53 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, and the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and related notes (collectively, the consolidated financial statements), and our report dated February 28, 2022 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
28 unchanged sentences
Short-term contract assets, net of allowance of $ 1.9 and $ 2.5
−Removed: Prepaid & other 500.7 517.1
+Added: Prepaid and other 603.5 500.7
Total current assets 6,569.7 6,387.7
13 unchanged sentences
Reimbursable payables 1,579.5 1,350.0
−Removed: Accrued compensation & benefits 2,029.5 1,433.2
+Added: Accrued compensation and benefits 1,749.8 2,029.5
Short-term borrowings 164.2 147.9
35 unchanged sentences
(in millions, except share and per share data) 2022 2021 2020
−Removed: Revenue before reimbursements $ 11,045.6 8,900.1 10,030.6
−Removed: Reimbursements 8,321.4 7,689.8 7,952.6
−Removed: Total revenue $ 19,367.0 16,589.9 17,983.2
+Added: Revenue $ 20,862.1 19,367.0 16,589.9
Operating expenses:
1 unchanged sentence
Operating, administrative and other 9,650.3 8,485.8 7,953.9
−Removed: Reimbursed expenses 8,321.4 7,689.8 7,952.6
Depreciation and amortization 228.1 217.5 226.4
8 unchanged sentences
Net income 793.4 959.3 422.7
−Removed: Net (loss) income attributable to noncontrolling interest ( 2.3 ) 20.2 2.6
−Removed: Net income attributable to the Company 961.6 402.5 535.3
−Removed: Dividends on unvested common stock, net of tax benefit — — 0.9
+Added: Net income (loss) attributable to noncontrolling interest 138.9 ( 2.3 ) 20.2
Net income attributable to common shareholders $ 654.5 961.6 402.5
3 unchanged sentences
Diluted weighted average shares outstanding (in 000's) 49,341 52,071 52,282
−Removed: Net income attributable to the Company $ 961.6 402.5 535.3
+Added: Net income attributable to common shareholders $ 654.5 961.6 402.5
Change in pension liabilities, net of tax ( 21.5 ) 38.5 ( 9.2 )
Foreign currency translation adjustments ( 231.3 ) ( 56.7 ) 59.8
−Removed: Comprehensive income attributable to the Company $ 943.4 453.1 563.7
+Added: Comprehensive income attributable to common shareholders $ 401.7 943.4 453.1
See accompanying notes to Consolidated Financial Statements.
11 unchanged sentences
Shares issued under stock compensation programs 632,638 — 0.2 — — 3.9 — — 4.1
−Removed: Acquisition of HFF 5,733,603 — 841.2 — — — — — 841.2
Shares repurchased for payment of taxes on stock awards ( 179,938 ) — ( 23.5 ) — — — — — ( 23.5 )
1 unchanged sentence
Shares held in trust — — — — 0.1 — — — 0.1
−Removed: Dividends paid, $0.86 per share — — — ( 42.7 ) — — — — ( 42.7 )
+Added: Cumulative effect from adoption of new accounting for credit losses — — — ( 14.9 ) — — — — ( 14.9 )
+Added: Repurchase of common stock ( 896,937 ) — — — — ( 100.0 ) — — ( 100.0 )
Change in pension liabilities, net of tax — — — — — — ( 9.2 ) — ( 9.2 )
Foreign currency translation adjustments — — — — — — 59.8 — 59.8
−Removed: Net increase in amounts attributable to noncontrolling interest — — — — — — — 41.2 41.2
+Added: Net decrease in amounts attributable to noncontrolling interest — — — — — — — ( 17.9 ) ( 17.9 )
December 31, 2020 51,105,417 $ 0.5 2,023.3 3,975.9 ( 5.6 ) ( 96.1 ) ( 377.2 ) 89.2 $ 5,610.0
5 unchanged sentences
Shares held in trust — — — — 0.4 — — — 0.4
−Removed: Cumulative effect from adoption of new accounting for credit losses — — — ( 14.9 ) — — — — ( 14.9 )
+Added: Dividends from vested historic award — — — 0.1 — — — — 0.1
Repurchase of common stock ( 1,451,720 ) — — — — ( 343.3 ) — — ( 343.3 )
1 unchanged sentence
Foreign currency translation adjustments — — — — — — ( 56.7 ) — ( 56.7 )
−Removed: Net decrease in amounts attributable to noncontrolling interest — — — — — — — ( 17.9 ) ( 17.9 )
+Added: Net increase in amounts attributable to noncontrolling interest — — — — — — — 141.5 141.5
December 31, 2021 50,024,139 $ 0.5 2,053.7 4,937.6 ( 5.2 ) ( 406.3 ) ( 395.4 ) 228.5 $ 6,413.4
5 unchanged sentences
Shares held in trust — — — — ( 4.6 ) — — — ( 4.6 )
−Removed: Dividends from vested historic award — — — 0.1 — — — — 0.1
Repurchase of common stock ( 2,922,466 ) — — — — ( 601.2 ) — — ( 601.2 )
1 unchanged sentence
Foreign currency translation adjustments — — — — — — ( 231.3 ) — ( 231.3 )
−Removed: Net increase in amounts attributable to noncontrolling interest — — — — — — — 141.5 141.5
+Added: Deconsolidation of variable interest entity — — — — — — — ( 113.9 ) ( 113.9 )
+Added: Net decrease in amounts attributable to noncontrolling interest — — — — — — — ( 132.2 ) ( 132.2 )
December 31, 2022 47,507,758 $ 0.5 2,022.6 5,590.4 ( 9.8 ) ( 934.6 ) ( 648.2 ) 121.6 $ 6,142.5
13 unchanged sentences
Net (gain) loss on the disposition of assets ( 133.9 ) ( 10.9 ) 1.2
−Removed: Distributions of earnings from real estate ventures 28.6 11.7 21.0
+Added: Distributions of earnings from investments 21.2 28.6 11.7
Provision for loss on receivables and other assets 27.0 12.1 45.6
14 unchanged sentences
Business acquisitions, net of cash acquired ( 5.7 ) ( 416.8 ) —
−Removed: Capital contributions to real estate ventures ( 181.1 ) ( 80.3 ) ( 137.7 )
−Removed: Distributions of capital from real estate ventures 74.0 41.5 113.8
+Added: Capital contributions to investments ( 167.3 ) ( 181.1 ) ( 80.3 )
+Added: Distributions of capital from investments 24.4 74.0 41.5
Other, net ( 23.5 ) ( 35.1 ) 16.6
3 unchanged sentences
Repayments of borrowings under credit facility ( 6,485.0 ) ( 4,944.0 ) ( 5,742.0 )
+Added: Repayments of senior notes ( 275.0 ) — —
Net proceeds from (repayments of) short-term borrowings 20.1 91.8 ( 64.3 )
2 unchanged sentences
Repurchase of common stock ( 601.2 ) ( 343.3 ) ( 100.0 )
−Removed: Payment of dividends — — ( 42.7 )
−Removed: Noncontrolling interest contributions (distributions), net 19.0 ( 0.9 ) 40.6
+Added: Deconsolidation of variable interest entity ( 20.4 ) — —
+Added: Noncontrolling interest (distributions) contributions, net ( 142.7 ) 19.0 ( 0.9 )
Other, net 30.9 54.9 ( 13.1 )
−Removed: Net cash (used in) provided by financing activities ( 143.8 ) ( 771.2 ) 584.6
+Added: Net cash used in financing activities ( 13.1 ) ( 143.8 ) ( 771.2 )
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash ( 39.3 ) ( 21.0 ) 14.8
21 unchanged sentences
LaSalle Investment Management ("LaSalle") is one of the world's largest and most diversified real estate investment management firms, with $ 79.1 billion of assets under management (unaudited) as of December 31, 2022.
−Removed: The following table shows the revenue for the major product categories into which we group our services.
−Removed: Year Ended December 31,
−Removed: (in millions) 2021 2020 2019
−Removed: Real Estate Services:
−Removed: Leasing $ 2,794.0 1,884.2 2,524.0
−Removed: Capital Markets 2,193.5 1,407.4 1,542.2
−Removed: Property & Facility Management 10,222.7 9,485.4 9,364.7
−Removed: Project & Development Services 2,684.9 2,530.1 3,121.5
−Removed: Advisory, Consulting and Other 971.8 861.0 904.7
−Removed: LaSalle 500.1 421.8 526.1
−Removed: Total revenue $ 19,367.0 16,589.9 17,983.2
We work for a broad range of clients representing a wide variety of industries in markets throughout the world.
12 unchanged sentences
For VIEs, determination of the "primary beneficiary" dictates the accounting treatment.
−Removed: We identify the primary beneficiary of a VIE as the enterprise having both (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the VIE.
+Added: We identify the primary beneficiary of a VIE as the enterprise having both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the VIE.
We perform the primary beneficiary analysis as of the inception of our investment and upon the occurrence of a reconsideration event.
9 unchanged sentences
Redeemable noncontrolling interests are adjusted to the greater of their fair value or carrying value as of each balance sheet date through a charge to Additional paid-in capital, if necessary.
−Removed: If classification and presentation outside of permanent equity is not considered necessary, noncontrolling interests are presented as a component of permanent equity on the Consolidated Balance Sheets.
−Removed: We report revenues, expenses and net income (loss) from less-than-wholly-owned consolidated subsidiaries at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests;
+Added: When noncontrolling interests have no redemption features outside of our control, noncontrolling interests are presented as a component of permanent equity on the Consolidated Balance Sheets.
+Added: We report revenues, expenses and net income (loss) from less-than-wholly-owned consolidated subsidiaries at the consolidated amounts, including both the amounts attributable
+Added: to the Company and noncontrolling interests;
the income or loss attributable to the noncontrolling interest holders is reflected in Net income attributable to noncontrolling interest on the Consolidated Statements of Comprehensive Income.
