Citizens Financial : 3Q20 FINANCIAL RELEASE

Citizens Financial Group, Inc. Reports Third Quarter Net Income of

$314 million and EPS of $0.68

Underlying Net Income of $338 million and EPS of $0.73*

Record revenue with noninterest income up 33% year over year, paced by record results

in Mortgage and strength in Capital Markets

CET1 ratio remains strong, increases to 9.8%

Pre-provision profit up 21% year over year, up 22% on an Underlying basis 7.8% positive operating leverage year over year, 9.0% on an Underlying basis Tangible book value per share stable at $32, up 2% year over year

PROVIDENCE, RI (October 16, 2020) Citizens Financial Group, Inc. (NYSE: CFG or "Citizens") today reported third quarter net income of $314 million, compared with $449 million in third quarter 2019, with earnings per share of $0.68, compared with $0.97 per share in third quarter 2019. Third quarter 2020 results reflect a net $24 million after-tax reduction, or $(0.05) per share, from notable items. Third quarter 2020 Return on Average Tangible Common Equity ("ROTCE") of 8.3% compares with 12.4% in third quarter 2019 and 6.6% in second quarter 2020.

On an Underlying basis, which excludes notable items, third quarter 2020 net income available to common stockholders of $313 million compares with $436 million in third quarter 2019 and $235 million in second quarter 2020. Underlying EPS of $0.73 per share compares with $0.98 in third quarter 2019 and $0.55 in second quarter 2020. Underlying third quarter 2020 ROTCE of 9.0% compares with 12.6% in third quarter 2019 and 6.9% in second quarter 2020. Tangible book value per common share of $32.24 compares with $31.48 for third quarter 2019 and $32.13 for second quarter 2020.

Citizens remains strongly capitalized and maintains ample liquidity to assist customers in navigating these challenging times. At September 30, 2020, the common equity tier 1 ("CET1") capital ratio increased to 9.8%, the spot loan-to-deposit ratio was 86.8%, or 83.6% excluding U.S. Small Business Administration Paycheck Protection Program ("PPP") loans, and the liquidity coverage ratio was fully compliant. In third quarter 2020, a $209 million increase in the allowance for loans and unfunded loan commitments credit losses ("ACL") resulted in a September 30, 2020 ACL of $2.7 billion and an ACL to loans ratio of 2.21%, or 2.29% excluding PPP loans. This reserve build impacted EPS by $0.40 and ROTCE by 5 percentage points.

"Citizens continues to rise to the occasion, meeting the unique challenges present in 2020 and delivering well for all of our stakeholders," said Chairman and CEO Bruce Van Saun. "We posted record levels of revenue and pre-provision profit, further bolstered our loan loss reserve and grew our CET1 capital ratio to 9.8%. We continue to demonstrate the strong resilience and diversification of our business model, while helping our customers, colleagues and communities get through this difficult environment."

Citizens also announced today that its board of directors declared a fourth quarter 2020 common stock dividend of $0.39 per share. The dividend is payable on November 12, 2020 to shareholders of record at the close of business on October 28, 2020.

*References in this release to "Underlying" results exclude notable items and are Non-GAAP Financial Measures. Where there is a reference to "Underlying" results in a paragraph, all measures that follow these references are on the same basis. Additional information regarding the impact of notable items and Acquisitions on our results is described in this release. Please see the end of this release for important information on our use of Non-GAAP Financial Measures, and their reconciliation to GAAP financial measures. References in this release to balance sheet items are on an average basis and loans exclude loans held for sale ("LHFS") unless otherwise noted. References to net interest margin are on a fully taxable equivalent ("FTE") basis and all references to earnings per share represent fully diluted per common share. References to consolidated and/or commercial loans, loan growth, nonaccrual loans and allowance for loan losses include leases. The "Company" refers to Citizens. Current reporting-period regulatory capital ratios are preliminary. Select totals may not sum due to rounding.

Citizens Financial Group, Inc.

The quarterly dividend is 8% higher than the year-ago quarter.

Third quarter 2020 vs. second quarter 2020

Key highlights

• Record pre-provision net revenue ("PPNR") of $803 million, up 4%. Record Underlying PPNR of $834 million, up 6%, driven by record noninterest income and well-controlled expenses.
• Third quarter 2020 results reflect a net $24 million after-tax reduction, or $(0.05) per share, from notable items compared with a net $10 million after-tax reduction, or ($0.02) per share, in second quarter 2020.

• Efficiency ratio of 55.2%; Underlying efficiency ratio of 53.4% compares with 54.9% in second quarter 2020, reflecting record revenue and well-controlled expenses. Operating leverage was 1.3%, or 2.6% on an Underlying basis, reflecting continued strong focus on top-line growth and expense management.
• Provision for credit losses of $428 million includes a reserve build of $209 million. This compares with a provision of $464 million in second quarter 2020, which included a $317 million reserve build.
• ROTCE of 8.3% reflects the provision build associated with COVID-19 impacts. Underlying ROTCE of 9.0% compares with 6.9% in second quarter 2020.
• Capital remains strong, with the CET1 ratio increasing to 9.8% compared with 9.6% at June 30, 2020.
• During the third quarter 2020, Citizens paid $168 million in dividends to common shareholders.
• Tangible book value per common share of $32.24 compares with $32.13 at June 30, 2020.

Results

• Record revenue of $1.8 billion, up 2.4% reflecting record noninterest income, up 11%, largely offset by lower net interest income, down 2%.
• • Net interest income of $1.1 billion was down 2% given the impact of lower interest rates and a 1% decrease in interest-earning assets as line draws were repaid, partly offset by an improvement in funding mix and disciplined deposit pricing actions.
  • Net interest margin of 2.83% was down 5 basis points reflecting the impacts of lower interest rates, higher cash balances and day count, which were partially offset by improved funding mix and disciplined deposit pricing actions. Interest-bearing deposit costs decreased 13 basis points.
  • Record noninterest income of $654 million, up 11% reflecting record mortgage banking fees, higher service charges and fees, strength in trust and investment services fees, as well as higher card fees and higher letter of credit and loan fees given increased customer activity. Other income includes the gain on sale of education loans. These results were partially offset by a decrease in foreign exchange and interest rate products given lower customer hedging activity.
• Noninterest expense of $988 million increased 1% and includes the impact of notable items. On an Underlying basis, noninterest expense of $957 million was down slightly given strong expense discipline, as well as lower other operating expense.
• Provision for credit losses of $428 million includes a reserve build of $209 million, primarily driven by commercial.

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Citizens Financial Group, Inc.

Third quarter 2020 net charge offs were $219 million, up from $147 million, reflecting an increase in commercial, due to one credit to a mall REIT and one in metals and mining. This compares to second quarter 2020 provision for credit losses of $464 million which included a $317 million net reserve build primarily tied to COVID-19 impacts. In second quarter 2020, approximately $100 million of credit reserves associated with loans transferred to held-for-sale were reallocated to the remaining loan portfolio.

