What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-27 compared with 2023-02-28 · 223 added, 189 removed, 1183 unchanged (26% of the section changed)

37 unchanged sentences

The Company’s global tax structure adds complexity that required subjective auditor judgment to evaluate the sufficiency of audit evidence obtained.

This required the involvement of domestic and international tax professionals with specialized skills and knowledge, in order to assess the nature and extent of procedures performed in relation to the amounts recorded and disclosed in the consolidated financial statements.

This required the involvement of federal and international tax professionals with specialized skills and knowledge, in order to assess the nature and extent of procedures performed in relation to the amounts recorded and disclosed in the consolidated financial statements.

The following are the primary procedures we performed to address this critical audit matter.

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Short-term borrowings 147.9 164.2

Current maturities of long-term debt, net of debt issuance costs of $ — and $ 0.3

Short-term contract liabilities and deferred income 226.4 216.5

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Interest expense, net of interest income 135.4 75.2 40.1

Equity earnings 51.0 209.4 8.0

Equity (losses) earnings ( 194.1 ) 51.0 209.4

Other income 4.9 150.3 10.8

Income before income taxes and noncontrolling interest 251.9 994.2 1,223.6

Provision for income taxes 200.8 264.3 106.9

Income tax provision 25.7 200.8 264.3

Net income 226.2 793.4 959.3

21 unchanged sentences

— — — 961.6 — — — ( 2.2 ) 959.4

Shares issued under stock compensation programs 632,638 — 0.2 — — 3.9 — — 4.1

Shares repurchased for payment of taxes on stock awards ( 179,938 ) — ( 23.5 ) — — — — — ( 23.5 )

Amortization of stock-based compensation — — 83.8 — — — — — 83.8

Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 370,442 — ( 66.0 ) — — 33.1 — — ( 32.9 )

Stock-based compensation — — 96.4 — — — — — 96.4

Shares held in trust — — — — 0.4 — — — 0.4

Cumulative effect from adoption of new accounting for credit losses — — — ( 14.9 ) — — — — ( 14.9 )

Dividends from vested historic award — — — 0.1 — — — — 0.1

Repurchase of common stock ( 1,451,720 ) — — — — ( 343.3 ) — — ( 343.3 )

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Foreign currency translation adjustments — — — — — — ( 56.7 ) — ( 56.7 )

Net decrease in amounts attributable to noncontrolling interest — — — — — — — ( 17.9 ) ( 17.9 )

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

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— — — 654.5 — — — 139.2 793.7

Shares issued under stock-based compensation programs 558,573 — ( 37.7 ) — — 57.3 — — 19.6

Shares repurchased for payment of taxes on stock-based compensation ( 188,131 ) — ( 28.3 ) — — ( 24.2 ) — — ( 52.5 )

Amortization of stock-based compensation — — 96.4 — — — — — 96.4

Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 406,085 — ( 116.9 ) ( 1.7 ) — 72.9 — — ( 45.7 )

Stock-based compensation — — 85.8 — — — — — 85.8

Shares held in trust — — — — ( 4.6 ) — — — ( 4.6 )

Dividends from vested historic award — — — 0.1 — — — — 0.1

Repurchase of common stock ( 2,922,466 ) — — — — ( 601.2 ) — — ( 601.2 )

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Foreign currency translation adjustments — — — — — — ( 231.3 ) — ( 231.3 )

Net increase in amounts attributable to noncontrolling interest — — — — — — — 141.5 141.5

Deconsolidation of variable interest entity — — — — — — — ( 113.9 ) ( 113.9 )

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

1 unchanged sentence

— — — 225.4 — — — 1.0 226.4

Shares issued under stock-based compensation programs 616,702 — ( 73.3 ) ( 1.7 ) — 116.5 — — 41.5

Shares repurchased for payment of taxes on stock-based compensation ( 210,617 ) — ( 43.6 ) — — ( 43.6 ) — — ( 87.2 )

Amortization of stock-based compensation — — 85.8 — — — — — 85.8

Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 374,191 — ( 84.0 ) ( 20.2 ) — 76.1 — — ( 28.1 )

Stock-based compensation — — 78.3 — — — — — 78.3

Shares held in trust — — — — ( 0.6 ) — — — ( 0.6 )

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Foreign currency translation adjustments — — — — — — 56.3 — 56.3

Deconsolidation of variable interest entity — — — — — — — ( 113.9 ) ( 113.9 )

Net decrease in amounts attributable to noncontrolling interest — — — — — — — ( 6.5 ) ( 6.5 )

Redemption of redeemable noncontrolling interest — — 2.8 — — — — — 2.8

December 31, 2023 47,509,750 $ 0.5 2,019.7 5,795.6 ( 10.4 ) ( 920.1 ) ( 591.5 ) 116.1 $ 6,409.9

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Noncontrolling interest

(3) Excludes net (loss) income attributable to redeemable noncontrolling interest of $(0.3) million, $(0.1) million and $(0.3) million for the years ended December 31, 2022, 2021 and 2020, respectively.

(3) Excludes net loss attributable to redeemable noncontrolling interest of $0.2 million, $0.3 million and $0.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

See accompanying notes to Consolidated Financial Statements.

