CITIZENS FINANCIAL GROUP INC/RI0000759944false00007599442021-07-202021-07-200000759944us-gaap:CommonStockMember2021-07-202021-07-200000759944us-gaap:SeriesDPreferredStockMember2021-07-202021-07-200000759944us-gaap:SeriesEPreferredStockMember2021-07-202021-07-20

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): July 20, 2021

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

Delaware			001-36636			05-0412693
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification Number)

 

         One Citizens Plaza

          Providence, RI                                  02903

    (Address of principal executive offices)                        (Zip Code)

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

Not Applicable

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

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

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

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

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

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

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

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

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

Emerging growth company  ☐

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

   

Item 2.02   Results of Operations and Financial Condition.

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

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01   Financial Statements and Exhibits.

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

SIGNATURES

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

 

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

Date:  July 20, 2021

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

$648 million and EPS of $1.44

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

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

Comments from Chairman and CEO Bruce Van Saun

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

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

*References in this release to "Underlying" results exclude notable items and are non-GAAP Financial Measures. For more details on non-GAAP Financial Measures see page 13 in this release. References in this release to balance sheet items are on an average basis and loans exclude loans held for sale (“LHFS”) unless otherwise noted. References to net interest margin are on a fully taxable equivalent (“FTE”) basis and all references to earnings per share represent fully diluted per common share.  References to consolidated and/or commercial loans, loan growth, nonaccrual loans and allowance for loan losses include leases. The "Company" refers to Citizens. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

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Citizens Financial Group, Inc.

Discussion of results:

Net interest income																								2Q21 change from
($s in millions)						2Q21						1Q21						2Q20						1Q21												2Q20
																								$/bps						%						$/bps						%
Interest income:
Interest and fees on loans and leases and loans held for sale						$	1,084					$	1,085					$	1,219					$	(1)					—		%				$	(135)					(11)		%
Investment securities						124						128						130						(4)						(3)						(6)						(5)
Interest-bearing deposits in banks						3						3						1						—						—						2						200
Total interest income						$	1,211					$	1,216					$	1,350					$	(5)					—		%				$	(139)					(10)		%
Interest expense:
Deposits						$	42					$	50					$	124					$	(8)					(16)		%				$	(82)					(66)		%
Short-term borrowed funds						—						—						—						—						—						—						—
Long-term borrowed funds						45						49						66						(4)						(8)						(21)						(32)
Total interest expense						$	87					$	99					$	190					$	(12)					(12)		%				$	(103)					(54)		%
Net interest income						$	1,124					$	1,117					$	1,160					$	7					1		%				$	(36)					(3)		%
Net interest margin, FTE						2.72		%				2.76		%				2.88		%				(4)		bps										(16)		bps

Second quarter 2021			vs.			first quarter 2021

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

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

Second quarter 2021			vs.			second quarter 2020

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

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

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Citizens Financial Group, Inc.

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

Second quarter 2021			vs.			first quarter 2021

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

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

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

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

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

Second quarter 2021			vs.			second quarter 2020

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

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

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

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

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

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

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

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

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Citizens Financial Group, Inc.

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

Second quarter 2021			vs.			first quarter 2021

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

Second quarter 2021			vs.			second quarter 2020

Noninterest expense of $991 million remains well-controlled. On an Underlying basis, noninterest expense of $980 million increased by $20 million, or 2%, reflecting higher outside services largely tied to growth initiatives and higher equipment and software expense driven by increased technology spend. Salaries and employee benefits increased, reflecting higher revenue-based compensation. These results were partially offset by a decrease in other operating expense.

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

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Citizens Financial Group, Inc.

Second quarter 2021			vs.			first quarter 2021

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

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

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

Second quarter 2021			vs.			second quarter 2020

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

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

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

    

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

Second quarter 2021			vs.			first quarter 2021

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

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

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

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Citizens Financial Group, Inc.

interest was partially offset by a decrease in term deposits.

Second quarter 2021			vs.			second quarter 2020

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

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

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

Second quarter 2021			vs.			first quarter 2021

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

Second quarter 2021			vs.			second quarter 2020

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

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

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

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Citizens Financial Group, Inc.

Second quarter 2021

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

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

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

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

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

Second quarter 2021			vs.			first quarter 2021

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

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

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

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

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

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

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

Second quarter 2021			vs.			second quarter 2020

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Citizens Financial Group, Inc.

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

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

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

•Net charge-offs of 25 basis points of average loans and leases compares with 46 basis points in second quarter 2020.

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

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

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

8

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Citizens Financial Group, Inc.

Earnings highlights:

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

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

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

9

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

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Citizens Financial Group, Inc.

Notable items:

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

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

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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) 336-4437, conference ID 2929135

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

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on July 20, 2021 through August 20, 2021. Please dial (866) 207-1041 and enter access code 1469569. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $185.1 billion in assets as of June 30, 2021. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 3,000 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

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

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

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

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

15

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

16

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

17

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Citizens Financial Group, Inc.

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

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

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

18

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Citizens Financial Group, Inc.

Forward-Looking Statements

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

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

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

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

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

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

•Our ability to meet heightened supervisory requirements and expectations;

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

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

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

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

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

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

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

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

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or

share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. Statements about the acquisition of HSBC’s East Coast branches and online deposits also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if the transaction is not consummated in a timely manner or at all.

19

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Citizens Financial Group, Inc.

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

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

CFG-IR

20

2Q21 Financial Results July 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 Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends, as well as the potential effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: • Negative economic and political conditions that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits which may affect, among other things, the level of nonperforming assets, charge-offs and provision expense; • The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; • Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals; • The COVID-19 pandemic and associated lockdowns and their effect on the economic and business environments in which we operate; • Our ability to meet heightened supervisory requirements and expectations; • Liabilities and business restrictions resulting from litigation and regulatory investigations; • Our capital and liquidity requirements under regulatory capital standards and our ability to generate capital internally or raise capital on favorable terms; • The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale; • Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets; • The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin; • Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses; • A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and • Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. Further, statements about the effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects may constitute forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. Statements about the acquisition of HSBC’s East Coast branches and online deposits also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if the transaction is not consummated in a timely manner or at all. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as “Underlying” results, "excluding elevated cash", "excluding PPP loans”, as well as other results excluding the impact of certain items. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. Reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are presented at the end of this presentation. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

