Page
Forward-Looking Statements                                                  6
  Introduction                                                              7
  Financial Performance                                                     8
Selected Consolidated Financial Data                                       10
Results of Operations                                                      12
  Net Interest Income                                                      12
  Noninterest Income                                                       14
  Noninterest Expense                                                      15
  Provision for Credit Losses                                              16
  Income Tax Expense                                                       16
  Business Operating Segments                                              17
Analysis of Financial Condition                                            18
  Securities                                                               18
  Loans and Leases                                                         19
  Allowance for Credit Losses and Nonaccruing Loans and Leases             19
  Deposits                                                                 22
  Borrowed Funds                                                           22
  Capital and Regulatory Matters                                           

23


  Liquidity                                                                

27


  Off-Balance Sheet Arrangements                                           

30


  Critical Accounting Estimates                                            30
  Risk Governance                                                          32
  Market Risk                                                              32
  Key Performance Metrics, Non-GAAP Financial Measures and
Reconciliations                                                            37




                                              Citizens Financial Group, Inc. | 5

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

Forward-looking statements are based upon the current beliefs and expectations
of management, and on information currently available to management. Our
statements speak as of the date hereof, and we do not assume any obligation to
update these statements or to update the reasons why actual results could differ
from those contained in such statements in light of new information or future
events. We caution you, therefore, against relying on any of these
forward-looking statements. They are neither statements of historical fact nor
guarantees or assurances of future performance. While there is no assurance that
any list of risks and uncertainties or risk factors is complete, important
factors that could cause actual results to differ materially from those in the
forward-looking statements include the following, without limitation:
•            Negative economic and political conditions that adversely affect the
             general economy, housing prices, the job market, consumer confidence
             and spending habits which may affect, among other things, the level
             of nonperforming assets, charge-offs and provision expense;


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


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


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

• Our ability to meet heightened supervisory requirements and expectations;




•            Liabilities and business restrictions resulting from 

litigation and


             regulatory investigations;


•            Our capital and liquidity requirements (including under regulatory
             capital standards, such as the U.S. Basel III capital rules) and our
             ability to generate capital internally or raise capital on favorable
             terms;


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


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


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


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


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

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




In addition to the above factors, we also caution that the actual amounts and
timing of any future common stock dividends or share repurchases will be subject
to various factors, including our capital position, financial performance,
capital impacts of strategic initiatives, market conditions and regulatory and
accounting considerations, as well as any other factors that our Board of
Directors deems relevant in making such a determination. Therefore, there can be
no assurance that we will repurchase shares from or pay any dividends to holders
of our common stock, or as to the amount of any such repurchases or dividends.
Further, statements about the effects of the COVID-19 pandemic on our business,
operations, financial performance and prospects may constitute what is

                                              Citizens Financial Group, Inc. | 6
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reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us.



More information about factors that could cause actual results to differ
materially from those described in the forward-looking statements can be found
in the "Risk Factors" section in Part II, Item 1A of this Report and Part I,
Item 1A. of our Annual Report on Form 10-K for the year ended December 31, 2019.
INTRODUCTION
Citizens Financial Group, Inc. is one of the nation's oldest and largest
financial institutions with $176.7 billion in assets as of March 31, 2020. Our
mission is to help customers, colleagues and communities each reach their
potential by listening to them and understanding their needs in order to offer
tailored advice, ideas and solutions. Headquartered in Providence, Rhode Island,
we offer a broad range of retail and commercial banking products and services to
individuals, small businesses, middle-market companies, large corporations and
institutions. In Consumer Banking, we provide an integrated experience that
includes mobile and online banking, a 24/7 customer contact center as well as
the convenience of approximately 2,800 ATMs and 1,000 branches in 11 states in
the New England, Mid-Atlantic, and Midwest regions. Consumer Banking products
and services include a full range of banking, lending, savings, wealth
management and small business offerings. In Commercial Banking, we offer
corporate, institutional and not-for-profit clients a full range of wholesale
banking products and services including lending and deposits, capital markets,
treasury services, foreign exchange and interest rate products, and asset
finance. More information is available at www.citizensbank.com.
The following MD&A is intended to assist readers in their analysis of the
accompanying unaudited interim Consolidated Financial Statements and
supplemental financial information. It should be read in conjunction with the
unaudited interim Consolidated Financial Statements and Notes to the unaudited
interim Consolidated Financial Statements in Part I, Item 1, as well as other
information contained in this document and our 2019 Form 10-K.
Key Performance Metrics Used by Management and Non-GAAP Financial Measures
As a banking institution, we manage and evaluate various aspects of our results
of operations and our financial condition including the levels and trends of the
line items included in our balance sheet and statement of operations, used in
calculating various key performance metrics commonly used in our industry. We
analyze these key performance metrics and financial trends against our own
historical performance, our budgeted performance and the financial condition and
performance of comparable banking institutions in our region and nationally.
We consider the following key performance metrics when evaluating our
performance and making day-to-day operating decisions, as well as evaluating
capital utilization and adequacy, including:
•      Return on average tangible common equity, which we define as annualized

net income available to common stockholders divided by average common

equity excluding average goodwill (net of related deferred tax liability)

and average other intangibles;

• Efficiency ratio, which we define as the ratio of total noninterest

expense to the sum of net interest income and total noninterest income.

The efficiency ratio helps us to evaluate the efficiency of our operations


       as it helps us monitor how costs are changing compared to income. A
       decrease in the efficiency ratio represents improvement;


•      Operating leverage, which we define as the percent change in total
       revenue, less the percent change in noninterest expense; and


•      CET1 capital ratio, which represents CET1 capital divided by total

risk-weighted assets as defined under the U.S. Basel III Standardized

approach.




This document contains non-GAAP financial measures denoted as "Underlying"
results. Underlying results for any given reporting period exclude certain items
that may occur in that period which Management does not consider indicative of
our on-going financial performance. We believe these non-GAAP financial measures
provide useful information to investors because they are used by 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 and increase comparability of
period-to-period results, and accordingly, are useful to consider in addition to
our GAAP financial results.

                                              Citizens Financial Group, Inc. | 7

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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 measures are denoted throughout our MD&A by the use of the term
Underlying and where there is a reference to Underlying results in a paragraph,
all measures that follow this reference are on the same basis when applicable.
For more information on the computation of key performance metrics and non-GAAP
financial measures, see "-Key Performance Metrics, Non-GAAP Financial Measures
and Reconciliations."
FINANCIAL PERFORMANCE
Net income of $34 million decreased 92% from the first quarter of 2019, with
earnings per diluted common share of $0.03, down $0.89 from $0.92 per diluted
common share in the first quarter of 2019. ROTCE of 0.4% declined from 13.0% in
the first quarter of 2019. Net income available to common stockholders of $12
million decreased $412 million, or 97%, compared to $424 million in the first
quarter of 2019.
First quarter 2020 results reflected a $25 million, or $0.06 per diluted common
share, after-tax reduction from notable items, largely tied to TOP 6
transformational and revenue and efficiency initiatives. In the first quarter of
2019, there were $4 million after-tax of notable items, or $0.01 per diluted
common share, tied to integration costs associated with acquisitions. On an
Underlying basis, which excludes notable items, first quarter 2020 net income
available to common stockholders of $37 million compared with $428 million in
the first quarter of 2019. Underlying EPS of $0.09 per share compares with $0.93
in the first quarter of 2019. Underlying first quarter 2020 ROTCE of 1.1%
compared with 13.1% in the first quarter of 2019. Tangible book value per common
share of $31.97 increased 8% from the first quarter of 2019.
In the first quarter of 2020, we adopted the CECL accounting standard and
recorded first quarter 2020 provision for credit losses of $600 million pre-tax,
or $1.10 per share after-tax, including a reserve build of $463 million pre-tax,
or $0.85 per share after-tax, tied to COVID-19 pandemic impacts.
                                                                 Three Months Ended March 31,
                                                    2020                                              2019
                                Noninterest      Income tax                        Noninterest      Income tax
(in millions)                     expense         expense        Net Income          expense          expense       Net Income
Reported results (GAAP)              $1,012            $11               $34               $937          $127             $439
Less notable items:
Total integration costs                   4             (1 )              (3 )                5            (1 )             (4 )
Other notable items(1)                   29             (7 )             (22 )                -             -                -
Total notable items                      33             (8 )             (25 )                5            (1 )            ($4 )
Underlying results* (non-GAAP)         $979            $19               $59               $932          $128             $443

