GOODWILL AND OTHER INTANGIBLES

6 Months Ended

Jun. 30, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The Company conducts its evaluation of goodwill impairment at least annually, and more frequently if events or circumstances indicate that there may be impairment. The Company completed its most recent annual goodwill impairment test as of October 1, 2013 and determined that no goodwill impairment existed. No impairment indicators were noted since the annual review and, accordingly, no impairment test has been performed. The Company expects to perform its next annual goodwill impairment test in the fourth quarter of 2014.

The Company evaluates goodwill for impairment at the reporting unit level. The fair value of the Company's reporting units is determined by using discounted cash flow and market comparability methodologies. Goodwill is assigned to reporting units, which are operating segments or one level below an operating segment, as of the acquisition date.

During 2014, in connection with the Change in Control discussed in Note 3 to the Condensed Consolidated Financial Statements, the Company recorded goodwill of approximately $5.5 billion. In addition, the Company recorded a disposal of approximately $7.1 million in connection with the sale of three branches in January 2014.

As described in Note 17 to the Condensed Consolidated Financial Statements, during the second quarter of 2014, the Company reorganized its management reporting structure in order to improve the structure and focus of the entity by better aligning management teams and resources with the business goals of the Company and to provide enhanced customer service to its clients. Refer to Note 17 of the Condensed Consolidated Financial Statements for further discussion of the impact of the organizational changes on segment reporting. As a result of the change in segment reporting, the Company has also re-evaluated its conclusions related to goodwill reporting units. Upon evaluation, the Company has concluded that its reporting units will change consistently with the changes to segment reporting, including the following:


•	The Investment Services business unit will be combined into the Retail Banking business unit.


•	The CEVF line, formerly included in the Specialty and Government Banking business unit, has been moved into the Auto Finance and Alliances business unit. There was no material goodwill associated with this change in reporting.


•	The Specialty and Government Banking business unit will be combined into the Real Estate and Commercial Banking business unit.

NOTE 7. GOODWILL AND OTHER INTANGIBLES (continued)

As of June 30, 2014, the reporting units with assigned goodwill were Retail Banking, Auto Finance & Alliances, Real Estate & Commercial Banking, Global Banking & Markets ("GBM") and Large Corporate Banking, and SCUSA.

The following table presents activity in the Company's goodwill by its reporting units for the six months ended June 30, 2014:



	Retail Banking			Investment Services			Auto Finance & Alliances			Real Estate and Commercial Banking		Specialty & Government Banking			Global Banking & Markets and Large Corporate		SCUSA		Total
	(in thousands)
Goodwill at December 31, 2013	$	1,696,086		$	126,695		$	71,522		$	1,163,154	$	242,894		$	131,130	$	—	$	3,431,481
Disposals during the period	(7,052		)	—						—		—			—		—		$	(7,052	)
Additions during the period	—			—			—		—	—		—			—		5,476,844		$	5,476,844

Re-allocations during the period	126,695			(126,695		)				242,894		(242,894		)	—		—		$	—
Goodwill at June 30, 2014	$	1,815,729		$	—		$	71,522		$	1,406,048	$	—		$	131,130	$	5,476,844	$	8,901,273

Other Intangible Assets

The following table details amounts related to the Company's finite-lived and indefinite-lived intangible assets for the dates indicated.



	June 30, 2014					December 31, 2013
	Net Carrying Amount		Accumulated Amortization			Net Carrying Amount		Accumulated Amortization
	(in thousands)
Intangibles subject to amortization:
Dealer networks	$	563,661	$	(16,339	)	$	—	$	—
Chrysler Relationship	132,500		(6,250		)	—		—
Core deposit intangibles	14,032		(281,810		)	22,650		(273,192		)
Other intangibles	10,276		(19,633		)	11,964		(17,945		)
Total intangibles subject to amortization	720,469		(324,032		)	34,614		(291,137		)
Intangibles not subject to amortization:
Trade name	50,000		—			—		—
Total Intangibles	$	770,469	$	(324,032	)	$	34,614	$	(291,137	)

Amortization expense on intangible assets for the three and six months ended June 30, 2014 was $20.9 million and $32.9 million, respectively, compared to $7.1 million and $14.8 million for the corresponding periods in 2013.

NOTE 7. GOODWILL AND OTHER INTANGIBLES (continued)

The estimated aggregate amortization expense related to intangibles for each of the five succeeding calendar years ending December 31 is:



Year	Calendar Year Amount		Recorded To Date		Remaining Amount To Record
	(in thousands)
2014	$	72,394	$	32,940	$	39,454
2015	64,432		—		64,432
2016	57,163		—		57,163
2017	55,055		—		55,055
2018	54,702		—		54,702
Thereafter	449,617		—		449,617

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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