Balance sheet

• Average interest-earning assets decreased $2.2 billion, or 1%, driven by a 3% decrease in loans, reflecting a decrease in commercial loans driven by line of credit repayments and retail loan sales activity tied to balance sheet optimization strategies, partly offset by an increase in average PPP loans. Loans were up very slightly before the impact of PPP loans, commercial line draws and loan sales activity.
• Average deposits were broadly stable as a decrease in term deposits was largely offset by growth in demand deposits and savings.
• Average loan-to-deposit ratio of 88.4%, or 85.0% excluding PPP loans, compares with 90.9% in second quarter 2020.
• Allowance coverage for loans of 2.21%, or 2.29% excluding PPP loans, compares with 2.01%, or 2.09% excluding PPP loans, as of June 30, 2020.
• Nonaccrual loans to loans ratio of 1.03% compares with 0.79% as of June 30, 2020.
• Allowance coverage of nonaccrual loans of 214% compares with 255% as of June 30, 2020.

Third quarter 2020 vs. third quarter 2019

Key highlights

• Record PPNR of $803 million, up 21%. Record Underlying PPNR of $834 million, up 22%, with record revenue driven by record results in mortgage banking and strength in capital markets, and well-controlled expenses.
• Third quarter 2020 results reflect a net $24 million after-tax reduction, or $(0.05) per share, from notable items compared with a net $4 million after-tax reduction, or $(0.01) per share, in third quarter 2019.
• ROTCE of 8.3%, with Underlying ROTCE of 9.0%.
• Results reflect an efficiency ratio of 55.2%, while the Underlying efficiency ratio was 53.4%. Operating leverage was 7.8%, with Underlying operating leverage of 9.0% reflecting continued strong focus on top-line growth and expense management.
• Provision for credit losses of $428 million includes a reserve build of $209 million primarily driven by commercial. Third quarter 2020 net charge offs were $219 million.
• Tangible book value per share of $32.24, up 2%. Fully diluted average common shares outstanding decreased by 19.1 million shares, or 4%.

Results

• Record revenue increased $153 million, or 9%, reflecting record noninterest income and a slight decrease in net interest income.
• • Net interest income was down 1%, as lower net interest margin was only partially offset by 9% growth in interest- earning assets, including the addition of PPP loans.

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Citizens Financial Group, Inc.

• • Net interest margin of 2.83%, down 29 basis points, reflects the impact of lower interest rates and higher cash balances given strong deposit flows, partially offset by improved funding mix and lower funding costs. Interest- bearing deposit costs decreased 89 basis points, reflecting strong pricing discipline.
  • Record noninterest income of $654 million was up 33%, driven by record mortgage banking fees given strong origination volumes and gain-on-sale margins, as well as strength in capital markets fees and trust and investment services fees. Service charges and fees, card fees and foreign exchange and interest rate products were lower reflecting COVID-19 impacts. Other income includes the gain on sale of education loans and increased from third quarter 2019 which included a benefit related to a lease restructuring.
• Noninterest expense of $988 million was up 2%. Underlying noninterest expense of $957 million, was up slightly reflecting higher equipment and software expense given continued investments in technology, higher outside services and higher salaries and employee benefits tied to strong mortgage banking results. These were partially offset by lower other operating expense given lower travel and advertising costs, as well as a $10 million charge related to a lease restructuring in the prior year.
• Provision for credit losses of $428 million includes a reserve build of $209 million, primarily driven by commercial. The third quarter 2019 provision for credit losses was $101 million. Third quarter 2020 net charge offs were $219 million, up from $113 million, reflecting COVID-19-related impacts in commercial.

Balance Sheet

• Average interest-earning assets increased $13.7 billion, or 9%, driven by 7% loan growth, which includes the $4.7 billion impact of the PPP loans, and 14% growth in the investment portfolio given higher interest-bearing cash balances driven by strong deposit flows. Loan growth was 4% excluding the impact of PPP loans, commercial line draws and retail loan sales activity tied to balance sheet optimization strategies.
• Average deposits increased $17.4 billion, or 14%, reflecting growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.
• Average loan-to-deposit ratio of 88.4%, or 85.0% excluding PPP loans, compares with 94.6% in third quarter 2019.
• Allowance coverage for loans of 2.21%, or 2.29% excluding PPP loans, compares with 1.11% as of September 30, 2019, reflecting the first quarter 2020 implementation of CECL and the subsequent reserve increases primarily associated with COVID-19 impacts.
• Nonaccrual loans to loans ratio of 1.03% compares with 0.63% as of September 30, 2019.
• Allowance coverage of nonaccrual loans of 214% compares with 177% as of September 30, 2019, reflecting the first quarter 2020 implementation of CECL and the subsequent reserve increases primarily associated with COVID-19 impacts.

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Citizens Financial Group, Inc.

Earnings highlights:

							Quarterly Trends
											3Q20 change from
($s in millions, except per share data)			3Q20		2Q20		3Q19			2Q20				3Q19
Earnings									$/bps	%			$/bps	%
Net interest income	$	1,137	$	1,160	$	1,145	$	(23)	(2) %		$	(8)	(1) %
Noninterest income		654		590		493			64	11			161	33
Total revenue		1,791		1,750		1,638			41	2			153	9
Noninterest expense		988		979		973			9	1			15	2
Pre-provision profit		803		771		665			32	4			138	21
Provision for credit losses			428		464		101			(36)	(8)			327	NM
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) %
After-tax notable Items			24		10		4			14	140			20	NM
Underlying net income	$	338	$	263	$	453	$	75	29 %		$	(115)	(25) %
Underlying net income available to common	$	313	$	235	$	436		$	78	33 %		$	(123)	(28) %
stockholders
Average common shares outstanding
Basic (in millions)		426.8		426.6		445.7			0.2	-		(18.9)	(4)
Diluted (in millions)		428.0		427.6		447.1			0.4	-		(19.1)	(4)
Diluted earnings per share		$	0.68	$	0.53	$	0.97		$	0.15	28 %		$	(0.29)	(30) %
Underlying diluted earnings per share		$	0.73	$	0.55	$	0.98		$	0.18	33 %		$	(0.25)	(26) %
Performance metrics
Net interest margin		2.82 %		2.87 %		3.10 %			(5) bps				(28) bps
Net interest margin, FTE		2.83		2.88		3.12			(5)				(29)
Effective income tax rate		16.1		17.7		20.5			(159)				(436)
Efficiency ratio		55		56		59			(73)				(422)
Underlying efficiency ratio		53		55		58			(141)				(478)
Return on average common equity		5.6		4.4		8.4			116				(275)
Return on average tangible common equity		8.3		6.6		12.4			171				(411)
Underlying return on average tangible common equity		9.0		6.9		12.6			210				(358)
Return on average total assets		0.70		0.57		1.10			13				(40)
Underlying return on average total tangible assets			0.79 %		0.61 %		1.16 %			18 bps				(37) bps
Capital adequacy(1,2)
Common equity tier 1 capital ratio		9.8 %		9.6 %		10.3 %
Total capital ratio		13.3		13.1		13.0
Tier 1 leverage ratio		9.5		9.3		9.9
Allowance for credit losses to loans and leases			2.21 %		2.01 %		1.11 %			20 bps				110 bps
Asset quality(2)
Nonaccrual loans and leases to loans and leases		1.03 %		0.79 %		0.63 %			24 bps				40 bps
Allowance for credit losses to nonaccrual loans and
leases		214		255		177			NM				NM
Net charge-offs as a % of average loans and leases		0.70 %		0.46 %		0.38 %			24 bps				32 bps

1. Current reporting-period regulatory capital ratios are preliminary.
2. Capital adequacy and asset-quality ratios calculated on a period-end basis, except net charge-offs.

