Expedia 2013 Annual Report Download - page 102

The aggregate purchase price consideration was $570 million, which included the cash paid to shareholders
of trivago of $554 million as well as $15 million for replaced employee stock-based awards of the acquiree. The
purchase price was allocated to the fair value of assets acquired and liabilities assumed as follows, in thousands:
Goodwill $ 633,436
Intangible assets with indefinite lives 220,416
Intangible assets with definite lives(1) 136,281
Net assets(2) 19,064
Deferred tax liabilities (111,379)
Redeemable noncontrolling interest (343,984)
Total $ 553,834
(1) Acquired definite-lived intangible assets primarily consist of technology, partner relationship and
non-compete agreement assets and have estimated useful lives of between 3 and 7 years with a weighted
average life of 3.7 years.
(2) Includes cash acquired of $13 million.
The value of the replaced employee stock-based awards of the acquiree was included in the purchase price
allocation with a corresponding offset to redeemable noncontrolling interest, because the replacement awards
were issued in subsidiary stock.
The goodwill of $633 million is primarily attributed to assembled workforce, operating synergies and
potential expansion into other global markets. The goodwill has been allocated to the Leisure segment and is not
expected to be deductible for tax purposes.
The fair value of the 37% noncontrolling interest was estimated to be $344 million at the time of acquisition
based on the fair value per share, excluding the control premium which was paid to certain shareholders in order
to obtain control. In addition, the purchase agreement contains certain put/call rights whereby we may acquire
and the minority shareholders of trivago may sell to us up to 50% and 100% of the minority shares of the
company at fair value during the first quarter of 2016 and 2018, respectively. As the noncontrolling interest is
redeemable at the option of the minority holders, we classified the balance as redeemable noncontrolling interest
with future changes in the fair value above the initial basis recorded as charges or credits to retained earnings (or
additional paid-in capital in absence of retained earnings). The put/call arrangement includes certain rollover
provisions that, if triggered, would cause the minority shares to be treated as though they become mandatorily
redeemable, and to be reclassified as a liability at the time such trigger becomes certain to occur. For further
information on redeemable noncontrolling interest, see Note 12 — Redeemable Noncontrolling Interests.
trivago’s results of operations have been included in our consolidated results from the transaction closing
date forward. Pro forma results of operations have not been presented as such pro forma financial information
would not be materially different from historical results. During 2013, the acquisition accounted for
approximately 4% of consolidated revenue for the year.
During 2012, we acquired VIA Travel, a travel management company in the Nordics. During 2011, we
acquired a number of travel product and service companies. The following table summarizes the allocation of the
purchase price for all acquisitions made during 2012 and 2011, in thousands:
2012 2011
Goodwill $129,156 $22,522
Intangible assets with definite lives(1) 111,864 21,567
Net liabilities(2) (28,913) (590)
Total(3) $212,107 $43,499
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