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Depreciation and amortization 238.4 228.1 217.5

Equity earnings ( 51.0 ) ( 209.4 ) ( 8.0 )

Net (gain) loss on the disposition of assets ( 133.9 ) ( 10.9 ) 1.2

Equity losses (earnings) 194.1 ( 51.0 ) ( 209.4 )

Net loss (gain) on the disposition of assets 0.5 ( 133.9 ) ( 10.9 )

Distributions of earnings from investments 12.4 21.2 28.6

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Prepaid expenses and other assets ( 24.0 ) 39.9 ( 149.6 )

Deferred tax assets, net ( 40.5 ) ( 0.4 ) ( 37.1 )

Accounts payable and accrued liabilities ( 115.2 ) ( 11.6 ) 177.1

Accrued compensation ( 294.2 ) 676.2 ( 223.7 )

Income taxes receivable, payable and deferred ( 138.8 ) ( 105.1 ) 35.0

Accounts payable, accrued liabilities and other liabilities 78.5 ( 78.4 ) ( 12.8 )

Accrued compensation (including net deferred compensation) ( 67.9 ) ( 283.3 ) 593.7

Net cash provided by operating activities 575.8 199.9 972.4

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Repayments of borrowings under credit facility ( 8,284.0 ) ( 6,485.0 ) ( 4,944.0 )

Proceeds from senior notes 400.0 — —

Repayments of senior notes — ( 275.0 ) —

Net proceeds from (repayments of) short-term borrowings 20.1 91.8 ( 64.3 )

Net (repayments of) proceeds from short-term borrowings ( 24.8 ) 20.1 91.8

Payments of deferred business acquisition obligations and earn-outs ( 26.6 ) ( 12.6 ) ( 63.7 )

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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.

the income or loss attributable to the noncontrolling interest holders is reflected in Net income (loss) attributable to noncontrolling interest on the Consolidated Statements of Comprehensive Income.

Changes in amounts attributable to non-redeemable noncontrolling interests are reflected in the Consolidated Statements of Changes in Equity.

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Net loss ( 0.1 )

Distribution to redeemable noncontrolling interest ( 0.5 )

Redeemable noncontrolling interests as of December 31, 2021

Net loss ( 0.3 )

Redeemable noncontrolling interests as December 31, 2021

Net loss ( 0.3 )

Distribution to redeemable noncontrolling interest ( 0.2 )

Other ( 0.3 )

Redeemable noncontrolling interests as December 31, 2022

Net loss ( 0.2 )

Redemption of redeemable noncontrolling interest (1)

Redeemable noncontrolling interests as of December 31, 2023

(1) Reflects redemption of the redeemable noncontrolling interest related to our 2019 acquisition of Latitude Real Estate Investors and includes $4.0 million and $2.8 million, representing the approximate fair value and the difference between the fair value and carrying value, respectively.

Use of Estimates

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Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material.

Basis of Presentation

Effective for our consolidated financial statements as of and for the year ended December 31, 2023, we made certain presentation changes and recast prior-period information to conform with the current presentation.

First, on our Consolidated Statements of Cash Flows, we changed the presentation of certain components and captions within Cash flows from operating activities to reflect the way we internally manage and monitor our working capital.

This change in presentation had no impact on our previously reported Net cash provided by operating activities, and had no impact on our other consolidated financial statements.

Second, on our Consolidated Statements of Changes in Equity, we combined amounts separately disclosed in prior years on our Consolidated Statements of Changes in Equity under the captions Shares issues under stock-based compensation programs and Shares repurchased for payment of taxes on stock-based compensation to a single line (Vesting of shares

related to equity compensation plans, net of amounts withheld for payment of taxes) to simplify the presentation.

This change in presentation had no impact on our other consolidated financial statements.

Revenue Recognition

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◦ Loan Servicing

◦ Valuation Advisory

◦ Value and Risk Advisory

• Work Dynamics

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Revenue excluded from scope of ASC Topic 606 $ 286.3 293.6 337.1

Valuation Advisory

Valuation Advisory service offerings include (but are not limited to) asset appraisal, business valuation, property tax advisory, complex litigation, and environmental property consulting.

Value and Risk Advisory

Value and Risk Advisory service offerings include (but are not limited to) asset appraisal, business valuation, property tax advisory, complex litigation, and environmental property consulting.

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.

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Workplace Management

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.

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.

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.

Workplace Management 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.

Contract pricing can include multiple elements, such as a management fee or an incentive fee or other form of variable consideration.

In addition, these fees may be inclusive of – or distinct from – the reimbursement of costs related to client-dedicated personnel, subcontractors and third-party vendors for which we are reimbursed.

When distinct, such costs are reimbursed separately from our management fee.

Management fees are typically structured as a fixed monthly price for an agreed-upon scope of work or are determined by applying a contractual markup to spend associated with fulfilling our Workplace Management contracts.

As these fees represent a series of daily performance obligations delivered over time, we recognize revenue each period for fees related to the services we perform.

Many contracts also include variable consideration, which is typically earned as an incentive fee when we perform favorably with respect to agreed-upon key performance indicators (“KPI”), but may also be structured as an at-risk fee where we are penalized for failing to achieve a KPI.

Examples of KPIs include shared savings targets, service quality benchmarks, timely work order completion statistics and client satisfaction scores.

Regardless of the upside or downside nature, we assess variable consideration independently for each contract and, when appropriate, recognize such fees as revenue when the achievement of the KPI is probable and material reversal of such revenue is unlikely.

Because we control and direct the work of client-dedicated employees, we present the associated compensation and benefits expense as well as the corresponding revenue gross on our Consolidated Statements of Comprehensive Income.

when we act as principal with respect to third-party vendors and subcontractors engaged to deliver operational services to our client, we control and direct these third-party activities prior to the transfer of services to the client and accordingly present the costs we are reimbursed for as well as the corresponding revenue as gross.

For contracts where we do not control and direct third-party services delivered to the client, we act as the client’s agent and report revenue net of such costs.

Project Management

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.

Project Management 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.

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Cash and Cash Equivalents

We consider all highly-liquid investments purchased with maturities of less than three months to be cash equivalents.

We consider all highly-liquid investments purchased with maturities of three months or fewer to be cash equivalents.

The carrying amount of cash equivalents approximates fair value due to the short-term maturity of these investments.

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Allowance as of January 1, $ 66.7 67.6 66.5

$ 67.6 66.5 71.7

Charged to income 22.0 25.0 25.5

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Allowance as of December 31, $ 70.7 66.7 67.6

(1) January 1, 2020 includes $3.6 million adjustment due to the adoption of ASC Topic 326.

