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Acquisitions
12 Months Ended
Dec. 31, 2012
Acquisitions

NOTE 3 — Acquisitions

During 2012, we acquired a travel management company in the Nordics. During 2011 and 2010, 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, 2012, in thousands:

 

     2012     2011     2010  

Goodwill

   $ 129,156      $ 22,522      $ 13,305   

Intangible assets with definite lives(1)

     111,864        21,567        5,211   

Net liabilities(2)

     (28,913     (590     (1,558
  

 

 

   

 

 

   

 

 

 

Total(3)

   $ 212,107      $ 43,499      $ 16,958   
  

 

 

   

 

 

   

 

 

 

 

(1) For 2012, acquired intangible assets primarily consist of customer and supplier relationship assets. In total, the weighted average life of acquired intangible assets during 2012, 2011 and 2010 was 8.1 years, 3.7 years and 3.5 years.
(2) Includes cash acquired of $13 million, $6 million and $1 million during 2012, 2011 and 2010.
(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.

Business combination accounting is preliminary for up to 12 months after the acquisition date and subject to revision, and any change to the fair value of net assets acquired would be expected to lead to a corresponding change to the amount of goodwill recorded 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 2012, 2011 and 2010 was not significant.

In December 2012, we entered into a definitive agreement to acquire a 63% equity position (61.6% on a fully diluted basis) in trivago GmbH, a leading metasearch company in Germany, for total consideration of €477 million (approximately $647 million based on January 31, 2013 exchange rates) including €434 million in cash as well as €43 million in Expedia, Inc. common stock to be issued in five equal increments on or about each of the first through fifth anniversaries of the consummation of the acquisition. In connection with the acquisition, we will have the right to purchase from the minority shareholders, and minority shareholders will have the right to sell to us, 50% and 100% of the remaining shares of trivago at fair market value on the third and fifth anniversaries, respectively, of the consummation of the acquisition. The transaction is expected to close in the first half of 2013 pending approval from relevant competition authorities.