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 six months ended June 30, 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 (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 six months ended June 30, 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.
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, which 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 June 30, 2025 and 2024 are not fully indicative of the results we expect to realize for the full fiscal year.
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 "MENA" as Middle East and North Africa.
Consolidated Operating Results
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Change in
|
% Change in Local Currency
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
|
Real Estate Management Services
|
$
|
4,894.0
|
|
4,369.9
|
|
524.1
|
|
12
|
%
|
11
|
%
|
|
Leasing Advisory
|
676.8
|
|
642.2
|
|
34.6
|
|
5
|
|
5
|
|
|
Capital Markets Services
|
520.3
|
|
457.6
|
|
62.7
|
|
14
|
|
12
|
|
|
Investment Management
|
103.1
|
|
102.6
|
|
0.5
|
|
-
|
|
(2)
|
|
|
Software and Technology Solutions
|
55.9
|
|
56.4
|
|
(0.5)
|
|
(1)
|
|
(1)
|
|
|
Revenue
|
$
|
6,250.1
|
|
5,628.7
|
|
621.4
|
|
11
|
%
|
10
|
%
|
|
Platform compensation and benefits
|
$
|
1,427.2
|
|
1,330.8
|
|
96.4
|
|
7
|
%
|
6
|
%
|
|
Platform operating, administrative and other expenses
|
349.7
|
|
324.3
|
|
25.4
|
|
8
|
|
6
|
|
|
Depreciation and amortization
|
67.7
|
|
62.3
|
|
5.4
|
|
9
|
|
8
|
|
|
Total platform operating expenses
|
1,844.6
|
|
1,717.4
|
|
127.2
|
|
7
|
%
|
6
|
%
|
|
Gross contract costs
|
4,186.8
|
|
3,747.4
|
|
439.4
|
|
12
|
|
11
|
|
|
Restructuring and acquisition charges
|
21.3
|
|
11.5
|
|
9.8
|
|
85
|
|
87
|
|
|
Total operating expenses
|
$
|
6,052.7
|
|
5,476.3
|
|
576.4
|
|
11
|
%
|
10
|
%
|
|
Operating income
|
$
|
197.4
|
|
152.4
|
|
45.0
|
|
30
|
%
|
28
|
%
|
|
Equity losses
|
$
|
(27.4)
|
|
(15.4)
|
|
(12.0)
|
|
(78)
|
%
|
(79)
|
%
|
|
Net non-cash MSR and mortgage banking derivative activity
|
$
|
(4.2)
|
|
(11.8)
|
|
7.6
|
|
64
|
%
|
64
|
%
|
|
Adjusted EBITDA
|
$
|
291.7
|
|
246.3
|
|
45.4
|
|
18
|
%
|
17
|
%
|
Consolidated Operating Results (continued)
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|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
Change in
|
% Change in Local Currency
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
|
Real Estate Management Services
|
$
|
9,463.4
|
|
8,439.1
|
|
1,024.3
|
|
12
|
%
|
12
|
%
|
|
Leasing Advisory
|
1,262.9
|
|
1,162.6
|
|
100.3
|
|
9
|
|
9
|
|
|
Capital Markets Services
|
955.6
|
|
835.2
|
|
120.4
|
|
14
|
|
14
|
|
|
Investment Management
|
201.6
|
|
206.0
|
|
(4.4)
|
|
(2)
|
|
(3)
|
|
|
Software and Technology Solutions
|
113.0
|
|
110.3
|
|
2.7
|
|
2
|
|
3
|
|
|
Revenue
|
$
|
11,996.5
|
|
10,753.2
|
|
1,243.3
|
|
12
|
%
|
12
|
%
|
|
Platform compensation and benefits
|
$
|
2,718.9
|
|
2,509.3
|
|
209.6
|
|
8
|
%
|
8
|
%
|
|
Platform operating, administrative and other expenses
|
650.8
|
|
594.7
|
|
56.1
|
|
9
|
|
9
|
|
|
Depreciation and amortization
|
139.3
|
|
123.3
|
|
16.0
|
|
13
|
|
13
|
|
|
Total platform operating expenses
|
$
|
3,509.0
|
|
3,227.3
|
|
281.7
|
|
9
|
%
|
9
|
%
|
|
Gross contract costs
|
8,129.1
|
|
7,246.1
|
|
883.0
|
|
12
|
|
13
|
|
|
Restructuring and acquisition charges
|
41.0
|
|
13.2
|
|
27.8
|
|
211
|
|
213
|
|
|
Total operating expenses
|
$
|
11,679.1
|
|
10,486.6
|
|
1,192.5
|
|
11
|
%
|
12
|
%
|
|
Operating income
|
$
|
317.4
|
|
266.6
|
|
50.8
|
|
19
|
%
|
18
|
%
|
|
Equity losses
|
$
|
(53.0)
|
|
(19.1)
|
|
(33.9)
|
|
(177)
|
%
|
(179)
|
%
|
|
Net non-cash MSR and mortgage banking derivative activity
|
$
|
(17.1)
|
|
(20.8)
|
|
3.7
|
|
18
|
%
|
18
|
%
|
|
Adjusted EBITDA
|
$
|
516.5
|
|
433.4
|
|
83.1
|
|
19
|
%
|
19
|
%
|
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 chargesprimarily 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.
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 investmentsreflects 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.
