GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2013

15. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in Goodwill during the first nine months of 2013 were as follows:

*In millions of dollars*

Balance at December 31, 2012	$	25,673

Foreign exchange translation and other		(199	)

Balance at March 31, 2013	$	25,474

Foreign exchange translation and other		(516	)
Discontinued operations		(62	)

Balance at June 30, 2013	$	24,896

Foreign exchange translation and other		220
Smaller acquisitions/divestitures		(18	)

Balance at September 30, 2013	$	25,098

During the first nine months of 2013, no goodwill was written off due to impairment. The Company performed its annual goodwill impairment test during the third quarter of 2013 resulting in no impairment for any of the reporting units. Goodwill is tested for impairment annually at the reporting unit level and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

During the third quarter 2013, certain assets were transferred from the legacy Brokerage Asset Management reporting unit to the Special Asset Pool, both components within Citi Holdings. While goodwill affected by a reorganization is typically reassigned to the reporting unit(s) receiving the business(es) using the relative fair value approach, no goodwill was reassigned to the transferred portfolio of assets as they do not represent a business as defined by GAAP. The legacy reporting unit was renamed Latin America Retirement Services and continues to hold the $42 million of goodwill as of September 30, 2013. Additionally, the legacy Local Consumer Lending—Cards reporting unit was renamed Citi Holdings—Cards, but no changes were made to the businesses and assets assigned to the reporting unit.

Subsequent to July 1, 2013, goodwill will be allocated to disposals and tested for impairment under the new reporting units. An interim goodwill impairment test was performed on the impacted reporting units as of July 1, 2013, resulting in no impairment. There were no other triggering events present during the third quarter of 2013 and therefore no additional goodwill impairment test was performed.

The fair values of the Company's reporting units as of July 1, 2013 exceeded their carrying values substantially (fair value as a percentage of carrying value ranged from approximately 147% to over 700%) and did not suggest any significant risk of impairment based on current valuations.

The following table shows reporting units with goodwill balances as of September 30, 2013.

*In millions of dollars* Reporting unit	Goodwill

North America Regional Consumer Banking	$	6,795
EMEA Regional Consumer Banking		347
Asia Regional Consumer Banking		5,198
Latin America Regional Consumer Banking		1,781
Securities and Banking		9,229
Transaction Services		1,594
Latin America Retirement Services		42
Citi Holdings—Cards		112

Total	$	25,098

INTANGIBLE ASSETS

The components of intangible assets as of September 30, 2013 and December 31, 2012 were as follows:

	September 30, 2013						December 31, 2012

*In millions of dollars*	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Purchased credit card relationships	$	7,550	$	5,913	$	1,637	$	7,632	$	5,726	$	1,906
Core deposit intangibles		1,250		1,030		220		1,315		1,019		296
Other customer relationships		706		389		317		767		380		387
Present value of future profits		238		144		94		239		135		104
Indefinite-lived intangible assets		324		—		324		487		—		487
Other(1)		4,716		2,420		2,296		4,764		2,247		2,517

Intangible assets (excluding MSRs)	$	14,784	$	9,896	$	4,888	$	15,204	$	9,507	$	5,697
Mortgage servicing rights (MSRs)		2,580		—		2,580		1,942		—		1,942

Total intangible assets	$	17,364	$	9,896	$	7,468	$	17,146	$	9,507	$	7,639

(1): Includes contract-related intangible assets.

The changes in intangible assets during the first nine months of 2013 were as follows:

*In millions of dollars*	Net carrying amount at December 31, 2012		Acquisitions/ divestitures		Amortization			Impairments			FX and other			Discontinued Operations			Net carrying amount at September 30, 2013

Purchased credit card relationships	$	1,906	$	36	$	(283	)	$	(4	)	$	(4	)	$	(14	)	$	1,637
Core deposit intangibles		296		—		(54	)		(21	)		(1	)		—			220
Other customer relationships		387		—		(27	)		—			(43	)		—			317
Present value of future profits		104		—		(9	)		—			(1	)		—			94
Indefinite-lived intangible assets		487		—		—			—			(1	)		(162	)		324
Other		2,517		66		(231	)		—			(27	)		(29	)		2,296

Intangible assets (excluding MSRs)	$	5,697	$	102	$	(604	)	$	(25	)	$	(77	)	$	(205	)	$	4,888
Mortgage servicing rights (MSRs)(1)		1,942																2,580

Total intangible assets	$	7,639															$	7,468

(1): See Note 19 to the Consolidated Financial Statements for the roll-forward of MSRs.

- 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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