What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-06 compared with 2024-05-06 · 221 added, 116 removed, 527 unchanged (39% of the section changed)

1 unchanged sentence

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) March 31, 2024 December 31, 2023

CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data) June 30, 2024 December 31, 2023

Assets (unaudited)

52 unchanged sentences

Total liabilities and equity $ 15,909.0 16,064.8

See accompanying notes to Condensed Consolidated Financial Statements.

See accompanying notes to Consolidated Financial Statements.

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions, except share and per share data) (unaudited) Three Months Ended March 31,

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions, except share and per share data) (unaudited) Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Revenue $ 5,628.7 5,052.5 $ 10,753.2 9,768.0

8 unchanged sentences

Equity losses ( 15.4 ) ( 103.5 ) ( 19.1 ) ( 106.1 )

Other income 1.5 0.1

Other income (expense) 9.7 ( 1.2 ) 11.2 ( 1.1 )

Income (loss) before income taxes and noncontrolling interest 105.0 4.0 186.5 ( 7.0 )

1 unchanged sentence

Net income (loss) 84.5 3.2 150.1 ( 5.5 )

Net (loss) income attributable to noncontrolling interest ( 0.5 ) 0.5

Net income (loss) attributable to noncontrolling interest 0.1 0.7 ( 0.4 ) 1.2

Net income (loss) attributable to common shareholders $ 84.4 2.5 $ 150.5 ( 6.7 )

7 unchanged sentences

Comprehensive income attributable to common shareholders $ 62.3 12.5 $ 91.0 30.1

See accompanying notes to Condensed Consolidated Financial Statements.

See accompanying notes to Consolidated Financial Statements.

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Company Shareholders' Equity

11 unchanged sentences

Foreign currency translation adjustments — — — — — — ( 37.7 ) — ( 37.7 )

Decrease in amounts attributable to noncontrolling interest — — — — — — — ( 1.5 ) ( 1.5 )

Decrease in amounts due to noncontrolling interest — — — — — — — ( 1.5 ) ( 1.5 )

March 31, 2024 47,497,345 $ 0.5 1,975.8 5,857.6 ( 10.3 ) ( 901.2 ) ( 628.9 ) 114.1 $ 6,407.6

Net income — — — 84.4 — — — 0.1 84.5

Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 103,674 — ( 8.2 ) ( 0.1 ) — 8.0 — — ( 0.3 )

Stock-based compensation — — 45.7 — — — — — 45.7

Shares held in trust — — — — ( 1.6 ) — — — ( 1.6 )

Repurchase of common stock ( 103,714 ) — — — — ( 20.4 ) — — ( 20.4 )

Foreign currency translation adjustments — — — — — — ( 22.1 ) — ( 22.1 )

Increase in amounts due to noncontrolling interest — — — — — — — 4.9 4.9

June 30, 2024 47,497,305 $ 0.5 2,013.3 5,941.9 ( 11.9 ) ( 913.6 ) ( 651.0 ) 119.1 $ 6,498.3

Accumulated other comprehensive income (loss)

Noncontrolling interest

JONES LANG LASALLE INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

Company Shareholders' Equity

9 unchanged sentences

Foreign currency translation adjustments — — — — — — 26.8 — 26.8

Decrease in amounts attributable to noncontrolling interest — — — — — — — ( 0.7 ) ( 0.7 )

Decrease in amounts due to noncontrolling interest — — — — — — — ( 0.7 ) ( 0.7 )

March 31, 2023 47,609,204 $ 0.5 1,981.3 5,566.7 ( 9.8 ) ( 883.5 ) ( 621.4 ) 121.4 $ 6,155.2

Net income (3)

— — — 2.5 — — — 0.6 3.1

Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 184,068 — ( 2.3 ) ( 1.6 ) — 7.2 — — 3.3

Stock-based compensation — — 36.3 — — — — — 36.3

Shares held in trust — — — — ( 1.8 ) — — — ( 1.8 )

Repurchase of common stock ( 72,322 ) — — — — ( 19.5 ) — — ( 19.5 )

Change in pension liabilities, net of tax — — — — — — ( 1.1 ) — ( 1.1 )

Foreign currency translation adjustments — — — — — — 11.1 — 11.1

Decrease in amounts due to noncontrolling interest — — — — — — — ( 1.8 ) ( 1.8 )

June 30, 2023 47,720,950 $ 0.5 2,015.3 5,567.6 ( 11.6 ) ( 895.8 ) ( 611.4 ) 120.2 $ 6,184.8

Accumulated other comprehensive income (loss)

Noncontrolling interest

See accompanying notes to Condensed Consolidated Financial Statements.

