EX-99.1 2 a4q23earningspostearningsr.htm EX-99.1
Exhibit 99.1

|  | Key Financial Data |  | 4Q23 | 3Q23 | 4Q22 |  |  |  |  |  | Fourth Quarter 2023 Highlights
Income Statement |  | ($s in millions) |  |  |  |  |  |  |  |  |  | ■Underlying EPS of $0.85 and ROTCE of 11.8% ■Underlying PPNR of $721 million –NII down 2% QoQ given lower NIM, partly offset by a modest increase in interest-earning assets –Fees up 2% QoQ with improved Capital Markets and Wealth, partly offset by lower Mortgage Banking –Expenses stable QoQ including the Private Bank start-up investment ■Underlying efficiency ratio of 63.8%, or 61.9% excluding Private Bank start-up investment ■Provision for credit losses of $171 million; ACL/loans ratio up 4 bps QoQ to 1.59% ■Period-end loans down 3% and average loans down 2% QoQ given balance sheet optimization, including Non-Core portfolio run off ■Period-end and average deposits broadly stable –Total deposit costs up 16 bps QoQ ■Period-end LDR improved to 82% ■Strong CET1 ratio of 10.6%; TCE ratio of 6.7% ■TBV/share of $30.91, up 11% QoQ
| Total revenue |  | $ | 1,988 |  | $ | 2,014 |  | $ | 2,200 |  |  |  |  |
| Pre-provision profit |  | 376 |  | 721 |  | 960 |  |  |  |  |
| Underlying pre-provision profit |  | 721 |  | 743 |  | 1,003 |  |  |  |  |
| Provision for credit losses |  | 171 |  | 172 |  | 132 |  |  |  |  |
| Net income |  | 189 |  | 430 |  | 653 |  |  |  |  |  |
| Underlying net income |  | 426 |  | 448 |  | 685 |  |  |  |  |
Balance Sheet & Credit Quality |  | ($s in billions) |  |  |  |  |  |  |  |
| Period-end loans and leases |  | $ | 146.0 |  | $ | 149.7 |  | $ | 156.7 |  |  |  |  |
| Average loans and leases |  | 148.0 |  | 150.8 |  | 157.1 |  |  |  |  |  |
| Period-end deposits |  | 177.3 |  | 178.2 |  | 180.7 |  |  |  |  |
| Average deposits |  | 177.1 |  | 176.5 |  | 179.0 |  |  |  |  |
| Period-end loan-to-deposit ratio |  | 82.3 | % | 84.0 | % | 86.7 | % |  |  |  |
| NCO ratio |  | 0.46 | % | 0.40 | % | 0.22 | % |  |  |  |  |
Financial Metrics |  | Diluted EPS |  | $ | 0.34 |  | $ | 0.85 |  | $ | 1.25 |  |  |  |  |
| Underlying EPS |  | 0.85 |  | 0.89 |  | 1.32 |  |  |  |  |  |
| ROTCE |  | 4.7 | % | 12.0 | % | 18.5 | % |  |  |  |
| Underlying ROTCE |  | 11.8 |  | 12.5 |  | 19.4 |  |  |  |  |  |
| Net interest margin, FTE |  | 2.91 |  | 3.03 |  | 3.30 |  |  |  |  |
| Efficiency ratio |  | 81.1 |  | 64.2 |  | 56.4 |  |  |  |  |
| Underlying efficiency ratio |  | 63.8 |  | 63.1 |  | 54.4 |  |  |  |  |  |
| CET1 |  | 10.6 | % | 10.4 | % | 10.0 | % |  |  |  |
| TBV/Share |  | $ | 30.91 |  | $ | 27.73 |  | $ | 27.88 |  |  |  |  |

Notable Items |  |  |  | 4Q23 |  |  |
| ($s in millions except per share data) |  | Pre-tax $ | EPS |  |  |
| Integration related |  | $ | (5) |  | $ | (0.01) |  |  |  |
| TOP and Other items |  | (115) |  | (0.15) |  |  |  |
| FDIC special assessment |  | (225) |  | (0.35) |  |  |  |
| Total: |  | $ | (345) |  | $ | (0.51) |  |  |  |

Citizens also announced that its board of directors declared a quarterly common stock dividend of $0.42 per share. The dividend is payable on February 14, 2024 to shareholders of record at the close of business on January 31, 2024. There were no share repurchases during the quarter, given the decision to pause to cover the impact of the industry-wide FDIC special assessment.
*Results presented on an Underlying basis are non-GAAP Financial Measures. See page 15 for additional information on our use of Non-GAAP Financial Measures.

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

|  | Quarterly Trends |  | Full Year
|  |  |  |  |  | 4Q23 change from |  |  |  |  |  | 2023 change from 2022
($s in millions, except per share data) |  | 4Q23 | 3Q23 | 4Q22 |  | 3Q23 |  | 4Q22 |  | 2023 |  | 2022 |
Earnings |  |  |  |  |  | $/bps | % |  | $/bps | % |  | $ |  | $ |  | $/bps
Net interest income |  | $ | 1,488 |  | $ | 1,522 |  | $ | 1,695 |  |  | $ | (34) |  | (2) | % |  | $ | (207) |  | (12) | % |  | $ | 6,241 |  |  | $ | 6,012 |  |  | $ | 229 |
Noninterest income |  | 500 |  | 492 |  | 505 |  |  | 8 |  | 2 |  |  | (5) |  | (1) |  |  | 1,983 |  |  | 2,009 |  |  | (26) |
Total revenue |  | 1,988 |  | 2,014 |  | 2,200 |  |  | (26) |  | (1) |  |  | (212) |  | (10) |  |  | 8,224 |  |  | 8,021 |  |  | 203 |
Noninterest expense |  | 1,612 |  | 1,293 |  | 1,240 |  |  | 319 |  | 25 |  |  | 372 |  | 30 |  |  | 5,507 |  |  | 4,892 |  |  | 615 |
Pre-provision profit |  | 376 |  | 721 |  | 960 |  |  | (345) |  | (48) |  |  | (584) |  | (61) |  |  | 2,717 |  |  | 3,129 |  |  | (412) |
Provision for credit losses |  | 171 |  | 172 |  | 132 |  |  | (1) |  | (1) |  | 39 |  | 30 |  | 687 |  |  | 474 |  |  | 213 |
Net income |  | 189 |  | 430 |  | 653 |  |  | (241) |  | (56) |  |  | (464) |  | (71) |  |  | 1,608 |  |  | 2,073 |  |  | (465) |
Preferred dividends |  | 30 |  | 30 |  | 32 |  |  | — |  | — |  |  | (2) |  | (6) |  |  | 117 |  |  | 113 |  |  | 4 |
Net income available to common stockholders |  | $ | 159 |  | $ | 400 |  | $ | 621 |  |  | $ | (241) |  | (60) | % |  | $ | (462) |  | (74) | % |  | $ | 1,491 |  |  | $ | 1,960 |  |  | $ | (469) |
After-tax notable Items |  | 237 |  | 18 |  | 32 |  |  | 219 |  | NM |  | 205 |  | NM |  | 357 |  |  | 352 |  |  | 5 |
Underlying net income |  | $ | 426 |  | $ | 448 |  | $ | 685 |  |  | $ | (22) |  | (5) | % |  | $ | (259) |  | (38) | % |  | $ | 1,965 |  |  | $ | 2,425 |  |  | $ | (460) |
Underlying net income available to common stockholders |  | 396 |  | 418 |  | 653 |  |  | (22) |  | (5) |  | (257) |  | (39) |  | $ | 1,848 |  |  | $ | 2,312 |  |  | $ | (464) |
Average common shares outstanding |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic (in millions) |  | 466.2 |  | 469.5 |  | 493.3 |  |  | (3.2) |  | (1) |  |  | (27.1) |  | (5) |  |  | 475.1 |  |  | 476.0 |  |  | (0.9) |
Diluted (in millions) |  | 468.2 |  | 471.2 |  | 495.5 |  |  | (3.0) |  | (1) |  |  | (27.3) |  | (6) |  |  | 476.7 |  |  | 477.8 |  |  | (1.1) |
Diluted earnings per share |  | $ | 0.34 |  | $ | 0.85 |  | $ | 1.25 |  |  | $ | (0.51) |  | (60) | % |  | $ | (0.91) |  | (73) | % |  | $ | 3.13 |  |  | $ | 4.10 |  |  | $ | (0.97) |
Underlying diluted earnings per share |  | 0.85 |  | 0.89 |  | 1.32 |  |  | (0.04) |  | (4) |  | (0.47) |  | (36) |  |  | $ | 3.88 |  |  | $ | 4.84 |  |  | $ | (0.96) |
Performance metrics |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net interest margin |  | 2.90 | % | 3.03 | % | 3.29 | % |  | (13) | bps |  |  | (39) | bps |  |  | 3.09 | % |  | 3.10 | % |  | (1) | bps
Net interest margin, FTE |  | 2.91 |  | 3.03 |  | 3.30 |  |  | (12) |  |  |  | (39) |  |  |  | 3.10 |  |  | 3.10 |  |  | — |
Effective income tax rate |  | 7.6 |  | 21.5 |  | 21.2 |  |  | (1,392) |  |  |  | (1,357) |  |  |  | 20.8 |  |  | 21.9 |  |  | (117) |
Efficiency ratio |  | 81.1 |  | 64.2 |  | 56.4 |  |  | 1,692 |  |  |  | 2,477 |  |  |  | 67.0 |  |  | 61.0 |  |  | 598 |
Underlying efficiency ratio |  | 63.8 |  | 63.1 |  | 54.4 |  |  | 69 |  |  |  | 935 |  |  |  | 60.8 |  |  | 57.5 |  |  | 330 |
Return on average tangible common equity |  | 4.7 |  | 12.0 |  | 18.5 |  |  | (728) |  |  |  | (1,374) |  |  |  | 10.9 |  |  | 13.9 |  |  | (299) |
Underlying return on average tangible common equity |  | 11.8 |  | 12.5 |  | 19.4 |  |  | (67) |  |  |  | (756) |  |  |  | 13.5 |  |  | 16.4 |  |  | (288) |
Return on average total tangible assets |  | 0.35 |  | 0.81 |  | 1.19 |  |  | (46) |  |  |  | (84) |  |  |  | 0.75 |  |  | 1.00 |  |  | (25) |
Underlying return on average total tangible assets |  | 0.78 | % | 0.84 | % | 1.25 | % |  | (6) | bps |  |  | (47) | bps |  |  | 0.92 | % |  | 1.17 | % |  | (25) | bps
Capital adequacy(2,3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common equity tier 1 capital ratio |  | 10.6 | % | 10.4 | % | 10.0 | % |  |  |  |  |  |  |  |  |  |  |  |
Total capital ratio |  | 13.7 |  | 13.4 |  | 12.8 |  |  |  |  |  |  |  |  |  |  |  |  |
Tier 1 leverage ratio |  | 9.3 |  | 9.4 |  | 9.3 |  |  |  |  |  |  |  |  |  |  |  |  |
Tangible common equity ratio |  | 6.7 |  | 5.9 |  | 6.3 |  |  |  |  |  |  |  |  |  |  |  |  |
Allowance for credit losses to loans and leases |  | 1.59 | % | 1.55 | % | 1.43 | % |  | 4 | bps |  |  | 16 | bps |  |  |  |  |  |  |
Asset quality(3) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Nonaccrual loans and leases to loans and leases |  | 0.93 | % | 0.87 | % | 0.60 | % |  | 6 | bps |  |  | 33 | bps |  |  |  |  |  |  |
Allowance for credit losses to nonaccrual loans and leases |  | 170 |  | 179 |  | 237 |  |  | (9) |  |  |  | (67) |  |  |  |  |  |  |  |
Net charge-offs as a % of average loans and leases |  | 0.46 | % | 0.40 | % | 0.22 | % |  | 6 | bps |  |  | 24 | bps |  |  | 0.40 | % |  | 0.18 | % |  | 22 | 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.
2

