What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-02-27 compared with 2023-02-28 · 111 added, 66 removed, 265 unchanged (40% of the section changed)

13 unchanged sentences

We do not present the risks below in their order of significance, the relative likelihood we will experience a loss, or the magnitude of any such loss.

Certain of these risks also may give rise to business opportunities for us, but our discussion of risk factors in Item 1A is limited to the adverse effects the risks may have on our business.

Certain risks also may give rise to business opportunities for us, but our discussion of risk factors in Item 1A is limited to the adverse effects the risks may have on our business.

Operational Risk Factors

1 unchanged sentence

It includes information management and data protection and security, including cyber security;

supply chain and business disruption, including health and safety;

supply chain and business disruption;

health and safety;

and other risks, including human resources and reputation.

4 unchanged sentences

Any global change is a complex undertaking as we are required to comply with the numerous and often contradictory local regulatory environments while achieving the objective of the change.

External factors such as sustainability, hybrid working and technology disruption may change our industry and business in ways that we have not yet anticipated.

Insufficient proactive and reactive organizational agility to industry trends may negatively impact our operational results and cause loss of market share and negatively impact the differentiated services we provide as compared to our competitors.

Lack of responsiveness in a timely fashion could result in negative financial impact and reputational damage.

WE MAY NOT BE ABLE TO RETAIN OUR SENIOR MANAGEMENT, ATTRACT AND RETAIN QUALIFIED AND EXPERIENCED EMPLOYEES, AND DELIVER ON OUR DIVERSITY, EQUITY AND INCLUSION STRATEGY.

WE MAY NOT BE ABLE TO RETAIN OUR SENIOR MANAGEMENT, MAINTAIN OUR WORKFORCE CULTURE, ATTRACT, RETAIN AND DEVELOP QUALIFIED AND EXPERIENCED EMPLOYEES, AND DELIVER ON OUR DIVERSITY, EQUITY AND INCLUSION STRATEGY.

We depend, in large part, on the members of our senior management team who possess extensive knowledge and a deep understanding of our business and strategy, as well as the colleagues who are critical to developing and retaining client relationships.

Our success depends on the continued availability of skilled personnel with industry experience and knowledge, and our ability to recruit, attract and retain senior management and other key employees, including through the implementation of diversity, equity and inclusion initiatives, and the succession of senior management.

We are working to advance culture change through the continued implementation of diversity, equity and inclusion (“DEI”) initiatives throughout our organization.

If we do not (or are perceived not to) successfully implement these initiatives, our ability to recruit, attract and retain talent may be adversely impacted and shifts in perspective and expectations about social issues and priorities surrounding DEI may occur at a faster pace than we our capable of managing effectively.

The possibility that we are unable to identify, attract and retain sufficient talent in key positions, may prevent us from achieving our strategic vision, disrupt our business, impact revenues, increase costs, damage staff morale, and affect the quality and continuity of client service.

A lack of ready-now or future successors for key roles also may negatively impact our business in a variety of ways.

Our success depends on the continued availability of skilled personnel with industry experience and

Table of Conte nts

knowledge, and our ability to recruit, attract and retain senior management and other key employees.

There is a further risk of losing talent (and intellectual property and client contacts) to competitors, particularly in the context of increased use of social media networks and transparency of employment information.

There is also the risk of losing top producers who provide meaningful margin contribution.

These risks increase as we continue to grow as an organization and increase the number of staff, which has expanded significantly over the past decade.

We and our competitors use equity incentives and bonuses to help attract, retain and incentivize key personnel.

As competition is significant for the services of such personnel, the expense of incentives and bonuses may increase and we may be unable to attract or retain such personnel to the same extent we have in the past.

The challenge to find and retain sufficiently trained staff is world-wide and, as a result, increases the risk of performance for clients.

In the current competitive labor market, labor and recruitment costs are rising and are expected to increase further.

Corporate payrolls are likely to increase as greater competition for labor and social pressure to raise salaries in line with productivity growth cause even greater wage inflation.

As competition is significant for the services of such personnel, corporate payroll, incentives and bonuses may increase and we may be unable to attract or retain such personnel to the same extent we have in the past.

Regional and national labor policies are difficult to predict and the indirect implications of changes to them are difficult to assess.

The possibility that we are unable to identify, attract, develop and retain sufficient talent in key positions, and maintain a strong pipeline of ready-now successors for important management roles, may prevent us from achieving our strategic vision, disrupt our business, impact revenues, increase costs, damage staff morale, and affect the quality and continuity of client service.

