シチズンズファイナンシャルGの適時開示・決算・その他

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): April 19, 2023

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


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

One Citizens Plaza
Providence,	RI		02903
(Address of principal executive offices)			(Zip Code)

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

Not Applicable

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

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

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

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

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

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

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


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

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On April 19, 2023, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its first quarter 2023 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 April 19, 2023

	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued April 19, 2023

	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for first quarter 2023

	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: April 19, 2023

EX-99.1 2 a1q23earningsrelease.htm EX-99.1 Document

Citizens Financial Group, Inc. Reports First Quarter 2023 Net Income of

$511 million and EPS of $1.00

Underlying Net Income of $560 million and EPS of $1.10*


	Key Financial Data	1Q23			4Q22			1Q22			First Quarter 2023 Highlights

Income Statement	($s in millions)										■Completed Investors conversion; New York Metro and New Jersey market entry progressing well ■Underlying EPS of $1.10 and ROTCE of 15.8% ■Underlying PPNR of $898 million, with lower NII and fees, seasonally higher expense –NII down 3% QoQ given lower day count and slightly lower interest-earning assets; stable net interest margin –Fees down 4% QoQ with lower capital markets and service charges partly offset by higher FX and derivatives product revenue ■Underlying efficiency ratio of 57.8% compares with 54.4% at 4Q22 and 64.3% at 1Q22; Positive operating leverage of 13% YoY ■Continued strong credit performance with ACL/loans ratio up 4 bps to 1.47% ■Period-end loans down 1% and average loans down slightly QoQ, including planned auto run off –Loan yield up 50 bps QoQ ■Period-end deposits down 4.7% QoQ; average deposits down 2.6%; deposits stable in March –Total deposit costs up 40 bps QoQ ■Period-end LDR of 89.8%; liquidity position remains strong; available liquidity of ~$66 billion ■Strong CET1 ratio at upper end of target range at 10.0%; repurchased $400 million in shares ■TBV/share of $29.44, up 6% QoQ
	Total revenue	$	2,128		$	2,200		$	1,645
	Pre-provision profit	832			960			539
	Underlying pre-provision profit	898			1,003			587
	Provision for credit losses	168			132			3

	Net income	511			653			420

	Underlying net income	560			685			476




Balance Sheet & Credit Quality	($s in billions)
	Period-end loans and leases	$	154.7		$	156.7		$	131.3
	Average loans and leases	156.5			157.1			129.2
	Period-end deposits	172.2			180.7			158.8
	Average deposits	174.4			179.0			155.1
	Period-end loans-to-deposit ratio	89.8		%	86.7		%	82.7		%

	NCO ratio	0.34		%	0.22		%	0.19		%

Financial Metrics	Diluted EPS	$	1.00		$	1.25		$	0.93
	Underlying EPS	1.10			1.32			1.07
	ROTCE	14.4		%	18.5		%	11.4		%
	Underlying ROTCE	15.8			19.4			13.0
	Net interest margin, FTE	3.30			3.30			2.75
	Efficiency ratio	60.9			56.4			67.2
	Underlying efficiency ratio	57.8			54.4			64.3
	CET1	10.0		%	10.0		%	9.7		%
	TBV/Share	$	29.44		$	27.88		$	30.97


Notable Items		1Q23
	($s in millions except per share data)	Pre-tax $		EPS
	Integration related	$	(52)	$	(0.08)


	TOP revenue and efficiency initiatives	(14)		(0.02)
	Total:	$	(66)	$	(0.10)


Comments from Chairman and CEO Bruce Van Saun

“The first quarter brought unexpected challenges in the environment, but we proved adaptable and resilient, successfully navigating through them and delivering solid financial results,“ said Chairman and CEO Bruce Van Saun. “Our capital, liquidity and funding position remains strong, and our deposits were broadly stable over the month of March. We remain focused on our deposit initiatives, taking care of our customers and protecting key investments while trimming expenses where we can. We are hopeful that market turmoil continues to subside, and we expect that we will be able to deliver attractive mid-teens

*Results presented on an Underlying basis are non-GAAP Financial Measures. See page 16 for additional information on our use of Non-GAAP Financial Measures.

Citizens Financial Group, Inc.

ROTCE for the year.”

Citizens also announced today that its board of directors declared a quarterly common stock dividend of $0.42 per share. The dividend is payable on May 17, 2023 to shareholders of record at the close of business on May 3, 2023.

Citizens Financial Group, Inc.

Earnings highlights(1):


	Quarterly Trends
										1Q23 change from
($s in millions, except per share data)	1Q23			4Q22			1Q22			4Q22					1Q22
Earnings										$/bps			%		$/bps			%
Net interest income	$	1,643		$	1,695		$	1,147		$	(52)		(3)	%	$	496		43	%
Noninterest income	485			505			498			(20)			(4)		(13)			(3)
Total revenue	2,128			2,200			1,645			(72)			(3)		483			29
Noninterest expense	1,296			1,240			1,106			56			5		190			17
Pre-provision profit	832			960			539			(128)			(13)		293			54
Provision (benefit) for credit losses	168			132			3			36			27		165			NM

Net income	511			653			420			(142)			(22)		91			22
Preferred dividends	23			32			24			(9)			(28)		(1)			(4)
Net income available to common stockholders	$	488		$	621		$	396		$	(133)		(21)	%	$	92		23	%
After-tax notable Items	49			32			56			17			53		(7)			(13)
Underlying net income	$	560		$	685		$	476		$	(125)		(18)	%	$	84		18	%
Underlying net income available to common stockholders	537			653			452			(116)			(18)		85			19
Average common shares outstanding
Basic (in millions)	485.4			493.3			422.4			(7.8)			(2)		63.0			15
Diluted (in millions)	487.7			495.5			424.7			(7.8)			(2)		63.0			15
Diluted earnings per share	$	1.00		$	1.25		$	0.93		$	(0.25)		(20)	%	$	0.07		8	%
Underlying diluted earnings per share	1.10			1.32			1.07			(0.22)			(17)		0.03			3
Performance metrics
Net interest margin	3.29		%	3.29		%	2.75		%	—		bps			54		bps
Net interest margin, FTE	3.30			3.30			2.75			—					55
Effective income tax rate	23.0			21.2			21.7			181					127

Efficiency ratio	60.9			56.4			67.2			454					(633)
Underlying efficiency ratio	57.8			54.4			64.3			342					(644)

Return on average common equity	9.1			11.6			7.7			(245)					146
Return on average tangible common equity	14.4			18.5			11.4			(408)					302
Underlying return on average tangible common equity	15.8			19.4			13.0			(360)					281
Return on average total assets	0.93			1.15			0.90			(22)					3
Return on average total tangible assets	0.97			1.19			0.94			(22)					3
Underlying return on average total tangible assets	1.06		%	1.25		%	1.06		%	(19)		bps			—		bps
Capital adequacy(2,3)
Common equity tier 1 capital ratio	10.0		%	10.0		%	9.7		%
Total capital ratio	12.9			12.8			12.5
Tier 1 leverage ratio	9.4			9.3			9.6
Tangible common equity ratio	6.6			6.3			7.1
Allowance for credit losses to loans and leases	1.47		%	1.43		%	1.43		%	4		bps			4		bps
Asset quality(3)
Nonaccrual loans and leases to loans and leases	0.64		%	0.60		%	0.60		%	4		bps			4		bps
Allowance for credit losses to nonaccrual loans and leases	229			237			238			(8)					(9)
Net charge-offs as a % of average loans and leases	0.34		%	0.22		%	0.19		%	12		bps			15		bps

1) Unless otherwise noted, references to balance sheet items are on an average basis, loans exclude loans held for sale, earnings per share

represent fully diluted per common share and references to NIM are on a FTE basis.

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

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

Citizens Financial Group, Inc.

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

Underlying results:


	Quarterly Trends
										1Q23 change from
($s in millions, except per share data)	1Q23			4Q22			1Q22			4Q22					1Q22
										$/bps			%		$/bps			%
Net interest income	$	1,643		$	1,695		$	1,147		$	(52)		(3)	%	$	496		43	%
Noninterest income	485			505			498			(20)			(4)		(13)			(3)


Total revenue	$	2,128		$	2,200		$	1,645		$	(72)		(3)	%	$	483		29	%





Noninterest expense	$	1,230		$	1,197		$	1,058		$	33		3	%	$	172		16	%






Provision (benefit) for credit losses	168			132			(21)			36			27		189			NM

Net income available to common stockholders	$	537		$	653		$	452		$	(116)		(18)	%	$	85		19	%
Performance metrics

EPS	$	1.10		$	1.32		$	1.07		$	(0.22)		(17)	%	$	0.03		3	%

Efficiency ratio	57.8		%	54.4		%	64.3		%	342		bps			(644)		bps

Return on average tangible common equity	15.8		%	19.4		%	13.0		%	(360)		bps			281		bps


Operating leverage													(6.1)	%				13.0	%

Consolidated balance sheet review(1):


										1Q23 change from
($s in millions)	1Q23			4Q22			1Q22			4Q22					1Q22
										$/bps			%		$/bps			%
Total assets	$	222,256		$	226,733		$	192,097		$	(4,477)		(2)	%	$	30,159		16	%
Total loans and leases	154,688			156,662			131,305			(1,974)			(1)		23,383			18
Total loans held for sale	1,855			982			1,816			873			89		39			2
Deposits	172,194			180,724			158,776			(8,530)			(5)		13,418			9

Stockholders' equity	24,201			23,690			22,074			511			2		2,127			10
Stockholders' common equity	22,187			21,676			20,060			511			2		2,127			11
Tangible common equity	$	14,247		$	13,728		$	13,100		$	519		4	%	$	1,147		9	%
Loans-to-deposit ratio (period-end)(2)	89.8		%	86.7		%	82.7		%	314		bps			713		bps
Loans-to-deposit ratio (average)(2)	89.8		%	87.7		%	83.3		%	202		bps			648		bps


1) Represents period-end unless otherwise noted.
2) Excludes loans held for sale.

Citizens Financial Group, Inc.

Notable items:

Quarterly results reflect notable items primarily related to integration costs associated with the acquisitions of HSBC, ISBC and JMP Group LLC, as well as TOP revenue and efficiency initiatives. First quarter 2022 results include a notable item representing the day-one CECL provision expense ("double count") related to the HSBC transaction. These notable items have been excluded from reported results to better reflect Underlying operating results.


Notable items - integration related	1Q23				4Q22			1Q22
($s in millions, except per share data)	Pre-tax		After-tax			Pre-tax		After-tax		Pre-tax		After-tax





Salaries & benefits	$	(7)	$	(5)		$	(13)	$	(9)	$	(4)	$	(3)
Outside services	(25)		(19)			(15)		(12)		(28)		(21)
Equipment and software	(3)		(2)			(1)		(1)		—		—
Occupancy	(16)		(12)			—		—		—		—
Other expense	(1)		(1)			(6)		(4)		(5)		(3)
Noninterest expense	$	(52)	$	(39)		$	(35)	$	(26)	$	(37)	$	(27)

EPS Impact - Noninterest expense			$	(0.08)				$	(0.06)			$	(0.07)

HSBC Day 1 CECL provision expense (“double count”)	$	—	$	—		$	—	$	—	$	(24)	$	(18)




EPS Impact - Provision for credit losses			$	—				$	—			$	(0.04)





Total integration related	$	(52)	$	(39)		$	(35)	$	(26)	$	(61)	$	(45)

EPS Impact - Total integration related			$	(0.08)				$	(0.06)			$	(0.11)

Other notable items - TOP related	1Q23				4Q22			1Q22
($s in millions, except per share data)	Pre-tax		After-tax			Pre-tax		After-tax		Pre-tax		After-tax



Other notable items- TOP & other actions

Tax notable items	$	—	$	—		$	—	$	—	$	—	$	(3)

Salaries & benefits	(9)		(7)			(2)		(2)		(2)		(1)
Outside services	(2)		(1)			(2)		(1)		(7)		(5)
Equipment and software	(1)		(1)			(1)		—		(2)		(2)
Occupancy	(2)		(1)			(2)		(2)		—		—
Other expense	—		—			(1)		(1)		—		—
Noninterest expense	$	(14)	$	(10)		$	(8)	$	(6)	$	(11)	$	(8)

Total Other Notable Items	$	(14)	$	(10)		$	(8)	$	(6)	$	(11)	$	(11)

EPS Impact - Other Notable Items			$	(0.02)				$	(0.01)			$	(0.03)

Total Notable Items	$	(66)	$	(49)		$	(43)	$	(32)	$	(72)	$	(56)

Total EPS Impact			$	(0.10)				$	(0.07)			$	(0.14)

Citizens Financial Group, Inc.

Discussion of results:


Net interest income										1Q23 change from
($s in millions)	1Q23			4Q22			1Q22			4Q22					1Q22
										$/bps			%		$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	2,067		$	1,919		$	1,071		$	148		8	%	$	996		93	%
Investment securities	266			258			138			8			3		128			93
Interest-bearing deposits in banks	69			75			4			(6)			(8)		65			NM
Total interest income	$	2,402		$	2,252		$	1,213		$	150		7	%	$	1,189		98	%
Interest expense:
Deposits	$	550		$	396		$	25		$	154		39	%	$	525		NM


Short-term borrowed funds	6			2			—			4			200		6			100
Long-term borrowed funds	203			159			41			44			28		162			NM
Total interest expense	$	759		$	557		$	66		$	202		36	%	$	693		NM
Net interest income	$	1,643		$	1,695		$	1,147		$	(52)		(3)	%	$	496		43	%

Net interest margin, FTE	3.30		%	3.30		%	2.75		%	—		bps			55		bps


First quarter 2023			vs.			fourth quarter 2022

Net interest income of $1.6 billion decreased 3%, reflecting the impact of a lower day count (-$29 million) and slightly lower interest-earning assets (-$14 million). The company continues to dynamically hedge its interest rate position, contributing to a stable NIM in spite of intensifying deposit dynamics.

•Net interest margin of 3.30% was stable, as higher earning-asset yields and the benefits of lower cash balances were offset by higher funding costs.


First quarter 2023			vs.			first quarter 2022

Net interest income of $1.6 billion increased 43%, reflecting higher net interest margin and 20% growth in average interest-earning assets, including the impact of the HSBC and ISBC transactions.

•Net interest margin of 3.30% increased 55 basis points, reflecting higher interest-earning-asset yields given higher market interest rates and interest-earning asset growth, partially offset by increased funding costs.

Citizens Financial Group, Inc.


Noninterest Income							1Q23 change from
($s in millions)	1Q23		4Q22		1Q22		4Q22				1Q22
							$		%		$		%

Service charges and fees	$	100	$	105	$	98	$	(5)	(5)	%	$	2	2	%
Capital markets fees	83		98		93		(15)		(15)		(10)		(11)
Card fees	72		71		60		1		1		12		20
Mortgage banking fees	57		54		69		3		6		(12)		(17)
Trust and investment services fees	63		61		61		2		3		2		3
Foreign exchange and derivative products	48		35		51		13		37		(3)		(6)
Letter of credit and loan fees	40		41		38		(1)		(2)		2		5
Securities gains, net	5		4		4		1		25		1		25
Other income(1)	17		36		24		(19)		(53)		(7)		(29)
Noninterest income	$	485	$	505	$	498	$	(20)	(4)	%	$	(13)	(3)	%




1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented.


First quarter 2023			vs.			fourth quarter 2022

Noninterest income of $485 million decreased $20 million, or 4%.

•Service charges and fees decreased $5 million, reflecting seasonal impacts.

•Capital markets fees decreased $15 million, given lower syndications and M&A advisory fees.

•Mortgage banking fees increased $3 million, given higher production volume and improved margins, partially offset by lower servicing fees.

•Trust and investment services fees increased $2 million, primarily reflecting seasonally higher advisory fees.

•Foreign exchange and derivative products revenue increased $13 million, primarily reflecting increased client interest rate and commodities hedging activity given higher market volatility.

•Other income decreased $19 million, reflecting higher derivative expense associated with hedging customer risk given wider spreads, as well as sundry other items.


First quarter 2023			vs.			first quarter 2022

Noninterest income of $485 million decreased $13 million, or 3%.

•Service charges and fees increased $2 million, reflecting the benefit of acquisitions and improvement in Treasury Solutions fees, partially offset by the elimination of non-sufficient funds fees in Consumer.

•Capital markets fees decreased $10 million, reflecting lower syndication fees, partially offset by higher M&A advisory and underwriting fees.

•Mortgage banking fees decreased $12 million, driven by lower production volumes, partly offset by improved gain-on-sale margins and higher servicing revenue.

•Trust and investment services fees increased $2 million, reflecting increased investment sales, partially offset by lower fees on assets under management.

•Card fees increased $12 million, given higher transaction volumes.

•Other income decreased $7 million, reflecting higher derivative expense associated with hedging customer risk.

Citizens Financial Group, Inc.


Noninterest Expense							1Q23 change from
($s in millions)	1Q23		4Q22		1Q22		4Q22				1Q22
							$		%		$		%
Salaries and employee benefits	$	658	$	633	$	594	$	25	4	%	$	64	11	%
Outside services	176		170		169		6		4		7		4
Equipment and software	169		170		150		(1)		(1)		19		13
Occupancy	124		110		83		14		13		41		49
Other operating expense	169		157		110		12		8		59		54
Noninterest expense	$	1,296	$	1,240	$	1,106	$	56	5	%	$	190	17	%

Notable items	$	66	$	43	$	48	$	23	53	%	$	18	38%

Underlying, as applicable
Salaries and employee benefits	$	642	$	618	$	588	$	24	4	%	$	54	9	%
Outside services	149		153		134		(4)		(3)		15		11
Equipment and software	165		168		148		(3)		(2)		17		11
Occupancy	106		108		83		(2)		(2)		23		28
Other operating expense	168		150		105		18		12		63		60
Underlying noninterest expense	$	1,230	$	1,197	$	1,058	$	33	2.8	%	$	172	16	%


First quarter 2023			vs.			fourth quarter 2022

Underlying noninterest expense of $1.2 billion was up 2.8% reflecting higher salaries and employee benefits given seasonal increases in payroll taxes and 401k costs. Other operating expense increased primarily reflecting higher FDIC insurance cost as a result of the industry-wide 2 basis point surcharge effective January 1, 2023. Other categories remain broadly stable reflecting strong expense discipline and the benefit of efficiency initiatives.

The effective tax rate was 23.0%, up modestly from 21.2% due to adoption of a new accounting standard for investments in tax credits and higher disallowed FDIC premiums.


First quarter 2023			vs.			first quarter 2022

Underlying noninterest expense of $1.2 billion, increased 16%, or 6%, excluding the HSBC and ISBC transactions, largely reflecting higher FDIC insurance and fraud losses, partially offset by the benefit of efficiency initiatives.

The effective tax rate of 23.0% was up modestly from 21.7% in first quarter 2022.

Citizens Financial Group, Inc.


Interest-earning assets							1Q23 change from
($s in millions)	1Q23		4Q22		1Q22		4Q22				1Q22
Period-end interest-earning assets							$		%		$		%
Investments	$	34,893	$	35,052	$	28,116	$	(159)	—	%	$	6,777	24	%
Interest-bearing deposits in banks	7,011		9,361		9,398		(2,350)		(25)		(2,387)		(25)
Commercial loans and leases	80,866		82,180		61,521		(1,314)		(2)		19,345		31
Retail loans	73,822		74,482		69,784		(660)		(1)		4,038		6
Total loans and leases	154,688		156,662		131,305		(1,974)		(1)		23,383		18
Loans held for sale, at fair value	855		774		1,717		81		10		(862)		(50)
Other loans held for sale	1,000		208		99		792		NM		901		NM
Total loans and leases and loans held for sale	156,543		157,644		133,121		(1,101)		(1)		23,422		18
Total period-end interest-earning assets	$	198,447	$	202,057	$	170,635	$	(3,610)	(2)	%	$	27,812	16	%
Average interest-earning assets
Investments	$	38,955	$	38,772	$	29,247	$	183	—	%	$	9,708	33	%
Interest-bearing deposits in banks	5,899		6,915		8,055		(1,016)		(15)		(2,156)		(27)
Commercial loans and leases	82,321		82,468		60,573		(147)		—		21,748		36
Retail loans	74,171		74,631		68,581		(460)		(1)		5,590		8
Total loans and leases	156,492		157,099		129,154		(607)		—		27,338		21
Loans held for sale, at fair value	1,009		1,179		2,366		(170)		(14)		(1,357)		(57)
Other loans held for sale	197		557		454		(360)		(65)		(257)		(57)
Total loans and leases and loans held for sale	157,698		158,835		131,974		(1,137)		(1)		25,724		19
Total average interest-earning assets	$	202,552	$	204,522	$	169,276	$	(1,970)	(1)	%	$	33,276	20	%


First quarter 2023			vs.			fourth quarter 2022

Period-end interest-earning assets of $198.4 billion decreased $3.6 billion, or 2%, driven by $2.4 billion decrease in cash held in interest-bearing deposits, as well as a $2.0 billion decrease in total loans and leases. The decrease in loans and leases reflects a $1.3 billion decrease in commercial given balance sheet optimization actions and lower line utilization as companies are reducing inventories in anticipation of a softer economic environment. Results also reflect a $660 million decrease in retail, given planned run off in auto, partially offset by growth in home equity and mortgage. Excluding the planned auto run off, period-end total loans are down 0.8% and retail loans are up 0.2%.

