt private $2.3 $2.3 exchange offers in 3Q20 which will benefit total capital $1.9 going forward $1.6 n Period-end LDR of 86.8%, or 83.6% ex. PPP, compares with 3.9% 3.8% 3.7% 87.5%, or 84.3% ex. PPP, in 2Q20 and 94.5% in 3Q19 3.4% 2.9% 2.7% n ~$70 billion of available liquidity at September 30, 2020 Period end loan-to-deposit ratio 2015 2016 2017 2018 2019 9/30/20 YTD 95.5% 94.5% 95.0% 87.5% 86.8% Underlying PPNR % of average assets (9-qtr CCAR/DFAST basis) 3Q19 4Q19 1Q20 2Q20 3Q20 15 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.

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Expansion of TOP efficiency initiatives TOP 6 Program expected to achieve FY2020 pre-tax run-rate target of $225 million; on track for expected benefit of ~$300-$325 million by YE2021 Expect to deliver at least $100 million in pre-tax run-rate benefits by YE2021 Working through costs to fund strategic investments FY2021 expense guidance on January earnings call Further enhance front-end digital capabilities to create frictionless customer experiences, drive sales Accelerate end-to-end (“E2E”) digitization in Consumer and Commercial Simplify customer interactions and empower colleagues with new customer interaction technology Create new revenue opportunities, e.g., virtual loan officers, Wealth advisors Implement next-gen API-enabled cloud native architecture; key business initiatives slated to use reusable APIs Scaling up agile operating model; executing with a customer-centric approach Further enhance engineering talent and tools Accelerating retail network transformation Redesign wealth operations Further organizational simplification Empower cross-functional teams with clear strategy/mission Shorten cycles for product/tech changes Enable customer-focused, entrepreneurial approach Improve new products/services speed to market Target C&I geographic expansion; client selection remains a focus Deploy new advanced analytics and pricing optimization engines Enhance personalization and retention tools through digital channels

Investing in strategic priorities Expanding and accelerating digitization efforts with a comprehensive end-to-end program; sharpening overall investment focus Consumer Commercial Enterprise-wide payments nn Launching Launching E2E digital transformation E2E digital transformation to to nn Deploying enhanced Deploying enhanced coverage model coverage model nn Organizing new Enterprise Payments Organizing new Enterprise Payments increase increase digital sales digital sales and drive more and drive more and launching and launching new industry verticals new industry verticals team and holistic team and holistic enterprise enterprise strategy strategy self-service interactions self-service interactions nn Targeting growth Targeting growth in better risk-adjusted in better risk-adjusted nn Enabling integrated payments Enabling integrated payments nn Integrating national Integrating national capabilities, capabilities, e.g., e.g., return portfolios; return portfolios; recycle recycle capital with a capital with a capabilities for capabilities for clients through clients through ® ® expansion of Citizens expansion of Citizens Access Access and and focus focus on deepening relationships on deepening relationships investment investment in payments in payments hub and other hub and other reinventing reinventing POS payment experience POS payment experience client-facing experiences client-facing experiences nn Leveraging data and analytics Leveraging data and analytics for for nn Focusing on new Focusing on new customer customer acquisition acquisition lending and deposits lending and deposits to improve returns to improve returns−− Optimizing to Optimizing to ensure a ensure a more more and deepening existing and deepening existing relationships relationships seamless experience seamless experience across across various various nn Digitizing processes Digitizing processes for for clients clients and and payments channels, e.g., payments channels, e.g., ACH, ACH, RTP, RTP, colleagues to colleagues to enhance enhance efficiencies efficiencies etc. etc. Enterprise enablers Culture/ leadership/ Modern operating model Next Gen Technology Data and analytics talent nn Conversion to Conversion to full full Agile Agile nn Insourcing engineering Insourcing engineering nn Fostering a Fostering a diverse, diverse, nn Simplifying and Simplifying and streamlining streamlining delivery model for delivery model for talent talent equitable, and inclusive equitable, and inclusive data ecosystem data ecosystem with with technology and business technology and business environment environment adoption of adoption of Cloud Cloud nn Embracing API’s Embracing API’s and and delivery by 4Q20; delivery by 4Q20; previously previously Microservices Microservices a architecture rchitecturenn Enabling leadership Enabling leadership agility; agility; nn Investing in advanced Investing in advanced planned for planned for early 2021 early 2021 building capabilities building capabilities for now for now analytics to analytics to enhance enhance nn Leveraging innovations in Leveraging innovations in and the future and the future customer experience customer experience with with hybrid cloud hybrid cloud technology technology personalization; improve personalization; improve risk risk and automation and automation management and efficiency management and efficiency 17Investing in strategic priorities Expanding and accelerating digitization efforts with a comprehensive end-to-end program; sharpening overall investment focus Consumer Commercial Enterprise-wide payments nn Launching Launching E2E digital transformation E2E digital transformation to to nn Deploying enhanced Deploying enhanced coverage model coverage model nn Organizing new Enterprise Payments Organizing new Enterprise Payments increase increase digital sales digital sales and drive more and drive more and launching and launching new industry verticals new industry verticals team and holistic team and holistic enterprise enterprise strategy strategy self-service interactions self-service interactions nn Targeting growth Targeting growth in better risk-adjusted in better risk-adjusted nn Enabling integrated payments Enabling integrated payments nn Integrating national Integrating national capabilities, capabilities, e.g., e.g., return portfolios; return portfolios; recycle recycle capital with a capital with a capabilities for capabilities for clients through clients through ® ® expansion of Citizens expansion of Citizens Access Access and and focus focus on deepening relationships on deepening relationships investment investment in payments in payments hub and other hub and other reinventing reinventing POS payment experience POS payment experience client-facing experiences client-facing experiences nn Leveraging data and analytics Leveraging data and analytics for for nn Focusing on new Focusing on new customer customer acquisition acquisition lending and deposits lending and deposits to improve returns to improve returns−− Optimizing to Optimizing to ensure a ensure a more more and deepening existing and deepening existing relationships relationships seamless experience seamless experience across across various various nn Digitizing processes Digitizing processes for for clients clients and and payments channels, e.g., payments channels, e.g., ACH, ACH, RTP, RTP, colleagues to colleagues to enhance enhance efficiencies efficiencies etc. etc. Enterprise enablers Culture/ leadership/ Modern operating model Next Gen Technology Data and analytics talent nn Conversion to Conversion to full full Agile Agile nn Insourcing engineering Insourcing engineering nn Fostering a Fostering a diverse, diverse, nn Simplifying and Simplifying and streamlining streamlining delivery model for delivery model for talent talent equitable, and inclusive equitable, and inclusive data ecosystem data ecosystem with with technology and business technology and business environment environment adoption of adoption of Cloud Cloud nn Embracing API’s Embracing API’s and and delivery by 4Q20; delivery by 4Q20; previously previously Microservices Microservices a architecture rchitecturenn Enabling leadership Enabling leadership agility; agility; nn Investing in advanced Investing in advanced planned for planned for early 2021 early 2021 building capabilities building capabilities for now for now analytics to analytics to enhance enhance nn Leveraging innovations in Leveraging innovations in and the future and the future customer experience customer experience with with hybrid cloud hybrid cloud technology technology personalization; improve personalization; improve risk risk and automation and automation management and efficiency management and efficiency 17

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3Q20 YoY Strategic initiatives update Group Awarded 100 grants totaling $1.5 million to minority-owned small businesses as part of $10 million commitment to help drive social equity and economic advancement in underserved communities Consumer Clarfeld—Citizens Private Wealth selected as one of Barron’s Top 100 RIA’s Launching 5 important new merchant finance partners; Microsoft Xbox All Access partnership expanded to include Best Buy, Target, Game Stop, and Walmart New Citizens Bank mobile app rollout live with android, launching iOS in 4Q Commercial Completed first lead-left high-yield fixed income issuance Successfully added convenient soft token access to cash management platform Launched accessLIQUIDITY® to enable clients to manage liquidity across bank deposits and third-party investments

4Q20 outlook vs. 3Q20 We offer commentary on factors influencing key categories (1) (1) 3Q20 Underlying results 4Q20 Underlying outlook n NII broadly stable; no PPP forgiveness benefit assumed for the fourth quarter Net interest $1,137 million n NIM down low/mid-single digits n income Loans stable; securities up modestly n Noninterest Down mid-teens from record levels reflecting lower mortgage banking fees n $654 million n given lower gain-on-sale margins income Noninterest $957 million Up modestly reflecting seasonal factors nn expense n Net charge-offs of 60-80 bps of average loans Provision $428 million; NCOs $219 millionn Reserve release expected, with provision less than net charge-offs expense / net n n NPAs expected to decline charge-offs 19 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.4Q20 outlook vs. 3Q20 We offer commentary on factors influencing key categories (1) (1) 3Q20 Underlying results 4Q20 Underlying outlook n NII broadly stable; no PPP forgiveness benefit assumed for the fourth quarter Net interest $1,137 million n NIM down low/mid-single digits n income Loans stable; securities up modestly n Noninterest Down mid-teens from record levels reflecting lower mortgage banking fees n $654 million n given lower gain-on-sale margins income Noninterest $957 million Up modestly reflecting seasonal factors nn expense n Net charge-offs of 60-80 bps of average loans Provision $428 million; NCOs $219 millionn Reserve release expected, with provision less than net charge-offs expense / net n n NPAs expected to decline charge-offs 19 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25.

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Citizens 3Q20 results demonstrate strength and resiliency of franchise, along with continued strong execution Underlying results reflect the benefit of Citizens diversified business model Record PPNR up 22% YoY, up 6% QoQ(1) Record fee income driven by record results in mortgage banking Positive operating leverage year over year of 9.0%; 53.4% efficiency ratio(1) Citizens remains well capitalized and maintains ample liquidity Robust capital levels with CET1 ratio of 9.8%(2), up 20 bps QoQ ACL/loans of 2.21%, 2.29% excluding PPP loans(1) Spot LDR of 83.6% excluding PPP loans(1) TBV/share of $32.24 up 2% YoY and up slightly QoQ Continue to make progress on our strategic initiatives, while incorporating changes from the environment TOP 6 Program expected to achieve FY2020 pre-tax run-rate target of $225 million; on track for expected pre-tax run-rate benefit of ~$300-$325 million by YE2021 Launching new transformation initiatives to upscale program; Expect to deliver at least $100 million in pre-tax run-rate benefits by YE2021 Working through costs to fund strategic investments FY2021 expense guidance on January earnings call Prioritizing major strategic initiatives: Consumer national expansion; broadening merchant finance; widening Commercial coverage, and enhancing advisory capabilities Seeking to come out of crisis with positive momentum

Appendix 21Appendix 21

Allocation of allowance for credit losses by product type 4Q19 Probable January 1, 2020 March 31, 2020 June 30, 2020 September 30, 2020 Incurred Losses CECL Adoption CECL CECL CECL % of Loans % of Loans and leases and leases % of Loans % of Loans % of Loans % of Loans % of Loans outstanding outstanding and leases and leases and leases and leases and leases Allowance for credit losses (2) (2) $ in millions Amount outstanding Amount outstanding Amount outstanding Amount outstanding (ex-PPP) Amount outstanding (ex-PPP) $ 35 0.18% $ 130 0.68% $ 153 0.81% $ 104 0.54% $ 133 0.68% Residential mortgage Home equity 83 0.62% 156 1.19% 169 1.30% 143 1.14% 156 1.27% Automobile 1 23 1.02% 206 1.70% 278 2.29% 277 2.31% 221 1.84% Education 116 1.12% 414 4.00% 473 4.35% 312 2.94% 386 3.32% Credit card 102 4.64% 118 5.37% 118 5.59% 141 7.38% 188 9.91% 119 2.58% 184 3.96% 229 4.95% 246 5.48% 211 5.04% Other retail $ 578 0.94% $ 1,208 1.96% $ 1,420 2.31% $ 1,223 2.01% 2.01% $ 1,295 2.10% 2.10% Total retail Commercial real estate 124 0.92% 67 0.50% 74 0.51% 330 2.28% 548 3.68% (1) 594 1.35% 472 1.07% 716 1.39% 974 1.93% 2.13% 893 1.88% 2.09% C&I Total commercial $ 718 1.25% $ 539 0.94% $ 790 1.20% $ 1,304 2.01% 2.16% $ 1,441 2.31% 2.50% Allowance for credit losses $ 1 ,296 1.09% $ 1,747 1.47% $ 2, 210 1.73% $ 2,527 2.01% 2.09% $ 2,736 2.21% 2.29% See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25. 22 See page 3 for reported results.Allocation of allowance for credit losses by product type 4Q19 Probable January 1, 2020 March 31, 2020 June 30, 2020 September 30, 2020 Incurred Losses CECL Adoption CECL CECL CECL % of Loans % of Loans and leases and leases % of Loans % of Loans % of Loans % of Loans % of Loans outstanding outstanding and leases and leases and leases and leases and leases Allowance for credit losses (2) (2) $ in millions Amount outstanding Amount outstanding Amount outstanding Amount outstanding (ex-PPP) Amount outstanding (ex-PPP) $ 35 0.18% $ 130 0.68% $ 153 0.81% $ 104 0.54% $ 133 0.68% Residential mortgage Home equity 83 0.62% 156 1.19% 169 1.30% 143 1.14% 156 1.27% Automobile 1 23 1.02% 206 1.70% 278 2.29% 277 2.31% 221 1.84% Education 116 1.12% 414 4.00% 473 4.35% 312 2.94% 386 3.32% Credit card 102 4.64% 118 5.37% 118 5.59% 141 7.38% 188 9.91% 119 2.58% 184 3.96% 229 4.95% 246 5.48% 211 5.04% Other retail $ 578 0.94% $ 1,208 1.96% $ 1,420 2.31% $ 1,223 2.01% 2.01% $ 1,295 2.10% 2.10% Total retail Commercial real estate 124 0.92% 67 0.50% 74 0.51% 330 2.28% 548 3.68% (1) 594 1.35% 472 1.07% 716 1.39% 974 1.93% 2.13% 893 1.88% 2.09% C&I Total commercial $ 718 1.25% $ 539 0.94% $ 790 1.20% $ 1,304 2.01% 2.16% $ 1,441 2.31% 2.50% Allowance for credit losses $ 1 ,296 1.09% $ 1,747 1.47% $ 2, 210 1.73% $ 2,527 2.01% 2.09% $ 2,736 2.21% 2.29% See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 25. 22 See page 3 for reported results.