In addition, as technology and market demands shift, there is a risk our employees’ skills may become outdated.

If we fail to upskill or reskill our workforce with necessary future skills this will reduce our competitiveness and efficiency.

We are working to advance culture change through the continued implementation of diversity, equity and inclusion (“DEI”) initiatives throughout our organization.

If our organizational values and expectations are not clearly defined and championed by our leadership, this can lead to a lack of employee engagement, which reduces productivity and can result in costly turnover.

Shifts in perspectives and expectations about social issues and priorities surrounding DEI may occur at a faster pace than we our capable of managing effectively.

If we do not (or are perceived to not) successfully implement these initiatives, our ability to recruit, attract, develop and retain talent, and our ability to win and retain clients and grow revenues, may be adversely impacted and also lead to reputational damage.

OUR RELIANCE ON THIRD PARTIES COULD EXPOSE US TO INCREASED ECONOMIC AND REPUTATIONAL HARM.

We rely on third parties, and in some cases subcontractors, to perform activities on behalf of our organization to improve quality, increase efficiencies, reduce costs and lower operational risks across our business and support functions.

We continue to use a Vendor Code of Conduct, which is published in multiple languages on our website, intended to communicate to our vendors the standards of conduct we expect them to uphold.

We continue to use a Vendor Code of Conduct, which is published in multiple languages on our website, to communicate to our vendors the standards of conduct we expect them to uphold.

Our contracts with vendors also generally impose a contractual obligation to comply with our Vendor Code.

1 unchanged sentence

If our third parties do not have the proper safeguards and controls in place, or if appropriate oversight cannot be provided, or if they fail to comply with service level agreements or regulatory or legal requirements in a high quality and timely manner, we could be exposed to increased operational, regulatory, financial or reputational risks.

In addition, these third parties face their own technology, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or company information, could cause damage to our reputation and harm to our business.

In addition, these third parties face their own technology, cybersecurity, operating, business and economic risks, and any significant failures by them, including the improper use or disclosure of our confidential client, employee or company information, could cause damage to our reputation and harm to our business.

OUR HEALTH, SAFETY, SECURITY AND ENVIRONMENT PROGRAM, POLICIES, AND PROCEDURES (INCLUDING THOSE OF OUR CONTRACTORS AND SUBCONTRACTORS) MAY NOT BE ADEQUATE.

5 unchanged sentences

Additional efforts are necessary to ensure our vendors are aware of our high health and safety expectations and consistently comply with our policies and procedures.

Table of Conte nts

WE FACE BUSINESS DISRUPTION AND RELATED RISKS RESULTING FROM HEALTH EPIDEMICS, INCLUDING THE COVID-19 PANDEMIC.

1 unchanged sentence

Such instances can adversely affect the volume of business transactions, real estate markets and the cost of operating real estate or providing real estate services.

At present, efforts to contain and mitigate the COVID-19 pandemic are still occurring in many countries where we operate.

For example, during 2022, China had various COVID-19 related restrictions in place.

New COVID-19 variants could continue to emerge which may result in continued significant spikes in the number of local, regional, and global cases, and uncertainties as to mitigations that local, state, and federal governments will impose, including closures, travel restrictions, vaccine and testing mandates, among other requirements.

DISRUPTIONS IN COMPUTER SYSTEMS, OR PRIVACY BREACHES OR CYBERSECURITY ISSUES, COULD IMPACT OUR ABILITY TO SERVICE OUR CUSTOMERS AND ADVERSELY AFFECT OUR BUSINESS, DAMAGE OUR REPUTATION AND EXPOSE US TO FINANCIAL RISK.

DISRUPTIONS IN COMPUTER SYSTEMS, PRIVACY BREACHES OR CYBERSECURITY ISSUES, OR FAILURES TO EXECUTE OUR ENTERPRISE-WIDE DATA STRATEGY, COULD IMPACT OUR ABILITY TO SERVICE OUR CUSTOMERS AND ADVERSELY AFFECT OUR BUSINESS, DAMAGE OUR REPUTATION AND EXPOSE US TO FINANCIAL RISK.

Our business is highly dependent on our ability to collect, use, store and manage organizational and client data.

If any of our information and data management systems do not operate properly or are disabled, we could suffer a disruption of our businesses, liability to clients, loss of client or other sensitive data, loss of employee data, regulatory intervention, breach of confidentiality or other contract provisions, or reputational damage.

If any of our significant information and data management systems do not operate properly or are disabled, we could suffer a disruption of our businesses, liability to clients, loss of client or other sensitive data, loss of employee data, regulatory intervention, breach of confidentiality or other contract provisions, or reputational damage.

