08/05/2025 - Jones Lang LaSalle Inc.: First Quarter 2025 Form 10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 10-Q

☑ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025

Or

• Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to

Commission File Number 1-13145

Jones Lang LaSalle Incorporated

(Exact name of registrant as specified in its charter)

Maryland 36-4150422

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

200 East Randolph Drive Chicago, IL 60601

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (312) 782-5800

Former name, former address and former fiscal year, if changed since last report: Not Applicable

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.01	JLL		The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant's common stock (par value $0.01) as of the close of business on May 2, 2025 was 47,473,979.

‌Table of Contents

Part I	Financial Information
Item 1.	Consolidated Financial Statements:	3
	Balance Sheets as of March 31, 2025 and December 31, 2024	3
	Statements of Comprehensive Income for the Three Months Ended March 31, 2025 and 2024	4
	Statements of Changes in Equity for the Three Months Ended March 31, 2025 and 2024	5
	Statements of Cash Flows for the Three Months Ended March 31, 2025 and 2024	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analy sis of Financial Condition and Results of Operations	23
Item 3.	Q uantitative and Q ualitative Disclosures about Market Risk	40
Item 4.	Controls and Procedures	40
Part II	Other Information
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
Signature		43

2

Table of Contents

‌Part I. Financial Information Item 1. Financial Statements

‌JONES LANG LASALLE INCORPORATED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) March 31, 2025 December 31, 2024

Assets (unaudited)

Current assets:

Cash and cash equivalents	$	432.4	416.3
Trade receivables, net of allowance of $67.4 and $60.8		2,013.3	2,153.5
Notes and other receivables		457.4	456.9
Reimbursable receivables		2,833.9	2,695.0
Warehouse receivables		601.6	770.7
Short-term contract assets, net of allowance of $1.6 and $1.6		314.8	334.8
Restricted cash, prepaid and other		580.3	651.3
Total current assets		7,233.7	7,478.5
Property and equipment, net of accumulated depreciation of $1,220.3 and $1,161.6		585.9	598.1
Operating lease right-of-use assets		737.6	743.1
Goodwill		4,642.5	4,611.3
Identified intangibles, net of accumulated amortization of $704.3 and $670.8		701.8	724.1
Investments, including $856.0 and $742.0 at fair value		902.4	812.7
Long-term receivables		387.6	394.7
Deferred tax assets, net		539.5	518.2
Deferred compensation plan		673.4	664.0
Other		226.7	219.1
Total assets	$	16,631.1	16,763.8
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities	$	1,201.4	1,322.7
Reimbursable payables		2,038.0	2,176.3
Accrued compensation and benefits		1,162.8	1,768.5
Short-term borrowings		88.3	153.8
Commercial paper, net of debt issuance costs of $1.7 and $0.7		898.3	199.3
Short-term contract liabilities and deferred income		187.7	203.8
Warehouse facilities		600.7	841.0
Short-term operating lease liabilities		155.5	157.2
Other		294.0	321.9
Total current liabilities		6,626.7	7,144.5
Credit facility, net of debt issuance costs of $10.7 and $11.4		409.3	88.6
Long-term debt, net of debt issuance costs of $6.0 and $6.4		772.1	756.7
Deferred tax liabilities, net		45.5	45.6
Deferred compensation		649.1	665.4
Long-term operating lease liabilities		754.2	748.8
Other		412.1	419.1
Total liabilities		9,669.0	9,868.7
Company shareholders' equity:
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 52,120,548 and 52,120,548 shares issued; 47,513,451 and 47,415,584 outstanding		0.5	0.5
Additional paid-in capital		2,001.9	2,032.7
Retained earnings		6,383.0	6,334.9
Treasury stock, at cost, 4,607,097 and 4,704,964 shares		(923.5)	(937.9)
Shares held in trust		(12.1)	(11.8)
Accumulated other comprehensive loss		(610.6)	(646.9)
Total Company shareholders' equity		6,839.2	6,771.5
Noncontrolling interest		122.9	123.6
Total equity		6,962.1	6,895.1
Total liabilities and equity	$	16,631.1	16,763.8

See accompanying notes to Consolidated Financial Statements.

3

‌JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME‌

Three Months Ended March 31,

(in millions, except share and per share data) (unaudited)	2025		2024
Revenue	$	5,746.4		5,124.5
Operating expenses:
Compensation and benefits	$	2,674.6		2,415.6
Operating, administrative and other		2,860.5		2,532.0
Depreciation and amortization		71.6		61.0
Restructuring and acquisition charges		19.7		1.7
Total operating expenses	$	5,626.4		5,010.3
Operating income	$	120.0		114.2
Interest expense, net of interest income		24.6		30.5
Equity losses		(25.6)		(3.7)
Other income		1.7		1.5
Income before income taxes and noncontrolling interest		71.5		81.5
Income tax provision		14.0		15.9
Net income		57.5		65.6
Net income (loss) attributable to noncontrolling interest		2.2		(0.5)
Net income attributable to common shareholders	$	55.3		66.1
Basic earnings per common share	$	1.17		1.39
Basic weighted average shares outstanding (in 000's)		47,466		47,485
Diluted earnings per common share	$	1.14		1.37
Diluted weighted average shares outstanding (in 000's)		48,376		48,280
Net income attributable to common shareholders	$	55.3		66.1
Change in pension liabilities, net of tax		(0.5)		0.3
Foreign currency translation adjustments		36.8		(37.7)
Comprehensive income attributable to common shareholders	$	91.6		28.7

See accompanying notes to Consolidated Financial Statements.

4

‌JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

Company Shareholders' Equity

Common Stock Additional Shares

(in millions, except share and

Shares

Paid-In Retained Held in Treasury Total

per share data) (unaudited)

Outstanding Amount

Capital Earnings Trust Stock AOCI(1)

NCI(2)

Equity

December 31, 2024	47,415,584 $	0.5	2,032.7	6,334.9	(11.8)	(937.9)	(646.9)	123.6	$ 6,895.1
Net income	-	-	-	55.3	-	-	-	2.2	57.5
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes	171,231	-	(52.8)	(7.2)	-	34.1	-	-	(25.9)
Stock-based compensation	-	-	22.0	-	-	-	-	-	22.0
Shares held in trust	-	-	-	-	(0.3)	-	-	-	(0.3)
Repurchase of common stock	(73,364)	-	-	-	-	(19.7)	-	-	(19.7)
Change in pension liabilities, net of tax	-	-	-	-	-	-	(0.5)	-	(0.5)
Foreign currency translation adjustments	-	-	-	-	-	-	36.8	-	36.8
Decrease in amounts due to noncontrolling interest	-	-	-	-	-	-	-	(2.9)	(2.9)
March 31, 2025	47,513,451 $	0.5	2,001.9	6,383.0	(12.1)	(923.5)	(610.6)	122.9	$ 6,962.1

Company Shareholders' Equity Common Stock Additional Shares

(in millions, except share and

Shares

Paid-In Retained Held in Treasury Total

per share data) (unaudited)

Outstanding Amount

Capital Earnings Trust Stock AOCI(1)

NCI(2)

Equity

December 31, 2023	47,509,750 $	0.5	2,019.7	5,795.6	(10.4)	(920.1)	(591.5)	116.1	$ 6,409.9
Net income (loss)	-	-	-	66.1	-	-	-	(0.5)	65.6
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes	132,118	-	(55.1)	(4.1)	-	38.9	-	-	(20.3)
Stock-based compensation	-	-	11.2	-	-	-	-	-	11.2
Shares held in trust	-	-	-	-	0.1	-	-	-	0.1
Repurchase of common stock	(144,523)	-	-	-	-	(20.0)	-	-	(20.0)
Change in pension liabilities, net of tax	-	-	-	-	-	-	0.3	-	0.3
Foreign currency translation adjustments	-	-	-	-	-	-	(37.7)	-	(37.7)
Decrease in amounts due to noncontrolling interest	-	-	-	-	-	-	-	(1.5)	(1.5)
March 31, 2024	47,497,345 $	0.5	1,975.8	5,857.6	(10.3)	(901.2)	(628.9)	114.1	$ 6,407.6

1. AOCI: Accumulated other comprehensive income (loss)

2. NCI: Noncontrolling interest

See accompanying notes to Consolidated Financial Statements.