Commercial credit – diversified portfolio with prudent credit discipline 2Q20 3Q20 Current view Highlights Areas Continued % of % of Industry sectors $s in billions Balance Total CFG Balance Total CFG Stabilizing Concern Overall Real Estate and Rental and Leasing $13.8 11 % $14.1 11 % 2.5 2 2.5 2 2.5 Retail and hospitality n Highly granular and diversified portfolio in terms of geography, industry and asset class Retail 1.6 n Early stages of economic recovery with businesses re-opening, improved liquidity given Mall REITs 0.4 Hospitality capital raising and federal stimulus have reduced areas of market concern highlighted 0.5 Finance and Insurance 5.9 5 6.3 5 at 2Q20 from 10% to 4.9% of the loan portfolio at 3Q20 4.2 3 4.2 3 Accommodation and Food Services Areas stabilizing 1.4 1 1.4 1 Accommodation 2.8 2 2.7 2 2.2 0.5 Food Services and Drinking Places n Accommodation $1.4B – majority of exposure is to casino hotels which have improved Casual Dining 0.5 with lifting of restrictions and re-openings; no longer of concern Fast Food, Fast Casual, Other 2.2 Health, Pharma, Social Assistance 3.8 3 3.5 3 n Food Services and Drinking Places $2.2B – fast food and quick service concepts have Professional, Scientific, and Technical 3.2 3 2.9 2 performed well throughout the pandemic Services 2.8 2 2.6 2 Information n Retail Trade $1.6B – lower risk gas stations, convenience stores and other essential Retail Trade 2.8 2 2.5 2 1.6 0.9 services that either remained open during the crisis or are now seeing increased Essential Businesses 1.6 consumer demand Non Essential Businesses 0.9 Other Manufacturing 2.8 2 2.4 2 n Energy and Related $1.6B – relates to less price sensitive sectors that are performing 2.4 2 2.1 2 Wholesale Trade n Arts, Entertainment, and Recreation $1.0B – exposure to sports teams and stadiums Energy & Related 2.7 2 2.6 2 1.6 1.0 Less Price Sensitive assisted by resumption of major professional sports and contractual revenues in place 1.6 Price Sensitive 1.0 from cable broadcasters Metals & Mining 2.2 2 1.8 1 Areas of continued concern Other Services 1.8 1 1.7 1 Admin and Waste Mgmt. 1.6 1 1.5 1 n CRE Retail $2.0B - portfolio is well diversified geographically, with some markets 1.6 1 1.3 1 1.0 0.3 Arts, Entertainment, and Recreation expected to perform better than others over time; despite re-openings and increasing Fitness centers and entertainment 0.3 consumer demand there continue to be challenges for selective retail credits and Transportation and Warehousing 1.6 1 1.5 1 mall REITs Automotive 1.5 1 1.2 1 Computer, Electrical Equipment, 1.3 1 1.3 1 n CRE Hospitality $0.5B – hotels impacted by COVID-related decline in business travel, Appliance, and Component partially mitigated by good sponsors and strong underlying brands Consumer Products Manufacturing 1.3 1 1.3 1 Chemicals 1.1 1 1.0 1 n Food Services and Drinking Places $0.5B – casual dining segment likely to remain 0.9 1 0.9 1 0.9 Educational Services stressed due to lack of take-out options and loss of outdoor dining through winter (1) 1.0 2 1.3 1 All others (2) Total commercial excluding PPP loans $60.2 48 % $57.7 46 % $ 6.4 $ 6.1 n Retail Trade $0.9B – non-essential businesses impacted by COVID-related closures SBA PPP loans $ 4.7 4 $ 4.7 4 n Energy & Related $1.0B – price stabilization from volatility in first half 2020 has been Total commercial $64.9 52 % $62.4 50 % beneficial, and clients remain well hedged into 2021 Updated industries of market concern $ 1 2.5 10 % 5.1% 4.9% n Arts, Entertainment, and Recreation $0.3B – fitness centers and entertainment Industry sector of market concern venues impacted by COVID-related shutdowns and social distancing Areas stabilizing Continued concern n Educational Services $0.9B – challenged due to COVID-related school closures; re- See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. opening of facilities and minimizing outbreaks should ease stress 23 “Underlying” results exclude the impact of notable items described on page 25.Commercial credit – diversified portfolio with prudent credit discipline 2Q20 3Q20 Current view Highlights Areas Continued % of % of Industry sectors $s in billions Balance Total CFG Balance Total CFG Stabilizing Concern Overall Real Estate and Rental and Leasing $13.8 11 % $14.1 11 % 2.5 2 2.5 2 2.5 Retail and hospitality n Highly granular and diversified portfolio in terms of geography, industry and asset class Retail 1.6 n Early stages of economic recovery with businesses re-opening, improved liquidity given Mall REITs 0.4 Hospitality capital raising and federal stimulus have reduced areas of market concern highlighted 0.5 Finance and Insurance 5.9 5 6.3 5 at 2Q20 from 10% to 4.9% of the loan portfolio at 3Q20 4.2 3 4.2 3 Accommodation and Food Services Areas stabilizing 1.4 1 1.4 1 Accommodation 2.8 2 2.7 2 2.2 0.5 Food Services and Drinking Places n Accommodation $1.4B – majority of exposure is to casino hotels which have improved Casual Dining 0.5 with lifting of restrictions and re-openings; no longer of concern Fast Food, Fast Casual, Other 2.2 Health, Pharma, Social Assistance 3.8 3 3.5 3 n Food Services and Drinking Places $2.2B – fast food and quick service concepts have Professional, Scientific, and Technical 3.2 3 2.9 2 performed well throughout the pandemic Services 2.8 2 2.6 2 Information n Retail Trade $1.6B – lower risk gas stations, convenience stores and other essential Retail Trade 2.8 2 2.5 2 1.6 0.9 services that either remained open during the crisis or are now seeing increased Essential Businesses 1.6 consumer demand Non Essential Businesses 0.9 Other Manufacturing 2.8 2 2.4 2 n Energy and Related $1.6B – relates to less price sensitive sectors that are performing 2.4 2 2.1 2 Wholesale Trade n Arts, Entertainment, and Recreation $1.0B – exposure to sports teams and stadiums Energy & Related 2.7 2 2.6 2 1.6 1.0 Less Price Sensitive assisted by resumption of major professional sports and contractual revenues in place 1.6 Price Sensitive 1.0 from cable broadcasters Metals & Mining 2.2 2 1.8 1 Areas of continued concern Other Services 1.8 1 1.7 1 Admin and Waste Mgmt. 1.6 1 1.5 1 n CRE Retail $2.0B - portfolio is well diversified geographically, with some markets 1.6 1 1.3 1 1.0 0.3 Arts, Entertainment, and Recreation expected to perform better than others over time; despite re-openings and increasing Fitness centers and entertainment 0.3 consumer demand there continue to be challenges for selective retail credits and Transportation and Warehousing 1.6 1 1.5 1 mall REITs Automotive 1.5 1 1.2 1 Computer, Electrical Equipment, 1.3 1 1.3 1 n CRE Hospitality $0.5B – hotels impacted by COVID-related decline in business travel, Appliance, and Component partially mitigated by good sponsors and strong underlying brands Consumer Products Manufacturing 1.3 1 1.3 1 Chemicals 1.1 1 1.0 1 n Food Services and Drinking Places $0.5B – casual dining segment likely to remain 0.9 1 0.9 1 0.9 Educational Services stressed due to lack of take-out options and loss of outdoor dining through winter (1) 1.0 2 1.3 1 All others (2) Total commercial excluding PPP loans $60.2 48 % $57.7 46 % $ 6.4 $ 6.1 n Retail Trade $0.9B – non-essential businesses impacted by COVID-related closures SBA PPP loans $ 4.7 4 $ 4.7 4 n Energy & Related $1.0B – price stabilization from volatility in first half 2020 has been Total commercial $64.9 52 % $62.4 50 % beneficial, and clients remain well hedged into 2021 Updated industries of market concern $ 1 2.5 10 % 5.1% 4.9% n Arts, Entertainment, and Recreation $0.3B – fitness centers and entertainment Industry sector of market concern venues impacted by COVID-related shutdowns and social distancing Areas stabilizing Continued concern n Educational Services $0.9B – challenged due to COVID-related school closures; re- See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. opening of facilities and minimizing outbreaks should ease stress 23 “Underlying” results exclude the impact of notable items described on page 25.

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~70% of the retail portfolio is secured Mortgage weighted-average LTV of 63% with ~3% of the portfolio with refreshed FICO scores <650 ~50% of the HELOC portfolio is secured by 1st lien ~73% of HELOC has CLTV <70; ~95% 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

(1) Notable Items Third and second quarter 2020 and third quarter 2019 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. Third and second quarter 2020 and third 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 $34 million through the end of third quarter 2020. Cumulative After-tax Notable Items - Integration Costs 3Q20 2Q20 3Q19 Integration Costs EPS EPS EPS ($s in millions, except per share data) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax FAMC Other Total impact impact impact Noninterest income $ — $ — $ — $ — $ — $ — $ — $ — $ — $ (3) $ — $ ( 3) Salaries & benefits — — — — — — (1) (1) — ( 10) — (10) Equipment and software ( 1) ( 1) — — — — — — — (3) — ( 3) Outside services (1) ( 1) — ( 2) ( 1) — (3) (2) (0.01) (15) (5) (20) Occupancy — — — — — — — — — (1) — ( 1) Other expense — — — — — — — — — (2) — ( 2) Noninterest expense $ (2) $ (2) $ — $ (2) $ (1) $ — $ (4) $ (3) $ (0.01) $ (31) $ (5) $ (36) Total Integration Costs $ (2) $ (2) $ — $ (2) $ (1) $ — $ (4) $ (3) $ (0.01) $ (34) $ (5) $ (39) Other Notable Items - primarily tax and TOP 3Q20 2Q20 3Q19 ($s in millions, except per share data) Pre-tax After-tax EPS Pre-tax After-tax Pre-tax After-tax EPS EPS $ — $ — $ — $ — $ 4 $ 0.01 $ — $ 10 $ 0.02 Tax notable items Other notable items- TOP & other actions Salaries & benefits ( 13) (9) (0.02) (4) (4) (0.01) (4) (3) (0.01) Outside services (15) ( 12) (0.03) (10) (7) (0.02) (11) (8) (0.02) Occupancy (1) ( 1) — ( 3) ( 2) — — — — Noninterest expense $ (29) $ (22) $ (0.05) $ (17) $ (13) $ (0.03) $ (15) $ (11) $ (0.03) Total Other Notable Items $ (29) $ (22) $ (0.05) $ (17) $ (9) $ (0.02) $ (15) $ (1) $ — Total Notable Items $ (31) $ (24) $ (0.05) $ (19) $ (10) $ (0.02) $ (19) $ (4) $ (0.01) 25 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described above.(1) Notable Items Third and second quarter 2020 and third quarter 2019 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. Third and second quarter 2020 and third 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 $34 million through the end of third quarter 2020. Cumulative After-tax Notable Items - Integration Costs 3Q20 2Q20 3Q19 Integration Costs EPS EPS EPS ($s in millions, except per share data) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax FAMC Other Total impact impact impact Noninterest income $ — $ — $ — $ — $ — $ — $ — $ — $ — $ (3) $ — $ ( 3) Salaries & benefits — — — — — — (1) (1) — ( 10) — (10) Equipment and software ( 1) ( 1) — — — — — — — (3) — ( 3) Outside services (1) ( 1) — ( 2) ( 1) — (3) (2) (0.01) (15) (5) (20) Occupancy — — — — — — — — — (1) — ( 1) Other expense — — — — — — — — — (2) — ( 2) Noninterest expense $ (2) $ (2) $ — $ (2) $ (1) $ — $ (4) $ (3) $ (0.01) $ (31) $ (5) $ (36) Total Integration Costs $ (2) $ (2) $ — $ (2) $ (1) $ — $ (4) $ (3) $ (0.01) $ (34) $ (5) $ (39) Other Notable Items - primarily tax and TOP 3Q20 2Q20 3Q19 ($s in millions, except per share data) Pre-tax After-tax EPS Pre-tax After-tax Pre-tax After-tax EPS EPS $ — $ — $ — $ — $ 4 $ 0.01 $ — $ 10 $ 0.02 Tax notable items Other notable items- TOP & other actions Salaries & benefits ( 13) (9) (0.02) (4) (4) (0.01) (4) (3) (0.01) Outside services (15) ( 12) (0.03) (10) (7) (0.02) (11) (8) (0.02) Occupancy (1) ( 1) — ( 3) ( 2) — — — — Noninterest expense $ (29) $ (22) $ (0.05) $ (17) $ (13) $ (0.03) $ (15) $ (11) $ (0.03) Total Other Notable Items $ (29) $ (22) $ (0.05) $ (17) $ (9) $ (0.02) $ (15) $ (1) $ — Total Notable Items $ (31) $ (24) $ (0.05) $ (19) $ (10) $ (0.02) $ (19) $ (4) $ (0.01) 25 See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described above.

