Business Combinations, Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract]

Business Combinations, Goodwill and Other Intangible Assets

4. BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

2022 Business Combinations Activity

During 2022, there were no material acquisitions. We paid $18.1 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

2021 Business Combinations Activity

During the year ended December 31, 2021, we completed four new strategic acquisitions: two in JLL Technologies, one in Capital Markets, and one in Markets Advisory.

Aggregate terms of these acquisitions included: (i) cash paid at closing of $416.8 million (net of $13.9 million in cash acquired), (ii) guaranteed deferred consideration of $10.0 million and (iii) contingent earn-out consideration of $68.6 million recorded at their respective acquisition date fair value, which we will pay upon satisfaction of certain performance conditions.

As of December 31, 2021, a preliminary allocation of this purchase consideration resulted in goodwill of $442.3 million, identifiable intangibles of $210.2 million, and other net liabilities (assumed liabilities less acquired assets) of $34.6 million. The noncontrolling interest of 49.9% in the less-than-wholly-owned acquisition was $122.5 million at the acquisition date. As of December 31, 2022, the purchase price allocations for our 2021 acquisitions was final. There were no significant adjustments to the purchase price allocation recorded during the year ended December 31, 2022.

During the year ended December 31, 2021, we also paid $88.7 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

Of the $442.3 million of total additions to goodwill in 2021, we expected to amortize and deduct $99.8 million for tax purposes as of December 31, 2021, subject to statutory amortization periods.

Earn-Out Payments


($ in millions)	December 31, 2022		December 31, 2021
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria	17		19
Maximum earn-out payments (undiscounted)	$	114.6	149.9
Short-term earn-out liabilities (fair value)(1)	5.0		39.0
Long-term earn-out liabilities (fair value)(1)	68.3		45.1

(1) Included in Short-term and Long-term acquisition-related obligations on the 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 9, Fair Value Measurements, and Note 14, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.

Goodwill and Other Intangible Assets

Goodwill and unamortized intangibles as of December 31, 2022 consisted of: (i) goodwill of $4,528.0 million, (ii) identifiable intangibles of $810.3 million amortized over their remaining finite useful lives and (iii) $48.2 million of identifiable intangibles with indefinite useful lives that are not amortized. 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.

In conjunction with our new organizational structure, we reassessed our reporting units as of January 1, 2022, and reassigned goodwill to reflect our new segment structure. Refer to Note 2, Summary of Significant Accounting Policies, and Note 3, Business Segments, for additional detail.

The following table details, by reporting segment, the annual movements in goodwill. As a result of reassigning goodwill, only activity in periods after the reassignment are disclosed.



(in millions)	Markets Advisory		Capital Markets	Work Dynamics	JLL Technologies	LaSalle	Consolidated
Balance as of January 1, 2022	$	1,782.9	1,983.9	539.9	247.5	57.4	$	4,611.6
Additions, net of adjustments	—		8.5	4.6	0.4	—	13.5

Impact of exchange rate movements	(40.0)		(43.2)	(11.9)	(0.2)	(1.8)	(97.1)
Balance as of December 31, 2022	$	1,742.9	1,949.2	532.6	247.7	55.6	$	4,528.0

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


(in millions)	MSRs		Other Intangibles	Consolidated
Gross Carrying Amount
Balance as of December 31, 2020	$	572.1	403.0	$	975.1
Additions, net of adjustments (1)	161.1		210.2	371.3
Adjustment for fully amortized intangibles	(63.5)		(50.5)	(114.0)
Impact of exchange rate movements	—		(5.3)	(5.3)
Balance as of December 31, 2021	669.7		557.4	1,227.1
Additions, net of adjustments (1)	140.9		19.3	160.2
Adjustment for fully amortized intangibles	(63.3)		(13.5)	(76.8)

Impact of exchange rate movements	—		(6.2)	(6.2)
Balance as of December 31, 2022	$	747.3	557.0	$	1,304.3

Accumulated Amortization
Balance as of December 31, 2020	$	(147.8)	(147.5)	$	(295.3)
Amortization expense, net (2)	(106.7)		(53.2)	(159.9)
Adjustment for fully amortized intangibles	63.5		50.5	114.0
Impact of exchange rate movements	—		1.1	1.1
Balance as of December 31, 2021	(191.0)		(149.1)	(340.1)
Amortization expense, net (2)	(114.5)		(70.3)	(184.8)
Adjustment for fully amortized intangibles	63.3		13.5	76.8

Impact of exchange rate movements	—		2.3	2.3
Balance as of December 31, 2022	$	(242.2)	(203.6)	$	(445.8)

Net book value as of December 31, 2022	$	505.1	353.4	$	858.5

(1) Included in this amount for MSRs was (i) $28.0 million and $31.2 million for 2022 and 2021, respectively, relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights and (ii) $(0.1) million for 2021 relating to an impairment valuation allowance.

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

The remaining weighted average amortization period of MSRs and other finite-lived identifiable intangible assets is 4.1 years and 4.6 years, respectively, and the remaining estimated future amortization expense by year, as of December 31, 2022, is presented in the following table.


(in millions)	MSRs		Other Intangibles	Total
2023	$	91.2	67.9	$	159.1
2024	85.3		62.6	147.9
2025	76.4		42.0	118.4
2026	63.1		18.4	81.5
2027	52.0		14.7	66.7
Thereafter	137.1		99.6	236.7
Total	$	505.1	305.2	$	810.3