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Acquisitions and Other Investments | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Acquisitions and Other Investments | NOTE 3: ACQUISITIONS AND OTHER INVESTMENTS During the years ended December 31, 2019 and 2018, we acquired businesses which were accounted for as purchases of businesses under the acquisition method, or GAAP. We had no business acquisitions during the year ended December 31, 2017. The fair value of purchase consideration has been allocated to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values on the acquisition date, with the remaining amount recorded to goodwill. Acquired goodwill represents the premium we paid over the fair value of the net tangible and intangible assets acquired. We paid a premium in each of these transactions for a number of reasons, including expected operational synergies, the assembled workforces, and the future development initiatives of the assembled workforces. The results of each of these acquired businesses have been included in the consolidated financial statements beginning on the respective acquisition dates. Pro-forma results of operations for these acquisitions have not been presented as the financial impact to our consolidated financial statements, both individually and in aggregate, would not be materially different from historical results. For the years ended December 31, 2019 and 2018, acquisition-related costs which were expensed as incurred, were $2 million and not material, respectively, and are included in general and administrative expenses on our consolidated statements of operations. 2019 Acquisition of Businesses and Other Investments During the year ended December 31, 2019, we completed three acquisitions of businesses under GAAP with a total purchase price consideration of $110 million for 100% ownership of the following: (1) SinglePlatform, a leading online content management and syndication platform company based in the U.S. acquired in December 2019, (2) BookaTable, an online restaurant reservation and booking platform company based in the U.K. acquired in December 2019; and (3) Restorando, an online restaurant reservation and booking platform company based in Argentina acquired in February 2019. We paid cash consideration of $108 million, net of $2 million of cash acquired. The cash consideration was paid from our U.S. and European cash. The aggregate purchase price consideration was allocated to the fair value of assets acquired and liabilities assumed. The purchase price allocation of our 2019 acquisitions is preliminary and subject to revision as more information becomes available, primarily related to the estimated values of BookaTable intangible assets, but in any case will not be revised beyond twelve months after the acquisition date. Any change to the fair value of assets acquired or liabilities assumed will lead to a corresponding change to the purchase price allocable to goodwill in the period the adjustment is determined. The following summarizes the preliminary allocation, in millions:
|  | Total |
Goodwill (1) |  | $ | 85 |
Intangible assets (2) |  |  | 26 |
Net tangible assets (liabilities) (3) |  |  | (1 | )
Total purchase price consideration (4) |  | $ | 110 |
(1) | Goodwill of $50 million is not deductible for tax purposes.
(2) | Preliminary identifiable definite-lived intangible assets acquired during 2019 were comprised of trade names of $2 million with a weighted average life of 2 years, customer lists and supplier relationships of $10 million with a weighted average life of 8 years, subscriber relationships of $6 million with a weighted average life of approximately 3 years, and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of these businesses during 2019 was 6 years, and will be amortized on a straight-line basis over their estimated useful lives from acquisition date.
(3) | Primarily includes cash acquired of $2 million, accounts receivable of $3 million, prepaid expenses and other current assets of $2 million and liabilities assumed of $8 million, including accounts payable, accrued expenses and other current liabilities, and deferred revenue, which reflect their respective fair values at acquisition.
(4) | Subject to adjustment based on (i) final working capital adjustment calculations; and (ii) indemnification obligations for general representations and warranties of certain acquired company stockholders.
During the year ended December 31, 2019, we also invested $2 million in the equity securities of a privately-held company. Refer to “Note 7: Financial Instruments and Fair Value Measurements” for further disclosure on our non-marketable investments. 2018 Acquisition of Business During the year ended December 31, 2018, we acquired one business for a purchase price and net cash consideration of $23 million. The cash consideration was paid from our U.S. cash. The purchase price consideration of $23 million was allocated to the fair value of assets acquired and liabilities assumed. The following summarizes the final purchase price allocation, in millions:
|  | Total |
Goodwill (1) |  | $ | 11 |
Intangible assets (2) |  |  | 14 |
Deferred tax liabilities, net |  |  | (2 | )
Total purchase price consideration (3) |  | $ | 23 |
(1) | Goodwill is not deductible for tax purposes.
(2) | Identifiable definite-lived intangible assets acquired during 2018 were comprised of supplier relationships of $6 million with a weighted average life of 10 years and technology and other of $8 million with a weighted average life of approximately 6 years. The overall weighted-average life of the identifiable definite-lived intangible assets acquired in the purchase of this business during 2018 was 8 years, and will be amortized on a straight-line basis over the estimated useful lives from acquisition date.
(3) | Subject to adjustment based on indemnification obligations for general representations and warranties of certain acquired company stockholders.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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