Notes and Other Receivables and Long-Term Receivables

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They primarily represent customer relationships, management contracts and customer backlogs acquired as part of our acquisitions.

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.

We reassessed our reporting units as of January 1, 2022, the effective date of our current organizational structure, and reassigned goodwill to reflect our new segment structure using a relative fair value allocation approach.

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.

1 unchanged sentence

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.

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.

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.

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.

Our analysis indicated that no impairment existed as the estimated fair value of each impacted reporting unit exceeded its respective carrying value.

We evaluate goodwill for impairment annually on July 1st of each year or when a triggering event occurs.

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 our annual goodwill impairment evaluation on July 1, 2023, we considered qualitative and quantitative factors and determined it is not more-likely-than-not that the fair value of each reporting unit is less than their carrying value.

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.

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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.

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.

In addition to our LaSalle investments, JLL Technologies has strategic investments in early to mid-stage property technology ("proptech") companies as well as 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.

The fair value of these investments was $ 480.4 million and $ 330.1 million as of December 31, 2022, and 2021, respectively.

For limited partnerships in which we are a general partner, the entities are generally well-capitalized and grant the limited partners substantive participating rights, such as the right to replace the general partner without cause, to dissolve or liquidate the partnership, to approve the sale or refinancing of the principal partnership assets, or to approve the acquisition of principal partnership assets.

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For investments reported at fair value, we maintain an investment account that is increased or decreased each reporting period by the difference between the fair value of the investment and the carrying value as of the balance sheet date.

These fair value adjustments are reflected as gains or losses on the Consolidated Statements of Comprehensive Income within Equity earnings.

These fair value adjustments are reflected as gains or losses on the Consolidated Statements of Comprehensive Income within Equity (losses) earnings.

To the extent applicable, we estimate fair value of our investments using the net asset value ("NAV") per share (or its equivalent) our investees provide.

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Subsequent funding rounds or changes in the companies' business strategy/outlook are indicators of a change in fair value.

The fair value of certain investments is estimated using significant unobservable inputs which requires judgment due to the absence of market data.

In determining the estimated fair value of these investments, we utilize appropriate valuation techniques including discounted cash flow analyses, scorecard method, Black-Scholes models and other methods as appropriate.

Key inputs include projected cash flows, discount rates, peer group multiples and volatility.

If we elect to apply the measurement alternative for equity investments that do not have readily determinable fair values, we will measure them at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

An impairment loss would be recorded when an event or circumstance indicates a decline in value has occurred.

For investments accounted for under the equity method, we maintain an investment account that is (i) increased by contributions made and by our share of net income earned by the real estate ventures, and (ii) decreased by distributions received and by our share of net losses realized by the real estate ventures.

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.

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.

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.

Our evaluations consider the existence of impairment indicators in the underlying real estate assets that compose the majority of our investments.

We base such evaluations, in regard to both the investment and the investment’s underlying asset levels, on regular updates to future cash flow models, our share of co-investment cash flows, and factors such as operational performance, market conditions, major tenancy matters, legal and environmental concerns, and our ability and intent to hold each investment.

performance, market conditions, major tenancy matters, legal and environmental concerns, and our ability and intent to hold each investment.

If an investment is considered other-than-temporarily impaired, we record the excess of the carrying value over the estimated fair value as an impairment charge.

Impairment charges to write down the carrying value of the real estate assets underlying our investments are generally based on the result of discounted cash flow models that primarily rely upon unobservable inputs to determine fair value.

We recognize our proportionate share of such impairment within Equity earnings on the Consolidated Statements of Comprehensive Income.

We recognize our proportionate share of such impairment within Equity (losses) earnings on the Consolidated Statements of Comprehensive Income.

See Note 5, Investments and Note 9, Fair Value Measurements for additional information on Investments.

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The related lease expense is recognized on a straight-line basis over the lease term.

As an accounting policy election, short-term leases (lease terms of 12 months or fewer) are not recognized as Operating lease right-of-use assets and operating lease liabilities on our Consolidated Balance Sheets.

Rent expense for short-term leases is recognized on a straight-line basis over the lease term and variable lease payments are recognized in the period in which the obligation for those payments is incurred.

Finance leases are included in Property and equipment, net of accumulated depreciation, Short-term borrowings, and Other liabilities on our Consolidated Balance Sheets.

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The assets and liabilities of these subsidiaries are translated to U.S.

dollars at the rates of exchange as of the balance sheet date with the resulting translation adjustments included as a separate component of equity on the Consolidated Balance Sheets (Accumulated other comprehensive loss) and on the Consolidated Statements of Comprehensive Income (Other comprehensive income-foreign currency translation adjustments).

dollars at the rates of exchange as of the balance sheet date with the resulting translation adjustments included as a separate component of equity on the Consolidated Balance

Sheets (Accumulated other comprehensive loss) and on the Consolidated Statements of Comprehensive Income (Other comprehensive income-foreign currency translation adjustments).

See Note 15, Accumulated Other Comprehensive Income (Loss), for additional information on the components of Accumulated other comprehensive loss.

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We include gains and losses from foreign currency transactions in net earnings as a component of Operating, administrative and other expense.

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.

For the year ended December 31, 2023 we had a net foreign currency transaction loss of $ 10.6 million.

For the years ended 2022 and 2021 we had a net foreign currency translation gain of $ 6.4 million and a loss of $ 8.1 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.

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Our current insurance programs include professional, auto and general liability.

For professional indemnity coverage, the level of risk retained by our captive insurance company is limited per claim, inclusive of the deductible.

We contract third-party insurance companies to provide coverage of risk in excess of the policy limits.

The level of risk retained by our captive insurance company is limited per claim, inclusive of the deductible.

For professional indemnity coverage, we contract third-party insurance companies to provide coverage of risk in excess of the policy limits.

We recognize the liability associated with a loss contingency when a loss is probable and estimable.

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This ASU is effective for annual and interim periods beginning after December 15, 2022, with early adoption permitted.

