NOTE 3 — Acquisitions and Other Investments

During 2011, 2010 and 2009, we acquired a number of travel product and service companies. The following table summarizes the allocation of the purchase price for all acquisitions made in the three years ended December 31, 2011, in thousands:


	2011			2010			2009
Goodwill	$	22,522		$	13,305		$	22,442
Intangible assets with definite lives⁽¹⁾		21,567			5,211			14,897
Net liabilities and non-controlling interests acquired⁽²⁾		(590	)		(1,558	)		(15,265	)

Total⁽³⁾	$	43,499		$	16,958		$	22,074

(1)	The weighted average life of acquired intangible assets during 2011, 2010 and 2009 was 3.7 years, 3.5 years and 5.1 years.

(2)	Includes cash acquired of $6 million, $1 million and $5 million during 2011, 2010 and 2009.

(3)

As of December 31, 2011, $3 million of the total purchase price was accrued with the remainder paid in cash during the respective years. For 2009, the total purchase price includes noncash consideration of $20 million related to the removal of an equity method investment upon our acquisition of a controlling interest, as discussed below, with the remainder paid in cash during the year.

The purchase price allocation of the 2011 acquisitions is preliminary for up to 12 months after the acquisition dates and subject to revision, and any change to the fair value of net assets acquired will lead to a corresponding change to the purchase price allocable to goodwill on a retroactive basis. The results of operations of each of the acquired businesses have been included in our consolidated results from each transaction closing date forward; their effect on consolidated revenue and operating income during 2011, 2010 and 2009 was not significant.

In 2009, we acquired an additional interest in an equity method investment for $3 million in cash, which was included within the 2009 total purchase price above, and which resulted in a 60% majority ownership interest and our consolidation of this entity. In conjunction with our acquisition of additional interest, we remeasured our previously held equity interest to fair value and recognized a loss of $5 million in other, net during the period. The fair value of the 40% noncontrolling interest in the company was estimated to be $15 million at the time of acquisition. Both fair value assessments were determined based on various valuation techniques, including market comparables and discounted cash flow projections. In addition, the noncontrolling interest contains certain rights, whereby we may acquire and the minority shareholders may sell to us the additional shares of the company, at fair value or at adjusted fair values at our discretion, during 2012. Changes in fair value of the shares for which the minority holders may sell to us are recorded to the noncontrolling interest, classified in other long-term liabilities, and as charges or credits to retained earnings (or additional paid-in capital in the absence of retained earnings). Fair value determinations are based on various valuation techniques, including market comparables and discounted cash flow projections. At December 31, 2011 and 2010, our redeemable noncontrolling interest balance was $14 million and $30 million.