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GAAP noninterest income and noninterest expense summary

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 27Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 27

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 28Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 28

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 29Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 29

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 30Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 30

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 31Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 31

Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 32Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data 32

Non-GAAP financial measures and reconciliations – Underlying excluding the impact of PPP Loans $s in millions, except share, per share and ratio data 33Non-GAAP financial measures and reconciliations – Underlying excluding the impact of PPP Loans $s in millions, except share, per share and ratio data 33

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Notes on Non-GAAP Financial Measures See important information on Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” 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. 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. 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. Based on Basel III standardized approach Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. Notes on slide 3 – 3Q20 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. Full-time equivalent employees. Notes on slide 4 – 3Q20 Underlying financial summary See above note on non-GAAP financial measures. Notes on slide 5 – Executive summary See above note on non-GAAP financial measures. See above general note f). See above general note e). Notes on slide 8 – Mortgage banking fees See above general note d). Notes on slide 9 – Noninterest expense See above note on non-GAAP financial measures. Notes on slide 10 – Average loans and leases See above general note d). 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 11 – Average funding and cost of funds Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. Notes on slide 12 – 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 13 – Forbearance update 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. Total excludes business banking Notes on slide 14 – 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 15 – Capital and liquidity remain strong See above general note e). 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 $[989] million since January 1, 2020, or $[247] million, will be phased in over the same time frame. See above note on non-GAAP financial measures.

Notes continued Notes on slide 19 – 4Q20 outlook vs. 3Q20 1) See above note on non-GAAP financial measures. Notes on slide 20 – Key messages 1) See above note on non-GAAP financial measures. 2) See above general note e). Notes on slide 22 – Allocation of allowance by product type 1) Includes commercial leases. 2) See above note on non-GAAP financial measures. Notes on slide 23 – Commercial credit – diversified portfolio with prudent credit discipline 1) All other includes sectors with a balance less than 1% of total CFG loans. 2) See above general note d). Notes on slide 24 – Retail credit - diversified portfolio with prudent credit discipline 1) See above general note d). Notes on slide 25 – Notable items 1) See above note on non-GAAP financial measures. 35Notes continued Notes on slide 19 – 4Q20 outlook vs. 3Q20 1) See above note on non-GAAP financial measures. Notes on slide 20 – Key messages 1) See above note on non-GAAP financial measures. 2) See above general note e). Notes on slide 22 – Allocation of allowance by product type 1) Includes commercial leases. 2) See above note on non-GAAP financial measures. Notes on slide 23 – Commercial credit – diversified portfolio with prudent credit discipline 1) All other includes sectors with a balance less than 1% of total CFG loans. 2) See above general note d). Notes on slide 24 – Retail credit - diversified portfolio with prudent credit discipline 1) See above general note d). Notes on slide 25 – Notable items 1) See above note on non-GAAP financial measures. 35

Exhibit 99.3

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Financial Supplement

Third Quarter 2020


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.

CONSOLIDATED FINANCIAL HIGHLIGHTS

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


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
SELECTED OPERATING DATA
Total revenue	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2	%	$	153			9	%	$	5,198		$	4,854		$	344			7	%
Noninterest expense		988			979			1,012			986			973			9			1			15			2			2,979			2,861			118			4

Profit before provision for credit losses		803			771			645			651			665			32			4			138			21			2,219			1,993			226			11
Provision for credit losses		428			464			600			110			101			(36	)		(8	)		327			NM			1,492			283			1,209			NM
NET INCOME		314			253			34			450			449			61			24			(135	)		(30	)		601			1,341			(740	)		(55	)
Net income, Underlying¹		338			263			59			454			453			75			29			(115	)		(25	)		660			1,354			(694	)		(51	)
Net income available to common stockholders		289			225			12			427			432			64			28			(143	)		(33	)		526			1,291			(765	)		(59	)
Net income available to common stockholders, Underlying¹		313			235			37			431			436			78			33			(123	)		(28	)		585			1,304			(719	)		(55	)
PER COMMON SHARE DATA
Basic earnings	$	0.68		$	0.53		$	0.03		$	0.98		$	0.97		$	0.15			28	%		($ 0.29	)		(30	%)	$	1.23		$	2.84			($ 1.61	)		(57	%)
Diluted earnings		0.68			0.53			0.03			0.98			0.97			0.15			28			(0.29	)		(30	)		1.23			2.83			(1.60	)		(57	)
Basic earnings, Underlying¹		0.73			0.55			0.09			0.99			0.98			0.18			33			(0.25	)		(26	)		1.37			2.87			(1.50	)		(52	)
Diluted earnings, Underlying¹		0.73			0.55			0.09			0.99			0.98			0.18			33			(0.25	)		(26	)		1.37			2.86			(1.49	)		(52	)
Cash dividends declared and paid per common share		0.39			0.39			0.39			0.36			0.36			—			—			0.03			8			1.17			1.00			0.17			17
Book value per common share		48.01			47.92			47.78			47.63			46.67			0.09			—			1.34			3			48.01			46.67			1.34			3
Tangible book value per common share		32.24			32.13			31.97			32.08			31.48			0.11			—			0.76			2			32.24			31.48			0.76			2
Dividend payout ratio		58	%		74	%		1,398	%		37	%		37	%		(1,617) bps						2,051 bps						95	%		35	%		5,970 bps
Dividend payout ratio, Underlying¹		53			71			451			36			37			(1,742) bps						1,659 bps						85			35			5,062 bps
COMMON SHARES OUTSTANDING
Average: Basic		426,846,096			426,613,053			427,718,421			434,684,606			445,703,987			233,043			—	%		(18,857,891	)		(4	%)		427,058,412			454,802,186			(27,743,774	)		(6	%)
Diluted		427,992,349			427,566,920			429,388,855			436,500,829			447,134,595			425,429			—			(19,142,246	)		(4	)		428,142,358			456,218,755			(28,076,397	)		(6	)
Common shares at period-end		427,073,084			426,824,594			426,586,533			433,121,083			443,913,525			248,490			—			(16,840,441	)		(4	)		427,073,084			443,913,525			(16,840,441	)		(4	)

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

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
FINANCIAL RATIOS
Net interest margin		2.82	%		2.87	%		3.09	%		3.04	%		3.10	%		(5	) bps					(28	) bps					2.93	%		3.18	%		(25	) bps
Net interest margin, FTE¹		2.83			2.88			3.10			3.06			3.12			(5	) bps					(29	) bps					2.93			3.19			(26	) bps
Return on average common equity		5.60			4.44			0.24			8.30			8.35			116	bps					(275	) bps					3.45			8.50			(505	) bps
Return on average common equity, Underlying²		6.05			4.63			0.74			8.36			8.45			142	bps					(240	) bps					3.83			8.59			(476	) bps
Return on average tangible common equity		8.33			6.62			0.36			12.39			12.44			171	bps					(411	) bps					5.15			12.72			(757	) bps
Return on average tangible common equity, Underlying²		9.00			6.90			1.10			12.49			12.58			210	bps					(358	) bps					5.71			12.86			(715	) bps
Return on average total assets		0.70			0.57			0.08			1.08			1.10			13	bps					(40	) bps					0.46			1.11			(65	) bps
Return on average total assets, Underlying²		0.76			0.59			0.14			1.09			1.11			17	bps					(35	) bps					0.50			1.12			(62	) bps
Return on average total tangible assets		0.73			0.59			0.09			1.13			1.15			14	bps					(42	) bps					0.48			1.16			(68	) bps
Return on average total tangible assets, Underlying²		0.79			0.61			0.15			1.14			1.16			18	bps					(37	) bps					0.52			1.17			(65	) bps
Effective income tax rate		16.10			17.69			24.13			16.76			20.46			(159	) bps					(436	) bps					17.27			21.58			(431	) bps
Effective income tax rate, Underlying²		16.79			19.36			24.52			21.52			22.29			(257	) bps					(550	) bps					18.57			22.20			(363	) bps
Efficiency ratio		55.18			55.91			61.10			60.28			59.40			(73	) bps					(422	) bps					57.31			58.94			(163	) bps
Efficiency ratio, Underlying²		53.44			54.85			59.08			58.02			58.22			(141	) bps					(478	) bps					55.72			58.30			(258	) bps
Noninterest income as a % of total revenue		37	%		34	%		30	%		30	%		30	%		300	bps					700	bps					33	%		29	%		400	bps
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio		9.8	%		9.6	%		9.4	%		10.0	%		10.3	%
Tier 1 capital ratio		11.2			10.9			10.5			11.1			11.1
Total capital ratio		13.3			13.1			12.5			13.0			13.0
Tier 1 leverage ratio		9.5			9.3			9.6			10.0			9.9
Tangible common equity ratio		8.0			7.9			8.0			8.7			8.9
SELECTED BALANCE SHEET DATA
Loans-to-deposits ratio (period-end balances)		86.81	%		87.53	%		95.54	%		95.03	%		94.52	%		(72	) bps					(771	) bps					86.81	%		94.52	%		(771	) bps
Loans-to-deposits ratio (average balances)		88.36			90.93			95.60			94.63			94.62			(257	) bps					(626	) bps					91.47			95.96			(449	) bps
Full-time equivalent colleagues		17,930			18,312			17,863			17,997			18,116			(382	)		(2	)		(186	)		(1	)		17,930			18,116			(186	)		(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.”

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)


	QUARTERLY TRENDS																						FOR THE NINE MONTHS ENDED SEPTEMBER 30,
											3Q20 Change																2020 Change
	3Q20		2Q20		1Q20		4Q19		3Q19		2Q20						3Q19						2020		2019		2019
											$			%			$			%							$			%
INTEREST INCOME
Interest and fees on loans and leases	$	1,120	$	1,192	$	1,302	$	1,312	$	1,356	($	72	)		(6	%)	($	236	)		(17	%)	$	3,614	$	4,129		($ 515	)		(12	%)
Interest and fees on loans held for sale		21		20		15		18		19		1			5			2			11			56		45		11			24
Interest and fees on other loans held for sale		16		7		9		5		2		9			129			14			NM			32		8		24			NM
Investment securities		121		130		147		159		153		(9	)		(7	)		(32	)		(21	)		398		483		(85	)		(18	)
Interest-bearing deposits in banks		2		1		5		7		8		1			100			(6	)		(75	)		8		23		(15	)		(65	)

Total interest income		1,280		1,350		1,478		1,501		1,538		(70	)		(5	)		(258	)		(17	)		4,108		4,688		(580	)		(12	)

INTEREST EXPENSE
Deposits		89		124		227		263		297		(35	)		(28	)		(208	)		(70	)		440		892		(452	)		(51	)
Short-term borrowed funds		—		—		1		2		2		—			—			(2	)		(100	)		1		8		(7	)		(88	)
Long-term borrowed funds		54		66		90		93		94		(12	)		(18	)		(40	)		(43	)		210		317		(107	)		(34	)

Total interest expense		143		190		318		358		393		(47	)		(25	)		(250	)		(64	)		651		1,217		(566	)		(47	)

Net interest income		1,137		1,160		1,160		1,143		1,145		(23	)		(2	)		(8	)		(1	)		3,457		3,471		(14	)		—

NONINTEREST INCOME
Service charges and fees		97		84		118		128		128		13			15			(31	)		(24	)		299		377		(78	)		(21	)
Mortgage banking fees		287		276		159		80		117		11			4			170			145			722		222		500			225
Card fees		57		48		56		64		67		9			19			(10	)		(15	)		161		190		(29	)		(15	)
Capital markets fees		58		61		43		66		39		(3	)		(5	)		19			49			162		150		12			8
Trust and investment services fees		53		45		53		52		50		8			18			3			6			151		150		1			1
Foreign exchange and interest rate products		27		34		24		49		35		(7	)		(21	)		(8	)		(23	)		85		106		(21	)		(20	)
Letter of credit and loan fees		37		31		34		35		34		6			19			3			9			102		100		2			2
Securities gains, net		1		3		—		4		3		(2	)		(67	)		(2	)		(67	)		4		15		(11	)		(73	)
Other income		37		8		10		16		20		29			NM			17			85			55		73		(18	)		(25	)

Total noninterest income		654		590		497		494		493		64			11			161			33			1,741		1,383		358			26

TOTAL REVENUE		1,791		1,750		1,657		1,637		1,638		41			2			153			9			5,198		4,854		344			7
Provision for credit losses		428		464		600		110		101		(36	)		(8	)		327			NM			1,492		283		1,209			NM
NONINTEREST EXPENSE
Salaries and employee benefits		524		513		549		502		508		11			2			16			3			1,586		1,524		62			4
Equipment and software expense		149		142		133		133		130		7			5			19			15			424		381		43			11
Outside services		139		131		135		142		128		8			6			11			9			405		356		49			14
Occupancy		81		82		84		88		80		(1	)		(1	)		1			1			247		245		2			1
Other operating expense		95		111		111		121		127		(16	)		(14	)		(32	)		(25	)		317		355		(38	)		(11	)

