CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442021-10-202021-10-200000759944us-gaap:CommonStockMember2021-10-202021-10-200000759944us-gaap:SeriesDPreferredStockMember2021-10-202021-10-200000759944us-gaap:SeriesEPreferredStockMember2021-10-202021-10-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 20, 2021

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

Delaware						001-36636			05-0412693
(State or Other Jurisdiction of Incorporation)						(Commission File Number)			(I.R.S. Employer Identification Number)
One Citizens Plaza
Providence,			RI						02903
(Address of principal executive offices)									(Zip Code)

 

Registrant’s telephone number, including area code: (203) 900-6715

Not Applicable

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

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

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

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

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

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

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

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

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

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Emerging growth company  ☐

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

   

Item 2.02   Results of Operations and Financial Condition.

On October 20, 2021, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its third quarter 2021 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01   Financial Statements and Exhibits.

			Exhibit Number						Description
(d)			Exhibit 99.1						Citizens Financial Group, Inc. press release dated October 20, 2021
			Exhibit 99.2						Citizens Financial Group, Inc. earnings release presentation issued October 20, 2021
			Exhibit 99.3						Citizens Financial Group, Inc. financial supplement for third quarter 2021
			Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

 

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

Date:  October 20, 2021

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

$530 million and EPS of $1.18

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

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

Comments from Chairman and CEO Bruce Van Saun

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

Citizens also announced today that its board of directors declared a fourth quarter 2021 common stock dividend of $0.39 per share. The dividend is payable on November 12, 2021 to shareholders of record at the close of business on October 29, 2021.

*References in this release to "Underlying" results exclude notable items and are non-GAAP Financial Measures. For more details on non-GAAP Financial Measures see page 15 in this release. References in this release to balance sheet items are on an average basis and loans exclude loans held for sale (“LHFS”) unless otherwise noted. References to net interest margin are on a fully taxable equivalent (“FTE”) basis and all references to earnings per share represent fully diluted per common share.  References to consolidated and/or commercial loans, loan growth, nonaccrual loans and allowance for loan losses include leases. The "Company" refers to Citizens. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

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Citizens Financial Group, Inc.

Discussion of results:

Net interest income																								3Q21 change from
($s in millions)						3Q21						2Q21						3Q20						2Q21												3Q20
																								$/bps						%						$/bps						%
Interest income:
Interest and fees on loans and leases and loans held for sale						$	1,100					$	1,084					$	1,157					$	16					1 %						$	(57)					(5) %
Investment securities						116						124						121						(8)						(6)						(5)						(4)
Interest-bearing deposits in banks						6						3						2						3						100						4						200
Total interest income						$	1,222					$	1,211					$	1,280					$	11					1 %						$	(58)					(5) %
Interest expense:
Deposits						$	35					$	42					$	89					$	(7)					(17) %						$	(54)					(61) %
Short-term borrowed funds						—						—						—						—						—						—						—
Long-term borrowed funds						42						45						54						(3)						(7)						(12)						(22)
Total interest expense						$	77					$	87					$	143					$	(10)					(11) %						$	(66)					(46) %
Net interest income						$	1,145					$	1,124					$	1,137					$	21					2 %						$	8					1 %
Net interest margin, FTE						2.72		%				2.72		%				2.83		%				—		bps										(11)		bps

Third quarter 2021			vs.			second quarter 2021

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

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

Third quarter 2021			vs.			third quarter 2020

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

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

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Citizens Financial Group, Inc.

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

Third quarter 2021			vs.			second quarter 2021

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

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

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

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

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

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

Third quarter 2021			vs.			third quarter 2020

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

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

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

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

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

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

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

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

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

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Citizens Financial Group, Inc.

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

Third quarter 2021			vs.			second quarter 2021

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

Third quarter 2021			vs.			third quarter 2020

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

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Citizens Financial Group, Inc.

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

Third quarter 2021			vs.			second quarter 2021

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

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

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

Third quarter 2021			vs.			third quarter 2020

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

Average interest-earning assets of $167.3 billion increased $7.1 billion, or 4%, as elevated liquidity drove a $7.5 billion increase in cash held in interest-bearing deposits, and a $2.8 billion increase in investments. Loans decreased $2.3 billion, or 2%, with a $5.2 billion decrease in commercial reflecting payoffs and $1.9 billion decrease in PPP loans. Retail loans increased $2.9 billion, or 5%, driven by growth in education, residential mortgage and auto, partially offset by planned run off of personal unsecured installment loans and a decrease in home equity.

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

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Citizens Financial Group, Inc.

    

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

Third quarter 2021			vs.			second quarter 2021

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

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

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

Third quarter 2021			vs.			third quarter 2020

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

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

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Citizens Financial Group, Inc.

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

Third quarter 2021			vs.			second quarter 2021

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

Third quarter 2021			vs.			third quarter 2020

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

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Citizens Financial Group, Inc.

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

Third quarter 2021

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

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

•Total capital ratio of 13.4% compares with 13.5% at June 30, 2021 and 13.3% as of September 30, 2020. During the second quarter 2021, the company issued $300 million of Series G preferred stock that qualifies as additional tier 1 capital. On July 6, 2021, the company redeemed its $250 million of outstanding Series A preferred stock.

•Tangible book value per common share of $34.44 increased 1% compared with second quarter 2021 and increased 7% from third quarter 2020.

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

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

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Citizens Financial Group, Inc.

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

Third quarter 2021			vs.			second quarter 2021

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

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

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

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

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

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

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

Third quarter 2021			vs.			third quarter 2020

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

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

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

•Net charge-offs of 14 basis points of average loans and leases compares with 70 basis points in third quarter 2020.

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

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

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

9

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Citizens Financial Group, Inc.

Earnings highlights:

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

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

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

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Citizens Financial Group, Inc.

Consolidated balance sheet review(1):

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

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Citizens Financial Group, Inc.