These systems may fail to operate properly or become disabled as a result of events wholly or partially beyond our control, including disruptions of electrical or communications services, as well as disruptions caused by natural disasters, political instability, terrorist attacks, sabotage, computer viruses, deliberate attempts to disrupt our computer systems through "hacking," "phishing," or other forms of both deliberate or unintentional cyber-attack, or our inability to occupy one or more of our office locations.

As we outsource significant portions of our information technology functions to third-party providers, such as cloud computing, we bear the risk of having somewhat less direct control over the manner and quality of performance.

Cyber threats are proliferating and advancing their ability to identify and exploit vulnerabilities, requiring continuous evaluation and improvements to our security architecture and cyber defenses.

As we outsource significant portions of our information technology functions, such as cloud computing, to third-party providers, we bear the risk of having less direct control over the manner and quality of performance.

Our enterprise data governance is responsible for identifying, defining and providing direction and oversight of significant data related business needs.

Failure to effectively execute our enterprise-wide data strategy may lead to a loss of sensitive or critical data, costly remediation of data-related issues and possible regulatory or contractual penalties.

Cyber threats are proliferating and advancing the ability to identify and exploit vulnerabilities, requiring continuous evaluation and improvements to our security architecture and cyber defenses.

The risk of cyber threats also extends to suppliers and vendors we engage on a principal basis to perform various services.

We also face increased cybersecurity risk as we deploy additional mobile and cloud technologies.

Because we service clients across multiple industry verticals - many of which are higher-profile cyber targets themselves - including financial services, technology, government institutions, healthcare and life sciences, this also may increase the risk that we are subject to cyber-attack incidents.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies amplify these risks.

We are continuously hardening our infrastructure built on these technologies, monitoring for threats, and evaluating our capability to respond to any incidents to minimize any impact to our systems, data, or business operations.

However, we cannot ensure that these measures will be successful in preventing any cyber-attacks.

We have experienced various types of cyber-attack incidents which to-date have been contained and not material to us.

As the result of such incidents, we continue to implement new controls, governance, technical protections and other procedures.

We may incur substantial costs and suffer other negative consequences such as liability, reputational harm and significant remediation costs and experience material harm to our business and financial results if we, or vendors or suppliers we engage on behalf of our clients, fall victim to other successful cyber-attacks.

We maintain a cyber risk insurance policy, but the costs related to cybersecurity threats or disruptions may not be fully insured.

We may incur substantial costs and suffer other negative consequences such as liability for damages, reputational harm and significant remediation costs and experience material harm to our business and financial results if we, or vendors or suppliers we engage on behalf of our clients, fall victim to other successful cyber-attacks.

In addition, we collect personally identifiable information ("PII") and other data as part of our business processes and activities.

3 unchanged sentences

Any inability, or perceived inability, to adequately address data privacy and data protection concerns, even if unfounded, or comply with applicable laws, regulations, policies, industry standards, contractual obligations, or other legal obligations (including at newly acquired companies) could result in additional cost and liability to us or company officials, damage our reputation, inhibit sales, and otherwise adversely affect our business.

Table of Conte nts

CONCENTRATIONS OF BUSINESS WITH CORPORATE AND INVESTOR CLIENTS CAUSE INCREASED CREDIT RISK AND GREATER IMPACT FROM THE LOSS OF CERTAIN CLIENTS AND INCREASED RISKS FROM HIGHER LIMITATIONS OF LIABILITY IN CONTRACTS.

24 unchanged sentences

Regardless of the ultimate merits of these claims, the allegations themselves can cause reputational damage and can be expensive to defend in terms of counsel fees and otherwise.

Table of Conte nts

IMPACT OF HYBRID WORK AND LOWER OFFICE REAL ESTATE OCCUPANCY RATES COULD ADVERSELY AFFECT OUR BUSINESS.

Our business may be materially affected by the growing trend of hybrid work arrangements and lower office real estate occupancy rates, particularly in certain geographies.

The adoption of hybrid work, where employees split their time between working remotely and working from the office, has gained significant momentum due to advancements in technology, changing employee preferences, and the COVID-19 pandemic.

As companies transition to hybrid work models, the demand for traditional office spaces may decrease.

Over time, this could lead to lower utilization of our Work Dynamics services, including integrated facilities management, space planning, office design, and workplace strategy consulting.

We must adapt our offerings to include services aligned with the needs of clients adopting hybrid work, such as designing flexible workspaces and integrating virtual collaboration tools.

