What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-18 compared with 2020-02-27 · 55 added, 52 removed, 126 unchanged (46% of the section changed)

6 unchanged sentences

Based on our evaluation under the framework in Internal Control-Integrated Framework (2013) , our management concluded our internal control over financial reporting was effective as of December 31, 2020.

Management elected to exclude HFF, acquired July 1, 2019, from the Company's assessment of the effectiveness of internal control over financial reporting as permitted under SEC rules.

As of and for the year ended December 31, 2019, HFF represented total assets of $652.6 million and total revenues of $392.3 million included in our Consolidated Financial Statements.

KPMG LLP, the Independent Registered Public Accounting Firm that audited the Consolidated Financial Statements included in this Annual Report on Form 10-K, issued an audit report on the Company's internal control over financial reporting.

10 unchanged sentences

JLL has adopted a code of ethics that applies to its executives, including its principal executive officer, principal financial officer and principal accounting officer.

This code of ethics and JLL's corporate governance policies are posted on JLL's website at www.us.jll.com.

This code of ethics and JLL's corporate governance policies are posted on JLL's website at www.jll.com.

JLL intends to satisfy disclosure requirements regarding amendments to or waivers from its code of ethics by posting such information on this website.

8 unchanged sentences

(in thousands, except exercise price)

PLAN CATEGORY

PLAN CATEGORY NUMBER OF

UPON EXERCISE

1 unchanged sentence

OPTIONS, WARRANTS

AND RIGHTS WEIGHTED

EXERCISE PRICE

OF OUTSTANDING

NUMBER OF SECURITIES

RIGHTS NUMBER OF SECURITIES

REMAINING AVAILABLE FOR

4 unchanged sentences

Equity compensation plans approved by security holders

1,628 $137.42 1,029

Subtotal 1,628 1,142

Equity compensation plans not approved by security holders

In 1997, we adopted the SAIP, which provides for the granting of options to purchase a specified number of shares of common stock and other stock awards to eligible participants of Jones Lang LaSalle.

In 1998, we adopted an ESPP for eligible U.S.

based employees.

Under this plan, employee contributions for stock purchases were enhanced through an additional contribution of a 5% discount on the purchase price.

Effective April 1, 2009, the 5% discount has been discontinued and purchases are broker-assisted on the open market.

Total 1,641 1,423

(1) In November 2001, we adopted the SAYE plan for eligible employees of our U.K.

16 unchanged sentences

No financial statement schedules are included because they are not required or are not applicable, or the required information is set forth in the applicable statements or related notes.

A list of exhibits is set forth in the Exhibit Index, included below.

A list of exhibits is set forth in the Exhibit Index, included following the Power of Attorney section.

FORM 10-K SUMMARY

Cautionary Note Regarding Forward-Looking Statements

This report, our Annual Report to Shareholders and our other filings with the Securities and Exchange Commission (“SEC”) contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.

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,” “project,” “expect,” “estimate,” “assume,” “intend,” “anticipate,” “target,” “plan” and variations thereof and similar terms, are intended to be forward-looking statements.

Forward-looking statements are made subject to the safe harbor protections of the federal securities laws pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

From time to time, we also include written or oral forward-looking statements in other publicly disclosed materials (including, but not limited to other filings with the SEC, press releases, presentations and communications by JLL or its management).

Such statements 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;

they do not relate strictly to historical or current facts.

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.

This includes, but is not limited to, our expectations regarding the potential impact of the COVID-19 outbreak and the efficacy of vaccines and therapeutics on reducing the spread of the virus, as well as any further impacts to us, the economy as a whole, and/or related government and regulatory restrictions issued to combat the global pandemic, including any adverse changes in such restrictions that may impact us.

Management believes that these forward-looking statements are reasonable as and when made.

6 unchanged sentences

Power of Attorney

KNOW ALL MEN BY THESE PRESENTS, that each of Jones Lang LaSalle Incorporated, a Maryland corporation, and the undersigned Directors and officers of Jones Lang LaSalle Incorporated, hereby constitutes and appoints Christian Ulbrich, Stephanie Plaines and Louis F.

Bowers its, his or her true and lawful attorneys-in-fact and agents, for it, him or her and in its, his or her name, place and stead, in any and all capacities, with full power to act alone, to sign any and all amendments to this report, and to file each such amendment to this report, with all exhibits thereto, and any and all documents in connection therewith, with the Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

NUMBER DESCRIPTION

2.1 Agreement and Plan of Merger, dated as of March 18, 2019, by and among Jones Lang LaSalle Incorporated, JLL CM, Inc., JLL CMD, LLC and HFF, Inc.

5 unchanged sentences

4.3 First Supplemental Indenture (including the form of 4.400% Senior Notes due 2011), dated as of November 9, 2012 between Jones Lang LaSalle Incorporated and The Bank of New York Mellon Trust Company, National Association (Incorporated by reference to Exhibit 4.2 to the Report on Form 8-K dated November 9, 2012 (File No.

Description of Jones Lang LaSalle Incorporated Capital Stock

4.4 Description of Jones Lang LaSalle Incorporated Capital Stock (Incorporated by reference to Exhibit 4.4 to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

10.1 Second Amended and Restated Multicurrency Credit Agreement dated as of June 21, 2016 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated June 23, 2016 (File No.

10.2 Amendment No.1 dated May 16, 2018 to the Second Amended and Restated Multicurrency Credit Agreement (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No.

2017 Stock Award and Incentive Plan effective as of May 31, 2017 (as approved by the Shareholders of Jones Lang LaSalle Incorporated on May 31, 2017 and incorporated by reference to Schedule 14A filed on April 21, 2017 (File No.

