Part I [Business](index=6&type=section&id=Item%201.%20Business) Citizens Financial Group is a major US retail and commercial bank operating through Consumer and Commercial Banking segments, focusing on customer-centric strategies, technology modernization, and financial discipline - Citizens Financial Group, Inc. is a bank holding company headquartered in Providence, RI, with total assets of **$188.4 billion**, total deposits of **$154.4 billion**, and total stockholders' equity of **$23.4 billion** as of December 31, 2021[10](index=10&type=chunk) - The company operates through two primary business segments: Consumer Banking and Commercial Banking. Consumer Banking serves retail customers and small businesses, while Commercial Banking serves companies with annual revenues over **$25 million**[11](index=11&type=chunk)[12](index=12&type=chunk)[15](index=15&type=chunk) - The business strategy focuses on being a customer-centric organization, building excellent capabilities in areas like wealth and capital markets, operating with financial discipline through initiatives like the "TOP" programs, and modernizing technology with an agile operating model[16](index=16&type=chunk)[17](index=17&type=chunk) - The company faces intense competition from a wide range of financial institutions, including community banks, national banks, credit unions, and non-bank FinTech companies, competing on factors like interest rates, fees, customer service, and technology[20](index=20&type=chunk) - As of December 31, 2021, the company had **17,463** full-time equivalent employees. Human capital strategy emphasizes health and well-being, diversity, equity and inclusion (DE&I), fair compensation, and colleague development[21](index=21&type=chunk) - The company is subject to extensive regulation and supervision by federal and state authorities, including the FRB, OCC, and CFPB. As a Category IV firm under the Tailoring Rules, it is subject to specific prudential standards for capital, liquidity, and stress testing[31](index=31&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk) [Risk Factors](index=21&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including the ongoing COVID-19 impact, interest rate fluctuations, LIBOR transition, cybersecurity threats, regulatory changes, and challenges in integrating pending acquisitions - The COVID-19 pandemic continues to pose risks, potentially leading to higher provisions for credit losses, increased charge-offs, reduced net interest margin, and heightened operational and cybersecurity risks due to remote work[67](index=67&type=chunk)[68](index=68&type=chunk) - Changes in interest rates present a significant risk to net interest income, loan volume, and the value of mortgage servicing rights. The company's profitability is sensitive to shifts in monetary policy and economic conditions that are beyond its control[71](index=71&type=chunk)[72](index=72&type=chunk) - The planned discontinuation of LIBOR and transition to alternative benchmark rates could adversely affect the value of financial instruments, require renegotiation of contracts, and result in increased compliance, legal, and operational costs[73](index=73&type=chunk) - Cybersecurity risks have increased significantly due to new technologies and sophisticated external threats. A successful cyber-attack could lead to unauthorized release of confidential information, financial loss, and reputational damage[87](index=87&type=chunk)[89](index=89&type=chunk) - The company is subject to comprehensive regulation that could restrict its ability to implement strategic plans, expand its business, and make capital distributions. Failure to meet supervisory requirements could result in enforcement actions and penalties[99](index=99&type=chunk)[101](index=101&type=chunk) - The pending acquisition of Investors Bancorp and the recently closed HSBC branch acquisition present risks related to regulatory approvals, integration challenges, potential loss of key personnel and customers, and failure to realize anticipated benefits[115](index=115&type=chunk)[116](index=116&type=chunk)[117](index=117&type=chunk) [Unresolved Staff Comments](index=35&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - None[122](index=122&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) As of December 31, 2021, the company owns two principal operations centers in Rhode Island and leases seven others across various states, with subsidiaries owning 37 facilities and leasing an additional 1,123 - The company owns two principal operations centers in Johnston and East Providence, Rhode Island, and leases seven others in Massachusetts, Pennsylvania, Tennessee, Texas, and Virginia[123](index=123&type=chunk) - At year-end 2021, subsidiaries owned 37 facilities and leased an additional 1,123 facilities[123](index=123&type=chunk) [Legal Proceedings](index=35&type=section&id=Item%203.