Yahoo 2012 Annual Report Download - page 98

The Company’s business combinations completed in 2010 did not have a material impact on the Company’s
consolidated financial statements, and therefore pro forma disclosures have not been presented.
Transactions completed in 2011
interclick. On December 14, 2011, the Company completed the acquisition of interclick, inc. (“interclick”)
through an all cash tender offer for all outstanding shares of common stock of interclick at $9.00 per share. With
interclick, the Company acquired innovative data targeting capabilities, optimization technologies and new
premium supply, as well as a team experienced in selling audiences across disparate sources of pooled supply.
The purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired from
interclick and, as a result, the Company recorded goodwill in connection with this transaction. Under the terms of
the agreement, the Company acquired all of the equity interests (including all outstanding options) in interclick.
interclick stockholders and vested option holders were paid in cash, and outstanding interclick unvested options
and restricted stock awards were assumed. Assumed options are exercisable for shares of Yahoo! common stock.
The total purchase price of $259 million consisted of cash consideration. In connection with the acquisition, the
Company issued stock-based awards valued at $9 million which is being recognized as stock-based
compensation expense as the awards vest over a period of up to 4 years.
The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was
as follows (in thousands):
Cash acquired ...................................................................... $ 4,369
Other tangible assets acquired ......................................................... 71,711
Amortizable intangible assets:
Customer contracts and related relationships .......................................... 42,700
Developed technology and patents .................................................. 35,600
Trade name, trademark, and domain name ........................................... 600
Goodwill .......................................................................... 171,641
Total assets acquired ............................................................ 326,621
Liabilities assumed .................................................................. (68,120)
Total ......................................................................... $258,501
The amortizable intangible assets have useful lives not exceeding six years and a weighted average useful life of
five years. No amounts have been allocated to in-process research and development and $172 million has been
allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible
and identifiable intangible assets acquired and is not deductible for tax purposes. The goodwill recorded in
connection with this acquisition is included in the Americas segment.
Other Acquisitions—Business Combinations. During the year ended December 31, 2011, the Company acquired
three other companies, which were accounted for as business combinations. The total purchase price for these
acquisitions was $72 million. The total cash consideration of $72 million less cash acquired of $3 million
resulted in a net cash outlay of $69 million. Of the total purchase price, $49 million was allocated to goodwill,
$26 million to amortizable intangible assets, $3 million to cash acquired, and $6 million to net assumed
liabilities. 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.
The Company’s business combinations completed in 2011 did not have a material impact on the Company’s
consolidated financial statements, and therefore pro forma disclosures have not been presented.
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