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Business Combinations | 6 Months Ended
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Jun. 30, 2022
Business Combinations [Abstract] |
Business Combinations | 3. Business Combinations During the six-month period ended June 30, 2022, we acquired substantially all of the net assets of the following firms in exchange for our common stock and/or cash. These acquisitions have been accounted for using the acquisition method for recording business combinations (in millions, except share data):
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Total |  |  | Maximum |
|  | Common |  |  | Common |  |  |  |  |  |  |  |  |  |  |  | Recorded |  |  | Recorded |  |  | Potential |
Name and Effective |  | Shares |  |  | Share |  |  |  |  |  | Accrued |  |  | Escrow |  |  | Earnout |  |  | Purchase |  |  | Earnout |
Date of Acquisition |  | Issued |  |  | Value |  |  | Cash Paid |  |  | Liability |  |  | Deposited |  |  | Payable |  |  | Price |  |  | Payable |
|  | (000s) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Devitt Insurance Services Ltd February 1, 2022 (DIS) |  |  | — |  |  | $ | — |  |  | $ | 73.6 |  |  | $ | 1.3 |  |  | $ | 3.4 |  |  | $ | 12.5 |  |  | $ | 90.8 |  |  | $ | 12.5 |
Innovu Group Holding Company Limited June 1, 2022 (IGH) |  |  | — |  |  |  | — |  |  |  | 85.4 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 85.4 |  |  |  | — |
Twelve other acquisitions completed in 2022 |  |  | — |  |  |  | — |  |  |  | 164.7 |  |  |  | 6.5 |  |  |  | 9.1 |  |  |  | 35.5 |  |  |  | 215.8 |  |  |  | 79.2 |
|  |  | — |  |  | $ | — |  |  | $ | 323.7 |  |  | $ | 7.8 |  |  | $ | 12.5 |  |  | $ | 48.0 |  |  | $ | 392.0 |  |  | $ | 91.7 |
On December 1, 2021, we acquired substantially all of the Willis Towers Watson plc treaty reinsurance brokerage operations for an initial gross consideration of $3.25 billion, and potential additional consideration of $750 million subject to certain third-year revenue targets. As of the date of this filing, there is one remaining of the initial twelve international operations with deferred closings that is subject to local regulatory approval and is expected to close in third quarter 2022. As of the initial closing date, we were the beneficial owners of the operating activity for the twelve deferred closings locations. Together with our existing operations, the combined businesses will trade as Gallagher Re from more than 70 offices across 31 countries and incorporate approximately 2,200 employees. We funded the transaction using cash on hand, including the $1,437.9 million of net cash raised in our May 17, 2021 follow‑on public offering of our common stock, $850 million of net cash borrowed in our May 20, 2021 30-year senior note issuance, $750 million of net cash borrowed in our November 9, 2021 10-year ($400 million) and 30-year ($350 million) senior note issuances and short-term borrowings. Common shares issued in connection with acquisitions are valued at closing market prices as of the effective date of the applicable acquisition or on the days when the shares are issued, if purchase consideration is deferred. We record escrow deposits that are returned to us as a result of adjustments to net assets acquired as reductions of goodwill when the escrows are settled. The maximum potential earnout payables disclosed in the foregoing table represent the maximum amount of additional consideration that could be paid pursuant to the terms of the purchase agreement for the applicable acquisition. The amounts recorded as earnout payables, which are primarily based upon the estimated future operating results of the acquired entities over a two- to three-year period subsequent to the acquisition date, are measured at fair value as of the acquisition date and are included on that basis in the recorded purchase price consideration in the foregoing table. We will record subsequent changes in these estimated earnout obligations, including the accretion of discount, in our consolidated statement of earnings when incurred. The fair value of these earnout obligations is based on the present value of the expected future payments to be made to the sellers of the acquired entities in accordance with the provisions outlined in the respective purchase agreements, which is a Level 3 fair value measurement. In determining fair value, we estimated the acquired entity’s future performance using financial projections developed by management for the acquired entity and market participant assumptions that were derived for revenue growth and/or profitability. Revenue growth rates generally ranged from 3.0% to 14.0% for our 2022 acquisitions. We estimated future payments using the earnout formula and performance targets specified in each purchase agreement and the financial projections just described. We then discounted these payments to present value using a risk-adjusted rate that takes into consideration market-based rates of return that reflect the ability of the acquired entity to achieve the targets. The discount rate was 9.0% for all of our 2022 acquisitions. Changes in financial projections, market participant assumptions for revenue growth and/or profitability, or the risk-adjusted discount rate, would result in a change in the fair value of recorded earnout obligations. During the three-month periods ended June 30, 2022 and 2021, we recognized $14.0 million and $9.2 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. During the six-month periods ended June 30, 2022 and 2021, we recognized $23.4 million and $18.2 million, respectively, of expense in our consolidated statement of earnings related to the accretion of the discount