Average interest-earning assets of $202.6 billion decreased $2.0 billion driven by a $1.0 billion decrease in cash held in interest-bearing deposits, a $607 million decrease in total loans and leases and a $530 million decrease in loans held for sale. The decrease in loans and leases reflects a $460 million decrease in retail given planned run off in auto, partially offset by growth in home equity and mortgage. Excluding the planned auto run off, average total loans are up slightly and retail loans are up 0.5%.

The average effective duration of the securities portfolio was 5.8 years compared with 5.8 years at December 31, 2022 and 5.3 years at March 31, 2022.


First quarter 2023			vs.			first quarter 2022

Period-end interest-earning assets of $198.4 billion increased $27.8 billion, or 16%, as a $23.4 billion increase in loans and a $6.8 billion increase in investments was partly offset by a $2.4 billion decrease in cash held in interest-bearing deposits. Excluding the impact of the HSBC and ISBC transactions, loan growth was 4% with 7% growth in commercial and stable retail loans with strength in mortgage and home equity, offset by planned run off in auto and personal unsecured installment loans. Excluding the planned auto run off, period-end total loan growth is 7% and retail loan growth is 6%.

Average interest-earning assets of $202.6 billion increased $33.3 billion, or 20%, as a $27.3 billion increase in loans and a $9.7 billion increase in investments were partly offset by a $2.2 billion decrease in cash held in interest-bearing deposits. Results also reflect a $1.6 billion decrease in loans held for sale. Excluding the impact of the HSBC and ISBC transactions, total average loan growth was 6%, with 11% growth in commercial. Retail loans increased 1%, driven by mortgage and home equity, largely offset by planned run off of auto and personal unsecured installment loans.

Citizens Financial Group, Inc.

Excluding the planned auto run off, average total loan growth is 9% and retail loan growth is 7%.

Citizens Financial Group, Inc.


Deposits							1Q23 change from
($s in millions)	1Q23		4Q22		1Q22		4Q22				1Q22
Period-end deposits							$		%		$		%
Demand(1)	$	44,326	$	49,283	$	50,113	$	(4,957)	(10)	%	$	(5,787)	(12)	%
Money market	48,905		49,905		45,342		(1,000)		(2)		3,563		8
Checking with interest	34,496		39,721		32,417		(5,225)		(13)		2,079		6
Savings	29,789		29,805		26,104		(16)		—		3,685		14
Term	14,678		12,010		4,800		2,668		22		9,878		206
Total period-end deposits	$	172,194	$	180,724	$	158,776	$	(8,530)	(4.7)	%	$	13,418	8.5	%
Average deposits
Demand(1)	$	46,135	$	50,706	$	48,641	$	(4,571)	(9)	%	$	(2,506)	(5)	%
Money market	49,942		50,228		47,220		(286)		(1)		2,722		6
Checking with interest	35,974		36,952		30,417		(978)		(3)		5,557		18
Savings	29,460		29,780		23,835		(320)		(1)		5,625		24
Term	12,839		11,378		4,970		1,461		13		7,869		158
Total average deposits	$	174,350	$	179,044	$	155,083	$	(4,694)	(2.6)	%	$	19,267	12.4	%
1) Upon the Investors conversion in first quarter 2023, approximately ~$1 billion of their customer demand accounts were mapped to checking with interest at nominal cost. This impacted the period-end demand decrease by ~2% and average by ~1%


First quarter 2023			vs.			fourth quarter 2022

Total period-end deposits of $172.2 billion were down 4.7%, while average deposits of $174.4 billion were down 2.6%. The decrease in deposits was driven by seasonal and rate-related outflows experienced in the first two months of first quarter 2023. Total deposits were broadly stable in March.


First quarter 2023			vs.			first quarter 2022

Total period-end deposits of $172.2 billion increased $13.4 billion, or 8.5%, driven by the $16.8 billion impact of the HSBC and ISBC transactions. Excluding these transactions, deposits are down 2.2%, primarily due to rate-related outflows.

Average deposits of $174.4 billion increased $19.3 billion, or 12.4%, including the $21.2 billion impact of the HSBC and ISBC transactions. Excluding these transactions, deposits were down 1.3%.

Citizens Financial Group, Inc.


Borrowed Funds							1Q23 change from
($s in millions)	1Q23		4Q22		1Q22		4Q22				1Q22
Period-end borrowed funds							$		%		$		%
Short-term borrowed funds	$	1,018	$	3	$	25	$	1,015	NM		$	993	NM
Long-term borrowed funds
FHLB advances	11,779		8,519		20		3,260		38		11,759		NM
Senior debt	5,263		5,555		4,290		(292)		(5)		973		23
Subordinated debt and other debt	1,813		1,813		1,584		—		—		229		14
Total borrowed funds	$	19,873	$	15,890	$	5,919	$	3,983	25	%	$	13,954	236	%
Average borrowed funds
Short-term borrowed funds	$	542	$	262	$	29	$	280	107 %		$	513	NM
Long-term borrowed funds
FHLB advances	10,362		8,818		20		1,544		18		10,342		NM
Senior debt	5,606		5,397		4,461		209		4		1,145		26
Subordinated debt and other debt	1,812		1,812		1,585		—		—		227		14
Total average borrowed funds	$	18,322	$	16,289	$	6,095	$	2,033	12	%	$	12,227	201	%


First quarter 2023			vs.			fourth quarter 2022

Period-end borrowed funds increased by $4.0 billion, primarily due to an increase in FHLB advances of $3.3 billion.

Average borrowed funds increased by $2.0 billion, primarily due to an increase in FHLB advances.


First quarter 2023			vs.			first quarter 2022

Period-end borrowed funds increased by $14.0 billion and average borrowed funds increased by $12.2 billion, reflecting the impact of the ISBC acquisition balance sheet and issuance of senior and subordinated debt.

Citizens Financial Group, Inc.


Capital										1Q23 change from
($s and shares in millions, except per share data)	1Q23			4Q22			1Q22			4Q22				1Q22
Period-end capital										$		%		$		%
Stockholders' equity	$	24,201		$	23,690		$	22,074		$	511	2	%	$	2,127	10	%
Stockholders' common equity	22,187			21,676			20,060			511		2		2,127		11
Tangible common equity	14,247			13,728			13,100			519		4		1,147		9
Tangible book value per common share	$	29.44		$	27.88		$	30.97		$	1.56	6	%	$	(1.53)	(5)	%
Common shares - at end of period	484.0			492.3			423.0			(8.3)		(2)		61.0		14
Common shares - average (diluted)	487.7			495.5			424.7			(7.8)		(2)	%	63.0		15	%
Common equity tier 1 capital ratio(1)	10.0		%	10.0		%	9.7		%
Total capital ratio(1)	12.9			12.8			12.5
Tangible common equity ratio	6.6		%	6.3		%	7.1		%
Tier 1 leverage ratio(1)	9.4		%	9.3		%	9.6		%
1) Current reporting-period regulatory capital ratios are preliminary.


First quarter 2023

•The CET1 capital ratio was 10.0% as of March 31, 2023 compared with 10.0% at December 31, 2022 and 9.7% at March 31, 2022. This is at the top of the targeted CET1 range of 9.5%-10%.

•Total capital ratio of 12.9% compares with 12.8% at December 31, 2022 and 12.5% as of March 31, 2022.

•Tangible common equity ratio of 6.6% compares with 6.3% at December 31, 2022 and 7.1% as of March 31, 2022.

•Tangible book value per common share of $29.44 increased 6% compared with fourth quarter 2022.

•Citizens paid $205 million in common dividends to shareholders during first quarter 2023. This compares with $208 million in common dividends during fourth quarter 2022 and $165 million during first quarter 2022.

•Citizens repurchased $400 million of common stock during first quarter 2023. Total payout ratio to shareholders in 1Q23 was 113%.

Citizens Financial Group, Inc.


Credit quality review										1Q23 change from
($s in millions)	1Q23			4Q22			1Q22			4Q22					1Q22
										$/bps			%		$/bps			%
Nonaccrual loans and leases(1)	$	996		$	944		$	789		$	52		6	%	$	207		26	%
90+ days past due and accruing(2)	424			367			826			57			16		(402)			(49)
Net charge-offs	133			88			59			45			51		74			125
Provision (benefit) for credit losses	168			132			3			36			27		165			NM

Allowance for credit losses	$	2,275		$	2,240		$	1,878		$	35		2	%	$	397		21	%
Nonaccrual loans and leases to loans and leases	0.64		%	0.60		%	0.60		%	4		bps			4
Net charge-offs as a % of total loans and leases	0.34			0.22			0.19			12					15

Allowance for credit losses to loans and leases	1.47			1.43			1.43			4					4

Allowance for credit losses to nonaccrual loans and leases	229		%	237		%	238		%	(8)		bps			(9)		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 $309 million, $316 million, and $792 million of loans fully or partially guaranteed by the FHA, VA, and USDA for March 31, 2023, December 31, 2022, and March 31, 2022, respectively.


First quarter 2023			vs.			fourth quarter 2022

•The nonaccrual loans to total loans ratio of 0.64% compares with 0.60% at December 31, 2022.

•Nonaccrual loans of $996 million increased $52 million, or 6%, reflecting an $85 million increase in commercial, partly offset by a $33 million decrease in retail.

•Net charge-offs of $133 million, or 34 basis points of average loans and leases, were up 12 basis points from the prior quarter. The increase in net charge-offs of $45 million reflects a $36 million increase in commercial.

•The first quarter 2023 provision for credit losses of $168 million compares with $132 million for fourth quarter 2022. The reserve build of $35 million increased the allowance for credit losses ratio to 1.47%, up from 1.43% as of December 31, 2022.

•The allowance for credit losses to nonaccrual loans and leases ratio of 229% compares with 237% as of December 31, 2022.


First quarter 2023			vs.			first quarter 2022

•The nonaccrual loans to total loans ratio of 0.64% increased from 0.60% at March 31, 2022.

•Nonaccrual loans increased $207 million, or 26%, reflecting the incorporation of ISBC and an increase in commercial.

•Net charge-offs of 34 basis points of average loans and leases compares with 19 basis points in first quarter 2022.

•Net charge-offs of $133 million increased $74 million reflecting a $33 million increase in retail, primarily other retail, auto and home equity, and a $41 million increase in commercial as credit losses continue to gradually normalize off pandemic era lows.

•Provision for credit losses of $168 million compares with a $3 million provision in first quarter 2022.

•Allowance for credit losses of $2.3 billion was up $397 million compared with March 31, 2022, primarily reflecting the additions of the HSBC and ISBC portfolios. Allowance for credit losses ratio of 1.47% as of March 31, 2023, compares with 1.43% as of March 31, 2022.

•The allowance for credit losses to nonaccrual loans and leases ratio of 229% compares with 238% as of March 31, 2022.

Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

Media: Peter Lucht - (781) 655-2289

Investors: Kristin Silberberg - (203) 900-6854

Conference Call

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

Time: 9:00 am ET

Dial-in: (877) 336-4440, conference ID 6086305

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 April 19, 2023 through May 19, 2023. Please dial (866) 207-1041 and enter access code 2817435. 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 $222.3 billion in assets as of March 31, 2023. 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 full-service customer contact center and the convenience of approximately 3,400 ATMs and more than 1,100 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.

Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures denoted as Underlying results and excluding HSBC and ISBC. 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. See the following pages for reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

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

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations

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


		QUARTERLY TRENDS
					1Q23 Change
		1Q23	4Q22	1Q22	4Q22			1Q22
					$	%		$	%




Total revenue, Underlying:
Total revenue (GAAP)	A	$2,128	$2,200	$1,645	($72)	(3	%)	$483	29	%
Less: Notable items		—	—	—	—	—		—	—
Total revenue, Underlying (non-GAAP)	B	$2,128	$2,200	$1,645	($72)	(3	%)	$483	29	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$1,296	$1,240	$1,106	$56	5	%	$190	17	%
Less: Notable items		66	43	48	23	53		18	38
Noninterest expense, Underlying (non-GAAP)	D	$1,230	$1,197	$1,058	$33	3	%	$172	16	%
Pre-provision profit:
Total revenue (GAAP)	A	$2,128	$2,200	$1,645	($72)	(3	%)	$483	29	%
Less: Noninterest expense (GAAP)	C	1,296	1,240	1,106	56	5		190	17
Pre-provision profit (GAAP)		$832	$960	$539	($128)	(13	%)	$293	54	%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$2,128	$2,200	$1,645	($72)	(3	%)	$483	29	%
Less: Noninterest expense, Underlying (non-GAAP)	D	1,230	1,197	1,058	33	3		172	16
Pre-provision profit, Underlying (non-GAAP)		$898	$1,003	$587	($105)	(10	%)	$311	53	%
Provision (benefit) for credit losses, Underlying:
Provision (benefit) for credit losses (GAAP)		$168	$132	$3	$36	27%		$165	NM
Less: Notable items		—	—	24	—	—		(24)	(100)
Provision (benefit) for credit losses, Underlying (non-GAAP)		$168	$132	($21)	$36	27%		$189	NM




Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$664	$828	$536	($164)	(20	%)	$128	24	%
Less: Expense before income tax benefit related to notable items		(66)	(43)	(72)	(23)	(53)		6	8
Income before income tax expense, Underlying (non-GAAP)	F	$730	$871	$608	($141)	(16	%)	$122	20	%
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$153	$175	$116	($22)	(13	%)	$37	32	%
Less: Income tax benefit related to notable items		(17)	(11)	(16)	(6)	(55)		(1)	(6)
Income tax expense, Underlying (non-GAAP)	H	$170	$186	$132	($16)	(9	%)	$38	29	%
Net income, Underlying:
Net income (GAAP)	I	$511	$653	$420	($142)	(22	%)	$91	22	%
Add: Notable items, net of income tax benefit		49	32	56	17	53		(7)	(13)
Net income, Underlying (non-GAAP)	J	$560	$685	$476	($125)	(18	%)	$84	18	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$488	$621	$396	($133)	(21	%)	$92	23	%
Add: Notable items, net of income tax benefit		49	32	56	17	53		(7)	(13)
Net income available to common stockholders, Underlying (non-GAAP)	L	$537	$653	$452	($116)	(18	%)	$85	19	%

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


		QUARTERLY TRENDS
								1Q23 Change
		1Q23		4Q22		1Q22		4Q22				1Q22
								$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$2,128		$2,200		$1,645		($72)		(3.28	%)	$483		29.39	%
Less: Noninterest expense (GAAP)	C	1,296		1,240		1,106		56		4.53		190		17.22
Operating leverage										(7.81	%)			12.17	%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$2,128		$2,200		$1,645		($72)		(3.27	%)	$483		29.39	%
Less: Noninterest expense, Underlying (non-GAAP)	D	1,230		1,197		1,058		33		2.80		172		16.43
Operating leverage, Underlying (non-GAAP)										(6.07	%)			12.96	%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	60.90	%	56.36	%	67.23	%	454	bps			(633)	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	57.84		54.42		64.28		342	bps			(644)	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	22.97	%	21.16	%	21.70	%	181	bps			127	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	23.25		21.37		21.70		188	bps			155	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	M	$21,702		$21,276		$20,981		$426		2	%	$721		3	%
Return on average common equity	K/M	9.11	%	11.56	%	7.65	%	(245)	bps			146	bps
Return on average common equity, Underlying (non-GAAP)	L/M	10.01		12.15		8.75		(214)	bps			126	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$21,702		$21,276		$20,981		$426		2	%	$721		3	%
Less: Average goodwill (GAAP)		8,177		8,171		7,156		6		—		1,021		14
Less: Average other intangibles (GAAP)		192		199		80		(7)		(4)		112		140
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		422		424		383		(2)		—		39		10
Average tangible common equity	N	$13,755		$13,330		$14,128		$425		3	%	($373)		(3	%)
Return on average tangible common equity	K/N	14.38	%	18.46	%	11.36	%	(408)	bps			302	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	15.80		19.40		12.99		(360)	bps			281	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	O	$222,711		$224,970		$188,317		($2,259)		(1	%)	$34,394		18	%
Return on average total assets	I/O	0.93	%	1.15	%	0.90	%	(22)	bps			3	bps
Return on average total assets, Underlying (non-GAAP)	J/O	1.02		1.21		1.03		(19)	bps			(1)	bps
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	P	$222,711		$224,970		$188,317		($2,259)		(1	%)	$34,394		18	%
Less: Average goodwill (GAAP)		8,177		8,171		7,156		6		—		1,021		14
Less: Average other intangibles (GAAP)		192		199		80		(7)		(4)		112		140
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		422		424		383		(2)		—		39		10
Average tangible assets	Q	$214,764		$217,024		$181,464		($2,260)		(1	%)	$33,300		18	%
Return on average total tangible assets	I/Q	0.97	%	1.19	%	0.94	%	(22)	bps			3	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	1.06		1.25		1.06		(19)	bps			—	bps

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


		QUARTERLY TRENDS
					1Q23 Change
		1Q23	4Q22	1Q22	4Q22			1Q22
					$/bps	%		$/bps	%
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	483,982,264	492,282,158	423,031,985	(8,299,894)	(2	%)	60,950,279	14	%
Common stockholders' equity (GAAP)		$22,187	$21,676	$20,060	$511	2		$2,127	11
Less: Goodwill (GAAP)		8,177	8,173	7,232	4	—		945	13
Less: Other intangible assets (GAAP)		185	197	115	(12)	(6)		70	61
Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP)		422	422	387	—	—		35	9
Tangible common equity	S	$14,247	$13,728	$13,100	$519	4	%	$1,147	9	%
Tangible book value per common share	S/R	$29.44	$27.88	$30.97	$1.56	6	%	($1.53)	(5	%)
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	485,444,313	493,293,981	422,401,747	(7,849,668)	(2	%)	63,042,566	15	%
Average common shares outstanding - diluted (GAAP)	U	487,712,146	495,478,398	424,670,871	(7,766,252)	(2)		63,041,275	15
Net income per average common share - basic (GAAP)	K/T	$1.00	$1.26	$0.94	($0.26)	(21)		$0.06	6
Net income per average common share - diluted (GAAP)	K/U	1.00	1.25	0.93	(0.25)	(20)		0.07	8
Net income per average common share - basic, Underlying (non-GAAP)	L/T	1.10	1.32	1.07	(0.22)	(17)		0.03	3
Net income per average common share - diluted, Underlying (non-GAAP)	L/U	1.10	1.32	1.07	(0.22)	(17)		0.03	3

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


	QUARTERLY TRENDS
				1Q23 Change
	1Q23	4Q22	1Q22	4Q22			1Q22
				$/bps	%		$/bps	%








Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$658	$633	$594	$25	4	%	$64	11	%
Less: Notable items	16	15	6	1	7		10	167
Salaries and employee benefits, Underlying (non-GAAP)	$642	$618	$588	$24	4	%	$54	9	%
Outside services, Underlying:
Outside services (GAAP)	$176	$170	$169	$6	4	%	$7	4	%
Less: Notable items	27	17	35	10	59		(8)	(23)
Outside services, Underlying (non-GAAP)	$149	$153	$134	($4)	(3	%)	$15	11	%
Equipment and software, Underlying:
Equipment and software (GAAP)	$169	$170	$150	($1)	(1	%)	$19	13	%
Less: Notable items	4	2	2	2	100		2	100
Equipment and software, Underlying (non-GAAP)	$165	$168	$148	($3)	(2	%)	$17	11	%
Occupancy, Underlying:
Occupancy (GAAP)	$124	$110	$83	$14	13	%	$41	49	%
Less: Notable items	18	2	—	16	NM		18	100
Occupancy, Underlying (non-GAAP)	$106	$108	$83	($2)	(2	%)	$23	28	%
Other operating expense, Underlying:
Other operating expense (GAAP)	$169	$157	$110	$12	8	%	$59	54	%
Less: Notable items	1	7	5	(6)	(86)		(4)	(80)
Other operating expense, Underlying (non-GAAP)	$168	$150	$105	$18	12	%	$63	60	%

Citizens Financial Group, Inc.