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3 2Q21 GAAP financial summary 2Q21 1Q21 2Q20 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,124 $ 1,117 $ 1,160 $ 7 1 % $ (36) (3) % Noninterest income 485 542 590 (57) (11) (105) (18) Total revenue 1,609 1,659 1,750 (50) (3) (141) (8) Noninterest Expense 991 1,018 979 (27) (3) 12 1 Pre-provision profit 618 641 771 (23) (4) (153) (20) Provision for credit losses (213) (140) 464 (73) (52) (677) NM Income before income tax expense 831 781 307 50 6 524 171 Income tax expense 183 170 54 13 8 129 239 Net income $ 648 $ 611 $ 253 $ 37 6 % $ 395 156 % Preferred dividends 32 23 28 9 39 4 14 Net income available to common stockholders $ 616 $ 588 $ 225 $ 28 5 % $ 391 174 % $s in billions Average interest-earning assets $ 166.3 $ 164.4 $ 162.4 $ 2.0 1 % $ 3.9 2 % Average deposits $ 150.3 $ 146.6 $ 141.6 $ 3.7 3 % $ 8.8 6 % Performance metrics Net interest margin(1) 2.71 % 2.75 % 2.87 % (4) bps (16) bps Net interest margin, FTE(1) 2.72 2.76 2.88 (4) (16) Loans-to-deposit ratio (period-end)(2) 81.4 80.7 87.5 64 (615) ROACE 11.9 11.6 4.4 28 741 ROTCE 17.5 17.2 6.6 33 1,088 ROA 1.4 1.4 0.6 5 84 ROTA 1.5 1.4 0.6 5 87 Efficiency ratio 61.6 61.4 55.9 28 572 Noninterest income as a % of total revenue 30 % 33 % 34 % (300) bps (400) bps FTEs(3) 17,472 17,405 18,312 67 — % (840) (5) % Operating leverage (0.5) % (9.4) % Per common share Diluted earnings $ 1.44 $ 1.37 $ 0.53 $ 0.07 5 % $ 0.91 172 % Tangible book value $ 33.95 $ 32.79 $ 32.13 $ 1.16 4 % $ 1.82 6 % Average diluted shares outstanding (in millions) 427.6 427.9 427.6 (0.3) — % — — % See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

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4 2Q21 Underlying financial summary(1) Q/Q Y/Y $s in millions 2Q21 1Q21 2Q20 $/bps %/bps $/bps %/bps Net interest income $ 1,124 $ 1,117 $ 1,160 $ 7 1 % $ (36) (3) % Noninterest income 485 542 590 (57) (11) (105) (18) Total revenue 1,609 1,659 1,750 (50) (3) (141) (8) Noninterest expense 980 998 960 (18) (2) 20 2 Pre-provision profit 629 661 790 (32) (5) (161) (20) Provision for credit losses (213) (140) 464 (73) (52) (677) NM Net income available to common stockholders $ 624 $ 603 $ 235 $ 21 3 % $ 389 166 % Performance metrics Noninterest income as a % of total revenue 30 % 33 % 34 % (300) bps (400) bps Efficiency ratio 60.9 60.2 54.9 73 607 ROTCE 17.7 % 17.6 % 6.9 % 15 bps 1,084 bps Diluted EPS $ 1.46 $ 1.41 $ 0.55 $ 0.05 4 % $ 0.91 165 % Tangible book value per share $ 33.95 $ 32.79 $ 32.13 $ 1.16 4 % $ 1.82 6 % See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

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5 ■ Underlying net income of $656 million and EPS of $1.46 reflects diversity across fee income businesses given growth and build out of our business model, good expense control and excellent credit results ■ Underlying PPNR of $629 million, down 5% from 1Q21 and 20% from 2Q20, largely reflects lower Mortgage revenue on further tightening of gain-on-sale margins despite strong origination levels – Record results in Capital Markets and Wealth reflects the benefit of investments and acquisitions to broaden our capabilities – NII up 1% QoQ with interest-earning asset growth, including record retail loan originations, offsetting modest margin decline – Interest-bearing deposit costs of 16 bps, down 4 bps QoQ – Well-controlled expenses, down 2% QoQ ■ Credit provision benefit of $213 million reflects macroeconomic improvement and strong credit performance in the portfolio ■ Underlying ROTCE of 17.7% compares with 17.6% in 1Q21 and 6.9% in 2Q20 2Q21 results reflect benefit of diversified business model ■ Strong capital levels with a CET1 ratio of 10.3%(2) up from 10.1% in 1Q21 and 9.6% in 2Q20 ■ Period-end LDR ratio of 81% vs. 88% a year ago; average DDA up 24% YoY and 6% QoQ ■ Total available liquidity of ~$76 billion at June 30, 2021 ■ Credit trends remain highly favorable; Consumer and Commercial continue to improve given stronger economic outlook. NCOs of 25 bps, NPLs to loans of 0.64% is down from 0.82% at 1Q21 ■ Allowance for credit losses coverage ratio of 1.70%, or 1.75% excluding PPP loans(1) ■ TOP 6 on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – Developing TOP 7 program with details to be announced later this year ■ Prioritizing major strategic initiatives: Consumer national expansion; broadening Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisition of HSBC's East Coast branches and online deposits Overview(1) See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. Credit trends favorable Strong capital, liquidity and funding Continued progress on strategic growth and efficiency initiatives

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6 $162.4B $160.2B $163.5B $164.4B $166.3B NII and NIM $1,160 $1,137 $1,129 $1,117 $1,124 2.88% 2.83% 2.75% 2.76% 2.72% 2Q20 3Q20 4Q20 1Q21 2Q21 2.92% 2.88% 2.76% 2.72% 1Q21 Asset Yields Funding Cost Other 2Q21 ■ NII up 1% – Given interest-earning asset growth and higher day count, partially offset by lower net interest margin ■ NIM of 2.72%, down 4 bps – Reflects lower earning-asset yields, partially offset by improved funding mix and disciplined deposit pricing – Interest-bearing deposit costs of 16 bps, down 4 bps ■ Interest rate sensitivity from gradual 200 bps rise increased to 10.7% from 8.5% in 1Q21, largely reflecting higher deposit levels Net interest income $ in millions, except earning assets Average interest-earning assets Net interest income NIM, FTE Year-Over-Year Linked Quarter Modest loan growth and disciplined deposit pricing offset lower loan yields Highlights NIM, FTE NIM, excluding impact of elevated cash(1) NIM impact from elevated cash above target16 bps 16 bps 2Q21 ■ NII down 3% – A lower NIM was partially offset by 2% growth in interest-earning assets ■ NIM of 2.72%, down 16 bps – Impact of lower rate environment, lower interest- earning asset yields and elevated cash balances given strong deposit flows – Partially offset by improved funding mix and deposit pricing – Interest-bearing deposit costs down 32 bps (0.05)% 0.03% (0.02)% NIM 1Q21 to 2Q21 1Q21 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

