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ACQUISITIONS
 6 Months Ended
Jun. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
ACQUISITIONS ACQUISITIONS
The business combinations described below are accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed were recognized at fair value on the date of the transaction. Any excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded to goodwill. Goodwill typically results through expected synergies from combining operations of an acquiree and an acquirer, anticipated new customer acquisition and products, as well as from intangible assets that do not qualify for separate recognition.
Cortera
On March 19, 2021, the Company acquired 100% of Cortera, a provider of North American credit data and workflow solutions.
The table below details the total consideration relating to the acquisition:
Cash paid at closing $138 
Additional consideration paid to sellers in 2021 (1)
1 
Total consideration$139 
(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.
Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
Current assets$7 
Intangible assets:
Database (10 year useful life)
$38 
Customer relationships (18 year useful life)
9 
Product technology (8 year useful life)
9 
Trade name (5 year useful life)
1 
Total intangible assets (11 year weighted average useful life)
57 
Goodwill95 
Other assets2 
Liabilities:
Accounts payable and accrued liabilities$(1)
Deferred revenue(4)
Deferred tax liabilities(15)
Other liabilities(2)
Total liabilities(22)
Net assets acquired$139 
The Company has performed a preliminary valuation analysis of the fair market value of assets and liabilities of the Cortera business. The final purchase price allocation will be determined when the Company has completed and fully reviewed the detailed valuations. The final allocation could differ materially from the preliminary allocation. The final allocation may include changes in allocations to acquired intangible assets as well as goodwill and other changes to assets and liabilities including reserves for UTPs and deferred tax liabilities. The estimated useful lives of acquired intangibles assets are also preliminary.
Current assets in the table above include acquired cash of $4 million and accounts receivable of approximately $2 million.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary risk assessment products of the Company and Cortera, which is expected to extend the Company’s reach to new and evolving market segments as well as cost savings synergies, expected new customer acquisitions and products.
Goodwill, which has been assigned to the MA segment, is not deductible for tax purposes.
Transaction costs
Transaction costs directly related to the Cortera acquisition were not material.
RDC
On February 13, 2020, the Company acquired 100% of RDC, a provider of anti-money laundering and know-your-customer data and due diligence services.
The table below details the total consideration relating to the acquisition:
Cash paid at closing $700 
Additional consideration paid to sellers in 2020 (1)
2 
Total consideration$702 
(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.
Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
Current assets$24 
Intangible assets:
Customer relationships (25 year useful life)
$174 
Database (10 year useful life)
86 
Product technology (4 year useful life)
17 
Trade name (3 year useful life)
3 
Total intangible assets (19 year weighted average life)
280 
Goodwill494 
Other assets2 
Liabilities:
Accounts payable and accrued liabilities$(5)
Deferred revenue(20)
Deferred tax liabilities(71)
Other liabilities(2)
Total liabilities(98)
Net assets acquired$702 
Current assets in the table above include acquired cash of $6 million and accounts receivable of approximately $14 million.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary product portfolios of the Company and RDC, which is expected to extend the Company’s reach to new and evolving market segments as well as cost savings synergies, expected new customer acquisitions and products.
Goodwill, which has been assigned to the MA segment, is not deductible for tax purposes.
Transaction costs
Transaction costs directly related to the RDC acquisition were not material.