Citigroup Inc.

18. GOODWILL AND INTANGIBLE ASSETSGoodwillThe changes in Goodwill during 2009 and 2010 were as follows:In millions of dollarsBalance at December 31, 2008 $27,132Sale of Smith Barney $ (1,146)Sale of Nikko Cordial Securities (558)Sale of Nikko Asset Management (433)Foreign exchange translation 547Smaller acquisitions/divestitures, purchase accounting adjustments and other (150)Balance at December 31, 2009 $25,392Foreign exchange translation $ 685Smaller acquisitions/divestitures, purchase accounting adjustments and other 75Balance at December 31, 2010 $26,152The changes in Goodwill by segment during 2009 and 2010 were as follows:In millions of dollarsRegionalConsumerBankingInstitutionalClientsGroupCiti HoldingsCorporate/OtherBalance at December 31, 2008 $ 9,755 $10,503 $ 6,874 $— $27,132Goodwill acquired during 2009 $ — — — $— $ —Goodwill disposed of during 2009 — (39) (2,248) — (2,287)Other (1) 166 225 156 — 547Balance at December 31, 2009 $ 9,921 $10,689 $ 4,782 $— $25,392Goodwill acquired during 2010 $ — $ — $ — $— $ —Goodwill disposed of during 2010 — — (102) — (102)Other (1) 780 137 (55) — 862Balance at December 31, 2010 $10,701 $10,826 $ 4,625 $— $26,152(1) Other changes in Goodwill primarily reflect foreign exchange effects on non-dollar-denominated goodwill, as well as purchase accounting adjustments.TotalGoodwill impairment testing is performed at a level below the businesssegments (referred to as a reporting unit). The reporting unit structure in2010 is consistent with those reporting units identified in the second quarterof 2009 as a result of the change in organizational structure. During 2010,goodwill was allocated to disposals and tested for impairment for each ofthe reporting units. The Company performed goodwill impairment testingfor all reporting units as of July 1, 2010. Additionally, an interim goodwillimpairment test was performed for the Brokerage and Asset Managementand Local Consumer Lending—Cards reporting units as of May 1, 2010and May 31, 2010, respectively. No goodwill was written off due toimpairment in 2009 and 2010.During 2008, the share prices of financial stocks continued to be veryvolatile and were under considerable pressure in sustained turbulent markets.In such an environment, Citigroup’s market capitalization remained belowbook value for most of the period and the Company performed goodwillimpairment testing for all reporting units as of February 28, 2008, July1, 2008 and December 31, 2008. As of December 31, 2008, there was anindication of impairment in the North America Regional ConsumerBanking, Latin America Consumer Banking and Local ConsumerLending—Other reporting units and, accordingly, the second step of testingwas performed on these reporting units.Based on the results of the second step of testing at December 31, 2008,the Company recorded a $9.6 billion pretax ($8.7 billion after tax) goodwillimpairment charge in the fourth quarter of 2008, representing most of thegoodwill allocated to these reporting units. The impairment was composed ofa $2.3 billion pretax charge ($2.0 billion after tax) related to North AmericaRegional Consumer Banking, a $4.3 billion pretax charge ($4.1 billionafter tax) related to Latin America Regional Consumer Banking and a$3.0 billion pretax charge ($2.6 billion after tax) related to Local ConsumerLending—Other.223