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发表于 2010-4-1 10:24:29
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淘宝的股权的事,对糊涂虫朋友蛮重要的,不妨详细谈谈。
Yahoo2008年年报的有关资料:
Note 4 INVESTMENTS IN EQUITY INTERESTS
As of December 31, investments in equity interests consisted of the following (dollars in thousands):
2007 2008
Percent
Ownership
of
Common
Stock
Alibaba Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,440,278 $2,216,659 44%
Alibaba.com . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,804 51,999 1%
Yahoo! Japan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 636,164 905,672 34%
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,671 3,115
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,180,917 $3,177,445
Equity Investment in Alibaba Group. On October 23, 2005, the Company acquired approximately 46 percent of
the outstanding common stock of Alibaba Group Holding Limited (“Alibaba Group”), which represented
approximately 40 percent on a fully diluted basis, in exchange for $1.0 billion in cash, the contribution of the
Company’s China-based businesses, including 3721 Network Software Company Limited (“Yahoo! China”), and
direct transaction costs of $8 million. Pursuant to the terms of a shareholder agreement, the Company has an
approximate 35 percent voting interest in Alibaba Group, with the remainder of its voting rights subject to a
voting agreement with Alibaba Group management. Other investors in Alibaba Group include SOFTBANK.
Alibaba Group is a privately-held company. Through its investment in Alibaba Group, the Company hascombined its search capabilities with Alibaba Group’s leading online marketplace and online payment system
and Alibaba Group’s strong local presence, expertise, and vision in the China market. These factors contributed
to a purchase price in excess of the Company’s share of the fair value of Alibaba Group’s net tangible and
intangible assets acquired resulting in goodwill.
The investment in Alibaba Group is being accounted for using the equity method, and the total investment,
including net tangible assets, identifiable intangible assets and goodwill, is classified as part of investments in
equity interests on the Company’s consolidated balance sheets. The Company records its share of the results of
Alibaba Group and any related amortization expense, one quarter in arrears, within earnings in equity interests in
the consolidated statements of income.
The Company’s initial purchase price was based on acquiring a 40 percent equity interest in Alibaba Group on a
fully diluted basis; however, the Company acquired a 46 percent interest based on outstanding shares. In
allocating the initial excess of the carrying value of the investment in Alibaba Group over its proportionate share
of the net assets of Alibaba Group, the Company allocated a portion of the excess to goodwill to account for the
estimated reductions in the carrying value of the investment in Alibaba that may occur as the Company’s equity
interest is diluted to 40 percent.
As of December 31, 2008, the Company’s ownership interest in Alibaba Group was approximately 44 percent
compared to 43 percent as of December 31, 2007. The 1 percent increase is due to an increase in ownership
interest resulting from the exchange of certain Alibaba Group shares previously held by employees for shares in
Alibaba.com Limited, the business-to-business e-commerce subsidiary of Alibaba Group, (“Alibaba.com”),
partly offset by a decrease in ownership interest resulting from the exercise of Alibaba Group’s employee stock
options.
In the initial public offering (“IPO”) of Alibaba.com on November 6, 2007, Alibaba Group sold an approximate
27 percent interest in Alibaba.com through the issuance of new Alibaba.com shares, the sale of previously held
shares in Alibaba.com, and the exchange of certain Alibaba Group shares previously held by Alibaba Group
employees for shares in Alibaba.com, resulting in a gain on disposal of interests in Alibaba.com. Accordingly, in
the first quarter of 2008, the Company recorded a non-cash gain of $401 million, net of tax, within earnings in
equity interests representing the Company’s share of Alibaba Group’s gain.
[此帖子已被 highlander 在 2010-4-1 10:36:31 编辑过] |
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