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|
(in millions)
|
2025
|
2024
|
2025
|
2024
|
|
Net income attributable to common shareholders
|
$
|
112.3
|
|
84.4
|
|
$
|
167.6
|
|
150.5
|
|
|
Add:
|
|
|
|
|
|
Interest expense, net of interest income
|
35.3
|
|
41.7
|
|
59.9
|
|
72.2
|
|
|
Income tax provision
|
26.7
|
|
20.5
|
|
40.7
|
|
36.4
|
|
|
Depreciation and amortization(1)
|
66.7
|
|
61.4
|
|
137.4
|
|
121.4
|
|
|
Adjustments:
|
|
|
|
|
|
Restructuring and acquisition charges
|
21.3
|
|
11.5
|
|
41.0
|
|
13.2
|
|
|
Net non-cash MSR and mortgage banking derivative activity
|
4.2
|
|
11.8
|
|
17.1
|
|
20.8
|
|
|
Interest on employee loans, net of forgiveness
|
(2.0)
|
|
(1.3)
|
|
(3.6)
|
|
(2.3)
|
|
|
Equity losses - Investment Management and Software and Technology Solutions(1)
|
27.0
|
|
16.3
|
|
55.7
|
|
21.2
|
|
|
Credit losses on convertible note investments
|
0.2
|
|
-
|
|
0.7
|
|
-
|
|
|
Adjusted EBITDA
|
$
|
291.7
|
|
246.3
|
|
$
|
516.5
|
|
433.4
|
|
(1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.
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.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|
($ in millions)
|
2025
|
% Change
|
2025
|
% Change
|
|
Revenue:
|
|
|
|
|
|
|
At current period exchange rates
|
$
|
6,250.1
|
|
11
|
%
|
|
$
|
11,996.5
|
|
12
|
%
|
|
Impact of change in exchange rates
|
(39.2)
|
|
n/a
|
|
21.2
|
|
n/a
|
|
At comparative period exchange rates
|
$
|
6,210.9
|
|
10
|
%
|
|
$
|
12,017.7
|
|
12
|
%
|
|
|
|
|
|
|
|
|
Operating income:
|
|
|
|
|
|
|
At current period exchange rates
|
$
|
197.4
|
|
30
|
%
|
|
$
|
317.4
|
|
19
|
%
|
|
Impact of change in exchange rates
|
(2.0)
|
|
n/a
|
|
(3.3)
|
|
n/a
|
|
At comparative period exchange rates
|
$
|
195.4
|
|
28
|
%
|
|
$
|
314.1
|
|
18
|
%
|
|
|
|
|
|
|
|
|
Adjusted EBITDA:
|
|
|
|
|
|
|
At current period exchange rates
|
$
|
291.7
|
|
18
|
%
|
|
$
|
516.5
|
|
19
|
%
|
|
Impact of change in exchange rates
|
(2.4)
|
|
n/a
|
|
(2.9)
|
|
n/a
|
|
At comparative period exchange rates
|
$
|
289.3
|
|
17
|
%
|
|
$
|
513.6
|
|
19
|
%
|
Revenue
For the second quarter, revenue increased 10% compared with the prior-year quarter. Resilient revenues were collectively up 11%, highlighted by Project Management, up 22%, and Workplace Management, up 10%, both within Real Estate Management Services. The collective 7% increase in Transactional revenue was led by Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 14% (excluding the impact of non-cash MSR and mortgage banking derivative activity).
On a year-to-date basis, revenue increased 12%. Resilient revenues grew 12% collectively, highlighted by Workplace Management, up 13%, and Project Management, up 19%. Transactional revenues increased 10% collectively, led by Investment Sales, Debt/Equity Advisory and Other, up 18% (excluding the impact of non-cash MSR and mortgage banking derivative activity), and Leasing, within Leasing Advisory, up 9%.
The following highlights Revenue by segment, for the second quarter and first half of 2025 and 2024. Refer to segment operating results for further detail.
Revenue by Segment (in millions)
Operating Expenses
Consolidated operating expenses were $6.1 billion for the second quarter, up 10% from the same period in 2024. Gross contract costs were $4.2 billion, up 11% from the prior-year quarter, attributable to growth from businesses with higher client pass-through expenses such as Workplace Management and Project Management, within Real Estate Management Services. Platform operating expenses were $1.8 billion for the second quarter, a 6% increase from the prior-year quarter, largely due to revenue-related expense growth.
For the second quarter and first half of 2025, Restructuring and acquisition charges increased primarily due to higher severance and other employment-related charges, including expenses associated with the change in reporting segments. These second-quarter and year-to-date increases were also driven by changes in non-cash charges/benefit associated with expected achievement of acquisition-related earn-outs. Refer to the following table for detail on Restructuring and acquisition charges.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions)
|
2025
|
2024
|
|
2025
|
2024
|
|
Severance and other employment-related charges
|
$
|
18.0
|
|
7.2
|
|
|
$
|
25.4
|
|
11.7
|
|
|
Restructuring, pre-acquisition and post-acquisition charges
|
10.7
|
|
6.4
|
|
|
19.1
|
|
14.1
|
|
|
Fair value adjustments that resulted in a net decrease to earn-out liabilities from prior-period acquisition activity
|
(7.4)
|
|
(2.1)
|
|
|
(3.5)
|
|
(12.6)
|
|
|
Restructuring and acquisition charges
|
$
|
21.3
|
|
11.5
|
|
|
$
|
41.0
|
|
13.2
|
|
Interest Expense
Interest expense, net of interest income, for the three and six months ended June 30, 2025, was $35.3 million and $59.9 million, respectively, compared with $41.7 million and $72.2 million in the prior-year periods. Lower expense resulted primarily from a lower effective interest rate and lower average borrowings compared with the respective prior-year periods.