Decreased demand for office spaces also could result in lower transaction volumes for property sales, acquisitions, and financing.

This may lead to a decline in revenues generated from facilitating property transactions.

The reduced investor interest in traditional office assets may limit the availability of capital for commercial real estate investments, affecting our ability to close deals and generate fees.

Reduced demand for leasing commercial properties due to hybrid work arrangements also could affect our ability to secure lease agreements and generate rental income for our clients.

This may result in declining revenues from property management and brokerage services.

Lower office occupancy rates and concerns about the long-term viability of traditional office spaces may affect market sentiment and property valuations, reducing liquidity and making it more challenging to execute property transactions.

Decreased demand for traditional office spaces also could affect the performance of office-focused real estate investment portfolios managed by LaSalle.

Lower occupancy rates may result in decreased rental income, impacting property valuations and investment returns.

Additionally, the shift in investor preferences towards alternative property types may affect capital flows into funds with significant allocations to office.

The trend of hybrid work and lower office real estate occupancy rates may have material impacts on our business segments.

We must adapt our strategies, offerings and portfolio management approaches to stay ahead of market trends, identify emerging opportunities, and mitigate risks associated with the changing dynamics of the office real estate landscape.

Strategic Risk Factors

4 unchanged sentences

and other risks, including the demand for our services, competitive threats, technology and innovation, and public policy.

WE MAY NOT ADEQUATELY ADAPT TO DISRUPTIVE TECHNOLOGIES, INNOVATION AND COMPETITION.

Mobile technologies and online collaboration tools are transforming how business gets done.

Information technology has entered a “big data” era.

Within the real estate services industry, managing big data is a critical competitive differentiator and we risk being surpassed if our peers leverage big data more effectively.

If we are unable to provide services that address clients’ needs as well as compete with our competitors’ services, or to align our pricing, licensing and delivery models with client preferences, we could lose clients and/or fail to attract new clients, which could cause us to lose revenue and market share.

WE MAY NOT ADEQUATELY ADAPT TO DISRUPTIVE TECHNOLOGIES, INNOVATION AND COMPETITION, INCLUDING ARTIFICIAL INTELLIGENCE TECHNOLOGY.

Artificial intelligence (“AI”), including generative AI, mobile technologies and online collaboration tools, is revolutionizing business operations.

As the industry transitions into a “big data” era, effectively managing big data and harnessing AI tools are critical for maintaining a competitive edge in real estate services.

Failure to adapt and leverage these technologies effectively could result in loss of market share and revenues, particularly if we are unable to meet client needs or align our offerings with industry standards and client preferences.

Furthermore, navigating evolving legal and regulatory requirements related to AI may require significant resources to help ensure compliance with both U.S.

Our business relies on AI technology, which introduces certain risks including dependency on accurate AI performance, potential data privacy and security breaches, challenges in regulatory compliance, ethical considerations, potential workforce disruption, the risk of intellectual property infringement, and emerging technology risks.

While we have established policies governing the use of AI technology, and we safeguard our assets, including intellectual property and sensitive information, we cannot ensure that our employees, contractors or other agents would adhere to those policies.

Failure to address these risks adequately may negatively impact our operations, reputation and financial performance.

Additionally, other unforeseen risks stemming from our use and development of AI tools and technology may arise in the future that could adversely affect our business, financial condition and results of operations.

Table of Conte nts

IF WE FAIL TO PROTECT OUR INTELLECTUAL PROPERTY ADEQUATELY OR INFRINGE UPON THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, OUR BUSINESS COULD BE MATERIALLY IMPACTED.

8 unchanged sentences

These claims may harm our reputation, cost us money and prevent us from offering some services.

POLITICAL AND ECONOMIC INSTABILITY COULD ADVERSELY AFFECT OUR BUSINESS.

Global events could affect our business.

These include the possibility of protectionist economic policies of the United States or foreign governments, the escalation of terrorist attacks and their increasing unpredictability, health epidemics and changing immigration policies of the United States or foreign governments.

GEOPOLITICAL VOLATILITY COULD ADVERSELY AFFECT OUR BUSINESS.

We provide services in over 80 countries with varying degrees of political and economic stability and transparency.

For example, certain emerging as well as mature countries in which we operate have experienced serious political and economic instability, such as the current geopolitical conflict involving Russia and Ukraine, that will likely continue to arise from time to time.

For example, certain emerging as well as mature countries in which we operate have experienced serious political and economic instability.