Non-GAAP measures and reconciliations - excluding the impact of HSBC & ISBC Acquisitions

(in millions, except ratio data)


		QUARTERLY TRENDS
					1Q23 Change
		1Q23	4Q22	1Q22	4Q22			1Q22
					$/bps	%		$/bps	%












Noninterest expense, Underlying excluding HSBC & ISBC:
Noninterest expense (GAAP)	A	$1,296	$1,240	$1,106	$56	5	%	$190	17	%
Less: Notable items		66	43	48	23	53		18	38
Less: HSBC & ISBC Acquisition Impact		125	129	13	(4)	(3)		112	NM
Total Noninterest expense, Underlying excluding HSBC & ISBC (non-GAAP)	B	$1,105	$1,068	$1,045	$37	3	%	$60	6	%
Total Loans, excluding HSBC & ISBC
Total Loans (GAAP)	C	$154,688	$156,662	131,305	(1,974)	(1)	%	23,383	18	%
Less: HSBC & ISBC Acquisition Impact		19,995	20,420	1,443	(425)	(2)		18,552	NM
Total Loans, excluding HSBC & ISBC (non-GAAP)	D	$134,693	$136,242	$129,862	($1,549)	(1	%)	$4,831	4	%
Total Commercial Loans, excluding HSBC & ISBC
Total Commercial Loans (GAAP)	E	$80,866	$82,180	$61,521	($1,314)	(2	%)	$19,345	31	%
Less: HSBC & ISBC Acquisition Impact		14,770	15,093	33	(323)	(2)		14,737	NM
Total Commercial Loans, excluding HSBC & ISBC (non-GAAP)	F	$66,096	$67,087	$61,488	($991)	(1	%)	$4,608	7	%
Total Retail Loans, excluding HSBC & ISBC
Total Retail Loans (GAAP)	G	$73,822	$74,482	$69,784	($660)	(1	%)	$4,038	6	%
Less: HSBC & ISBC Acquisition Impact		5,225	5,327	1,410	(102)	(2)		3,815	NM
Total Retail Loans, excluding HSBC & ISBC (non-GAAP)	H	$68,597	$69,155	$68,374	($558)	(1	%)	$223	—	%
Total Average Loans, excluding HSBC & ISBC
Average Loans (GAAP)	I	$156,492	$157,099	$129,154	($607)	—	%	$27,338	21	%
Less: HSBC & ISBC Acquisition Impact		20,204	20,804	680	(600)	(3)		19,524	NM
Total Average Loans, excluding HSBC & ISBC (non-GAAP)	J	$136,288	$136,295	$128,474	($7)	—	%	$7,814	6	%
Average Commercial Loans, excluding HSBC & ISBC
Average Commercial Loans (GAAP)	K	$82,321	$82,468	$60,573	($147)	—	%	$21,748	36	%
Less: HSBC & ISBC Acquisition Impact		14,930	15,518	16	(588)	(4)		14,914	NM
Average Commercial Loans, excluding HSBC & ISBC (non-GAAP)	L	$67,391	$66,950	$60,557	$441	1	%	$6,834	11	%
Average Retail Loans, excluding HSBC & ISBC
Average Retail Loans (GAAP)	M	$74,171	$74,631	$68,581	($460)	(1	%)	$5,590	8	%
Less: HSBC & ISBC Acquisition Impact		5,274	5,286	665	(12)	—		4,609	NM
Average Retail Loans, excluding HSBC & ISBC (non-GAAP)	N	$68,897	$69,345	$67,916	($448)	(1	%)	$981	1	%

Citizens Financial Group, Inc.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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,” “hopeful,” “guidance” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.”

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

•Negative economic, business and political conditions, including as a result of the interest rate environment, supply chain disruptions, inflationary pressures and labor shortages, that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits;

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

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

•The effects of geopolitical instability, including as a result of Russia’s invasion of Ukraine and the imposition of sanctions on Russia and other actions in response, on economic and market conditions, inflationary pressures and the interest rate environment, commodity price and foreign exchange rate volatility, and heightened cybersecurity risks;

•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;

•Environmental risks, such as physical or transitional risks associated with climate change and social and governance risks, that could adversely affect our reputation, operations, business, and customers.

•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, receipt of required regulatory approvals and other regulatory considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares from or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission.

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

CFG-IR

EX-99.2 3 cfg1q23earningspresentat.htm EX-99.2 cfg1q23earningspresentat

1Q23 Financial Results April 19, 2023

2 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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,” “hopeful,” “guidance” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation: • Negative economic, business and political conditions, including as a result of the interest rate environment, supply chain disruptions, inflationary pressures and labor shortages, that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits; • The rate of growth in the economy and employment levels, as well as general business and economic conditions, and changes in the competitive environment; • Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals, including the anticipated benefits of the HSBC and Investors transactions; • The effects of geopolitical instability, including as a result of Russia’s invasion of Ukraine and the imposition of sanctions on Russia and other actions in response, on economic and market conditions, inflationary pressures and the interest rate environment, commodity price and foreign exchange rate volatility, and heightened cybersecurity risks; • 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; • Environmental risks, such as physical or transitional risks associated with climate change and social and governance risks, that could adversely affect our reputation, operations, business, and customers. • 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, receipt of required regulatory approvals and other regulatory considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares from or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or dividends. More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in the “Risk Factors” section in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission. Non-GAAP Financial Measures: This document contains non-GAAP financial measures denoted as Underlying results and excluding HSBC and ISBC. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. The Appendix presents reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Accordingly, our non-GAAP financial measures may not be comparable to similar measures used by such companies. We caution investors not to place undue reliance on such non-GAAP financial measures, but to consider them with the most directly comparable GAAP measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our results reported under GAAP.

3 1Q23 GAAP financial summary 1Q23 4Q22 1Q22 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,643 $ 1,695 $ 1,147 $ (52) (3) % $ 496 43 % Noninterest income 485 505 498 (20) (4) (13) (3) Total revenue 2,128 2,200 1,645 (72) (3) 483 29 Noninterest Expense 1,296 1,240 1,106 56 5 190 17 Pre-provision profit 832 960 539 (128) (13) 293 54 Provision (benefit) for credit losses 168 132 3 36 27 165 NM Income before income tax expense 664 828 536 (164) (20) 128 24 Income tax expense 153 175 116 (22) (13) 37 32 Net income $ 511 $ 653 $ 420 $ (142) (22) % $ 91 22 % Preferred dividends 23 32 24 (9) (28) (1) (4) Net income available to common stockholders $ 488 $ 621 $ 396 $ (133) (21) % $ 92 23 % $s in billions Average interest-earning assets $ 202.6 $ 204.5 $ 169.3 $ (2.0) (1) % $ 33.3 20 % Average deposits $ 174.4 $ 179.0 $ 155.1 $ (4.7) (3) % $ 19.3 12 % Performance metrics Net interest margin(1) 3.29 % 3.29 % 2.75 % — bps 54 bps Net interest margin, FTE(1) 3.30 3.30 2.75 — 55 Loans-to-deposit ratio (period-end) 89.8 86.7 82.7 314 713 ROACE 9.1 11.6 7.7 (245) 146 ROTCE 14.4 18.5 11.4 (408) 302 ROA 0.9 1.2 0.9 (22) 3 ROTA 1.0 1.2 0.9 (22) 3 Efficiency ratio 60.9 56.4 67.2 454 (633) Noninterest income as a % of total revenue 23 % 23 % 30 % (11) bps (745) bps FTEs(2) 18,547 18,889 17,843 (342) (2) % 704 4 % Operating leverage (7.8) % 12.2 % Per common share Diluted earnings $ 1.00 $ 1.25 $ 0.93 $ (0.25) (20) % $ 0.07 8 % Tangible book value $ 29.44 $ 27.88 $ 30.97 $ 1.56 5.6 % $ (1.53) (5) % Average diluted shares outstanding (in millions) 487.7 495.5 424.7 (7.8) (2) % 63.0 15 % See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34.

4 1Q23 Underlying financial summary(1) Q/Q Y/Y $s in millions 1Q23 $/bps % $/bps % Net interest income $ 1,643 $ (52) (3)% $ 496 43% Noninterest income 485 (20) (4) (13) (3) Total revenue 2,128 (72) (3) 483 29 Noninterest expense 1,230 33 3 172 16 Pre-provision profit 898 (105) (10) 311 53 Provision (benefit) for credit losses 168 36 27 189 NM Net income available to common stockholders $ 537 $ (116) (18)% $ 85 19% Performance metrics Diluted EPS $ 1.10 $ (0.22) (17)% $ 0.03 3% Efficiency ratio 57.8 342 bps (644) bps Noninterest income as a % of total revenue 23 % (11) bps (745) bps ROTCE 15.8 % (360) bps 281 bps Tangible book value per share $ 29.44 $ 1.56 6 $ (1.53) (5) Operating leverage (6)% 13% See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. 1Q23 Notable Items Impacts Pre-tax EPS ($s in millions except per share data) Integration related $ (52) $ (0.08) TOP revenue and efficiency initiatives (14) (0.02) Total: $ (66) $ (0.10)

5 Overview(1) See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. 1Q23: Navigating well in a dynamic environment – Underlying EPS of $1.10 and ROTCE of 15.8% – Underlying PPNR of $898 million, reflecting seasonality ▪ NII down 3% QoQ given lower day count and slightly lower interest-earning assets; stable net interest margin of 3.30% ▪ Fees down 4% QoQ with lower capital markets and service charges partly offset by higher FX and derivatives product revenue ▪ Underlying efficiency ratio of 57.8% compares with 54.4% at 4Q22 and 64.3% at 1Q22; positive operating leverage of 13% YoY – Period-end loans down 1% and average loans down slightly QoQ, including planned auto run off; loan yield up 50 bps QoQ – Period-end deposits down 4.7% QoQ; average deposits down 2.6%; cumulative beta of 36% – Provision for credit losses of $168 million and reserve build of $35 million Continued strong credit metrics – Allowance for credit losses coverage ratio of 1.47% up 4 bps QoQ; compares with pro forma day-1 CECL reserve of ~1.3% ▪ Increased allowance coverage of CRE general office to 6.7% – Prudent risk appetite across retail and commercial; NCOs of 34 bps up 12 bps QoQ; NPLs to loans of 0.64% vs. 0.60% at 4Q22 Strong capital, liquidity and funding – CET1 ratio at upper end of target range at 10.0%(2) – Tangible common equity ratio of 6.6%, up ~38 bps QoQ – Period-end LDR ratio of 89.8%; total available liquidity of ~$66 billion – Broadly stable deposits during period of market stress in March, reflecting strength of client relationships and deposit franchise – Consumer deposits are ~67% of our deposit base; quarter-end insured/secured deposits at ~68% of total deposits(3) Continue to focus on prudent offense while strengthening expense discipline – NYC Metro and New Jersey market entry progressing well; completed Investors conversion – Continued focus on deposit initiatives to attract new clients; ~5K net new Business Banking and ~350 net new Commercial Banking clients above trend added in 1Q23 – TOP 8 is well underway, current target is ~$100 million pre-tax run-rate benefit by YE2023; seeking new initiatives to augment

6 Current areas of interest in the banking industry Quality deposit franchise Strength of capital base Maintaining a strong liquidity position CRE sector concerns Potential regulatory changes ■ Consumer deposit base represents ~67% of total deposits, near top of peer group ■ Commercial deposits are diversified across industry segments, relatively granular in size, and we are primary bank for ~66% of commercial deposit base ■ ~68% of our deposits are insured by the FDIC or secured(2) ■ Total deposits were broadly stable in March ■ Citizens maintains a strong liquidity position with rigorous stress testing and appropriate buffers above required limits ■ Current LCR level exceeds what would be required as a Category III bank ■ Citizens has a diverse funding base with significant available liquidity of ~$66 billion at March 31, 2023 ■ Citizens has one of the highest capital levels in our regional bank peer group ■ CET1 ratio of 10.0%(1); 8.7% including unrealized losses on AFS & HTM securities AOCI ■ Tangible common equity ratio of 6.6%, up ~38 bps QoQ ■ Weakness in office sector stems from remote work shift, higher interest rates affecting refinance options and weakening economy ■ Our office portfolio is reasonably well positioned across type, geography and suburban/ central business district; virtually all are income producing and current on payments ■ While criticized assets and work-outs will increase, expect losses to be manageable; reserve levels for general office currently at 6.7% ■ What happened in March was an idiosyncratic bank situation, not a 'regional bank crisis' ■ Regulators expected to consider a range of potential changes to capital, liquidity and deposit insurance rules and processes ■ Likely to follow review/comment process with any changes occurring gradually See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34.

7 Strong capital position(1) Key messages ■ Prudent capital management, including the decision to prioritize returns over growth in recent quarters, has resulted in a strong capital position – CET1 ratio including impact from net unrealized losses on debt securities in AOCI and TCE ratio are among the strongest in the peer group – Generate ~25 basis points of capital post-dividend each quarter – Timing and amount of future share repurchases will be impacted by our view of external conditions CET1 Ratio(2) 10.4% 10.0% 10.0% 10.0% 9.6% 9.4% 9.3% 9.1% 9.1% 9.0% 8.4% Peer 1 CFG (1Q23) CFG (4Q22) Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 7.6% 6.6% 6.3% 5.6% 5.6% 5.3% 5.1% 4.9% 4.6% 4.5% 4.4% Peer 1 CFG (1Q23) CFG (4Q22) Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 10.2% 8.7% 8.5% 7.6% 7.5% 7.3% 7.1% 6.6% 6.3% 6.3% 6.1% Peer 1 CFG (1Q23) CFG (4Q22) Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 TCE ratio CET1 Ratio including impact from net unrealized losses on debt securities in AOCI(3) 7.2% 6.4% 6.0% 5.6% 5.1% 4.9% 4.6% 4.6% 4.2% 3.3% 3.1% Peer 1 CFG (1Q23) CFG (4Q22) Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 TCE ratio including HTM marks See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34.

8 56% 65% 67% 4Q22 4Q22 1Q23 Branch Deposits 47% Citizens Access™ 5% Wealth 1% Business Banking 14% Commercial 26% Treasury/ Other 7% (As of 3/31/23) Highly diversified and retail-oriented deposit base $172B Deposits Peer Avg(1) 29% 27% 26% 3Q22 4Q22 1Q23 Business Mix Product Mix 60% 60% 68% 3Q22 4Q22 1Q23 See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. Demand 26% Money Market 29% Checking with interest 21% Citizens Access™ Savings 4% Savings 13% Term 7% Total Deposits insured/secured(2) % Consumer Banking Deposits DDA as % of Total Deposits

9 CFG Peer Average H8 Data* 2Q22 3Q22 4Q22 1Q23 (5)% (4)% (3)% (2)% (1)% 0% 1% 2% ■ The 4.7% decrease QoQ in spot deposits was driven by seasonality and rate-related outflows, and was ~1% greater than our forecast for Q1 at the beginning of the year ■ We had deposit growth in 2H22 verses industry and peer declines; deposit flows since mid-2022 through 3/31/23 broadly in line with H8 ■ Total deposits were broadly stable in March ■ ~75% of retail checking households are primary checking relationships; represents ~82% of retail branch deposits; DDA % of 25% relatively stable ■ ~66% of commercial deposits are core/primary vs. ~60% at 4Q22; DDA % of 31% relatively stable Period-end deposit performance since mid-2022 is in line with industry *Federal Reserve H8 data represents total industry deposit balances Commentary -4.7% QoQ+1.2% QoQ -0.2% QoQ Cumulative change in deposits since 6/30/22 ISBC acquisition 2Q22 Note: Peer average for 4Q22 adjusted lower to exclude MUFG impact for USB

10 Deposit growth strategies ■ Attractive opportunities in the NY Metro market post- conversion of Investors branches ■ Relationships with new Treasury Solutions clients as a result of the dislocation in March represent a meaningful and more diversified deposit opportunity ■ Continue to expand our cash management offerings – ESG-focused offerings: Green Deposits, with expansion into Social, and Carbon Offset Deposits – Opportunities tied to escrow and bankruptcy capabilities – Enhanced tools and invested in capabilities to drive higher operating deposits – Invested in capabilities like integrated receivables and payables ■ Have invested to expand our liquidity management capabilities to provide a comprehensive platform for clients to structure and manage their liquidity – Invested in people and skill-sets – Add-on features and functionality to core cash management platform – Accelerated efforts to deploy new payments channels and capabilities ■ Continuing to accelerate efforts to drive strong relative performance to peers in low-cost deposit categories over the short and longer term horizon – Focused on driving primary, engaged households with distinctive capabilities • Citizens PlusTM, Paid Early, Peace of MindTM, seamless direct deposit switching capability, etc. – Building on strong momentum with entry into NY Metro market • Opportunity to raise branch productivity to legacy CFG levels ■ Driving strong relative performance on interest bearing deposit balance growth and cost containment – Launching targeted "Active Savers" campaigns in 2Q23 enabling customers to grow savings with enhanced digital tools and features (debit card round-ups, recurring transfers, etc.) – Leverage data analytics to deliver targeted CD and money market offers to high potential mass affluent customers – Remain competitively priced with Citizens AccessTM Consumer Commercial

11 Commercial Real Estate sector concerns Commentary ■ CRE portfolio is well diversified across asset type, geography, and borrowers with the emphasis on strong sponsor selection ■ Strong client selection including institutional and private investors with long-term Citizens relationships ■ Continue to build reserve position reflective of risks in general office ■ CRE general office average LTV at origination of ~60% CRE by property type(1) Property Type Balance ($ in billions) % of total CFG loans NPL ($ in millions) NPL % ACL $ ACL/NPL Ratio ACL Coverage Multifamily + Co-op $ 10.5 6.8 % $ 21 0.2 % $ 88 418 % 0.8 % Office - credit-tenant/life sciences 2.2 1.4 — — 9 N/M 0.4 Office - general 4.1 2.7 58 1.4 272 465 6.7 Retail 3.5 2.3 12 0.3 49 419 1.4 Industrial & Warehouse 3.6 2.3 — — 38 N/M 1.1 Other 5.2 3.4 48 0.9 121 250 2.3 Total $ 29.0 18.7 % $ 140 0.5 % $ 577 413 % 2.0 % See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. (As of 3/31/2023)

12 31% 13% 7% 21% 12% 8% 8% Commercial Real Estate - $6.3B Office Portfolio: well diversified Geography Mid-Atlantic Midwest New England Other NC 4 % WA 3 % GA 3 % DC 2 % Other 9 % 25% 11%64% Other General office $4.1B Credit tenant $1.5B Life sciences $0.7B Property type Class A 57% Class B 37% Class C 6% $4.1B General office breakdown Suburban 68% Central Business District 32% Income producing 90% Construction 6% REIT 4% TX CA VA

13 3.30% 0.44% (0.44)% 3.30% 4Q22 Asset Yields Funding Costs 1Q23 $169.3B $198.7B $203.6B $204.5B $202.6B $1,147 $1,505 $1,665 $1,695 $1,643 2.75% 3.04% 3.25% 3.30% 3.30% 1Q22 2Q22 3Q22 4Q22 1Q23 ■ NII down 3% given lower day count (-$29MM) and slightly lower interest-earning assets (-$14MM) – NIM of 3.30% was stable, as higher earning-asset yields were offset by higher funding costs – Interest-earning asset yields increased 41 bps to 4.76% – Interest-bearing deposit costs up 51 bps to 174 bps; well-controlled cumulative beta of 36% Net interest income $s in millions, except earning assets NII and NIM Average interest-earning assets Net interest income NIM, FTE 3.30% NIM stable QoQ ■ NII up 43%, reflecting higher NIM and 20% growth in average interest-earning assets, including the impact of the HSBC and ISBC transactions – NIM of 3.30%, up 55 bps, reflects higher earning- asset yields given higher market interest rates and interest-earning asset growth, partially offset by increased funding costs – Interest-earning asset yields increased 188 bps – Interest-bearing deposit costs up 164 bps NIM 4Q22 to 1Q23 Year-Over-Year Linked Quarter

