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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
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Note 4—ACQUISITIONS, GOODWILL, AND ACQUIRED INTANGIBLE ASSETS

2012 Acquisition Activity

In May 2012, we acquired Kiva Systems, Inc. (“Kiva”) for a purchase price of $678 million. The primary reason for this acquisition was to improve fulfillment center productivity. Acquisition-related costs were expensed as incurred and were not significant. The aggregate purchase price of this acquisition was allocated as follows (in millions):

 

Purchase Price

  

Cash paid, net of cash acquired

   $ 613   

Stock options assumed

     65   
  

 

 

 
   $ 678   
  

 

 

 

Allocation

  

Goodwill

   $ 560   

Intangible assets (1):

  

Marketing-related

     5   

Contract-based

     3   

Technology-based

     168   

Customer-related

     17   
  

 

 

 
     193   

Property and equipment

     9   

Deferred tax assets

     34   

Other assets acquired

     41   

Deferred tax liabilities

     (81

Other liabilities assumed

     (78
  

 

 

 
   $ 678   
  

 

 

 

 

(1) Acquired intangible assets have estimated useful lives of between four and 10 years, with a weighted-average amortization period of five years.

The fair value of assumed stock options was estimated using the Black-Scholes model. We determined the estimated fair value of identifiable intangible assets acquired primarily by using the income and cost approaches. These assets are included within “Other assets” on our consolidated balance sheets and are being amortized to operating expenses on a straight-line or accelerated basis over their estimated useful lives.

Pro Forma Financial Information – 2012 Acquisition Activity (unaudited)

Kiva was consolidated into our financial statements starting on its acquisition date. The net sales and operating loss of Kiva recorded in our consolidated statement of operations from its acquisition date through December 31, 2012, were $61 million and $(62) million. The following pro forma financial information presents our results as if the Kiva acquisition had occurred at the beginning of 2011 (in millions):

 

     Year Ended
December 31,
 
     2012     2011  

Net sales

   $ 61,118      $ 48,157   

Net income (loss)

     (2     499   

 

53

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