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): July 17, 2024

(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 5.000% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series E	CFG PrE	New York Stock Exchange
Depositary Shares, each representing a 1/40th interest in a share of 7.375% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series H	CFG PrH	New York Stock Exchange

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition.

On July 17, 2024, Citizens Financial Group, Inc. (the “Company”) issued a press release announcing its second quarter 2024 earnings and posted on its website the press release and a financial supplement. Copies of the press release and financial supplement are being furnished as Exhibits 99.1 and 99.3, respectively.

Item 7.01 Regulation FD Disclosure.

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

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

Item 9.01 Financial Statements and Exhibits.


	Exhibit Number	Description

(d)	Exhibit 99.1	Citizens Financial Group, Inc. press release dated July 17, 2024

	Exhibit 99.2	Citizens Financial Group, Inc. earnings release presentation issued July 17, 2024

	Exhibit 99.3	Citizens Financial Group, Inc. financial supplement for second quarter 2024

	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 Chair and Chief Financial Officer

Date: July 17, 2024

EX-99.1 2 a2q24earningsrelease.htm EX-99.1 Document

Citizens Financial Group, Inc. Reports Second Quarter 2024 Net Income of

$392 million and EPS of $0.78

Underlying Net Income of $408 million and EPS of $0.82*

CET1 ratio of 10.7%; LDR 80.4%


	Key Financial Data	2Q24			1Q24			2Q23			Second Quarter 2024 Highlights

Income Statement	($s in millions)										■Underlying EPS of $0.82 and ROTCE of 11.1% ■Underlying PPNR of $694 million, up 2% QoQ –Strong fee performance, up 7% QoQ with higher Capital Markets and record Wealth and Card fees –NII down 2% QoQ primarily driven by a 4 bp decline in NIM related to swaps impact –Expenses down 1% QoQ notwithstanding continued investment in the Private Bank ■Strong ACL coverage of 1.63%, up 2 bps QoQ ■Period-end and average loans down 1% QoQ given balance sheet optimization, including Non-Core portfolio run off, and paydowns in Commercial ■Period-end deposits stable QoQ; Private Bank period-end deposits up $1.6 billion to $4 billion ■Strong liquidity profile; spot LDR improved to 80.4%; FHLB advances reduced further to just $553 million –Pro forma LCR of 119% exceeds Category 1 Bank requirement of 100% ■Net charge-offs of 52 bps, up 2 bps QoQ reflects broadly stable charge-offs and lower average loans ■Strong CET1 ratio of 10.7%; TCE ratio of 6.5% ■TBV/share of $30.61, up 1.4% QoQ reflects higher net income and net AOCI benefit
	Total revenue	$	1,963		$	1,959		$	2,094
	Pre-provision profit	662			601			788
	Underlying pre-provision profit	694			683			861
	Provision for credit losses	182			171			176

	Net income	392			334			478

	Underlying net income	408			395			531




Balance Sheet & Credit Quality	($s in billions)
	Period-end loans and leases	$	141.8		$	143.2		$	151.3
	Average loans and leases	143.1			144.8			153.7
	Period-end deposits	176.4			176.4			177.7
	Average deposits	173.7			176.1			173.2
	Period-end loan-to-deposit ratio	80.4		%	81.2		%	85.2		%

	NCO ratio	0.52		%	0.50		%	0.40		%

Financial Metrics	Diluted EPS	$	0.78		$	0.65		$	0.92
	Underlying Diluted EPS	0.82			0.79			1.04
	ROTCE	10.6		%	8.9		%	12.4		%
	Underlying ROTCE	11.1			10.6			13.9
	Net interest margin, FTE	2.87			2.91			3.17
	Efficiency ratio	66.3			69.3			62.3
	Underlying efficiency ratio	64.6			65.1			58.9
	CET1	10.7		%	10.6		%	10.3		%
	TBV/Share	$	30.61		$	30.19		$	28.72


Notable Items		2Q24
	($s in millions except per share data)	Pre-tax $		EPS
	Integration-related	$	(3)	$	(0.01)


	TOP and Other items	(24)		(0.04)

	FDIC special assessment	(5)		(0.01)
	Tax item	—		0.02
	Total	$	(32)	$	(0.04)


Comments from Chairman and CEO Bruce Van Saun

“We delivered solid performance in the second quarter, featuring strong fee performance across Capital Markets, Wealth and

*Results presented on an Underlying basis are non-GAAP Financial Measures. See page 15 for additional information on our use of Non-GAAP Financial Measures.

Citizens Financial Group, Inc.

Card, excellent deposit trends, good expense discipline and credit metrics in line with expectations,“ said Chairman and CEO Bruce Van Saun. “We are executing well on our strategic initiatives, and highlight that our Private Bank reached $4.0 billion in deposits and $3.6 billion in assets under management. We continue to be comfortable with our full year guidance and medium-term targets.”

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 August 14, 2024 to shareholders of record at the close of business on July 31, 2024.

Citizens Financial Group, Inc.

Earnings highlights(1):


	Quarterly Trends
										2Q24 change from
($s in millions, except per share data)	2Q24			1Q24			2Q23			1Q24					2Q23
Earnings										$/bps			%		$/bps			%
Net interest income	$	1,410		$	1,442		$	1,588		$	(32)		(2)	%	$	(178)		(11)	%
Noninterest income	553			517			506			36			7		47			9
Total revenue	1,963			1,959			2,094			4			—		(131)			(6)
Noninterest expense	1,301			1,358			1,306			(57)			(4)		(5)			—
Pre-provision profit	662			601			788			61			10		(126)			(16)
Provision for credit losses	182			171			176			11			6		6			3

Net income	392			334			478			58			17		(86)			(18)
Preferred dividends	35			30			34			5			17		1			3
Net income available to common stockholders	$	357		$	304		$	444		$	53		17	%	$	(87)		(20)	%
After-tax notable Items	16			61			53			(45)			(74)		(37)			(70)
Underlying net income	$	408		$	395		$	531		$	13		3	%	$	(123)		(23)	%
Underlying net income available to common stockholders	373			365			497			8			2		(124)			(25)
Average common shares outstanding
Basic (in millions)	454.1			461.4			479.5			(7.2)			(2)		(25.3)			(5)
Diluted (in millions)	456.6			463.8			481.0			(7.2)			(2)		(24.4)			(5)
Diluted earnings per share	$	0.78		$	0.65		$	0.92		$	0.13		20	%	$	(0.14)		(15)	%
Underlying diluted earnings per share	0.82			0.79			1.04			0.03			4		(0.22)			(21)
Performance metrics
Net interest margin	2.86		%	2.90		%	3.16		%	(4)		bps			(30)		bps
Net interest margin, FTE	2.87			2.91			3.17			(4)					(30)
Effective income tax rate	18.5			22.3			22.1			(379)					(360)

Efficiency ratio	66.3			69.3			62.3			(306)					393
Underlying efficiency ratio	64.6			65.1			58.9			(46)					573


Return on average tangible common equity	10.6			8.9			12.4			175					(181)
Underlying return on average tangible common equity	11.1			10.6			13.9			44					(284)

Return on average total tangible assets	0.75			0.63			0.89			12					(14)
Underlying return on average total tangible assets	0.78		%	0.75		%	0.99		%	3		bps			(21)		bps
Capital adequacy(2,3)
Common equity tier 1 capital ratio	10.7		%	10.6		%	10.3		%
Total capital ratio	14.0			13.8			13.3
Tier 1 leverage ratio	9.4			9.3			9.4
Tangible common equity ratio	6.5			6.5			6.3
Allowance for credit losses to loans and leases	1.63		%	1.61		%	1.52		%	2		bps			11		bps
Asset quality(3)
Nonaccrual loans and leases to loans and leases	1.08		%	1.02		%	0.79		%	6		bps			29		bps
Allowance for credit losses to nonaccrual loans and leases	151			157			193			(6)					(42)
Net charge-offs as a % of average loans and leases	0.52		%	0.50		%	0.40		%	2		bps			12		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
										2Q24 change from
($s in millions, except per share data)	2Q24			1Q24			2Q23			1Q24					2Q23
										$/bps			%		$/bps			%
Net interest income	$	1,410		$	1,442		$	1,588		$	(32)		(2)	%	$	(178)		(11)	%
Noninterest income	549			514			506			35			7		43			8


Total revenue	$	1,959		$	1,956		$	2,094		$	3		—	%	$	(135)		(6)	%





Noninterest expense	1,265			1,273			1,233			(8)			(1)	%	32			3	%






Provision for credit losses	182			171			176			11			6		6			3

Net income available to common stockholders	$	373		$	365		$	497		$	8		2	%	$	(124)		(25)	%
Performance metrics

EPS	$	0.82		$	0.79		$	1.04		$	0.03		4	%	$	(0.22)		(21)	%

Efficiency ratio	64.6		%	65.1		%	58.9		%	(46)		bps			573		bps

Return on average tangible common equity	11.1		%	10.6		%	13.9		%	44		bps			(284)		bps

Consolidated balance sheet summary(1):


										2Q24 change from
($s in millions)	2Q24			1Q24			2Q23			1Q24					2Q23
										$/bps			%		$/bps			%
Total assets	$	219,938		$	220,448		$	223,066		$	(510)		—	%	$	(3,128)		(1)	%
Total loans and leases	141,842			143,188			151,320			(1,346)			(1)		(9,478)			(6)
Total loans held for sale	683			555			1,421			128			23		(738)			(52)
Deposits	176,352			176,428			177,667			(76)			—		(1,315)			(1)

Stockholders' equity	23,869			23,761			23,585			108			—		284			1
Stockholders' common equity	21,757			21,747			21,571			10			—		186			1
Tangible common equity	$	13,866		$	13,844		$	13,630		$	22		—	%	$	236		2	%
Loan-to-deposit ratio (period-end)(2)	80.4		%	81.2		%	85.2		%	(73)		bps			(474)		bps
Loan-to-deposit ratio (average)(2)	82.4		%	82.2		%	88.7		%	14		bps			(635)		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 recent acquisitions, as well as TOP revenue and efficiency initiatives and other items. In addition, second quarter 2024 and first quarter 2024 include a notable item for an industry-wide FDIC special assessment. These notable items have been excluded from reported results to better reflect Underlying operating results.


Notable items - Integration-related	2Q24				1Q24			2Q23
($s in millions, except per share data)	Pre-tax		After-tax			Pre-tax		After-tax		Pre-tax		After-tax





Salaries & benefits	$	(3)	$	(2)		$	(2)	$	(1)	$	(2)	$	(1)
Equipment and software	—		—			—		—		(1)		(1)
Outside services	—		—			(1)		(1)		(11)		(8)
Occupancy	—		—			—		—		(25)		(18)
Other expense	—		—			—		—		—		—
Noninterest expense	$	(3)	$	(2)		$	(3)	$	(2)	$	(39)	$	(28)

EPS Impact - Noninterest expense			$	(0.01)				$	(0.01)			$	(0.06)












Total integration related	$	(3)	$	(2)		$	(3)	$	(2)	$	(39)	$	(28)

EPS Impact - Total Integration-related			$	(0.01)				$	(0.01)			$	(0.06)

Other notable items - TOP & Other	2Q24				1Q24			2Q23
($s in millions, except per share data)	Pre-tax		After-tax			Pre-tax		After-tax		Pre-tax		After-tax

Tax notable items	$	—	$	7		$	—	$	—	$	—	$	—





Noninterest income	4		3			3		2		—		—

Salaries & benefits	(5)		(4)			(15)		(11)		(12)		(9)
Equipment and software	(4)		(3)			(8)		(6)		(3)		(2)
Outside services	(10)		(7)			(11)		(9)		(10)		(7)
Occupancy	(6)		(4)			(7)		(5)		(5)		(4)
FDIC special assessment(1)	(5)		(4)			(35)		(26)		—		—
Other expense	(3)		(2)			(6)		(4)		(4)		(3)
Noninterest expense	$	(33)	$	(24)		$	(82)	$	(61)	$	(34)	$	(25)

Total Other Notable Items	$	(29)	$	(14)		$	(79)	$	(59)	$	(34)	$	(25)

EPS Impact - Other Notable Items			$	(0.03)				$	(0.13)			$	(0.06)

Total Notable Items	$	(32)	$	(16)		$	(82)	$	(61)	$	(73)	$	(53)

Total EPS Impact			$	(0.04)				$	(0.14)			$	(0.12)
(1) The FDIC special assessment earnings per share impact is $(0.01) and $(0.05) for second quarter 2024 and first quarter 2024, respectively.

Citizens Financial Group, Inc.

Discussion of results:


Net interest income										2Q24 change from
($s in millions)	2Q24			1Q24			2Q23			1Q24					2Q23
										$/bps			%		$/bps			%
Interest income:
Interest and fees on loans and leases and loans held for sale	$	2,028		$	2,071		$	2,164		$	(43)		(2)	%	$	(136)		(6)	%
Investment securities	417			399			267			18			5		150			56
Interest-bearing deposits in banks	130			140			100			(10)			(7)		30			30
Total interest income	$	2,575		$	2,610		$	2,531		$	(35)		(1)	%	$	44		2	%
Interest expense:
Deposits	$	965		$	987		$	723		$	(22)		(2)	%	$	242		33	%


Short-term borrowed funds	4			7			22			(3)			(43)		(18)			(82)
Long-term borrowed funds	196			174			198			22			13		(2)			(1)
Total interest expense	$	1,165		$	1,168		$	943		$	(3)		—	%	$	222		24	%
Net interest income	$	1,410		$	1,442		$	1,588		$	(32)		(2)	%	$	(178)		(11)	%

Net interest margin, FTE	2.87		%	2.91		%	3.17		%	(4)		bps			(30)		bps


Second quarter 2024			vs.			first quarter 2024

Net interest income of $1.4 billion decreased 2%, primarily reflecting lower net interest margin.

•Net interest margin of 2.87% was down 4 basis points, largely reflecting the impact of swaps (6 basis points) and higher funding costs (3 basis points), partly offset by improved asset yields (4 basis points) and the benefit of Non-Core run off (2 basis points).


Second quarter 2024			vs.			second quarter 2023

Net interest income of $1.4 billion decreased 11%, reflecting lower net interest margin and a 2% decline in average interest-earning assets, reflecting lower loans.

•Net interest margin of 2.87% decreased 30 basis points, as an increase in funding and swap costs and the impact of building liquidity were partly offset by higher interest-earning-asset yields and the benefit of Non-Core run off.

Citizens Financial Group, Inc.


Noninterest Income							2Q24 change from
($s in millions)	2Q24		1Q24		2Q23		1Q24				2Q23
							$		%		$		%

Service charges and fees	$	106	$	96	$	101	$	10	10	%	$	5	5	%
Capital markets fees	134		118		82		16		14		52		63
Card fees	92		86		80		6		7		12		15
Wealth fees(1)	75		68		65		7		10		10		15
Mortgage banking fees	54		49		59		5		10		(5)		(8)
Foreign exchange and derivative products	39		36		44		3		8		(5)		(11)
Letter of credit and loan fees	43		42		43		1		2		—		—
Securities gains, net	—		5		9		(5)		(100)		(9)		(100)
Other income(2)	10		17		23		(7)		(41)		(13)		(57)
Noninterest income	$	553	$	517	$	506	$	36	7	%	$	47	9	%
Underlying, as applicable
Card fees	$	88	$	83	$	80	$	5	6		$	8	10


Underlying noninterest income	$	549	$	514	$	506	$	35	7	%	$	43	8	%


(1) Effective for 2Q24, Trust and Investment services fees was renamed to Wealth Fees to better reflect the broad range of wealth-related management fees and services provided to our customers. (2) Includes bank-owned life insurance income and other miscellaneous income for all periods presented.


Second quarter 2024			vs.			first quarter 2024

Underlying noninterest income of $549 million increased $35 million, or 7%.

•Service charges and fees increased $10 million, primarily from seasonality.

•Capital markets fees increased $16 million, given higher bond underwriting and loan syndication fees, partly offset by lower M&A advisory fees.

•Card fees increased $5 million primarily given the full-quarter benefit of favorable vendor contract negotiations as well as seasonality.

•Wealth fees increased $7 million, reflecting increased sales activity and higher asset management fees.

•Mortgage banking fees increased $5 million, driven by higher MSR valuation, net of hedging, and servicing fees, partly offset by lower production revenue.

•Foreign exchange and derivative products revenue increased $3 million, primarily reflecting higher client activity in commodities and foreign exchange hedging.

•Other income decreased $7 million, largely due to higher operational losses.


Second quarter 2024			vs.			second quarter 2023

Underlying noninterest income of $549 million increased $43 million, or 8%.

•Service charges and fees increased $5 million, primarily driven by higher overdraft and cash management fees.

•Capital markets fees increased $52 million, given higher bond and equity underwriting, loan syndication and M&A advisory fees.

•Card fees increased $8 million, primarily reflecting favorable vendor contract negotiations.

•Wealth fees increased $10 million, reflecting increased sales activity and higher asset management fees.

•Mortgage banking fees decreased $5 million, given lower production fees, partly offset by higher MSR valuation, net of hedging.

•FX and derivative products revenue decreased $5 million, primarily given lower client activity in interest rate hedging.

•Other income decreased $13 million, primarily reflecting higher operational losses.

Citizens Financial Group, Inc.


Noninterest Expense							2Q24 change from
($s in millions)	2Q24		1Q24		2Q23		1Q24				2Q23
							$		%		$		%
Salaries and employee benefits	$	645	$	691	$	615	$	(46)	(7)	%	$	30	5	%
Equipment and software	190		192		181		(2)		(1)		9		5
Outside services	165		158		177		7		4		(12)		(7)
Occupancy	113		114		136		(1)		(1)		(23)		(17)
Other operating expense	188		203		197		(15)		(7)		(9)		(5)
Noninterest expense	$	1,301	$	1,358	$	1,306	$	(57)	(4)	%	$	(5)	—	%

Notable items	$	36	$	85	$	73	$	(49)	(58)	%	$	(37)	(51)%

Underlying, as applicable
Salaries and employee benefits	$	637	$	674	$	601	$	(37)	(5)	%	$	36	6	%
Equipment and software	186		184		177		2		1		9		5
Outside services	155		146		156		9		6		(1)		(1)
Occupancy	107		107		106		—		—		1		1
Other operating expense	180		162		193		18		11		(13)		(7)
Underlying noninterest expense	$	1,265	$	1,273	$	1,233	$	(8)	(1)	%	$	32	3	%


Second quarter 2024			vs.			first quarter 2024

Underlying noninterest expense of $1.27 billion, decreased 1%

•Salaries and benefits decreased $37 million, primarily reflecting lower payroll taxes and compensation-related costs given seasonality.

•Outside services increased $9 million primarily driven by technology investments.

•Other operating expense increased $18 million driven primarily by increased marketing-related expenses.

Reported noninterest expense of $1.30 billion decreased $57 million, primarily driven by the industry-wide FDIC special assessment recognized in the first quarter.

The effective tax rate was 18.5% in second quarter 2024. On an underlying basis, the effective tax rate of 20.3% decreased modestly compared to 22.8% in first quarter 2024 primarily given a state tax adjustment and lower stock-related compensation.


Second quarter 2024			vs.			second quarter 2023

Underlying noninterest expense of $1.27 billion increased 3%; down 1% excluding $46 million in expenses related to the Private Bank start-up investment.

•Salaries and benefits increased $36 million primarily reflecting the Private Bank start-up investment.

•Equipment and software increased $9 million given technology investments and maintenance.

•Other operating expenses decreased $13 million, primarily driven by lower advertising and travel-related expenses.

The effective tax rate was 18.5% in second quarter 2024. On an underlying basis, the effective tax rate of 20.3% compared with 22.5% in second quarter 2023.

Citizens Financial Group, Inc.


Interest-earning assets							2Q24 change from
($s in millions)	2Q24		1Q24		2Q23		1Q24				2Q23
Period-end interest-earning assets							$		%		$		%
Investments	$	41,677	$	41,127	$	35,339	$	550	1	%	$	6,338	18	%
Interest-bearing deposits in banks	11,139		10,893		10,162		246		2		977		10
Commercial loans and leases	71,934		72,823		78,279		(889)		(1)		(6,345)		(8)
Retail loans	69,908		70,365		73,041		(457)		(1)		(3,133)		(4)
Total loans and leases	141,842		143,188		151,320		(1,346)		(1)		(9,478)		(6)
Loans held for sale, at fair value	591		505		1,225		86		17		(634)		(52)
Other loans held for sale	92		50		196		42		84		(104)		(53)
Total loans and leases and loans held for sale	142,525		143,743		152,741		(1,218)		(1)		(10,216)		(7)
Total period-end interest-earning assets	$	195,341	$	195,763	$	198,242	$	(422)	—	%	$	(2,901)	(1)	%
Average interest-earning assets
Investments(1)	$	44,692	$	43,905	$	38,002	$	787	2	%	$	6,690	18	%
Interest-bearing deposits in banks	9,650		10,268		7,768		(618)		(6)		1,882		24
Commercial loans and leases	72,955		73,842		80,237		(887)		(1)		(7,282)		(9)
Retail loans	70,112		70,980		73,488		(868)		(1)		(3,376)		(5)
Total loans and leases	143,067		144,822		153,725		(1,755)		(1)		(10,658)		(7)
Loans held for sale, at fair value	896		850		1,381		46		5		(485)		(35)
Other loans held for sale	160		223		622		(63)		(28)		(462)		(74)
Total loans and leases and loans held for sale	144,123		145,895		155,728		(1,772)		(1)		(11,605)		(7)
Total average interest-earning assets	$	198,465	$	200,068	$	201,498	$	(1,603)	(1)	%	$	(3,033)	(2)	%
(1) Total average interest-earning assets excludes the mark-to-market on investment securities and unsettled purchases or sales of loans and investments.


Second quarter 2024			vs.			first quarter 2024

Period-end interest-earning assets of $195.3 billion were relatively stable reflecting a $1.3 billion decrease in loans and leases, partly offset by a $550 million increase in investments in securities and a $246 million increase in cash held in interest-bearing deposits. The decrease in loans and leases reflects an $889 million decline in commercial driven by paydowns and balance sheet optimization actions as well as market conditions driving lower client demand. Results also reflect a $457 million decrease in retail, given $1.1 billion Non-Core portfolio run off, partly offset by growth in home equity and mortgage.

Average interest-earning assets of $198.5 billion decreased $1.6 billion, or 1%, reflecting a $1.8 billion decrease in total loans and leases and a $618 million decrease in cash held in interest-bearing deposits, partly offset by a $787 million increase in investments. The decrease in loans and leases reflects a $887 million decrease in commercial given paydowns and balance sheet optimization actions as well as market conditions driving lower client demand. Retail decreased $868 million driven by Non-Core portfolio run off, partially offset by growth in home equity and mortgage.

The average effective duration of the securities portfolio was 3.7 years, compared with 3.8 years at March 31, 2024 and 5.5 years at June 30, 2023.


Second quarter 2024			vs.			second quarter 2023

Period-end interest-earning assets of $195.3 billion decreased $2.9 billion, or 1%, reflecting a $10.2 billion decrease in total loans and leases and loans held for sale, partly offset by a $6.3 billion increase in investments in securities and a $1.0 billion increase in investments in cash held in interest-bearing deposits. The decrease in loans and leases reflects a $6.3 billion decline in commercial given paydowns, balance sheet optimization actions and lower client demand, and a $3.1 billion decline in retail driven by the $4.8 billion Non-Core portfolio run off, partially offset by growth in home equity and mortgage.

Average interest-earning assets of $198.5 billion decreased $3.0 billion, or 2%, reflecting a $11.6 billion decrease in total loans and leases and loans held for sale, partially offset by a $6.7 billion increase in investments in securities and a $1.9 billion increase in cash held in interest-bearing deposits.