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
|  |  |  |  |  | 4Q23 change from |  |  |  |  | 2023 Change
($s in millions, except per share data) |  | 4Q23 | 3Q23 | 4Q22 |  | 3Q23 |  | 4Q22 |  | 2023 | 2022 |  | from 2022
|  |  |  |  |  | $/bps | % |  | $/bps | % |  |  |  |  | %
Net interest income |  | $ | 1,488 |  | $ | 1,522 |  | $ | 1,695 |  |  | $ | (34) |  | (2) | % |  | $ | (207) |  | (12) | % |  | $ | 6,241 |  | $ | 6,012 |  |  | 4 | %
Noninterest income |  | 500 |  | 492 |  | 505 |  |  | 8 |  | 2 |  |  | (5) |  | (1) |  |  | 1,983 |  | 2,040 |  |  | (3) |
Total revenue |  | $ | 1,988 |  | $ | 2,014 |  | $ | 2,200 |  |  | $ | (26) |  | (1) | % |  | $ | (212) |  | (10) | % |  | $ | 8,224 |  | $ | 8,052 |  |  | 2 | %
Noninterest expense |  | $ | 1,267 |  | $ | 1,271 |  | $ | 1,197 |  |  | $ | (4) |  | — | % |  | $ | 70 |  | 6 | % |  | $ | 5,001 |  | $ | 4,630 |  |  | 8 | %
Provision for credit losses |  | 171 |  | 172 |  | 132 |  |  | (1) |  | (1) |  |  | 39 |  | 30 |  |  | 687 |  | 305 |  |  | 125 |
Net income available to common stockholders |  | $ | 396 |  | $ | 418 |  | $ | 653 |  |  | $ | (22) |  | (5) | % |  | $ | (257) |  | (39) | % |  | $ | 1,848 |  | $ | 2,312 |  |  | (20) | %
Performance metrics |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
EPS |  | $ | 0.85 |  | $ | 0.89 |  | $ | 1.32 |  |  | $ | (0.04) |  | (4) | % |  | $ | (0.47) |  | (36) | % |  | $ | 3.88 |  | $ | 4.84 |  |  | (20) | %
Efficiency ratio |  | 63.8 | % | 63.1 | % | 54.4 | % |  | 69 | bps |  |  | 935 | bps |  |  | 60.8 |  | 57.5 |  |  | 330 |
Return on average tangible common equity |  | 11.8 | % | 12.5 | % | 19.4 | % |  | (67) | bps |  |  | (756) | bps |  |  | 13.5 | % | 16.4 | % |  | (288) | bps

Consolidated balance sheet summary(1):

|  |  |  |  |  |  |  | 4Q23 change from
($s in millions) |  | 4Q23 |  | 3Q23 |  | 4Q22 |  | 3Q23 |  | 4Q22
|  |  |  |  |  |  |  | $/bps | % |  | $/bps | %
Total assets |  | $ | 221,964 |  |  | $ | 225,270 |  |  | $ | 226,733 |  |  | $ | (3,306) |  | (1) | % |  | $ | (4,769) |  | (2) | %
Total loans and leases |  | 145,959 |  |  | 149,746 |  |  | 156,662 |  |  | (3,787) |  | (3) |  |  | (10,703) |  | (7) |
Total loans held for sale |  | 779 |  |  | 848 |  |  | 982 |  |  | (69) |  | (8) |  |  | (203) |  | (21) |
Deposits |  | 177,342 |  |  | 178,197 |  |  | 180,724 |  |  | (855) |  | — |  |  | (3,382) |  | (2) |
Stockholders' equity |  | 24,342 |  |  | 22,878 |  |  | 23,690 |  |  | 1,464 |  | 6 |  |  | 652 |  | 3 |
Stockholders' common equity |  | 22,329 |  |  | 20,864 |  |  | 21,676 |  |  | 1,465 |  | 7 |  |  | 653 |  | 3 |
Tangible common equity |  | $ | 14,417 |  |  | $ | 12,930 |  |  | $ | 13,728 |  |  | $ | 1,487 |  | 12 | % |  | $ | 689 |  | 5 | %
Loan-to-deposit ratio (period-end)(2) |  | 82.3 | % |  | 84.0 | % |  | 86.7 | % |  | (173) | bps |  |  | (439) | bps |
Loan-to-deposit ratio (average)(2) |  | 83.5 | % |  | 85.5 | % |  | 87.7 | % |  | (192) | bps |  |  | (420) | bps |
1) Represents period-end unless otherwise noted. |  |  |  |  |  |
2) Excludes loans held for sale.

3

Citizens Financial Group, Inc.
Notable items:
Quarterly and full-year results reflect notable items primarily related to integration costs associated with recent acquisitions, as well as TOP revenue and efficiency initiatives and other expense reduction actions. In addition, fourth quarter 2023 includes a notable item for an industry-wide FDIC special assessment. 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 |  | 4Q23 |  | 3Q23 |  | 4Q22 |  | FY 2023 |  | FY 2022 |  |  |  |
($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 |  | $ | (2) |  |  | $ | (1) |  |  |  |  | $ | (4) |  |  | $ | (3) |  |  |  |  | $ | (13) |  |  | $ | (9) |  |  | $ | (15) |  |  | $ | (11) |  |  | $ | (98) |  |  | $ | (72) |  |  |  |  |  |  |  |  |
Equipment and software |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  |  |  | (1) |  |  | (1) |  |  | (4) |  |  | (3) |  |  | (1) |  |  | (1) |  |  |  |  |  |  |  |  |
Outside services |  | (3) |  |  | (2) |  |  |  |  | (4) |  |  | (3) |  |  |  |  | (15) |  |  | (12) |  |  | (43) |  |  | (31) |  |  | (89) |  |  | (67) |  |  |  |  |  |  |  |  |
Occupancy |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | (41) |  |  | (30) |  |  | (2) |  |  | (1) |  |  |  |  |  |  |  |  |
Other expense |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  |  |  | (6) |  |  | (4) |  |  | (1) |  |  | (1) |  |  | (23) |  |  | (16) |  |  |  |  |  |  |  |  |
Noninterest expense |  | $ | (5) |  |  | $ | (3) |  |  |  |  | $ | (8) |  |  | $ | (6) |  |  |  |  | $ | (35) |  |  | $ | (26) |  |  | $ | (104) |  |  | $ | (76) |  |  | $ | (213) |  |  | $ | (157) |  |  |  |  |  |  |  |  |
EPS Impact - Noninterest expense |  |  |  | $ | (0.01) |  |  |  |  |  |  | $ | (0.02) |  |  |  |  |  |  | $ | (0.06) |  |  |  |  | $ | (0.16) |  |  |  |  | $ | (0.34) |  |  |  |  |  |  |  |  |
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 |  | $ | (5) |  |  | $ | (3) |  |  |  |  | $ | (8) |  |  | $ | (6) |  |  |  |  | $ | (35) |  |  | $ | (26) |  |  | $ | (104) |  |  | $ | (76) |  |  | $ | (413) |  |  | $ | (312) |  |  |  |  |  |  |  |  |
EPS Impact - Total Integration-related |  |  |  | $ | (0.01) |  |  |  |  |  |  | $ | (0.02) |  |  |  |  |  |  | $ | (0.06) |  |  |  |  | $ | (0.16) |  |  |  |  | $ | (0.66) |  |  |  |  |  |  |  |  |
Other notable items - TOP & Other | 4Q23 |  | 3Q23 |  | 4Q22 |  | FY 2023 |  | FY 2022 |  |  |  |
($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 |  |  |  |  |  |  |  |
Tax notable items |  | $ | — |  |  | $ | 17 |  |  |  |  | $ | — |  |  | $ | — |  |  |  |  | $ | — |  |  | $ | — |  |  | $ | — |  |  | $ | 17 |  |  | $ | — |  |  | $ | (3) |  |  |  |  |  |  |  |  |
Salaries & benefits |  | (30) |  |  | (22) |  |  |  |  | (1) |  |  | — |  |  |  |  | (2) |  |  | (2) |  |  | (52) |  |  | (38) |  |  | (12) |  |  | (9) |  |  |  |  |  |  |  |  |
Equipment and software |  | (37) |  |  | (27) |  |  |  |  | (6) |  |  | (5) |  |  |  |  | (1) |  |  | — |  |  | (47) |  |  | (35) |  |  | (9) |  |  | (6) |  |  |  |  |  |  |  |  |
Outside services |  | (10) |  |  | (7) |  |  |  |  | (3) |  |  | (3) |  |  |  |  | (2) |  |  | (1) |  |  | (25) |  |  | (19) |  |  | (24) |  |  | (18) |  |  |  |  |  |  |  |  |
Occupancy |  | (20) |  |  | (15) |  |  |  |  | (2) |  |  | (2) |  |  |  |  | (2) |  |  | (2) |  |  | (29) |  |  | (22) |  |  | (3) |  |  | (3) |  |  |  |  |  |  |  |  |
FDIC special assessment(1) |  | (225) |  |  | (167) |  |  |  |  | — |  |  | — |  |  |  |  | — |  |  | — |  |  | (225) |  |  | (167) |  |  | — |  |  | — |  |  |  |  |  |  |  |  |
Other expense |  | (18) |  |  | (13) |  |  |  |  | (2) |  |  | (2) |  |  |  |  | (1) |  |  | (1) |  |  | (24) |  |  | (17) |  |  | (1) |  |  | (1) |  |  |  |  |  |  |  |  |
Noninterest expense |  | $ | (340) |  |  | $ | (251) |  |  |  |  | $ | (14) |  |  | $ | (12) |  |  |  |  | $ | (8) |  |  | $ | (6) |  |  | $ | (402) |  |  | $ | (298) |  |  | $ | (49) |  |  | $ | (37) |  |  |  |  |  |  |  |  |
Total Other Notable Items |  | $ | (340) |  |  | $ | (234) |  |  |  |  | $ | (14) |  |  | $ | (12) |  |  |  |  | $ | (8) |  |  | $ | (6) |  |  | $ | (402) |  |  | $ | (281) |  |  | $ | (49) |  |  | $ | (40) |  |  |  |  |  |  |  |  |
EPS Impact - Other Notable Items |  |  |  | $ | (0.50) |  |  |  |  |  |  | $ | (0.02) |  |  |  |  |  |  | $ | (0.01) |  |  |  |  | $ | (0.59) |  |  |  |  | $ | (0.08) |  |  |  |  |  |  |  |  |
Total Notable Items |  | $ | (345) |  |  | $ | (237) |  |  |  |  | $ | (22) |  |  | $ | (18) |  |  |  |  | $ | (43) |  |  | $ | (32) |  |  | $ | (506) |  |  | $ | (357) |  |  | $ | (462) |  |  | $ | (352) |  |  |  |  |  |  |  |  |
Total EPS Impact |  |  |  | $ | (0.51) |  |  |  |  |  |  | $ | (0.04) |  |  |  |  |  |  | $ | (0.07) |  |  |  |  | $ | (0.75) |  |  |  |  | $ | (0.74) |  |  |  |  |  |  |  |  |
(1) The FDIC special assessment earnings per share impact is $(0.35) for fourth quarter 2023 and full year 2023. |  |  |  |  |  |  |  |

