Acquisitions, Goodwill, and Acquired Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2013

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

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

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

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	(100		)
	$	771

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(1) Amortization periods range from two to 10 years, with a weighted-average amortization period of eight years.

Business Acquisitions Pro Forma Financial Information

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

Summary of Goodwill Activity by Segment

The following summarizes our goodwill activity in 2013 and 2012 by segment (in millions):

	North America			International		Consolidated
Goodwill - January 1, 2012	$	1,533		$	422	$	1,955
New acquisitions (1)	403			184		587
Other adjustments (2)	1			9		10
Goodwill - December 31, 2012	1,937			615		2,552
New acquisitions	99			4		103
Other adjustments (2)	(3		)	3		—
Goodwill - December 31, 2013	$	2,033		$	622	$	2,655

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(1) Primarily consists of the goodwill of Kiva.

(2) Primarily consists of changes in foreign exchange.

Acquired Finite-Lived Intangible Assets by Major Class

Acquired intangible assets, included within “Other assets” on our consolidated balance sheets, consist of the following (in millions):

		December 31,
		2013							2012
	Weighted Average Life Remaining	Acquired Intangibles, Gross (1)		Accumulated Amortization (1)			Acquired Intangibles, Net		Acquired Intangibles, Gross (1)		Accumulated Amortization (1)			Acquired Intangibles, Net
Marketing-related	6.3	$	429	$	(156	)	$	273	$	422	$	(113	)	$	309
Contract-based	3.0	173		(110		)	63		177		(89		)	88
Technology- and content-based	4.4	278		(74		)	204		231		(30		)	201
Customer-related	2.4	368		(263		)	105		332		(205		)	127
Acquired intangibles (2)	4.2	$	1,248	$	(603	)	$	645	$	1,162	$	(437	)	$	725

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(1) Excludes the original cost and accumulated amortization of fully-amortized intangibles.

(2) Intangible assets have estimated useful lives of between one and 10 years.

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Expected future amortization expense of acquired intangible assets as of December 31, 2013 is as follows (in millions):

Year Ended December 31,
2014	$	157
2015	140
2016	121
2017	101
2018	54
Thereafter	72
	$	645