10.3+ Form of Jones Lang LaSalle Incorporated Restricted Stock Unit Agreement used for the Non-Executive Directors' Annual Grants (Incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 (File No.

4 unchanged sentences

10.6+ 2019 Stock Award and Incentive Plan effective as of May 29, 2019 (as approved by the Shareholders of Jones Lang LaSalle Incorporated on May 29, 2019 and incorporated by reference to ANNEX C to the Proxy Statement included in Schedule 14A filed on April 18, 2019 (File No.

Form of Jones Lang LaSalle Incorporated Performance Stock Unit Agreement used for certain Employees' Incentive Grants under the 2019 Stock Award and Incentive Plan

Form of Jones Lang LaSalle Incorporated Restricted Stock Unit Agreement used for Employees' Annual Grants Agreement under the 2019 Stock Award and Incentive Plan

10.7+ Form of Jones Lang LaSalle Incorporated Performance Stock Unit Agreement used for certain Employees' Incentive Grants under the 2019 Stock Award and Incentive Plan (Incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

NUMBER DESCRIPTION

10.8+ Form of Jones Lang LaSalle Incorporated Restricted Stock Unit Agreement used for Employees' Annual Grants Agreement under the 2019 Stock Award and Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No.

2016 Equity Incentive Plan (assumed by the Company in connection with its acquisition of HFF, Inc.

1 unchanged sentence

(Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 dated July 1, 2019 (File No.

10.10+ HFF, Inc.

2006 Omnibus Incentive Compensation Plan (assumed by the Company in connection with its acquisition of HFF, Inc.

3 unchanged sentences

10.11+ Amended and Restated Severance Pay Plan effective July 1, 2010 (Incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K for the year ended December 31, 2011 (File No.

Letter Agreement Regarding Compensation of the Chairman of the Board of Directors dated as of January 1, 2005 (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated January 10, 2005 (File No.

10.12+ LaSalle Investment Management Long Term Incentive Compensation Program, amended and restated January 1, 2013 (Incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K for the year ended December 31, 2013 (File No.

6 unchanged sentences

10.18+ Letter Agreement dated August 23, 2016 between Jones Lang LaSalle Incorporated and Christian Ulbrich (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K dated August 25, 2016 (File 001-13145))

Letter Agreement, dated September 17, 2018, between Jones Lang LaSalle Incorporated and Christie B.

Kelly (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (File No.

10.19+ Letter Agreement dated February 27, 2019, between Jones Lang LaSalle Incorporated and Stephanie Plaines (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 80K dated March 31, 2019 (File No.

10.20+ Letter Agreement dated September 22, 2019 between Jones Lang LaSalle Incorporated and Mihir Shah (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (File No.

NUMBER DESCRIPTION

10.21+ Letter Agreement dated September 22, 2019 between Jones Lang LaSalle Incorporated and Yishai Lerner (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (File No.

10.22+ Form of Global Executive Board Salary Reduction Agreement (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No.

10.23+ Letter Agreement, dated June 18, 2020, between Jones Lang LaSalle Incorporated and Karen Brennan (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K dated June 22, 2020 (File No.

10.24+ Letter Agreement, dated June 20, 2020, between Jones Lang LaSalle Incorporated and Stephanie Plaines (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 (File No.

Letter Agreement dated December 4, 2020, between Jones Lang LaSalle Incorporated and Jeff A.

11 Statement concerning computation of per share earnings (filed in Item 8, Consolidated Statements of Comprehensive Income)

1 unchanged sentence

Consent of Independent Registered Public Accounting Firm

Power of Attorney (Set forth on page preceding signature page of this report)

Power of Attorney (Set forth immediately preceding this exhibit index)

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

3 unchanged sentences

JONES LANG LASALLE INCORPORATED

/s/ Stephanie Plaines

Stephanie Plaines

Executive Vice President and Chief Financial Officer

By /s/ Karen Brennan

Karen Brennan

Chief Financial Officer

(Authorized Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 18th day of February, 2021.

/s/ Sheila A.

Chairman of the Board of Directors and Director

/s/ Christian Ulbrich

President, Chief Executive Officer and Director

Christian Ulbrich

(Principal Executive Officer)

/s/ Hugo Bagué

/s/ Matthew Carter

Signature Title

/s/ Siddharth N.

Mehta Chairman of the Board of Directors and Director

/s/ Christian Ulbrich President, Chief Executive Officer and Director

Christian Ulbrich (Principal Executive Officer)

/s/ Hugo Bagué Director

/s/ Matthew Carter Director

Matthew Carter

2 unchanged sentences

Di Piazza, Jr.

/s/ Bridget Macaskill

/s/ Ming Lu Director

/s/ Bridget Macaskill Director

Bridget Macaskill

/s/ Deborah H.

/s/ Siddharth N.

McAneny Director

/s/ Martin H.

/s/ Jeetu Patel

/s/ Ann Marie Petach

Nesbitt Director

/s/ Jeetu Patel Director

/s/ Sheila A.

Penrose Director

/s/ Ann Marie Petach Director

Ann Marie Petach

/s/ Stephanie Plaines

Executive Vice President and Chief Financial Officer

Stephanie Plaines

(Principal Financial Officer)

Executive Vice President and Global Controller

(Principal Accounting Officer)

/s/ Karen Brennan Chief Financial Officer

Karen Brennan (Principal Financial Officer)

Bowers Global Controller

Bowers (Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures