Annual report pursuant to Section 13 and 15(d)

BUSINESS ACQUISITIONS

v3.6.0.2
BUSINESS ACQUISITIONS
 12 Months Ended
Dec. 31, 2016
Business Combinations [Abstract]  
BUSINESS ACQUISITIONS
SINESS ACQUISITIONS
In December 2016, we acquired Marken, a global provider of supply chain solutions to the life sciences industry and leader in clinical trials material storage and distribution, which was added to our Supply Chain & Freight reporting segment. The financial results of the acquired business were not material to our results of operations.
The estimates of fair value of assets acquired and liabilities assumed are subject to change based on completion of our purchase accounting. The purchase price allocation for acquired companies can be modified for up to one year from the date of acquisition. The acquisition was funded using cash from operations.
The following table summarizes the estimated fair values of the Marken assets acquired and liabilities assumed at the acquisition date (in millions):
Marken Assets Acquired and (Liabilities) Assumed
 
Cash and cash equivalents
$
26

Accounts receivable
36

Other current assets
3

Deferred tax assets
4

Property, plant, and equipment
7

Goodwill
359

Intangible assets
233

Accounts payable and other current liabilities
(31
)
Deferred tax liability
(67
)
    Total purchase price
$
570


The goodwill recognized of approximately $359 million is attributable to expected synergies from future growth of Marken. None of the goodwill is deductible for income tax purposes.
The intangible assets acquired of approximately $233 million primarily consist of $216 million of customer relationships (amortized over 12 years), $10 million of trade name (amortized over 3 years), $6 million capitalized software (amortized over 3-5 years) and $1 million agent network (amortized over 4 years). The carrying value of accounts receivable approximates fair value.
We recognized approximately $8 million of acquisition related costs that were expensed in 2016. These costs are included in "other expenses" within the statements of consolidated income.
In March 2015, we acquired Poltraf, a Polish-based pharmaceutical logistics company recognized for its temperature-sensitive warehousing and transportation solutions. In May 2015 and June 2015, we acquired Parcel Pro and IPS, respectively. These businesses provide services and insurance coverage for the transport of high value luxury goods. These acquisitions were funded with cash from operations. These acquisitions were not material to our consolidated balance sheets.













In August 2015, we acquired Coyote, a U.S.-based truckload freight brokerage company for $1.829 billion. This acquisition allows us to expand our existing portfolio by adding large scale truckload freight brokerage and transportation management services to our Supply Chain & Freight reporting segment. In addition, we benefit from synergies in purchased transportation, backhaul utilization, cross-selling to customers, as well as technology systems and industry best practices. The acquisition was funded using cash from operations and issuances of commercial paper.
The following table summarizes the fair values of the Coyote assets acquired and liabilities assumed at the acquisition date (in millions):
Coyote Assets Acquired and (Liabilities) Assumed
 
Cash and cash equivalents
$
18

Accounts receivable
249

Other current assets
1

Property, plant, and equipment
17

Goodwill
1,241

Intangible assets
664

Other non-current assets
2

Accounts payable and other current liabilities
(132
)
Other non-current liabilities
(11
)
Deferred tax liability
(212
)
    Total purchase price
$
1,837

The goodwill recognized of approximately $1.241 billion is attributable to synergies anticipated from more efficient usage of our existing transportation networks and the assembled workforce of Coyote. We have allocated $709 and $532 million of the recognized goodwill to the U.S. Domestic Package and Supply Chain & Freight segments, respectively. None of the goodwill is deductible for income tax purposes.
The intangible assets acquired of approximately $664 million primarily consist of $426 million of customer relationships (amortized over 10 years), $27 million of non-compete agreements (amortized over 4 years), and $200 million of trade name, which has an indefinite useful life. The carrying value of acquired accounts receivable approximated fair value.
We recognized approximately $17 million of acquisition related costs that were expensed in 2015. These costs are included in "other expenses" within the statements of consolidated income.