Restructuring and Acquisition Charges

12 Months Ended

Dec. 31, 2020

Restructuring and Related Activities [Abstract]

14. RESTRUCTURING AND ACQUISITION CHARGES

Restructuring and acquisition charges include cash and non-cash expenses. Cash-based charges primarily consist of (1) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes, (2) acquisition, transaction and integration-related charges, and (3) other restructuring including lease exit charges. Non-cash charges include (1) stock-based compensation expense for retention awards issued in conjunction with the HFF acquisition and (2) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity. Restructuring and acquisition charges are presented in table below.


	Year Ended December 31,
(in millions)	2020		2019	2018
Severance and other employment-related charges	$	69.0	31.1	25.5
Restructuring, pre-acquisition and post-acquisition charges	51.5		96.9	5.9
Stock-based compensation expense for HFF retention awards	36.7		28.0	—
Fair value adjustments to earn-out liabilities	(14.8)		28.4	7.4
Restructuring and acquisition charges	$	142.4	184.4	38.8

The following tables show the accrual activity and payments relating to cash-based Restructuring and acquisition charges.


(in millions)	Severance & Employment-Related		Lease Exit	Other Restructuring and Acquisition Costs	Total
December 31, 2017	$	14.2	5.7	1.4		$	21.3
Accruals	25.5		0.7	5.2		31.4
Payments made	(25.7)		(5.8)	(6.1)		(37.6)
December 31, 2018	14.0		0.6	0.5		15.1
Accruals	31.1		11.1	85.8		128.0
Payments made	(20.8)		(3.3)	(82.5)		(106.6)
December 31, 2019	24.3		8.4	3.8		36.5
Accruals	69.0		25.0	26.5		120.5
Payments made	(52.0)		(30.9)	(29.1)		(112.0)
December 31, 2020	$	41.3	2.5	1.2		$	45.0

We expect the majority of accrued severance and employment-related charges and other accrued acquisition costs as of December 31, 2020 will be paid during the next twelve months. Lease exit payments depend on the terms of various leases, which extend as far out as 2026.

HFF Acquisition

Included in Restructuring and acquisition charges were $75.9 million for the year ended December 31, 2020 compared to $115.1 million for the year ended December 31, 2019 of charges relating to the acquisition and integration of HFF (including transaction/deal costs, retention and severance expense, early lease termination costs, and other integration expenses).

During the integration of HFF, we expect to incur significant charges over the two years following the acquisition in an effort to maximize the value of the combined organization. We expect to recognize approximately $100 million of expense over this two-year window relating to retention awards which have already been paid or granted (in the case of RSUs). In addition, we may incur other costs in connection with the integration including, but not limited to, lease termination charges and other employee-related costs, but are unable to estimate these amounts at this time. We anticipate that other than RSU retention awards granted, substantially all of these cumulative charges will result in cash expenditures.