Equity Earnings/Losses
The following details Equity earnings/losses by relevant segment. In the second quarter and first half of 2025, equity losses were largely attributable to valuation declines of investments within Software and Technology Solutions. Refer to the segment discussions for additional details.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions)
|
2025
|
2024
|
|
2025
|
2024
|
|
Investment Management
|
$
|
(1.3)
|
|
(7.3)
|
|
|
$
|
(7.4)
|
|
(11.2)
|
|
|
Software and Technology Solutions
|
$
|
(27.4)
|
|
(9.0)
|
|
|
(48.9)
|
|
(10.0)
|
|
|
Other
|
1.3
|
|
0.9
|
|
|
3.3
|
|
2.1
|
|
|
Equity losses
|
$
|
(27.4)
|
|
(15.4)
|
|
|
$
|
(53.0)
|
|
(19.1)
|
|
Income Taxes
The Income tax provision was $26.7 million and $40.7 million for the three and six months ended June 30, 2025, representing an effective tax rate ("ETR") of 19.5% for both periods. For the three and six months ended June 30, 2024, the income tax provision was $20.5 million and $36.4 million, respectively, also representing an ETR of 19.5% for both periods.
On July 4, 2025, the United States enacted the One Big Beautiful Bill Act ("OBBBA"). The OBBBA includes provisions altering the timing of deduction from certain depreciable assets, research and experimental expenses, and interest expense, with some effective in 2025 and some in 2026. The OBBBA further alters the determination and rates of taxation of international earnings, primarily effective in 2026. The current period's financial statements do not reflect any impact of the OBBBA provisions due to its enactment occurring in July 2025. We are presently assessing the impact of the OBBBA on our consolidated financial statements.
Net Income and Adjusted EBITDA
The following details Net income attributable to common shareholders and Adjusted EBITDA for the three and six months ended June 30, 2025, and comparable prior-year periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|
(in millions)
|
2025
|
2024
|
2025
|
2024
|
|
Net income attributable to common shareholders
|
112.3
|
84.4
|
167.6
|
150.5
|
|
Adjusted EBITDA
|
291.7
|
246.3
|
516.5
|
433.4
|
For the quarter and first half of 2025, higher Adjusted EBITDA was largely driven by Resilient revenue growth (primarily within Real Estate Management Services) as well as Transactional revenue growth from Investment Sales, Debt/Equity Advisory and Other (within Capital Markets Services), together with enhanced platform leverage and continued cost discipline (partially enabled by increased use of technology and shared service centers).
The following chart reflects the aggregation of segment Adjusted EBITDA for the second quarter and first half of 2025 and 2024.
Aggregation of Segment Adjusted EBITDA (in millions)
Segment Operating Results
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). 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 business segments: Real Estate Management Services, Leasing Advisory, Capital Markets Services, Investment Management and Software and Technology Solutions. Our 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. We consider "Property Management" to be services provided to non-occupying property investors and "Workplace Management" to be services provided to facility occupiers. Leasing Advisory offers agency leasing and tenant representation, as well as advisory and consulting services. Our 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.
Segment operating expenses comprise Gross contract costs and Segment platform operating expenses, which includes Platform compensation and benefits; Platform operating, administrative and other expenses; and Depreciation and amortization. Our measure of segment results excludes Restructuring and acquisition charges.
Real Estate Management Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Three Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Workplace Management
|
$
|
3,349.1
|
|
3,021.1
|
|
328.0
|
|
11
|
%
|
10
|
%
|
|
Project Management
|
971.6
|
|
788.1
|
|
183.5
|
|
23
|
|
22
|
|
|
Property Management
|
454.4
|
|
436.6
|
|
17.8
|
|
4
|
|
4
|
|
|
Portfolio Services and Other
|
118.9
|
|
124.1
|
|
(5.2)
|
|
(4)
|
|
(5)
|
|
|
Revenue
|
$
|
4,894.0
|
|
4,369.9
|
|
524.1
|
|
12
|
%
|
11
|
%
|
|
Platform compensation and benefits
|
$
|
465.8
|
|
416.5
|
|
49.3
|
|
12
|
%
|
11
|
%
|
|
Platform operating, administrative and other
|
147.5
|
|
146.8
|
|
0.7
|
|
-
|
|
-
|
|
|
Depreciation and amortization
|
30.2
|
|
29.2
|
|
1.0
|
|
3
|
|
2
|
|
|
Segment platform operating expenses
|
643.5
|
|
592.5
|
|
51.0
|
|
9
|
|
7
|
|
|
Gross contract costs
|
4,173.0
|
|
3,717.1
|
|
455.9
|
|
12
|
|
12
|
|
|
Segment operating expenses
|
$
|
4,816.5
|
|
4,309.6
|
|
506.9
|
|
12
|
%
|
11
|
%
|
|
Equity earnings
|
$
|
0.5
|
|
0.3
|
|
0.2
|
|
67
|
%
|
25
|
%
|
|
Adjusted EBITDA
|
$
|
106.6
|
|
88.6
|
|
18.0
|
|
20
|
%
|
19
|
%
|
Real Estate Management Services (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Six Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Workplace Management