(3) Excludes net income attributable to redeemable noncontrolling interest of $0.1 million for the three months ended June 30, 2023.

See accompanying notes to Consolidated Financial Statements.

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,

(in millions) (unaudited) 2024 2023

4 unchanged sentences

Equity losses 19.1 106.1

Net loss on dispositions — 1.8

Distributions of earnings from investments 7.2 6.0

13 unchanged sentences

Net capital additions – property and equipment ( 81.4 ) ( 88.2 )

Business acquisitions, net of cash acquired ( 39.3 ) ( 13.6 )

Capital contributions to investments ( 41.0 ) ( 66.2 )

8 unchanged sentences

Repurchase of common stock ( 40.4 ) ( 19.5 )

Noncontrolling interest distributions, net ( 1.5 ) —

Noncontrolling interest contributions, net 3.3 —

Other, net ( 26.0 ) ( 24.5 )

11 unchanged sentences

Operating leases 98.6 96.2

See accompanying notes to Condensed Consolidated Financial Statements.

Non-cash activities:

Business acquisitions (including contingent consideration) $ 11.0 —

Deferred business acquisition obligations 5.8 —

See accompanying notes to Consolidated Financial Statements.

JONES LANG LASALLE INCORPORATED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

INTERIM INFORMATION

2 unchanged sentences

Management's Discussion and Analysis of Financial Condition and Results of Operations and to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our 2023 Annual Report on Form 10-K for further discussion of our significant accounting policies and estimates.

Our Condensed Consolidated Financial Statements as of March 31, 2024, and for the periods ended March 31, 2024 and 2023, are unaudited.

In the opinion of management, we have included all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Condensed Consolidated Financial Statements for these interim periods.

As discussed within our 2023 Annual Report on Form 10-K, specific to our Condensed Consolidated Statements of Changes in Equity and Condensed Consolidated Statements of Cash Flows, we have made certain presentation changes and recast prior-period information to conform with the current presentation.

Our Consolidated Financial Statements as of June 30, 2024, and for the periods ended June 30, 2024 and 2023, are unaudited.

In the opinion of management, we have included all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements for these interim periods.

As discussed within our 2023 Annual Report on Form 10-K, specific to our Consolidated Statements of Changes in Equity and Consolidated Statements of Cash Flows, we have made certain presentation changes and recast prior-period information to conform with the current presentation.

Historically, our quarterly revenue and profits have tended to increase from quarter to quarter as the year progresses.

9 unchanged sentences

Changes in the geographic mix of income can impact our estimated effective tax rate.

As a result of the items mentioned above, the results for the periods ended March 31 are not fully indicative of what our results will be for the full fiscal year.

NEW ACCOUNTING STANDARDS

Recently adopted accounting guidance

As a result of the items mentioned above, the results for the periods ended June 30 are not fully indicative of what our results will be for the full fiscal year.

SUBSEQUENT EVENTS & NEW ACCOUNTING STANDARDS

Subsequent events

In August of 2024, we repurchased a loan, which we originated and sold to Fannie Mae, with an unpaid principal balance ("UPB") of $74.25 million.

As this subsequent event represented additional evidence about a matter that existed as of the reporting date, for the period ended June 30, 2024, we recognized $18.0 million within Operating, administrative and other expenses, for the current estimated loss associated with the repurchase in our results.

This impact represents the difference between our estimate of the current fair value of the repurchased loan and the repurchase price, including amounts in excess of the UPB for items such as unpaid interest.

Recently issued accounting guidance

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

12 unchanged sentences

Such out-of-scope revenue is presented below.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2024 2023 2024 2023

1 unchanged sentence

Contract assets and liabilities

Our contract assets, net of allowance, are included in Short-term contract assets and Other assets and our contract liabilities are included in Short-term contract liabilities and deferred income on our Condensed Consolidated Balance Sheets.

The majority of contract liabilities are recognized as revenue within 90 days.

Such contract assets and liabilities are presented below.

(in millions) March 31, 2024 December 31, 2023

(in millions) June 30, 2024 December 31, 2023

Contract assets, gross $ 366.3 402.3

4 unchanged sentences

Remaining performance obligations represent the aggregate transaction price for contracts where our performance obligations have not yet been satisfied.

As of March 31, 2024, the aggregate amount of transaction price allocated to remaining performance obligations represented less than 5 % of our total revenue.

As of June 30, 2024, the aggregate amount of transaction price allocated to remaining performance obligations represented less than 5 % of our total revenue.