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

Underlying results:

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

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Citizens Financial Group, Inc.

Notable items:

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

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

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Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

Media:    Peter Lucht - 781.655.2289

Investors: Kristin Silberberg - 203.900.6854

Conference Call

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

Time:    9:00 am ET

Dial-in: (877) 336-4440, conference ID 6052001

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

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on October 20, 2021 through November 20, 2021. Please dial (866) 207-1041 and enter access code 7904509. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $187.0 billion in assets as of September 30, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

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Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations

Non-GAAP Financial Measures:

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

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

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

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

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

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

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

17

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

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

18

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

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

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Citizens Financial Group, Inc.

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

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

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

20

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Citizens Financial Group, Inc.

Forward-Looking Statements

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

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

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

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

•Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals, including through the integration of Investors and the HSBC branches;

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

•Our ability to meet heightened supervisory requirements and expectations;

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

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

•The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;

•Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;

•The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;

•Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses;

•A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks;

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

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

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

•The occurrence of any event change or other circumstance that could give rise to the right of one or both parties to terminate (i) the agreement to acquire Investors or (ii) the agreement to acquire branches from HSBC; and

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

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

21

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Citizens Financial Group, Inc.

repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. In addition, statements about our net charge-off guidance constitute forward-looking statements and are subject to the risk that the actual charge-offs may differ, possibly materially, from what is reflected in those statements due to, among other potential factors, the impact of the COVID-19 pandemic and the effectiveness of stimulus and forbearance programs in response, changes in economic conditions, and idiosyncratic events affecting our commercial loans. Statements about Citizens’ agreement and plan of merger, dated July 28, 2021 (the “Investors acquisition agreement”), with Investors Bancorp, Inc. (“Investors”) and CBNA's agreement, dated May 26, 2021 (“HSBC branch acquisition agreement”) with HSBC Bank U.S.A., N.A. (“HSBC”) to acquire certain branches from HSBC also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if either or both transactions are not consummated in a timely manner or at all, or if integration is more costly or difficult than expected.

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

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

CFG-IR

22

3Q21 Financial Results October 20, 2021

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2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends as well as the potential effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook,” “guidance” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: • Negative economic and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense; • The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; • Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals, including through the integration of Investors and the HSBC branches; • The COVID-19 pandemic and associated lockdowns and their effects on the economic and business environments in which we operate; • Our ability to meet heightened supervisory requirements and expectations; • Liabilities and business restrictions resulting from litigation and regulatory investigations; • Our capital and liquidity requirements under regulatory capital standards and our ability to generate capital internally or raise capital on favorable terms; • The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; • Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; • The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; • Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses; • A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; • An inability to complete the acquisitions of Investors or the HSBC branches, or changes in the current anticipated timeframe, terms or manner of such acquisitions; • Greater than expected costs or other difficulties related to the integration of our business and that of Investors and the relevant HSBC branches; • The inability to retain existing Investors or HSBC clients and employees following the closings of the Investors and HSBC branch acquisitions; • The occurrence of any event change or other circumstance that could give rise to the right of one or both parties to terminate (i) the agreement to acquire Investors or (ii) the agreement to acquire branches from HSBC; and • Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, risk-weighted assets, capital impacts of strategic initiatives, market conditions and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares from or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. In addition, statements about our net charge-off guidance constitute forward-looking statements and are subject to the risk that the actual charge-offs may differ, possibly materially, from what is reflected in those statements due to, among other potential factors, the impact of the COVID-19 pandemic and the effectiveness of stimulus and forbearance programs in response, changes in economic conditions, and idiosyncratic events affecting our commercial loans. Statements about Citizens’ agreement and plan of merger, dated July 28, 2021 (the “Investors acquisition agreement”), with Investors Bancorp, Inc. (“Investors”) and CBNA's agreement, dated May 26, 2021 (“HSBC branch acquisition agreement”) with HSBC Bank U.S.A., N.A. (“HSBC”) to acquire certain branches from HSBC also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if either or both transactions are not consummated in a timely manner or at all, or if integration is more costly or difficult than expected. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in in our Annual Report on form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results and excluding elevated cash. In historical periods, these results may have been referred to as Adjusted or Adjusted/ Underlying results. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are presented at the end of this presentation. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

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3 3Q21 GAAP financial summary 3Q21 2Q21 3Q20 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,145 $ 1,124 $ 1,137 $ 21 2 % $ 8 1 % Noninterest income 514 485 654 29 6 (140) (21) Total revenue 1,659 1,609 1,791 50 3 (132) (7) Noninterest Expense 1,011 991 988 20 2 23 2 Pre-provision profit 648 618 803 30 5 (155) (19) Provision for credit losses (33) (213) 428 180 85 (461) NM Income before income tax expense 681 831 375 (150) (18) 306 82 Income tax expense 151 183 61 (32) (17) 90 148 Net income $ 530 $ 648 $ 314 $ (118) (18) % $ 216 69 % Preferred dividends 26 32 25 (6) (19) 1 4 Net income available to common stockholders $ 504 $ 616 $ 289 $ (112) (18) % $ 215 74 % $s in billions Average interest-earning assets $ 167.3 $ 166.3 $ 160.2 $ 0.9 1 % $ 7.1 4 % Average deposits $ 151.9 $ 150.3 $ 141.4 $ 1.5 1 % $ 10.5 7 % Performance metrics Net interest margin(1) 2.72 % 2.71 % 2.82 % 1 bp (10) bps Net interest margin, FTE(1) 2.72 2.72 2.83 — (11) Loans-to-deposit ratio (period-end) 81.0 81.4 86.8 (37) (580) ROACE 9.4 11.9 5.6 (246) 379 ROTCE 13.7 17.5 8.3 (379) 538 ROA 1.1 1.4 0.7 (28) 43 ROTA 1.2 1.5 0.7 (29) 44 Efficiency ratio 60.9 61.6 55.2 (71) 574 Noninterest income as a % of total revenue 31 % 30 % 37 % 100 bps (600) bps FTEs(2) 17,366 17,472 17,930 (106) (1) % (564) (3) % Operating leverage 1.2 % (9.6) % Per common share Diluted earnings $ 1.18 $ 1.44 $ 0.68 $ (0.26) (18) % $ 0.50 74 % Tangible book value $ 34.44 $ 33.95 $ 32.24 $ 0.49 1 % $ 2.20 7 % Average diluted shares outstanding (in millions) 427.8 427.6 428.0 0.3 — % (0.2) — % See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23.