5

‌JONES LANG LASALLE INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

(in millions) (unaudited)		2025		2024
Cash flows from operating activities:
Net income	$		57.5		65.6
Reconciliation of net income to net cash used in operating activities:
Depreciation and amortization			71.6		61.0
Equity losses			25.6		3.7
Distributions of earnings from investments			1.6		3.2
Provision for loss on receivables and other assets			9.4		9.9
Amortization of stock-based compensation			22.0		11.2
Net non-cash mortgage servicing rights and mortgage banking derivative activity			12.9		9.0
Accretion of interest and amortization of debt issuance costs			1.7		1.4
Other, net			6.9		(8.6)
Change in:
Receivables			163.5		156.2
Reimbursable receivables and reimbursable payables			(271.8)		(193.4)
Prepaid expenses and other assets			(24.0)		(18.7)
Income taxes receivable, payable and deferred			(22.7)		(24.4)
Accounts payable, accrued liabilities and other liabilities			(171.3)		(154.5)
Accrued compensation (including net deferred compensation)			(650.5)		(599.1)
Net cash used in operating activities			(767.6)		(677.5)
Cash flows from investing activities:
Net capital additions - property and equipment			(44.5)		(43.2)
Capital contributions to investments			(112.9)		(17.4)
Distributions of capital from investments			4.9		5.7
Other, net			(0.3)		0.6
Net cash used in investing activities			(152.8)		(54.3)
Cash flows from financing activities:
Proceeds from borrowings under credit facility			2,232.0		2,760.0
Repayments of borrowings under credit facility			(1,912.0)		(1,990.0)
Proceeds from issuance of commercial paper			1,000.0		-
Repayments of commercial paper			(300.0)		-
Net repayments of short-term borrowings			(67.2)		(18.7)
Payments of deferred business acquisition obligations and earn-outs			(0.6)		(3.1)
Repurchase of common stock			(19.7)		(20.0)
Noncontrolling interest distributions, net			(2.9)		(1.5)
Other, net			(28.9)		(23.3)
Net cash provided by financing activities			900.7		703.4
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash			11.7		(9.7)
Net change in cash, cash equivalents and restricted cash			(8.0)		(38.1)
Cash, cash equivalents and restricted cash, beginning of the period			652.7		663.4
Cash, cash equivalents and restricted cash, end of the period	$		644.7		625.3
Supplemental disclosure of cash flow information:
Restricted cash, beginning of period	$		236.5		253.4
Restricted cash, end of period			212.3		228.6
Cash paid during the period for:
Interest	$		19.3		22.9
Income taxes, net of refunds			31.0		41.3
Operating leases			48.7		48.7

See accompanying notes to Consolidated Financial Statements.

6

JONES LANG LASALLE INCORPORATED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. INTERIM INFORMATION

   Readers of this quarterly report should refer to the audited financial statements of Jones Lang LaSalle Incorporated ("JLL," which may also be referred to as "the Company," "we," "us" or "our") for the year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission ("SEC") and also available on our website (https://www.jll.com), since we have omitted from this quarterly report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to the "Summary of Critical Accounting Policies and Estimates" section within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our 2024 Annual Report on Form 10-K for further discussion of our significant accounting policies and estimates.

   Our Consolidated Financial Statements as of March 31, 2025, and for the periods ended March 31, 2025 and 2024, are unaudited. In the opinion of management, we have included all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements for these interim periods.

   Historically, our quarterly revenue and profits have tended to increase from quarter to quarter as the year progresses. This is the result of a general focus in the real estate industry on completing transactions by calendar year end, while certain expenses are recognized evenly throughout the year. Growth in our Workplace Management and Property Management businesses as well as other annuity-based services has, to an extent, lessened the seasonality in our revenue and profits during the past several years. Within our Leasing Advisory and Capital Markets Services segments, revenue from transaction-based activities is driven by the size and timing of our clients' transactions and can fluctuate significantly from period to period. Our Investment Management segment generally earns investment-generated performance fees on clients' real estate investment returns when assets are sold, the timing of which is geared toward the benefit of our clients, as well as co-investment equity gains and losses, primarily dependent on underlying valuations.

   A significant portion of our compensation and benefits expense is from incentive compensation plans, which we generally accrue throughout the year based on progress toward annual performance targets. This process can result in significant fluctuations in quarterly compensation and benefits expense from period to period. Non-variable operating expenses, which we recognize when incurred during the year, are relatively constant on a quarterly basis.

   We provide for the effects of income taxes on interim financial statements based on our estimate of the effective tax rate for the full year, which we base on forecasted income by country and expected enacted tax rates. As required, we adjust for the impact of discrete items in the quarters in which they occur.

   Changes in the geographic mix of income can impact our estimated effective tax rate.

   As a result of the items mentioned above, the results for the periods ended March 31 are not fully indicative of what our results will be for the full fiscal year.

   7

2. NEW ACCOUNTING STANDARDS

   Recently issued accounting guidance

   In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the income tax disclosures to provide information to better assess how an entity's operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are evaluating the effect this guidance will have on our tax disclosures.

   In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the effect this guidance will have on our disclosures.

3. REVENUE RECOGNITION

   Capital Markets Services revenue excluded from the scope of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606")

   Our mortgage banking and servicing operations, comprised of (i) all Loan Servicing revenue and (ii) activities related to mortgage servicing rights ("MSR" or "MSRs") and loan origination fees (included in Investment Sales, Debt/Equity Advisory and Other), are not considered revenue from contracts with customers, and accordingly are excluded from the scope of ASC Topic 606. Such out-of-scope revenue is presented below.

   Three Months Ended March 31,

   (in millions) 2025 2024

   Revenue excluded from scope of ASC Topic 606

   $

   70.4

   67.2

   Contract assets and liabilities

   Our contract assets, net of allowance, are included in Short-term contract assets and Other assets and our contract liabilities are included in Short-term contract liabilities and deferred income on our Consolidated Balance Sheets. The majority of contract liabilities are recognized as revenue within 90 days. Such contract assets and liabilities are presented below.

   (in millions)		March 31, 2025		December 31, 2024
   Contract assets, gross	$		372.5		388.3
   Contract asset allowance			(3.9)		(3.9)
   Contract assets, net	$		368.6		384.4
   Contract liabilities	$		140.9		154.7

   Remaining performance obligations

   Remaining performance obligations represent the aggregate transaction price for contracts where our performance obligations have not yet been satisfied. As of March 31, 2025, the aggregate amount of transaction price allocated to remaining performance obligations represented an insignificant amount of our total revenue. In accordance with ASC Topic 606, excluded from the aforementioned remaining performance obligations are (i) amounts attributable to contracts expected to be completed within 12 months and (ii) variable consideration for services performed as a series of daily performance obligations, such as facilities management, property management and Investment Management contracts. A significant portion of our customer contracts, which are not expected to be fulfilled within 12 months, are represented by the contracts within these businesses.

   8

4. BUSINESS SEGMENTS

   Effective January 1, 2025, we report Property Management (historically included in Markets Advisory, which was renamed Leasing Advisory) within Real Estate Management Services (formerly referred to as Work Dynamics). Prior period financial information was recast to conform with this presentation.

