3Q21 Financial Results

October 20, 2021

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

This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends as well as the potential effects of the COVID-19 pandemic and associated lockdowns 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," "guidance" or similar expressions or future conditional verbs such as "may," "will," "should," "would," and "could."

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

  • Negative economic 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, including through the integration of Investors and the HSBC branches;
  • The COVID-19 pandemic and associated lockdowns and their 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;
  • An inability to complete the acquisitions of Investors or the HSBC branches, or changes in the current anticipated timeframe, terms or manner of such acquisitions;
  • Greater than expected costs or other difficulties related to the integration of our business and that of Investors and the relevant HSBC branches;
  • The inability to retain existing Investors or HSBC clients and employees following the closings of the Investors and HSBC branch acquisitions;
  • The occurrence of any event change or other circumstance that could give rise to the right of one or both parties to terminate (i) the agreement to acquire Investors or (ii) the agreement to acquire branches from HSBC; 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, risk-weighted assets, 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 and associated lockdowns 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. In addition, statements about our net charge-off guidance constitute forward-looking statements and are subject to the risk that the actual charge-offs may differ, possibly materially, from what is reflected in those statements due to, among other potential factors, the impact of the COVID-19 pandemic and the effectiveness of stimulus and forbearance programs in response, changes in economic conditions, and idiosyncratic events affecting our commercial loans. Statements about Citizens' agreement and plan of merger, dated July 28, 2021 (the "Investors acquisition agreement"), with Investors Bancorp, Inc. ("Investors") and CBNA's agreement, dated May 26, 2021 ("HSBC branch acquisition agreement") with HSBC Bank U.S.A., N.A. ("HSBC") to acquire certain branches from HSBC also constitute forward-looking statements and are subject to the risk that actual results could be materially different from those expressed in those statements, including if either or both transactions are not consummated in a timely manner or at all, or if integration is more costly or difficult than expected.

More information about factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in in our Annual Report on form 10-K and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

Non-GAAP Financial Measures:

This document contains non-GAAP financial measures denoted as Underlying results and excluding elevated cash. 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. Reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures are presented at the end of this presentation.

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

2

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.

3Q21 GAAP financial summary

Q/Q

Y/Y

$s in millions

3Q21

2Q21

3Q20

$/bps

%

$/bps

%

Net interest income

$

1,145

$

1,124

$

1,137

$

21

2

%

$

8

1

%

Noninterest income

514

485

654

29

6

(140)

(21)

Total revenue

1,659

1,609

1,791

50

3

(132)

(7)

Noninterest Expense

1,011

991

988

20

2

23

2

Pre-provision profit

648

618

803

30

5

(155)

(19)

Provision for credit losses

(33)

(213)

428

180

85

(461)

NM

Income before income tax expense

681

831

375

(150)

(18)

306

82

Income tax expense

151

183

61

(32)

(17)

90

148

Net income

$

530

$

648

$

314

$

(118)

(18) %

$

216

69

%

Preferred dividends

26

32

25

(6)

(19)

1

4

Net income available to common stockholders

$

504

$

616

$

289

$

(112)

(18) %

$

215

74

%

$s in billions

Average interest-earning assets

$

167.3

$

166.3

$

160.2

$

0.9

1

%

$

7.1

4

%

Average deposits

$

151.9

$

150.3

$

141.4

$

1.5

1

%

$

10.5

7

%

Performance metrics

Net interest margin(1)

2.72

%

2.71

%

2.82

%

1

bp

(10) bps

Net interest margin, FTE(1)

2.72

2.72

2.83

-

(11)

Loans-to-deposit ratio (period-end)

81.0

81.4

86.8

(37)

(580)

ROACE

9.4

11.9

5.6

(246)

379

ROTCE

13.7

17.5

8.3

(379)

538

ROA

1.1

1.4

0.7

(28)

43

ROTA

1.2

1.5

0.7

(29)

44

Efficiency ratio

60.9

61.6

55.2

(71)

574

Noninterest income as a % of total revenue

31

%

30

%

37

%

100

bps

(600) bps

FTEs(2)

17,366

17,472

17,930

(106)

(1) %

(564)

(3) %

Operating leverage

1.2

%

(9.6) %

Per common share

Diluted earnings

$

1.18

$

1.44

$

0.68

$

(0.26)

(18) %

$

0.50

74

%

Tangible book value

$

34.44

$

33.95

$

32.24

$

0.49

1

%

$

2.20

7

%

Average diluted shares outstanding (in millions)

427.8

427.6

428.0

0.3

-

%

(0.2)

-

%

3

See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including "Underlying" results. "Underlying" results exclude the impact of notable items described on page 23.

3Q21 Underlying financial summary(1)

Q/Q

Y/Y

$s in millions

3Q21

2Q21

3Q20

$/bps

%/bps

$/bps

%/bps

Net interest income

$

1,145

$

1,124

$

1,137

$

21

2

%

$

8

1

%

Noninterest income

514

485

654

29

6

(140)

(21)

Total revenue

1,659

1,609

1,791

50

3

(132)

(7)

Noninterest expense

988

980

957

8

1

31

3

Pre-provision profit

671

629

834

42

7

(163)

(20)

Provision for credit losses

(33)

(213)

428

180

85

(461)

NM

Net income available to common stockholders

$

520

$

624

$

313

$

(104)

(17)

%

$

207

66

%

Performance metrics

Noninterest income as a % of total revenue

31 %

30 %

37 %

100

bps

(600) bps

Efficiency ratio

59.5

60.9

53.4

(137)

611

ROTCE

14.2 %

17.7 %

9.0 %

(357) bps

517

bps

Diluted EPS

$

1.22

$

1.46

$

0.73

$

(0.24)

(16)

%

$

0.49

67

%

Tangible book value per share

$

34.44

$

33.95

$

32.24

$

0.49

1

%

$

2.20

7

%

4

See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including "Underlying" results. "Underlying" results exclude the impact of notable items described on page 23.

Overview(1)

Strong 3Q21

results

reflect our diversified business model

Continued

progress on

strategic

growth and

efficiency initiatives

Credit trends

favorable

Strong

capital,

liquidity and

funding

  • Underlying net income of $546 million and EPS of $1.22 reflect broad-based strength across our businesses and excellent credit results
  • Underlying PPNR of $671 million, up 7% from 2Q21 and down 20% from 3Q20
    • Strong results in Capital Markets and Wealth, along with a rebound in Mortgage
    • NII up 2% QoQ given interest-earning asset growth with stable margin, as accelerated PPP forgiveness was largely offset by elevated cash, along with day count benefit
      - Interest-bearing deposit costs of 14 bps, down 2 bps QoQ
    • Expenses up 1% QoQ; positive sequential operating leverage of 2.3%
  • Credit provision benefit of $33 million reflects strong credit performance and macroeconomic improvement
  • Underlying ROTCE of 14.2% compares with 17.7% in 2Q21 and 9.0% in 3Q20
  • TBV/share of $34.44 up 7% YoY and up ~1.5% QoQ
  • TOP 6 on track for total target pre-taxrun-rate benefit of ~$400-$425 million by YE2021
    • Developing TOP 7 program with details to be announced late this year
  • Prioritizing major strategic initiatives: Consumer national expansion; growing Citizens PayTM, widening Commercial coverage with launch of new verticals, and enhancing advisory capabilities
    • Announced acquisitions of Investors Bancorp, JMP Group and Willamette Management Associates, as we continue to 'play offense' in 2021
  • Credit trends remain highly favorable across retail and commercial; NCOs of 14 bps down from 25 bps at 2Q21, NPLs to loans of 0.61% is down from 0.64% at 2Q21
  • Allowance for credit losses coverage ratio of 1.63%, or 1.65% excluding PPP loans(1)
  • Strong capital levels with a CET1 ratio of 10.3%(2) stable with 10.3% in 2Q21 and 9.8% in 3Q20
  • Period-endLDR ratio of 81% vs. 87% a year ago; average DDA up 18% YoY and 3% QoQ, now 32% of total deposits
  • Total available liquidity of ~$76 billion at September 30, 2021

5

See pages 24-25 for notes and important information on Non-GAAP Financial Measures, including "Underlying" results. "Underlying" results exclude the impact of notable items described on page 23.

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Citizens Financial Group Inc. published this content on 20 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 October 2021 10:30:03 UTC.