%20Legal%20Proceedings) Information regarding legal proceedings is incorporated by reference from Note 19 in Item 8 of the financial statements - Details on legal proceedings are provided in Note 19 of the Notes to Consolidated Financial Statements[124](index=124&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[125](index=125&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=35&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Citizens Financial Group's common stock trades on the NYSE as "CFG", with approximately 384,000 beneficial shareholders as of January 28, 2022, and the company repurchased approximately 4.2 million shares in Q4 2021 - The company's common stock (CFG) is traded on the New York Stock Exchange. As of January 28, 2022, there were nine holders of record and approximately **384,000** beneficial shareholders[127](index=127&type=chunk) Issuer Purchases of Equity Securities (Q4 2021) | Period | Total Number of Shares Repurchased | Weighted Average Price Paid Per Share | | :--- | :--- | :--- | | October 1 - 31, 2021 | — | — | | November 1 - 30, 2021 | 3,426,728 | $47.50 | | December 1 - 31, 2021 | 783,984 | $47.50 | - As of December 31, 2021, the maximum dollar amount of shares that may yet be purchased under the publicly announced plan is **$455,000,000**[130](index=130&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2021, Citizens Financial Group reported a **$2.3 billion** net income, a **119%** increase driven by reduced credit loss provisions, despite a **4%** revenue decrease due to lower mortgage banking fees 2021 Key Financial Highlights vs. 2020 | Metric | 2021 | 2020 | Change | | :--- | :--- | :--- | :--- | | Net Income | $2.3 billion | $1.1 billion | +119% | | Diluted EPS | $5.16 | $2.22 | +132% | | Total Revenue | $6.6 billion | $6.9 billion | -4% | | Net Interest Income | $4.5 billion | $4.6 billion | -2% | | Noninterest Income | $2.1 billion | $2.3 billion | -8% | | Provision for Credit Losses | ($411 million) benefit | $1.6 billion expense | NM | | Tangible Book Value per Share | $34.61 | $32.72 | +6% | - The significant increase in net income was primarily due to a **$411 million** credit provision benefit in 2021, compared to a **$1.6 billion** provision expense in 2020, reflecting improved economic conditions and strong credit performance[140](index=140&type=chunk)[151](index=151&type=chunk) - Net interest margin decreased by **17 basis points** to **2.71%**, reflecting a lower interest rate environment and elevated cash balances, though partially offset by improved funding mix and deposit pricing[138](index=138&type=chunk)[143](index=143&type=chunk) - The **8%** decline in noninterest income was driven by a **53%** decrease in mortgage banking fees, which was partially offset by a **71%** increase in capital markets fees[140](index=140&type=chunk)[147](index=147&type=chunk) - The company announced two key acquisitions: an agreement to acquire 80 East Coast branches from HSBC (closed Feb 2022) and a definitive agreement to acquire Investors Bancorp (expected to close in Q2 2022)[134](index=134&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=79&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section incorporates by reference the detailed disclosures about market risk presented in the "Market Risk" section of Item 7, Management's Discussion and Analysis - Quantitative and qualitative disclosures about market risk are presented in the "Market Risk" section of Item 7[261](index=261&type=chunk) [Financial Statements and Supplementary Data](index=80&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's consolidated financial statements for 2021, including balance sheets, statements of operations, and cash flows, along with auditor reports and detailed notes on accounting policies and credit losses Consolidated Balance Sheet Highlights (as of Dec 31) | (in millions) | 2021 | 2020 | | :--- | :--- | :--- | | **Total Assets** | **$188,409** | **$183,349** | | Net Loans and Leases | $126,405 | $120,647 | | Total Deposits | $154,361 | $147,164 | | **Total Liabilities** | **$164,989** | **$160,676** | | **Total Stockholders' Equity** | **$23,420** | **$22,673** | Consolidated Statement of Operations Highlights (Year Ended Dec 31) | (in millions) | 2021 | 2020 | | :--- | :--- | :--- | | Net Interest Income | $4,512 | $4,586 | | Provision for Credit Losses | ($411) | $1,616 | | Noninterest Income | $2,135 | $2,319 | | Noninterest Expense | $4,081 | $3,991 | | **Net Income** | **$2,319** | **$1,057** | - The