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

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5 Overview(1) See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. Strong 3Q21 results reflect our diversified business model Credit trends favorable Strong capital, liquidity and funding Continued progress on strategic growth and efficiency initiatives ■ Underlying net income of $546 million and EPS of $1.22 reflect broad-based strength across our businesses and excellent credit results ■ Underlying PPNR of $671 million, up 7% from 2Q21 and down 20% from 3Q20 – Strong results in Capital Markets and Wealth, along with a rebound in Mortgage – NII up 2% QoQ given interest-earning asset growth with stable margin, as accelerated PPP forgiveness was largely offset by elevated cash, along with day count benefit – Interest-bearing deposit costs of 14 bps, down 2 bps QoQ – Expenses up 1% QoQ; positive sequential operating leverage of 2.3% ■ Credit provision benefit of $33 million reflects strong credit performance and macroeconomic improvement ■ Underlying ROTCE of 14.2% compares with 17.7% in 2Q21 and 9.0% in 3Q20 ■ TBV/share of $34.44 up 7% YoY and up ~1.5% QoQ ■ Strong capital levels with a CET1 ratio of 10.3%(2) stable with 10.3% in 2Q21 and 9.8% in 3Q20 ■ Period-end LDR ratio of 81% vs. 87% a year ago; average DDA up 18% YoY and 3% QoQ, now 32% of total deposits ■ Total available liquidity of ~$76 billion at September 30, 2021 ■ Credit trends remain highly favorable across retail and commercial; NCOs of 14 bps down from 25 bps at 2Q21, NPLs to loans of 0.61% is down from 0.64% at 2Q21 ■ Allowance for credit losses coverage ratio of 1.63%, or 1.65% excluding PPP loans(1) ■ TOP 6 on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – Developing TOP 7 program with details to be announced late this year ■ Prioritizing major strategic initiatives: Consumer national expansion; growing Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisitions of Investors Bancorp, JMP Group and Willamette Management Associates, as we continue to 'play offense' in 2021

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

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

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

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

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

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

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

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

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14 Business highlights and strategic priorities See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. G ro up Execution of TOP 6 and Balance Sheet Optimization ■ On track for total TOP 6 target pre-tax run-rate benefit of ~$400-$425 million by YE2021 ■ TOP 7 program build out making good progress, details to be announced late this year ■ Evaluating originate-to-distribute opportunities to improve capital efficiency and returns Grow NYC Metro and brand equity ■ Announced acquisition of Investors Bancorp, enhancing our franchise by adding an attractive middle market/small business and consumer customer base while building our physical presence in the greater New York City and Philadelphia metropolitan areas and across New Jersey. Complements HSBC branch acquisition Strategy Highlights Co ns um er E2E digital transformation ■ E2E digital transformation to increase sales and drive self-service interactions ■ Strong digital sales volume in 3Q21; up 24% YoY(1) ■ Citizens PayTM added 7 active partners, total now 21, with an additional 5-10 ready to launch; robust pipeline ■ Introduced Citizens Peace Of MindTM, our new overdraft friendly deposit feature; added to all Citizens Checking accounts on Oct 1st ■ Continued commitment to helping underbanked communities with development of Bank On product; targeting roll out of a new checking account with no overdraft fees in 1Q22 National expansion ■ Leverage Citizens Access® and lending capabilities to deliver national value proposition ■ Grow Citizens PayTM; develop direct-to-consumer digital experience Deepening relationships ■ Accelerate growth in Wealth ■ Branch transformation/advisory focus Co m m er ci al Enhancing coverage model ■ Strengthen corporate finance advisory model with deep industry expertise across key verticals ■ Announced acquisition of JMP Group to further strengthen Citizens’ growing corporate finance and strategic advisory capabilities ■ Completed acquisition of Willamette Management Associates ■ Launched Green Deposits program to allow corporate clients to direct cash reserves to support environmentally friendly companies and projects ■ Launched new Integrated Payables solution for corporate clients ■ Continued top 10 overall middle market bookrunner(2) ■ Increased lead left transactions YoY Expanding geographic reach ■ Grow mid-corporate client base through geographic expansion into Southeast, Texas and California Building solution sets and fee capabilities ■ Enhance capabilities in Treasury Solutions and Capital Markets to deepen relationships ■ Digitize processes for clients and colleagues to enhance efficiencies

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15 44% 55% 58% 56% 45% 42% Mobile/ATM Branch 3Q19 3Q20 3Q21 Digital engagement and branch optimization trends See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. 83.6 thousand Digital booked sales 24% YoY 3.1 million Digital check deposits 5% YoY 29% of total deposits 1.7 million Mobile active users 20% YoY Note: Digital Metrics as of 3Q 2021 within regional footprint 2.7 million P2P Zelle transactions 34% YoY Consumer deposit transaction mix 1,103 1,037 967 3Q19 3Q20 3Q21 Retail branch network -6% -7% Digital Metrics(1)

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

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

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

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Appendix

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20 Net income available to common shareholders and EPS $s in millions, except per share data é7% $629 $671 2Q21 3Q21 Linked-quarter Underlying results(1) Return on average total tangible assets Return on average tangible common equity Average loans $s in billions Average deposits $s in billions ê1% $3.5 2 $3.5 6 ê16% $123.5 $122.6 2Q21 3Q21 $150.3 $151.9 2Q21 3Q21 1.48% 1.21% 2Q21 3Q21 17.7% 14.2% 2Q21 3Q21 $624 $520 $1.46 $1.22 2Q21 3Q21 ê17% Pre-provision profit $s in millions See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. ê357 bps ê27 bps é1%

