Business Combinations, Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2021

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]

Business Combinations, Goodwill and Other Intangible Assets

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

2021 Business Combinations Activity

During the nine months ended September 30, 2021, we completed one strategic acquisition, expanding our capabilities and increasing our presence in key regional markets. This strategic acquisition is presented below.


Acquired Company	Quarter of Acquisition	Country	Primary Service Line

Skyline AI (Skyline)	Q3	Israel	Capital Markets

Aggregate terms of our acquisitions included: (1) cash paid at closing of $22.2 million (net of $6.7 million in cash acquired) and (2) contingent earn-out consideration of $31.3 million which we will pay upon satisfaction of certain performance conditions and which we have initially recorded at their respective acquisition date fair value.

A preliminary allocation of purchase consideration resulted in goodwill of $35.3 million, identifiable intangibles of $19.5 million and other net liabilities (assumed liabilities less acquired assets) of $1.3 million. As of September 30, 2021, 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 2021 acquisitions during their open measurement periods.

During the nine months ended September 30, 2021, we paid $82.5 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

2020 Business Combinations Activity

During the year ended December 31, 2020 we completed no new acquisitions.

Earn-Out Payments


($ in millions)	September 30, 2021		December 31, 2020
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria	21		35
Maximum earn-out payments (undiscounted)	$	119.1	$	199.2
Short-term earn-out liabilities (fair value)(1)	25.2		77.2
Long-term earn-out liabilities (fair value)(1)	20.2		8.5

(1) Included in Short-term and Long-term acquisition-related obligations on the Condensed Consolidated Balance Sheets.

Assuming the achievement of the applicable performance criteria, we anticipate making these earn-out payments over the next five years. Refer to Note 8, Fair Value Measurements, and Note 11, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.

Goodwill and Other Intangible Assets

Goodwill and unamortized intangibles as of September 30, 2021 consisted of: (1) goodwill of $4,212.1 million, (2) identifiable intangibles of $629.1 million amortized over their remaining finite useful lives, and (3) $51.5 million of identifiable intangibles with indefinite useful lives that are not amortized. Notable 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 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, 2020	$	2,878.0	959.7	329.2	57.8	$	4,224.7
Additions, net of adjustments	35.3		—	—	—	35.3
Dispositions	(11.0)		(0.7)	—	—	(11.7)
Impact of exchange rate movements	0.1		(26.8)	(9.1)	(0.4)	(36.2)
Balance as of September 30, 2021	$	2,902.4	932.2	320.1	57.4	$	4,212.1


	Real Estate Services
(in millions)	Americas		EMEA	Asia Pacific	LaSalle	Consolidated
Balance as of December 31, 2019	$	2,877.6	915.9	317.6	57.1	$	4,168.2

Dispositions	—		(0.7)	—	—	(0.7)
Impact of exchange rate movements	(1.1)		(4.7)	2.6	(0.3)	(3.5)
Balance as of September 30, 2020	$	2,876.5	910.5	320.2	56.8	$	4,164.0

The 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, 2020	$	572.1	265.8	55.7	23.6	57.9	$	975.1
Additions, net of adjustments (1)	95.5		15.7	3.8	—	—	115.0
Adjustment for fully amortized intangibles	(36.2)		(11.4)	(29.9)	(4.7)	—	(82.2)

Impact of exchange rate movements	—		—	(0.7)	(1.1)	(2.5)	(4.3)
Balance as of September 30, 2021	$	631.4	270.1	28.9	17.8	55.4	$	1,003.6

Accumulated Amortization
Balance as of December 31, 2020	$	(147.8)	(94.1)	(39.5)	(8.6)	(5.3)	$	(295.3)
Amortization, net (2)	(71.9)		(31.1)	(5.3)	(1.0)	(1.3)	(110.6)
Adjustment for fully amortized intangibles	36.2		11.4	29.9	4.7	—	82.2

Impact of exchange rate movements	—		—	0.4	0.3	—	0.7
Balance as of September 30, 2021	$	(183.5)	(113.8)	(14.5)	(4.6)	(6.6)	$	(323.0)

Net book value as of September 30, 2021	$	447.9	156.3	14.4	13.2	48.8	$	680.6

(1) Included in this amount for MSRs was $15.4 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, 2019	$	480.4	285.7	55.9	21.4	54.0	$	897.4
Additions, net of adjustments (1)	77.9		—	—	0.5	—	78.4
Adjustment for fully amortized intangibles	(30.9)		(14.1)	(0.4)	—	—	(45.4)

Impact of exchange rate movements	—		(0.2)	(1.5)	0.3	1.9	0.5
Balance as of September 30, 2020	$	527.4	271.4	54.0	22.2	55.9	$	930.9

Accumulated Amortization
Balance as of December 31, 2019	$	(104.0)	(68.3)	(33.1)	(6.7)	(2.7)	$	(214.8)
Amortization, net (2)	(65.5)		(35.0)	(5.2)	(1.1)	(2.0)	(108.8)
Adjustment for fully amortized intangibles	30.9		14.1	0.4	—	—	45.4

Impact of exchange rate movements	—		0.4	0.9	(0.1)	—	1.2
Balance as of September 30, 2020	$	(138.6)	(88.8)	(37.0)	(7.9)	(4.7)	$	(277.0)

Net book value as of September 30, 2020	$	388.8	182.6	17.0	14.3	51.2	$	653.9

(1) Included in this amount for MSRs was (i) $15.3 million relating to prepayments/write-offs due to prepayments of the underlying obligation for which we assumed, acquired or retained the servicing rights and (ii) $1.9 million relating to an impairment valuation allowance.

(2) Amortization of MSRs is included in Revenue before reimbursements within the Condensed Consolidated Statements of Comprehensive Income