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, 2012
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, 2011
$

 
$
377

 
$
1,704

 
$
2,081

Acquired

 

 
46

 
46

Currency / Other

 
(16
)
 
(10
)
 
(26
)
Balance on December 31, 2011
$

 
$
361

 
$
1,740

 
$
2,101

Acquired

 
67

 

 
67

Currency / Other

 
2

 
3

 
5

Balance on December 31, 2012
$

 
$
430

 
$
1,743

 
$
2,173


Business Acquisitions
The increase in goodwill within the International Package segment in 2012 was due to the February 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. The acquisition broadens our service portfolio for business-to-consumer deliveries.
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.
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.
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.

We did not have any goodwill impairment charges in 2012, 2011 or 2010. 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, 2012 and 2011 (in millions):
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Value
 
Weighted-
Average
Amortization
Period
(in years)
December 31, 2012
 
 
 
 
 
 
 
Trademarks, licenses, patents, and other
$
163

 
$
(80
)
 
$
83

 
5.5
Customer lists
131

 
(79
)
 
52

 
11.5
Franchise rights
117

 
(64
)
 
53

 
20.0
Capitalized software
2,197

 
(1,782
)
 
415

 
3.1
Total Intangible Assets, Net
$
2,608

 
$
(2,005
)
 
$
603

 
4.4
December 31, 2011
 
 
 
 
 
 
 
Trademarks, licenses, patents, and other
$
146

 
$
(54
)
 
$
92

 
 
Customer lists
120

 
(66
)
 
54

 
 
Franchise rights
109

 
(58
)
 
51

 
 
Capitalized software
2,014

 
(1,626
)
 
388

 
 
Total Intangible Assets, Net
$
2,389

 
$
(1,804
)
 
$
585

 
 

Licenses with a carrying value of $5 million as of December 31, 2012 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 2012, 2011 or 2010.
Amortization of intangible assets was $244, $228 and $224 million during 2012, 2011 or 2010, respectively. Expected amortization of finite-lived intangible assets recorded as of December 31, 2012 for the next five years is as follows (in millions): 2013—$252; 2014—$168; 2015—$94; 2016—$14; 2017—$13. Amortization expense in future periods will be affected by business acquisitions, software development, licensing agreements, sponsorships and other factors.