   Additionally, Capital Markets, LaSalle and JLL Technologies were renamed to Capital Markets Services, Investment Management and Software and Technology Solutions, respectively.

   We manage and report our operations as five global business segments:

   1. Real Estate Management Services,

   2. Leasing Advisory,

   3. Capital Markets Services,

   4. Investment Management and

   5. Software and Technology Solutions.

      Real Estate Management Services business provides a broad suite of integrated services to occupiers of real estate, including facility and property management, project management, and portfolio and other services. Leasing Advisory offers agency leasing and tenant representation, as well as advisory and consulting services. Capital Markets Services offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing. Investment Management provides services on a global basis to institutional investors and high-net-worth individuals, while our Software and Technology Solutions segment offers various software products and services to our clients.

      We allocate all indirect expenses to our segments, other than interest and income taxes, as nearly all expenses incurred benefit one or more of the segments. Allocated expenses primarily consist of corporate functional costs across the globe, which we allocate to the business segments using an expense-specific driver-based methodology.

      Adjusted EBITDA does not include (i) Restructuring and acquisition charges, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) Equity earnings/losses for Investment Management and Software and Technology Solutions, (v) credit losses on convertible note investments, (vi) net non-cash MSR and mortgage banking derivative activity, (vii) Interest expense, net of interest income, (viii) Income tax provision and (ix) Depreciation and amortization, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.

      The Other segment items caption includes (i) other income/loss, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) credit losses on convertible note investments, (v) net non-cash MSR and mortgage banking derivative activity, (vi) net income/loss attributable to noncontrolling interest,

      (vii) the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders and (viii) the noncontrolling interest portion of Equity earnings/losses which are not attributable to common shareholders.

      The Chief Operating Decision Maker ("CODM") of JLL measures and evaluates the segment results based on Adjusted EBITDA for purposes of making decisions about allocating resources and assessing performance. Our CODM is not provided with total asset information by segment and accordingly does not measure or allocate resources based on total assets information. Therefore, we have not disclosed asset information by segment. As of March 31, 2025, we define our Global Executive Board, collectively, as our CODM.

      9

      Summarized financial information by business segment is as follows.

      Real Estate Management Services Three Months Ended March 31,

      (in millions)	2025	2024
      Workplace Management	$ 3,263.6		2,871.7
      Project Management	747.5		656.4
      Property Management	445.6		429.7
      Portfolio Services and Other	112.7		111.4
      Revenue	$ 4,569.4		4,069.2
      Less:
      Platform compensation and benefits	$ 431.6		400.5
      Platform operating, administrative and other	139.2		128.6
      Gross contract costs	3,930.3		3,469.1
      Add:
      Equity earnings	0.4		1.1
      Other segment items	(2.4)		(0.7)
      Adjusted EBITDA	$ 66.3		71.4
      Depreciation and amortization(1)	$ 30.6		28.0

      (1) Excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.

      Leasing Advisory Three Months Ended March 31,

      (in millions)	2025		2024
      Leasing	$	566.1		497.3
      Advisory, Consulting and Other		20.0		23.1
      Revenue	$	586.1		520.4
      Less:
      Platform compensation and benefits	$	426.8		381.8
      Platform operating, administrative and other		60.4		57.6
      Gross contract costs		2.0		6.4
      Add:
      Equity losses		-	-
      Other segment items		0.1	0.2
      Adjusted EBITDA	$	97.0	74.8
      Depreciation and amortization	$	12.0	9.1

      10

      Capital Markets Services Three Months Ended March 31,

      (in millions)		2025		2024
      Investment Sales, Debt/Equity Advisory and Other	$		312.6		258.7
      Value and Risk Advisory			81.6		80.2
      Loan Servicing			41.1		38.7
      Revenue	$		435.3		377.6
      Less:
      Platform compensation and benefits	$		329.5		287.6
      Platform operating, administrative and other			70.7		60.8
      Gross contract costs			1.1		13.6
      Add:
      Equity earnings		1.6		0.1
      Other segment items		13.0		9.3
      Adjusted EBITDA	$	48.6		25.0
      Depreciation and amortization	$	18.9		16.4

      Investment Management Three Months Ended March 31,

      (in millions)		2025		2024
      Advisory fees	$		89.3		92.3
      Transaction fees and other			8.5		8.9
      Incentive fees			0.7		2.2
      Revenue	$		98.5		103.4
      Less:
      Platform compensation and benefits	$		58.3		61.3
      Platform operating, administrative and other			16.3		12.9
      Gross contract costs			8.2		8.4
      Add:
      Other segment items		0.1		0.2
      Adjusted EBITDA	$	15.8		21.0
      Depreciation and amortization	$	2.9		2.0
      Equity losses	$	(6.1)		(3.9)

      Software and Technology Solutions Three Months Ended March 31,

      (in millions)	2025		2024
      Revenue	$	57.1		53.9
      Less:
      Platform compensation and benefits	$	45.5		47.3
      Platform operating, administrative and other		14.5		10.5
      Gross contract costs		0.7		1.2
      Add:
      Other segment items		0.7	-
      Adjusted EBITDA	$	(2.9)	(5.1)
      Depreciation and amortization	$	6.3	4.5
      Equity losses	$	(21.5)	(1.0)

      11

      The following table is a reconciliation of Adjusted EBITDA to Net income attributable to common shareholders.

      Three Months Ended March 31,

      (in millions)		2025		2024
      Adjusted EBITDA - Real Estate Management Services	$		66.3		71.4
      Adjusted EBITDA - Leasing Advisory			97.0		74.8
      Adjusted EBITDA - Capital Markets Services			48.6		25.0
      Adjusted EBITDA - Investment Management			15.8		21.0
      Adjusted EBITDA - Software and Technology Solutions			(2.9)		(5.1)
      Adjusted EBITDA - Consolidated	$		224.8		187.1
      Adjustments:
      Restructuring and acquisition charges	$		(19.7)		(1.7)
      Interest on employee loans, net of forgiveness			1.6		1.0
      Equity losses - Investment Management and Software and Technology Solutions(1)			(28.7)		(4.9)
      Credit losses on convertible note investments			(0.5)		-
      Net non-cash MSR and mortgage banking derivative activity			(12.9)		(9.0)
      Interest expense, net of interest income			(24.6)		(30.5)
      Income tax provision			(14.0)		(15.9)
      Depreciation and amortization(1)			(70.7)		(60.0)
      Net income attributable to common shareholders	$		55.3		66.1
      (1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.

5. BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

   2025 Business Combinations Activity

   During the three months ended March 31, 2025 and 2024, we paid $0.6 million and $3.1 million, respectively, for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. We completed no strategic acquisitions in either period.

   Earn-Out Payments

   ($ in millions)		March 31, 2025		December 31, 2024
   Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria			12	13
   Maximum earn-out payments (undiscounted)	$		84.5	108.0
   Short-term earn-out liabilities (fair value)(1)			16.2	12.0
   Long-term earn-out liabilities (fair value)(1)			21.3	23.8

   (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 7, Fair Value Measurements, and Note 10, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.

   Goodwill and Other Intangible Assets

   Goodwill and unamortized intangibles as of March 31, 2025 consisted of: (i) goodwill of $4,642.5 million, (ii) identifiable intangibles of $653.2 million amortized over their remaining finite useful lives and (iii) $48.6 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.

   12

   In conjunction with our new organizational structure described more fully in Note 4, Business Segments, we reassessed our reporting units as of January 1, 2025. As a result of the changes in Real Estate Management Services and Leasing Advisory, we reassigned goodwill to these reporting units using a relative fair value approach. Under this methodology, the fair value of each impacted reporting unit was determined using a combination of the income approach and the market approach, and this resulting relative fair value was used to reassign the balance of goodwill.