(1) Other notable items include noninterest expense of $29 million related to our TOP programs and other efficiency initiatives.

• Total revenue of $1.7 billion increased $69 million, or 4%, from the first

quarter of 2019, reflecting strength in noninterest income and stable net

interest income.

• Net interest income of $1.2 billion was stable, reflecting 4% growth in

average interest-earning assets offset by the impact of the lower rate

and challenging yield-curve environment.

• Net interest margin of 3.09% decreased 14 basis points from 3.23% in

the first quarter of 2019, reflecting the impact of lower interest

rates, which was partially offset by lower funding costs and improved

deposit mix as well as the continued mix shift towards better-returning


          assets.


-               Net interest margin on a fully taxable-equivalent basis of 3.10%
                decreased by 15 basis points, compared to 3.25% in the first
                quarter of 2019.


-               Average loans and leases of $121.1 billion increased $3.4
                billion, or 3%, from $117.6 billion in the first quarter of 2019,
                reflecting a $1.8 billion increase in commercial loans and leases
                driven by the impact of higher COVID-19 related line utilization
                and a $1.6 billion increase in retail loans.



                                              Citizens Financial Group, Inc. | 8

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-               Period-end loan growth of $8.4 billion, or 7%, from the fourth
                quarter of 2019, reflected 15% growth in total commercial loans
                and leases, which included the estimated $7.2 billion impact of
                higher line of credit utilization tied to COVID-19 disruption. As
                of April 30, 2020, estimated COVID-19-related credit utilization
                fell to approximately $6.4 billion.


-               Average deposits of $126.6 billion increased $6.2 billion, or 5%,
                from $120.4 billion in the first quarter of 2019, reflecting
                growth in money market accounts, savings, checking with interest
                and demand deposits, partially offset by a decrease in term
                deposits.


-               Period-end deposit growth of $8.2 billion, or 7%, from the fourth
                quarter of 2019, kept pace with loan growth as most commercial
                customers left their funds from line draws on deposit with us.

• Noninterest income of $497 million increased $69 million, or 16%, from

the first quarter of 2019, driven by record results in mortgage banking

and trust and investment services fees, partially offset by COVID-19

impacts that resulted in lower service charges and fees, card fees,

capital market fees and foreign exchange and interest rate products

revenue.

• Noninterest expense of $1.0 billion increased $75 million, or 8%, from $937

million in the first quarter of 2019, driven by higher salaries and employee

benefits, outside services, and equipment and software expense.

• On an Underlying basis, noninterest expense increased 5% from the first


          quarter of 2019.


•   The efficiency ratio of 61.1% compared to 59.0% for the first quarter of

2019, and ROTCE of 0.4% compared to 13.0%.

• On an Underlying basis, operating leverage was (0.7%), the efficiency

ratio of 59.1% compared to 58.7% for the first quarter of 2019 and

ROTCE of 1.1% compared to 13.1%, reflecting the challenging environment

presented by COVID-19, in particular the CECL provision impact.

• Provision for credit losses of $600 million increased $515 million from $85

million for the first quarter of 2019, driven by a $463 million CECL reserve

build tied to COVID-19 impacts.

• Tangible book value per common share of $31.97 increased 8% from the first

quarter of 2019. Fully diluted average common shares outstanding decreased


    33.1 million shares, or 7%, over the same period.



                                              Citizens Financial Group, Inc. | 9
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SELECTED CONSOLIDATED FINANCIAL DATA
The summary Consolidated Operating Data for the three months ended March 31,
2020 and 2019 and the summary Consolidated Balance Sheet data as of March 31,
2020 and December 31, 2019 are derived from our unaudited interim Consolidated
Financial Statements, included in Part I, Item 1. Our historical results are not
necessarily indicative of the results expected for any future period.
                                                   Three Months Ended March 

31,


(dollars in millions, except per share amounts)          2020              2019
OPERATING DATA:
Net interest income                                          $1,160       $1,160
Noninterest income                                              497          428
Total revenue                                                 1,657        1,588
Provision for credit losses                                     600           85
Noninterest expense                                           1,012          937
Income before income tax expense                                 45          566
Income tax expense                                               11          127
Net income                                                      $34         $439
Net income available to common stockholders                     $12

$424


Net income per common share - basic                           $0.03

$0.92


Net income per common share - diluted                         $0.03

$0.92


OTHER OPERATING DATA(1):
Return on average common equity                                0.24  %      8.62 %
Return on average tangible common equity                       0.36        

13.00


Return on average total assets                                 0.08         

1.11


Return on average total tangible assets                        0.09         1.16
Efficiency ratio                                              61.10        59.00
Operating leverage(2)                                         (3.71 )       2.57
Net interest margin, FTE(3)                                    3.10         3.25
Effective income tax rate                                     24.13        22.42


(1) See "-Key Performance Metrics, Non-GAAP Financial Measures and
Reconciliations" for definitions of our key performance metrics.
(2) "Operating leverage" represents the period-over-period percent change in
total revenue, less the period-over-period percent change in noninterest
expense.
(3) Net interest margin is presented on an FTE basis using the federal statutory
tax rate of 21%.




                                             Citizens Financial Group, Inc. | 10

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                                                             March 31,      December 31,
(dollars in millions)                                           2020            2019
BALANCE SHEET DATA:
Total assets                                                  $176,719         $165,733
Loans held for sale, at fair value                               2,911            1,946
Other loans held for sale                                          350            1,384
Loans and leases                                               127,528          119,088
Allowance for loan and lease losses                             (2,171 )         (1,252 )
Total securities                                                26,352           24,669
Goodwill                                                         7,050            7,044
Total liabilities                                              154,769          143,532
Total deposits                                                 133,475          125,313
Short-term borrowed funds(1)                                     1,059      

274


Long-term borrowed funds                                        16,437      

14,047


Total stockholders' equity                                      21,950      

22,201


OTHER BALANCE SHEET DATA:
Asset Quality Ratios:
Allowance for credit losses as a percentage of loans and
leases                                                            1.73 %    

1.09 % Allowance for credit losses as a percentage of nonaccruing loans and leases

                                                283.48      

184.31


Nonaccruing loans and leases as a percentage of loans and
leases                                                            0.61             0.59
Capital Ratios:
CET1 capital ratio(2)                                              9.4 %           10.0 %
Tier 1 capital ratio                                              10.5             11.1
Total capital ratio                                               12.5             13.0
Tier 1 leverage ratio                                              9.6             10.0


(1) In the first quarter of 2020, we reclassified federal funds purchased and
securities sold under agreement to repurchase and other short-term borrowed
funds to short-term borrowed funds. Prior periods have been adjusted to conform
with the current period presentation.
(2) See "-Key Performance Metrics, Non-GAAP Financial Measures and
Reconciliations" for definitions of our key performance metrics.





