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Item 1A. Risk Factors

2025-02-19 compared with 2024-02-27 · 97 added, 86 removed, 290 unchanged (39% of the section changed)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

WE MAY FACE CHALLENGES IN RETAINING OUR SENIOR MANAGEMENT, MAINTAINING OUR WORKFORCE CULTURE, AND ATTRACTING AND DEVELOPING QUALIFIED EMPLOYEES.

Our success largely depends on the expertise of our senior management team and key personnel who possess extensive knowledge of our business and strategy, as well as colleagues critical to developing and retaining client relationships.

The competitive nature of our industry presents ongoing challenges for retaining and attracting skilled personnel with relevant industry experience and knowledge.

As we continue to grow and expand our workforce, these challenges may intensify.

Regional and national labor policies, which can be difficult to predict, may indirectly impact our ability to retain and attract key personnel.

Our ability to achieve our strategic vision, maintain business continuity, and ensure high-quality client service depends on successfully identifying, attracting, developing, and retaining talent in key positions, as well as maintaining a strong pipeline of successors for important management roles.

Failure to do so could disrupt our business, impact revenues, increase costs, and affect staff morale.

As technology and market demands shift, we recognize the need to continuously upskill and reskill our workforce to maintain our competitiveness and efficiency.

Failing to address this need promptly could affect our ability to adapt to changing market conditions.

Clearly defining and championing our organizational values and expectations is crucial for fostering employee engagement and reducing turnover.

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

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

Health, safety and security is a prominent part of our Beyond strategy, which is why we have taken steps to implement what we believe are strong operational health and safety controls.

Our goal is to ensure those we work and interact with are unharmed by our operations.

Health, safety and security is a prominent part of our purpose and values, which is why we have taken steps to implement what we believe are strong operational health and safety controls.

Our goal is to ensure those with whom we work and interact are unharmed by our operations.

We have a multi-disciplinary safety management structure, with executive sponsorship, aimed at managing existing and emerging health and safety risks, and achieving continuous improvement.

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

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

WE FACE BUSINESS DISRUPTION AND RELATED RISKS RESULTING FROM HEALTH EPIDEMICS.

Health epidemics that affect the general conduct of business in one or more urban areas (including as the result of travel restrictions and the inability to conduct face-to-face meetings) have occurred in the past, for example from influenza or COVID-19, and may occur in the future from other types of outbreak.

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

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

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

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

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

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

In addition, we collect personal information and other data as part of our business processes and activities.

This data is subject to a variety of U.S.

and foreign laws and regulations, including oversight by various regulatory or other governmental bodies.

The European Union General Data Protection Regulation, for example, imposes stringent data protection requirements and provides significant penalties for noncompliance.

The European Union ("EU") General Data Protection Regulation, for example, imposes stringent data protection requirements and provides significant penalties for noncompliance.

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

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

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

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

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

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

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

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

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

IMPACT OF HYBRID WORK, LOWER OFFICE REAL ESTATE OCCUPANCY RATES, AND EVOLVING REAL ESTATE TRENDS COULD ADVERSELY AFFECT OUR BUSINESS AND IMPACT OUR TRADITIONAL SERVICE OFFERINGS.

The continued evolution of remote and hybrid work models, coupled with changing attitudes toward commercial real estate, may pose risks to our business

As companies transition to, or away from, hybrid work models, the demand for traditional office spaces may be impacted.

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

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

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

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

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

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

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

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

WITH RESPECT TO LOANS WE ORIGINATE AND SERVICE, WE FACE THE RISK OF POTENTIAL BREACHES OF REPRESENTATIONS AND WARRANTIES, WHICH MAY HAVE A MATERIAL IMPACT ON OUR BUSINESS.

Our loan origination and servicing activities include participating in the Fannie Mae DUS and Freddie Mac Optigo loan programs, among others, which require us to provide representations and warranties regarding the loans we originate.

These representations and warranties relate to various aspects such as the accuracy of information provided, compliance with underwriting and eligibility requirements, and adherence to program guidelines.

There is a risk that representations and warranties in connection with these programs may be breached, either inadvertently or due to unforeseen circumstances.

Underlying reasons for such breaches may include inaccurate, incomplete or fraudulent information provided by borrowers or third parties, errors in documentation, changes in program guidelines, or changes in the regulatory environment.