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21 $834 $671 3Q20 3Q21 Year-over-year Underlying results(1) Return on average total tangible assets ê20% Average loans $s in billions ê2% Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity Average deposits $s in billions $3.5 2 é42 bps $3.5 6 $124.9 $122.6 3Q20 3Q21 $141.4 $151.9 3Q20 3Q21 0.79% 1.21% 3Q20 3Q21 9.0% 14.2% 3Q20 3Q21 é7% Pre-provision profit $s in millions é517 bps $313 $520 $0.73 $1.22 3Q20 3Q21 See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 23. é67% é66%

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

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

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24 Notes on Non-GAAP Financial Measures See important information on Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. Allowance coverage ratios for loans and leases includes the allowance for funded loans and leases in the numerator and funded loans and leases in the denominator. Allowance coverage ratios for credit losses includes the allowance for funded loans and leases and allowance for unfunded lending commitments in the numerator and funded loans and leases in the denominator. Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $3,479 million and $1,903 million as of June 30, 2021 and September 30, 2021, respectively. See slide 22 for more details on the calculations General Notes a. References to net interest margin are on a fully taxable equivalent ("FTE") basis. b. Throughout this presentation, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. c. Select totals may not sum due to rounding. d. Based on Basel III standardized approach. Capital Ratios are preliminary. e. Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. f. NIM excluding elevated cash adjusts interest-earning assets to exclude the impact of cash above targeted operating levels. Notes Notes on slide 3 - 3Q21 GAAP financial summary 1) See general note a). 2) Full-time equivalent employees. Notes on slide 4 - 3Q21 Underlying financial summary 1) See note on non-GAAP financial measures. Notes on slide 5 - Overview 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 6 - Net interest income 1) See note non-GAAP financial measures. See above general note f). Notes on slide 7 - Noninterest income 1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented. Notes on slide 8 - Noninterest expense 1) See above note on non-GAAP financial measures. Notes on slide 9 - Loans and leases 1) See general note c). 2) See note non-GAAP financial measures. Notes on slide 10 - Average funding and cost of funds 1) See general note e). Notes on slide 11 - Credit quality 1) Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing. 2) Allowance for credit losses to nonperforming loans and leases. 3) See note on non-GAAP financial measures. Notes on slide 13 - Capital remains strong 1) See general note d). 2) For regulatory capital purposes, in connection with the Federal Reserve’s final interim rule as of April 3, 2020, 100% of the $451 million Day-1 CECL impact recorded as of January 1, 2020 will be deferred over a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25% of the cumulative reserve build of $923 million since January 1, 2020, or $231 million, will be phased in over the same time frame. 3) See general note c). Notes on slide 14 - Business highlights and strategic priorities 1) Digital sales includes retail deposit and loan products, excluding products no longer originated. 2) Thomson Reuters LPC, Loan syndication league table ranking for the prior twelve months as of 3Q21 based on volume and deals for Overall U.S. Middle Market (defined as Borrower Revenues <$500 million and Deal Size <$500 million).

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

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

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

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

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

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

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

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Financial Supplement

Third Quarter 2021

1

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Table of Contents						Page
Consolidated Financial Highlights						3
Consolidated Statements of Operations (unaudited)						5
Consolidated Balance Sheets (unaudited)						6
Loans and Deposits						7
Average Balance Sheets						8
Average Annualized Yields and Rates						9
Mortgage Banking Fees						10
Segment Financial Highlights						11
Credit-Related Information:
Nonaccrual loans and leases						14
Loans and Leases 90 Days or More Past Due and Accruing						15
Charge-offs, Recoveries, and Related Ratios						16
Summary of Changes in the Components of the Allowance for Credit Losses						18
Capital and Ratios						19
Non-GAAP Financial Measures and Reconciliations						20
The information in this Financial Supplement is preliminary and based on company data available at the time of the earnings presentation.  It speaks only as of the particular date or dates included in the accompanying pages.  The Company does not undertake an obligation to, and disclaims any duty to, update any of the information provided.  Any forward-looking statements in this Financial Supplement are subject to the forward-looking statements language contained in the Company’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which can be found on the SEC’s website (www.sec.gov) or on the Company’s website (www.citizensbank.com). The Company’s future financial performance is subject to the risks and uncertainties described in its SEC filings.

2

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CONSOLIDATED FINANCIAL HIGHLIGHTS

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

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

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

3

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CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

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

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

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

4

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CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