                                             Citizens Financial Group, Inc. | 11

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RESULTS OF OPERATIONS
Net Interest Income
Net interest income is our largest source of revenue and is the difference
between the interest earned on interest-earning assets (generally loans, leases
and investment securities) and the interest expense incurred in connection with
interest-bearing liabilities (generally deposits and borrowed funds). The level
of net interest income is primarily a function of the difference between the
effective yield on our average interest-earning assets and the effective cost of
our interest-bearing liabilities. These factors are influenced by the pricing
and mix of interest-earning assets and interest-bearing liabilities which, in
turn, are impacted by external factors such as local economic conditions,
competition for loans and deposits, the monetary policy of the FRB and market
interest rates. For further discussion, refer to "-Market Risk - Non-Trading
Risk," and "-Risk Governance" as described in our 2019 Form 10-K.
                [[Image Removed: chart-f2f157a7904f569c90b.jpg]]





                                             Citizens Financial Group, Inc. | 12

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The following table presents the major components of net interest income and net
                                interest margin:
                                                  Three Months Ended March 31,
                                             2020                               2019                          Change
                                 Average     Income/   Yields/      Average     Income/   Yields/     Average      Yields/
(dollars in millions)            Balances    Expense    Rates       Balances    Expense    Rates      Balances   Rates (bps)
Assets:
Interest-bearing cash and due
from banks and deposits in
banks                              $1,859         $5     1.12 %       

$1,497 $8 2.19 % $362 (107) bps Taxable investment securities 25,339 147 2.32 25,136 166 2.64 203 (32 ) Non-taxable investment securities

                              4          -     2.60              5          -     2.60           (1 )         -

Total investment securities 25,343 147 2.32 25,141 166 2.64 202 (32 ) Commercial

                         43,152        417     3.82         

41,562 460 4.43 1,590 (61 ) Commercial real estate

             13,876        139     3.96         

13,272 165 4.98 604 (102 ) Leases

                              2,482         18     2.83          

2,873 21 2.85 (391 ) (2 ) Total commercial loans and leases

                             59,510        574     3.81         

57,707 646 4.48 1,803 (67 ) Residential mortgages

              18,866        164     3.47         19,094        175     3.67         (228 )       (20 )
Home equity                        13,042        152     4.69         14,075        183     5.27       (1,033 )       (58 )
Automobile                         12,173        131     4.34         12,070        120     4.04          103          30
Education                          10,610        149     5.64          9,069        134     5.99        1,541         (35 )
Other retail                        6,854        132     7.77          5,634        123     8.87        1,220        (110 )
Total retail loans                 61,545        728     4.75        

59,942 735 4.96 1,603 (21 ) Total loans and leases

            121,055      1,302     4.29        117,649      1,381     4.72        3,406         (43 )
Loans held for sale, at fair
value                               1,890         15     3.28          1,035         11     4.35          855        (107 )
Other loans held for sale             799          9     4.31            191          4     7.03          608        (272 )
Interest-earning assets           150,946      1,478     3.91        145,513      1,570     4.34        5,433         (43 )
Allowance for loan and lease
losses                             (1,708 )                           (1,243 )                           (465 )
Goodwill                            7,046                              7,018                               28
Other noninterest-earning
assets                             10,893                              9,127                            1,766
Total assets                     $167,177                           $160,415                           $6,762
Liabilities and Stockholders'
Equity:
Checking with interest            $24,612        $37     0.60 %      

$22,987 $52 0.91 % $1,625 (31) Money market accounts

              39,839         93     0.94         35,209        110     1.26        4,630       (32)
Regular savings                    14,201         18     0.51         12,626         17     0.56        1,575        (5)
Term deposits                      18,616         79     1.70        

21,127 108 2.08 (2,511 ) (38) Total interest-bearing deposits

                           97,268        227     0.94         

91,949 287 1.27 5,319 (33) Short-term borrowed funds (1) 644 1 0.76


698          2     1.37          (54 )     (61)
Long-term borrowed funds           14,057         90     2.56         14,736        121     3.27         (679 )     (71)
Total borrowed funds               14,701         91     2.48         15,434        123     3.18         (733 )     (70)
Total interest-bearing
liabilities                       111,969        318     1.14        107,383        410     1.54        4,586       (40)
Demand deposits                    29,362                             28,465                              897
Other liabilities                   4,053                              3,584                              469
Total liabilities                 145,384                            139,432                            5,952
Stockholders' equity               21,793                             20,983                              810
Total liabilities and
stockholders' equity             $167,177                           $160,415                           $6,762
Interest rate spread                                     2.77 %                             2.80 %                   (3)
Net interest income and net
interest margin                               $1,160     3.09 %                  $1,160     3.23 %                  (14)
Net interest income and net
interest margin, FTE(2)                       $1,164     3.10 %                  $1,166     3.25 %                  (15)

Memo: Total deposits (interest-bearing and demand) $126,630 $227 0.72 % $120,414 $287 0.97 % $6,216 (25) bps




(1) In the first quarter of 2020, we reclassified federal funds purchased and
securities sold under agreement to repurchase and other short-term borrowed
funds to short-term borrowed funds. Prior periods have been adjusted to conform
with the current period presentation.
(2) Net interest income and net interest margin is presented on an FTE basis
using the federal statutory tax rate of 21%. The FTE impact is predominantly
attributable to commercial loans for the periods presented.


