EX-99.1 2 a4q22earningsrelease.htm EX-99.1
Citizens Financial Group, Inc. Reports Fourth Quarter 2022 Net Income of
$653 million and EPS of $1.25
Underlying Net Income of $685 million and EPS of $1.32*
2022 Net Income of $2.1 billion and EPS of $4.10, $4.84 on an Underlying basis

|  | Key Financial Data |  | 4Q22 | 3Q22 | 4Q21 |  |  |  |  |  | Fourth Quarter 2022 Highlights
Income Statement |  | ($s in millions) |  |  |  |  |  |  |  |  |  | ■Underlying EPS of $1.32 and ROTCE of 19.4% ■Underlying PPNR of $1.0 billion, up 2% QoQ –NII up 2% QoQ given improved net interest margin, up 5 bps –Fees down 1% QoQ with lower mortgage fees and FX and derivative products, partly offset by improvement in capital markets fees –Expenses well controlled, stable QoQ ■Positive underlying operating leverage of 1% QoQ –Underlying efficiency ratio improved to 54.4% ■Continued strong credit performance with NCO ratio of 22 bps ■Period-end and average loans broadly stable QoQ, up 1% ex-auto run off –Loan yield up 58 bps QoQ ■Period-end and average deposits up 1% QoQ; deposit costs up 49 bps ■Period-end LDR of 87%; liquidity position remains strong ■Strong CET1 ratio at upper end of target range at 10.0% ■TBV/share of $27.88, up 5% QoQ
| Total revenue |  | $ | 2,200 |  | $ | 2,177 |  | $ | 1,720 |  |  |  |  |
| Pre-provision profit |  | 960 |  | 936 |  | 659 |  |  |  |  |
| Underlying pre-provision profit |  | 1,003 |  | 982 |  | 710 |  |  |  |  |
| Provision (benefit) for credit losses |  | 132 |  | 123 |  | (25) |  |  |  |  |
| Net income |  | 653 |  | 636 |  | 530 |  |  |  |  |  |
| Underlying net income |  | 685 |  | 669 |  | 569 |  |  |  |  |
Balance Sheet & Credit Quality |  | ($s in billions) |  |  |  |  |  |  |  |
| Period-end loans and leases |  | $ | 156.7 |  | $ | 156.1 |  | $ | 128.2 |  |  |  |  |
| Average loans and leases |  | 157.1 |  | 156.9 |  | 125.2 |  |  |  |  |  |
| Period-end deposits |  | 180.7 |  | 178.6 |  | 154.4 |  |  |  |  |
| Average deposits |  | 179.0 |  | 177.6 |  | 153.0 |  |  |  |  |
| Period-end loans-to-deposit ratio |  | 86.7 | % | 87.4 | % | 83.0 | % |  |  |  |
| NCO ratio |  | 0.22 | % | 0.19 | % | 0.14 | % |  |  |  |  |
Financial Metrics |  | Diluted EPS |  | $ | 1.25 |  | $ | 1.23 |  | $ | 1.17 |  |  |  |  |
| Underlying EPS |  | 1.32 |  | 1.30 |  | 1.26 |  |  |  |  |  |
| ROTCE |  | 18.5 | % | 17.0 | % | 13.6 | % |  |  |  |
| Underlying ROTCE |  | 19.4 |  | 17.9 |  | 14.6 |  |  |  |  |  |
| Net interest margin, FTE |  | 3.30 |  | 3.25 |  | 2.66 |  |  |  |  |
| Efficiency ratio |  | 56.4 |  | 57.0 |  | 61.7 |  |  |  |  |
| Underlying efficiency ratio |  | 54.4 |  | 54.9 |  | 58.7 |  |  |  |  |  |
| CET1 |  | 10.0 | % | 9.8 | % | 9.9 | % |  |  |  |
| TBV/Share |  | $ | 27.88 |  | $ | 26.62 |  | $ | 34.61 |  |  |  |  |

Notable Items |  |  |  | 4Q22 |  | FY2022 |  |  |  |
| ($s in millions except per share data) |  | Pre-tax $ | EPS |  | Pre-tax $ | EPS |  |  |  |
| Integration related |  | $ | (35) |  | $ | (0.06) |  |  | $ | (413) |  | $ | (0.66) |  |  |  |  |
| TOP revenue and efficiency initiatives |  | (8) |  | (0.01) |  |  | (49) |  | (0.08) |  |  |  |  |
| Total: |  | $ | (43) |  | $ | (0.07) |  |  | $ | (462) |  | $ | (0.74) |  |  |  |  |

Comments from Chairman and CEO Bruce Van Saun

“We are pleased to deliver another solid quarterly performance, with ROTCE of 19.4% and an efficiency ratio of 54.4%, which caps a strong year overall for Citizens,“ said Chairman and CEO Bruce Van Saun. “We continue to focus on managing the balance sheet and interest rate position well given the macro environment, and we ended the year with a strong credit and capital position. We continue to up our game and deliver better and better for our stakeholders, which includes raising our
*Results presented on an Underlying basis are non-GAAP Financial Measures. See page 16 for additional information on our use of Non-GAAP Financial Measures.

Citizens Financial Group, Inc.
medium-term ROTCE target range to 16 to 18%. I’d like to thank our colleagues for their tremendous effort during 2022. We look forward to continuing our momentum in 2023, we are well prepared for the challenging and uncertain economic environment.”
Citizens also announced today that its board of directors declared a quarterly common stock dividend of $0.42 per share. The dividend is payable on February 14, 2023 to shareholders of record at the close of business on January 31, 2023.
2

Citizens Financial Group, Inc.
Earnings highlights(1):

|  | Quarterly Trends |  | Full Year
|  |  |  |  |  | 4Q22 change from |  |  |  |  |  | 2022 change from 2021
($s in millions, except per share data) |  | 4Q22 | 3Q22 | 4Q21 |  | 3Q22 |  | 4Q21 |  | 2022 |  | 2021 |
Earnings |  |  |  |  |  | $/bps | % |  | $/bps | % |  | $ |  | $ |  | $/bps
Net interest income |  | $ | 1,695 |  | $ | 1,665 |  | $ | 1,126 |  |  | $ | 30 |  | 2 | % |  | $ | 569 |  | 51 | % |  | $ | 6,012 |  |  | $ | 4,512 |  |  | $ | 1,500 |
Noninterest income |  | 505 |  | 512 |  | 594 |  |  | (7) |  | (1) |  |  | (89) |  | (15) |  |  | 2,009 |  |  | 2,135 |  |  | (126) |
Total revenue |  | 2,200 |  | 2,177 |  | 1,720 |  |  | 23 |  | 1 |  |  | 480 |  | 28 |  |  | 8,021 |  |  | 6,647 |  |  | 1,374 |
Noninterest expense |  | 1,240 |  | 1,241 |  | 1,061 |  |  | (1) |  | — |  |  | 179 |  | 17 |  |  | 4,892 |  |  | 4,081 |  |  | 811 |
Pre-provision profit |  | 960 |  | 936 |  | 659 |  |  | 24 |  | 3 |  |  | 301 |  | 46 |  |  | 3,129 |  |  | 2,566 |  |  | 563 |
Provision (benefit) for credit losses |  | 132 |  | 123 |  | (25) |  |  | 9 |  | 7 |  | 157 |  | NM |  | 474 |  |  | (411) |  |  | 885 |
Net income |  | 653 |  | 636 |  | 530 |  |  | 17 |  | 3 |  |  | 123 |  | 23 |  |  | 2,073 |  |  | 2,319 |  |  | (246) |
Preferred dividends |  | 32 |  | 25 |  | 32 |  |  | 7 |  | 28 |  |  | — |  | — |  |  | 113 |  |  | 113 |  |  | — |
Net income available to common stockholders |  | $ | 621 |  | $ | 611 |  | $ | 498 |  |  | $ | 10 |  | 2 | % |  | $ | 123 |  | 25 | % |  | $ | 1,960 |  |  | $ | 2,206 |  |  | $ | (246) |
After-tax notable Items |  | 32 |  | 33 |  | 39 |  |  | (1) |  | (3) |  | (7) |  | (18) |  | 352 |  |  | 78 |  |  | 274 |
Underlying net income |  | $ | 685 |  | $ | 669 |  | $ | 569 |  |  | $ | 16 |  | 2 | % |  | $ | 116 |  | 20 | % |  | $ | 2,425 |  |  | $ | 2,397 |  |  | $ | 28 |
Underlying net income available to common stockholders |  | 653 |  | 644 |  | 537 |  |  | 9 |  | 1 |  | 116 |  | 22 |  | $ | 2,312 |  |  | $ | 2,284 |  |  | $ | 28 |
Average common shares outstanding |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic (in millions) |  | 493.3 |  | 495.7 |  | 424.7 |  |  | (2.4) |  | — |  |  | 68.6 |  | 16 |  |  | 476.0 |  |  | 425.7 |  |  | 50.3 |
Diluted (in millions) |  | 495.5 |  | 497.5 |  | 426.9 |  |  | (2.0) |  | — |  |  | 68.6 |  | 16 |  |  | 477.8 |  |  | 427.4 |  |  | 50.4 |
Diluted earnings per share |  | $ | 1.25 |  | $ | 1.23 |  | $ | 1.17 |  |  | $ | 0.02 |  | 2 | % |  | $ | 0.08 |  | 7 | % |  | $ | 4.10 |  |  | $ | 5.16 |  |  | $ | (1.06) |
Underlying diluted earnings per share |  | 1.32 |  | 1.30 |  | 1.26 |  |  | 0.02 |  | 2 |  | 0.06 |  | 5 |  | $ | 4.84 |  |  | $ | 5.34 |  |  | $ | (0.50) |
Performance metrics |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net interest margin |  | 3.29 | % | 3.24 | % | 2.66 | % |  | 5 | bps |  |  | 63 | bps |  |  | 3.10 | % |  | 2.71 | % |  | 39 | bps
Net interest margin, FTE |  | 3.30 |  | 3.25 |  | 2.66 |  |  | 5 |  |  |  | 64 |  |  |  | 3.10 |  |  | 2.72 |  |  | 38 |
Effective income tax rate |  | 21.2 |  | 21.8 |  | 22.4 |  |  | (64) |  |  |  | (124) |  |  |  | 21.9 |  |  | 22.1 |  |  | (17) |
Efficiency ratio |  | 56.4 |  | 57.0 |  | 61.7 |  |  | (66) |  |  |  | (532) |  |  |  | 61.0 |  |  | 61.4 |  |  | (41) |
Underlying efficiency ratio |  | 54.4 |  | 54.9 |  | 58.7 |  |  | (48) |  |  |  | (429) |  |  |  | 57.5 |  |  | 59.8 |  |  | (231) |
Return on average common equity |  | 11.6 |  | 10.9 |  | 9.3 |  |  | 65 |  |  |  | 230 |  |  |  | 9.0 |  |  | 10.5 |  |  | (147) |
Return on average tangible common equity |  | 18.5 |  | 17.0 |  | 13.6 |  |  | 150 |  |  |  | 489 |  |  |  | 13.9 |  |  | 15.4 |  |  | (153) |
Underlying return on average tangible common equity |  | 19.4 |  | 17.9 |  | 14.6 |  |  | 149 |  |  |  | 479 |  |  |  | 16.4 |  |  | 16.0 |  |  | 43 |
Return on average total assets |  | 1.15 |  | 1.12 |  | 1.12 |  |  | 3 |  |  |  | 3 |  |  |  | 0.96 |  |  | 1.25 |  |  | (29) |
Return on average total tangible assets |  | 1.19 |  | 1.16 |  | 1.17 |  |  | 3 |  |  |  | 2 |  |  |  | 1.00 |  |  | 1.30 |  |  | (30) |
Underlying return on average total tangible assets |  | 1.25 | % | 1.22 | % | 1.25 | % |  | 3 | bps |  |  | — | bps |  |  | 1.17 | % |  | 1.34 | % |  | (17) | bps
Capital adequacy(2,3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common equity tier 1 capital ratio |  | 10.0 | % | 9.8 | % | 9.9 | % |  |  |  |  |  |  |  |  |  |  |  |
Total capital ratio |  | 12.8 |  | 12.6 |  | 12.7 |  |  |  |  |  |  |  |  |  |  |  |  |
Tier 1 leverage ratio |  | 9.3 |  | 9.2 |  | 9.7 |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for credit losses to loans and leases |  | 1.43 | % | 1.41 | % | 1.51 | % |  | 2 | bps |  |  | (8) | bps |  |  |  |  |  |  |
Asset quality(3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Nonaccrual loans and leases to loans and leases |  | 0.60 | % | 0.55 | % | 0.55 | % |  | 5 | bps |  |  | 5 | bps |  |  |  |  |  |  |
Allowance for credit losses to nonaccrual loans and leases |  | 237 |  | 258 |  | 276 |  |  | (2,033) |  |  |  | (3,840) |  |  |  |  |  |  |  |
Net charge-offs as a % of average loans and leases |  | 0.22 | % | 0.19 | % | 0.14 | % |  | 3 | bps |  |  | 8 | bps |  |  | 0.18 | % |  | 0.26 | % |  | (8) | bps