In accordance with ASC Topic 606, excluded from the aforementioned remaining performance obligations are (i) amounts attributable to contracts expected to be completed within 12 months and (ii) variable consideration for services performed as a series of daily performance obligations, such as facilities management, property management and LaSalle contracts.

13 unchanged sentences

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.

Adjusted EBITDA does not include (i) Restructuring and acquisition charges, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) Equity earnings/losses for JLL Technologies and LaSalle (v) net non-cash MSR and mortgage banking derivative activity, (vi) Interest expense, net of interest income, (vii) Income tax provision (benefit) and (viii) Depreciation and amortization, which are otherwise included in Net income on the Condensed Consolidated Statements of Comprehensive Income.

In the first quarter of 2024, we revised the definition of Adjusted EBITDA to exclude certain Equity earnings/losses.

Adjusted EBITDA does not include (i) Restructuring and acquisition charges, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) Equity earnings/losses for JLL Technologies and LaSalle, (v) net non-cash MSR and mortgage banking derivative activity, (vi) Interest expense, net of interest income, (vii) Income tax provision (benefit) and (viii) Depreciation and amortization, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.

In the first quarter of 2024, we revised the definition of segment Adjusted EBITDA to exclude certain Equity earnings/losses from investments.

The impact of this revision is limited to the JLL Technologies and LaSalle segments.

Comparable periods have been recast to conform to the revised presentation.

Equity earnings/losses from unconsolidated operating ventures (not investments) remain included in Adjusted EBITDA.

Our CODM is not provided with total asset information by segment and accordingly does not measure or allocate resources based on total assets information.

1 unchanged sentence

Summarized financial information by business segment is as follows.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2024 2023 2024 2023

5 unchanged sentences

Depreciation and amortization (1)

Equity earnings $ 0.4 0.3

$ 16.5 16.5 $ 32.9 32.6

Equity (losses) earnings $ — ( 0.1 ) $ 0.4 0.2

Adjusted EBITDA $ 129.6 99.4 $ 224.9 171.0

20 unchanged sentences

$ ( 10.9 ) ( 1.3 ) $ ( 16.0 ) ( 19.5 )

Equity (losses) earnings $ ( 1.0 ) 4.9

Equity losses $ ( 9.0 ) ( 103.9 ) $ ( 10.0 ) ( 99.0 )

Advisory fees $ 93.1 103.1 $ 185.4 203.6

4 unchanged sentences

Adjusted EBITDA (2)

$ 22.7 34.8 $ 43.7 57.9

Equity losses $ ( 7.3 ) ( 5.1 ) $ ( 11.2 ) ( 13.9 )

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

(2) JLL Technologies and LaSalle Adjusted EBITDA excludes Equity (losses) earnings.

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

Three Months Ended March 31,

(2) JLL Technologies and LaSalle Adjusted EBITDA excludes Equity earnings/losses.

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

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2024 2023 2024 2023

6 unchanged sentences

Restructuring and acquisition charges $ ( 11.5 ) ( 11.8 ) $ ( 13.2 ) ( 47.5 )

Net loss on disposition — ( 1.8 ) — ( 1.8 )

Interest on employee loans, net of forgiveness 1.3 0.9 2.3 0.7

Equity losses - JLL Technologies and LaSalle ( 4.9 ) ( 3.9 )

Equity earnings (losses) - JLL Technologies and LaSalle ( 16.3 ) ( 109.0 ) ( 21.2 ) ( 112.9 )

Net non-cash MSR and mortgage banking derivative activity ( 11.8 ) ( 0.6 ) ( 20.8 ) ( 2.4 )

7 unchanged sentences

2024 Business Combinations Activity

During the three months ended March 31, 2024, there were no strategic acquisitions.

We paid $ 3.1 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

2023 Business Combinations Activity

During the three months ended March 31, 2023, we completed no strategic acquisitions.

We paid $ 13.8 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

During the six months ended June 30, 2024, we completed one strategic acquisition.

This strategic acquisition is presented below.

Acquired Company Quarter of Acquisition Country Primary Segment

SKAE Power Solutions (SKAE) Q2 United States Work Dynamics

Aggregate terms of our acquisitions included:

(i) cash paid at closing of $ 39.3 million, (ii) guaranteed deferred consideration of $ 5.8 million and (iii) contingent earn-out consideration of $ 11.0 million, payable upon satisfaction of certain performance conditions and which we have initially recorded at their respective acquisition date fair value.

A preliminary allocation of purchase consideration resulted in (i) goodwill of $ 40.4 million, (ii) identifiable intangibles of $ 14.9 million and (iii) other net assets (acquired assets less assumed liabilities) of $ 0.8 million.