|
$
|
6,612.7
|
|
5,892.8
|
|
719.9
|
|
12
|
%
|
13
|
%
|
|
Project Management
|
1,719.1
|
|
1,444.5
|
|
274.6
|
|
19
|
|
19
|
|
|
Property Management
|
900.0
|
|
866.3
|
|
33.7
|
|
4
|
|
4
|
|
|
Portfolio Services and Other
|
231.6
|
|
235.5
|
|
(3.9)
|
|
(2)
|
|
(2)
|
|
|
Revenue
|
$
|
9,463.4
|
|
8,439.1
|
|
1,024.3
|
|
12
|
%
|
12
|
%
|
|
Platform compensation and benefits
|
$
|
897.4
|
|
817.0
|
|
80.4
|
|
10
|
%
|
10
|
%
|
|
Platform operating, administrative and other
|
286.7
|
|
275.4
|
|
11.3
|
|
4
|
|
5
|
|
|
Depreciation and amortization
|
61.7
|
|
58.2
|
|
3.5
|
|
6
|
|
6
|
|
|
Segment platform operating expenses
|
1,245.8
|
|
1,150.6
|
|
95.2
|
|
8
|
|
9
|
|
|
Gross contract costs
|
8,103.3
|
|
7,186.2
|
|
917.1
|
|
13
|
|
13
|
|
|
Segment operating expenses
|
$
|
9,349.1
|
|
8,336.8
|
|
1,012.3
|
|
12
|
%
|
12
|
%
|
|
Equity earnings
|
$
|
0.9
|
|
1.4
|
|
(0.5)
|
|
(36
|
%)
|
(41)
|
%
|
|
Adjusted EBITDA
|
$
|
172.9
|
|
160.0
|
|
12.9
|
|
8
|
%
|
7
|
%
|
Real Estate Management Services revenue growth for the second quarter and first half of 2025 were primarily driven by continued strong performance in Workplace Management, with client wins slightly outpacing mandate expansions in the second quarter of 2025 (nearly evenly balanced for the first half of 2025), as incremental pass-through costs augmented high single-digit management fee growth. Higher Project Management revenue was led by new or expanded contracts in the U.S. and Asia Pacific, as management fee increases were supplemented by higher pass-through costs.
Increased segment platform operating expenses for the second quarter and first half of 2025 were primarily driven by revenue-related expense growth, partially offset by continued cost discipline. These drivers overcame headwinds from the prior-year favorable impact of incentive compensation accruals timing. Gross contract costs grew as a result of higher client pass-through costs.
The current-quarter and year-to-date increases in Adjusted EBITDA were primarily attributable to the top-line performance described above, coupled with continued cost discipline.
Leasing Advisory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Three Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Leasing
|
$
|
651.5
|
|
619.1
|
|
32.4
|
|
5
|
%
|
5
|
%
|
|
Advisory, Consulting and Other
|
25.3
|
|
23.1
|
|
2.2
|
|
10
|
|
8
|
|
|
Revenue
|
$
|
676.8
|
|
642.2
|
|
34.6
|
|
5
|
%
|
5
|
%
|
|
Platform compensation and benefits
|
$
|
479.3
|
|
460.7
|
|
18.6
|
|
4
|
%
|
4
|
%
|
|
Platform operating, administrative and other
|
74.2
|
|
61.3
|
|
12.9
|
|
21
|
|
20
|
|
|
Depreciation and amortization
|
11.0
|
|
9.0
|
|
2.0
|
|
22
|
|
20
|
|
|
Segment platform operating expenses
|
564.5
|
|
531.0
|
|
33.5
|
|
6
|
|
6
|
|
|
Gross contract costs
|
3.3
|
|
8.3
|
|
(5.0)
|
|
(60)
|
|
(60)
|
|
|
Segment operating expenses
|
$
|
567.8
|
|
539.3
|
|
28.5
|
|
5
|
%
|
5
|
%
|
|
Equity earnings
|
$
|
-
|
|
0.1
|
|
(0.1)
|
|
(100)
|
%
|
(149)
|
%
|
|
Adjusted EBITDA
|
$
|
120.4
|
|
112.1
|
|
8.3
|
|
7
|
%
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Six Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Leasing
|
$
|
1,217.6
|
|
1,116.4
|
|
101.2
|
|
9
|
%
|
9
|
%
|
|
Advisory, Consulting and Other
|
45.3
|
|
46.2
|
|
(0.9)
|
|
(2)
|
|
(2)
|
|
|
Revenue
|
$
|
1,262.9
|
|
1,162.6
|
|
100.3
|
|
9
|
%
|
9
|
%
|
|
Platform compensation and benefits
|
$
|
906.1
|
|
842.5
|
|
63.6
|
|
8
|
%
|
8
|
%
|
|
Platform operating, administrative and other
|
134.6
|
|
118.9
|
|
15.7
|
|
13
|
|
14
|
|
|
Depreciation and amortization
|
23.0
|
|
18.1
|
|
4.9
|
|
27
|
|
28
|
|
|
Segment platform operating expenses
|
1,063.7
|
|
979.5
|
|
84.2
|
|
9
|
|
9
|
|
|
Gross contract costs
|
5.3
|
|
14.7
|
|
(9.4)
|
|
(64)
|
|
(64)
|
|
|
Segment operating expenses
|
$
|
1,069.0
|
|
994.2
|
|
74.8
|
|
8
|
%
|
8
|
%
|
|
Equity earnings
|
$
|
-
|
|
0.1
|
|
(0.1)
|
|
(100)
|
%
|
(87)
|
%
|
|
Adjusted EBITDA
|
$
|
217.4
|
|
186.9
|
|
30.5
|
|
16
|
%
|
15
|
%
|
Compared with the prior-year periods, increased revenue was driven by Leasing growth across major asset classes, led by continued momentum in industrial and office. Geographically, Leasing revenue grew most significantly in the United States, with notable contributions from France, Australia and Singapore for the quarter (most significant growth in the U.S., complemented by growth in Canada and Germany for the first half of 2025). In the second quarter, the U.S. was primarily driven by growth in industrial, both from higher volume and deal size, while a notable increase in deal size for U.S. office was largely offset by lower volume as the asset class was up low single digits. With the backdrop of decelerating growth in the broader market, Leasing performed in line with global office volumes and outperformed U.S. office volumes (decline of 3%) in the second quarter, while office Leasing nominally outperformed these market benchmarks in the first-half 2025, according to JLL Research.