Citizens Financial Group, Inc.


Deposits							2Q24 change from
($s in millions)	2Q24		1Q24		2Q23		1Q24				2Q23
Period-end deposits							$		%		$		%
Demand	$	36,927	$	36,593	$	40,286	$	334	1	%	$	(3,359)	(8)	%
Money market	52,599		52,182		52,542		417		1		57		—
Checking with interest	34,421		34,487		35,028		(66)		—		(607)		(2)
Savings	27,240		27,912		29,824		(672)		(2)		(2,584)		(9)
Term	25,165		25,254		19,987		(89)		—		5,178		26
Total period-end deposits	$	176,352	$	176,428	$	177,667	$	(76)	—	%	$	(1,315)	(1)	%
Average deposits
Demand	$	36,205	$	36,684	$	42,178	$	(479)	(1)	%	$	(5,973)	(14)	%
Money market	51,570		52,926		49,665		(1,356)		(3)		1,905		4
Checking with interest	33,659		32,302		34,586		1,357		4		(927)		(3)
Savings	27,560		27,745		29,640		(185)		(1)		(2,080)		(7)
Term	24,676		26,447		17,180		(1,771)		(7)		7,496		44
Total average deposits	$	173,670	$	176,104	$	173,249	$	(2,434)	(1)	%	$	421	—	%


Second quarter 2024			vs.			first quarter 2024

Total period-end deposits of $176.4 billion are broadly stable reflecting growth in the the Private Bank offset by seasonally lower retail deposits.

Average deposits of $173.7 billion are down 1% reflecting lower Commercial deposits given seasonal outflows, lower Treasury deposits and a seasonal decline in retail deposits. These more than offset the $1.2 billion growth in Private Bank deposits.

The mix of deposits reflects continued slowing in the rate of migration from demand to interest-bearing and low-cost to high-cost interest bearing accounts, as well as the benefit of deposit growth in the Private Bank.


Second quarter 2024			vs.			second quarter 2023

Average deposits of $173.7 billion are broadly stable. Total period-end deposits of $176.4 billion decreased 1% driven by a decline in Treasury and Commercial deposits reflecting deposit optimization initiatives, and slightly lower retail deposits. These more than offset growth in Private Bank deposits of $4 billion.

Citizens Financial Group, Inc.


Borrowed Funds							2Q24 change from
($s in millions)	2Q24		1Q24		2Q23		1Q24				2Q23
Period-end borrowed funds							$		%		$		%
Short-term borrowed funds	$	2	$	9	$	1,099	$	(7)	(78) %		$	(1,097)	(100)	%
Long-term borrowed funds
FHLB advances	553		2,036		5,029		(1,483)		(73)		(4,476)		(89)
Senior debt	6,512		6,414		5,258		98		2		1,254		24
Subordinated debt and other debt	1,827		1,825		1,813		2		—		14		1
Auto collateralized borrowings	4,190		3,529		2,000		661		19		2,190		110
Total borrowed funds	$	13,084	$	13,813	$	15,199	$	(729)	(5)	%	$	(2,115)	(14)	%
Average borrowed funds
Short-term borrowed funds	$	325	$	498	$	1,446	$	(173)	(35) %		$	(1,121)	(78)	%
Long-term borrowed funds
FHLB advances	2,375		2,272		9,674		103		5		(7,299)		(75)
Senior debt	6,684		6,113		5,264		571		9		1,420		27
Subordinated debt and other debt	1,826		1,821		1,813		5		—		13		1
Auto collateralized borrowings	4,207		3,458		44		749		22		4,163		NM
Total average borrowed funds	$	15,417	$	14,162	$	18,241	$	1,255	9	%	$	(2,824)	(15)	%


Second quarter 2024			vs.			first quarter 2024

Period-end borrowed funds decreased by $729 million. Senior debt increased by $98 million and collateralized borrowings on auto loans increased by $661 million, reflecting attractive new issuance. Proceeds were used to further lower FHLB advances, which declined by $1.5 billion.

Average borrowed funds increased $1.3 billion. Senior debt increased by $571 million and collateralized borrowings on auto loans increased by $749 million, reflecting new issuance.


Second quarter 2024			vs.			second quarter 2023

Period-end borrowed funds decreased by $2.1 billion, primarily due to a decrease in FHLB advances of $4.5 billion and a $1.1 billion decrease in short-term borrowed funds, partly offset by the $2.2 billion increase in auto collateralized borrowings and $1.3 billion increase in senior debt issuances.

Average borrowed funds decreased by $2.8 billion, reflecting a $7.3 billion decrease in FHLB advances driven by the run off of the Non-Core portfolio and re-mixing of funding to auto collateralized borrowings, up $4.2 billion, and senior debt issuances, up $1.4 billion.

Citizens Financial Group, Inc.


Capital										2Q24 change from
($s and shares in millions, except per share data)	2Q24			1Q24			2Q23			1Q24				2Q23
Period-end capital										$		%		$		%
Stockholders' equity	$	23,869		$	23,761		$	23,585		$	108	—	%	$	284	1	%
Stockholders' common equity	21,757			21,747			21,571			10		—		186		1
Tangible common equity	13,866			13,844			13,630			22		—		236		2
Tangible book value per common share	$	30.61		$	30.19		$	28.72		$	0.42	1	%	$	1.89	7	%
Common shares - at end of period	453.0			458.5			474.7			(5.5)		(1)		(21.7)		(5)
Common shares - average (diluted)	456.6			463.8			481.0			(7.2)		(2)	%	(24.4)		(5)	%
Common equity tier 1 capital ratio(1)	10.7		%	10.6		%	10.3		%
Total capital ratio(1)	14.0			13.8			13.3
Tangible common equity ratio	6.5			6.5			6.3
Tier 1 leverage ratio(1)	9.4			9.3			9.4
(1) Current reporting-period regulatory capital ratios are preliminary.


Second quarter 2024

•The CET1 capital ratio of 10.7% as of June 30, 2024 compares with 10.6% at March 31, 2024 and 10.3% at June 30, 2023.

•Total capital ratio of 14.0% compares with 13.8% at March 31, 2024 and 13.3% as of June 30, 2023.

•Tangible common equity ratio of 6.5% compares with 6.5% at March 31, 2024 and 6.3% as of June 30, 2023.

•Tangible book value per common share of $30.61 increased 1% compared with first quarter 2024 reflecting higher net income and AOCI benefit from amortized unrealized losses more than offsetting the impact of higher rates.

•Paid $193 million in common dividends to shareholders during second quarter 2024. This compares with $197 million in common dividends during first quarter 2024 and $205 million during second quarter 2023.

•Repurchased $200 million of common shares during second quarter 2024, compared with $300 million in first quarter 2024 and $256 million in second quarter 2023.

Citizens Financial Group, Inc.


Credit quality review										2Q24 change from
($s in millions)	2Q24			1Q24			2Q23			1Q24					2Q23
										$/bps			%		$/bps			%
Nonaccrual loans and leases(1)	$	1,527		$	1,469		$	1,191		$	58		4	%	$	336		28	%
90+ days past due and accruing(2)	228			300			282			(72)			(24)		(54)			(19)
Net charge-offs	184			181			152			3			2		32			21
Provision for credit losses	182			171			176			11			6		6			3

Allowance for credit losses	$	2,306		$	2,308		$	2,299		$	(2)		—	%	$	7		—	%
Nonaccrual loans and leases to loans and leases	1.08		%	1.02		%	0.79		%	6		bps			29
Net charge-offs as a % of total loans and leases	0.52			0.50			0.40			2					12

Allowance for credit losses to loans and leases	1.63			1.61			1.52			2					11

Allowance for credit losses to nonaccrual loans and leases	151		%	157		%	193		%	(6)		bps			(42)		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 $168 million, $202 million, and $256 million of loans fully or partially guaranteed by the FHA, VA, and USDA for June 30, 2024, March 31, 2024, and June 30, 2023, respectively.


Second quarter 2024			vs.			first quarter 2024

•The nonaccrual loans to total loans ratio of 1.08% compares with 1.02% at March 31, 2024. Nonaccrual loans of $1.5 billion increased $58 million, or 4%, primarily reflecting a $48 million increase in Commercial, driven by an increase in the General Office and Multifamily segments of commercial real estate.

•Net charge-offs of $184 million, or 52 basis points of average loans and leases, increased 2 basis points compared with the prior quarter given broadly stable charge-offs and lower average loans. Charge-offs increased $3 million with an $11 million increase in commercial, primarily driven by the General Office segment of commercial real estate, and an $8 million decrease in retail.

•The second quarter 2024 provision for credit losses of $182 million compares with $171 million for first quarter 2024. The ratio of allowance for credit losses to total loans of 1.63% increased from 1.61% as of March 31, 2024, primarily reflecting lower loan balances given Non-Core run off and commercial paydowns and balance sheet optimization.

•The allowance for credit losses to nonaccrual loans and leases ratio of 151% compares with 157% as of March 31, 2024.


Second quarter 2024			vs.			second quarter 2023

•The nonaccrual loans to total loans ratio of 1.08% increased from 0.79% at June 30, 2023.

•Nonaccrual loans increased $336 million, or 28%, primarily reflecting an increase in the General Office segment of commercial real estate.

•Net charge-offs of $184 million, or 52 basis points of average loans and leases, increased $32 million, primarily reflecting a $20 million increase in commercial driven by the General Office segment of commercial real estate.

•Provision for credit losses of $182 million compares with a $176 million provision in second quarter 2023.

•Allowance for credit losses of $2.3 billion increased $7 million compared with June 30, 2023. Allowance for credit losses ratio of 1.63% as of June 30, 2024, compares with 1.52% as of June 30, 2023.

•The allowance for credit losses to nonaccrual loans and leases ratio of 151% compares with 193% as of June 30, 2023.

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) 692-8955, conference ID 6961859

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

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on July 17, 2024 through August 17, 2024. Please dial (866) 207-1041 and enter access code 5396445. 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 $219.9 billion in assets as of June 30, 2024. 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 3,300 ATMs and more than 1,000 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 X (formerly 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. 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 may be 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
					2Q24 Change
		2Q24	1Q24	2Q23	1Q24			2Q23
					$	%		$	%
Noninterest income, Underlying:
Noninterest income (GAAP)		$553	$517	$506	$36	7	%	$47	9	%
Less: Notable items		4	3	—	1	33		4	100
Noninterest income, Underlying (non-GAAP)		$549	$514	$506	$35	7	%	$43	8	%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,963	$1,959	$2,094	$4	—	%	($131)	(6	%)
Less: Notable items		4	3	—	1	33		4	100
Total revenue, Underlying (non-GAAP)	B	$1,959	$1,956	$2,094	$3	—	%	($135)	(6	%)
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$1,301	$1,358	$1,306	($57)	(4	%)	($5)	—	%
Less: Notable items		36	85	73	(49)	(58)		(37)	(51)
Noninterest expense, Underlying (non-GAAP)	D	$1,265	$1,273	$1,233	($8)	(1	%)	$32	3	%
Pre-provision profit:
Total revenue (GAAP)	A	$1,963	$1,959	$2,094	$4	—	%	($131)	(6	%)
Less: Noninterest expense (GAAP)	C	1,301	1,358	1,306	(57)	(4)		(5)	—
Pre-provision profit (non-GAAP)		$662	$601	$788	$61	10	%	($126)	(16	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,959	$1,956	$2,094	$3	—	%	($135)	(6	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	1,265	1,273	1,233	(8)	(1)		32	3
Pre-provision profit, Underlying (non-GAAP)		$694	$683	$861	$11	2	%	($167)	(19	%)








Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$480	$430	$612	$50	12	%	($132)	(22	%)
Less: Income (expense) before income tax expense (benefit) related to notable items		(32)	(82)	(73)	50	61		41	56
Income before income tax expense, Underlying (non-GAAP)	F	$512	$512	$685	$—	—	%	($173)	(25	%)
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$88	$96	$134	($8)	(8	%)	($46)	(34	%)
Less: Income tax expense (benefit) related to notable items		(16)	(21)	(20)	5	24		4	20
Income tax expense, Underlying (non-GAAP)	H	$104	$117	$154	($13)	(11	%)	($50)	(32	%)
Net income, Underlying:
Net income (GAAP)	I	$392	$334	$478	$58	17	%	($86)	(18	%)
Add: Notable items, net of income tax benefit		16	61	53	(45)	(74)		(37)	(70)
Net income, Underlying (non-GAAP)	J	$408	$395	$531	$13	3	%	($123)	(23	%)
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$357	$304	$444	$53	17	%	($87)	(20	%)
Add: Notable items, net of income tax benefit		16	61	53	(45)	(74)		(37)	(70)
Net income available to common stockholders, Underlying (non-GAAP)	L	$373	$365	$497	$8	2	%	($124)	(25	%)

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


		QUARTERLY TRENDS
								2Q24 Change
		2Q24		1Q24		2Q23		1Q24				2Q23
								$/bps		%		$/bps		%
Operating leverage:
Total revenue (GAAP)	A	$1,963		$1,959		$2,094		$4		—	%	($131)		(6	%)
Less: Noninterest expense (GAAP)	C	1,301		1,358		1,306		(57)		(4)		(5)		—
Operating leverage										4	%			(6	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,959		$1,956		$2,094		$3		—	%	($135)		(6	%)
Less: Noninterest expense, Underlying (non-GAAP)	D	1,265		1,273		1,233		(8)		(1)		32		3
Operating leverage, Underlying (non-GAAP)										1	%			(9	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	66.27	%	69.33	%	62.34	%	(306)	bps			393	bps
Efficiency ratio, Underlying (non-GAAP)	D/B	64.59		65.05		58.86		(46)	bps			573	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	G/E	18.49	%	22.28	%	22.09	%	(379)	bps			(360)	bps
Effective income tax rate, Underlying (non-GAAP)	H/F	20.33		22.84		22.51		(251)	bps			(218)	bps




Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	M	$21,427		$21,700		$22,289		($273)		(1	%)	($862)		(4	%)
Less: Average goodwill (GAAP)		8,188		8,188		8,182		—		—		6		—
Less: Average other intangibles (GAAP)		144		153		181		(9)		(6)		(37)		(20)
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		432		433		422		(1)		—		10		2
Average tangible common equity	N	$13,527		$13,792		$14,348		($265)		(2	%)	($821)		(6	%)
Return on average tangible common equity	K/N	10.61	%	8.86	%	12.42	%	175	bps			(181)	bps
Return on average tangible common equity, Underlying (non-GAAP)	L/N	11.09		10.65		13.93		44	bps			(284)	bps




Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	O	$219,222		$220,770		$222,373		($1,548)		(1	%)	($3,151)		(1	%)
Less: Average goodwill (GAAP)		8,188		8,188		8,182		—		—		6		—
Less: Average other intangibles (GAAP)		144		153		181		(9)		(6)		(37)		(20)
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		432		433		422		(1)		—		10		2
Average tangible assets	P	$211,322		$212,862		$214,432		($1,540)		(1	%)	($3,110)		(1	%)
Return on average total tangible assets	I/P	0.75	%	0.63	%	0.89	%	12	bps			(14)	bps
Return on average total tangible assets, Underlying (non-GAAP)	J/P	0.78		0.75		0.99		3	bps			(21)	bps

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


		QUARTERLY TRENDS
					2Q24 Change
		2Q24	1Q24	2Q23	1Q24			2Q23
					$/bps	%		$/bps	%
Tangible book value per common share:
Common shares - at period-end (GAAP)	Q	452,961,853	458,485,032	474,682,759	(5,523,179)	(1	%)	(21,720,906)	(5	%)
Common stockholders' equity (GAAP)		$21,757	$21,747	$21,571	$10	—		$186	1
Less: Goodwill (GAAP)		8,187	8,188	8,188	(1)	—		(1)	—
Less: Other intangible assets (GAAP)		139	148	175	(9)	(6)		(36)	(21)
Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP)		435	433	422	2	—		13	3
Tangible common equity	R	$13,866	$13,844	$13,630	$22	—	%	$236	2	%
Tangible book value per common share	R/Q	$30.61	$30.19	$28.72	$0.42	1	%	$1.89	7	%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	S	454,142,489	461,358,681	479,470,543	(7,216,192)	(2	%)	(25,328,054)	(5	%)
Average common shares outstanding - diluted (GAAP)	T	456,561,022	463,797,964	480,975,281	(7,236,942)	(2)		(24,414,259)	(5)
Net income per average common share - basic (GAAP)	K/S	$0.79	$0.66	$0.93	$0.13	20		($0.14)	(15)
Net income per average common share - diluted (GAAP)	K/T	0.78	0.65	0.92	0.13	20		(0.14)	(15)
Net income per average common share - basic, Underlying (non-GAAP)	L/S	0.82	0.79	1.04	0.03	4		(0.22)	(21)
Net income per average common share - diluted, Underlying (non-GAAP)	L/T	0.82	0.79	1.04	0.03	4		(0.22)	(21)

Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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


	QUARTERLY TRENDS
				2Q24 Change
	2Q24	1Q24	2Q23	1Q24			2Q23
				$/bps	%		$/bps	%




Card fees, Underlying:
Card fees (GAAP)	$92	$86	$80	$6	7		$12	15%
Less: Notable items	4	3	—	1	33		4	100
Card fees, Underlying (non-GAAP)	$88	$83	$80	$5	6		$8	10	%




Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$645	$691	$615	($46)	(7	%)	$30	5	%
Less: Notable items	8	17	14	(9)	(53)		(6)	(43)
Salaries and employee benefits, Underlying (non-GAAP)	$637	$674	$601	($37)	(5	%)	$36	6	%
Equipment and software, Underlying:
Equipment and software (GAAP)	$190	$192	$181	($2)	(1	%)	$9	5	%
Less: Notable items	4	8	4	(4)	(50)		—	—
Equipment and software, Underlying (non-GAAP)	$186	$184	$177	$2	1	%	$9	5	%
Outside services, Underlying:
Outside services (GAAP)	$165	$158	$177	$7	4	%	($12)	(7	%)
Less: Notable items	10	12	21	(2)	(17)		(11)	(52)
Outside services, Underlying (non-GAAP)	$155	$146	$156	$9	6	%	($1)	(1	%)
Occupancy, Underlying:
Occupancy (GAAP)	$113	$114	$136	($1)	(1	%)	($23)	(17	%)
Less: Notable items	6	7	30	(1)	(14)		(24)	(80)
Occupancy, Underlying (non-GAAP)	$107	$107	$106	$—	—	%	$1	1	%
Other operating expense, Underlying:
Other operating expense (GAAP)	$188	$203	$197	($15)	(7	%)	($9)	(5	%)
Less: Notable items	8	41	4	(33)	(80)		4	100
Other operating expense, Underlying (non-GAAP)	$180	$162	$193	$18	11	%	($13)	(7	%)

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,” “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 general state of the economy and employment, as well as general business and economic conditions, and changes in the competitive environment;

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

•The effect of changes in our credit ratings on our cost of funding, access to capital markets, ability to market our securities, and overall liquidity position;

•The effect of changes in the level of commercial and consumer deposits on our funding costs and net interest margin;

•Our ability to execute on our strategic business initiatives and achieve our financial performance goals across our Consumer, Commercial and Private Bank businesses;

•The effects of geopolitical instability, including the wars in Ukraine and the Middle East, 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 comply with heightened supervisory requirements and expectations as well as new or amended regulations;

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

•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;

•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 transition 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 compliance with laws, as well as operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and

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

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory 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, 2023 as filed with the Securities and Exchange Commission.

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

Citizens Financial Group, Inc.

CFG-IR

EX-99.2 3 cfg2q24earningspresentat.htm EX-99.2 cfg2q24earningspresentat

2Q24 Financial Results July 17, 2024

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,” “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 general state of the economy and employment, as well as general business and economic conditions, and changes in the competitive environment; • Our capital and liquidity requirements under regulatory standards and our ability to generate capital and liquidity on favorable terms; • The effect of changes in our credit ratings on our cost of funding, access to capital markets, ability to market our securities, and overall liquidity position; • The effect of changes in the level of commercial and consumer deposits on our funding costs and net interest margin; • Our ability to execute on our strategic business initiatives and achieve our financial performance goals across our Consumer, Commercial and Private Bank businesses; • The effects of geopolitical instability, including the wars in Ukraine and the Middle East, 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 comply with heightened supervisory requirements and expectations as well as new or amended regulations; • Liabilities and business restrictions resulting from litigation and regulatory investigations; • 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; • 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 transition 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 compliance with laws, as well as operational or security systems or infrastructure, or those of our third-party vendors or other service providers, including as a result of cyber-attacks; and • Management’s ability to identify and manage these and other risks. In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory 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, 2023 as filed with the Securities and Exchange Commission. 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. 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 may be 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 2Q24 GAAP summary 2Q24 1Q24 2Q23 Q/Q Y/Y $s in millions $/bps % $/bps % Net interest income $ 1,410 $ 1,442 $ 1,588 $ (32) (2) % $ (178) (11) % Noninterest income 553 517 506 36 7 47 9 Total revenue 1,963 1,959 2,094 4 — (131) (6) Noninterest Expense 1,301 1,358 1,306 (57) (4) (5) — Pre-provision profit 662 601 788 61 10 (126) (16) Provision for credit losses 182 171 176 11 6 6 3 Income before income tax expense 480 430 612 50 12 (132) (22) Income tax expense 88 96 134 (8) (8) (46) (34) Net income $ 392 $ 334 $ 478 $ 58 17 % $ (86) (18) % Preferred dividends 35 30 34 5 17 1 3 Net income available to common stockholders $ 357 $ 304 $ 444 $ 53 17 % $ (87) (20) % $s in billions Average interest-earning assets $ 198.5 $ 200.1 $ 201.5 $ (1.6) (1) % $ (3.0) (2) % Average deposits $ 173.7 $ 176.1 $ 173.2 $ (2.4) (1) % $ 0.4 — % Performance metrics Net interest margin(1) 2.86 % 2.90 % 3.16 % (4) bps (30) bps Net interest margin, FTE(1) 2.87 2.91 3.17 (4) (30) Loan-to-deposit ratio (period-end) 80.4 81.2 85.2 (73) (474) ROTCE 10.6 8.9 12.4 175 (181) Efficiency ratio 66.3 69.3 62.3 (306) 393 Noninterest income as a % of total revenue 28 % 26 % 24 % 175 bps 402 bps Full-time equivalent colleagues 17,510 17,354 18,468 156 1 (958) (5) Operating leverage 4.4 % (5.9) % Per common share Diluted earnings $ 0.78 $ 0.65 $ 0.92 $ 0.13 20 % $ (0.14) (15) % Tangible book value $ 30.61 $ 30.19 $ 28.72 $ 0.42 1 % $ 1.89 7 % Average diluted shares outstanding (in millions) 456.6 463.8 481.0 (7.2) (2) % (24.4) (5) % See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32.

4 2Q24 Underlying financial summary(1) Q/Q Y/Y $s in millions 2Q24 $/bps % $/bps % Net interest income $ 1,410 $ (32) (2) % $ (178) (11) % Noninterest income 549 35 7 43 8 Total revenue 1,959 3 — (135) (6) Noninterest expense 1,265 (8) (1) 32 3 Pre-provision profit 694 11 2 (167) (19) Provision for credit losses 182 11 6 6 3 Net income available to common stockholders $ 373 $ 8 2 % $ (124) (25) % Performance metrics Diluted EPS $ 0.82 $ 0.03 4 % $ (0.22) (21) % Efficiency ratio 64.6 (46) bps 573 bps Noninterest income as a % of total revenue 28 % 168 bps 386 bps ROTCE 11.1 % 44 bps (284) bps Tangible book value per share $ 30.61 $ 0.42 1 % $ 1.89 7 % 2Q24 Notable items impacts Pre-tax EPS ($s in millions except per share data) Integration-related $ (3) $ (0.01) TOP and Other items (24) (0.04) FDIC special assessment (5) (0.01) Tax item — 0.02 Total $ (32) $ (0.04) See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32.