   We considered the change to Real Estate Management Services and Leasing Advisory reporting units a triggering event requiring the testing of our goodwill for impairment as of January 1, 2025. We performed a quantitative test relying on the discounted cash flow ("DCF") method, an income approach, and a market approach in determining the estimated fair value of these reporting units. Our analysis relied on significant judgments and assumptions in determining the inputs, specifically, forecasted revenue growth, forecasted profitability margin and the discount rate used to present value the estimated future cash flows. Our analysis indicated that no impairment existed as the estimated fair value of both Real Estate Management Services and Leasing Advisory reporting units exceeded their respective carrying value.

   The following table details, by reporting segment, movements in goodwill.

   (in millions)	Real Estate Management Services	Leasing Advisory	Capital Markets Services	Investment Management	Software and Technology Solutions	Consolidated
   Balance as of January 1, 2025	$ 961.2	1,372.6	1,971.5	55.9	250.1	$ 4,611.3
   Impact of exchange rate movements	4.0	12.8	14.2	0.5	(0.3)	31.2
   Balance as of March 31, 2025	$ 965.2	1,385.4	1,985.7	56.4	249.8	$ 4,642.5

   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, 2024	$		851.1	543.8	$	1,394.9
   Additions, net of adjustments			20.2	-		20.2
   Adjustment for fully amortized intangibles			(11.7)	-		(11.7)
   Impact of exchange rate movements			-	2.7		2.7
   Balance as of March 31, 2025	$		859.6	546.5	$	1,406.1
   Accumulated Amortization
   Balance as of December 31, 2024	$	(380.0)		(290.8)	$	(670.8)
   Amortization expense, net(1)		(27.2)		(17.0)		(44.2)
   Adjustment for fully amortized intangibles		11.7		-		11.7
   Impact of exchange rate movements		-		(1.0)		(1.0)
   Balance as of March 31, 2025	$	(395.5)		(308.8)	$	(704.3)
   Net book value as of March 31, 2025	$	464.1		237.7	$	701.8

   (1) Included in this amount for MSRs was $0.8 million 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.

   13

   (in millions)		MSRs		Other Intangibles		Consolidated
   Gross Carrying Amount
   Balance as of December 31, 2023	$		801.8	546.2	$	1,348.0
   Additions, net of adjustments			21.9	-		21.9
   Adjustment for fully amortized intangibles			(5.3)	(9.2)		(14.5)
   Impact of exchange rate movements			-	(2.2)		(2.2)
   Balance as of March 31, 2024	$		818.4	534.8	$	1,353.2
   Accumulated Amortization
   Balance as of December 31, 2023	$	(309.8)		(253.2)	$	(563.0)
   Amortization expense, net(1)		(26.5)		(16.2)		(42.7)
   Adjustment for fully amortized intangibles		5.3		9.2		14.5
   Impact of exchange rate movements		-		0.6		0.6
   Balance as of March 31, 2024	$	(331.0)		(259.6)	$	(590.6)
   Net book value as of March 31, 2024	$	487.4		275.2	$	762.6

   (1) Included in this amount for MSRs was $1.6 million 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.

6. INVESTMENTS

   Summarized investment balances as of March 31, 2025 and December 31, 2024 are presented in the following table.

   (in millions)		March 31, 2025		December 31, 2024
   Investment Management co-investments	$		514.5	406.1
   Software and Technology Solutions investments			352.9	372.8
   Other investments			35.0	33.8
   Total	$		902.4	812.7

   Our Investment Management co-investments are primarily direct investments in 50 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement, while our Software and Technology Solutions investments are generally investments in early to mid-stage proptech companies as well as proptech funds.

   We have maximum potential unfunded commitments to direct investments or investment vehicles of $192.2 million and $8.8 million as of March 31, 2025 for our Investment Management and Software and Technology Solutions businesses, respectively.

   Impairment

   There were no significant other-than-temporary impairment charges on investments for the three months ended March 31, 2025 and 2024.

   14

   Fair Value

   We report a majority of our investments at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity earnings/losses. The table below shows the movement in our investments reported at fair value.

   The table below does not include our $9.9 million investment in certain mid-stage non-public companies as they are non-marketable equity investments accounted for under the measurement alternative, defined as cost minus impairment.

   (in millions)	2025		2024
   Fair value investments as of January 1,	$	742.0		740.8
   Investments		115.7		15.6
   Distributions		(6.0)		(6.4)
   Change in fair value, net		(27.7)		(3.1)
   Foreign currency translation adjustments, net		7.4		(6.3)
   Transfers in		24.6		3.2
   Fair value investments as of March 31,	$	856.0		743.8
   See Note 7, Fair Value Measurements, for additional discussion of our investments reported at fair value.

7. FAIR VALUE MEASUREMENTS

We measure certain assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, it establishes a framework for measuring fair value according to the following three-tier fair value hierarchy:

• Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date;

• Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

• Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Financial Instruments

Our financial instruments include Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, Warehouse receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, Commercial paper, Short-term borrowings, contract liabilities, Warehouse facilities, Credit facility, Long-term debt and foreign currency forward contracts. The carrying amounts of Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, contract liabilities and the Warehouse facilities approximate their estimated fair values due to the short-term nature of these instruments. The carrying values of our Credit facility, Commercial paper and Short-term borrowings approximate their estimated fair values given the variable interest rate terms and market spreads.

We estimated the fair value of our Long-term debt using dealer quotes that are Level 2 inputs in the fair value hierarchy. The fair value and carrying value of our debt are presented in the following table.

(in millions)		March 31, 2025		December 31, 2024
Long-term debt, fair value	$		797.5	785.2
Long-term debt, carrying value, net of debt issuance costs			772.1	756.7

Investments at Fair Value - Net Asset Value ("NAV")

We report a significant portion of our investments at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value, and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity earnings/losses.

15

For a subset of our investments reported at fair value, we estimate the fair value using the NAV per share (or its equivalent) our investees provide. Critical inputs to NAV estimates included valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. We did not consider any adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate. As of March 31, 2025 and December 31, 2024, investments at fair value using NAV were

$502.4 million and $367.9 million, respectively. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table.

Recurring Fair Value Measurements

The following table categorizes by level in the fair value hierarchy the estimated fair value of our assets and liabilities measured at fair value on a recurring basis.

		March 31, 2025			December 31, 2024
(in millions)	Level 1	Level 2	Level 3		Level 1 Level 2	Level 3
Assets
Investments - fair value	$ 44.0	-	311.0		43.8 -	330.3
Foreign currency forward contracts receivable	-	2.5	-		- 4.9	-
Warehouse receivables	-	601.6	-		- 770.7	-
Deferred compensation plan assets	-	673.4	-		- 664.0	-
Mortgage banking derivative assets	-	-	71.4		- -	161.1
Total assets at fair value	$ 44.0	1,277.5	382.4		43.8 1,439.6	491.4
Liabilities
Foreign currency forward contracts payable	$ -	4.1	-		- 13.9	-
Deferred compensation plan liabilities	-	644.5	-		- 658.4	-
Earn-out liabilities	-	-	37.5		- -	35.8
Mortgage banking derivative liabilities	-	-	54.7		- -	67.3
Total liabilities at fair value	$ -	648.6	92.2		- 672.3	103.1

Investments

We classify one investment as Level 1 in the fair value hierarchy as a quoted price is readily available. We increase or decrease our investment each reporting period by the change in the fair value of the investment. We report the fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity earnings/losses.