1) Unless otherwise noted, references to balance sheet items are on an average basis, loans exclude loans held for sale, earnings per share
represent fully diluted per common share and references to NIM are on a FTE basis.
2) Current reporting-period regulatory capital ratios are preliminary.
3) Capital adequacy and asset-quality ratios calculated on a period-end basis, except net charge-offs.
3

Citizens Financial Group, Inc.
The following table provides information on Underlying results which exclude the impact of notable items.
Underlying results:

|  | Quarterly Trends |  | Full Year
|  |  |  |  |  | 4Q22 change from |  |  |  |  | 2022 Change
($s in millions, except per share data) |  | 4Q22 | 3Q22 | 4Q21 |  | 3Q22 |  | 4Q21 |  | 2022 | 2021 |  | from 2021
|  |  |  |  |  | $/bps | % |  | $/bps | % |  |  |  |  | %
Net interest income |  | $ | 1,695 |  | $ | 1,665 |  | $ | 1,126 |  |  | $ | 30 |  | 2 | % |  | $ | 569 |  | 51 | % |  | $ | 6,012 |  | $ | 4,512 |  |  | 33 | %
Noninterest income |  | 505 |  | 512 |  | 594 |  |  | (7) |  | (1) |  |  | (89) |  | (15) |  |  | 2,040 |  | 2,135 |  |  | (4) |
Total revenue |  | $ | 2,200 |  | $ | 2,177 |  | $ | 1,720 |  |  | $ | 23 |  | 1 | % |  | $ | 480 |  | 28 | % |  | $ | 8,052 |  | $ | 6,647 |  |  | 21 | %
Noninterest expense |  | $ | 1,197 |  | $ | 1,195 |  | $ | 1,010 |  |  | $ | 2 |  | — | % |  | $ | 187 |  | 19 | % |  | $ | 4,630 |  | $ | 3,976 |  |  | 16 | %
Provision (benefit) for credit losses |  | 132 |  | 123 |  | (25) |  |  | 9 |  | 7 |  | 157 |  | NM |  | 305 |  | (411) |  |  | NM
Net income available to common stockholders |  | $ | 653 |  | $ | 644 |  | $ | 537 |  |  | $ | 9 |  | 1 | % |  | $ | 116 |  | 22 | % |  | $ | 2,312 |  | $ | 2,284 |  |  | 1 | %
Performance metrics |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
EPS |  | $ | 1.32 |  | $ | 1.30 |  | $ | 1.26 |  |  | $ | 0.02 |  | 2 | % |  | $ | 0.06 |  | 5 | % |  | $ | 4.84 |  | $ | 5.34 |  |  | (9) | %
Efficiency ratio |  | 54.4 | % | 54.9 | % | 58.7 | % |  | (48) | bps |  |  | (429) | bps |  |  | 57.5 |  | 59.8 |  |  | (231) |
Return on average tangible common equity |  | 19.4 | % | 17.9 | % | 14.6 | % |  | 149 | bps |  |  | 479 | bps |  |  | 16.4 | % | 16.0 | % |  | 43 | bps
Operating leverage |  |  |  |  |  |  | 0.9 | % |  |  | 9.4 | % |  |  |  |  | 4.7 | %

Consolidated balance sheet review(1):

|  |  |  |  |  |  |  | 4Q22 change from
($s in millions) |  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21
|  |  |  |  |  |  |  | $/bps | % |  | $/bps | %
Total assets |  | $ | 226,733 |  |  | $ | 224,684 |  |  | $ | 188,409 |  |  | $ | 2,049 |  | 1 | % |  | $ | 38,324 |  | 20 | %
Total loans and leases |  | 156,662 |  |  | 156,140 |  |  | 128,163 |  |  | 522 |  | — |  |  | 28,499 |  | 22 |
Total loans held for sale |  | 982 |  |  | 1,962 |  |  | 3,468 |  |  | (980) |  | (50) |  |  | (2,486) |  | (72) |
Deposits |  | 180,724 |  |  | 178,566 |  |  | 154,361 |  |  | 2,158 |  | 1 |  |  | 26,363 |  | 17 |
Stockholders' equity |  | 23,690 |  |  | 23,146 |  |  | 23,420 |  |  | 544 |  | 2 |  |  | 270 |  | 1 |
Stockholders' common equity |  | 21,676 |  |  | 21,132 |  |  | 21,406 |  |  | 544 |  | 3 |  |  | 270 |  | 1 |
Tangible common equity |  | $ | 13,728 |  |  | $ | 13,197 |  |  | $ | 14,609 |  |  | $ | 531 |  | 4 | % |  | $ | (881) |  | (6) | %
Loans-to-deposit ratio (period-end)(2) |  | 86.7 | % |  | 87.4 | % |  | 83.0 | % |  | (75) | bps |  |  | 366 | bps |
Loans-to-deposit ratio (average)(2) |  | 87.7 | % |  | 88.3 | % |  | 81.8 | % |  | (58) | bps |  |  | 591 | bps |
1) Represents period end unless otherwise noted. |  |  |  |  |  |
2) Excludes loans held for sale.

4

Citizens Financial Group, Inc.
Notable items:
Quarterly results for third and fourth quarter 2022 and fourth quarter 2021 reflect notable items primarily related to integration costs associated with the acquisitions of HSBC, ISBC and JMP Group LLC, as well as TOP revenue and efficiency initiatives. In addition, full year 2022 results include notable items representing the day-one CECL provision expense ("double count") related to the HSBC and ISBC transactions. These notable items have been excluded from reported results to better reflect Underlying operating results.

Notable items - integration related |  | 4Q22 |  | 3Q22 |  | 4Q21 |  | FY 2022 |  | FY 2021 |  |  |  |
($s in millions, except per share data) |  | Pre-tax |  | After-tax |  |  |  | Pre-tax |  | After-tax |  |  |  | Pre-tax |  | After-tax |  | Pre-tax |  | After-tax |  | Pre-tax |  | After-tax |  |  |  |  |  |  |  |
Noninterest income |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | (31) |  |  | $ | (23) |  |  | $ | — |  |  | $ | — |  |  |  |  |  |  |  |  |
EPS Impact - Noninterest income |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  | $ | (0.05) |  |  |  |  | $ | — |  |  |  |  |  |  |  |  |
Salaries & benefits |  | $ | (13) |  |  | $ | (9) |  |  |  |  | $ | (17) |  |  | $ | (12) |  |  |  |  | $ | (3) |  |  | $ | (2) |  |  | $ | (98) |  |  | $ | (72) |  |  | $ | (3) |  |  | $ | (2) |  |  |  |  |  |  |  |  |
Outside services |  | (15) |  |  | (12) |  |  |  |  | (11) |  |  | (8) |  |  |  |  | (22) |  |  | (17) |  |  | (89) |  |  | (67) |  |  | (28) |  |  | (21) |  |  |  |  |  |  |  |  |
Equipment and software |  | (1) |  |  | (1) |  |  |  |  | — |  |  | — |  |  |  |  | (1) |  |  | (1) |  |  | (1) |  |  | (1) |  |  | (1) |  |  | (1) |  |  |  |  |  |  |  |  |
Occupancy |  | — |  |  | — |  |  |  |  | (2) |  |  | (1) |  |  |  |  | — |  |  | — |  |  | (2) |  |  | (1) |  |  | — |  |  | — |  |  |  |  |  |  |  |  |
Other expense |  | (6) |  |  | (4) |  |  |  |  | (7) |  |  | (5) |  |  |  |  | (3) |  |  | (2) |  |  | (23) |  |  | (16) |  |  | (3) |  |  | (2) |  |  |  |  |  |  |  |  |
Noninterest expense |  | $ | (35) |  |  | $ | (26) |  |  |  |  | $ | (37) |  |  | $ | (26) |  |  |  |  | $ | (29) |  |  | $ | (22) |  |  | $ | (213) |  |  | $ | (157) |  |  | $ | (35) |  |  | $ | (26) |  |  |  |  |  |  |  |  |
EPS Impact - Noninterest expense |  |  |  | $ | (0.06) |  |  |  |  |  |  | $ | (0.06) |  |  |  |  |  |  | $ | (0.05) |  |  |  |  | $ | (0.34) |  |  |  |  | $ | (0.06) |  |  |  |  |  |  |  |  |
ISBC/HSBC Day 1 CECL provision expense (“double count”) |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | (169) |  |  | $ | (126) |  |  | $ | — |  |  | $ | — |  |  |  |  |  |  |  |  |
EPS Impact - Provision for credit losses |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  | $ | (0.26) |  |  |  |  | $ | — |  |  |  |  |  |  |  |  |
Tax integration cost |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | (6) |  |  | $ | — |  |  | $ | — |  |  |  |  |  |  |  |  |
EPS Impact - Tax integration cost |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  |  |  | $ | — |  |  |  |  | $ | (0.01) |  |  |  |  | $ | — |  |  |  |  |  |  |  |  |
Total integration related |  | $ | (35) |  |  | $ | (26) |  |  |  |  | $ | (37) |  |  | $ | (26) |  |  |  |  | $ | (29) |  |  | $ | (22) |  |  | $ | (413) |  |  | $ | (312) |  |  | $ | (35) |  |  | $ | (26) |  |  |  |  |  |  |  |  |
EPS Impact - Total integration related |  |  |  | $ | (0.06) |  |  |  |  |  |  | $ | (0.06) |  |  |  |  |  |  | $ | (0.05) |  |  |  |  | $ | (0.66) |  |  |  |  | $ | (0.06) |  |  |  |  |  |  |  |  |
Other notable items - TOP related | 4Q22 |  | 3Q22 |  | 4Q21 |  | FY 2022 |  | FY 2021 |  |  |  |
($s in millions, except per share data) |  | Pre-tax |  | After-tax |  |  |  | Pre-tax |  | After-tax |  |  |  | Pre-tax |  | After-tax |  | Pre-tax |  | After-tax |  | Pre-tax |  | After-tax |  |  |  |  |  |  |  |
Other notable items- TOP & other actions |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Tax notable items |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | (3) |  |  | $ | — |  |  | $ | — |  |  |  |  |  |  |  |  |
Salaries & benefits |  | (2) |  |  | (2) |  |  |  |  | — |  |  | — |  |  |  |  | (2) |  |  | (2) |  |  | (12) |  |  | (9) |  |  | 11 |  |  | 8 |  |  |  |  |  |  |  |  |
Outside services |  | (2) |  |  | (1) |  |  |  |  | (9) |  |  | (7) |  |  |  |  | (15) |  |  | (11) |  |  | (24) |  |  | (18) |  |  | (32) |  |  | (24) |  |  |  |  |  |  |  |  |
Equipment and software |  | (1) |  |  | — |  |  |  |  | — |  |  | — |  |  |  |  | (1) |  |  | (1) |  |  | (9) |  |  | (6) |  |  | (16) |  |  | (12) |  |  |  |  |  |  |  |  |
Occupancy |  | (2) |  |  | (2) |  |  |  |  | — |  |  | — |  |  |  |  | (5) |  |  | (4) |  |  | (3) |  |  | (3) |  |  | (18) |  |  | (13) |  |  |  |  |  |  |  |  |
Other expense |  | (1) |  |  | (1) |  |  |  |  | — |  |  | — |  |  |  |  | 1 |  |  | 1 |  |  | (1) |  |  | (1) |  |  | (15) |  |  | (11) |  |  |  |  |  |  |  |  |
Noninterest expense |  | $ | (8) |  |  | $ | (6) |  |  |  |  | $ | (9) |  |  | $ | (7) |  |  |  |  | $ | (22) |  |  | $ | (17) |  |  | $ | (49) |  |  | $ | (37) |  |  | $ | (70) |  |  | $ | (52) |  |  |  |  |  |  |  |  |
Total Other Notable Items |  | $ | (8) |  |  | $ | (6) |  |  |  |  | $ | (9) |  |  | $ | (7) |  |  |  |  | $ | (22) |  |  | $ | (17) |  |  | $ | (49) |  |  | $ | (40) |  |  | $ | (70) |  |  | $ | (52) |  |  |  |  |  |  |  |  |
EPS Impact - Other Notable Items |  |  |  | $ | (0.01) |  |  |  |  |  |  | $ | (0.01) |  |  |  |  |  |  | $ | (0.04) |  |  |  |  | $ | (0.08) |  |  |  |  | $ | (0.12) |  |  |  |  |  |  |  |  |
Total Notable Items |  | $ | (43) |  |  | $ | (32) |  |  |  |  | $ | (46) |  |  | $ | (33) |  |  |  |  | $ | (51) |  |  | $ | (39) |  |  | $ | (462) |  |  | $ | (352) |  |  | $ | (105) |  |  | $ | (78) |  |  |  |  |  |  |  |  |
Total EPS Impact |  |  |  | $ | (0.07) |  |  |  |  |  |  | $ | (0.07) |  |  |  |  |  |  | $ | (0.09) |  |  |  |  | $ | (0.74) |  |  |  |  | $ | (0.18) |  |  |  |  |  |  |  |  |