                                             Citizens Financial Group, Inc. | 13
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Net interest income of $1.2 billion was stable with first quarter 2019, despite
the lower rate and challenging yield-curve environment, given 4% growth in
interest-earning assets.
Net interest margin of 3.09% decreased 14 basis points compared to 3.23% in the
first quarter of 2019, as the impact of lower interest rates was partially
offset by lower funding costs and improved deposit mix, as well as continued mix
shift towards better-returning assets. Net interest margin on an FTE basis of
3.10% decreased 15 basis points compared to 3.25% in the first quarter of 2019.
Average interest-earning asset yields of 3.91% decreased 43 basis points from
4.34% in the first quarter of 2019, while average interest-bearing liability
costs of 1.14% decreased 40 basis points from 1.54% in the first quarter of
2019.
Average interest-earning assets of $150.9 billion increased $5.4 billion, or 4%,
from the first quarter of 2019, driven by a 4.9 billion, or 4%, increase in
average loans and leases and LHFS. Results reflected a $1.8 billion increase in
average commercial loans and leases and a $1.6 billion increase in average
retail loans. Commercial loan growth reflected strength in commercial and
industrial loans and commercial real estate, and was driven by the impact of
higher COVID-19-related line of credit utilization. Retail loan growth was
driven by education and other retail, partially offset by lower home equity.
Average deposits of $126.6 billion increased $6.2 billion, or 5%, from the first
quarter of 2019, reflecting growth in checking with interest, money market
accounts, savings and demand deposits, partially offset by a decline in term
deposits. Average total borrowed funds of $14.7 billion decreased $733 million
from the first quarter of 2019, reflecting a decrease in long-term and
short-term borrowed funds. Total borrowed funds costs of $91 million decreased
$32 million from the first quarter of 2019. The total borrowed funds cost of
2.48% decreased 70 basis points from 3.18% in the first quarter of 2019 due to
lower interest cost on long-term senior debt and FHLB borrowings.
Noninterest Income
                [[Image Removed: chart-3ab6a79ecc4c5e1b918.jpg]]
The following table presents the significant components of our noninterest
income:
                                                     Three Months Ended
                                                          March 31,
(in millions)                                          2020       2019       Change     Percent
Service charges and fees                               $118       $123          ($5 )        (4 %)
Mortgage banking fees                                   159         43          116          NM
Card fees                                                56         59           (3 )        (5 )
Capital markets fees                                     43         54          (11 )       (20 )
Trust and investment services fees                       53         47            6          13
Foreign exchange and interest rate products              24         36          (12 )       (33 )
Letter of credit and loan fees                           34         33            1           3
Securities gains, net                                     -          8           (8 )      (100 )
Other income (1)                                         10         25          (15 )       (60 )
Noninterest income                                     $497       $428          $69          16 %

(1) Includes net impairment losses recognized in earnings on available for sale debt securities, bank-owned life insurance income and other income.



Noninterest income increased $69 million from the first quarter of 2019, as
record results in mortgage banking and trust and investment services fees were
partially offset by COVID-19 impacts on service charges and fees, card fees,
capital markets and foreign exchange and interest rate products. Mortgage
banking fees of $159

                                             Citizens Financial Group, Inc. | 14
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million reflected increased origination volumes and improved gain on sale
margins, as well as higher mortgage servicing rights hedging gains. Capital
markets fees of $43 million decreased $11 million, as market disruption in March
resulted in a $21 million unrealized loss on trading assets. Foreign exchange
and interest rate products revenue of $24 million declined by $12 million,
driven by a $10 million decrease in net credit valuation adjustments given the
fall in rates. Other income decreased from first quarter 2019 levels that
included higher gains related to asset dispositions and efficiency initiatives.
Noninterest Expense
                [[Image Removed: chart-a7d6a5b871de51eebf4.jpg]]

The following table presents the significant components of our noninterest expense:


                                  Three Months Ended March 31,
(in millions)                                      2020     2019     Change 

Percent


Salaries and employee benefits                     $549     $509        $40          8 %
Equipment and software expense                      133      125          8          6
Outside services                                    135      110         25         23
Occupancy                                            84       83          1          1
Other operating expense                             111      110          1          1
Noninterest expense                              $1,012     $937        $75          8 %


Noninterest expense increased $75 million, or 8%, from the first quarter of
2019, largely reflecting higher salaries and employee benefits given the impact
of annual merit increases and revenue-based compensation tied to increased
mortgage originations. Results also reflect higher equipment and software
expense given continued investments in technology as well as higher outside
services largely tied to growth initiatives. Underlying noninterest expense of
$979 million increased $47 million, or 5%. These results were partially offset
by a reduction in occupancy.

                                             Citizens Financial Group, Inc. | 15

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Provision for Credit Losses


                [[Image Removed: chart-875f96cc3bbd53d18b1.jpg]]
The provision for credit losses is the result of a detailed analysis performed
to estimate an appropriate and adequate ACL. The total provision for credit
losses includes the provision for loan and lease losses and the provision for
unfunded commitments. Refer to "-Analysis of Financial Condition - Allowance for
Credit Losses and Nonaccruing Loans and Leases" for more information.
The provision for credit losses of $600 million includes a $463 million reserve
build associated with COVID-19 and compared with $85 million in first quarter
2019. Net charge-offs of $137 million increased $48 million from the first
quarter of 2019, driven by a $20 million increase in commercial loan and lease
net charge-offs, reflecting several uncorrelated commercial losses, and a $28
million increase in retail, largely reflecting expected seasoning in growth
portfolios.
Income Tax Expense
                [[Image Removed: chart-6bad6979fbdc5af78d3.jpg]]
Income tax expense decreased $116 million from the first quarter of 2019. The
effective income tax rate increased to 24.1% from 22.4% in the first quarter of
2019, driven by the discrete negative impact of stock-based compensation on
lower pre-tax income, partially offset by the increased benefit of tax
advantaged investments. The Underlying effective income tax rate increased 208
basis points to 24.5% from the first quarter of 2019.

                                             Citizens Financial Group, Inc. | 16
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Business Operating Segments
We have two business operating segments: Consumer Banking and Commercial
Banking. Segment results are derived by specifically attributing managed assets,
liabilities, capital and related revenues, provision for credit losses and
expenses. Non-segment operations are classified as Other, which includes
corporate functions, the Treasury function, the securities portfolio, wholesale
funding activities, intangible assets not directly allocated to a business
operating segment, community development, non-core assets and other unallocated
assets, liabilities, capital, revenues, provision for credit losses, expenses
and income tax expense. In addition, Other includes goodwill not directly
allocated to a business operating segment and any associated goodwill impairment
charges. For impairment testing purposes, we allocate all goodwill to our
Consumer Banking and/or Commercial Banking reporting units. There have been no
significant changes in our methodologies used to allocate items to our business
operating segments as described in "-Results of Operations - Business Operating
Segments" in our 2019 Form 10-K.
The following table presents certain financial data of our business operating
segments. Total business operating segment financial results differ from total
consolidated net income. These differences are reflected in Other non-segment
operations. See Note 17 in Item 1 for further information.
                                                  Consumer Banking          

Commercial Banking


                                            Three Months Ended March 31,       Three Months Ended March 31,
(dollars in millions)                                 2020          2019                  2020          2019
Net interest income                                   $793          $788                  $365          $372
Noninterest income                                     357           247                   125           150
Total revenue                                        1,150         1,035                   490           522
Noninterest expense                                    738           700                   221           209
Profit before provision for credit losses              412           335                   269           313
Provision for credit losses                             97            67                    43            21
Income before income tax expense                       315           268                   226           292
Income tax expense                                      79            66                    47            65
Net income                                            $236          $202                  $179          $227
Average Balances:
Total assets                                       $68,415       $65,007               $59,005       $55,630
Total loans and leases(1)                           65,343        62,163                56,555        54,436
Deposits                                            85,228        82,569                33,545        29,823
Interest-earning assets                             65,393        62,216                57,016        54,724


(1) Includes LHFS.
Consumer Banking
Net interest income increased $5 million, or 1%, from the first quarter of 2019,
driven by the benefit of a $3.2 billion increase in average loans led by growth
in education and unsecured personal loans. Noninterest income increased $110
million, or 45%, from the first quarter of 2019, driven by higher mortgage
banking fees, partially offset by lower service charges and fees. Noninterest
expense increased $38 million, or 5%, from the first quarter of 2019, reflecting
higher salaries and benefits, and outside services. Provision for credit losses
of $97 million increased $30 million, or 45%, reflecting the impact of higher
net charge-offs due to seasoning in growth portfolios.
Commercial Banking
Net interest income of $365 million decreased $7 million, or 2%, from $372
million in the first quarter of 2019, primarily due to lower interest rates.
Noninterest income of $125 million decreased $25 million, or 17%, from $150
million in the first quarter of 2019, driven by a decrease in capital market
fees and foreign exchange and interest rate products. Noninterest expense of
$221 million increased $12 million, or 6%, from $209 million in the first
quarter of 2019, driven by higher salaries and employee benefits expenses.
Provision for credit losses of $43 million increased $22 million from the first
quarter of 2019, reflecting the impact of higher net charge-offs from several
uncorrelated losses.