independent auditor, Deloitte & Touche LLP, issued an unqualified opinion on the consolidated financial statements and on the effectiveness of the company's internal control over financial reporting as of December 31, 2021[269](index=269&type=chunk)[270](index=270&type=chunk) - The Allowance for Credit Losses (ACL) decreased from **$2.7 billion** at year-end 2020 to **$1.9 billion** at year-end 2021, reflecting a reserve release of **$736 million** due to an improved macroeconomic outlook and strong credit performance[166](index=166&type=chunk)[213](index=213&type=chunk)[330](index=330&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=151&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[482](index=482&type=chunk) [Controls and Procedures](index=151&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of December 31, 2021, with no material changes to internal control over financial reporting during the period - Based on an evaluation as of the end of the period, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[482](index=482&type=chunk) - No changes in internal control over financial reporting occurred during the period that materially affected, or are reasonably likely to materially affect, these controls[482](index=482&type=chunk) [Other Information](index=151&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[483](index=483&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=151&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item concerning directors, executive officers, and corporate governance is incorporated by reference from the company's 2022 Proxy Statement - Information is incorporated by reference from the 2022 Proxy Statement[486](index=486&type=chunk) [Executive Compensation](index=152&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item concerning executive compensation is incorporated by reference from the company's 2022 Proxy Statement - Information is incorporated by reference from the 2022 Proxy Statement[487](index=487&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=152&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference from the 2022 Proxy Statement, detailing approximately **3.5 million** securities to be issued and **49.5 million** available under equity compensation plans Equity Compensation Plan Information (as of Dec 31, 2021) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights () | Number of securities remaining available (excluding securities reflected in first column) () | | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 3,462,593 | 49,459,410 | | Total | 3,462,593 | 49,459,410 | [Certain Relationships and Related Transactions, and Director Independence](index=152&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item concerning related party transactions and director independence is incorporated by reference from the company's 2022 Proxy Statement - Information is incorporated by reference from the 2022 Proxy Statement[489](index=489&type=chunk) [Principal Accountant Fees and Services](index=152&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item concerning principal accountant fees and services is incorporated by reference from the company's 2022 Proxy Statement - Information is incorporated by reference from the 2022 Proxy Statement[490](index=490&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=152&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed with the Form 10-K, including the merger agreement with Investors Bancorp and CEO/CFO certifications - The report includes the Consolidated Financial Statements and Notes to Consolidated Financial Statements for the years ended December 31, 2021, 2020, and 2019[492](index=492&type=chunk)[493](index=493&type=chunk) - Key exhibits filed with the report include the Agreement and Plan of Merger with Investors Bancorp, Inc., the company's Restated Certificate of Incorporation and Bylaws, and various management compensation plans and agreements[495](index=495&type=chunk)[496](index=496&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included as exhibits[498](index=498&type=chunk) [Form 10-K Summary](index=156&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[498](index=498&type=chunk)

Citizens Financial Group, Inc. (NYSE:CFG) Q4 2021 Earnings Conference Call January 19, 2022 8:00 AM ET Company Participants Kristin Silberberg - EVP, IR Bruce Van Saun - Chairman and CEO John Woods - Vice Chairman and CFO Don McCree - Head, Commercial Banking Brendan Coughlin - Head, Consumer Banking Conference Call Participants Peter Winter - Wedbush Securities, Inc. Ken Usdin - Jefferies John Pancari - Evercore ISI Gerard Cassidy - RBC Terry McEvoy - Stephens, Inc. Operator Good morning, everyone, and wel ...