As of June 30, 2024, we have not completed our analysis to assign fair values to all of the identifiable intangible and tangible assets acquired and, therefore, we may further refine the purchase price allocations for this acquisition during the open measurement period.

During the six months ended June 30, 2024 and 2023, we paid $ 4.9 million and $ 22.0 million, respectively, for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

Earn-Out Payments

($ in millions) March 31, 2024 December 31, 2023

($ in millions) June 30, 2024 December 31, 2023

Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria 13 14

2 unchanged sentences

Long-term earn-out liabilities (fair value) (1)

(1) Included in Other current and Other long-term liabilities on the Condensed Consolidated Balance Sheets.

Assuming the achievement of the applicable performance criteria, we anticipate making these earn-out payments over the next five years.

(1) Included in Other current and Other long-term liabilities on the Consolidated Balance Sheets.

Assuming the achievement of the applicable performance criteria, we anticipate making these earn-out payments over the next four years.

Refer to Note 8, Fair Value Measurements, and Note 11, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.

Goodwill and Other Intangible Assets

Goodwill and unamortized intangibles as of March 31, 2024 consisted of:

(1) goodwill of $ 4,569.1 million, (2) identifiable intangibles of $ 714.0 million amortized over their remaining finite useful lives and (3) $ 48.6 million of identifiable intangibles with indefinite useful lives that are not amortized.

Goodwill and unamortized intangibles as of June 30, 2024 consisted of:

(i) goodwill of $ 4,609.2 million, (ii) identifiable intangibles of $ 695.6 million amortized over their remaining finite useful lives and (iii) $ 48.3 million of identifiable intangibles with indefinite useful lives that are not amortized.

Notable portions of our goodwill and unamortized intangibles are denominated in currencies other than the U.S.

5 unchanged sentences

Impact of exchange rate movements ( 7.6 ) ( 8.5 ) ( 2.3 ) — ( 0.2 ) ( 18.6 )

Balance as of March 31, 2024 $ 1,751.8 1,978.1 535.4 247.7 56.1 $ 4,569.1

Balance as of June 30, 2024 $ 1,751.7 1,977.9 575.8 247.7 56.1 $ 4,609.2

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

2 unchanged sentences

Impact of exchange rate movements 12.5 14.1 3.8 — 0.6 31.0

Balance as of March 31, 2023 $ 1,749.4 1,956.4 534.5 247.7 55.9 $ 4,543.9

Balance as of June 30, 2023 $ 1,755.4 1,982.0 536.4 247.7 56.2 $ 4,577.7

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

5 unchanged sentences

Impact of exchange rate movements — ( 2.5 ) ( 2.5 )

Balance as of March 31, 2024 $ 818.4 534.8 $ 1,353.2

Balance as of June 30, 2024 $ 820.5 549.3 $ 1,369.8

Accumulated Amortization

4 unchanged sentences

Impact of exchange rate movements — 0.6 0.6

Balance as of March 31, 2024 $ ( 331.0 ) ( 259.6 ) $ ( 590.6 )

Net book value as of March 31, 2024 $ 487.4 275.2 $ 762.6

Balance as of June 30, 2024 $ ( 349.7 ) ( 276.2 ) $ ( 625.9 )

Net book value as of June 30, 2024 $ 470.8 273.1 $ 743.9

(1) Included in this amount for MSRs was $ 4.2 million 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 Condensed Consolidated Statements of Comprehensive Income.

(in millions) MSRs Other Intangibles Total

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

(in millions) MSRs Other Intangibles Consolidated

Gross Carrying Amount

3 unchanged sentences

Impact of exchange rate movements — 2.1 2.1

Balance as of March 31, 2023 $ 755.6 557.9 $ 1,313.5

Balance as of June 30, 2023 $ 772.6 547.5 $ 1,320.1

Accumulated Amortization

4 unchanged sentences

Impact of exchange rate movements — ( 0.7 ) ( 0.7 )

Balance as of March 31, 2023 $ ( 259.3 ) ( 221.1 ) $ ( 480.4 )

Net book value as of March 31, 2023 $ 496.3 336.8 $ 833.1

Balance as of June 30, 2023 $ ( 276.5 ) ( 222.5 ) $ ( 499.0 )

Net book value as of June 30, 2023 $ 496.1 325.0 $ 821.1

(1) Included in this amount for MSRs was $ 6.8 million 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 Condensed Consolidated Statements of Comprehensive Income.

Summarized investment balances as of March 31, 2024 and December 31, 2023 are presented in the following table.

(in millions) March 31, 2024 December 31, 2023

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

Summarized investment balances as of June 30, 2024 and December 31, 2023 are presented in the following table.