                                             Citizens Financial Group, Inc. | 17

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ANALYSIS OF FINANCIAL CONDITION
Securities
Our securities portfolio is managed to maintain prudent levels of liquidity,
credit quality and market risk while achieving appropriate returns that align
with our overall portfolio management strategy. The following table presents our
securities AFS and HTM:
                                                          March 31, 2020               December 31, 2019
                                                    Amortized                      Amortized
(in millions)                                          Cost        Fair Value         Cost        Fair Value
U.S. Treasury and other                                   $41             $41            $71             $71
State and political subdivisions                            4               4              5               5
Mortgage-backed securities, at fair value:
Federal agencies and U.S. government sponsored
entities                                               21,029          21,651         19,803          19,875
Other/non-agency                                          612             611            638             662
Total mortgage-backed securities                       21,641          

22,262 20,441 20,537


  Total debt securities available for sale, at
fair value                                            $21,686         $22,307        $20,517         $20,613
Mortgage-backed securities, at cost:
Federal agencies and U.S. government sponsored
entities                                               $3,071

$3,219 $3,202 $3,242

Total debt securities held to maturity, at cost $3,071 $3,219 $3,202 $3,242


  Total debt securities available for sale and
held to maturity                                      $24,757         $25,526        $23,719         $23,855
Equity securities, at fair value                          $47             $47            $47             $47
Equity securities, at cost                                927             927            807             807
  Total equity securities                                $974            $974           $854            $854



The fair value of the AFS debt securities portfolio of $22.3 billion at
March 31, 2020 increased $1.7 billion from $20.6 billion at December 31, 2019
due to an increase of $1.2 billion related to reinvestment timing and a $500
million increase in value due to lower long-term rates. The decline in the fair
value of the HTM debt portfolio of $23 million was primarily attributable to
portfolio runoff of $131 million, partially offset by an increase in fair value
due to lower long-term rates. For further information, see Note 1.
As of March 31, 2020, the portfolio's average effective duration was 2.1 years
compared with 3.7 years as of December 31, 2019, as lower long-term rates drove
an increase in both actual and projected securities prepayment speeds. We manage
our securities portfolio duration and convexity risk through asset selection and
securities structure, and maintain duration levels within risk appetite in the
context of the broader interest rate risk in the banking book framework and
limits.
The securities portfolio includes high quality, highly liquid investments
reflecting our ongoing commitment to maintaining appropriate contingent
liquidity levels and pledging capacity. U.S. government-guaranteed notes and
GSE-issued mortgage-backed securities represent 98% of the fair value of the
debt securities portfolio holdings. Holdings backed by mortgages dominate our
portfolio and facilitate our ability to pledge them to the FHLB for collateral
purposes. For further discussion of the liquidity coverage ratios, see
"Regulation and Supervision - Liquidity Standards" in our 2019 Form 10-K.

                                             Citizens Financial Group, Inc. | 18
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Loans and Leases
The following table presents our loans and leases in portfolio segments and
classes:
                                                                December 31,
(in millions)                                March 31, 2020         2019         Change       Percent
Commercial                                          $49,092        $41,479       $7,613         18  %
Commercial real estate                               14,502         13,522          980          7
Leases                                                2,438          2,537          (99 )       (4 )
Total commercial loans and leases                    66,032         57,538        8,494         15
Residential mortgages                                18,721         19,083         (362 )       (2 )
Home equity(1)                                       12,992         13,154         (162 )       (1 )
Automobile                                           12,157         12,120           37          -
Education                                            10,887         10,347          540          5
Other retail(2)                                       6,739          6,846         (107 )       (2 )
Total retail loans                                   61,496         61,550          (54 )        -
Total loans and leases(3)                          $127,528       $119,088       $8,440          7 %


(1) In the first quarter of 2020, home equity loans, home equity lines of
credit, home equity loans serviced by others and home equity lines of credit
serviced by others are included in home equity. Prior periods have been adjusted
to conform with current period presentation.
(2) In the first quarter of 2020, credit card and other retail are included in
other retail. Prior periods have been adjusted to conform with current period
presentation.
(3) LHFS totaling $3.3 billion at both March 31, 2020 and December 31, 2019 are
not included above.
Total loans and leases increased $8.4 billion from $119.1 billion as of
December 31, 2019, largely due to an $8.5 billion increase in commercial loans
and leases, which included the estimated $7.2 billion impact of higher line of
credit utilization tied to COVID-19 disruption. As of April 30, 2020, estimated
COVID-19-related credit utilization fell to approximately $6.4 billion.
As of April 30, 2020, under our COVID-19-related forbearance and other customer
accommodation programs that are guided by the CARES Act as well as banking
regulator interagency guidance, we have deferred payments on approximately 6%,
or $4.1 billion, of our retail and business banking loans (business banking
loans are reflected in commercial in the table above). Of this, $1.1 billion, or
6%, of our residential mortgage portfolio is in forbearance. Further, we have
worked proactively with approximately 950 commercial customers seeking
flexibility on loan terms and conditions, of which approximately 33% are
requesting covenant waivers to allow for Small Business Administration ("SBA")
Paycheck Protection Program ("PPP") application. None of these retail deferrals
or commercial modifications are classified as TDRs.
Under the PPP, which provides loans to small businesses to keep their employees
on payroll and make other eligible payments, we have registered approximately
45,000 loan applications with $4.8 billion in commitments with the SBA as of May
5, 2020,with additional applications still entering the pipeline, of which
approximately 34,000 loans totaling $4.0 billion are funded.
Allowance for Credit Losses and Nonaccruing Loans and Leases
The ACL is created through charges to the provision for credit losses in order
to provide appropriate reserves to absorb future estimated credit losses in
accordance with GAAP. For further information on our processes to determine our
ACL, see "-Critical Accounting Estimates - Allowance for Credit Losses."
The ACL of $2.2 billion as of March 31, 2020 included impacts from the adoption
of CECL on January 1, 2020. This compared with the ACL of $1.3 billion as of
December 31, 2019. For further information, see Note 4.
The ACL represented 1.73% of total loans and leases and 283% of nonaccrual loans
and leases as of March 31, 2020 compared with 1.09% and 184%, as of December 31,
2019, respectively, and reflected the impact of CECL implementation and the
provision impact of COVID-19 disruption.
Nonaccruing loans and leases of $780 million as of March 31, 2020 increased $77
million, or 11%, from December 31, 2019, reflecting a $69 million increase in
commercial nonaccruing loans and an $8 million increase in retail. First quarter
of 2020 net charge-offs of $137 million increased $48 million from first quarter
2019, with a $28 million increase in retail net charge-offs, given expected
seasoning in growth portfolios, and a $20 million increase in commercial net
charge-offs, reflecting several uncorrelated commercial losses.
First quarter 2020 annualized net charge-offs of 0.46% of average loans and
leases compared with 0.31% in first quarter 2019.

