GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

The Company assesses goodwill and indefinite-lived intangible assets for impairment annually or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or the fair value of an indefinite-lived intangible asset below its carrying value. The Company also reviews definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of a definite-lived intangible asset may not be recoverable. The Company performs its annual assessment for impairment of goodwill and indefinite-lived intangible assets as of October 1 in connection with the preparation of its annual financial statements.

The Company determines the fair values of its reporting units using discounted cash flow ("DCF") analyses, and typically corroborates the concluded fair value using a market based valuation approach. Determining fair value requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows and appropriate discount rates. The expected cash flows used in the DCF analyses are based on the Company's most recent budget and, for years beyond the budget, the Company's estimates, which are based, in part, on forecasted growth rates. The discount rates used in the DCF analyses reflect the risks inherent in the expected future cash flows of the respective reporting units. Assumptions used in the DCF analyses, including the discount rate, are assessed annually based on the reporting units' current results and forecast, as well as macroeconomic and industry specific factors. The discount rates used in the Company's annual goodwill impairment assessment ranged from 13% to 25% in 2012 and 13% to 20% in 2011.

The Company determines the fair values of its indefinite-lived intangible assets using avoided royalty DCF analyses. Significant judgments inherent in these analyses include the selection of appropriate royalty and discount rates and estimating the amount and timing of expected future cash flows. The discount rates used in the DCF analyses reflect the risks inherent in the expected future cash flows generated by the respective intangible assets. The royalty rates used in the DCF analyses are based upon an estimate of the royalty rates that a market participant would pay to license the Company's trade names and trademarks. Assumptions used in the avoided royalty DCF analyses, including the discount rate and royalty rate, are assessed annually based on the actual and projected cash flows related to the asset, as well as macroeconomic and industry specific factors. The discount rates used in the Company's annual indefinite-lived impairment assessment ranged from 10% to 18% in 2012 and 13% to 20% in 2011, and the royalty rates used ranged from 1% to 9% in both 2012 and 2011.

In connection with its annual assessment in 2010, the Company identified and recorded impairment charges at the Other segment related to the write-down of the goodwill and indefinite-lived intangible assets of Shoebuy of $28.0 million and $4.5 million, respectively, and the write-down of an indefinite-lived intangible asset of Search & Applications of $11.0 million. The indefinite-lived intangible asset impairment charge at Shoebuy related to trade names and trademarks. The goodwill and indefinite-lived intangible asset impairment charges at Shoebuy reflected expectations of lower revenue and profit performance in future years due to Shoebuy's 2010 fourth quarter revenue and profit performance, which is its seasonally strongest quarter. The indefinite-lived intangible asset impairment charge at Search & Applications was primarily due to lower future revenue projections associated with a trade name and trademark based largely upon the impact of 2010's full year results.

The indefinite-lived and definite-lived intangible asset impairment charges are included in amortization of intangibles in the accompanying consolidated statement of operations.

The balance of goodwill and intangible assets, net is as follows:



	December 31,
	2012		2011
	(In thousands)
Goodwill	$	1,616,154	$	1,358,524
Intangible assets with indefinite lives	378,964		351,488
Intangible assets with definite lives, net	103,940		26,619
Total goodwill and intangible assets, net	$	2,099,058	$	1,736,631

The following table presents the balance of goodwill by reporting unit, including the changes in the carrying value of goodwill, for the year ended December 31, 2012:



	Balance at December 31, 2011		Additions		(Deductions)			Foreign Exchange Translation			Balance at December 31, 2012
	(In thousands)
Search & Applications	$	526,444	$	197,458	$	(252	)	$	—		$	723,650
Match	667,073		23,250		(555		)	(5,833		)	683,935
HomeAdvisor	109,947		1,880		—			(169		)	111,658
CityGrid Media	17,751		14,373		—			—			32,124
Local	127,698		16,253		—			(169		)	143,782
Connected Ventures	8,267		—		—			—			8,267
DailyBurn	7,323		—		—			—			7,323
Media	15,590		—		—			—			15,590
Shoebuy	21,719		—		—			—			21,719
Tutor	—		27,478		—			—			27,478
Other	21,719		27,478		—			—			49,197
Total	$	1,358,524	$	264,439	$	(807	)	$	(6,002	)	$	1,616,154

Additions primarily relate to the acquisition of The About Group.

The following table presents the balance of goodwill by reporting unit, including the changes in the carrying value of goodwill, for the year ended December 31, 2011:



	Balance at December 31, 2010		Additions		(Deductions)			Foreign Exchange Translation			Balance at December 31, 2011
	(In thousands)
Search & Applications	$	526,681	$	—	$	(237	)	$	—		$	526,444
Match	297,974		397,115		—			(28,016		)	667,073
HomeAdvisor	109,917		—		(3		)	33			109,947
CityGrid Media	17,450		301		—			—			17,751
Local	127,367		301		(3		)	33			127,698
Connected Ventures	8,436		—		(169		)	—			8,267
DailyBurn	7,323		—		—			—			7,323
Media	15,759		—		(169		)	—			15,590
Shoebuy	21,712		7		—			—			21,719
Other	21,712		7		—			—			21,719
Total	$	989,493	$	397,423	$	(409	)	$	(27,983	)	$	1,358,524

Additions principally relate to the acquisitions of Meetic and OkCupid.

The December 31, 2012, 2011 and 2010 goodwill balances include accumulated impairment losses of $916.9 million, $28.0 million and $11.6 million at Search & Applications, Shoebuy and Connected Ventures, respectively.

Intangible assets with indefinite lives are trade names and trademarks acquired in various acquisitions. At December 31, 2012, intangible assets with definite lives are as follows:



	Gross Carrying Amount		Accumulated Amortization			Net		Weighted-Average Useful Life (Years)
	(In thousands)
Content	$	47,800	$	(4,733	)	$	43,067	4.0
Technology	37,545		(11,663		)	25,882		2.9
Trade names	22,742		(7,044		)	15,698		3.6
Advertiser and supplier relationships	16,446		(7,676		)	8,770		4.4
Customer lists	11,800		(1,277		)	10,523		3.7
Total	$	136,333	$	(32,393	)	$	103,940	3.7

At December 31, 2011, intangible assets with definite lives are as follows:



	Gross Carrying Amount		Accumulated Amortization			Net		Weighted-Average Useful Life (Years)
	(In thousands)
Customer lists	$	18,050	$	(8,837	)	$	9,213	1.0
Technology	16,145		(3,858		)	12,287		2.2
Supplier relationships	8,946		(5,298		)	3,648		6.4
Trade names	6,063		(4,592		)	1,471		3.4
Total	$	49,204	$	(22,585	)	$	26,619	2.6

At December 31, 2012, amortization of intangible assets with definite lives for each of the next five years and thereafter is estimated to be as follows:



Years Ending December 31,	(In thousands)
2013	$	45,110
2014	30,637
2015	17,157
2016	7,435
2017	2,472
Thereafter	1,129
Total	$	103,940

- 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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