Geopolitical volatility, including events such as the Russia-Ukraine conflict and the conflict in Israel and Gaza, introduces risks that could have a material adverse effect on our operations, financial performance, and the overall global economy.

These risks may include, but are not limited to, political instability, armed conflicts, territorial disputes, terrorism, civil unrest, trade tensions, sanctions, and changes in government policies or regulations including immigration policies.

Such geopolitical events can disrupt supply chains, hamper market stability, create economic uncertainties, and negatively affect consumer confidence.

Additionally, fluctuations in currency exchange rates and international trade restrictions in the form of embargoes or sanctions may further compound the impact of geopolitical volatility on our business.

Failure to effectively manage and mitigate these risks could result in increased operational costs, reduced demand for our products/services, difficulty accessing markets, disruptions to our operations, or damage to our reputation and financial performance.

In recent years there have been significant political changes in several countries where we have significant operations, resulting in changes to financial, tax, tariffs, healthcare, governance, immigration and other laws that may directly affect our business and continue to evolve.

Our clients may be hesitant to enter into certain real estate transactions due to geopolitical uncertainty and volatility which may result in lengthening sales cycles.

REAL ESTATE SERVICES AND INVESTMENT MANAGEMENT MARKETS ARE HIGHLY COMPETITIVE, WHICH COULD MAKE IT DIFFICULT FOR US TO MAINTAIN OUR MARKET SHARE, GROWTH RATE AND PROFITABILITY.

We face significant competition from other real estate service providers, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms, technology firms, consulting firms, co-locating providers, temporary space providers and firms providing outsourcing of various types (including technology and building products), any of which may be a global, regional or local firm, and from firms that self-perform their real estate services with in-house capabilities.

Table of Conte nts

Many of our competitors are local or regional firms, which may be substantially smaller in size than us but hold a larger share of a specific local market.

1 unchanged sentence

Some may be providing outsourced facility management services to sell clients products that we do not offer.

In some sectors of our business, particularly Work Dynamics, some of our competitors may have greater financial, technical and marketing resources, larger customer bases, and more established relationships with their customers and suppliers than we have.

In some sectors of our business, some of our competitors may have greater financial, technical and marketing resources, larger customer bases, and more established relationships with their customers and suppliers than we have.

Larger or better-capitalized competitors in those sectors may be able to respond faster to the need for technological change, price their services more aggressively, compete more effectively for skilled professionals, finance acquisitions more easily, develop innovative products more effectively, and generally compete more aggressively for market share.

10 unchanged sentences

In this competitive market, if we are unable to maintain these relationships or are otherwise unable to retain existing clients and develop new clients, our business, results of operations and/or financial condition may be materially adversely affected.

Weaknesses in the markets in which they themselves compete may lead to additional pricing pressure from clients as they themselves came under financial pressure.

Weaknesses in the markets in which they themselves compete may lead to additional pricing pressure from clients as they themselves come under financial pressure.

THE SEASONALITY IN PARTS OF OUR BUSINESS EXPOSES US TO RISKS.

6 unchanged sentences

Growth in our property management and integrated facilities management businesses and other services related to the growth of outsourcing of corporate real estate services has, to an extent, lessened the seasonality in our revenue and profits during the past several years.

Table of Conte nts

WE ARE SUBJECT TO RISKS INHERENT IN MAKING ACQUISITIONS AND ENTERING INTO JOINT VENTURES.

3 unchanged sentences

The integration of companies is a complex and time-consuming process that could significantly disrupt the businesses of JLL and the acquired company such as:

diversion of management attention, failure to identify certain liabilities and issues during the due diligence process, and the inability to retain personnel and clients of the acquired business.

diversion of management attention, failure to identify certain liabilities and issues during the due diligence process, including historical instances of misconduct, and the inability to retain personnel and clients of the acquired business.

To a much lesser degree, we have occasionally entered into joint ventures to conduct certain businesses or enter new geographies, and we will consider doing so in appropriate situations in the future.

3 unchanged sentences

WE ARE SUBJECT TO RISKS INHERENT TO INVESTMENT (INCLUDING CO-INVESTMENT) AND REAL ESTATE INVESTMENT BANKING ACTIVITIES.

An important part of our business strategy includes investing in (i) real estate, both individually and along with our investment management clients, and (ii) proptech funds and early-stage proptech companies.

As of December 31, 2023, we have unfunded commitment obligations of up to $354.6 million to fund future investments across our investment strategies.

To remain competitive with well-capitalized financial services firms, we also may make merchant banking investments for which we may use our capital to acquire properties before the related investment management funds have been established or investment commitments have been received from third-party clients.