−Removed: Changes in amounts attributable non-redeemable noncontrolling interests are reflected in the Consolidated Statements of Changes in Equity.
+Added: Changes in amounts attributable to non-redeemable noncontrolling interests are reflected in the Consolidated Statements of Changes in Equity.
Changes in amounts attributable to redeemable noncontrolling interests are presented in the following table.
1 unchanged sentence
Redeemable noncontrolling interests as of December 31, 2019
−Removed: Business acquisition (1)
−Removed: Net income 0.2
−Removed: Redeemable noncontrolling interests as of December 31, 2019
Net loss ( 0.3 )
Distribution to redeemable noncontrolling interest ( 0.5 )
+Added: Redeemable noncontrolling interests as of December 31, 2020
+Added: Net loss ( 0.1 )
Redeemable noncontrolling interests as December 31, 2021
Net loss ( 0.3 )
+Added: Distribution to redeemable noncontrolling interest ( 0.2 )
+Added: Other ( 0.3 )
Redeemable noncontrolling interests as of December 31, 2022
−Removed: (1) Reflects the ownership interests retained by the seller associated with our 2019 acquisition of Latitude Real Estate Investors.
Use of Estimates
The preparation of the Consolidated Financial Statements in conformity with U.S.
−Removed: GAAP requires us to make estimates and assumptions about future events that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses during the reporting periods.
+Added: GAAP requires us to make estimates and assumptions about future events that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses during each reporting period.
Such estimates include the value and allocation of purchase consideration, valuation of accounts receivable, Reimbursable receivables, Warehouse receivables, Investments, Goodwill, intangible assets, derivative financial instruments, other long-lived assets, earn-out liabilities, legal contingencies, assumptions used in the calculation of income taxes, incentive compensation, self-insurance program liabilities, and retirement and other post-employment benefits, among others.
7 unchanged sentences
Revenue Recognition
−Removed: We earn revenue from the following:
−Removed: • Capital Markets;
−Removed: • Property & Facility Management;
−Removed: • Project & Development Services;
+Added: We earn revenue from the following services (segments are bolded).
+Added: • Markets Advisory
+Added: ◦ Property Management
◦ Advisory, Consulting and Other
+Added: • Capital Markets
+Added: ◦ Investment Sales, Debt/Equity Advisory and Other
+Added: ◦ Loan Servicing
+Added: ◦ Valuation Advisory
+Added: • Work Dynamics
+Added: ◦ Workplace Management
+Added: ◦ Project Management
+Added: ◦ Portfolio Services and Other
+Added: • JLL Technologies
+Added: Markets Advisory
Leasing revenue is earned from brokerage commissions as we represent tenants and/or landlords in connection with real estate leases.
Our performance obligation is to facilitate the execution of a lease agreement, which is satisfied at a point in time, upon lease execution.
−Removed: Generally, we are either entitled to the full consideration upon lease execution or in part upon lease execution with the remainder upon the occurrence of a future event outside of our control (e.g.
−Removed: tenant occupancy, lease commencement, or rent commencement).
+Added: Generally, we are either entitled to the full consideration upon lease execution or in part upon lease execution with the remainder upon the occurrence of a future event outside of our control (e.g., tenant occupancy, lease commencement, or rent commencement).
The majority of the events that preclude our entitlement to the full consideration upon lease execution are considered to be “normal course of business” and, therefore, do not result in a constraint upon the recognition of revenue.
1 unchanged sentence
Generally, less than 5 % of our Leasing revenue recognized in a period had previously been constrained.
+Added: Property Management
+Added: Property Management provides on-site day-to-day real estate management services for owners of office, industrial, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time.
+Added: Pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management or some other variable metric.
+Added: Although we are principal in limited situations, we generally act as agent on behalf of our Property Management clients in relation to third-party vendors and subcontractors engaged to deliver operational services to our clients' properties.
+Added: In these situations, we arrange, but do not control, the services provided by third party vendors and subcontractors prior to the transfer of the services to the client.
+Added: As a result, the third-party costs incurred on behalf of clients, along with the corresponding revenue, are presented net on our Consolidated Statements of Comprehensive Income.
+Added: Advisory, Consulting and Other
+Added: Advisory, Consulting and Other includes a variety of different service offerings, whereby our performance obligation is to provide services as specified in the contract.
+Added: Occasionally, our entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report to the client.
+Added: However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous transfer of control to our clients.
Capital Markets
−Removed: Capital Markets provides brokerage and other services for capital transactions, such as real estate sales or loan originations and refinancing.
+Added: Investment Sales, Debt/Equity Advisory and Other
+Added: We provide brokerage and other services for capital transactions, such as real estate sales or loan originations and refinancing.
Our performance obligation is to facilitate the execution of capital transactions, and we are generally entitled to the full consideration at the point in time upon which our performance obligation is satisfied, at which time we recognize revenue.
−Removed: Our mortgage banking and servicing operations - such as activities related to mortgage servicing rights ("MSR" or "MSRs"), loan origination fees and servicing income - are excluded from the scope of Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, ("ASC Topic 606").
−Removed: Such out-of-scope revenue was included entirely within Americas Capital Markets and is presented below.
+Added: In addition, revenue related to mortgage servicing rights ("MSR" or "MSRs") and loan origination fees are reported within Investment Sales, Debt/Equity Advisory and Other.
+Added: Loan Servicing
+Added: We service substantially all the loans we originate and sell, and service loans we did not originate but subsequently acquire the rights to service.
+Added: We obtain a periodic fee for each loan we service based on a proportion of the cash collections.
+Added: Capital Markets revenue excluded from the scope of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606")
+Added: Our mortgage banking and servicing operations, comprised of (i) all Loan Servicing revenue and (ii) activities related to 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.
+Added: Such out-of-scope revenue is presented below.
Year Ended December 31,
1 unchanged sentence
Revenue excluded from scope of ASC Topic 606 $ 293.6 337.1 305.3
−Removed: Property & Facility Management
−Removed: Property Management provides on-site day-to-day real estate management services for owners of office, industrial, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time.
−Removed: Pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management or some other variable metric.
−Removed: Although we are principal in limited situations, we generally act as agent on behalf of our Property Management clients in relation to third-party vendors and subcontractors engaged to deliver operational services to our clients' properties.
−Removed: In these situations, we arrange, but do not control, the services provided by third-party vendors and subcontractors prior to the transfer of the services to the client.
−Removed: As a result, the costs incurred on behalf of clients, along with the corresponding revenue, are presented net on our Consolidated Statements of Comprehensive Income.
−Removed: Facility Management primarily provides comprehensive, on-site day-to-day real estate management services to corporations and institutions across a broad range of industries that outsource the management of the real estate they occupy, representing a series of daily performance obligations delivered over time.
+Added: Valuation Advisory
+Added: Valuation Advisory service offerings include (but are not limited to) asset appraisal, business valuation, property tax advisory, complex litigation, and environmental property consulting.
+Added: Our performance obligation is to provide services as specified in the contract and our pricing is negotiated based on the scale and complexity of each assignment.
+Added: Typically, our entitlement to consideration is predicated on the occurrence of an event such as the delivery of an appraisal or report to the client.
+Added: Work Dynamics
+Added: Workplace Management
+Added: Workplace Management, previously referred to as Integrated Facilities Management (IFM), provides comprehensive, on-site day-to-day real estate management services to corporations and institutions across a broad range of industries that outsource the management of the real estate they occupy, representing a series of daily performance obligations delivered over time.
Pricing generally includes a management fee and, in many instances, an incentive fee or other form of variable consideration.
−Removed: Although we may act as agent on behalf of our clients with respect to certain mandates, we generally act as principal for our Facility Management contracts with respect to third-party vendors and subcontractors engaged to deliver operational services to our clients' facilities.
+Added: Although we may act as agent on behalf of our clients with respect to certain mandates, we generally act as principal for our Workplace Management contracts with respect to third-party vendors and subcontractors engaged to deliver operational services to our clients' facilities.
In these situations, we control the services provided by such third-party vendors and subcontractors prior to the transfer of the services to the client.
−Removed: As a result, the costs incurred on behalf of our clients, along with the corresponding reimbursement revenue, are presented gross on our Consolidated Statements of Comprehensive Income.
−Removed: Project & Development Services
−Removed: Project & Development Services provides short-term construction-related services ranging from general contracting to project management for owners and occupiers of real estate.
+Added: As a result, the third-party costs incurred on behalf of our clients, along with the corresponding reimbursement revenue, are presented gross on our Consolidated Statements of Comprehensive Income.
+Added: Project Management
+Added: Project Management, previously referred to as Project & Development Services, provides construction-related services, primarily short-term in nature, ranging from development and design to general contracting and project management for owners and occupiers of real estate.
Depending on the terms of our engagement, our performance obligation is either to arrange for the completion of a project or to assume responsibility for completing a project on behalf of a client.
Our obligations to clients are satisfied over time due to the continuous transfer of control of the underlying asset.
−Removed: Therefore, we recognize revenue over time, generally using input measures (e.g.
−Removed: to-date costs incurred relative to total estimated costs at completion).
+Added: Therefore, we recognize revenue over time, generally using input measures (e.g., to-date costs incurred relative to total estimated costs at completion).
Typically, we are entitled to consideration at distinct milestones over the term of an engagement.
For certain contracts where we assume responsibility for completing a project, we control the services provided by third-party vendors and subcontractors prior to transfer of the assets to the client.
−Removed: In these situations, the costs incurred on behalf of clients, along with the associated reimbursement revenue are presented gross on our Consolidated Statements of Comprehensive Income.
−Removed: For situations in which we act as agent on behalf of clients, costs incurred and the associated revenue are presented net on our Consolidated Statements of Comprehensive Income.
−Removed: Advisory, Consulting and Other
−Removed: Advisory, Consulting and Other includes a variety of different service offerings, whereby our performance obligation is to provide services as specified in the contract.
−Removed: Occasionally, our entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report for which client acceptance is required.