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Citizens Financial Group, Inc.

Notable items:

Third and second quarter 2020 and third quarter 2019 results reflect notable items primarily related to TOP 6 transformational and revenue and efficiency initiatives. Third and second quarter 2020 and third quarter 2019 results also reflect notable items related to integration costs primarily tied to the August 1, 2018 Franklin American Mortgage Company ("FAMC") acquisition. These notable items have been excluded from reported results to better reflect Underlying operating results.

Cumulative after-tax integration costs related to the FAMC acquisition totaled $34 million through the end of third quarter 2020.

																								Cumulative after-tax
Notable items - integration costs				3Q20							2Q20							3Q19					integration costs
($s in millions, except per share data)	Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS		FAMC	Other	Total
Noninterest income	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	(3)	$	-	$	(3)
Salaries & benefits	$	-	$	-	$	-	$	-	$	-	$	-	$	(1)	$	(1)	$	-	$	(10)	$	-	$	(10)
Equipment & software		(1)		(1)		-			-		-		-			-		-		-			(3)		-		(3)
Outside services		(1)		(1)		-			(2)		(1)		-			(3)		(2)		(0.01)			(15)		(5)		(20)
Occupancy		-		-		-			-		-		-			-		-		-			(1)		-		(1)
Other expense		-		-		-			-		-		-			-		-		-			(2)		-		(2)
Noninterest expense	$	(2)	$	(2)	$	-		$	(2)	$	(1)	$	-		$	(4)	$	(3)	$	(0.01)		$	(31)		(5)	$	(36)
Total Integration costs	$	(2)	$	(2)	$	-	$	(2)	$	(1)	$	-	$	(4)	$	(3)	$	(0.01)	$	(34)	$	(5)	$	(39)
Other notable items - primarily tax and TOP				3Q20							2Q20							3Q19
($s in millions, except per share data)	Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS		Pre-tax	After-tax	EPS
Tax notable items	$	-	$	-	$	-	$	-	$	4	$	0.01	$	-	$	10	$	0.02
Other notable items - TOP & other actions
Salaries & benefits		(13)		(9)		(0.02)			(4)		(4)		(0.01)			(4)		(3)		(0.01)
Outside services		(15)		(12)		(0.03)			(10)		(7)		(0.02)			(11)		(8)		(0.02)
Occupancy		(1)		(1)		-			(3)		(2)		-			-		-		-
Noninterest expense	$	(29)	$	(22)	$	(0.05)		$	(17)	$	(13)	$	(0.03)		$	(15)	$	(11)	$	(0.03)
Total other notable items	$	(29)	$	(22)	$	(0.05)	$	(17)	$	(9)	$	(0.02)	$	(15)	$	(1)	$	-
Total notable items	$	(31)	$	(24)	$ (0.05)	$	(19)	$	(10)	$ (0.02)	$	(19)	$	(4)	$ (0.01)

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Citizens Financial Group, Inc.

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

Underlying results:

Quarterly Trends

3Q20 change from

($s in millions, except per share data)		3Q20		2Q20		3Q19
Net interest income	$	1,137	$	1,160	$	1,145
Noninterest income		654		590		493
Total revenue	$	1,791	$	1,750	$	1,638
Noninterest expense		988		979		973
Notable items		31		19		19
Underlying noninterest expense	$	957	$	960	$	954
Underlying pre-provision profit		834		790		684
Provision for credit losses		428		464		101
Net income available to common stockholders		289		225		432
Underlying net income available to common stockholders		313		235		436
Performance metrics
Diluted EPS	$	0.68	$	0.53	$	0.97
Underlying EPS	$	0.73	$	0.55	$	0.98
Efficiency ratio		55 %		56 %		59 %
Underlying efficiency ratio		53		55		58
Return on average tangible common equity		8.3		6.6		12.4
Underlying return on average tangible common equity		9.0 %		6.9 %		12.6 %
Operating leverage
Underlying operating leverage

2Q20	3Q19
(2) %	(1) %
11	33
2 %	9 %

• 2

63	63
- %	- %

• 22

1. NM

28	(33)
33	(28)
28 %	(30) %
33 %	(26) %
(73) bps	(422) bps

1. (478)
   171 (411)

210 bps (358) bps

1. 7.8

1. % 9.0 %

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Citizens Financial Group, Inc.

Discussion of results:

Net interest income											3Q20 change from
($s in millions)		3Q20		2Q20		3Q19		2Q20				3Q19
							$	/bps			%			$/bps	%
Interest income:
Interest and fees on loans and leases	$		$		$		$	(62)			(5) %		$	(220)		(16) %
and loans held for sale	1,157	1,219	1,377
Investment securities		121		130		153		(9)			(7)			(32)		(21)
Interest-bearing deposits in banks		2		1		8		1			100			(6)		(75)
Total interest income	$	1,280	$	1,350	$	1,538	$	(70)			(5) %		$	(258)		(17) %
Interest expense:
Deposits	$	89	$	124	$	297	$	(35)			(28) %		$	(208)		(70) %
Short-term borrowed funds		-		-		2		-	-		(2)		(100)
Long-term borrowed funds		54		66		94		(12)			(18)			(40)		(43)
Total interest expense	$	143	$	190	$	393	$	(47)			(25) %		$	(250)		(64) %
Net interest income	$	1,137	$	1,160	$	1,145	$	(23)			(2) %		$	(8)		(1) %
Net interest margin, FTE		2.83 %		2.88 %		3.12 %		(5) bps					(29) bps

Net interest income of $1.1 billion decreased 2% compared with second quarter 2020 given the impact of lower interest rates and a 1% decrease in interest-earning assets, including a 3% decrease in loans. The decrease in loans reflects the impact of repayments of commercial line of credit draws tied to the COVID-19 disruption, partly offset by the average increase in PPP loans. Partially offsetting these impacts were the benefit of improved funding mix and disciplined deposit pricing actions. Net interest margin of 2.83% decreased 5 basis points given the impact of lower interest rates, higher cash balances and day count, partially offset by the impact of improved funding mix and disciplined deposit pricing actions. Interest-bearing deposit costs decreased 13 basis points.

Compared with third quarter 2019, net interest income decreased 1% as lower net interest margin was only partially offset by 9% growth in interest-earning assets, including the addition of PPP loans. Net interest margin of 2.83% decreased 29 basis points from third quarter 2019 reflecting the impact of lower interest rates and higher cash balances given strong deposit flows, partially offset by improved funding mix and lower funding costs. Interest-bearing deposit costs decreased 89 basis points, reflecting strong pricing discipline.