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

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

5

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CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES						AS OF																														SEPTEMBER 30, 2021 CHANGE
						Sept 30, 2021						June 30, 2021						Mar 31, 2021						Dec 31, 2020						Sept 30, 2020						June 30, 2021												September 30, 2020
																																				$						%						$						%
ASSETS
Cash and due from banks						$1,145						$1,035						$1,117						$1,037						$904						$110						11		%				$241						27		%
Interest-bearing cash and due from banks						12,571						11,606						13,543						11,696						8,312						965						8						4,259						51
Interest-bearing deposits in banks						289						401						308						306						328						(112)						(28)						(39)						(12)
Debt securities available for sale, at fair value						24,911						24,583						24,467						22,942						22,884						328						1						2,027						9
Debt securities held to maturity						2,492						2,711						2,995						3,235						2,578						(219)						(8)						(86)						(3)
Loans held for sale, at fair value						3,177						3,616						4,304						3,564						3,587						(439)						(12)						(410)						(11)
Other loans held for sale						93						82						75						439						127						11						13						(34)						(27)
Loans and leases						123,318						122,581						122,195						123,090						124,071						737						1						(753)						(1)
Less: Allowance for loan and lease losses						(1,855)						(1,947)						(2,194)						(2,443)						(2,542)						92						(5)						687						(27)
Net loans and leases						121,463						120,634						120,001						120,647						121,529						829						1						(66)						—
Derivative assets						1,769						1,655						1,298						1,915						2,030						114						7						(261)						(13)
Premises and equipment						732						735						743						759						747						(3)						—						(15)						(2)
Bank-owned life insurance						2,428						2,268						2,135						1,756						1,751						160						7						677						39
Goodwill						7,065						7,050						7,050						7,050						7,050						15						—						15						—
Other assets						8,872						8,728						9,181						8,003						7,401						144						2						1,471						20
TOTAL ASSETS						$187,007						$185,104						$187,217						$183,349						$179,228						$1,903						1		%				$7,779						4		%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing						$48,184						$47,480						$46,067						$43,831						$41,249						$704						1		%				$6,935						17		%
Interest-bearing						104,037						103,156						105,282						103,333						101,672						881						1						2,365						2
Total deposits						152,221						150,636						151,349						147,164						142,921						1,585						1						9,300						7
Short-term borrowed funds						8						62						70						243						252						(54)						(87)						(244)						(97)
Derivative liabilities						187						144						111						128						100						43						30						87						87
Deferred taxes, net						689						720						593						629						638						(31)						(4)						51						8
Long-term borrowed funds:
FHLB advances						20						18						19						19						19						2						11						1						5
Senior debt						5,345						5,357						6,714						6,740						7,504						(12)						—						(2,159)						(29)
Subordinated debt and other debt						1,582						1,582						1,583						1,587						1,586						—						—						(4)						—
Total long-term borrowed funds						6,947						6,957						8,316						8,346						9,109						(10)						—						(2,162)						(24)
Other liabilities						3,532						3,386						4,125						4,166						3,739						146						4						(207)						(6)
TOTAL LIABILITIES						163,584						161,905						164,564						160,676						156,759						1,679						1						6,825						4
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented						2,014						2,014						1,965						1,965						1,965						—						—						49						2
Common stock:
$0.01 par value, 1,000,000,000 shares authorized for each of the periods presented						6						6						6						6						6						—						—						—						—
Additional paid-in capital						18,981						18,964						18,945						18,940						18,922						17						—						59						—
Retained earnings						7,648						7,314						6,866						6,445						6,189						334						5						1,459						24
Treasury stock, at cost						(4,718)						(4,718)						(4,718)						(4,623)						(4,623)						—						—						(95)						(2)
Accumulated other comprehensive income (loss)						(508)						(381)						(411)						(60)						10						(127)						(33)						(518)						NM
TOTAL STOCKHOLDERS' EQUITY						23,423						23,199						22,653						22,673						22,469						224						1						954						4
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY						$187,007						$185,104						$187,217						$183,349						$179,228						$1,903						1		%				$7,779						4		%
Memo: Total tangible common equity						$14,677						$14,466						$13,964						$13,979						$13,771						$211						1		%				$906						7		%

6

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LOANS AND DEPOSITS

(in millions)

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

7

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AVERAGE BALANCE SHEETS

(in millions)

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

8

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AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

						QUARTERLY TRENDS																																																												FOR THE NINE MONTHS ENDED SEPTEMBER 30,
						3Q21												2Q21												1Q21												4Q20												3Q20												2021												2020
						Rate						Income/Expense						Rate						Income/Expense						Rate						Income/Expense						Rate						Income/Expense						Rate						Income/Expense						Rate						Income/Expense						Rate						Income/Expense
INTEREST-EARNING ASSETS
Interest-bearing cash and due from banks and deposits in banks						0.16		%				$6						0.12		%				$3						0.11		%				$3						0.10		%				$3						0.10		%				$2						0.13		%				$12						0.24		%				$8
Taxable investment securities						1.69						116						1.80						124						1.89						128						1.89						121						1.95						121						1.79						368						2.18						398
Non-taxable investment securities						2.60						—						2.60						—						2.60						—						2.60						—						2.60						—						2.60						—						2.60						—
Total investment securities						1.69						116						1.80						124						1.89						128						1.89						121						1.95						121						1.79						368						2.18						398
Investment securities and interest-bearing deposits												122												127												131												124												123												380												406
Commercial and industrial						3.36						362						3.08						345						3.12						347						3.25						370						3.20						383						3.19						1,054						3.40						1,212
Commercial real estate						2.56						96						2.58						95						2.57						94						2.58						97						2.57						96						2.57						285						3.12						341
Leases						2.72						12						2.76						12						2.69						13						2.58						14						2.65						16						2.73						37						2.74						50
Total commercial						3.14						470						2.96						452						2.98						454						3.07						481						3.03						495						3.02						1,376						3.31						1,603
Residential mortgages						3.01						157						3.04						154						3.05						148						3.08						151						3.15						153						3.03						459						3.27						467
Home equity						3.08						92						3.13						92						3.20						95						3.18						98						3.21						100						3.14						279						3.81						363
Automobile						3.83						126						4.00						125						4.14						125						4.26						129						4.23						128						3.98						376						4.30						388
Education						4.19						134						4.26						135						4.38						134						4.55						136						4.74						130						4.28						403						5.19						424
Other retail						7.15						99						7.13						100						7.25						105						7.10						110						7.22						114						7.18						304						7.51						369
Total retail						3.78						608						3.86						606						3.96						607						4.01						624						4.08						625						3.87						1,821						4.38						2,011
Total loans and leases						3.47						1,078						3.42						1,058						3.47						1,061						3.54						1,105						3.54						1,120						3.45						3,197						3.84						3,614
Loans held for sale, at fair value						2.51						21						2.55						24						2.27						18						2.41						19						2.60						21						2.45						63						2.85						56
Other loans held for sale						3.98						1						2.99						2						6.30						6						3.14						1						6.02						16						4.88						9						5.32						32
Total interest-earning assets						2.89						1,222						2.90						1,211						2.97						1,216						3.02						1,249						3.15						1,280						2.92						3,649						3.45						4,108
INTEREST-BEARING LIABILITIES
Checking with interest						0.09						7						0.08						5						0.09						6						0.11						8						0.13						8						0.09						18						0.29						56
Money market accounts						0.14						18						0.17						21						0.18						22						0.22						27						0.28						33						0.16						61						0.51						165
Regular savings						0.09						5						0.10						5						0.11						5						0.15						7						0.24						10						0.10						15						0.37						43
Term deposits						0.43						5						0.61						11						0.83						17						1.09						27						1.25						38						0.64						33						1.49						176
Total interest-bearing deposits						0.14						35						0.16						42						0.20						50						0.27						69						0.35						89						0.16						127						0.58						440
Short-term borrowed funds						2.06						—						0.87						—						0.46						—						0.44						1						0.13						—						0.74						—						0.53						1
FHLB advances						0.88						—						0.91						—						0.92						—						0.93						—						1.42						—						0.91						—						1.53						30
Senior debt						1.84						25						1.92						28						1.91						32						1.93						33						1.84						35						1.89						85						2.25						126
Subordinated debt and other debt						4.25						17						4.24						17						4.22						17						4.35						17						4.67						19						4.24						51						4.34						54
Total long-term borrowed funds						2.38						42						2.41						45						2.35						49						2.38						50						2.35						54						2.38						136						2.39						210
Total borrowed funds						2.38						42						2.40						45						2.32						49						2.33						51						2.30						54						2.36						136						2.33						211
Total interest-bearing liabilities						0.28						77						0.31						87						0.36						99						0.43						120						0.52						143						0.32						263						0.77						651
INTEREST RATE SPREAD						2.61												2.59												2.62												2.60												2.63												2.61												2.68
NET INTEREST MARGIN AND NET INTEREST INCOME						2.72		%				$1,145						2.71		%				$1,124						2.75		%				$1,117						2.75		%				$1,129						2.82		%				$1,137						2.73		%				$3,386						2.93		%				$3,457
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE1						2.72		%				$1,147						2.72		%				$1,126						2.76		%				$1,120						2.75		%				$1,132						2.83		%				$1,140						2.73		%				$3,393						2.93		%				$3,467
Memo: Total deposit costs						0.09		%				$35						0.11		%				$42						0.14		%				$50						0.19		%				$69						0.25		%				$89						0.11		%				$127						0.43		%				$440