5 ■ CFG performance reflects solid Legacy Core results, investment in Private Bank and impact from Non-Core ■ Private Bank expected to reach breakeven in 4Q24 ■ Non-Core portfolio run off of $1.1 billion in 2Q24 ($2.2 billion YTD) 2Q24 Underlying financial performance detail(1) (A) (B) (C) = (A) + (B) (D) (E) = (C) + (D) $s in millions Legacy Core(2) Private Bank Core Non-Core(3) Total CFG Net interest income $1,415 $26.2 $1,441 $(31) $1,410 Noninterest income 545 4.1 549 — 549 Total revenue 1,960 30.3 1,990 (31) 1,959 Noninterest Expense 1,193 46.1 1,239 26 1,265 Pre-provision profit 767 (15.8) 751 (57) 694 Provision for credit losses 172 — 172 10 182 Income before income tax expense 595 (15.8) 579 (67) 512 Income tax expense 125 (4.1) 121 (17) 104 Net income 470 (11.7) 458 (50) 408 Preferred dividends 35 — 35 — 35 Net income available to common stockholders $435 $(11.7) $423 $(50) $373 Contribution to total CFG Diluted EPS $0.95 $(0.03) $0.92 $(0.10) $0.82 $s in billions Interest-earning assets (spot) $185 $1.4 $187 $8.9 $195 Loans (spot) 132 1.4 133 8.9 142 Deposits (spot) 172 4.0 176 — 176 Risk-weighted assets (spot) 158 1.6 159 8.9 168 Performance metrics: Net interest margin, FTE(4) 3.04% NM 3.08% (1.36)% 2.87% Loan-to-deposit ratio (spot) 76.4 34.5 75.3 NM 80.4 CET1 capital ratio(5) 11.5 NM 11.4 NM 10.7 ROTCE 12.9 NM 12.6 NM 11.1 Efficiency ratio 60.9 NM 62.3 NM 64.6 Noninterest income as a % of total revenue 27.8 13.5 27.6 NM 28.0 See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32.

6 ■ CET1 ratio of 10.7%(2); 9.0% adjusted for AOCI opt-out removal ■ Strong liquidity profile; Spot LDR improved to 80.4%; pro forma LCR of 119% exceeds Category 1 Bank requirement of 100%; – Period-end deposits stable QoQ; Private Bank deposits up $1.6 billion to $4.0 billion – Issued $750 million senior debt and $1.1 billion auto collateralized borrowings; FHLB advances reduced further to $553 million, down 89% YoY on a spot basis – Issued $400 million preferred stock and redeemed $300 million on July 8, 2024 ■ Underlying EPS of $0.82; ROTCE of 11.1% ■ PPNR up $11 million, or 2%, driven by – Strong fee performance, up 7% QoQ – Capital Markets fees up 14% QoQ – Record Card and Wealth fees – NII down 2% QoQ primarily driven by a 4 bp decline in NIM related to swaps impact – Expenses down 1% QoQ notwithstanding continued investment in the Private Bank 2Q24 Overview(1) Pre-tax EPS Integration related $ (3) $ (0.01) TOP and Other items (24) (0.04) FDIC special assessment (5) (0.01) Total: $ (32) $ (0.04) Underlying PPNR drivers 2Q24 QoQ NII $ 1,410 (2) % Fees 549 7 % Expenses 1,265 (1) % Notable items* ($s in millions except per share data) See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Solid 2Q24 results Credit trends in line with expectations Well positioned for the medium term Maintaining strong capital and liquidity position ■ Net charge-offs of 52 bps, up 2 bps QoQ reflects broadly stable charge-offs and lower average loans ■ ACL coverage increased 2 bps QoQ to 1.63%, primarily reflecting lower loan balances, down ~1% given Non-Core run off, Commercial paydowns and balance sheet optimization; General Office reserve of 11.1% at June 30, 2024 ■ Strategic initiatives progressing well: Private Bank, NYC Metro, serving private capital, TOP 9, Balance Sheet Optimization ■ Significant NII tailwind from Non-Core and swaps over the medium term given run off and lower rates; target NIM range of 3.25 to 3.40% $s in millions

7 2.91% 0.04% 0.02% (0.01)% (0.03)% (0.06)% 2.87% 1Q24 Asset Yields/ Mix Non-Core Impact Day count/ Other Funding Pricing/Mix Receive-fixed Swaps 2Q24 $201.5B $199.6B $203.1B $200.1B $198.5B $1,588 $1,522 $1,488 $1,442 $1,410 3.17% 3.03% 2.91% 2.91% 2.87% 2Q23 3Q23 4Q23 1Q24 2Q24 ■ NII down 2%, primarily reflects: – NIM of 2.87%, down 4 bps QoQ, driven by higher swap and borrowing costs, partially offset by improved asset yields and the benefit of Non-Core run off ■ Interest-earning assets yield of 5.17%, down 3 bps, reflects the increase in swap expense, largely offset by the improvement in asset yields ■ Interest-bearing deposit costs decreased 3 bps to 2.82% – Cumulative beta of 51%, improved from 52% in the prior quarter Net interest income NII and NIM Average interest-earning assets Net interest income NIM, FTE Net interest income decline reflects higher funding costs Linked Quarter NIM 1Q24 to 2Q24 $s in millions, except earning assets

8 ■ Underlying noninterest income increased 7% with the following key business drivers: – Service charges and fees increased $10 million primarily from seasonality – Capital markets fees increased $16 million given higher bond underwriting and loan syndication fees, partly offset by lower M&A advisory fees – Card fees increased $5 million, primarily given the full-quarter benefit of favorable vendor contract negotiations as well as seasonality – Wealth fees increased $7 million, driven by increased sales activity as well as higher asset management fees – Mortgage banking fees increased $5 million given higher MSR valuation, net of hedging, and servicing fees, partly offset by lower production revenue – Other income decreased $7 million, largely due to higher operational losses $506 $492 $500 $517 $553 $514 $549 Underlying Notable items 2Q23 3Q23 4Q23 1Q24 2Q24 Noninterest income(1) $s in millions Fees up 7% QoQ reflecting higher Capital Markets and record Wealth and Card fees ■ Underlying noninterest income increased 8%, with the following key business drivers: – Service charges and fees increased $5 million, primarily given higher overdraft and cash management fees – Capital markets fees increased $52 million, driven by bond and equity underwriting, loan syndication and M&A advisory fees – Card fees increased $8 million, primarily reflects favorable vendor contract negotiations – Wealth fees increased $10 million, reflecting increased sales activity and higher asset management fees – Mortgage banking fees decreased $5 million, given lower production fees, partly offset by higher MSR valuation, net of hedging – FX and derivative products revenue decreased $5 million, primarily given lower client activity in interest rate hedging See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Linked Quarter Year-Over-YearNoninterest income $s in millions 2Q24 1Q24 2Q23 $ Q/Q Y/Y Service charges and fees $ 106 $ 96 $ 101 $ 10 $ 5 Capital markets fees 134 118 82 16 52 Card fees 88 83 80 5 8 Wealth fees(2) 75 68 65 7 10 Mortgage banking fees 54 49 59 5 (5) FX and derivative products 39 36 44 3 (5) Letter of credit and loan fees 43 42 43 1 — Securities gains, net — 5 9 (5) (9) Other income(3) 10 17 23 (7) (13) Noninterest income, Underlying $ 549 $ 514 $ 506 $ 35 $ 43 Notable items (4) 4 3 — 1 4 Noninterest income, reported $ 553 $ 517 $ 506 $ 36 $ 47

9 ■ Underlying noninterest expense of $1.27 billion, down 1% – Salaries and benefits decreased $37 million, primarily reflecting lower payroll taxes and compensation-related costs given seasonality – Outside services increased $9 million primarily driven by technology investments – Other operating expense increased $18 million, primarily driven by increased marketing-related expenses Noninterest expense(1) See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Efficiency ratio Underlying expense down 1% QoQ reflecting expense discipline while strategically investing Linked Quarter Year-Over-Year 62.3% 64.2% 81.1% 69.3% 66.3% 58.9% 63.1% 63.8% 65.1% 64.6% Underlying Notable items 2Q23 3Q23 4Q23 1Q24 2Q24 2Q24 1Q24 2Q23 $ $s in millions Q/Q Y/Y Salaries & employee benefits $ 637 $ 674 $ 601 $ (37) $ 36 Equipment & software 186 184 177 2 9 Outside services 155 146 156 9 (1) Occupancy 107 107 106 — 1 Other operating expense 180 162 193 18 (13) Noninterest expense, underlying $ 1,265 $ 1,273 $ 1,233 $ (8) $ 32 Notable items (1) 36 85 73 (49) (37) Noninterest expense, reported $ 1,301 $ 1,358 $ 1,306 $ (57) $ (5) Full-time equivalents (FTEs) 17,510 17,354 18,468 156 (958) ■ Underlying noninterest expense of $1.27 billion increased 3%; down 1% excluding $46 million in expenses related to the Private Bank start-up investment – Salaries and employee benefits increased $36 million, primarily reflecting the Private Bank start-up investment – Equipment and software expense increased $9 million given technology investments and maintenance – Other operating expense decreased $13 million, primarily driven by lower advertising and travel-related expenses

10 ■ Average loans down $10.7 billion, or 7% – Non-Core portfolio run off of $5.0 billion – Core loans down 4% reflecting commercial down $7.3 billion, or 9%, driven by paydowns and BSO actions as well as lower client demand; retail up $1.6 billion, or 3%, driven by home equity and mortgage ■ Period-end loans down $9.5 billion, or 6% – Non-Core portfolio run off of $4.8 billion – Core loans down 3% with commercial down $6.3 billion, or 8%, driven by paydowns and BSO actions as well as lower client demand; retail up 3% driven by home equity and mortgage $153.7 $150.8 $148.0 $144.8 $143.1 $139.3 $137.8 $136.3 $134.3 $133.7 $14.4 $13.0 $11.7 $10.5 $9.4 Core Non-Core Loan yield 2Q23 3Q23 4Q23 1Q24 2Q24 ~11% QoQ ■ Average loans down $1.8 billion and period-end loans down $1.3 billion, or 1%, reflects: – Non-Core portfolio run off of $1.1 billion – Core loans broadly stable with average and period-end commercial loans down $0.9 billion, or 1%, reflecting paydowns and BSO actions as well as lower client demand; retail up slightly driven by home equity and mortgage ■ Loan yield of 5.60%, down 4 bps QoQ; up 5 bps excluding swaps Loans and leases $s in billions Loans down 1% reflecting paydowns and continued balance sheet optimization (BSO) Average loans and leases $151.3 $149.7 $146.0 $143.2 $141.8 $137.6 $137.4 $134.9 $133.3 $132.9 $13.7 $12.3 $11.1 $9.9 $8.9 Core Non-Core 2Q23 3Q23 4Q23 1Q24 2Q24 $s in billions Period-end loans and leases 5.52% 5.66% 5.71% 5.64% 5.60% Linked Quarter Year-Over-Year ~11% QoQ stable QoQ stable QoQ

11 $173.2 $176.5 $177.1 $176.1 $173.7 2Q23 3Q23 4Q23 1Q24 2Q24 Deposit performance and cost of funds Broadly stable period-end deposits reflecting strong growth in the Private Bank $s in billions 2Q24 Average deposits 1.68% 2.02% 2.18% 2.25% 2.24% 2.21% 2.60% 2.79% 2.85% 2.82% Total deposit costs Interest-bearing deposit costs Commercial Consumer Other Year-Over-Year 2Q24 Period-end deposits Linked Quarter ■ Period-end deposits broadly stable – Private Bank deposits increased $1.6 billion offset by seasonally lower retail deposits ■ Average deposits down $2.4 billion, or 1% – Commercial down $1.7 billion reflecting seasonal outflows, lower Treasury deposits and a seasonal decline in retail deposits. These more than offset the $1.2 billion growth in Private Bank deposits ■ Citizens Access spot deposits broadly stable at $11.0 billion ■ Total deposit costs declined 1 bp and Interest-bearing deposit costs declined 3 bps – Cumulative beta of 51%, improved from 52% prior quarter ■ Total cost of funds up 2 bps at 2.48% ■ Average deposits broadly stable; Period-end deposits down $1.3 billion, or 1% – Decline in Treasury and Commercial deposits reflecting deposit optimization initiatives, and slightly lower retail deposits. These more than offset growth in Private Bank deposits of $4 billion ■ Total deposit costs up 56 bps and interest-bearing deposit costs up 61 bps ■ Total cost of funds up 51 bps $s in billions $177.7 $178.2 $177.3 $176.4 $176.4 Commercial Consumer Other 2Q23 3Q23 4Q23 1Q24 2Q24

12 NIB 21% Money Market 30%Checking With Interest 20% Citizens Access Savings 5% Savings 10% Term 14% Branch Deposits 50% Citizens Access 6% Wealth 1% Business Banking 12% Commercial 26% Treasury/ Other 5% (As of 6/30/24) Highly diversified and retail-oriented deposit base $176.4B Period-end deposits Peer Avg(1) Business mix Product mix See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Total deposits insured/secured(2) Stable Consumer Banking deposits Peer Avg(1) 46% 42% 42% 23% 21% 21% 23% 21% 21% NIB Low-cost deposits 2Q23 1Q24 2Q24 % NIB and low- cost deposits (3) 55% 68% 69% 1Q24 1Q24 2Q24 65% 70% 70% 1Q24 1Q24 2Q24 Proforma LCR under Category I Bank rules 117% 120% 119% 4Q23 1Q24 2Q24 100%* *Minimum LCR requirement under Category I Bank rules

13 $2,299 $2,318 $2,318 $2,308 $2,306 1.52% 1.55% 1.59% 1.61% 1.63% Allowance for credit losses Allowance to loan coverage ratio 2Q23 3Q23 4Q23 1Q24 2Q24 $1,191 $1,296 $1,364 $1,469 $1,527 0.79% 0.87% 0.93% 1.02% 1.08% Nonaccrual loans Nonaccrual loans to total loans 2Q23 3Q23 4Q23 1Q24 2Q24 ■ NCOs of $184 million, or 52 bps of average loans and leases ■ Nonaccrual loans increased 4% QoQ to 108 bps of total loans primarily reflecting an increase in the General Office and Multifamily segments of commercial real estate ■ Provision for credit losses of $182 million; ACL coverage ratio of 1.63%, up 2 bps QoQ primarily reflecting lower loan balances given Non-Core run off, commercial paydowns and balance sheet optimization ■ ACL to nonaccrual loans and leases ratio of 151% compares with 157% as of 1Q24 and 193% as of 2Q23 $176 $172 $171 $171 $182 $152 $153 $171 $181 $184 0.40% 0.40% 0.46% 0.50% 0.52% Provision for credit losses Net charge-offs Net c/o ratio 2Q23 3Q23 4Q23 1Q24 2Q24 Credit quality overview $s in millions $s in millions See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Nonaccrual loans $s in millions Allowance for credit losses HighlightsCredit provision expense; net charge-offs (1)

14 1Q24 2Q24 ACL % Coverage ACL % Coverage Retail $ 883 1.25 % $ 877 1.25 % Commercial 1,425 1.96 1,429 1.99 C&I(1) 691 1.57 690 1.58 CRE 734 2.54 739 2.61 Total $ 2,308 1.61 % $ 2,306 1.63 % Allowance for credit losses ■ The increase in the ACL reserve coverage to 1.63% primarily reflects the decrease in loan balances and includes slightly higher reserve coverage for commercial, primarily CRE General Office ■ The key macroeconomic assumptions underlying the reserve broadly reflects a shallow recession over the two-year reasonable and supportable period, except for certain portfolios where we used more severe assumptions, such as General Office ■ Qualitative factors and sensitivities are also incorporated in the allowance framework to account for other considerations not fully captured in reserve models $s in millions CommentaryAllowance for credit losses Current assumptions Property valuations, peak-to-trough % decline ~72% Avg. loss severity (%) ~39% Default rate (%) ~29% General Office ACL coverage 11.1% Allowance for credit losses $369 million CRE General Office key reserve assumptions ■ CRE General Office portfolio of $3.3 billion, down ~$100 million, or 3%, QoQ driven by charge-offs and paydowns ■ Strong ACL coverage of General Office informed by a severe recession scenario combined with a loan-by- loan analysis – Increased ACL coverage for CRE General Office to 11.1% from 10.6% in 1Q24 – Absorbed ~$319 million NCOs over quarters 2Q23-2Q24; equates to a cumulative loss rate of ~8% on the March 31, 2023 balance ■ Capital impacts of higher stress scenarios very modest CRE General Office commentary See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. 1Q24 2Q24 Balance ($B) $ 3.4 $ 3.3 ACL ($MM; % coverage) $ 364 10.6 % $ 369 11.1 % Cumulative NCOs* ($MM) $ 236 $ 319 General Office *Cumulative losses since 3/31/23; loan balance of $4.1B at 3/31/23

15 ■ 2Q24 CET1 ratio of 10.7%(1) up from 10.6% in 1Q24 – 9.0% CET1 ratio adjusted for AOCI opt-out removal – Preliminary Stress Capital Buffer of 4.5% effective October 1, 2024 implies minimum capital requirement of 9.0% ■ Capital ratios consistently remain top quartile of peer group (see slide 16) ■ TBV/share of $30.61, up 1.4% QoQ, reflects higher net income and net AOCI benefit – Tangible common equity ratio of 6.5%, up 3 bps QoQ ■ Total capital returned to shareholders, including common dividends, was $394 million in 2Q24 – Paid $193 million in common dividends to shareholders in 2Q24 – Repurchased $200 million of common stock at a weighted-average price of $34.76 in 2Q24 ■ The Board of Directors increased the capacity of the Company’s common share repurchase program to $1.25 billion on June 28, 2024 Strong capital position $s in billions (period-end) 2Q23 3Q23 4Q23 1Q24 2Q24 Basel III basis(1)(2) Common equity tier 1 capital $ 18.4 $ 18.4 $ 18.4 $ 18.1 $ 18.1 Risk-weighted assets $ 179.0 $ 176.4 $ 172.6 $ 170.1 $ 168.4 Common equity tier 1 ratio 10.3 % 10.4 % 10.6 % 10.6 % 10.7 % Tier 1 capital ratio 11.4 % 11.5 % 11.8 % 11.8 % 12.0 % Total capital ratio 13.3 % 13.4 % 13.7 % 13.8 % 14.0 % Tangible common equity ratio 6.3 % 5.9 % 6.7 % 6.5 % 6.5 % See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. TBV/share CET1 $ % 1Q24 10.6% $30.19 Net Income 0.23 0.86 2.8% Common and preferred dividends (0.14) (0.51) (1.7) RWA decrease 0.11 Treasury stock (0.12) (0.06) (0.2) Goodwill and intangibles 0.01 0.03 0.1 AOCI — 0.07 0.2 Other 0.02 0.03 0.1 Total change 0.11 0.42 1.4% 2Q24 10.7% $30.61 CET1 ratio remains strong(3) Highlights

16 Capital level remains near the top of the peer group CET1 Ratio adjusted for AOCI opt-out removalCET1 Ratio(1) ■ Well positioned for changing regulatory environment ■ CET1 ratio under current rules of 10.7%(1), and 9.0% adjusted for AOCI opt-out removal; among the strongest within the peer group – Expect both ratios to converge to the 10.0-10.5% range over the medium term Peer data as of March 31, 2024. Peers include CMA, FITB, HBAN, KEY, MTB, PNC, RF, TFC and USB. See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. 11.5% 11.1% 10.7% 10.6% 10.5% 10.3% 10.3% 10.2% 10.1% 10.1% 10.0% Peer 1 Peer 2 CFG (2Q24) CFG (1Q24) Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9 10.9% 9.0% 8.9% 8.5% 8.4% 8.1% 7.8% 7.7% 7.7% 7.0% 6.9% Peer 1 CFG (2Q24) CFG (1Q24) Peer 2 Peer 3 Peer 4 Peer 5 Peer 6 Peer 7 Peer 8 Peer 9

17 Best positioned Building a premier private bankTransformed franchise Well positioned for the future Private BankConsumer 2018 2023 +7% CAGR Low-cost branch-based deposits $0.5 $3.6 1Q24 2Q24 Wealth AUM 64% 36% High-quality loans as of 6/30/24 $1.2 $2.4 $4.0 4Q23 1Q24 2Q24 ■ ~81% of deposits are Commercial ■ DDA/CWI is ~36% of deposit mix Deposits $9.4 $10.3 Jun-23 Jun-24 Retail deposit growth ($ billions) Retail HH growth: ~7% ~15% YoY growth in mobile active users YoY growth in digital payments Strong league table results Middle market bookrunner by deal count 12 months ended June 30, 2024 Sponsor #1 Overall #6 NYC Metro ■ Focused client coverage model on middle market, industry verticals, financial sponsors ■ Built out full product capabilities, including leveraged finance, M&A, Treasury Solutions ■ Leading commercial franchise among super-regionals, competitive with mega banks through mid-corporate size clients 2015 1H24* [TSR growth] [+16%] Digital +9% YoY +6% YoY $1.4 billion Yield of ~8% as of 6/30/24 as of 6/30/24 For the past 12 years, Citizens has been cultivating distinctive capabilities to serve the middle market economy including the private capital ecosystem ■ Significant investments in talent and capabilities; five advisory acquisitions since 2017, Private Bank synergies ■ Steady multi-year league table gains in middle market and overall market ■ Effectively utilizing our balance sheet to support both private equity and private debt firms active in the middle market Since IPO, have made significant multi-year investments in talent, capabilities and industry expertise to serve clients through their life cycle Vertical expertise and strong sponsor relationships, advisory, subscription finance, fund finance, LBOs, public market capital Wealth AUM Private capital opportunity Vertical expertise Strong sponsor relationships Advisory Subscription finance Fund finance LBOs Public market capital For the past 12 years, Citizens has been cultivating distinctive capabilities to serve the middle market economy including the private capital ecosystem ■ Significant investments in talent and capabilities; five advisory acquisitions since 2017, Private Bank synergies ■ Steady multi-year league table gains in middle market and overall market ■ Effectively utilizing our balance sheet to support both private equity and private debt firms active in the middle market Vertical expertise and strong sponsor relationships, advisory, subscription finance, fund finance, LBOs, public market capital Distinctive capabilities serving the private capital ecosystem Capital Markets Fees Treasury Solutions +21% Fees +9% 1H24 v 1H23 Revenue CAGR 2015-1H24(1) Retail Commercial Enterprise See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Revenue CAGR 2015 to 1H24(1) Continue investment in mobile/ digital, data and analytics, Next Gen technology, Payments capabilities and talent; self-fund through TOP program efficiencies Next Gen Tech TOP 9 BSO Gen AIPayments ~70% of applications in Cloud by YE24 Contact Center and Coding use cases progressing well $135MM pre-tax year-end run rate benefits on track $4.8B YoY reduction in Non-Core +11% 2024 Paytech Awards Top Innovation in Payments by a Bank Commercial FORTUNE America's Most Innovative Companies 2024 FORTUNE World's Most Admired Companies 2024 ■ ~64% of loans commercial; ~36% retail ($ billions) ($ billions)