(in millions) June 30, 2024 December 31, 2023

JLL Technologies investments $ 404.5 397.6

3 unchanged sentences

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 49 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 $ 332.7 million and $ 12.5 million as of March 31, 2024 for our LaSalle Investment Management business and JLL Technologies, respectively.

Of the $ 332.7 million related to LaSalle, while we remain contractually obligated, we do not expect a call on the $ 60.3 million relating to a specific investment since the underlying fund moved into its liquidation phase in January 2020.

There were no significant other-than-temporary impairment charges on investments for the three months ended March 31, 2024 and 2023.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $ 254.7 million and $ 11.7 million as of June 30, 2024 for our LaSalle Investment Management business and JLL Technologies, respectively.

LaSalle Investment Management’s potential unfunded commitments decline in the second quarter of 2024 was primarily due to the legal release of a $ 60.3 million remaining unfunded commitment in a specific underlying fund.

There were no significant other-than-temporary impairment charges on investments for the six months ended June 30, 2024 and 2023.

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 Condensed Consolidated Statements of Comprehensive Income within Equity losses.

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/losses.

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

5 unchanged sentences

Foreign currency translation adjustments, net ( 10.6 ) 5.4

Fair value investments as of March 31, $ 743.8 825.5

(1) In the first quarter of 2024, $ 3.2 million in Notes receivable, inclusive of accrued interest, converted to an unconsolidated equity investment.

There were no conversions in the prior year quarter.

Fair value investments as of June 30, $ 744.7 802.5

(1) During the six months ended June 30, 2024 and 2023, $ 8.4 million and $ 63.8 million, respectively, in Notes receivable, inclusive of accrued interest, converted to unconsolidated equity investments.

See Note 8, Fair Value Measurements, for additional discussion of our investments reported at fair value.

5 unchanged sentences

(in 000's) Weighted Average

Fair Value Weighted Average

Contractual Life

Unvested as of December 31, 2023

Unvested as of March 31, 2024

776.0 343.5 1,119.5 $ 172.40

2 unchanged sentences

Forfeited ( 8.9 ) — ( 8.9 ) 173.86

Unvested as of June 30, 2024

1,098.1 511.4 1,609.5 $ 180.52

Unvested as of March 31, 2023

688.4 316.4 1,004.8 $ 192.36

Granted 345.2 151.8 497.0 137.67

Vested ( 15.1 ) — ( 15.1 ) 131.67

Forfeited ( 15.1 ) ( 4.6 ) ( 19.7 ) 186.15

Unvested as of June 30, 2023

1,003.4 463.6 1,467.0 $ 174.54

(in 000's) PSU Shares

(in 000's) Total Shares

(in 000's) Weighted Average

Unvested as of December 31, 2023

3 unchanged sentences

Forfeited ( 31.5 ) ( 6.5 ) ( 38.0 ) 172.57

Unvested as of March 31, 2023

Unvested as of June 30, 2024

1,098.1 511.4 1,609.5 $ 180.52

As of March 31, 2024, we had $ 61.0 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate recognizing over varying periods into 2027.

Unvested as of December 31, 2022

841.3 567.0 1,408.3 $ 170.78

Granted 345.2 182.8 528.0 136.13

Vested ( 160.7 ) ( 257.2 ) ( 417.9 ) 116.49

Forfeited ( 22.4 ) ( 29.0 ) ( 51.4 ) 148.89

Unvested as of June 30, 2023

1,003.4 463.6 1,467.0 $ 174.54

As of June 30, 2024, we had $ 126.9 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we expect to be recognized over a weighted average period of 1.5 years.

FAIR VALUE MEASUREMENTS

10 unchanged sentences

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

(in millions) March 31, 2024 December 31, 2023

(in millions) June 30, 2024 December 31, 2023

Long-term debt, fair value $ 789.0 798.1

2 unchanged sentences

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 Condensed Consolidated Statements of Comprehensive Income within Equity losses.

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/losses.

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.

1 unchanged sentence

We did not consider any adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate.

As of March 31, 2024 and December 31, 2023, investments at fair value using NAV were $ 325.1 million and $ 321.8 million, respectively.

As of June 30, 2024 and December 31, 2023, investments at fair value using NAV were $ 332.7 million and $ 321.8 million, respectively.

As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table.

1 unchanged sentence

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.

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

12 unchanged sentences

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 our Condensed Consolidated Statements of Comprehensive Income within Equity losses.

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

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.

3 unchanged sentences

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.