14 ■ Noninterest income decreased 3% – Service charges and fees increased $2 million, reflecting the benefit of acquisitions and improvement in Treasury Solutions fees – Capital markets fees decreased $10 million, reflecting lower syndication fees, partially offset by higher M&A advisory and underwriting fees – Mortgage banking fees decreased $12 million, driven by lower production volumes, partly offset by improved gain-on-sale margins and higher servicing revenue – Card fees increased $12 million, given higher transaction volumes $498 $525 $512 $505 $485 1Q22 2Q22 3Q22 4Q22 1Q23 Noninterest income(1) $s in millions ■ Noninterest income decreased 4% – Service charges and fees decreased $5 million, reflecting seasonal impacts – Capital markets fees decreased $15 million given lower syndications and M&A advisory fees – Mortgage banking fees increased $3 million given higher production volume and improved margins, partly offset by lower servicing fees – Trust and investment services fees increased $2 million, reflecting seasonally higher advisory fees – FX and derivative products revenue increased $13 million given higher client interest rate and commodities hedging activity – Other income decreased $19 million, reflecting higher derivative expense associated with hedging customer risk given wider spreads, as well as sundry other items Solid fee performance in spite of seasonality and a challenging market environment See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. $s in millions 1Q23 4Q22 1Q22 $ Q/Q Y/Y Service charges and fees $ 100 $ 105 $ 98 $ (5) $ 2 Capital markets fees 83 98 93 (15) (10) Card fees 72 71 60 1 12 Mortgage banking fees 57 54 69 3 (12) Trust and investment services fees 63 61 61 2 2 FX and derivative products 48 35 51 13 (3) Letter of credit and loan fees 40 41 38 (1) 2 Securities gains, net 5 4 4 1 1 Other income(2) 17 36 24 (19) (7) Noninterest income $ 485 $ 505 $ 498 $ (20) $ (13) Linked Quarter Year-Over-YearNoninterest income

15 64.3% 58.2% 54.9% 54.4% 57.8% 1Q22 2Q22 3Q22 4Q22 1Q23 Underlying, as applicable 1Q23 4Q22 1Q22 $ $s in millions Q/Q Y/Y Salaries & employee benefits $ 642 $ 618 $ 588 $ 24 $ 54 Outside services 149 153 134 (4) 15 Equipment & software 165 168 148 (3) 17 Occupancy 106 108 83 (2) 23 Other operating expense 168 150 105 18 63 Noninterest expense $ 1,230 $ 1,197 $ 1,058 $ 33 $ 172 Full-time equivalents (FTEs) 18,547 18,889 17,843 (342) 704 Noninterest expense(1) ■ Underlying noninterest expense up 2.8% – Reflects higher salaries and employee benefits, given seasonal increases in payroll taxes and 401k costs – Other operating expense increased primarily reflecting higher FDIC insurance cost given industry- wide 2 bp surcharge effective January 1, 2023 – Other categories remain broadly stable reflecting strong expense discipline and the benefit of efficiency initiatives ■ Underlying noninterest expense of $1.2 billion, increased 16%, or 6% excluding HSBC/ISBC – Reflects higher FDIC insurance and fraud losses, partially offset by the benefit of efficiency initiatives See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. Underlying efficiency ratio Disciplined on expenses while prioritizing key strategic investments Linked Quarter Year-Over-Year

16 ■ Average loans down slightly – Commercial broadly stable – Retail down slightly given planned run off in auto, partly offset by growth in mortgage and home equity; up 0.5% ex-auto run off ■ Period-end loans down 1% – Commercial down 2% due to balance sheet optimization actions, as well as lower line utilization – Retail down 1% with planned run off in auto partly offset by growth in home equity and mortgage; up 0.2% ex-auto run off ■ Average loan yield of 5.25%, up 50 bps QoQ $156.9 $157.1 $156.5 $129.2 $153.8 $128.5 $132.0 $156.9 $157.1 $156.5 $0.7 $21.8 CFG standalone HSBC/ISBC 1Q22 2Q22 3Q22 4Q22 1Q23 Loans and leases(1) $s in billions Period-end loans down slightly reflecting balance sheet optimization ■ Average loans up $27.3 billion, or 21%; excluding HSBC/ISBC, up 6% (9% ex-auto run off) – Commercial up 11% reflecting growth in C&I and CRE – Retail up 1% with growth in mortgage and home equity, partly offset by planned run off of auto and personal unsecured installment loans; up 7% ex-auto run off ■ Period-end loans up $23.4 billion, or 18%; excluding HSBC/ISBC, up 4% (7% ex-auto run off) – Commercial up 7% primarily driven by growth in C&I and CRE – Retail up slightly driven by mortgage and home equity, largely offset by planned run off in auto and personal unsecured installment loans; up 6% ex-auto run off Average loans and leases(2) $156.1 $156.7 $154.7 $131.3 $156.2 $129.9 $134.5 $156.1 $156.7 $154.7 $1.4 $21.7 CFG standalone HSBC/ISBC 1Q22 2Q22 3Q22 4Q22 1Q23 $s in billions Period-end loans and leases(2) See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. 3.26% 3.55% 4.17% 4.75% 5.25% Linked Quarter Year-Over-Year

17 $155.1 $176.4 $177.6 $179.0 $174.4 1Q22 2Q22 3Q22 4Q22 1Q23 Average funding and cost of funds(1) Deposits broadly stable during March disruption $s in billions 1Q23 Average deposits See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. 0.07% 0.12% 0.39% 0.88% 1.28% 0.10% 0.18% 0.56% 1.23% 1.74% Total deposit costs Interest-bearing deposit costs Commercial Consumer Other Year-Over-Year1Q23 Average deposit mix 26% 29% 21% 4% 13% 7% Demand Checking with interest Citizens Access Savings Savings Money Market Term Linked Quarter ■ Average deposits down $4.7 billion, or 2.6%; Period-end deposits down $8.5 billion, or 4.7%, driven by seasonal and rate-related outflows – Deposit decrease occurred in January/February, broadly stable in March ■ Citizens Access™ 1Q23 average balance of $8.1 billion; period- end balance of $8.8 billion ■ Total deposit costs increased 40 bps ■ Interest bearing deposit costs increased 51 bps; sequential beta 73%; cumulative beta 36% ■ Total cost of funds of 159 bps, up 46 bps ■ Period-end FHLB advances of $11.8 billion, up $3.3 billion ■ Period-end deposit growth of $13.4 billion, or 8.5%, including $16.8 billion related to HSBC/ISBC – Deposits down 2.2% excluding HSBC/ISBC ■ Average deposits up $19.3 billion, or 12.4%, including $21.2 billion related to HSBC/ISBC – Deposits down 1.3% excluding HSBC/ISBC ■ Total deposit costs up 121 bps and interest-bearing deposit costs up 164 bps ■ Total cost of funds up 143 bps

18 $789 $852 $944 $996 $839 $86 0.60% 0.54% 0.55% 0.60% 0.64% Nonaccrual loans Nonaccrual loans - ISBC Nonaccrual loans to total loans 1Q22 2Q22 3Q22 4Q22 1Q23 $1,878 $2,196 $2,240 $2,275$2,147 $247 1.43% 1.37% 1.41% 1.43% 1.47% Allowance for credit losses Allowance for credit losses - ISBC Allowance to loan coverage ratio 1Q22 2Q22 3Q22 4Q22 1Q23 ■ NCOs of $133 million, or 34 bps of average loans and leases, up 12 bps QoQ ■ Nonaccrual loans increased 4 bps QoQ to 64 bps of total loans driven by an increase in commercial, partly offset by a decrease in retail ■ Provision for credit losses of $168 million, with a reserve build of $35 million; ACL coverage ratio of 1.47%, up 4 bps QoQ ■ ACL to nonaccrual loans and leases ratio of 229% compares with 237% as of 4Q22 and 238% as of 1Q22 $(21) $71 $123 $132 $168 $59 $49 $74 $88 $133 0.19% 0.13% 0.19% 0.22% 0.34% 1Q22 2Q22 3Q22 4Q22 1Q23 Credit quality overview $s in millions $s in millions See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. Credit provision expense (benefit); net charge-offs Nonaccrual loans $s in millions Allowance for credit losses (2) Underlying provision expense (benefit) for credit losses Net charge-offs Net charge-off ratio (1) Highlights

19 4Q22 1Q23 ACL % Coverage ACL % Coverage Retail $ 973 1.31 % $ 949 1.29 % Commercial 1,267 1.54 1,326 1.64 C&I 706 1.36 724 1.44 CRE 538 1.86 577 1.99 Leasing 23 1.59 24 1.72 Total $ 2,240 1.43 % $ 2,275 1.47 % Allowance for credit losses ■ The increase in the ACL reserve coverage to 1.47% primarily reflects higher reserves against CRE exposures ■ The key macroeconomic assumptions underlying the reserve reflect a moderate recession over the two-year reasonable and supportable period ■ Peak unemployment of ~6% and peak-to-trough GDP decline of ~1% compare with ~6% and ~1.5%, respectively, in prior quarter. Collateral values peak-to-trough declines broadly stable with prior quarter ■ Additionally, qualitative factors are incorporated in the allowance framework to account for other considerations ■ Additional detail on the CRE portfolio is provided on pages 11 and 12 $s in millions CommentaryAllowance for credit losses

20 ■ 1Q23 CET1 ratio of 10.0%(1) compares with 10.0% in 4Q22 ■ TBV/share of $29.44, up 6% QoQ ■ Tangible common equity ratio of 6.6%, up 38 bps QoQ ■ Paid $205 million in common dividends to shareholders in 1Q23 ■ Repurchased $400 million of common stock in 1Q23 – Remaining Board-authorized capacity of $1.6 billion at March 31, 2023 ■ Timing and amount of future share repurchases will be impacted by our view of external conditions Capital remains strong $s in billions (period-end) 1Q22 2Q22 3Q22 4Q22 1Q23 Basel III basis(1)(2) Common equity tier 1 capital $ 15.6 $ 17.9 $ 18.3 $ 18.6 $ 18.4 Risk-weighted assets $ 161.9 $ 187.7 $ 187.2 $ 185.2 $ 183.2 Common equity tier 1 ratio 9.7 % 9.6 % 9.8 % 10.0 % 10.0 % Tier 1 capital ratio 10.9 % 10.6 % 10.9 % 11.1 % 11.1 % Total capital ratio 12.5 % 12.3 % 12.6 % 12.8 % 12.9 % Tangible common equity ratio 7.1 % 6.6 % 6.1 % 6.3 % 6.6 % See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. TBV/share CET1 $ % 4Q22 10.0 % $27.88 Net Income 0.28 1.06 3.8 % Common and preferred dividends (0.12) (0.47) (1.7) % RWA decrease 0.10 Treasury stock (0.22) (0.24) (0.9) % Goodwill and intangibles — (0.01) — % AOCI — 1.28 4.6 % Other (0.04) (0.06) (0.2) % Total change — 1.56 5.6 % 1Q23 10.0 % $29.44 CET1 ratio remains strong(3) Highlights

21 Entry into New York Metro progressing well 21 Capitalizing on opportunities to capture market share in NYC/NJ Top 10 market share(1) with ~200 branches and ~$23B in deposits 1 million+ Customer accounts migrated 1,500+ New colleagues ~200 New branches in key growth markets Sales volumes beating expectations with growing momentum ~1.5x Customer acquisition rate at HSBC branches versus CFG legacy markets(3) Up 3% Retail deposit growth in HSBC branches Mar 2022 – Feb 2023(4) ~3x Improvement in customer acquisition rate at Investors branches post-conversion(2) Executing initiatives to build our brand, win new customers and deepen relationships ~1,350 commercial clients and ~2,000 prospects Growing NY Metro Commercial pipeline 2022: Building our brand 2023: Accelerating growth Focus on accelerating growth Strong early momentum Successfully executed conversions See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34.

22 ■ TOP 8 underway and progressing well ■ In light of the environment, looking for opportunities to augment the program ■ Further efficiencies under consideration: – Further simplification of operating models – Demand management procurement opportunities – Re-imagination of operations leveraging automation and AI – Migration of non-core operations activities to a managed services model Revenue Efficiencies and tax 2014 TOP 1 2015 TOP 2 2016 TOP 3 2017 TOP 4 2018 TOP 5 2019- 2021 TOP 6 2022 TOP 7 2023 TOP 8 ~$200 Transforming how we operate the bank and deliver for customers TOP program benefits TOP 8 program $s in millions ~$140 ~$115 ~$115 ~$105 ~$425 ~$115 ~$100 TOP 8 targeting pre-tax run-rate benefit of ~$100 million by YE2023

23 2Q23 outlook vs. 1Q23 See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. 1Q23 Underlying(1) 2Q23 Underlying outlook Net interest income $1,643MM Down ~3% Noninterest income $485MM Up mid to high single digits Noninterest expense $1,230MM Stable to down slightly Net charge-off ratio 34 bps Mid 30's basis points CET1 ratio(2) 10.0% Above 10%; assume some repurchases Tax rate 23.3% ~22.5%

24 Updates to FY2023 outlook vs. 2022 See pages 37-38 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 36. 2022 Underlying(1) Original January 2023 Guide April 2023 Update Net interest income $6,012MM Up 11-14% Up 5-7% Noninterest income $2,040MM Up 7-9% Up mid-single digits Noninterest expense $4,630MM Up ~7%; up 3.5-4% ex HSBC/ISBC full-year acquisition impact and FDIC premium increase FY2023 efficiency ratio 200 basis points lower Up ~5% Net charge-off ratio 18 bps Low to mid 30's basis points Mid to high 30's basis points CET1 ratio(2) 10.0% Upper end of 9.5-10% target range Expect capital return to shareholders to approach 100% 10.0-10.25% Tax rate 22% ~22% ~22.5% ■ Focused on maintaining strong capital, liquidity and funding position while sustaining attractive ROTCE ■ Forecasting remains challenging given continued uncertainty in the current environment ■ Focused on initiatives that will have deposits stabilize/grow modestly from Q1 levels ■ Current ACL level covers moderate recession and known risks; less need for further builds given anticipated spot loan decline as Auto runs down ■ Assuming stable market conditions expect share repurchases to build over the course of the year Full-year 2023 outlook commentary Economic and rate assumptions ■ FY2023 average real GDP of ~1%, CPI of ~4% and YE2023 unemployment rate of ~4% ■ Expect Fed to raise 25 basis points in May and remain on hold until one 25 basis point easing in late 2023 ■ 10-year Treasury rate ~3.50 at year-end

25 Navigating well through a dynamic environment – CET1 ratio of 10.0%(1), at upper end of target range – CET1 ratio and TCE ratio including impact from net unrealized losses on debt securities in AOCI are among the strongest in the peer group – Repurchased $400 million of common stock in 1Q23; Timing and amount of future share repurchases will be impacted by our view of external conditions – Citizens will continue to manage capital prudently, prioritizing returns over growth – Continuing to invest in strategic initiatives that will deliver superior revenue growth in the medium term – Re-affirm commitment to medium-term financial targets – NY Metro market entry progressing well; provides significant revenue growth potential – TOP 8 well underway targeting ~$100 million pre-tax run-rate benefit by YE2023; Looking to augment TOP 8 with additional initiatives while protecting strategic investment spend Citizens operates from a position of capital strength Citizens maintains a strong liquidity position and a quality deposit franchise – Rigorous stress testing ensures liquidity levels are managed above required limits with appropriate buffers – Highly diversified retail-orientated deposit base; 67% Consumer deposits; ~68% of deposits are FDIC insured or secured – Deposits were broadly stable during period of market stress in March, reflecting strength of client relationships and deposit franchise Disciplined offense to drive strong performance over the medium term Credit metrics and overall position remain solid – NCOs of 34 bps, continuing to normalize off pandemic era lows – Continue to build reserve position reflective of risks in general office; ACL coverage ratio of 1.47%, up 4 bps QoQ

Appendix

27 Net income available to common shareholders and EPS $s in millions, except per share data ê10% $1,003 $898 4Q22 1Q23 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 ê0.4% $3.5 2 $3.5 6 ê17% $157.1 $156.5 4Q22 1Q23 $179.0 $174.4 4Q22 1Q23 1.25% 1.06% 4Q22 1Q23 19.4% 15.8% 4Q22 1Q23 $653 $537 $1.32 $1.10 4Q22 1Q23 ê18% Pre-provision profit $s in millions See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. ê360 bps ê19 bps ê3%

28 $587 $898 1Q22 1Q23 Year-over-year Underlying results(1) Return on average total tangible assets é53% Average loans $s in billions é21% 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 0 bps $3.5 6 $129.2 $156.5 1Q22 1Q23 $155.1 $174.4 1Q22 1Q23 1.06% 1.06% 1Q22 1Q23 13.0% 15.8% 1Q22 1Q23 é12.4% Pre-provision profit $s in millions é281 bps $452 $537 $1.07 $1.10 1Q22 1Q23 See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. é3% é19%

29 Stabilizing and protecting NII and NIM Cash flow hedges are the primary tool to manage interest rate exposure Receive fixed cash flow swaps - average notional balances $ billions at 3/31/23 ALM hedging update (1) Expressed on a 1-month Libor equivalent basis; expect to reclassify approximately $100 million per quarter from AOCI to NII in relation to terminated swaps through the end of 2025 W.A. receive fixed rate at 3/31/23(1) 3.2% 3.1% 3.2% 3.2% 2.8%4.3% Impact from amortization of terminated swaps ($MM) ($444) ($411) ($214) ($26) ($2)($341) Remaining 3 quarters ■ Continue to manage hedges to maintain significant protection to downside in rates well into 2026 ■ Asset sensitivity for 1Q23 is at a more neutral level compared to 4Q22 – ~1.1% positive impact to NII over the next 12 months with a gradual 200 basis point increase in rates above forward curve; ~2.6% negative impact assuming a gradual 200 basis point decrease

30 $80.9B Commercial credit portfolio See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. Commercial portfolio risk ratings(2) $s in billions 58% 64% 62% 25% 18% 17% 14% 14% 15% 3% 4% 6% 4Q19 4Q22 1Q23 B- and lower B+ to B BB+ to BB- AAA+ to BBB- $57.5 $80.9 Highlights $82.2($ in billions) Balances % of total CFG C&I Finance and Insurance Capital call facilities $ 6.5 4 % Other Finance and Insurance 5.8 4 Other Manufacturing 4.3 3 Technology 4.2 3 Accommodation and Food Services 3.4 2 Health, Pharma, Social Assistance 3.1 2 Professional, Scientific, and Technical 2.8 2 Wholesale Trade 2.8 2 Other Services 2.5 2 Retail Trade 2.3 1 Energy & Related 2.1 1 Rental and Leasing 1.6 1 Consumer Products Manufacturing 1.4 1 Administrative and Waste Management 1.7 1 Arts, Entertainment, and Recreation 1.6 1 Automotive 1.3 1 Other (1) 3.0 2 Total C&I $ 50.5 33 % CRE Multi-family $ 8.6 6 % Office 6.3 4 Retail 3.5 2 Industrial 3.6 2 Co-op 1.9 1 Data Center 0.8 1 Hospitality 0.7 — Other (1) 3.8 2 Total CRE $ 29.0 19 % Total Commercial loans & leases $ 80.9 52 % Total CFG $ 154.7 100 % Diverse and granular portfolio ■ Disciplined capital allocation and risk appetite – Highly experienced leadership team – Focused client selection ■ C&I portfolio has focused growth on larger, mid-corporate customers, thereby improving overall asset quality ■ Leveraged loans ~1.7% of total CFG loans, granular hold positions with an average outstanding of ~$12 million ■ CRE portfolio is well diversified across asset type, geography, and borrowers with the emphasis on strong sponsor selection

31 38% 41% 42% 33% 33% 32% 18% 17% 16% 5% 5% 5% 6% 4% 5% 4Q19 4Q22 1Q23 41% 19% 16% 4% 13% 7% $73.8B Retail credit portfolio See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. 800+ 740-799 680-739 640-679 <640 $61.6 $73.8 $s in billions Retail portfolio FICOs(2) $74.5 Home equity Retail loans(1) Residential mortgages Auto Education - in school Education - refinance Other retail ~94% of retail portfolio > 680 Super-prime/prime* ~76% of retail portfolio Secured ■ Mortgage – FICO ~785 – Weighted-average LTV of ~55% ■ Home equity – FICO ~765 – ~42% secured by 1st lien – ~97% CLTV less than 80% – ~87% CLTV less than 70% ■ Auto – FICO ~740 – Weighted-average LTV of ~82% ■ Education – FICO ~785 ■ Other retail: – Credit card – FICO ~735 – Citizens PayTM – FICO ~725; incorporates loss sharing High quality, diverse portfolio '* Super-prime/prime defined as FICO of 680 or above at origination

32 Delinquency by product type See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34. December 31, 2022 (%) March 31, 2023 (%) Days Past Due and Accruing Days Past Due and Accruing Current 30-59 60-89 90+ Nonaccrual Current 30-59 60-89 90+ Nonaccrual Commercial and industrial 99.14 % 0.29 % 0.05 % 0.04 % 0.48 % 99.12 % 0.24 % 0.01 % 0.04 % 0.59 % Commercial real estate 99.30 % 0.18 % 0.16 % — % 0.36 % 98.48 % 0.80 % 0.02 % 0.22 % 0.48 % Leases 99.73 % 0.27 % — % — % — % 99.93 % 0.07 % — % — % — % Total commercial 99.20 % 0.25 % 0.09 % 0.03 % 0.43 % 98.91 % 0.43 % 0.02 % 0.10 % 0.54 % Residential mortgages(1) 97.68 % 0.32 % 0.15 % 1.07 % 0.78 % 97.35 % 0.67 % 0.24 % 1.03 % 0.71 % Home equity 97.68 % 0.46 % 0.14 % — % 1.72 % 97.66 % 0.48 % 0.16 % — % 1.70 % Automobile 97.93 % 1.24 % 0.37 % — % 0.46 % 98.17 % 1.11 % 0.29 % — % 0.43 % Education 99.30 % 0.28 % 0.13 % 0.03 % 0.26 % 99.43 % 0.26 % 0.11 % 0.02 % 0.18 % Other retail 97.71 % 0.81 % 0.55 % 0.41 % 0.52 % 97.64 % 0.81 % 0.52 % 0.45 % 0.58 % Total retail 98.02 % 0.52 % 0.21 % 0.46 % 0.79 % 97.91 % 0.64 % 0.23 % 0.46 % 0.76 % Total 98.65 % 0.38 % 0.14 % 0.23 % 0.60 % 98.44 % 0.53 % 0.12 % 0.27 % 0.64 %

33 Allocation of allowance for credit losses by product type December 31, 2022 March 31, 2023 $s in millions Loans and Leases Allowance Coverage Loans and Leases Allowance Coverage Allowance for Loans and Lease Losses Commercial and industrial(1) $51,836 $581 1.12 % $50,450 $601 1.19 % Commercial real estate 28,865 456 1.58 28,999 486 1.67 Leases 1,479 23 1.59 1,417 24 1.72 Total commercial 82,180 1,060 1.29 80,866 1,111 1.37 Residential mortgages 29,921 207 0.69 30,362 207 0.68 Home equity 14,043 89 0.63 14,135 95 0.67 Automobile 12,292 131 1.07 11,535 121 1.05 Education 12,808 268 2.09 12,634 266 2.11 Other retail 5,418 228 4.21 5,156 217 4.22 Total retail loans 74,482 923 1.24 73,822 906 1.23 Total loans and leases $156,662 $1,983 1.27 $154,688 $2,017 1.30 Allowance for Unfunded Lending Commitments(2)* Commercial(1) $207 1.54 % $215 1.64 % Retail 50 1.31 43 1.29 Total allowance for unfunded lending commitments $257 $258 Allowance for credit losses(2) $156,662 $2,240 1.43 % $154,688 $2,275 1.47 % *Coverage ratios reflect total allowance for credit losses for the respective portfolio. See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 34.