The second-quarter and full-year increases in segment platform operating expenses were primarily due to higher commissions, correlated to revenue growth, as well as incremental discrete variable operating expenses in the second quarter.
The increases in Adjusted EBITDA for the second quarter and first half of the year were largely driven by the revenue growth described above, tempered by the aforementioned discrete variable operating, administrative and other expenses in the second quarter, as compensation and benefits expenses as a percentage of revenue improved year-over-year for the quarter (enabled by increased use of technology and shared service centers).
Capital Markets Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Three Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Investment Sales, Debt/Equity Advisory and Other
|
$
|
380.6
|
|
320.3
|
|
60.3
|
|
19
|
%
|
17
|
%
|
|
Value and Risk Advisory
|
97.7
|
|
95.8
|
|
1.9
|
|
2
|
|
-
|
|
|
Loan Servicing
|
42.0
|
|
41.5
|
|
0.5
|
|
1
|
|
1
|
|
|
Revenue
|
$
|
520.3
|
|
457.6
|
|
62.7
|
|
14
|
%
|
12
|
%
|
|
Platform compensation and benefits
|
$
|
374.1
|
|
341.1
|
|
33.0
|
|
10
|
%
|
8
|
%
|
|
Platform operating, administrative and other
|
95.0
|
|
83.3
|
|
11.7
|
|
14
|
|
12
|
|
|
Depreciation and amortization
|
17.5
|
|
17.3
|
|
0.2
|
|
1
|
|
1
|
|
|
Segment platform operating expenses
|
486.6
|
|
441.7
|
|
44.9
|
|
10
|
|
9
|
|
|
Gross contract costs
|
1.7
|
|
11.8
|
|
(10.1)
|
|
(86)
|
|
(85)
|
|
|
Segment operating expenses
|
488.3
|
|
453.5
|
|
34.8
|
|
8
|
%
|
6
|
%
|
|
Equity earnings
|
$
|
0.8
|
|
0.5
|
|
0.3
|
|
60
|
%
|
78
|
%
|
|
Net non-cash MSR and mortgage banking derivative activity
|
$
|
(4.2)
|
|
(11.8)
|
|
7.6
|
|
64
|
%
|
64
|
%
|
|
Adjusted EBITDA
|
$
|
54.7
|
|
33.8
|
|
20.9
|
|
62
|
%
|
61
|
%
|
Capital Markets Services (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Six Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Investment Sales, Debt/Equity Advisory and Other
|
$
|
693.2
|
|
579.0
|
|
114.2
|
|
20
|
%
|
19
|
%
|
|
Value and Risk Advisory
|
179.3
|
|
176.0
|
|
3.3
|
|
2
|
|
2
|
|
|
Loan Servicing
|
83.1
|
|
80.2
|
|
2.9
|
|
4
|
|
4
|
|
|
Revenue
|
$
|
955.6
|
|
835.2
|
|
120.4
|
|
14
|
%
|
14
|
%
|
|
Platform compensation and benefits
|
$
|
703.6
|
|
628.7
|
|
74.9
|
|
12
|
%
|
12
|
%
|
|
Platform operating, administrative and other
|
165.7
|
|
144.1
|
|
21.6
|
|
15
|
|
15
|
|
|
Depreciation and amortization
|
36.4
|
|
33.7
|
|
2.7
|
|
8
|
|
8
|
|
|
Segment platform operating expenses
|
905.7
|
|
806.5
|
|
99.2
|
|
12
|
|
12
|
|
|
Gross contract costs
|
2.8
|
|
25.4
|
|
(22.6)
|
|
(89)
|
|
(89)
|
|
|
Segment operating expenses
|
908.5
|
|
831.9
|
|
76.6
|
|
9
|
%
|
9
|
%
|
|
Equity earnings
|
$
|
2.4
|
|
0.6
|
|
1.8
|
|
300
|
%
|
311
|
%
|
|
Net non-cash MSR and mortgage banking derivative activity
|
$
|
(17.1)
|
|
(20.8)
|
|
3.7
|
|
18
|
%
|
18
|
%
|
|
Adjusted EBITDA
|
$
|
103.3
|
|
58.8
|
|
44.5
|
|
76
|
%
|
73
|
%
|
For the second quarter and first half of 2025, Capital Markets Services top-line growth was fueled by debt advisory and investment sales. For both the second quarter and first half of 2025, the residential sector delivered the most significant contribution to the year-over-year increase, with notable second-quarter contributions also coming from the office, industrial and retail sectors. Geographically, the U.S., Japan and MENA led the revenue growth for the quarter (year-to-date growth was led by the U.S., India and the UK).