−Removed: However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous transfer of control to our clients.
+Added: In these situations, the third-party costs incurred on behalf of clients, along with the associated reimbursement revenue, are presented gross on our Consolidated Statements of Comprehensive Income.
+Added: In contrast, where we act as agent on behalf of clients, third-party costs incurred and the associated revenue are presented net on our Consolidated Statements of Comprehensive Income.
+Added: Portfolio Services and Other
+Added: Portfolio Services and Other includes a variety of different service offerings, including advising clients on how to optimize their workplace strategies and occupancy planning efforts, and overall portfolio strategy management and administration for our clients.
+Added: Our performance obligation is to provide services as specified in the contract.
+Added: For event-driven point-in-time transactions, we record revenue when our performance obligation is complete, such as the delivery of a report to the client, whereas revenue is recorded over time for services with a continuous transfer of control to our clients.
+Added: JLL Technologies
+Added: JLL Technologies offers multiple cloud-based software solutions that generate value for investors and businesses by enabling higher-quality decision-making through improved data and analytics.
+Added: We recognize cloud-based software revenue over time commensurate with the length and terms of the contract.
+Added: In addition, we offer professional services such as program and project management, implementation and support, managed services, and advisory services.
+Added: We recognize professional services revenue at the time our performance obligation is satisfied.
LaSalle provides real estate investment management services to clients and generally earns consideration in the form of advisory fees, transaction fees and incentive fees.
5 unchanged sentences
We apply the applicable practical expedient offered by ASC Topic 606 when the amortization period is one year or less and, therefore, recognize these costs as an operating expense as they are incurred.
−Removed: We also incur costs to fulfill revenue contracts, primarily related to transition costs incurred prior to delivering Property & Facility Management services.
+Added: We also incur costs to fulfill revenue contracts, primarily related to transition costs incurred prior to delivering Property Management and Workplace Management services.
These costs are not expensed as incurred but are deferred and amortized as an operating expense over the expected life of the contract in accordance with the transfer of related services.
7 unchanged sentences
The majority of contract liabilities are recognized as revenue within 90 days.
−Removed: Detail of our contract assets and liabilities is presented below.
+Added: Such contract assets and liabilities are presented below.
(in millions) December 31, 2022 December 31, 2021
Contract assets, gross $ 447.0 438.7
−Removed: Allowance for contract assets ( 2.8 ) ( 2.1 )
+Added: Contract asset allowance ( 2.3 ) ( 2.8 )
Contract assets, net $ 444.7 435.9
5 unchanged sentences
As of December 31, 2022, the aggregate amount of transaction price allocated to remaining performance obligations represented less than 5 % of our total revenue.
−Removed: 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 property and facility management contracts and LaSalle advisory contracts.
+Added: 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 LaSalle contracts.
Contracts within these businesses represent a significant portion of our contracts with customers not expected to be completed within 12 months.
51 unchanged sentences
As of December 31, 2022 and 2021, the loan loss guarantee reserve was $ 24.8 million and $ 22.9 million, respectively, and was included within Other liabilities on the Consolidated Balance Sheets.
−Removed: The balance as of December 31, 2021 reflects a notable decrease from the prior year as a result of improving economic conditions and projections over the course of 2021.
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.
−Removed: The loss-sharing guarantee obligation (in accordance with ASC Topic 460, Guarantees ) is separate from the loan loss guarantee reserve discussed above.
+Added: The loss-sharing guarantee obligation (in accordance with ASC Topic 460, Guarantees ) is separate from the loan loss guarantee reserve discussed abov e.
As of December 31, 2022 and 2021, loss-sharing guarantee obligations were $ 29.0 million and $ 24.6 million, respectively, and was included in Other liabilities on the Consolidated Balance Sheets.
18 unchanged sentences
We record property and equipment at cost and depreciate these assets over their relevant useful lives.
−Removed: We capitalize certain direct costs relating to internal-use software when incurred during the application development phase.
+Added: We capitalize certain direct costs relating to internal-use software when incurred during the development phase.
We evaluate property and equipment for impairment whenever events or circumstances indicate the carrying value of an asset group may not be recoverable.
18 unchanged sentences
They primarily represent customer relationships, management contracts and customer backlogs acquired as part of our acquisitions.
−Removed: We evaluate goodwill for impairment at least annually.
−Removed: We define our four reporting units as the three geographic regions of RES (i) Americas, (ii) Europe, Middle East and Africa ("EMEA") and (iii) Asia Pacific;
−Removed: and (iv) LaSalle.
−Removed: We have considered qualitative and quantitative factors while performing our annual impairment test of goodwill (as of July 1, 2021) and determined it is not more-likely-than-not that the fair value of all our reporting units are less than their carrying values.
+Added: In conjunction with our new organizational structure described more fully in Note 1, Organization, we reassessed our reporting units as of January 1, 2022, and reassigned goodwill to reflect our new segment structure using a relative fair value allocation approach.
+Added: We now define our reporting units as our five global business segments, (i) Markets Advisory, (ii) Capital Markets, (iii) Work Dynamics, (iv) JLL Technologies and (v) LaSalle.
+Added: This change did not impact our LaSalle reporting unit and, therefore, its goodwill balance was excluded from this exercise and remained unchanged.
+Added: Under the relative fair value allocation approach, 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.
+Added: We considered the change to our reportable segments a triggering event for the impacted reporting units requiring the testing of goodwill for impairment as of January 1, 2022.
+Added: We performed a quantitative test relying on the discounted cash flow (“DCF”) method, an income approach, in determining the estimated fair value of our reporting units.
+Added: Our DCF 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.
+Added: Our analysis indicated that no impairment existed as the estimated fair value of each impacted reporting unit exceeded its respective carrying value.
+Added: We evaluate goodwill for impairment annually on July 1st of each year or when a triggering event occurs.
+Added: In our annual goodwill impairment evaluation on July 1, 2022, we considered qualitative and quantitative factors and determined it is not more-likely-than-not that the fair value of all our reporting units are less than their carrying values.
In performing our assessments of all reporting units, we primarily considered (i) macroeconomic and industry trends, (ii) our overall financial performance, and nature of the key drivers thereof, during the year at both the reporting unit and consolidated reporting levels, (iii) near and longer-term forecasts of operating income and cash flows generated by our reporting units in relation to the carrying values of the net assets of each reporting unit, and (iv) our market capitalization in relation to the aggregate carrying value of our net assets.
10 unchanged sentences
We primarily account for these investments at fair value utilizing information provided by investees, however, as further discussed below, we report certain of our investments under the equity method.
−Removed: In addition to our LaSalle investments, JLL Technologies has strategic investments in property technology ("proptech") funds and early to mid-stage proptech companies to improve our strategic position within the real estate technology landscape, including investments through the JLL Spark Global Venture funds.
+Added: In addition to our LaSalle investments, JLL Technologies has strategic investments in early to mid-stage proptech companies as well as property technology ("proptech") funds to improve our strategic position within the real estate technology landscape, including investments through the JLL Spark Global Ventures Funds.
We generally account for these investments at fair value.
13 unchanged sentences
Our share of each real estate venture's net income or loss, including gains and losses from capital transactions, is reflected on the Consolidated Statements of Comprehensive Income as Equity earnings.
−Removed: We evaluate our investments accounted for under the equity method for other-than-temporary impairment on a quarterly basis, or as events or changes in circumstances warrant such an evaluation.
+Added: We evaluate our investments accounted for under the equity method for other-than-temporary
+Added: impairment on a quarterly basis, or as events or changes in circumstances warrant such an evaluation.
Our evaluations consider the existence of impairment indicators in the underlying real estate assets that compose the majority of our investments.
17 unchanged sentences
We do not estimate forfeitures;
−Removed: instead, we recognize forfeitures in Compensation & benefits expense as they occur.
+Added: instead, we recognize forfeitures in Compensation and benefits expense as they occur.
We also have a "noncompensatory" Employee Stock Purchase Plan ("ESPP") for U.S.
3 unchanged sentences
We account for income taxes under the asset and liability method.
−Removed: We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our financial statements or tax returns.
+Added: We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns.
Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
7 unchanged sentences
However, in the normal course of business, we do use derivative financial instruments in the form of foreign currency forward contracts to manage our foreign currency exchange rate risk.
−Removed: We currently do not use hedge accounting for these contracts, which are marked-to-market each period with changes in unrealized gains or losses recognized in earnings and offset by foreign currency gains and losses on associated intercompany loans and other foreign currency balances.
−Removed: Gains and losses from the revaluation of these contracts are recognized as a component of Operating, administrative and other expense and are offset by the gains and losses recognized on the revaluation of intercompany loans and other foreign currency balances such that the impact to net income was not significant for the three years ended December 31, 2021.
+Added: We currently do not use hedge accounting for these contracts, which are marked-to-market each period with changes in unrealized gains or losses offset by foreign currency gains and losses on associated intercompany loans and other foreign currency balances.
+Added: Gains and losses from the revaluation of these contracts are recognized as a component of Operating, administrative and other expense and are offset by the gains and losses recognized on the revaluation of intercompany loans and other foreign currency balances such that the impact to net income was not significant for any of the three years ended December 31, 2022.
For presentation and disclosure, we net our exposure by counterparty for all counterparties subject to International Swaps and Derivatives Association Master Agreements.
27 unchanged sentences
We include gains and losses from foreign currency transactions in net earnings as a component of Operating, administrative and other expense.
−Removed: For the years ended December 31, 2021, 2020 and 2019 we had net foreign currency transaction losses of $ 8.1 million, $ 4.6 million, and $ 2.4 million, respectively.
+Added: For the years ended December 31, 2022, 2021 and 2020, we had net foreign currency transaction gain (loss) of $ 6.4 million, $( 8.1 ) million and $( 4.6 ) million, respectively.
The effect of foreign currency exchange rate changes on Cash, cash equivalents and restricted cash is presented as a separate caption in the Consolidated Statements of Cash Flows.
