Goodwill and Intangible Assets, Net

12 Months Ended

Dec. 31, 2012

NOTE 7 — Goodwill and Intangible Assets, Net

The following table presents our goodwill and intangible assets as of December 31, 2012 and 2011:


	December 31,
	2012		2011
	(In thousands)
Goodwill	$	3,015,670	$	2,877,301
Intangible assets with indefinite lives		657,865		657,776
Intangible assets with definite lives, net		163,554		86,122

	$	3,837,089	$	3,621,199

Impairment Assessments. We perform our annual assessment of possible impairment of goodwill and indefinite-lived intangible assets as of October 1, or more frequently if events and circumstances indicate that impairment may have occurred. As of October 1, 2012 and 2011, we had no impairments. Subsequent to the spin-off, we performed an interim assessment of goodwill and indefinite-lived intangible assets as of December 20, 2011 and also noted no impairments.

Goodwill. The following table presents the changes in goodwill by reportable segment:


	Leisure			Egencia			Total
	(In thousands)
Balance as of January 1, 2011	$	2,822,150		$	42,514		$	2,864,664
Additions		—			22,522			22,522
Foreign exchange translation		(7,664	)		(2,221	)		(9,885	)

Balance as of December 31, 2011		2,814,486			62,815			2,877,301
Additions		2,684			128,730			131,414
Foreign exchange translation		5,218			1,737			6,955

Balance as of December 31, 2012	$	2,822,388		$	193,282		$	3,015,670

In 2012 and 2011, the additions to goodwill relate primarily to our acquisitions as described in Note 3 — Acquisitions and are not expected to be deductible for tax purposes.

As of December 31, 2012 and 2011, accumulated goodwill impairment losses in total were $2.5 billion, which is associated with Leisure.

Indefinite-lived Intangible Assets. Our indefinite-lived intangible assets relate principally to trade names and trademarks acquired in various acquisitions.

Intangible Assets with Definite Lives. The following table presents the components of our intangible assets with definite lives as of December 31, 2012 and 2011:


	December 31, 2012							December 31, 2011
	Cost		Accumulated Amortization			Net		Cost		Accumulated Amortization			Net
	(In thousands)
Supplier relationships	$	282,884	$	(244,083	)	$	38,801	$	267,557	$	(234,363	)	$	33,194
Technology		209,901		(185,709	)		24,192		203,860		(178,712	)		25,148
Customer lists		109,971		(26,275	)		83,696		30,364		(18,899	)		11,465
Affiliate agreements		38,627		(33,911	)		4,716		34,782		(29,761	)		5,021
Other		267,728		(255,579	)		12,149		260,984		(249,690	)		11,294

Total	$	909,111	$	(745,557	)	$	163,554	$	797,547	$	(711,425	)	$	86,122

Amortization expense was $32 million, $22 million and $23 million for the years ended December 31, 2012, 2011 and 2010.

The estimated future amortization expense related to intangible assets with definite lives as of December 31, 2012, assuming no subsequent impairment of the underlying assets, is as follows, in thousands:


2013	$	37,172
2014		30,768
2015		18,155
2016		14,886
2017		14,795
2018 and thereafter		47,778

Total	$	163,554

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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