4

Citizens Financial Group, Inc.
Discussion of results:

Net interest income |  |  |  |  |  |  |  | 4Q23 change from
($s in millions) |  | 4Q23 |  | 3Q23 |  | 4Q22 |  | 3Q23 |  | 4Q22
|  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | %
Interest income: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest and fees on loans and leases and loans held for sale |  | $ | 2,166 |  |  | $ | 2,194 |  |  | $ | 1,919 |  |  | $ | (28) |  |  | (1) | % |  | $ | 247 |  |  | 13 | %
Investment securities |  | 339 |  |  | 290 |  |  | 258 |  |  | 49 |  |  | 17 |  |  | 81 |  |  | 31 |
Interest-bearing deposits in banks |  | 171 |  |  | 111 |  |  | 75 |  |  | 60 |  |  | 54 |  |  | 96 |  |  | 128
Total interest income |  | $ | 2,676 |  |  | $ | 2,595 |  |  | $ | 2,252 |  |  | $ | 81 |  |  | 3 | % |  | $ | 424 |  |  | 19 | %
Interest expense: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Deposits |  | $ | 974 |  |  | $ | 898 |  |  | $ | 396 |  |  | $ | 76 |  |  | 8 | % |  | $ | 578 |  |  | 146 | %
Short-term borrowed funds |  | 7 |  |  | 8 |  |  | 2 |  |  | (1) |  |  | (13) |  |  | 5 |  |  | 250 |
Long-term borrowed funds |  | 207 |  |  | 167 |  |  | 159 |  |  | 40 |  |  | 24 |  |  | 48 |  |  | 30 |
Total interest expense |  | $ | 1,188 |  |  | $ | 1,073 |  |  | $ | 557 |  |  | $ | 115 |  |  | 11 | % |  | $ | 631 |  |  | 113 | %
Net interest income |  | $ | 1,488 |  |  | $ | 1,522 |  |  | $ | 1,695 |  |  | $ | (34) |  |  | (2) | % |  | $ | (207) |  |  | (12) | %
Net interest margin, FTE |  | 2.91 | % |  | 3.03 | % |  | 3.30 | % |  | (12) | bps |  |  |  | (39) | bps |  |

Fourth quarter 2023 | vs. | third quarter 2023

Net interest income of $1.5 billion decreased 2%, reflecting lower net interest margin, partially offset by a 2% increase in average interest-earning assets. Higher cash and securities were partially offset by lower loans.
•Net interest margin of 2.91% decreased 12 basis points reflecting the impact of an increase in liquidity (cash and securities - 9 basis points) and higher funding costs (6 basis points), partially offset by the benefit of Non-Core run off (3 basis points). The targeted build in liquidity was achieved in the quarter.

Fourth quarter 2023 | vs. | fourth quarter 2022

Net interest income of $1.5 billion decreased 12%, reflecting lower net interest margin and a 1% decline in average interest-earning assets.
•Net interest margin of 2.91% decreased 39 basis points, as higher funding costs and the impact of building liquidity were partly offset by higher interest-earning-asset yields and the benefit of Non-Core run off.
5

Citizens Financial Group, Inc.

Noninterest Income |  |  |  |  |  |  |  | 4Q23 change from
($s in millions) |  | 4Q23 |  | 3Q23 |  | 4Q22 |  | 3Q23 |  | 4Q22
|  |  |  |  |  |  |  | $ |  | % |  | $ |  | %
Service charges and fees |  | $ | 104 |  |  | $ | 105 |  |  | $ | 105 |  |  | $ | (1) |  |  | (1) | % |  | $ | (1) |  |  | (1) | %
Capital markets fees |  | 87 |  |  | 67 |  |  | 98 |  |  | 20 |  |  | 30 |  |  | (11) |  |  | (11) |
Card fees |  | 70 |  |  | 74 |  |  | 71 |  |  | (4) |  |  | (5) |  |  | (1) |  |  | (1) |
Trust and investment services fees |  | 68 |  |  | 63 |  |  | 61 |  |  | 5 |  |  | 8 |  |  | 7 |  |  | 11 |
Mortgage banking fees |  | 57 |  |  | 69 |  |  | 54 |  |  | (12) |  |  | (17) |  |  | 3 |  |  | 6 |
Foreign exchange and derivative products |  | 43 |  |  | 48 |  |  | 35 |  |  | (5) |  |  | (10) |  |  | 8 |  |  | 23 |
Letter of credit and loan fees |  | 42 |  |  | 43 |  |  | 41 |  |  | (1) |  |  | (2) |  |  | 1 |  |  | 2 |
Securities gains, net |  | 9 |  |  | 5 |  |  | 4 |  |  | 4 |  |  | 80 |  | 5 |  |  | 125
Other income(1) |  | 20 |  |  | 18 |  |  | 36 |  |  | 2 |  |  | 11 |  | (16) |  |  | (44)
Noninterest income |  | $ | 500 |  |  | $ | 492 |  |  | $ | 505 |  |  | $ | 8 |  |  | 2 | % |  | $ | (5) |  |  | (1) | %
1) Includes bank-owned life insurance income and other miscellaneous income for all periods presented.

Fourth quarter 2023 | vs. | third quarter 2023

Noninterest income of $500 million increased $8 million, or 2%.
•Capital markets fees increased $20 million, given increased bond and equity underwriting and M&A advisory fees.
•Card fees decreased $4 million, primarily reflecting lower interchange and higher rewards expense.
•Trust and investment services fees increased $5 million, reflecting increased sales activity.
•Mortgage banking fees decreased $12 million, driven by lower production fees and MSR valuation, net of hedging, partially offset by higher servicing fees.
•Foreign exchange and derivative products revenue decreased $5 million, primarily reflecting lower client activity in interest rate hedging.

Fourth quarter 2023 | vs. | fourth quarter 2022

Noninterest income of $500 million decreased $5 million, or 1%.
•Capital markets fees decreased $11 million, primarily given lower M&A advisory fees.
•Trust and investment services fees increased $7 million, reflecting increased sales activity and asset management fees.
•Mortgage banking fees increased $3 million, driven by higher MSR valuation, net of hedging, partially offset by lower servicing and production fees.
•FX and derivative products revenue increased $8 million, primarily reflecting increased client activity in commodities hedging.
6

Citizens Financial Group, Inc.