We do not expect the new guidance to have a material impact to our financial statements and related disclosures.

We adopted this guidance effective January 1, 2023, and the adoption did not impact our financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually.

The FASB issued the ASU in response to requests from investors for companies to disclose more information about their financial performance at the segment level.

The ASU does not change how a public entity

identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments.

This ASU is effective for annual periods beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted.

We are evaluating the effect this guidance will have on our segment disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which enhances the income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.

This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

We are evaluating the effect this guidance will have on our tax disclosures.

BUSINESS SEGMENTS

On February 28, 2022, we announced a new organizational structure that became effective on January 1, 2022.

Under the new structure, we organize our operations around, and publicly report our financial results on, five global business segments:

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

(1) Markets Advisory,

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Markets Advisory offers a wide range of real estate services, including agency leasing and tenant representation, property management, advisory and consulting services.

Capital Markets service offerings include investment sales, equity and debt advisory, loan servicing, and valuation advisory.

Capital Markets service offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing.

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.

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Allocated expenses primarily consist of corporate functional costs across the globe, which we allocate to the business segments using an expense-specific driver-based methodology.

Adjusted EBITDA does not include (i) restructuring and acquisition charges, (ii) gain/loss on disposal, (iii) interest on employee loans, net, (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.

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) Income tax provision, and (vii) Depreciation and amortization, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.

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.

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Investment Sales, Debt/Equity Advisory and Other $ 1,261.6 1,955.4 2,111.0

Valuation Advisory 374.9 369.3 311.0

Value and Risk Advisory 363.8 374.9 369.3

Loan Servicing 152.6 157.9 140.2

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Depreciation and amortization $ 79.2 71.1 66.2

Equity earnings (losses) $ 1.2 0.4 ( 0.3 )

Equity earnings $ 1.4 1.2 0.4

Adjusted EBITDA $ 264.0 230.1 182.4

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Depreciation and amortization $ 15.9 15.4 10.5

Equity earnings $ 46.6 140.7 5.7

Equity (losses) earnings $ ( 177.0 ) 46.6 140.7

Adjusted EBITDA $ ( 196.1 ) ( 50.9 ) 53.4

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Depreciation and amortization $ 8.1 6.5 8.3

Equity earnings (losses) $ 0.4 62.7 ( 12.5 )

Equity (losses) earnings $ ( 24.7 ) 0.4 62.7

Adjusted EBITDA $ 79.1 96.6 171.0

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

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

The following table is a reconciliation of segment revenue to consolidated revenue.

Year Ended December 31,

(in millions) 2023 2022 2021

Markets Advisory $ 4,121.6 4,415.5 4,188.7

Capital Markets 1,778.0 2,488.2 2,620.5

Work Dynamics 14,131.1 13,268.5 11,891.5

JLL Technologies 246.4 213.9 166.2

LaSalle 483.7 476.0 500.1

Total revenue $ 20,760.8 20,862.1 19,367.0

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

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Interest expense, net of interest income ( 135.4 ) ( 75.2 ) ( 40.1 )

Provision for income taxes ( 200.8 ) ( 264.3 ) ( 106.9 )

Income tax provision ( 25.7 ) ( 200.8 ) ( 264.3 )

Depreciation and amortization (1)

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Australian dollar 1,036.9 1,183.0 1,118.7

Canadian dollar 593.8 508.3 432.6

Indian rupee 661.4 591.0 508.2

Canadian dollar 613.8 593.8 508.3

Hong Kong dollar 544.8 532.3 545.6

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2023 Business Combinations Activity

During 2022, there were no material acquisitions.

We paid $ 18.1 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

2021 Business Combinations Activity

During the year ended December 31, 2021, we completed four new strategic acquisitions:

two in JLL Technologies, one in Capital Markets, and one in Markets Advisory.

Aggregate terms of these acquisitions included:

(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.

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.

As of December 31, 2022, the purchase price allocations for our 2021 acquisitions was final.

There were no significant adjustments to the purchase price allocation recorded during the year ended December 31, 2022.

During 2023, we completed one strategic acquisition which is presented below.

Acquired Company Quarter of Acquisition Country Primary Segment

Kensington Capital Advisors (KCA) Q2 United States Capital Markets

Aggregate terms of our acquisition included:

(1) cash paid at closing of $ 13.6 million and (2) prior 50.0% ownership previously accounted for as an equity method investment which had a fair value of $ 10.0 million.

The allocation of purchase consideration resulted in goodwill of $ 18.7 million, identifiable intangibles of $ 2.1 million and other net assets (acquired assets less assumed liabilities) of $ 2.8 million.

During the year ended December 31, 2023, we also paid $ 26.8 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.

Of the $ 18.7 million of total additions to goodwill in 2023, we expected to amortize and deduct the full amount for tax purposes as of December 31, 2023, subject to statutory amortization periods.

2022 Business Combinations Activity

During the year ended December 31, 2022, there were no strategic acquisitions.

We paid $ 18.1 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

Earn-Out Payments

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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.

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.

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.

As a result of reassigning goodwill, only activity in periods after the reassignment are disclosed.

(in millions) Markets Advisory Capital Markets Work Dynamics JLL Technologies LaSalle Consolidated

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Balance as of December 31, 2022 $ 1,742.9 1,949.2 532.6 247.7 55.6 $ 4,528.0

Additions, net of adjustments — 18.7 — — — 18.7

Dispositions ( 0.4 ) ( 0.2 ) — — — ( 0.6 )

Impact of exchange rate movements 16.8 18.7 5.1 — 0.7 41.3

Balance as of December 31, 2023 $ 1,759.3 1,986.4 537.7 247.7 56.3 $ 4,587.4

The following tables detail, by intangible type, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.