4Q21 and 2021 Financial Results January 19, 2022 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends as well as the potential effects of the COVID-19 disruption on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement that does not de ...

Part I. Financial Information [Financial Statements](index=50&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited interim consolidated financial statements for the period ended September 30, 2021, including core financial statements and detailed notes [Notes to the Consolidated Financial Statements](index=57&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements%20%28unaudited%29) The notes detail accounting policies and financial data, highlighting strategic acquisitions and key financial methodologies - The company announced several strategic acquisitions in 2021: - **HSBC Branches:** Agreement to acquire 80 East Coast branches and the national online deposit business from HSBC, expected to close in Q1 2022[172](index=172&type=chunk) - **Investors Bancorp, Inc.:** Definitive agreement to acquire Investors in a stock and cash deal, expected to close in early Q2 2022[172](index=172&type=chunk) - **JMP Group LLC:** Definitive agreement for an all-cash acquisition to strengthen corporate finance capabilities, targeted to close in mid-Q4 2021[172](index=172&type=chunk) - **Willamette Management Associates:** Completed the acquisition on September 1, 2021, adding an estimated **$15 million** to goodwill[171](index=171&type=chunk) - The Allowance for Credit Losses (ACL) decreased from **$2.7 billion** at year-end 2020 to **$2.0 billion** as of September 30, 2021. This was driven by a credit provision benefit of **$386 million** and net charge-offs of **$280 million**, reflecting strong credit performance and an improved macroeconomic outlook[186](index=186&type=chunk) - During the nine months ended September 30, 2021, the company repurchased **$95 million** of its common stock and completed several capital actions, including issuing **$300 million** of Series G Preferred Stock and redeeming all outstanding Series A Preferred Stock[231](index=231&type=chunk)[232](index=232&type=chunk)[237](index=237&type=chunk) Key Financial Position Data (as of Sept 30, 2021 vs. Dec 31, 2020) | Metric | Sept 30, 2021 (in millions) | Dec 31, 2020 (in millions) | | :--- | :--- | :--- | | **Total Assets** | $187,007 | $183,349 | | Net Loans and Leases | $121,463 | $120,647 | | Total Deposits | $152,221 | $147,164 | | **Total Liabilities** | $163,584 | $160,676 | | **Total Stockholders' Equity** | $23,423 | $22,673 | Key Operating Results (Nine Months Ended Sept 30, 2021 vs. 2020) | Metric | Nine Months 2021 (in millions) | Nine Months 2020 (in millions) | | :--- | :--- | :--- | | Net Interest Income | $3,386 | $3,457 | | Provision for Credit Losses | ($386) | $1,492 | | Total Noninterest Income | $1,541 | $1,741 | | **Net Income** | **$1.8B** | **$601M** | | **Diluted EPS** | **$3.99** | **$1.23** | [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=6&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes the company's financial performance and condition for Q3 and the first nine months of 2021, including income, balance sheet, and strategic developments [Introduction](index=8&type=section&id=Introduction) Citizens Financial Group, a major U.S. financial institution with $187.0 billion in assets, is expanding its footprint and capabilities through strategic acquisitions - As of September 30, 2021, Citizens Financial Group, Inc. had total assets of **$187.0 billion**[16](index=16&type=chunk) - The company announced four key strategic transactions in 2021: - **HSBC Branches:** Acquisition of 80 East Coast branches and the national online deposit business, expected to add approximately **$8.4 billion** in deposits and **$1.9 billion** in loans[16](index=16&type=chunk) - **Investors Bancorp, Inc.:** Acquisition of Investors, which will add **$27.3 billion** in