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

9

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MORTGAGE BANKING FEES SUMMARY

(in millions, except ratio data)

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

    

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

10

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SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

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

1Includes loans held for sale.

11

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SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

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

1Includes loans held for sale.

12

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SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

						QUARTERLY TRENDS																																																						FOR THE NINE MONTHS ENDED SEPTEMBER 30,
OTHER1																																				3Q21 Change																																				2021 Change
						3Q21						2Q21						1Q21						4Q20						3Q20						2Q21												3Q20												2021						2020						2020
																																				$						%						$						%																		$						%
Net interest income						($202)						($192)						($167)						($168)						($129)						($10)						(5		%)				($73)						(57		%)				($561)						($200)						($361)						(181		%)
Noninterest income						31						24						21						21						15						7						29						16						107						76						48						28						58
Total revenue						(171)						(168)						(146)						(147)						(114)						(3)						(2)						(57)						(50)						(485)						(152)						(333)						(219)
Noninterest expense						36						14						41						47						36						22						157						—						—						91						120						(29)						(24)
Loss before provision for credit losses						(207)						(182)						(187)						(194)						(150)						(25)						(14)						(57)						(38)						(576)						(272)						(304)						(112)
Provision for credit losses						(83)						(292)						(300)						(56)						212						209						72						(295)						NM						(675)						986						(1,661)						NM
(Loss) income before income tax (benefit) expense						(124)						110						113						(138)						(362)						(234)						NM						238						66						99						(1,258)						1,357						NM
Income tax (benefit) expense						(44)						13						15						(51)						(116)						(57)						NM						72						62						(16)						(343)						327						95
Net (loss) income						($80)						$97						$98						($87)						($246)						($177)						NM						$166						67						$115						($915)						$1,030						NM
AVERAGE BALANCES
Total assets						$54,336						$51,329						$49,548						$48,457						$43,181						$3,007						6		%				$11,155						26		%				$51,756						$41,943						$9,813						23		%
Total loans and leases2						1,254						1,327						1,485						1,699						1,753						(73)						(6)						(499)						(28)						1,353						1,785						(432)						(24)
Deposits						5,438						5,367						5,495						5,340						5,762						71						1						(324)						(6)						5,433						7,267						(1,834)						(25)
Interest-earning assets						41,214						38,882						38,071						37,252						32,074						2,332						6						9,140						28						39,400						30,779						8,621						28

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

2Includes loans held for sale.

13

---

CREDIT-RELATED INFORMATION

(in millions, except ratio data)