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Additions, net of adjustments 140.9 19.3 160.2

161.1 210.2 371.3

Adjustment for fully amortized intangibles ( 63.3 ) ( 13.5 ) ( 76.8 )

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Additions, net of adjustments 94.6 7.2 101.8

140.9 19.3 160.2

Adjustment for fully amortized intangibles ( 40.1 ) ( 21.3 ) ( 61.4 )

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$ 492.0 293.0 $ 785.0

(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.

(1) Included in this amount for MSRs was $ 10.0 million and $ 28.0 million for 2023 and 2022, respectively, relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights.

Amortization of MSRs is included in Revenue within the Consolidated Statements of Comprehensive Income.

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Total $ 816.6 873.8

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.

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 %.

Our JLL Technologies investments are, generally, investments in early to mid-stage proptech companies as well as proptech funds, while our LaSalle co-investments are, primarily, direct investments in 48 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $ 341.0 million and $ 13.6 million as of December 31, 2023 for our LaSalle Investment Management business and JLL Technologies, respectively.

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.

Of the $ 341.0 million related to LaSalle, while we remain contractually obligated, we do not expect a call on $ 60.3 million relating to a specific investment since the underlying fund moved into its liquidation phase in January 2020.

We evaluate our less-than-wholly-owned investments to determine whether the underlying entities are classified as variable interest entities ("VIEs");

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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.

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

Property and equipment, net $ — 184.7

Investments — 10.2

Other assets — 17.7

Total assets $ — 212.6

Other current liabilities $ — 2.1

Mortgage indebtedness (included in Other liabilities) — 107.5

Total liabilities — 109.6

Members' equity (included in Noncontrolling interest) — 103.0

Total liabilities and members' equity $ — 212.6

Summarized financial information for our consolidated VIEs is presented in the following table.

As a result of the reconsideration event described above, there are no consolidated VIE balances as of December 31, 2023 and 2022 and net income was consolidated up to the reconsideration date.

Year Ended December 31,

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Net income (loss) $ — 136.1 ( 3.9 )

(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.

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.

(1) The 2022 gain was included in Other income on the Consolidated Statements of Comprehensive Income.

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 (loss) 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.

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Revenue $ 2,403.5 2,193.4 2,103.6

Net income 576.6 1,850.7 241.5

Net (loss) income ( 1,085.8 ) 576.6 1,850.7

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.

This activity was included within Equity earnings on our Consolidated Statements of Comprehensive Income.

There were no other significant impairments in 2022.

In addition, there were no significant other-than-temporary impairment charges on Investments during 2021 or 2020.

This activity was included within Equity (losses) earnings on our Consolidated Statements of Comprehensive Income.

There were no significant other-than-temporary impairments in 2023 or 2021.

We report a majority of our investments at fair value.

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

The table below shows the movement in our investments reported at fair value.

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These awards have historically been RSUs which generally vest over three years (either cliff or graded vesting) and PSUs which generally vest in three years (cliff vesting), subject to performance and, for certain awards, market conditions.

There were approximately 0.6 million shares available for grant under the SAIP as of December 31, 2022.

There were approximately 910 thousand shares available for grant under the SAIP as of December 31, 2023.

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.

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Stock-based compensation expense by award type is presented below.

In 2023, we recognized $ 13.5 million of stock-based compensation expense reversal associated with the expected achievement against performance measures of certain PSU awards.

Year Ended December 31,

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We make employer contributions under this qualified profit sharing plan that are reflected in Compensation and benefits in the accompanying Consolidated Statements of Comprehensive Income.

Based on the impact from the COVID-19 pandemic, the employer contributions were suspended between May and December of 2020.

The related trust assets of this plan are managed by trustees and are excluded from the accompanying Consolidated Financial Statements.

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(in millions) 2023 2022 2021

Employer contributions (US employees) $ 50.1 42.7 14.6

Employer contributions (non-US employees) 43.2 42.4 37.9

Employer contributions (U.S.

employees) $ 52.1 50.1 42.7

Employer contributions (non-U.S.

employees) 46.9 43.2 42.4

Defined Benefit Plans

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The following table provides the projected benefit obligation and plan assets, the net of which represents our funded status, as well as the accumulated benefit obligations of our defined benefit pension plans.

Year Ended December 31,

(in millions) 2023 2022

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Accumulated benefit obligation $ 277.4 257.1

The primary driver for the year-over-year change in projected benefit obligation is an actuarial gain driven by an increase in the discount rate assumptions.

The primary driver for the year-over-year change in projected benefit obligation was foreign exchange rates.

Discount rates remained materially consistent compared with prior year.

Defined benefit pension plan amounts recorded in the Consolidated Balance Sheets are presented in the below table.

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Accordingly, the estimated impacts of these taxes were included in our provision for income taxes in 2023, 2022 and 2021.

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.

Due to the generation of net operating loss carryovers, our current tax expense increased by $ 69.1 million, $ 25.6 million and $ 52.4 million in 2023, 2022 and 2021, respectively, and our deferred tax expense was reduced by a corresponding amount.

Income tax expense differed from the amounts computed by applying the U.S.

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to be a very low tax rate jurisdiction.

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.

With respect to very low tax rate jurisdictions in which we operate, income from Hong Kong ( 16.5 %), Singapore ( 17 %), and Israel ( 23 %) represent the most significant components of the international earnings line item in our effective tax rate reconciliation.

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 2023.

Our income before taxes from domestic (U.S.) and international sources is presented in the following table.

Our income (loss) before taxes from domestic (U.S.) and international sources is presented in the following table.

Year Ended December 31,

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International loss carryovers 313.0 237.3

Investments 1.6 —

Pension liabilities 27.7 19.8

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Net deferred taxes $ 452.6 185.6

The increase in gross deferred tax assets in 2023 was primarily the result of (a) deferral of tax deductions for compensation accruals and (b) revaluations of investments which are not yet deductible for tax purposes.

The increase in valuation reserves was primarily the result of additional reserves established against deferred tax assets related to certain expense accruals.

