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Acquisitions | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions 2023 Acquisitions During the year ended December 31, 2023, the company completed sixteen in-fill business acquisitions, including nine in the Advisory Services segment, six in the Global Workplace Solutions segment and one in the Real Estate Investments segment, with an aggregate purchase price of approximately $311.5 million in cash and non-cash consideration. Assets acquired and liabilities assumed are primarily working capital in nature. The results of operations of all acquisitions completed during the year ended 2023 have been included in the company’s consolidated financial results since their respective acquisition dates. These acquisitions were not significant in relation to the company’s consolidated financial results and, therefore, pro-forma financial information has not been presented. The following table identifies the company’s allocation of purchase price to goodwill and other intangible assets by category (dollars in millions):
|  | Amount Assigned at Acquisition Date |  | Weighted-Average Life (in years)
Goodwill |  | $ | 199 |  |  | N/A
Customer relationships |  | 75 |  |  | 10 years
Other intangible assets |  | 7 |  |  | 4 years
Total |  | $ | 281 |  |  |
2022 Acquisitions During the year ended December 31, 2022, the company did not have acquisitions that were deemed material either individually or in the aggregate. Turner and Townsend On November 1, 2021, we acquired a 60% ownership interest in Turner & Townsend Holdings Limited (Turner & Townsend) which is reported in our Global Workplace Solutions segment. The acquisition was treated as a business combination under ASC 805 and was accounted for using the acquisition method of accounting. The acquisition was funded with cash on hand. The following summarizes the consideration transferred at closing for the Turner & Townsend Acquisition (dollars in millions):
Cash consideration (1) | $ | 723 |
Deferred consideration | 494 |
Total consideration | $ | 1,217 |
________________________________________________________________________________________________________________________________________ (1)Represents cash paid at closing The deferred consideration amount above, with the contractual payment dates of 3-4 years, presented at fair value, represents a total payment of $591.2 million less a discount of $96.9 million which will be accreted through the payment date as part of compensation expense and interest expense. The following represents the summary of the excess purchase price over the fair value of net assets acquired and fair value of non-controlling interest (dollars in millions):
Purchase price | $ | 1,217 |
Less: Estimated fair value of net assets acquired | 152 |
Plus: Estimated fair value of non-controlling interest (1) | 32 |
Excess purchase price over estimated fair value of net assets acquired | $ | 1,097 |
________________________________________________________________________________________________________________________________________ (1)Represents fair value of legacy non-controlling interest of Turner & Townsend The excess purchase price over the fair value of net assets acquired and non-controlling interest has been recorded to goodwill. The goodwill arising from the Turner & Townsend Acquisition consists largely of the synergies and opportunities to deliver a premier project, program and cost management services. The goodwill recorded in connection with the Turner & Townsend Acquisition was not deductible for tax purposes. The following table summarizes the preliminary fair values assigned to the identified assets acquired and liabilities assumed at the acquisition date on November 1, 2021.
(Dollars in millions) |
Assets Acquired: |
Cash and cash equivalents | $ | 44 |
Receivables and other current assets | 266 |
Other intangible assets, net | 1,105 |
Other assets, net | 110 |
Total assets acquired | 1,525 |
Liabilities Assumed: |
Accounts payable and other liabilities | 277 |
Non-current operating lease liabilities | 31 |
Deferred tax liability | 291 |
Total liabilities assumed | 599 |
Non-controlling Interest Acquired | 774 |
Estimated Fair Value of Net Assets Acquired | $ | 152 |
In connection with the Turner & Townsend Acquisition, below is a summary of the value allocated to the intangible assets acquired (dollars in millions):
Asset Class |  | Amortization Period |  | Amount Assigned at Acquisition Date |  |  |  |
Customer relationships |  | 5-11 years |  | $ | 754 |  |  |  |  |
Backlog |  | 2-4 years |  | 75 |  |  |  |  |
Trademark |  | Indefinite |  | 276 |  |  |  |  |
The accompanying consolidated statement of operations for the year ended December 31, 2021 includes revenue, operating income and net loss of $194.0 million, $0.5 million and $0.5 million, respectively, attributable to the Turner & Townsend Acquisition. This does not include direct transaction and integration costs of $44.6 million which were incurred during the year ended December 31, 2021 in connection with the Turner & Townsend Acquisition. The fair value of customer relationships and backlog was determined using the Multi-Period Excess Earnings Method (MPEEM), a form of the Income Approach. The MPEEM is a specific application of the Discounted Cash Flow Method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental cash flows attributable only to the subject intangible asset. This estimation used certain unobservable key inputs such as timing of projected cash flows, growth rates, customer attrition rates, discount rates, and the assessment of useful life. The fair value of the trademark was determined by using the Relief-from-Royalty Method, a form of the Income Approach, and relied on key unobservable inputs such as timing of the projected cash flows, growth rates, and royalty rates. The basic tenet of the Relief-from-Royalty Method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments. The fair value of the non-controlling interest was estimated by multiplying the implied value of a 100 percent equity interest in Turner & Townsend Holdings Limited by 40 percent. A discount for lack of marketability was not applied as the equity owners from Turner & Townsend Partners LLP maintain a significant equity stake and remain actively involved in the day to day operations of the business. Unaudited pro forma results, assuming the Turner & Townsend Acquisition had occurred as of January 1, 2020 for purposes of the pro forma disclosures for the years ended December 31, 2021 and 2020 are presented below. They include certain adjustments for increased amortization expense related to the intangible assets acquired (approximately $81.3 million and $97.5 million in 2021 and 2020, respectively) as well as increased depreciation expense related to the fixed assets acquired (approximately $5.5 million and $6.6 million in 2021 and 2020, respectively). Direct transaction and integration costs of $44.6 million as well as the tax impact of all pro forma adjustments are also included in the pro forma results. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the Turner & Townsend Acquisition occurred on January 1, 2020 and may not be indicative of future operating results (dollars in millions, except share data):
| Year Ended December 31,
| 2021 |  | 2020
Revenue | $ | 28,546 |  |  | $ | 24,716 |
Operating income | 1,706 |  |  | 944 |
Net income attributable to CBRE Group, Inc. | 1,873 |  |  | 705 |
Basic income per share: |  |  |
Net income per share attributable to CBRE Group, Inc. | $ | 5.59 |  |  | $ | 2.10 |
Weighted average shares outstanding for basic income per share | 335,232,840 |  |  | 335,196,296 |
Diluted income per share: |  |  |
Net income per share attributable to CBRE Group, Inc. | $ | 5.51 |  |  | $ | 2.08 |
Weighted average shares outstanding for diluted income per share | 339,717,401 |  |  | 338,392,210 |

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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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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