Investments classified as Level 3 in the fair value hierarchy represent investments in early-stage non-public entities where we elected the fair value option. For most of our investments, the carrying value was deemed to approximate fair value due to the proximity of the investment date, or date of most recent financing raise, to the balance sheet date, as well as consideration of investee-level performance updates. The fair value of certain investments is estimated using significant unobservable inputs which requires judgment due to the absence of market data. In determining the estimated fair value of these investments, we utilize appropriate valuation techniques including discounted cash flow analyses, scorecard method, Black-Scholes models and other methods as appropriate. Key inputs include projected cash flows, discount rates, peer group multiples and volatility.

To the extent there are changes in fair value, we recognize such changes through Equity earnings/losses.

Foreign Currency Forward Contracts

We regularly use foreign currency forward contracts to manage our currency exchange rate risk related to intercompany lending and cash management practices. These contracts are on the Consolidated Balance Sheets as current assets and current liabilities. We determine the fair values of these contracts based on current market rates. The inputs for these valuations are Level 2 in the fair value hierarchy. The following table details the gross notional value and net basis of these contracts.

16

(in billions)		March 31, 2025		December 31, 2024
Foreign currency forward contracts, gross notional value	$		2.16	2.21
Foreign currency forward contracts, net basis			0.96	1.08

We record the asset and liability positions for our foreign currency forward contracts based on the net payable or net receivable position with the financial institutions from which we purchase these contracts. The outstanding balances of these contracts are presented in the following table.

(in millions)		March 31, 2025		December 31, 2024
Net asset, receivable positions	$		4.0	5.4
Net asset, payable positions			(1.5)	(0.5)
Foreign currency forward contracts receivable	$		2.5	4.9
Net liability, receivable positions	$		(0.3)	(1.9)
Net liability, payable positions			4.4	15.8
Foreign currency forward contracts payable	$		4.1	13.9

Warehouse Receivables

The fair value of the Warehouse receivables is based on already locked-in security-buy prices. As of March 31, 2025 and December 31, 2024, all of our Warehouse receivables included in the Consolidated Balance Sheets were under commitment to be purchased by government-sponsored enterprises ("GSEs") or by a qualifying investor as part of a U.S. government or GSE mortgage-backed security program. The Warehouse receivables are classified as Level 2 in the fair value hierarchy as all significant inputs are readily observable.

Deferred Compensation

We maintain a deferred compensation plan for certain of our U.S. employees that allows them to defer portions of their compensation. We recorded this plan on our Consolidated Balance Sheet as Deferred compensation plan assets, long-term deferred compensation plan liabilities, included in Deferred compensation, and as a reduction of equity, Shares held in trust. The components of the plan are presented in the following table.

(in millions)		March 31, 2025		December 31, 2024
Deferred compensation plan assets	$		673.4	664.0
Long-term deferred compensation plan liabilities			644.5	658.4
Shares held in trust			12.1	11.8

Earn-Out Liabilities

We classify our Earn-out liabilities within Level 3 in the fair value hierarchy because the inputs we use to develop the estimated fair value include unobservable inputs. See Note 5, Business Combinations, Goodwill and Other Intangible Assets, for additional discussion of our Earn-out liabilities.

Mortgage Banking Derivatives

Both our interest rate lock commitments to prospective borrowers and forward sale contracts with prospective investors are undesignated derivatives and considered Level 3 valuations due to significant unobservable inputs related to nonperformance risk. Although nonperformance risk does not currently have a material impact, an increase in nonperformance risk assumptions would result in a lower fair value measurement.

17

The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

(in millions)

Balance as of December 31, 2024

Net change in fair value

Foreign CTA(1)

Purchases /

Additions Settlements Transfers out

Balance as of March 31, 2025

Mortgage banking derivative assets and liabilities, net

Earn-out liabilities

93.8

35.8

7.3

3.9

-

0.1

30.0

-

(114.4)

(0.1)

-

(2.2)

16.7

37.5

Investments $ 330.3 (19.9) 0.7 - (0.1) - $ 311.0

(in millions)

Balance as of December 31, 2023

Net change in

fair value Foreign CTA(1)

Purchases /

Additions Settlements Transfers in(2)

Balance as of March 31, 2024

Investments $ 367.3 (1.1) (0.2) 0.5 - 3.2 $ 369.7

Mortgage banking derivative

assets and liabilities, net 10.3 8.7 - 23.8 (23.9) - 18.9

Earn-out liabilities 57.5 (10.5) - - (0.3) - 46.7

1. CTA: Currency translation adjustments

2. Transfers in for Investments: Notes receivable (inclusive of accrued interest) converted to unconsolidated equity investments and were classified as a Level 3 investment immediately.

Category of Assets/Liabilities using Unobservable Inputs

Consolidated Statements

of Comprehensive Income Account Caption

Earn-out liabilities (short-term and long-term) Restructuring and acquisition charges

Net change in fair value, included in the tables above, is reported in Net income as follows.

Investments Equity earnings/losses

Other current liabilities - Mortgage banking derivative liabilities Revenue

Non-Recurring Fair Value Measurements

We review our investments, except those investments otherwise reported at fair value, on a quarterly basis, or as otherwise deemed necessary, for indications of whether we may be unable to recover the carrying value of our investments and whether such investments are other than temporarily impaired. When the carrying amount of the investment is in excess of the estimated future undiscounted cash flows, we use a discounted cash flow approach or other acceptable method to determine the fair value of the investment in computing the amount of the impairment. Our determination of fair value primarily relies on Level 3 inputs. We did not recognize any significant investment-level impairment losses during either of the three months ended March 31, 2025 or 2024. See Note 6, Investments, for additional information, including information related to impairment charges recorded at the investee level.

18

8. DEBT
Debt is composed of the following obligations.
($ in millions)		March 31, 2025		December 31, 2024
Short-term debt:
Local overdraft facilities	$		17.0	18.9
Other short-term borrowings			71.3	134.9
Commercial paper, net of debt issuance costs of $1.7 and $0.7			898.3	199.3
Total short-term debt, net of debt issuance costs	$		986.6	353.1
Credit facility, net of debt issuance costs of $10.7 and $11.4			409.3	88.6
Long-term senior notes, 1.96%, face amount of €175.0, due June 2027, net of debt issuance costs of $0.3 and $0.3			188.7	181.2
Long-term senior notes, 6.875%, face amount of $400.0, due December 2028, net of debt issuance costs of $5.3 and $5.6 Long-term senior notes, 2.21%, face amount of €175.0, due June 2029, net of debt issuance	394.7			394.4
costs of $0.4 and $0.5		188.7		181.1
Total debt, net of debt issuance costs	$	2,168.0		1,198.4

Commercial Paper Program

We maintain a commercial paper program (the "Program") in which we may issue up to $2.5 billion of short-term, unsecured and unsubordinated commercial paper notes at any time. Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time. Notes issued under the Program will be sold under customary market terms in the U.S. commercial paper market at par less a discount representing an interest factor or, if interest bearing, at par. The maturities of the Program notes may vary but may not exceed 397 days from the date of issuance. We intend to use net proceeds of the Program for general corporate purposes, including the repayment of outstanding borrowings under our credit facilities.

Credit Facilities

We have a $3.3 billion unsecured revolving credit facility (the "Facility") that matures on November 3, 2028. Undiscounted pricing on the Facility ranges from Adjusted Term Secured Overnight Financing Rate ("SOFR") plus 0.875% to 1.35%, with pricing including facility fees, as of March 31, 2025 at Adjusted Term SOFR plus 0.86%.