To remain competitive with well-capitalized financial services firms, we may also use our capital to acquire properties before the related investment management funds have been established or investment commitments have been received from third-party clients.

Certain service lines we operate have the acquisition, development, management and sale of real estate and proptech investments as part of their strategy.

Investing in any of these types of situations exposes us to several risks:

Investing for the above reasons poses the following risks:

• We may lose some or all the capital we invest if the investments underperform.

1 unchanged sentence

◦ For proptech investments, the concepts and strategic plans underpinning the value of the fund or entity may not be realized or could be poorly executed.

In addition, the fund or entity may be negatively impacted by risks they are exposed to (some of which we are also exposed to and are discussed elsewhere in this Item).

In addition, the fund or entity may be negatively impacted by risks to which they are exposed (some of which we are also exposed to and are discussed elsewhere in this Item).

• We will have fluctuations in earnings and cash flow as we recognize gains or losses, and receive cash upon the disposition of investments, the timing of which may be geared toward the benefit of our clients.

6 unchanged sentences

Sponsoring funds into which retail investors can invest, such as the investment funds sponsored by LaSalle, may increase this risk.

Table of Conte nts

Legal, Compliance and Regulatory Risk Factors

4 unchanged sentences

We may not be successful in complying with regulations in all situations and could, therefore, be subject to regulatory actions and fines for non-compliance.

Our employees or suppliers may directly or indirectly engage in unethical, illegal or non-complaint practices related to bribery, corruption, money laundering, fraud, international sanctions, modern slavery, violations of applicable data privacy laws, or other acts that constitute a breach of our Code of Ethics.

Failure to adequately prevent, monitor, and detect such behavior could leave to significant reputational damage, regulatory consequences, and adversely impact our operations, profitability and enterprise value.

Changes in legal and regulatory requirements can impact our ability to engage in business in certain jurisdictions or increase the cost of doing so.

20 unchanged sentences

In addition, because the size and scope of real estate sales transactions, the number of countries in which we operate or invest, and the areas we offer services have increased significantly during the past several years, both the difficulty of ensuring compliance with the numerous licensing regimes and the possible loss resulting from noncompliance, have increased.

Table of Conte nts

With respect to our status as an approved lender for Fannie Mae, Freddie Mac and as a HUD-approved originator and issuer of Ginnie Mae securities (collectively the “Agencies”), we are required to comply with various eligibility criteria established by the Agencies, such as minimum net worth, operational liquidity and collateral requirements.

12 unchanged sentences

This may include claims with respect to conflicts of interest where we are acting, or are perceived to be acting, for two or more clients with potentially contrary interests.

WE FACE RISKS RELATING TO ENVIRONMENTAL AND CLIMATE MATTERS.

WE FACE RISKS RELATING TO ENVIRONMENTAL AND CLIMATE MATTERS, INCLUDING DELIVERING ON OUR 2030 AND 2040 CARBON REDUCTION COMMITMENTS AND COMPLYING WITH EVOLVING CLIMATE CHANGE DISCLOSURE REQUIREMENTS.

We may face liability with respect to environmental issues occurring at properties we manage or occupy, or in which we invest.

5 unchanged sentences

We anticipate the potential effects of climate change will increasingly impact the decisions and analysis we make with respect to investments in the properties we manage, as well as those we consider for acquisition or disposition on behalf of clients, since climate change considerations can impact the relative desirability of locations and the cost of operating and insuring properties.

Future legislation could require specific performance levels for building operations resulting in non-

compliant buildings becoming obsolete.

Future legislation could require specific performance levels for building operations resulting in non-compliant buildings becoming obsolete.

This could materially affect investments in properties we have made on behalf of clients, including those in which we may have co-invested.

1 unchanged sentence

Around the world, many countries are enacting stricter regulations to protect the environment and preserve their natural resources.

In Europe, the EU’s Environmental Liability Directive establishes a comprehensive liability standard, but individual EU countries may have stricter regulations.

In Europe, the European Union's ("EU") Environmental Liability Directive establishes a comprehensive liability standard, but individual EU countries may have stricter regulations.

The risks may not be limited to fines and the costs of remediation.

2 unchanged sentences

This follows environmental protection laws passed in 2014 designed to limit contaminated water, air and soil linked to economic growth and public health.

New environmental legislation and regulations may require us to make material changes to our operations, which could adversely affect operating results.

New environmental

Table of Conte nts

legislation and regulations may require us to make material changes to our operations, which could adversely affect operating results.