We have not provided a deferred tax liability on the unremitted foreign earnings of international subsidiaries because it is our intent to permanently reinvest such earnings outside of the U.S.

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As of December 31, 2023, we had an available U.S.

federal net operating loss carryover of $ 58.6 million from acquired companies, for which we have established a full valuation allowance due to significant statutory limitations on its usage, and which will begin to expire in 2028.

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.

federal net operating loss ("NOL") carryover of $ 53.5 million from acquired companies, for which we have established a full valuation allowance due to significant statutory limitations on its usage, and which will begin to expire in 2028.

state NOL carryovers with a tax effect of $ 20.1 million, which expire at various dates through 2043, and international NOL carryovers of $ 1,233.8 million, which generally do not have expiration dates.

The change in deferred tax balances for NOL carryovers from 2022 to 2023 included increases from current year losses and decreases from current year estimated utilization.

As of December 31, 2023, we believe it is more-likely-than-not the net deferred tax assets of $ 452.6 million will be realized based upon our estimates of future income and the consideration of net operating losses, earnings trends and tax planning strategies.

Valuation allowances have been provided with regard to the tax benefit of certain international net operating loss carryovers, for which we have concluded recognition is not yet appropriate.

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;

Valuation allowances have been provided with regard to the tax benefit of certain international NOL carryovers, for which we have concluded recognition is not yet appropriate.

In 2023, we reduced valuation allowances by $ 5.4 million on some jurisdictions' NOLs due to the utilization or expiration of those losses;

and we increased valuation allowances by $ 54.0 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.

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.

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.

The remaining movement in valuation allowances comparing December 31, 2023 to December 31, 2022 was attributable to the effect of changes in foreign currency exchange rates.

As of December 31, 2023, our net current payable for income tax was $ 154.3 million, consisting of a current receivable of $ 215.8 million and current payable of $ 370.1 million, and our net noncurrent liability was $ 87.6 million, entirely a noncurrent payable.

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 a current payable of $ 214.2 million, and our net noncurrent liability was $ 114.7 million, entirely a noncurrent payable.

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.

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Generally, our open tax years include those from 2020 to the present, although reviews of taxing authorities for more recent years have been completed or are in process in a number of jurisdictions.

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.

As of December 31, 2023, we were under examination in Germany, Nigeria, Pakistan, Egypt, Oman, Sweden, the Netherlands, Turkey, Indonesia, India, Mauritius, the Philippines, Hong Kong, Sri Lanka and Thailand.

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;

as well as in the states of Arizona, Connecticut, Illinois, Massachusetts, Michigan, New York, and in New York City.

as well as in the states of Illinois, Massachusetts, New York City and Washington D.C.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is presented in the following table.

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The recognition of tax benefits, and other changes to the amounts of our unrecognized tax benefits, may occur as the result of ongoing operations, the outcomes of audits or other examinations by tax authorities, or the passing of statutes of limitations.

We do not expect changes to our unrecognized tax benefits to have a significant impact on net income, the financial position, or the cash flows of JLL.

We do not expect changes to our unrecognized tax benefits to have a

significant impact on net income, the financial position, or the cash flows of JLL.

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.

We recognize interest accrued and penalties, if any, in Provision for income taxes on our Consolidated Statements of Comprehensive Income.

We recognize interest accrued and penalties, if any, in Income tax provision on our Consolidated Statements of Comprehensive Income.

During the years ended December 31, 2023, 2022 and 2021, the amount of interest expense and penalties was not material.

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Financial Instruments

Our financial instruments include Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, Warehouse receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, Short-term borrowings, Current portion of long-term debt, contract liabilities, Warehouse facilities, Credit facility, Long-term debt and foreign currency forward contracts.

Our financial instruments include Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, Warehouse receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, Short-term borrowings, contract liabilities, Warehouse facilities, Credit facility, Long-term debt and foreign currency forward contracts.

The carrying amounts of Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, contract liabilities and the Warehouse facilities approximate their estimated fair values due to the short-term nature of these instruments.

The carrying values of our Credit facility and Short-term borrowings approximate their estimated fair values given the variable interest rate terms and market spreads.

We estimated the fair value of our long-term debt, 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.

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.

We retired this debt during 2022.

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.

See Note 10, Debt, for additional discussion of the redemption of our long-term debt.

We estimated the fair value of our Long-term debt using dealer quotes that are Level 2 inputs in the fair value hierarchy.

The fair value and carrying value of our debt are presented in the following table.

(in millions) 2023 2022

Long-term debt, fair value $ 798.1 360.9

Long-term debt, carrying value, net of debt issuance costs 779.3 372.8

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

We report a significant portion of our investments at fair value.

For such investments, we increase or decrease our investment each reporting period by the change in the fair value, and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity Earnings.

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.

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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.

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

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We increase or decrease our investment each reporting period by the change in the fair value of the investment.

We report the fair value adjustments in the Consolidated Statements of Comprehensive Income within Equity earnings.

We report the fair value adjustments in the Consolidated Statements of Comprehensive Income within Equity (losses) earnings.

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.

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.

For most of our investments, the carrying value was deemed to approximate fair value due to the proximity of the investment date, or date of most recent financing raise, to the balance sheet date, as well as consideration of investee-level performance updates.

The fair value of certain investments is estimated using significant unobservable inputs which requires judgment due to the absence of market data.

Key inputs include projected cash flows, discount rates, peer group multiples and volatility.

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

Foreign Currency Forward Contracts

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The inputs for these valuations are Level 2 in the fair value hierarchy.

As of December 31, 2022 and 2021, these contracts had a gross notional value of $ 1.81 billion ($ 1.02 billion on a net basis) and $ 2.61 billion ($ 1.51 billion on a net basis), respectively.

The following table details the gross notional value and net basis of these contracts.

(in billions) 2023 2022

Foreign currency forward contracts, gross notional value $ 2.07 1.81

Foreign currency forward contracts, net basis 1.21 1.02

We record the asset and liability positions for our foreign currency forward contracts based on the net payable or net receivable position with the financial institutions from which we purchase these contracts.