Noninterest Expense |  |  |  |  |  | 4Q23 change from
($s in millions) |  | 4Q23 |  | 3Q23 |  | 4Q22 |  | 3Q23 |  | 4Q22
|  |  |  |  |  |  |  | $ | % |  | $ | %
Salaries and employee benefits |  | $ | 667 |  |  | $ | 659 |  |  | $ | 633 |  |  | $ | 8 |  | 1 | % |  | $ | 34 |  | 5 | %
Equipment and software |  | 215 |  |  | 191 |  |  | 170 |  |  | 24 |  | 13 |  |  | 45 |  | 26 |
Outside services |  | 174 |  |  | 160 |  |  | 170 |  |  | 14 |  | 9 |  |  | 4 |  | 2 |
Occupancy |  | 125 |  |  | 107 |  |  | 110 |  |  | 18 |  | 17 |  |  | 15 |  | 14 |
Other operating expense |  | 431 |  |  | 176 |  |  | 157 |  |  | 255 |  | 145 |  |  | 274 |  | 175 |
Noninterest expense |  | $ | 1,612 |  |  | $ | 1,293 |  |  | $ | 1,240 |  |  | $ | 319 |  | 25 | % |  | $ | 372 |  | 30 | %
Notable items |  | $ | 345 |  |  | $ | 22 |  |  | $ | 43 |  |  | $ | 323 |  | NM |  | $ | 302 |  | NM
Underlying, as applicable |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits |  | $ | 635 |  |  | $ | 654 |  |  | $ | 618 |  |  | $ | (19) |  | (3) | % |  | $ | 17 |  | 3 | %
Equipment and software |  | 178 |  |  | 185 |  |  | 168 |  |  | (7) |  | (4) |  |  | 10 |  | 6 |
Outside services |  | 161 |  |  | 153 |  |  | 153 |  |  | 8 |  | 5 |  |  | 8 |  | 5 |
Occupancy |  | 105 |  |  | 105 |  |  | 108 |  |  | — |  | — |  |  | (3) |  | (3) |
Other operating expense |  | 188 |  |  | 174 |  |  | 150 |  |  | 14 |  | 8 |  |  | 38 |  | 25 |
Underlying noninterest expense |  | $ | 1,267 |  |  | $ | 1,271 |  |  | $ | 1,197 |  |  | $ | (4) |  | — | % |  | $ | 70 |  | 6 | %

Fourth quarter 2023 | vs. | third quarter 2023

Underlying noninterest expense of $1.27 billion was down slightly including the Private Bank start-up investment.
•Salaries and benefits decreased primarily reflecting headcount reduction initiatives.
•Equipment and software decreased given lower vendor costs.
•Outside services increased related to the execution of strategic initiatives.
•Other operating expense increased primarily due to higher fraud, deposit insurance and travel expenses, partially offset by lower advertising costs.
Reported noninterest expense of $1.61 billion increased $319 million, reflecting notable items of $323 million, namely the industry-wide FDIC special assessment of $225 million, and costs associated with the reduction of approximately 650 headcount, or 3.5%, the exit of the Wholesale Mortgage and Auto businesses, and facilities rationalization.
The effective tax rate was 7.6% in fourth quarter 2023. On an underlying basis, the effective tax rate of 22.3% increased modestly compared to 21.7% in third quarter 2023.

Fourth quarter 2023 | vs. | fourth quarter 2022

Underlying noninterest expense of $1.27 billion increased 6%; up 2% excluding $41 million in expenses related to the Private Bank start-up investment.
•Salaries and benefits increased reflecting the Private Bank start-up investment, partly offset by lower headcount.
•Equipment and software increased, reflecting higher software maintenance and amortization costs.
•Other operating expenses increased primarily driven by increased deposit insurance, pension costs and fraud expense.
The effective tax rate was 7.6% in fourth quarter 2023. On an underlying basis, the effective tax rate of 22.3% increased compared to 21.4% in fourth quarter 2022.
7

Citizens Financial Group, Inc.

Interest-earning assets |  |  |  |  | 4Q23 change from
($s in millions) | 4Q23 | 3Q23 | 4Q22 |  | 3Q23 |  | 4Q22
Period-end interest-earning assets |  |  |  |  | $ |  | % |  | $ |  | %
Investments | $ | 40,003 |  | $ | 35,547 |  | $ | 35,052 |  |  | $ | 4,456 |  |  | 13 | % |  | $ | 4,951 |  |  | 14 | %
Interest-bearing deposits in banks | 10,239 |  | 14,329 |  | 9,361 |  |  | (4,090) |  |  | (29) |  |  | 878 |  |  | 9 |
Commercial loans and leases | 74,445 |  | 77,457 |  | 82,180 |  |  | (3,012) |  |  | (4) |  |  | (7,735) |  |  | (9) |
Retail loans | 71,514 |  | 72,289 |  | 74,482 |  |  | (775) |  |  | (1) |  |  | (2,968) |  |  | (4) |
Total loans and leases | 145,959 |  | 149,746 |  | 156,662 |  |  | (3,787) |  |  | (3) |  |  | (10,703) |  |  | (7) |
Loans held for sale, at fair value | 676 |  | 749 |  | 774 |  |  | (73) |  |  | (10) |  |  | (98) |  |  | (13) |
Other loans held for sale | 103 |  | 99 |  | 208 |  |  | 4 |  |  | 4 |  | (105) |  |  | (50)
Total loans and leases and loans held for sale | 146,738 |  | 150,594 |  | 157,644 |  |  | (3,856) |  |  | (3) |  |  | (10,906) |  |  | (7) |
Total period-end interest-earning assets | $ | 196,980 |  | $ | 200,470 |  | $ | 202,057 |  |  | $ | (3,490) |  |  | (2) | % |  | $ | (5,077) |  |  | (3) | %
Average interest-earning assets |  |  |  |  |  |  |  |  |  |  |
Investments | $ | 41,499 |  | $ | 39,273 |  | $ | 38,772 |  |  | $ | 2,226 |  |  | 6 | % |  | $ | 2,727 |  |  | 7 | %
Interest-bearing deposits in banks | 12,387 |  | 8,005 |  | 6,915 |  |  | 4,382 |  |  | 55 |  |  | 5,472 |  |  | 79 |
Commercial loans and leases | 76,078 |  | 78,261 |  | 82,468 |  |  | (2,183) |  |  | (3) |  |  | (6,390) |  |  | (8) |
Retail loans | 71,891 |  | 72,530 |  | 74,631 |  |  | (639) |  |  | (1) |  |  | (2,740) |  |  | (4) |
Total loans and leases | 147,969 |  | 150,791 |  | 157,099 |  |  | (2,822) |  |  | (2) |  |  | (9,130) |  |  | (6) |
Loans held for sale, at fair value | 1,047 |  | 1,204 |  | 1,179 |  |  | (157) |  |  | (13) |  |  | (132) |  |  | (11) |
Other loans held for sale | 219 |  | 321 |  | 557 |  |  | (102) |  |  | (32) |  | (338) |  |  | (61)
Total loans and leases and loans held for sale | 149,235 |  | 152,316 |  | 158,835 |  |  | (3,081) |  |  | (2) |  |  | (9,600) |  |  | (6) |
Total average interest-earning assets | $ | 203,121 |  | $ | 199,594 |  | $ | 204,522 |  |  | $ | 3,527 |  |  | 2 | % |  | $ | (1,401) |  |  | (1) | %

Fourth quarter 2023 | vs. | third quarter 2023

Period-end interest-earning assets of $197.0 billion decreased $3.5 billion, or 2%, reflecting a $4.1 billion decrease in cash held in interest-bearing deposits and a $3.9 billion decrease in total loans and leases and loans held for sale, partly offset by a $4.5 billion increase in investments in securities. The decrease in loans and leases reflects a $3.0 billion decrease in commercial given balance sheet optimization actions and market conditions driving lower client demand. Results also reflect a $775 million decrease in retail, given planned Non-Core portfolio run off.
Average interest-earning assets of $203.1 billion increased $3.5 billion, or 2%, reflecting a $4.4 billion increase in cash held in interest-bearing deposits and a $2.2 billion increase in investments, partly offset by a $2.8 billion decrease in total loans and leases. The decrease in loans and leases reflects a $2.2 billion decrease in commercial given balance sheet optimization actions and market conditions driving lower client demand, as well as a $639 million decrease in retail driven by the Non-Core portfolio run off.
The average effective duration of the securities portfolio was 3.9 years, compared with 5.2 years at September 30, 2023 and 5.8 years at December 31, 2022.

Fourth quarter 2023 | vs. | fourth quarter 2022

Period-end interest-earning assets of $197.0 billion decreased $5.1 billion, or 3%, reflecting a $10.9 billion decrease in total loans and leases and loans held for sale, partly offset by a $878 million increase in cash held in interest-bearing deposits and a $5.0 billion increase in investments in securities. The decrease in loans and leases reflects a $7.7 billion decrease in commercial given balance sheet optimization actions and lower client demand, and a $3.0 billion decrease in retail driven by the Non-Core portfolio run off and lower education largely offset by growth in mortgage and home equity.
Average interest-earning assets of $203.1 billion decreased $1.4 billion, or 1%, reflecting a $9.6 billion decrease in total loans and leases and loans held for sale, partially offset by a $5.5 billion increase in cash held in interest-bearing deposits and a $2.7 billion increase in investments in securities.
8

Citizens Financial Group, Inc.

Deposits |  |  |  |  | 4Q23 change from
($s in millions) | 4Q23 | 3Q23 | 4Q22 |  | 3Q23 |  | 4Q22
Period-end deposits |  |  |  |  | $ |  | % |  | $ |  | %
Demand | $ | 37,107 |  | $ | 38,561 |  | $ | 49,283 |  |  | $ | (1,454) |  |  | (4) | % |  | $ | (12,176) |  |  | (25) | %
Money market | 53,812 |  | 53,517 |  | 49,905 |  |  | 295 |  |  | 1 |  |  | 3,907 |  |  | 8 |
Checking with interest | 31,876 |  | 33,355 |  | 39,721 |  |  | (1,479) |  |  | (4) |  |  | (7,845) |  |  | (20) |
Savings | 27,983 |  | 29,139 |  | 29,805 |  |  | (1,156) |  |  | (4) |  |  | (1,822) |  |  | (6) |
Term | 26,564 |  | 23,625 |  | 12,010 |  |  | 2,939 |  |  | 12 |  |  | 14,554 |  |  | 121 |
Total period-end deposits | $ | 177,342 |  | $ | 178,197 |  | $ | 180,724 |  |  | $ | (855) |  |  | — | % |  | $ | (3,382) |  |  | (2) | %
Average deposits |  |  |  |  |  |  |  |  |  |  |
Demand | $ | 38,390 |  | $ | 39,728 |  | $ | 50,706 |  |  | $ | (1,338) |  |  | (3) | % |  | $ | (12,316) |  |  | (24) | %
Money market | 53,003 |  | 52,057 |  | 50,228 |  |  | 946 |  |  | 2 |  |  | 2,775 |  |  | 6 |
Checking with interest | 31,788 |  | 33,545 |  | 36,952 |  |  | (1,757) |  |  | (5) |  |  | (5,164) |  |  | (14) |
Savings | 28,455 |  | 29,516 |  | 29,780 |  |  | (1,061) |  |  | (4) |  |  | (1,325) |  |  | (4) |
Term | 25,492 |  | 21,604 |  | 11,378 |  |  | 3,888 |  |  | 18 |  |  | 14,114 |  |  | 124 |
Total average deposits | $ | 177,128 |  | $ | 176,450 |  | $ | 179,044 |  |  | $ | 678 |  |  | — | % |  | $ | (1,916) |  |  | (1) | %

Fourth quarter 2023 | vs. | third quarter 2023

Total period-end deposits of $177.3 billion and average deposits of $177.1 billion were broadly stable. The spot decreases in demand of 4% and checking with interest of 4% reflect continued migration to higher rate alternatives, with increases in term, up 12%, and money market, up 1%. Efforts to optimize the liquidity value of deposits continue, with $3.5 billion in deposits from financial institutions and municipalities run off during the quarter.