Furthermore, the perspectives of shareholders, employees and other stakeholders regarding these standards may affect our business activities and increase disclosure requirements, which may increase our costs.

JLL has committed to reduce absolute scope 1, 2 and 3 emissions by 51% by 2030, and 95% by 2040, from a 2018 base year.

If we fail to meet our carbon reduction commitments or comply with evolving environmental regulations this may expose us to risks that could have a significant impact on our business operations and financial performance.

These risks encompass reputational damage, potential legal and regulatory penalties, litigation, increased compliance costs, and diminished access to financing and investment opportunities.

Additionally, failure to effectively reduce carbon emissions may result in negative public perception, reduced client demand, and potential loss of competitive advantage.

Failure to adapt to changing environmental standards and adequately manage our carbon footprint may also expose us to potential disruptions in supply chains, constraints on resource availability, and limitations on access to certain markets.

Failure to address these risks could have adverse consequences on our financial condition, operations, and long-term sustainability.

Our business faces evolving climate change disclosure requirements, including the recommendations outlined by the Task Force on Climate-related Financial Disclosures (TCFD) and the Corporate Sustainability Reporting Directive (CSRD).

Failure to fulfill these obligations, including the proper disclosure of climate-related risks, opportunities, and our approach to managing them, may lead to reputational damage, legal and regulatory sanctions and potential financial consequences.

Changes in climate change reporting standards, frameworks and guidelines may require us to provide more detailed information on greenhouse gas emissions, climate-related risks and sustainability initiatives, increasing the complexity and cost of compliance.

Furthermore, the potential misinterpretation or criticism of our disclosed climate change data and actions could impact our relationships with investors, customers and other stakeholders.

Financial Risk Factors

14 unchanged sentences

Our revenue from outside of the United States approximated 41% of our total revenue for 2023.

In addition to the potential negative impact on reported earnings, fluctuations in currencies relative to the U.S.

In addition to the potential negative impact on reported earnings, fluctuations in currencies

Table of Conte nts

relative to the U.S.

dollar may make it more difficult to perform period-to-period comparisons of the reported results of operations.

We are authorized to use currency-hedging instruments, including foreign currency forward contracts, purchased currency options and borrowings in foreign currency.

There can be no assurance hedging will be economically effective.

We do not use hedging instruments for speculative purposes.

As currency forward and option contracts are generally conducted off-exchange or over-the-counter ("OTC"), many of the safeguards accorded to participants on organized exchanges, such as the performance guarantee of an exchange clearing house, are generally unavailable in connection with OTC transactions.

In addition, there can be no guarantee the counterparty will fulfill its obligations under the contractual agreement, especially in the event of a bankruptcy or insolvency of the counterparty, which would effectively leave us unhedged.

We are subject to inflationary pressures on employee wages, salaries, and the cost of various goods and services including energy costs that we procure which can materially impact our financial results.

In addition, while we attempt to mitigate the impact of inflation in our client agreements, some client agreements may be entered into on a fixed or guaranteed maximum price basis where our ability to make price adjustments to take into account inflation may be limited.

While we attempt to mitigate the impact of inflation in our client agreements, some client agreements may be entered into on a fixed or guaranteed maximum price basis where our ability to make price adjustments to take into account inflation may be limited.

DOWNGRADES IN OUR CREDIT RATINGS COULD INCREASE OUR BORROWING COSTS OR REDUCE OUR ACCESS TO FUNDING SOURCES IN THE CREDIT AND CAPITAL MARKETS.

16 unchanged sentences

Further, our business and financial conditions correlate strongly to local, national and regional economic and political conditions or, at least, the perceptions of and confidence in those conditions.

Interest rate volatility, tighter lending standards, and elevated price uncertainty put downward pressure on transaction volumes and can significantly impact our fees and our business with revenues and assets tied to market performance.

We have previously experienced and expect in the future that we will be negatively impacted by periods of economic slowdown or recession and corresponding declines in the demand for real estate and related services.

The global economic crisis during the 2007-2009 period was extraordinary for its worldwide scope, severity and impact on major financial institutions, as well as for the extent of governmental stimulus and regulatory responses.

Since then, many of our markets have been affected generally by various economic uncertainties, among them:

continued significant market volatility and volatility in energy costs, including oil and commodity prices;

the developing effects of climate change and severe weather;

and the continued uncertainty on the direction of global tax policy.

Recently, we have seen increased supply-chain pressures which may impact our ability to deliver goods and services to our clients and increase the resultant costs in doing so.