In addition, we have an uncommitted credit agreement (the "Uncommitted Facility"), which allows for discretionary short-term liquidity of up to

$400.0 million. Interest and fees are set at the time of utilization and calculated on a 360-day basis. Between quarter-end dates, we intend to use the proceeds to reduce indebtedness under the Facility at a lower interest rate. As such, the Uncommitted Facility had no outstanding balance as of both March 31, 2025 and December 31, 2024.

The following table provides additional information on our Program, Facility and Uncommitted Facility, collectively.

Three Months Ended March 31,

($ in millions)	2025	2024
Average outstanding borrowings	$ 1,003.3	1,056.7
Average effective interest rate	5.0 %	6.1 %

We will continue to use the Facility for, but not limited to, business acquisitions, working capital needs (including payment of accrued incentive compensation), co-investment activities, share repurchases and capital expenditures.

Short-Term and Long-Term Debt

In addition to our credit facilities, we have the capacity to borrow up to an additional $44.1 million under local overdraft facilities. Amounts outstanding are presented in the debt table above.

As of March 31, 2025, our issuer and senior unsecured ratings are investment grade: Baa1 from Moody's Investors Service, Inc. and BBB+ from Standard & Poor's Ratings Services.

19

Covenants

Our Facility and senior notes are subject to customary financial and other covenants, including cash interest coverage ratios and leverage ratios, as well as event of default conditions. We remained in compliance with all covenants as of March 31, 2025.

Warehouse Facilities

We maintain our Warehouse facilities with third-party lenders for the purpose of funding mortgage loans that will be resold (Warehouse receivables). The following table shows our gross cash activity related to Warehouse receivables as well as the corresponding, and largely offsetting, net change of our Warehouse facilities. This activity, in aggregate, is reflected as net cash flows from operating activities in our Consolidated Statements of Cash Flows.

Three Months Ended March 31,

(in millions)		2025		2024
Origination of mortgage loans	$		(1,824.1)		(1,587.3)
Proceeds from the sales of mortgage loans			2,064.3		1,929.4
Net decrease in Warehouse facilities			(240.3)		(340.5)

The following table provides details regarding our Warehouse facilities lines of credit.

March 31, 2025 December 31, 2024

($ in millions)

Outstanding Balance

Maximum Capacity

Outstanding Balance

Maximum Capacity

Warehouse facilities:
SOFR plus 1.40%, expires September 15, 2025	$ 85.2	700.0	341.3	700.0
SOFR plus 1.30%, expires September 13, 2025	348.4	1,200.0	416.5	2,100.0
SOFR plus 1.40%, expires October 23, 2025	167.7	400.0	8.8	400.0
Fannie Mae ASAP(1)program, SOFR plus 1.25%	-	n/a	75.3	n/a
Gross warehouse facilities	601.3	2,300.0	841.9	3,200.0
Debt issuance costs	(0.6)	n/a	(0.9)	n/a
Total warehouse facilities	$ 600.7	2,300.0	841.0	3,200.0

(1) As Soon As Pooled ("ASAP") funding program

We have lines of credit established for the sole purpose of funding our Warehouse receivables. These lines of credit exist with financial institutions and are secured by the related Warehouse receivables. Pursuant to these facilities, we are required to comply with certain financial covenants regarding (i) minimum net worth, (ii) minimum servicing-related loans and (iii) minimum adjusted leverage ratios. We remained in compliance with all covenants under our facilities as of March 31, 2025.

20

1. COMMITMENTS AND CONTINGENCIES

   We are a defendant in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount.

   Professional Indemnity Insurance

   In order to better manage our global insurance program and support our risk management efforts, we supplement our traditional insurance coverage for certain types of claims by using a wholly-owned captive insurance company. The level of risk retained by our captive insurance company, with respect to professional indemnity claims, is up to $10.0 million per claim. We contract third-party insurance companies to provide coverage of risk in excess of this amount. When a potential loss event occurs, we estimate the ultimate cost of the claim and accrue the amount in Other current and long-term liabilities on our Consolidated Balance Sheets when probable and estimable. In addition, we have established receivables from third-party insurance providers for claim amounts in excess of the risk retained by our captive insurance company. In total, these receivables were $0.5 million as of both March 31, 2025 and December 31, 2024, and are included in Notes and other receivables on our Consolidated Balance Sheet.

   The following table shows the professional indemnity accrual activity and related payments.

   (in millions)
   December 31, 2024	$	4.2
   New claims		-
   Prior year claims adjustments (including foreign currency changes)		0.2
   Claims paid		(2.4)
   March 31, 2025	$	2.0
   December 31, 2023	$	9.4
   New claims		0.2
   Prior year claims adjustments (including foreign currency changes)		-
   Claims paid		(2.4)
   March 31, 2024	$	7.2

   Delegated Underwriting and Servicing ("DUS") Program Loan Loss-Sharing

   As a participant in the DUS program, we retain a portion of the risk of loss for loans that are originated and sold under the DUS program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios. Generally, we share approximately one-third of incurred losses, subject to a cap of 20% of the principal balance of the mortgage at origination. As of March 31, 2025 and December 31, 2024, we had loans, funded and sold, subject to such loss-sharing arrangements with an aggregate unpaid principal balance of $23.4 billion and $23.0 billion, respectively.

   For all DUS program loans with loss-sharing obligations, we record a non-contingent liability equal to the estimated fair value of the guarantee obligations undertaken upon sale of the loan, which reduces our gain on sale of the loan. Subsequently, this liability is amortized over the estimated life of the loan and recognized as Revenue on the Consolidated Statements of Comprehensive Income. As of March 31, 2025 and December 31, 2024, the loss-sharing guarantee obligations were $30.6 million and $30.0 million, respectively, and are included in Other liabilities on our Consolidated Balance Sheets. There were no loan losses incurred during the three months ended March 31, 2025 and 2024.

   The loss-sharing aspect of the program represents an off-balance sheet credit exposure. We record a separate contingent reserve for this risk calculated on an individual loan level. As of March 31, 2025 and December 31, 2024, the loan loss guarantee reserve was $27.6 million and $28.5 million, respectively, and is included within Other liabilities on our Consolidated Balance Sheets.

   21

2. ‌RESTRUCTURING AND ACQUISITION CHARGES

   Restructuring and acquisition charges include cash and non-cash expenses. Cash-based charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes, (ii) acquisition, transaction and integration-related charges and (iii) other restructuring including lease exit charges. Non-cash charges include (i) stock-based compensation expense for retention awards issued in conjunction with prior-period acquisitions and (ii) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity. Restructuring and acquisition charges are presented in the table below.

   Three Months Ended March 31,

   (in millions)	2025		2024
   Severance and other employment-related charges	$	7.4		4.5
   Restructuring, pre-acquisition and post-acquisition charges		7.7		7.4
   Stock-based compensation expense for post-acquisition retention awards		0.7		0.3
   Fair value adjustments to earn-out liabilities		3.9		(10.5)
   Restructuring and acquisition charges	$	19.7		1.7

   We expect nearly all expenses related to (i) severance and other employment-related charges and (ii) restructuring, pre-acquisition and post-acquisition charges as of March 31, 2025 will be paid during the next twelve months.

3. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

The tables below present the changes in Accumulated other comprehensive income (loss) ("AOCI") by component.

Cumulative foreign

Pension and currency translation

(in millions)	postretirement	benefit	adjustment	Total
Balance as of December 31, 2024	$	(55.5)	(591.4)	$ (646.9)
Other comprehensive (loss) income before reclassification		(0.5)	36.8	36.3
Amounts reclassified from AOCI after tax expense of $ -, $ - and $ -		-	-	-
Other comprehensive (loss) income after tax expense of $ - , $ - and $ -		(0.5)	36.8	36.3
Balance as of March 31, 2025	$	(56.0)	(554.6)	$ (610.6)

(in millions)

Pension and postretirement benefit

Cumulative foreign currency

translation adjustment Total

Balance as of December 31, 2023	$	(63.8)	(527.7)	$ (591.5)
Other comprehensive income (loss) before reclassification		0.3	(37.7)	(37.4)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -		-	-	-
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -		0.3	(37.7)	(37.4)
Balance as of March 31, 2024	$	(63.5)	(565.4)	$ (628.9)

For pension and postretirement benefits, we report amounts reclassified from Accumulated other comprehensive loss in Other income within the Consolidated Statements of Comprehensive Income.