18 3Q24 outlook vs. 2Q24 See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. 2Q24 Underlying(1) 3Q24 Underlying outlook Net interest income $1,410MM ■ Down ~1-2%* Noninterest income $549MM ■ Up slightly Noninterest expense $1,265MM ■ Stable Net charge-offs $184MM; 52 bps ■ Net charge-offs down modestly ■ ACL will continue to benefit from Non-Core run off CET1 ratio(2) 10.7% ■ ~10.5%; ~$250MM to $300MM of share repurchases in 3Q Tax rate 20.3% ■ ~20-21% FY2024 Commentary ■ PPNR tracking broadly in-line with the January guidance range – Revenues broadly in-line, with NII trending towards the upper end of the range reflecting lower loan balances, and fees a little higher; expenses broadly in-line – Expect NII/NIM to rebound in 4Q24, with a return to positive operating leverage in 4Q24 ■ Net charge-offs consistent with January expectations ■ Expect minimal impact from Notable items on reported results in the second half of 2024 ■ Assumes 25 bp Fed rate cut in September and December with YE2024 Fed Funds target of 5% *Incorporates impact of July 2024 forward starting swaps

19 Citizens is an attractive investment opportunity Citizens continues to have a series of unique initiatives that will lead to relative medium-term outperformance – Transformed Consumer Bank with further deposit growth and Wealth revenue potential; well positioned in NYC metro to gain market share; performance tracking well – Best-positioned Commercial Bank ready to serve private capital and high-growth sectors of the U.S. economy – Building premier Wealth/Private Bank franchise - gathering momentum through 2024; added leading Private Wealth teams in San Francisco and Boston accelerating AUM growth Citizens has robust capital, liquidity and funding position Citizens has performed well since the IPO given its sound strategy, capable and experienced leadership and a strong customer-focused culture – Track record of strong execution – Commitment to operating and financial discipline; TOP 9 progressing well, planning TOP 10 – Excellence in our capabilities, highly competitive with mega-banks and peers Citizens is well positioned to deliver ~16 to 18% ROTCE over the medium-term given strategic initiatives and 2025 to 2027 NII tailwinds – Committed to maintaining our strong capital and liquidity position, while further strengthening funding and performance with balance sheet optimization, including Non-Core strategy – Relative strength allows Citizens to take advantage of opportunities – Focused on deploying capital to best relationship/highest risk-adjusted return areas – Flexibility to support customers and invest while continuing to return capital to shareholders; repurchased $200 million of common shares in 2Q24 – Significant NII tailwind from Non-Core and swaps over the medium term; target NIM range 3.25 to 3.40% – Private Bank results go from net investment position towards 20%+ ROTCE – Current significant drag from Non-Core dissipates with time

Appendix

21 Net income available to common shareholders and EPS $s in millions, except per share data é2% $683 $694 1Q24 2Q24 Linked-quarter Underlying results(1) Return on average total tangible assets Return on average tangible common equity Average loans $s in billions Average deposits $s in billions ê1% $3.5 2 $3.5 6 é4% $144.8 $143.1 1Q24 2Q24 $176.1 $173.7 1Q24 2Q24 0.94% 0.94% 0.75% 0.78% 1Q24 2Q24 12.8% 12.9% 10.6% 11.1% 1Q24 2Q24 $365 $373 $0.79 $0.82 1Q24 2Q24 é2% Pre-provision profit $s in millions See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. é44 bps é3 bpsê1%

22 $861 $694 2Q23 2Q24 Year-over-year Underlying results Return on average total tangible assets ê19% Average loans $s in billions ê7% 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 ê21 bps $3.5 6 $153.7 $143.1 2Q23 2Q24 $173.2 $173.7 2Q23 2Q24 1.18% 0.94% 0.99% 0.78% 2Q23 2Q24 15.5% 12.9% 13.9% 11.1% 2Q23 2Q24 stable Pre-provision profit $s in millions ê284 bps $497 $373 $1.04 $0.82 2Q23 2Q24 See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. ê21% ê25%

23 $(50) $— $50 $100 $150 $200 $250 Significant NII contribution from Non-Core and swaps in 2025 and beyond given run off and lower rates Terminated swaps (fixed impact; not dependent on rates) Active swaps (received fixed only) - impact based on forward curve Expected incremental quarterly NII & NIM contribution from Non-Core and receive-fixed swaps portfolio relative to 2Q24 Non-Core portfolio Net impact $(75) $(50) $(25) $— $25 $50 $75 $100 $125 $150 $175 $200 $225 $250 *Non-Core includes benefit from denominator effects which accounts for ~65% of the NIM tailwind by 4Q27 4Q24 4Q25 4Q26 4Q272Q24 to 4Q27 NIM Tailwind Non-Core* ~18 bps Terminated swaps ~22 bps Active swaps ~24 bps Total ~64 bps - ~1 bps + ~29 bps Medium-term CFG NIM range Net Cumulative NIM Impact ~3.25-3.40% + ~64 bps Receive-fixed active swaps $ (117) Terminated swaps (115) Total swaps (232) Non-Core (31) Total NII $ (263) Net NIM impact ~(68) bps 2Q24 NII contribution $s in millions $s in millions + ~58 bps ~$(28) ~$100 ~$237 ~$263 ■ 2Q24 NIM of 2.87% expected to benefit ~64 bps by 4Q27 from Non-Core and swaps, partially offset by a ~15-25 bps impact of an asset sensitive core balance sheet, resulting in a medium-term NIM outlook of 3.25-3.40% ■ Assumes Fed Funds at ~5% by YE2024 and trending toward ~3.50% by YE2027 Medium-term NIM

24 ■ Maintaining significant protection to downside in rates well into 2026 Interest rate swaps $16.5 $25.8 $30.1 $22.3 $8.6 2023 2024 2025 2026 2027 $21.1 $19.9 $27.5 $28.5 1Q24 2Q24 3Q24 4Q24 W.A. receive-fixed rate at 6/30/24 3.7% 3.1% 3.1% 3.1% 4.2% 3.2% 3.2% 3.5% 3.8% NII impact from active swaps ($MM)* $(87) $(117) $(166) $(153) $(123) $(523) $(343) $(66) $19 NII impact from terminated swaps ($MM) $(115) $(115) $(115) $(114) $(441) $(459) $(426) $(229) $(40) Total NII impact ($MM) $(202) $(232) $(281) $(267) $(564) $(982) $(769) $(295) $(21) Protecting NII from adverse outcomes while reducing earnings volatility through economic cycles Receive-fixed cash flow swaps (avg. notional in $ billions at 6/30/24) ■ Increase in the 2024 swap position is incorporated in the FY2024 NII guidance ■ Significant tailwind to NII over 2025 to 2027 as swaps run off and the Fed normalizes rates – Estimated incremental annual benefit of ~$213 million in 2025; ~$474 million in 2026; and ~$274 million in 2027 – The funded balance sheet is inherently asset sensitive which partly offsets these benefits *Includes impacts from variation margin and daily compounding effects with SOFR

25 AOCI accretion Protecting CET1 - AFS marks; duration decreasing with securities portfolio hedging; less sensitivity to rates. Illustrate how sensitivity to a 50 bp move has fallen from 12/31/22 to 9/30/23 to 12/31/23 ...As recent actions limit AOCI volatility to protect capital $(2.5) $(2.1) $(1.6) $(1.4) $(0.3) $(0.3) $(0.3) $(0.3) $(1.3) $(0.8) $(0.2) Swaps Pension Securities 6/30/2024 12/31/2024 12/31/2025 12/31/2026 $(4.1) $(3.2) $(2.2) $(1.7) ~59% TCE CET1(2) $(2.8) $(2.4) $(2.0) $(1.7) Commentary ■ Expect significant capital generation via accretion to AOCI as unrealized losses "burn off" – ~$1.1 billion in unrealized losses related to securities and pension expected to "burn off" by YE2026, adding ~70 bps to the CET1 ratio adjusted for AOCI opt-out removal(4) ■ Portfolio management actions focused on reducing duration of securities to protect capital by limiting volatility in AOCI – Immediate 50 bps parallel increase in rates would negatively impact CET1 ratio adjusted for AOCI opt-out removal by ~20 bps Burn-off by YE2026~40% (1) Select totals may not sum due to rounding (2) CET1 adjusted for AOCI opt-out removal accretion based on forward curve with YE2024 Fed Funds target of ~5%, and trending toward ~3.50% by YE2027 (3) Unrealized losses in swap portfolio includes both active and terminated swaps (4) CET1 ratio impact for illustrative purposes assumes the RWA balance at 6/30/24 Projected accretion to TCE and CET1 adjusted for AOCI opt-out removal(1) Accretes to CET1(2) (3)

26 Focusing on relationship-based lending with attractive risk-adjusted returns ■ Non-Core portfolio of $8.9 billion retail loans as of June 30, 2024 – $1.1 billion decline in 2Q24 – ~4.4% WA loan yield (~98% fixed rate); ~5.7% WA funding cost ■ Retail products targeted for growth include areas with greatest relationship potential – Home equity, card, mortgage ■ Commercial BSO activities focused on exiting lower- return, credit-only relationships; selectively originating C&I loans with multi-product relationship potential Non-Core portfolio update Non-Core portfolio Enhancing risk profile, liquidity and returns $9.9 $8.9 $7.2 $4.6 $7.3 $6.4 $5.0 $2.8 $2.6 $2.5 $2.2 $1.8 Education and Other Retail (Purchased) Indirect Auto 1Q24 2Q24 4Q24 4Q25 Commentary $s in billions

27 $71.9B Commercial credit portfolio See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Commercial portfolio risk ratings(4) $s in billions 60% 56% 57% 18% 17% 16% 16% 20% 19% 6% 7% 8% 2Q23 1Q24 2Q24 B- and lower B+ to B BB+ to BB- AAA+ to BBB- $71.9 Highlights $72.8($ in billions) Balances % of total CFG C&I Finance and Insurance Capital call facilities $ 5.6 4 % Other Finance and Insurance 5.5 4 Other Manufacturing 3.8 3 Technology 3.5 2 Accommodation and Food Services 2.6 2 Health, Pharma, Social Assistance 2.4 2 Professional, Scientific, and Technical Services 2.3 2 Wholesale Trade 2.4 2 Retail Trade 2.1 1 Other Services 2.2 1 Energy & Related 2.0 1 Rental and Leasing 1.1 1 Consumer Products Manufacturing 0.9 1 Administrative and Waste Management Services 1.4 1 Arts, Entertainment, and Recreation 1.6 1 Automotive 1.0 1 Other (1) 3.2 2 Total C&I(2) $ 43.6 31 % CRE Multi-family $ 9.7 7 % Office 5.6 4 Credit tenant lease and life sciences(3) 2.3 2 Other general office 3.3 2 Industrial 3.7 3 Retail 3.3 2 Co-op 1.8 1 Data Center 0.7 1 Hospitality 0.4 — Other (1) 3.1 2 Total CRE $ 28.3 20 % Total Commercial loans & leases $ 71.9 51 % Total CFG $ 141.8 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 ~$13 million ■ CRE portfolio is well diversified across asset type, geography, and borrowers with the emphasis on strong sponsor selection $78.3

28 Suburban Class C 2% CBD Class C 5% Suburban Class A 39% CBD Class A 14% Suburban Class B 29% CBD Class B 11% 53% 100% 88% 100% 58% 76% 41% 3% 78% 100% 47% 12% 42% 24% 59% 97% 22% New York, NY Washington, DC Dallas, TX Los Angeles, CA Atlanta, GA Philadelphia, PA Boston, MA Chicago, IL Baltimore, MD Phoenix, AZ Suburban CBD NY 14.0% VA 11.6% NJ 10.7% CA 9.2% TX 8.4% MD 6.5% PA 5.1% GA 4.9% MA 3.8% OH 3.6% IL 3.4% AZ 2.8% CO 2.6% MN 2.3% NC 2.3% Other 8.8% Commercial Real Estate - $5.6B Office portfolio: well diversified $3.3B General Office by state Other WA CT FL VT MO DC MI IN UT SC RI DE 24% 17% 59% General Office $3.3B Credit Tenant $1.3B Life Sciences $1.0B Property type $3.3B General Office class & location Top 10 General Office MSA breakdown Outstanding *Manhattan is ~$114 million $ 777 476 198 193 161 145 119 111 98 92 $ in millions (As of 6/30/24)

29 43% 44% 45% 32% 31% 31% 16% 16% 15% 4% 4% 4% 5% 5% 5% 2Q23 1Q24 2Q24 45% 22% 10% 4% 12% 7% $69.9B Retail credit portfolio 800+ 740-799 680-739 640-679 <640 $69.9 $s in billions $70.4 Home equity Retail loans(1) Residential mortgage Auto Education - in school Education - refinance Other retail ~95% of retail portfolio > 680 Super-prime/prime* ~77% of retail portfolio Secured ■ Mortgage – FICO ~785 – Weighted-average LTV of ~53% ■ Home equity – FICO ~765 – ~34% secured by 1st lien – ~98% CLTV less than 80% – ~85% CLTV less than 70% ■ Auto – FICO ~740 ■ Education – FICO ~790 ■ Other retail: – Credit card – FICO ~735 – Citizens Pay – FICO ~730; incorporates loss sharing High quality, diverse portfolio * Super-prime/prime defined as FICO of 680 or above at origination See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. Retail portfolio FICOs(2) $73.0

30 Allocation of allowance for credit losses by product type June 30, 2024 March 31, 2024 $s in millions Loans and Leases Allowance Coverage Loans and Leases Allowance Coverage Commercial and industrial(1)(2) $ 43,623 $690 1.58 % $ 43,951 $691 1.57 % Commercial real estate 28,311 739 2.61 28,872 734 2.54 Total commercial 71,934 1,429 1.99 72,823 1,425 1.96 Residential mortgages 31,890 172 0.54 31,512 171 0.54 Home equity 15,534 129 0.83 15,113 129 0.86 Automobile 6,383 33 0.52 7,277 42 0.57 Education 11,265 258 2.29 11,646 267 2.29 Other retail 4,836 285 5.89 4,817 274 5.70 Total retail loans 69,908 877 1.25 70,365 883 1.25 Allowance for credit losses(3) $141,842 $2,306 1.63 % $143,188 $2,308 1.61 % See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32.

31 Delinquency by product type See pages 33-34 for notes and important information on Non-GAAP Financial Measures, including “Underlying” results. “Underlying” results exclude the impact of notable items described on page 32. June 30, 2024 (%) March 31, 2024 (%) 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(1) 99.28 % 0.06 % 0.04 % 0.02 % 0.60 % 99.05 % 0.17 % 0.06 % 0.05 % 0.67 % Commercial real estate 96.87 0.25 0.36 0.13 2.39 96.76 1.01 0.02 0.14 2.07 Total commercial 98.33 0.14 0.16 0.06 1.31 98.14 0.50 0.05 0.09 1.22 Residential mortgages(2) 98.52 0.29 0.14 0.57 0.48 97.56 0.86 0.37 0.66 0.55 Home equity 97.50 0.51 0.19 — 1.80 97.40 0.52 0.17 — 1.91 Automobile 96.98 1.77 0.56 — 0.69 97.36 1.58 0.41 — 0.65 Education 99.01 0.33 0.18 0.02 0.46 99.23 0.34 0.16 0.02 0.25 Other retail 97.33 0.83 0.58 0.02 1.24 97.10 0.89 0.62 0.56 0.83 Total retail 98.15 0.52 0.23 0.26 0.84 97.75 0.78 0.31 0.34 0.82 Total 98.24 % 0.33 % 0.19 % 0.16 % 1.08 % 97.94 % 0.64 % 0.18 % 0.21 % 1.03 %

32 Notable items(1) Quarterly results reflect notable items primarily related to integration costs associated with recent acquisitions, as well as TOP revenue and efficiency initiatives and other items. In addition, second quarter 2024 and first quarter 2024 include a notable item for the FDIC special assessment. These notable items have been excluded from reported results to better reflect Underlying operating results. See pages 33-34 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 2Q24 1Q24 2Q23 $s in millions, except per share data Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Salaries & benefits $ (3) $ (2) $ (2) $ (1) $ (2) $ (1) Equipment and software — — — — (1) (1) Outside services — — (1) (1) (11) (8) Occupancy — — — — (25) (18) Other expense — — — — — — Noninterest expense $ (3) $ (2) $ (3) $ (2) $ (39) $ (28) EPS Impact - Noninterest expense $ (0.01) $ (0.01) $ (0.06) Total Integration Costs $ (3) $ (2) $ (3) $ (2) $ (39) $ (28) EPS Impact - Total Integration-related $ (0.01) $ (0.01) $ (0.06) Other notable items - TOP & Other 2Q24 1Q24 2Q23 $s in millions, except per share data Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Tax notable items $ — $ 7 $ — $ — $ — $ — Noninterest income $ 4 $ 3 $ 3 $ 2 $ — $ — Salaries & benefits $ (5) $ (4) $ (15) $ (11) $ (12) $ (9) Equipment and software (4) (3) (8) (6) (3) (2) Outside services (10) (7) (11) (9) (10) (7) Occupancy (6) (4) (7) (5) (5) (4) FDIC Assessment(1) (5) (4) (35) (26) — — Other expense (3) (2) (6) (4) (4) (3) Noninterest expense $ (33) $ (24) $ (82) $ (61) $ (34) $ (25) Total Other Notable Items $ (29) $ (14) $ (79) $ (59) $ (34) $ (25) EPS Impact - Other Notable Items $ (0.03) $ (0.13) $ (0.06) Total Notable Items $ (32) $ (16) $ (82) $ (61) $ (73) $ (53) Total EPS Impact $ (0.04) $ (0.14) $ (0.12) (1) The FDIC special assessment earnings per share impact is $(0.01) and $(0.05) for second quarter 2024 and first quarter 2024, respectively. Notable items 2Q24 1Q24 2Q23 $s in millions, except per share data Pre-tax After-tax Pre-tax After-tax Pre-tax After-tax Integration-related Salaries & benefits $ (3) $ (2) $ (2) $ (1) $ (2) $ (1) Equipment and software — — — — (1) (1) Outside services — — (1) (1) (11) (8) Occupancy — — — — (25) (18) Other expense — — — — — — Net integration-related $ (3) $ (2) $ (3) $ (2) $ (39) $ (28) EPS Impact - Total Integration-related $ (0.01) $ (0.01) $ (0.06) TOP-related Card fee income $ 4 $ 3 $ 3 $ 2 $ — $ — Salaries & benefits $ (2) $ (1) $ (3) $ (2) $ (12) $ (9) Equipment and software (4) (3) (8) (6) (3) (2) Outside services (10) (7) (11) (9) (10) (7) Occupancy (6) (4) (7) (5) (5) (4) Other expense (3) (2) (6) (4) (4) (3) Net TOP-related $ (21) $ (14) $ (32) $ (24) $ (34) $ (25) EPS Impact - TOP-related $ (0.04) $ (0.14) $ (0.02) Other items Tax notable items $ — $ 7 $ — $ — $ — $ — FDIC Assessment(1) (5) (4) (35) (26) — — Other efficiencies (Severance / Salaries & Benefits) (13) (10) (27) (20) — — Net Other items $ (18) $ (7) $ (62) $ (46) $ — $ — EPS Impact - Other items $ 0.01 $ 0.01 Total Notable Items $ (32) $ (16) $ (82) $ (61) $ (73) $ (53) Total EPS Impact $ (0.04) $ (0.14) $ (0.12) (1) The FDIC special assessment earnings per share impact is $(0.06) and $(0.35) for first quarter 2024 and fourth quarter 2023, respectively.

33 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. 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 - 2Q24 GAAP Summary 1) See general note a). Notes on slide 4 - 2Q24 Underlying financial summary 1) See note on non-GAAP financial measures. Notes on slide 5 - 2Q24 Underlying financial performance detail 1) See note on non-GAAP financial measures. 2) Legacy Core consists of Commercial, Consumer excluding Private Bank and Non-Core, and Other. 3) At June 30, 2024, the Non-Core segment was fully funded with marginal high-cost funding comprised of FHLB, collateralized auto debt, and brokered certificates of deposit. 4) See general note a). 5) See general note d). Notes on slide 6 - 2Q24 Overview 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 8 - Noninterest income 1) See note on non-GAAP financial measures. 2) Effective for 2Q24, Trust and investment services fees was renamed to Wealth fees to better reflect the broad range of wealth-related management fees and services provided to our customers. 3) Includes bank-owned life insurance income and other miscellaneous income for all periods presented. 4) See above note on non-GAAP financial measures. See Notable Items slide 32 for more detail. Notes on slide 9 - Noninterest expense 1) See above note on non-GAAP financial measures. See Notable Items slide 32 for more detail. Notes on slide 12 - 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. 3) Includes branch-based checking with interest and savings. Notes on slide 13 - Credit quality overview 1) Allowance for credit losses to nonaccrual loans and leases. Notes on slide 14 - Allowance for credit losses 1) Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation. Notes on slide 15 - Strong capital position 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 16 - Capital level remains near top of the peer group 1) See general note d).

34 Notes continued Notes on slide 17 - Well positioned for the future 1) Compounded annual growth rate is calculated using 1H24 annualized results. Notes on slide 18 - 3Q24 outlook vs. 2Q24 1) See note on non-GAAP financial measures. 2) See general note d). Notes on slide 21 - Linked-quarter Underlying results 1) See note on non-GAAP financial measures. Notes on slide 22 - Year-over-year Underlying results 1) See note on non-GAAP financial measures. Notes on slide 27 - $71.9B Commercial credit portfolio 1) Includes deferred fees and costs. 2) Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation. 3) Credit tenant lease includes loans to nationally recognized tenants with high credit ratings and life sciences includes loans to provide lab and office space for tenants involved in the study and development of scientific discoveries. 4) Reflects period end balances. Notes on slide 29 - $69.9B Retail credit portfolio 1) See general note c). 2) Reflects period end balances. Notes on slide 30 - 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) Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation. 3) Coverage ratio reflects total allowance for credit losses for the respective portfolio. Notes on slide 31 - Delinquency by product type 1) Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation. 2) 90+ days past due and accruing includes $168 million,$202 million, and $256 million of loans fully or partially guaranteed by the FHA, VA, and USDA for June 30, 2024, March 31, 2024, and June 30, 2023, respectively. Notes on slide 32 - Notable items 1) See note on non-GAAP financial measures. Notes on slide 43 - Non-GAAP financial measures and reconciliations excluding Private Bank & Non-Core* 1) Consumer Banking excludes Private Bank. 2) Legacy Core consists of Commercial, Consumer excluding Private Bank and Non-Core, and Other. 3) At June 30, 2024, the Non-Core segment was fully funded with marginal high-cost funding comprised of FHLB, collateralized auto debt, and brokered certificates of deposit. 4) See general note a). 5) See general note d).

