Citizens Financial : 3Q20 EARNINGS PRESENTATION

3Q20 Financial Results

October 16, 2020

Forward-looking statements and use of non-GAAP financial measures

Forward-Looking Statements. This document contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends, as well as the potential effects of the COVID-19 pandemic 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 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 forward-looking statements and are subject to the risk that the actual impacts may differ, possibly materially, from what is reflected in those forward-looking statements due to factors and future developments that are uncertain, unpredictable and in many cases beyond our control, including the scope and duration of the pandemic, actions taken by governmental authorities in response to the pandemic, and the direct and indirect impact of the pandemic on our customers, third parties and us. Further, statements about the estimated impact of CECL are forward-looking statements and are subject to the risk that the actual impact of CECL may differ, possibly materially, from what is reflected in those statements due to, among other things, changes in macroeconomic conditions and any of the other variables discussed, as well as changes based on continuing review of models and assumptions.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the period ending June 30, 2020.

Non-GAAP Financial Measures:

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

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

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3Q20 GAAP financial summary

				Q/Q		Y/Y
$s in millions	3Q20	2Q20	3Q19	$/bps	%	$/bps	%
Net interest income	$ 1,137	$ 1,160	$ 1,145	$ (23)	(2)% $	(8)	(1)%

Noninterest income

Total revenue

Noninterest expense

Pre‐provision profit

Provision for credit losses

Income before income tax expense Income tax expense

654	590	493	64	11	161	33
1,791	1,750	1,638	41	2	153	9
988	979	973	9	1	15	2
803	771	665	32	4	138	21
428	464	101	(36)	(8)	327	NM
375	307	564	68	22	(189)	(34)
61	54	115	7	13	(54)	(47)

Net income	$	314		$	253		$	449		$	61		24 %	$ (135)	(30)%
Preferred dividends		25			28			17			(3)		(11)	8	47
Net income available to common
stockholders	$	289		$	225		$	432		$	64		28 %	$ (143)	(33)%
$s in billions
Average interest‐earning assets	$ 160.2		$ 162.4		$ 146.5		$	(2.2)		(1) %	$ 13.7	9 %
Average deposits	$ 141.4		$ 141.6		$ 123.9		$	(0.2)		- %	$ 17.4	14 %
Performance metrics
Net interest margin(1)		2.82	%		2.87	%		3.10	%		(5) bps		(28)	bps
Net interest margin, FTE(1)		2.83			2.88			3.12			(5)			(29)
Loan‐to‐deposit ratio (period‐end)(2)		86.8			87.5			94.5			(72)			(771)
ROACE		5.6			4.4			8.4			116			(275)
ROTCE		8.3			6.6			12.4			171			(411)
ROA		0.7			0.6			1.1			13			(40)
ROTA		0.7			0.6			1.1			14			(42)
Efficiency ratio		55.2			55.9			59.4			(73)			(422)
Noninterest income as a % of		37	%		34	%		30	%		300	bps		700	bps
total revenue
FTEs(3)	17,930		18,312		18,116			(382)		(2) %	(186)	(1) %
Operating leverage													1.3 %		7.8 %
Per common share
Diluted earnings	$	0.68		$	0.53		$	0.97		$	0.15		28 %	$ (0.29)	(30) %
Tangible book value	$ 32.24		$ 32.13		$ 31.48		$	0.11		- %	$ 0.76	2 %
Average diluted shares outstanding
(in millions)		428.0			427.6			447.1			0.4		- %	(19.1)	(4) %

See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including "Underlying" results. "Underlying" results exclude the impact of notable items described on page 25.

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3Q20 Underlying financial summary(1)

Underlying, as applicable										Q/Q	Y/Y
$s in millions		3Q20			2Q20			3Q19			%/bps
Net interest income	$1,137		$1,160		$1,145		(2)	%	(1)	%
Noninterest income		654			590			493		11		33
Total revenue	1,791		1,750			1,638		2		9
Noninterest expense		957			960			954		-		-
Pre‐provision profit		834			790			684		6		22
Provision for credit losses		428			464			101		(8)		NM
Net income available to	$	313		$	235		$	436		33	%	(28)	%
common stockholders
Performance metrics
Noninterest income as a %		37	%		34	%		30	%	300	bps	700	bps
of total revenue
Efficiency ratio		53.4			54.9			58.2		(141)		(478)
ROTCE		9.0	%		6.9	%		12.6	%	210	bps	(358) bps
Diluted EPS	$	0.73		$	0.55		$	0.98		33	%	(26) %
Tangible book value	$32.24		$32.13		$31.48		‐	%	2	%

See pages 34-35 for notes and important information on Non-GAAP Financial Measures, including "Underlying" results. "Underlying" results exclude the impact of notable items described on page 25.	4
See page 3 for reported results.