5

Citizens Financial Group, Inc.
Discussion of results:

Net interest income |  |  |  |  |  |  |  | 4Q22 change from
($s in millions) |  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21
|  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | %
Interest income: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and fees on loans and leases and loans held for sale |  | $ | 1,919 |  |  | $ | 1,690 |  |  | $ | 1,079 |  |  | $ | 229 |  |  | 14 | % |  | $ | 840 |  |  | 78 | %
Investment securities |  | 258 |  |  | 243 |  |  | 119 |  |  | 15 |  |  | 6 |  |  | 139 |  |  | 117 |
Interest-bearing deposits in banks |  | 75 |  |  | 36 |  |  | 4 |  |  | 39 |  |  | 108 |  |  | 71 |  |  | NM
Total interest income |  | $ | 2,252 |  |  | $ | 1,969 |  |  | $ | 1,202 |  |  | $ | 283 |  |  | 14 | % |  | $ | 1,050 |  |  | 87 | %
Interest expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 396 |  |  | $ | 176 |  |  | $ | 33 |  |  | $ | 220 |  |  | 125 | % |  | $ | 363 |  |  | NM
Short-term borrowed funds |  | 2 |  |  | 11 |  |  | 1 |  |  | (9) |  |  | (82) |  |  | 1 |  |  | 100 |
Long-term borrowed funds |  | 159 |  |  | 117 |  |  | 42 |  |  | 42 |  |  | 36 |  |  | 117 |  |  | NM
Total interest expense |  | $ | 557 |  |  | $ | 304 |  |  | $ | 76 |  |  | $ | 253 |  |  | 83 | % |  | $ | 481 |  |  | NM
Net interest income |  | $ | 1,695 |  |  | $ | 1,665 |  |  | $ | 1,126 |  |  | $ | 30 |  |  | 2 | % |  | $ | 569 |  |  | 51 | %
Net interest margin, FTE |  | 3.30 | % |  | 3.25 | % |  | 2.66 | % |  | 5 | bps |  |  |  | 64 | bps |  |

Fourth quarter 2022 | vs. | third quarter 2022

Net interest income of $1.7 billion increased 2%, reflecting higher net interest margin. The company continues to benefit from the transformation of its deposit base and careful management of deposit betas.
•Net interest margin of 3.30% increased 5 basis points, reflecting higher earning-asset yields given higher market interest rates, partially offset by increased funding costs.

Fourth quarter 2022 | vs. | fourth quarter 2021

Net interest income of $1.7 billion increased 51%, reflecting a higher net interest margin and 22% growth in average interest-earning assets, including the impact of the HSBC and ISBC transactions.
•Net interest margin of 3.30% increased 64 basis points, reflecting higher earning-asset yields given higher market interest rates and loan growth, partially offset by increased funding costs.
6

Citizens Financial Group, Inc.

Noninterest Income |  |  |  |  |  |  |  | 4Q22 change from
($s in millions) |  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21
|  |  |  |  |  |  |  | $ |  | % |  | $ |  | %
Service charges and fees |  | $ | 105 |  |  | $ | 109 |  |  | $ | 100 |  |  | $ | (4) |  |  | (4) | % |  | $ | 5 |  |  | 5 | %
Capital markets fees |  | 98 |  |  | 89 |  |  | 184 |  |  | 9 |  |  | 10 |  |  | (86) |  |  | (47) |
Card fees |  | 71 |  |  | 71 |  |  | 65 |  |  | — |  |  | — |  |  | 6 |  |  | 9 |
Mortgage banking fees |  | 54 |  |  | 66 |  |  | 76 |  |  | (12) |  |  | (18) |  |  | (22) |  |  | (29) |
Trust and investment services fees |  | 61 |  |  | 61 |  |  | 60 |  |  | — |  |  | — |  |  | 1 |  |  | 2 |
Foreign exchange and derivative products |  | 35 |  |  | 42 |  |  | 35 |  |  | (7) |  |  | (17) |  |  | — |  |  | — |
Letter of credit and loan fees |  | 41 |  |  | 40 |  |  | 41 |  |  | 1 |  |  | 3 |  |  | — |  |  | — |
Securities gains, net |  | 4 |  |  | — |  |  | 1 |  |  | 4 |  |  | 100 |  | 3 |  |  | NM
Other income(1) |  | 36 |  |  | 34 |  |  | 32 |  |  | 2 |  |  | 6 |  | 4 |  |  | 13
Noninterest income |  | $ | 505 |  |  | $ | 512 |  |  | $ | 594 |  |  | $ | (7) |  |  | (1) | % |  | $ | (89) |  |  | (15) | %

Fourth quarter 2022 | vs. | third quarter 2022

Underlying noninterest income of $505 million decreased $7 million, or 1%.
•Service charges and fees decreased $4 million, primarily reflecting the impact of the elimination of non-sufficient funds fees.
•Capital markets fees increased $9 million, given increased underwriting and M&A advisory fees.
•Mortgage banking fees decreased $12 million, driven mainly by lower production volume given higher interest rates.
•Foreign exchange and derivative products revenue decreased $7 million, reflecting a net $5 million negative CVA/DVA impact, while business results were relatively stable.

Fourth quarter 2022 | vs. | fourth quarter 2021

Underlying noninterest income of $505 million decreased $89 million, or 15%, reflecting lower capital markets and mortgage banking fees.
•Service charges and fees increased $5 million, reflecting the benefit of acquisitions.
•Capital markets fees decreased $86 million, reflecting lower syndications and M&A advisory fees given challenging market conditions.
•Mortgage banking fees decreased $22 million, driven by lower production volumes and lower gain-on-sale margins, partially offset by higher servicing revenue.
•Card fees increased $6 million, given higher transaction volumes.
7

Citizens Financial Group, Inc.

Noninterest Expense |  |  |  |  |  | 4Q22 change from
($s in millions) |  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21
|  |  |  |  |  |  |  | $ | % |  | $ | %
Salaries and employee benefits |  | $ | 633 |  |  | $ | 639 |  |  | $ | 551 |  |  | $ | (6) |  | (1) | % |  | $ | 82 |  | 15 | %
Outside services |  | 170 |  |  | 172 |  |  | 175 |  |  | (2) |  | (1) |  |  | (5) |  | (3) |
Equipment and software |  | 170 |  |  | 159 |  |  | 146 |  |  | 11 |  | 7 |  |  | 24 |  | 16 |
Occupancy |  | 110 |  |  | 106 |  |  | 86 |  |  | 4 |  | 4 |  |  | 24 |  | 28 |
Other operating expense |  | 157 |  |  | 165 |  |  | 103 |  |  | (8) |  | (5) |  |  | 54 |  | 52 |
Noninterest expense |  | $ | 1,240 |  |  | $ | 1,241 |  |  | $ | 1,061 |  |  | $ | (1) |  | — | % |  | $ | 179 |  | 17 | %
Notable items |  | $ | 43 |  |  | $ | 46 |  |  | $ | 51 |  |  | $ | (3) |  | (7) | % |  | $ | (8) |  | (16)%
Underlying, as applicable |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 618 |  |  | $ | 622 |  |  | $ | 546 |  |  | $ | (4) |  | (1) | % |  | $ | 72 |  | 13 | %
Outside services |  | 153 |  |  | 152 |  |  | 138 |  |  | 1 |  | 1 |  |  | 15 |  | 11 |
Equipment and software |  | 168 |  |  | 159 |  |  | 144 |  |  | 9 |  | 6 |  |  | 24 |  | 17 |
Occupancy |  | 108 |  |  | 104 |  |  | 81 |  |  | 4 |  | 4 |  |  | 27 |  | 33 |
Other operating expense |  | 150 |  |  | 158 |  |  | 101 |  |  | (8) |  | (5) |  |  | 49 |  | 49 |
Underlying noninterest expense |  | $ | 1,197 |  |  | $ | 1,195 |  |  | $ | 1,010 |  |  | $ | 2 |  | — | % |  | $ | 187 |  | 19 | %

Fourth quarter 2022 | vs. | third quarter 2022

Underlying noninterest expense of $1.2 billion is broadly stable, reflecting modest increases in equipment and software and occupancy, largely offset by lower salaries and employee benefits and lower FDIC insurance. Results reflect strong expense discipline and the benefit of efficiency initiatives.
The effective tax rate was 21.2%, down from 21.8%.