Noninterest Income										3Q20 change from
($s in millions)		3Q20		2Q20		3Q19		2Q20			3Q19
									$	%		$			%
Service charges and fees	$	97	$	84	$	128		$	13		15 %	$	(31)		(24) %
Mortgage banking fees		287		276		117			11		4		170		145
Card fees		57		48		67			9		19		(10)		(15)
Capital markets fees		58		61		39			(3)		(5)		19		49
Trust and investment services fees		53		45		50			8		18		3		6
Foreign exchange and interest rate products		27		34		35			(7)		(21)		(8)		(23)
Letter of credit and loan fees		37		31		34			6		19		3		9
Securities gains, net		1		3		3			(2)		(67)		(2)		(67)
Other income(1)		37		8		20			29		NM		17		85
Noninterest income	$	654	$	590	$	493		$	64		11 %	$	161		33	%

1) Other income includes bank-owned life insurance and other income.

Record noninterest income of $654 million increased $64 million, or 11%, compared with second quarter 2020 reflecting

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Citizens Financial Group, Inc.

improvements in service charges and fees and card fees given some recovery from COVID-19 impacts and higher trust and investment services fees tied to improved transaction volumes and higher managed money balances. Record mortgage banking fees of $287 million increased $11 million, or 4%, reflecting continued strength in production revenues, as well as improved mortgage servicing rights hedging performance. Other income includes the gain on the sale of education loans. These results were partially offset by lower foreign exchange and interest rate products fees driven by lower customer hedging activity.

Compared with third quarter 2019, record noninterest income increased $161 million, or 33%, reflecting record mortgage banking fees, driven by higher origination volumes and stronger gain-on-sale margins, as well as strength in capital market fees, up 49%, reflecting an increase in advisory fees and a recovery on loan/bond trading. Trust and investment services fees increased 6% driven by improved transaction volumes and higher managed money balances. These results were partially offset by lower service charges and fees, card fees, and lower foreign exchange and interest rate products fees reflecting COVID-19 impacts. Other income includes the gain on the sale of education loans associated with balance sheet optimization initiatives. Other income in third quarter 2019 includes a benefit tied to a lease restructuring.

Noninterest Expense										3Q20 change from
($s in millions)		3Q20		2Q20		3Q19		2Q20				3Q19
								$		%				$		%
Salaries and employee benefits	$	524	$	513	$	508		$	11	2	%	$	16		3	%
Equipment and software expense		149		142		130			7	5				19		15
Outside services		139		131		128			8	6				11		9
Occupancy		81		82		80			(1)	(1)				1		1
Other operating expense		95		111		127			(16)	(14)				(32)		(25)
Noninterest expense	$	988	$	979	$	973		$	9	1	%		$	15		2	%
Notable items	$	31	$	19	$	19		$	12	63	%	$	12		63	%
Underlying, as applicable
Salaries and employee benefits	$	511	$	509	$	503		$	2	- %	$	8		2	%
Equipment and software expense		148		142		130			6	4				18		14
Outside services		123		119		114			4	3				9		8
Occupancy		80		79		80			1	1				-	-
Other operating expense		95		111		127			(16)	(14)				(32)		(25)
Underlying noninterest expense	$	957	$	960	$	954		$	(3)	- %		$	3		- %

Third quarter 2020 noninterest expense of $988 million increased $9 million, or 1%, from second quarter 2020. On an Underlying basis, noninterest expense of $957 million was down slightly given strong expense discipline, as well as lower other operating expense.

Compared with third quarter 2019, Underlying noninterest expense of $957 million was up slightly, as increases in equipment and software expense, given continued investments in technology, as well as higher outside services largely tied to growth initiatives, and salaries and employee benefits, reflecting strong mortgage banking results, were more than offset by the decrease in other operating expense. Other operating expense decreased 25% from third quarter 2019 reflecting lower travel and advertising costs and a $10 million charge related to a lease restructuring in the prior year.

The third quarter 2020 effective tax rate was 16.1%. On an Underlying basis, the effective tax rate of 16.8% compares with 19.4% for second quarter 2020 and 22.3% for third quarter 2019. The decrease from third quarter 2019 reflects the greater impact of tax-advantaged investments given lower pre-tax income.

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Citizens Financial Group, Inc.

Consolidated balance sheet review(1)										3Q20 change from
($s in millions)		3Q20		2Q20		3Q19		2Q20			3Q19
									$/bps	%		$/bps	%
Total assets	$	179,228	$	179,874	$	164,362		$	(646)	- %	$ 14,866	9	%
Total loans and leases		124,071		125,713		117,880			(1,642)	(1)	6,191	5
Total loans held for sale		3,714		4,993		2,015			(1,279)	(26)	1,699	84
Deposits		142,921		143,618		124,714			(697)	-	18,207	15
Stockholders' equity		22,469		22,418		21,851			51	-	618	3
Stockholders' common equity		20,504		20,453		20,718			51	-	(214)	(1)
Tangible common equity	$	13,771	$	13,716	$	13,976		$	55	- %	$ (205)	(1) %
Loan-to-deposit ratio (period-end)(2)		86.8%		87.5 %		94.5 %			(72) bps			(771) bps
Loans to deposit ratio (average)(2)		88.4		90.9		94.6			(257)		(626)
Common equity tier 1 capital ratio(3)		9.8		9.6		10.3
Total capital ratio(3)		13.3%		13.1 %		13.0 %

1. Represents period end unless otherwise noted.
2. Excludes loans held for sale.
3. Current reporting period regulatory capital ratios are preliminary.

Total assets of $179.2 billion at September 30, 2020, increased $14.9 billion, or 9%, from September 30, 2019, reflecting a $7.9 billion increase in loans and loans held for sale, which was largely driven by approximately $4.7 billion of PPP loans to small business customers. Results also reflect a $6.8 billion increase in the investment portfolio given higher interest-bearing cash balances driven by strong customer deposit flows. Compared with June 30, 2020, total assets were broadly stable, as a $2.9 billion decrease in loans and loans held for sale, reflecting commercial line of credit repayments partly offset by higher average PPP loans, was partially offset by a $2.3 billion increase in the investment portfolio.