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

Foreign Currency Forward Contracts

4 unchanged sentences

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

(in billions) March 31, 2024 December 31, 2023

(in billions) June 30, 2024 December 31, 2023

Foreign currency forward contracts, gross notional value $ 1.90 2.07

2 unchanged sentences

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

(in millions) March 31, 2024 December 31, 2023

(in millions) June 30, 2024 December 31, 2023

Net asset, receivable positions $ 1.4 15.2

5 unchanged sentences

Warehouse Receivables

As of March 31, 2024 and December 31, 2023, all of our Warehouse receivables were under commitment to be purchased by government-sponsored enterprises ("GSEs") or by a qualifying investor as part of a U.S.

As of June 30, 2024 and December 31, 2023, all of our Warehouse receivables were under commitment to be purchased by government-sponsored enterprises ("GSEs") or by a qualifying investor as part of a U.S.

government or GSE mortgage-backed security program.

2 unchanged sentences

employees that allows them to defer portions of their compensation.

We recorded this plan on our Condensed 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.

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) March 31, 2024 December 31, 2023

(in millions) June 30, 2024 December 31, 2023

Deferred compensation plan assets $ 639.8 604.3

8 unchanged sentences

The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).

(in millions)

(in millions) Balance as of March 31, 2024 Net change in fair value Foreign CTA (1)

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

Balance as of June 30, 2024

Investments $ 369.7 ( 9.3 ) ( 0.1 ) 2.3 — 5.2 $ 367.8

Mortgage banking derivative assets and liabilities, net 18.9 19.5 — 22.3 ( 29.0 ) — 31.7

Earn-out liabilities 46.7 ( 2.1 ) — 11.0 ( 1.7 ) ( 0.2 ) 53.7

(in millions) Balance as of March 31, 2023 Net change in fair value Foreign CTA (1)

Purchases / Additions Settlements Transfers in (2)

Balance as of June 30, 2023

Investments $ 466.5 ( 103.9 ) 0.7 11.0 — 63.8 $ 438.1

Mortgage banking derivative assets and liabilities, net 12.8 43.9 — 37.4 ( 35.0 ) — 59.1

Earn-out liabilities 73.1 ( 0.6 ) — — ( 8.2 ) — 64.3

(in millions) Balance as of December 31, 2023 Net change in fair value Foreign CTA (1)

Purchases / Additions Settlements Transfers in Balance as of March 31, 2024

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

Balance as of June 30, 2024

Investments $ 367.3 ( 10.4 ) ( 0.3 ) 2.8 — 8.4 $ 367.8

2 unchanged sentences

(in millions) Balance as of December 31, 2022 Net change in fair value Foreign CTA (1)

Purchases / Additions Settlements Balance as of March 31, 2023

Purchases / Additions Settlements Transfers in (2)

Balance as of June 30, 2023

Investments $ 452.0 ( 99.0 ) 1.2 20.1 — 63.8 $ 438.1

2 unchanged sentences

Currency translation adjustments

(2) Transfers in for Investments:

Notes receivable (inclusive of accrued interest) converted to unconsolidated equity investments and were classified as a Level 3 investment immediately.

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

Category of Assets/Liabilities using Unobservable Inputs Condensed Consolidated Statements

Category of Assets/Liabilities using Unobservable Inputs Consolidated Statements

of Comprehensive Income Account Caption

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

Investments Equity losses

Investments Equity earnings/losses

Other current assets - Mortgage banking derivative assets Revenue

4 unchanged sentences

Our determination of fair value primarily relies on Level 3 inputs.

We did not recognize any significant investment-level impairment losses during either of the three months ended March 31, 2024 or 2023.

We did not recognize any significant investment-level impairment losses during either of the six months ended June 30, 2024 or 2023.

See Note 6, Investments, for additional information, including information related to impairment charges recorded at the investee level.

Debt is composed of the following obligations.

($ in millions) March 31, 2024 December 31, 2023

($ in millions) June 30, 2024 December 31, 2023

Local overdraft facilities $ 23.3 13.4

6 unchanged sentences

Long-term senior notes, 2.21 %, face amount of € 175.0 , due June 2029, net of debt issuance costs of $ 0.5 and $ 0.6

Total debt $ 2,276.2 1,537.8

Total debt, net of debt issuance costs $ 2,156.2 1,537.8

Credit Facilities

We have a $ 3.3 billion unsecured revolving credit facility (the "Facility") that matures on November 3, 2028.

Pricing on the Facility ranges from Adjusted Term Secured Overnight Financing Rate ("SOFR") plus 0.875% to 1.35% , with pricing including facility fees, as of March 31, 2024 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 March 31, 2024 and December 31, 2023.