The $ 3.7 million asset as of December 31, 2022 was composed of gross contracts with receivable positions of $ 7.7 million and payable positions of $ 4.0 million.

The $ 4.8 million liability position as of December 31, 2022 was composed of gross contracts with receivable positions of $ 1.6 million and payable positions of $ 6.4 million.

As of December 31, 2021, the $ 15.9 million asset was composed of gross contracts with receivable positions of $ 19.2 million and payable positions of $ 3.3 million.

The $ 0.8 million liability position as of December 31, 2021, was composed of gross contracts with receivable positions of $ 0.2 million and payable positions of $ 1.0 million.

The outstanding balances of these contracts are presented in the following table.

(in millions) 2023 2022

Net asset, receivable positions $ 15.2 7.7

Net asset, payable positions ( 2.7 ) ( 4.0 )

Foreign currency forward contracts receivable $ 12.5 3.7

Net liability, receivable positions $ ( 3.2 ) ( 1.6 )

Net liability, payable positions 12.0 6.4

Foreign currency forward contracts payable $ 8.8 4.8

Warehouse Receivables

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The inputs for this valuation are Level 2 in the fair value hierarchy.

We recorded this plan on the Consolidated Balance Sheets as of December 31, 2022 as Deferred compensation plan assets of $ 517.9 million, long-term deferred compensation plan liabilities of $ 485.4 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of $ 9.8 million.

We recorded this plan on the Consolidated Balance Sheets as of December 31, 2021 as Deferred compensation plan assets of $ 528.8 million, long-term deferred compensation plan liabilities of $ 513.0 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of $ 5.2 million.

We recorded this plan on our Consolidated Balance Sheet as Deferred compensation plan assets, long-term deferred compensation plan liabilities, included in Deferred compensation, and as a reduction of equity, Shares held in trust.

The components of the plan are presented in the following table.

(in millions) 2023 2022

Deferred compensation plan assets $ 604.3 517.9

Long-term deferred compensation plan liabilities 576.1 485.4

Shares held in trust 10.4 9.8

Earn-Out Liabilities

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The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value.

Both the rate lock commitments to prospective borrowers and the forward sale contracts to prospective investors are undesignated derivatives and considered Level 3 valuations due to significant unobservable inputs related to counterparty credit risk.

An increase in counterparty credit risk assumptions would result in a lower fair value measurement.

An increase in nonperformance risk assumptions would result in a lower fair value measurement.

The fair valuation is determined using discounted cash flow techniques, and the derivatives are marked to fair value through Revenue in the Consolidated Statements on Comprehensive Income.

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Net change in fair value Foreign CTA (1)

Purchases / Additions Settlements Transfers Out Balance as of December 31, 2022

Purchases / Additions Settlements Transfers in (out) (2)

Balance as of December 31, 2023

Investments $ 452.0 ( 175.0 ) 1.2 22.2 — 66.9 $ 367.3

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Currency translation adjustments

(2) Within Investments, notes receivable (inclusive of accrued interest) converted to equity upon maturity and was classified as a Level 3 investment immediately.

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

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

Investments Equity earnings

Investments Equity (losses) earnings

Other current assets - Mortgage banking derivative assets Revenue

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($ in millions) 2023 2022

Short-term debt:

Local overdraft facilities $ 13.4 21.2

Other short-term borrowings 134.5 143.0

Long-term senior notes, 4.4 %, face amount of $ 275.0 , due November 2022, net of debt issuance costs of $ — and $ 0.3

Total short-term debt $ 164.2 422.6

Short-term borrowings $ 147.9 164.2

Credit facility, net of debt issuance costs of $ 14.4 and $ 11.2

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Long-term senior notes, 1.96 %, face amount of € 175.0 , due June 2027, net of debt issuance costs of $ 0.4 and $ 0.5

Long-term senior notes, 6.875 %, face amount of $ 400.0 , due December 2028, net of debt issuance costs of $ 7.1 and $ —

Long-term senior notes, 2.21 %, face amount of € 175.0 , due June 2029, net of debt issuance costs of $ 0.6 and $ 0.7

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Credit Facilities

On June 16, 2022, we executed Amendment No.

3 ("Amendment No.

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.

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.

On August 31, 2022, we executed Amendment No.

On November 3, 2023, we executed Amendment No.

5 ("Amendment No.

4") to the Credit Agreement which increased the borrowing capacity from $ 2.75 billion to $ 3.35 billion.

The maturity date of April 14, 2026 and covenants were unchanged by the amendments.

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 %.

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.

5") to the Second Amended and Restated Multicurrency Credit Agreement dated as of June 21, 2016 (as amended, the “Credit Agreement”) which extended the maturity date to November 3, 2028 and amended the borrowing capacity to $ 3.30 billion.

Pricing on the unsecured revolving credit facility (the "Facility") ranges from Adjusted Term SOFR plus 0.875% to 1.35% , with pricing including facility fees, as of December 31, 2023 at Adjusted Term SOFR plus 0.98 %.

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 as of both December 31, 2023 and December 31, 2022.

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.

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Between quarter-end dates, we intend to use the proceeds to reduce indebtedness under the Facility at a lower interest rate.

As such, the Uncommitted Facility has no outstanding balance as of December 31, 2022.

As such, the Uncommitted Facility has no outstanding balance as of both December 31, 2023 and 2022.

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

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Short-Term and Long-Term Debt

In addition to our credit facilities, we have the capacity to borrow up to an additional $ 52.3 million under local overdraft facilities.

In addition to our credit facilities, we have the capacity to borrow up to an additional $ 55.2 million under local overdraft facilities as of December 31, 2023.

Amounts outstanding are presented in the debt table above.

During 2022 we redeemed all of our outstanding 4.4 % Senior Notes due November 2022 (the "Notes").

The aggregate outstanding principal amount of the Notes was $ 275.0 million.