Total noninterest expense		988		979		1,012		986		973		9			1			15			2			2,979		2,861		118			4

Income before income tax expense		375		307		45		541		564		68			22			(189	)		(34	)		727		1,710		(983	)		(57	)
Income tax expense		61		54		11		91		115		7			13			(54	)		(47	)		126		369		(243	)		(66	)

Net income	$	314	$	253	$	34	$	450	$	449	$	61			24	%	($	135	)		(30	%)	$	601	$	1,341	($	740	)		(55	%)

Net income, Underlying¹	$	338	$	263	$	59	$	454	$	453	$	75			29	%	($	115	)		(25	%)	$	660	$	1,354	($	694	)		(51	%)

Net income available to common stockholders	$	289	$	225	$	12	$	427	$	432	$	64			28	%	($	143	)		(33	%)	$	526	$	1,291	($	765	)		(59	%)

Net income available to common stockholders, Underlying¹	$	313	$	235	$	37	$	431	$	436	$	78			33	%	($	123	)		(28	%)	$	585	$	1,304	($	719	)		(55	%)

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

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)


PERIOD-END BALANCES	AS OF															SEPTEMBER 30, 2020 CHANGE
	Sept 30, 2020			June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sept 30, 2019			June 30, 2020						September 30, 2019
																$			%			$			%
ASSETS
Cash and due from banks	$	904		$	1,088		$	1,155		$	1,175		$	1,638			($ 184	)		(17	%)		($ 734	)		(45	%)
Interest-bearing cash and due from banks		8,312			6,358			2,903			2,211			2,204			1,954			31			6,108			NM
Interest-bearing deposits in banks		328			475			280			297			158			(147	)		(31	)		170			108
Debt securities available for sale, at fair value		22,884			22,144			22,307			20,613			21,502			740			3			1,382			6
Debt securities held to maturity		2,578			2,856			3,071			3,202			3,319			(278	)		(10	)		(741	)		(22	)
Equity securities, at fair value		57			50			47			47			47			7			14			10			21
Equity securities, at cost		605			607			927			807			734			(2	)		—			(129	)		(18	)
Loans held for sale, at fair value		3,587			3,631			2,911			1,946			1,993			(44	)		(1	)		1,594			80
Other loans held for sale		127			1,362			350			1,384			22			(1,235	)		(91	)		105			NM
Loans and leases		124,071			125,713			127,528			119,088			117,880			(1,642	)		(1	)		6,191			5
Less: Allowance for loan and lease losses		(2,542	)		(2,448	)		(2,171	)		(1,252	)		(1,263	)		(94	)		(4	)		(1,279	)		(101	)

Net loans and leases		121,529			123,265			125,357			117,836			116,617			(1,736	)		(1)			4,912			4
Derivative assets		2,030			2,069			1,968			807			1,027			(39	)		(2	)		1,003			98
Premises and equipment		747			751			746			761			747			(4	)		(1	)		—			—
Bank-owned life insurance		1,751			1,739			1,736			1,725			1,720			12			1			31			2
Goodwill		7,050			7,050			7,050			7,044			7,044			—			—			6			—
Due from broker		19			51			—			—			257			(32	)		(63	)		(238	)		(93	)
Other assets		6,720			6,378			5,911			5,878			5,333			342			5			1,387			26

TOTAL ASSETS	$	179,228		$	179,874		$	176,719		$	165,733		$	164,362		($	646	)		— %		$	14,866			9	%

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$	41,249		$	40,545		$	32,398		$	29,233		$	29,939		$	704			2	%	$	11,310			38	%
Interest-bearing		101,672			103,073			101,077			96,080			94,775			(1,401	)		(1	)		6,897			7

Total deposits		142,921			143,618			133,475			125,313			124,714			(697	)		—			18,207			15
Short-term borrowed funds		252			255			1,059			274			1,077			(3	)		(1	)		(825	)		(77	)
Derivative liabilities		100			198			234			120			161			(98	)		(49	)		(61	)		(38	)
Deferred taxes, net		638			709			782			866			752			(71	)		(10	)		(114	)		(15	)
Long-term borrowed funds:
FHLB advances		19			6			8,007			5,008			3,007			13			217			(2,988	)		(99	)
Senior debt		7,504			7,519			6,775			7,382			8,143			(15	)		—			(639	)		(8	)
Subordinated debt and other debt		1,586			1,677			1,655			1,657			1,656			(91	)		(5	)		(70	)		(4	)

Total long-term borrowed funds		9,109			9,202			16,437			14,047			12,806			(93	)		(1	)		(3,697	)		(29	)
Due to broker		—			155			—			—			206			(155	)		(100	)		(206	)		(100	)
Other liabilities		3,739			3,319			2,782			2,912			2,795			420			13			944			34

TOTAL LIABILITIES		156,759			157,456			154,769			143,532			142,511			(697	)		—			14,248			10
STOCKHOLDERS’ EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented		1,965			1,965			1,570			1,570			1,133			—			—			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		18,922			18,908			18,901			18,891			18,876			14			—			46			—
Retained earnings		6,189			6,068			6,011			6,498			6,229			121			2			(40	)		(1	)
Treasury stock, at cost		(4,623	)		(4,623	)		(4,623	)		(4,353	)		(3,953	)		—			—			(670	)		(17	)
Accumulated other comprehensive income (loss)		10			94			85			(411	)		(440	)		(84	)		(89	)		450			NM

TOTAL STOCKHOLDERS’ EQUITY		22,469			22,418			21,950			22,201			21,851			51			—			618			3

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	179,228		$	179,874		$	176,719		$	165,733		$	164,362		($	646	)		—	%	$	14,866			9	%

Memo: Total tangible common equity	$	13,771		$	13,716		$	13,639		$	13,893		$	13,976		$	55			—	%	($	205	)		(1	%)

LOANS AND DEPOSITS

(in millions)


PERIOD-END BALANCES	AS OF										SEPTEMBER 30, 2020 CHANGE
	Sept 30, 2020		June 30, 2020		Mar 31, 2020		Dec 31, 2019		Sept 30, 2019		June 30, 2020						September 30, 2019
											$			%			$			%
LOANS AND LEASES
Commercial	$	45,185	$	48,017	$	49,092	$	41,479	$	41,356	($	2,832	)		(6	%)	$	3,829			9	%
Commercial real estate		14,889		14,485		14,502		13,522		12,820		404			3			2,069			16
Leases		2,288		2,428		2,438		2,537		2,557		(140	)		(6	)		(269	)		(11	)

Total commercial loans and leases		62,362		64,930		66,032		57,538		56,733		(2,568	)		(4	)		5,629			10

Residential mortgages		19,633		19,245		18,721		19,083		19,699		388			2			(66	)		—
Home equity		12,322		12,541		12,992		13,154		13,423		(219	)		(2	)		(1,101	)		(8	)
Automobile		12,035		12,028		12,157		12,120		12,070		7			—			(35	)		—
Education		11,631		10,591		10,887		10,347		9,729		1,040			10			1,902			20
Other retail		6,088		6,378		6,739		6,846		6,226		(290	)		(5	)		(138	)		(2	)

Total retail loans		61,709		60,783		61,496		61,550		61,147		926			2			562			1

Total loans and leases	$	124,071	$	125,713	$	127,528	$	119,088	$	117,880	($	1,642	)		(1	%)	$	6,191			5	%

Loans held for sale, at fair value		3,587		3,631		2,911		1,946		1,993		(44	)		(1	)		1,594			80
Other loans held for sale		127		1,362		350		1,384		22		(1,235	)		(91	)		105			NM

Loans and leases and loans held for sale	$	127,785	$	130,706	$	130,789	$	122,418	$	119,895	($	2,921	)		(2	%)	$	7,890			7	%


DEPOSITS
Demand	$	41,249	$	40,545	$	32,398	$	29,233	$	29,939	$	704			2	%	$	11,310			38	%
Checking with interest		27,141		27,200		25,358		24,840		24,403		(59	)		—			2,738			11
Regular savings		17,237		16,665		14,702		13,779		13,479		572			3			3,758			28
Money market accounts		46,400		44,965		42,972		38,725		36,826		1,435			3			9,574			26
Term deposits		10,894		14,243		18,045		18,736		20,067		(3,349	)		(24	)		(9,173	)		(46	)

Total deposits	$	142,921	$	143,618	$	133,475	$	125,313	$	124,714	($	697	)		—	%	$	18,207			15	%

AVERAGE BALANCE SHEETS

(in millions)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$			%			$			%									$			%
ASSETS
Interest-bearing cash and due from banks and deposits in banks	$	6,250		$	5,231		$	1,859		$	1,970		$	1,474		$	1,019			19	%	$	4,776			NM		$	4,453		$	1,400		$	3,053			218	%

Taxable investment securities		24,654			25,180			25,339			25,305			25,635			(526	)		(2	)		(981	)		(4	)		25,056			25,466			(410	)		(2	)
Non-taxable investment securities		4			4			4			5			5			—			—			(1	)		(20	)		4			5			(1	)		(20	)

Total investment securities		24,658			25,184			25,343			25,310			25,640			(526	)		(2	)		(982	)		(4	)		25,060			25,471			(411	)		(2	)

Investment securities and interest-bearing deposits		30,908			30,415			27,202			27,280			27,114			493			2			3,794			14			29,513			26,871			2,642			10

Commercial		46,844			50,443			43,152			42,012			41,476			(3,599	)		(7	)		5,368			13			46,813			41,597			5,216			13
Commercial real estate		14,644			14,540			13,876			13,103			12,892			104			1			1,752			14			14,354			13,179			1,175			9
Leases		2,373			2,426			2,482			2,546			2,615			(53	)		(2	)		(242	)		(9	)		2,427			2,744			(317	)		(12	)

Total commercial loans and leases		63,861			67,409			59,510			57,661			56,983			(3,548	)		(5	)		6,878			12			63,594			57,520			6,074			11

Residential mortgages		19,427			18,872			18,866			19,495			19,405			555			3			22			—			19,056			19,245			(189	)		(1	)
Home equity		12,416			12,736			13,042			13,265			13,501			(320	)		(3	)		(1,085	)		(8	)		12,730			13,774			(1,044	)		(8	)
Automobile		12,019			11,998			12,173			12,099			12,036			21			—			(17	)		—			12,063			12,030			33			—
Education		10,929			11,183			10,610			9,888			9,459			(254	)		(2	)		1,470			16			10,908			9,256			1,652			18
Other retail		6,260			6,557			6,854			6,497			5,873			(297	)		(5	)		387			7			6,556			5,736			820			14

Total retail loans		61,051			61,346			61,545			61,244			60,274			(295	)		—			777			1			61,313			60,041			1,272			2

Total loans and leases		124,912			128,755			121,055			118,905			117,257			(3,843	)		(3	)		7,655			7			124,907			117,561			7,346			6
Loans held for sale, at fair value		3,295			2,710			1,890			2,209			1,970			585			22			1,325			67			2,635			1,514			1,121			74
Other loans held for sale		1,061			510			799			517			134			551			108			927			NM			791			161			630			NM

Total interest-earning assets		160,176			162,390			150,946			148,911			146,475			(2,214	)		(1	)		13,701			9			157,846			146,107			11,739			8
Allowance for loan and lease losses		(2,444	)		(2,172	)		(1,708	)		(1,260	)		(1,226	)		(272	)		(13	)		(1,218	)		(99	)		(2,109	)		(1,239	)		(870	)		(70	)
Goodwill		7,050			7,050			7,046			7,044			7,044			—			—			6			—			7,049			7,034			15			—
Other noninterest-earning assets		12,893			12,525			10,893			9,951			9,817			368			3			3,076			31			12,106			9,442			2,664			28

TOTAL ASSETS	$	177,675		$	179,793		$	167,177		$	164,646		$	162,110		($	2,118	)		(1	%)	$	15,565			10	%	$	174,892		$	161,344		$	13,548			8	%

LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Checking with interest	$	26,638		$	26,312		$	24,612		$	23,545		$	23,422		$	326			1	%	$	3,216			14	%	$	25,857		$	23,444		$	2,413			10	%
Money market accounts		45,187			45,187			39,839			38,809			37,161			—			—			8,026			22			43,411			35,873			7,538			21
Regular savings		16,902			15,883			14,201			13,582			13,442			1,019			6			3,460			26			15,667			13,134			2,533			19
Term deposits		12,032			16,470			18,616			19,788			20,951			(4,438	)		(27	)		(8,919	)		(43	)		15,692			21,456			(5,764	)		(27	)

Total interest-bearing deposits		100,759			103,852			97,268			95,724			94,976			(3,093	)		(3	)		5,783			6			100,627			93,907			6,720			7
Short-term borrowed funds		240			222			644			504			600			18			8			(360	)		(60	)		368			720			(352	)		(49	)
FHLB advances		6			2,595			5,138			3,259			2,478			(2,589	)		(100	)		(2,472	)		(100	)		2,570			3,764			(1,194	)		(32	)
Senior debt		7,515			7,499			7,263			7,914			8,000			16			—			(485	)		(6	)		7,426			7,657			(231	)		(3	)
Subordinated debt and other debt		1,675			1,661			1,656			1,657			1,656			14			1			19			1			1,664			1,655			9			1

Total long-term borrowed funds		9,196			11,755			14,057			12,830			12,134			(2,559	)		(22	)		(2,938	)		(24	)		11,660			13,076			(1,416	)		(11	)