22

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, for the three months ended March 31, 2025, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the SEC and also available on our website (https://www.jll.com). You should also refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report on Form 10-K.

The following discussion and analysis contains certain forward-looking statements generally identified by the words anticipates, believes, estimates, expects, forecasts, plans, intends and other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause JLL's actual results, performance, achievements, plans and objectives to be materially different from any future results, performance, achievements, plans and objectives expressed or implied by such forward-looking statements. See the Cautionary Note Regarding Forward-Looking Statements included within this section for further information.

We present our quarterly Management's Discussion and Analysis in the following sections:

1. A summary of our critical accounting policies and estimates;

2. Certain items affecting the comparability of results and certain market and other risks we face;

3. The results of our operations, first on a consolidated basis and then for each of our business segments; and

4. Liquidity and capital resources.

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

An understanding of our accounting policies is necessary for a complete analysis of our results, financial position, liquidity and trends. See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in our 2024 Annual Report on Form 10-K for a complete summary of our significant accounting policies.

The preparation of our financial statements requires management to make certain critical accounting estimates and judgments that impact (i) the stated amount of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements and (iii) the reported amount of revenue and expenses during the reporting periods. These accounting estimates are based on management's judgment. We consider them to be critical because of their significance to the financial statements and the possibility that future events may differ from current judgments or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts likely differ from such estimated amounts, we believe such differences are not likely to be material.

A discussion of our critical accounting policies and estimates used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q can be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to these critical accounting policies and estimates during the three months ended March 31, 2025.

ITEMS AFFECTING COMPARABILITY

Macroeconomic Conditions

Our results of operations and the variability of these results are significantly influenced by (i) macroeconomic trends, (ii) the geopolitical environment, (iii) the global and regional real estate markets and (iv) the financial and credit markets. These macroeconomic and other conditions have had, and we expect will continue to have, a significant impact on the variability of our results of operations.

23

Acquisitions and Dispositions

The timing of acquisitions and dispositions may impact the comparability of our results on a year-over-year basis. Our results include incremental revenues and expenses following the completion date of an acquisition. Relating to dispositions, comparable results will include the revenues and expenses of recent dispositions and results may also include gains (losses) on the disposition. In addition, there is generally an initial adverse impact on net income from an acquisition as a result of pre-acquisition due diligence expenditures, transaction/deal costs and post-acquisition integration costs, such as fees from third-party advisors engaged to assist with onboarding and process alignment, retention and severance expense, early lease termination costs and other integration expenses. For dispositions, we may also incur such incremental costs during the disposition process and these costs could have an adverse impact on net income.

Transaction-Based Revenues and Equity Earnings

Transaction-based revenues are impacted by the size and timing of our clients' transactions. Such revenues include investment sales and other capital markets activities, agency and tenant representation leasing transactions, incentive fees, and other services/offerings, increase the variability of the revenue we earn. Specifically for Investment Management, the magnitude and timing of recognition of incentive fees are driven by one or a combination of the following: changes in valuations of the underlying investments, dispositions of managed assets and the contractual measurement periods with clients. The timing and the magnitude of transaction-based revenues can vary significantly from year to year and quarter to quarter and also vary geographically.

Equity earnings may vary substantially from period to period for a variety of reasons, including as a result of (i) valuation increases (decreases) on investments reported at fair value, (ii) gains (losses) on asset dispositions and (iii) impairment charges. The timing of recognition of these items may impact comparability between quarters, in any one year or compared to a prior year.

The comparability of these items can be seen in Note 4, Business Segments, of the Notes to Consolidated Financial Statements and is discussed further in Segment Operating Results included herein.

Foreign Currency

We conduct business using a variety of currencies, but we report our results in U.S. dollars. As a result, the volatility of currencies against the U.S. dollar may positively or negatively impact our results. This volatility can make it more difficult to perform period-to-period comparisons of the reported U.S. dollar results of operations, because such results may indicate a growth or decline rate that might not have been consistent with the real underlying growth or decline rates in the local operations. Consequently, we provide information about the impact of foreign currencies in the period-to-period comparisons of the reported results of operations in our discussion and analysis of financial condition in the Results of Operations section below.

Seasonality

Historically, we have reported a relatively smaller revenue and profit in the first quarter with both measures increasing each of the following three quarters. This is a result of a general focus in the real estate industry on completing or documenting transactions by calendar year end and the fact that certain expenses are constant through the year. Our seasonality excludes the recognition of investment-generated performance fees and realized and unrealized investment equity earnings and losses. Specifically, we recognize incentive fees when assets are sold or as a result of valuation increases in the portfolio, the timing of which may not be predictable or recurring. In addition, investment equity gains and losses are primarily dependent on valuations of underlying investments, and the direction and magnitude of changes to such valuations are not predictable. Non-variable operating expenses, which we treat as expenses when incurred during the year, are relatively constant on a quarterly basis.

A significant portion of our Compensation and benefits expense is from incentive compensation plans, which we generally accrue throughout the year based on progress toward annual performance targets. This quarterly estimation can result in significant fluctuations in quarterly Compensation and benefits expense from period to period. Consequently, the results for the periods ended March 31, 2025 and 2024 are not fully indicative of the results we expect to realize for the full fiscal year.

24

RESULTS OF OPERATIONS

Definitions

• Assets under management data for Investment Management is primarily reported on a one-quarter lag.

• n.m.: not meaningful, represented by a percentage change of greater than 1,000%, favorable or unfavorable.

• Effective January 1, 2025, we report Project Management in Resilient revenue. Prior period financial information was recast to conform with this presentation.

• We define "Resilient" revenue as, (i) Workplace Management, Project Management and Property Management, within Real Estate Management Services, (ii) Value and Risk Advisory, and Loan Servicing, within Capital Markets Services, (iii) Advisory Fees, within Investment Management, and

  (iv) Software and Technology Solutions. In addition, we define "Transactional" revenue as (i) Portfolio Services and Other, within Real Estate

  Management Services, (ii) Leasing Advisory, (iii) Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, and (iv) Incentive fees and Transaction fees and other, within Investment Management.

• Gross contract costs represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are directly or indirectly reimbursed through the fees we receive. These costs are presented on a gross basis in Operating expenses (with the corresponding fees in Revenue).

• We define "Greater China" as China, Hong Kong, Macau and Taiwan.

