
5.	BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

2016 Business Combinations Activity

During the nine months ended September 30, 2016, we completed 22 new acquisitions, as presented in the table below. These acquisitions reflect continued expansion of our annuity businesses while also more broadly growing scale in key regional markets across all business lines.



Acquired Company	Quarter of Acquisition	Country	Primary Service Line
ACREST	Q1	Germany	Property & Facility Management
Big Red Rooster	Q1	United States	Project & Development Services
Bill Goold Realty	Q1	Canada	Capital Markets & Hotels
Cobertura SA	Q1	Portugal	Capital Markets & Hotels
Colliers Baltimore	Q1	United States	Leasing/Property & Facility Management
Huntley, Mullaney, Spargo & Sullivan, Inc.	Q1	United States	Capital Markets & Hotels
Morii Appraisal and Investment Consulting	Q1	Japan	Advisory, Consulting and Other
Strategic Advisory Group	Q1	United States	Advisory, Consulting and Other
Trussard Property Consultants	Q1	South Africa	Leasing
Washington Partners	Q1	United States	Leasing
CTH	Q2	France	Project & Development Services
Dazheng	Q2	China	Advisory, Consulting and Other
Harry K. Moore	Q2	United States	Leasing
Merritt & Harris	Q2	United States	Project & Development Services
Procofin	Q2	Finland	Project & Development Services
Véronique Nocquet	Q2	France	Leasing
BRG	Q3	United States	Property & Facility Management
Integral UK Ltd.	Q3	England	Property & Facility Management
MSCI Global Occupiers	Q3	England	Advisory, Consulting and Other
PDM International	Q3	Greater China	Project & Development Services
Sage Capital Advisors	Q3	United States	Capital Markets & Hotels
Travis Commercial Real Estate Services	Q3	United States	Leasing

Aggregate terms of these acquisitions included: (1) cash paid at closing of $418.6 million, (2) guaranteed deferred consideration of $53.1 million subject only to the passage of time, and (3) contingent earn-out consideration of $90.5 million, which we will pay upon satisfaction of certain performance conditions and which we have recorded at their respective acquisition date fair value.

A preliminary allocation of this purchase consideration resulted in goodwill of $440.4 million, identifiable intangibles of $96.0 million, and other net assets (acquired assets less assumed liabilities) of $25.8 million. As of September 30, 2016, we have not completed our analysis to assign fair values to all of the identifiable intangible and tangible assets acquired and, therefore, we may further refine the purchase price allocations for our 2016 acquisitions during their open measurement periods.

During the nine months ended September 30, 2016, we paid $46.6 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. We also paid $2.8 million to acquire a portion of the redeemable noncontrolling interest related to our 2014 acquisition of Tenzing AB, a Swedish real estate services provider.

On July 31, 2016, we closed on the previously announced acquisition of Integral UK Ltd., a leading provider of mechanical and electrical property maintenance in the UK. The acquisition makes JLL one of the largest mobile engineering services providers for property worldwide and strengthens our ability to self-perform property maintenance for clients within EMEA, adding to the already strong base of transactional services.

2015 Business Combination Activity

During the nine months ended September 30, 2016, we made adjustments to our preliminary allocation of the purchase consideration for certain acquisitions completed in 2015. These adjustments resulted in a $10.2 million increase to goodwill and related decreases of $4.5 million and $5.7 million to identifiable intangibles and other net assets acquired (assets less acquired liabilities), respectively. As of September 30, 2016, we have not completed our analysis to assign fair values to all the identifiable intangible and tangible assets acquired and, therefore, we may further refine the purchase price allocations for our 2015 acquisitions with open measurement periods.

Earn-Out Payments

As of September 30, 2016, we had the potential to make a maximum of $417.0 million (undiscounted) in earn-out payments on 47 completed acquisitions, subject to the achievement of certain performance criteria. We accrued $210.1 million, representing the fair value of these obligations as of September 30, 2016, which we include in Other current and Other long-term liabilities within our Condensed Consolidated Balance Sheet. Assuming the achievement of the applicable performance criteria, we anticipate making these earn-out payments over the next seven years.

As of December 31, 2015, we had the potential to make a maximum of $230.4 million (undiscounted) in earn-out payments on 28 completed acquisitions, subject to the achievement of certain performance criteria. We accrued $127.3 million, representing the fair value of these obligations as of December 31, 2015, which is included in Other current and Other long-term liabilities within our Condensed Consolidated Balance Sheet.