In 2022, we observed an increased potential for a global economic slowdown or recession, partly driven by increasing interest rates to tackle inflation, which presents an increased risk to our performance.

In 2022 and 2023, we observed the effects of a global economic slowdown or recession, partly driven by increasing interest rates to tackle inflation.

The risk of a market crash and declining real estate asset values could create liquidity issues for our counterparties and/or a banking credit crunch which may negatively affect our cashflow and

Table of Conte nts

access to credit.

Elevated economic uncertainty may prolong commercial real estate and investor decision making and have a dampening effect on our results.

It is inherently difficult for us to predict how these types of significant global forces will affect our business in the future and whether we will continue to be able to generate revenue growth to the same extent as we have in the past.

Negative economic conditions and declines in demand for real estate and related services in several markets or in significant markets could have a material adverse effect on our performance driven by (i) a decline in acquisition and disposition activity, (ii) a decline in real estate values and performance, leasing activity and rental rates, (iii) a decline in value of real estate securities, (iv) the cyclicality in the real estate markets and lag in recovery relative to broader markets, or (v) the effect of changes in non-real estate markets.

OUR REPUTATION AND BRAND ARE IMPORTANT COMPANY ASSETS, IF WE FAIL TO PROTECT THEM, OUR BUSINESS MAY BE NEGATIVELY IMPACTED.

OUR REPUTATION AND BRAND ARE IMPORTANT COMPANY ASSETS;

IF WE FAIL TO PROTECT THEM, OUR BUSINESS MAY BE NEGATIVELY IMPACTED.

The value and premium status of our brand is one of our most important assets.

6 unchanged sentences

If we are not able to continue to operate successfully under the requirements of Section 404 of the United States Sarbanes-Oxley Act of 2002, or if there is a failure of one or more controls over financial reporting due to fraud, improper execution or the failure of such controls to adjust adequately as our business evolves, then our reputation, financial results and the market price of our stock could suffer.

We may be exposed to potential risks from this legislation, which requires companies to evaluate the effectiveness of their internal controls, and such internal control over financial reporting is subject to audit by their independent registered public accounting firm on an annual basis.

We have evaluated our internal control over financial reporting as required for purposes of this Annual Report on Form 10-K for the year ended December 31, 2022.

Our management concluded our internal control over financial reporting was effective as of December 31, 2022.

Our independent registered public accounting firm has issued an unqualified opinion on the effectiveness of our internal control over financial reporting.

However, there can be no assurance we will continue to receive an unqualified opinion in future years, particularly since standards continue to evolve and are not necessarily being applied consistently from one independent registered public accounting firm to another.

If we identify one or more material weaknesses in our internal control over financial reporting in the future that we cannot remediate in a timely fashion, we may be unable to receive an unqualified opinion at some time in the future from our independent registered public accounting firm.

While our management has concluded that our internal control over financial reporting as required for purposes of this Annual Report on Form 10-K was effective as of December 31, 2023, and our independent registered public accounting firm has issued an unqualified opinion on the effectiveness of our internal control over financial reporting, there can be no assurance our internal controls will be effective or we will continue to receive an unqualified opinion in future years.

If we identify one or more material weaknesses in our internal control over financial reporting in the future that we cannot remediate in a timely fashion, this could restrict our ability to access the capital markets, subject us to fines, penalties, investigations, harm our reputation, or otherwise cause a decline in the trading price of our stock and investor confidence.

EXPOSURE TO ADDITIONAL TAX LIABILITIES STEMMING FROM OUR GLOBAL OPERATIONS AND CHANGES IN TAX LEGISLATION, REGULATION AND TAX RATES COULD ADVERSELY AFFECT OUR FINANCIAL RESULTS.

4 unchanged sentences

Recent legislative changes in the United States include the 2017 Tax Cuts and Jobs Act and the 2022 Inflation Reduction Act, which have introduced limitations on business-related deductions and increased taxation of foreign earnings in the U.S., and a corporate minimum tax, all of which could increase our future tax expense.

Table of Conte nts

In addition, the potential exists for significant legislative policy change in the taxation of multinational corporations, as has recently been the subject of the “Pillar One” and “Pillar Two” initiatives of the Organization for Economic Co-operation and Development, the European Union Anti-Tax Avoidance Directives, and legislation inspired or required by those initiatives.

4 unchanged sentences

We are uncertain as to the ultimate results of these potential changes or what their effects will be on our business.

UNRESOLVED STAFF COMMENTS

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

What changed 10-K

Item 1A. Risk Factors