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Business Combinations, Goodwill and Other Intangible Assets | 12 Months Ended
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Dec. 31, 2024
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] |
Business Combinations, Goodwill and Other Intangible Assets | 4. BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS 2024 Business Combinations Activity During the year ended December 31, 2024, we completed two strategic acquisitions, presented below.
Acquired Company | Quarter of Acquisition | Country | Primary Segment
SKAE Power Solutions (SKAE) | Q2 | United States | Work Dynamics
Raise Commercial Real Estate, Inc. | Q4 | United States | Markets Advisory
Aggregate terms of our strategic and non-strategic acquisitions included: (i) cash paid at closing of $62.3 million, (ii) guaranteed deferred consideration of $14.7 million and (iii) contingent earn-out consideration of $13.5 million, payable upon satisfaction of certain performance conditions, which we have initially recorded at the acquisition date fair value. A preliminary allocation of purchase consideration resulted in (i) goodwill of $64.0 million, (ii) identifiable intangibles of $30.2 million and (iii) other net liabilities (assumed liabilities less acquired assets) of $3.7 million. As of December 31, 2024, 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. Of the $64.0 million of total additions to goodwill in 2024, we expected to amortize and deduct $41.2 million for tax purposes as of December 31, 2024, subject to statutory amortization periods. During the twelve months ended December 31, 2024, we paid $7.4 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. 2023 Business Combinations Activity During the year ended December 31, 2023, we completed one strategic acquisition in 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. The 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. During the year ended December 31, 2023 we paid $26.8 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. Earn-Out Payments
($ in millions) | December 31, 2024 |  | December 31, 2023
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria | 13 |  |  | 14 |
Maximum earn-out payments (undiscounted) | $ | 108.0 |  |  | 100.0 |
Short-term earn-out liabilities (fair value)(1) | 12.0 |  |  | 12.0 |
Long-term earn-out liabilities (fair value)(1) | 23.8 |  |  | 45.5 |
(1) Included in Other current and Other long-term liabilities 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, 2024 consisted of: (i) goodwill of $4,611.3 million, (ii) identifiable intangibles of $677.1 million to be amortized over their remaining finite useful lives and (iii) $47.0 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. The following table details, by reporting segment, the annual 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 | 16.8 |  | 18.7 |  | 5.1 |  | — |  | 0.7 |  |  | 41.3 |
Balance as of December 31, 2023 | $ | 1,759.3 |  | 1,986.4 |  | 537.7 |  | 247.7 |  | 56.3 |  |  | $ | 4,587.4 |
Additions, net of adjustments | 17.7 |  | 3.4 |  | 40.5 |  | 2.4 |  | — |  |  | 64.0 |
Impact of exchange rate movements | (16.4) |  | (18.3) |  | (5.0) |  | — |  | (0.4) |  |  | (40.1) |
Balance as of December 31, 2024 | $ | 1,760.6 |  | 1,971.5 |  | 573.2 |  | 250.1 |  | 55.9 |  |  | $ | 4,611.3 |
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 | 94.6 |  | 7.2 |  |  | 101.8 |
Adjustment for fully amortized intangibles | (40.1) |  | (21.3) |  |  | (61.4) |
Impact of exchange rate movements | — |  | 3.3 |  |  | 3.3 |
Balance as of December 31, 2023 | 801.8 |  | 546.2 |  |  | 1,348.0 |
Additions, net of adjustments | 89.0 |  | 30.2 |  |  | 119.2 |
Adjustment for fully amortized intangibles | (39.7) |  | (27.2) |  |  | (66.9) |
Impact of exchange rate movements | — |  | (5.4) |  |  | (5.4) |
Balance as of December 31, 2024 | $ | 851.1 |  | 543.8 |  |  | $ | 1,394.9 |
Accumulated Amortization |  |  |  |
Balance as of December 31, 2022 | $ | (242.2) |  | (203.6) |  |  | $ | (445.8) |
Amortization expense, net (1) | (107.7) |  | (70.0) |  |  | (177.7) |
Adjustment for fully amortized intangibles | 40.1 |  | 21.3 |  |  | 61.4 |
Impact of exchange rate movements | — |  | (0.9) |  |  | (0.9) |
Balance as of December 31, 2023 | (309.8) |  | (253.2) |  |  | (563.0) |
Amortization expense, net (1) | (109.9) |  | (66.3) |  |  | (176.2) |
Adjustment for fully amortized intangibles | 39.7 |  | 27.2 |  |  | 66.9 |
Impact of exchange rate movements | — |  | 1.5 |  |  | 1.5 |
Balance as of December 31, 2024 | $ | (380.0) |  | (290.8) |  |  | $ | (670.8) |
Net book value as of December 31, 2024 | $ | 471.1 |  | 253.0 |  |  | $ | 724.1 |
(1) Included in this amount for MSRs was $7.7 million and $10.0 million for 2024 and 2023, respectively, relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights. 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 3.6 years and 4.6 years, respectively, and the remaining estimated future amortization expense by year, as of December 31, 2024, is presented in the following table.
(in millions) | MSRs | Other Intangibles | Total
2025 | $ | 102.2 |  | 49.9 |  | $ | 152.1 |
2026 | 90.0 |  | 25.7 |  | 115.7 |
2027 | 79.1 |  | 19.7 |  | 98.8 |
2028 | 65.0 |  | 18.4 |  | 83.4 |
2029 | 48.8 |  | 17.7 |  | 66.5 |
Thereafter | 86.0 |  | 74.6 |  | 160.6 |
Total | $ | 471.1 |  | 206.0 |  | $ | 677.1 |

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