Fourth quarter 2023 | vs. | fourth quarter 2022

Total period-end deposits of $177.3 billion decreased 2% while average deposits of $177.1 billion decreased 1%, primarily due to rate-related outflows. Higher interest rates drove migration of deposits from demand and checking with interest to term and money market accounts.
9

Citizens Financial Group, Inc.

Borrowed Funds |  |  |  |  | 4Q23 change from
($s in millions) | 4Q23 | 3Q23 | 4Q22 |  | 3Q23 |  | 4Q22
Period-end borrowed funds |  |  |  |  | $ |  | % |  | $ |  | %
Short-term borrowed funds | $ | 505 |  | $ | 232 |  | $ | 3 |  |  | $ | 273 |  |  | 118 % |  | $ | 502 |  |  | NM
Long-term borrowed funds |  |  |  |  |  |  |  |  |  |  |
FHLB advances | 3,786 |  | 7,036 |  | 8,519 |  |  | (3,250) |  |  | (46) |  | (4,733) |  |  | (56)
Senior debt | 5,170 |  | 5,258 |  | 5,555 |  |  | (88) |  |  | (2) |  |  | (385) |  |  | (7) |
Subordinated debt and other debt | 1,819 |  | 1,815 |  | 1,813 |  |  | 4 |  |  | — |  |  | 6 |  |  | — |
Auto collateralized borrowings | 2,692 |  | 3,245 |  | — |  |  | (553) |  |  | (17) |  | 2,692 |  |  | 100 |
Total borrowed funds | $ | 13,972 |  | $ | 17,586 |  | $ | 15,890 |  |  | $ | (3,614) |  |  | (21) | % |  | $ | (1,918) |  |  | (12) | %
Average borrowed funds |  |  |  |  |  |  |  |  |  |  |
Short-term borrowed funds | $ | 491 |  | $ | 506 |  | $ | 262 |  |  | $ | (15) |  |  | (3) % |  | $ | 229 |  |  | 87 | %
Long-term borrowed funds |  |  |  |  |  |  |  |  |  |  |
FHLB advances | 5,751 |  | 4,023 |  | 8,818 |  |  | 1,728 |  |  | 43 |  |  | (3,067) |  |  | (35)
Senior debt | 5,217 |  | 5,259 |  | 5,397 |  |  | (42) |  |  | (1) |  |  | (180) |  |  | (3) |
Subordinated debt and other debt | 1,816 |  | 1,814 |  | 1,812 |  |  | 2 |  |  | — |  |  | 4 |  |  | — |
Auto collateralized borrowings | 2,904 |  | 2,106 |  | — |  |  | 798 |  |  | 38 |  | 2,904 |  |  | 100 |
Total average borrowed funds | $ | 16,179 |  | $ | 13,708 |  | $ | 16,289 |  |  | $ | 2,471 |  |  | 18 | % |  | $ | (110) |  |  | (1) | %

Fourth quarter 2023 | vs. | third quarter 2023

Period-end borrowed funds decreased by $3.6 billion, primarily due to a decrease in FHLB advances of $3.3 billion and a decrease of $553 million in collateralized borrowings on auto loans, partly offset by a $273 million increase in short-term borrowings.
Average borrowed funds increased $2.5 billion, with an increase in FHLB advances of $1.7 billion, and an increase in collateralized borrowings on auto loans of $798 million.

Fourth quarter 2023 | vs. | fourth quarter 2022

Period-end borrowed funds decreased by $1.9 billion, primarily due to a decrease in FHLB advances of $4.7 billion and a decrease of $385 million in senior debt, partly offset by a $2.7 billion increase in collateralized borrowings on auto loans and a $502 million increase in short-term borrowed funds.
Average borrowed funds decreased by $110 million, reflecting a $3.1 billion decrease in FHLB advances, largely offset by a $2.9 billion increase in collateralized borrowings on auto loans.
10

Citizens Financial Group, Inc.

Capital |  |  |  |  |  |  | 4Q23 change from
($s and shares in millions, except per share data) | 4Q23 |  | 3Q23 |  | 4Q22 |  | 3Q23 |  | 4Q22
Period-end capital |  |  |  |  |  |  | $ |  | % |  | $ |  | %
Stockholders' equity | $ | 24,342 |  |  | $ | 22,878 |  |  | $ | 23,690 |  |  | $ | 1,464 |  |  | 6 | % |  | $ | 652 |  |  | 3 | %
Stockholders' common equity | 22,329 |  |  | 20,864 |  |  | 21,676 |  |  | 1,465 |  |  | 7 |  |  | 653 |  |  | 3 |
Tangible common equity | 14,417 |  |  | 12,930 |  |  | 13,728 |  |  | 1,487 |  |  | 12 |  |  | 689 |  |  | 5 |
Tangible book value per common share | $ | 30.91 |  |  | $ | 27.73 |  |  | $ | 27.88 |  |  | $ | 3.18 |  |  | 11 | % |  | $ | 3.03 |  |  | 11 | %
Common shares - at end of period | 466.4 |  |  | 466.2 |  |  | 492.3 |  |  | 0.2 |  |  | — |  |  | (25.9) |  |  | (5) |
Common shares - average (diluted) | 468.2 |  |  | 471.2 |  |  | 495.5 |  |  | (3.0) |  |  | (1) | % |  | (27.3) |  |  | (6) | %
Common equity tier 1 capital ratio(1) | 10.6 | % |  | 10.4 | % |  | 10.0 | % |  |  |  |  |  |  |  |
Total capital ratio(1) | 13.7 |  |  | 13.4 |  |  | 12.8 |  |  |  |  |  |  |  |  |
Tangible common equity ratio | 6.7 |  |  | 5.9 |  |  | 6.3 |  |  |  |  |  |  |  |  |
Tier 1 leverage ratio(1) | 9.3 |  |  | 9.4 |  |  | 9.3 |  |  |  |  |  |  |  |  |
1) Current reporting-period regulatory capital ratios are preliminary.

Fourth quarter 2023

•The CET1 capital ratio is 10.6% as of December 31, 2023 compared with 10.4% at September 30, 2023 and 10.0% at December 31, 2022.
•Total capital ratio of 13.7% compares with 13.4% at September 30, 2023 and 12.8% as of December 31, 2022.
•Tangible common equity ratio of 6.7% compares with 5.9% at September 30, 2023 and 6.3% as of December 31, 2022.
•Tangible book value per common share of $30.91 increased 11% compared with third quarter 2023 primarily due to AOCI impacts.
•Citizens paid $198 million in common dividends to shareholders during fourth quarter 2023. This compares with $200 million in common dividends during third quarter 2023 and $208 million during fourth quarter 2022.
•Citizens did not repurchase common shares during fourth quarter 2023, compared with $250 million repurchased in third quarter 2023 and $150 million in fourth quarter 2022.
11

Citizens Financial Group, Inc.

Credit quality review |  |  |  |  |  |  |  | 4Q23 change from
($s in millions) |  | 4Q23 |  | 3Q23 |  | 4Q22 |  | 3Q23 |  | 4Q22
|  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | %
Nonaccrual loans and leases(1) |  | $ | 1,364 |  |  | $ | 1,296 |  |  | $ | 944 |  |  | $ | 68 |  |  | 5 | % |  | $ | 420 |  |  | 44 | %
90+ days past due and accruing(2) |  | 333 |  |  | 248 |  |  | 367 |  |  | 85 |  |  | 34 |  |  | (34) |  |  | (9)
Net charge-offs |  | 171 |  |  | 153 |  |  | 88 |  |  | 18 |  |  | 12 |  |  | 83 |  |  | 94 |
Provision for credit losses |  | 171 |  |  | 172 |  |  | 132 |  |  | (1) |  |  | (1) |  | 39 |  |  | 30
Allowance for credit losses |  | $ | 2,318 |  |  | $ | 2,318 |  |  | $ | 2,240 |  |  | $ | — |  |  | — | % |  | $ | 78 |  |  | 3 | %
Nonaccrual loans and leases to loans and leases |  | 0.93 | % |  | 0.87 | % |  | 0.60 | % |  | 6 | bps |  |  |  | 33 |  |  |
Net charge-offs as a % of total loans and leases |  | 0.46 |  |  | 0.40 |  |  | 0.22 |  |  | 6 |  |  |  |  | 24 |  |  |
Allowance for credit losses to loans and leases |  | 1.59 |  |  | 1.55 |  |  | 1.43 |  |  | 4 |  |  |  |  | 16 |  |  |
Allowance for credit losses to nonaccrual loans and leases |  | 170 | % |  | 179 | % |  | 237 | % |  | (9) | bps |  |  |  | (67) | 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 $243 million, $216 million, and $316 million of loans fully or partially guaranteed by the FHA, VA, and USDA for December 31, 2023, September 30, 2023, and December 31, 2022, respectively.