assets and 154 branches in the greater New York City and Philadelphia metro areas[16](index=16&type=chunk) - **Willamette Management Associates:** Acquisition completed on September 1, 2021, strengthening corporate financial advisory capabilities[17](index=17&type=chunk) - **JMP Group LLC:** All-cash acquisition to further bolster corporate finance and strategic advisory capabilities, valued at approximately **$149 million**[17](index=17&type=chunk) [Financial Performance](index=10&type=section&id=Financial%20Performance) Q3 2021 net income significantly increased due to a credit provision benefit, reflecting improved financial performance over the prior year Q3 2021 vs. Q3 2020 Performance | Metric | Q3 2021 | Q3 2020 | | :--- | :--- | :--- | | Net Income | $530M | $314M | | Diluted EPS | $1.18 | $0.68 | | Underlying Net Income (Non-GAAP) | $546M | $338M | | Underlying EPS (Non-GAAP) | $1.22 | $0.73 | | ROTCE | 13.7% | 8.3% | | Underlying ROTCE (Non-GAAP) | 14.2% | 9.0% | - The significant increase in Q3 2021 net income was primarily driven by a credit provision benefit of **$33 million**, compared to a **$428 million** provision expense in Q3 2020, reflecting improved credit performance and a better macroeconomic outlook[27](index=27&type=chunk) Nine Months 2021 vs. Nine Months 2020 Performance | Metric | Nine Months 2021 | Nine Months 2020 | | :--- | :--- | :--- | | Net Income | $1.8B | $601M | | Diluted EPS | $3.99 | $1.23 | | ROTCE | 16.1% | 5.1% | | Tangible Book Value per Share | $34.44 | $32.24 (as of 9/30/20) | [Results of Operations](index=15&type=section&id=Results%20of%20Operations) Q3 2021 saw a slight increase in net interest income, a decline in noninterest income, stable expenses, and a significant credit provision benefit [Net Interest Income](index=15&type=section&id=Net%20Interest%20Income) Q3 2021 net interest income increased slightly year-over-year, though net interest margin declined due to elevated cash and lower rates Net Interest Income and Margin (FTE) - Quarterly Trend | Quarter | Net Interest Income (in millions) | Net Interest Margin (FTE) | | :--- | :--- | :--- | | 3Q20 | $1,137 | 2.83% | | 4Q20 | $1,117 | 2.75% | | 1Q21 | $1,124 | 2.76% | | 2Q21 | $1,129 | 2.72% | | 3Q21 | $1,145 | 2.72% | - Average deposits increased by **$10.5 billion** (**7%**) YoY, driven by growth in demand deposits, money market accounts, and savings, while term deposits decreased[44](index=44&type=chunk) - Average loans and leases decreased by **$2.3 billion** (**2%**) YoY, driven by a **$5.2 billion** decrease in commercial loans (including a **$1.9 billion** decrease in PPP loans), partially offset by a **$2.9 billion** increase in retail loans[24](index=24&type=chunk) [Noninterest Income](index=19&type=section&id=Noninterest%20Income) Noninterest income in Q3 2021 decreased significantly, primarily due to lower mortgage banking fees, partially offset by other fee income growth Noninterest Income Breakdown (Q3 2021 vs Q3 2020) | Category | Q3 2021 (in millions) | Q3 2020 (in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Mortgage banking fees | $108 | $287 | (62%) | | Service charges and fees | $110 | $97 | 13% | | Capital markets fees | $72 | $58 | 24% | | Card fees | $66 | $57 | 16% | | Trust and investment services fees | $61 | $53 | 15% | | **Total Noninterest Income** | **$514** | **$654** | **(21%)** | - The decrease in mortgage banking fees was driven by lower gain-on-sale margins and production volumes[49](index=49&type=chunk) - Capital markets fees increased due to higher loan syndication and M&A advisory fees[49](index=49&type=chunk) [Noninterest Expense](index=20&type=section&id=Noninterest%20Expense) Noninterest expense in Q3 2021 saw a slight increase, driven by higher salaries and operating costs Noninterest Expense Breakdown (Q3 2021 vs Q3 2020) | Category | Q3 2021 (in millions) | Q3 2020 (in millions) | Change (%) | | :--- | :--- | :--- | :--- | | Salaries and employee