The increases in segment platform operating expenses for the second quarter and first half of 2025 were largely driven by higher commission expense, correlated to the growth in Investment Sales, Equity & Debt Advisory. In the current quarter, JLL recognized approximately $14.0 million of incremental expense associated with an enhanced loss-share agreement with Fannie Mae for a specific three-loan portfolio. The impact of this item on year-over-year performance is more than offset by the $18.0 million expense recognized in the prior-year quarter associated with the August 2024 repurchase of a loan which JLL originated and then sold to Fannie Mae.
Adjusted EBITDA improvements for the quarter and first half of 2025 were primarily attributable to the revenue growth described above and the net impact of year-over-year loan-related losses. In addition, compensation and benefits expense as a percentage of revenue modestly improved for both the current quarter and first six months of 2025 (enabled by increased use of technology and shared service centers), with the segment achieving significant Adjusted EBITDA growth for both the quarter and half year.
Investment Management
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Three Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Advisory fees
|
$
|
93.3
|
|
93.1
|
|
0.2
|
|
-
|
%
|
(2)
|
%
|
|
Transaction fees and other
|
6.5
|
|
6.9
|
|
(0.4)
|
|
(6)
|
|
(9)
|
|
|
Incentive fees
|
3.3
|
|
2.6
|
|
0.7
|
|
27
|
|
24
|
|
|
Revenue
|
$
|
103.1
|
|
102.6
|
|
0.5
|
|
-
|
%
|
(2)
|
%
|
|
Platform compensation and benefits
|
$
|
60.9
|
|
59.0
|
|
1.9
|
|
3
|
%
|
1
|
%
|
|
Platform operating, administrative and other
|
17.5
|
|
20.5
|
|
(3.0)
|
|
(15)
|
|
(17)
|
|
|
Depreciation and amortization
|
2.8
|
|
2.0
|
|
0.8
|
|
40
|
|
33
|
|
|
Segment platform operating expenses
|
81.2
|
|
81.5
|
|
(0.3)
|
|
-
|
|
(3)
|
|
|
Gross contract costs
|
8.3
|
|
8.8
|
|
(0.5)
|
|
(6)
|
|
(5)
|
|
|
Segment operating expenses
|
$
|
89.5
|
|
90.3
|
|
(0.8)
|
|
(1)
|
%
|
(3)
|
%
|
|
Adjusted EBITDA(1)
|
$
|
16.3
|
|
22.7
|
|
(6.4)
|
|
(28)
|
%
|
(32)
|
%
|
|
Equity losses
|
$
|
(1.3)
|
|
(7.3)
|
|
6.0
|
|
82
|
%
|
83
|
%
|
Investment Management (continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Six Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Advisory fees
|
$
|
182.6
|
|
185.4
|
|
(2.8)
|
|
(2)
|
%
|
(2)
|
%
|
|
Transaction fees and other
|
15.0
|
|
15.8
|
|
(0.8)
|
|
(5)
|
|
(6)
|
|
|
Incentive fees
|
4.0
|
|
4.8
|
|
(0.8)
|
|
(17)
|
|
(19)
|
|
|
Revenue
|
$
|
201.6
|
|
206.0
|
|
(4.4)
|
|
(2)
|
%
|
(3)
|
%
|
|
Platform compensation and benefits
|
$
|
119.2
|
|
120.3
|
|
(1.1)
|
|
(1)
|
%
|
(2)
|
%
|
|
Platform operating, administrative and other
|
33.8
|
|
33.4
|
|
0.4
|
|
1
|
|
-
|
|
|
Depreciation and amortization
|
5.7
|
|
4.0
|
|
1.7
|
|
43
|
|
42
|
|
|
Segment platform operating expenses
|
158.7
|
|
157.7
|
|
1.0
|
|
1
|
|
-
|
|
|
Gross contract costs
|
16.5
|
|
17.2
|
|
(0.7)
|
|
(4)
|
|
(4)
|
|
|
Segment operating expenses
|
$
|
175.2
|
|
174.9
|
|
0.3
|
|
-
|
%
|
-
|
%
|
|
Adjusted EBITDA(1)
|
$
|
32.1
|
|
43.7
|
|
(11.6)
|
|
(27)
|
%
|
(28)
|
%
|
|
Equity losses
|
$
|
(7.4)
|
|
(11.2)
|
|
3.8
|
|
34
|
%
|
33
|
%
|
(1) Adjusted EBITDA excludes Equity losses attributable to common shareholders for Investment Management.
The slight decline in Investment Management advisory fees for the second quarter and first half of 2025 was primarily due to lower assets under management ("AUM"), reflecting asset dispositions on behalf of certain clients in the fourth quarter of 2024.
The changes in second-quarter and first-half-of-the-year Adjusted EBITDA were largely driven by the absence of the $8.2 million gain recognized in the prior-year quarter following the purchase of a controlling interest in a fund managed by the company.