Pricing on the Facility ranges from Adjusted Term Secured Overnight Financing Rate ("SOFR") plus 0.875% to 1.35% , with pricing including facility fees, as of June 30, 2024 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 June 30, 2024 and December 31, 2023.

In addition, we have an uncommitted credit agreement (the "Uncommitted Facility"), which allows for discretionary short-term liquidity of up to $ 400.0 million.

1 unchanged sentence

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 had no outstanding balance as of both March 31, 2024 and December 31, 2023.

As such, the Uncommitted Facility had no outstanding balance as of both June 30, 2024 and December 31, 2023.

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

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

($ in millions) 2024 2023 2024 2023

5 unchanged sentences

Amounts outstanding are presented in the debt table above.

As of March 31, 2024, our issuer and senior unsecured ratings are investment grade:

As of June 30, 2024, our issuer and senior unsecured ratings are investment grade:

Baa1 from Moody’s Investors Service, Inc.

and BBB+ from Standard & Poor’s Ratings Services.

Commercial Paper Program

On June 27, 2024, we established a commercial paper program (the “Program”) in which we may issue up to $ 2.5 billion of short-term, unsecured and unsubordinated commercial paper notes at any time, under the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time.

Payment of the Program notes will be fully and unconditionally guaranteed on an unsecured and unsubordinated basis.

We intend to use net proceeds of the Program for general corporate purposes, including the repayment of outstanding borrowings under the Facility.

Notes issued under the Program will be sold under customary market terms in the U.S.

commercial paper market at par less a discount representing an interest factor or, if interest bearing, at par.

The maturities of the Program notes may vary but may not exceed 397 days from the date of issuance.

The Program notes and guarantee of payment thereof will rank pari passu with all other unsecured and unsubordinated indebtedness.

As of the end of June 30, 2024, we have not issued any notes under the Program.

Our Facility and senior notes are subject to customary financial and other covenants, including cash interest coverage ratios and leverage ratios, as well as event of default conditions.

We remained in compliance with all covenants as of March 31, 2024.

We remained in compliance with all covenants as of June 30, 2024.

Warehouse Facilities

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

($ in millions) Outstanding Balance Maximum Capacity Outstanding Balance Maximum Capacity

12 unchanged sentences

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

(2) In July 2024, we extended the term of the Warehouse facility to October 24, 2024.

(3) As Soon As Pooled ("ASAP") funding program

2 unchanged sentences

Pursuant to these facilities, we are required to comply with certain financial covenants regarding (i) minimum net worth, (ii) minimum servicing-related loans and (iii) minimum adjusted leverage ratios.

We remained in compliance with all covenants under our facilities as of March 31, 2024.

We remained in compliance with all covenants under our facilities as of June 30, 2024.

COMMITMENTS AND CONTINGENCIES

4 unchanged sentences

We contract third-party insurance companies to provide coverage of risk in excess of this amount.

When a potential loss event occurs, we estimate the ultimate cost of the claim and accrue the amount in Other current and long-term liabilities on our Condensed Consolidated Balance Sheets when probable and estimable.

When a potential loss event occurs, we estimate the ultimate cost of the claim and accrue the amount in Other current and long-term liabilities on our Consolidated Balance Sheets when probable and estimable.

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

In total, these receivables were $ 2.5 million as of both March 31, 2024 and December 31, 2023, and are included in Notes and other receivables on our Condensed Consolidated Balance Sheets.

There was no such receivable recorded as of June 30, 2024.

As of December 31, 2023, a receivable of $ 2.5 million was included in Notes and other receivables on our Consolidated Balance Sheet.

The following table shows the professional indemnity accrual activity and related payments.

4 unchanged sentences

Claims paid ( 7.2 )

March 31, 2024 $ 7.2

June 30, 2024 $ 2.8

December 31, 2022 $ 2.2

2 unchanged sentences

Claims paid —

March 31, 2023 $ 2.3

June 30, 2023 $ 6.9

Delegated Underwriting and Servicing ("DUS") Program Loan Loss-Sharing

2 unchanged sentences

Generally, we share approximately one-third of incurred losses, subject to a cap of 20% of the principal balance of the mortgage at origination.

As of March 31, 2024 and December 31, 2023, we had loans, funded and sold, subject to such loss-sharing arrangements with an aggregate unpaid principal balance of $ 21.4 billion and $ 20.8 billion, respectively.

As of June 30, 2024 and December 31, 2023, we had loans, funded and sold, subject to such loss-sharing arrangements with an aggregate unpaid principal balance of $ 21.8 billion and $ 20.8 billion, respectively.