benefits | $509 | $524 | (3%) | | Equipment and software | $157 | $149 | 5% | | Outside services | $144 | $139 | 4% | | Other operating expense | $124 | $95 | 31% | | **Total Noninterest Expense** | **$1,011** | **$988** | **2%** | - On an Underlying (non-GAAP) basis, noninterest expense increased **3%** YoY, driven by higher salaries (revenue-based compensation and merit), outside services (growth initiatives), and other operating expenses (travel and advertising)[52](index=52&type=chunk)[54](index=54&type=chunk) [Provision for Credit Losses](index=21&type=section&id=Provision%20for%20Credit%20Losses) A credit provision benefit was recorded in Q3 2021, a significant reversal from the prior year, reflecting improved credit performance and outlook Provision for Credit Losses | Period | Provision for Credit Losses (in millions) | | :--- | :--- | | Q3 2021 | ($33) | | Q3 2020 | $428 | | Nine Months 2021 | ($386) | | Nine Months 2020 | $1,492 | - The provision benefit in 2021 is attributed to strong credit performance and an improving macroeconomic outlook, whereas the 2020 expense was driven by the adverse impacts of the COVID-19 pandemic[56](index=56&type=chunk) [Business Operating Segments](index=22&type=section&id=Business%20Operating%20Segments) Consumer Banking's net income decreased in Q3 2021, while Commercial Banking's net income grew significantly due to reduced net charge-offs Consumer Banking Selected Financials (Q3 2021 vs Q3 2020) | Metric (in millions) | Q3 2021 | Q3 2020 | | :--- | :--- | :--- | | Net Interest Income | $919 | $845 | | Noninterest Income | $315 | $495 | | Net Charge-offs | $35 | $55 | | **Net Income** | **$336** | **$407** | Commercial Banking Selected Financials (Q3 2021 vs Q3 2020) | Metric (in millions) | Q3 2021 | Q3 2020 | | :--- | :--- | :--- | | Net Interest Income | $428 | $421 | | Noninterest Income | $168 | $144 | | Net Charge-offs | $15 | $161 | | **Net Income** | **$274** | **$153** | - Commercial Banking net charge-offs decreased by **$146 million** YoY, reflecting stabilization from the effects of the COVID-19 pandemic[61](index=61&type=chunk) [Analysis of Financial Condition](index=25&type=section&id=Analysis%20of%20Financial%20Condition) As of September 30, 2021, total assets were $187.0 billion, with stable loans, improved asset quality, growing deposits, and strong capital [Loans and Leases](index=26&type=section&id=Loans%20and%20Leases) Total loans and leases remained stable, with retail growth offsetting a commercial decline driven by payoffs and reduced PPP loans Composition of Loans and Leases (in millions) | Portfolio | Sept 30, 2021 | Dec 31, 2020 | Change | | :--- | :--- | :--- | :--- | | Total Commercial | $57,955 | $60,793 | ($2,838) | | Total Retail | $65,363 | $62,297 | $3,066 | | **Total Loans and Leases** | **$123,318** | **$123,090** | **$228** | - The commercial loan decrease was driven by payoffs and a reduction in PPP loans from **$4.2 billion** to **$1.9 billion**[69](index=69&type=chunk) - The retail loan increase was driven by growth in residential mortgages (**+10%**), automobile (**+11%**), and education (**+6%**)[69](index=69&type=chunk) [Allowance for Credit Losses and Nonaccrual Loans and Leases](index=26&type=section&id=Allowance%20for%20Credit%20Losses%20and%20Nonaccrual%20Loans%20and%20Leases) Asset quality significantly improved, with the Allowance for Credit Losses decreasing and nonaccrual loans falling due to strong credit performance ACL and NPL Ratios | Metric | Sept 30, 2021 | Dec 31, 2020 | | :--- | :--- | :--- | | Allowance for Credit Losses (ACL) | $2,004M | $2,670M | | ACL to Loans and Leases | 1.63% | 2.17% | | Nonaccrual Loans and Leases (NPLs) | $747M | $1,019M | | NPLs to Loans and Leases | 0.61% | 0.83% | Net Charge-offs (NCOs) | Period | Total NCOs (in millions) | NCO Ratio (annualized) | | :--- | :--- | :--- | | Q3 2021 | $44 | 0.14% | | Q3 2020 | $219 | 0.70% | | Nine Months 2021 | $280 | 0.30% | | Nine