Quarterly report pursuant to Section 13 or 15(d)

GOODWILL AND INTANGIBLE ASSETS

v3.8.0.1
GOODWILL AND INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS
The following table indicates the allocation of goodwill by reportable segment as of September 30, 2017 and December 31, 2016 (in millions):
 
U.S. Domestic
Package
 
International
Package
 
Supply Chain &
Freight
 
Consolidated
December 31, 2016:
$
715

 
$
407

 
$
2,635

 
$
3,757

Acquired

 
18

 
25

 
43

Currency / Other

 
14

 
24

 
38

September 30, 2017:
$
715

 
$
439

 
$
2,684

 
$
3,838


The goodwill acquired in the Supply Chain & Freight segment was predominately related to our January 2017 acquisition of Freightex Ltd. ("Freightex"), a U.K.-based asset-light provider of truckload, less-than truckload and specialized over-the-road services. The acquisition of Freightex was paid for with cash from operations. The acquisition of Freightex was not material to our consolidated financial position or results of operations. The remaining goodwill acquired in the Supply Chain & Freight segment was related to other, smaller acquisitions immaterial to our consolidated financial position or results of operations.
The goodwill acquired in the International Package segment was related to our June 2017 acquisition of Eirpost Group Unlimited Company ("Nightline"), an Ireland-based express delivery and logistics company. The acquisition of Nightline was paid for with cash from operations. The acquisition of Nightline was not material to our consolidated financial position or results of operations.
In December 2016, we acquired Maze 1 Limited ("Marken"), a global provider of supply chain solutions to the life sciences industry and leader in clinical trials material storage and distribution, for approximately $570 million. As of September 30, 2017, we had no material changes to our estimated fair values of assets acquired and liabilities assumed. The financial results of Marken are included in the Supply Chain & Freight segment from the date of acquisition and were not material to our results of operations.
The estimates of the fair value of assets acquired and liabilities assumed are subject to change based on the completion of purchase accounting. The purchase price allocation for acquired companies can be modified for up to one year from the date of acquisition.
The remaining change in goodwill for both the International Package and Supply Chain & Freight segments was due to immaterial purchase accounting adjustments and the impact of changes in the value of the U.S. Dollar on the translation of non-U.S. Dollar goodwill balances.
Goodwill Impairment and Annual Assessment Date Change
During the third quarter of 2017, we changed the measurement date of our annual goodwill impairment test from October 1st to July 1st. This change better aligns the timing of the goodwill impairment test with our long-term business planning process. The change was not material to our consolidated financial statements as it did not result in the delay, acceleration or avoidance of an impairment charge.
We completed our annual goodwill impairment valuation for all reporting units and indefinite lived intangible assets as of July 1, 2017, and determined that goodwill is not impaired. We will continue to monitor each reporting unit for triggering events that might require an update to our annual impairment evaluation between the annual assessment date and December 31, 2017. There were no triggering events identified during the third quarter of 2017.







The following is a summary of intangible assets as of September 30, 2017 and December 31, 2016 (in millions):
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Value
September 30, 2017:
 
 
 
 
 
Capitalized software
$
3,192

 
$
(2,269
)
 
$
923

Licenses
165

 
(71
)
 
94

Franchise rights
128

 
(95
)
 
33

Customer relationships
751

 
(141
)
 
610

Trade name
200

 

 
200

Trademarks, patents and other
72

 
(35
)
 
37

Total Intangible Assets, Net
$
4,508


$
(2,611
)
 
$
1,897

December 31, 2016:
 
 
 
 
 
Capitalized software
$
2,933

 
$
(2,157
)
 
$
776

Licenses
131

 
(70
)
 
61

Franchise rights
128

 
(90
)
 
38

Customer relationships
724

 
(85
)
 
639

Trade name
200

 

 
200

Trademarks, patents and other
67

 
(23
)
 
44

Total Intangible Assets, Net
$
4,183

 
$
(2,425
)
 
$
1,758



As of September 30, 2017, we had a trade name with a carrying value of $200 million and licenses with a carrying value of $5 million, which are deemed to be indefinite-lived intangible assets and are included in the table above.