                                             Citizens Financial Group, Inc. | 19
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We continue to assess the impact of the COVID-19 pandemic and have instituted a
variety of measures to identify and monitor areas of potential risk, including
direct outreach to commercial clients and close monitoring of retail credit
metrics.
Commercial Loan Asset Quality
Our commercial loan and lease portfolio consists of traditional commercial
loans, commercial leases and commercial real estate loans. The portfolio is
predominantly focused on customers in our footprint and adjacent states in which
we have a physical presence where our local delivery model provides for strong
client connectivity. Additionally, we also do business in certain specialized
industry sectors on a national basis.
As of March 31, 2020, nonaccruing commercial loans and leases of $314 million
increased $69 million from $245 million as of December 31, 2019. Total
commercial nonaccruing loans and leases were 0.5% and 0.4% of the total
commercial loan and lease portfolio as of March 31, 2020 and December 31, 2019,
respectively. Total commercial loan and lease net charge-offs of $44 million for
first quarter 2020 compared to net charge-offs of $24 million for first quarter
of 2019. The commercial loan and lease portfolio's annualized net charge-off
rate of 0.30% for first quarter 2020 compared to a net charge-off rate of 0.17%
for first quarter 2019.
For commercial loans and leases, we utilize regulatory classification ratings to
monitor credit quality. For more information on regulatory classification
ratings, see "-Allowance for Credit Losses and Nonaccruing Loans and Leases -
Commercial Loan Asset Quality" and Note 5 in our 2019 Form 10-K.
The recorded investment in commercial loans and leases based on regulatory
classification ratings is presented below:
                                                                    March 31, 2020
                                                                      Criticized
                                                        Special
(in millions)                                   Pass    Mention     Substandard      Doubtful       Total
Commercial                                   $46,225     $1,500          $1,062          $305     $49,092
Commercial real estate                        13,745        725              24             8      14,502
Leases                                         2,319         19              99             1       2,438
Total commercial loans and leases            $62,289     $2,244          $1,185          $314     $66,032



                                                                   December 31, 2019
                                                                       Criticized
                                                         Special
(in millions)                                    Pass    Mention     Substandard      Doubtful       Total
Commercial                                    $38,950     $1,351            $934          $244     $41,479
Commercial real estate                         13,169        318              33             2      13,522
Leases                                          2,383        109              42             3       2,537
Total commercial loans and leases             $54,502     $1,778

$1,009 $249 $57,538





Total commercial criticized loans and leases of $3.7 billion, or 5.7% of total
commercial loans and leases, at March 31, 2020 increased $707 million, or 23%,
from December 31, 2019, largely due to some deterioration in the Commercial Real
Estate retail focused borrowers and across several other non-correlated
industries. Commercial real estate criticized loans totaled $757 million, or
5.2%, of the commercial real estate portfolio and increased from $353 million,
or 2.6%, as of December 31, 2019, due to migration to criticized of a few
sizeable borrowers. Commercial real estate accounted for 20% of total criticized
loans as of March 31, 2020, compared to 12% as of December 31, 2019.
Retail Loan Asset Quality
For retail loans, we utilize credit scores provided by FICO which are generally
refreshed on a quarterly basis and the loan's payment and delinquency status to
monitor credit quality. FICO credit scores are considered the strongest
indicator of credit losses over the contractual life of the loan as the scores
are based on current and historical national industry-wide consumer level credit
performance data, and assist management in predicting the borrower's future
payment performance. The largest portion of the retail portfolio is represented
by borrowers

                                             Citizens Financial Group, Inc. | 20

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located in the New England, Mid-Atlantic and Midwest regions, although we have
continued to lend selectively in areas outside the footprint primarily in the
auto finance, education lending and unsecured portfolios.
The following tables present asset quality metrics for the retail loan
portfolio:
                                                            March 31, 2020     December 31, 2019
Average refreshed FICO for total portfolio                          763                  764
CLTV ratio for secured real estate(1)                                59 %                 59 %
Nonaccruing retail loans as a percentage of total retail           0.76                 0.74


(1) The real estate secured portfolio CLTV is calculated as the mortgage and
second lien loan balance divided by the most recently available value of the
property.
                                  Three Months Ended March 31,
(dollars in millions)                             2020      2019      Change     Percent
Net charge-offs                                    $93       $65      $28             43 %
Annualized net charge-off rate                    0.61 %    0.44 %     17  

bps




Troubled Debt Restructurings
In the first quarter of 2020, we adopted the CARES Act and interagency guidance
issued by the bank regulatory agencies which provides that COVID-19 related
modifications to consumer and commercial loans that met certain eligibility
criteria are exempt from classification as a TDR.  Payment deferrals and
forbearance plans entered into towards the end of the quarter as a result of the
COVID-19 pandemic were generally not considered TDRs.
As of March 31, 2020, $664 million of retail loans were classified as TDRs,
compared with $667 million as of December 31, 2019. As of March 31, 2020, $145
million of retail TDRs were in nonaccrual status with 38% current with payments
compared to $143 million in nonaccrual status with 38% current on payments at
December 31, 2019. TDRs generally return to accrual status once repayment
capacity and appropriate payment history can be established. TDRs are
individually evaluated for impairment and loans, once classified as TDRs, remain
classified as TDRs until paid off, sold or refinanced at market terms. For
additional information regarding TDRs see Note 5 in our 2019 Form 10-K.
The following tables present retail TDRs by loan class, including delinquency
status for accruing TDRs and TDRs in nonaccrual:
                                                                      March 31, 2020
                                                      As a % of Accruing Retail TDRs
                                                    30-89 Days
(dollars in millions)               Accruing         Past Due          90+ Days Past Due       Nonaccruing        Total
Residential mortgages                    $126            4.3 %                   1.8 %                  $41         $167
Home equity                               236            2.2                       -                     82          318
Automobile                                  3            0.1                       -                     12           15
Education                                 124            0.8                     0.3                      7          131
Other retail                               30            0.6                       -                      3           33
Total                                    $519            8.0 %                   2.1 %                 $145         $664


                                                                     December 31, 2019
                                                      As a % of Accruing Retail TDRs
                                                    30-89 Days
(dollars in millions)               Accruing         Past Due          90+ Days Past Due       Nonaccruing        Total
Residential mortgages                    $113            3.8 %                   2.1 %                  $41         $154
Home equity                               240            1.9                       -                     84          324
Automobile                                 13            0.2                       -                      8           21
Education                                 127            0.9                     0.3                      7          134
Other retail                               31            0.6                       -                      3           34
Total                                    $524            7.4 %                   2.4 %                 $143         $667




                                             Citizens Financial Group, Inc. | 21

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Non-Core Assets
                                          March 31,      December 31,
(in millions)                                2020            2019           Change      Percent
Commercial                                      $12                $6            $6       100 %
Commercial real estate                           10                11            (1 )      (9 )
Leases                                          432               444           (12 )      (3 )
Total commercial loans and leases               454               461            (7 )      (2 )
Residential mortgages                            86                91            (5 )      (5 )
Home equity                                     368               400           (32 )      (8 )
Education                                       159               166            (7 )      (4 )
Total retail loans                              613               657           (44 )      (7 )
Total non-core loans and leases               1,067             1,118           (51 )      (5 )
Other assets                                    119               122            (3 )      (2 )
Total non-core assets                        $1,186            $1,240          ($54 )      (4 %)