Total borrowed funds		9,436			11,977			14,701			13,334			12,734			(2,541	)		(21	)		(3,298	)		(26	)		12,028			13,796			(1,768	)		(13	)

Total interest-bearing liabilities		110,195			115,829			111,969			109,058			107,710			(5,634	)		(5	)		2,485			2			112,655			107,703			4,952			5
Total demand deposits		40,608			37,745			29,362			29,928			28,945			2,863			8			11,663			40			35,922			28,601			7,321			26
Other liabilities		4,374			4,086			4,053			3,819			3,789			288			7			585			15			4,172			3,637			535			15

TOTAL LIABILITIES		155,177			157,660			145,384			142,805			140,444			(2,483	)		(2	)		14,733			10			152,749			139,941			12,808			9

STOCKHOLDERS’ EQUITY		22,498			22,133			21,793			21,841			21,666			365			2			832			4			22,143			21,403			740			3

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	177,675		$	179,793		$	167,177		$	164,646		$	162,110		($	2,118	)		(1	%)	$	15,565			10	%	$	174,892		$	161,344		$	13,548			8	%

Memo: Total loans and leases, including loans held for sale	$	129,268		$	131,975		$	123,744		$	121,631		$	119,361		($	2,707	)		(2	%)	$	9,907			8	%	$	128,333		$	119,236		$	9,097			8	%
Total deposits (interest-bearing and demand)	$	141,367		$	141,597		$	126,630		$	125,652		$	123,921			($ 230	)		—	%	$	17,446			14	%	$	136,549		$	122,508		$	14,041			11	%
Total average tangible common equity	$	13,797		$	13,706		$	13,484		$	13,660		$	13,788		$	91			1	%	$	9			—	%	$	13,662		$	13,566		$	96			1	%

AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)


	QUARTERLY TRENDS																									FOR THE NINE MONTHS ENDED SEPTEMBER 30,
	3Q20					2Q20					1Q20					4Q19					3Q19					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		0.10	%	$	2		0.09	%	$	1		1.12	%	$	5		1.49	%	$	7		2.09	%	$	8		0.24	%	$	8		2.15	%	$	23

Taxable investment securities		2.07			121		2.15			130		2.32			147		2.47			159		2.38			153		2.18			398		2.53			483
Non-taxable investment securities		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—		2.60			—

Total investment securities		2.07			121		2.15			130		2.32			147		2.47			159		2.38			153		2.18			398		2.53			483

Investment securities and interest-bearing deposits					123					131					152					166					161					406					506

Commercial		3.20			383		3.23			412		3.82			417		3.95			424		4.17			442		3.40			1,212		4.35			1,373
Commercial real estate		2.57			96		2.87			106		3.96			139		4.26			142		4.70			155		3.12			341		4.86			486
Leases		2.65			16		2.75			16		2.83			18		2.77			18		2.85			19		2.74			50		2.86			59

Total commercial loans and leases		3.03			495		3.14			534		3.81			574		3.97			584		4.23			616		3.31			1,603		4.40			1,918

Residential mortgages		3.15			153		3.19			150		3.47			164		3.40			165		3.53			171		3.27			467		3.61			522
Home equity		3.21			100		3.50			111		4.69			152		4.73			159		5.24			178		3.81			363		5.26			541
Automobile		4.23			128		4.33			129		4.34			131		4.32			132		4.25			129		4.30			388		4.16			374
Education		4.74			130		5.21			145		5.64			149		5.76			143		5.89			141		5.19			424		5.94			412
Other retail		7.22			114		7.52			123		7.77			132		7.83			129		8.21			121		7.51			369		8.43			362

Total retail loans		4.08			625		4.31			658		4.75			728		4.72			728		4.88			740		4.38			2,011		4.92			2,211

Total loans and leases		3.54			1,120		3.69			1,192		4.29			1,302		4.36			1,312		4.56			1,356		3.84			3,614		4.67			4,129
Loans held for sale, at fair value		2.60			21		2.85			20		3.28			15		3.38			18		3.71			19		2.85			56		3.92			45
Other loans held for sale		1.56			16		4.66			7		4.31			9		3.89			5		6.42			2		3.15			32		6.41			8

Total interest-earning assets		3.15			1,280		3.33			1,350		3.91			1,478		3.98			1,501		4.15			1,538		3.45			4,108		4.26			4,688
INTEREST-BEARING LIABILITIES
Checking with interest		0.13			8		0.17			11		0.60			37		0.71			42		0.88			52		0.29			56		0.92			161
Money market accounts		0.28			33		0.35			39		0.94			93		1.12			110		1.24			116		0.51			165		1.27			340
Regular savings		0.24			10		0.39			15		0.51			18		0.52			17		0.59			20		0.37			43		0.59			58
Term deposits		1.25			38		1.44			59		1.70			79		1.88			94		2.05			109		1.49			176		2.07			333

Total interest-bearing deposits		0.35			89		0.48			124		0.94			227		1.09			263		1.24			297		0.58			440		1.27			892
Short-term borrowed funds		0.13			—		0.29			—		0.76			1		1.07			2		1.43			2		0.53			1		1.56			8
FHLB advances		1.42			—		0.86			6		1.87			24		1.98			16		1.92			12		1.53			30		2.51			72
Senior debt		1.84			35		2.25			42		2.69			49		3.02			60		3.21			65		2.25			126		3.38			194
Subordinated debt and other debt		4.67			19		4.22			18		4.13			17		4.20			17		4.13			17		4.34			54		4.09			51

Total long-term borrowed funds		2.35			54		2.22			66		2.56			90		2.91			93		3.07			94		2.39			210		3.22			317

Total borrowed funds		2.30			54		2.18			66		2.48			91		2.84			95		3.00			96		2.33			211		3.13			325

Total interest-bearing liabilities		0.52			143		0.66			190		1.14			318		1.30			358		1.45			393		0.77			651		1.51			1,217
INTEREST RATE SPREAD		2.63					2.67					2.77					2.68					2.70					2.68					2.75

NET INTEREST MARGIN AND NET INTEREST INCOME		2.82	%	$	1,137		2.87	%	$	1,160		3.09	%	$	1,160		3.04	%	$	1,143		3.10	%	$	1,145		2.93	%	$	3,457		3.18	%	$	3,471

NET INTEREST MARGIN AND NET INTEREST INCOME, FTE¹		2.83	%	$	1,140		2.88	%	$	1,163		3.10	%	$	1,164		3.06	%	$	1,147		3.12	%	$	1,150		2.93	%	$	3,467		3.19	%	$	3,488
Memo: Total deposit costs		0.25	%	$	89		0.35	%	$	124		0.72	%	$	227		0.83	%	$	263		0.95	%	$	297		0.43	%	$	440		0.97	%	$	892

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.

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
CONSUMER BANKING																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps		%
Net interest income	$	845		$	814		$	793		$	796		$	799		$	31			4	%	$	46			6	%	$	2,452		$	2,386		$	66		3	%
Noninterest income		495			428			357			296			336			67			16			159			47			1,280			860			420		49

Total revenue		1,340			1,242			1,150			1,092			1,135			98			8			205			18			3,732			3,246			486		15
Noninterest expense		742			735			738			718			718			7			1			24			3			2,215			2,133			82		4

Profit before provision for credit losses		598			507			412			374			417			91			18			181			43			1,517			1,113			404		36
Provision for credit losses		55			80			97			97			83			(25	)		(31	)		(28	)		(34	)		232			228			4		2

Income before income tax expense		543			427			315			277			334			116			27			209			63			1,285			885			400		45
Income tax expense		136			107			79			68			83			29			27			53			64			322			219			103		47

Net income	$	407		$	320		$	236		$	209		$	251		$	87			27	%	$	156			62	%	$	963		$	666		$	297		45	%

AVERAGE BALANCES
Total assets	$	73,605		$	71,634		$	68,415		$	68,069		$	66,365		$	1,971			3	%	$	7,240			11	%	$	71,227		$	65,624		$	5,603		9	%
Total loans and leases¹		69,719			68,205			65,343			65,157			63,553			1,514			2			6,166			10			67,763			62,803			4,960		8
Deposits		94,212			91,648			85,228			85,477			85,595			2,564			3			8,617			10			90,377			84,619			5,758		7
Interest-earning assets		69,925			68,256			65,393			65,208			63,605			1,669			2			6,320			10			67,866			62,856			5,010		8
KEY METRICS
Net interest margin		4.81	%		4.80	%		4.88	%		4.85	%		4.99	%		1 bps						(18) bps						4.83	%		5.08	%		(25) bps
Efficiency ratio		55.35			59.19			64.16			65.74			63.28			(384) bps						(793) bps						59.34			65.71			(637) bps
Loans-to-deposits ratio (period-end balances)		70.61			69.17			72.94			74.15			73.61			144 bps						(300) bps						70.61			73.61			(300) bps
Loans-to-deposits ratio (average balances)		69.88			71.59			74.07			73.37			72.11			(171) bps						(223) bps						71.77			72.62			(85) bps
Return on average total tangible assets		2.21			1.80			1.39			1.22			1.50			41 bps						71 bps						1.81			1.36			45 bps

¹	Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING, CONTINUED

(in millions, except ratio data)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
MORTGAGE BANKING FEES
Production revenue	$	275		$	271		$	136		$	61		$	80		$	4			1	%	$	195			244	%	$	682		$	160		$	522			NM
Mortgage servicing revenue		2			9			17			16			12			(7	)		(78	)		(10	)		(83	)		28			35			(7	)		(20	)
MSR valuation changes, net of hedge impact		10			(4	)		6			4			25			14			NM			(15	)		(60	)		12			27			(15	)		(56	)

Total mortgage banking fees	$	287		$	276		$	159		$	81		$	117		$	11			4	%	$	170			145	%	$	722		$	222		$	500			225	%

Gain on sale of secondary originations		3.04	%		3.09	%		2.36	%		0.98	%		1.40	%		(5	) bps					164 bps						2.89	%		1.28	%		161 bps

RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$	4,300		$	3,882		$	2,523		$	3,196		$	2,771		$	418			11	%	$	1,529			55	%	$	10,705		$	6,199		$	4,506			73	%
Third Party		6,811			7,388			4,813			5,750			5,080			(577	)		(8	)		1,731			34			19,012			11,261			7,751			69

Total	$	11,111		$	11,270		$	7,336		$	8,946		$	7,851		($	159	)		(1	%)	$	3,260			42	%	$	29,717		$	17,460		$	12,257			70	%

Originated for sale		82	%		81	%		83	%		80	%		80	%		100	bps					200	bps					82	%		80	%		200	bps
Originated for investment		18			19			17			20			20			(100	)bps					(200	)bps					18			20			(200	)bps

Total		100	%		100	%		100	%		100	%		100	%														100	%		100	%

MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$	80,700		$	79,942		$	79,157		$	77,526		$	74,610		$	758			1	%	$	6,090			8	%	$	80,700		$	74,610		$	6,090			8	%
Owned loans serviced		22,193			21,642			21,057			20,831			19,969			551			3			2,224			11			22,193			19,969			2,224			11

Total	$	102,893		$	101,584		$	100,214		$	98,357		$	94,579		$	1,309			1	%	$	8,314			9	%	$	102,893		$	94,579		$	8,314			9	%

MSR CARRYING VALUE¹
MSR at fair value	$	606		$	568		$	577		$	642		$	510		$	38			7	%	$	96			19	%	$	606		$	510		$	96			19	%
MSR at lower of cost or market		—			—			—			182			177			—			—			(177	)		(100	)		—			177			(177	)		(100	)

Total	$	606		$	568		$	577		$	824		$	687		$	38			7	%	($	81	)		(12	%)	$	606		$	687		($	81	)		(12	%)

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.