35 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 2Q24 Change 2Q24 1Q24 2Q23 1Q24 2Q23 $ % $ % Noninterest income, Underlying: Noninterest income (GAAP) A $553 $517 $506 $36 7% $47 9% Less: Notable items 4 3 — 1 33 4 100 Noninterest income, Underlying (non-GAAP) B $549 $514 $506 $35 7% $43 8% Total revenue, Underlying: Total revenue (GAAP) C $1,963 $1,959 $2,094 $4 —% ($131) (6%) Less: Notable items 4 3 — 1 33 4 100 Total revenue, Underlying (non-GAAP) D $1,959 $1,956 $2,094 $3 —% ($135) (6%) Noninterest expense, Underlying: Noninterest expense (GAAP) E $1,301 $1,358 $1,306 ($57) (4%) ($5) —% Less: Notable items 36 85 73 (49) (58) (37) (51) Noninterest expense, Underlying (non-GAAP) F $1,265 $1,273 $1,233 ($8) (1%) $32 3% Pre-provision profit: Total revenue (GAAP) C $1,963 $1,959 $2,094 $4 —% ($131) (6%) Less: Noninterest expense (GAAP) E 1,301 1,358 1,306 (57) (4) (5) — Pre-provision profit (non-GAAP) $662 $601 $788 $61 10% ($126) (16%) Pre-provision profit, Underlying: Total revenue, Underlying (non-GAAP) D $1,959 $1,956 $2,094 $3 —% ($135) (6%) Less: Noninterest expense, Underlying (non-GAAP) F 1,265 1,273 1,233 (8) (1) 32 3 Pre-provision profit, Underlying (non-GAAP) $694 $683 $861 $11 2% ($167) (19%) Income before income tax expense, Underlying: Income before income tax expense (GAAP) G $480 $430 $612 $50 12% ($132) (22%) Less: Income (expense) before income tax expense (benefit) related to notable items (32) (82) (73) 50 61 41 56 Income before income tax expense, Underlying (non-GAAP) H $512 $512 $685 $— —% ($173) (25%) Income tax expense, Underlying: Income tax expense (GAAP) I $88 $96 $134 ($8) (8%) ($46) (34%) Less: Income tax expense (benefit) related to notable items (16) (21) (20) 5 24 4 20 Income tax expense, Underlying (non-GAAP) J $104 $117 $154 ($13) (11%) ($50) (32%) Net income, Underlying: Net income (GAAP) K $392 $334 $478 $58 17% ($86) (18%) Add: Notable items, net of income tax benefit 16 61 53 (45) (74) (37) (70) Net income, Underlying (non-GAAP) L $408 $395 $531 $13 3% ($123) (23%) Net income available to common stockholders, Underlying: Net income available to common stockholders (GAAP) M $357 $304 $444 $53 17% ($87) (20%) Add: Notable items, net of income tax benefit 16 61 53 (45) (74) (37) (70) Net income available to common stockholders, Underlying (non-GAAP) N $373 $365 $497 $8 2% ($124) (25%)

36 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 2Q24 Change 2Q24 1Q24 2Q23 1Q24 2Q23 $/bps % $/bps % Operating leverage: Total revenue (GAAP) C $1,963 $1,959 $2,094 $4 0.27% ($131) (6.26%) Less: Noninterest expense (GAAP) E 1,301 1,358 1,306 (57) (4.15) (5) (0.36) Operating leverage 4.42% (5.90%) Operating leverage, Underlying: Total revenue, Underlying (non-GAAP) D $1,959 $1,956 $2,094 $3 0.17% ($135) (6.48%) Less: Noninterest expense, Underlying (non-GAAP) F 1,265 1,273 1,233 (8) (0.54) 32 2.63 Operating leverage, Underlying (non-GAAP) 0.71% (9.11%) Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio E/C 66.27 % 69.33% 62.34 % (306) bps 393 bps Efficiency ratio, Underlying (non-GAAP) F/D 64.59 65.05 58.86 (46) bps 573 bps Effective income tax rate and effective income tax rate, Underlying: Effective income tax rate I/G 18.49% 22.28% 22.09 % (379) bps (360) bps Effective income tax rate, Underlying (non-GAAP) J/H 20.33 22.84 22.51 (251) bps (218) bps Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) O $21,427 $21,700 $22,289 ($273) (1%) ($862) (4%) Less: Average goodwill (GAAP) 8,188 8,188 8,182 — — 6 — Less: Average other intangibles (GAAP) 144 153 181 (9) (6) (37) (20) Add: Average deferred tax liabilities related to goodwill (GAAP) 432 433 422 (1) — 10 2 Average tangible common equity P $13,527 $13,792 $14,348 ($265) (2%) ($821) (6%) Return on average tangible common equity M/P 10.61 % 8.86% 12.42 % 175 bps (181) bps Return on average tangible common equity, Underlying (non-GAAP) N/P 11.09 10.65 13.93 44 bps (284) bps Return on average total assets and return on average total assets, Underlying: Average total assets (GAAP) Q $219,222 $220,770 $222,373 ($1,548) (1%) ($3,151) (1%) Return on average total assets K/Q 0.72 % 0.61% 0.86 % 11 bps (14) bps Return on average total assets, Underlying (non-GAAP) L/Q 0.75 0.72 0.96 3 bps (21) bps $s in millions, except share, per share and ratio data

37 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 2Q24 Change 2Q24 1Q24 2Q23 1Q24 2Q23 $/bps % $/bps % Return on average total tangible assets and return on average total tangible assets, Underlying: Average total assets (GAAP) Q $219,222 $220,770 $222,373 ($1,548) (1%) ($3,151) (1%) Less: Average goodwill (GAAP) 8,188 8,188 8,182 — — 6 — Less: Average other intangibles (GAAP) 144 153 181 (9) (6) (37) (20) Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) 432 433 422 (1) — 10 2 Average tangible assets R $211,322 $212,862 $214,432 ($1,540) (1%) ($3,110) (1%) Return on average total tangible assets K/R 0.75 % 0.63% 0.89 % 12 bps (14) bps Return on average total tangible assets, Underlying (non-GAAP) L/R 0.78 0.75 0.99 3 bps (21) bps Tangible book value per common share: Common shares - at period-end (GAAP) S 452,961,853 458,485,032 474,682,759 (5,523,179) (1%) (21,720,906) (5%) Common stockholders' equity (GAAP) $21,757 $21,747 $21,571 $10 — $186 1 Less: Goodwill (GAAP) 8,187 8,188 8,188 (1) — (1) — Less: Other intangible assets (GAAP) 139 148 175 (9) (6) (36) (21) Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP) 435 433 422 2 — 13 3 Tangible common equity T $13,866 $13,844 $13,630 $22 —% $236 2% Tangible book value per common share T/S $30.61 $30.19 $28.72 $0.42 1% $1.89 7% Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying: Average common shares outstanding - basic (GAAP) U 454,142,489 461,358,681 479,470,543 (7,216,192) (2%) (25,328,054) (5%) Average common shares outstanding - diluted (GAAP) V 456,561,022 463,797,964 480,975,281 (7,236,942) (2) (24,414,259) (5) Net income per average common share - basic (GAAP) M/U $0.79 $0.66 $0.93 $0.13 20 ($0.14) (15) Net income per average common share - diluted (GAAP) M/V 0.78 0.65 0.92 0.13 20 (0.14) (15) Net income per average common share - basic, Underlying (non-GAAP) N/U 0.82 0.79 1.04 0.03 4 (0.22) (21) Net income per average common share - diluted, Underlying (non- GAAP) N/V 0.82 0.79 1.04 0.03 4 (0.22) (21) Dividend payout ratio and dividend payout ratio, Underlying: Cash dividends declared and paid per common share W $0.42 $0.42 $0.42 $— —% $— —% Dividend payout ratio W/(M/U) 53 % 64 % 45 % (1,048) bps 816 bps Dividend payout ratio, Underlying (non-GAAP) W/(N/U) 51 53 40 (200) bps 1,100 bps $s in millions, except share, per share and ratio data

38 Non-GAAP financial measures and reconciliations QUARTERLY TRENDS 2Q24 Change 2Q24 1Q24 2Q23 1Q24 2Q23 $/bps % $/bps % Card fees, Underlying: Card fees (GAAP) $92 $86 $80 $6 7% $12 15% Less: Notable items 4 3 — 1 33 4 100 Card fees, Underlying (non-GAAP) $88 $83 $80 $5 6% $8 10% Salaries and employee benefits, Underlying: Salaries and employee benefits (GAAP) $645 $691 $615 ($46) (7%) $30 5% Less: Notable items 8 17 14 (9) (53) (6) (43) Salaries and employee benefits, Underlying (non-GAAP) $637 $674 $601 ($37) (5%) $36 6% Equipment and software, Underlying: Equipment and software (GAAP) $190 $192 $181 ($2) (1%) $9 5% Less: Notable items 4 8 4 (4) (50) — — Equipment and software, Underlying (non-GAAP) $186 $184 $177 $2 1% $9 5% Outside services, Underlying: Outside services (GAAP) $165 $158 $177 $7 4% ($12) (7%) Less: Notable items 10 12 21 (2) (17) (11) (52) Outside services, Underlying (non-GAAP) $155 $146 $156 $9 6% ($1) (1%) Occupancy, Underlying: Occupancy (GAAP) $113 $114 $136 ($1) (1%) ($23) (17%) Less: Notable items 6 7 30 (1) (14) (24) (80) Occupancy, Underlying (non-GAAP) $107 $107 $106 $— —% $1 1% Other operating expense, Underlying: Other operating expense (GAAP) $188 $203 $197 ($15) (7%) ($9) (5%) Less: Notable items 8 41 4 (33) (80) 4 100 Other operating expense, Underlying (non-GAAP) $180 $162 $193 $18 11% ($13) (7%) $s in millions, except share, per share and ratio data

39 Non-GAAP financial measures and reconciliations $s in millions, except share, per share and ratio data QUARTERLY TRENDS 4Q23 3Q23 Noninterest income, Underlying: Noninterest income (GAAP) A $500 $492 Less: Notable items — — Noninterest income, Underlying (non-GAAP) B $500 $492 Total revenue, Underlying: Total revenue (GAAP) C $1,988 $2,014 Less: Notable items — — Total revenue, Underlying (non-GAAP) D $1,988 $2,014 Noninterest expense, Underlying: Noninterest expense (GAAP) E $1,612 $1,293 Less: Notable items 345 22 Noninterest expense, Underlying (non-GAAP) F $1,267 $1,271 Efficiency ratio and efficiency ratio, Underlying: Efficiency ratio E/C 81.1 % 64.2% Efficiency ratio, Underlying (non-GAAP) F/D 63.8 63.1

40 Non-GAAP financial measures and reconciliations - CET1 adjusted for AOCI opt-out removal 2Q24 1Q24 CET1 Ratio adjusted for AOCI opt-out removal CET1 capital $ 18,086 $ 18,090 Less: AFS securities - AOCI 1,716 1,687 HTM securities - AOCI(1) 795 810 DTA for AFS/HTM securities 13 12 Pension 322 324 DTA for Pension 1 1 CET 1 capital adjusted for AOCI opt-out removal A $15,239 $15,256 Risk-weighted assets 168,393 170,125 Less: HTM securities - AOCI 140 142 AFS securities - AOCI 285 282 DTA for AFS/HTM securities (2,083) (2,062) Pension 322 324 DTA for Pension (291) (292) Risk-weighted assets adjusted for AOCI opt-out removal B $170,020 $171,731 CET1 Ratio adjusted for AOCI opt-out removal A/B 9.0 % 8.9 % $s in millions, except share, per share and ratio data (1) "HTM securities - AOCI" refers to unrealized losses recognized on securities before transfer to HTM

41 Non-GAAP financial measures and reconciliations excluding Private Bank & Non-Core $s in millions, except share, per share and ratio data QUARTERLY TRENDS 2Q24 1Q24 2Q23 Net income available to common stockholders, Underlying: Net income available to common stockholders (GAAP) $357 $304 $444 Add: Notable items, net of income tax benefit 16 61 53 Net income available to common stockholders, Underlying (non-GAAP) A $373 $365 $497 Private Bank Net income available to common stockholders, (GAAP) (12) (16) (5) Less: Private Bank Notable Items — (1) (4) Private Bank Net income available to common stockholders, Underlying (non-GAAP) B ($12) ($15) ($1) Non-Core Net income available to common stockholders, (GAAP) C ($50) ($60) ($55) Net income available to common stockholders excluding Private Bank & Non-Core, Underlying (non-GAAP) D=(A-B-C) $435 $440 $553 Return on average tangible common equity and return on average tangible common equity, Underlying: Average common equity (GAAP) $21,427 $21,700 $22,289 Less: Average goodwill (GAAP) 8,188 8,188 8,182 Less: Average other intangibles (GAAP) 144 153 181 Add: Average deferred tax liabilities related to goodwill (GAAP) 432 433 422 Average tangible common equity E $13,527 $13,792 $14,348 Return on average tangible common equity excluding Private Bank & Non-Core, Underlying (non-GAAP) D/E 12.9 % 12.8 % 15.5 %

42 Non-GAAP financial measures and reconciliations excluding Private Bank & Non-Core $s in millions, except share, per share and ratio data QUARTERLY TRENDS 2Q24 1Q24 2Q23 Return on average total tangible assets and return on average total tangible assets, Underlying: Average total assets (GAAP) $219,222 $220,770 $222,373 Less: Average goodwill (GAAP) 8,188 8,188 8,182 Less: Average other intangibles (GAAP) 144 153 181 Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) 432 433 422 Average tangible assets $211,322 $212,862 $214,432 Less: Private Bank Average total assets (GAAP) 1,208 800 — Less: Non-Core Average total assets (GAAP) 9,418 10,554 14,456 Average tangible assets excluding Private Bank & Non-Core, Underlying (non-GAAP) A $200,696 $201,507 $199,976 Net income, Underlying: Net income (GAAP) $392 $334 $478 Add: Notable items, net of income tax benefit 16 61 53 Net income, Underlying (non-GAAP) B $408 $395 $531 Private Bank Net income (GAAP) (12) (16) (5) Less: Private Bank Notables — (1) (4) Net income Private Bank, Underlying (non-GAAP) C ($12) ($15) ($1) Non-Core Net income (GAAP) D (50) (60) (55) Net income excluding Private Bank & Non-Core, Underlying (non-GAAP) E=B-C-D $470 $470 $587 Return on average total tangible assets excluding Private Bank & Non-Core, Underlying (non-GAAP) E/A 0.94 % 0.94 % 1.18 %

43 Non-GAAP financial measures and reconciliations excluding Private Bank & Non-Core* 2Q24 (GAAP) 2Q24 Notables 2Q24 (Non-GAAP) $s in millions Commercial Banking Consumer Banking(1) Other Legacy Core(2) Private Bank Non-Core Legacy Private Bank Non-Core Legacy Core Private Bank Non-Core Total Net interest income $ 494 $ 1,094 $ (173) $ 1,415 $ 26.2 $ (31) $ — $ — $ — $ 1,415 $ 26.2 $ (31) $ 1,410 Noninterest income 242 273 34 549 4.1 — 4.0 — — 545 4.1 — 549 Total revenue 736 1,367 (139) 1,964 30.3 (31) 4.0 — — 1,960 30.3 (31) 1,959 Noninterest Expense 311 869 49 1,229 46.5 26 36 0.4 — 1,193 46.1 26 1,265 Pre-provision profit 425 498 (188) 735 (16.2) (57) (32) (0.4) — 767 (15.8) (57) 694 Provision for credit losses 90 84 (2) 172 — 10 — — — 172 — 10 182 Income before income tax expense 335 414 (186) 563 (16.2) (67) (32) (0.4) — 595 (15.8) (67) 512 Income tax expense 76 106 (73) 109 (4.2) (17) (16) (0.1) — 125 (4.1) (17) 104 Net income 259 308 (113) 454 (12.0) (50) (16) (0.3) — 470 (11.7) (50) 408 Preferred dividends — — 35 35 — — — — — 35 — — 35 Net income available to common stockholders $ 259 $ 308 $ (148) $ 419 $ (12.0) $ (50) $ (16) $ (0.3) $ — $ 435 $ (11.7) $ (50) $ 373 Contribution to total CFG Diluted EPS $ 0.57 $ 0.67 $ (0.33) $ 0.91 $ (0.03) $ (0.10) $ (0.04) $ — $ — $ 0.95 $ (0.03) $ (0.10) $ 0.82 $s in billions Interest-earning assets (spot) $ 65 $ 68 $ 52 $ 185 $ 1.4 $ 9 $— $— $— $185 $1.4 $8.9 $195 Loans (spot) 64 66 2 132 1.4 9 — — — 132 1.4 8.9 142 Deposits (spot) 45 118 9 172 4.0 — — — — 172 4.0 — 176 Risk-weighted assets (spot) $ 87 $ 55 $ 16 $ 158 $ 1.6 $ 9 $— $— $— $158 $1.6 $8.9 $168 Performance metrics: Net interest margin, FTE(4) 3.04 % (1.36) % 3.04 % (1.36) % 2.87 % Loans-to-deposit ratio (spot) 76.4 % 34.5 % 76.4 % 34.5 % 80.4 % CET1 capital ratio(5) 11.5 % 11.5 % 10.7 % ROTCE 12.5 % 12.9 % 11.1 % Efficiency ratio 62.6 % 60.9 % 64.6 % Noninterest income as a % of total revenue 28.0 % 13.5 % 27.8 % 13.5 % 28.0 % (3) *Select totals may not sum due to rounding

EX-99.3 4 q224financialsupplement.htm EX-99.3 Document

Financial Supplement

Second Quarter 2024


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						10

Segment Financial Highlights						11

Credit-Related Information:
Nonaccrual loans and leases						15
Loans and Leases 90 Days or More Past Due and Accruing						16
Charge-offs, Recoveries, and Related Ratios						17
Summary of Changes in the Components of the Allowance for Credit Losses						19

Capital and Ratios						20

Non-GAAP Financial Measures and Reconciliations						21
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

(dollars in millions, except per share data)


	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
											2Q24 Change												2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
											$/bps		%		$/bps		%						$/bps		%
SELECTED OPERATING DATA
Total revenue	$1,963		$1,959		$1,988		$2,014		$2,094		$4		—	%	($131)		(6	%)	$3,922		$4,222		($300)		(7	%)
Noninterest expense	1,301		1,358		1,612		1,293		1,306		(57)		(4)		(5)		—		2,659		2,602		57		2
Profit before provision (benefit) for credit losses	662		601		376		721		788		61		10		(126)		(16)		1,263		1,620		(357)		(22)
Provision (benefit) for credit losses	182		171		171		172		176		11		6		6		3		353		344		9		3
NET INCOME	392		334		189		430		478		58		17		(86)		(18)		726		989		(263)		(27)
Net income, Underlying1	408		395		426		448		531		13		3		(123)		(23)		803		1,091		(288)		(26)
Net income available to common stockholders	357		304		159		400		444		53		17		(87)		(20)		661		932		(271)		(29)
Net income available to common stockholders, Underlying1	373		365		396		418		497		8		2		(124)		(25)		738		1,034		(296)		(29)
PER COMMON SHARE DATA
Basic earnings	$0.79		$0.66		$0.34		$0.85		$0.93		$0.13		20	%	($0.14)		(15	%)	$1.44		$1.93		($0.49)		(25	%)
Diluted earnings	0.78		0.65		0.34		0.85		0.92		0.13		20		(0.14)		(15)		1.44		1.92		(0.48)		(25)
Basic earnings, Underlying1	0.82		0.79		0.85		0.89		1.04		0.03		4		(0.22)		(21)		1.61		2.14		(0.53)		(25)
Diluted earnings, Underlying1	0.82		0.79		0.85		0.89		1.04		0.03		4		(0.22)		(21)		1.60		2.14		(0.54)		(25)
Cash dividends declared and paid per common share	0.42		0.42		0.42		0.42		0.42		—		—		—		—		0.84		0.84		—		—
Book value per common share	48.03		47.43		47.87		44.75		45.44		0.60		1		2.59		6		48.03		45.44		2.59		6
Tangible book value per common share	30.61		30.19		30.91		27.73		28.72		0.42		1		1.89		7		30.61		28.72		1.89		7
Dividend payout ratio	53	%	64	%	124	%	49	%	45	%	(1,048)	bps			816	bps			58	%	44	%	1,433	bps
Dividend payout ratio, Underlying1	51		53		49		47		40		(200)	bps			1,100	bps			52		39		1,300	bps
COMMON SHARES OUTSTANDING
Average: Basic	454,142,489		461,358,681		466,234,324		469,481,085		479,470,543		(7,216,192)		(2	%)	(25,328,054)		(5	%)	457,750,585		482,440,926		(24,690,341)		(5	%)
Diluted	456,561,022		463,797,964		468,159,167		471,183,719		480,975,281		(7,236,942)		(2)		(24,414,259)		(5)		460,009,546		484,252,103		(24,242,557)		(5)
Common shares at period-end	452,961,853		458,485,032		466,418,055		466,221,795		474,682,759		(5,523,179)		(1)		(21,720,906)		(5)		452,961,853		474,682,759		(21,720,906)		(5)

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

(dollars in millions, except per share data)


	QUARTERLY TRENDS																FOR THE SIX MONTHS ENDED JUNE 30,
											2Q24 Change										2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24			2Q23			2024		2023		2023
											$/bps		%	$/bps		%					$/bps		%
FINANCIAL RATIOS
Net interest margin	2.86	%	2.90	%	2.90	%	3.03	%	3.16	%	(4) bps			(30) bps			2.88	%	3.23	%	(35)	bps
Net interest margin, FTE1	2.87		2.91		2.91		3.03		3.17		(4)			(30)			2.89		3.23		(34)
Return on average common equity	6.70		5.63		2.96		7.50		8.00		107			(130)			6.16		8.54		(238)
Return on average common equity, Underlying2	7.00		6.77		7.41		7.82		8.97		23			(197)			6.88		9.48		(260)
Return on average tangible common equity	10.61		8.86		4.72		12.00		12.42		175			(181)			9.73		13.37		(364)
Return on average tangible common equity, Underlying2	11.09		10.65		11.84		12.51		13.93		44			(284)			10.87		14.84		(397)
Return on average total assets	0.72		0.61		0.33		0.78		0.86		11			(14)			0.66		0.90		(24)
Return on average total assets, Underlying2	0.75		0.72		0.76		0.81		0.96		3			(21)			0.73		0.99		(26)
Return on average total tangible assets	0.75		0.63		0.35		0.81		0.89		12			(14)			0.69		0.93		(24)
Return on average total tangible assets, Underlying2	0.78		0.75		0.78		0.84		0.99		3			(21)			0.76		1.03		(27)
Effective income tax rate	18.49		22.28		7.59		21.51		22.09		(379)			(360)			20.28		22.55		(227)
Effective income tax rate, Underlying2	20.33		22.84		22.25		21.69		22.51		(251)			(218)			21.59		22.89		(130)
Efficiency ratio	66.27		69.33		81.13		64.21		62.34		(306)			393			67.79		61.62		617
Efficiency ratio, Underlying2	64.59		65.05		63.77		63.08		58.86		(46)			573			64.82		58.34		648
Noninterest income as a % of total revenue	28.16		26.41		25.16		24.44		24.14		175			402			27.29		23.47		382
Noninterest income as a % of total revenue, Underlying2	28.00		26.32		25.16		24.44		24.14		168			386			27.16		23.47		369
CAPITAL RATIOS - PERIOD-END (PRELIMINARY)
CET1 capital ratio	10.7	%	10.6	%	10.6	%	10.4	%	10.3	%
Tier 1 capital ratio	12.0		11.8		11.8		11.5		11.4
Total capital ratio	14.0		13.8		13.7		13.4		13.3
Tier 1 leverage ratio	9.4		9.3		9.3		9.4		9.4
Tangible common equity ratio	6.5		6.5		6.7		5.9		6.3
SELECTED BALANCE SHEET DATA
Loan-to-deposit ratio (period-end balances)	80.43	%	81.16	%	82.30	%	84.03	%	85.17	%	(73)	bps		(474)	bps		80.43	%	85.17	%	(474)	bps
Loan-to-deposit ratio (average balances)	82.38		82.24		83.54		85.46		88.73		14	bps		(635)	bps		82.31		89.24		(693)	bps
Full-time equivalent colleagues (period-end)	17,510		17,354		17,570		18,214		18,468		156		1	(958)		(5)	17,510		18,468		(958)		(5)

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

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

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

(dollars in millions)


