GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

NOTE 7 - GOODWILL AND INTANGIBLE ASSETS

Goodwill is the purchase premium associated with the acquisition of a business and is assigned to the Company’s reporting units at the acquisition date. A reporting unit is a business operating segment or a component of a business operating segment. Citizens has identified and assigned goodwill to two reporting units - Consumer Banking and Commercial Banking - based upon reviews of the structure of the Company’s executive team and supporting functions, resource allocations and financial reporting processes. Once goodwill has been assigned to reporting units, it no longer retains its association with a particular acquisition, and all of the activities within a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill. For additional information on goodwill see Note 26 in the Company’s 2021 Form 10-K.

Changes in the carrying value of goodwill for the six months ended June 30, 2022 are presented below.

(in millions)	Consumer Banking	Commercial Banking	Total
Balance at December 31, 2021	$2,258	$4,858	$7,116
Business acquisitions	319	646	965
Balance at June 30, 2022	$2,577	$5,504	$8,081

Goodwill increased during the six months ended June 30, 2022 primarily as a result of the Investors and DH Capital acquisitions and the HSBC transaction. Goodwill for the Investors acquisition was allocated between the Consumer and Commercial segments, and goodwill for the DH Capital acquisition was allocated to the Commercial segment. Both allocations are preliminary and subject to change. Goodwill for the HSBC transaction was allocated to the Consumer segment and is considered final. For additional information regarding the Investors and DH Capital acquisitions and the HSBC transaction see Note 2.

A summary of the carrying value of intangible assets is presented below.

		June 30, 2022			December 31, 2021
(in millions)	Amortizable Lives (years)	Gross(1)	Accumulated Amortization	Net	Gross	Accumulated Amortization	Net
Core deposits	10	$144	$7	$137	$—	$—	$—
Acquired technology	5 - 7	21	15	6	21	11	10
Acquired relationships	2 - 15	53	17	36	53	14	39
Naming rights	5 - 10	31	5	26	10	3	7
Other	2 - 7	12	6	6	13	5	8
Total		$261	$50	$211	$97	$33	$64

(1) Includes $97 million and $47 million of core deposits from the Investors acquisition and the HSBC transaction, respectively, and $22 million of naming rights from the Investors acquisition.

Intangible assets from the Investors acquisition and the HSBC transaction, consisting of core deposits and naming rights, are the primary driver of the increase in intangible assets during the six months ended June 30, 2022.

As of June 30, 2022, all of the Company’s intangible assets are being amortized. Amortization expense recognized on intangible assets was $12 million and $17 million for the three and six months ended June 30, 2022, respectively, and $2 million and $5 million for the three and six months ended June 30, 2021, respectively. The Company’s projection of amortization expense is based on balances as of June 30, 2022, including estimated amounts related to the Investors and DH Capital acquisitions. Future amortization expense may vary from these projections.

Estimated intangible asset amortization expense for the remainder of 2022 and the next five years is as follows:

(in millions)	Total
2022	$24
2023	40
2024	34
2025	31
2026	26
2027	21