Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

12. Goodwill and Other Intangible Assets

Our annual goodwill impairment testing is performed as of October 1 each year, or more frequently as events occur or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. The reporting units at which goodwill is tested for impairment are the Consumer Bank, Commercial Bank and Institutional Bank reporting units. The Commercial Bank and Institutional Bank reporting units are aggregated within Key’s overall Commercial Bank reporting segment. As of December 31, 2023, the Commercial Bank and Institutional Bank reporting units were allocated goodwill of $800 million and $133 million, respectively. Additional information pertaining to our accounting policy for goodwill and other intangible assets is summarized in Note 1 (“Summary of Significant Accounting Policies”) under the heading “Goodwill and Other Intangible Assets.”

For our annual test, we conducted a quantitative test as of October 1, 2023. We utilized a combination of market and income approaches to calculate the estimated fair values of our reporting units. We determined that the estimated fair value of the Consumer Bank reporting unit was 31% greater than its carrying amount, the estimated fair value of the Commercial Bank reporting unit was 31% greater than its carrying amount, and the estimated fair value of the Institutional Bank reporting unit was 7% greater than its carrying amount. The carrying amounts of the reporting units represent the average equity based on blended capital for goodwill impairment testing and management reporting purposes. Based on the results of the quantitative test, there was no goodwill impairment.

Additionally, we monitored events and circumstances during the period from October 1, 2023 through December 31, 2023, including macroeconomic and market factors, industry and banking sector events, Key specific performance indicators, a comparison of management’s forecast and assumptions to those used in the October 1, 2023 quantitative impairment test, and the sensitivity of the October 1, 2023 quantitative test results to changes in assumptions through December 31, 2023. Based on these considerations, we concluded that it was not more-likely-

than-not that the fair value of one or more of the reporting units is below its respective carrying value as of December 31, 2023.

Changes in the carrying amount of goodwill by reporting segment are presented in the following table:


Dollars in millions	Consumer Bank		Commercial Bank		Total
BALANCE AT DECEMBER 31, 2021	$	1,761	$	932	$	2,693
XUP acquisition measurement period adjustment	—		1		1
GradFin acquisition	58		—		58
BALANCE AT DECEMBER 31, 2022	1,819		933		2,752





BALANCE AT DECEMBER 31, 2023	$	1,819	$	933	$	2,752

Additional information regarding recent acquisitions is provided in Note 15 (“Acquisitions and Discontinued Operations”).

As of December 31, 2023, we expect goodwill in the amount of $359 million to be deductible for tax purposes in future periods.

There were no accumulated impairment losses related to any of Key’s reporting units at December 31, 2023, December 31, 2022, and December 31, 2021.

The following table shows the gross carrying amount and the accumulated amortization of intangible assets subject to amortization:


	2023				2022
December 31, Dollars in millions	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Intangible assets subject to amortization:
Core deposit intangibles	$	356	$	326	$	355	$	303
PCCR intangibles	16		15		16		14
Other intangible assets	80		56		84		44
Total	$	452	$	397	$	455	$	361

The following table presents estimated intangible asset amortization expense for the next five years.


	Estimated
Dollars in millions	2024		2025		2026		2027		2028
Intangible asset amortization expense	$	28	$	19	$	7	$	1	$	—