20 unchanged sentences
Recently adopted accounting guidance
−Removed: In January 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2020‑01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) , which, among other things, clarifies that a company should consider observable transactions that require a company to either apply or discontinue the equity method of accounting under Topic 323.
−Removed: In addition, it clarifies that, when determining the accounting for certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option.
+Added: In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022‑04, Liabilities-Supplier Finance Programs (Subtopic 450-50):
+Added: Disclosure of Supplier Finance Program Obligations , which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their outstanding obligations at the end of the reporting period.
+Added: The guidance is intended to address requests from stakeholders for information about an entity’s use of supplier finance programs and their effect on the entity’s working capital, liquidity and cash flows.
This ASU is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted.
−Removed: We adopted this guidance effective January 1, 2021, and the adoption did not impact our financial statements and related disclosures.
−Removed: In October 2021, the FASB issued ASU 2021-08 Business Combination (Topic 805):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires companies to apply ASC Topic 606 to recognize and measure contract assets and liabilities from contracts with customers acquired in a business combination.
−Removed: This generally will result in companies recognizing contract assets and liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date.
−Removed: The ASU is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted.
−Removed: We early adopted this guidance effective December 31, 2021, and applied it retrospectively to all business combinations in 2021.
−Removed: The adoption did not have a material impact to our financial statements and related disclosures.
+Added: We do not expect the new guidance to have a material impact to our financial statements and related disclosures.
BUSINESS SEGMENTS
−Removed: We manage and report our operations as four business segments:
−Removed: The three geographic regions of RES including:
−Removed: (1) Americas,
−Removed: (2) Europe, Middle East and Africa ("EMEA"), and
−Removed: (3) Asia Pacific;
−Removed: Each geographic region offers our full range of real estate services, including agency leasing and tenant representation, capital markets, property and facility management, project and development management, energy management and sustainability, construction management, and advisory, consulting and valuation services.
−Removed: LaSalle provides investment management services on a global basis to institutional investors and high-net-worth individuals.
+Added: On February 28, 2022, we announced a new organizational structure that became effective on January 1, 2022.
+Added: Under the new structure, we organize our operations around, and publicly report our financial results on, five global business segments:
+Added: (1) Markets Advisory,
+Added: (2) Capital Markets,
+Added: (3) Work Dynamics,
+Added: (4) JLL Technologies, and
+Added: Markets Advisory offers a wide range of real estate services, including agency leasing and tenant representation, property management, advisory, and consulting services.
+Added: Capital Markets service offerings include investment sales, equity and debt advisory, loan servicing, and valuation advisory.
+Added: Our Work Dynamics business provides a broad suite of integrated services to occupiers of real estate, including facility and project management, as well as portfolio and other services.
+Added: Our JLL Technologies segment offers software products, solutions and services, while LaSalle provides investment management services on a global basis to institutional investors and high-net-worth individuals.
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.
−Removed: Allocated expenses primarily consist of corporate global overhead, which we allocate to the business segments based on the budgeted operating expenses of each segment.
−Removed: Segment income does not include (i) restructuring and acquisition charges, (ii) interest expense, net of interest income, (iii) other income, and (iv) provision for income tax, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.
−Removed: The Chief Operating Decision Maker ("CODM") of JLL measures and evaluates the segment results based on Segment income for purposes of making decisions about allocating resources and assessing performance.
−Removed: Our CODM is not provided with total asset information by segment and, accordingly, does not measure performance or allocate resources based on total asset information.
+Added: 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.
+Added: Adjusted EBITDA does not include (i) restructuring and acquisition charges, (ii) gain/loss on disposal, (iii) interest on employee loans, net, (iv) net non-cash MSR and mortgage banking derivative activity, (v) interest expense, net of interest income, (vi) provision for income tax, and (vii) depreciation and amortization, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.
+Added: 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.
+Added: 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.
3 unchanged sentences
(in millions) 2022 2021 2020
−Removed: Americas - Real Estate Services
+Added: Markets Advisory
Leasing $ 2,759.2 2,618.1 1,747.8
−Removed: Capital Markets 1,525.9 952.0 914.2
−Removed: Property & Facility Management 6,375.3 5,878.2 5,607.9
−Removed: Project & Development Services 1,366.3 1,333.5 1,689.6
+Added: Property Management 1,525.3 1,437.9 1,317.9
Advisory, Consulting and Other 131.0 132.7 121.3
1 unchanged sentence
Depreciation and amortization (1)
−Removed: Equity earnings $ 142.2 19.0 1.7
−Removed: Segment income $ 1,073.8 554.9 613.1
−Removed: EMEA - Real Estate Services
−Removed: Leasing $ 347.3 245.6 302.7
+Added: $ 70.6 69.4 68.0
+Added: Equity (losses) earnings $ ( 0.3 ) 0.7 13.7
+Added: Adjusted EBITDA $ 527.5 546.5 337.8
Capital Markets
−Removed: Property & Facility Management 1,504.7 1,456.6 1,551.6
−Removed: Project & Development Services 870.8 785.6 904.3
−Removed: Advisory, Consulting and Other 281.5 274.3 300.2
+Added: Investment Sales, Debt/Equity Advisory and Other $ 1,955.4 2,111.0 1,341.1
+Added: Valuation Advisory 374.9 369.3 311.0
+Added: Loan Servicing 157.9 140.2 111.4
Revenue $ 2,488.2 2,620.5 1,763.5
Depreciation and amortization $ 61.6 63.1 69.8
−Removed: Equity losses $ — — ( 1.0 )
−Removed: Segment (loss) income $ ( 5.6 ) ( 16.0 ) 46.0
−Removed: Asia Pacific - Real Estate Services
−Removed: Leasing $ 267.6 187.4 260.8
−Removed: Capital Markets 194.2 124.7 216.1
−Removed: Property & Facility Management 2,342.7 2,150.6 2,205.2
−Removed: Project & Development Services 447.8 411.0 527.6
−Removed: Advisory, Consulting and Other 249.8 196.4 197.8
+Added: Equity earnings $ 3.1 4.9 1.4
+Added: Adjusted EBITDA $ 444.0 543.2 247.8
+Added: Work Dynamics
+Added: Workplace Management $ 9,819.2 8,731.5 8,112.2
+Added: Project Management 2,972.3 2,684.9 2,530.2
+Added: Portfolio Services and Other 477.0 475.1 419.1
Revenue $ 13,268.5 11,891.5 11,061.5
Depreciation and amortization $ 71.1 66.2 68.0
+Added: Equity earnings (losses) $ 1.2 0.4 ( 0.3 )
+Added: Adjusted EBITDA $ 230.1 182.4 227.6
+Added: JLL Technologies
+Added: Revenue $ 213.9 166.2 156.1
+Added: Depreciation and amortization $ 15.4 10.5 11.3
Equity earnings $ 46.6 140.7 5.7
−Removed: Segment income $ 130.2 116.4 129.6
+Added: Adjusted EBITDA $ ( 50.9 ) 53.4 ( 33.1 )
Advisory fees $ 404.6 364.7 336.4
−Removed: Transaction fees & other 41.5 43.9 61.3
+Added: Transaction fees and other 44.8 41.5 43.9
Incentive fees 26.6 93.9 41.5
2 unchanged sentences
Equity earnings (losses) $ 0.4 62.7 ( 12.5 )
−Removed: Segment income $ 139.2 54.2 147.4
+Added: Adjusted EBITDA $ 96.6 171.0 79.5
+Added: (1) This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.
+Added: The following table is a reconciliation of Adjusted EBITDA to Net income attributable to common shareholders.
Year Ended December 31,
(in millions) 2022 2021 2020
−Removed: Segment income - Americas $ 1,073.8 554.9 613.1
−Removed: Segment (loss) income - EMEA ( 5.6 ) ( 16.0 ) 46.0
−Removed: Segment income - Asia Pacific 130.2 116.4 129.6
−Removed: Segment income - LaSalle 139.2 54.2 147.4
−Removed: Equity earnings ( 209.4 ) ( 8.0 ) ( 36.3 )
+Added: Adjusted EBITDA - Markets Advisory $ 527.5 546.5 337.8
+Added: Adjusted EBITDA - Capital Markets 444.0 543.2 247.8
+Added: Adjusted EBITDA - Work Dynamics 230.1 182.4 227.6
+Added: Adjusted EBITDA - JLL Technologies ( 50.9 ) 53.4 ( 33.1 )
+Added: Adjusted EBITDA - LaSalle 96.6 171.0 79.5
+Added: Adjusted EBITDA - Consolidated $ 1,247.3 1,496.5 859.6
Restructuring and acquisition charges $ ( 104.8 ) ( 84.7 ) ( 142.4 )
−Removed: Operating income $ 1,043.5 559.1 715.4
−Removed: The following table sets forth the revenue and assets from our most significant currencies.
−Removed: TOTAL REVENUE
+Added: Net (loss) gain on disposition ( 7.5 ) 12.4 4.8
+Added: Interest on employee loans, net 9.7 — —
+Added: Net non-cash MSR and mortgage banking derivative activity 11.0 59.3 66.6
+Added: Interest expense, net of interest income ( 75.2 ) ( 40.1 ) ( 52.8 )
+Added: Provision for income taxes ( 200.8 ) ( 264.3 ) ( 106.9 )
+Added: Depreciation and amortization (1)
+Added: ( 225.2 ) ( 217.5 ) ( 226.4 )
+Added: Net income attributable to common shareholders $ 654.5 961.6 402.5
+Added: (1) This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.
+Added: The following table sets forth the revenue from our most significant currencies.