34 Notable items(1) Quarterly results reflect notable items primarily related to integration costs associated with the acquisitions of HSBC, ISBC and JMP Group LLC, as well as TOP revenue and efficiency initiatives. First quarter 2022 results include a notable item representing the day-one CECL provision expense ("double count") related to the HSBC transaction. These notable items have been excluded from reported results to better reflect Underlying operating results. See pages 35-36 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described above. Notable items - integration related 1Q23 4Q22 1Q22 $s in millions, except per share data Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Noninterest income $ — $ — $ — $ — $ — $ — EPS Impact -Noninterest income $ — $ — $ — Salaries & benefits $ (7) $ (5) $ (13) $ (9) $ (4) $ (3) Outside services (25) (19) (15) (12) (28) (21) Equipment and software (3) (2) (1) (1) — — Occupancy (16) (12) — — — — Other expense (1) (1) (6) (4) (5) (3) Noninterest expense $ (52) $ (39) $ (35) $ (26) $ (37) $ (27) EPS Impact - Noninterest expense $ (0.08) $ (0.06) $ (0.07) HSBC Day 1 CECL provision expense (“double count”) $ — $ — $ — $ — $ (24) $ (18) EPS Impact - Provision for credit losses $ — $ — $ (0.04) Total Integration Costs $ (52) $ (39) $ (35) $ (26) $ (61) $ (45) EPS Impact - Total integration related $ (0.08) $ (0.06) $ (0.11) Other notable items - primarily tax and TOP 1Q23 4Q22 1Q22 $s in millions, except per share data Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Tax notable items $ — $ — $ — $ — $ — $ (3) Other notable items- TOP & other actions Salaries & benefits $ (9) $ (7) $ (2) $ (2) $ (2) $ (1) Outside services (2) (1) (2) (1) (7) (5) Equipment and software (1) (1) (1) — (2) (2) Occupancy (2) (1) (2) (2) — — Other expense — — (1) (1) — — Noninterest expense $ (14) $ (10) $ (8) $ (6) $ (11) $ (8) Total Other Notable Items $ (14) $ (10) $ (8) $ (6) $ (11) $ (11) EPS Impact - Other Notable Items $ (0.02) $ (0.01) $ (0.03) Total Notable Items $ (66) $ (49) $ (43) $ (32) $ (72) $ (56) Total EPS Impact $ (0.10) $ (0.07) $ (0.14)

35 Notes on Non-GAAP Financial Measures See important information on our use of Non-GAAP Financial Measures at the beginning this presentation and reconciliations to GAAP financial measures at the end of this presentation. Non-GAAP measures are herein defined as Underlying results and excluding HSBC and ISBC. 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. 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. Notes Notes on slide 3 - 1Q23 GAAP financial summary 1) See general note a). 2) Full-time equivalent employees. Notes on slide 4 - 1Q23 Underlying financial summary 1) See note on non-GAAP financial measures. Notes on slide 5 - Overview 1) See note on non-GAAP financial measures. 2) See general note d). 3) Includes collateralized state and municipal balances and excludes bank and nonbank subsidiaries Notes on slide 6 - Current areas of interest in the banking industry 1) See general note d). 2) Includes collateralized state and municipal balances and excludes bank and nonbank subsidiaries Notes on slide 7 - Strong capital position 1) Peer data sourced from 4Q company disclosures 2) See general note d). 3) Any DTA impact on risk-weighted assets has been excluded Notes on slide 8 - Highly diversified and retail-oriented deposit base 1) Estimated based on available company disclosures 2) Includes collateralized state and municipal balances and excludes bank and nonbank subsidiaries Notes on slide 11 - Commercial Real Estate sector concerns 1) See general note c). Notes on slide 14 - Noninterest income 1) See above note on non-GAAP financial measures. 2) Includes bank-owned life insurance income and other miscellaneous income for all periods presented. Notes on slide 15 - Noninterest expense 1) See above note on non-GAAP financial measures. Notes on slide 16 - Loans and leases 1) See above note on non-GAAP financial measures. 2) See general note c). Notes on slide 17 - Average funding and cost of funds 1) See note on non-GAAP financial measures. Notes on slide 18 - Credit quality overview 1) See note on non-GAAP financial measures. 2) Allowance for credit losses to nonperforming loans and leases.

36 Notes continued Notes on slide 20 - Capital remains strong 1) See general note d). 2) For regulatory capital purposes, we have elected to delay the estimated impact of CECL on regulatory capital for a two-year period ended December 31,2021, followed by a three-year transition period ending December 31, 2024. As of December 31, 2021, the modified CECL transition amount was $384 million and is being transitioned out of regulatory capital over a three-year period. 3) See general note c). Notes on slide 21 - Entry into New York Metro progressing well 1) Top 10 market share in the NY MSA based on FDIC data as of June 30, 2022; branch deposits capped at $500 million 2) Branch originated sales only; Investors pre CD1 checking sales sourced from internal Investors reporting 3) New accounts reflect total checking Branch originations for 1Q23 and compare HSBC/ISBC volume per branch vs Legacy branches 4) Deposit Balances reflect average monthly balance as of Feb23 vs Mar22 for HSBC portfolio only (acquired and new) vs Legacy Notes on slide 23 - 2Q23 outlook vs. 1Q23 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 24 - Updates to FY2023 outlook vs. 2022 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 25 - Navigating well through a dynamic environment 1) See general note d). Notes on slide 27 - Linked-quarter Underlying results 1) See note on non-GAAP financial measures. Notes on slide 28 - Year-over-year Underlying results 1) See note on non-GAAP financial measures. Notes on slide 30 - Commercial credit portfolio 1) Includes deferred fees and costs. 2) Reflects period end balances. Notes on slide 31 - Retail credit portfolio 1) See general note c). 2) Reflects period-end loan balances. Notes on slide 32 - Delinquency by product 1) 90+ days past due and accruing includes $309 million and $316 million of loans fully or partially guaranteed by the FHA, VA, and USDA at March 31, 2023 and December 31, 2022, respectively. Notes on slide 33 - Allocation of allowance for credit losses by product type 1) Coverage ratio includes total commercial allowance for unfunded lending commitments and total commercial allowance for loan and lease losses in the numerator and total commercial loans and leases in the denominator. 2) Coverage ratio includes total retail allowance for unfunded lending commitments and total retail allowance for loan losses in the numerator and total retail loans in the denominator. Notes on slide 34 - Notable items 1) See note on non-GAAP financial measures.

37 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS FULL YEAR 1Q23 Change 1Q23 4Q22 1Q22 4Q22 1Q22 2022 $ % $ % Noninterest income, Underlying: Noninterest income (GAAP) A $485 $505 $498 ($20) (4%) ($13) (3%) $2,009 Less: Notable items — — — — — — — (31) Noninterest income, Underlying (non-GAAP) B $485 $505 $498 ($20) (4%) ($13) (3%) $2,040 Total revenue, Underlying: Total revenue (GAAP) C $2,128 $2,200 $1,645 ($72) (3%) $483 29% $8,021 Less: Notable items — — — — — — — (31) Total revenue, Underlying (non-GAAP) D $2,128 $2,200 $1,645 ($72) (3%) $483 29% $8,052 Noninterest expense, Underlying: Noninterest expense (GAAP) E $1,296 $1,240 $1,106 $56 5% $190 17% $4,892 Less: Notable items 66 43 48 23 53 18 38 262 Noninterest expense, Underlying (non-GAAP) F $1,230 $1,197 $1,058 $33 3% $172 16% $4,630 Pre-provision profit: Total revenue (GAAP) C $2,128 $2,200 $1,645 ($72) (3%) $483 29% $8,021 Less: Noninterest expense (GAAP) E 1,296 1,240 1,106 56 5 190 17 4,892 Pre-provision profit (GAAP) $832 $960 $539 ($128) (13%) $293 54% $3,129 Pre-provision profit, Underlying: Total revenue, Underlying (non-GAAP) D $2,128 $2,200 $1,645 ($72) (3%) $483 29% $8,052 Less: Noninterest expense, Underlying (non-GAAP) F 1,230 1,197 1,058 33 3 172 16 4,630 Pre-provision profit, Underlying (non-GAAP) $898 $1,003 $587 ($105) (10%) $311 53% $3,422 Provision (benefit) for credit losses, Underlying: Provision (benefit) for credit losses (GAAP) $168 $132 $3 $36 27% $165 NM $474 Less: Notable items — — 24 — — (24) (100) 169 Provision (benefit) for credit losses, Underlying (non-GAAP) $168 $132 ($21) $36 27% $189 NM $305 Income before income tax expense, Underlying: Income before income tax expense (GAAP) G $664 $828 $536 ($164) (20%) $128 24% $2,655 Less: Expense before income tax benefit related to notable items (66) (43) (72) (23) (53) 6 8 (462) Income before income tax expense, Underlying (non-GAAP) H $730 $871 $608 ($141) (16%) $122 20% $3,117 Income tax expense, Underlying: Income tax expense (GAAP) I $153 $175 $116 ($22) (13%) $37 32% $582 Less: Income tax benefit related to notable items (17) (11) (16) (6) (55) (1) (6) (110) Income tax expense, Underlying (non-GAAP) J $170 $186 $132 ($16) (9%) $38 29% $692 Net income, Underlying: Net income (GAAP) K $511 $653 $420 ($142) (22%) $91 22% $2,073 Add: Notable items, net of income tax benefit 49 32 56 17 53 (7) (13) 352 Net income, Underlying (non-GAAP) L $560 $685 $476 ($125) (18%) $84 18% $2,425 Net income available to common stockholders, Underlying: Net income available to common stockholders (GAAP) M $488 $621 $396 ($133) (21%) $92 23% $1,960 Add: Notable items, net of income tax benefit 49 32 56 17 53 (7) (13) 352 Net income available to common stockholders, Underlying (non-GAAP) N $537 $653 $452 ($116) (18%) $85 19% $2,312

38 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q23 Change 1Q23 4Q22 1Q22 4Q22 1Q22 $/bps % $/bps % Operating leverage: Total revenue (GAAP) C $2,128 $2,200 $1,645 ($72) (3.28%) $483 29.39% Less: Noninterest expense (GAAP) E 1,296 1,240 1,106 56 4.53 190 17.22 Operating leverage (7.81%) 12.17% Operating leverage, Underlying: Total revenue, Underlying (non-GAAP) D $2,128 $2,200 $1,645 ($72) (3.27%) $483 29.39% Less: Noninterest expense, Underlying (non-GAAP) F 1,230 1,197 1,058 33 2.80 172 16.43 Operating leverage, Underlying (non-GAAP) (6.07%) 12.96% Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio E/C 60.90 % 56.36% 67.23 % 454 bps (633) bps Efficiency ratio, Underlying (non-GAAP) F/D 57.84 54.42 64.28 342 bps (644) bps Noninterest income as a % of total revenue, Underlying: Noninterest income as a % of total revenue A/C 23 % 23% 30 % (11) bps (745) bps Noninterest income as a % of total revenue, Underlying B/D 23 23 30 (11) bps (745) bpsEffective income tax rate and effective income tax rate, Underlying: Effective income tax rate I/G 22.97% 21.16% 21.70 % 181 bps 127 bps Effective income tax rate, Underlying (non-GAAP) J/H 23.25 21.37 21.70 188 bps 155 bps Return on average common equity and return on average common equity, Underlying: Average common equity (GAAP) O $21,702 $21,276 $20,981 $426 2% $721 3% Return on average common equity M/O 9.11 % 11.56% 7.65 % (245) bps 146 bps Return on average common equity, Underlying (non-GAAP) N/O 10.01 12.15 8.75 (214) bps 126 bps Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) O $21,702 $21,276 $20,981 $426 2% $721 3% Less: Average goodwill (GAAP) 8,177 8,171 7,156 6 — 1,021 14 Less: Average other intangibles (GAAP) 192 199 80 (7) (4) 112 140 Add: Average deferred tax liabilities related to goodwill (GAAP) 422 424 383 (2) — 39 10 Average tangible common equity P $13,755 $13,330 $14,128 $425 3% ($373) (3%) Return on average tangible common equity M/P 14.38 % 18.46% 11.36 % (408) bps 302 bps Return on average tangible common equity, Underlying (non-GAAP) N/P 15.80 19.40 12.99 (360) bps 281 bps Return on average total assets and return on average total assets, Underlying: Average total assets (GAAP) Q $222,711 $224,970 $188,317 ($2,259) (1%) $34,394 18% Return on average total assets K/Q 0.93 % 1.15% 0.90 % (22) bps 3 bps Return on average total assets, Underlying (non-GAAP) L/Q 1.02 1.21 1.03 (19) bps (1) bps $s in millions, except share, per share and ratio data

39 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q23 Change 1Q23 4Q22 1Q22 4Q22 1Q22 $/bps % $/bps % Return on average total tangible assets and return on average total tangible assets, Underlying: Average total assets (GAAP) Q $222,711 $224,970 $188,317 ($2,259) (1%) $34,394 18% Less: Average goodwill (GAAP) 8,177 8,171 7,156 6 — 1,021 14 Less: Average other intangibles (GAAP) 192 199 80 (7) (4) 112 140 Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) 422 424 383 (2) — 39 10 Average tangible assets R $214,764 $217,024 $181,464 ($2,260) (1%) $33,300 18% Return on average total tangible assets K/R 0.97 % 1.19% 0.94 % (22) bps 3 bps Return on average total tangible assets, Underlying (non-GAAP) L/R 1.06 1.25 1.06 (19) bps — bps Tangible book value per common share: Common shares - at period-end (GAAP) S 483,982,264 492,282,158 423,031,985 (8,299,894) (2%) 60,950,279 14% Common stockholders' equity (GAAP) $22,187 $21,676 $20,060 $511 2 $2,127 11 Less: Goodwill (GAAP) 8,177 8,173 7,232 4 — 945 13 Less: Other intangible assets (GAAP) 185 197 115 (12) (6) 70 61 Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP) 422 422 387 — — 35 9 Tangible common equity T $14,247 $13,728 $13,100 $519 4% $1,147 9% Tangible book value per common share T/S $29.44 $27.88 $30.97 $1.56 6% ($1.53) (5%) 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) U 485,444,313 493,293,981 422,401,747 (7,849,668) (2%) 63,042,566 15% Average common shares outstanding - diluted (GAAP) V 487,712,146 495,478,398 424,670,871 (7,766,252) (2) 63,041,275 15 Net income per average common share - basic (GAAP) M/U $1.00 $1.26 $0.94 ($0.26) (21) $0.06 6 Net income per average common share - diluted (GAAP) M/V 1.00 1.25 0.93 (0.25) (20) 0.07 8 Net income per average common share - basic, Underlying (non-GAAP) N/U 1.10 1.32 1.07 (0.22) (17) 0.03 3 Net income per average common share - diluted, Underlying (non-GAAP) N/V 1.10 1.32 1.07 (0.22) (17) 0.03 3 Dividend payout ratio and dividend payout ratio, Underlying: Cash dividends declared and paid per common share W $0.42 $0.42 $0.39 $— —% $0.03 8% Dividend payout ratio W/(M/U) 42 % 33 % 41 % 900 bps 100 bps Dividend payout ratio, Underlying (non-GAAP) W/(N/U) 38 32 36 600 bps 200 bps $s in millions, except share, per share and ratio data

40 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q23 Change 1Q23 4Q22 1Q22 4Q22 1Q22 $/bps % $/bps % Salaries and employee benefits, Underlying: Salaries and employee benefits (GAAP) $658 $633 $594 $25 4% $64 11% Less: Notable items 16 15 6 1 7 10 167 Salaries and employee benefits, Underlying (non-GAAP) $642 $618 $588 $24 4% $54 9% Outside services, Underlying: Outside services (GAAP) $176 $170 $169 $6 4% $7 4% Less: Notable items 27 17 35 10 59 (8) (23) Outside services, Underlying (non-GAAP) $149 $153 $134 ($4) (3%) $15 11% Equipment and software, Underlying: Equipment and software (GAAP) $169 $170 $150 ($1) (1%) $19 13% Less: Notable items 4 2 2 2 100 2 100 Equipment and software, Underlying (non-GAAP) $165 $168 $148 ($3) (2%) $17 11% Occupancy, Underlying: Occupancy (GAAP) $124 $110 $83 $14 13% $41 49% Less: Notable items 18 2 — 16 NM 18 100 Occupancy, Underlying (non-GAAP) $106 $108 $83 ($2) (2%) $23 28% Other operating expense, Underlying: Other operating expense (GAAP) $169 $157 $110 $12 8% $59 54% Less: Notable items 1 7 5 (6) (86) (4) (80) Other operating expense, Underlying (non-GAAP) $168 $150 $105 $18 12% $63 60% $s in millions, except share, per share and ratio data

41 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 3Q22 2Q22 Noninterest income, Underlying: Noninterest income (GAAP) A $512 $494 Less: Notable items — (31) Noninterest income, Underlying (non-GAAP) $512 $525 Total revenue, Underlying: B Total revenue (GAAP) C $2,177 $1,999 Less: Notable items — (31) Total revenue, Underlying (non-GAAP) D $2,177 $2,030 Noninterest expense, Underlying: Noninterest expense (GAAP) E $1,241 $1,305 Less: Notable items 46 125 Noninterest expense, Underlying (non-GAAP) F $1,195 $1,180 Provision (benefit) for credit losses, Underlying: Provision (benefit) for credit losses (GAAP) $123 $216 Less: Notable items — 145 Provision (benefit) for credit losses, Underlying (non-GAAP) $123 $71 Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio E/C 57.02 % 65.27% Efficiency ratio, Underlying (non-GAAP) F/D 54.90 58.16

