2011 Acquisition Activity
In 2011, we acquired certain companies for an aggregate purchase price of $771 million. The primary reasons for these acquisitions, none
of which was individually material to our consolidated financial statements, were to expand our customer base and sales channels, including our consumer channels and subscription entertainment services. Acquisition-related costs were expensed as
incurred and were not significant. The aggregate purchase price of these acquisitions was allocated as follows (in millions):
|
|
|
|
|
| Purchase Price |
|
|
|
|
| Cash paid, net of cash acquired |
|
$ |
637 |
|
| Existing equity interest |
|
|
89 |
|
| Indemnification holdbacks |
|
|
25 |
|
| Stock options assumed |
|
|
20 |
|
|
|
|
|
|
|
|
$ |
771 |
|
|
|
|
|
|
| Allocation |
|
|
|
|
| Goodwill |
|
$ |
615 |
|
| Intangible assets (1): |
|
|
|
|
| Marketing-related |
|
|
130 |
|
| Customer-related |
|
|
94 |
|
| Contract-based |
|
|
6 |
|
|
|
|
|
|
|
|
|
230 |
|
| Property and equipment |
|
|
119 |
|
| Deferred tax assets |
|
|
49 |
|
| Other assets acquired |
|
|
68 |
|
| Accounts payable |
|
|
(65 |
) |
| Debt |
|
|
(70 |
) |
| Deferred tax liabilities |
|
|
(75 |
) |
| Other liabilities assumed (2) |
|
|
(100 |
) |
|
|
|
|
|
|
|
$ |
771 |
|
|
|
|
|
|
| (1) |
Amortization periods range from two to 10 years, with a weighted-average amortization period of eight years. |
| (2) |
Includes a $38 million contingent liability related to historic tax exposures. |
In addition to cash consideration and the fair value of vested stock options, the aggregate purchase price included the estimated fair value of our previous, noncontrolling interest in one of the acquired
companies. We remeasured this equity interest to fair value at the acquisition date and recognized a non-cash gain of $6 million in Equity-method investment activity, net of tax, in our 2011 consolidated statement of operations. 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. Purchased identifiable intangible 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 results of operations have not been presented because the effects of these acquisitions, individually and in the aggregate,
were not material to our consolidated results of operations.
2010 Acquisition Activity
In 2010, we acquired certain companies for an aggregate purchase price of $228 million, resulting in goodwill of $111 million and acquired
intangible assets of $91 million. The primary reasons for these acquisitions were to expand our customer base and sales channels. The purchase price was allocated to the
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