Business Combinations

9 Months Ended

Sep. 30, 2024

Business Combination and Asset Acquisition [Abstract]

On January 22, 2024, through the execution of a share purchase agreement, we acquired 100% ownership in Thirdera, an Elite ServiceNow Partner specializing in advisory, implementation and optimization solutions related to the ServiceNow platform.

On August 26, 2024, through the execution of a merger agreement, we acquired 100% ownership in Belcan, a leading global supplier of Engineering Research & Development services for the commercial aerospace, defense, space, marine and industrial verticals. We paid $1,195 million in cash, net of cash acquired, and issued 1,470,589 shares of our Class A common stock, valued at $113 million, in connection with our acquisition of Belcan.

The acquisitions completed during the nine months ended September 30, 2024 were not material to our operations. Accordingly, pro forma results have not been presented. We have allocated the purchase price related to these transactions to

tangible and intangible assets acquired and liabilities assumed, including goodwill, based on their estimated fair values.

The allocations of preliminary purchase price to the fair value of the aggregate assets acquired and liabilities assumed were as follows:


(in millions)	Thirdera		Belcan		Total		Weighted Average Useful Life
Cash	$	8	$	55	$	63
Trade accounts receivable	21		177		198
Other current assets	11		20		31
Property and equipment and other noncurrent assets	2		22		24
Operating lease assets	—		49		49
Non-deductible goodwill	178		668		846
Tax-deductible goodwill	166		—		166
Customer relationship assets	73		539		612		11.0 years
Other definite-lived intangible assets	1		—		1		1.0 year
Indefinite-lived intangible assets	—		45		45
Operating lease liabilities	—		(8)		(8)
Other current liabilities	(29)		(69)		(98)
Deferred income tax liabilities, net	(3)		(94)		(97)
Operating lease liabilities, noncurrent	—		(41)		(41)
Purchase price	$	428	$	1,363	$	1,791

Goodwill from our acquisition of Thirdera is expected to benefit all of our reportable segments and has been allocated as such. Goodwill from our acquisition of Belcan has been allocated to our Product and Resources segment. The primary items that generated goodwill are the acquired assembled workforce and synergies between the acquired companies and us, neither of which qualify as identifiable intangible assets. The above allocations are preliminary and will be finalized as soon as practicable within the measurement period, but in no event later than one year following the date of acquisition.