Orbitz 2008 Annual Report Download - page 86

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ORBITZ WORLDWIDE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
3. Acquisitions
Assets acquired and liabilities assumed in business combinations are recorded in our consolidated balance sheets based upon their estimated fair values at
the respective acquisition dates. The results of operations of businesses acquired by us have been included in the consolidated statements of operations since their
respective dates of acquisition. The excess of the purchase price over the estimated fair values of the underlying assets acquired and liabilities assumed was
allocated to goodwill.
2006 Acquisition
Blackstone Acquisition On August 23, 2006, Blackstone and TCV acquired Travelport, which consisted of Cendant's travel distribution services
businesses, for $4.1 billion in cash. The assets acquired and liabilities assumed in connection with the Blackstone Acquisition were recorded at their relative fair
values on the acquisition date. This allocation was based on a valuation derived from assumptions and estimates provided by management. The preliminary
allocation was subject to revision until final resolution was reached on certain outstanding contingent liabilities. During the third quarter of 2007, the allocation
of the purchase price was finalized. We were allocated $1.3 billion of the $4.1 billion purchase price based on the relative fair value of the businesses included in
the acquisition. The table below summarizes the final allocation of the purchase price to our businesses:
Amount
(in millions)
Cash $ 26
Current assets 101
Property and equipment 161
Other non-current assets 90
Intangible assets(a) 405
Goodwill 1,186
Total assets 1,969
Total current liabilities 402
Total non-current liabilities 270
Total liabilities 672
Fair value of net assets acquired $ 1,297
(a)
This amount represents $310 million of indefinite-lived trademarks, $91 million of customer relationships with an estimated
weighted-average life of six years and $4 million of other intangible assets with an estimated weighted-average life of seven
years.
The total amount of goodwill that was assigned to us was $1.2 billion. Tax amortizable goodwill exists from a prior transaction, and any carryover tax basis
associated with the goodwill amount is expected to be tax deductible. No additional tax amortizable goodwill arose from the Blackstone Acquisition.
79
Source: Orbitz Worldwide, In, 10-K/A, August 28, 2008