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Business Combinations (Tables)
12 Months Ended
Dec. 31, 2024
Business Combinations [Abstract]  
Estimated Fair Values of Aggregate Assets and Liabilities Acquired

The following table summarizes the purchase price allocations and estimated fair values of the aggregate assets and liabilities acquired as of the date of each acquisition for current year acquisitions and adjustments made during the measurement period for prior year acquisitions. During the measurement periods, the Company will adjust assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. These adjustments are made in the period in which the amounts are determined and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

(in millions)

 

The Canopy Group

 

 

Quintes Holding B.V.

 

 

Other (1)

 

 

Total

 

Business Segment

 

Retail

 

 

Retail

 

 

Various

 

 

 

 

Effective date of acquisition

 

October 1, 2024

 

 

November 1, 2024

 

 

Various

 

 

 

 

Cash paid

 

$

51

 

 

$

695

 

 

$

188

 

 

$

934

 

Other payable

 

 

 

 

 

 

 

 

27

 

 

 

27

 

Recorded earn-out payable

 

 

11

 

 

 

 

 

 

62

 

 

 

73

 

Total consideration

 

 

62

 

 

 

695

 

 

 

277

 

 

 

1,034

 

Maximum potential earn-out payable

 

 

74

 

 

 

 

 

 

113

 

 

 

187

 

Allocation of purchase price:

 

 

 

 

 

 

 

 

Cash and equivalents

 

 

 

 

 

 

 

 

10

 

 

 

10

 

Fiduciary cash

 

 

 

 

 

11

 

 

 

23

 

 

 

34

 

Fiduciary receivables

 

 

 

 

 

10

 

 

 

5

 

 

 

15

 

Other current assets

 

 

 

 

 

25

 

 

 

9

 

 

 

34

 

Goodwill

 

 

39

 

 

 

468

 

 

 

200

 

 

 

707

 

Purchased customer accounts and other intangibles (2)

 

 

23

 

 

 

302

 

 

 

74

 

 

 

399

 

Other assets

 

 

 

 

 

17

 

 

 

3

 

 

 

20

 

Total assets acquired

 

 

62

 

 

 

833

 

 

 

324

 

 

 

1,219

 

Fiduciary liabilities

 

 

 

 

 

(34

)

 

 

(28

)

 

 

(62

)

Other current liabilities

 

 

 

 

 

(15

)

 

 

(3

)

 

 

(18

)

Deferred income tax, net

 

 

 

 

 

(78

)

 

 

(9

)

 

 

(87

)

Other long-term liabilities

 

 

 

 

 

(11

)

 

 

(1

)

 

 

(12

)

Total liabilities assumed

 

 

 

 

 

(138

)

 

 

(41

)

 

 

(179

)

Acquired non-controlling interest

 

 

 

 

 

 

 

 

(6

)

 

 

(6

)

Net assets acquired

 

$

62

 

 

$

695

 

 

$

277

 

 

$

1,034

 

(1) The other column represents current year acquisitions with total net assets acquired of less than $50 million and adjustments from prior year acquisitions that were made within the permitted measurement period.

(2) The weighted average useful life of purchased customer accounts is 15 years.

Unaudited Proforma Results These unaudited pro forma results are not necessarily indicative of the actual results of operations that would have occurred had the acquisitions actually been made at the beginning of the respective periods.

(UNAUDITED)

 

Year Ended December 31,

 

(in millions, except per share data)

 

2024

 

 

2023

 

Total revenues

 

$

4,929

 

 

$

4,428

 

Net income attributable to the Company

 

$

1,012

 

 

$

899

 

Net income per share:

 

 

 

 

 

 

Basic

 

$

3.59

 

 

$

3.22

 

Diluted

 

$

3.57

 

 

$

3.20

 

 

Additions, Payments, and Net Changes, as well as Interest Expense Accretion on Estimated Acquisition Earn-Out Payables The resulting additions, payments and net changes, as well as the interest expense accretion on the estimated acquisition earn-out payables, for the years ended December 31, 2024, 2023 and 2022 were as follows:

 

 

 

Year Ended December 31,

 

(in millions)

 

2024

 

 

2023

 

 

2022

 

Balance as of the beginning of the period

 

$

249

 

 

$

252

 

 

$

291

 

Additions to estimated acquisition earn-out payables from new acquisitions

 

 

73

 

 

 

67

 

 

 

73

 

Assumed estimated acquisition earn-out payables

 

 

3

 

 

 

21

 

 

 

35

 

Payments for estimated acquisition earn-out payables

 

 

(154

)

 

 

(119

)

 

 

(106

)

Subtotal

 

 

171

 

 

 

221

 

 

 

293

 

Net change in earnings from estimated acquisition earn-out payables:

 

 

 

 

 

 

 

 

 

Change in fair value on estimated acquisition earn-out payables

 

 

(6

)

 

 

14

 

 

 

(46

)

Interest expense accretion

 

 

8

 

 

 

7

 

 

 

7

 

Net change in earnings from estimated acquisition earn out payables

 

 

2

 

 

 

21

 

 

 

(39

)

Foreign currency translation adjustments during the year

 

 

(6

)

 

 

7

 

 

 

(2

)

Balance as of December 31,

 

$

167

 

 

$

249

 

 

$

252