Quarterly report pursuant to Section 13 or 15(d)

GOODWILL AND INTANGIBLE ASSETS

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GOODWILL AND INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS GOODWILL AND INTANGIBLE ASSETS
The following table indicates the allocation of goodwill as of September 30, 2024 and December 31, 2023 (in millions):
U.S. Domestic
Package
International
Package
Supply Chain Solutions Consolidated
December 31, 2023: $ 847  $ 503  $ 3,522  $ 4,872 
Acquired —  —  22  22 
Currency / Other —  (487) (483)
September 30, 2024: $ 847  $ 507  $ 3,057  $ 4,411 
During the nine months ended September 30, 2024:
Within Supply Chain Solutions, goodwill decreased by $495 million in connection with the divestiture of our truckload brokerage business ("Coyote") as discussed in note 18.
We recorded an increase in goodwill of $16 million as part of purchase accounting allocations for our November 2023 acquisitions of MNX Global Logistics and Happy Returns. Certain areas of purchase accounting for MNX Global Logistics, including our estimates of tax positions, remain preliminary as of September 30, 2024. In addition, we recorded $6 million of goodwill related to the acquisition of certain locations of The UPS Store.
The remaining movements are due to the impact of changes in the value of the U.S. Dollar on the translation of non-U.S. Dollar goodwill balances.
We conducted our most recent annual goodwill impairment testing as of July 1, 2024 using both qualitative and quantitative methods. Our quantitative tests utilize a combination of the income and market approaches. We concluded that the fair values of our reporting units were in excess of their respective carrying values. Approximately $1.2 billion of our consolidated goodwill balance of $4.4 billion is represented by our Global Freight Forwarding, Roadie and Global Logistics and Distribution reporting units which, based on our annual impairment evaluation, are exhibiting a limited excess of fair value above carrying value and reflect a greater risk of an impairment occurring in future periods. We do not expect any impairment would have a significant impact on our consolidated financial position, results of operations or cash flows.
For each of our reporting units, we continue to monitor the impact of macroeconomic conditions and business performance on our estimates of fair value. Subsequent to our annual testing date and as of September 30, 2024, none of our reporting units had indications that an impairment was more likely than not. Actual reporting unit performance, revisions to our forecasts of future performance, market factors, changes in estimates or assumptions in future impairment testing, or a combination thereof could result in an impairment charge in one or more of our reporting units during a future period. During October 2024, we realigned the management structure of certain subsidiaries within Supply Chain Solutions, bringing our Global Freight Forwarding and Global Logistics and Distribution businesses under a single management team and separately, bringing together our MNX Global Logistics and Marken businesses under a single management team. We are evaluating the impact of these managerial changes to our operating segment and reporting unit determinations during the fourth quarter.
The following is a summary of intangible assets as of September 30, 2024 and December 31, 2023 (in millions):
Gross Carrying
Amount
Accumulated
Amortization
Net Carrying
Value
September 30, 2024:
Capitalized software $ 6,096  $ (4,173) $ 1,923 
Licenses 48  (25) 23 
Franchise rights 348  (56) 292 
Customer relationships 702  (203) 499 
Trade name 109  (23) 86 
Trademarks, patents and other 370  (89) 281 
Amortizable intangible assets $ 7,673  $ (4,569) $ 3,104 
Indefinite-lived intangible assets — 
Total Intangible Assets, Net $ 7,677  $ (4,569) $ 3,108 
December 31, 2023:
Capitalized software $ 5,839  $ (3,900) $ 1,939 
Licenses 30  (7) 23 
Franchise rights 291  (49) 242 
Customer relationships 1,115  (516) 599 
Trade name 172  (30) 142 
Trademarks, patents and other 320  (53) 267 
Amortizable intangible assets $ 7,767  $ (4,555) $ 3,212 
Indefinite-lived intangible assets 93  —  93 
Total Intangible Assets, Net $ 7,860  $ (4,555) $ 3,305 
The table as of September 30, 2024 above excludes intangible assets associated with Coyote, which was divested during the third quarter of 2024 as discussed in note 18.
Impairment tests for finite-lived intangible assets are performed when a triggering event occurs that may indicate that the carrying value of the intangible asset may not be recoverable. For the three months ended September 30, 2024, there were no material impairment charges for finite-lived intangible assets. For the nine months ended September 30, 2024, we recorded impairment charges of $48 million ($35 million after tax, or $0.04 per diluted share) within Other Expenses in our statement of consolidated income. These charges represented capitalized software license impairments of $7 million and a $41 million charge to write down the value of certain trade names acquired as part of our acquisition of Bomi Group. For the three and nine months ended September 30, 2023, impairment charges for finite-lived intangible assets were $8 million.