	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q24 Change								2024 Change
	2Q24	1Q24	4Q23	3Q23	2Q23	1Q24			2Q23			2024	2023	2023
						$	%		$	%				$	%
INTEREST INCOME
Interest and fees on loans and leases	$2,011	$2,051	$2,144	$2,166	$2,132	($40)	(2	%)	($121)	(6	%)	$4,062	$4,179	($117)	(3	%)
Interest and fees on loans held for sale	13	14	18	20	20	(1)	(7)		(7)	(35)		27	35	(8)	(23)
Interest and fees on other loans held for sale	4	6	4	8	12	(2)	(33)		(8)	(67)		10	17	(7)	(41)
Investment securities	417	399	339	290	267	18	5		150	56		816	533	283	53
Interest-bearing deposits in banks	130	140	171	111	100	(10)	(7)		30	30		270	169	101	60
Total interest income	2,575	2,610	2,676	2,595	2,531	(35)	(1)		44	2		5,185	4,933	252	5
INTEREST EXPENSE
Deposits	965	987	974	898	723	(22)	(2)		242	33		1,952	1,273	679	53
Short-term borrowed funds	4	7	7	8	22	(3)	(43)		(18)	(82)		11	28	(17)	(61)
Long-term borrowed funds	196	174	207	167	198	22	13		(2)	(1)		370	401	(31)	(8)
Total interest expense	1,165	1,168	1,188	1,073	943	(3)	—		222	24		2,333	1,702	631	37
Net interest income	1,410	1,442	1,488	1,522	1,588	(32)	(2)		(178)	(11)		2,852	3,231	(379)	(12)
NONINTEREST INCOME
Service charges and fees	106	96	104	105	101	10	10		5	5		202	201	1	—
Capital markets fees	134	118	87	67	82	16	14		52	63		252	165	87	53
Card fees	92	86	70	74	80	6	7		12	15		178	152	26	17
Wealth fees1	75	68	68	63	65	7	10		10	15		143	128	15	12
Mortgage banking fees	54	49	57	69	59	5	10		(5)	(8)		103	116	(13)	(11)
Foreign exchange and derivative products	39	36	43	48	44	3	8		(5)	(11)		75	92	(17)	(18)
Letter of credit and loan fees	43	42	42	43	43	1	2		—	—		85	83	2	2
Securities gains, net	—	5	9	5	9	(5)	(100)		(9)	(100)		5	14	(9)	(64)
Other income	10	17	20	18	23	(7)	(41)		(13)	(57)		27	40	(13)	(33)
Total noninterest income	553	517	500	492	506	36	7		47	9		1,070	991	79	8
TOTAL REVENUE	1,963	1,959	1,988	2,014	2,094	4	—		(131)	(6)		3,922	4,222	(300)	(7)
Provision (benefit) for credit losses	182	171	171	172	176	11	6		6	3		353	344	9	3
NONINTEREST EXPENSE
Salaries and employee benefits	645	691	667	659	615	(46)	(7)		30	5		1,336	1,273	63	5
Equipment and software	190	192	215	191	181	(2)	(1)		9	5		382	350	32	9
Outside services	165	158	174	160	177	7	4		(12)	(7)		323	353	(30)	(8)
Occupancy	113	114	125	107	136	(1)	(1)		(23)	(17)		227	260	(33)	(13)
Other operating expense	188	203	431	176	197	(15)	(7)		(9)	(5)		391	366	25	7
Total noninterest expense	1,301	1,358	1,612	1,293	1,306	(57)	(4)		(5)	—		2,659	2,602	57	2
Income before income tax expense	480	430	205	549	612	50	12		(132)	(22)		910	1,276	(366)	(29)
Income tax expense	88	96	16	119	134	(8)	(8)		(46)	(34)		184	287	(103)	(36)
Net income	$392	$334	$189	$430	$478	$58	17	%	($86)	(18	%)	$726	$989	($263)	(27	%)
Net income, Underlying2	$408	$395	$426	$448	$531	$13	3	%	($123)	(23	%)	$803	$1,091	($288)	(26	%)
Net income available to common stockholders	$357	$304	$159	$400	$444	$53	17	%	($87)	(20	%)	$661	$932	($271)	(29	%)
Net income available to common stockholders, Underlying2	$373	$365	$396	$418	$497	$8	2	%	($124)	(25	%)	$738	$1,034	($296)	(29	%)

1 Effective for the second quarter of 2024, Trust and investment services fees was renamed to Wealth fees to better reflect the broad range of wealth-related management fees and services provided to our customers.

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

CONSOLIDATED BALANCE SHEETS (unaudited)

(dollars in millions, except par value)


PERIOD-END BALANCES	AS OF					JUNE 30, 2024 CHANGE
	June 30, 2024	Mar 31, 2024	Dec 31, 2023	Sept 30, 2023	June 30, 2023	March 31, 2024			June 30, 2023
						$	%		$	%
ASSETS
Cash and due from banks	$1,191	$1,098	$1,794	$1,395	$1,689	$93	8	%	($498)	(29	%)
Interest-bearing cash and due from banks	10,580	10,501	9,834	14,005	9,878	79	1		702	7
Interest-bearing deposits in banks	559	392	405	324	284	167	43		275	97
Debt securities available for sale, at fair value	31,938	31,187	29,777	25,069	24,755	751	2		7,183	29
Debt securities held to maturity	8,895	9,054	9,184	9,320	9,520	(159)	(2)		(625)	(7)
Loans held for sale, at fair value	591	505	676	749	1,225	86	17		(634)	(52)
Other loans held for sale	92	50	103	99	196	42	84		(104)	(53)
Loans and leases	141,842	143,188	145,959	149,746	151,320	(1,346)	(1)		(9,478)	(6)
Less: Allowance for loan and lease losses	(2,125)	(2,086)	(2,098)	(2,080)	(2,044)	(39)	2		(81)	4
Net loans and leases	139,717	141,102	143,861	147,666	149,276	(1,385)	(1)		(9,559)	(6)
Derivative assets	367	469	440	522	719	(102)	(22)		(352)	(49)
Premises and equipment	863	872	895	878	876	(9)	(1)		(13)	(1)
Bank-owned life insurance	3,325	3,311	3,291	3,275	3,263	14	—		62	2
Goodwill	8,187	8,188	8,188	8,188	8,188	(1)	—		(1)	—
Other intangible assets	139	148	157	167	175	(9)	(6)		(36)	(21)
Other assets	13,494	13,571	13,359	13,613	13,022	(77)	(1)		472	4
TOTAL ASSETS	$219,938	$220,448	$221,964	$225,270	$223,066	($510)	—	%	($3,128)	(1	%)
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing	$36,927	$36,593	$37,107	$38,561	$40,286	$334	1	%	($3,359)	(8	%)
Interest-bearing	139,425	139,835	140,235	139,636	137,381	(410)	—		2,044	1
Total deposits	176,352	176,428	177,342	178,197	177,667	(76)	—		(1,315)	(1)
Short-term borrowed funds	2	9	505	232	1,099	(7)	(78)		(1,097)	(100)
Derivative liabilities	1,547	1,705	1,562	2,109	2,270	(158)	(9)		(723)	(32)
Long-term borrowed funds:
FHLB advances	553	2,036	3,786	7,036	5,029	(1,483)	(73)		(4,476)	(89)
Senior debt	6,512	6,414	5,170	5,258	5,258	98	2		1,254	24
Subordinated debt and other debt	6,017	5,354	4,511	5,060	3,813	663	12		2,204	58
Total long-term borrowed funds	13,082	13,804	13,467	17,354	14,100	(722)	(5)		(1,018)	(7)
Other liabilities	5,086	4,741	4,746	4,500	4,345	345	7		741	17
TOTAL LIABILITIES	196,069	196,687	197,622	202,392	199,481	(618)	—		(3,412)	(2)
STOCKHOLDERS' EQUITY
Preferred stock:
$25.00 par value, 100,000,000 shares authorized for each of the periods presented	2,112	2,014	2,014	2,014	2,014	98	5		98	5
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	22,299	22,272	22,250	22,231	22,207	27	—		92	—
Retained earnings	10,079	9,923	9,816	9,856	9,655	156	2		424	4
Treasury stock, at cost	(6,492)	(6,290)	(5,986)	(5,986)	(5,734)	(202)	(3)		(758)	(13)
Accumulated other comprehensive income (loss)	(4,135)	(4,164)	(3,758)	(5,243)	(4,563)	29	1		428	9
TOTAL STOCKHOLDERS' EQUITY	23,869	23,761	24,342	22,878	23,585	108	—		284	1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$219,938	$220,448	$221,964	$225,270	$223,066	($510)	—	%	($3,128)	(1	%)
Memo: Total tangible common equity	$13,866	$13,844	$14,417	$12,930	$13,630	$22	—	%	$236	2	%

LOANS AND DEPOSITS

(dollars in millions)


PERIOD-END BALANCES	AS OF					JUNE 30, 2024 CHANGE
	June 30, 2024	Mar 31, 2024	Dec 31, 2023	Sept 30, 2023	June 30, 2023	Mar 31, 2024			June 30, 2023
						$	%		$	%
LOANS AND LEASES
Commercial and industrial1	$43,623	$43,951	$44,974	$47,971	$49,332	($328)	(1	%)	($5,709)	(12	%)
Commercial real estate	28,311	28,872	29,471	29,486	28,947	(561)	(2)		(636)	(2)

Total commercial	71,934	72,823	74,445	77,457	78,279	(889)	(1)		(6,345)	(8)
Residential mortgages	31,890	31,512	31,332	30,983	30,769	378	1		1,121	4
Home equity	15,534	15,113	15,040	14,729	14,487	421	3		1,047	7
Automobile	6,383	7,277	8,258	9,290	10,428	(894)	(12)		(4,045)	(39)
Education	11,265	11,646	11,834	12,134	12,246	(381)	(3)		(981)	(8)
Other retail	4,836	4,817	5,050	5,153	5,111	19	—		(275)	(5)
Total retail	69,908	70,365	71,514	72,289	73,041	(457)	(1)		(3,133)	(4)
Total loans and leases	$141,842	$143,188	$145,959	$149,746	$151,320	($1,346)	(1	%)	($9,478)	(6	%)
Loans held for sale, at fair value	591	505	676	749	1,225	86	17		(634)	(52)
Other loans held for sale	92	50	103	99	196	42	84		(104)	(53)
Loans and leases and loans held for sale	$142,525	$143,743	$146,738	$150,594	$152,741	($1,218)	(1	%)	($10,216)	(7	%)

DEPOSITS
Demand	$36,927	$36,593	$37,107	$38,561	$40,286	$334	1	%	($3,359)	(8	%)
Money market	52,599	52,182	53,812	53,517	52,542	417	1		57	—
Checking with interest	34,421	34,487	31,876	33,355	35,028	(66)	—		(607)	(2)
Savings	27,240	27,912	27,983	29,139	29,824	(672)	(2)		(2,584)	(9)
Term	25,165	25,254	26,564	23,625	19,987	(89)	—		5,178	26
Total deposits	$176,352	$176,428	$177,342	$178,197	$177,667	($76)	—	%	($1,315)	(1	%)

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.


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

	QUARTERLY TRENDS												2Q24 Change
	2Q24				1Q24				2Q23				1Q24			2Q23
	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	$9,650	$130	5.35	%	$10,268	$140	5.39	%	$7,768	$100	5.10	%	($618)	($10)	(4) bps	$1,882	$30	25 bps
Taxable investment securities	44,691	417	3.73		43,904	399	3.63		38,000	267	2.81		787	18	10	6,691	150	92
Non-taxable investment securities	1	—	2.60		1	—	2.60		2	—	2.68		—	—	—	(1)	—	(8)
Total investment securities	44,692	417	3.73		43,905	399	3.63		38,002	267	2.81		787	18	10	6,690	150	92

Commercial and industrial1	44,381	604	5.38		44,577	635	5.64		51,122	777	6.02		(196)	(31)	(26)	(6,741)	(173)	(64)
Commercial real estate	28,574	456	6.32		29,265	468	6.32		29,115	445	6.05		(691)	(12)	—	(541)	11	27

Total commercial	72,955	1,060	5.75		73,842	1,103	5.91		80,237	1,222	6.03		(887)	(43)	(16)	(7,282)	(162)	(28)
Residential mortgages	31,633	290	3.67		31,384	283	3.60		30,566	259	3.38		249	7	7	1,067	31	29
Home equity	15,343	305	7.99		15,080	298	7.94		14,340	264	7.38		263	7	5	1,003	41	61
Automobile	6,807	72	4.28		7,758	82	4.25		10,997	113	4.14		(951)	(10)	3	(4,190)	(41)	14
Education	11,447	154	5.40		11,816	156	5.31		12,430	155	5.00		(369)	(2)	9	(983)	(1)	40
Other retail	4,882	130	10.71		4,942	129	10.54		5,155	119	9.30		(60)	1	17	(273)	11	141
Total retail	70,112	951	5.45		70,980	948	5.36		73,488	910	4.96		(868)	3	9	(3,376)	41	49
Total loans and leases	143,067	2,011	5.60		144,822	2,051	5.64		153,725	2,132	5.52		(1,755)	(40)	(4)	(10,658)	(121)	8
Loans held for sale, at fair value	896	13	6.19		850	14	6.37		1,381	20	5.74		46	(1)	(18)	(485)	(7)	45
Other loans held for sale	160	4	9.34		223	6	10.72		622	12	7.90		(63)	(2)	(138)	(462)	(8)	144
Total interest-earning assets	198,465	2,575	5.17		200,068	2,610	5.20		201,498	2,531	5.00		(1,603)	(35)	(3)	(3,033)	44	17


Noninterest-earning assets	20,757				20,702				20,875				55			(118)
TOTAL ASSETS	$219,222				$220,770				$222,373				($1,548)			($3,151)
INTEREST-BEARING LIABILITIES
Checking with interest	$33,659	128	1.54		$32,302	109	1.35		$34,586	110	1.28		$1,357	19	19	($927)	$18	26
Money market	51,570	431	3.36		52,926	445	3.38		49,665	348	2.81		(1,356)	(14)	(2)	1,905	83	55
Regular savings	27,560	120	1.75		27,745	121	1.76		29,640	108	1.46		(185)	(1)	(1)	(2,080)	12	29
Term	24,676	286	4.66		26,447	312	4.74		17,180	157	3.68		(1,771)	(26)	(8)	7,496	129	98
Total interest-bearing deposits	137,465	965	2.82		139,420	987	2.85		131,071	723	2.21		(1,955)	(22)	(3)	6,394	242	61
Short-term borrowed funds	325	4	5.62		498	7	5.53		1,446	22	5.82		(173)	(3)	9	(1,121)	(18)	(20)
FHLB advances	2,375	34	5.55		2,272	32	5.60		9,674	123	5.01		103	2	(5)	(7,299)	(89)	54
Senior debt	6,684	80	4.81		6,113	70	4.56		5,264	57	4.27		571	10	25	1,420	23	54
Subordinated debt and other debt	6,033	82	5.43		5,279	72	5.45		1,857	18	4.37		754	10	(2)	4,176	64	106
Total long-term borrowed funds	15,092	196	5.18		13,664	174	5.08		16,795	198	4.70		1,428	22	10	(1,703)	(2)	48
Total borrowed funds	15,417	200	5.18		14,162	181	5.09		18,241	220	4.80		1,255	19	9	(2,824)	(20)	38
Total interest-bearing liabilities	152,882	1,165	3.06		153,582	1,168	3.05		149,312	943	2.53		(700)	(3)	1	3,570	222	53
Demand deposits	36,205				36,684				42,178				(479)			(5,973)
Other noninterest-bearing liabilities	6,652				6,791				6,580				(139)			72
TOTAL LIABILITIES	195,739				197,057				198,070				(1,318)			(2,331)
STOCKHOLDERS' EQUITY	23,483				23,713				24,303				(230)			(820)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$219,222				$220,770				$222,373				($1,548)			($3,151)
INTEREST RATE SPREAD			2.11	%			2.15	%			2.47	%			(4)			(36)
NET INTEREST MARGIN AND NET INTEREST INCOME		$1,410	2.86	%		$1,442	2.90	%		$1,588	3.16	%		($32)	(4)		($178)	(30)
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE2		$1,415	2.87	%		$1,446	2.91	%		$1,593	3.17	%		($31)	(4)		($178)	(30)
Memo: Total deposits (interest-bearing and demand)	$173,670	$965	2.24	%	$176,104	$987	2.25	%	$173,249	$723	1.68	%	($2,434)	($22)	(1) bps	$421	$242	56 bps

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.

2Net 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.


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

	FOR THE SIX MONTHS ENDED JUNE 30,								2024 Change
	2024				2023				2023
	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	$9,959	$270	5.37	%	$6,839	$169	4.91	%	$3,120	$101	46	bps
Taxable investment securities	44,297	816	3.68		38,474	533	2.77		5,823	283	91
Non-taxable investment securities	1	—	2.60		2	—	2.68		(1)	—	(8)
Total investment securities	44,298	816	3.68		38,476	533	2.77		5,822	283	91
Commercial and industrial1	44,479	1,239	5.51		52,269	1,524	5.81		(7,790)	(285)	(30)
Commercial real estate	28,920	924	6.32		29,004	861	5.90		(84)	63	42

Total commercial	73,399	2,163	5.83		81,273	2,385	5.84		(7,874)	(222)	(1)
Residential mortgages	31,508	573	3.64		30,322	509	3.35		1,186	64	29
Home equity	15,212	603	7.97		14,207	504	7.16		1,005	99	81
Automobile	7,282	154	4.26		11,465	232	4.09		(4,183)	(78)	17
Education	11,632	310	5.35		12,612	309	4.94		(980)	1	41
Other retail	4,912	259	10.62		5,222	240	9.27		(310)	19	135
Total retail	70,546	1,899	5.40		73,828	1,794	4.89		(3,282)	105	51
Total loans and leases	143,945	4,062	5.62		155,101	4,179	5.39		(11,156)	(117)	23
Loans held for sale, at fair value	873	27	6.28		1,196	35	5.79		(323)	(8)	49
Other loans held for sale	191	10	10.14		410	17	8.40		(219)	(7)	174
Total interest-earning assets	199,266	5,185	5.18		202,022	4,933	4.88		(2,756)	252	30
Noninterest-earning assets	20,730				20,519				211
TOTAL ASSETS	$219,996				$222,541				($2,545)
INTEREST-BEARING LIABILITIES
Checking with interest	$32,980	237	1.45		$35,276	207	1.18		($2,296)	30	27
Money market	52,248	876	3.37		49,803	635	2.57		2,445	241	80
Regular savings	27,653	241	1.75		29,551	187	1.28		(1,898)	54	47
Term	25,562	598	4.70		15,021	244	3.27		10,541	354	143
Total interest-bearing deposits	138,443	1,952	2.84		129,651	1,273	1.98		8,792	679	86
Short-term borrowed funds	411	11	5.57		997	28	5.59		(586)	(17)	(2)
FHLB advances	2,323	66	5.58		10,016	244	4.84		(7,693)	(178)	74
Senior debt	6,399	150	4.69		5,434	118	4.33		965	32	36
Subordinated debt and other debt	5,656	154	5.44		1,834	39	4.37		3,822	115	107
Total long-term borrowed funds	14,378	370	5.13		17,284	401	4.63		(2,906)	(31)	50
Total borrowed funds	14,789	381	5.14		18,281	429	4.68		(3,492)	(48)	46
Total interest-bearing liabilities	153,232	2,333	3.06		147,932	1,702	2.31		5,300	631	75
Demand deposits	36,444				44,145				(7,701)
Other noninterest-bearing liabilities	6,722				6,453				269
TOTAL LIABILITIES	196,398				198,530				(2,132)
STOCKHOLDERS' EQUITY	23,598				24,011				(413)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$219,996				$222,541				($2,545)
INTEREST RATE SPREAD			2.12	%			2.57	%			(45)
NET INTEREST MARGIN AND NET INTEREST INCOME		$2,852	2.88	%		$3,231	3.23	%		($379)	(35)
NET INTEREST MARGIN AND NET INTEREST INCOME, FTE2		$2,861	2.89	%		$3,240	3.23	%		($379)	(34)
Memo: Total deposits (interest-bearing and demand)	$174,887	$1,952	2.24	%	$173,796	$1,273	1.48	%	$1,091	$679	76	bps

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.

MORTGAGE BANKING FEES SUMMARY

(dollars in millions)


	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
											2Q24 Change												2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
											$/bps		%		$/bps		%						$/bps		%
MORTGAGE BANKING FEES
Production revenue	$14		$15		$11		$19		$23		($1)		(7	%)	($9)		(39	%)	$29		$41		($12)		(29	%)
Mortgage servicing revenue	35		33		37		35		34		2		6		1		3		68		71		(3)		(4)
MSR valuation changes, net of hedge impact	5		1		9		15		2		4		NM		3		150		6		4		2		50
Total mortgage banking fees	$54		$49		$57		$69		$59		$5		10	%	($5)		(8	%)	$103		$116		($13)		(11	%)

Pull-through adjusted locks	$1,930		$1,404		$1,412		$2,397		$2,870		$526		37	%	($940)		(33	%)	$3,334		$4,948		($1,614)		(33	%)

Production revenue as a percentage of Pull-through adjusted locks	0.74	%	1.05	%	0.78	%	0.79	%	0.79	%	(31)	bps			(5)	bps			0.87	%	0.84	%	3	bps



RESIDENTIAL REAL ESTATE ORIGINATIONS
Retail	$1,584		$1,045		$958		$1,146		$1,260		$539		52	%	$324		26	%	$2,629		$2,271		$358		16	%
Third Party	1,323		892		1,214		2,285		2,350		431		48		(1,027)		(44)		2,215		3,683		(1,468)		(40)
Total	$2,907		$1,937		$2,172		$3,431		$3,610		$970		50	%	(703)		(19	%)	$4,844		$5,954		($1,110)		(19	%)

Originated for sale	$1,872		$1,296		$1,595		$2,815		$2,874		$576		44	%	($1,002)		(35	%)	$3,168		$4,525		($1,357)		(30	%)
Originated for investment	1,035		641		577		616		736		394		61		299		41		1,676		1,429		247		17
Total	$2,907		$1,937		$2,172		$3,431		$3,610		$970		50	%	($703)		(19	%)	$4,844		$5,954		($1,110)		(19	%)

MORTGAGE SERVICING INFORMATION (UPB)
Loans serviced for others	$96,439		$96,952		$97,420		$97,603		$96,591		($513)		(1	%)	($152)		—	%	$96,439		$96,591		($152)		—	%
Owned loans serviced	32,118		31,659		31,640		31,436		31,636		459		1		482		2		32,118		31,636		482		2
Total	$128,557		$128,611		$129,060		$129,039		$128,227		($54)		—	%	$330		—	%	$128,557		$128,227		$330		—	%

MSR at fair value	$1,568		$1,564		$1,552		$1,620		$1,524		$4		—	%	$44		3	%	$1,568		$1,524		$44		3	%

SEGMENT FINANCIAL HIGHLIGHTS - CONSUMER BANKING

(dollars in millions)


