XML 40 R26.htm IDEA: XBRL DOCUMENT v3.19.3
Business Combinations, Goodwill and Other Intangible Assets (Tables)
 9 Months Ended
Sep. 30, 2019
Schedule of Business Acquisitions, Pro Forma Revenue [Line Items]  
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block]
The following is a summary of the preliminary estimate of the finite-lived intangible assets acquired in connection with the HFF acquisition.
Intangible Asset Class ($ in millions)
Weighted Average Amortization Period
Fair Value at Acquisition Date
Mortgage servicing rights (MSRs)
6.2 years
$
156.7

Other identified intangibles1
6.0 years
193.2

Total finite-lived intangibles acquired
 
$
349.9
Schedule of Business Acquisitions, Pro Forma Revenue [Table Text Block]
The following table provides unaudited pro forma results of operations assuming the acquisition of HFF occurred as of January 1, 2018.
 
Three Months Ended September 30,
 
Nine Months Ended
September 30,
(in millions)
2019
2018
 
2019
2018
Revenue
$
4,495.6

4,131.1

 
$
12,908.0

11,871.0

Net income attributable to common shareholders
167.2

140.8

 
305.1

277.9
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] The following table details the total consideration transferred.
(in millions)
Amount
Cash consideration(1)
$
1,029.5

Share consideration(2)
809.2

JLL RSUs issued to replace unvested HFF RSUs(3)
32.0

Total consideration
$
1,870.7


We expect to complete the purchase price allocation in advance of, but not later than, one year from the acquisition date.
Description (in millions)
 
July 1, 2019
Total acquisition consideration
 
$
1,870.7

 
 
 
Assets
 
 
Cash and cash equivalents
 
$
262.8

Trade receivables, net
 
14.8

Warehouse receivables (face amount of $766.0)
 
794.1

Prepaid & other current assets
 
43.0

Property and equipment
 
18.9

Operating lease right-of-use assets
 
53.5

Identified intangibles
 
349.9

Other assets
 
38.4

Total assets
 
$
1,575.4

Liabilities
 
 
Accounts payable and accrued liabilities
 
$
33.9

Accrued compensation & benefits
 
55.8

Warehouse facilities
 
766.0

Other current liabilities (includes short-term operating lease liabilities)
 
64.4

Deferred tax liabilities, net
 
86.7

Long-term operating lease liabilities
 
42.6

Other liabilities
 
45.1

Total liabilities
 
$
1,094.5

Net assets
 
$
480.9

Goodwill
 
$
1,389.8
Summary of Earn-out Payments [Table Text Block] As of September 30, 2019, we have completed our analysis to assign fair values to all the identifiable intangible and tangible assets acquired for our 2018 acquisitions.
Earn-Out Payments
($ in millions)
September 30, 2019
 
December 31, 2018
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria
48

 
54

Maximum earn-out payments (undiscounted)
$
289.5

 
407.3

Short-term earn-out liabilities (fair value)1
74.1

 
50.9

Long-term earn-out liabilities (fair value)1
99.7

 
141.1

1 Included in Short-term and Long-term acquisition-related obligations on the Condensed Consolidated Balance Sheets
Movements in Goodwill by Reporting Segment
The following tables detail, by reporting segment, movements in goodwill.
 
Real Estate Services
 
 
 
(in millions)
Americas
EMEA
Asia Pacific
LaSalle
 
Consolidated
Balance as of December 31, 2018
$
1,452.0

906.8

316.8

22.2

 
$
2,697.8

Additions, net of adjustments
1,392.9

1.6

—

35.5

 
1,430.0

Dispositions
—

(0.9
)
—

—

 
(0.9
)
Impact of exchange rate movements
0.3

(37.6
)
(4.6
)
(1.8
)
 
(43.7
)
Balance as of September 30, 2019
$
2,845.2

869.9

312.2

55.9

 
$
4,083.2

 
Real Estate Services
 
 
 
(in millions)
Americas
EMEA
Asia Pacific
LaSalle
 
Consolidated
Balance as of December 31, 2017
$
1,412.2

957.6

323.0

16.5

 
$
2,709.3

Additions, net of adjustments
21.0

—

9.1

—

 
30.1

Impact of exchange rate movements
(0.5
)
(39.5
)
(9.2
)
(0.5
)
 
(49.7
)
Balance as of September 30, 2018
$
1,432.7

918.1

322.9

16.0

 
$
2,689.7
Movements in Gross Carrying Amount and Accumulated Amortization of Finite-Lived Intangible Assets he following tables detail, by reporting segment, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.
 