recorded for earnout obligations in connection with our acquisitions. In addition, during the three-month periods ended June 30, 2022 and 2021, we recognized $47.8 million of income and $4.6 million of expense, respectively, related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised assumptions due to rising interest rates, increased market volatility and projections of future performance for 30 and 26 acquisitions, respectively. In addition, during the six-month periods ended June 30, 2022 and 2021, we recognized $36.3 million of income and $10.6 million of expense, respectively, related to net adjustments in the estimated fair value of the liability for earnout obligations in connection with revised assumptions due to rising interest rates, increased market volatility and projections of future performance for 50 and 48 acquisitions, respectively. The income adjustments in the three-month and six‑month periods ended June 30, 2022, primarily relate to the Willis Towers Watson plc treaty reinsurance brokerage operations acquisition earnout and reflect updated assumptions due to rising interest rates and increased market volatility, and does not reflect any material change seen in the underlying performance of this acquisition or the ultimate earnout expected to be paid at the end of the earnout measurement period. The aggregate amount of maximum earnout obligations related to acquisitions was $1,753.2 million as of June 30, 2022, of which $848.7 million was recorded in the consolidated balance sheet as of June 30, 2022, based on the estimated fair value of the expected future payments to be made, of which approximately $588.3 million can be settled in cash or stock at our option and $260.4 million must be settled in cash. The following is a summary of the estimated fair values of the net assets acquired at the date of each acquisition made in the six-month period ended June 30, 2022 (in millions):
|  |  |  |  |  |  |  | Twelve Other |  |  |  |
|  | DIS |  |  | IGH |  |  | Acquisitions |  |  | Total |
Cash and restricted cash |  | $ | 3.9 |  |  | $ | 7.8 |  |  | $ | 6.7 |  |  | $ | 18.4 |
Other current assets |  |  | 18.5 |  |  |  | 6.5 |  |  |  | 47.0 |  |  |  | 72.0 |
Fixed assets |  |  | 0.4 |  |  |  | 0.5 |  |  |  | 0.9 |  |  |  | 1.8 |
Noncurrent assets |  |  | 1.3 |  |  |  | 2.0 |  |  |  | 5.9 |  |  |  | 9.2 |
Goodwill |  |  | 54.4 |  |  |  | 47.2 |  |  |  | 112.0 |  |  |  | 213.6 |
Expiration lists |  |  | 33.3 |  |  |  | 35.0 |  |  |  | 101.5 |  |  |  | 169.8 |
Non-compete agreements |  |  | 4.1 |  |  |  | 4.0 |  |  |  | 2.7 |  |  |  | 10.8 |
Trade names |  |  | 0.8 |  |  |  | 0.8 |  |  |  | 0.1 |  |  |  | 1.7 |
Total assets acquired |  |  | 116.7 |  |  |  | 103.8 |  |  |  | 276.8 |  |  |  | 497.3 |
Current liabilities |  |  | 15.3 |  |  |  | 11.2 |  |  |  | 47.4 |  |  |  | 73.9 |
Noncurrent liabilities |  |  | 10.6 |  |  |  | 7.2 |  |  |  | 13.6 |  |  |  | 31.4 |
Total liabilities assumed |  |  | 25.9 |  |  |  | 18.4 |  |  |  | 61.0 |  |  |  | 105.3 |
Total net assets acquired |  | $ | 90.8 |  |  | $ | 85.4 |  |  | $ | 215.8 |  |  | $ | 392.0 |
Among other things, these acquisitions allow us to expand into desirable geographic locations, further extend our presence in the retail and wholesale insurance and reinsurance brokerage markets and increase the volume of general services currently provided. The excess of the purchase price over the estimated fair value of the tangible net assets acquired at the acquisition date was allocated to goodwill, expiration lists, non-compete agreements and trade names in the amounts of $213.6 million, $169.8 million, $10.8 million and $1.7 million, respectively, within the brokerage and risk management segments. Provisional estimates of fair value are established at the time of each acquisition and are subsequently reviewed and finalized within the first year of operations subsequent to the acquisition date to determine the necessity for adjustments. During this period, we may use independent third-party valuation specialists to assist us in finalizing the fair value of assets acquired and liabilities assumed. Fair value adjustments, if any, are most common to the values established for amortizable intangible assets, including expiration lists, non‑compete agreements, acquired software, and for earnout liabilities, with the offset to goodwill, net of any income tax effect. Provisional estimates of fair value were used by us to initially record the acquisition of the Willis Towers Watson plc treaty reinsurance brokerage operations as of the December 1, 2021 acquisition date. We are using independent third party valuation specialists to assist us in determining the fair value of assets acquired and liabilities assumed for this transaction. As of June 30, 2022, and as of the date of this filing, the specialists have not fully completed their analysis and thus these fair value estimates remain provisional. However, based on the work performed to date, in the six‑month period ended June 30, 2022, we made adjustments to the amounts initially recorded for expiration lists, acquired software and for earnout liability. As a result of these adjustments, the amount allocated to expiration lists decreased by $608.0 million, the amount allocated to acquired software increased by $59.1 million and the fair value of the earnout liability as of the acquisition date decreased by $1.6 million. In addition, a net working capital adjustment of $121.4 million was recorded in second quarter 2022 related to this transaction, which resulted in a decrease in the initial purchase price consideration paid. These non-cash adjustments resulted in a net increase to goodwill of $425.9 