Year Ended December 31,
4 unchanged sentences
Australian dollar 1,183.0 1,118.7 876.1
−Removed: Hong Kong dollar 545.6 512.2 533.8
−Removed: Chinese yuan 539.1 473.1 505.9
Canadian dollar 593.8 508.3 432.6
Indian rupee 591.0 508.2 524.5
+Added: Hong Kong dollar 532.3 545.6 512.2
+Added: Chinese yuan 506.0 539.1 473.1
Singapore dollar 368.4 327.4 246.6
1 unchanged sentence
Other currencies 1,366.7 1,259.9 1,117.4
−Removed: $ 19,367.0 16,589.9 17,983.2
−Removed: Change in Reporting Segments
−Removed: Effective January 1, 2022, our Real Estate Services segments (Americas, EMEA and Asia Pacific) were reorganized into four global business segments focused on product offerings versus geographical alignment.
−Removed: The new segments are:
−Removed: (i) Markets Advisory, (ii) Capital Markets, (iii) Work Dynamics and (iv) JLL Technologies ("JLLT").
−Removed: We will continue to manage our investment management business globally as LaSalle, a distinct segment.
−Removed: Effective with financial reporting in 2022, prior period results will be restated to conform with our new reporting structure.
+Added: Total revenue $ 20,862.1 19,367.0 16,589.9
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
2022 Business Combinations Activity
−Removed: During 2021, we completed four new strategic acquisitions, expanding our capabilities and increasing our presence in key regional markets.
−Removed: These strategic acquisitions are presented below.
−Removed: Acquired Company Quarter of Acquisition Country Primary Service Line
−Removed: Skyline AI (Skyline) Q3 Israel Capital Markets
−Removed: Sterling Bay Property Management, LLC ( 1)
−Removed: Q4 United States Property & Facility Management
−Removed: Building Engines, Inc.
−Removed: Q4 United States Property & Facility Management
−Removed: Enerdapt, Inc.
−Removed: (Hank) Q4 United States Advisory, Consulting and Other
−Removed: (1) We acquired a 50.1% interest in a joint venture with Sterling Bay, LLC.
−Removed: Aggregate terms of our acquisitions included:
−Removed: (i) cash paid at closing of $ 416.8 million (net of $ 13.9 million in cash acquired), (ii) guaranteed deferred consideration of $ 10.0 million and (iii) contingent earn-out consideration of $ 68.6 million, payable upon satisfaction of certain performance conditions and which we have initially recorded at their respective acquisition date fair value.
−Removed: A preliminary allocation of this purchase consideration resulted in goodwill of $ 442.3 million, identifiable intangibles of $ 210.2 million, other net liabilities (assumed liabilities less acquired assets) of $ 34.6 million.
+Added: During 2022, there were no material acquisitions.
+Added: We paid $ 18.1 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.
+Added: 2021 Business Combinations Activity
+Added: During the year ended December 31, 2021, we completed four new strategic acquisitions:
+Added: two in JLL Technologies, one in Capital Markets, and one in Markets Advisory.
+Added: Aggregate terms of these acquisitions included:
+Added: (i) cash paid at closing of $ 416.8 million (net of $ 13.9 million in cash acquired), (ii) guaranteed deferred consideration of $ 10.0 million and (iii) contingent earn-out consideration of $ 68.6 million recorded at their respective acquisition date fair value, which we will pay upon satisfaction of certain performance conditions.
+Added: As of December 31, 2021, a preliminary allocation of this purchase consideration resulted in goodwill of $ 442.3 million, identifiable intangibles of $ 210.2 million, and other net liabilities (assumed liabilities less acquired assets) of $ 34.6 million.
The noncontrolling interest of 49.9% in the less-than-wholly-owned acquisition was $ 122.5 million at the acquisition date.
−Removed: As of December 31, 2021, we have completed our analysis to assign fair values to all of the material identifiable intangible and tangible assets acquired and, therefore, we do not anticipate further refinement to the purchase price allocations for our 2021 acquisitions.
+Added: As of December 31, 2022, the purchase price allocations for our 2021 acquisitions was final.
+Added: There were no significant adjustments to the purchase price allocation recorded during the year ended December 31, 2022.
During the year ended December 31, 2021, we also paid $ 88.7 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.
Of the $ 442.3 million of total additions to goodwill in 2021, we expected to amortize and deduct $ 99.8 million for tax purposes as of December 31, 2021, subject to statutory amortization periods.
−Removed: 2020 Business Combinations Activity
−Removed: During the year ended December 31, 2020, we completed no new acquisitions.
Earn-Out Payments
4 unchanged sentences
Long-term earn-out liabilities (fair value) (1)
−Removed: (1) Included in Short-term and Long-term acquisition obligations on the Consolidated Balance Sheets.
+Added: (1) Included in Short-term and Long-term acquisition-related obligations 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.
5 unchanged sentences
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.
+Added: In conjunction with our new organizational structure, we reassessed our reporting units as of January 1, 2022, and reassigned goodwill to reflect our new segment structure.
+Added: Refer to Note 2, Summary of Significant Accounting Policies, and Note 3, Business Segments, for additional detail.
The following table details, by reporting segment, the annual movements in goodwill.
−Removed: (in millions) Americas EMEA Asia
−Removed: Pacific LaSalle Consolidated
−Removed: Balance as of December 31, 2019 $ 2,877.6 915.9 317.6 57.1 $ 4,168.2
−Removed: Dispositions — ( 0.7 ) — — ( 0.7 )
−Removed: Impact of exchange rate movements 0.4 44.5 11.6 0.7 57.2
−Removed: Balance as of December 31, 2020 2,878.0 959.7 329.2 57.8 4,224.7
+Added: As a result of reassigning goodwill, only activity in periods after the reassignment are disclosed.
+Added: (in millions) Markets Advisory Capital Markets Work Dynamics JLL Technologies LaSalle Consolidated
+Added: Balance as of January 1, 2022 $ 1,782.9 1,983.9 539.9 247.5 57.4 $ 4,611.6
Additions, net of adjustments — 8.5 4.6 0.4 — 13.5
−Removed: Dispositions ( 11.0 ) ( 1.0 ) — — ( 12.0 )
Impact of exchange rate movements ( 40.0 ) ( 43.2 ) ( 11.9 ) ( 0.2 ) ( 1.8 ) ( 97.1 )
Balance as of December 31, 2022 $ 1,742.9 1,949.2 532.6 247.7 55.6 $ 4,528.0
−Removed: The following table details, by reporting segment, the annual movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.
−Removed: MSR Other Intangibles
−Removed: (in millions) Americas Americas EMEA Asia Pacific LaSalle Consolidated
+Added: The following tables detail, by intangible type, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.
+Added: (in millions) MSRs Other Intangibles Consolidated
Gross Carrying Amount
12 unchanged sentences
Balance as of December 31, 2022
+Added: $ 747.3 557.0 $ 1,304.3
Accumulated Amortization
12 unchanged sentences
Balance as of December 31, 2022
+Added: $ ( 242.2 ) ( 203.6 ) $ ( 445.8 )
Net book value as of December 31, 2022
−Removed: (1) Included in this amount for MSRs was (i) $ 31.2 million and $ 23.7 million for 2021 and 2020, respectively, relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights and (ii) $( 0.1 ) million and $ 0.1 million for 2021 and 2020, respectively, relating to an impairment valuation allowance.
+Added: $ 505.1 353.4 $ 858.5
+Added: (1) Included in this amount for MSRs was (i) $ 28.0 million and $ 31.2 million for 2022 and 2021, respectively, relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights and (ii) $( 0.1 ) million for 2021 relating to an impairment valuation allowance.
(2) Amortization of MSRs is included in Revenue within the Consolidated Statements of Comprehensive Income.
8 unchanged sentences
Total $ 505.1 305.2 $ 810.3
−Removed: As of December 31, 2021 and 2020, we had Investments of $ 745.7 million and $ 430.8 million, respectively.
−Removed: Summarized investment balances is presented in the following table.
+Added: Summarized investment balances are presented in the following table.
(in millions) 2022 2021
−Removed: LaSalle co-investments $ 354.6 300.3
JLL Technologies investments $ 483.4 353.6
+Added: LaSalle co-investments 366.5 354.6
Other investments 23.9 37.5
Total $ 873.8 745.7
−Removed: Approximately 90% of our investments, as of December 31, 2021, are (i) in 50 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement, or (ii) investments by JLL Technologies in proptech funds and early to mid-stage proptech companies.
−Removed: The remaining 10% of our Investments, as of December 31, 2021, were attributable to investment vehicles that use our capital and outside capital generally provided by institutional investors to invest, primarily, in certain real estate ventures that own and operate real estate.
+Added: Approximately 90% of our investments, as of December 31, 2022, are (i) investments by JLL Technologies in early to mid-stage proptech companies as well as proptech funds, or (ii) direct investments in 55 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement.
+Added: The remaining 10% of our Investments, as of December 31, 2022, were attributable to investment vehicles that use our capital and outside capital primarily provided by institutional investors to invest, generally, in certain real estate ventures that own and operate real estate.
Of our investments attributable to investment vehicles, the majority was invested in LaSalle Investment Company II ("LIC II"), in which we held an effective ownership interest of 48.78 %.
−Removed: We have maximum potential unfunded commitments to direct investments or investment vehicles of $ 372.4 million as of December 31, 2021.
−Removed: Of this amount, while we remain contractually obligated, we do not expect a call on the $ 60.3 million relating to our investment in LIC II as its fund life terminated in January 2020.
+Added: We have maximum potential unfunded commitments to direct investments or investment vehicles of $ 336.3 million and $ 12.8 million as of December 31, 2022 for our LaSalle Investment Management business and JLL Technologies, respectively.
+Added: Of the $ 336.3 million related to LaSalle, while we remain contractually obligated, we do not expect a call on the $ 60.3 million relating to our investment in LIC II as its fund life terminated in January 2020.
We evaluate our less-than-wholly-owned investments to determine whether the underlying entities are classified as variable interest entities ("VIEs");
1 unchanged sentence
We had equity method investments, either directly or indirectly, of $ 116.0 million and $ 95.2 million as of December 31, 2022 and 2021, respectively, in entities classified as VIEs.