Fourth quarter 2022 | vs. | fourth quarter 2021

Underlying noninterest expense of $1.2 billion, increased 4% excluding the HSBC and ISBC transactions, and the Commercial fee-based acquisitions that closed after second quarter 2021, reflecting increased equipment and software expense, as well as higher other operating expenses, primarily advertising, FDIC insurance and travel costs, partially offset by the benefit of efficiency initiatives.
The effective tax rate of 21.2% was down from 22.4% in fourth quarter 2021.
8

Citizens Financial Group, Inc.

Interest-earning assets |  |  |  |  | 4Q22 change from
($s in millions) | 4Q22 | 3Q22 | 4Q21 |  | 3Q22 |  | 4Q21
Period-end interest-earning assets |  |  |  |  | $ |  | % |  | $ |  | %
Investments | $ | 35,052 |  | $ | 34,813 |  | $ | 29,042 |  |  | $ | 239 |  |  | 1 | % |  | $ | 6,010 |  |  | 21 | %
Interest-bearing deposits in banks | 9,361 |  | 7,186 |  | 8,319 |  |  | 2,175 |  |  | 30 |  |  | 1,042 |  |  | 13 |
Commercial loans and leases | 82,180 |  | 81,114 |  | 60,350 |  |  | 1,066 |  |  | 1 |  |  | 21,830 |  |  | 36 |
Retail loans | 74,482 |  | 75,026 |  | 67,813 |  |  | (544) |  |  | (1) |  |  | 6,669 |  |  | 10 |
Total loans and leases | 156,662 |  | 156,140 |  | 128,163 |  |  | 522 |  |  | — |  |  | 28,499 |  |  | 22 |
Loans held for sale, at fair value | 774 |  | 1,048 |  | 2,733 |  |  | (274) |  |  | (26) |  |  | (1,959) |  |  | (72) |
Other loans held for sale | 208 |  | 914 |  | 735 |  |  | (706) |  |  | (77) |  | (527) |  |  | (72)
Total loans and leases and loans held for sale | 157,644 |  | 158,102 |  | 131,631 |  |  | (458) |  |  | — |  |  | 26,013 |  |  | 20 |
Total period-end interest-earning assets | $ | 202,057 |  | $ | 200,101 |  | $ | 168,992 |  |  | $ | 1,956 |  |  | 1 | % |  | $ | 33,065 |  |  | 20 | %
Average interest-earning assets |  |  |  |  |  |  |  |  |  |  |
Investments | $ | 38,772 |  | $ | 38,510 |  | $ | 28,193 |  |  | $ | 262 |  |  | 1 | % |  | $ | 10,579 |  |  | 38 | %
Interest-bearing deposits in banks | 6,915 |  | 5,203 |  | 11,152 |  |  | 1,712 |  |  | 33 |  |  | (4,237) |  |  | (38) |
Commercial loans and leases | 82,468 |  | 82,047 |  | 58,900 |  |  | 421 |  |  | 1 |  |  | 23,568 |  |  | 40 |
Retail loans | 74,631 |  | 74,832 |  | 66,309 |  |  | (201) |  |  | — |  |  | 8,322 |  |  | 13 |
Total loans and leases | 157,099 |  | 156,879 |  | 125,209 |  |  | 220 |  |  | — |  |  | 31,890 |  |  | 25 |
Loans held for sale, at fair value | 1,179 |  | 1,600 |  | 3,133 |  |  | (421) |  |  | (26) |  |  | (1,954) |  |  | (62) |
Other loans held for sale | 557 |  | 1,385 |  | 321 |  |  | (828) |  |  | (60) |  | 236 |  |  | 74
Total loans and leases and loans held for sale | 158,835 |  | 159,864 |  | 128,663 |  |  | (1,029) |  |  | (1) |  |  | 30,172 |  |  | 23 |
Total average interest-earning assets | $ | 204,522 |  | $ | 203,577 |  | $ | 168,008 |  |  | $ | 945 |  |  | — | % |  | $ | 36,514 |  |  | 22 | %

Fourth quarter 2022 | vs. | third quarter 2022

Period-end interest-earning assets of $202.1 billion increased $2.0 billion, or 1%, driven by a $2.2 billion increase in cash held in interest-bearing deposits, as well as a $522 million increase in total loans and leases and a $239 million increase in investments. The increase in loans and leases reflects a $1.1 billion, or 1%, increase in commercial loans and leases, given growth in C&I and in commercial real estate, primarily reflecting line draws and slower paydowns. This was partially offset by a $544 million decrease in retail, given planned run off in auto, partially offset by growth in home equity and mortgage. Excluding the auto run off, period-end total loan growth is 1% and retail loan growth is 1%.
Average interest-earning assets of $204.5 billion increased $945 million driven by a $1.7 billion increase in cash held in interest-bearing deposits and a $220 million increase in loans and leases, partly offset by a $1.2 billion decrease in loans held for sale. Loan growth was driven by commercial, reflecting modest growth in both C&I and in commercial real estate. Excluding the auto run off, average total loan growth is 1% and retail loan growth is 1%.
The average effective duration of the securities portfolio was 5.8 years compared with 5.9 years at September 30, 2022 and 4.3 years at December 31, 2021.

Fourth quarter 2022 | vs. | fourth quarter 2021

Period-end interest-earning assets of $202.1 billion increased $33.1 billion, or 20%, as a $28.5 billion increase in loans, a $6.0 billion increase in investments and a $1.0 billion increase in cash held in interest-bearing deposits was partly offset by a $2.5 billion decrease in loans held for sale. Excluding the impact of the HSBC and ISBC transactions, loan growth was 6% with 11% growth in commercial led by C&I, and 2% growth in retail given strength in mortgage and home equity, partially offset by planned run off in auto and personal unsecured installment loans. Excluding the auto run off, period-end total loan growth is 9% and retail loan growth is 7%.
Average interest-earning assets of $204.5 billion increased $36.5 billion, or 22%, as a $31.9 billion increase in loans and a $10.6 billion increase in investments were partly offset by a $4.2 billion decrease in cash held in interest-bearing deposits reflecting the deployment of elevated liquidity. Results also reflect a $1.7 billion decrease in loans held for sale. Excluding the impact of the HSBC and ISBC transactions, loan growth was 9%, with 14% growth in commercial, primarily reflecting growth in
9

Citizens Financial Group, Inc.
C&I. Retail loans increased 5%, driven by mortgage and home equity, partially offset by planned run off of auto and personal unsecured installment loans. Excluding the auto run off, average total loan growth is 11% and retail loan growth is 8%.
10

Citizens Financial Group, Inc.

Deposits |  |  |  |  | 4Q22 change from
($s in millions) | 4Q22 | 3Q22 | 4Q21 |  | 3Q22 |  | 4Q21
Period-end deposits |  |  |  |  | $ |  | % |  | $ |  | %
Demand | $ | 49,283 |  | $ | 51,888 |  | $ | 49,443 |  |  | $ | (2,605) |  |  | (5) | % |  | $ | (160) |  |  | — | %
Money market | 49,905 |  | 49,081 |  | 47,216 |  |  | 824 |  |  | 2 |  |  | 2,689 |  |  | 6 |
Checking with interest | 39,721 |  | 38,040 |  | 30,409 |  |  | 1,681 |  |  | 4 |  |  | 9,312 |  |  | 31 |
Savings | 29,805 |  | 29,882 |  | 22,030 |  |  | (77) |  |  | — |  |  | 7,775 |  |  | 35 |
Term | 12,010 |  | 9,675 |  | 5,263 |  |  | 2,335 |  |  | 24 |  |  | 6,747 |  |  | 128 |
Total period-end deposits | $ | 180,724 |  | $ | 178,566 |  | $ | 154,361 |  |  | $ | 2,158 |  |  | 1 | % |  | $ | 26,363 |  |  | 17 | %
Average deposits |  |  |  |  |  |  |  |  |  |  |
Demand | $ | 50,706 |  | $ | 53,293 |  | $ | 49,206 |  |  | $ | (2,587) |  |  | (5) | % |  | $ | 1,500 |  |  | 3 | %
Money market | 50,228 |  | 47,374 |  | 48,512 |  |  | 2,854 |  |  | 6 |  |  | 1,716 |  |  | 4 |
Checking with interest | 36,952 |  | 38,297 |  | 28,075 |  |  | (1,345) |  |  | (4) |  |  | 8,877 |  |  | 32 |
Savings | 29,780 |  | 28,741 |  | 21,575 |  |  | 1,039 |  |  | 4 |  |  | 8,205 |  |  | 38 |
Term | 11,378 |  | 9,913 |  | 5,636 |  |  | 1,465 |  |  | 15 |  |  | 5,742 |  |  | 102 |
Total average deposits | $ | 179,044 |  | $ | 177,618 |  | $ | 153,004 |  |  | $ | 1,426 |  |  | 1 | % |  | $ | 26,040 |  |  | 17 | %

Fourth quarter 2022 | vs. | third quarter 2022

Total period-end deposits of $180.7 billion were up 1%, given increases in term, checking with interest and money market accounts, partially offset by a decrease in demand deposits.
Average deposits of $179.0 billion were up 1%, driven by growth in money market accounts, term and savings, partially offset by a decrease in demand deposits and checking with interest.

Fourth quarter 2022 | vs. | fourth quarter 2021

Total period-end deposits of $180.7 billion increased $26.4 billion, or 17%, driven by the $25.4 billion impact of the HSBC and ISBC transactions. Excluding these transactions, deposits are up 1% with growth in term, savings and checking with interest, partially offset by a decrease in demand deposits and money market accounts.
Average deposits of $179.0 billion increased $26.0 billion, or 17%, including the $25.5 billion impact of the HSBC and ISBC transactions. Excluding these transactions, deposits were broadly stable, driven largely by growth in term, savings and checking with interest, partly offset by decreases in demand deposits and money market accounts.
11

Citizens Financial Group, Inc.

Borrowed Funds |  |  |  |  | 4Q22 change from
($s in millions) | 4Q22 | 3Q22 | 4Q21 |  | 3Q22 |  | 4Q21
Period-end borrowed funds |  |  |  |  | $ |  | % |  | $ |  | %
Short-term borrowed funds | $ | 3 |  | $ | 263 |  | $ | 74 |  |  | $ | (260) |  |  | (99) % |  | $ | (71) |  |  | (96) %
Long-term borrowed funds |  |  |  |  |  |  |  |  |  |  |
FHLB advances | 8,519 |  | 9,519 |  | 19 |  |  | (1,000) |  |  | (11) |  | 8,500 |  |  | NM
Senior debt | 5,555 |  | 4,954 |  | 5,326 |  |  | 601 |  |  | 12 |  |  | 229 |  |  | 4 |
Subordinated debt and other debt | 1,813 |  | 1,813 |  | 1,587 |  |  | — |  |  | — |  |  | 226 |  |  | 14 |
Total borrowed funds | $ | 15,890 |  | $ | 16,549 |  | $ | 7,006 |  |  | $ | (659) |  |  | (4) | % |  | $ | 8,884 |  |  | 127 | %
Average borrowed funds |  |  |  |  |  |  |  |  |  |  |
Short-term borrowed funds | $ | 262 |  | $ | 2,043 |  | $ | 24 |  |  | $ | (1,781) |  |  | (87) % |  | $ | 238 |  |  | NM
Long-term borrowed funds |  |  |  |  |  |  |  |  |  |  |
FHLB advances | 8,818 |  | 9,226 |  | 18 |  |  | (408) |  |  | (4) |  | 8,800 |  |  | NM
Senior debt | 5,397 |  | 4,633 |  | 5,338 |  |  | 764 |  |  | 16 |  |  | 59 |  |  | 1 |
Subordinated debt and other debt | 1,812 |  | 1,988 |  | 1,587 |  |  | (176) |  |  | (9) |  |  | 225 |  |  | 14 |
Total average borrowed funds | $ | 16,289 |  | $ | 17,890 |  | $ | 6,967 |  |  | $ | (1,601) |  |  | (9) | % |  | $ | 9,322 |  |  | 134 | %

Fourth quarter 2022 | vs. | third quarter 2022

Period-end borrowed funds decreased by $659 million, primarily due to a reduction in FHLB advances, partially offset by an increase in senior debt. Short-term FHLB advances decreased $260 million, while long-term FHLB advances decreased $1.0 billion, for a total reduction in FHLB advances of $1.3 billion.
Average borrowed funds decreased by $1.6 billion, due to a reduction in FHLB advances, partially offset by an increase in senior debt. Short-term FHLB advances decreased $1.8 billion, while long-term FHLB advances decreased $408 million, for a total reduction in FHLB advances of $2.2 billion.