For all DUS program loans with loss-sharing obligations, we record a non-contingent liability equal to the estimated fair value of the guarantee obligations undertaken upon sale of the loan, which reduces our gain on sale of the loan.

Subsequently, this liability is amortized over the estimated life of the loan and recognized as Revenue on the Condensed Consolidated Statements of Comprehensive Income.

As of March 31, 2024 and December 31, 2023, the loss-sharing guarantee obligations were $ 31.6 million and $ 30.9 million, respectively, and are included in Other liabilities on our Condensed Consolidated Balance Sheets.

There were no loan losses incurred during the three months ended March 31, 2024 and 2023.

Subsequently, this liability is amortized over the estimated life of the loan and recognized as Revenue on the Consolidated Statements of Comprehensive Income.

As of June 30, 2024 and December 31, 2023, the loss-sharing guarantee obligations were $ 30.6 million and $ 30.9 million, respectively, and are included in Other liabilities on our Consolidated Balance Sheets.

There were no loan losses incurred during the six months ended June 30, 2024 and 2023.

The loss-sharing aspect of the program represents an off-balance sheet credit exposure.

We record a separate contingent reserve for this risk calculated on an individual loan level.

As of March 31, 2024 and December 31, 2023, the loan loss guarantee reserve was $ 24.9 million and $ 23.4 million, respectively, and is included within Other liabilities on our Condensed Consolidated Balance Sheets.

As of June 30, 2024 and December 31, 2023, the loan loss guarantee reserve was $ 26.4 million and $ 23.4 million, respectively, and is included within Other liabilities on our Consolidated Balance Sheets.

RESTRUCTURING AND ACQUISITION CHARGES

3 unchanged sentences

Restructuring and acquisition charges are presented in the table below.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2024 2023 2024 2023

4 unchanged sentences

Restructuring and acquisition charges $ 11.5 11.8 $ 13.2 47.5

We expect nearly all expenses related to (i) severance and other employment-related charges and (ii) restructuring, pre-acquisition and post-acquisition charges as of March 31, 2024 will be paid during the next twelve months.

We expect nearly all expenses related to (i) severance and other employment-related charges and (ii) restructuring, pre-acquisition and post-acquisition charges as of June 30, 2024 will be paid during the next twelve months.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

1 unchanged sentence

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total

Balance as of March 31, 2024 $ ( 63.5 ) ( 565.4 ) $ ( 628.9 )

Other comprehensive loss before reclassification

— ( 22.1 ) ( 22.1 )

Amounts reclassified from AOCI after tax expense of

$ -, $ - and $ -

Other comprehensive loss after tax expense of $ - , $ - and $ -

— ( 22.1 ) ( 22.1 )

Balance as of June 30, 2024 $ ( 63.5 ) ( 587.5 ) $ ( 651.0 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total

Balance as of March 31, 2023 $ ( 64.2 ) ( 557.2 ) $ ( 621.4 )

Other comprehensive (loss) income before reclassification

( 1.1 ) 11.1 10.0

Amounts reclassified from AOCI after tax expense of

$ - , $ - and $ - — — —

Other comprehensive (loss) income after tax expense of $ - , $ - and $ -

( 1.1 ) 11.1 10.0

Balance as of June 30, 2023 $ ( 65.3 ) ( 546.1 ) $ ( 611.4 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total

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

Other comprehensive income (loss) before reclassification

0.3 ( 59.8 ) ( 59.5 )

Amounts reclassified from AOCI after tax expense of

1 unchanged sentence

Other comprehensive income (loss) after tax expense of $ - , $ - and $ -

Balance as of March 31, 2024 $ ( 63.5 ) ( 565.4 ) $ ( 628.9 )

0.3 ( 59.8 ) ( 59.5 )

Balance as of June 30, 2024 $ ( 63.5 ) ( 587.5 ) $ ( 651.0 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total

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

Other comprehensive income before reclassification — 26.8 26.8

Other comprehensive (loss) income before reclassification

( 1.1 ) 37.9 36.8

Amounts reclassified from AOCI after tax expense of

$ - , $ - and $ - — — —

Other comprehensive income after tax expense of $ - , $ - and $ - — 26.8 26.8

Balance as of March 31, 2023 $ ( 64.2 ) ( 557.2 ) $ ( 621.4 )

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

Other comprehensive (loss) income after tax expense of $ - , $ - and $ -

( 1.1 ) 37.9 36.8

Balance as of June 30, 2023 $ ( 65.3 ) ( 546.1 ) $ ( 611.4 )

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.

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-Q

Item 1. Financial Statements