−Removed: We have determined that we are the primary beneficiary of certain VIEs and accordingly, we have consolidated such entities.
−Removed: The assets of the consolidated VIEs are available only for the settlement of the obligations of the respective entities and the mortgage loans of the consolidated VIEs are non-recourse to JLL.
+Added: In prior periods, we determined we were the primary beneficiary of certain VIEs and accordingly, we consolidated such entities.
+Added: In December of 2022, as a result of a reconsideration event, we concluded we were no longer the primary beneficiary of these VIEs and, therefore, no longer consolidate these VIEs.
Summarized financial information for our consolidated VIEs is presented in the following tables.
+Added: As a result of the reconsideration event described above, there are no consolidated VIE balances as of December 31, 2022 and net income is consolidated up to the reconsideration date.
(in millions) 2022 2021
12 unchanged sentences
Operating and other expenses ( 23.8 ) ( 14.9 ) ( 15.6 )
−Removed: Net gains on sale of investments (1)
−Removed: Net (loss) income $ ( 3.9 ) 20.4 ( 1.0 )
+Added: Net gain on sale of investments (1)
+Added: Net income (loss) $ 136.1 ( 3.9 ) 20.4
+Added: (1) The 2022 gain was included in Other income (expense) on the Consolidated Statements of Comprehensive Income.
$12.3 million of the 2020 gain was included in Equity earnings;
the remaining $9.8 million was included in Other income.
−Removed: We allocate the members' equity and net income of the consolidated VIEs to the noncontrolling interest holders as Noncontrolling interest on the Consolidated Balance Sheets and as Net income attributable to noncontrolling interest in the Consolidated Statements of Comprehensive Income, respectively.
+Added: We allocate the members' equity and net income (loss) of the consolidated VIEs to the noncontrolling interest holders as Noncontrolling interest on the Consolidated Balance Sheets and as Net income attributable to noncontrolling interest in the Consolidated Statements of Comprehensive Income, respectively.
The following tables summarize the combined financial information for certain of our unconsolidated investments accounted for under the equity method or at fair value.
12 unchanged sentences
Net income 576.6 1,850.7 241.5
−Removed: There were no significant other-than-temporary impairment charges on Investments for each of the years in the three-year period ended December 31, 2021.
+Added: During the year ended December 31, 2022, we recorded a $ 19.6 million other-than-temporary impairment charge related to an investment accounted for under the equity method.
+Added: This activity was included within Equity earnings on our Consolidated Statements of Comprehensive Income.
+Added: There were no other significant impairments in 2022.
+Added: In addition, there were no significant other-than-temporary impairment charges on Investments during 2021 or 2020.
We report a majority of our investments at fair value.
1 unchanged sentence
The table below shows the movement in our investments reported at fair value.
+Added: See Note 9, Fair Value Measurements, for further discussion of our investments reported at fair value.
Year Ended December 31,
8 unchanged sentences
$ 794.9 639.6 340.3
−Removed: See Note 9, Fair Value Measurements, for further discussion of our investments reported at fair value.
STOCK-BASED COMPENSATION
2 unchanged sentences
There were approximately 0.6 million shares available for grant under the SAIP as of December 31, 2022.
−Removed: We also have a stock-based compensation plan for our UK-based employees, the SAYE plan, that allows for the purchase of stock at a 15 % discount from the market price at the beginning of the plan's vesting periods.
+Added: We also have a stock-based compensation plan for our U.K.-based employees, the SAYE plan, that allows for the purchase of stock at a 15 % discount from the market price at the beginning of the plan's vesting periods.
While there have been no options granted under the SAYE plan since 2017, approximately 281 thousand shares remain available for grant as of December 31, 2022.
−Removed: Stock-based compensation expense, excluding expense related to HFF retention awards issued in conjunction with the HFF acquisition, is included within Compensation and benefits expense on the Consolidated Statements of Comprehensive Income.
−Removed: The expense related to HFF retention awards issued in conjunction with the HFF acquisition is included within Restructuring and acquisition charges.
+Added: Stock-based compensation expense, excluding expense related to retention awards issued in conjunction with acquisitions, is included within Compensation and benefits expense on the Consolidated Statements of Comprehensive Income.
+Added: The expense related to retention awards issued in conjunction with acquisitions is included within Restructuring and acquisition charges.
Stock-based compensation expense by award type is presented below.
3 unchanged sentences
Performance stock unit awards 26.8 42.4 5.5
−Removed: SAYE — 0.2 1.2
Total $ 75.3 80.1 47.5
23 unchanged sentences
As of December 31, 2022, we had $ 79.4 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate to be recognized over varying periods into 2026.
−Removed: $ 9.0 million relates to the awards issued in conjunction with the HFF acquisition in 2019.
Shares vested during the years ended December 31, 2022, 2021 and 2020, had grant date fair values of $ 84.3 million, $ 80.1 million, and $ 78.8 million, respectively.
Shares granted during the years ended December 31, 2022, 2021 and 2020 had grant date fair values of $ 95.8 million, $ 105.0 million and $ 56.2 million, respectively.
−Removed: During the year ended December 31, 2019, we granted 1,111.3 thousand shares of RSU awards to HFF employees in conjunction with the HFF acquisition.
RETIREMENT PLANS
34 unchanged sentences
Current $ 81.7 95.1 16.4
−Removed: Noncurrent — — 0.7
Deferred ( 5.8 ) 29.1 3.8
2 unchanged sentences
Current $ 29.2 34.6 12.5
−Removed: Noncurrent — — —
Deferred 2.1 11.8 0.2
5 unchanged sentences
Total $ 200.8 264.3 106.9
−Removed: Our income taxes in 2019 were impacted by tax legislation enacted in the United States in December 2017, commonly known as the Tax Cuts and Jobs Act ("the Act"), and by interpretive regulatory guidance afterward.
−Removed: The Act brought significant changes to the U.S.
−Removed: corporate income tax system, including a transition of U.S.
−Removed: international taxation from a worldwide tax system to a modified territorial tax system, including a "transition tax" payable over an eight year period for those foreign earnings not previously taxed in the U.S.
−Removed: In 2019, we recorded $4.3 million of adjustments to lower our prior provision, due to further regulatory interpretation and state income tax interpretation of the Act.
−Removed: With respect to the Base Erosion Anti-Abuse Tax and Global Intangible Low-Taxed Income Tax, we treat any associated income tax as a period cost such that we will record an expense provision for any year we are subject to the taxes.
−Removed: Accordingly, the estimated impact of these taxes was included in our provision for income taxes in 2021, 2020 and 2019.
+Added: Internal Revenue Code contains two code sections - the Base Erosion Anti-Abuse Tax and Global Intangible Low-Taxed Income Tax - for which we treat any associated income tax as a period cost and record an expense provision for any year we are subject to the taxes.
+Added: Accordingly, the estimated impacts of these taxes were included in our provision for income taxes in 2022, 2021 and 2020.
In 2022, 2021 and 2020, our current tax expense increased by $ 25.6 million, $ 52.4 million and $ 2.9 million, respectively, and our deferred tax expense reduced by a corresponding amount, due to the generation of net operating loss carryovers.
23 unchanged sentences
to be a very low tax rate jurisdiction.
−Removed: With respect to very low tax rate jurisdictions in which we operate, income from Hong Kong ( 16.5 %), Singapore ( 17 %), and Saudi Arabia ( 20 %) represent the most significant components of the international earnings line item in our effective tax rate reconciliation.
−Removed: In the aggregate, these very low rate jurisdictions contributed substantially all of the difference between the actual income tax provision for international earnings and the equivalent provision at the U.S.
+Added: With respect to very low tax rate jurisdictions in which we operate, income from Hong Kong ( 16.5 %), Singapore ( 17 %), and the United Kingdom ( 19 %) represent the most significant components of the international earnings line item in our effective tax rate reconciliation.
+Added: In the aggregate, these very low tax rate jurisdictions contributed a large proportion of the difference between the actual income tax provision for international earnings and the equivalent provision at the U.S.
federal and state statutory rate in 2022.
13 unchanged sentences
Pension liabilities 19.8 17.6
−Removed: Other 1.9 13.1
Deferred tax assets 737.1 708.6
14 unchanged sentences
state net operating loss ("NOL") carryovers with a tax effect of $ 21.2 million, which expire at various dates through 2042, and international NOL carryovers of $ 1,073.8 million, which generally do not have expiration dates.
−Removed: The change in deferred tax balances for NOL carryovers from 2020 to 2021 included increases from current year losses, acquired NOL carryovers and changes in the tax rates at which carryovers will be utilized;
−Removed: and decreases from current year estimated utilization.
+Added: The change in deferred tax balances for NOL carryovers from 2021 to 2022 included increases from current year losses and decreases from current year estimated utilization.
As of December 31, 2022, we believe it is more-likely-than-not the net deferred tax assets of $ 185.6 million will be realized based upon our estimates of future income and the consideration of net operating losses, earnings trends and tax planning strategies.
1 unchanged sentence
In 2022, we reduced valuation allowances by $ 20.1 million on some jurisdictions' net operating losses due to the utilization or expiration of those losses;
−Removed: and we increased valuation allowances by $ 66.7 million for other jurisdictions based upon circumstances that caused us to establish or continue to provide valuation allowances on current or prior year losses (including acquired NOL carryovers) in addition to those provided in prior years, and for capital loss carryovers incurred in 2021.
+Added: and we increased valuation allowances by $ 17.0 million for other jurisdictions based upon circumstances that caused us to establish or continue to provide valuation allowances on current or prior-year losses (including acquired NOL carryovers) in addition to those provided in prior years.
The balance of the movement in valuation allowances comparing December 31, 2022 to December 31, 2021 was attributable to the effect of changes in foreign currency exchange rates.
−Removed: As of December 31, 2021, our net current payable for income tax was $ 33.7 million, consisting of a current receivable of $ 187.3 million and current payable of $ 221.1 million, and our net noncurrent liability was $ 144.6 million, entirely a noncurrent payable.