  Consolidated Operating Results

  Three Months Ended March 31, Change in % Change in

  ($ in millions) 2025 2024 U.S. dollars Local Currency

  Real Estate Management Services	$ 4,569.4	4,069.2	500.2	12 %	14 %
  Leasing Advisory	586.1	520.4	65.7	13	13
  Capital Markets Services	435.3	377.6	57.7	15	16
  Investment Management	98.5	103.4	(4.9)	(5)	(4)
  Software and Technology Solutions	57.1	53.9	3.2	6	6
  Revenue	$ 5,746.4	5,124.5	621.9	12 %	13 %
  Platform compensation and benefits	$ 1,291.7	1,178.5	113.2	10 %	11 %
  Platform operating, administrative and other expenses	301.1	270.4	30.7	11	12
  Depreciation and amortization	71.6	61.0	10.6	17	19
  Total platform operating expenses	1,664.4	1,509.9	154.5	10	11
  Gross contract costs	3,942.3	3,498.7	443.6	13	14
  Restructuring and acquisition charges	19.7	1.7	18.0	n.m.	n.m.
  Total operating expenses	$ 5,626.4	5,010.3	616.1	12 %	14 %
  Operating income	$ 120.0	114.2	5.8	5 %	4 %
  Equity losses	$ (25.6)	(3.7)	(21.9)	(592)%	(593)%
  Net non-cash MSR and mortgage banking derivative activity	$ (12.9)	(9.0)	(3.9)	(43)%	(43)%
  Adjusted EBITDA	$ 224.8	187.1	37.7	20 %	20 %

  25

  Non-GAAP Financial Measures

  Management uses certain non-GAAP financial measures to develop budgets and forecasts, measure and reward performance against those budgets and forecasts, and enhance comparability to prior periods. These measures are believed to be useful to investors and other external stakeholders as supplemental measures of core operating performance and include the following:

• Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") and

• Percentage changes against prior periods, presented on a local currency basis.

However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with U.S. GAAP. Any measure that eliminates components of a company's capital structure, cost of operations or investments, or other results has limitations as a performance measure. In light of these limitations, management also considers U.S. GAAP financial measures and does not rely solely on non-GAAP financial measures. Because our non-GAAP financial measures are not calculated in accordance with U.S. GAAP, they may not be comparable to similarly titled measures used by other companies.

Adjustments to U.S. GAAP Financial Measures Used to Calculate non-GAAP Financial Measures

Net non-cash MSR and mortgage banking derivative activity consists of the balances presented within Revenue composed of (i) derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity and (ii) gains recognized from the retention of MSR upon origination and sale of mortgage loans, offset by (iii) amortization of MSR intangible assets over the period that net servicing income is projected to be received. Non-cash derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity are calculated as the estimated fair value of loan commitments and subsequent changes thereof, primarily represented by the estimated net cash flows associated with future servicing rights. MSR gains and corresponding MSR intangible assets are calculated as the present value of estimated net cash flows over the estimated mortgage servicing periods. The above activity is reported entirely within Revenue of the Capital Markets Services segment. Excluding net non-cash MSR and mortgage banking derivative activity reflects how we manage and evaluate performance because the excluded activity is non-cash in nature.

Restructuring and acquisition charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership or transformation of business processes; (ii) acquisition, transaction and integration-related charges, including fair value adjustments, which are generally non-cash in the periods such adjustments are made, to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangible assets; and

(iii) other restructuring, including lease exit charges. Such activity is excluded as the amounts are generally either non-cash in nature or the anticipated benefits from the expenditures would not likely be fully realized until future periods. Restructuring and acquisition charges are excluded from segment operating results and therefore not a line item in the segments' reconciliation to Adjusted EBITDA.

Gain/loss on disposition reflects the gain or loss recognized on the sale or disposition of businesses. Given the low frequency of business disposals by the Company historically, the gain or loss directly associated with such activity is excluded as it is not considered indicative of core operating performance.

Interest on employee loans, net of forgiveness reflects interest accrued on employee loans less the amount of accrued interest forgiven. Certain employees (predominantly in Leasing Advisory and Capital Markets Services) receive cash payments structured as loans, with interest. Employees earn forgiveness of the loan based on performance, generally calculated as a percentage of revenue production. Such forgiven amounts are reflected in Compensation and benefits expense. Given the interest accrued on these employee loans and subsequent forgiveness are non-cash and the amounts perfectly offset over the life of the loan, the activity is not indicative of core operating performance and is excluded from non-GAAP measures.

Equity earnings/losses (Investment Management and Software and Technology Solutions) primarily reflects valuation changes on investments reported at fair value. Investments reported at fair value are increased or decreased each reporting period by the change in the fair value of the investment. Where the measurement alternative has been elected, our investment is increased or decreased upon observable price changes. Such activity is excluded as the amounts are generally non-cash in nature and not indicative of core operating performance.

26

Note: Equity earnings/losses in the remaining segments represent the results of unconsolidated operating ventures (not investments), and therefore, the amounts are included in Adjusted EBITDA on both a segment and consolidated basis.

Credit losses on convertible note investments reflects credit impairments associated with pre-equity convertible note investments in early-stage proptech enterprises. Such losses are similar to the equity investment-related losses included in equity earnings/losses for Software and Technology Solutions' investments and are therefore consistently excluded from adjusted measures.

Reconciliation of Non-GAAP Financial Measures

Below is a reconciliation of Net income attributable to common shareholders to Adjusted EBITDA.

Three Months Ended March 31,

(in millions)	2025		2024
Net income attributable to common shareholders	$	55.3		66.1
Add:
Interest expense, net of interest income		24.6		30.5
Income tax provision		14.0		15.9
Depreciation and amortization(1)		70.7		60.0
Adjustments:
Restructuring and acquisition charges		19.7		1.7
Net non-cash MSR and mortgage banking derivative activity		12.9		9.0
Interest on employee loans, net of forgiveness		(1.6)		(1.0)
Equity losses - Investment Management and Software and Technology Solutions(1)		28.7		4.9
Credit losses on convertible note investments		0.5		-
Adjusted EBITDA	$	224.8		187.1
(1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.

27

In discussing our operating results, we report percentage changes in local currency, unless otherwise noted. Amounts presented on a local currency basis are calculated by translating the current period results of our foreign operations to U.S. dollars using the foreign currency exchange rates from the comparative period. We believe this methodology provides a framework for assessing performance and operations excluding the effect of foreign currency fluctuations.

The following table reflects the reconciliation to local currency amounts for consolidated (i) Revenue, (ii) Operating income and (iii) Adjusted EBITDA.

Three Months Ended March 31,

($ in millions)	2025		% Change
Revenue:
At current period exchange rates	$	5,746.4		12 %
Impact of change in exchange rates		60.4		n/a
At comparative period exchange rates	$	5,806.8		13 %
Operating income:
At current period exchange rates	$	120.0		5 %
Impact of change in exchange rates		(1.3)		n/a
At comparative period exchange rates	$	118.7		4 %
Adjusted EBITDA:
At current period exchange rates	$	224.8		20 %
Impact of change in exchange rates		(0.5)		n/a
At comparative period exchange rates	$	224.3		20 %

28

Revenue

Revenue increased 13% compared with the prior-year quarter. Several businesses with Resilient revenues, collectively up 13%, continued to deliver strong growth, highlighted by (i) Workplace Management, up 15%, and (ii) Project Management, up 16%, both within Real Estate Management Services, as well as

(iii) Software and Technology Solutions, up 6%. The collective 14% increase in Transactional revenue was led by Leasing, within Leasing Advisory, up 15%,

and Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 22% (excluding the impact of non-cash MSR and mortgage banking derivative activity).

The following highlights Revenue by segment, for the first quarter of 2025 and 2024 ($ in millions). Refer to segment operating results for further detail.

Operating Expenses

Consolidated operating expenses were $5.6 billion for the first quarter, up 14% from the same period in 2024. Gross contract costs were $3.9 billion, up 14% from the prior-year quarter, attributable to growth from businesses with higher client pass-through expenses such as Workplace Management and Property Management, within Real Estate Management Services. Platform operating expenses were $1.7 billion for the first quarter, an 11% increase from the prior-year quarter, largely due to revenue-related expense growth and incremental investments in the platform (notably technology and artificial intelligence capabilities) across segments to drive future business growth.

29

Attachments

• Original document
• Permalink

Disclaimer

Jones Lang LaSalle Inc. published this content on May 08, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 08, 2025 at 01:59 UTC.