Interest-earning assets											3Q20 change from
($s in millions)		3Q20		2Q20		3Q19		2Q20					3Q19
Period-endinterest-earning assets									$		%				$		%
Investments and interest-bearing deposits	$	34,764	$	32,490	$	27,964		$	2,274		7	%	$	6,800		24 %
Commercial loans and leases		62,362		64,930		56,733			(2,568)		(4)				5,629		10
Retail loans		61,709		60,783		61,147			926		2				562		1
Total loans and leases		124,071		125,713		117,880			(1,642)		(1)				6,191		5
Loans held for sale, at fair value		3,587		3,631		1,993			(44)		(1)				1,594		80
Other loans held for sale		127		1,362		22			(1,235)		(91)				105		NM
Total loans and leases and loans held for sale		127,785		130,706		119,895			(2,921)		(2)				7,890		7
Total period-endinterest-earning assets	$	162,549	$	163,196	$	147,859		$	(647)		-	%	$	14,690		10 %
Average interest-earning assets
Investments and interest-bearing deposits	$	30,908	$	30,415	$	27,114		$	493		2	%	$	3,794		14 %
Commercial loans and leases		63,861		67,409		56,983			(3,548)		(5)				6,878		12
Retail loans		61,051		61,346		60,274			(295)		-				777		1
Total loans and leases		124,912		128,755		117,257			(3,843)		(3)				7,655		7
Loans held for sale, at fair value		3,295		2,710		1,970			585		22				1,325		67
Other loans held for sale		1,061		510		134			551		108				927		NM
Total loans and leases and loans held for sale		129,268		131,975		119,361			(2,707)		(2)				9,907		8
Total average interest-earning assets	$	160,176	$	162,390	$	146,475		$	(2,214)		(1) %		$	13,701		9 %

Period-endinterest-earning assets of $162.5 billion increased $14.7 billion, or 10%, from September 30, 2019, driven by a $7.9 billion, or 7%, increase in loans and loans held for sale, largely reflecting a $5.6 billion increase in commercial, including $4.7 billion of PPP loans to small business customers, and a $562 million increase in retail. The investment portfolio increased $6.8 billion given higher interest-bearing cash balances driven by strong deposit flows. Compared with June 30, 2020, period-endinterest-earning assets decreased $647 million, largely reflecting a $2.6 billion decrease in commercial loans, driven by line of credit repayments, partially offset by a $2.3 billion increase in the investment portfolio given higher interest-bearing cash balances, and a $926 million increase in retail loans. Retail loan growth was driven by education and mortgage, partially offset by lower other retail and home equity lines of credit. Total loans were broadly stable before the impact of PPP loans, the repayment of COVID-19-related commercial line of credit draws and retail loan sales activity tied to balance sheet optimization

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Citizens Financial Group, Inc.

strategies. The average effective duration of the securities portfolio as of September 30, 2020, was 2.75 years compared with

2.1 years at June 30, 2020, and decreased from 3.2 years at September 30, 2019 given lower long-term rates that drove an increase in securities prepayment speeds.

Average interest-earning assets of $160.2 billion in third quarter 2020 increased $13.7 billion, or 9%, from third quarter 2019, reflecting a $9.9 billion, or 8%, increase in loans and loans held for sale and a $3.8 billion, or 14%, increase in the investment portfolio given higher interest-bearing cash balances. Loan growth includes a $6.9 billion increase in commercial and $777 million increase in retail. Commercial loan growth reflects $4.7 billion of PPP loans, as well as the benefit of geographic, product and client-focused expansion strategies, partially offset by planned reductions in commercial leases. Retail loan growth was driven by education and other retail, partially offset by lower home equity lines of credit and the impact of loan sales activity tied to balance sheet optimization strategies. Loan growth was 4% before the impact of PPP loans, the repayment of COVID-19-related commercial line of credit draws and the loan sales activity.

Compared with second quarter 2020, average interest-earning assets decreased $2.2 billion, or 1%, reflecting a $3.5 billion decrease in commercial loans driven by line of credit repayments, and a $295 million decrease in retail loans, partly offset by an increase in loans held for sale primarily tied to strong mortgage volumes. The decline in retail loans reflects continued growth in mortgage more than offset by loan sales activity tied to balance sheet optimization strategies and declines in other categories. Total loans were up very slightly before the impact of PPP loans, commercial line draws and the loan sales activity.

Deposits												3Q20 change from
($s in millions)		3Q20		2Q20		3Q19		2Q20				3Q19
Period-end deposits									$			%			$		%
Demand deposits	$	41,249	$	40,545	$	29,939		$	704			2 %	$	11,310		38 %
Checking with interest		27,141		27,200		24,403			(59)			-			2,738		11
Savings		17,237		16,665		13,479			572			3			3,758		28
Money market accounts		46,400		44,965		36,826			1,435			3			9,574		26
Term deposits		10,894		14,243		20,067			(3,349)			(24)			(9,173)		(46)
Total period-end deposits	$	142,921	$	143,618	$	124,714		$	(697)			- %	$	18,207		15 %
Average deposits
Demand deposits	$	40,608	$	37,745	$	28,945		$	2,863			8 %	$	11,663		40 %
Checking with interest		26,638		26,312		23,422			326			1			3,216		14
Savings		16,902		15,883		13,442			1,019			6			3,460		26
Money market accounts		45,187		45,187		37,161			-	-			8,026		22
Term deposits		12,032		16,470		20,951			(4,438)			(27)			(8,919)		(43)
Total average deposits	$	141,367	$	141,597	$	123,921		$	(230)			- %		$	17,446		14 %

Total period-end deposits of $142.9 billion at September 30, 2020 increased $18.2 billion, or 15%, from September 30, 2019, reflecting growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits. Strong deposit growth reflects government stimulus benefiting consumers and small businesses and clients building liquidity given COVID-19 disruption.

Compared with June 30, 2020, total period-end deposits decreased $697 million, as growth in money market accounts, demand deposits and savings was more than offset by a decrease in term deposits. Citizens Access® deposits were $6.2 billion at September 30, 2020, down from $6.5 billion at June 30, 2020, due to lower term deposits.

Third quarter 2020 average deposits of $141.4 billion increased $17.4 billion, or 14%, from third quarter 2019, reflecting growth in demand deposits, money market accounts, savings and checking with interest, partially offset by a decrease in term deposits.

Compared with second quarter 2020, average deposits decreased $230 million as a reduction in term deposits was largely offset by growth in demand deposits, savings and checking with interest.

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Citizens Financial Group, Inc.

Borrowed Funds											3Q20 change from
($s in millions)		3Q20		2Q20		3Q19			2Q20				3Q19
Period-end borrowed funds									$		%			$		%
Short-term borrowed funds	$	252	$	255	$	1,077	$	(3)		(1) %	$	(825)		(77) %
Long-term borrowed funds
FHLB advances		19		6		3,007			13		217			(2,988)		(99)
Senior debt		7,504		7,519		8,143			(15)		-			(639)		(8)
Subordinated debt and other debt		1,586		1,677		1,656			(91)		(5)			(70)		(4)
Total borrowed funds	$	9,361	$	9,457	$	13,883	$	(96)		(1) %	$	(4,522)		(33) %
Average borrowed funds
Short-term borrowed funds	$	240	$	222	$	600	$	18		8 %	$	(360)		(60) %
Long-term borrowed funds
FHLB advances		6		2,595		2,478			(2,589)		(100)			(2,472)		(100)
Senior debt		7,515		7,499		8,000			16		-			(485)		(6)
Subordinated debt and other debt		1,675		1,661		1,656			14		1			19		1
Total average borrowed funds	$	9,436	$	11,977	$	12,734		$	(2,541)		(21) %		$	(3,298)		(26) %

Total borrowed funds of $9.4 billion at September 30, 2020 decreased $4.5 billion, or 33%, from September 30, 2019, reflecting a $3.0 billion decrease in long-term FHLB borrowings, an $825.0 million decrease in short-term borrowings and a $639 million decrease in senior debt. Compared with June 30, 2020, total borrowed funds decreased $96 million, or 1%.

