eBay 2012 Annual Report Download - page 106

Download and view the complete annual report

Please find page 106 of the 2012 eBay annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 162

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162

Note 3 – Business Combinations and Divestitures
Our acquisition activity in 2012 , 2011 and 2010 , was as follows:
2012 Acquisition and Divestiture Activity
During 2012, we completed three acquisitions, two of which are included in our Marketplaces segment and one in our Payments segment,
for aggregate purchase consideration of approximately $149 million , consisting primarily of cash. The allocation of the purchase consideration
resulted in net liabilities of approximately $21 million , purchased intangible assets of $70 million and goodwill of $100 million
. The allocations
of the purchase price for these acquisitions have been prepared on a preliminary basis and are subject to estimates, assumptions and other
uncertainties, and changes to those allocations may occur as additional information becomes available. The consolidated financial statements
include the operating results of the acquired businesses since the respective dates of the acquisitions. Pro forma results of operations have not
been presented because the effect of the acquisitions was not material to our financial results.
In May 2012, we completed the sale of Rent.com for proceeds of approximately $145 million , resulting in a gain of approximately $118
million . The results of operations from Rent.com are not material to any period presented.
2011 Acquisition and Divestiture Activity
During 2011, we completed thirteen acquisitions, including the acquisitions of GSI, brands4friends, GittiGidiyor and Zong. Allocation of
the purchase consideration for the business combinations completed in 2011 is summarized as follows:
The purchase consideration for each acquisition was allocated to the tangible assets and identifiable intangible assets acquired and
liabilities assumed based on their estimated fair values on the acquisition date, with the remaining unallocated purchase consideration recorded
as goodwill. The fair value assigned to identifiable intangible assets acquired was determined primarily by using valuation methods that discount
expected future cash flows to present value using estimates and assumptions determined by management. Purchased identifiable intangible assets
are amortized on a straight-line basis over the respective useful lives. We generally do not expect goodwill to be deductible for income tax
purposes.
GSI
Acquisition
We completed the acquisition of GSI on June 17, 2011 . GSI is a leading provider of ecommerce and interactive marketing services. We
acquired GSI to utilize its comprehensive integrated suite of online commerce and interactive marketing services to strengthen our ability to
connect buyers and sellers worldwide. We paid $29.25 per share, and assumed restricted stock-based awards with a fair value of approximately
$25 million , resulting in total consideration of approximately $2.4 billion . In addition, we paid an amount equal to $0.33 per share or
approximately $24 million , which was separate and distinct from the per share merger consideration, to certain GSI security holders in
connection with the settlement of litigation related to the acquisition of GSI and recorded that payment in general and administrative expenses.
GSI is reported as a separate segment.
F-14
Purchase
Consideration
Net Tangible
Assets Acquired/
(Liabilities
Assumed) Purchased
Intangible Assets
Goodwill
(In millions)
GSI
$
2,377
$
128
$
819
$
1,430
brands4friends
193
(33
)
76
150
GittiGidiyor
235
(9
)
53
191
Zong
232
(36
)
77
191
Other
402
(34
)
164
272
Total
$
3,439
$
16
$
1,189
$
2,234