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FAIR VALUE MEASUREMENTS | 12 Months Ended
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Dec. 31, 2021
Fair Value Disclosures [Abstract] |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. To increase the comparability of fair value measures, the following hierarchy prioritizes the inputs in valuation methodologies used to measure fair value: Level 1 - Measurements that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 - Measurements that include other inputs that are directly or indirectly observable in the marketplace. Level 3 - Measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. These fair value measurements require significant judgment. In determining fair value, we use various valuation approaches within the fair value measurement framework. The valuation methodologies used for our assets and liabilities measured at fair value and their classification in the valuation hierarchy are summarized below: Fair value option investments and available-for-sale securities. We have fair value option investments and available-for-sale securities that we measure using the income approach. We measure the fair value of those available-for-sale securities using the discounted cash flow method. We have classified these investments as Level 3 due to the lack of observable market data over fair value inputs such as cash flow projections and discount rates. Contingent consideration. During the first quarter 2021, we settled a contingent consideration arrangement to the former owners of a business previously acquired in 2018. We use the income approach to value contingent consideration obligations based on future financial performance. We have previously classified our contingent consideration as Level 3 due to the lack of relevant observable market data over fair value inputs such as probability-weighting of payment outcomes. The following table provides a roll-forward of the fair value of recurring Level 3 fair value measurements for the years ended December 31, 2021, 2020 and 2019 (in thousands):
| Year Ended December 31,
| 2021 |  | 2020 |  | 2019
Assets |  |  |  |  |
Fair value option investments: |  |  |  |  |
Beginning balance | $ | — |  |  | $ | 1,405 |  |  | $ | 73,902 |
Total gains (losses) included in earnings | — |  |  | (1,405) |  |  | (72,497) |
Ending balance | $ | — |  |  | $ | — |  |  | $ | 1,405 |
Unrealized (losses) gains still held (1) | $ | — |  |  | $ | (1,405) |  |  | $ | (72,497) |
Preferred shares: |  |  |  |  |
Beginning balance | $ | — |  |  | $ | — |  |  | $ | 10,340 |
Total gains (losses) included in other comprehensive income (loss) | — |  |  | — |  |  | (379) |
Impairments included in earnings | — |  |  | — |  |  | (9,961) |
Ending balance | $ | — |  |  | $ | — |  |  | $ | — |
Unrealized gains (losses) still held (1) | $ | — |  |  | $ | — |  |  | $ | (10,340) |
Liabilities |  |  |  |  |
Contingent consideration: |  |  |  |  |
Beginning balance | $ | 326 |  |  | $ | 1,298 |  |  | $ | 1,529 |
Settlements of contingent consideration liabilities | (393) |  |  | (908) |  |  | (312) |
Foreign currency translation and total losses (gains) included in earnings | 67 |  |  | (64) |  |  | 81 |
Ending balance | $ | — |  |  | $ | 326 |  |  | $ | 1,298 |
Unrealized losses (gains) still held (1) | $ | — |  |  | $ | 6 |  |  | $ | 39 |
(1)Represents the unrealized gains or losses recorded in earnings and/or other comprehensive income (loss) during the period for assets and liabilities classified as Level 3 that are still held (or outstanding) at the end of the period. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities are measured at fair value on a nonrecurring basis, including assets that are written down to fair value as a result of an impairment or increased due to an observable price change in an orderly transaction. During the year ended December 31, 2021, we adjusted the carrying value of an other equity investment, which resulted in an unrealized gain of $89.1 million, and sold shares in two other equity investments for a gain of $6.4 million. For the year ended December 31, 2020, we recognized a $6.7 million impairment related to an other equity method investment. For the year ended December 31, 2019, we adjusted the carrying value of an other equity investment, which resulted in an unrealized gain of $51.4 million. See Note 6, Investments, for additional information. We recognized $7.7 million in non-cash impairment charges related to right-of-use assets - operating leases and leasehold improvements during the year ended December 31, 2021, which is included in Restructuring and related charges on our consolidated statements of operations. We recognized $109.5 million in non-cash impairment charges related to goodwill and $44.0 million in non-cash impairment charges related to long-lived assets during the year ended December 31, 2020, of which $21.6 million is included in Restructuring and related charges on our consolidated statements of operations. See Note 4, Property, Equipment and Software, Net, Note 5, Goodwill and Other Intangible Assets, Note 9, Leases and Note 14, Restructuring and Related Charges, for additional information. We classified the fair value of the Atairos Notes and 2026 Notes as a Level 3 measurement due to the lack of observable market data over fair value inputs such as our stock price volatility over the term of the respective note and our cost of debt. The estimated fair value of the 2026 Notes, that were issued in March and April 2021, was $183.3 million as of December 31, 2021 and the Atairos Notes, that were repurchased in May 2021, was $263.3 million as of December 31, 2020, both of which were determined using a lattice model. See Note 8, Financing Arrangements, for additional information. Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair ValueOur financial instruments not carried at fair value consist primarily of accounts receivable, restricted cash, short-term borrowings, accounts payable, accrued merchant and supplier payables and accrued expenses. The carrying values of those assets and liabilities approximate their respective fair values as of December 31, 2021 and 2020 due to their short-term nature.

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- Definition The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=123874694&loc=d3e19207-110258 + Details
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