Fourth quarter 2023 | vs. | third quarter 2023

•The nonaccrual loans to total loans ratio of 0.93% compares with 0.87% at September 30, 2023. Nonaccrual loans of $1.4 billion increased $68 million, or 5%, reflecting a $59 million increase in Commercial, primarily driven by an increase in C&I and a modest increase in the General Office segment of commercial real estate.
•Trends in credit quality such as criticized loans appear to be broadly stabilizing.
•Net charge-offs of $171 million, or 46 basis points of average loans and leases, increased 6 basis points compared with the prior quarter given a $1 million decrease in commercial and a $19 million increase in retail, driven by seasonal impacts and the continued normalization of credit losses.
•The fourth quarter 2023 provision for credit losses of $171 million compares with $172 million for third quarter 2023. The allowance for credit losses remained stable as the ratio to total loans of 1.59% increased from 1.55% as of September 30, 2023, reflecting continued runoff of the Non-Core portfolio and balance sheet optimization actions in commercial.
•The allowance for credit losses to nonaccrual loans and leases ratio of 170% compares with 179% as of September 30, 2023.

Fourth quarter 2023 | vs. | fourth quarter 2022

•The nonaccrual loans to total loans ratio of 0.93% increased from 0.60% at December 31, 2022.
•Nonaccrual loans increased $420 million, or 44%, primarily reflecting an increase in the General Office segment of commercial real estate.
•Net charge-offs of 46 basis points of average loans and leases compares with 22 basis points in fourth quarter 2022.
•Net charge-offs of $171 million increased $83 million reflecting a $30 million increase in retail, primarily in education and other retail, and a $53 million increase in commercial driven by the General Office segment of commercial real estate.
•Provision for credit losses of $171 million compares with a $132 million provision in fourth quarter 2022.
•Allowance for credit losses of $2.3 billion increased $78 million compared with December 31, 2022. Allowance for credit losses ratio of 1.59% as of December 31, 2023, compares with 1.43% as of December 31, 2022.
•The allowance for credit losses to nonaccrual loans and leases ratio of 170% compares with 237% as of December 31, 2022.
12

Citizens Financial Group, Inc.
About Citizens Financial Group, Inc.
Citizens Financial Group, Inc. is one of the nation’s oldest and largest financial institutions, with $222.0 billion in assets as of December 31, 2023. 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 3,200 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.
13

Citizens Financial Group, Inc.
Non-GAAP Financial Measures and Reconciliations
Non-GAAP Financial Measures:
This document contains non-GAAP financial measures denoted as Underlying. 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.
14

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

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q23 Change |  |  |  |  |  | 2023 Change
|  | 4Q23 |  | 3Q23 |  |  |  |  |  | 4Q22 |  | 3Q23 |  | 4Q22 |  | 2023 |  | 2022 |  | 2022
|  |  |  |  |  |  |  |  |  |  |  | $ |  | % |  | $ |  | % |  |  |  |  |  | $ |  | %
Noninterest income, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest income (GAAP) |  | $500 |  |  | $492 |  |  |  |  |  |  | $505 |  |  | $8 |  |  | 2 | % |  | ($5) |  |  | (1 | %) |  | $1,983 |  |  | $2,009 |  |  | ($26) |  |  | (1 | %)
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (31) |  |  | 31 |  |  | 100 |
Noninterest income, Underlying (non-GAAP) |  | $500 |  |  | $492 |  |  |  |  |  |  | $505 |  |  | $8 |  |  | 2 | % |  | ($5) |  |  | (1 | %) |  | $1,983 |  |  | $2,040 |  |  | ($57) |  |  | (3 | %)
Total revenue, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) | A | $1,988 |  |  | $2,014 |  |  |  |  |  |  | $2,200 |  |  | ($26) |  |  | (1 | %) |  | ($212) |  |  | (10 | %) |  | $8,224 |  |  | $8,021 |  |  | $203 |  |  | 3 | %
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (31) |  |  | 31 |  |  | 100 |
Total revenue, Underlying (non-GAAP) | B | $1,988 |  |  | $2,014 |  |  |  |  |  |  | $2,200 |  |  | ($26) |  |  | (1 | %) |  | ($212) |  |  | (10 | %) |  | $8,224 |  |  | $8,052 |  |  | $172 |  |  | 2 | %
Noninterest expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense (GAAP) | C | $1,612 |  |  | $1,293 |  |  |  |  |  |  | $1,240 |  |  | $319 |  |  | 25 | % |  | $372 |  |  | 30 | % |  | $5,507 |  |  | $4,892 |  |  | $615 |  |  | 13 | %
Less: Notable items |  | 345 |  |  | 22 |  |  |  |  |  |  | 43 |  |  | 323 |  |  | NM |  | 302 |  |  | NM |  | 506 |  |  | 262 |  |  | 244 |  |  | 93 |
Noninterest expense, Underlying (non-GAAP) | D | $1,267 |  |  | $1,271 |  |  |  |  |  |  | $1,197 |  |  | ($4) |  |  | — | % |  | $70 |  |  | 6 | % |  | $5,001 |  |  | $4,630 |  |  | $371 |  |  | 8 | %
Pre-provision profit: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) | A | $1,988 |  |  | $2,014 |  |  |  |  |  |  | $2,200 |  |  | ($26) |  |  | (1 | %) |  | ($212) |  |  | (10 | %) |  | $8,224 |  |  | $8,021 |  |  | $203 |  |  | 3 | %
Less: Noninterest expense (GAAP) | C | 1,612 |  |  | 1,293 |  |  |  |  |  |  | 1,240 |  |  | 319 |  |  | 25 |  |  | 372 |  |  | 30 |  |  | 5,507 |  |  | 4,892 |  |  | 615 |  |  | 13 |
Pre-provision profit (GAAP) |  | $376 |  |  | $721 |  |  |  |  |  |  | $960 |  |  | ($345) |  |  | (48 | %) |  | ($584) |  |  | (61 | %) |  | $2,717 |  |  | $3,129 |  |  | ($412) |  |  | (13 | %)
Pre-provision profit, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue, Underlying (non-GAAP) | B | $1,988 |  |  | $2,014 |  |  |  |  |  |  | $2,200 |  |  | ($26) |  |  | (1 | %) |  | ($212) |  |  | (10 | %) |  | $8,224 |  |  | $8,052 |  |  | $172 |  |  | 2 | %
Less: Noninterest expense, Underlying (non-GAAP) | D | 1,267 |  |  | 1,271 |  |  |  |  |  |  | 1,197 |  |  | (4) |  |  | — |  |  | 70 |  |  | 6 |  |  | 5,001 |  |  | 4,630 |  |  | 371 |  |  | 8 |
Pre-provision profit, Underlying (non-GAAP) |  | $721 |  |  | $743 |  |  |  |  |  |  | $1,003 |  |  | ($22) |  |  | (3 | %) |  | ($282) |  |  | (28 | %) |  | $3,223 |  |  | $3,422 |  |  | ($199) |  |  | (6 | %)
Provision for credit losses, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Provision for credit losses (GAAP) |  | $171 |  |  | $172 |  |  |  |  |  |  | $132 |  |  | ($1) |  |  | (1%) |  | $39 |  |  | 30% |  | $687 |  |  | $474 |  |  | $213 |  |  | 45 | %
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  |  | 169 |  |  | (169) |  |  | (100) |
Provision for credit losses, Underlying (non-GAAP) |  | $171 |  |  | $172 |  |  |  |  |  |  | $132 |  |  | ($1) |  |  | (1%) |  | $39 |  |  | 30 | % |  | $687 |  |  | $305 |  |  | $382 |  |  | 125 | %
Income before income tax expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income before income tax expense (GAAP) | E | $205 |  |  | $549 |  |  |  |  |  |  | $828 |  |  | ($344) |  |  | (63 | %) |  | ($623) |  |  | (75 | %) |  | $2,030 |  |  | $2,655 |  |  | ($625) |  |  | (24 | %)
Less: Income (expense) before income tax expense (benefit) related to notable items |  | (345) |  |  | (22) |  |  |  |  |  |  | (43) |  |  | (323) |  |  | NM |  | (302) |  |  | NM |  | (506) |  |  | (462) |  |  | (44) |  |  | (10) |
Income before income tax expense, Underlying (non-GAAP) | F | $550 |  |  | $571 |  |  |  |  |  |  | $871 |  |  | ($21) |  |  | (4 | %) |  | ($321) |  |  | (37 | %) |  | $2,536 |  |  | $3,117 |  |  | ($581) |  |  | (19 | %)
Income tax expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income tax expense (GAAP) | G | $16 |  |  | $119 |  |  |  |  |  |  | $175 |  |  | ($103) |  |  | (87 | %) |  | ($159) |  |  | (91 | %) |  | $422 |  |  | $582 |  |  | ($160) |  |  | (27 | %)
Less: Income tax expense (benefit) related to notable items |  | (108) |  |  | (4) |  |  |  |  |  |  | (11) |  |  | (104) |  |  | NM |  | (97) |  |  | NM |  | (149) |  |  | (110) |  |  | (39) |  |  | (35) |
Income tax expense, Underlying (non-GAAP) | H | $124 |  |  | $123 |  |  |  |  |  |  | $186 |  |  | $1 |  |  | 1 | % |  | ($62) |  |  | (33 | %) |  | $571 |  |  | $692 |  |  | ($121) |  |  | (17 | %)
Net income, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income (GAAP) | I | $189 |  |  | $430 |  |  |  |  |  |  | $653 |  |  | ($241) |  |  | (56 | %) |  | ($464) |  |  | (71 | %) |  | $1,608 |  |  | $2,073 |  |  | ($465) |  |  | (22 | %)
Add: Notable items, net of income tax benefit |  | 237 |  |  | 18 |  |  |  |  |  |  | 32 |  |  | 219 |  |  | NM |  | 205 |  |  | NM |  | 357 |  |  | 352 |  |  | 5 |  |  | 1 |
Net income, Underlying (non-GAAP) | J | $426 |  |  | $448 |  |  |  |  |  |  | $685 |  |  | ($22) |  |  | (5 | %) |  | ($259) |  |  | (38 | %) |  | $1,965 |  |  | $2,425 |  |  | ($460) |  |  | (19 | %)
Net income available to common stockholders, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income available to common stockholders (GAAP) | K | $159 |  |  | $400 |  |  |  |  |  |  | $621 |  |  | ($241) |  |  | (60 | %) |  | ($462) |  |  | (74 | %) |  | $1,491 |  |  | $1,960 |  |  | ($469) |  |  | (24 | %)
Add: Notable items, net of income tax benefit |  | 237 |  |  | 18 |  |  |  |  |  |  | 32 |  |  | 219 |  |  | NM |  | 205 |  |  | NM |  | 357 |  |  | 352 |  |  | 5 |  |  | 1 |
Net income available to common stockholders, Underlying (non-GAAP) | L | $396 |  |  | $418 |  |  |  |  |  |  | $653 |  |  | ($22) |  |  | (5 | %) |  | ($257) |  |  | (39 | %) |  | $1,848 |  |  | $2,312 |  |  | ($464) |  |  | (20 | %)