42 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 1Q23 Change 1Q23 4Q22 4Q22 $/bps % CET1 Ratio Adjusted for AFS & HTM unrealized losses CET1 capital $ 18,370 $ 18,574 $ (204) (1) % Less: AFS securities - AOCI 1,516 1,840 (324) (18) % Less: HTM securities - AOCI 907 931 (24) (3) % CET1 capital adjusted for AFS & HTM AOCI A $15,947 $15,803 $144 1 % Risk-weighted assets B 183,246 185,224 (1,978) (1) % Less: HTM securities - AOCI 161 165 (4) (2) % Less: AFS securities - AOCI 267 308 (41) (13) % Adjusted risk-weighted assets C $182,818 $184,751 (1,933) (1) % CET1 capital ratio adjusted for AFS & HTM AOCI A/C 8.7 % 8.5 % 0.2 % 2 % TCE Ratio Adjusted for HTM marks Tangible common equity $14,247 $13,728 $519 4 % Add: HTM unrealized loss, after-tax 458 590 (132) (22) % Tangible common equity including HTM marks D $13,789 $13,138 $651 5 % Tangible assets 214,316 218,785 (4,469) (2) % Add: HTM unrealized loss, pre-tax 613 792 (179) (23) % Adjusted Tangible assets E 213,703 217,993 (4,290) (2) % TCE Ratio Including HTM Marks D/E 6.4 % 6.0 % 0.4 % 7 % $s in millions, except share, per share and ratio data

43 Non-GAAP financial measures and reconciliations - excluding the impact of HSBC & ISBC Acquisitions QUARTERLY TRENDS 1Q23 Change 1Q23 4Q22 1Q22 4Q22 1Q22 $/bps % $/bps % Noninterest expense, Underlying excluding HSBC & ISBC: Noninterest expense (GAAP) A $1,296 $1,240 $1,106 $56 5% $190 17% Less: Notable items 66 43 48 23 53 18 38 Less: HSBC & ISBC Acquisition Impact 125 129 13 (4) (3) 112 NM Total Noninterest expense, Underlying excluding HSBC & ISBC (non-GAAP) B $1,105 $1,068 $1,045 $37 3% $60 6% Total Loans, excluding HSBC & ISBC Total Loans (GAAP) C $154,688 $156,662 $131,305 ($1,974) (1%) $23,383 18% Less: HSBC & ISBC Acquisition Impact 19,995 20,420 1,443 (425) (2) 18,552 NM Total Loans, excluding HSBC & ISBC (non-GAAP) D $134,693 $136,242 $129,862 ($1,549) (1%) $4,831 4% Total Commercial Loans, excluding HSBC & ISBC Total Commercial Loans (GAAP) E $80,866 $82,180 $61,521 ($1,314) (2%) $19,345 31% Less: HSBC & ISBC Acquisition Impact 14,770 15,093 33 (323) (2) 14,737 NM Total Commercial Loans, excluding HSBC & ISBC (non-GAAP) F $66,096 $67,087 $61,488 ($991) (1%) $4,608 7% Total Retail Loans, excluding HSBC & ISBC Total Retail Loans (GAAP) G $73,822 $74,482 $69,784 ($660) (1%) $4,038 6% Less: HSBC & ISBC Acquisition Impact 5,225 5,327 1,410 (102) (2) 3,815 NM Total Retail Loans, excluding HSBC & ISBC (non-GAAP) H $68,597 $69,155 $68,374 ($558) (1%) $223 —% Total Average Loans, excluding HSBC & ISBC Average Loans (GAAP) I $156,492 $157,099 $129,154 ($607) —% $27,338 21% Less: HSBC & ISBC Acquisition Impact 20,204 20,804 680 (600) (3) 19,524 NM Total Average Loans, excluding HSBC & ISBC (non-GAAP) J $136,288 $136,295 $128,474 ($7) —% $7,814 6% Average Commercial Loans, excluding HSBC & ISBC Average Commercial Loans (GAAP) K $82,321 $82,468 $60,573 ($147) —% $21,748 36% Less: HSBC & ISBC Acquisition Impact 14,930 15,518 16 (588) (4) 14,914 NM Average Commercial Loans, excluding HSBC & ISBC (non-GAAP) L $67,391 $66,950 $60,557 $441 1% $6,834 11% Average Retail Loans, excluding HSBC & ISBC Average Retail Loans (GAAP) M $74,171 $74,631 $68,581 ($460) (1%) $5,590 8% Less: HSBC & ISBC Acquisition Impact 5,274 5,286 665 (12) — 4,609 NM Average Retail Loans, excluding HSBC & ISBC (non-GAAP) N $68,897 $69,345 $67,916 ($448) (1%) $981 1% $s in millions, except ratio data

EX-99.3 4 q123financialsupplement.htm EX-99.3 Document

Financial Supplement

First Quarter 2023


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, Annualized Yields and Rates						8

Mortgage Banking Fees						9

Segment Financial Highlights						10

Credit-Related Information:
Nonaccrual loans and leases						13
Loans and Leases 90 Days or More Past Due and Accruing						14
Charge-offs, Recoveries, and Related Ratios						15
Summary of Changes in the Components of the Allowance for Credit Losses						17

Capital and Ratios						18

Non-GAAP Financial Measures and Reconciliations						19
The information in this Financial Supplement is preliminary and based on company data available at the time of the earnings presentation. It speaks only as of the particular date or dates included in the accompanying pages. The Company does not undertake an obligation to, and disclaims any duty to, update any of the information provided. Any forward-looking statements in this Financial Supplement are subject to the forward-looking statements language contained in the Company’s reports filed with the SEC pursuant to the Securities Exchange Act of 1934, which can be found on the SEC’s website (www.sec.gov) or on the Company’s website (www.citizensbank.com). The Company’s future financial performance is subject to the risks and uncertainties described in its SEC filings.

CONSOLIDATED FINANCIAL HIGHLIGHTS

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


	QUARTERLY TRENDS
											1Q23 Change
	1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
											$/bps		%		$/bps		%
SELECTED OPERATING DATA
Total revenue	$2,128		$2,200		$2,177		$1,999		$1,645		($72)		(3	%)	$483		29	%
Noninterest expense	1,296		1,240		1,241		1,305		1,106		56		5		190		17
Profit before provision (benefit) for credit losses	832		960		936		694		539		(128)		(13)		293		54
Provision (benefit) for credit losses	168		132		123		216		3		36		27		165		NM
NET INCOME	511		653		636		364		420		(142)		(22)		91		22
Net income, Underlying1	560		685		669		595		476		(125)		(18)		84		18
Net income available to common stockholders	488		621		611		332		396		(133)		(21)		92		23
Net income available to common stockholders, Underlying1	537		653		644		563		452		(116)		(18)		85		19
PER COMMON SHARE DATA
Basic earnings	$1.00		$1.26		$1.23		$0.68		$0.94		($0.26)		(21	%)	$0.06		6	%
Diluted earnings	1.00		1.25		1.23		0.67		0.93		(0.25)		(20)		0.07		8
Basic earnings, Underlying1	1.10		1.32		1.30		1.14		1.07		(0.22)		(17)		0.03		3
Diluted earnings, Underlying1	1.10		1.32		1.30		1.14		1.07		(0.22)		(17)		0.03		3
Cash dividends declared and paid per common share	0.42		0.42		0.42		0.39		0.39		—		—		0.03		8
Book value per common share	45.84		44.03		42.62		45.02		47.42		1.81		4		(1.58)		(3)
Tangible book value per common share	29.44		27.88		26.62		29.14		30.97		1.56		6		(1.53)		(5)
Dividend payout ratio	42	%	33	%	34	%	57	%	41	%	900	bps			100	bps
Dividend payout ratio, Underlying1	38		32		32		34		36		600	bps			200	bps
COMMON SHARES OUTSTANDING
Average: Basic	485,444,313		493,293,981		495,651,083		491,497,026		422,401,747		(7,849,668)		(2	%)	63,042,566		15	%
Diluted	487,712,146		495,478,398		497,477,501		493,296,114		424,670,871		(7,766,252)		(2)		63,041,275		15
Common shares at period-end	483,982,264		492,282,158		495,843,793		495,650,259		423,031,985		(8,299,894)		(2)		60,950,279		14

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

CONSOLIDATED FINANCIAL HIGHLIGHTS, CONTINUED

(in millions, except ratio and headcount data)


	QUARTERLY TRENDS
											1Q23 Change
	1Q23		4Q22		3Q22		2Q22		1Q22		4Q22			1Q22
											$/bps		%	$/bps		%
FINANCIAL RATIOS
Net interest margin	3.29	%	3.29	%	3.24	%	3.04	%	2.75	%	—	bps		54	bps
Net interest margin, FTE1	3.30		3.30		3.25		3.04		2.75		—			55
Return on average common equity	9.11		11.56		10.91		5.95		7.65		(245)			146
Return on average common equity, Underlying2	10.01		12.15		11.52		10.06		8.75		(214)			126
Return on average tangible common equity	14.38		18.46		16.96		9.13		11.36		(408)			302
Return on average tangible common equity, Underlying2	15.80		19.40		17.91		15.45		12.99		(360)			281
Return on average total assets	0.93		1.15		1.12		0.66		0.90		(22)			3
Return on average total assets, Underlying2	1.02		1.21		1.18		1.08		1.03		(19)			(1)
Return on average total tangible assets	0.97		1.19		1.16		0.69		0.94		(22)			3
Return on average total tangible assets, Underlying2	1.06		1.25		1.22		1.12		1.06		(19)			—
Effective income tax rate	22.97		21.16		21.80		23.77		21.70		181			127
Effective income tax rate, Underlying2	23.25		21.37		22.00		23.69		21.70		188			155
Efficiency ratio	60.90		56.36		57.02		65.27		67.23		454			(633)
Efficiency ratio, Underlying2	57.84		54.42		54.90		58.16		64.28		342			(644)
Noninterest income as a % of total revenue	22.81		22.92		23.54		24.72		30.26		(11)			(745)
Noninterest income as a % of total revenue, Underlying2	22.81		22.92		23.54		25.88		30.26		(11)			(745)
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio	10.0	%	10.0	%	9.8	%	9.6	%	9.7	%
Tier 1 capital ratio	11.1		11.1		10.9		10.6		10.9
Total capital ratio	12.9		12.8		12.6		12.3		12.5
Tier 1 leverage ratio	9.4		9.3		9.2		9.3		9.6
Tangible common equity ratio	6.6		6.3		6.1		6.6		7.1
SELECTED BALANCE SHEET DATA
Loan-to-deposit ratio (period-end balances)	89.83	%	86.69	%	87.44	%	87.28	%	82.70	%	314	bps		713	bps
Loan-to-deposit ratio (average balances)	89.76		87.74		88.32		87.24		83.28		202	bps		648	bps
Full-time equivalent colleagues (period-end)	18,547		18,889		19,235		19,583		17,843		(342)		(2)	704		4

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."

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(in millions)


	QUARTERLY TRENDS
						1Q23 Change
	1Q23	4Q22	3Q22	2Q22	1Q22	4Q22			1Q22
						$	%		$	%
INTEREST INCOME
Interest and fees on loans and leases	$2,047	$1,893	$1,657	$1,370	$1,048	$154	8	%	$999	95	%
Interest and fees on loans held for sale	15	16	18	17	16	(1)	(6)		(1)	(6)
Interest and fees on other loans held for sale	5	10	15	25	7	(5)	(50)		(2)	(29)
Investment securities	266	258	243	201	138	8	3		128	93
Interest-bearing deposits in banks	69	75	36	13	4	(6)	(8)		65	NM
Total interest income	2,402	2,252	1,969	1,626	1,213	150	7		1,189	98
INTEREST EXPENSE
Deposits	550	396	176	54	25	154	39		525	NM
Short-term borrowed funds	6	2	11	10	—	4	200		6	100
Long-term borrowed funds	203	159	117	57	41	44	28		162	NM
Total interest expense	759	557	304	121	66	202	36		693	NM
Net interest income	1,643	1,695	1,665	1,505	1,147	(52)	(3)		496	43
NONINTEREST INCOME
Service charges and fees	100	105	109	108	98	(5)	(5)		2	2
Capital markets fees	83	98	89	88	93	(15)	(15)		(10)	(11)
Card fees	72	71	71	71	60	1	1		12	20
Mortgage banking fees	57	54	66	72	69	3	6		(12)	(17)
Trust and investment services fees	63	61	61	66	61	2	3		2	3
Foreign exchange and derivative products	48	35	42	60	51	13	37		(3)	(6)
Letter of credit and loan fees	40	41	40	40	38	(1)	(2)		2	5
Securities gains, net	5	4	—	1	4	1	25		1	25
Other income	17	36	34	(12)	24	(19)	(53)		(7)	(29)
Total noninterest income	485	505	512	494	498	(20)	(4)		(13)	(3)
TOTAL REVENUE	2,128	2,200	2,177	1,999	1,645	(72)	(3)		483	29
Provision (benefit) for credit losses	168	132	123	216	3	36	27		165	NM
NONINTEREST EXPENSE
Salaries and employee benefits	658	633	639	683	594	25	4		64	11
Outside services	176	170	172	189	169	6	4		7	4
Equipment and software	169	170	159	169	150	(1)	(1)		19	13
Occupancy	124	110	106	111	83	14	13		41	49
Other operating expense	169	157	165	153	110	12	8		59	54
Total noninterest expense	1,296	1,240	1,241	1,305	1,106	56	5		190	17
Income before income tax expense	664	828	813	478	536	(164)	(20)		128	24
Income tax expense	153	175	177	114	116	(22)	(13)		37	32
Net income	$511	$653	$636	$364	$420	($142)	(22	%)	$91	22	%
Net income, Underlying1	$560	$685	$669	$595	$476	($125)	(18	%)	$84	18	%
Net income available to common stockholders	$488	$621	$611	$332	$396	($133)	(21	%)	$92	23	%
Net income available to common stockholders, Underlying1	$537	$653	$644	$563	$452	($116)	(18	%)	$85	19	%

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

CONSOLIDATED BALANCE SHEETS (unaudited)

(in millions)


PERIOD-END BALANCES	AS OF					MARCH 31, 2023 CHANGE
	Mar 31, 2023	Dec 31, 2022	Sept 30, 2022	June 30, 2022	Mar 31, 2022	December 31, 2022			March 31, 2022
						$	%		$	%
ASSETS
Cash and due from banks	$1,283	$1,489	$1,235	$1,456	$1,223	($206)	(14	%)	$60	5	%
Interest-bearing cash and due from banks	6,691	9,058	6,925	5,058	8,713	(2,367)	(26)		(2,022)	(23)
Interest-bearing deposits in banks	320	303	261	469	685	17	6		(365)	(53)
Debt securities available for sale, at fair value	23,845	24,007	23,478	24,961	25,319	(162)	(1)		(1,474)	(6)
Debt securities held to maturity	9,677	9,834	10,071	9,567	2,056	(157)	(2)		7,621	NM
Loans held for sale, at fair value	855	774	1,048	1,377	1,717	81	10		(862)	(50)
Other loans held for sale	1,000	208	914	2,078	99	792	NM		901	NM
Loans and leases	154,688	156,662	156,140	156,172	131,305	(1,974)	(1)		23,383	18
Less: Allowance for loan and lease losses	(2,017)	(1,983)	(1,980)	(1,964)	(1,720)	(34)	2		(297)	17
Net loans and leases	152,671	154,679	154,160	154,208	129,585	(2,008)	(1)		23,086	18
Derivative assets	569	842	1,352	1,669	1,675	(273)	(32)		(1,106)	(66)
Premises and equipment	866	844	827	885	793	22	3		73	9
Bank-owned life insurance	3,244	3,236	3,222	3,207	2,960	8	—		284	10
Goodwill	8,177	8,173	8,160	8,081	7,232	4	—		945	13
Other intangible assets	185	197	199	211	115	(12)	(6)		70	61
Other assets	12,873	13,089	12,832	13,485	9,925	(216)	(2)		2,948	30
TOTAL ASSETS	$222,256	$226,733	$224,684	$226,712	$192,097	($4,477)	(2	%)	$30,159	16	%
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$44,326	$49,283	$51,888	$54,169	$50,113	($4,957)	(10	%)	($5,787)	(12	%)
Interest-bearing	127,868	131,441	126,678	124,756	108,663	(3,573)	(3)		19,205	18
Total deposits	172,194	180,724	178,566	178,925	158,776	(8,530)	(5)		13,418	8
Short-term borrowed funds	1,018	3	263	3,763	25	1,015	NM		993	NM
Derivative liabilities	1,704	1,909	2,227	1,004	635	(205)	(11)		1,069	168
Long-term borrowed funds:
FHLB advances	11,779	8,519	9,519	8,269	20	3,260	38		11,759	NM
Senior debt	5,263	5,555	4,954	4,176	4,290	(292)	(5)		973	23
Subordinated debt and other debt	1,813	1,813	1,813	1,995	1,584	—	—		229	14
Total long-term borrowed funds	18,855	15,887	16,286	14,440	5,894	2,968	19		12,961	220
Other liabilities	4,284	4,520	4,196	4,252	4,693	(236)	(5)		(409)	(9)
TOTAL LIABILITIES	198,055	203,043	201,538	202,384	170,023	(4,988)	(2)		28,032	16
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented	2,014	2,014	2,014	2,014	2,014	—	—		—	—
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	22,183	22,142	22,121	22,100	19,021	41	—		3,162	17
Retained earnings	9,416	9,159	8,748	8,346	8,209	257	3		1,207	15
Treasury stock, at cost	(5,475)	(5,071)	(4,920)	(4,920)	(4,918)	(404)	(8)		(557)	(11)
Accumulated other comprehensive income (loss)	(3,943)	(4,560)	(4,823)	(3,218)	(2,258)	617	14		(1,685)	(75)
TOTAL STOCKHOLDERS' EQUITY	24,201	23,690	23,146	24,328	22,074	511	2		2,127	10
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$222,256	$226,733	$224,684	$226,712	$192,097	($4,477)	(2	%)	$30,159	16	%
Memo: Total tangible common equity	$14,247	$13,728	$13,197	$14,444	$13,100	$519	4	%	$1,147	9	%

LOANS AND DEPOSITS

(in millions)


PERIOD-END BALANCES	AS OF					MARCH 31, 2023 CHANGE
	Mar 31, 2023	Dec 31, 2022	Sept 30, 2022	June 30, 2022	Mar 31, 2022	Dec 31, 2022			March 31, 2022
						$	%		$	%
LOANS AND LEASES
Commercial and industrial	$50,450	$51,836	$50,989	$51,801	$45,724	($1,386)	(3	%)	$4,726	10	%
Commercial real estate	28,999	28,865	28,681	28,070	14,268	134	—		14,731	103
Leases	1,417	1,479	1,444	1,574	1,529	(62)	(4)		(112)	(7)
Total commercial	80,866	82,180	81,114	81,445	61,521	(1,314)	(2)		19,345	31
Residential mortgages	30,362	29,921	29,548	29,088	24,211	441	1		6,151	25
Home equity	14,135	14,043	13,684	13,122	12,264	92	1		1,871	15
Automobile	11,535	12,292	13,155	13,868	14,439	(757)	(6)		(2,904)	(20)
Education	12,634	12,808	13,094	13,141	13,306	(174)	(1)		(672)	(5)
Other retail	5,156	5,418	5,545	5,508	5,564	(262)	(5)		(408)	(7)
Total retail	73,822	74,482	75,026	74,727	69,784	(660)	(1)		4,038	6
Total loans and leases	$154,688	$156,662	$156,140	$156,172	$131,305	($1,974)	(1	%)	$23,383	18	%
Loans held for sale, at fair value	855	774	1,048	1,377	1,717	81	10		(862)	(50)
Other loans held for sale	1,000	208	914	2,078	99	792	NM		901	NM
Loans and leases and loans held for sale	$156,543	$157,644	$158,102	$159,627	$133,121	($1,101)	(1	%)	$23,422	18	%

DEPOSITS
Demand	$44,326	$49,283	$51,888	$54,169	$50,113	($4,957)	(10	%)	($5,787)	(12	%)
Money market	48,905	49,905	49,081	48,063	45,342	(1,000)	(2)		3,563	8
Checking with interest	34,496	39,721	38,040	39,611	32,417	(5,225)	(13)		2,079	6
Savings	29,789	29,805	29,882	27,959	26,104	(16)	—		3,685	14
Term	14,678	12,010	9,675	9,123	4,800	2,668	22		9,878	206
Total deposits	$172,194	$180,724	$178,566	$178,925	$158,776	($8,530)	(5	%)	$13,418	8	%


AVERAGE BALANCE SHEETS, ANNUALIZED YIELDS AND RATES
(in millions, except rates)

