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ACQUISITIONS (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of business acquisitions by acquisition, equity interest issued or issuable
The following table includes a preliminary allocation of the consideration paid for the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Investors:
(in millions, except share and per share data)April 6, 2022
Consideration
CFG common shares issued72,148,855 
CFG share price on April 6, 2022
$42.08 
Fair value of consideration for outstanding common stock$3,036 
Cash paid355 
Consideration related to equity awards19 
Fair value of merger consideration3,410 
Assets acquired
Cash and equivalents287 
Investment securities3,826 
Loans held for sale2,162 
Net loans and leases20,139 
Premises and equipment62 
Core deposit intangible and other intangible assets119 
Other assets924 
Total assets acquired27,519 
Liabilities assumed
Deposits20,217 
Borrowed funds4,097 
Other liabilities668 
Total liabilities assumed24,982 
Less: Net assets2,537 
Goodwill$873 
Schedule of recognized identified assets acquired and liabilities assumed
The following table includes a preliminary allocation of the consideration paid for the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from Investors:
(in millions, except share and per share data)April 6, 2022
Consideration
CFG common shares issued72,148,855 
CFG share price on April 6, 2022
$42.08 
Fair value of consideration for outstanding common stock$3,036 
Cash paid355 
Consideration related to equity awards19 
Fair value of merger consideration3,410 
Assets acquired
Cash and equivalents287 
Investment securities3,826 
Loans held for sale2,162 
Net loans and leases20,139 
Premises and equipment62 
Core deposit intangible and other intangible assets119 
Other assets924 
Total assets acquired27,519 
Liabilities assumed
Deposits20,217 
Borrowed funds4,097 
Other liabilities668 
Total liabilities assumed24,982 
Less: Net assets2,537 
Goodwill$873 
Schedule of business acquisition
The following table includes the fair value and unpaid principal balance of the loans acquired from Investors:
April 6, 2022
(in millions)Unpaid Principal BalanceFair Value
Commercial and industrial$3,021 $2,899 
Commercial real estate13,310 13,065 
Leases
Total commercial16,340 15,973 
Residential mortgages3,949 3,889 
Home equity267 273 
Other retail
Total retail4,220 4,166 
Net loans and leases$20,560 $20,139 
Business acquisition, pro forma information
The following table presents the financial results of Investors included in the Consolidated Statements of Operations from the date of acquisition through December 31, 2022:
(in millions)April 6, 2022 through December 31, 2022
Net interest income$627 
Noninterest income37 
Net income287 
The following table presents unaudited supplemental pro forma financial information as if the Investors acquisition had occurred on January 1, 2021 and includes the impact of (i) amortizing and accreting fair value adjustments associated with loans and leases, (ii) the amortization of recognized intangible assets and the elimination of Investors’ historical amortization of these assets, (iii) the elimination of Investors’ historical accretion and amortization of deferred fees and costs on loans and leases, (iv) the elimination of Investors’ historical accretion and amortization of discounts and premiums on loans and leases, debt securities and long-term borrowed funds and (v) the related estimated income tax effects. The pro forma financial information does not necessarily reflect the results that would have occurred had Citizens acquired Investors on January 1, 2021.
Year Ended December 31,
(in millions)20222021
Net interest income$6,226 $5,342 
Noninterest income2,055 2,168 
Net income(1)
2,408 2,376 
(1) Excludes the acceleration of one-time executive compensation and Employee Stock Ownership Plan expenses of $122 million incurred by Investors in the first quarter of 2022.
In addition, the supplemental pro forma financial information includes non-recurring acquisition-related costs of $335 million incurred during the year ended December 31, 2022, as summarized in the following table. These costs, along with the $13 million incurred during 2021, are included in the first quarter of 2021 for the purpose of reporting supplemental pro forma financial information presented above.
(in millions)Year Ended December 31, 2022
Provision for credit losses(1)
$145 
Salaries and employee benefits(2)
83 
Outside services(3)
61 
Mark-to-market losses on LHFS portfolio(4)
31 
Other operating expense15 
Total acquisition-related costs$335 
(1) Represents the initial provision for credit losses also recognized through a fair value mark as required by purchase accounting.
(2) Comprised primarily of severance and employee retention costs.
(3) Comprised primarily of technology, legal, advisory, and other professional related fees.
(4) Represents mark-to-market losses on loans acquired from Investors classified as LHFS.
Schedule of changes in the allowance for credit losses
The following table presents PCD loan activity at the date of acquisition:
(in millions)April 6, 2022
Principal balance$4,685 
ALLL at acquisition(101)
Non-credit discount(72)
Purchase price$4,512 
The following table presents a summary of changes in the ACL for the year ended December 31, 2022:
Year Ended December 31, 2022
(in millions)CommercialRetailTotal
Allowance for loan and lease losses, beginning of period$821 $937 $1,758 
Allowance on PCD loans and leases at acquisition99 101 
Charge-offs(1)
(70)(364)(434)
Recoveries18 146 164 
Net charge-offs(52)(218)(270)
Provision expense (benefit) for loans and leases(2)
192 202 394 
Allowance for loan and lease losses, end of period1,060 923 1,983 
Allowance for unfunded lending commitments, beginning of period153 23 176 
Provision expense (benefit) for unfunded lending commitments53 27 80 
Allowance on PCD unfunded lending commitments at acquisition— 
Allowance for unfunded lending commitments, end of period207 50 257 
Total allowance for credit losses, end of period$1,267 $973 $2,240 
(1) Excludes $34 million of charge-offs previously taken by Investors or recognized upon completion of the Investors acquisition under purchase accounting for the year ended December 31, 2022. The initial allowance for loan and lease losses on PCD assets included these amounts and, after charging these amounts off upon acquisition, the net impact for PCD assets was $101 million of additional allowance for loan and lease losses.
(2) Includes $169 million of initial provision expense related to non-PCD loans and leases acquired from HSBC and Investors for the year ended December 31, 2022.
The following tables present a summary of changes in the ACL for the years ended December 31, 2021 and 2020:
Year Ended December 31, 2021
(in millions)CommercialRetailTotal
Allowance for loan and lease losses, beginning of period$1,233 $1,210 $2,443 
Charge-offs(218)(321)(539)
Recoveries54 160 214 
Net charge-offs(164)(161)(325)
Provision expense (benefit) for loans and leases(248)(112)(360)
Allowance for loan and lease losses, end of period821 937 1,758 
Allowance for unfunded lending commitments, beginning of period186 41 227 
Provision expense (benefit) for unfunded lending commitments(33)(18)(51)
Allowance for unfunded lending commitments, end of period153 23 176 
Total allowance for credit losses, end of period$974 $960 $1,934 
Year Ended December 31, 2020
(in millions)CommercialRetailTotal
Allowance for loan and lease losses, beginning of period$674 $578 $1,252 
Cumulative effect of change in accounting principle(176)629 453 
Allowance for loan and lease losses, beginning of period, adjusted498 1,207 1,705 
Charge-offs(437)(406)(843)
Recoveries12 138 150 
Net charge-offs(425)(268)(693)
Provision expense (benefit) for loans and leases1,160 271 1,431 
Allowance for loan and lease losses, end of period1,233 1,210 2,443 
Allowance for unfunded lending commitments, beginning of period44 — 44 
Cumulative effect of change in accounting principle(3)(2)
Allowance for unfunded lending commitments, beginning of period, adjusted41 42 
Provision expense (benefit) for unfunded lending commitments145 40 185 
Allowance for unfunded lending commitments, end of period186 41 227 
Total allowance for credit losses, end of period$1,419 $1,251 $2,670