15

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

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q23 Change |  |  |  |  |  | 2023 Change
|  | 4Q23 |  | 3Q23 |  |  |  |  |  | 4Q22 |  | 3Q23 |  | 4Q22 |  | 2023 |  | 2022 |  | 2022
|  |  |  |  |  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  | $/bps |  | %
Operating leverage: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) | A | $1,988 |  |  | $2,014 |  |  |  |  |  |  | $2,200 |  |  | ($26) |  |  | (1.39 | %) |  | ($212) |  |  | (9.70 | %) |  | $8,224 |  |  | $8,021 |  |  | $203 |  |  | 2.53 | %
Less: Noninterest expense (GAAP) | C | 1,612 |  |  | 1,293 |  |  |  |  |  |  | 1,240 |  |  | 319 |  |  | 24.60 |  |  | 372 |  |  | 30.00 |  |  | 5,507 |  |  | 4,892 |  |  | 615 |  |  | 12.58 |
Operating leverage |  |  |  |  |  |  |  |  |  |  |  |  |  | (25.99 | %) |  |  |  | (39.70 | %) |  |  |  |  |  |  |  | (10.05 | %)
Operating leverage, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue, Underlying (non-GAAP) | B | $1,988 |  |  | $2,014 |  |  |  |  |  |  | $2,200 |  |  | ($26) |  |  | (1.39 | %) |  | ($212) |  |  | (9.70 | %) |  | $8,224 |  |  | $8,052 |  |  | $172 |  |  | 2.13 | %
Less: Noninterest expense, Underlying (non-GAAP) | D | 1,267 |  |  | 1,271 |  |  |  |  |  |  | 1,197 |  |  | (4) |  |  | (0.30) |  |  | 70 |  |  | 5.82 |  |  | 5,001 |  |  | 4,630 |  |  | 371 |  |  | 8.00 |
Operating leverage, Underlying (non-GAAP) |  |  |  |  |  |  |  |  |  |  |  |  |  | (1.09 | %) |  |  |  | (15.52 | %) |  |  |  |  |  |  |  | (5.87 | %)
Efficiency ratio and efficiency ratio, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Efficiency ratio | C/A | 81.13 | % |  | 64.21 | % |  |  |  |  |  | 56.36 | % |  | 1,692 | bps |  |  |  | 2,477 | bps |  |  |  | 66.97 | % |  | 60.99 | % |  | 598 | bps |  |
Efficiency ratio, Underlying (non-GAAP) | D/B | 63.77 |  |  | 63.08 |  |  |  |  |  |  | 54.42 |  |  | 69 | bps |  |  |  | 935 | bps |  |  |  | 60.81 |  |  | 57.51 |  |  | 330 | bps |  |
Effective income tax rate and effective income tax rate, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Effective income tax rate | G/E | 7.59 | % |  | 21.51 | % |  |  |  |  |  | 21.16 | % |  | (1,392) | bps |  |  |  | (1,357) | bps |  |  |  | 20.76 | % |  | 21.93 | % |  | (117) | bps |  |
Effective income tax rate, Underlying (non-GAAP) | H/F | 22.25 |  |  | 21.69 |  |  |  |  |  |  | 21.37 |  |  | 56 | bps |  |  |  | 88 | bps |  |  |  | 22.48 |  |  | 22.19 |  |  | 29 | bps |  |
Return on average tangible common equity and return on average tangible common equity, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average common equity (GAAP) | M | $21,209 |  |  | $21,177 |  |  |  |  |  |  | $21,276 |  |  | $32 |  |  | — | % |  | ($67) |  |  | — | % |  | $21,592 |  |  | $21,724 |  |  | ($132) |  |  | (1 | %)
Less: Average goodwill (GAAP) |  | 8,188 |  |  | 8,188 |  |  |  |  |  |  | 8,171 |  |  | — |  |  | — |  |  | 17 |  |  | — |  |  | 8,184 |  |  | 7,872 |  |  | 312 |  |  | 4 |
Less: Average other intangibles (GAAP) |  | 163 |  |  | 173 |  |  |  |  |  |  | 199 |  |  | (10) |  |  | (6) |  |  | (36) |  |  | (18) |  | 177 |  |  | 181 |  |  | (4) |  |  | (2) |
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) |  | 421 |  |  | 422 |  |  |  |  |  |  | 424 |  |  | (1) |  |  | — |  |  | (3) |  |  | (1) |  |  | 422 |  |  | 413 |  |  | 9 |  |  | 2 |
Average tangible common equity | N | $13,279 |  |  | $13,238 |  |  |  |  |  |  | $13,330 |  |  | $41 |  |  | — | % |  | ($51) |  |  | — | % |  | $13,653 |  |  | $14,084 |  |  | ($431) |  |  | (3 | %)
Return on average tangible common equity | K/N | 4.72 | % |  | 12.00 | % |  |  |  |  |  | 18.46 | % |  | (728) | bps |  |  |  | (1,374) | bps |  |  |  | 10.92 | % |  | 13.91 | % |  | (299) | bps |  |
Return on average tangible common equity, Underlying (non-GAAP) | L/N | 11.84 |  |  | 12.51 |  |  |  |  |  |  | 19.40 |  |  | (67) | bps |  |  |  | (756) | bps |  |  |  | 13.53 |  |  | 16.41 |  |  | (288) | bps |  |
Return on average total tangible assets and return on average total tangible assets, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Average total assets (GAAP) | O | $223,653 |  |  | $220,162 |  |  |  |  |  |  | $224,970 |  |  | $3,491 |  | 2 | % |  | ($1,317) |  | (1 | %) |  | $222,221 |  |  | $215,061 |  |  | $7,160 |  |  | 3 | %
Less: Average goodwill (GAAP) |  | 8,188 |  |  | 8,188 |  |  |  |  |  |  | 8,171 |  |  | — |  |  | — |  |  | 17 |  |  | — |  |  | 8,184 |  |  | 7,872 |  |  | 312 |  |  | 4 |
Less: Average other intangibles (GAAP) |  | 163 |  |  | 173 |  |  |  |  |  |  | 199 |  |  | (10) |  |  | (6) |  |  | (36) |  |  | (18) |  | 177 |  |  | 181 |  |  | (4) |  |  | (2) |
Add: Average deferred tax liabilities related to goodwill and other intangible assets (GAAP) |  | 421 |  |  | 422 |  |  |  |  |  |  | 424 |  |  | (1) |  |  | — |  |  | (3) |  |  | (1) |  |  | 422 |  |  | 413 |  |  | 9 |  |  | 2 |
Average tangible assets | P | $215,723 |  |  | $212,223 |  |  |  |  |  |  | $217,024 |  |  | $3,500 |  |  | 2 | % |  | ($1,301) |  |  | (1 | %) |  | $214,282 |  |  | $207,421 |  |  | $6,861 |  |  | 3 | %
Return on average total tangible assets | I/P | 0.35 | % |  | 0.81 | % |  |  |  |  |  | 1.19 | % |  | (46) | bps |  |  |  | (84) | bps |  |  |  | 0.75 | % |  | 1.00 | % |  | (25) | bps |  |
Return on average total tangible assets, Underlying (non-GAAP) | J/P | 0.78 |  |  | 0.84 |  |  |  |  |  |  | 1.25 |  |  | (6) | bps |  |  |  | (47) | bps |  |  |  | 0.92 |  |  | 1.17 |  |  | (25) | bps |  |