Average borrowed funds of $9.4 billion decreased $3.3 billion, or 26%, from third quarter 2019, largely reflecting a $2.5 billion decrease in long-term FHLB borrowings, a $485 million decrease in senior debt and a $360 million decrease in short-term borrowings. Compared with June 30, 2020, average borrowed funds decreased $2.5 billion, or 21%, driven by a $2.6 billion decrease in long- term FHLB borrowings.

Capital						3Q20 change from
($s and shares in millions except per share data)	3Q20	2Q20	3Q19		2Q20				3Q19
Period-end capital						$	%			$	%
Stockholders' equity	$22,469	$22,418	$21,851		$	51	- %	$	618	3 %
Stockholders' common equity	20,504	20,453	20,718			51	-			(214)	(1)
Tangible common equity	13,771	13,716	13,976			55	-			(205)	(1)
Tangible book value per common share	$ 32.24	$ 32.13	$ 31.48		$	0.11	-	$	0.76	2
Common shares - at end of period	427.1	426.8	443.9			0.2	-			(16.8)	(4)
Common shares - average (diluted)	428.0	427.6	447.1			0.4	- %			(19.1)	(4) %
Common equity tier 1 capital ratio(1)	9.8 %	9.6 %	10.3 %
Total capital ratio(1)	13.3	13.1	13.0
Tier 1 leverage ratio(1)	9.5 %	9.3 %	9.9 %

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

At September 30, 2020, our Basel III capital ratios remained well in excess of applicable regulatory requirements with a CET1 capital ratio of 9.8% compared with 9.6% at June 30, 2020 and 10.3% at September 30, 2019, and a total capital ratio of 13.3% compared with 13.1% as of June 30, 2020 and 13.0% as of September 30, 2019.

During third quarter 2020, the company completed $621 million of subordinated debt private exchange offers which will benefit total capital going forward.

Tangible book value per common share of $32.24 increased slightly compared with second quarter 2020 and increased 2% from third quarter 2019.

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Citizens Financial Group, Inc.

For regulatory capital purposes, in connection with the Federal Reserve's final interim rule as of April 3, 2020, 100% of the $451 million Day-1 CECL impact recorded as of January 1, 2020 will be deferred over a two-year period ending January 1, 2022, at which time it will be phased in on a pro-rata basis over a three-year period ending January 1, 2025. Additionally, 25% of the cumulative reserve build of $989 million since January 1, 2020, or $247 million, will be phased in over the same time frame.

During third quarter 2020, Citizens paid $168 million in dividends to common shareholders. This compares with $168 million in dividends to common shareholders in second quarter 2020 and total capital of $662 million returned to shareholders in third quarter 2019, including share repurchases and common dividends.

Credit quality review									3Q20 change from
($s in millions)	3Q20		2Q20		3Q19		2Q20				3Q19
							$	/bps	%			$/bps	%
Nonaccrual loans and leases	$ 1,277	$	990	$	737		$	287	29 %	$	540	73 %
90+ days past due and accruing	28		55		30			(27)	(49)			(2)	(7)
Net charge-offs	219		147		113			72	49			106	94
Provision for credit losses	428		464		101			(36)	(8)			327	NM
Allowance for credit losses	$ 2,736	$	2,527	$	1,308		$	209	8 %	$	1,428	109 %
Nonaccrual loans and leases to loans and leases	1.03 %		0.79 %		0.63 %			24 bps				40 bps
Net charge-offs as a % of total loans and leases	0.70		0.46		0.38			24				32
Allowance for credit losses to loans and leases	2.21		2.01		1.11			20				110
Allowance for credit losses to nonaccrual loans and leases	214.2 %		255.4 %		177.4 %			NM				NM

Nonacccrual loans of $1.3 billion increased $287 million, or 29%, compared with June 30, 2020, reflecting a $254 million increase in commercial driven by two credits to mall REITs, and a $33 million increase in retail. The nonaccrual loans to loans ratio of 1.03% at September 30, 2020 increased from 0.79% at June 30, 2020 and 0.63% at September 30, 2019. Nonaccrual loans increased $540 million, or 73%, compared with September 30, 2019, driven by a $479 million increase in commercial and a $61 million increase in retail.

Net charge-offs of $219 million increased $72 million from second quarter 2020 and $106 million compared with third quarter 2019. The increase in third quarter 2020 net charge-offs reflects an increase in commercial, primarily due to one credit to a mall REIT and one in metals and mining, and a decrease in retail reflecting the impact of forbearance. Third quarter 2020 net charge- offs were 70 basis points of average loans and leases compared with 46 basis points in second quarter 2020 and 38 basis points in third quarter 2019.

Third quarter 2020 provision for credit losses of $428 million includes a net reserve build of $209 million primarily in commercial, driven by retail and hospitality-related commercial real estate and casual dining. This compares to second quarter 2020 provision for credit losses of $464 million which included a net reserve build of $317 million and third quarter 2019 provision for credit losses of $101 million. Of note, in second quarter 2020, approximately $100 million of credit reserves associated with retail loans transferred to held-for-sale were reallocated to the remaining loan portfolio.

The third quarter 2020 ACL of $2.7 billion includes the $451 million impact of the adoption of CECL on January 1, 2020 and subsequent quarterly reserve increases totaling $989 million. This compares with $2.5 billion at June 30, 2020 and a pre-CECL adoption allowance of $1.3 billion at September 30, 2019.

The ACL ratio was 2.21% as of September 30, 2020, or 2.29% before the impact of PPP loans, compares with 2.01% as of June 30, 2020, or 2.09% before the impact of PPP loans, and 1.11% as of September 30, 2019. The allowance for credit losses to nonaccrual loans and leases ratio of 214% as of September 30, 2020 compares with 255% as of June 30, 2020 and 177% as of September 30, 2019.

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Citizens Financial Group, Inc.

Corresponding Financial Tables and Information

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

Media: Peter Lucht - 781.655.2289

Investors: Kristin Silberberg - 203.900.6854

Conference Call

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

Time: 9:00 am ET

Dial-in: [phone], conference ID 8419856

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

Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on October 16 through November 16, 2020. Please dial [phone] and enter access code 4748407. The webcast replay will be available at http:// investor.citizensbank.comunder Events & Presentations.

About Citizens Financial Group, Inc.

Citizens Financial Group, Inc. is one of the nation's oldest and largest financial institutions, with $179.2 billion in assets as of September 30, 2020. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a 24/7 customer contact center and the convenience of approximately 2,700 ATMs and approximately 1,000 branches in 11 states in the New England, Mid-Atlantic and Midwest regions. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.comor visit us on Twitter, LinkedInor Facebook.

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Citizens Financial Group, Inc.

