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, 2013
Business Combinations [Abstract]  
BUSINESS ACQUISITIONS, GOODWILL AND INTANGIBLE ASSETS
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
Balance on January 1, 2012
$

 
$
361

 
$
1,740

 
$
2,101

Acquired

 
67

 

 
67

Currency / Other

 
2

 
3

 
5

Balance on December 31, 2012
$

 
$
430

 
$
1,743

 
$
2,173

Acquired

 
3

 
20

 
23

Currency / Other

 
(13
)
 
7

 
(6
)
Balance on December 31, 2013
$

 
$
420

 
$
1,770

 
$
2,190


Business Acquisitions
2013 Acquisitions:
The goodwill acquired in the Supply Chain & Freight segment was related to our July 2013 acquisition of Cemelog Ltd. (“Cemelog”), a Hungary-based medical logistics provider that operates in Central and Eastern Europe. The goodwill acquired in the International Package segment was largely related to our October 2013 acquisition of the assets and operations of two Costa Rican-based companies: (1) Union Pak de Costa Rica, S.A., a small package delivery company, and (2) SEISA Brokerage, a customs brokerage company. Both companies have long-standing relationships with UPS as authorized service contractors.
2012 Acquisitions:
The goodwill acquired in the International Package segment was related to our February 2012 acquisition of Kiala S.A. (“Kiala”), a Belgium-based developer of a platform that enables e-commerce retailers to offer their shoppers the option of having goods delivered to a convenient retail location. Kiala currently operates in Belgium, France, Luxembourg, the Netherlands and Spain.
Pro forma results of operations have not been presented for these acquisitions in 2013 and 2012, because the effects of these transactions were not material in either period. The results of operations of these acquired companies have been included in our statements of consolidated income from the date of acquisition.
The remaining change in goodwill for both the International Package and Supply Chain & Freight segments was due to the impact of changes in the value of the U.S. Dollar on the translation of non-U.S. Dollar goodwill balances.
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 value, 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.

In 2013, we utilized a qualitative assessment to determine that it was more likely than not that the reporting unit fair value exceeded the carrying value for our Europe, Asia, Americas and MBE / The UPS Store reporting units. For the remaining reporting units, we utilized the two-step process to test goodwill for impairment. We did not have any goodwill impairment charges in 2013, 2012 or 2011. 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, 2013 and 2012 (in millions):
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Value
 
Weighted-
Average
Amortization
Period
(in years)
December 31, 2013
 
 
 
 
 
 
 
Trademarks, licenses, patents, and other
$
257

 
$
(108
)
 
$
149

 
6.2
Customer lists
118

 
(62
)
 
56

 
12.8
Franchise rights
117

 
(70
)
 
47

 
20.0
Capitalized software
2,420

 
(1,897
)
 
523

 
5.0
Total Intangible Assets, Net
$
2,912

 
$
(2,137
)
 
$
775

 
6.0
December 31, 2012
 
 
 
 
 
 
 
Trademarks, licenses, patents, and other
$
163

 
$
(80
)
 
$
83

 
 
Customer lists
131

 
(79
)
 
52

 
 
Franchise rights
117

 
(64
)
 
53

 
 
Capitalized software
2,197

 
(1,782
)
 
415

 
 
Total Intangible Assets, Net
$
2,608

 
$
(2,005
)
 
$
603

 
 

Licenses with a carrying value of $5 million as of December 31, 2013 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. We incurred impairment charges on intangible assets of $13 million during 2013, while there were no impairments of any finite-lived or indefinite-lived intangible assets in 2012 or 2011.
Amortization of intangible assets was $185, $244 and $228 million during 2013, 2012 or 2011, respectively. Expected amortization of finite-lived intangible assets recorded as of December 31, 2013 for the next five years is as follows (in millions): 2014—$239; 2015—$196; 2016—$140; 2017—$90; 2018—$46. Amortization expense in future periods will be affected by business acquisitions, software development, licensing agreements, sponsorships and other factors.