Fourth quarter 2022 | vs. | fourth quarter 2021

Period-end borrowed funds increased by $8.9 billion, given an increase in long-term FHLB advances primarily related to the ISBC acquisition balance sheet.
Average borrowed funds increased by $9.3 billion given an increase in long-term FHLB advances primarily related to the ISBC acquisition balance sheet.
12

Citizens Financial Group, Inc.

Capital |  |  |  |  |  |  | 4Q22 change from
($s and shares in millions, except per share data) | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21
Period-end capital |  |  |  |  |  |  | $ |  | % |  | $ |  | %
Stockholders' equity | $ | 23,690 |  |  | $ | 23,146 |  |  | $ | 23,420 |  |  | $ | 544 |  |  | 2 | % |  | $ | 270 |  |  | 1 | %
Stockholders' common equity | 21,676 |  |  | 21,132 |  |  | 21,406 |  |  | 544 |  |  | 3 |  |  | 270 |  |  | 1 |
Tangible common equity | 13,728 |  |  | 13,197 |  |  | 14,609 |  |  | 531 |  |  | 4 |  |  | (881) |  |  | (6) |
Tangible book value per common share | $ | 27.88 |  |  | $ | 26.62 |  |  | $ | 34.61 |  |  | $ | 1.26 |  |  | 5 | % |  | $ | (6.73) |  |  | (19) | %
Common shares - at end of period | 492.3 |  |  | 495.8 |  |  | 422.1 |  |  | (3.6) |  |  | (1) |  |  | 70.1 |  |  | 17 |
Common shares - average (diluted) | 495.5 |  |  | 497.5 |  |  | 426.9 |  |  | (2.0) |  |  | — | % |  | 68.6 |  |  | 16 | %
Common equity tier 1 capital ratio(1) | 10.0 | % |  | 9.8 | % |  | 9.9 | % |  |  |  |  |  |  |  |
Total capital ratio(1) | 12.8 |  |  | 12.6 |  |  | 12.7 |  |  |  |  |  |  |  |  |
Tier 1 leverage ratio(1) | 9.3 | % |  | 9.2 | % |  | 9.7 | % |  |  |  |  |  |  |  |
1) Current reporting-period regulatory capital ratios are preliminary.

Fourth quarter 2022

•The CET1 capital ratio was 10.0% as of December 31, 2022 compared with 9.8% at September 30, 2022 and 9.9% at December 31, 2021.
•Total capital ratio of 12.8% compares with 12.6% at September 30, 2022 and 12.7% as of December 31, 2021.
•Tangible book value per common share of $27.88 increased 4.7% compared with third quarter 2022.
•Citizens paid $208 million in common dividends to shareholders during fourth quarter 2022. This compares with $210 million in common dividends during third quarter 2022 and $168 million during fourth quarter 2021.
•Citizens resumed common stock repurchases during fourth quarter 2022, repurchasing $150 million in common stock.
13

Citizens Financial Group, Inc.

Credit quality review |  |  |  |  |  |  |  | 4Q22 change from
($s in millions) |  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21
|  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | %
Nonaccrual loans and leases(1) |  | $ | 944 |  |  | $ | 852 |  |  | $ | 702 |  |  | $ | 92 |  |  | 11 | % |  | $ | 242 |  |  | 34 | %
90+ days past due and accruing(2) |  | 367 |  |  | 462 |  |  | 575 |  |  | (95) |  |  | (21) |  |  | (208) |  |  | (36)
Net charge-offs |  | 88 |  |  | 74 |  |  | 45 |  |  | 14 |  |  | 19 |  |  | 43 |  |  | 96 |
Provision (benefit) for credit losses |  | 132 |  |  | 123 |  |  | (25) |  |  | 9 |  |  | 7 |  | 157 |  |  | NM
Allowance for credit losses |  | $ | 2,240 |  |  | $ | 2,196 |  |  | $ | 1,934 |  |  | $ | 44 |  |  | 2 | % |  | $ | 306 |  |  | 16 | %
Nonaccrual loans and leases to loans and leases |  | 0.60 | % |  | 0.55 | % |  | 0.55 | % |  | 5 | bps |  |  |  | 5 |  |  |
Net charge-offs as a % of total loans and leases |  | 0.22 |  |  | 0.19 |  |  | 0.14 |  |  | 3 |  |  |  |  | 8 |  |  |
Allowance for credit losses to loans and leases |  | 1.43 |  |  | 1.41 |  |  | 1.51 |  |  | 2 |  |  |  |  | (8) |  |  |
Allowance for credit losses to nonaccrual loans and leases |  | 237.3 | % |  | 257.7 | % |  | 275.7 | % |  | (2,033) | bps |  |  |  | (3,840) | bps |  |
1) Loans fully or partially guaranteed by the FHA, VA and USDA are classified as accruing.
2) 90+ days past due and accruing includes $316 million, $425 million, and $544 million of loans fully or partially guaranteed by the FHA, VA, and USDA for December 31, 2022, September 30, 2022, and December 31, 2021, respectively.

Fourth quarter 2022 | vs. | third quarter 2022

•The nonaccrual loans to total loans ratio of 0.60% compares with 0.55% at September 30, 2022.
•Nonaccrual loans of $944 million increased $92 million, or 11%, reflecting an $81 million increase in commercial, primarily related to commercial real estate, and an $11 million increase in retail.
•Net charge-offs of $88 million, or 22 basis points of average loans and leases, were up 3 basis points from the prior quarter. The increase in net charge-offs of $14 million reflects a $13 million increase in retail driven by seasonality in education.
•The fourth quarter 2022 provision for credit losses of $132 million compares with $123 million for third quarter 2022. The reserve build of $44 million increased the allowance for credit losses ratio to 1.43%, up from 1.41% as of September 30, 2022.
•The allowance for credit losses to nonaccrual loans and leases ratio of 237% compares with 258% as of September 30, 2022.

Fourth quarter 2022 | vs. | fourth quarter 2021

•The nonaccrual loans to total loans ratio of 0.60% increased from 0.55% at December 31, 2021.
•Nonaccrual loans increased $242 million, or 34%, reflecting the incorporation of ISBC and an increase in commercial, primarily related to commercial real estate.
•Net charge-offs of 22 basis points of average loans and leases compares with 14 basis points in fourth quarter 2021.
•Net charge-offs of $88 million increased $43 million reflecting a $32 million increase in retail, primarily other retail, home equity and auto, and a $11 million increase in commercial.
•Provision for credit losses of $132 million compares with a $25 million benefit in fourth quarter 2021.
•Allowance for credit losses of $2.2 billion was up $306 million compared with with December 31, 2021, primarily reflecting the additions of the ISBC and HSBC portfolios. Allowance for credit losses ratio of 1.43% as of December 31, 2022, compares with 1.51% as of December 31, 2021.
•The allowance for credit losses to nonaccrual loans and leases ratio of 237% compares with 276% as of December 31, 2021.
14

Citizens Financial Group, Inc.
Corresponding Financial Tables and Information
Investors are encouraged to review the foregoing summary and discussion of Citizens’ earnings and financial condition in conjunction with the detailed financial tables and other information available on the Investor Relations portion of the company’s website at www.citizensbank.com/about-us.
Media: Peter Lucht - (781) 655-2289
Investors: Kristin Silberberg - (203) 900-6854
Conference Call
CFG management will host a live conference call today with details as follows:
Time: 9:00 am ET
Dial-in: (877) 336-4440, conference ID 6086305
Webcast/Presentation: The live webcast will be available at http://investor.citizensbank.com under Events & Presentations.
Replay Information: A replay of the conference call will be available beginning at 12:00 pm ET on January 17, 2023 through February 17, 2023. Please dial (866) 207-1041 and enter access code 6496917. The webcast replay will be available at http://investor.citizensbank.com under Events & Presentations.
About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $226.7 billion in assets as of December 31, 2022. Headquartered in Providence, Rhode Island, Citizens offers a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations and institutions. Citizens helps its customers reach their potential by listening to them and by understanding their needs in order to offer tailored advice, ideas and solutions. In Consumer Banking, Citizens provides an integrated experience that includes mobile and online banking, a full-service customer contact center and the convenience of approximately 3,400 ATMs and more than 1,100 branches in 14 states and the District of Columbia. Consumer Banking products and services include a full range of banking, lending, savings, wealth management and small business offerings. In Commercial Banking, Citizens offers a broad complement of financial products and solutions, including lending and leasing, deposit and treasury management services, foreign exchange, interest rate and commodity risk management solutions, as well as loan syndication, corporate finance, merger and acquisition, and debt and equity capital markets capabilities. More information is available at www.citizensbank.com or visit us on Twitter, LinkedIn or Facebook.
15

Citizens Financial Group, Inc.
Non-GAAP Financial Measures and Reconciliations
Non-GAAP Financial Measures:
This document contains non-GAAP financial measures denoted as Underlying results, excluding HSBC and ISBC, excluding acquisitions and excluding PPP. Underlying results for any given reporting period exclude certain items that may occur in that period which Management does not consider indicative of the Company’s on-going financial performance. We believe these non-GAAP financial measures provide useful information to investors because they are used by our Management to evaluate our operating performance and make day-to-day operating decisions. In addition, we believe our Underlying results in any given reporting period reflect our on-going financial performance in that period and, accordingly, are useful to consider in addition to our GAAP financial results. We further believe the presentation of Underlying results increases comparability of period-to-period results. See the following pages for reconciliations of our non-GAAP measures to the most directly comparable GAAP financial measures.
Other companies may use similarly titled non-GAAP financial measures that 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.
16

Citizens Financial Group, Inc.
Non-GAAP financial measures and reconciliations
(in millions, except share, per-share and ratio data)

