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Business Combinations, Goodwill and Other Intangible Assets | 9 Months Ended
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Sep. 30, 2023
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] |
Business Combinations, Goodwill and Other Intangible Assets | BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS 2023 Business Combinations Activity During the nine months ended September 30, 2023, we completed one strategic acquisition. This strategic acquisition is presented below.
Acquired Company | Quarter of Acquisition | Country | Primary Segment
Kensington Capital Advisors (KCA) | Q2 | United States | Capital Markets
Aggregate terms of our acquisition included: (1) cash paid at closing of $13.6 million and (2) prior 50.0% ownership previously accounted for as an equity method investment which had a fair value of $10.0 million. A preliminary allocation of purchase consideration resulted in goodwill of $18.7 million, identifiable intangibles of $2.1 million and other net assets (acquired assets less assumed liabilities) of $2.8 million. As of September 30, 2023, 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 this acquisition during the open measurement period. During the nine months ended September 30, 2023, we paid $22.8 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. 2022 Business Combinations Activity During the nine months ended September 30, 2022, we completed no strategic acquisitions. Earn-Out Payments
($ in millions) | September 30, 2023 |  | December 31, 2022
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria | 16 |  |  | 17 |
Maximum earn-out payments (undiscounted) | $ | 103.8 |  |  | 114.6 |
Short-term earn-out liabilities (fair value)(1) | 13.4 |  |  | 5.0 |
Long-term earn-out liabilities (fair value)(1) | 50.8 |  |  | 68.3 |
(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, 2023 consisted of: (1) goodwill of $4,541.8 million, (2) identifiable intangibles of $803.2 million amortized over their remaining finite useful lives and (3) $47.8 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 table details, by reporting segment, movements in goodwill.
(in millions) | Markets Advisory | Capital Markets | Work Dynamics | JLL Technologies | LaSalle |  | Consolidated
Balance as of December 31, 2022 | $ | 1,742.9 |  | 1,949.2 |  | 532.6 |  | 247.7 |  | 55.6 |  |  | $ | 4,528.0 |
Additions, net of adjustments | — |  | 18.7 |  | — |  | — |  | — |  |  | 18.7 |
Dispositions | (0.4) |  | (0.2) |  | — |  | — |  | — |  |  | (0.6) |
Impact of exchange rate movements | (1.7) |  | (2.0) |  | (0.5) |  | (0.1) |  | — |  |  | (4.3) |
Balance as of September 30, 2023 | $ | 1,740.8 |  | 1,965.7 |  | 532.1 |  | 247.6 |  | 55.6 |  |  | $ | 4,541.8 |
(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 | (69.8) |  | (76.4) |  | (20.8) |  | (0.2) |  | (3.1) |  |  | (170.3) |
Balance as of September 30, 2022 | $ | 1,713.1 |  | 1,916.0 |  | 523.7 |  | 247.7 |  | 54.3 |  |  | $ | 4,454.8 |
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, 2022 | $ | 747.3 |  | 557.0 |  |  | $ | 1,304.3 |
Additions, net of adjustments(1) | 72.5 |  | 5.8 |  |  | 78.3 |
Adjustment for fully amortized intangibles | (25.7) |  | (20.3) |  |  | (46.0) |
Impact of exchange rate movements | — |  | (1.0) |  |  | (1.0) |
Balance as of September 30, 2023 | $ | 794.1 |  | 541.5 |  |  | $ | 1,335.6 |
Accumulated Amortization |  |  |  |
Balance as of December 31, 2022 | $ | (242.2) |  | (203.6) |  |  | $ | (445.8) |
Amortization, net(2) | (80.1) |  | (52.8) |  |  | (132.9) |
Adjustment for fully amortized intangibles | 25.7 |  | 20.3 |  |  | 46.0 |
Impact of exchange rate movements | — |  | 0.3 |  |  | 0.3 |
Balance as of September 30, 2023 | $ | (296.6) |  | (235.8) |  |  | $ | (532.4) |
Net book value as of September 30, 2023 | $ | 497.5 |  | 305.7 |  |  | $ | 803.2 |
(1) Included in this amount for MSRs was $8.4 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 within the Condensed Consolidated Statements of Comprehensive Income.
(in millions) | MSRs | Other Intangibles |  | Total
Gross Carrying Amount |  |  |  |
Balance as of December 31, 2021 | $ | 669.7 |  | 557.4 |  |  | $ | 1,227.1 |
Additions, net of adjustments(1) | 103.3 |  | 19.1 |  |  | 122.4 |
Adjustment for fully amortized intangibles | (47.9) |  | (2.7) |  |  | (50.6) |
Impact of exchange rate movements | — |  | (13.7) |  |  | (13.7) |
Balance as of September 30, 2022 | $ | 725.1 |  | 560.1 |  |  | $ | 1,285.2 |
Accumulated Amortization |  |  |  |
Balance as of December 31, 2021 | $ | (191.0) |  | (149.1) |  |  | $ | (340.1) |
Amortization, net(2) | (86.7) |  | (51.5) |  |  | (138.2) |
Adjustment for fully amortized intangibles | 47.9 |  | 2.7 |  |  | 50.6 |
Impact of exchange rate movements | — |  | 4.1 |  |  | 4.1 |
Balance as of September 30, 2022 | $ | (229.8) |  | (193.8) |  |  | $ | (423.6) |
Net book value as of September 30, 2022 | $ | 495.3 |  | 366.3 |  |  | $ | 861.6 |
(1) Included in this amount for MSRs was $22.5 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 within the Condensed Consolidated Statements of Comprehensive Income.

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