Non-core assets are primarily liquidating loan and lease portfolios inconsistent
with our strategic priorities, generally as a result of geographic location,
industry, product type or risk level and are included in Other.
Deposits
The following table presents the major components of our deposits:
(in millions)           March 31, 2020     December 31, 2019     Change     Percent
Demand                         $32,398               $29,233     $3,165          11 %
Checking with interest          25,358                24,840        518           2
Regular savings                 14,702                13,779        923           7
Money market accounts           42,972                38,725      4,247          11
Term deposits                   18,045                18,736       (691 )        (4 )
Total deposits                $133,475              $125,313     $8,162           7 %



Total deposits as of March 31, 2020 increased $8.2 billion, or 7%, to $133.5
billion, from $125.3 billion as of December 31, 2019 as commercial customers
placed deposits related to credit facility draws with us. Citizens Access®, our
digital platform, ended the quarter with $6.1 billion of deposits, up from $5.8
billion as of December 31, 2019.
Borrowed Funds
Total borrowed funds as of March 31, 2020 increased $3.2 billion from December
31, 2019, driven by a $785 million and $2.4 billion increase in short-term and
long-term borrowed funds, respectively.
Short-term borrowed funds
Short-term borrowed funds as of March 31, 2020 increased $785 million from
December 31, 2019 driven by an increase in federal funds purchased used to
manage short-term liquidity needs as commercial line draws increased during the
quarter.



                                             Citizens Financial Group, Inc. | 22

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Long-term borrowed funds
The following table presents a summary of our long-term borrowed funds:
                                                             March 31,     December 31,
(in millions)                                                   2020           2019
Parent Company:
2.375% fixed-rate senior unsecured debt, due July 2021            $350

$349


4.150% fixed-rate subordinated debt, due September 2022            348      

348


3.750% fixed-rate subordinated debt, due July 2024                 250      

250


4.023% fixed-rate subordinated debt, due October 2024               42      

42


4.350% fixed-rate subordinated debt, due August 2025               249      

249


4.300% fixed-rate subordinated debt, due December 2025             750      

750


2.850% fixed-rate senior unsecured notes, due July 2026            496      

496

2.500% fixed-rate senior unsecured notes, due February 2030 298

-


CBNA's Global Note Program:
2.250% senior unsecured notes, due March 2020                        -      

700

2.678% floating-rate senior unsecured notes, due March 2020 (1)

                                                                  -      

300

2.217% floating-rate senior unsecured notes, due May 2020 (1)

                                                                250      

250


2.200% senior unsecured notes, due May 2020                        500      

500


2.250% senior unsecured notes, due October 2020                    753      

750


2.550% senior unsecured notes, due May 2021                      1,005      

991


3.250% senior unsecured notes, due February 2022                   724      

711

2.424% floating-rate senior unsecured notes, due February 2022 (1)

                                                           299      

299

2.457% floating-rate senior unsecured notes, due May 2022 250 (1)

250


2.650% senior unsecured notes, due May 2022                        514      

501


3.700% senior unsecured notes, due March 2023                      532      

515

2.325% floating-rate senior unsecured notes, due March 2023 249

249

(1)


3.750% senior unsecured notes, due February 2026                   555      

521

Additional Borrowings by CBNA and Other Subsidiaries: Federal Home Loan Bank advances, 0.56% weighted average 8,007

5,008


rate, due through 2038
Other                                                               16      

18


Total long-term borrowed funds                                 $16,437

$14,047




(1) Rate disclosed reflects the floating rate as of March 31, 2020 or final
floating rate, as applicable.
Long-term borrowed funds as of March 31, 2020 increased $2.4 billion from
December 31, 2019, reflecting an increase of $3.0 billion in long-term FHLB
borrowings, partially offset by a $1.0 billion reduction in CBNA unsecured notes
maturing during the quarter.
The Parent Company's long-term borrowed funds as of March 31, 2020 and
December 31, 2019 included principal balances of $2.8 billion and $2.5 billion
respectively, and unamortized deferred issuance costs and/or discounts of ($9)
million and ($8) million, respectively. CBNA and other subsidiaries' long-term
borrowed funds as of March 31, 2020 and December 31, 2019 included principal
balances of $13.5 billion and $11.5 billion, respectively, with unamortized
deferred issuance costs and/or discounts of ($10) million and ($13) million,
respectively, and hedging basis adjustments of $141 million and $50 million,
respectively. See Note 9 for further information about our hedging of certain
long-term borrowed funds. For information regarding our liquidity and available
borrowing capacity, see "-Liquidity" and Note 8.
CAPITAL AND REGULATORY MATTERS
As a bank holding company and a financial holding company, we are subject to
regulation and supervision by the FRB. Our banking subsidiary, CBNA, is a
national banking association whose primary federal regulator is the OCC. Our
regulation and supervision continues to evolve as the legal and regulatory
frameworks governing our operations continue to change. The current operating
environment reflects heightened regulatory expectations around consumer
compliance, the Bank Secrecy Act, anti-money laundering compliance, and
increased internal audit activities, among other factors. For more information,
see the "Regulation and Supervision" in our 2019 Form 10-K.