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7 $590 $654 $578 $542 $485 $314 $367 $385 $377 $400 $276 $287 $193 $165 Mortgage fees All other fee income 2Q20 3Q20 4Q20 1Q21 2Q21 Noninterest income Year-Over-Year Linked Quarter Noninterest income $s in millions ■ Noninterest income decreased 11% – Mortgage banking fees down $80 million given $54 million decline in production revenue on lower gain-on-sale margins as well as an increase in agency fees. Results also reflect a $26 million net decline in servicing results given the swing in MSR hedge results ($25 million gain to $14 million loss), partially offset by a $13 million increase in operating results – Record capital markets fees, up $10 million, reflecting higher loan syndication fees – Card fees up $9 million, reflecting higher volumes driven by the economic recovery as well as seasonality – Record wealth fees, up $2 million, reflecting an increase in AUM from strong net inflows and higher equity market levels ■ Noninterest income, down 18% – Mortgage banking fees down $191 million given lower gain- on-sale margins – Service charges and fees and Card fees each up $16 million reflecting partial recovery from COVID-19 impacts – Capital markets fees up $30 million given higher loan syndication and M&A advisory fees – Record wealth fees, up $15 million, reflecting an increase in AUM from strong net inflows and higher equity market levels $85 Noninterest income down 11% QoQ, 6% growth excluding Mortgage; record Capital Markets and Wealth $s in millions 2Q21 1Q21 2Q20 $ Q/Q Y/Y Mortgage banking fees $ 85 $ 165 $ 276 $ (80) $ (191) Service charges and fees 100 99 84 1 16 Capital markets fees 91 81 61 10 30 Card fees 64 55 48 9 16 Trust and investment services fees 60 58 45 2 15 Letter of credit and loan fees 38 38 31 — 7 FX and interest rate products 28 28 34 — (6) Securities gains, net 3 3 3 — — Other income(1) 16 15 8 1 8 Noninterest income $ 485 $ 542 $ 590 $ (57) $ (105) Highlights See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

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8 54.9% 53.4% 56.8% 60.2% 60.9% 2Q20 3Q20 4Q20 1Q21 2Q21 Noninterest expense(1) Year-Over-Year Linked Quarter ■ Underlying noninterest expense down 2% – Primarily reflects seasonally lower salaries and employee benefits, along with strong expense discipline ■ Underlying noninterest expense up 2% – Salaries and employee benefits up 3%, reflecting higher revenue-based compensation – Equipment and software expense up 6% given continued investments in technology – Outside services expense up 12% largely tied to growth initiatives – Other operating expense declined 16% given lower FDIC expense and lower fraud-related costs Underlying, as applicable 2Q21 1Q21 2Q20 $ $s in millions Q/Q Y/Y Salaries & employee benefits $ 524 $ 548 $ 509 $ (24) $ 15 Equipment & software 151 148 142 3 9 Outside services 133 132 119 1 14 Occupancy 79 79 79 — — Other operating expense 93 91 111 2 (18) Noninterest expense $ 980 $ 998 $ 960 $ (18) $ 20 Full-time equivalents (FTEs) 17,472 17,405 18,312 67 (840) Highlights Underlying efficiency ratio See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. Well controlled expenses, down 2% QoQ

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9 $128.8 $124.9 $123.5 $122.8 $123.5 $61.3 $61.1 $61.9 $62.0 $62.8 $67.4 $63.9 $61.5 $60.9 $60.7 Retail loans Commercial loans and leases 2Q20 3Q20 4Q20 1Q21 2Q21 Highlights Loans and leases $s in billions Average loans up 1% QoQ reflecting strength in retail with record originations Year-Over-Year Linked Quarter ■ Average loans up $643 million, or 1% – Retail up $867 million, or 1.4%, reflecting growth in residential mortgage, education and auto, partially offset by planned run off in personal unsecured – Commercial flat ex-PPP ■ Period-end loans up $386 million, or 0.3%; up 1.8% ex PPP, reflecting an increase of $1.7 billion in retail and $0.3 billion in commercial(2) ■ Average loans down $5.3 billion, or 4% – Retail up $1.5 billion, or 2%, with growth in education, residential mortgage and auto, partially offset by planned run off in personal unsecured and a decrease in home equity – Commercial down $6.8 billion, or 10%, reflecting COVID-19 related line draw repayments, partially offset by an increase in PPP ■ Period-end loans down $3.1 billion, or 2%, with commercial loans down 9% and retail loans up 4% Average loans and leases(1) $125.7 $124.1 $123.1 $122.2 $122.6 $60.8 $61.7 $62.3 $61.8 $63.5 $64.9 $62.4 $60.8 $60.4 $59.1 Retail loans Commercial loans and leases 2Q20 3Q20 4Q20 1Q21 2Q21 $s in billions Period-end loans and leases See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

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10 $141.6 $141.4 $145.3 $146.6 $150.3 2Q20 3Q20 4Q20 1Q21 2Q21 Highlights Average funding and cost of funds Average deposits up 6% YoY and 3% QoQ; continue to drive down cost of funds Year-Over-Year Linked Quarter ■ Average deposits up 3% with growth in demand deposits, checking with interest and savings, partially offset by a decrease in term deposits ■ Citizens Access® period-end deposits of $4.9 billion, down 7% given run off of term deposits ■ Interest-bearing deposits costs of 16 bps, down 4 bps ■ Total deposit costs down 3 bps ■ Average deposits up $9 billion, or 6%, with growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits ■ Total deposit costs down 24 bps, reflecting the impact of lower rates and favorable shift in deposit mix; interest-bearing deposit costs down 32 bps ■ Period-end deposit growth of $7.0 billion, or 5%, reflecting government stimulus and clients building liquidity $s in billions Growing lower-cost deposits(1) See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. 0.35% 0.25% 0.19% 0.14% 0.11% 0.48% 0.35% 0.27% 0.20% 0.16% Total deposit costs Interest-bearing deposit costs Demand deposits Other interest-bearing deposits Term deposits