AUM increased 3% in USD (2% in local currency) during the quarter, and decreased 2% in USD and local currency over the trailing twelve months. Changes in AUM are detailed in the tables below (in billions):
|
|
|
|
|
|
|
|
Quarter-to-date
|
|
Beginning balance (March 31, 2025)
|
$
|
82.3
|
|
|
Asset acquisitions/takeovers
|
1.3
|
|
|
Asset dispositions/withdrawals
|
(1.3)
|
|
|
Valuation changes
|
0.7
|
|
|
Foreign currency translation
|
1.2
|
|
|
Change in uncalled committed capital and cash held
|
0.7
|
|
|
Ending balance (June 30, 2025)
|
$
|
84.9
|
|
|
|
|
|
|
|
|
|
Trailing Twelve Months
|
|
Beginning balance (June 30, 2024)
|
$
|
86.6
|
|
|
Asset acquisitions/takeovers
|
5.8
|
|
|
Asset dispositions/withdrawals
|
(7.6)
|
|
|
Valuation changes
|
1.9
|
|
|
Foreign currency translation
|
0.2
|
|
|
Change in uncalled committed capital and cash held
|
(2.0)
|
|
|
Ending balance (June 30, 2025)
|
$
|
84.9
|
|
Software and Technology Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Three Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Revenue
|
$
|
55.9
|
|
56.4
|
|
(0.5)
|
|
(1)
|
%
|
(1)
|
%
|
|
Platform compensation and benefits, excluding Carried interest
|
$
|
49.6
|
|
51.3
|
|
(1.7)
|
|
(3)
|
%
|
(4)
|
%
|
|
Carried interest (benefit) expense
|
(2.5)
|
|
2.2
|
|
(4.7)
|
|
(214)
|
|
(217)
|
|
|
Platform operating, administrative and other
|
15.5
|
|
12.4
|
|
3.1
|
|
25
|
|
25
|
|
|
Depreciation and amortization
|
6.2
|
|
4.8
|
|
1.4
|
|
29
|
|
31
|
|
|
Segment platform operating expenses
|
68.8
|
|
70.7
|
|
(1.9)
|
|
(3)
|
|
(3)
|
|
|
Gross contract costs
|
0.5
|
|
1.4
|
|
(0.9)
|
|
(64)
|
|
(64)
|
|
|
Segment operating expenses
|
$
|
69.3
|
|
72.1
|
|
(2.8)
|
|
(4)
|
%
|
(4)
|
%
|
|
Adjusted EBITDA(2)
|
$
|
(6.3)
|
|
(10.9)
|
|
4.6
|
|
42
|
%
|
43
|
%
|
|
Equity losses
|
$
|
(27.4)
|
|
(9.0)
|
|
(18.4)
|
|
(204)
|
%
|
(206)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Change
|
|
|
Six Months Ended June 30,
|
Change in
|
in Local
|
|
($ in millions)
|
2025
|
2024
|
U.S. dollars
|
Currency
|
|
Revenue
|
$
|
113.0
|
|
110.3
|
|
2.7
|
|
2
|
%
|
3
|
%
|
|
Platform compensation and benefits, excluding Carried interest
|
$
|
97.5
|
|
98.7
|
|
(1.2)
|
|
(1)
|
%
|
(1)
|
%
|
|
Carried interest (benefit) expense
|
(4.9)
|
|
2.1
|
|
(7.0)
|
|
(333)
|
|
(336)
|
|
|
Platform operating, administrative and other
|
30.0
|
|
22.9
|
|
7.1
|
|
31
|
|
31
|
|
|
Depreciation and amortization
|
12.5
|
|
9.3
|
|
3.2
|
|
34
|
|
35
|
|
|
Segment platform operating expenses
|
135.1
|
|
133.0
|
|
2.1
|
|
2
|
|
2
|
|
|
Gross contract costs
|
1.2
|
|
2.6
|
|
(1.4)
|
|
(54)
|
|
(51)
|
|
|
Segment operating expenses
|
$
|
136.3
|
|
135.6
|
|
0.7
|
|
1
|
%
|
1
|
%
|
|
Adjusted EBITDA(1)
|
$
|
(9.2)
|
|
(16.0)
|
|
6.8
|
|
43
|
%
|
41
|
%
|
|
Equity losses
|
$
|
(48.9)
|
|
(10.0)
|
|
(38.9)
|
|
(389)
|
%
|
(389)
|
%
|
(1) Adjusted EBITDA excludes Equity losses for Software and Technology Solutions.
Lower Software and Technology Solutions revenue for the second quarter was primarily due to reduced technology spend from certain large existing clients, partially offset by low double-digit growth in software services. For the first half of 2025, net revenue growth was due to increased bookings from software, which outpaced the decline in technology solutions.
Carried interest expense is associated with equity earnings/losses on certain investments within the segment's Spark Venture Funds and the reduction to expense in the current year reflected the equity losses on certain investments in 2025.
Excluding the impact of carried interest, segment operating expense growth for the second quarter and first half of 2025 was driven by increased revenue-related expenses. For both the quarter-over-quarter and year-over-year, the favorable swings in carried interest offset increases in segment operating expenses.
The improvement in Adjusted EBITDA for the second quarter and first half of the year was primarily attributable to the favorable change in carried interest expense/benefit described above.
LIQUIDITY AND CAPITAL RESOURCES
We finance our operations, co-investment activity, share repurchases, capital expenditures and business acquisitions with internally generated funds, borrowings on our Facility, and through issuance of Long-term debt and commercial paper.
Cash Flows from Operating Activities
Operating activities used $434.8 million of cash in the first six months of 2025, compared with $403.6 million of cash used in operating activities during the same period in 2024. Incremental cash outflow in the first half was primarily attributable to higher commission payments in the first six months of 2025 compared with the prior-year period and the timing of Net reimbursables activity, partially offset by lower cash taxes paid in 2025.