	QUARTERLY TRENDS												1Q23 Change
	1Q23				4Q22				1Q22				4Q22			1Q22
	Average Balances	Interest	Rate		Average Balances	Interest	Rate		Average Balances	Interest	Rate		Average Balances	Interest	Rate	Average Balances	Interest	Rate
INTEREST-EARNING ASSETS
Interest-bearing cash and due from banks and deposits in banks	$5,899	$69	4.65	%	$6,915	$75	4.22	%	$8,055	$4	0.21	%	($1,016)	($6)	43 bps	($2,156)	$65	444 bps
Taxable investment securities	38,953	266	2.74		38,770	258	2.66		29,245	138	1.88		183	8	8	9,708	128	86
Non-taxable investment securities	2	—	2.68		2	—	2.39		2	—	2.60		—	—	29	—	—	8
Total investment securities	38,955	266	2.74		38,772	258	2.66		29,247	138	1.88		183	8	8	9,708	128	86

Commercial and industrial	51,993	735	5.66		52,311	652	4.89		44,947	328	2.91		(318)	83	77	7,046	407	275
Commercial real estate	28,892	416	5.75		28,735	382	5.19		14,066	90	2.57		157	34	56	14,826	326	318
Leases	1,436	12	3.33		1,422	12	3.25		1,560	11	2.81		14	—	8	(124)	1	52
Total commercial	82,321	1,163	5.65		82,468	1,046	4.97		60,573	429	2.83		(147)	117	68	21,748	734	282
Residential mortgages	30,075	250	3.33		29,677	246	3.32		23,461	169	2.88		398	4	1	6,614	81	45
Home equity	14,073	240	6.92		13,869	204	5.84		12,124	90	3.02		204	36	108	1,949	150	390
Automobile	11,937	119	4.04		12,692	125	3.90		14,534	127	3.55		(755)	(6)	14	(2,597)	(8)	49
Education	12,796	154	4.88		12,929	148	4.54		13,034	131	4.07		(133)	6	34	(238)	23	81
Other retail	5,290	121	9.25		5,464	124	9.02		5,428	102	7.63		(174)	(3)	23	(138)	19	162
Total retail	74,171	884	4.81		74,631	847	4.52		68,581	619	3.65		(460)	37	29	5,590	265	116
Total loans and leases	156,492	2,047	5.25		157,099	1,893	4.75		129,154	1,048	3.26		(607)	154	50	27,338	999	199
Loans held for sale, at fair value	1,009	15	5.87		1,179	16	5.32		2,366	16	2.70		(170)	(1)	55	(1,357)	(1)	317
Other loans held for sale	197	5	9.98		557	10	6.70		454	7	5.89		(360)	(5)	328	(257)	(2)	409
Total interest-earning assets	202,552	2,402	4.76		204,522	2,252	4.35		169,276	1,213	2.88		(1,970)	150	41	33,276	1,189	188


Noninterest-earning assets	20,159				20,448				19,041				(289)			1,118
TOTAL ASSETS	$222,711				$224,970				$188,317				($2,259)			$34,394
INTEREST-BEARING LIABILITIES
Checking with interest	$35,974	97	1.09		$36,952	77	0.82		$30,417	5	0.07		($978)	20	27	$5,557	$92	102
Money market	49,942	287	2.33		50,228	208	1.65		47,220	12	0.10		(286)	79	68	2,722	275	223
Regular savings	29,460	79	1.09		29,780	58	0.78		23,835	5	0.08		(320)	21	31	5,625	74	101
Term	12,839	87	2.72		11,378	53	1.83		4,970	3	0.29		1,461	34	89	7,869	84	243
Total interest-bearing deposits	128,215	550	1.74		128,338	396	1.23		106,442	25	0.10		(123)	154	51	21,773	525	164
Short-term borrowed funds	542	6	4.97		262	2	3.83		29	—	3.50		280	4	114	513	6	147
FHLB advances	10,362	121	4.68		8,818	82	3.67		20	—	0.81		1,544	39	101	10,342	121	387
Senior debt	5,606	61	4.39		5,397	55	4.05		4,461	24	2.12		209	6	34	1,145	37	227
Subordinated debt and other debt	1,812	21	4.37		1,812	22	4.59		1,585	17	4.21		—	(1)	(22)	227	4	16
Total long-term borrowed funds	17,780	203	4.55		16,027	159	3.91		6,066	41	2.66		1,753	44	64	11,714	162	189
Total borrowed funds	18,322	209	4.57		16,289	161	3.90		6,095	41	2.66		2,033	48	67	12,227	168	191
Total interest-bearing liabilities	146,537	759	2.09		144,627	557	1.53		112,537	66	0.23		1,910	202	56	34,000	693	186
Demand deposits	46,135				50,706				48,641				(4,571)			(2,506)
Other noninterest-bearing liabilities	6,323				6,347				4,144				(24)			2,179
TOTAL LIABILITIES	198,995				201,680				165,322				(2,685)			33,673
STOCKHOLDERS' EQUITY	23,716				23,290				22,995				426			721
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$222,711				$224,970				$188,317				($2,259)			$34,394
INTEREST RATE SPREAD			2.67	%			2.82	%			2.65	%			(15)			2
NET INTEREST MARGIN AND NET INTEREST INCOME		$1,643	3.29	%		$1,695	3.29	%		$1,147	2.75	%		($52)	—		$496	54
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE1		$1,647	3.30	%		$1,699	3.30	%		$1,149	2.75	%		($52)	—		$498	55
Memo: Total deposits (interest-bearing and demand)	$174,350	$550	1.28	%	$179,044	$396	0.88	%	$155,083	$25	0.07	%	($4,694)	$154	40 bps	$19,267	$525	121 bps

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.

MORTGAGE BANKING FEES SUMMARY

(in millions, except ratio data)


	QUARTERLY TRENDS
											1Q23 Change
	1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
											$/bps		%		$/bps		%
MORTGAGE BANKING FEES
Production revenue	$18		$12		$19		$22		$31		$6		50	%	($13)		(42	%)
Mortgage servicing revenue	37		40		40		39		28		(3)		(8)		9		32
MSR valuation changes, net of hedge impact	2		2		7		11		10		—		—		(8)		(80)
Total mortgage banking fees	$57		$54		$66		$72		$69		$3		6	%	($12)		(17	%)

Pull-through adjusted locks	$2,078		$1,665		$2,979		$3,833		$4,936		$413		25	%	($2,858)		(58	%)

Production revenue as a percentage of Pull-through adjusted locks	0.90	%	0.72	%	0.64	%	0.57	%	0.63	%	18	bps			27	bps



RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$1,011		$1,103		$1,799		$2,774		$3,275		($92)		(8	%)	($2,264)		(69	%)
Third Party	1,333		1,652		2,642		3,624		4,101		(319)		(19)		(2,768)		(67)
Total	$2,344		$2,755		$4,441		$6,398		$7,376		($411)		(15	%)	(5,032)		(68	%)

Originated for sale	$1,651		$2,044		$3,212		$4,296		$5,521		($393)		(19	%)	($3,870)		(70	%)
Originated for investment	693		711		1,229		2,102		1,855		(18)		(3)		(1,162)		(63)
Total	$2,344		$2,755		$4,441		$6,398		$7,376		($411)		(15	%)	($5,032)		(68	%)

MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$96,346		$96,698		$96,415		$95,489		$92,804		($352)		—	%	$3,542		4	%
Owned loans serviced	30,827		30,135		30,081		29,893		25,283		692		2		5,544		22
Total	$127,173		$126,833		$126,496		$125,382		$118,087		$340		—	%	$9,086		8	%

MSR at fair value	$1,496		$1,530		$1,524		$1,411		$1,241		($34)		(2	%)	$255		21	%

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(in millions, except ratio data)


	QUARTERLY TRENDS
CONSUMER BANKING											1Q23 Change
	1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
											$/bps		%		$/bps		%
Net interest income	$1,096		$1,106		$1,085		$995		$857		($10)		(1	%)	$239		28	%
Noninterest income	256		256		270		280		257		—		—		(1)		—
Total revenue	1,352		1,362		1,355		1,275		1,114		(10)		(1)		238		21
Noninterest expense	889		863		863		881		784		26		3		105		13
Profit before provision (benefit) for credit losses	463		499		492		394		330		(36)		(7)		133		40
Net charge-offs	83		76		62		39		49		7		9		34		69
Income before income tax expense	380		423		430		355		281		(43)		(10)		99		35
Income tax expense	99		108		111		90		72		(9)		(8)		27		38
Net income	$281		$315		$319		$265		$209		($34)		(11	%)	$72		34	%
AVERAGE BALANCES
Total assets	$87,558		$88,440		$89,560		$88,881		$77,551		($882)		(1	%)	$10,007		13	%
Total loans and leases1	81,190		82,302		83,373		83,248		73,233		(1,112)		(1)		7,957		11
Deposits	115,578		117,164		117,448		118,482		104,663		(1,586)		(1)		10,915		10
Interest-earning assets	81,871		83,021		84,122		84,026		74,052		(1,150)		(1)		7,819		11
KEY METRICS
Net interest margin	5.44	%	5.28	%	5.12	%	4.75	%	4.69	%	16	bps			75	bps
Efficiency ratio	65.81		63.38		63.76		69.06		70.38		243	bps			(457)	bps
Loan-to-deposit ratio (period-end balances)	69.40		68.55		67.38		69.04		66.23		85	bps			317	bps
Loan-to-deposit ratio (average balances)	69.77		69.38		69.63		68.60		68.04		39	bps			173	bps
Return on average total tangible assets	1.31		1.42		1.43		1.20		1.10		(11)	bps			21	bps

1Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(in millions, except ratio data)


	QUARTERLY TRENDS
COMMERCIAL BANKING											1Q23 Change
	1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
											$/bps		%		$/bps		%
Net interest income	$597		$594		$559		$534		$416		$3		1	%	$181		44	%
Noninterest income	201		198		213		221		213		3		2		(12)		(6)
Total revenue	798		792		772		755		629		6		1		169		27
Noninterest expense	331		318		325		308		272		13		4		59		22
Profit before provision (benefit) for credit losses	467		474		447		447		357		(7)		(1)		110		31
Net charge-offs	47		12		12		10		12		35		NM		35		NM
Income before income tax expense	420		462		435		437		345		(42)		(9)		75		22
Income tax expense	101		104		101		96		74		(3)		(3)		27		36
Net income	$319		$358		$334		$341		$271		($39)		(11	%)	$48		18	%
AVERAGE BALANCES
Total assets	$78,891		$79,591		$80,067		$78,638		$61,118		($700)		(1	%)	$17,773		29	%
Total loans and leases1	75,734		75,773		75,767		74,172		58,007		(39)		—		17,727		31
Deposits	48,966		52,303		51,095		51,575		44,520		(3,337)		(6)		4,446		10
Interest-earning assets	76,130		76,097		76,025		74,422		58,312		33		—		17,818		31
KEY METRICS
Net interest margin	3.18	%	3.10	%	2.91	%	2.88	%	2.89	%	8	bps			29	bps
Efficiency ratio	41.47		40.18		42.04		40.78		43.32		129	bps			(185)	bps
Loan-to-deposit ratio (period-end balances)	162.54		141.44		142.25		142.31		132.70		2,110	bps			2,984	bps
Loan-to-deposit ratio (average balances)	153.33		143.49		145.57		139.31		128.49		984	bps			2,484	bps
Return on average total tangible assets	1.66		1.80		1.68		1.75		1.81		(14)	bps			(15)	bps

1Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(in millions)


	QUARTERLY TRENDS
OTHER1						1Q23 Change
	1Q23	4Q22	3Q22	2Q22	1Q22	4Q22			1Q22
						$	%		$	%
Net interest income	($50)	($5)	$21	($24)	($126)	($45)	NM		$76	60	%
Noninterest income	28	51	29	(7)	28	(23)	(45)		—	—
Total revenue	(22)	46	50	(31)	(98)	(68)	NM		76	78
Noninterest expense	76	59	53	116	50	17	29		26	52
Loss before provision (benefit) for credit losses	(98)	(13)	(3)	(147)	(148)	(85)	NM		50	34
Provision (benefit) for credit losses	38	44	49	167	(58)	(6)	(14)		96	NM
Loss before income tax benefit	(136)	(57)	(52)	(314)	(90)	(79)	(139)		(46)	(51)
Income tax benefit	(47)	(37)	(35)	(72)	(30)	(10)	(27)		(17)	(57)
Net loss	($89)	($20)	($17)	($242)	($60)	($69)	NM		($29)	(48)
AVERAGE BALANCES
Total assets	$56,262	$56,939	$55,846	$53,448	$49,648	($677)	(1	%)	$6,614	13	%
Total loans and leases2	773	760	724	724	735	13	2		38	5
Deposits	9,806	9,577	9,075	6,305	5,900	229	2		3,906	66
Interest-earning assets	44,550	45,405	43,428	40,228	36,913	(855)	(2)		7,637	21

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.

CREDIT-RELATED INFORMATION

(in millions, except ratio data)


	AS OF										MARCH 31, 2023 CHANGE
	Mar 31, 2023		Dec 31, 2022		Sept 30, 2022		June 30, 2022		Mar 31, 2022		Dec 31, 2022				March 31, 2022
											$/bps/%		%		$/bps/%		%
NONACCRUAL LOANS AND LEASES
Commercial and industrial	$297		$249		$234		$202		$200		$48		19	%	$97		49	%
Commercial real estate	140		103		37		37		11		37		36		129		NM
Leases	—		—		—		—		1		—		—		(1)		(100)
Total commercial	437		352		271		239		212		85		24		225		106
Residential mortgages1	216		234		236		253		243		(18)		(8)		(27)		(11)
Home equity	240		241		235		240		239		(1)		—		1		—
Automobile	50		56		52		50		52		(6)		(11)		(2)		(4)
Education	23		33		33		31		23		(10)		(30)		—		—
Other retail	30		28		25		26		20		2		7		10		50
Total retail	559		592		581		600		577		(33)		(6)		(18)		(3)
Nonaccrual loans and leases	996		944		852		839		789		52		6		207		26
Repossessed assets	14		16		16		15		15		(2)		(13)		(1)		(7)
Nonaccrual loans and leases and repossessed assets	$1,010		$960		$868		$854		$804		$50		5	%	$206		26	%
NONACCRUAL LOANS AND LEASES BY PRODUCT2
Commercial	$437		$352		$271		$239		$212		$85		24	%	$225		106	%
Retail	573		608		597		615		592		(35)		(6)		(19)		(3)
Total nonaccrual loans and leases	$1,010		$960		$868		$854		$804		$50		5	%	$206		26	%
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases	1.30	%	1.27	%	1.27	%	1.26	%	1.31	%	3	bps			(1)	bps
Allowance for credit losses to loans and leases	1.47		1.43		1.41		1.37		1.43		4				4
Allowance for loan and lease losses to nonaccrual loans and leases	203		210		232		234		218		(7	%)			(15	%)
Allowance for credit losses to nonaccrual loans and leases	229		237		258		256		238		(8	%)			(9	%)
Nonaccrual loans and leases to loans and leases	0.64		0.60		0.55		0.54		0.60		4	bps			4	bps

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

2Nonaccrual loans and leases by product includes repossessed assets.

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except ratio data)


	AS OF					MARCH 31, 2023 CHANGE
	Mar 31, 2023	Dec 31, 2022	Sept 30, 2022	June 30, 2022	Mar 31, 2022	Dec 31, 2022			March 31, 2022
						$/bps	%		$/bps	%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial and industrial	$21	$21	$13	$39	$13	$—	—	%	$8	62	%
Commercial real estate	63	1	2	33	—	62	NM		63	100
Leases	—	—	—	—	5	—	—		(5)	(100)
Total commercial	84	22	15	72	18	62	NM		66	NM
Residential mortgages1	314	319	425	623	792	(5)	(2)		(478)	(60)


Education	3	4	4	3	2	(1)	(25)		1	50
Other retail	23	22	18	14	14	1	5		9	64
Total retail	340	345	447	640	808	(5)	(1)		(468)	(58)
Total loans and leases	$424	$367	$462	$712	$826	$57	16	%	($402)	(49	%)

1 90+ days past due and accruing includes $309 million, $316 million, $425 million, $623 million, and $792 million of loans fully or partially guaranteed by the FHA, VA, and USDA for March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022 and March 31, 2022, respectively.

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)


	QUARTERLY TRENDS
						1Q23 Change
	1Q23	4Q22	3Q22	2Q22	1Q22	4Q22			1Q22
						$	%		$	%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial and industrial	$55	$21	$20	$13	$14	$34	162	%	$41	NM
Commercial real estate	4	—	2	—	—	4	100		4	100
Leases	—	—	—	—	—	—	—		—	—
Total commercial	59	21	22	13	14	38	181		45	NM
Residential mortgages	1	1	1	1	2	—	—		(1)	(50)
Home equity	2	2	3	2	2	—	—		—	—
Automobile	30	27	24	21	21	3	11		9	43
Education	23	24	18	16	20	(1)	(4)		3	15
Other retail	56	51	48	38	42	5	10		14	33
Total retail	112	105	94	78	87	7	7		25	29
Total gross charge-offs	$171	$126	$116	$91	$101	$45	36	%	$70	69	%
GROSS RECOVERIES
Commercial and industrial	$3	$5	$6	$3	$3	($2)	(40	%)	$—	—	%
Commercial real estate	1	—	1	—	—	1	100		1	100
Leases	3	—	—	—	—	3	100		3	100
Total commercial	7	5	7	3	3	2	40		4	133
Residential mortgages	—	1	1	2	2	(1)	(100)		(2)	(100)
Home equity	5	6	9	11	11	(1)	(17)		(6)	(55)
Automobile	15	14	13	15	15	1	7		—	—
Education	5	5	5	5	4	—	—		1	25
Other retail	6	7	7	6	7	(1)	(14)		(1)	(14)
Total retail	31	33	35	39	39	(2)	(6)		(8)	(21)
Total gross recoveries	$38	$38	$42	$42	$42	$—	—	%	($4)	(10	%)
NET CHARGE-OFFS (RECOVERIES)
Commercial and industrial	$52	$16	$14	$10	$11	$36	225	%	$41	NM
Commercial real estate	3	—	1	—	—	3	100		3	100
Leases	(3)	—	—	—	—	(3)	(100)		(3)	(100)
Total commercial	52	16	15	10	11	36	225		41	NM
Residential mortgages	1	—	—	(1)	—	1	100		1	100
Home equity	(3)	(4)	(6)	(9)	(9)	1	25		6	67
Automobile	15	13	11	6	6	2	15		9	150
Education	18	19	13	11	16	(1)	(5)		2	13
Other retail	50	44	41	32	35	6	14		15	43
Total retail	81	72	59	39	48	9	13		33	69
Total net charge-offs	$133	$88	$74	$49	$59	$45	51	%	$74	125	%

CREDIT-RELATED INFORMATION, CONTINUED

(in millions, except rates)


	QUARTERLY TRENDS
											1Q23 Change
	1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
											$/bps		%		$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial and industrial	0.40	%	0.12	%	0.11	%	0.08	%	0.10	%	28	bps			30	bps
Commercial real estate	0.05		—		0.01		—		—		5				5
Leases	(0.85)		(0.06)		(0.11)		(0.05)		0.10		(79)				(95)
Total commercial	0.26		0.07		0.07		0.05		0.08		19				18
Residential mortgages	0.01		—		0.01		(0.01)		—		1				1
Home equity	(0.07)		(0.12)		(0.17)		(0.27)		(0.32)		5				25
Automobile	0.51		0.42		0.31		0.16		0.18		9				33
Education	0.57		0.59		0.38		0.34		0.49		(2)				8
Other retail	3.81		3.21		3.02		2.25		2.61		60				120
Total retail	0.44		0.39		0.32		0.21		0.28		5				16
Total loans and leases	0.34	%	0.22	%	0.19	%	0.13	%	0.19	%	12	bps			15	bps
Memo: Average loans
Commercial and industrial	$51,993		$52,311		$52,130		$50,517		$44,947		($318)		(1	%)	$7,046		16	%
Commercial real estate	28,892		28,735		28,388		27,592		14,066		157		1		14,826		105
Leases	1,436		1,422		1,529		1,575		1,560		14		1		(124)		(8)
Total commercial	82,321		82,468		82,047		79,684		60,573		(147)		—		21,748		36
Residential mortgages	30,075		29,677		29,327		28,486		23,461		398		1		6,614		28
Home equity	14,073		13,869		13,400		12,811		12,124		204		1		1,949		16
Automobile	11,937		12,692		13,540		14,172		14,534		(755)		(6)		(2,597)		(18)
Education	12,796		12,929		13,081		13,144		13,034		(133)		(1)		(238)		(2)
Other retail	5,290		5,464		5,484		5,557		5,428		(174)		(3)		(138)		(3)
Total retail	74,171		74,631		74,832		74,170		68,581		(460)		(1)		5,590		8
Total loans and leases	$156,492		$157,099		$156,879		$153,854		$129,154		($607)		—	%	$27,338		21	%