MSRs
 
Other Intangibles
 
 
(in millions)
Americas
 
Americas
EMEA
Asia Pacific
LaSalle
 
Consolidated
Gross Carrying Amount
 
 
 
 
 
 
 
 
Balance as of December 31, 2018
$
266.2

 
90.0

83.1

23.5

43.9

 
$
506.7

Additions, net of adjustments (1)
208.3

 
194.5

—

—

10.3

 
413.1

Adjustment for fully amortized intangibles
(21.8
)
 
(0.7
)
(22.1
)
(2.0
)
—

 
(46.6
)
Impairments
—

 
(0.5
)
—

—

—

 
(0.5
)
Impact of exchange rate movements
—

 
—

(2.8
)
(0.8
)
(1.6
)
 
(5.2
)
Balance as of September 30, 2019
$
452.7

 
283.3

58.2

20.7

52.6

 
$
867.5

 
 
 
 
 
 
 
 
 
Accumulated Amortization
 
 
 

 

 

 

 
 

Balance as of December 31, 2018
$
(72.4
)
 
(38.8
)
(51.8
)
(6.8
)
—

 
$
(169.8
)
Amortization, net (2)
(41.6
)
 
(18.9
)
(7.5
)
(1.6
)
(2.0
)
 
(71.6
)
Adjustment for fully amortized intangibles
21.8

 
0.7

22.1

2.0

—

 
46.6

Impairments
—

 
0.5

—

—

—

 
0.5

Impact of exchange rate movements
—

 
—

2.2

0.2

—

 
2.4

Balance as of September 30, 2019
$
(92.2
)
 
(56.5
)
(35.0
)
(6.2
)
(2.0
)
 
$
(191.9
)
 


 
 
 
 
 
 
 
Net book value as of September 30, 2019
$
360.5

 
226.8

23.2

14.5

50.6

 
$
675.6

(1) Included in this amount for MSRs was $10.6 million relating to prepayments/write-offs due to prepayments of the underlying obligation for which we assumed, acquired or retained the servicing rights.
(2) Amortization of MSRs is included in Revenue before reimbursements within the Condensed Consolidated Statements of Comprehensive Income.
 
MSRs
 
Other Intangibles
 
 
(in millions)
Americas
 
Americas
EMEA
Asia Pacific
LaSalle
 
Consolidated
Gross Carrying Amount
 
 
 
 
 
 
 
 
Balance as of December 31, 2017
$
241.8

 
117.0

88.8

23.3

—

 
$
470.9

Additions, net of adjustments (1)
36.8

 
3.6

—

2.1

—

 
42.5

Adjustment for fully amortized intangibles
(17.2
)
 
(36.2
)
(1.7
)
(0.7
)
—

 
(55.8
)
Impact of exchange rate movements
—

 
0.3

(3.3
)
(2.0
)
—

 
(5.0
)
Balance as of September 30, 2018
$
261.4

 
84.7

83.8

22.7

—

 
$
452.6

 
 
 
 
 
 
 
 
 
Accumulated Amortization
 
 
 

 

 

 

 
 

Balance as of December 31, 2017
$
(55.1
)
 
(61.3
)
(43.1
)
(6.4
)
—

 
$
(165.9
)
Amortization, net (2)
(32.2
)
 
(10.2
)
(9.5
)
(1.9
)
—

 
(53.8
)
Adjustment for fully amortized intangibles
17.2

 
36.2

1.7

0.7

—

 
55.8

Impact of exchange rate movements
—

 
—

1.8

1.0

—

 
2.8

Balance as of September 30, 2018
$
(70.1
)
 
(35.3
)
(49.1
)
(6.6
)
—

 
$
(161.1
)
 
 
 
 
 
 
 
 
 
Net book value as of September 30, 2018
$
191.3

 
49.4

34.7

16.1

—

 
$
291.5

(1) Included in this amount for MSRs was $8.7 million relating to prepayments/write-offs due to prepayments of the underlying obligation for which we assumed, acquired or retained the servicing rights.
(2) Amortization of MSRs is included in Revenue before reimbursements within the Condensed Consolidated Statements of Comprehensive Income.
Future Amortization Expense for Finite-Lived Intangible Assets
The remaining estimated future amortization expense of MSRs and other identifiable intangible assets, by year, as of September 30, 2019, is presented in the following table.
(in millions)
MSRs
Other Intangibles
 
Total
2019 (remaining 3 months)
$
17.6

16.6

 
$
34.2

2020
62.9

51.2

 
114.1

2021
58.2

44.2

 
102.4

2022
49.9

38.6

 
88.5

2023
42.6

36.1

 
78.7

2024
34.9

34.2

 
69.1

Thereafter
94.4

44.2

 
138.6

Total
$
360.5

265.1

 
$
625.6