Cash Flows from Investing Activities
We used $200.4 million of cash for investing activities during the first six months of 2025, compared with $154.1 million used during the same period in 2024. The increase in cash used for investing activities was primarily attributable to our $100 million contribution to JLL Income Property Trust ("JLL IPT"), an Investment Management flagship fund, in January 2025, partially offset by lower cash paid for acquisitions. We discuss other drivers of investing activity below in further detail.
Cash Flows from Financing Activities
Financing activities provided $617.5 million of cash during the first six months of 2025, compared with $566.6 million provided during the same period in 2024. The proceeds from increased borrowings were used to support the $100 million investment in JLL IPT and higher share repurchases in 2025. We discuss these drivers in further detail below.
Debt
Our $3.3 billion Facility matures on November 3, 2028, and bears a variable interest rate. Outstanding borrowings, including the balance of the Facility, Short-term borrowings (financing lease obligations, overdrawn bank accounts and local overdraft facilities) and the balance outstanding under the Program are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30, 2025
|
|
December 31, 2024
|
|
Outstanding borrowings under the Facility
|
$
|
380.0
|
|
|
100.0
|
|
|
Short-term borrowings
|
107.2
|
|
|
153.8
|
|
|
Outstanding commercial paper
|
690.0
|
|
|
200.0
|
|
In addition to our Facility, we had the capacity to borrow up to $46.1 million under local overdraft facilities as of June 30, 2025.
The following table provides additional information on our Facility, Uncommitted Facility and the Program, collectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|
($ in millions)
|
2025
|
2024
|
2025
|
2024
|
|
Average outstanding borrowings
|
$
|
1,573.5
|
|
1,705.8
|
|
$
|
1,290.0
|
|
1,381.3
|
|
|
Average effective interest rate
|
5.0
|
%
|
6.2
|
%
|
5.0
|
%
|
6.2
|
%
|
We will continue to use the Facility for working capital needs (including payment of accrued incentive compensation), co-investment activities, share repurchases, capital expenditures and acquisitions.
Refer to Note 8, Debt, in the Notes to Consolidated Financial Statements for additional information on our debt.
Investment Activity
As of June 30, 2025, we had a carrying value of $878.8 million in Investments, primarily related to Investment Management co-investments and investments by Software and Technology Solutions in early to mid-stage proptech companies as well as proptech funds. For the first six months ended June 30, 2025 and 2024, funding of investments exceeded return of capital by $104.5 million (notably, the $100.0 million invested in JLL IPT as described above) and $31.4 million, respectively. We expect continued investment activity by both Investment Management and Software and Technology Solutions.
See Note 6, Investments, in the Notes to Consolidated Financial Statements for additional information on our investment activity.
Capital Expenditures
Net capital additions for the six months ended June 30, 2025 and 2024 were $88.9 million and $81.4 million, respectively. Our capital expenditures in 2025 were primarily for purchased/developed software and technology hardware.
Business Acquisitions
During the six months ended June 30, 2025, we paid $18.7 million for business acquisitions. This included $6.1 million of payments relating to acquisitions in 2025 and $12.6 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years, which are primarily reflected in cash flow from financing activities. During the six months ended June 30, 2024, we paid $44.2 million for business acquisitions. This included $39.3 million of payments relating to acquisitions in 2024 and $4.9 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years.
Terms for many of our past acquisitions have typically included cash paid at closing with provisions for additional deferred consideration and earn-out payments subject to certain contract requirements, including the passage of time and performance, respectively. Deferred business acquisition obligations totaled $23.6 million as of June 30, 2025. These obligations represent the current discounted values of payments due to sellers of businesses for which our acquisition had been completed as of the balance sheet date and for which the only remaining condition on those payments is the passage of time. As of June 30, 2025, we had the potential to make earn-out payments for a maximum of $78.2 million on 12 completed acquisitions subject to the achievement of certain performance conditions. Refer to Note 5, Business Combinations, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements for further information on Business Acquisitions.
We will continue to consider acquisitions that we believe will strengthen our market position, increase our profitability and supplement our organic growth.
Share Repurchase and Dividend Programs
The number of shares repurchased and cash paid for repurchases is noted in the following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
($ in millions)
|
2025
|
2024
|
|
2025
|
2024
|
|
Total number of shares repurchased (in 000's)
|
176.5
|
|
103.7
|
|
|
251.8
|
|
214.4
|
|
|
Total paid for shares repurchased
|
$
|
41.4
|
|
20.1
|
|
|
$
|
61.2
|
|
40.2
|
|
As of June 30, 2025, $952.0 million remained authorized for repurchases under our share repurchase program.
Repatriation of Foreign Earnings
Based on our historical experience and future business plans, we do not expect to repatriate our foreign-sourced earnings to the United States. We believe our policy of permanently investing earnings of foreign subsidiaries does not significantly impact our liquidity. As of June 30, 2025 and December 31, 2024, we had total Cash and cash equivalents of $401.4 million and $416.3 million, respectively, of which approximately $313.1 million and $314.4 million, respectively, was held by foreign subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of the federal securities laws. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may also be included in our other public filings, press releases, our website, and oral and written presentations by management.
Statements in the future tense, and all statements accompanied by terms such as "believe," "will," "may," "could," "project," "expect," "estimate," "assume," "intend," "anticipate," "target," "plan" and variations thereof and similar terms, are intended to be forward-looking statements. Such statements do not relate strictly to historical or current facts as they relate to our intent, belief and current expectations about our strategic direction, prospects and future results, and give our current expectations or forecasts of future events. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made.