CREDIT-RELATED INFORMATION, CONTINUED

(in millions)


	QUARTERLY TRENDS
						1Q23 Change
	1Q23	4Q22	3Q22	2Q22	1Q22	4Q22			1Q22
						$	%		$	%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$1,983	$1,980	$1,964	$1,720	$1,758	$3	—	%	$225	13	%





Allowance on PCD loans and leases at acquisition:
Commercial	—	—	—	99	—	—	—		—	—
Retail	—	—	—	2	—	—	—		—	—
Total Allowance on PCD loans and leases at acquisition	—	—	—	101	—	—	—		—	—
Charge-offs:
Commercial	59	21	22	13	14	38	181		45	NM
Retail	112	105	94	78	87	7	7		25	29
Total charge-offs	171	126	116	91	101	45	36		70	69
Recoveries:
Commercial	7	5	7	3	3	2	40		4	133
Retail	31	33	35	39	39	(2)	(6)		(8)	(21)
Total recoveries	38	38	42	42	42	—	—		(4)	(10)
Net charge-offs	133	88	74	49	59	45	51		74	125
Provision (benefit) for loan and lease losses:
Commercial	103	46	58	120	(32)	57	124		135	NM
Retail	64	45	32	72	53	19	42		11	21
Total provision (benefit) for loan and lease losses	167	91	90	192	21	76	84		146	NM
Allowance for loan and lease losses - ending	$2,017	$1,983	$1,980	$1,964	$1,720	$34	2	%	$297	17	%

Allowance for unfunded lending commitments - beginning	$257	$216	$183	$158	$176	$41	19	%	$81	46	%

Allowance on PCD unfunded lending commitments at acquisition	—	—	—	1	—	—	—	%	—	—
Provision (benefit) for unfunded lending commitments	1	41	33	24	(18)	(40)	(98	%)	19	NM
Allowance for unfunded lending commitments - ending	$258	$257	$216	$183	$158	$1	—	%	$100	63
Total allowance for credit losses - ending	$2,275	$2,240	$2,196	$2,147	$1,878	$35	2	%	$397	21	%

Memo: Total allowance for credit losses by product
Commercial	$1,326	$1,267	$1,202	$1,153	$925	$59	5	%	$401	43	%
Retail	949	973	994	994	953	(24)	(2)		(4)	—
Total allowance for credit losses	$2,275	$2,240	$2,196	$2,147	$1,878	$35	2	%	$397	21	%

CAPITAL AND RATIOS

(in millions, except ratio data)


	AS OF
											MARCH 31, 2023 CHANGE
	Mar 31, 2023		Dec 31, 2022		Sept 30, 2022		June 30, 2022		Mar 31, 2022		Dec 31, 2022			March 31, 2022
											$	%		$	%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$18,370		$18,574		$18,304		$17,946		$15,643		($204)	(1	%)	$2,727	17	%
Tier 1 capital	20,384		20,588		20,318		19,960		17,657		(204)	(1)		2,727	15
Total capital	23,720		23,755		23,516		23,184		20,301		(35)	—		3,419	17
Risk-weighted assets	183,246		185,224		187,201		187,727		161,859		(1,978)	(1)		21,387	13
Adjusted average assets1	217,998		220,779		220,076		215,727		183,089		(2,781)	(1)		34,909	19
CET1 capital ratio	10.0	%	10.0	%	9.8	%	9.6	%	9.7	%
Tier 1 capital ratio	11.1		11.1		10.9		10.6		10.9
Total capital ratio	12.9		12.8		12.6		12.3		12.5
Tier 1 leverage ratio	9.4		9.3		9.2		9.3		9.6
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders' equity	$22,187		$21,676		$21,132		$22,314		$20,060		$511	2	%	$2,127	11	%
Less: Goodwill	8,177		8,173		8,160		8,081		7,232		4	—		945	13
Less: Other intangible assets	185		197		199		211		115		(12)	(6)		70	61
Add: Deferred tax liabilities2	422		422		424		422		387		—	—		35	9
Total tangible common equity	$14,247		$13,728		$13,197		$14,444		$13,100		$519	4	%	$1,147	9	%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders' equity	$21,702		$21,276		$22,246		$22,383		$20,981		$426	2	%	$721	3	%
Less: Goodwill	8,177		8,171		8,131		8,015		7,156		6	—		1,021	14
Less: Other intangible assets	192		199		228		213		80		(7)	(4)		112	140
Add: Deferred tax liabilities2	422		424		424		416		383		(2)	—		39	10
Total tangible common equity	$13,755		$13,330		$14,311		$14,571		$14,128		$425	3	%	($373)	(3	%)
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$8,177		$8,173		$8,160		$8,081		$7,232		$4	—	%	$945	13	%
Other intangible assets	185		197		199		211		115		(12)	(6)		70	61
Total intangible assets	$8,362		$8,370		$8,359		$8,292		$7,347		($8)	—	%	$1,015	14	%

1Adjusted average assets include quarterly average assets, less deductions for disallowed goodwill and other intangible assets, net of deferred taxes, 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 and other intangible assets.

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. 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. The following tables present reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


		QUARTERLY TRENDS
							1Q23 Change
		1Q23	4Q22	3Q22	2Q22	1Q22	4Q22			1Q22
							$	%		$	%
Noninterest income, Underlying:
Noninterest income (GAAP)	A	$485	$505	$512	$494	$498	($20)	(4	%)	($13)	(3	%)
Less: Notable items		—	—	—	(31)	—	—	—		—	—
Noninterest income, Underlying (non-GAAP)	B	$485	$505	$512	$525	$498	($20)	(4	%)	($13)	(3	%)
Total revenue, Underlying:
Total revenue (GAAP)	C	$2,128	$2,200	$2,177	$1,999	$1,645	($72)	(3	%)	$483	29	%
Less: Notable items		—	—	—	(31)	—	—	—		—	—
Total revenue, Underlying (non-GAAP)	D	$2,128	$2,200	$2,177	$2,030	$1,645	($72)	(3	%)	$483	29	%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	E	$1,296	$1,240	$1,241	$1,305	$1,106	$56	5	%	$190	17	%
Less: Notable items		66	43	46	125	48	23	53		18	38
Noninterest expense, Underlying (non-GAAP)	F	$1,230	$1,197	$1,195	$1,180	$1,058	$33	3	%	$172	16	%
Pre-provision profit:
Total revenue (GAAP)	C	$2,128	$2,200	$2,177	$1,999	$1,645	($72)	(3	%)	$483	29	%
Less: Noninterest expense (GAAP)	E	1,296	1,240	1,241	1,305	1,106	56	5		190	17
Pre-provision profit (GAAP)		$832	$960	$936	$694	$539	($128)	(13	%)	$293	54	%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	D	$2,128	$2,200	$2,177	$2,030	$1,645	($72)	(3	%)	$483	29	%
Less: Noninterest expense, Underlying (non-GAAP)	F	1,230	1,197	1,195	1,180	1,058	33	3		172	16
Pre-provision profit, Underlying (non-GAAP)		$898	$1,003	$982	$850	$587	($105)	(10	%)	$311	53	%
Provision (benefit) for credit losses, Underlying:
Provision (benefit) for credit losses (GAAP)		$168	$132	$123	$216	$3	$36	27	%	$165	NM
Less: Notable items		—	—	—	145	24	—	—		(24)	(100)
Provision (benefit) for credit losses, Underlying (non-GAAP)		$168	$132	$123	$71	($21)	$36	27	%	$189	NM
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	G	$664	$828	$813	$478	$536	($164)	(20	%)	$128	24	%
Less: Expense before income tax benefit related to notable items		(66)	(43)	(46)	(301)	(72)	(23)	(53)		6	8
Income before income tax expense, Underlying (non-GAAP)	H	$730	$871	$859	$779	$608	($141)	(16	%)	$122	20	%
Income tax expense, Underlying:
Income tax expense (GAAP)	I	$153	$175	$177	$114	$116	($22)	(13	%)	$37	32	%
Less: Income tax benefit related to notable items		(17)	(11)	(13)	(70)	(16)	(6)	(55)		(1)	(6)
Income tax expense, Underlying (non-GAAP)	J	$170	$186	$190	$184	$132	($16)	(9	%)	$38	29	%
Net income, Underlying:
Net income (GAAP)	K	$511	$653	$636	$364	$420	($142)	(22	%)	$91	22	%
Add: Notable items, net of income tax benefit		49	32	33	231	56	17	53		(7)	(13)
Net income, Underlying (non-GAAP)	L	$560	$685	$669	$595	$476	($125)	(18	%)	$84	18	%
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	M	$488	$621	$611	$332	$396	($133)	(21	%)	$92	23	%
Add: Notable items, net of income tax benefit		49	32	33	231	56	17	53		(7)	(13)
Net income available to common stockholders, Underlying (non-GAAP)	N	$537	$653	$644	$563	$452	($116)	(18	%)	$85	19	%

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


		QUARTERLY TRENDS
												1Q23 Change
		1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
												$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	C	$2,128		$2,200		$2,177		$1,999		$1,645		($72)		(3.28	%)	$483		29.39	%
Less: Noninterest expense (GAAP)	E	1,296		1,240		1,241		1,305		1,106		56		4.53		190		17.22
Operating leverage														(7.81	%)			12.17	%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	D	$2,128		$2,200		$2,177		$2,030		$1,645		($72)		(3.27	%)	$483		29.39	%
Less: Noninterest expense, Underlying (non-GAAP)	F	1,230		1,197		1,195		1,180		1,058		33		2.80		172		16.43
Operating leverage, Underlying (non-GAAP)														(6.07	%)			12.96	%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	E/C	60.90	%	56.36	%	57.02	%	65.27	%	67.23	%	454	bps			(633)	bps
Efficiency ratio, Underlying (non-GAAP)	F/D	57.84		54.42		54.90		58.16		64.28		342	bps			(644)	bps
Noninterest income as a % of total revenue, Underlying:
Noninterest income as a % of total revenue	A/C	22.81	%	22.92	%	23.54	%	24.72	%	30.26	%	(11)	bps			(745)	bps
Noninterest income as a % of total revenue, Underlying	B/D	22.81		22.92		23.54		25.88		30.26		(11)	bps			(745)	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	I/G	22.97	%	21.16	%	21.80	%	23.77	%	21.70	%	181	bps			127	bps
Effective income tax rate, Underlying (non-GAAP)	J/H	23.25		21.37		22.00		23.69		21.70		188	bps			155	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	O	$21,702		$21,276		$22,246		$22,383		$20,981		$426		2	%	$721		3	%
Return on average common equity	M/O	9.11	%	11.56	%	10.91	%	5.95	%	7.65	%	(245)	bps			146	bps
Return on average common equity, Underlying (non-GAAP)	N/O	10.01		12.15		11.52		10.06		8.75		(214)	bps			126	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	O	$21,702		$21,276		$22,246		$22,383		$20,981		$426		2	%	$721		3	%
Less: Average goodwill (GAAP)		8,177		8,171		8,131		8,015		7,156		6		—		1,021		14
Less: Average other intangibles (GAAP)		192		199		228		213		80		(7)		(4)		112		140
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		422		424		424		416		383		(2)		—		39		10
Average tangible common equity	P	$13,755		$13,330		$14,311		$14,571		$14,128		$425		3	%	($373)		(3	%)
Return on average tangible common equity	M/P	14.38	%	18.46	%	16.96	%	9.13	%	11.36	%	(408)	bps			302	bps
Return on average tangible common equity, Underlying (non-GAAP)	N/P	15.80		19.40		17.91		15.45		12.99		(360)	bps			281	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	Q	$222,711		$224,970		$225,473		$220,967		$188,317		($2,259)		(1	%)	$34,394		18	%
Return on average total assets	K/Q	0.93	%	1.15	%	1.12	%	0.66	%	0.90	%	(22)	bps			3	bps
Return on average total assets, Underlying (non-GAAP)	L/Q	1.02		1.21		1.18		1.08		1.03		(19)	bps			(1)	bps

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


		QUARTERLY TRENDS
												1Q23 Change
		1Q23		4Q22		3Q22		2Q22		1Q22		4Q22				1Q22
												$/bps		%		$/bps		%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	Q	$222,711		$224,970		$225,473		$220,967		$188,317		($2,259)		(1	%)	$34,394		18	%
Less: Average goodwill (GAAP)		8,177		8,171		8,131		8,015		7,156		6		—		1,021		14
Less: Average other intangibles (GAAP)		192		199		228		213		80		(7)		(4)		112		140
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		422		424		424		416		383		(2)		—		39		10
Average tangible assets	R	$214,764		$217,024		$217,538		$213,155		$181,464		($2,260)		(1	%)	$33,300		18	%
Return on average total tangible assets	K/R	0.97	%	1.19	%	1.16	%	0.69	%	0.94	%	(22)	bps			3	bps
Return on average total tangible assets, Underlying (non-GAAP)	L/R	1.06		1.25		1.22		1.12		1.06		(19)	bps			—	bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	S	483,982,264		492,282,158		495,843,793		495,650,259		423,031,985		(8,299,894)		(2	%)	60,950,279		14	%
Common stockholders' equity (GAAP)		$22,187		$21,676		$21,132		$22,314		$20,060		$511		2		$2,127		11
Less: Goodwill (GAAP)		8,177		8,173		8,160		8,081		7,232		4		—		945		13
Less: Other intangible assets (GAAP)		185		197		199		211		115		(12)		(6)		70		61
Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP)		422		422		424		422		387		—		—		35		9
Tangible common equity	T	$14,247		$13,728		$13,197		$14,444		$13,100		$519		4	%	$1,147		9	%
Tangible book value per common share	T/S	$29.44		$27.88		$26.62		$29.14		$30.97		$1.56		6	%	($1.53)		(5	%)
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)	U	485,444,313		493,293,981		495,651,083		491,497,026		422,401,747		(7,849,668)		(2	%)	63,042,566		15	%
Average common shares outstanding - diluted (GAAP)	V	487,712,146		495,478,398		497,477,501		493,296,114		424,670,871		(7,766,252)		(2)		63,041,275		15
Net income per average common share - basic (GAAP)	M/U	$1.00		$1.26		$1.23		$0.68		$0.94		($0.26)		(21)		$0.06		6
Net income per average common share - diluted (GAAP)	M/V	1.00		1.25		1.23		0.67		0.93		(0.25)		(20)		0.07		8
Net income per average common share - basic, Underlying (non-GAAP)	N/U	1.10		1.32		1.30		1.14		1.07		(0.22)		(17)		0.03		3
Net income per average common share - diluted, Underlying (non-GAAP)	N/V	1.10		1.32		1.30		1.14		1.07		(0.22)		(17)		0.03		3
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	W	$0.42		$0.42		$0.42		$0.39		$0.39		$—		—	%	$0.03		8	%
Dividend payout ratio	W/(M/U)	42	%	33	%	34	%	57	%	41	%	900 bps				100 bps
Dividend payout ratio, Underlying (non-GAAP)	W/(N/U)	38		32		32		34		36		600 bps				200 bps

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

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


	QUARTERLY TRENDS
						1Q23 Change
	1Q23	4Q22	3Q22	2Q22	1Q22	4Q22			1Q22
						$	%		$	%




Other income, Underlying:
Other income (GAAP)	$17	$36	$34	($12)	$24	($19)	(53)		($7)	(29	%)
Less: Notable items	—	—	—	(31)	—	—	—		—	—
Other income, Underlying (non-GAAP)	$17	$36	$34	$19	$24	($19)	(53)		($7)	(29	%)
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$658	$633	$639	$683	$594	$25	4	%	$64	11	%
Less: Notable items	16	15	17	72	6	1	7		10	167
Salaries and employee benefits, Underlying (non-GAAP)	$642	$618	$622	$611	$588	$24	4	%	$54	9	%
Equipment and software, Underlying:
Equipment and software (GAAP)	$169	$170	$159	$169	$150	($1)	(1	%)	$19	13	%
Less: Notable items	4	2	—	6	2	2	100		2	100
Equipment and software, Underlying (non-GAAP)	$165	$168	$159	$163	$148	($3)	(2	%)	$17	11	%
Outside services, Underlying:
Outside services (GAAP)	$176	$170	$172	$189	$169	$6	4	%	$7	4	%
Less: Notable items	27	17	20	41	35	10	59		(8)	(23)
Outside services, Underlying (non-GAAP)	$149	$153	$152	$148	$134	($4)	(3	%)	$15	11	%
Occupancy, Underlying:
Occupancy (GAAP)	$124	$110	$106	$111	$83	$14	13	%	$41	49	%
Less: Notable items	18	2	2	1	—	16	NM		18	100
Occupancy, Underlying (non-GAAP)	$106	$108	$104	$110	$83	($2)	(2	%)	$23	28	%
Other operating expense, Underlying:
Other operating expense (GAAP)	$169	$157	$165	$153	$110	$12	8	%	$59	54	%
Less: Notable items	1	7	7	5	5	(6)	(86)		(4)	(80)
Other operating expense, Underlying (non-GAAP)	$168	$150	$158	$148	$105	$18	12	%	$63	60	%

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(in millions, except ratio data)


		FIRST QUARTER 2023							FOURTH QUARTER 2022							THIRD QUARTER 2022

		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	$281		$319		($89)	$511		$315		$358		($20)	$653		$319		$334		($17)	$636
Less: Preferred stock dividends		—		—		23	23		—		—		32	32		—		—		25	25
Net income (loss) available to common stockholders	B	$281		$319		($112)	$488		$315		$358		($52)	$621		$319		$334		($42)	$611
Return on average total tangible assets:
Average total assets (GAAP)		$87,558		$78,891		$56,262	$222,711		$88,440		$79,591		$56,939	$224,970		$89,560		$80,067		$55,846	$225,473
Less: Average goodwill (GAAP)		538		763		6,876	8,177		491		804		6,876	8,171		454		801		6,876	8,131
Average other intangibles (GAAP)		115		43		34	192		121		46		32	199		106		38		84	228
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		23		12		387	422		7		4		413	424		6		3		415	424
Average tangible assets	C	$86,928		$78,097		$49,739	$214,764		$87,835		$78,745		$50,444	$217,024		$89,006		$79,231		$49,301	$217,538
Return on average total tangible assets	A/C	1.31	%	1.66	%	NM	0.97	%	1.42	%	1.80	%	NM	1.19	%	1.43	%	1.68	%	NM	1.16	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$889		$331		$76	$1,296		$863		$318		$59	$1,240		$863		$325		$53	$1,241
Net interest income (GAAP)		1,096		597		(50)	1,643		1,106		594		(5)	1,695		1,085		559		21	1,665
Noninterest income (GAAP)		256		201		28	485		256		198		51	505		270		213		29	512
Total revenue (GAAP)	E	$1,352		$798		($22)	$2,128		$1,362		$792		$46	$2,200		$1,355		$772		$50	$2,177
Efficiency ratio	D/E	65.81	%	41.47	%	NM	60.90	%	63.38	%	40.18	%	NM	56.36	%	63.76	%	42.04	%	NM	57.02	%


		SECOND QUARTER 2022							FIRST QUARTER 2022

		Consumer Banking		Commercial Banking		Other	Consolidated		Consumer Banking		Commercial Banking		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$265		$341		($242)	$364		$209		$271		($60)	$420
Less: Preferred stock dividends		—		—		32	32		—		—		24	24
Net income (loss) available to common stockholders	B	$265		$341		($274)	$332		$209		$271		($84)	$396
Return on average total tangible assets:
Average total assets (GAAP)		$88,881		$78,638		$53,448	$220,967		$77,551		$61,118		$49,648	$188,317
Less: Average goodwill (GAAP)		445		731		6,839	8,015		160		120		6,876	7,156
Average other intangibles (GAAP)		74		16		123	213		51		18		11	80
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		6		1		409	416		5		1		377	383
Average tangible assets	C	$88,368		$77,892		$46,895	$213,155		$77,345		$60,981		$43,138	$181,464
Return on average total tangible assets	A/C	1.20	%	1.75	%	NM	0.69	%	1.10	%	1.81	%	NM	0.94	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$881		$308		$116	$1,305		$784		$272		$50	$1,106
Net interest income (GAAP)		995		534		(24)	1,505		857		416		(126)	1,147
Noninterest income (GAAP)		280		221		(7)	494		257		213		28	498
Total revenue (GAAP)	E	$1,275		$755		($31)	$1,999		$1,114		$629		($98)	$1,645
Efficiency ratio	D/E	69.06	%	40.78	%	NM	65.27	%	70.38	%	43.32	%	NM	67.23	%