million. The reason for the lower value allocated to expiration lists is due to receipt of additional information regarding average customer lives and the higher value allocated to the acquired software which is result of the incorporation of additional information related to the licensing of certain software applications. These provisional fair value estimates will be subsequently reviewed and adjusted based on the results of the final valuation we expect to complete in third quarter 2022. In addition, there is one remaining international deferred closing, which may also cause goodwill adjustments to be made in third quarter 2022. The fair value of the tangible assets and liabilities for each applicable acquisition at the acquisition date approximated their carrying values. In general, the fair value of expiration lists was established using the excess earnings method, which is an income approach based on estimated financial projections developed by management for each acquired entity using market participant assumptions. Revenue growth and attrition rates generally ranged from 3.2% to 5.2% and 5.5% to 9.5%, respectively, for our 2021 acquisitions for which valuations were performed in 2022. We estimate the fair value as the present value of the benefits anticipated from ownership of the subject expiration list in excess of returns required on the investment in contributory assets necessary to realize those benefits. The rate used to discount the net benefits was based on a risk-adjusted rate that takes into consideration market-based rates of return and reflects the risk of the asset relative to the acquired business. These discount rates generally ranged from 10.0% to 16.5% for our 2021 acquisitions for which valuations were performed in 2022. The fair value of non-compete agreements was established using the profit differential method, which is an income approach based on estimated financial projections developed by management for the acquired company using market participant assumptions and various non-compete scenarios. Expiration lists, non-compete agreements and trade names related to our acquisitions are amortized using the straight-line method over their estimated useful lives (two to fifteen years for expiration lists, two to six years for non-compete agreements and two to fifteen years for trade names), while goodwill is not subject to amortization. We use the straight-line method to amortize these intangible assets because the pattern of their economic benefits cannot be reasonably determined with any certainty. We review all of our identifiable intangible assets for impairment periodically (at least annually) and whenever events or changes in business circumstances indicate that the carrying value of the assets may not be recoverable. In reviewing identifiable intangible assets, if the undiscounted future cash flows were less than the carrying amount of the respective (or underlying) asset, an indicator of impairment would exist and further analysis would be required to determine whether or not a loss would need to be charged against current period earnings as a component of amortization expense. Based on the results of impairment reviews during the six-month periods ended June 30, 2022 and 2021, we wrote off $0.4 million and $13.1 million, respectively, of amortizable assets related to the brokerage and risk management segments. Of the $169.8 million of expiration lists, $10.8 million of non-compete agreements and $1.7 million of trade names related to our acquisitions made during the six-month period ended June 30, 2022, $101.0 million, $10.2 million and $1.7 million, respectively, is not expected to be deductible for income tax purposes. Accordingly, we recorded a deferred tax liability of $22.5 million, and a corresponding amount of goodwill, in the six-month period ended June 30, 2022, related to the nondeductible amortizable intangible assets. Our consolidated financial statements for the six-month period ended June 30, 2022 include the operations of the entities acquired in the six-month period ended June 30, 2022 from their respective acquisition dates. The following is a summary of the unaudited pro forma historical results, as if these entities had been acquired at January 1, 2021 (in millions, except per share data):
| Three-month period ended |  |  | Six-month period ended |
| June 30, |  |  | June 30, |
| 2022 |  |  | 2021 |  |  | 2022 |  |  | 2021 |
Total revenues | $ | 2,048.5 |  |  | $ | 1,953.8 |  |  | $ | 4,501.8 |  |  | $ | 4,137.2 |
Net earnings attributable to controlling interests |  | 284.5 |  |  |  | 190.8 |  |  |  | 723.1 |  |  |  | 572.5 |
Basic net earnings per share |  | 1.35 |  |  |  | 0.95 |  |  |  | 3.45 |  |  |  | 2.89 |
Diluted net earnings per share |  | 1.33 |  |  |  | 0.93 |  |  |  | 3.38 |  |  |  | 2.83 |
The unaudited pro forma results above have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which actually would have resulted had these acquisitions occurred at January 1, 2021, nor are they necessarily indicative of future operating results. Annualized revenues of entities acquired during the six-month period ended June 30, 2022 totaled approximately $84.8 million. For the six-month period ended June 30, 2022, total revenues and net loss recorded in our unaudited consolidated statement of earnings related to our acquisitions made during the six-month period ended June 30, 2022 in the aggregate, were $18.7 million and $(1.7) million, respectively.

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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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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