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11 2.01% 2.21% 2.17% 1.94% 1.70% Allowance for loan and lease losses Allowance to loan coverage ratio Allowance to loan coverage ratio ex. PPP 2Q20 3Q20 4Q20 1Q21 2Q21 2.09% 2.29% 2.24% 2.03% 1.75% 0.46% 0.70% 0.61% 0.52% 0.25% Provision for credit losses Net charge-offs Net c/o ratio 2Q20 3Q20 4Q20 1Q21 2Q21 Provision for credit losses, net charge-offs Nonaccrual loans Highlights Credit quality(1) $s in millions ■ NCOs of $78 million decreased $80 million driven by improvement in commercial ■ Nonaccrual loans decreased $229 million QoQ reflecting a $116 million decrease in commercial, and a $113 million decrease in retail ■ Credit provision benefit of $213 million driven by macroeconomic improvement and strong credit performance ■ 2Q21 ACL ratio of 1.70%, or 1.75% ex. PPP loans(2), compares with 1.94% in 1Q21, or 2.03% ex. PPP loans, and 2.01% or 2.09% ex. PPP in 2Q20 ■ ACL to nonaccrual loans and leases ratio of 267% compares with 235% as of 1Q21 and 255% as of 2Q20 $s in millions 0.79% 1.03% 0.83% Nonaccrual loans Nonaccrual loans to total loans 2Q20 3Q20 4Q20 1Q21 2Q21 Allowance for credit losses $s in millions 0.70% See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. $464 $147 $428 $219 $124 $190 $(140) $158 (3) (2) $78 $(213) $990 $1,277 $1,019 $1,008 $779 $2,527 $2,736 $2,670 $2,372 $2,081 0.82% 0.64%

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12 1Q21 2Q21 Retail 1.72% 1.59% Commercial ex. PPP(3) 2.37% 1.93% Total CFG ex. PPP(3) 2.03% 1.75% Allowance for credit losses $1,747 $2,372 $83 $(78) $(37) $(259) $2,081 CECL Day 1 1Q21 New Loan Originations Net Charge-offs Portfolio Changes Economic/ Qualitative Changes 2Q21 Allowance for Credit Losses ■ Reserve release driven by sustained macroeconomic improvement and strong credit performance in the portfolio ■ Commercial areas of market concern continued to improve, decreasing from 2.3% in 1Q21 to 1.0% of total CFG loans in 2Q21 1. Portfolio Changes: run off, changes in credit quality, aging of existing portfolio and utilization changes. 2. Economic/Qualitative Changes: changes to macroeconomic variables and qualitative factors, including management overlays. Reserve Coverage (1) (2) See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. Commentary Reserve release of $291 million; robust reserve coverage of 1.75% ex. PPP(3)

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13 Period-end loans-to-deposit ratioCapital levels continue to strengthen Highlights ■ 2Q21 CET1 ratio of 10.3%, up from 10.1% in 1Q21, slightly above our target 9.75%-10.0% operating range – The acquisition of the HSBC deposits is expected to close in 1Q22 and have a ~24 bp impact on CET1 ■ Paid $168 million in common dividends to shareholders in 2Q21 ■ Issued $300 million of Series G preferred stock that qualifies as additional tier 1 capital. On July 6, 2021, redeemed $250 million Series A preferred stock ■ Period-end LDR ratio 81.4% ■ Total available liquidity of ~$76 billion at June 30, 2021 Capital and liquidity remain strong $s in billions (period-end) 2Q20 3Q20 4Q20 1Q21 2Q21 Basel III basis(1)(2) Common equity tier 1 capital $ 14.2 $ 14.3 $ 14.6 $ 14.9 $ 15.3 Risk-weighted assets $ 147.3 $ 146.1 $ 146.8 $ 147.8 $ 148.6 Common equity tier 1 ratio 9.6 % 9.8 % 10.0 % 10.1 % 10.3 % Tier 1 capital ratio 10.9 % 11.2 % 11.3 % 11.4 % 11.6 % Total capital ratio 13.1 % 13.3 % 13.4 % 13.4 % 13.5 % 10.1% 0.44 (0.05) (0.20) 10.3% 1Q21 Net Income RWA Common dividends & other 2Q21 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. 87.5% 86.8% 83.6% 80.7% 81.4% 2Q20 3Q20 4Q20 1Q21 2Q21

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14 Business highlights and strategic priorities See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. G ro up Execution of TOP 6 and Balance Sheet Optimization ■ On track for total TOP 6 target pre-tax run-rate benefit of ~$400-$425 million by YE2021. Developing TOP 7 transformational efficiency opportunities ■ Evaluating originate-to-distribute opportunities to improve capital efficiency and returns Grow brand equity ■ Euromoney Awards for Excellence: The 2021 Best U.S. Bank ■ Named Best Regional Bank in New England by Global Finance Magazine ■ Forbes’ list of America’s Best Employers for Diversity 3rd year running ■ Released our 4th annual Corporate Responsibility Report Strategy Highlights Co ns um er E2E digital transformation ■ E2E digital transformation to increase sales and drive self-service interactions ■ Announced acquisition of HSBC's East Coast branches and online deposits; will add ~800K customers ■ Opened first Florida Wealth Center in West Palm Beach ■ Strong digital sales volume in 2Q21; up 61% YoY(1) ■ National Digital Bank on track to launch Mortgage and Student Refi by YE21 ■ Citizens PayTM has 14 active active partners, with an additional 7 ready to launch; robust pipeline ■ Launched “Quest”, our new mass-affluent value proposition National expansion ■ Leverage Citizens Access® and lending capabilities to deliver national value proposition ■ Citizens PayTM launch; develop direct-to- consumer digital experience Deepening relationships ■ Accelerate growth in Wealth ■ Branch transformation/advisory focus Co m m er ci al Enhancing coverage model ■ Strengthen corporate finance advisory model with deep industry expertise across key verticals ■ Launched 6 industry verticals including: – Aerospace, Defense and Government, Transportation and Logistics, Communication, Human Capital Management, Restaurant and Food Services, and Gaming ■ Continued top 10 overall middle market bookrunner(2) ■ Record Capital Markets results, including record syndication fees and strength in debt underwriting ■ Increased lead left transactions QoQ Expanding geographic reach ■ Grow mid-corporate client base through geographic expansion into Southeast, Texas and California Building solution sets and fee capabilities ■ Enhance capabilities in Treasury Solutions and Capital Markets to deepen relationships ■ Digitize processes for clients and colleagues to enhance efficiencies