						AS OF																														SEPTEMBER 30, 2021 CHANGE
						Sept 30, 2021						June 30, 2021						Mar 31, 2021						Dec 31, 2020						Sept 30, 2020						June 30, 2021												September 30, 2020
																																				$/bps						%						$/bps						%
NONACCRUAL LOANS AND LEASES
Commercial and industrial						$170						$163						$281						$280						$435						$7						4		%				($265)						(61		%)
Commercial real estate						98						102						100						176						323						(4)						(4)						(225)						(70)
Leases						1						1						1						2						2						—						—						(1)						(50)
Total commercial						269						266						382						458						760						3						1						(491)						(65)
Residential mortgages1						164						174						237						167						131						(10)						(6)						33						25
Home equity						216						234						269						276						265						(18)						(8)						(49)						(18)
Automobile						55						62						70						72						80						(7)						(11)						(25)						(31)
Education						23						21						22						18						16						2						10						7						44
Other retail						20						22						28						28						25						(2)						(9)						(5)						(20)
Total retail						478						513						626						561						517						(35)						(7)						(39)						(8)
Nonaccrual loans and leases						747						779						1,008						1,019						1,277						(32)						(4)						(530)						(42)
Repossessed assets						21						22						18						19						27						(1)						(5)						(6)						(22)
Nonaccrual loans and leases and repossessed assets						$768						$801						$1,026						$1,038						$1,304						($33)						(4		%)				($536)						(41		%)
NONACCRUAL LOANS AND LEASES BY PRODUCT2
Commercial						$269						$266						$382						$458						$760						$3						1		%				($491)						(65		%)
Retail						499						535						644						580						544						(36)						(7)						(45)						(8)
Total nonaccrual loans and leases						$768						$801						$1,026						$1,038						$1,304						($33)						(4		%)				($536)						(41		%)
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases						1.50		%				1.59		%				1.80		%				1.98		%				2.05		%				(9)		bps										(55)		bps
Allowance for credit losses to loans and leases						1.63						1.70						1.94						2.17						2.21						(7)												(58)
Allowance for loan and lease losses to nonaccrual loans and leases						248.33						249.83						217.74						239.72						199.04						(150)												4,929
Allowance for credit losses to nonaccrual loans and leases						268.30						266.98						235.42						262.02						214.22						132												5,408
Nonaccrual loans and leases to loans and leases						0.61						0.64						0.82						0.83						1.03						(3)												(42)

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

2Nonaccrual loans and leases by product includes repossessed assets.

14

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

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

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

15

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

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

16

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

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

17

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

						QUARTERLY TRENDS																																																						FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																																				3Q21 Change																																				2021 Change
						3Q21						2Q21						1Q21						4Q20						3Q20						2Q21												3Q20												2021						2020						2020
																																				$						%						$						%																		$						%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning						$1,947						$2,194						$2,443						$2,542						$2,448						($247)						(11		%)				($501)						(20		%)				$2,443						$1,252						$1,191						95		%
Cumulative effect of change in accounting principle:
Commercial						—						—						—						—						—						—						—						—						—						—						(176)						176						(100)
Retail						—						—						—						—						—						—						—						—						—						—						629						(629)						(100)
Total cumulative effect of change in accounting principle						—						—						—						—						—						—						—						—						—						—						453						(453)						(100)
Allowance for loan and lease losses - beginning, adjusted						1,947						2,194						2,443						2,542						2,448						(247)						(11)						(501)						(20)						2,443						1,705						738						43
Charge-offs:
Commercial						17						45						134						145						171						(28)						(62)						(154)						(90)						196						292						(96)						(33)
Retail						70						80						93						87						86						(10)						(13)						(16)						(19)						243						319						(76)						(24)
Total charge-offs						87						125						227						232						257						(38)						(30)						(170)						(66)						439						611						(172)						(28)
Recoveries:
Commercial						3						4						30						5						1						(1)						(25)						2						200						37						7						30						NM
Retail						40						43						39						37						37						(3)						(7)						3						8						122						101						21						21
Total recoveries						43						47						69						42						38						(4)						(9)						5						13						159						108						51						47
Net charge-offs						44						78						158						190						219						(34)						(44)						(175)						(80)						280						503						(223)						(44)
Provision for loan and lease losses:
Commercial						(72)						(152)						17						84						224						80						53						(296)						NM						(207)						1,076						(1,283)						NM
Retail						24						(17)						(108)						7						89						41						NM						(65)						(73)						(101)						264						(365)						NM
Total provision for loan and lease losses						(48)						(169)						(91)						91						313						121						72						(361)						NM						(308)						1,340						(1,648)						NM
Allowance for loan and lease losses - ending						$1,855						$1,947						$2,194						$2,443						$2,542						($92)						(5		%)				($687)						(27		%)				$1,855						$2,542						($687)						(27		%)
Allowance for unfunded lending commitments - beginning						$134						$178						$227						$194						$79						($44)						(25		%)				$55						70		%				$227						$44						$183						NM
Cumulative effect of change in accounting principle						—						—						—						—						—						—						—						—						—						—						(2)						2						100
Provision for unfunded lending commitments						15						(44)						(49)						33						115						59						NM						(100)						(87)						(78)						152						(230)						NM
Allowance for unfunded lending commitments - ending						$149						$134						$178						$227						$194						$15						11		%				($45)						(23)						$149						$194						($45)						(23)
Total allowance for credit losses - ending						$2,004						$2,081						$2,372						$2,670						$2,736						($77)						(4		%)				($732)						(27		%)				$2,004						$2,736						($732)						(27		%)
Memo: Total allowance for credit losses by product
Commercial						$997						$1,074						$1,311						$1,419						$1,441						($77)						(7		%)				($444)						(31		%)				$997						$1,441						($444)						(31		%)
Retail						1,007						1,007						1,061						1,251						1,295						—						—						(288)						(22)						1,007						1,295						(288)						(22)
Total allowance for credit losses						$2,004						$2,081						$2,372						$2,670						$2,736						($77)						(4		%)				($732)						(27		%)				$2,004						$2,736						($732)						(27		%)

18

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CAPITAL AND RATIOS

(in millions, except ratio data)