Non-GAAP Financial Measures and Reconciliations (in millions, except share, per-share and ratio data)

Non-GAAP Financial Measures:

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

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

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (in millions, except share, per-shareand ratio data)

						QUARTERLY TRENDS
											3Q20 Change
		3Q20		2Q20		3Q19		2Q20			3Q19
								$			%	$			%
Total revenue, Underlying:
Total revenue (GAAP)	A	$1,791	$1,750	$1,638		$41			2%	$153			9%
Less: Notable items		-		-		-	-	-		-	-
Total revenue, Underlying (non-GAAP)	B	$1,791	$1,750	$1,638		$41			2%	$153			9%
Noninterest expense, Underlying:
Noninterest expense (GAAP)	C	$988	$979	$973		$9			1%	$15			2%
Less: Notable items		31	19	19		12			63	12			63
Noninterest expense, Underlying (non-GAAP)	D	$957	$960	$954		($3)			-%	$3			-%
Pre-provision profit:
Total revenue (GAAP)	A	$1,791	$1,750	$1,638		$41			2%	$153			9%
Less: Noninterest expense (GAAP)	C	988	979	973		9			1	15			2
Pre-provision profit (GAAP)		$803	$771	$665		$32			4%	$138			21%
Pre-provision profit, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,791	$1,750	$1,638		$41			2%	$153			9%
Less: Noninterest expense, Underlying (non-GAAP)	D	957	960	954		(3)			-	3			-
Pre-provision profit, Underlying (non-GAAP)		$834	$790	$684		$44			6%	$150			22%
Income before income tax expense, Underlying:
Income before income tax expense (GAAP)	E	$375	$307	$564		$68			22%	($189)			(34%)
Less: Expense before income tax benefit related to notable items		(31)	(19)	(19)		(12)			(63)	(12)			(63)
Income before income tax expense, Underlying (non-GAAP)	F	$406	$326	$583		$80			25%	($177)			(30%)
Income tax expense, Underlying:
Income tax expense (GAAP)	G	$61	$54	$115		$7			13%	($54)			(47%)
Less: Income tax benefit related to notable items		(7)	(9)	(15)		2			22	8			53
Income tax expense, Underlying (non-GAAP)	H	$68	$63	$130		$5			8%	($62)			(48%)
Net income, Underlying:
Net income (GAAP)	I	$314	$253	$449		$61			24%	($135)			(30%)
Add: Notable items, net of income tax benefit		24	10	4		14			140	20			NM
Net income, Underlying (non-GAAP)	J	$338	$263	$453		$75			29%	($115)			(25%)
Net income available to common stockholders, Underlying:
Net income available to common stockholders (GAAP)	K	$289	$225	$432		$64			28%	($143)			(33%)
Add: Notable items, net of income tax benefit		24	10	4		14			140	20			NM
Net income available to common stockholders, Underlying (non-GAAP)	L	$313	$235	$436		$78			33%	($123)			(28%)

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

						QUARTERLY TRENDS
											3Q20 Change
		3Q20		2Q20		3Q19	2Q20			3Q19
								$/bps	%		$/bps	%
Operating leverage:
Total revenue (GAAP)	A	$1,791	$1,750	$1,638		$41			2.36%	$153		9.29%
Less: Noninterest expense (GAAP)	C	988	979	973		9			1.02	15		1.52
Operating leverage											1.34%				7.77%
Operating leverage, Underlying:
Total revenue, Underlying (non-GAAP)	B	$1,791	$1,750	$1,638		$41			2.36%	$153		9.29%
Less: Noninterest expense, Underlying (non-GAAP)	D	957	960	954		(3)			(0.28)	3		0.32
Operating leverage, Underlying (non-GAAP)											2.64%				8.97%
Efficiency ratio and efficiency ratio, Underlying:
Efficiency ratio	C/A	55.18%	55.91%	59.40%		(73) bps			(422) bps
Efficiency ratio, Underlying (non-GAAP)	D/B	53.44	54.85	58.22		(141) bps			(478) bps
Effective income tax rate and effective income tax rate,
Underlying:
Effective income tax rate	G/E	16.10%	17.69%	20.46%		(159) bps			(436) bps
Effective income tax rate, Underlying (non-GAAP)	H/F	16.79	19.36	22.29		(257) bps			(550) bps
Return on average common equity and return on average
common equity, Underlying:
Average common equity (GAAP)	M	$20,534	$20,446	$20,533		$88			-%	$1		-%
Return on average common equity	K/M	5.60%	4.44%	8.35%		116 bps			(275) bps
Return on average common equity, Underlying (non-GAAP)	L/M	6.05	4.63	8.45		142 bps			(240) bps
Return on average tangible common equity and return on
average tangible common equity, Underlying:
Average common equity (GAAP)	M	$20,534	$20,446	$20,533		$88			-%	$1		-%
Less: Average goodwill (GAAP)		7,050	7,050	7,044		-	-	6		-
Less: Average other intangibles (GAAP)		62	65	73		(3)			(5)	(11)		(15)
Add: Average deferred tax liabilities related to goodwill (GAAP)		375	375	372		-	-	3		1
Average tangible common equity	N	$13,797		$13,706		$13,788		$91			1%		$9		-%
Return on average tangible common equity	K/N	8.33%	6.62%	12.44%		171 bps			(411) bps
Return on average tangible common equity, Underlying (non-
GAAP)	L/N	9.00	6.90	12.58		210 bps			(358) bps
Return on average total assets and return on average total
assets, Underlying:
Average total assets (GAAP)	O	$177,675	$179,793	$162,110		($2,118)			(1%)	$15,565		10%
Return on average total assets	I/O	0.70%	0.57%	1.10%		13 bps			(40) bps
Return on average total assets, Underlying (non-GAAP)	J/O	0.76	0.59	1.11		17 bps			(35) bps
Return on average total tangible assets and return on average
total tangible assets, Underlying:
Average total assets (GAAP)	P	$177,675	$179,793	$162,110		($2,118)			(1%)	$15,565		10%
Less: Average goodwill (GAAP)		7,050	7,050	7,044		-	-	6		-
Less: Average other intangibles (GAAP)		62	65	73		(3)			(5)	(11)		(15)
Add: Average deferred tax liabilities related to goodwill (GAAP)		375	375	372		-	-	3		1
Average tangible assets	Q	$170,938	$173,053	$155,365		($2,115)			(1%)	$15,573		10%
Return on average total tangible assets	I/Q	0.73%	0.59%	1.15%		14 bps			(42) bps
Return on average total tangible assets, Underlying (non-GAAP)	J/Q	0.79	0.61	1.16		18 bps			(37) bps