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q22 Change |  |  |  |  |  | 2022 Change
|  | 4Q22 |  | 3Q22 |  |  |  |  |  | 4Q21 |  | 3Q22 |  | 4Q21 |  | 2022 |  | 2021 |  | 2021
|  |  |  |  |  |  |  |  |  |  |  | $ |  | % |  | $ |  | % |  |  |  |  |  | $ |  | %
Noninterest income, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest income (GAAP) |  | $505 |  |  | $512 |  |  |  |  |  |  | $594 |  |  | ($7) |  |  | (1 | %) |  | ($89) |  |  | (15 | %) |  | $2,009 |  |  | $2,135 |  |  | ($126) |  |  | (6 | %)
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (31) |  |  | — |  |  | (31) |  |  | (100) |
Noninterest income, Underlying (non-GAAP) |  | $505 |  |  | $512 |  |  |  |  |  |  | $594 |  |  | ($7) |  |  | (1 | %) |  | ($89) |  |  | (15 | %) |  | $2,040 |  |  | $2,135 |  |  | ($95) |  |  | (4 | %)
Total revenue, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) | A | $2,200 |  |  | $2,177 |  |  |  |  |  |  | $1,720 |  |  | $23 |  |  | 1 | % |  | $480 |  |  | 28 | % |  | $8,021 |  |  | $6,647 |  |  | $1,374 |  |  | 21 | %
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (31) |  |  | — |  |  | (31) |  |  | (100) |
Total revenue, Underlying (non-GAAP) | B | $2,200 |  |  | $2,177 |  |  |  |  |  |  | $1,720 |  |  | $23 |  |  | 1 | % |  | $480 |  |  | 28 | % |  | $8,052 |  |  | $6,647 |  |  | $1,405 |  |  | 21 | %
Noninterest expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense (GAAP) | C | $1,240 |  |  | $1,241 |  |  |  |  |  |  | $1,061 |  |  | ($1) |  |  | — | % |  | $179 |  |  | 17 | % |  | $4,892 |  |  | $4,081 |  |  | $811 |  |  | 20 | %
Less: Notable items |  | 43 |  |  | 46 |  |  |  |  |  |  | 51 |  |  | (3) |  |  | (7) |  |  | (8) |  |  | (16) |  | 262 |  |  | 105 |  |  | 157 |  |  | 150 |
Noninterest expense, Underlying (non-GAAP) | D | $1,197 |  |  | $1,195 |  |  |  |  |  |  | $1,010 |  |  | $2 |  |  | — | % |  | $187 |  |  | 19 | % |  | $4,630 |  |  | $3,976 |  |  | $654 |  |  | 16 | %
Pre-provision profit: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) | A | $2,200 |  |  | $2,177 |  |  |  |  |  |  | $1,720 |  |  | $23 |  |  | 1 | % |  | $480 |  |  | 28 | % |  | $8,021 |  |  | $6,647 |  |  | $1,374 |  |  | 21 | %
Less: Noninterest expense (GAAP) | C | 1,240 |  |  | 1,241 |  |  |  |  |  |  | 1,061 |  |  | (1) |  |  | — |  |  | 179 |  |  | 17 |  |  | 4,892 |  |  | 4,081 |  |  | 811 |  |  | 20 |
Pre-provision profit (GAAP) |  | $960 |  |  | $936 |  |  |  |  |  |  | $659 |  |  | $24 |  |  | 3 | % |  | $301 |  |  | 46 | % |  | $3,129 |  |  | $2,566 |  |  | $563 |  |  | 22 | %
Pre-provision profit, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue, Underlying (non-GAAP) | B | $2,200 |  |  | $2,177 |  |  |  |  |  |  | $1,720 |  |  | $23 |  |  | 1 | % |  | $480 |  |  | 28 | % |  | $8,052 |  |  | $6,647 |  |  | $1,405 |  |  | 21 | %
Less: Noninterest expense, Underlying (non-GAAP) | D | 1,197 |  |  | 1,195 |  |  |  |  |  |  | 1,010 |  |  | 2 |  |  | — |  |  | 187 |  |  | 19 |  |  | 4,630 |  |  | 3,976 |  |  | 654 |  |  | 16 |
Pre-provision profit, Underlying (non-GAAP) |  | $1,003 |  |  | $982 |  |  |  |  |  |  | $710 |  |  | $21 |  |  | 2 | % |  | $293 |  |  | 41 | % |  | $3,422 |  |  | $2,671 |  |  | $751 |  |  | 28 | %
Provision (benefit) for credit losses, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Provision (benefit) for credit losses (GAAP) |  | $132 |  |  | $123 |  |  |  |  |  |  | ($25) |  |  | $9 |  |  | 7% |  | $157 |  |  | NM |  | $474 |  |  | ($411) |  |  | $885 |  |  | NM
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | 169 |  |  | — |  |  | 169 |  |  | 100 |
Provision (benefit) for credit losses, Underlying (non-GAAP) |  | $132 |  |  | $123 |  |  |  |  |  |  | ($25) |  |  | $9 |  |  | 7% |  | $157 |  |  | NM |  | $305 |  |  | ($411) |  |  | $716 |  |  | NM
Income before income tax expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income before income tax expense (GAAP) | E | $828 |  |  | $813 |  |  |  |  |  |  | $684 |  |  | $15 |  |  | 2 | % |  | $144 |  |  | 21 | % |  | $2,655 |  |  | $2,977 |  |  | ($322) |  |  | (11 | %)
Less: Expense before income tax benefit related to notable items |  | (43) |  |  | (46) |  |  |  |  |  |  | (51) |  |  | 3 |  |  | 7 |  | 8 |  |  | 16 |  | (462) |  |  | (105) |  |  | (357) |  |  | NM
Income before income tax expense, Underlying (non-GAAP) | F | $871 |  |  | $859 |  |  |  |  |  |  | $735 |  |  | $12 |  |  | 1 | % |  | $136 |  |  | 19 | % |  | $3,117 |  |  | $3,082 |  |  | $35 |  |  | 1 | %
Income tax expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income tax expense (GAAP) | G | $175 |  |  | $177 |  |  |  |  |  |  | $154 |  |  | ($2) |  |  | (1 | %) |  | $21 |  |  | 14 | % |  | $582 |  |  | $658 |  |  | ($76) |  |  | (12 | %)
Less: Income tax benefit related to notable items |  | (11) |  |  | (13) |  |  |  |  |  |  | (12) |  |  | 2 |  |  | 15 |  | 1 |  |  | 8 |  | (110) |  |  | (27) |  |  | (83) |  |  | NM
Income tax expense, Underlying (non-GAAP) | H | $186 |  |  | $190 |  |  |  |  |  |  | $166 |  |  | ($4) |  |  | (2 | %) |  | $20 |  |  | 12 | % |  | $692 |  |  | $685 |  |  | $7 |  |  | 1 | %
Net income, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income (GAAP) | I | $653 |  |  | $636 |  |  |  |  |  |  | $530 |  |  | $17 |  |  | 3 | % |  | $123 |  |  | 23 | % |  | $2,073 |  |  | $2,319 |  |  | ($246) |  |  | (11 | %)
Add: Notable items, net of income tax benefit |  | 32 |  |  | 33 |  |  |  |  |  |  | 39 |  |  | (1) |  |  | (3) |  | (7) |  |  | (18) |  | 352 |  |  | 78 |  |  | 274 |  |  | NM
Net income, Underlying (non-GAAP) | J | $685 |  |  | $669 |  |  |  |  |  |  | $569 |  |  | $16 |  |  | 2 | % |  | $116 |  |  | 20 | % |  | $2,425 |  |  | $2,397 |  |  | $28 |  |  | 1 | %
Net income available to common stockholders, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income available to common stockholders (GAAP) | K | $621 |  |  | $611 |  |  |  |  |  |  | $498 |  |  | $10 |  |  | 2 | % |  | $123 |  |  | 25 | % |  | $1,960 |  |  | $2,206 |  |  | ($246) |  |  | (11 | %)
Add: Notable items, net of income tax benefit |  | 32 |  |  | 33 |  |  |  |  |  |  | 39 |  |  | (1) |  |  | (3) |  | (7) |  |  | (18) |  | 352 |  |  | 78 |  |  | 274 |  |  | NM
Net income available to common stockholders, Underlying (non-GAAP) | L | $653 |  |  | $644 |  |  |  |  |  |  | $537 |  |  | $9 |  |  | 1 | % |  | $116 |  |  | 22 | % |  | $2,312 |  |  | $2,284 |  |  | $28 |  |  | 1 | %

17

Citizens Financial Group, Inc.
Non-GAAP financial measures and reconciliations (continued)
(in millions, except share, per-share and ratio data)