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
COMMERCIAL BANKING																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
Net interest income	$	421		$	419		$	365		$	363		$	360		$	2			—	%	$	61			17	%	$	1,205		$	1,103		$	102			9	%
Noninterest income		144			144			125			175			133			—			—			11			8			413			432			(19	)		(4	)

Total revenue		565			563			490			538			493			2			—			72			15			1,618			1,535			83			5
Noninterest expense		210			213			221			219			213			(3	)		(1	)		(3	)		(1	)		644			639			5			1

Profit before provision for credit losses		355			350			269			319			280			5			1			75			27			974			896			78			9
Provision for credit losses		161			70			43			24			27			91			130			134			NM			274			73			201			NM

Income before income tax expense		194			280			226			295			253			(86	)		(31	)		(59	)		(23	)		700			823			(123	)		(15	)
Income tax expense		41			59			47			64			57			(18	)		(31	)		(16	)		(28	)		147			184			(37	)		(20	)

Net income	$	153		$	221		$	179		$	231		$	196		($	68	)		(31	%)	($	43	)		(22	%)	$	553		$	639		($	86	)		(13	%)

AVERAGE BALANCES
Total assets	$	60,889		$	65,280		$	59,005		$	56,407		$	55,614	)	($	4,391	)		(7	%)	$	5,275			9	%	$	61,722		$	55,793		$	5,929			11	%
Total loans and leases¹		57,796			62,011			56,555			54,523			53,814			(4,215	)		(7	)		3,982			7			58,784			54,299			4,485			8
Deposits		41,393			41,750			33,545			32,715			31,491			(357	)		(1	)		9,902			31			38,905			30,535			8,370			27
Interest-earning assets		58,177			62,422			57,016			54,905			54,087			(4,245	)		(7	)		4,090			8			59,201			54,585			4,616			8
KEY METRICS
Net interest margin		2.88	%		2.70	%		2.57	%		2.62	%		2.64	%		18	bps					24	bps					2.72	%		2.70	%		2	bps
Efficiency ratio		37.03			37.93			45.06			40.60			43.35			(90	)bps					(632	)bps					39.77			41.65			(188	)bps
Loans-to-deposits ratio (period-end balances)		129.43			140.79			164.10			165.24			163.62			(1,136	)bps					(3,419	)bps					129.43			163.62			(3,419	)bps
Loans-to-deposits ratio (average balances)		138.48			147.03			167.18			165.80			170.01			(855	)bps					(3,153	)bps					149.74			176.75			(2,701	)bps
Return on average total tangible assets		1.01			1.36			1.22			1.63			1.40			(35	)bps					(39	)bps					1.20			1.53			(33	)bps

¹	Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
OTHER¹																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$			%			$			%									$			%
Net interest income	($	129	)	($	73	)	$	2		($	16	)	($	14	)	($	56	)		(77	%)	($	115	)		NM		($	200	)	($	18	)	($	182	)		NM
Noninterest income		15			18			15			23			24			(3	)		(17	)		(9	)		(38	)		48			91			(43	)		(47	)

Total revenue		(114	)		(55	)		17			7			10			(59	)		(107	)		(124	)		NM			(152	)		73			(225	)		NM
Noninterest expense		36			31			53			49			42			5			16			(6	)		(14	)		120			89			31			35

Loss before provision for credit losses		(150	)		(86	)		(36	)		(42	)		(32	)		(64	)		(74	)		(118	)		NM			(272	)		(16	)		(256	)		NM
Provision for credit losses		212			314			460			(11	)		(9	)		(102	)		(32	)		221			NM			986			(18	)		1,004			NM

(Loss) income before income tax benefit		(362	)		(400	)		(496	)		(31	)		(23	)		38			10			(339	)		NM			(1,258	)		2			(1,260	)		NM
Income tax benefit		(116	)		(112	)		(115	)		(41	)		(25	)		(4	)		(4	)		(91	)		NM			(343	)		(34	)		(309	)		NM

Net (loss) income	($	246	)	($	288	)	($	381	)	$	10		$	2		$	42			15	%	($	248	)		NM		($	915	)	$	36		($	951	)		NM

AVERAGE BALANCES
Total assets	$	43,181		$	42,879		$	39,757		$	40,170		$	40,131		$	302			1	%	$	3,050			8	%	$	41,943		$	39,927		$	2,016			5	%
Total loans and leases²		1,753			1,759			1,846			1,951			1,994			(6	)		—			(241	)		(12	)		1,785			2,134			(349	)		(16	)
Deposits		5,762			8,199			7,857			7,460			6,835			(2,437	)		(30	)		(1,073	)		(16	)		7,267			7,354			(87	)		(1	)
Interest-earning assets		32,074			31,712			28,537			28,798			28,783			362			1			3,291			11			30,779			28,666			2,113			7

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.

CREDIT-RELATED INFORMATION

(in millions, except ratio data)


	AS OF															SEPTEMBER 30, 2020 CHANGE
	Sept 30, 2020			June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sept 30, 2019			June 30, 2020						September 30, 2019
																$/bps			%			$/bps			%
NONACCRUAL LOANS AND LEASES¹
Commercial	$	435		$	366		$	305		$	240		$	228		$	69			19	%	$	207			91	%
Commercial real estate		323			61			8			2			49			262			NM			274			NM
Leases		2			79			1			3			4			(77	)		(97	)		(2	)		(50	)

Total commercial loans and leases		760			506			314			245			281			254			50			479			170
Residential mortgages²		131			112			101			93			91			19			17			40			44
Home equity		265			254			242			246			247			11			4			18			7
Automobile		80			67			69			67			69			13			19			11			16
Education		16			18			21			18			17			(2	)		(11	)		(1	)		(6	)
Other retail		25			33			33			34			32			(8	)		(24	)		(7	)		(22	)

Total retail loans		517			484			466			458			456			33			7			61			13

Nonaccrual loans and leases		1,277			990			780			703			737			287			29			540			73

Repossessed assets		27			33			44			45			40			(6	)		(18	)		(13	)		(33	)

Nonaccrual loans and leases and repossessed assets	$	1,304		$	1,023		$	824		$	748		$	777		$	281			27	%	$	527			68	%

NONACCRUAL LOANS AND LEASES BY PRODUCT³
Commercial	$	760		$	506		$	314		$	245		$	281		$	254			50	%	$	479			170	%
Retail		544			517			510			503			496			27			5			48			10

Total nonaccrual loans and leases	$	1,304		$	1,023		$	824		$	748		$	777		$	281			27	%	$	527			68	%


ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases		2.05	%		1.95	%		1.70	%		1.05	%		1.07	%		10 bps						98 bps
Allowance for credit losses to loans and leases		2.21			2.01			1.73			1.09			1.11			20						110
Allowance for loan and lease losses to nonaccrual and leases		199.04			247.40			278.51			177.99			171.39			NM						NM
Allowance for credit losses to nonaccrual loans and leases		214.22			255.39			283.48			184.31			177.42			NM						NM
Nonaccrual loans and leases to loans and leases		1.03			0.79			0.61			0.59			0.63			24						40

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.

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.

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)


	AS OF										SEPTEMBER 30, 2020 CHANGE
	Sept 30, 2020		June 30, 2020		Mar 31, 2020		Dec 31, 2019		Sept 30, 2019		June 30, 2020						September 30, 2019
											$/bps			%			$/bps			%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial	$	3	$	33	$	—	$	2	$	1	($	30	)		(91	%)	$	2			200	%
Commercial real estate		—		—		—		—		—		—			—			—			—
Leases		—		—		—		—		1		—			—			(1	)		(100	)

Total commercial loans and leases		3		33		—		2		2		(30	)		(91	)		1			50
Residential mortgages		17		13		14		13		15		4			31			2			13
Home equity		—		—		—		—		—		—			—			—			—
Automobile		—		—		—		—		—		—			—			—			—
Education		2		2		2		2		3		—			—			(1	)		(33	)
Other retail		6		7		11		8		10		(1	)		(14	)		(4	)		(40	)

Total retail loans		25		22		27		23		28		3			14			(3	)		(11	)

Total loans and leases	$	28	$	55	$	27	$	25	$	30	($	27	)		(49	%)	($	2	)		(7	%)

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)


	QUARTERLY TRENDS																										FOR THE NINE MONTHS ENDED SEPTEMBER 30,
															3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19		3Q19			2Q20						3Q19						2020			2019			2019
															$			%			$			%									$			%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial	$	81		$	68		$	47		$	24	$	20		$	13			19	%	$	61			NM		$	196		$	63		$	133			211	%
Commercial real estate		42			—			—			9		10			42			100			32			NM			42			30			12			40
Leases		48			6			—			1		5			42			NM			43			NM			54			13			41			NM

Total commercial loans and leases		171			74			47			34		35			97			131			136			NM			292			106			186			175
Residential mortgages		2			2			1			2		2			—			—			—			—			5			6			(1	)		(17	)
Home equity		6			6			8			10		11			—			—			(5	)		(45	)		20			29			(9	)		(31	)
Automobile		22			31			39			38		37			(9	)		(29	)		(15	)		(41	)		92			105			(13	)		(12	)
Education		9			14			18			20		18			(5	)		(36	)		(9	)		(50	)		41			52			(11	)		(21	)
Other retail		47			53			61			58		56			(6	)		(11	)		(9	)		(16	)		161			155			6			4

Total retail loans		86			106			127			128		124			(20	)		(19	)		(38	)		(31	)		319			347			(28	)		(8	)

Total gross charge-offs	$	257		$	180		$	174		$	162	$	159		$	77			43	%	$	98			62	%	$	611		$	453		$	158			35	%

GROSS RECOVERIES
Commercial	$	1		$	3		$	3		$	7	$	3		($	2	)		(67	%)	($	2	)		(67	%)	$	7		$	17		($	10	)		(59	%)
Commercial real estate		—			—			—			—		—			—			—			—			—			—			—			—			—
Leases		—			—			—			—		—			—			—			—			—			—			—			—			—

Total commercial loans and leases		1			3			3			7		3			(2	)		(67	)		(2	)		(67	)		7			17			(10	)		(59	)
Residential mortgages		2			1			1			1		1			1			100			1			100			4			8			(4	)		(50	)
Home equity		8			8			11			10		12			—			—			(4	)		(33	)		27			39			(12	)		(31	)
Automobile		15			11			12			11		15			4			36			—			—			38			46			(8	)		(17	)
Education		4			4			4			4		4			—			—			—			—			12			12			—			—
Other retail		8			6			6			7		11			2			33			(3	)		(27	)		20			23			(3	)		(13	)

Total retail loans		37			30			34			33		43			7			23			(6	)		(14	)		101			128			(27	)		(21	)

Total gross recoveries	$	38		$	33		$	37		$	40	$	46		$	5			15	%	($	8	)		(17	%)	$	108		$	145		($	37	)		(26	%)

NET CHARGE-OFFS (RECOVERIES)
Commercial	$	80		$	65		$	44		$	17	$	17		$	15			23	%	$	63			NM		$	189		$	46		$	143			NM
Commercial real estate		42			—			—			9		10			42			100			32			NM			42			30			12			40
Leases		48			6			—			1		5			42			NM			43			NM			54			13			41			NM

Total commercial loans and leases		170			71			44			27		32			99			139			138			NM			285			89			196			220
Residential mortgages		—			1			—			1		1			(1	)		(100	)		(1	)		(100	)		1			(2	)		3			NM
Home equity		(2	)		(2	)		(3	)		—		(1	)		—			—			(1	)		(100	)		(7	)		(10	)		3			30
Automobile		7			20			27			27		22			(13	)		(65	)		(15	)		(68	)		54			59			(5	)		(8	)
Education		5			10			14			16		14			(5	)		(50	)		(9	)		(64	)		29			40			(11	)		(28	)
Other retail		39			47			55			51		45			(8	)		(17	)		(6	)		(13	)		141			132			9			7

Total retail loans		49			76			93			95		81			(27	)		(36	)		(32	)		(40	)		218			219			(1	)		—

Total net charge-offs	$	219		$	147		$	137		$	122	$	113		$	72			49	%	$	106			94	%	$	503		$	308		$	195			63	%

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)


	QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																3Q20 Change																		2020 Change
	3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																$/bps			%			$/bps			%									$/bps			%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial		0.68	%		0.52	%		0.41	%		0.16	%		0.16	%		16 bps						52 bps						0.54	%		0.15	%		39 bps
Commercial real estate		1.13			—			—			0.26			0.31			113 bps						82 bps						0.39			0.30			9 bps
Leases		7.99			1.03			0.07			0.19			0.80			696 bps						719 bps						2.99			0.64			235 bps
Total commercial loans and leases		1.06			0.42			0.30			0.19			0.22			64 bps						84 bps						0.60			0.21			39 bps
Residential mortgages		—			0.02			0.01			0.02			0.01			(2) bps						(1) bps						0.01			(0.01	)		2 bps
Home equity		(0.10	)		(0.05	)		(0.10	)		0.02			(0.04	)		(5) bps						(6) bps						(0.08	)		(0.10	)		2 bps
Automobile		0.24			0.68			0.88			0.85			0.74			(44) bps						(50) bps						0.60			0.67			(7) bps
Education		0.21			0.34			0.55			0.65			0.58			(13) bps						(37) bps						0.36			0.57			(21) bps
Other retail		2.46			2.93			3.21			3.09			3.08			(47) bps						(62) bps						2.88			3.08			(20) bps
Total retail loans		0.32			0.50			0.61			0.61			0.53			(18) bps						(21) bps						0.48			0.49			(1) bps
Total loans and leases		0.70	%		0.46	%		0.46	%		0.41	%		0.38	%		24 bps						32 bps						0.54	%		0.35	%		19 bps
Memo: Average loans
Commercial	$	46,844		$	50,443		$	43,152		$	42,012		$	41,476		($	3,599	)		(7	%)	$	5,368			13	%	$	46,813		$	41,597		$	5,216			13	%
Commercial real estate		14,644			14,540			13,876			13,103			12,892			104			1			1,752			14			14,354			13,179			1,175			9
Leases		2,373			2,426			2,482			2,546			2,615			(53	)		(2	)		(242	)		(9	)		2,427			2,744			(317	)		(12	)

Total commercial loans and leases		63,861			67,409			59,510			57,661			56,983			(3,548	)		(5	)		6,878			12			63,594			57,520			6,074			11
Residential mortgages		19,427			18,872			18,866			19,495			19,405			555			3			22			—			19,056			19,245			(189	)		(1	)
Home equity		12,416			12,736			13,042			13,265			13,501			(320	)		(3	)		(1,085	)		(8	)		12,730			13,774			(1,044	)		(8	)
Automobile		12,019			11,998			12,173			12,099			12,036			21			—			(17	)		—			12,063			12,030			33			—
Education		10,929			11,183			10,610			9,888			9,459			(254	)		(2	)		1,470			16			10,908			9,256			1,652			18
Other retail		6,260			6,557			6,854			6,497			5,873			(297	)		(5	)		387			7			6,556			5,736			820			14

Total retail loans		61,051			61,346			61,545			61,244			60,274			(295	)		—			777			1			61,313			60,041			1,272			2

Total loans and leases	$	124,912		$	128,755		$	121,055		$	118,905		$	117,257		($	3,843	)		(3	%)	$	7,655			7	%	$	124,907		$	117,561		$	7,346			6	%