−Removed: As of December 31, 2020, our net current receivable for income tax was $ 20.6 million, consisting of a current receivable of $ 221.5 million and a current payable of $ 200.9 million, and our net noncurrent liability was $ 163.6 million, entirely a noncurrent payable.
+Added: As of December 31, 2022, our net current receivable for income tax was $ 1.0 million, consisting of a current receivable of $ 215.2 million and current payable of $ 214.2 million, and our net noncurrent liability was $ 114.7 million, entirely a noncurrent payable.
+Added: As of December 31, 2021, our net current payable for income tax was $ 33.7 million, consisting of a current receivable of $ 187.3 million and a current payable of $ 221.1 million, and our net noncurrent liability was $ 144.6 million, entirely a noncurrent payable.
+Added: The current receivables, current payables, and noncurrent payables are included in Notes and other receivables, Accounts payable and accrued liabilities, and Other liabilities, respectively, on our Consolidated Balance Sheets.
We file income tax returns in the U.S.
(including 46 states, 25 cities, the District of Columbia and Puerto Rico), the United Kingdom (including England, Scotland and Wales), Australia, Germany, The People's Republic of China (including Hong Kong and Macau), France, Japan, Singapore, India, the Netherlands, Spain and 78 other countries.
−Removed: Generally, the Company's open tax years include those from 2017 to the present, although reviews of taxing authorities for more recent years have been completed or are in process in a number of jurisdictions.
−Removed: As of December 31, 2021, we were under examination in Germany, Poland, Russia, Turkey, Australia, China, India, Indonesia, Japan, Korea, Malaysia, the Philippines, Singapore and Thailand;
−Removed: in the U.S., we were under examination in the states of Colorado, Massachusetts, Minnesota, and in New York City.
+Added: Generally, our open tax years include those from 2018 to the present, although reviews of taxing authorities for more recent years have been completed or are in process in a number of jurisdictions.
+Added: As of December 31, 2022, we were under examination in Germany, Nigeria, Pakistan, Egypt, Portugal, Hungry, Hong Kong, Indonesia, Malaysia, Mexico, the Philippines, Singapore and Thailand.
+Added: In the U.S., we were under examination by the Internal Revenue Service for the Transition Tax reported in our 2018 federal income tax return;
+Added: as well as in the states of Arizona, Connecticut, Illinois, Massachusetts, Michigan, New York, and in New York City.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is presented in the following table.
2 unchanged sentences
Additions based on tax positions related to the current year 3.6 5.7
−Removed: Increase related to tax positions of prior years ( 1.7 ) ( 5.0 )
+Added: Decrease related to tax positions of prior years ( 5.6 ) ( 1.7 )
Settlements with taxing authorities ( 2.2 ) —
4 unchanged sentences
We do not believe we have material tax positions for which the ultimate deductibility is highly certain, but there is uncertainty about the timing of such deductibility.
−Removed: We recognize interest accrued and penalties, if any, related to income taxes as a component of income tax expense.
+Added: We recognize interest accrued and penalties, if any, in Provision for income taxes on our Consolidated Statements of Comprehensive Income.
During the years ended December 31, 2022, 2021 and 2020, the amount of interest expense and penalties was not material.
11 unchanged sentences
We estimated the fair value of our long-term debt, including its current portion, as $ 360.9 million and $ 687.2 million as of December 31, 2022 and 2021, respectively, using dealer quotes that are Level 2 inputs in the fair value hierarchy.
−Removed: The carrying value of our long-term debt includes the current portion of $ 274.7 million, net of $ 0.3 million debt issuance costs, as of December 31, 2021, and the long-term portion of $ 395.6 million and $ 702.0 million as of December 31, 2021 and 2020, respectively, which included debt issuance costs of $ 1.4 million and $ 2.5 million, respectively.
+Added: The carrying value of the short-term portion of our long-term debt as of December 31, 2021 was $ 274.7 million, net of $ 0.3 million of debt issuance costs.
+Added: We retired this debt during 2022.
+Added: The carrying value of the long-term portion was $ 372.8 million and $ 395.6 million as of December 31, 2022 and 2021, respectively, which included debt issuance costs of $ 1.2 million and $ 1.4 million, respectively.
+Added: See Note 10, Debt, for additional discussion of the redemption of our long-term debt.
Investments at Fair Value - Net Asset Value ("NAV")
−Removed: For the majority of our investments reported at fair value, we estimate the fair value using the NAV per share (or its equivalent) our investees provide.
+Added: We report a significant portion of our investments at fair value.
+Added: 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.
+Added: 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.
−Removed: In instances where the reported NAV per share did not fully incorporate the COVID-19 pandemic’s impact on the fair value of underlying investments, we recognized an adjustment to decrease the reported NAV.
−Removed: As of December 31, 2021, there were no such adjustments compared with adjustments of $22.8 million as of December 31, 2020.
−Removed: We did not consider any other 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.
+Added: We did not consider 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 December 31, 2022 and 2021, investments at fair value using NAV were $ 284.6 million and $ 251.6 million, respectively.
2 unchanged sentences
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.
+Added: For the comparative period, we have reclassified certain investments previously reported as NAV investments to Level 3 to conform with current presentation.
(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
14 unchanged sentences
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.
−Removed: The carrying value is generally deemed to approximate the fair value of these investments due to the proximity of the investment date to the balance sheet date as well as investee-level performance updates.
+Added: The carrying value was deemed to approximate fair value for the majority of these investments 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.
To the extent there are changes in fair value, a result of pricing in subsequent funding rounds or changes in business strategy, for example, we recognize such changes through Equity earnings.
48 unchanged sentences
Net change in fair value Foreign CTA (1)
−Removed: Purchases / Additions Settlements Level Transfers Out (2)
−Removed: Balance as of December 31, 2021
+Added: Purchases / Additions Settlements Transfers Out Balance as of December 31, 2022
Investments $ 303.5 62.1 ( 1.7 ) 99.3 — ( 11.2 ) $ 452.0
3 unchanged sentences
Net change in fair value Foreign CTA (1)
−Removed: Purchases / Additions Settlements Balance as of December 31, 2020
+Added: Purchases / Additions Settlements Transfers Out Balance as of December 31, 2021
Investments $ 59.3 125.0 0.2 120.9 — ( 1.9 ) $ 303.5
2 unchanged sentences
Currency translation adjustments
−Removed: (2) In May 2021, an investment previously classified as a Level 3 investment became publicly traded on the NYSE and was considered a Level 1 investment immediately.
Net change in fair value, included in the tables above, is reported in Net income as follows.
3 unchanged sentences
Investments Equity earnings
−Removed: Other current assets - Mortgage banking derivative assets Revenue before reimbursements
−Removed: Other current liabilities - Mortgage banking derivative liabilities Revenue before reimbursements
+Added: Other current assets - Mortgage banking derivative assets Revenue
+Added: Other current liabilities - Mortgage banking derivative liabilities Revenue
Non-Recurring Fair Value Measurements
2 unchanged sentences
Our determination of fair value primarily relies on Level 3 inputs.
−Removed: We did not recognize any significant investment-level impairment losses during the three-year period ended December 31, 2021.
−Removed: See Note 5, Investments, for additional information, including information related to impairment charges recorded at the investee level.
+Added: During the year ended December 31, 2022, we recognized an investment-level impairment charge on one investment accounted for under the equity method of accounting, as further described in Note 5, Investments.
+Added: We did not recognize any additional significant investment-level impairment losses during the three-year period ended December 31, 2022.
Debt is composed of the following obligations.
7 unchanged sentences
1,213.8 138.2
−Removed: Long-term senior notes, 4.4 %, face amount of $ 275.0 , due November 2022, net of debt issuance costs of $ — and $ 0.8
Long-term senior notes, 1.96 %, face amount of € 175.0 , due June 2027, net of debt issuance costs of $ 0.5 and $ 0.6
1 unchanged sentence
Total debt $ 1,750.8 956.4
−Removed: Credit Facility
−Removed: We have a $ 2.75 billion unsecured revolving credit facility (the "Facility") that matures on April 14, 2026.
−Removed: Pricing on the Facility ranges from LIBOR plus 0.875% to 1.35% , with pricing as of December 31, 2021, at LIBOR plus 0.88 %.
−Removed: In addition to outstanding borrowings under the Facility presented in the above table, we had outstanding letters of credit under the Facility of $ 0.7 million as of both December 31, 2021 and 2020.
−Removed: The following table provides additional information on our Facility.
+Added: Credit Facilities
+Added: On June 16, 2022, we executed Amendment No.
+Added: 3 ("Amendment No.
+Added: 3") to the Second Amended and Restated Multicurrency Credit Agreement dated as of June 21, 2016 (as amended, the "Credit Agreement") with a syndicate of lenders.
+Added: The features of the Credit Agreement, as amended, provide for (i) Greenhouse Gas Emissions KPI to align with the World Green Building Council ("WGBC") Commitment to reach net zero by 2030 and (ii) incorporates the Adjusted Term Secured Overnight Financing Rate ("SOFR") successor rates for USD and other currency borrowings.
+Added: On August 31, 2022, we executed Amendment No.
+Added: 4 ("Amendment No.
+Added: 4") to the Credit Agreement which increased the borrowing capacity from $ 2.75 billion to $ 3.35 billion.
+Added: The maturity date of April 14, 2026 and covenants were unchanged by the amendments.
+Added: Pricing on the unsecured revolving credit facility (the "Facility") ranges from Adjusted Term SOFR plus 0.875% to 1.35% , with pricing as of December 31, 2022 at Adjusted Term SOFR plus 0.99 %.
+Added: In addition to outstanding borrowings under the Facility presented in the above table, we had outstanding letters of credit under the Facility of $ 0.4 million and $ 0.7 million and as of December 31, 2022 and December 31, 2021, respectively.