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q22 Change |  |  |  |  |  | 2022 Change
|  | 4Q22 |  | 3Q22 |  |  |  |  |  | 4Q21 |  | 3Q22 |  | 4Q21 |  | 2022 |  | 2021 |  | 2021
|  |  |  |  |  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  | $/bps |  | %
Operating leverage: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) | A | $2,200 |  |  | $2,177 |  |  |  |  |  |  | $1,720 |  |  | $23 |  |  | 1.05 | % |  | $480 |  |  | 27.98 | % |  | $8,021 |  |  | $6,647 |  |  | $1,374 |  |  | 20.68 | %
Less: Noninterest expense (GAAP) | C | 1,240 |  |  | 1,241 |  |  |  |  |  |  | 1,061 |  |  | (1) |  |  | (0.12) |  |  | 179 |  |  | 16.93 |  |  | 4,892 |  |  | 4,081 |  |  | 811 |  |  | 19.88 |
Operating leverage |  |  |  |  |  |  |  |  |  |  |  |  |  | 1.17 | % |  |  |  | 11.05 | % |  |  |  |  |  |  |  | 0.80 | %
Operating leverage, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue, Underlying (non-GAAP) | B | $2,200 |  |  | $2,177 |  |  |  |  |  |  | $1,720 |  |  | $23 |  |  | 1.05 | % |  | $480 |  |  | 27.98 | % |  | $8,052 |  |  | $6,647 |  |  | $1,405 |  |  | 21.15 | %
Less: Noninterest expense, Underlying (non-GAAP) | D | 1,197 |  |  | 1,195 |  |  |  |  |  |  | 1,010 |  |  | 2 |  |  | 0.16 |  |  | 187 |  |  | 18.63 |  |  | 4,630 |  |  | 3,976 |  |  | 654 |  |  | 16.46 |
Operating leverage, Underlying (non-GAAP) |  |  |  |  |  |  |  |  |  |  |  |  |  | 0.89 | % |  |  |  | 9.35 | % |  |  |  |  |  |  |  | 4.69 | %
Efficiency ratio and efficiency ratio, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Efficiency ratio | C/A | 56.36 | % |  | 57.02 | % |  |  |  |  |  | 61.68 | % |  | (66) | bps |  |  |  | (532) | bps |  |  |  | 60.99 | % |  | 61.40 | % |  | (41) | bps |  |
Efficiency ratio, Underlying (non-GAAP) | D/B | 54.42 |  |  | 54.90 |  |  |  |  |  |  | 58.71 |  |  | (48) | bps |  |  |  | (429) | bps |  |  |  | 57.51 |  |  | 59.82 |  |  | (231) | bps |  |
Effective income tax rate and effective income tax rate, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Effective income tax rate | G/E | 21.16 | % |  | 21.80 | % |  |  |  |  |  | 22.40 | % |  | (64) | bps |  |  |  | (124) | bps |  |  |  | 21.93 | % |  | 22.10 | % |  | (17) | bps |  |
Effective income tax rate, Underlying (non-GAAP) | H/F | 21.37 |  |  | 22.00 |  |  |  |  |  |  | 22.61 |  |  | (63) | bps |  |  |  | (124) | bps |  |  |  | 22.19 |  |  | 22.21 |  |  | (2) | bps |  |
Return on average common equity and return on average common equity, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average common equity (GAAP) | M | $21,276 |  |  | $22,246 |  |  |  |  |  |  | $21,320 |  |  | ($970) |  |  | (4 | %) |  | ($44) |  |  | — | % |  | $21,724 |  |  | $21,025 |  |  | $699 |  |  | 3 | %
Return on average common equity | K/M | 11.56 | % |  | 10.91 | % |  |  |  |  |  | 9.26 | % |  | 65 | bps |  |  |  | 230 | bps |  |  |  | 9.02 | % |  | 10.49 | % |  | (147) | bps |  |
Return on average common equity, Underlying (non-GAAP) | L/M | 12.15 |  |  | 11.52 |  |  |  |  |  |  | 9.97 |  |  | 63 | bps |  |  |  | 218 | bps |  |  |  | 10.64 |  |  | 10.86 |  |  | (22) | bps |  |
Return on average tangible common equity and return on average tangible common equity, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average common equity (GAAP) | M | $21,276 |  |  | $22,246 |  |  |  |  |  |  | $21,320 |  |  | ($970) |  |  | (4 | %) |  | ($44) |  |  | — | % |  | $21,724 |  |  | $21,025 |  |  | $699 |  |  | 3 | %
Less: Average goodwill (GAAP) |  | 8,171 |  |  | 8,131 |  |  |  |  |  |  | 7,092 |  |  | 40 |  |  | — |  |  | 1,079 |  |  | 15 |  |  | 7,872 |  |  | 7,062 |  |  | 810 |  |  | 11 |
Less: Average other intangibles (GAAP) |  | 199 |  |  | 228 |  |  |  |  |  |  | 56 |  |  | (29) |  |  | (13) |  |  | 143 |  |  | NM |  | 181 |  |  | 54 |  |  | 127 |  |  | 235 |
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) |  | 424 |  |  | 424 |  |  |  |  |  |  | 383 |  |  | — |  |  | — |  |  | 41 |  |  | 11 |  |  | 413 |  |  | 381 |  |  | 32 |  |  | 8 |
Average tangible common equity | N | $13,330 |  |  | $14,311 |  |  |  |  |  |  | $14,555 |  |  | ($981) |  |  | (7 | %) |  | ($1,225) |  |  | (8 | %) |  | $14,084 |  |  | $14,290 |  |  | ($206) |  |  | (1 | %)
Return on average tangible common equity | K/N | 18.46 | % |  | 16.96 | % |  |  |  |  |  | 13.57 | % |  | 150 | bps |  |  |  | 489 | bps |  |  |  | 13.91 | % |  | 15.44 | % |  | (153) | bps |  |
Return on average tangible common equity, Underlying (non-GAAP) | L/N | 19.40 |  |  | 17.91 |  |  |  |  |  |  | 14.61 |  |  | 149 | bps |  |  |  | 479 | bps |  |  |  | 16.41 |  |  | 15.98 |  |  | 43 | bps |  |
Return on average total assets and return on average total assets, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average total assets (GAAP) | O | $224,970 |  |  | $225,473 |  |  |  |  |  |  | $187,228 |  |  | ($503) |  |  | — | % |  | $37,742 |  |  | 20 | % |  | $215,061 |  |  | $185,106 |  |  | $29,955 |  |  | 16 | %
Return on average total assets | I/O | 1.15 | % |  | 1.12 | % |  |  |  |  |  | 1.12 | % |  | 3 | bps |  |  |  | 3 | bps |  |  |  | 0.96 | % |  | 1.25 | % |  | (29) | bps |  |
Return on average total assets, Underlying (non-GAAP) | J/O | 1.21 |  |  | 1.18 |  |  |  |  |  |  | 1.20 |  |  | 3 | bps |  |  |  | 1 | bps |  |  |  | 1.13 |  |  | 1.30 |  |  | (17) | bps |  |
Return on average total tangible assets and return on average total tangible assets, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average total assets (GAAP) | P | $224,970 |  |  | $225,473 |  |  |  |  |  |  | $187,228 |  |  | ($503) |  | — | % |  | $37,742 |  | 20 | % |  | $215,061 |  |  | $185,106 |  |  | $29,955 |  |  | 16 | %
Less: Average goodwill (GAAP) |  | 8,171 |  |  | 8,131 |  |  |  |  |  |  | 7,092 |  |  | 40 |  |  | — |  |  | 1,079 |  |  | 15 |  |  | 7,872 |  |  | 7,062 |  |  | 810 |  |  | 11 |
Less: Average other intangibles (GAAP) |  | 199 |  |  | 228 |  |  |  |  |  |  | 56 |  |  | (29) |  |  | (13) |  |  | 143 |  |  | NM |  | 181 |  |  | 54 |  |  | 127 |  |  | 235 |
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) |  | 424 |  |  | 424 |  |  |  |  |  |  | 383 |  |  | — |  |  | — |  |  | 41 |  |  | 11 |  |  | 413 |  |  | 381 |  |  | 32 |  |  | 8 |
Average tangible assets | Q | $217,024 |  |  | $217,538 |  |  |  |  |  |  | $180,463 |  |  | ($514) |  |  | — | % |  | $36,561 |  |  | 20 | % |  | $207,421 |  |  | $178,371 |  |  | $29,050 |  |  | 16 | %
Return on average total tangible assets | I/Q | 1.19 | % |  | 1.16 | % |  |  |  |  |  | 1.17 | % |  | 3 | bps |  |  |  | 2 | bps |  |  |  | 1.00 | % |  | 1.30 | % |  | (30) | bps |  |
Return on average total tangible assets, Underlying (non-GAAP) | J/Q | 1.25 |  |  | 1.22 |  |  |  |  |  |  | 1.25 |  |  | 3 | bps |  |  |  | — | bps |  |  |  | 1.17 |  |  | 1.34 |  |  | (17) | bps |  |

18

Citizens Financial Group, Inc.
Non-GAAP financial measures and reconciliations (continued)
(in millions, except share, per-share and ratio data)

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q22 Change |  |  |  |  |  | 2022 Change
|  | 4Q22 |  | 3Q22 |  |  |  |  |  | 4Q21 |  | 3Q22 |  | 4Q21 |  | 2022 |  | 2021 |  | 2021
|  |  |  |  |  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  | $/bps |  | %
Tangible book value per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common shares - at period-end (GAAP) | R | 492,282,158 |  |  | 495,843,793 |  |  |  |  |  |  | 422,137,197 |  |  | (3,561,635) |  |  | (1 | %) |  | 70,144,961 |  |  | 17 | % |  | 492,282,158 |  |  | 422,137,197 |  |  | 70,144,961 |  |  | 17 | %
Common stockholders' equity (GAAP) |  | $21,676 |  |  | $21,132 |  |  |  |  |  |  | $21,406 |  |  | $544 |  |  | 3 |  |  | $270 |  |  | 1 |  |  | $21,676 |  |  | $21,406 |  |  | $270 |  |  | 1 |
Less: Goodwill (GAAP) |  | 8,173 |  |  | 8,160 |  |  |  |  |  |  | 7,116 |  |  | 13 |  |  | — |  |  | 1,057 |  |  | 15 |  |  | 8,173 |  |  | 7,116 |  |  | 1,057 |  |  | 15 |
Less: Other intangible assets (GAAP) |  | 197 |  |  | 199 |  |  |  |  |  |  | 64 |  |  | (2) |  |  | (1) |  |  | 133 |  |  | 208 |  | 197 |  |  | 64 |  |  | 133 |  |  | 208 |
Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP) |  | 422 |  |  | 424 |  |  |  |  |  |  | 383 |  |  | (2) |  |  | — |  |  | 39 |  |  | 10 |  |  | 422 |  |  | 383 |  |  | 39 |  |  | 10 |
Tangible common equity | S | $13,728 |  |  | $13,197 |  |  |  |  |  |  | $14,609 |  |  | $531 |  |  | 4 | % |  | ($881) |  |  | (6 | %) |  | $13,728 |  |  | $14,609 |  |  | ($881) |  |  | (6 | %)
Tangible book value per common share | S/R | $27.88 |  |  | $26.62 |  |  |  |  |  |  | $34.61 |  |  | $1.26 |  |  | 5 | % |  | ($6.73) |  |  | (19 | %) |  | $27.88 |  |  | $34.61 |  |  | ($6.73) |  |  | (19 | %)
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 | 493,293,981 |  |  | 495,651,083 |  |  |  |  |  |  | 424,697,880 |  |  | (2,357,102) |  |  | — | % |  | 68,596,101 |  |  | 16 | % |  | 475,959,815 |  |  | 425,669,451 |  |  | 50,290,365 |  |  | 12 | %
Average common shares outstanding - diluted (GAAP) | U | 495,478,398 |  |  | 497,477,501 |  |  |  |  |  |  | 426,868,106 |  |  | (1,999,103) |  |  | — |  |  | 68,610,292 |  |  | 16 |  |  | 477,803,142 |  |  | 427,435,818 |  |  | 50,367,325 |  |  | 12 |
Net income per average common share - basic (GAAP) | K/T | $1.26 |  |  | $1.23 |  |  |  |  |  |  | $1.17 |  |  | $0.03 |  |  | 2 |  |  | $0.09 |  |  | 8 |  |  | $4.12 |  |  | $5.18 |  |  | ($1.06) |  |  | (20) |
Net income per average common share - diluted (GAAP) | K/U | 1.25 |  |  | 1.23 |  |  |  |  |  |  | 1.17 |  |  | 0.02 |  |  | 2 |  |  | 0.08 |  |  | 7 |  |  | 4.10 |  |  | 5.16 |  |  | (1.06) |  |  | (21) |
Net income per average common share - basic, Underlying (non-GAAP) | L/T | 1.32 |  |  | 1.30 |  |  |  |  |  |  | 1.26 |  |  | 0.02 |  |  | 2 |  |  | 0.06 |  |  | 5 |  |  | 4.86 |  |  | 5.37 |  |  | (0.51) |  |  | (9) |
Net income per average common share - diluted, Underlying (non-GAAP) | L/U | 1.32 |  |  | 1.30 |  |  |  |  |  |  | 1.26 |  |  | 0.02 |  |  | 2 |  |  | 0.06 |  |  | 5 |  |  | 4.84 |  |  | 5.34 |  |  | (0.50) |  |  | (9) |

19

Citizens Financial Group, Inc.
Non-GAAP financial measures and reconciliations (continued)
(in millions, except share, per-share and ratio data)