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

						QUARTERLY TRENDS
										3Q20 Change
		3Q20		2Q20		3Q19	2Q20				3Q19
								$/bps	%		$/bps	%
Tangible book value per common share:
Common shares - at period-end (GAAP)	R	427,073,084	426,824,594	443,913,525		248,490		-%	(16,840,441)		(4%)
Common stockholders' equity (GAAP)		$20,504	$20,453	$20,718		$51		-	($214)		(1)
Less: Goodwill (GAAP)		7,050	7,050	7,044		-		-	6		-
Less: Other intangible assets (GAAP)		60	63	71		(3)	(5)	(11)		(15)
Add: Deferred tax liabilities related to goodwill (GAAP)		377	376	373		1		-	4		1
Tangible common equity	S	$13,771	$13,716	$13,976		$55		-%	($205)		(1%)
Tangible book value per common share	S/R	$32.24	$32.13	$31.48		$0.11		-%	$0.76		2%
Net income per average common share - basic and diluted and net income per
average common share - basic and diluted, Underlying:
Average common shares outstanding - basic (GAAP)	T	426,846,096	426,613,053	445,703,987		233,043		-%	(18,857,891)		(4%)
Average common shares outstanding - diluted (GAAP)	U	427,992,349	427,566,920	447,134,595		425,429		-	(19,142,246)		(4)
Net income per average common share - basic (GAAP)	K/T	$0.68	$0.53	$0.97		$0.15	28	($0.29)		(30)
Net income per average common share - diluted (GAAP)	K/U	0.68	0.53	0.97		0.15	28	(0.29)		(30)
Net income per average common share - basic, Underlying
(non-GAAP)	L/T	0.73	0.55	0.98		0.18	33	(0.25)		(26)
Net income per average common share - diluted, Underlying
(non-GAAP)	L/U	0.73	0.55	0.98		0.18	33	(0.25)		(26)

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations (continued)

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

					QUARTERLY TRENDS
									3Q20 Change
	3Q20		2Q20		3Q19	2Q20			3Q19
							$/bps	%		$/bps	%
Salaries and employee benefits, Underlying:
Salaries and employee benefits (GAAP)	$524	$513	$508		$11		2%	$16		3%
Less: Notable items	13	4	5		9		225	8		160
Salaries and employee benefits, Underlying (non-GAAP)	$511	$509	$503		$2		-%	$8		2%
Equipment and software expense, Underlying:
Equipment and software expense (GAAP)	$149	$142	$130		$7		5%	$19		15%
Less: Notable items	1		-		-	1		100	1		100
Equipment and software expense, Underlying (non-GAAP)	$148	$142	$130		$6		4%	$18		14%
Outside services, Underlying:
Outside services (GAAP)	$139	$131	$128		$8		6%	$11		9%
Less: Notable items	16	12	14		4		33	2		14
Outside services, Underlying (non-GAAP)	$123	$119	$114		$4		3%	$9		8%
Occupancy, Underlying:
Occupancy (GAAP)	$81	$82	$80		($1)		(1%)	$1		1%
Less: Notable items	1	3		-	(2)		(67)	1		100
Occupancy, Underlying (non-GAAP)	$80	$79	$80		$1		1%		$-	-%

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Citizens Financial Group, Inc.

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

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

QUARTERLY TRENDS

										3Q20 Change
		3Q20		2Q20		3Q19	2Q20				3Q19
								$/bps	%		$/bps	%
Total loans, excluding the impact of PPP loans:
Total loans (GAAP)	A	$124,071	$125,713	$117,880		($1,642)	(1%)	$6,191	5%
Less: PPP loans		4,653	4,679		-	(26)	(1)	4,653	100
Total loans, excluding the impact of PPP loans (non-GAAP)	B	$119,418		$121,034		$117,880		($1,616)	(1%)		$1,538	1%
Total deposits (GAAP)	C	$142,921	$143,618	$124,714		($697)		-%	$18,207	15%
Allowance for credit losses (GAAP)	D	$2,736	$2,527	$1,308		$209	8%	$1,428	109%
Average loans, excluding the impact of PPP loans:
Average loans (GAAP)	E	$124,912	$128,755	$117,257		($3,843)	(3%)	$7,655	7%
Less: PPP loans		4,709	3,407		-	1,302	38	4,709	100
Average loans, excluding the impact of PPP loans (non-
F	$120,203	$125,348	$117,257		($5,145)	(4%)	$2,946	3%
GAAP)
Average deposits (GAAP)	G	$141,367	$141,597	$123,921		($230)		-%	$17,446	14%
Ratios:
Allowance for credit losses to total loans (GAAP)	D / A	2.21%	2.01%	1.11%		20 bps				110 bps
Allowance for credit losses to total loans, excluding the
impact of PPP loans (non-GAAP)	D / B	2.29%	2.09%	1.11%		20 bps				118 bps
Loans-to-deposits ratio (period-end balances) (GAAP)	A / C	86.81%	87.53%	94.52%		(72) bps				(771) bps
Loans-to-deposits ratio (period-end balances), excluding
the impact of PPP loans (non-GAAP)	B / C	83.56%	84.27%	94.52%		(71) bps				(1,096) bps
Loans-to-deposits ratio (average balances) (GAAP)	E / G	88.36%	90.93%	94.62%		(257) bps				(626) bps
Loans-to-deposits ratio (average balances), excluding the
impact of PPP loans (non-GAAP)	F / G	85.03%	88.53%	94.62%		(350) bps				(959) bps

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Citizens Financial Group, Inc.

Non-GAAP financial measures and reconciliations - Excluding the impact of PPP loans, COVID-19 Commercial line draws and loan sale activity

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

For the Twelve Months Ended

September 30, 2020

													3Q20 Change
	3Q20	2020 Loan		COVID-19		SBA PPP	Normalized		3Q19		3Q19			Normalized
	(GAAP)		Sales	Commercial		Loans	3Q20		(GAAP)	(GAAP)			3Q19
				Line Draws			(non-GAAP)								(non-GAAP)
												$	%	$	%
Average loans, excluding the impact of
PPP loans, COVID-19 Commercial Line
Draws, & loan sale activity	$ 124,912	$	2,558	$	(416)	$	(4,709)	$ 122,345	$	117,257		$7,655	7% $5,088	4%

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Citizens Financial Group, Inc.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends, as well as the potential effects of the COVID-19 pandemic 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 under regulatory capital standards and our ability to generate capital internally or raise capital on favorable terms;
• The effect of changes in interest rates on our net interest income, net interest margin and our mortgage originations, mortgage servicing rights and mortgages held for sale;
• Changes in interest rates and market liquidity, as well as the magnitude of such changes, which may reduce interest margins, impact funding sources and affect the ability to originate and distribute financial products in the primary and secondary markets;
• The effect of changes in the level of checking or savings account deposits on our funding costs and net interest margin;
• Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses;
• A failure in or breach of our operational or security systems or infrastructure, or those of our third party vendors or other service providers, including as a result of cyber-attacks; and
• Management's ability to identify and manage these and other risks.

In addition to the above factors, we also caution that the actual amounts and timing of any future common stock dividends or share repurchases will be subject to various factors, including our capital position, financial performance, capital impacts of strategic initiatives, market conditions, and regulatory and accounting considerations, as well as any other factors that our Board of Directors deems relevant in making such a determination. Therefore, there can be no assurance that we will repurchase shares or pay any dividends to holders of our common stock, or as to the amount of any such repurchases or

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Citizens Financial Group, Inc.

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.

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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.

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

CFG-IR

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