+Added: In November 2022, we entered into an uncommitted credit agreement (the "Uncommitted Facility"), which allows for discretionary short-term liquidity of up to $ 400.0 million.
+Added: Interest and fees are set at the time of utilization and calculated on a 360-day basis.
+Added: Between quarter-end dates, we intend to use the proceeds to reduce indebtedness under the Facility at a lower interest rate.
+Added: As such, the Uncommitted Facility has no outstanding balance as of December 31, 2022.
+Added: The following table provides additional information on our Facility and Uncommitted Facility, collectively.
Year Ended December 31,
($ in millions) 2022 2021
−Removed: Average outstanding borrowings under the Facility $ 432.0 865.1
−Removed: Average effective interest rate on the Facility 0.9 % 1.6 %
+Added: Average outstanding borrowings $ 1,399.1 432.0
+Added: Average effective interest rate 2.9 % 0.9 %
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
−Removed: In addition to our Facility, we have the capacity to borrow up to an additional $ 55.5 million under local overdraft facilities.
+Added: In addition to our credit facilities, we have the capacity to borrow up to an additional $ 52.3 million under local overdraft facilities.
Amounts outstanding are presented in the debt table above.
−Removed: As of December 31, 2021, our senior notes due November 2022 were classified as a current liability as the maturity was within one year.
+Added: During 2022 we redeemed all of our outstanding 4.4 % Senior Notes due November 2022 (the "Notes").
+Added: The aggregate outstanding principal amount of the Notes was $ 275.0 million.
+Added: The redemption price for the Notes was equal to 100% of the principal amount of the Notes redeemed, plus accrued and unpaid interest.
As of December 31, 2022, our issuer and senior unsecured ratings were investment grade:
9 unchanged sentences
$ 215.7 700.0 516.9 700.0
−Removed: LIBOR plus 1.30% , expires September 16, 2022 (2)
+Added: SOFR plus 1.30% , expires September 15, 2023 (2)
132.3 1,200.0 74.7 1,200.0
−Removed: LIBOR plus 1.30% , expires August 27, 2022 (3)
+Added: LIBOR plus 1.30% , expired August 27, 2022
— — 192.8 300.0
−Removed: LIBOR plus 1.60% , expires July 30, 2022 (4)
+Added: SOFR plus 1.40% , expires July 28, 2023 (3)
+Added: 9.0 400.0 — 400.0
Fannie Mae ASAP (4) program, SOFR plus 1.25%
99.2 n/a 12.5 n/a
−Removed: LIBOR plus 1.50%
−Removed: — — 261.6 300.0
Gross warehouse facilities 456.2 2,300.0 796.9 2,600.0
1 unchanged sentence
Total warehouse facilities $ 455.3 2,300.0 795.7 2,600.0
−Removed: (1) In 2021, JLL extended the Warehouse facility with an increase to the maximum capacity;
−Removed: previously, the facility had a maturity date of September 20, 2021 and a maximum capacity of $400.0 million.
−Removed: JLL amended the interest rate to Bloomberg Short-Term Bank Yield Index rate ("BSBY") plus 1.30%;
−Removed: previously, the facility had an interest rate of LIBOR plus 1.40%.
−Removed: (2) In 2021, JLL extended the Warehouse facility with a decrease to the interest rate;
−Removed: previously, the facility had a maturity date of September 18, 2021 and interest rate of LIBOR plus 1.40%.
−Removed: The temporary maximum capacity increase to $1,600.0 million in the fourth quarter of 2020 expired on January 31, 2021 and the temporary maximum increase to $2,000.0 million in the third quarter of 2021 expired on December 31, 2021;
−Removed: thereafter, the maximum capacity reverted to its original contractual amount.
−Removed: (3) In 2021, JLL extended the Warehouse facility with a decrease to the interest rate and increase to the maximum capacity;
−Removed: previously, the facility had a maturity date of August 27, 2021 and interest rate of LIBOR plus 1.40%.
−Removed: The temporary maximum capacity of $900.0 million expired on January 6, 2021.
−Removed: (4) In 2021, JLL added a new secured borrowing for $400.0 million under a master repurchase agreement that is scheduled to expire on July 30, 2022.
−Removed: Advances are made at 100% of the loan balance and borrowings are secured by the related warehouse receivables and bear interest at LIBOR plus 1.60%.
+Added: (1) In 2022, JLL extended the Warehouse facility;
+Added: previously, the facility had a maturity date of September 19, 2022.
+Added: (2) In 2022, JLL extended the Warehouse facility and amended the interest rate;
+Added: previously, the facility had a maturity date of September 16, 2022 and an interest rate of LIBOR plus 1.30%.
+Added: (3) In 2022, JLL extended the Warehouse facility and amended the interest rate;
+Added: previously the facility had a maturity date of July 30, 2022 and an interest rate of LIBOR plus 1.60%.
(4) As Soon As Pooled ("ASAP") funding program.
−Removed: (6) JLL amended the Fannie Mae ASAP program interest rate to Secured Overnight Financing Rate ("SOFR") plus 1.25%;
−Removed: previously, the facility had an interest rate of LIBOR plus 1.15%.
We have lines of credit established for the sole purpose of funding our Warehouse receivables.
26 unchanged sentences
The outstanding balance of loans to employees are presented in the following table.
−Removed: Such amounts are included in Notes and other receivables and Long-term receivables on our Consolidated Balance Sheets.
(in millions) 2022 2021
3 unchanged sentences
(1) These nonrecourse loans have been made to allow employees the ability to participate in investment fund opportunities.
+Added: Such amounts are included in Investments on our Consolidated Balance Sheets.
(2) Consists primarily of commissions and other compensation advances to employees that are amortized to Compensation and benefits based on performance over required service periods.
+Added: Such amounts are included in Notes and other receivables and Long-term receivables on our Consolidated Balance Sheets.
The Company does not extend credit or provide personal loans to any director or executive officer of JLL.
7 unchanged sentences
We contract third-party insurance companies to provide coverage of risk in excess of this amount.
−Removed: 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 the Consolidated Balance Sheets when probable and estimable.
+Added: 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.
−Removed: In total, these receivables were $ 22.5 million and $ 44.0 million as of December 31, 2021 and 2020, respectively, and are included in Notes and other receivables and Long-term receivables on the Consolidated Balance Sheets.
+Added: In total, these receivables were $ 22.5 million as of both December 31, 2022 and 2021 and are included in Notes and other receivables on our Consolidated Balance Sheets.
The following table shows the professional indemnity accrual activity and related payments.
22 unchanged sentences
Restructuring and acquisition charges include cash and non-cash expenses.
−Removed: Cash-based charges primarily consist of (1) 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, (2) acquisition, transaction and integration-related charges, and (3) other restructuring including lease exit charges.
−Removed: Non-cash charges include (1) stock-based compensation expense for retention awards issued in conjunction with the HFF, Inc.
−Removed: ("HFF") acquisition and (2) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity.
−Removed: Restructuring and acquisition charges are presented in table below.
+Added: 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.
+Added: Non-cash charges include (i) stock-based compensation expense for retention awards issued in conjunction with the HFF, Inc.
+Added: ("HFF") acquisition and (ii) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity.
+Added: Restructuring and acquisition charges are presented in the table below.
Year Ended December 31,
5 unchanged sentences
Restructuring and acquisition charges $ 104.8 84.7 142.4
−Removed: Portion of total restructuring & acquisition charges related to the acquisition and integration of HFF $ 40.0 75.9 115.1
−Removed: Charges associated with the acquisition and integration of HFF primarily included transaction/deal costs, expenses associated with retention and severance, and other integration expenses, such as early lease termination costs.
−Removed: The following tables show the accrual activity and payments relating to cash-based Restructuring and acquisition charges.
−Removed: (in millions) Severance & Employment-Related Lease
−Removed: Exit Other Restructuring and
−Removed: December 31, 2018 $ 14.0 0.6 0.5 $ 15.1
−Removed: Accruals 31.1 11.1 85.8 128.0
−Removed: Payments made ( 20.8 ) ( 3.3 ) ( 82.5 ) ( 106.6 )
−Removed: December 31, 2019 24.3 8.4 3.8 36.5
−Removed: Accruals 69.0 25.0 26.5 120.5
−Removed: Payments made ( 52.0 ) ( 30.9 ) ( 29.1 ) ( 112.0 )
−Removed: December 31, 2020 41.3 2.5 1.2 45.0
−Removed: Accruals 14.3 11.6 38.4 64.3
−Removed: Payments made ( 34.7 ) ( 13.2 ) ( 31.6 ) ( 79.5 )
−Removed: December 31, 2021 $ 20.9 0.9 8.0 $ 29.8
−Removed: We expect the majority of accrued severance and employment-related charges and other accrued acquisition costs as of December 31, 2021 will be paid during the next twelve months.
−Removed: Lease exit payments depend on the terms of various leases, which extend as far out as 2026.
+Added: 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 December 31, 2022 will be paid during the next twelve months.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
4 unchanged sentences
Amounts reclassified from AOCI after tax expense of $0.7, $- and $0.7 3.2 — 3.2
−Removed: Other comprehensive income after tax benefit of $3.2, $- and $3.2 ( 9.2 ) 59.8 50.6
+Added: Other comprehensive income after tax expense of $7.6, $- and $7.6 38.5 ( 56.7 ) ( 18.2 )
Balance as of December 31, 2021 ( 42.7 ) ( 352.7 ) ( 395.4 )
1 unchanged sentence
Amounts reclassified from AOCI after tax expense of $0.4, $- and $0.4 1.7 — 1.7
−Removed: Other comprehensive income after tax expense of $7.6, $- and $7.6 38.5 ( 56.7 ) ( 18.2 )
+Added: Other comprehensive income after tax benefit of $6.1, $- and $6.1 ( 21.5 ) ( 231.3 ) ( 252.8 )
Balance as of December 31, 2022 $ ( 64.2 ) ( 584.0 ) $ ( 648.2 )
2 unchanged sentences
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.