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

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

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

19

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS

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

Non-GAAP Financial Measures

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

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

20

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

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

21

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

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

22

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

						QUARTERLY TRENDS																																																						FOR THE NINE MONTHS ENDED SEPTEMBER 30,
																																				3Q21 Change																																				2021 Change
						3Q21						2Q21						1Q21						4Q20						3Q20						2Q21												3Q20												2021						2020						2020
																																				$/bps						%						$/bps						%																		$/bps						%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)			P			$186,108						$184,456						$182,569						$181,061						$177,675						$1,652						1		%				$8,433						5		%				$184,391						$174,892						$9,499						5		%
Less: Average goodwill (GAAP)						7,055						7,050						7,050						7,050						7,050						5						—						5						—						7,052						7,049						3						—
Less: Average other intangibles (GAAP)						52						53						57						60						62						(1)						(2)						(10)						(16)						54						65						(11)						(17)
Add: Average deferred tax liabilities related to goodwill (GAAP)						383						381						379						377						375						2						1						8						2						381						375						6						2
Average tangible assets			Q			$179,384						$177,734						$175,841						$174,328						$170,938						$1,650						1		%				$8,446						5		%				$177,666						$168,153						$9,513						6		%
Return on average total tangible assets			I/Q			1.17		%				1.46		%				1.41		%				1.04		%				0.73		%				(29)		bps										44		bps										1.35		%				0.48		%				87		bps
Return on average total tangible assets, Underlying (non-GAAP)			J/Q			1.21						1.48						1.44						1.10						0.79						(27)		bps										42		bps										1.38						0.52						86		bps
Tangible book value per common share:
Common shares - at period-end (GAAP)			R			426,199,576						426,083,143						425,930,159						427,209,831						427,073,084						116,433						—		%				(873,508)						—		%				426,199,576						427,073,084						(873,508)						—		%
Common stockholders' equity (GAAP)						$21,409						$21,185						$20,688						$20,708						$20,504						$224						1						$905						4						$21,409						$20,504						$905						4
Less: Goodwill (GAAP)						7,065						7,050						7,050						7,050						7,050						15						—						15						—						7,065						7,050						15						—
Less: Other intangible assets (GAAP)						51						52						54						58						60						(1)						(2)						(9)						(15)						51						60						(9)						(15)
Add: Deferred tax liabilities related to goodwill (GAAP)						384						383						380						379						377						1						—						7						2						384						377						7						2
Tangible common equity			S			$14,677						$14,466						$13,964						$13,979						$13,771						$211						1		%				$906						7		%				$14,677						$13,771						$906						7		%
Tangible book value per common share			S/R			$34.44						$33.95						$32.79						$32.72						$32.24						$0.49						1		%				$2.20						7		%				$34.44						$32.24						$2.20						7		%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)			T			426,086,717						425,948,706						425,953,716						427,074,822						426,846,096						138,011						—		%				(759,379)						—		%				425,996,867						427,058,412						(1,061,545)						—		%
Average common shares outstanding - diluted (GAAP)			U			427,840,964						427,561,572						427,880,530						428,881,252						427,992,349						279,392						—						(151,385)						—						427,679,885						428,142,358						(462,473)						—
Net income per average common share - basic (GAAP)			K/T			$1.18						$1.45						$1.38						$0.99						$0.68						($0.27)						(19)						$0.50						74						$4.01						$1.23						$2.78						226
Net income per average common share - diluted (GAAP)			K/U			1.18						1.44						1.37						0.99						0.68						(0.26)						(18)						0.50						74						3.99						1.23						2.76						224
Net income per average common share - basic, Underlying (non-GAAP)			L/T			1.22						1.47						1.41						1.05						0.73						(0.25)						(17)						0.49						67						4.10						1.37						2.73						199
Net income per average common share - diluted, Underlying (non-GAAP)			L/U			1.22						1.46						1.41						1.04						0.73						(0.24)						(16)						0.49						67						4.09						1.37						2.72						199
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share			V			$0.39						$0.39						$0.39						$0.39						$0.39						$—						—		%				$—						—		%				$1.17						$1.17						$—						—		%
Dividend payout ratio			V/(K/T)			33		%				27		%				28		%				39		%				58		%				615 bps												(2,457) bps												29		%				95		%				(6,575) bps
Dividend payout ratio, Underlying (non-GAAP)			V/(L/T)			32						27						28						37						53						500 bps												(2,130) bps												29						85						(5,648) bps

23

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

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

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

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

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

25

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

(in millions, except ratio data)

						FOR THE NINE MONTHS ENDED SEPTEMBER 30,
						2021																								2020
						Consumer Banking						Commercial Banking						Other						Consolidated						Consumer Banking						Commercial Banking						Other						Consolidated
Net income (loss) available to common stockholders:
Net income (loss)			A			$924						$750						$115						$1,789						$963						$553						($915)						$601
Less: Preferred stock dividends						—						—						81						81						—						—						75						75
Net income (loss) available to common stockholders			B			$924						$750						$34						$1,708						$963						$553						($990)						$526
Return on average total tangible assets:
Average total assets (GAAP)						$75,317						$57,318						$51,756						$184,391						$71,227						$61,722						$41,943						$174,892
Less: Average goodwill (GAAP)						122						54						6,876						7,052						122						51						6,876						7,049
Average other intangibles (GAAP)						35						5						14						54						42						6						17						65
Add: Average deferred tax liabilities related to goodwill (GAAP)						4						1						376						381						2						1						372						375
Average tangible assets			C			$75,164						$57,260						$45,242						$177,666						$71,065						$61,666						$35,422						$168,153
Return on average total tangible assets			A/C			1.64		%				1.75		%				NM						1.35		%				1.81		%				1.20		%				NM						0.48		%
Efficiency ratio:
Noninterest expense (GAAP)			D			$2,250						$679						$91						$3,020						$2,215						$644						$120						$2,979
Net interest income (GAAP)						2,679						1,268						(561)						3,386						2,452						1,205						(200)						3,457
Noninterest income (GAAP)						949						516						76						1,541						1,280						413						48						1,741
Total revenue (GAAP)			E			$3,628						$1,784						($485)						$4,927						$3,732						$1,618						($152)						$5,198
Efficiency ratio			D/E			62.02		%				38.07		%				NM						61.30		%				59.34		%				39.77		%				NM						57.31		%

26