CITIZENS FINANCIAL GROUP INC/RICFG
CITIZENS FINANCIAL GROUP INC/RI Goodwill & Intangibles Disclosure
NOTE 8 - 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. The Company 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. Goodwill no longer retains its association with a particular acquisition once assigned to a reporting unit, and all of the activities within a reporting unit, whether acquired or organically grown, are available to support the value of the goodwill.
Goodwill is subject to an annual impairment test and not amortized. Goodwill is reviewed for impairment annually as of October 1st and in interim periods when events or changes indicate the carrying value of one or more reporting units may not be recoverable. The Company has the option to perform a qualitative assessment of goodwill to determine whether it is more likely than not that the fair value of each reporting unit is less than the carrying value. If it is more likely than not that the fair value exceeds the carrying value, then no further testing is necessary; otherwise, a quantitative assessment of goodwill must be performed.
The Company may elect to bypass the qualitative assessment and perform a quantitative assessment, which is used to identify potential impairment and involves comparing each reporting unit’s fair value to its carrying value, including goodwill. If the fair value of a reporting unit exceeds its carrying value inclusive of goodwill, applicable goodwill is deemed not to be impaired. If the carrying value of the reporting unit inclusive of goodwill exceeds fair value, an impairment loss is recognized for the excess, establishing a new basis in the goodwill, and cannot exceed the amount of goodwill assigned to the reporting unit. Subsequent reversal of goodwill impairment losses is not permitted.
The fair value of the Company’s reporting units is determined using a combination of income and market-based approaches. The Company relies on several assumptions to estimate the fair value of its reporting units under the income-based approach including discount rate, projected loan losses, income tax, and capital retention rates.
The Company performed a quantitative goodwill impairment assessment during the year ended December 31, 2025 as part of its annual impairment assessment. Based on this quantitative assessment, the Company concluded that the estimated fair value of the Consumer Banking and Commercial Banking reporting units exceeded their carrying value; therefore, the Company determined that there was no impairment to the carrying value of its goodwill as of December 31, 2025.
Changes in the carrying value of goodwill for the years ended December 31, 2025 and 2024 are presented below:
| (dollars in millions) | Consumer Banking | Commercial Banking | Total | ||||||||||||||
| Balance at December 31, 2023 | $2,678 | $5,510 | $8,188 | ||||||||||||||
Divestitures | — | (1) | (1) | ||||||||||||||
| Balance at December 31, 2024 | $2,678 | $5,509 | $8,187 | ||||||||||||||
| Business acquisitions | — | — | — | ||||||||||||||
| Balance at December 31, 2025 | $2,678 | $5,509 | $8,187 | ||||||||||||||
Accumulated impairment losses related to the Consumer Banking and Commercial Banking reporting units totaled $5.9 billion and $50 million, respectively, at December 31, 2025 and 2024. No impairment was recorded for the years ended December 31, 2025, 2024, or 2023.
Other Intangibles
Other intangible assets are recognized separately from goodwill if the asset arises as a result of contractual rights or if the asset is capable of being separated and sold, transferred, or exchanged. These assets are amortized on a straight-line basis with the exception of core deposits, which are amortized using an accelerated methodology, and are subject to an annual impairment evaluation. Amortization expense is recorded in Other operating expense in the Consolidated Statements of Operations.
A summary of the carrying value of intangible assets is presented below:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| (dollars in millions) | Amortizable Lives (years) | Gross | Accumulated Amortization | Net | Gross | Accumulated Amortization | Net | |||||||||||||||||||
| Core deposits | 10 | $144 | $85 | $59 | $144 | $66 | $78 | |||||||||||||||||||
| Acquired technology | 3 - 7 | 24 | 23 | 1 | 23 | 22 | 1 | |||||||||||||||||||
| Acquired relationships | 2 - 15 | 52 | 37 | 15 | 52 | 31 | 21 | |||||||||||||||||||
| Naming Rights | 5 - 10 | 33 | 21 | 12 | 33 | 16 | 17 | |||||||||||||||||||
| Other | 2 - 10 | 45 | 17 | 28 | 42 | 13 | 29 | |||||||||||||||||||
| Total | $298 | $183 | $115 | $294 | $148 | $146 | ||||||||||||||||||||
As of December 31, 2025, all of the Company’s intangible assets are subject to amortization. Amortization expense recognized on intangible assets was $33 million, $35 million, and $42 million for the years ended December 31, 2025, 2024, and 2023, respectively. The Company’s projection of amortization expense is based on balances as of December 31, 2025. Future amortization expense may vary from these projections.
Estimated intangible asset amortization expense for the next five years is as follows:
Year | (dollars in millions) | ||||
| 2026 | $30 | ||||
| 2027 | 26 | ||||
| 2028 | 18 | ||||
| 2029 | 9 | ||||
| 2030 | 7 | ||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 12, 2026 | Showing above |
| 2024 | Feb 13, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2020 | Feb 23, 2021 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.