16

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

|  | QUARTERLY TRENDS |  | FULL YEAR
|  |  |  |  |  |  |  |  |  |  |  | 4Q23 Change |  |  |  |  |  | 2023 Change
|  | 4Q23 |  | 3Q23 |  |  |  |  |  | 4Q22 |  | 3Q23 |  | 4Q22 |  | 2023 |  | 2022 |  | 2022
|  |  |  |  |  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  | $/bps |  | %
Tangible book value per common share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common shares - at period-end (GAAP) | Q | 466,418,055 |  |  | 466,221,795 |  |  |  |  |  |  | 492,282,158 |  |  | 196,260 |  |  | — | % |  | (25,864,103) |  |  | (5 | %) |  | 466,418,055 |  |  | 492,282,158 |  |  | (25,864,103) |  |  | (5 | %)
Common stockholders' equity (GAAP) |  | $22,329 |  |  | $20,864 |  |  |  |  |  |  | $21,676 |  |  | $1,465 |  |  | 7 |  |  | $653 |  |  | 3 |  |  | $22,329 |  |  | $21,676 |  |  | $653 |  |  | 3 |
Less: Goodwill (GAAP) |  | 8,188 |  |  | 8,188 |  |  |  |  |  |  | 8,173 |  |  | — |  |  | — |  |  | 15 |  |  | — |  |  | 8,188 |  |  | 8,173 |  |  | 15 |  |  | — |
Less: Other intangible assets (GAAP) |  | 157 |  |  | 167 |  |  |  |  |  |  | 197 |  |  | (10) |  |  | (6) |  |  | (40) |  |  | (20) |  | 157 |  |  | 197 |  |  | (40) |  |  | (20) |
Add: Deferred tax liabilities related to goodwill and other intangible assets (GAAP) |  | 433 |  |  | 421 |  |  |  |  |  |  | 422 |  |  | 12 |  |  | 3 |  |  | 11 |  |  | 3 |  |  | 433 |  |  | 422 |  |  | 11 |  |  | 3 |
Tangible common equity | R | $14,417 |  |  | $12,930 |  |  |  |  |  |  | $13,728 |  |  | $1,487 |  |  | 12 | % |  | $689 |  |  | 5 | % |  | $14,417 |  |  | $13,728 |  |  | $689 |  |  | 5 | %
Tangible book value per common share | R/Q | $30.91 |  |  | $27.73 |  |  |  |  |  |  | $27.88 |  |  | $3.18 |  |  | 11 | % |  | $3.03 |  |  | 11 | % |  | $30.91 |  |  | $27.88 |  |  | $3.03 |  |  | 11 | %
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) | S | 466,234,324 |  |  | 469,481,085 |  |  |  |  |  |  | 493,293,981 |  |  | (3,246,761) |  |  | (1 | %) |  | (27,059,657) |  |  | (5 | %) |  | 475,089,384 |  |  | 475,959,815 |  |  | (870,431) |  |  | — | %
Average common shares outstanding - diluted (GAAP) | T | 468,159,167 |  |  | 471,183,719 |  |  |  |  |  |  | 495,478,398 |  |  | (3,024,552) |  |  | (1) |  |  | (27,319,231) |  |  | (6) |  |  | 476,693,148 |  |  | 477,803,142 |  |  | (1,109,994) |  |  | — |
Net income per average common share - basic (GAAP) | K/S | $0.34 |  |  | $0.85 |  |  |  |  |  |  | $1.26 |  |  | ($0.51) |  |  | (60) |  |  | ($0.92) |  |  | (73) |  |  | $3.14 |  |  | $4.12 |  |  | ($0.98) |  |  | (24) |
Net income per average common share - diluted (GAAP) | K/T | 0.34 |  |  | 0.85 |  |  |  |  |  |  | 1.25 |  |  | (0.51) |  |  | (60) |  |  | (0.91) |  |  | (73) |  |  | 3.13 |  |  | 4.10 |  |  | (0.97) |  |  | (24) |
Net income per average common share - basic, Underlying (non-GAAP) | L/S | 0.85 |  |  | 0.89 |  |  |  |  |  |  | 1.32 |  |  | (0.04) |  |  | (4) |  |  | (0.47) |  |  | (36) |  |  | 3.89 |  |  | 4.86 |  |  | (0.97) |  |  | (20) |
Net income per average common share - diluted, Underlying (non-GAAP) | L/T | 0.85 |  |  | 0.89 |  |  |  |  |  |  | 1.32 |  |  | (0.04) |  |  | (4) |  |  | (0.47) |  |  | (36) |  |  | 3.88 |  |  | 4.84 |  |  | (0.96) |  |  | (20) |

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
|  |  |  |  |  |  |  |  |  |  |  | 4Q23 Change |  |  |  |  |  | 2023 Change
|  | 4Q23 |  | 3Q23 |  |  |  |  |  | 4Q22 |  | 3Q23 |  | 4Q22 |  | 2023 |  | 2022 |  | 2022
|  |  |  |  |  |  |  |  |  |  |  | $/bps |  | % |  | $/bps |  | % |  |  |  |  |  | $/bps |  | %
Other income, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other income (GAAP) |  | $20 |  |  | $18 |  |  |  |  |  |  | $36 |  |  | $2 |  |  | 11 |  | ($16) |  |  | (44%) |  | $78 |  |  | $82 |  |  | ($4) |  |  | (5 | %)
Less: Notable items |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | — |  |  | (31) |  |  | 31 |  |  | 100 |
Other income, Underlying (non-GAAP) |  | $20 |  |  | $18 |  |  |  |  |  |  | $36 |  |  | $2 |  |  | 11 |  |  | ($16) |  |  | (44 | %) |  | $78 |  |  | $113 |  |  | ($35) |  |  | (31 | %)
Salaries and employee benefits, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Salaries and employee benefits (GAAP) |  | $667 |  |  | $659 |  |  |  |  |  |  | $633 |  |  | $8 |  |  | 1 | % |  | $34 |  |  | 5 | % |  | $2,599 |  |  | $2,549 |  |  | $50 |  | — |  | 2 | %
Less: Notable items |  | 32 |  |  | 5 |  |  |  |  |  |  | 15 |  |  | 27 |  |  | NM |  | 17 |  |  | 113 |  |  | 67 |  |  | 110 |  |  | (43) |  |  | (39) |
Salaries and employee benefits, Underlying (non-GAAP) |  | $635 |  |  | $654 |  |  |  |  |  |  | $618 |  |  | ($19) |  |  | (3 | %) |  | $17 |  |  | 3 | % |  | $2,532 |  |  | $2,439 |  |  | $93 |  |  | 4 | %
Equipment and software, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Equipment and software (GAAP) |  | $215 |  |  | $191 |  |  |  |  |  |  | $170 |  |  | $24 |  |  | 13 | % |  | $45 |  |  | 26 | % |  | $756 |  |  | $648 |  |  | $108 |  |  | 17 | %
Less: Notable items |  | 37 |  |  | 6 |  |  |  |  |  |  | 2 |  |  | 31 |  |  | NM |  | 35 |  |  | NM |  | 51 |  |  | 10 |  |  | 41 |  |  | NM
Equipment and software, Underlying (non-GAAP) |  | $178 |  |  | $185 |  |  |  |  |  |  | $168 |  |  | ($7) |  |  | (4 | %) |  | $10 |  |  | 6 | % |  | $705 |  |  | $638 |  |  | $67 |  |  | 11 | %
Outside services, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Outside services (GAAP) |  | $174 |  |  | $160 |  |  |  |  |  |  | $170 |  |  | $14 |  |  | 9 | % |  | $4 |  |  | 2 | % |  | $687 |  |  | $700 |  |  | ($13) |  | — |  | (2 | %)
Less: Notable items |  | 13 |  |  | 7 |  |  |  |  |  |  | 17 |  |  | 6 |  |  | 86 |  |  | (4) |  |  | (24) |  | 68 |  |  | 113 |  |  | (45) |  |  | (40) |
Outside services, Underlying (non-GAAP) |  | $161 |  |  | $153 |  |  |  |  |  |  | $153 |  |  | $8 |  |  | 5 | % |  | $8 |  |  | 5 | % |  | $619 |  |  | $587 |  |  | $32 |  |  | 5 | %
Occupancy, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Occupancy (GAAP) |  | $125 |  |  | $107 |  |  |  |  |  |  | $110 |  |  | $18 |  |  | 17 | % |  | $15 |  |  | 14 | % |  | $492 |  |  | $410 |  |  | $82 |  |  | 20 | %
Less: Notable items |  | 20 |  |  | 2 |  |  |  |  |  |  | 2 |  |  | 18 |  |  | NM |  | 18 |  |  | NM |  | 70 |  |  | 5 |  |  | 65 |  |  | NM
Occupancy, Underlying (non-GAAP) |  | $105 |  |  | $105 |  |  |  |  |  |  | $108 |  |  | $— |  |  | — | % |  | ($3) |  |  | (3 | %) |  | $422 |  |  | $405 |  |  | $17 |  |  | 4 | %
Other operating expense, Underlying: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other operating expense (GAAP) |  | $431 |  |  | $176 |  |  |  |  |  |  | $157 |  |  | $255 |  |  | 145 | % |  | $274 |  |  | 175 | % |  | $973 |  |  | $585 |  |  | $388 |  | — |  | 66 | %
Less: Notable items |  | 243 |  |  | 2 |  |  |  |  |  |  | 7 |  |  | 241 |  |  | NM |  | 236 |  |  | NM |  | 250 |  |  | 24 |  |  | 226 |  |  | NM
Other operating expense, Underlying (non-GAAP) |  | $188 |  |  | $174 |  |  |  |  |  |  | $150 |  |  | $14 |  |  | 8 | % |  | $38 |  |  | 25 | % |  | $723 |  |  | $561 |  |  | $162 |  |  | 29 | %

18

Citizens Financial Group, Inc.
Non-GAAP measures and reconciliations - excluding the impact of Private Bank
(in millions, except ratio data)

|  | 4Q23 |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue, Underlying excluding Private Bank: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue (GAAP) |  | $1,988 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Less: Notable items |  | — |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Less: Private Bank Total revenue (GAAP) |  | 5 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total revenue, Underlying excluding Private Bank (non-GAAP) | A | $1,983 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense, Underlying excluding Private Bank: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense (GAAP) |  | $1,612 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Less: Notable items |  | 345 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense, Underlying (non-GAAP) | B | $1,267 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Private Bank Noninterest expense (GAAP) |  | $42 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Less: Private Bank Notable Items |  | 2 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense, Underlying Private Bank (non-GAAP) | C | $40 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Noninterest expense, Underlying excluding Private Bank (non-GAAP) | B-C | $1,227 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Efficiency ratio, Underlying excluding Private Bank: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Efficiency ratio, excluding Private Bank (non-GAAP) | (B-C)/A | 61.9 | % |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

19

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 the interest rate environment, supply chain disruptions, inflationary pressures and labor shortages, that adversely affect the general economy, housing prices, the job market, consumer confidence and spending habits;
•The general state of the economy and employment, as well as general business and economic conditions, and changes in the competitive environment;
•Our capital and liquidity requirements under regulatory standards and our ability to generate capital and liquidity on favorable terms;
•The effect of changes in our credit ratings on our cost of funding, access to capital markets, ability to market our securities, and overall liquidity position;
•The effect of changes in the level of commercial and consumer deposits on our funding costs and net interest margin;
•Our ability to implement our business strategy, including the cost savings and efficiency components, and achieve our financial performance goals, including the anticipated benefits of the Investors acquisition and HSBC transaction;
•The effects of geopolitical instability, including the wars in Ukraine and Israel, 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;
•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;
•Financial services reform and other current, pending or future legislation or regulation that could have a negative effect on our revenue and businesses;
•Environmental risks, such as physical or transition risks associated with climate change, and social and governance risks, 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, capital impacts of strategic initiatives, market conditions, and regulatory 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 I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 as filed with the Securities and Exchange Commission.
Note: Per share amounts and ratios presented in this document are calculated using whole dollars.
20