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

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

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17 3Q21 outlook vs. 2Q21 2Q21 Underlying(1) 3Q21 Underlying outlook(1) Net interest income ■ $1,124 million ■ NII up 2-3% ■ Average loans up slightly with spot loans up 2-3%; earning assets broadly stable ■ NIM up low-to-mid single digits Noninterest income ■ $485 million ■ Up 2-4% Noninterest expense ■ $980 million ■ Up slightly Credit ■ $213 million provision benefit; NCOs 25 bps of average loans ■ Net charge-offs of 20-25 bps of average loans ■ Expect provision expense less than net charge-offs See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. PPNR expected to return to quarterly growth 2H21; positive operating leverage in Q3, Q4 and 2H21 Credit outlook substantially improved with expected full-year NCO range of 25-35 bps, down from prior expectations of 35-45 bps

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18 Key messages ■ Underlying PPNR of $629 million, down 5% from 1Q21 and 20% from 2Q20 – Largely reflects lower Mortgage revenue on further tightening of gain-on-sale margins despite strong origination levels – Record results in Capital Markets and Wealth reflects the benefit of investments and acquisitions to broaden our capabilities – Continued expense discipline ■ Citizens remains well capitalized and maintains ample liquidity – Robust capital levels with CET1 ratio of 10.3%(1) – ACL/loans of 1.70%, or 1.75% excluding PPP loans(2) – End of period LDR of 81% ■ TBV/share of $33.95 up 6% YoY and up slightly QoQ ■ Prioritizing major strategic initiatives: Consumer national expansion; broadening Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities – Announced acquisition of HSBC East Coast branches and online deposits – Seeking to selectively further strengthen our franchise and broaden capabilities ■ TOP 6 on track for total target pre-tax run-rate benefit of ~$400-$425 million by YE2021 – Identifying further transformational efficiency opportunities and developing a TOP 7 program with details to be announced later this year ■ Well positioned to benefit from the economic recovery in 2H21 while strengthening our franchise and positioning Citizens for sustainable success See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. Citizens 2Q21 results reflect diversity across fee income businesses, expense control and excellent credit

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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 ê5% $661 $629 1Q21 2Q21 Linked-quarter Underlying results(1) Return on average total tangible assets Return on average tangible common equity Average loans $s in billions Average deposits $s in billions Up modestly $3.5 2 $3.5 6 é4% $122.8 $123.5 1Q21 2Q21 $146.6 $150.3 1Q21 2Q21 1.44% 1.48% 1Q21 2Q21 17.6% 17.7% 1Q21 2Q21 $603 $624 $1.41 $1.46 1Q21 2Q21 é3% Pre-provision profit $s in millions See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. é15 bps é4 bps é3%

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21 $790 $629 2Q20 2Q21 Year-over-year Underlying results(1) Return on average total tangible assets ê20% Average loans $s in billions ê4% Net income available to common shareholders and EPS $s in millions, except per share data Return on average tangible common equity Average deposits $s in billions $3.5 2 é87 bps $3.5 6 $128.8 $123.5 2Q20 2Q21 $141.6 $150.3 2Q20 2Q21 0.61% 1.48% 2Q20 2Q21 6.9% 17.7% 2Q20 2Q21 é6% Pre-provision profit $s in millions é1,084 bps $235 $624 $0.55 $1.46 2Q20 2Q21 See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. é165% é166%

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

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23 Allocation of allowance for credit losses by product type March 31, 2021 June 30, 2021 (in millions) Loans and Leases Allowance Coverage Coverage (ex-PPP)(2) Loans and Leases Allowance Coverage Coverage (ex-PPP)(2) Allowance for Loans and Lease Losses Commercial and industrial(1) $44,058 $742 1.68 % 1.91 % $42,842 $674 1.57 % 1.71 % Commercial real estate 14,553 353 2.43 14,412 218 1.51 Leases 1,802 51 2.82 1,829 61 3.36 Total commercial 60,413 1,146 1.90 2.07 59,083 953 1.61 1.71 Residential mortgages 19,202 125 0.65 20,538 140 0.68 Home equity 11,854 102 0.86 11,841 102 0.86 Automobile 12,344 175 1.41 12,780 168 1.31 Education 12,691 342 2.70 12,800 322 2.51 Other retail 5,691 304 5.34 5,539 262 4.74 Total retail loans 61,782 1,048 1.70 63,498 994 1.57 Total loans and leases $122,195 $2,194 1.80 % 1.87 $122,581 $1,947 1.59 % 1.63 % Allowance for Unfunded Lending Commitments(2) Commercial $165 2.17 % 2.37 % $121 1.82 % 1.93 % Retail 13 1.72 13 1.59 Total allowance for unfunded lending commitments $178 $134 Allowance for credit losses(2) $122,195 $2,372 1.94 % 2.03 % $122,581 $2,081 1.70 % 1.75 % Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $5,148 million and $3,479 million as of March 31, 2021 and June 30, 2021, respectively. See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24.

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24 Notable Items(1) First quarter and second quarter 2021, and second quarter 2020 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives as well as integration costs. These notable items have been excluded from reported results to better reflect Underlying operating results. See pages 25-26 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 24. Notable items - integration costs 2Q21 1Q21 2Q20 ($s in millions) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Noninterest income $ — $ — $ — $ — $ — $ — Salaries & benefits $ — $ — $ — $ — $ — $ — Equipment and software — — — — — — Outside services (2) (1) — — (2) (1) Occupancy — — — — — — Other expense — — — — — — Noninterest expense $ (2) $ (1) $ — $ — $ (2) $ (1) Total Integration Costs $ (2) $ (1) $ — $ — $ (2) $ (1) Other notable items - primarily tax and TOP 2Q21 1Q21 2Q20 ($s in millions, except per share data) Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Tax notable items $ — $ — $ — $ — $ — $ 4 Other notable items- TOP & other actions Noninterest income $ — $ — $ — $ — $ — $ — Salaries & benefits — — — — (4) (4) Equipment and software (4) (3) (4) (3) — — Outside services (2) (2) (7) (5) (10) (7) Occupancy (3) (2) (9) (7) (3) (2) Other expense — — — — — — Noninterest expense $ (9) $ (7) $ (20) $ (15) $ (17) $ (13) Total Other Notable Items $ (9) $ (7) $ (20) $ (15) $ (17) $ (9) Total Notable Items $ (11) $ (8) $ (20) $ (15) $ (19) $ (10) EPS Impact $ (0.02) $ (0.04) $ (0.02)

