Description of the Business and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table summarizes an aggregate disclosure related to business acquisitions completed through September 30, 2021 and is based on the preliminary allocations of the purchase price expected to be finalized by the fourth quarter of 2021, pending completion of the valuation analyses for acquired intangible assets:

	Total Consideration		Cash paid, net of cash acquired		Contingent Consideration(1)		Allocation of purchase price to Intangible assets, net(2)		Weighted average useful life of acquired intangible assets		Excess purchase price allocated to Goodwill(3)
Acquisitions related to continuing operations	$	60	$	40	$	15	$	21	6.5	Years	$	39
Acquisitions related to discontinued operations(4)	106		18		25		35		6	Years	77
Aggregate total	$	166	$	58	$	40	$	56			$	116
(1) Contingent acquisition consideration values are primarily based on reaching certain earnings-based metrics, with a cumulative maximum payout of up to $64 million as of September 30, 2021 and were determined by fair value and included in the consideration transferred. The fair value was primarily determined using an income approach method and level 3 inputs in the hierarchy as established by ASC 820. The maximum contingent acquisition consideration liability related to continuing operations was $30 million as of September 30, 2021. The maximum contingent acquisition consideration liability related to discontinued operations was $34 million as of September 30, 2021.
(2) Intangible assets primarily consist of technology-based and customer relationship intangible assets. The fair value of these intangible assets was determined using an income approach method and level 3 inputs in the hierarchy as established by ASC 820. The discount rates and royalty rates used in the valuation analyses ranged between 15% and 29% and 1% and 52%, respectively.
(3) The factors contributing to the recognition of acquisition goodwill are based on customer offering diversification, expected synergies, assembled workforce and other strategic benefits. None of the resultant goodwill is expected to be deductible for income tax purposes.
(4) The SportCast acquisition’s total consideration transferred included $63 million in fair value of the SportCast Option, which resulted in a $63 million gain recorded in the Net income from discontinued operations, net of tax, line item in our consolidated statements of operations for the nine-months ended September 30, 2021 due to the increase in fair value of the SportCast Option. The fair value of the Sportscast Option has been preliminarily determined using an income approach method and level 3 inputs in the hierarchy as established by ASC 820. The discount rate used in the valuation analyses was 15%.