Months 2020 | $503 | 0.54% | - Total commercial criticized balances decreased by **$565 million** to **$4.1 billion** from year-end 2020[78](index=78&type=chunk) [Capital and Regulatory Matters](index=33&type=section&id=Capital%20and%20Regulatory%20Matters) The company maintained strong capital ratios well above regulatory minimums, with the CET1 ratio increasing due to strong earnings Regulatory Capital Ratios | Ratio | Sept 30, 2021 | Dec 31, 2020 | Required Minimum + SCB | | :--- | :--- | :--- | :--- | | CET1 Capital Ratio | 10.3% | 10.0% | 7.9% | | Tier 1 Capital Ratio | 11.6% | 11.3% | 9.4% | | Total Capital Ratio | 13.4% | 13.4% | 11.4% | | Tier 1 Leverage Ratio | 9.7% | 9.4% | 4.0% | - The company's Stress Capital Buffer (SCB) was unchanged at **3.4%** for the period from October 1, 2021, through September 30, 2022[94](index=94&type=chunk) - The company temporarily suspended share repurchases due to the pending acquisition of Investors but is poised to resume them after the shareholder vote. **$655 million** remains available under the current repurchase authorization[95](index=95&type=chunk) [Liquidity](index=37&type=section&id=Liquidity) The company maintains a robust liquidity position, primarily funded by stable deposits, with significant available liquidity - Total available liquidity was approximately **$76.1 billion** as of September 30, 2021[121](index=121&type=chunk) - Key liquidity metrics as of September 30, 2021: - Loan-to-deposit ratio: **81.0%** - Cash at Federal Reserve: **$12.5 billion** - Contingent liquidity: **$48.7 billion** - Available discount window capacity: **$27.4 billion**[121](index=121&type=chunk) Credit Ratings (as of Sept 30, 2021) | Entity | Moody's (Long-term) | S&P (Long-term) | Fitch (Long-term) | | :--- | :--- | :--- | :--- | | Citizens Financial Group, Inc. | NR | BBB+ | BBB+ | | Citizens Bank, N.A. | Baa1 | A- | BBB+ | [Critical Accounting Estimates](index=41&type=section&id=Critical%20Accounting%20Estimates) The Allowance for Credit Losses (ACL) is a critical accounting estimate, determined using an economic forecast reflecting an improved outlook - The ACL determination for Q3 2021 used an economic forecast with **~5.8%** real GDP growth and an unemployment rate between **5.3%** and **6.3%** for 2021[123](index=123&type=chunk) - A sensitivity analysis under a more pessimistic scenario (slower recovery, higher unemployment) would result in a quantitative lifetime loss estimate approximately **1.2x** the modeled period-end ACL, an increase of about **$230 million**, before qualitative adjustments[123](index=123&type=chunk) - Management continues to apply qualitative judgment to adjust reserves, particularly for commercial sectors most impacted by the pandemic, such as CRE retail, office, hospitality, and casual dining[123](index=123&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=89&type=page&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is primarily exposed to non-trading interest rate risk, with an asset-sensitive balance sheet, and actively manages this risk using derivatives Sensitivity of Net Interest Income to Interest Rate Changes | Rate Change Scenario (Instantaneous) | Estimated % Change in NII (over 12 months) | | :--- | :--- | | +200 bps | 20.8% | | +100 bps | 10.9% | | -25 bps | (2.4%) | - The company is actively managing the transition away from LIBOR, with plans to stop entering new U.S. Dollar LIBOR contracts by the end of 2021 and remediate legacy contracts by mid-2023[135](index=135&type=chunk) - Market risk from MSRs is economically hedged using freestanding derivatives. As of September 30, 2021, the fair value of MSRs was **$978 million**, with related derivative hedges having a notional amount of **$15.4 billion**[137](index=137&type=chunk) [Controls and Procedures](index=89&type=page&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of September 30, 2021, ensuring timely and accurate SEC reporting - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by the report[265](index=265&type=chunk) Part II. Other Information [Legal Proceedings](index=90&type=page&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal and regulatory proceedings, with no material adverse effect on financial statements expected - The company is involved in legal proceedings and regulatory matters typical for its business. Based on current information and established reserves, management does not expect a materially adverse effect on its financial condition[245](index=245&type=chunk)[268](index=268&type=chunk) [Risk Factors](index=90&type=page&id=Item%201A.%20Risk%20Factors) No new risk factors are disclosed in this report, with reference made to previously described risks in prior SEC filings - The report directs readers to consider the risks described in the Company's 2020 Form 10-K and the Q2 2021 Form 10-Q[269](index=269&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=90&type=page&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[270](index=270&type=chunk) [Exhibits](index=90&type=page&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including key agreements and required certifications - Key exhibits filed include the merger agreement with Investors Bancorp, Inc., and CEO/CFO certifications pursuant to Sarbanes-Oxley Sections 302 and 906[271](index=271&type=chunk)

3Q21 Financial Results October 20, 2021 Forward-looking statements and use of non-GAAP financial measures This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends as well as the potential effects of the COVID-19 pandemic and associated lockdowns on our business, operations, financial performance and prospects, are forward-looking statements. Also, any statement th ...

Citizens Financial Group, Inc. (NYSE:CFG) Q3 2021 Results Conference Call October 20, 2021 9:00 AM ET Company Participants Kristin Silberberg - EVP, IR Bruce Van Saun - Chairman and CEO John Woods - Vice Chairman and CFO Don McCree - Head, Commercial Banking Brendan Coughlin - Head, Consumer Banking Conference Call Participants Scott Siefers - Piper Sandler Matt O'Connor - Deutsche Bank Gerard Cassidy - RBC Ken Usdin - Jefferies John Pancari - Evercore ISI Ebrahim Poonawala - Bank of America Vivek Juneja - ...

Barclays Global Financial Services Conference September 14, 2021 Bruce Van Saun Chairman, Chief Executive Officer Forward-looking statements and use of non-GAAP financial measures FORWARD-LOOKING STATEMENTS This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements regarding potential future share repurchases and future dividends as well as the potential effects of the COVID-19 pandemic and associated lockdowns on our business, op ...

Introduction to JMP Group LLC July 2021 Disclosures Forward-Looking Statements This presentation, as well as any accompanying comments by JMP Group representatives, contains forward-looking statements that reflect JMP Group's current views with respect to, among other things, the company's operations and financial performance, as well as potential increases in dividends and retained earnings as a result of the proposed reorganization transaction discussed herein. You can identify these forward-looking state ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From (Not Applicable) Commission File Number 001-36636 (Exact name of the registrant as specified in its charter) | --- | --- | --- | --- | |------------------------------------- ...

Citizens Financial Group, Inc. (NYSE:CFG) Q2 2021 Earnings Conference Call July 20, 2021 9:00 AM ET Company Participants Kristin Silberberg - EVP, IR Bruce Van Saun - Chairman and CEO John Woods - Vice Chairman and CFO Brendan Coughlin - Head, Consumer Banking Don McCree - Head, Commercial Banking Conference Call Participants Ken Zerbe - Morgan Stanley Matt O'Connor - Deutsche Bank Ken Usdin - Jefferies David George - Baird John Pancari - Evercore ISI Peter Winter - Wedbush Securities Gerard Cassidy - RBC D ...