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25 Notes on Non-GAAP Financial Measures See important information on Non-GAAP Financial Measures, as applicable, at the beginning and end of this presentation for an explanation of our use of these metrics and non-GAAP financial measures and their reconciliations to GAAP financial measures. “Underlying” results exclude the impact of notable items. Where there is a reference to Underlying results in a paragraph or table, all measures that follow these references are on the same basis, when applicable. Allowance coverage ratios for loans and leases includes the allowance for funded loans and leases in the numerator and funded loans and leases in the denominator. Allowance coverage ratios for credit losses includes the allowance for funded loans and leases and allowance for unfunded lending commitments in the numerator and funded loans and leases in the denominator. Coverage ex-PPP calculated to exclude PPP loans which are fully guaranteed and included in the commercial and industrial category. PPP loan balances were $5,148 million and $3,479 million as of March 31, 2021 and June 30, 2021, respectively. See slide 23 for more details on the calculations General Notes a. References to net interest margin are on a fully taxable equivalent ("FTE") basis. b. Throughout this presentation, references to consolidated and/or commercial loans and loan growth include leases. Loans held for sale are also referred to as LHFS. c. Select totals may not sum due to rounding. d. Based on Basel III standardized approach. Capital Ratios are preliminary. e. Throughout this presentation, reference to balance sheet items are on an average basis and loans exclude held for sale unless otherwise noted. f. NIM excluding elevated cash adjusts interest-earning assets to exclude the impact of cash above targeted operating levels. Notes Notes on slide 3 - 2Q21 GAAP financial summary 1) See above general note a). 2) In 3Q18, we revised our method of calculating the loans-to-deposit ratio to exclude loans held for sale, consistent with general industry practice. 3) Full-time equivalent employees. Notes on slide 4 - 2Q21 Underlying financial summary 1) See above note on non-GAAP financial measures. Notes on slide 5 - Overview 1) See above note on non-GAAP financial measures. 2) See above general note d). Notes on slide 6 - Net interest income 1) See above note non-GAAP financial measures. See above general note f). Notes on slide 7 - Noninterest income 1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented. Notes on slide 8 - Noninterest expense 1) See above note on non-GAAP financial measures. Notes on slide 9 - Loans and leases 1) See above general note c). 2) See above note non-GAAP financial measures). Notes on slide 10 - Average funding and cost of funds 1) See above general note e). Notes on slide 11 - Credit quality 1) Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing. 2) See above note on non-GAAP financial measures. 3) Allowance for credit losses to nonperforming loans and leases. Notes on slide 12 - Allowance for credit losses 3) See above note on non-GAAP financial measures. Notes on slide 13 - Capital and liquidity remain strong 1) See above general note d). 2) For regulatory capital purposes, in connection with the Federal Reserve’s final interim rule as of April 3, 2020, 100% of the $451 million Day-1 CECL impact recorded as of January 1, 2020 will be deferred over a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25% of the cumulative reserve build of $923 million since January 1, 2020, or $231 million, will be phased in over the same time frame. Notes on slide 14 - Business highlights and strategic priorities 1) Digital sales includes retail deposit and loan products, excluding products no longer originated. 2) Thomson Reuters LPC, Loan syndication league table ranking for the prior twelve months as of 2Q21 based on volume and deals for Overall U.S. Middle Market (defined as Borrower Revenues <$500 million and Deal Size <$500 million).

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26 Notes continued Notes on slide 17 - 3Q21 outlook vs. 2Q21 1) See above note on non-GAAP financial measures. Notes on slide 18 - Key messages 1) See above general note d). 2) See above note on non-GAAP financial measures. Notes on slide 20 - Linked-quarter Underlying results 1) See above note on non-GAAP financial measures. Notes on slide 21 - Year-over-year Underlying results 1) See above note on non-GAAP financial measures. Notes on slide 23 - Allocation of allowance for credit losses by product type 1) Includes commercial leases. 2) See above note on non-GAAP financial measures. Notes on slide 24 - Notable Items 1) See above note on non-GAAP financial measures.

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

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

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

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

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

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

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Financial Supplement

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

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

3

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CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)

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

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

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

4

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CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)

						QUARTERLY TRENDS																																																						FOR THE SIX MONTHS ENDED JUNE 30,
																																				2Q21 Change																																				2021 Change
						2Q21						1Q21						4Q20						3Q20						2Q20						1Q21												2Q20												2021						2020						2020
																																				$						%						$						%																		$						%
INTEREST INCOME
Interest and fees on loans and leases						$1,058						$1,061						$1,105						$1,120						$1,192						($3)						—		%				($134)						(11		%)				$2,119						$2,494						($375)						(15		%)
Interest and fees on loans held for sale						24						18						19						21						20						6						33						4						20						42						35						7						20
Interest and fees on other loans held for sale						2						6						1						16						7						(4)						(67)						(5)						(71)						8						16						(8)						(50)
Investment securities						124						128						121						121						130						(4)						(3)						(6)						(5)						252						277						(25)						(9)
Interest-bearing deposits in banks						3						3						3						2						1						—						—						2						200						6						6						—						—
Total interest income						1,211						1,216						1,249						1,280						1,350						(5)						—						(139)						(10)						2,427						2,828						(401)						(14)
INTEREST EXPENSE
Deposits						42						50						69						89						124						(8)						(16)						(82)						(66)						92						351						(259)						(74)
Short-term borrowed funds						—						—						1						—						—						—						—						—						—						—						1						(1)						(100)
Long-term borrowed funds						45						49						50						54						66						(4)						(8)						(21)						(32)						94						156						(62)						(40)
Total interest expense						87						99						120						143						190						(12)						(12)						(103)						(54)						186						508						(322)						(63)
Net interest income						1,124						1,117						1,129						1,137						1,160						7						1						(36)						(3)						2,241						2,320						(79)						(3)
NONINTEREST INCOME
Mortgage banking fees						85						165						193						287						276						(80)						(48)						(191)						(69)						250						435						(185)						(43)
Service charges and fees						100						99						104						97						84						1						1						16						19						199						202						(3)						(1)
Capital markets fees						91						81						88						58						61						10						12						30						49						172						104						68						65
Card fees						64						55						56						57						48						9						16						16						33						119						104						15						14
Trust and investment services fees						60						58						52						53						45						2						3						15						33						118						98						20						20
Letter of credit and loan fees						38						38						38						37						31						—						—						7						23						76						65						11						17
Foreign exchange and interest rate products						28						28						35						27						34						—						—						(6)						(18)						56						58						(2)						(3)
Securities gains, net						3						3						—						1						3						—						—						—						—						6						3						3						100
Other income						16						15						12						37						8						1						7						8						100						31						18						13						72
Total noninterest income						485						542						578						654						590						(57)						(11)						(105)						(18)						1,027						1,087						(60)						(6)
TOTAL REVENUE						1,609						1,659						1,707						1,791						1,750						(50)						(3)						(141)						(8)						3,268						3,407						(139)						(4)
Provision for credit losses						(213)						(140)						124						428						464						(73)						(52)						(677)						NM						(353)						1,064						(1,417)						NM
NONINTEREST EXPENSE
Salaries and employee benefits						524						548						537						524						513						(24)						(4)						11						2						1,072						1,062						10						1
Equipment and software						155						152						141						149						142						3						2						13						9						307						275						32						12
Outside services						137						139						148						139						131						(2)						(1)						6						5						276						266						10						4
Occupancy						82						88						84						81						82						(6)						(7)						—						—						170						166						4						2
Other operating expense						93						91						102						95						111						2						2						(18)						(16)						184						222						(38)						(17)
Total noninterest expense						991						1,018						1,012						988						979						(27)						(3)						12						1						2,009						1,991						18						1
Income before income tax expense						831						781						571						375						307						50						6						524						171						1,612						352						1,260						NM
Income tax expense						183						170						115						61						54						13						8						129						239						353						65						288						NM
Net income						$648						$611						$456						$314						$253						$37						6		%				$395						156		%				$1,259						$287						$972						NM
Net income, Underlying1						$656						$626						$480						$338						$263						$30						5		%				$393						149		%				$1,282						$322						$960						NM
Net income available to common stockholders						$616						$588						$424						$289						$225						$28						5		%				$391						174		%				$1,204						$237						$967						NM
Net income available to common stockholders, Underlying1						$624						$603						$448						$313						$235						$21						3		%				$389						166		%				$1,227						$272						$955						NM