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)


	QUARTERLY TRENDS																										FOR THE NINE MONTHS ENDED SEPTEMBER 30,
															3Q20 Change																		2020 Change
	3Q20		2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
															$			%			$			%									$			%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$	2,448	$	2,171		$	1,252		$	1,263		$	1,227		$	277			13	%	$	1,221			100	%	$	1,252		$	1,242		$	10			1	%
Cumulative effect of change in accounting principle:
Commercial		—		—			(176	)		—			—			—			—			—			—			(176	)		—			(176	)		(100	)
Retail		—		—			629			—			—			—			—			—			—			629			—			629			100

Total cumulative effect of change in accounting principle		—		—			453			—			—			—			—			—			—			453			—			453			100

Allowance for loan and lease losses - beginning, adjusted		2,448		2,171			1,705			1,263			1,227			277			13			1,221			100			1,705			1,242			463			37
Charge-offs:
Commercial		171		74			47			34			35			97			131			136			NM			292			106			186			175
Retail		86		106			127			128			124			(20	)		(19	)		(38	)		(31	)		319			347			(28	)		(8	)

Total charge-offs		257		180			174			162			159			77			43			98			62			611			453			158			35
Recoveries:
Commercial		1		3			3			7			3			(2	)		(67	)		(2	)		(67	)		7			17			(10	)		(59	)
Retail		37		30			34			33			43			7			23			(6	)		(14	)		101			128			(27	)		(21	)

Total recoveries		38		33			37			40			46			5			15			(8	)		(17	)		108			145			(37	)		(26	)

Net charge-offs		219		147			137			122			113			72			49			106			94			503			308			195			63
Provision for loan and lease losses:
Commercial		224		554			298			(11	)		64			(330	)		(60	)		160			250			1,076			111			965			NM
Retail		89		(130	)		305			122			85			219			NM			4			5			264			218			46			21

Total provision for loan and lease losses		313		424			603			111			149			(111	)		(26	)		164			110			1,340			329			1,011			NM

Allowance for loan and lease losses - ending	$	2,542	$	2,448		$	2,171		$	1,252		$	1,263		$	94			4	%	$	1,279			101	%	$	2,542		$	1,263		$	1,279			101	%

Reserve for unfunded lending commitments -beginning	$	79	$	39		$	44		$	45		$	93		$	40			103	%	($	14	)		(15	%)	$	44		$	91		($	47	)		(52	%)
Cumulative effect of change in accounting principle		—		—			(2	)		—			—			—			—			—			—			(2	)		—			(2	)		—
Provision for unfunded lending commitments		115		40			(3	)		(1	)		(48	)		75			188			163			NM			152			(46	)		198			NM

Reserve for unfunded lending commitments - ending	$	194	$	79		$	39		$	44		$	45		$	115			146	%	$	149			NM		$	194		$	45		$	149			NM

Total allowance for credit losses - ending	$	2,736	$	2,527		$	2,210		$	1,296		$	1,308		$	209			8	%	$	1,428			109	%	$	2,736		$	1,308		$	1,428			109	%

Memo: Total allowance for credit losses by product
Commercial	$	1,441	$	1,304		$	790		$	718		$	757		$	137			11	%	$	684			90	%	$	1,441		$	757		$	684			90	%
Retail		1,295		1,223			1,420			578			551			72			6			744			135			1,295			551			744			135

Total allowance for credit losses	$	2,736	$	2,527		$	2,210		$	1,296		$	1,308		$	209			8	%	$	1,428			109	%	$	2,736		$	1,308		$	1,428			109	%

CAPITAL AND RATIOS

(in millions, except ratio data)


	AS OF																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																SEPTEMBER 30, 2020 CHANGE																2020 Change
	Sept 30, 2020			June 30, 2020			Mar 31, 2020			Dec 31, 2019			Sept 30, 2019			June 30, 2020						September 30, 2019						2020		2019					2019
																$			%			$			%							$			%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$	14,345		$	14,154		$	14,007		$	14,304		$	14,416		$	191			1	%	($	71	)		—	%
Tier 1 capital		16,310			16,119			15,577			15,874			15,549			191			1			761			5
Total capital		19,427			19,319			18,592			18,542			18,237			108			1			1,190			7
Risk-weighted assets		146,131			147,260			148,946			142,915			140,136			(1,129	)		(1	)		5,995			4
Adjusted average assets¹		171,938			174,017			161,715			158,782			156,355			(2,079	)		(1	)		15,583			10
CET1 capital ratio		9.8	%		9.6	%		9.4	%		10.0	%		10.3	%
Tier 1 capital ratio		11.2			10.9			10.5			11.1			11.1
Total capital ratio		13.3			13.1			12.5			13.0			13.0
Tier 1 leverage ratio		9.5			9.3			9.6			10.0			9.9
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders’ equity	$	20,504		$	20,453		$	20,380		$	20,631		$	20,718		$	51			—	%	($	214	)		(1	%)	$	20,504	$	20,718	($	214	)		(1	%)
Less: Goodwill		7,050			7,050			7,050			7,044			7,044			—			—			6			—			7,050		7,044		6			—
Less: Other intangible assets		60			63			66			68			71			(3	)		(5	)		(11	)		(15	)		60		71		(11	)		(15	)
Add: Deferred tax liabilities²		377			376			375			374			373			1			—			4			1			377		373		4			1

Total tangible common equity	$	13,771		$	13,716		$	13,639		$	13,893		$	13,976		$	55			—	%	($	205	)		(1	%)	$	13,771	$	13,976	($	205	)		(1	%)

TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders’ equity	$	20,534		$	20,446		$	20,223		$	20,400		$	20,533		$	88			—	%	$	1			—	%	$	20,401	$	20,300	$	101			—	%
Less: Goodwill		7,050			7,050			7,046			7,044			7,044			—			—			6			—			7,049		7,034		15			—
Less: Other intangible assets		62			65			67			69			73			(3	)		(5	)		(11	)		(15	)		65		71		(6	)		(8	)
Add: Deferred tax liabilities²		375			375			374			373			372			—			—			3			1			375		371		4			1

Total tangible common equity	$	13,797		$	13,706		$	13,484		$	13,660		$	13,788		$	91			1	%	$	9			—	%	$	13,662	$	13,566	$	96			1	%

INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$	7,050		$	7,050		$	7,050		$	7,044		$	7,044		$	—			—	%	$	6			—	%	$	7,050	$	7,044	$	6			—	%
Other intangible assets		60			63			66			68			71			(3	)		(5	)		(11	)		(15	)		60		71		(11	)		(15	)

Total intangible assets	$	7,110		$	7,113		$	7,116		$	7,112		$	7,115		($	3	)		—	%	($	5	)		—	%	$	7,110	$	7,115	($	5	)		—	%

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.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Non-GAAP Financial Measures

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


		QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																	3Q20 Change																		2020 Change
		3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																	$			%			$			%									$			%
Total revenue, Underlying:
Total revenue (GAAP)	A	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2	%	$	153			9	%	$	5,198		$	4,854		$	344			7	%
Less: Notable items			—			—			—			—			—			—			—			—			—			—			—			—			—

Total revenue, Underlying (non-GAAP)	B	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2	%	$	153			9	%	$	5,198		$	4,854		$	344			7	%

Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$	988		$	979		$	1,012		$	986		$	973		$	9			1	%	$	15			2	%	$	2,979		$	2,861		$	118			4	%
Less: Notable items			31			19			33			37			19			12			63			12			63			83			31			52			168

Noninterest expense, Underlying (non-GAAP)	D	$	957		$	960		$	979		$	949		$	954		($	3	)		—	%	$	3			—	%	$	2,896		$	2,830		$	66			2	%

Pre-provision profit:
Total revenue (GAAP)	A	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2	%	$	153			9	%	$	5,198		$	4,854		$	344			7	%
Less: Noninterest expense (GAAP)	C		988			979			1,012			986			973			9			1			15			2			2,979			2,861			118			4

Pre-provision profit (GAAP)		$	803		$	771		$	645		$	651		$	665		$	32			4	%	$	138			21	%	$	2,219		$	1,993		$	226			11	%

Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2	%	$	153			9	%	$	5,198		$	4,854		$	344			7	%
Less: Noninterest expense, Underlying (non-GAAP)	D		957			960			979			949			954			(3	)		—			3			—			2,896			2,830			66			2

Pre-provision profit, Underlying (non-GAAP)		$	834		$	790		$	678		$	688		$	684		$	44			6	%	$	150			22	%	$	2,302		$	2,024		$	278			14	%

Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$	375		$	307		$	45		$	541		$	564		$	68			22	%	($	189	)		(34	%)	$	727		$	1,710		($	983	)		(57	%)
Less: Expense before income tax benefit related to notable items			(31	)		(19	)		(33	)		(37	)		(19	)		(12	)		(63	)		(12	)		(63	)		(83	)		(31	)		(52	)		(168	)

Income before income tax expense, Underlying (non-GAAP)	F	$	406		$	326		$	78		$	578		$	583		$	80			25	%	($	177	)		(30	%)	$	810		$	1,741		($	931	)		(53	%)

Income tax expense, Underlying:
Income tax expense (GAAP)	G	$	61		$	54		$	11		$	91		$	115		$	7			13	%	($	54	)		(47	%)	$	126		$	369		($	243	)		(66	%)
Less: Income tax benefit related to notable items			(7	)		(9	)		(8	)		(33	)		(15	)		2			22			8			53			(24	)		(18	)		(6	)		(33	)

Income tax expense, Underlying (non-GAAP)	H	$	68		$	63		$	19		$	124		$	130		$	5			8	%	($	62	)		(48	%)	$	150		$	387		($	237	)		(61	%)

Net income, Underlying:
Net income (GAAP)	I	$	314		$	253		$	34		$	450		$	449		$	61			24	%	($	135	)		(30	%)	$	601		$	1,341		($	740	)		(55	%)
Add: Notable items, net of income tax benefit			24			10			25			4			4			14			140			20			NM			59			13			46			NM

Net income, Underlying (non-GAAP)	J	$	338		$	263		$	59		$	454		$	453		$	75			29	%	($	115	)		(25	%)	$	660		$	1,354		($	694	)		(51	%)

Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$	289		$	225		$	12		$	427		$	432		$	64			28	%	($	143	)		(33	%)	$	526		$	1,291		($	765	)		(59	%)
Add: Notable items, net of income tax benefit			24			10			25			4			4			14			140			20			NM			59			13			46			NM

Net income available to common stockholders, Underlying (non-GAAP)	L	$	313		$	235		$	37		$	431		$	436		$	78			33	%	($	123	)		(28	%)	$	585		$	1,304		($	719	)		(55	%)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


		QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																	3Q20 Change																		2020 Change
		3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						2020			2019			2019
																	$/bps			%			$/bps			%									$/bps			%
Operating leverage:
Total revenue (GAAP)	A	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2.36	%	$	153			9.29	%	$	5,198		$	4,854		$	344			7.07	%
Less: Noninterest expense (GAAP)	C		988			979			1,012			986			973			9			1.02			15			1.52			2,979			2,861			118			4.12

Operating leverage																					1.34	%					7.77	%											2.95	%

Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$	1,791		$	1,750		$	1,657		$	1,637		$	1,638		$	41			2.36	%	$	153			9.29	%	$	5,198		$	4,854		$	344			7.07	%
Less: Noninterest expense, Underlying (non-GAAP)	D		957			960			979			949			954			(3	)		(0.28	)		3			0.32			2,896			2,830			66			2.32

Operating leverage, Underlying (non-GAAP)																					2.64	%					8.97	%											4.75	%

Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A		55.18	%		55.91	%		61.10	%		60.28	%		59.40	%		(73) bps						(422) bps						57.31	%		58.94	%		(163) bps
Efficiency ratio, Underlying (non-GAAP)	D/B		53.44			54.85			59.08			58.02			58.22			(141) bps						(478) bps						55.72			58.30			(258) bps
Effective income tax rate and effective income tax rate,
Underlying:
Effective income tax rate	G/E		16.10	%		17.69	%		24.13	%		16.76	%		20.46	%		(159) bps						(436) bps						17.27	%		21.58	%		(431) bps
Effective income tax rate, Underlying (non-GAAP)	H/F		16.79			19.36			24.52			21.52			22.29			(257) bps						(550) bps						18.57			22.20			(363) bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$	20,534		$	20,446		$	20,223		$	20,400		$	20,533		$	88			—	%	$	1			—	%	$	20,401		$	20,300		$	101			—	%
Return on average common equity	K/M		5.60	%		4.44	%		0.24	%		8.30	%		8.35	%		116 bps						(275) bps						3.45	%		8.50	%		(505) bps
Return on average common equity, Underlying (non-GAAP)	L/M		6.05			4.63			0.74			8.36			8.45			142 bps						(240) bps						3.83			8.59			(476) bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$	20,534		$	20,446		$	20,223		$	20,400		$	20,533		$	88			—	%	$	1			—	%	$	20,401		$	20,300		$	101			—	%
Less: Average goodwill (GAAP)			7,050			7,050			7,046			7,044			7,044			—			—			6			—			7,049			7,034			15			—
Less: Average other intangibles (GAAP)			62			65			67			69			73			(3	)		(5	)		(11	)		(15	)		65			71			(6	)		(8	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			375			374			373			372			—			—			3			1			375			371			4			1

Average tangible common equity	N	$	13,797		$	13,706		$	13,484		$	13,660		$	13,788		$	91			1	%	$	9			—	%	$	13,662		$	13,566		$	96			1	%