Goodwill and Other Intangible Assets

Significant portions of our goodwill and unamortized intangibles are denominated in currencies other than the U.S. dollar, which means a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates. The tables below detail the foreign exchange impact on our goodwill and intangible balances. Goodwill and unamortized intangibles of $2,846.3 million as of September 30, 2016 consisted of: (1) goodwill of $2,546.8 million with indefinite useful lives that are not amortized, (2) identifiable intangibles of $290.7 million amortized over their remaining finite useful lives, and (3) $8.8 million of identifiable intangibles with indefinite useful lives that are not amortized.

The following tables detail, by reporting segment, movements in goodwill with indefinite useful lives.



	Real Estate Services
(in millions)	Americas		EMEA		Asia Pacific	LaSalle		Consolidated
Balance as of December 31, 2015	$	1,161.1	696.2		266.6	17.6		2,141.5
Additions, net of adjustments	174.2		239.8		36.6	—		450.6
Impact of exchange rate movements	0.8		(50.8	)	6.2	(1.5	)	(45.3	)
Balance as of September 30, 2016	$	1,336.1	885.2		309.4	16.1		2,546.8



	Real Estate Services
(in millions)	Americas			EMEA		Asia Pacific		LaSalle		Consolidated
Balance as of December 31, 2014	$	1,008.3		650.4		230.8		18.4		1,907.9
Additions, net of adjustments	15.3			77.5		42.5		—		135.3
Impact of exchange rate movements	(0.8		)	(32.8	)	(9.5	)	(0.5	)	(43.6	)
Balance as of September 30, 2015	$	1,022.8		695.1		263.8		17.9		1,999.6

The following tables detail, by reporting segment, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.



	Real Estate Services
(in millions)	Americas			EMEA		Asia Pacific		LaSalle		Consolidated
Gross Book Value
Balance as of December 31, 2015	$	297.1		48.5		14.3		6.3		366.2
Additions, net of adjustments	55.6			51.8		5.7		—		113.1
Impairments⁽¹⁾	—			—		—		(6.5	)	(6.5	)
Impact of exchange rate movements	(0.3		)	(4.7	)	0.5		0.3		(4.2	)
Balance as of September 30, 2016	$	352.4		95.6		20.5		0.1		468.6

Accumulated Amortization
Balance as of December 31, 2015	$	(97.0	)	(32.6	)	(9.3	)	(0.1	)	(139.0	)
Amortization, net	(25.5		)	(7.0	)	(1.3	)	—		(33.8	)
Impact of exchange rate movements	0.4			3.5		(0.2	)	—		3.7
Balance as of September 30, 2016	$	(122.1	)	(36.1	)	(10.8	)	(0.1	)	(169.1	)

Net book value as of September 30, 2016	$	230.3		59.5		9.7		—		299.5

(1) In the third quarter of 2016, we fully impaired an indefinite-lived intangible asset related to a 2011 acquisition of an Australian property fund management business.



	Real Estate Services
(in millions)	Americas			EMEA		Asia Pacific		LaSalle		Consolidated
Gross Book Value
Balance as of December 31, 2014	$	103.4		43.8		9.5		7.0		163.7
Additions, net of adjustments	4.6			6.1		5.3		—		16.0
Impact of exchange rate movements	(0.1		)	(1.9	)	(0.5	)	(0.9	)	(3.4	)
Balance as of September 30, 2015	$	107.9		48.0		14.3		6.1		176.3

Accumulated Amortization
Balance as of December 31, 2014	$	(84.9	)	(31.0	)	(8.9	)	(0.1	)	(124.9	)
Amortization, net	(5.3		)	(2.4	)	(1.7	)	—		(9.4	)
Impact of exchange rate movements	—			1.3		0.1		—		1.4
Balance as of September 30, 2015	$	(90.2	)	(32.1	)	(10.5	)	(0.1	)	(132.9	)

Net book value as of September 30, 2015	$	17.7		15.9		3.8		6.0		43.4

We amortize our identifiable intangible assets with finite lives on a straight-line basis over their estimated useful lives. The remaining estimated future amortization expense by year as of September 30, 2016 is presented in the following table.



(in millions)
2016 (3 months)	$	14.8
2017	54.1
2018	50.2
2019	42.0
2020	35.7
2021	25.6
Thereafter	68.3
Total	$	290.7