	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
CONSUMER BANKING											2Q24 Change												2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
											$/bps		%		$/bps		%						$/bps		%
Net interest income	$1,120		$1,093		$1,086		$1,067		$1,023		$27		2	%	$97		9	%	$2,213		$2,034		$179		9	%
Noninterest income	277		258		265		278		268		19		7		9		3		535		524		11		2
Total revenue	1,397		1,351		1,351		1,345		1,291		46		3		106		8		2,748		2,558		190		7
Noninterest expense	915		903		905		905		875		12		1		40		5		1,818		1,732		86		5
Profit (loss) before credit losses	482		448		446		440		416		34		8		66		16		930		826		104		13
Net charge-offs	84		81		82		67		68		3		4		16		24		165		131		34		26
Income (loss) before income tax expense (benefit)	398		367		364		373		348		31		8		50		14		765		695		70		10
Income tax expense (benefit)	102		95		95		97		91		7		7		11		12		197		181		16		9
Net income (loss)	$296		$272		$269		$276		$257		$24		9	%	$39		15	%	$568		$514		$54		11	%
AVERAGE BALANCES
Total assets	$74,295		$73,833		$73,334		$72,964		$72,583		$462		1	%	$1,712		2	%	$74,064		$72,230		$1,834		3	%
Total loans and leases1	67,960		67,448		66,906		66,641		66,289		512		1		1,671		3		67,704		65,931		1,773		3
Deposits	120,478		120,019		118,474		117,979		115,847		459		—		4,631		4		120,248		115,713		4,535		4
Interest-earning assets	68,552		68,050		67,524		67,273		66,933		502		1		1,619		2		68,301		66,594		1,707		3
KEY METRICS
Net interest margin	6.57	%	6.46	%	6.40	%	6.28	%	6.12	%	11	bps			45	bps			6.51	%	6.16	%	35	bps
Efficiency ratio	65.49		66.87		67.08		67.18		67.74		(138)	bps			(225)	bps			66.17		67.72		(155)	bps
Loan-to-deposit ratio (period-end balances)	55.73		55.25		55.52		55.81		55.35		48	bps			38	bps			55.73		55.35		38	bps
Loan-to-deposit ratio (average balances)	55.97		55.80		55.88		55.71		56.44		17	bps			(47)	bps			55.88		56.35		(47)	bps
Return on average total tangible assets	1.61		1.49		1.47		1.51		1.43		12	bps			18	bps			1.55		1.45		10	bps

1 Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - COMMERCIAL BANKING

(dollars in millions)


	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
COMMERCIAL BANKING											2Q24 Change												2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
											$/bps		%		$/bps		%						$/bps		%
Net interest income	$494		$514		$551		$560		$584		($20)		(4	%)	($90)		(15	%)	$1,008		$1,181		($173)		(15	%)
Noninterest income	242		227		196		180		207		15		7		35		17		469		408		61		15
Total revenue	736		741		747		740		791		(5)		(1)		(55)		(7)		1,477		1,589		(112)		(7)
Noninterest expense	311		317		324		325		315		(6)		(2)		(4)		(1)		628		646		(18)		(3)
Profit (loss) before credit losses	425		424		423		415		476		1		—		(51)		(11)		849		943		(94)		(10)
Net charge-offs	90		81		65		67		71		9		11		19		27		171		118		53		45
Income (loss) before income tax expense (benefit)	335		343		358		348		405		(8)		(2)		(70)		(17)		678		825		(147)		(18)
Income tax expense (benefit)	76		84		89		88		100		(8)		(10)		(24)		(24)		160		201		(41)		(20)
Net income (loss)	$259		$259		$269		$260		$305		$—		—	%	($46)		(15	%)	$518		$624		($106)		(17	%)
AVERAGE BALANCES
Total assets	$68,958		$70,100		$72,758		$74,997		$77,546		($1,142)		(2	%)	($8,588)		(11	%)	$69,529		$78,215		($8,686)		(11	%)
Total loans and leases1	65,997		67,187		69,899		71,898		74,295		(1,190)		(2)		(8,298)		(11)		66,592		75,010		(8,418)		(11)
Deposits	44,203		45,912		46,962		47,221		45,494		(1,709)		(4)		(1,291)		(3)		45,058		47,220		(2,162)		(5)
Interest-earning assets	66,447		67,536		70,267		72,275		74,687		(1,089)		(2)		(8,240)		(11)		66,991		75,405		(8,414)		(11)
KEY METRICS
Net interest margin	2.99	%	3.07	%	3.11	%	3.07	%	3.13	%	(8)	bps			(14)	bps			3.03	%	3.16	%	(13)	bps
Efficiency ratio	42.28		42.80		43.44		43.93		39.76		(52)	bps			252	bps			42.54		40.62		192	bps
Loan-to-deposit ratio (period-end balances)	141.41		143.98		146.09		145.77		150.41		(257)	bps			(900)	bps			141.41		150.41		(900)	bps
Loan-to-deposit ratio (average balances)	148.15		145.05		147.64		150.96		160.89		310	bps			(1,274)	bps			146.57		156.99		(1,042)	bps
Return on average total tangible assets	1.52		1.50		1.48		1.39		1.59		2	bps			(7)	bps			1.51		1.62		(11)	bps

1 Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - NON-CORE

(dollars in millions)


	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
NON-CORE											2Q24 Change												2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
											$/bps		%		$/bps		%						$/bps		%
Net interest income	($31)		($37)		($45)		($41)		($28)		$6		16	%	($3)		(11	%)	($68)		($43)		($25)		(58	%)
Noninterest income	—		—		—		—		—		—		—		—		—		—		—		—		—
Total revenue	(31)		(37)		(45)		(41)		(28)		6		16		(3)		(11)		(68)		(43)		(25)		(58)
Noninterest expense	26		25		28		30		33		1		4		(7)		(21)		51		65		(14)		(22)
Profit (loss) before credit losses	(57)		(62)		(73)		(71)		(61)		5		8		4		7		(119)		(108)		(11)		(10)
Net charge offs	10		19		24		20		13		(9)		(47)		(3)		(23)		29		34		(5)		(15)
Income (loss) before income tax expense (benefit)	(67)		(81)		(97)		(91)		(74)		14		17		7		9		(148)		(142)		(6)		(4)
Income tax expense (benefit)	(17)		(21)		(25)		(24)		(19)		4		19		2		11		(38)		(37)		(1)		(3)
Net income (loss)	($50)		($60)		($72)		($67)		($55)		$10		17	%	$5		9	%	($110)		($105)		($5)		(5	%)
AVERAGE BALANCES
Total assets	$9,418		$10,554		$11,776		$13,113		$14,456		($1,136)		(11	%)	($5,038)		(35	%)	$9,986		$15,068		($5,082)		(34	%)
Total loans and leases1	9,376		10,507		11,701		13,010		14,395		(1,131)		(11)		(5,019)		(35)		9,942		15,004		(5,062)		(34)
Interest-earning assets	9,376		10,507		11,726		13,010		14,395		(1,131)		(11)		(5,019)		(35)		9,942		15,004		(5,062)		(34)
KEY METRICS
Net interest margin	(1.36)	%	(1.41)	%	(1.54)	%	(1.24)	%	(0.77)	%	5	bps			(59)	bps			(1.38)	%	(0.57)	%	(81)	bps

Return on average total tangible assets	(2.14)		(2.30)		(2.42)		(2.03)		(1.53)		16	bps			(61)	bps			(2.22)		(1.41)		(81)	bps

1 Includes loans held for sale.

SEGMENT FINANCIAL HIGHLIGHTS - OTHER

(dollars in millions)


	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
OTHER1						2Q24 Change								2024 Change
	2Q24	1Q24	4Q23	3Q23	2Q23	1Q24			2Q23			2024	2023	2023
						$	%		$	%				$	%
Net interest income	($173)	($128)	($104)	($64)	$9	($45)	(35	%)	($182)	NM		($301)	$59	($360)	NM
Noninterest income	34	32	39	34	31	2	6		3	10		66	59	7	12
Total revenue	(139)	(96)	(65)	(30)	40	(43)	(45)		(179)	NM		(235)	118	(353)	NM
Noninterest expense	49	113	355	33	83	(64)	(57)		(34)	(41)		162	159	3	2
Profit (loss) before provision (benefit) for credit losses	(188)	(209)	(420)	(63)	(43)	21	10		(145)	NM		(397)	(41)	(356)	NM
Provision (benefit) for credit losses	(2)	(10)	—	18	24	8	80		(26)	NM		(12)	61	(73)	NM
Income (loss) before income tax expense (benefit)	(186)	(199)	(420)	(81)	(67)	13	7		(119)	(178)		(385)	(102)	(283)	NM
Income tax expense (benefit)	(73)	(62)	(143)	(42)	(38)	(11)	(18)		(35)	(92)		(135)	(58)	(77)	(133)
Net income (loss)	($113)	($137)	($277)	($39)	($29)	$24	18	%	($84)	NM		($250)	($44)	($206)	NM
AVERAGE BALANCES
Total assets	$66,551	$66,283	$65,785	$59,088	$57,788	$268	—	%	$8,763	15	%	$66,417	$57,028	$9,389	16	%
Total loans and leases2	789	754	729	766	748	35	5		41	5		771	762	9	1
Deposits	8,989	10,173	11,692	11,250	11,908	(1,184)	(12)		(2,919)	(25)		9,581	10,863	(1,282)	(12)
Interest-earning assets	54,089	53,976	53,604	47,035	45,482	113	—		8,607	19		54,033	45,018	9,015	20

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

2 Includes loans held for sale.

CREDIT-RELATED INFORMATION

(dollars in millions)


	AS OF										JUNE 30, 2024 CHANGE
	June 30, 2024		Mar 31, 2024		Dec 31, 2023		Sept 30, 2023		June 30, 2023		Mar 31, 2024				June 30, 2023
											$/bps/%		%		$/bps/%		%
NONACCRUAL LOANS AND LEASES
Commercial and industrial1	$261		$294		$297		$245		$283		($33)		(11	%)	($22)		(8	%)
Commercial real estate	678		597		477		470		352		81		14		326		93

Total commercial	939		891		774		715		635		48		5		304		48
Residential mortgages2	153		174		177		190		201		(21)		(12)		(48)		(24)
Home equity	279		288		285		268		251		(9)		(3)		28		11
Automobile	44		47		61		62		51		(3)		(6)		(7)		(14)
Education	52		29		28		23		22		23		79		30		136
Other retail	60		40		39		38		31		20		50		29		94
Total retail	588		578		590		581		556		10		2		32		6
Nonaccrual loans and leases	1,527		1,469		1,364		1,296		1,191		58		4		336		28
Repossessed assets	13		14		14		15		11		(1)		(7)		2		18
Nonaccrual loans and leases and repossessed assets	$1,540		$1,483		$1,378		$1,311		$1,202		$57		4	%	$338		28	%
NONACCRUAL LOANS AND LEASES BY PRODUCT3
Commercial	$939		$891		$774		$715		$635		$48		5	%	$304		48	%
Retail	601		592		604		596		567		9		2		34		6
Total nonaccrual loans and leases	$1,540		$1,483		$1,378		$1,311		$1,202		$57		4	%	$338		28	%
ASSET QUALITY RATIOS
Allowance for loan and lease losses to loans and leases	1.50	%	1.46	%	1.44	%	1.39	%	1.35	%	4	bps			15	bps
Allowance for credit losses to loans and leases	1.63		1.61		1.59		1.55		1.52		2				11
Allowance for loan and lease losses to nonaccrual loans and leases	139		142		154		160		172		(3	%)			(33	%)
Allowance for credit losses to nonaccrual loans and leases	151		157		170		179		193		(6	%)			(42	%)
Nonaccrual loans and leases to loans and leases	1.08		1.02		0.93		0.87		0.79		6	bps			29	bps

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.

2Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing.

3Nonaccrual loans and leases by product includes repossessed assets.

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)


	AS OF					JUNE 30, 2024 CHANGE
	June 30, 2024	Mar 31, 2024	Dec 31, 2023	Sept 30, 2023	June 30, 2023	Mar 31, 2024			June 30, 2023
						$/bps	%		$/bps	%
LOANS AND LEASES 90 DAYS OR MORE PAST DUE AND ACCRUING
Commercial and industrial1	$7	$23	$6	$4	$2	($16)	(70	%)	$5	250	%
Commercial real estate	36	39	40	3	—	(3)	(8)		36	100

Total commercial	43	62	46	7	2	(19)	(31)		41	NM
Residential mortgages2	182	209	256	217	257	(27)	(13)		(75)	(29)
Home equity	—	—	—	—	—	—	—		—	—
Automobile	—	—	—	—	—	—	—		—	—
Education	2	2	2	3	3	—	—		(1)	(33)
Other retail	1	27	29	21	20	(26)	(96)		(19)	(95)
Total retail	185	238	287	241	280	(53)	(22)		(95)	(34)
Total loans and leases	$228	$300	$333	$248	$282	($72)	(24	%)	($54)	(19	%)

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.

2 90+ days past due and accruing includes $168 million, $202 million, $243 million, $216 million, and $256 million of loans fully or partially guaranteed by the FHA, VA, and USDA for June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023 and June 30, 2023, respectively.

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)


	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q24 Change								2024 Change
	2Q24	1Q24	4Q23	3Q23	2Q23	1Q24			2Q23			2024	2023	2023
						$	%		$	%				$	%
CHARGE-OFFS, RECOVERIES AND RELATED RATIOS
GROSS CHARGE-OFFS
Commercial and industrial1	$14	$14	$24	$25	$17	$—	—	%	($3)	(18)		$28	$72	($44)	(61	%)
Commercial real estate	86	88	49	49	62	(2)	(2)		24	39		174	66	108	164

Total commercial	100	102	73	74	79	(2)	(2)		21	27		202	138	64	46
Residential mortgages	1	2	3	1	1	(1)	(50)		—	—		3	2	1	50
Home equity	4	4	4	3	3	—	—		1	33		8	5	3	60
Automobile	19	28	31	28	24	(9)	(32)		(5)	(21)		47	54	(7)	(13)
Education	31	32	35	27	26	(1)	(3)		5	19		63	49	14	29
Other retail	68	63	60	58	56	5	8		12	21		131	112	19	17
Total retail	123	129	133	117	110	(6)	(5)		13	12		252	222	30	14
Total gross charge-offs	$223	$231	$206	$191	$189	($8)	(3	%)	$34	18	%	$454	$360	$94	26	%
GROSS RECOVERIES
Commercial and industrial1	$4	$17	$3	$3	$3	($13)	(76	%)	$1	33	%	$21	$9	$12	133	%
Commercial real estate	—	—	1	1	—	—	—		—	—		—	1	(1)	(100)

Total commercial	4	17	4	4	3	(13)	(76)		1	33		21	10	11	110
Residential mortgages	1	1	1	2	1	—	—		—	—		2	1	1	100
Home equity	7	6	5	6	6	1	17		1	17		13	11	2	18
Automobile	15	14	14	13	16	1	7		(1)	(6)		29	31	(2)	(6)
Education	5	5	5	5	4	—	—		1	25		10	9	1	11
Other retail	7	7	6	8	7	—	—		—	—		14	13	1	8
Total retail	35	33	31	34	34	2	6		1	3		68	65	3	5
Total gross recoveries	$39	$50	$35	$38	$37	($11)	(22	%)	$2	5	%	$89	$75	$14	19	%
NET CHARGE-OFFS (RECOVERIES)
Commercial and industrial1	$10	($3)	$21	$22	$14	$13	NM		($4)	(29)		$7	$63	($56)	(89)
Commercial real estate	86	88	48	48	62	(2)	(2)		24	39		174	65	109	168

Total commercial	96	85	69	70	76	11	13		20	26		181	128	53	41
Residential mortgages	—	1	2	(1)	—	(1)	(100)		—	—		1	1	—	—
Home equity	(3)	(2)	(1)	(3)	(3)	(1)	(50)		—	—		(5)	(6)	1	17
Automobile	4	14	17	15	8	(10)	(71)		(4)	(50)		18	23	(5)	(22)
Education	26	27	30	22	22	(1)	(4)		4	18		53	40	13	33
Other retail	61	56	54	50	49	5	9		12	24		117	99	18	18
Total retail	88	96	102	83	76	(8)	(8)		12	16		184	157	27	17
Total net charge-offs	$184	$181	$171	$153	$152	$3	2	%	$32	21	%	$365	$285	$80	28	%

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)


	QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
											2Q24 Change												2024 Change
	2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
											$/bps		%		$/bps		%						$/bps		%
ANNUALIZED NET CHARGE-OFF (RECOVERY) RATES
Commercial and industrial1	0.09	%	(0.03	%)	0.18	%	0.18	%	0.11	%	12	bps			(2)	bps			0.03	%	0.24	%	(21)	bps
Commercial real estate	1.20		1.22		0.66		0.65		0.86		(2)				34				1.21		0.46		75

Total commercial	0.53		0.47		0.36		0.35		0.38		6				15				0.50		0.32		18
Residential mortgages	—		0.01		0.02		(0.02)		—		(1)				—				—		—		—
Home equity	(0.07)		(0.06)		(0.04)		(0.08)		(0.08)		(1)				1				(0.06)		(0.08)		2
Automobile	0.27		0.73		0.77		0.60		0.30		(46)				(3)				0.52		0.41		11
Education	0.93		0.92		1.00		0.72		0.68		1				25				0.92		0.63		29
Other retail	4.98		4.56		4.13		3.95		3.84		42				114				4.77		3.83		94
Total retail	0.51		0.54		0.56		0.46		0.41		(3)				10				0.52		0.43		9
Total loans and leases	0.52	%	0.50	%	0.46	%	0.40	%	0.40	%	2	bps			12	bps			0.51	%	0.37	%	14	bps
Memo: Average loans
Commercial and industrial1	$44,381		$44,577		$46,618		$48,908		$51,122		($196)		—	%	($6,741)		(13	%)	$44,479		$52,269		($7,790)		(15	%)
Commercial real estate	28,574		29,265		29,460		29,353		29,115		(691)		(2)		(541)		(2)		28,920		29,004		(84)		—

Total commercial	72,955		73,842		76,078		78,261		80,237		(887)		(1)		(7,282)		(9)		73,399		81,273		(7,874)		(10)
Residential mortgages	31,633		31,384		31,146		30,838		30,566		249		1		1,067		3		31,508		30,322		1,186		4
Home equity	15,343		15,080		14,889		14,589		14,340		263		2		1,003		7		15,212		14,207		1,005		7
Automobile	6,807		7,758		8,752		9,849		10,997		(951)		(12)		(4,190)		(38)		7,282		11,465		(4,183)		(36)
Education	11,447		11,816		11,971		12,147		12,430		(369)		(3)		(983)		(8)		11,632		12,612		(980)		(8)
Other retail	4,882		4,942		5,133		5,107		5,155		(60)		(1)		(273)		(5)		4,912		5,222		(310)		(6)
Total retail	70,112		70,980		71,891		72,530		73,488		(868)		(1)		(3,376)		(5)		70,546		73,828		(3,282)		(4)
Total loans and leases	$143,067		$144,822		$147,969		$150,791		$153,725		($1,755)		(1	%)	($10,658)		(7	%)	$143,945		$155,101		($11,156)		(7	%)

1Effective for the first quarter of 2024, the Company's lease portfolio is included in Commercial and industrial. Prior period results have been revised to conform to the new presentation.

CREDIT-RELATED INFORMATION, CONTINUED

(dollars in millions)


	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q24 Change								2024 Change
	2Q24	1Q24	4Q23	3Q23	2Q23	1Q24			2Q23			2024	2023	2023
						$	%		$	%				$	%
SUMMARY OF CHANGES IN THE COMPONENTS OF THE ALLOWANCE FOR CREDIT LOSSES
Allowance for loan and lease losses - beginning	$2,086	$2,098	$2,080	$2,044	$2,017	($12)	(1	%)	$69	3	%	$2,098	$1,983	$115	6	%









Charge-offs:
Commercial	100	102	73	74	79	(2)	(2)		21	27		202	138	64	46
Retail	123	129	133	117	110	(6)	(5)		13	12		252	222	30	14
Total charge-offs	223	231	206	191	189	(8)	(3)		34	18		454	360	94	26
Recoveries:
Commercial	4	17	4	4	3	(13)	(76)		1	33		21	10	11	110
Retail	35	33	31	34	34	2	6		1	3		68	65	3	5
Total recoveries	39	50	35	38	37	(11)	(22)		2	5		89	75	14	19
Net charge-offs	184	181	171	153	152	3	2		32	21		365	285	80	28
Provision (benefit) for loan and lease losses:
Commercial	144	69	86	146	122	75	109		22	18		213	225	(12)	(5)
Retail	79	100	103	43	57	(21)	(21)		22	39		179	121	58	48
Total provision (benefit) for loan and lease losses	223	169	189	189	179	54	32		44	25		392	346	46	13
Allowance for loan and lease losses - ending	$2,125	$2,086	$2,098	$2,080	$2,044	$39	2	%	$81	4	%	$2,125	$2,044	$81	4	%

Allowance for unfunded lending commitments - beginning	$222	$220	$238	$255	$258	$2	1	%	($36)	(14	%)	$220	$257	($37)	(14	%)


Provision (benefit) for unfunded lending commitments	(41)	2	(18)	(17)	(3)	(43)	NM		(38)	NM		(39)	(2)	(37)	NM
Allowance for unfunded lending commitments - ending	$181	$222	$220	$238	$255	($41)	(18	%)	($74)	(29)		$181	$255	($74)	(29)
Total allowance for credit losses - ending	$2,306	$2,308	$2,318	$2,318	$2,299	($2)	—	%	$7	—	%	$2,306	$2,299	$7	—	%

Memo: Total allowance for credit losses by product
Commercial	$1,429	$1,425	$1,425	$1,425	$1,370	$4	—	%	$59	4	%	$1,429	$1,370	$59	4	%
Retail	877	883	893	893	929	(6)	(1)		(52)	(6)		877	929	(52)	(6)
Total allowance for credit losses	$2,306	$2,308	$2,318	$2,318	$2,299	($2)	—	%	$7	—	%	$2,306	$2,299	$7	—	%

CAPITAL AND RATIOS

(dollars in millions)


	AS OF																FOR THE SIX MONTHS ENDED JUNE 30,
											JUNE 30, 2024 CHANGE								2024 Change
	June 30, 2024		Mar 31, 2024		Dec 31, 2023		Sept 30, 2023		June 30, 2023		Mar 31, 2024			June 30, 2023			2024	2023	2023
											$	%		$	%				$	%
CAPITAL RATIOS AND COMPONENTS (PRELIMINARY)
CET1 capital	$18,086		$18,090		$18,358		$18,360		$18,381		($4)	—	%	($295)	(2	%)
Tier 1 capital	20,198		20,104		20,372		20,374		20,395		94	—		(197)	(1)
Total capital	23,551		23,466		23,608		23,682		23,748		85	—		(197)	(1)
Risk-weighted assets	168,393		170,125		172,601		176,407		179,034		(1,732)	(1)		(10,641)	(6)
Adjusted average assets1	214,574		216,001		219,591		215,877		217,264		(1,427)	(1)		(2,690)	(1)
CET1 capital ratio	10.7	%	10.6	%	10.6	%	10.4	%	10.3	%
Tier 1 capital ratio	12.0		11.8		11.8		11.5		11.4
Total capital ratio	14.0		13.8		13.7		13.4		13.3
Tier 1 leverage ratio	9.4		9.3		9.3		9.4		9.4
TANGIBLE COMMON EQUITY (PERIOD-END)
Common stockholders' equity	$21,757		$21,747		$22,329		$20,864		$21,571		$10	—	%	$186	1	%	$21,757	$21,571	$186	1	%
Less: Goodwill	8,187		8,188		8,188		8,188		8,188		(1)	—		(1)	—		8,187	8,188	(1)	—
Less: Other intangible assets	139		148		157		167		175		(9)	(6)		(36)	(21)		139	175	(36)	(21)
Add: Deferred tax liabilities2	435		433		433		421		422		2	—		13	3		435	422	13	3
Total tangible common equity	$13,866		$13,844		$14,417		$12,930		$13,630		$22	—	%	$236	2	%	$13,866	$13,630	$236	2	%
TANGIBLE COMMON EQUITY (AVERAGE)
Common stockholders' equity	$21,427		$21,700		$21,209		$21,177		$22,289		($273)	(1	%)	($862)	(4	%)	$21,563	$21,997	($434)	(2	%)
Less: Goodwill	8,188		8,188		8,188		8,188		8,182		—	—		6	—		8,188	8,179	9	—
Less: Other intangible assets	144		153		163		173		181		(9)	(6)		(37)	(20)		149	186	(37)	(20)
Add: Deferred tax liabilities2	432		433		421		422		422		(1)	—		10	2		433	421	12	3
Total tangible common equity	$13,527		$13,792		$13,279		$13,238		$14,348		($265)	(2	%)	($821)	(6	%)	$13,659	$14,053	($394)	(3	%)
INTANGIBLE ASSETS (PERIOD-END)
Goodwill	$8,187		$8,188		$8,188		$8,188		$8,188		($1)	—	%	($1)	—	%	$8,187	$8,188	($1)	—	%
Other intangible assets	139		148		157		167		175		(9)	(6)		(36)	(21)		139	175	(36)	(21)
Total intangible assets	$8,326		$8,336		$8,345		$8,355		$8,363		($10)	—	%	($37)	—	%	$8,326	$8,363	($37)	—	%

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

(dollars in millions, except per share 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.