Return on average tangible common equity	K/N		8.33	%		6.62	%		0.36	%		12.39	%		12.44	%		171 bps						(411) bps						5.15	%		12.72	%		(757) bps
Return on average tangible common equity, Underlying (non-
GAAP)	L/N		9.00			6.90			1.10			12.49			12.58			210 bps						(358) bps						5.71			12.86			(715) bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$	177,675		$	179,793		$	167,177		$	164,646		$	162,110		($	2,118	)		(1	%)	$	15,565			10	%	$	174,892		$	161,344		$	13,548			8	%
Return on average total assets	I/O		0.70	%		0.57	%		0.08	%		1.08	%		1.10	%		13 bps						(40) bps						0.46	%		1.11	%		(65) bps
Return on average total assets, Underlying (non-GAAP)	J/O		0.76			0.59			0.14			1.09			1.11			17 bps						(35) bps						0.50			1.12			(62) bps

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


		QUARTERLY TRENDS																											FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																	3Q20 Change																		2020 Change
		3Q20			2Q20			1Q20			4Q19			3Q19			2Q20						3Q19						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	$	177,675		$	179,793		$	167,177		$	164,646		$	162,110		($	2,118	)		(1	%)	$	15,565			10	%	$	174,892		$	161,344		$	13,548			8	%
Less: Average goodwill (GAAP)			7,050			7,050			7,046			7,044			7,044			—			—			6			—			7,049			7,034			15			—
Less: Average other intangibles (GAAP)			62			65			67			69			73			(3	)		(5	)		(11	)		(15	)		65			71			(6	)		(8	)
Add: Average deferred tax liabilities related to goodwill (GAAP)			375			375			374			373			372			—			—			3			1			375			371			4			1

Average tangible assets	Q	$	170,938		$	173,053		$	160,438		$	157,906		$	155,365		($	2,115	)		(1	%)	$	15,573			10	%	$	168,153		$	154,610		$	13,543			9	%

Return on average total tangible assets	I/Q		0.73	%		0.59	%		0.09	%		1.13	%		1.15	%		14 bps						(42) bps						0.48	%		1.16	%		(68	) bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q		0.79			0.61			0.15			1.14			1.16			18 bps						(37) bps						0.52			1.17			(65	) bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	R		427,073,084			426,824,594			426,586,533			433,121,083			443,913,525			248,490			—	%		(16,840,441	)		(4	%)		427,073,084			443,913,525			(16,840,441	)		(4	%)
Common stockholders’ equity (GAAP)		$	20,504		$	20,453		$	20,380		$	20,631		$	20,718		$	51			—		($	214	)		(1	)	$	20,504		$	20,718		($	214	)		(1	)
Less: Goodwill (GAAP)			7,050			7,050			7,050			7,044			7,044			—			—			6			—			7,050			7,044			6			—
Less: Other intangible assets (GAAP)			60			63			66			68			71			(3	)		(5	)		(11	)		(15	)		60			71			(11	)		(15	)
Add: Deferred tax liabilities related to goodwill (GAAP)			377			376			375			374			373			1			—			4			1			377			373			4			1

Tangible common equity	S	$	13,771		$	13,716		$	13,639		$	13,893		$	13,976		$	55			—	%	($	205	)		(1	%)	$	13,771		$	13,976		($	205	)		(1	%)

Tangible book value per common share	S/R	$	32.24		$	32.13		$	31.97		$	32.08		$	31.48		$	0.11			—	%	$	0.76			2	%	$	32.24		$	31.48		$	0.76			2	%
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		426,846,096			426,613,053			427,718,421			434,684,606			445,703,987			233,043			—	%		(18,857,891	)		(4	%)		427,058,412			454,802,186			(27,743,774	)		(6	%)
Average common shares outstanding -diluted (GAAP)	U		427,992,349			427,566,920			429,388,855			436,500,829			447,134,595			425,429			—			(19,142,246	)		(4	)		428,142,358			456,218,755			(28,076,397	)		(6	)
Net income per average common share - basic (GAAP)	K/T	$	0.68		$	0.53		$	0.03		$	0.98		$	0.97		$	0.15			28		($	0.29	)		(30	)	$	1.23		$	2.84		($	1.61	)		(57	)
Net income per average common share - diluted (GAAP)	K/U		0.68			0.53			0.03			0.98			0.97			0.15			28			(0.29	)		(30	)		1.23			2.83			(1.60	)		(57	)
Net income per average common share - basic, Underlying (non-GAAP)	L/T		0.73			0.55			0.09			0.99			0.98			0.18			33			(0.25	)		(26	)		1.37			2.87			(1.50	)		(52	)
Net income per average common share - diluted, Underlying (non-
GAAP)	L/U		0.73			0.55			0.09			0.99			0.98			0.18			33			(0.25	)		(26	)		1.37			2.86			(1.49	)		(52	)
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	V	$	0.39		$	0.39		$	0.39		$	0.36		$	0.36		$	—			—	%	$	0.03			8	%	$	1.17		$	1.00		$	0.17			17	%
Dividend payout ratio	V/(K/T)		58	%		74	%		1,398	%		37	%		37	%		(1,617) bps						2,051 bps						95	%		35	%		5,970 bps
Dividend payout ratio, Underlying (non-GAAP)	V/(L/T)		53			71			451			36			37			(1,742) bps						1,659 bps						85			35			5,062 bps

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


	QUARTERLY TRENDS																					FOR THE NINE MONTHS ENDED SEPTEMBER 30,
											3Q20 Change															2020 Change
	3Q20		2Q20		1Q20		4Q19		3Q19		2Q20						3Q19					2020		2019		2019
											$			%			$		%							$/bps			%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$	524	$	513	$	549	$	502	$	508	$	11			2	%	$	16		3	%	$	1,586	$	1,524	$	62			4	%
Less: Notable items		13		4		10		6		5		9			225			8		160			27		8		19			238

Salaries and employee benefits, Underlying (non-GAAP)	$	511	$	509	$	539	$	496	$	503	$	2			—	%	$	8		2	%	$	1,559	$	1,516	$	43			3	%

Equipment and software expense, Underlying:
Equipment and software expense (GAAP)	$	149	$	142	$	133	$	133	$	130	$	7			5	%	$	19		15	%	$	424	$	381	$	43			11	%
Less: Notable items		1		—		1		3		—		1			100			1		100			2		—		2			100

Equipment and software expense, Underlying (non-GAAP)	$	148	$	142	$	132	$	130	$	130	$	6			4	%	$	18		14	%	$	422	$	381	$	41			11	%

Outside services, Underlying:
Outside services (GAAP)	$	139	$	131	$	135	$	142	$	128	$	8			6	%	$	11		9	%	$	405	$	356	$	49			14	%
Less: Notable items		16		12		18		20		14		4			33			2		14			46		23		23			100

Outside services, Underlying (non-GAAP)	$	123	$	119	$	117	$	122	$	114	$	4			3	%	$	9		8	%	$	359	$	333	$	26			8	%

Occupancy, Underlying:
Occupancy (GAAP)	$	81	$	82	$	84	$	88	$	80	($	1	)		(1	%)	$	1		1	%	$	247	$	245	$	2			1	%
Less: Notable items		1		3		4		8		—		(2	)		(67	)		1		100			8		—		8			100

Occupancy, Underlying (non-GAAP)	$	80	$	79	$	80	$	80	$	80	$	1			1	%	$	—		—	%	$	239	$	245	($	6	)		(2	%)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)


		THIRD QUARTER 2020												SECOND QUARTER 2020												FIRST QUARTER 2020
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$	407		$	153		($	246	)	$	314		$	320		$	221		($	288	)	$	253		$	236		$	179		($	381	)	$	34
Less: Preferred stock dividends			—			—			25			25			—			—			28			28			—			—			22			22

Net income (loss) available to common stockholders	B	$	407		$	153		($	271	)	$	289		$	320		$	221		($	316	)	$	225		$	236		$	179		($	403	)	$	12

Return on average total tangible assets:
Average total assets (GAAP)		$	73,605		$	60,889		$	43,181		$	177,675		$	71,634		$	65,280		$	42,879		$	179,793		$	68,415		$	59,005		$	39,757		$	167,177
Less: Average goodwill (GAAP)			122			52			6,876			7,050			122			52			6,876			7,050			122			48			6,876			7,046
Average other intangibles (GAAP)			40			5			17			62			41			6			18			65			43			6			18			67
Add: Average deferred tax liabilities related to goodwill (GAAP)			2			1			372			375			2			1			372			375			1			1			372			374

Average tangible assets	C	$	73,445		$	60,833		$	36,660		$	170,938		$	71,473		$	65,223		$	36,357		$	173,053		$	68,251		$	58,952		$	33,235		$	160,438

Return on average total tangible assets	A/C		2.21	%		1.01	%		NM			0.73	%		1.80	%		1.36	%		NM			0.59	%		1.39	%		1.22	%		NM			0.09	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	742		$	210		$	36		$	988		$	735		$	213		$	31		$	979		$	738		$	221		$	53		$	1,012
Net interest income (GAAP)			845			421			(129	)		1,137			814			419			(73	)		1,160			793			365			2			1,160
Noninterest income (GAAP)			495			144			15			654			428			144			18			590			357			125			15			497

Total revenue (GAAP)	E	$	1,340		$	565		($	114	)	$	1,791		$	1,242		$	563		($	55	)	$	1,750		$	1,150		$	490		$	17		$	1,657

Efficiency ratio	D/E		55.35	%		37.03	%		NM			55.18	%		59.19	%		37.93	%		NM			55.91	%		64.16	%		45.06	%		NM			61.10	%


		FOURTH QUARTER 2019												THIRD QUARTER 2019
		Consumer Banking			Commercial Banking			Other			Consolidated			Consumer Banking			Commercial Banking			Other			Consolidated
Net income (loss) available to common stockholders:
Net income	A	$	209		$	231		$	10		$	450		$	251		$	196		$	2		$	449
Less: Preferred stock dividends			—			—			23			23			—			—			17			17

Net income (loss) available to common stockholders	B	$	209		$	231		($	13	)	$	427		$	251		$	196		($	15	)	$	432

Return on average total tangible assets:
Average total assets (GAAP)		$	68,069		$	56,407		$	40,170		$	164,646		$	66,365		$	55,614		$	40,131		$	162,110
Less: Average goodwill (GAAP)			122			46			6,876			7,044			122			46			6,876			7,044
Average other intangibles (GAAP)			63			6			—			69			66			7			—			73
Add: Average deferred tax liabilities related to goodwill (GAAP)			1			1			371			373			1			1			370			372

Average tangible assets	C	$	67,885		$	56,356		$	33,665		$	157,906		$	66,178		$	55,562		$	33,625		$	155,365

Return on average total tangible assets	A/C		1.22	%		1.63	%		NM			1.13	%		1.50	%		1.40	%		NM			1.15	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	718		$	219		$	49		$	986		$	718		$	213		$	42		$	973
Net interest income (GAAP)			796			363			(16	)		1,143			799			360			(14	)		1,145
Noninterest income (GAAP)			296			175			23			494			336			133			24			493

Total revenue (GAAP)	E	$	1,092		$	538		$	7		$	1,637		$	1,135		$	493		$	10		$	1,638

Efficiency ratio	D/E		65.74	%		40.60	%		NM			60.28	%		63.28	%		43.35	%		NM			59.40	%

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

(in millions, except ratio data)


		FOR THE NINE MONTHS ENDED SEPTEMBER 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	$	963		$	553		($	915	)	$	601		$	666		$	639		$	36		$	1,341
Less: Preferred stock dividends			—			—			75			75			—			—			50			50

Net income (loss) available to common stockholders	B	$	963		$	553		($	990	)	$	526		$	666		$	639		($	14	)	$	1,291

Return on average total tangible assets:
Average total assets (GAAP)		$	71,227		$	61,722		$	41,943		$	174,892		$	65,624		$	55,793		$	39,927		$	161,344
Less: Average goodwill (GAAP)			122			51			6,876			7,049			120			38			6,876			7,034
Average other intangibles (GAAP)			42			6			17			65			65			6			—			71
Add: Average deferred tax liabilities related to goodwill (GAAP)			2			1			372			375			1			—			370			371

Average tangible assets	C	$	71,065		$	61,666		$	35,422		$	168,153		$	65,440		$	55,749		$	33,421		$	154,610

Return on average total tangible assets	A/C		1.81	%		1.20	%		NM			0.48	%		1.36	%		1.53	%		NM			1.16	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$	2,215		$	644		$	120		$	2,979		$	2,133		$	639		$	89		$	2,861
Net interest income (GAAP)			2,452			1,205			(200	)		3,457			2,386			1,103			(18	)		3,471
Noninterest income (GAAP)			1,280			413			48			1,741			860			432			91			1,383

Total revenue (GAAP)	E	$	3,732		$	1,618		($	152	)	$	5,198		$	3,246		$	1,535		$	73		$	4,854

Efficiency ratio	D/E		59.34	%		39.77	%		NM			57.31	%		65.71	%		41.65	%		NM			58.94	%


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)


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 1/40^th 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 1/40^th interest in a share of 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange


	Exhibit Number	Description

(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated October 16, 2020

	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued October 16, 2020

	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for third quarter 2020

	Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)


CITIZENS FINANCIAL GROUP, INC.


By:		/s/ John F. Woods
		John F. Woods
		Vice Chairman and Chief Financial Officer