C » Topics » Goodwill and Intangible Assets

This excerpt taken from the C 10-Q filed Aug 4, 2006.

11.   Goodwill and Intangible Assets

        The changes in goodwill during the first six months of 2006 were as follows:

In millions of dollars

  Goodwill
 
Balance at December 31, 2005   $ 33,130  

Purchase accounting adjustment—Legg Mason acquisition

 

 

24

 
Purchase accounting adjustment—FAB acquisition     19  
Foreign exchange translation and other     (240 )
   
 

Balance at March 31, 2006

 

$

32,933

 

Consolidation of Credicard business

 

 

270

 
Partial disposition of ownership interest in Bank Handlowy     (33 )
Sale of New York Branches     (23 )
Foreign exchange translation and other     (237 )
   
 
Balance at June 30, 2006   $ 32,910  
   
 

        During the first two quarters of 2006, no goodwill was written off due to impairment.

99


        The changes in intangible assets during the first six months of 2006 were as follows:

In millions of dollars

  Intangible Assets
(Net Carrying Amount)

 
Balance at December 31, 2005   $ 14,749  

Changes in capitalized MSRs(1)

 

 

613

 
Foreign exchange translation and other     (2 )
Amortization expense     (268 )
   
 
Balance at March 31, 2006   $ 15,092  
   
 
Changes in capitalized MSRs(1)   $ 611  
Federated receivables acquisition—purchased credit card relationships     320  
Consolidation of Credicard business—purchased credit card relationships     75  
Servicing rights on Student Loan securitizations     30  
Foreign exchange translation and other     (7 )
Amortization expense     (271 )
   
 
Balance at June 30, 2006   $ 15,850  
   
 

(1)
See Note 14 to the Consolidated Financial Statements on page 104 for a summary of the changes in capitalized MSRs.

        The components of intangible assets were as follows:

 
  June 30, 2006
  December 31, 2005
In millions of dollars

  Gross
Carrying
Amount

  Accumulated
Amortization(1)

  Net
Carrying
Amount

  Gross
Carrying
Amount

  Accumulated
Amortization(1)

  Net
Carrying
Amount

Purchased credit card relationships   $ 7,948   $ 3,250   $ 4,698   $ 7,541   $ 2,929   $ 4,612
Mortgage servicing rights(1)     5,565         5,565     8,808     4,469     4,339
Core deposit intangibles     1,189     427     762     1,248     424     824
Other customer relationships     1,052     625     427     1,065     596     469
Present value of future profits     426     237     189     429     229     200
Other(2)     4,491     760     3,731     4,455     647     3,808
   
 
 
 
 
 
Total amortizing intangible assets   $ 20,671   $ 5,299   $ 15,372   $ 23,546   $ 9,294   $ 14,252

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

478

 

 

 

 

 

 

 

 

497
   
 
 
 
 
 
Total intangible assets               $ 15,850               $ 14,749
   
 
 
 
 
 

(1)
In connection with the adoption of SFAS 156 on January 1, 2006, the Company elected to subsequently account for MSRs at fair value with the related changes reported in earnings during the respective period. Accordingly, the Company no longer amortizes servicing assets over the period of estimated net servicing income. Prior to the adoption of SFAS 156, accumulated amortization of mortgage servicing rights included the related valuation allowance.

(2)
Includes contract-related intangible assets.

100


This excerpt taken from the C 10-Q filed May 5, 2006.

10.   Goodwill and Intangible Assets

        The changes in goodwill during the first three months of 2006 were as follows:

In millions of dollars

  Goodwill
 
Balance at December 31, 2005   $ 33,130  

Purchase accounting adjustment—Legg Mason acquisition

 

 

24

 
Purchase accounting adjustment—FAB acquisition     19  
Foreign exchange translation and other     (240 )
   
 
Balance at March 31, 2006   $ 32,933  
   
 

        During the first quarter of 2006, no goodwill was written off due to impairment.