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q22 Change |  |  |  |  |  | 2022 Change
|  | 4Q22 |  | 3Q22 |  |  |  |  |  | 4Q21 |  | 3Q22 |  | 4Q21 |  | 2022 |  | 2021 |  | 2021
|  |  |  |  |  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  | $/bps |  | %
Other income, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other income (GAAP) |  | $36 |  |  | $34 |  |  |  |  |  |  | $32 |  |  | $2 |  |  | 6 |  | $4 |  |  | 13% |  | $82 |  |  | $89 |  |  | ($7) |  |  | (8 | %)
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (31) |  |  | — |  |  | (31) |  |  | (100) |
Other income, Underlying (non-GAAP) |  | $36 |  |  | $34 |  |  |  |  |  |  | $32 |  |  | $2 |  |  | 6 |  |  | $4 |  |  | 13 | % |  | $113 |  |  | $89 |  |  | $24 |  |  | 27 | %
Salaries and employee benefits, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits (GAAP) |  | $633 |  |  | $639 |  |  |  |  |  |  | $551 |  |  | ($6) |  |  | (1 | %) |  | $82 |  |  | 15 | % |  | $2,549 |  |  | $2,132 |  |  | $417 |  | — |  | 20 | %
Less: Notable items |  | 15 |  |  | 17 |  |  |  |  |  |  | 5 |  |  | (2) |  |  | (12) |  | 10 |  |  | 200 |  |  | 110 |  |  | (8) |  |  | 118 |  |  | NM
Salaries and employee benefits, Underlying (non-GAAP) |  | $618 |  |  | $622 |  |  |  |  |  |  | $546 |  |  | ($4) |  |  | (1 | %) |  | $72 |  |  | 13 | % |  | $2,439 |  |  | $2,140 |  |  | $299 |  |  | 14 | %
Outside services, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outside services (GAAP) |  | $170 |  |  | $172 |  |  |  |  |  |  | $175 |  |  | ($2) |  |  | (1 | %) |  | ($5) |  |  | (3 | %) |  | $700 |  |  | $595 |  |  | $105 |  | — |  | 18 | %
Less: Notable items |  | 17 |  |  | 20 |  |  |  |  |  |  | 37 |  |  | (3) |  |  | (15) |  |  | (20) |  |  | (54) |  | 113 |  |  | 60 |  |  | 53 |  |  | 88 |
Outside services, Underlying (non-GAAP) |  | $153 |  |  | $152 |  |  |  |  |  |  | $138 |  |  | $1 |  |  | 1 | % |  | $15 |  |  | 11 | % |  | $587 |  |  | $535 |  |  | $52 |  |  | 10 | %
Equipment and software, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equipment and software (GAAP) |  | $170 |  |  | $159 |  |  |  |  |  |  | $146 |  |  | $11 |  |  | 7 | % |  | $24 |  |  | 16 | % |  | $648 |  |  | $610 |  |  | $38 |  |  | 6 | %
Less: Notable items |  | 2 |  |  | — |  |  |  |  |  |  | 2 |  |  | 2 |  |  | 100 |  |  | — |  |  | — |  |  | 10 |  |  | 17 |  |  | (7) |  |  | (41) |
Equipment and software, Underlying (non-GAAP) |  | $168 |  |  | $159 |  |  |  |  |  |  | $144 |  |  | $9 |  |  | 6 | % |  | $24 |  |  | 17 | % |  | $638 |  |  | $593 |  |  | $45 |  |  | 8 | %
Occupancy, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Occupancy (GAAP) |  | $110 |  |  | $106 |  |  |  |  |  |  | $86 |  |  | $4 |  |  | 4 | % |  | $24 |  |  | 28 | % |  | $410 |  |  | $333 |  |  | $77 |  |  | 23 | %
Less: Notable items |  | 2 |  |  | 2 |  |  |  |  |  |  | 5 |  |  | — |  |  | — |  |  | (3) |  |  | (60) |  |  | 5 |  |  | 18 |  |  | (13) |  |  | (72) |
Occupancy, Underlying (non-GAAP) |  | $108 |  |  | $104 |  |  |  |  |  |  | $81 |  |  | $4 |  |  | 4 | % |  | $27 |  |  | 33 | % |  | $405 |  |  | $315 |  |  | $90 |  |  | 29 | %
Other operating expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other operating expense (GAAP) |  | $157 |  |  | $165 |  |  |  |  |  |  | $103 |  |  | ($8) |  |  | (5 | %) |  | $54 |  |  | 52 | % |  | $585 |  |  | $411 |  |  | $174 |  | — |  | 42 | %
Less: Notable items |  | 7 |  |  | 7 |  |  |  |  |  |  | 2 |  |  | — |  |  | — |  |  | 5 |  |  | 250 |  | 24 |  |  | 18 |  |  | 6 |  |  | 33 |
Other operating expense, Underlying (non-GAAP) |  | $150 |  |  | $158 |  |  |  |  |  |  | $101 |  |  | ($8) |  |  | (5 | %) |  | $49 |  |  | 49 | % |  | $561 |  |  | $393 |  |  | $168 |  |  | 43 | %

20

Citizens Financial Group, Inc.
Non-GAAP measures and reconciliations - excluding the impact of HSBC, ISBC, and Commercial fee-based acquisitions closed after 2Q21
(in millions, except ratio data)

|  | QUARTERLY TRENDS |  |
|  |  |  |  |  |  |  | 4Q22 Change |  |  |  |  |  |
|  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21 |  |  |  |  |  |
|  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  |  |  |
Noninterest expense, Underlying excluding HSBC, ISBC, and Commercial fee based acquisition expenses closed after 2Q21: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense (GAAP) | A | $1,240 |  |  | $1,241 |  |  | $1,061 |  |  | ($1) |  |  | — | % |  | $179 |  |  | 17 | % |  |  |  |  |  |  |  |
Less: Notable items |  | 43 |  |  | 46 |  |  | 51 |  |  | (3) |  |  | (7) |  |  | (8) |  |  | (16) |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 129 |  |  | 130 |  |  | — |  |  | (1) |  |  | (1) |  | 129 |  |  | 100 |  |  |  |  |  |  |  |  |
Less: Commercial fee based acquisition expenses closed after 2Q21 |  | 37 |  |  | 37 |  |  | 20 |  |  | — |  |  | — |  |  | 17 |  |  | 85 |  |  |  |  |  |  |  |  |
Total Noninterest expense, Underlying excluding HSBC, ISBC, and Commercial fee based acquisition expenses closed after 2Q21 (non-GAAP) | B | $1,031 |  |  | $1,028 |  |  | $990 |  |  | $3 |  |  | — | % |  | $41 |  |  | 4 | % |  |  |  |  |  |  |  |

21

Citizens Financial Group, Inc.
Non-GAAP measures and reconciliations - excluding the impact of HSBC & ISBC Acquisitions
(in millions, except ratio data)

|  | QUARTERLY TRENDS |  |
|  |  |  |  |  |  |  | 4Q22 Change |  |  |  |  |  |
|  | 4Q22 |  | 3Q22 |  | 4Q21 |  | 3Q22 |  | 4Q21 |  |  |  |  |  |
|  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  |  |  |
Total Loans, excluding HSBC & ISBC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total Loans (GAAP) | E | $156,662 |  |  | $156,140 |  |  | 128,163 |  |  | 522 |  |  | — | % |  | 28,499 |  |  | 22 |  |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 20,420 |  |  | 21,171 |  |  | — |  |  | (751) |  |  | (4) |  |  | 20,420 |  |  | 100 |  |  |  |  |  |  |  |
Total Loans, excluding HSBC & ISBC (non-GAAP) | F | $136,242 |  |  | $134,969 |  |  | $128,163 |  |  | $1,273 |  |  | 1 | % |  | $8,079 |  |  | 6 | % |  |  |  |  |  |  |  |
Total Commercial Loans, excluding HSBC & ISBC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total Commercial Loans (GAAP) | G | $82,180 |  |  | $81,114 |  |  | $60,350 |  |  | $1,066 |  |  | 1 | % |  | $21,830 |  |  | 36 | % |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 15,093 |  |  | 15,749 |  |  | — |  |  | (656) |  |  | (4) |  | 15,093 |  |  | 100 |  |  |  |  |  |  |  |  |
Total Commercial Loans, excluding HSBC & ISBC (non-GAAP) | H | $67,087 |  |  | $65,365 |  |  | $60,350 |  |  | $1,722 |  |  | 3 | % |  | $6,737 |  |  | 11 | % |  |  |  |  |  |  |  |
Total Retail Loans, excluding HSBC & ISBC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total Retail Loans (GAAP) | I | $74,482 |  |  | $75,026 |  |  | $67,813 |  |  | ($544) |  |  | (1 | %) |  | $6,669 |  |  | 10 | % |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 5,327 |  |  | 5,422 |  |  | — |  |  | (95) |  |  | (2) |  | 5,327 |  |  | 100 |  |  |  |  |  |  |  |  |
Total Retail Loans, excluding HSBC & ISBC (non-GAAP) | J | $69,155 |  |  | $69,604 |  |  | $67,813 |  |  | ($449) |  |  | (1 | %) |  | $1,342 |  |  | 2 | % |  |  |  |  |  |  |  |
Total Average Loans, excluding HSBC & ISBC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average Loans (GAAP) | K | $157,099 |  |  | $156,879 |  |  | $125,209 |  |  | $220 |  |  | — | % |  | $31,890 |  |  | 25 | % |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 20,804 |  |  | 21,417 |  |  | — |  |  | (613) |  |  | (3) |  | 20,804 |  |  | 100 |  |  |  |  |  |  |  |  |
Total Average Loans, excluding HSBC & ISBC (non-GAAP) | L | $136,295 |  |  | $135,462 |  |  | $125,209 |  |  | $833 |  |  | 1 | % |  | $11,086 |  |  | 9 | % |  |  |  |  |  |  |  |
Average Commercial Loans, excluding HSBC & ISBC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average Commercial Loans (GAAP) | M | $82,468 |  |  | $82,047 |  |  | $58,900 |  |  | $421 |  |  | 1 | % |  | $23,568 |  |  | 40 | % |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 15,518 |  |  | 15,925 |  |  | — |  |  | (407) |  |  | (3) |  | 15,518 |  |  | 100 |  |  |  |  |  |  |  |  |
Average Commercial Loans, excluding HSBC & ISBC (non-GAAP) | N | $66,950 |  |  | $66,122 |  |  | $58,900 |  |  | $828 |  |  | 1 | % |  | $8,050 |  |  | 14 | % |  |  |  |  |  |  |  |
Average Retail Loans, excluding HSBC & ISBC |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average Retail Loans (GAAP) | O | $74,631 |  |  | $74,832 |  |  | $66,309 |  |  | ($201) |  |  | — | % |  | $8,322 |  |  | 13 | % |  |  |  |  |  |  |  |
Less: HSBC & ISBC Acquisition Impact |  | 5,286 |  |  | 5,492 |  |  | — |  |  | (206) |  |  | (4) |  | 5,286 |  |  | 100 |  |  |  |  |  |  |  |  |
Average Retail Loans, excluding HSBC & ISBC (non-GAAP) | P | $69,345 |  |  | $69,340 |  |  | $66,309 |  |  | $5 |  |  | — | % |  | $3,036 |  |  | 5 | % |  |  |  |  |  |  |  |

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Citizens Financial Group, Inc.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “goals,” “targets,” “initiatives,” “potentially,” “probably,” “projects,” “outlook,” “guidance” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.”
Forward-looking statements are based upon the current beliefs and expectations of management, and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events. We caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. While there is no assurance that any list of risks and uncertainties or risk factors is complete, important factors that could cause actual results to differ materially from those in the forward-looking statements include the following, without limitation:
•Negative economic, business and political conditions, including as a result of supply chain disruptions, inflationary pressures and labor shortages, 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 nonaccrual 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 effects of geopolitical instability, including as a result of Russia’s invasion of Ukraine and the imposition of sanctions on Russia and other actions in response, on economic and market conditions, inflationary pressures and the interest rate environment, commodity price and foreign exchange rate volatility, and heightened cybersecurity risks;
•Our ability to 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;
•Environmental, social and governance risks, such as physical or transitional risks associated with climate change, that could adversely affect our reputation, operations, business, and customers.
•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, risk-weighted assets, capital impacts of strategic initiatives, market conditions, receipt of required regulatory approvals and other 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.
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 our Quarterly Report on Form 10-Q for the period ended March 31, 2022 and Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission.
Note: Per share amounts and ratios presented in this document are calculated using whole dollars.
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Citizens Financial Group, Inc.
CFG-IR
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