About Citizens Financial Group

Citizens Financial Group, Inc. provides a broad range of retail and commercial banking products and services to individuals, small businesses, middle-market companies, large corporations, and institutions. The company’s products and services are offered through various branches in 14 states and the District of Columbia and various retail and commercial non-branch offices, though certain lines of business serve national markets. The company’s primary federal regulator is the FRB. CBNA is the company’s banking subsidiary, whose primary federal regulator is the OCC. FRB or Federal Reserve refers to Board of Governors of the Federal Reserve System and, as applicable, Federal Reserve Bank(s). The company’s branch footprint is predominantly in the New England, the Mid-Atlantic and the Midwest regions, though certain lines of business serve national markets. Business Segments The company manages its business through two primary business segments: Consumer Banking and Commercial Banking. The company’s activities outside these segments are classified as Non-Core or Other. Non-Core includes the company’s indirect auto and certain purchased consumer loan portfolios that the company discontinued the origination of as part of the company’s recently announced balance sheet optimization strategy. Other includes treasury activities, wholesale funding, the securities portfolio, community development assets, and other unallocated assets. Consumer Banking Segment Consumer Banking serves consumer customers and small businesses with annual revenues of up to $25 million, with products and services that include deposits, mortgage and home equity lending, credit cards, small business loans, wealth management and investment services largely across the company’s 14-state traditional banking footprint. The company also offers education and point-of-sale finance loans in addition to select digital deposit products nationwide. Citizens Private Bank, launched during 2023, integrates wealth management and banking services to serve high net-worth individuals and families, as well as businesses. Consumer Banking operates a multi-channel distribution network with a workforce of approximately 5,300 branch colleagues, various branches, including in-store locations, and ATMs. The company’s network includes approximately 1,100 specialists covering lending, savings and investment needs, as well as a broad range of small business products and services. The company serves customers on a national basis through telephone service centers, as well as through the company’s online and mobile platforms where the company offers customers the convenience of depositing funds, paying bills and transferring money between accounts and from person to person, as well as a host of other everyday transactions. Commercial Banking Segment Commercial Banking primarily serves companies and institutions with annual revenues of $25 million to more than $3.0 billion and strives to be a trusted advisor to the company’s clients and preferred provider for their banking needs. The company 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 syndicated loans, corporate finance, mergers and acquisitions, and debt and equity capital markets capabilities. Commercial Banking is organized around client segments and their banking needs. Corporate Banking, Commercial Real Estate, Capital Markets and Advisory, and Treasury Solutions work together to understand client needs and provide comprehensive solutions to meet those needs. The company acquires new clients through a coordinated approach to the market, leveraging deep industry knowledge in specialized banking groups and a geographic coverage model. Corporate Banking serves commercial and industrial clients with annual gross revenues of $25 million to $500 million, and corporate clients with annual revenues of $500 million to more than $3.0 billion in the United States. In several areas, such as Aerospace, Defense and Government Services, Communications, Transportation and Logistics, Food and Restaurants, Human Capital Management, and Gaming, the company offers a more dedicated and tailored approach to better meet the unique needs of these client segments. Commercial Real Estate provides customized debt capital solutions for middle-market operators, institutional developers, investors, and REITs. Commercial Real Estate provides financing for projects primarily in the multi-family, office, industrial, retail, healthcare and hospitality sectors. Capital Markets and Advisory serves clients through key product groups, including Corporate Finance, Capital Markets, and Global Markets. Corporate Finance provides advisory services to middle-market and mid-corporate clients, including mergers and acquisitions and capital structure advice. The team works closely with industry-sector specialists within capital markets to advise the company’s clients. Corporate Finance also provides acquisition and follow-on financing for new and recapitalized portfolio companies of key sponsors, with services meeting the unique and time-sensitive needs of private equity firms, management companies and funds, and underwriting and portfolio management expertise for leveraged transactions and relationships. Capital Markets originates, structures and underwrites credit and equity facilities targeting middle-market, mid-corporate and private equity sponsors. They focus on offering