Yahoo 2004 Annual Report Download - page 73

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The total purchase price of approximately $571 million consisted of $562 million in cash consideration, $6 million in
incurred liabilities and direct transaction costs of $3 million. The total cash consideration of approximately $562 million
less cash acquired of $39 million resulted in a net cash outlay of $523 million.
The allocation of the purchase price to the assets acquired and liabilities assumed based on the fair values was as follows
(in thousands):
Cash acquired $ 38,817
Other tangible assets acquired 24,068
Amortizable intangible assets
Trade name, trademark and domain name 61,300
Customer, affiliate, and advertiser related relationships 36,100
Developed technology and patents 9,100
Goodwill 453,555
Total assets acquired 622,940
Liabilities assumed (51,832)
Total $571,108
The amortizable intangible assets have useful lives not exceeding five years. No amount has been allocated to in-process
research and development, and approximately $454 million has been allocated to goodwill. Goodwill represents the excess
of the purchase price over the fair value of the net tangible and intangible assets acquired, and is not deductible for tax
purposes.
Musicmatch. On October 18, 2004, the Company completed the acquisition of Musicmatch, Inc. (‘‘Musicmatch’’), a
leading provider of personalized music software and services. The acquisition significantly increased the Company’s
presence in the digital music business and together with the Company’s current music services, Yahoo! Music, is expected
to provide one of the most comprehensive suite of music services for users, marketers, artists and record labels. These
factors contributed to a purchase price in excess of the fair value of Musicmatch’s net tangible and intangible assets
acquired, and as a result, the Company has recorded goodwill in connection with this transaction.
The total estimated purchase price of approximately $157 million consisted of $156 million in cash consideration, and
direct transaction costs of $1 million. The approximate $156 million of total cash consideration less cash acquired of
$3 million resulted in a net cash outlay of $153 million.
The preliminary allocation of the purchase price to the assets acquired and liabilities assumed based on the estimated fair
values was as follows (in thousands):
Cash acquired $ 2,516
Other tangible assets acquired 9,199
Amortizable intangible assets
Developed technology and patents 18,100
Customer contracts and related relationships 1,700
Trade name, trademark and domain name 1,100
Goodwill 172,456
Total assets acquired 205,071
Liabilities assumed (47,917)
Total $157,154
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