ACQUISITIONS, GOODWILL, AND ACQUIRED INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2012

Allocation of Aggregate Purchase Price of Acquisitions

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

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

2011 Acquisition Activity

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 (2)		(100	)

	$	771

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

(2)	Includes a $38 million contingent liability related to historic tax exposures.

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 2012 and 2011 by segment (in millions):


	North America		International			Consolidated
Goodwill - January 1, 2011	$	1,116	$	233		$	1,349
New acquisitions		417		198			615
Other adjustments (1)		—		(9	)		(9	)

Goodwill - December 31, 2011		1,533		422			1,955

New acquisitions (2)		403		184			587
Other adjustments (1)		1		9			10

Goodwill - December 31, 2012	$	1,937	$	615		$	2,552

(1)	Primarily includes changes in foreign exchange.

(2)	Primarily includes the goodwill of Kiva.

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,
			2012							2011
	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		7.3	$	422	$	(113	)	$	309	$	408	$	(74	)	$	334
Contract-based		3.9		177		(89	)		88		189		(74	)		115
Technology- and content-based		4.9		231		(30	)		201		37		(13	)		24
Customer-related		3.2		332		(205	)		127		343		(169	)		174

Acquired intangibles (2)		5.1	$	1,162	$	(437	)	$	725	$	977	$	(330	)	$	647

(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, 2012 is as follows (in millions):


Year Ended December 31,
2013	$	159
2014		143
2015		126
2016		103
2017		82
Thereafter		112

	$	725

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References+ Details

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References+ Details