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.

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED (dollars in millions, except per share data)


		QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
							2Q24 Change								2024 Change
		2Q24	1Q24	4Q23	3Q23	2Q23	1Q24			2Q23			2024	2023	2023
							$	%		$	%				$	%
Noninterest income, Underlying:
Noninterest income (GAAP)	A	$553	$517	$500	$492	$506	$36	7	%	$47	9	%	$1,070	$991	$79	8	%
Less: Notable items		4	3	—	—	—	1	33		4	100		7	—	7	100
Noninterest income, Underlying (non-GAAP)	B	$549	$514	$500	$492	$506	$35	7	%	$43	8	%	$1,063	$991	$72	7	%
Total revenue, Underlying:
Total revenue (GAAP)	C	$1,963	$1,959	$1,988	$2,014	$2,094	$4	—	%	($131)	(6	%)	$3,922	$4,222	($300)	(7	%)
Less: Notable items		4	3	—	—	—	1	33		4	100		7	—	7	100
Total revenue, Underlying (non-GAAP)	D	$1,959	$1,956	$1,988	$2,014	$2,094	$3	—	%	($135)	(6	%)	$3,915	$4,222	($307)	(7	%)
Noninterest expense, Underlying:
Noninterest expense (GAAP)	E	$1,301	$1,358	$1,612	$1,293	$1,306	($57)	(4	%)	($5)	—	%	$2,659	$2,602	$57	2	%
Less: Notable items		36	85	345	22	73	(49)	(58)		(37)	(51)		121	139	(18)	(13)
Noninterest expense, Underlying (non-GAAP)	F	$1,265	$1,273	$1,267	$1,271	$1,233	($8)	(1	%)	$32	3	%	$2,538	$2,463	$75	3	%
Pre-provision profit:
Total revenue (GAAP)	C	$1,963	$1,959	$1,988	$2,014	$2,094	$4	—	%	($131)	(6	%)	$3,922	$4,222	($300)	(7	%)
Less: Noninterest expense (GAAP)	E	1,301	1,358	1,612	1,293	1,306	(57)	(4)		(5)	—		2,659	2,602	57	2
Pre-provision profit (non-GAAP)		$662	$601	$376	$721	$788	$61	10	%	($126)	(16	%)	$1,263	$1,620	($357)	(22	%)
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	D	$1,959	$1,956	$1,988	$2,014	$2,094	$3	—	%	($135)	(6	%)	$3,915	$4,222	($307)	(7	%)
Less: Noninterest expense, Underlying (non-GAAP)	F	1,265	1,273	1,267	1,271	1,233	(8)	(1)		32	3		2,538	2,463	75	3
Pre-provision profit, Underlying (non-GAAP)		$694	$683	$721	$743	$861	$11	2	%	($167)	(19	%)	$1,377	$1,759	($382)	(22	%)




Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	G	$480	$430	$205	$549	$612	$50	12	%	($132)	(22	%)	$910	$1,276	($366)	(29	%)
Less: Income (expense) before income tax expense (benefit) related to notable items		(32)	(82)	(345)	(22)	(73)	50	61		41	56		(114)	(139)	25	18
Income before income tax expense, Underlying (non-GAAP)	H	$512	$512	$550	$571	$685	$—	—	%	($173)	(25	%)	$1,024	$1,415	($391)	(28	%)
Income tax expense, Underlying:
Income tax expense (GAAP)	I	$88	$96	$16	$119	$134	($8)	(8	%)	($46)	(34	%)	$184	$287	($103)	(36	%)
Less: Income tax expense (benefit) related to notable items		(16)	(21)	(108)	(4)	(20)	5	24		4	20		(37)	(37)	—	—
Income tax expense, Underlying (non-GAAP)	J	$104	$117	$124	$123	$154	($13)	(11	%)	($50)	(32	%)	$221	$324	($103)	(32	%)
Net income, Underlying:
Net income (GAAP)	K	$392	$334	$189	$430	$478	$58	17	%	($86)	(18	%)	$726	$989	($263)	(27	%)
Add: Notable items, net of income tax benefit		16	61	237	18	53	(45)	(74)		(37)	(70)		77	102	(25)	(25)
Net income, Underlying (non-GAAP)	L	$408	$395	$426	$448	$531	$13	3	%	($123)	(23	%)	$803	$1,091	($288)	(26	%)
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	M	$357	$304	$159	$400	$444	$53	17	%	($87)	(20	%)	$661	$932	($271)	(29	%)
Add: Notable items, net of income tax benefit		16	61	237	18	53	(45)	(74)		(37)	(70)		77	102	(25)	(25)
Net income available to common stockholders, Underlying (non-GAAP)	N	$373	$365	$396	$418	$497	$8	2	%	($124)	(25	%)	$738	$1,034	($296)	(29	%)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(dollars in millions, except per share data)


		QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
												2Q24 Change												2024 Change
		2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
												$/bps		%		$/bps		%						$/bps		%
Operating leverage:
Total revenue (GAAP)	C	$1,963		$1,959		$1,988		$2,014		$2,094		$4		0.27	%	($131)		(6.26	%)	$3,922		$4,222		($300)		(7.12	%)
Less: Noninterest expense (GAAP)	E	1,301		1,358		1,612		1,293		1,306		(57)		(4.15)		(5)		(0.36)		2,659		2,602		57		2.19
Operating leverage														4.42	%			(5.90	%)							(9.31	%)
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	D	$1,959		$1,956		$1,988		$2,014		$2,094		$3		0.17	%	($135)		(6.48	%)	$3,915		$4,222		($307)		(7.29	%)
Less: Noninterest expense, Underlying (non-GAAP)	F	1,265		1,273		1,267		1,271		1,233		(8)		(0.54)		32		2.63		2,538		2,463		75		3.01
Operating leverage, Underlying (non-GAAP)														0.71	%			(9.11	%)							(10.30	%)
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	E/C	66.27	%	69.33	%	81.13	%	64.21	%	62.34	%	(306)	bps			393	bps			67.79	%	61.62	%	617	bps
Efficiency ratio, Underlying (non-GAAP)	F/D	64.59		65.05		63.77		63.08		58.86		(46)	bps			573	bps			64.82		58.34		648	bps
Noninterest income as a % of total revenue, Underlying:
Noninterest income as a % of total revenue	A/C	28.16	%	26.41	%	25.16	%	24.44	%	24.14	%	175	bps			402	bps			27.29	%	23.47	%	382	bps
Noninterest income as a % of total revenue, Underlying	B/D	28.00		26.32		25.16		24.44		24.14		168	bps			386	bps			27.16		23.47		369	bps
Effective income tax rate and effective income tax rate, Underlying:
Effective income tax rate	I/G	18.49	%	22.28	%	7.59	%	21.51	%	22.09	%	(379)	bps			(360)	bps			20.28	%	22.55	%	(227)	bps
Effective income tax rate, Underlying (non-GAAP)	J/H	20.33		22.84		22.25		21.69		22.51		(251)	bps			(218)	bps			21.59		22.89		(130)	bps
Return on average common equity and return on average common equity, Underlying:
Average common equity (GAAP)	O	$21,427		$21,700		$21,209		$21,177		$22,289		($273)		(1	%)	($862)		(4	%)	$21,563		$21,997		($434)		(2	%)
Return on average common equity	M/O	6.70	%	5.63	%	2.96	%	7.50	%	8.00	%	107	bps			(130)	bps			6.16	%	8.54	%	(238)	bps
Return on average common equity, Underlying (non-GAAP)	N/O	7.00		6.77		7.41		7.82		8.97		23	bps			(197)	bps			6.88		9.48		(260)	bps
Return on average tangible common equity and return on average tangible common equity, Underlying:
Average common equity (GAAP)	O	$21,427		$21,700		$21,209		$21,177		$22,289		($273)		(1	%)	($862)		(4	%)	$21,563		$21,997		($434)		(2	%)
Less: Average goodwill (GAAP)		8,188		8,188		8,188		8,188		8,182		—		—		6		—		8,188		8,179		9		—
Less: Average other intangibles (GAAP)		144		153		163		173		181		(9)		(6)		(37)		(20)		149		186		(37)		(20)
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		432		433		421		422		422		(1)		—		10		2		433		421		12		3
Average tangible common equity	P	$13,527		$13,792		$13,279		$13,238		$14,348		($265)		(2	%)	($821)		(6	%)	$13,659		$14,053		($394)		(3	%)
Return on average tangible common equity	M/P	10.61	%	8.86	%	4.72	%	12.00	%	12.42	%	175	bps			(181)	bps			9.73	%	13.37	%	(364)	bps
Return on average tangible common equity, Underlying (non-GAAP)	N/P	11.09		10.65		11.84		12.51		13.93		44	bps			(284)	bps			10.87		14.84		(397)	bps
Return on average total assets and return on average total assets, Underlying:
Average total assets (GAAP)	Q	$219,222		$220,770		$223,653		$220,162		$222,373		($1,548)		(1	%)	($3,151)		(1	%)	$219,996		$222,541		($2,545)		(1	%)
Return on average total assets	K/Q	0.72	%	0.61	%	0.33	%	0.78	%	0.86	%	11	bps			(14)	bps			0.66	%	0.90	%	(24)	bps
Return on average total assets, Underlying (non-GAAP)	L/Q	0.75		0.72		0.76		0.81		0.96		3	bps			(21)	bps			0.73		0.99		(26)	bps

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(dollars in millions, except per share data)


		QUARTERLY TRENDS																		FOR THE SIX MONTHS ENDED JUNE 30,
												2Q24 Change												2024 Change
		2Q24		1Q24		4Q23		3Q23		2Q23		1Q24				2Q23				2024		2023		2023
												$/bps		%		$/bps		%						$/bps		%
Return on average total tangible assets and return on average total tangible assets, Underlying:
Average total assets (GAAP)	Q	$219,222		$220,770		$223,653		$220,162		$222,373		($1,548)		(1	%)	($3,151)		(1	%)	$219,996		$222,541		($2,545)		(1	%)
Less: Average goodwill (GAAP)		8,188		8,188		8,188		8,188		8,182		—		—		6		—		8,188		8,179		9		—
Less: Average other intangibles (GAAP)		144		153		163		173		181		(9)		(6)		(37)		(20)		149		186		(37)		(20)
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		432		433		421		422		422		(1)		—		10		2		433		421		12		3
Average tangible assets	R	$211,322		$212,862		$215,723		$212,223		$214,432		($1,540)		(1	%)	($3,110)		(1	%)	$212,092		$214,597		($2,505)		(1	%)
Return on average total tangible assets	K/R	0.75	%	0.63	%	0.35	%	0.81	%	0.89	%	12	bps			(14)	bps			0.69	%	0.93	%	(24)	bps
Return on average total tangible assets, Underlying (non-GAAP)	L/R	0.78		0.75		0.78		0.84		0.99		3	bps			(21)	bps			0.76		1.03		(27)	bps
Tangible book value per common share:
Common shares - at period-end (GAAP)	S	452,961,853		458,485,032		466,418,055		466,221,795		474,682,759		(5,523,179)		(1	%)	(21,720,906)		(5	%)	452,961,853		474,682,759		(21,720,906)		(5	%)
Common stockholders' equity (GAAP)		$21,757		$21,747		$22,329		$20,864		$21,571		$10		—		$186		1		$21,757		$21,571		$186		1
Less: Goodwill (GAAP)		8,187		8,188		8,188		8,188		8,188		(1)		—		(1)		—		8,187		8,188		(1)		—
Less: Other intangible assets (GAAP)		139		148		157		167		175		(9)		(6)		(36)		(21)		139		175		(36)		(21)
Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP)		435		433		433		421		422		2		—		13		3		435		422		13		3
Tangible common equity	T	$13,866		$13,844		$14,417		$12,930		$13,630		$22		—	%	$236		2	%	$13,866		$13,630		$236		2	%
Tangible book value per common share	T/S	$30.61		$30.19		$30.91		$27.73		$28.72		$0.42		1	%	$1.89		7	%	$30.61		$28.72		$1.89		7	%
Net income per average common share - basic and diluted and net income per average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	U	454,142,489		461,358,681		466,234,324		469,481,085		479,470,543		(7,216,192)		(2	%)	(25,328,054)		(5	%)	457,750,585		482,440,926		(24,690,341)		(5	%)
Average common shares outstanding - diluted (GAAP)	V	456,561,022		463,797,964		468,159,167		471,183,719		480,975,281		(7,236,942)		(2)		(24,414,259)		(5)		460,009,546		484,252,103		(24,242,557)		(5)
Net income per average common share - basic (GAAP)	M/U	$0.79		$0.66		$0.34		$0.85		$0.93		$0.13		20		($0.14)		(15)		$1.44		$1.93		($0.49)		(25)
Net income per average common share - diluted (GAAP)	M/V	0.78		0.65		0.34		0.85		0.92		0.13		20		(0.14)		(15)		1.44		1.92		(0.48)		(25)
Net income per average common share - basic, Underlying (non-GAAP)	N/U	0.82		0.79		0.85		0.89		1.04		0.03		4		(0.22)		(21)		1.61		2.14		(0.53)		(25)
Net income per average common share - diluted, Underlying (non-GAAP)	N/V	0.82		0.79		0.85		0.89		1.04		0.03		4		(0.22)		(21)		1.60		2.14		(0.54)		(25)
Dividend payout ratio and dividend payout ratio, Underlying:
Cash dividends declared and paid per common share	W	$0.42		$0.42		$0.42		$0.42		$0.42		$—		—	%	$—		—	%	$0.84		$0.84		$—		—	%
Dividend payout ratio	W/(M/U)	53	%	64	%	124	%	49	%	45	%	(1,048) bps				816 bps				58	%	44	%	1,433 bps
Dividend payout ratio, Underlying (non-GAAP)	W/(N/U)	51		53		49		47		40		(200) bps				1,100 bps				52		39		1,300 bps

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS, CONTINUED

(dollars in millions, except per share data)


	QUARTERLY TRENDS											FOR THE SIX MONTHS ENDED JUNE 30,
						2Q24 Change								2024 Change
	2Q24	1Q24	4Q23	3Q23	2Q23	1Q24			2Q23			2024	2023	2023
						$	%		$	%				$/bps	%
Card fees, Underlying:
Card fees (GAAP)	$92	$86	$70	$74	$80	$6	7	%	$12	15	%	$178	$152	$26	17	%
Less: Notable items	4	3	—	—	—	1	33		4	100		7	—	7	100
Card fees, Underlying (non-GAAP)	$88	$83	$70	$74	$80	$5	6	%	$8	10	%	$171	$152	$19	13	%








Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$645	$691	$667	$659	$615	($46)	(7	%)	$30	5	%	$1,336	$1,273	$63	5	%
Less: Notable items	8	17	32	5	14	(9)	(53)		(6)	(43)		25	30	(5)	(17)
Salaries and employee benefits, Underlying (non-GAAP)	$637	$674	$635	$654	$601	($37)	(5	%)	$36	6	%	$1,311	$1,243	$68	5	%
Equipment and software, Underlying:
Equipment and software (GAAP)	$190	$192	$215	$191	$181	($2)	(1	%)	$9	5	%	$382	$350	$32	9	%
Less: Notable items	4	8	37	6	4	(4)	(50)		—	—		12	8	4	50
Equipment and software, Underlying (non-GAAP)	$186	$184	$178	$185	$177	$2	1	%	$9	5	%	$370	$342	$28	8	%
Outside services, Underlying:
Outside services (GAAP)	$165	$158	$174	$160	$177	$7	4	%	($12)	(7	%)	$323	$353	($30)	(8	%)
Less: Notable items	10	12	13	7	21	(2)	(17)		(11)	(52)		22	48	(26)	(54)
Outside services, Underlying (non-GAAP)	$155	$146	$161	$153	$156	$9	6	%	($1)	(1	%)	$301	$305	($4)	(1	%)
Occupancy, Underlying:
Occupancy (GAAP)	$113	$114	$125	$107	$136	($1)	(1	%)	($23)	(17	%)	$227	$260	($33)	(13	%)
Less: Notable items	6	7	20	2	30	(1)	(14)		(24)	(80)		13	48	(35)	(73)
Occupancy, Underlying (non-GAAP)	$107	$107	$105	$105	$106	$—	—	%	$1	1	%	$214	$212	$2	1	%
Other operating expense, Underlying:
Other operating expense (GAAP)	$188	$203	$431	$176	$197	($15)	(7	%)	($9)	(5	%)	$391	$366	$25	7	%
Less: Notable items	8	41	243	2	4	(33)	(80)		4	100		49	5	44	NM
Other operating expense, Underlying (non-GAAP)	$180	$162	$188	$174	$193	$18	11	%	($13)	(7	%)	$342	$361	($19)	(5	%)

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS

(dollars in millions)


		SECOND QUARTER 2024									FIRST QUARTER 2024

		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$296		$259		($50)		($113)	$392		$272		$259		($60)		($137)	$334
Less: Preferred stock dividends		—		—		—		35	35		—		—		—		30	30
Net income (loss) available to common stockholders	B	$296		$259		($50)		($148)	$357		$272		$259		($60)		($167)	$304
Return on average total tangible assets:
Average total assets (GAAP)		$74,295		$68,958		$9,418		$66,551	$219,222		$73,833		$70,100		$10,554		$66,283	$220,770
Less: Average goodwill (GAAP)		542		770		—		6,876	8,188		542		770		—		6,876	8,188
Average other intangibles (GAAP)		87		31		—		26	144		92		33		—		28	153
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		27		9		—		396	432		26		10		—		397	433
Average tangible assets	C	$73,693		$68,166		$9,418		$60,045	$211,322		$73,225		$69,307		$10,554		$59,776	$212,862
Return on average total tangible assets	A/C	1.61	%	1.52	%	(2.14)	%	NM	0.75	%	1.49	%	1.50	%	(2.30)	%	NM	0.63	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$915		$311		$26		$49	$1,301		$903		$317		$25		$113	$1,358
Net interest income (GAAP)		1,120		494		(31)		(173)	1,410		1,093		514		(37)		(128)	1,442
Noninterest income (GAAP)		277		242		—		34	553		258		227		—		32	517
Total revenue (GAAP)	E	$1,397		$736		($31)		($139)	$1,963		$1,351		$741		($37)		($96)	$1,959
Efficiency ratio	D/E	65.49	%	42.28	%	NM		NM	66.27	%	66.87	%	42.80	%	NM		NM	69.33	%


		FOURTH QUARTER 2023									THIRD QUARTER 2023

		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$269		$269		($72)		($277)	$189		$276		$260		($67)		($39)	$430
Less: Preferred stock dividends		—		—		—		30	30		—		—		—		30	30
Net income (loss) available to common stockholders	B	$269		$269		($72)		($307)	$159		$276		$260		($67)		($69)	$400
Return on average total tangible assets:
Average total assets (GAAP)		$73,334		$72,758		$11,776		$65,785	$223,653		$72,964		$74,997		$13,113		$59,088	$220,162
Less: Average goodwill (GAAP)		542		770		—		6,876	8,188		542		770		—		6,876	8,188
Average other intangibles (GAAP)		98		35		—		30	163		103		39		—		31	173
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		26		10		—		385	421		24		12		—		386	422
Average tangible assets	C	$72,720		$71,963		$11,776		$59,264	$215,723		$72,343		$74,200		$13,113		$52,567	$212,223
Return on average total tangible assets	A/C	1.47	%	1.48	%	(2.42)	%	NM	0.35	%	1.51	%	1.39	%	(2.03)	%	NM	0.81	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$905		$324		$28		$355	$1,612		$905		$325		$30		$33	$1,293
Net interest income (GAAP)		1,086		551		(45)		(104)	1,488		1,067		560		(41)		(64)	1,522
Noninterest income (GAAP)		265		196		—		39	500		278		180		—		34	492
Total revenue (GAAP)	E	$1,351		$747		($45)		($65)	$1,988		$1,345		$740		($41)		($30)	$2,014
Efficiency ratio	D/E	67.08	%	43.44	%	NM		NM	81.13	%	67.18	%	43.93	%	NM		NM	64.21	%

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS, CONTINUED

(dollars in millions)


		SECOND QUARTER 2023

		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$257		$305		($55)		($29)	$478
Less: Preferred stock dividends		—		—		—		34	34
Net income (loss) available to common stockholders	B	$257		$305		($55)		($63)	$444
Return on average total tangible assets:
Average total assets (GAAP)		$72,583		$77,546		$14,456		$57,788	$222,373
Less: Average goodwill (GAAP)		540		766		—		6,876	8,182
Average other intangibles (GAAP)		109		41		—		31	181
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		23		11		—		388	422
Average tangible assets	C	$71,957		$76,750		$14,456		$51,269	$214,432
Return on average total tangible assets	A/C	1.43	%	1.59	%	(1.53)	%	NM	0.89	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$875		$315		$33		$83	$1,306
Net interest income (GAAP)		1,023		584		(28)		9	1,588
Noninterest income (GAAP)		268		207		—		31	506
Total revenue (GAAP)	E	$1,291		$791		($28)		$40	$2,094
Efficiency ratio	D/E	67.74	%	39.76	%	NM		NM	62.34	%

NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS - SEGMENTS, CONTINUED

(dollars in millions)


		FOR THE SIX MONTHS ENDED JUNE 30,
		2024									2023
		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated		Consumer Banking		Commercial Banking		Non-Core		Other	Consolidated
Net income (loss) available to common stockholders:
Net income (loss)	A	$568		$518		($110)		($250)	$726		$514		$624		($105)		($44)	$989
Less: Preferred stock dividends		—		—		—		65	65		—		—		—		57	57
Net income (loss) available to common stockholders	B	$568		$518		($110)		($315)	$661		$514		$624		($105)		($101)	$932
Return on average total tangible assets:
Average total assets (GAAP)		$74,064		$69,529		$9,986		$66,417	$219,996		$72,230		$78,215		$15,068		$57,028	$222,541
Less: Average goodwill (GAAP)		542		770		—		6,876	8,188		539		764		—		6,876	8,179
Average other intangibles (GAAP)		90		32		—		27	149		112		42		—		32	186
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP)		27		10		—		396	433		23		12		—		386	421
Average tangible assets	C	$73,459		$68,737		$9,986		$59,910	$212,092		$71,602		$77,421		$15,068		$50,506	$214,597
Return on average total tangible assets	A/C	1.55	%	1.51	%	(2.22)	%	NM	0.69	%	1.45	%	1.62	%	(1.41)	%	NM	0.93	%
Efficiency ratio:
Noninterest expense (GAAP)	D	$1,818		$628		$51		$162	$2,659		$1,732		$646		$65		$159	$2,602
Net interest income (GAAP)		2,213		1,008		(68)		(301)	2,852		2,034		1,181		(43)		59	3,231
Noninterest income (GAAP)		535		469		—		66	1,070		524		408		—		59	991
Total revenue (GAAP)	E	$2,748		$1,477		($68)		($235)	$3,922		$2,558		$1,589		($43)		$118	$4,222
Efficiency ratio	D/E	66.17	%	42.54	%	NM		NM	67.79	%	67.72	%	40.62	%	NM		NM	61.62	%