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Business Combinations (Tables) | 12 Months Ended
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Dec. 31, 2024
Business Combinations [Abstract] |
Estimated Fair Values of Aggregate Assets and Liabilities Acquired | The following table summarizes the purchase price allocations and estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.
(in millions) |  | The Canopy Group |  |  | Quintes Holding B.V. |  |  | Other (1) |  |  | Total |
Business Segment |  | Retail |  |  | Retail |  |  | Various |  |  |  |
Effective date of acquisition |  | October 1, 2024 |  |  | November 1, 2024 |  |  | Various |  |  |  |
Cash paid |  | $ | 51 |  |  | $ | 695 |  |  | $ | 188 |  |  | $ | 934 |
Other payable |  |  | — |  |  |  | — |  |  |  | 27 |  |  |  | 27 |
Recorded earn-out payable |  |  | 11 |  |  |  | — |  |  |  | 62 |  |  |  | 73 |
Total consideration |  |  | 62 |  |  |  | 695 |  |  |  | 277 |  |  |  | 1,034 |
Maximum potential earn-out payable |  |  | 74 |  |  |  | — |  |  |  | 113 |  |  |  | 187 |
Allocation of purchase price: |  |  |  |  |  |  |  |  |  |  |  |
Cash and equivalents |  |  | — |  |  |  | — |  |  |  | 10 |  |  |  | 10 |
Fiduciary cash |  |  | — |  |  |  | 11 |  |  |  | 23 |  |  |  | 34 |
Fiduciary receivables |  |  | — |  |  |  | 10 |  |  |  | 5 |  |  |  | 15 |
Other current assets |  |  | — |  |  |  | 25 |  |  |  | 9 |  |  |  | 34 |
Goodwill |  |  | 39 |  |  |  | 468 |  |  |  | 200 |  |  |  | 707 |
Purchased customer accounts and other intangibles (2) |  |  | 23 |  |  |  | 302 |  |  |  | 74 |  |  |  | 399 |
Other assets |  |  | — |  |  |  | 17 |  |  |  | 3 |  |  |  | 20 |
Total assets acquired |  |  | 62 |  |  |  | 833 |  |  |  | 324 |  |  |  | 1,219 |
Fiduciary liabilities |  |  | — |  |  |  | (34 | ) |  |  | (28 | ) |  |  | (62 | )
Other current liabilities |  |  | — |  |  |  | (15 | ) |  |  | (3 | ) |  |  | (18 | )
Deferred income tax, net |  |  | — |  |  |  | (78 | ) |  |  | (9 | ) |  |  | (87 | )
Other long-term liabilities |  |  | — |  |  |  | (11 | ) |  |  | (1 | ) |  |  | (12 | )
Total liabilities assumed |  |  | — |  |  |  | (138 | ) |  |  | (41 | ) |  |  | (179 | )
Acquired non-controlling interest |  |  | — |  |  |  | — |  |  |  | (6 | ) |  |  | (6 | )
Net assets acquired |  | $ | 62 |  |  | $ | 695 |  |  | $ | 277 |  |  | $ | 1,034 |
(1) The other column represents current year acquisitions with total net assets acquired of less than $50 million and adjustments from prior year acquisitions that were made within the permitted measurement period. (2) The weighted average useful life of purchased customer accounts is 15 years.
Unaudited Proforma Results | These unaudited pro for ma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.
(UNAUDITED) |  | Year Ended December 31, |
(in millions, except per share data) |  | 2024 |  |  | 2023 |
Total revenues |  | $ | 4,929 |  |  | $ | 4,428 |
Net income attributable to the Company |  | $ | 1,012 |  |  | $ | 899 |
Net income per share: |  |  |  |  |  |
Basic |  | $ | 3.59 |  |  | $ | 3.22 |
Diluted |  | $ | 3.57 |  |  | $ | 3.20 |
Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables | The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2024, 2023 and 2022 were as follows:
|  | Year Ended December 31, |
(in millions) |  | 2024 |  |  | 2023 |  |  | 2022 |
Balance as of the beginning of the period |  | $ | 249 |  |  | $ | 252 |  |  | $ | 291 |
Additions to estimated acquisition earn-out payables from new acquisitions |  |  | 73 |  |  |  | 67 |  |  |  | 73 |
Assumed estimated acquisition earn-out payables |  |  | 3 |  |  |  | 21 |  |  |  | 35 |
Payments for estimated acquisition earn-out payables |  |  | (154 | ) |  |  | (119 | ) |  |  | (106 | )
Subtotal |  |  | 171 |  |  |  | 221 |  |  |  | 293 |
Net change in earnings from estimated acquisition earn-out payables: |  |  |  |  |  |  |  |  |
Change in fair value on estimated acquisition earn-out payables |  |  | (6 | ) |  |  | 14 |  |  |  | (46 | )
Interest expense accretion |  |  | 8 |  |  |  | 7 |  |  |  | 7 |
Net change in earnings from estimated acquisition earn out payables |  |  | 2 |  |  |  | 21 |  |  |  | (39 | )
Foreign currency translation adjustments during the year |  |  | (6 | ) |  |  | 7 |  |  |  | (2 | )
Balance as of December 31, |  | $ | 167 |  |  | $ | 249 |  |  | $ | 252 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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