                                             Citizens Financial Group, Inc. | 23
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Tailoring of Prudential Requirements
In October 2019, the FRB and the other banking regulators finalized rules that
tailor the application of the enhanced prudential standards to bank holding
companies and depository institutions to implement the EGRRCPA amendments to the
Dodd-Frank Act ("Tailoring Rules"). Concurrently, the FRB and other banking
regulators finalized the regulatory capital, liquidity and resolution plan
requirements to firms with more than $100 billion in total assets. Category IV
firms with $100 billion to $250 billion in total assets, such as us, will be
subject to biennial supervisory stress-testing and will be exempt from
company-run stress testing and related disclosure requirements. The FRB will
continue to supervise Category IV firms on an ongoing basis, including
evaluation of the capital adequacy and capital planning processes during
off-cycle years. Category IV firms are also no longer required to submit
resolution plans. For more information, see the "Tailoring of Prudential
Requirements" and "Resolution Planning" in our 2019 Form 10-K.
In light of the Tailoring Rules, the FRB provided us relief in February 2019
from certain regulatory requirements related to supervisory stress testing,
company-run stress testing, and related disclosure requirements for the 2019
stress test cycle. As a result, we were not required to participate in the
supervisory stress test of CCAR, conduct company-run stress tests, or submit a
capital plan to the FRB for 2019. We remain subject to the requirement to
develop and maintain an annual capital plan that is reviewed and approved by our
Board of Directors (or one of its committees), as well as FR Y-14 reporting
requirements. The FRB has not objected to our maximum planned capital actions
for the period beginning July 1, 2019 and ending June 30, 2020, which are
largely based on the results for our 2018 supervisory stress test, adjusted for
any changes in our regulatory capital ratios since the FRB acted on our 2018
capital plan. On June 27, 2019, our Board of Directors authorized common share
repurchases of up to $1.275 billion over the four-quarter period beginning July
1, 2019. On April 17, 2020, we announced that in order to ensure capital remains
strong to meet further loan demand during the COVID-19 crisis, we would cease
stock repurchases through December 31, 2020. On April 6, 2020, we submitted our
2020 capital plan to the FRB.
On March 4, 2020, the FRB finalized a rule that simplifies capital rules for
large banks and establishes a stress capital buffer ("SCB") requirement. The
final rule integrates regulatory capital requirements with the results of the
FRB's supervisory stress tests by replacing the capital conservation buffer,
which is currently 2.5%, with the SCB. The SCB will be determined as the higher
of either 2.5%, or the difference between the starting and the minimum projected
CET1 capital ratio under the severely adverse scenario as modeled by the FRB as
part of the supervisory stress testing framework. The SCB will include four
quarters of planned dividends for each bank on top of the FRB-modeled losses.
Under the SCB framework, the FRB will no longer object to capital plans on
quantitative grounds and each firm will be required to maintain capital ratios
above the sum of its minimum requirements and the SCB requirements to avoid
restrictions on capital distributions and discretionary bonus payments. The SCB
will be re-calibrated with each CCAR supervisory stress test (annually for
Category I, II and III firms, and every other year for Category IV firms, such
as us) and will be effective on October 1 of each year through September 30 of
the following year. The first SCB requirement goes into effect on October 1,
2020 and will apply to our capital actions over the four-quarter period
beginning October 1, 2020 through September 30, 2021. Capital actions for the
transition quarter beginning July 1 through September 30, 2020 may not exceed
the four-quarter average of capital distributions authorized by the FRB for the
2019 capital plan cycle.
Many of the provisions of the EGRRCPA and other laws are subject to further
rulemaking, guidance and interpretation by the applicable federal regulators.
The ultimate effects of EGRRCPA and the Tailoring Rules on us and our activities
will be subject to any additional rule making issued by the FRB and other
federal regulators. We will continue to evaluate the impact of any changes in
law and any new regulations promulgated, including changes in regulatory costs
and fees, modifications to consumer products or disclosures required by the CFPB
and the requirements of the enhanced supervision provisions, among others.
For additional discussion of the EGRRCPA and the Tailoring Rules, see
"Regulation and Supervision" and "-Capital and Regulatory Matters" in our 2019
Form 10-K.
Capital Framework
Under the current U.S. Basel III capital framework, we and our banking
subsidiary must meet the following specific minimum requirements: CET1 capital
ratio of 4.5%, tier 1 capital ratio of 6.0%, total capital ratio of 8.0%, and
tier 1 leverage ratio of 4.0%. A capital conservation buffer ("CCB") of 2.5% is
imposed on top of the three minimum risk-based capital ratios listed above.
In July 2019, the FRB and the other federal banking regulators issued a final
rule to simplify regulatory capital treatment for MSRs, certain DTAs and
significant investments in the capital of unconsolidated financial institutions,
pursuant to EGRRCPA. Effective for us on April 1, 2020, the final rule will
change the individual CET1

                                             Citizens Financial Group, Inc. | 24
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deduction threshold for these assets from 10% to 25%, eliminate the aggregate
deduction threshold for these assets of 15%, assign a 250% risk weight for any
MSRs or DTAs not deducted from CET1 capital, and assign an exposure category
risk weight for investments in the capital of unconsolidated financial
institutions not deducted from CET1 capital.
On March 31, 2020, in response to the COVID-19 pandemic, the FRB and the other
federal banking regulators issued an interim final rule relative to regulatory
capital treatment of ACL under CECL. This rule allowed banking organizations to
delay the estimated impact of CECL on regulatory capital for a two-year period
ending January 1, 2022, followed by a three-year transition period ending
January 1, 2025 to phase-in the aggregate amount of the capital benefit provided
during the initial two-year delay.
For additional discussion of the U.S. Basel III capital framework and its
related application, see Regulation and Supervision" in our 2019 Form 10-K. The
table below presents our actual regulatory capital ratios under the U.S. Basel
III Standardized rules:
                                                                                   Required Minimum
                                 March 31, 2020            December 31, 2019      plus Required CCB
(in millions, except ratio                                                         for Non-Leverage
data)                           Amount      Ratio          Amount        Ratio        Ratios(1)
  CET1 capital                  $14,007        9.4 %         $14,304       10.0 %            7.0 %
  Tier 1 capital                 15,577       10.5            15,874       11.1              8.5
  Total capital                  18,592       12.5            18,542       13.0             10.5
  Tier 1 leverage                15,577        9.6            15,874       10.0              4.0
  Risk-weighted assets          148,946                      142,915
  Quarterly adjusted average
assets                          161,715                      158,782


(1) Required "Minimum Capital ratios" are: CET1 capital of 4.5%; Tier 1 capital
of 6.0%; Total capital of 8.0%; and Tier 1 leverage of 4.0%. "Minimum Capital
ratios" also include a capital conservation buffer of 2.5%; N/A to Tier 1
leverage.

At March 31, 2020, our CET1 capital, tier 1 capital and total capital ratios
were 9.4%, 10.5% and 12.5%, respectively, as compared with 10.0%, 11.1%, and
13.0%, respectively, as of December 31, 2019. The CET1 capital ratio decreased
as $6.0 billion of risk-weighted asset ("RWA") growth and the impact of the
capital actions described in "-Capital Transactions" below were partially offset
by net income for the three months ended March 31, 2020 and 25% of the increase
in AACL subsequent to CECL adoption. The tier 1 capital ratio decreased due to
changes in CET1. The total capital ratio decreased due to the changes in CET1
partially offset by the net change in AACL attributable to CECL adoption and the
modified transition amount. At March 31, 2020, our CET1 capital, tier 1 capital
and total capital ratios were approximately 240 basis points, 200 basis points
and 200 basis points, respectively, above their regulatory minimums plus the
capital conservation buffer. All ratios remained well above the U.S. Basel III
minima.
Regulatory Capital Ratios and Capital Composition
CET1 capital under U.S. Basel III Standardized rules totaled $14.0 billion at
March 31, 2020, a decrease of $297 million from $14.3 billion at December 31,
2019, largely driven by common share repurchases and dividends, partially offset
by net income for the three months ended March 31, 2020 and 25% of the increase
in AACL subsequent to CECL adoption. Tier 1 capital at March 31, 2020 totaled
$15.6 billion, reflecting a $297 million decrease from $15.9 billion at
December 31, 2019, driven by the changes in CET1 capital. Total capital of $18.6
billion at March 31, 2020, increased $50 million from December 31, 2019, driven
by the changes in CET1 capital, which was more than offset by the net change in
AACL attributable to the adoption of CECL adoption and the modified transition
amount.
RWA totaled $148.9 billion at March 31, 2020, based on U.S. Basel III
Standardized rules, up $6.0 billion from December 31, 2019. This increase was
driven by the net impact of higher commercial commitment utilization as a result
of the COVID-19 pandemic, higher derivative valuations, education loans and CRE
loans, offset by lower HVCRE loans.
As of March 31, 2020, the tier 1 leverage ratio was 9.6%, decreasing from 10.0%
at December 31, 2019 driven by the $2.9 billion increase in quarterly adjusted
average assets and lower tier 1 capital.

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