        The changes in intangible assets during the first three months of 2006 were as follows:

In millions of dollars

  Intangible Assets
(Net Carrying Amount)

 
Balance at December 31, 2005   $ 14,749  
Changes in capitalized MSRs(1)     613  
Foreign exchange translation and other     (2 )
Amortization expense     (268 )
   
 
Balance at March 31, 2006   $ 15,092  
   
 

(1)
See Note 8 to the Consolidated Financial Statements on page 87 for a summary of the changes in capitalized MSRs.

        The components of intangible assets were as follows:

 
  March 31, 2006
  December 31, 2005
In millions of dollars

  Gross
Carrying
Amount

  Accumulated
Amortization(1)

  Net Carrying
Amount

  Gross
Carrying
Amount

  Accumulated
Amortization(1)

  Net Carrying
Amount

Purchased credit card relationships   $ 7,540   $ 3,084   $ 4,456   $ 7,541   $ 2,929   $ 4,612
Mortgage servicing rights(1)     4,955         4,955     8,808     4,469     4,339
Core deposit intangibles     1,233     438     795     1,248     424     824
Other customer relationships     1,033     590     443     1,065     596     469
Present value of future profits     428     233     195     429     229     200
Other(2)     4,447     688     3,759     4,455     647     3,808
   
 
 
 
 
 
Total amortizing intangible assets   $ 19,636   $ 5,033   $ 14,603   $ 23,546   $ 9,294   $ 14,252

Indefinite-lived intangible assets

 

 

 

 

 

 

 

 

489

 

 

 

 

 

 

 

 

497
   
 
 
 
 
 
Total intangible assets               $ 15,092               $ 14,749
   
 
 
 
 
 

(1)
In connection with the adoption of SFAS 156 on January 1, 2006, the Company elected to subsequently account for MSRs at fair value with the related changes reported in earnings during the respective period. Accordingly, the Company no longer amortizes servicing assets over the period of estimated net servicing income. Prior to the adoption of SFAS 156, accumulated amortization of mortgage servicing rights included the related valuation allowance.

(2)
Includes contract-related intangible assets.

92


This excerpt taken from the C 10-Q filed Aug 4, 2005.

Goodwill and Intangible Assets

        The changes in goodwill and intangible assets during 2005 were as follows:

In millions of dollars

  Goodwill
  Intangibles
Assets (Net
Carrying Amount)

 
Balance at December 31, 2004   $ 31,992   $ 15,271  
FAB Acquisition     606     88  
ABN Amro Custody Acquisition     43     8  
Disposition of CitiCapital Transportation Finance     (119 )    
Transfers to Discontinued Operations—Life Insurance & Annuities     (291 )   (86 )
Capitalization of Credit Card Intangibles         87  
MSR Originations(1)         172  
Gain on Change in MSR Value(1)         59  
Reclassification of Servicing Rights on Student Loan Securitizations         27  
Amortization         (451 )
Foreign Exchange Translation and Other(2)     (155 )   397  
   
 
 
Balance at March 31, 2005   $ 32,076   $ 15,572  
   
 
 
Purchase Accounting Adjustments—KorAm     (110 )    
Purchase Accounting Adjustments—FAB     9     (45 )
Transfers to Discontinued Operations—Asset Management         (777 )
MSR Impairment Provision(1)         (267 )
MSR Originations(1)         209  
Loss on Change in MSR Value(1)         (519 )
Capitalization of Credit Card Intangibles         80  
Servicing Rights on Student Loan Securitizations         20  
Amortization         (464 )
Foreign Exchange Translation and Other     260     85  
   
 
 
Balance at June 30, 2005   $ 32,235   $ 13,894  
   
 
 

(1)
See Note 12 to the Consolidated Financial Statements for additional information on mortgage servicing rights.

(2)
Includes balance sheet reclassification of intangible assets.

        During the first two quarters of 2005 and 2004 no goodwill was written off due to impairment.

71


4. Discontinued Operations

This excerpt taken from the C 10-Q filed May 4, 2005.

Goodwill and Intangible Assets

        During the first quarters of 2005 and 2004 no goodwill was impaired or written off. During the first quarter of 2005, the Company recorded goodwill of approximately $606 million, approximately $87 million of core deposit intangibles, and approximately $1 million of purchased credit card relationship intangibles, in connection with the acquisition of FAB. The acquired core deposit intangible assets are being amortized over fifteen years. Intangible assets amortization expense was $451 million and $320 million for the three months ended March 31, 2005 and 2004, respectively.