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

5

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CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)

PERIOD-END BALANCES						AS OF																														JUNE 30, 2021 CHANGE
						June 30, 2021						Mar 31, 2021						Dec 31, 2020						Sept 30, 2020						June 30, 2020						March 31, 2021												June 30, 2020
																																				$						%						$						%
ASSETS
Cash and due from banks						$1,035						$1,117						$1,037						$904						$1,088						($82)						(7		%)				($53)						(5		%)
Interest-bearing cash and due from banks						11,606						13,543						11,696						8,312						6,358						(1,937)						(14)						5,248						83
Interest-bearing deposits in banks						401						308						306						328						475						93						30						(74)						(16)
Debt securities available for sale, at fair value						24,583						24,467						22,942						22,884						22,144						116						—						2,439						11
Debt securities held to maturity						2,711						2,995						3,235						2,578						2,856						(284)						(9)						(145)						(5)
Loans held for sale, at fair value						3,616						4,304						3,564						3,587						3,631						(688)						(16)						(15)						—
Other loans held for sale						82						75						439						127						1,362						7						9						(1,280)						(94)
Loans and leases						122,581						122,195						123,090						124,071						125,713						386						—						(3,132)						(2)
Less: Allowance for loan and lease losses						(1,947)						(2,194)						(2,443)						(2,542)						(2,448)						247						(11)						501						(20)
Net loans and leases						120,634						120,001						120,647						121,529						123,265						633						1						(2,631)						(2)
Derivative assets						1,655						1,298						1,915						2,030						2,069						357						28						(414)						(20)
Premises and equipment						735						743						759						747						751						(8)						(1)						(16)						(2)
Bank-owned life insurance						2,268						2,135						1,756						1,751						1,739						133						6						529						30
Goodwill						7,050						7,050						7,050						7,050						7,050						—						—						—						—
Other assets						8,728						9,181						8,003						7,401						7,086						(453)						(5)						1,642						23
TOTAL ASSETS						$185,104						$187,217						$183,349						$179,228						$179,874						($2,113)						(1		%)				$5,230						3		%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing						$47,480						$46,067						$43,831						$41,249						$40,545						$1,413						3		%				$6,935						17		%
Interest-bearing						103,156						105,282						103,333						101,672						103,073						(2,126)						(2)						83						—
Total deposits						150,636						151,349						147,164						142,921						143,618						(713)						—						7,018						5
Short-term borrowed funds						62						70						243						252						255						(8)						(11)						(193)						(76)
Derivative liabilities						144						111						128						100						198						33						30						(54)						(27)
Deferred taxes, net						720						593						629						638						709						127						21						11						2
Long-term borrowed funds:
FHLB advances						18						19						19						19						6						(1)						(5)						12						200
Senior debt						5,357						6,714						6,740						7,504						7,519						(1,357)						(20)						(2,162)						(29)
Subordinated debt and other debt						1,582						1,583						1,587						1,586						1,677						(1)						—						(95)						(6)
Total long-term borrowed funds						6,957						8,316						8,346						9,109						9,202						(1,359)						(16)						(2,245)						(24)
Other liabilities						3,386						4,125						4,166						3,739						3,474						(739)						(18)						(88)						(3)
TOTAL LIABILITIES						161,905						164,564						160,676						156,759						157,456						(2,659)						(2)						4,449						3
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented						2,014						1,965						1,965						1,965						1,965						49						2						49						2
Common stock:
$0.01 par value, 1,000,000,000 shares authorized for each of the periods presented						6						6						6						6						6						—						—						—						—
Additional paid-in capital						18,964						18,945						18,940						18,922						18,908						19						—						56						—
Retained earnings						7,314						6,866						6,445						6,189						6,068						448						7						1,246						21
Treasury stock, at cost						(4,718)						(4,718)						(4,623)						(4,623)						(4,623)						—						—						(95)						(2)
Accumulated other comprehensive income (loss)						(381)						(411)						(60)						10						94						30						7						(475)						NM
TOTAL STOCKHOLDERS' EQUITY						23,199						22,653						22,673						22,469						22,418						546						2						781						3
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY						$185,104						$187,217						$183,349						$179,228						$179,874						($2,113)						(1		%)				$5,230						3		%
Memo: Total tangible common equity						$14,466						$13,964						$13,979						$13,771						$13,716						$502						4		%				$750						5		%

6

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LOANS AND DEPOSITS

(in millions)

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

7

---

AVERAGE BALANCE SHEETS

(in millions)

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

8

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AVERAGE ANNUALIZED YIELDS AND RATES

(in millions, except rates)

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

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

9

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MORTGAGE BANKING FEES SUMMARY

(in millions, except ratio data)

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

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

10

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SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)

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

1Includes loans held for sale.

