Annual report pursuant to Section 13 and 15(d)

BUSINESS ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS

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BUSINESS ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2011
BUSINESS ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS

NOTE 7. BUSINESS ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS

The following table indicates the allocation of goodwill by reportable segment (in millions):

 

     U.S. Domestic
Package
     International
Package
    Supply Chain &
Freight
    Consolidated  

December 31, 2009 balance

   $ —         $ 374      $ 1,715      $ 2,089   

Acquired

     —           —          —          —     

Purchase Accounting Adjustments

     —           5        (2     3   

Currency / Other

     —           (2     (9     (11
  

 

 

    

 

 

   

 

 

   

 

 

 

December 31, 2010 balance

   $ —         $ 377      $ 1,704      $ 2,081   

Acquired

     —           —          46        46   

Currency / Other

     —           (16     (10     (26
  

 

 

    

 

 

   

 

 

   

 

 

 

December 31, 2011 balance

   $ —         $ 361      $ 1,740      $ 2,101   
  

 

 

    

 

 

   

 

 

   

 

 

 

Business Acquisitions

The increase in goodwill within the Supply Chain & Freight segment in 2011 was due to the December acquisition of the Pieffe Group (“Pieffe”), an Italian pharmaceutical logistics company. Pieffe offers storage, distribution and other logistics services to some of the world’s leading pharmaceutical companies. The purchase price allocation was not complete as of December 31, 2011, and therefore adjustments to the recorded amount of goodwill may occur in 2012 prior to the one year anniversary of the acquisition. This increase in goodwill was partially offset by the impact of the strengthening of the U.S. Dollar on the translation of non-U.S. Dollar goodwill balances.

The increase to goodwill in the International Package segment during 2010 was due to adjustments to the purchase price allocation for Unsped Paket Servisi San ve Ticaret A.S. (“Unsped”), which was acquired in August 2009. This increase in goodwill was partially offset by the impact of the strengthening of the U.S. Dollar on the translation of non-U.S. Dollar goodwill balances.

Pro forma results of operations have not been presented for these acquisitions, because the effects of these transactions were not material. The results of operations of these acquired companies have been included in our statements of consolidated income from the date of acquisition.

Goodwill Impairment

We test our goodwill for impairment annually, as of October 1st, on a reporting unit basis. Our reporting units are comprised of the Europe, Asia, and Americas reporting units in the International Package reporting segment, and the Forwarding, Logistics, UPS Freight, MBE / The UPS Store, and UPS Capital reporting units in the Supply Chain & Freight reporting segment.

In assessing our goodwill for impairment, we initially evaluate qualitative factors to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive and it is necessary to calculate the fair value of a reporting unit, then we utilize a two-step process to test goodwill for impairment. First, a comparison of the fair value of the applicable reporting unit with the aggregate carrying values, including goodwill, is performed. We primarily determine the fair value of our reporting units using a discounted cash flow model, and supplement this with observable valuation multiples for comparable companies, as applicable. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, we perform the second step of the goodwill impairment test to determine the amount of impairment loss. The second step includes comparing the implied fair value of the affected reporting unit’s goodwill with the carrying value of that goodwill.

 

We did not have any goodwill impairment charges in 2011, 2010 or 2009. Cumulatively, our Supply Chain & Freight reporting segment has recorded goodwill impairment charges of $622 million, while our International and U.S. Domestic Package segments have not recorded any impairment charges.

Intangible Assets

The following is a summary of intangible assets at December 31, 2011 and 2010 (in millions):

 

     Gross Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Value
     Weighted-
Average
Amortization
Period
(in years)
 

December 31, 2011:

          

Trademarks, licenses, patents, and other

   $ 146       $ (54   $ 92         4.3   

Customer lists

     120         (66     54         11.5   

Franchise rights

     109         (58     51         20.0   

Capitalized software

     2,014         (1,626     388         3.1   
  

 

 

    

 

 

   

 

 

    

Total Intangible Assets, Net

   $ 2,389       $ (1,804   $ 585         4.4   
  

 

 

    

 

 

   

 

 

    

 

 

 

December 31, 2010:

          

Trademarks, licenses, patents, and other

   $ 187       $ (50   $ 137      

Customer lists

     99         (59     40      

Franchise rights

     109         (52     57      

Capitalized software

     1,927         (1,562     365      
  

 

 

    

 

 

   

 

 

    

Total Intangible Assets, Net

   $ 2,322       $ (1,723   $ 599      
  

 

 

    

 

 

   

 

 

    

Licenses with a carrying value of $5 million as of December 31, 2011 are deemed to be indefinite-lived intangibles, and therefore are not amortized. Impairment tests for indefinite-lived intangibles are performed on an annual basis. All of our other recorded intangible assets are deemed to be finite-lived intangibles, and are thus amortized over their estimated useful lives. Impairment tests for these intangible assets are only performed when a triggering event occurs that indicates that the carrying value of the intangible may not be recoverable. There were no impairments of any finite-lived or indefinite-lived intangible assets in 2011, 2010 or 2009.

Amortization of intangible assets was $228, $224 and $185 million during 2011, 2010 and 2009, respectively. Expected amortization of finite-lived intangible assets recorded as of December 31, 2011 for the next five years is as follows (in millions): 2012—$244; 2013—$169; 2014—$90; 2015—$23; 2016—$9. Amortization expense in future periods will be affected by business acquisitions, software development, licensing agreements, sponsorships and other factors.