Acquisitions and Other Investments

12 Months Ended

Dec. 31, 2019

NOTE 3 — Acquisitions and Other Investments

2019 Acquisition Activity

We had nominal acquisition activity during the year ended December 31, 2019. Refer to NOTE 18 – Liberty Expedia Holdings Transaction for details of this transaction completed during 2019.

2018 Acquisition and Other Investment Activity

During 2018, we completed two business combinations. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:



Goodwill	$	31
Intangibles with definite lives ⁽¹⁾	24
Deferred tax liabilities, net	(1		)
Total⁽²⁾	$	54

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(1)	Acquired intangible assets with definite lives have a weighted average useful life of 2.9 years.


(2)	Includes cash acquired of $1 million.

The goodwill recorded for the business combinations is not expected to be deductible for tax purposes. The results of operations were immaterial from the transaction close dates through December 31, 2018. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.

Other Investments. In December 2018, we made an additional investment of $70 million in Traveloka Holding Limited ("Traveloka"), a Southeast Asian online travel company, for which we made an initial investment during 2017. The initial investment in July 2017 of $350 million expanded our partnership to include deeper cooperation on hotel supply between our two companies. The majority of our investments are accounted for as a minority equity investment and included within long-term investment and other assets on the consolidated balance sheets with a small portion of the initial investment allocated to intangible assets.

2017 Acquisition Activity

During 2017, we completed several business combinations, one of which we made an initial investment in during 2015. The following summarizes the aggregate purchase price allocation for these acquisitions, in millions:



Goodwill	$	124
Intangibles with definite lives ⁽¹⁾	76
Net assets and non-controlling interests acquired ⁽²⁾	15
Deferred tax liabilities	(21		)
Total⁽³⁾	$	194

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(1)	Acquired intangible assets with definite lives have a weighted average useful life of 3.8 years.


(2)	Includes cash and restricted cash acquired of $6 million.


(3)	The total purchase price includes noncash consideration of $10 million related to the removal of a minority investment upon our acquisition of a controlling interest as well as $8 million related to replacement stock awards attributable to pre-acquisition service, with the remainder paid in cash during the period.

The redeemable non-controlling interest in one of our acquisitions is redeemable at an amount other than fair value requiring that each period we adjust the non-controlling interest to redemption value through earnings. In addition, another of our acquisitions made during the period includes redeemable non-controlling interests, which are redeemable at fair value requiring that each period we adjust the changes in the fair value of the non-controlling interest through retained earnings (or additional paid-in capital if there is no retained earnings). Fair value determinations are based on various valuation techniques, including market comparables and discounted cash flow projections.

Of the goodwill recorded for the business combinations, $12 million is expected to be deductible for tax purposes with the remainder not expected to be deductible. The results of operations were immaterial from the transaction close dates through December 31, 2017. Pro forma results have not been presented as such pro forma financial information would not be materially different from historical results.