On November 13, 2023, in an underwritten public offering, we issued $ 400.0 million of 6.875 % Senior Notes due

December 2028 (the "Notes").

The proceeds, net of underwriting discounts and expenses, were $ 392.9 million and were used to reduce borrowings on our Facility.

The Notes bear interest at an annual rate of 6.875 %.

Interest will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024.

The Notes are our senior unsecured obligations and are not guaranteed by any of our subsidiaries.

In addition, the Notes were issued pursuant to the Indenture, which contains customary events of default and negative restrictions for notes of this type, such as limitations on secured debt.

During 2022 we redeemed all of our outstanding 4.4 % Senior Notes due November 2022.

The aggregate outstanding principal amount of these notes was $ 275.0 million.

The redemption price for the notes was equal to 100% of the principal amount of the notes redeemed, plus accrued and unpaid interest.

12 unchanged sentences

405.1 1,200.0 132.3 1,200.0

LIBOR plus 1.30% , expired August 27, 2022

— — 192.8 300.0

SOFR plus 1.40% , expires July 26, 2024 (4)

5 unchanged sentences

Total warehouse facilities $ 662.7 2,300.0 455.3 2,300.0

(1) Bloomberg Short-Term Bank Yield Index rate ("BSBY")

(2) In 2023, JLL extended the Warehouse facility;

previously, the facility had a maturity date of September 18, 2023.

(2) In 2022, JLL extended the Warehouse facility and amended the interest rate;

previously, the facility had a maturity date of September 16, 2022 and an interest rate of LIBOR plus 1.30%.

(3) In 2022, JLL extended the Warehouse facility and amended the interest rate;

previously the facility had a maturity date of July 30, 2022 and an interest rate of LIBOR plus 1.60%.

(3) In 2023, JLL extended the Warehouse facility;

previously, the facility had a maturity date of September 15, 2023.

(4) In 2023, JLL extended the Warehouse facility;

previously, the facility had a maturity date of July 28, 2023.

(5) As Soon As Pooled ("ASAP") funding program.

9 unchanged sentences

For the years ended December 31, 2023, 2022 and 2021, operating lease expense was $ 187.4 million, $ 185.5 million and $ 189.2 million, respectively, and variable and short-term lease expense was $ 44.5 million, $ 38.8 million and $ 37.0 million, respectively.

In addition, $ 186.7 million and $ 148.5 million of Operating lease right-of-use assets were obtained in exchange for lease obligations during the year ended December 31, 2022 and 2021, respectively.

In addition, $ 117.3 million and $ 186.7 million of Operating lease right-of-use assets were obtained in exchange for lease obligations during the years ended December 31, 2023 and 2022, respectively.

As of December 31, 2023, our total commitments related to finance leases was $ 19.7 million.

13 unchanged sentences

Included in the accompanying Consolidated Financial Statements was revenue of $ 896.4 million, $ 686.4 million and $ 723.3 million for 2023, 2022 and 2021, respectively, as well as receivables of $ 179.2 million and $ 122.4 million as of December 31, 2023 and 2022, respectively, related to transactions with affiliates.

These amounts primarily relate to transactions with the real estate ventures in which we have equity interests.

The outstanding balance of loans to employees are presented in the following table.

18 unchanged sentences

In addition, we have established receivables from third-party insurance providers for claim amounts in excess of the risk retained by our captive insurance company.

In total, these receivables were $ 22.5 million as of both December 31, 2022 and 2021 and are included in Notes and other receivables on our Consolidated Balance Sheets.

As of December 31, 2023 and 2022, these receivables were $ 2.5 million and $22.5 million, respectively, 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.

23 unchanged sentences

Cash-based charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes, (ii) acquisition, transaction and integration-related charges and (iii) other restructuring including lease exit charges.

Non-cash charges include (i) stock-based compensation expense for retention awards issued in conjunction with the HFF, Inc.

("HFF") acquisition and (ii) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity.

Non-cash charges include (i) stock-based compensation expense for retention awards issued in conjunction with prior-period acquisitions and (ii) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity.

Restructuring and acquisition charges are presented in the table below.

3 unchanged sentences

Restructuring, pre-acquisition and post-acquisition charges 39.6 57.5 50.0

Stock-based compensation expense for HFF retention awards 6.1 17.8 36.7

Stock-based compensation expense for post-acquisition retention awards 3.4 6.1 17.8

Fair value adjustments to earn-out liabilities ( 4.4 ) ( 3.3 ) 2.6

5 unchanged sentences

Balance as of December 31, 2021 $ ( 42.7 ) ( 352.7 ) $ ( 395.4 )

Other comprehensive income before reclassification 35.3 ( 56.7 ) ( 21.4 )

Other comprehensive loss before reclassification ( 23.2 ) ( 231.3 ) ( 254.5 )

Amounts reclassified from AOCI after tax expense of $0.4, $- and $0.4 1.7 — 1.7

Other comprehensive income after tax expense of $7.6, $- and $7.6 38.5 ( 56.7 ) ( 18.2 )

Other comprehensive loss after tax expense of $6.1, $- and $6.1 ( 21.5 ) ( 231.3 ) ( 252.8 )

Balance as of December 31, 2022 ( 64.2 ) ( 584.0 ) ( 648.2 )

Other comprehensive income before reclassification ( 23.2 ) ( 231.3 ) ( 254.5 )

Other comprehensive (loss) income before reclassification ( 1.4 ) 56.3 54.9

Amounts reclassified from AOCI after tax expense of $0.5, $- and $0.5 1.8 — 1.8

Other comprehensive income after tax benefit of $6.1, $- and $6.1 ( 21.5 ) ( 231.3 ) ( 252.8 )

Other comprehensive income after tax expense of $3.2, $- and $3.2 0.4 56.3 56.7

Balance as of December 31, 2023 $ ( 63.8 ) ( 527.7 ) $ ( 591.5 )

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

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data