value-added ideas to optimize their capital structures, including advising on and facilitating mergers and acquisitions, valuations, tender offers, financial restructurings, bond and equity underwriting, asset sales, divestitures and other corporate reorganizations and business combinations. Capital Markets also provides sales and trading across loan, fixed income and equity products, as well as other brokerage services, including equity research. Global Markets provides foreign exchange, interest rate and commodities risk management services. The Treasury Solutions product group supports Commercial Banking and certain small business clients with treasury management solutions, including domestic and international products and services related to receivables, payables, information reporting and liquidity management, as well as commercial credit cards and trade finance. Business Strategy The company strives to understand customer and client needs, so the company can tailor advice and solutions to help make them more successful. The company’s business strategy is designed to maximize the full potential of its businesses, drive sustainable growth and enhance profitability. The company’s strategies are to maintain a high-performing, customer-centric organization; develop differentiated value propositions to acquire, deepen, and retain core customer segments; build excellent capabilities designed to help the company stand out from competitors; operate a mindset of continuous improvement to self-fund investments; modernize the company’s technology and operational models to improve delivery, organizational agility and speed to market; and embed risk management within the company’s culture and operations. Loans and Leases As of December 31, 2023, the company’s loans and leases were commercial loans, such as commercial and industrial loans, commercial real estate loans, and commercial leases; and retail loans, such as residential mortgages loans, home equity loans, automobile loans, education loans, and other retail loans. Securities As of December 31, 2023, the company’s securities were U.S. treasury and other securities, state and political subdivisions, mortgage-backed securities (such as federal agencies and U.S. government sponsored entities and other/non-agency), and collateralized loan obligations. Deposits As of December 31, 2023, the company’s deposits included demand deposits; money market deposits; checking with interest; savings; and term deposits. Regulation and Supervision The company is subject to examinations by federal banking regulators, as well as the SEC, FINRA and various state insurance and securities regulators. The company is a bank holding company under the Bank Holding Company Act and have elected to be treated as a financial holding company under amendments to this Act as effected by Gramm-Leach-Bliley Act of 1999 (GLBA). As such, the company is subject to the supervision, examination and reporting requirements of the Bank Holding Company Act and the regulations of the FRB, including through the Federal Reserve Bank of Boston. Under the system of ‘functional regulation’ established under the Bank Holding Company Act, the FRB serves as the primary regulator of the company’s consolidated organization. The OCC serves as the primary regulator for CBNA, and the SEC and FINRA serve as the primary regulators of the company’s broker-dealer subsidiaries. In addition, CBNA is subject to regulation, supervision and examination by the CFPB with respect to consumer protection laws and regulations. Sections 23A and 23B of the Federal Reserve Act establish certain quantitative limits and other prudential requirements for loans, purchases of assets, and certain other transactions between a member bank or its subsidiaries and its affiliates. The term ‘member bank’ includes national banks, such as CBNA. Under sections 22(g) and (h) of the Federal Reserve Act and the FRB’s Regulation O, the company is also subject to quantitative restrictions on extensions of credit to executive officers, directors, principal stockholders and their related interests. The OCC also examines the company’s retail activities. The Dodd-Frank Act permits states to adopt stricter consumer protection laws and standards than those adopted at the federal level, and in certain circumstances allows state attorneys general to enforce compliance with both the state and federal laws and regulations on banks like the company. The privacy provisions of GLBA generally prohibit financial institutions, including the company, from disclosing nonpublic personal financial information of consumer customers to third parties for certain purposes unless customers have the opportunity to opt out of the disclosure. The CRA requires CBNA’s primary federal bank regulatory agency, the OCC, to evaluate the bank’s record in meeting the credit needs of the communities it serves, including low- and moderate-income neighborhoods and individuals. The company’s subsidiaries, Citizens Securities, Inc., and Citizens JMP Securities, LLC are registered broker-dealers with the SEC and subject to regulation and examination by the SEC as well as FINRA and other self-regulatory organizations. History The company was founded in 1828. It was formerly known as RBS Citizens Financial Group, Inc. and changed its name to Citizens Financial Group, Inc. in 2014. The company was incorporated under Delaware state law in 1984.