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SEC Filings

10-K
AMAZON COM INC filed this Form 10-K on 01/30/2013
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Table of Contents

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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