11

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SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)

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

1Includes loans held for sale.

12

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SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)

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

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

2Includes loans held for sale.

13

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CREDIT-RELATED INFORMATION

(in millions, except ratio data)

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

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

2Nonaccrual loans and leases by product includes repossessed assets.

14

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)

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

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

15

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

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

16

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)

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

17

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CREDIT-RELATED INFORMATION, CONTINUED

(in millions)

						QUARTERLY TRENDS																																																						FOR THE SIX MONTHS ENDED JUNE 30,
																																				2Q21 Change																																				2021 Change
						2Q21						1Q21						4Q20						3Q20						2Q20						1Q21												2Q20												2021						2020						2020
																																				$						%						$						%																		$						%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning						$2,194						$2,443						$2,542						$2,448						$2,171						($249)						(10		%)				$23						1		%				$2,443						$1,252						$1,191						95		%
Cumulative effect of change in accounting principle:
Commercial						—						—						—						—						—						—						—						—						—						—						(176)						176						(100)
Retail						—						—						—						—						—						—						—						—						—						—						629						(629)						(100)
Total cumulative effect of change in accounting principle						—						—						—						—						—						—						—						—						—						—						453						(453)						(100)
Allowance for loan and lease losses - beginning, adjusted						2,194						2,443						2,542						2,448						2,171						(249)						(10)						23						1						2,443						1,705						738						43
Charge-offs:
Commercial						45						134						145						171						74						(89)						(66)						(29)						(39)						179						121						58						48
Retail						80						93						87						86						106						(13)						(14)						(26)						(25)						173						233						(60)						(26)
Total charge-offs						125						227						232						257						180						(102)						(45)						(55)						(31)						352						354						(2)						(1)
Recoveries:
Commercial						4						30						5						1						3						(26)						(87)						1						33						34						6						28						NM
Retail						43						39						37						37						30						4						10						13						43						82						64						18						28
Total recoveries						47						69						42						38						33						(22)						(32)						14						42						116						70						46						66
Net charge-offs						78						158						190						219						147						(80)						(51)						(69)						(47)						236						284						(48)						(17)
Provision for loan and lease losses:
Commercial						(152)						17						84						224						554						(169)						NM						(706)						NM						(135)						852						(987)						NM
Retail						(17)						(108)						7						89						(130)						91						84						113						87						(125)						175						(300)						NM
Total provision for loan and lease losses						(169)						(91)						91						313						424						(78)						(86)						(593)						NM						(260)						1,027						(1,287)						NM
Allowance for loan and lease losses - ending						$1,947						$2,194						$2,443						$2,542						$2,448						($247)						(11		%)				($501)						(20		%)				$1,947						$2,448						($501)						(20		%)
Allowance for unfunded lending commitments - beginning						$178						$227						$194						$79						$39						($49)						(22		%)				$139						NM						$227						$44						$183						NM
Cumulative effect of change in accounting principle						—						—						—						—						—						—						—						—						—						—						(2)						2						100
Provision for unfunded lending commitments						(44)						(49)						33						115						40						5						10						(84)						NM						(93)						37						(130)						NM
Allowance for unfunded lending commitments - ending						$134						$178						$227						$194						$79						($44)						(25		%)				$55						70						$134						$79						$55						70
Total allowance for credit losses - ending						$2,081						$2,372						$2,670						$2,736						$2,527						($291)						(12		%)				($446)						(18		%)				$2,081						$2,527						($446)						(18		%)
Memo: Total allowance for credit losses by product
Commercial						$1,074						$1,311						$1,419						$1,441						$1,304						($237)						(18		%)				($230)						(18		%)				$1,074						$1,304						($230)						(18		%)
Retail						1,007						1,061						1,251						1,295						1,223						(54)						(5)						(216)						(18)						1,007						1,223						(216)						(18)
Total allowance for credit losses						$2,081						$2,372						$2,670						$2,736						$2,527						($291)						(12		%)				($446)						(18		%)				$2,081						$2,527						($446)						(18		%)

18

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CAPITAL AND RATIOS

(in millions, except ratio data)

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

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

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

19

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

21

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

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

22

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

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

23

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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

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

24

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NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)

									SECOND QUARTER 2021																								FIRST QUARTER 2021																								FOURTH QUARTER 2020
									Consumer Banking						Commercial Banking						Other						Consolidated						Consumer Banking						Commercial Banking						Other						Consolidated						Consumer Banking						Commercial Banking						Other						Consolidated
Net income (loss) available to common stockholders:
Net income (loss)			A						$286						$265						$97						$648						$302						$211						$98						$611						$322						$221						($87)						$456
Less: Preferred stock dividends									—						—						32						32						—						—						23						23						—						—						32						32
Net income (loss) available to common stockholders			B						$286						$265						$65						$616						$302						$211						$75						$588						$322						$221						($119)						$424
Return on average total tangible assets:
Average total assets (GAAP)									$75,600						$57,527						$51,329						$184,456						$75,283						$57,738						$49,548						$182,569						$74,392						$58,212						$48,457						$181,061
Less: Average goodwill (GAAP)									122						52						6,876						7,050						122						52						6,876						7,050						122						52						6,876						7,050
Average other intangibles (GAAP)									35						4						14						53						37						5						15						57						39						5						16						60
Add: Average deferred tax liabilities related to goodwill (GAAP)									4						1						376						381						3						1						375						379						3						1						373						377
Average tangible assets			C						$75,447						$57,472						$44,815						$177,734						$75,127						$57,682						$43,032						$175,841						$74,234						$58,156						$41,938						$174,328
Return on average total tangible assets			A/C						1.52		%				1.85		%				NM						1.46		%				1.63		%				1.48		%				NM						1.41		%				1.72		%				1.51		%				NM						1.04		%
Efficiency ratio:
Noninterest expense (GAAP)			D						$751						$226						$14						$991						$750						$227						$41						$1,018						$749						$216						$47						$1,012
Net interest income (GAAP)									897						419						(192)						1,124						863						421						(167)						1,117						859						438						(168)						1,129
Noninterest income (GAAP)									283						178						24						485						351						170						21						542						375						182						21						578
Total revenue (GAAP)			E						$1,180						$597						($168)						$1,609						$1,214						$591						($146)						$1,659						$1,234						$620						($147)						$1,707
Efficiency ratio			D/E						63.62		%				37.86		%				NM						61.63		%				61.79		%				38.33		%				NM						61.35		%				60.75		%				34.94		%				NM						59.28		%

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

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

(in millions, except ratio data)

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

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