        At December 31, 2004, the Company's Consolidated Balance Sheet included goodwill totaling approximately $291 million and intangibles totaling approximately $91 million, relating to Life Insurance & Annuities and the Argentine pension business. Accordingly, at March 31, 2005, goodwill totaling approximately $292 million and intangibles totaling approximately $90 million, associated with these businesses, are included in Citigroup's Consolidated Balance Sheet as assets of discontinued operations held for sale.

70


4.     Discontinued Operations

        On January 31, 2005, the Company announced an agreement for the sale of Citigroup's Travelers Life & Annuity, and substantially all of Citigroup's international insurance businesses, to MetLife, Inc. (MetLife) for $11.5 billion, subject to closing adjustments. The businesses being sold were the primary vehicles through which Citigroup engaged in the Life Insurance and Annuities business.

        The transaction has been approved by the Boards of Directors of both companies. Under the terms of the transaction, Citigroup will receive up to $3.0 billion in MetLife equity securities and the balance in cash, which will result in an after-tax gain of approximately $2.0 billion, subject to closing adjustments.

        The transaction encompasses Travelers Life & Annuity's U.S. businesses and its international operations other than Citigroup's life business in Mexico (which is now included within Retail Banking). International operations include wholly owned insurance companies in the United Kingdom, Belgium, Australia, Brazil, Argentina, and Poland; joint ventures in Japan and Hong Kong; and offices in China. The sale transaction also includes Citigroup's Argentine pension business. (The transaction described in the preceding three paragraphs is referred to herein as the Sale of the Life Insurance & Annuities Business).

        In connection with the transaction, Citigroup and MetLife have entered into ten-year agreements under which Travelers Life & Annuity products will be made available through certain Citigroup distribution channels, subject to appropriate suitability and other standards. In addition, MetLife products will be added to these distribution channels. For the first three months of 2005 and 2004, intercompany commission fees paid by Travelers Life & Annuity to Citigroup affiliates for distribution services totaled $115 million and $105 million, respectively.

        Also included in the sales agreement between Citigroup and MetLife are provisions related to transitional services that will be provided for a period of 24 to 30 months. These transitional service agreements may be terminated or extended. The costs associated with these agreements are not considered to be significant.

        The transaction is subject to certain domestic and international regulatory approvals, as well as other customary conditions to closing, and is expected to close during the 2005 third quarter.

        The businesses being acquired by MetLife generated total revenues of $1.4 billion and $1.2 billion and net income of $273 million and $249 million, respectively, for the three months ended March 31, 2005 and 2004. The businesses had total assets of $95 billion at March 31, 2005.

        Results for all of the businesses included in the Sale of the Life Insurance & Annuities Business are recorded separately as discontinued operations for all periods presented. The assets and liabilities of the businesses being sold are included in Assets of discontinued operations held for sale and Liabilities of discontinued operations held for sale on the Consolidated Balance Sheet.

        Summarized financial information for discontinued operations was as follows:

 
  Three Months Ended March 31,
In millions of dollars

  2005
  2004
Total revenues, net of interest expense   $ 1,362   $ 1,206
   
 

Income from discontinued operations

 

$

397

 

$

335
Provision for income taxes     124     86
   
 
Income from discontinued operations, net   $ 273   $ 249
   
 

71


        The following is a summary of the assets and liabilities of discontinued operations held for sale as of March 31, 2005:

In millions of dollars

  March 31,
2005

Assets      
Cash and due from banks   $ 264
Investments     49,329
Reinsurance recoverables     4,076
Separate and variable accounts     31,052
Other assets     10,357
   
Total assets   $ 95,078
   

Liabilities

 

 

 
Federal funds purchased and securities loaned or sold under repurchase agreements   $ 2,063
Contractholder funds and separate and variable accounts     66,699
Insurance policy and claims reserves     14,358
Other liabilities     3,253
   
Total liabilities   $ 86,373
   
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