If a breach of representations and warranties occurs in loans originated or serviced by us, we may be exposed to various risks, including:

contractual obligations to repurchase loans (inclusive of the outstanding principal amount of the loan, accrued interest, and associated expenses) resulting in financial losses;

obligations to indemnify for losses or, for loans originated under the DUS program, increase the loss-sharing;

legal actions or regulatory or other penalties imposed by Fannie Mae, Freddie Mac, or other governing bodies that could result in reputational damage, financial penalties, increased compliance requirements, or restrictions on our ability to participate in future loan programs;

and other outcomes that could result in financial losses or impairment of assets, impacting our financial performance, profitability, and cash flows.

Given the inherent risks associated with loan origination and servicing activities, particularly in highly-regulated programs such as Fannie Mae DUS and Freddie Mac Optigo, we maintain underwriting and due diligence processes, compliance procedures, and risk mitigation measures to minimize the likelihood of breaches, though such measures may not always be fully effective in mitigating all risks, especially in the case of breaches tied to the actions of borrowers or third parties, from whom recovery may be limited.

Strategic Risk Factors

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

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

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

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

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

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

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

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

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

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

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WE MAY FACE CHALLENGES IN ADAPTING TO AND LEVERAGING RAPIDLY EVOLVING TECHNOLOGIES, INCLUDING ARTIFICIAL INTELLIGENCE, WHICH COULD IMPACT OUR COMPETITIVE POSITION AND FINANCIAL PERFORMANCE.

The real estate industry continues to be transformed by artificial intelligence (“AI”), including generative AI, advanced analytics, and other emerging technologies.

As the sector increasingly embraces data-driven decision-making, our ability to effectively manage and utilize big data and AI tools is crucial for maintaining our competitive edge.

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

Our increasing reliance on AI technology introduces various risks, including dependency on the accuracy and reliability of AI-generated outputs, potential for data privacy and security breaches, and challenges in complying with rapidly-evolving AI regulations across multiple jurisdictions.

We also face potential workforce disruption and the need for reskilling, risk of intellectual property infringement or disputes, and unforeseen consequences of AI decision-making in real estate transactions and valuations.

While we have implemented policies and safeguards governing the use of AI technology and protection of our intellectual property and sensitive information, we cannot guarantee complete adherence by our employees, contractors, or other agents.

The misuse or improper implementation of AI could lead to erroneous decisions, biased outcomes, regulatory fines, or reputational damage.

The legal and regulatory landscape surrounding AI also is rapidly evolving.

Navigating these changes may require significant resources to ensure compliance with both U.S.

laws, potentially impacting our operations and financial performance.

As AI capabilities continue to advance, we may face challenges in maintaining the relevance and competitiveness of our traditional service offerings, balancing AI-driven efficiencies with the need for human expertise in complex real estate decisions, managing client and public perceptions regarding our use of AI in service delivery, and attracting and retaining talent with the necessary skills to develop and manage AI systems.

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

Additionally, as AI technology continues to evolve rapidly, other unforeseen risks may emerge that could adversely affect our business, financial condition, and results of operations.

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

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

GEOPOLITICAL VOLATILITY COULD ADVERSELY AFFECT OUR BUSINESS.

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

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

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

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

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

GEOPOLITICAL VOLATILITY AND TRADE TENSIONS, INCLUDING THE IMPOSITION OF TARIFFS, COULD ADVERSELY AFFECT OUR BUSINESS.

As a global company operating in over 80 countries with varying degrees of political and economic stability and transparency, we are exposed to risks arising from geopolitical volatility and conflicts.

The ongoing and evolving nature of global tensions, including but not limited to the Russia-Ukraine conflict, the Israel-Hamas war, and increasing frictions between major global powers, continues to introduce significant risks that could materially affect our operations, financial performance, and the overall global economy.

These geopolitical risks include political instability, armed conflicts, territorial disputes, terrorism, civil unrest, trade tensions, sanctions, and changes in government policies or regulations, including immigration policies.

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

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

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

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

The imposition of tariffs on construction materials, technology products, and other goods essential to the real estate industry, particularly affects our workplace management and project and development services businesses.

This can impact demand for our services, lead to supply chain disruptions, and potentially cause delays or shortages in materials needed for real estate design and development projects we oversee.

The threat or imposition of new tariffs may create uncertainty in real estate markets, potentially leading to delayed investment decisions and lengthened sales cycles for our services.

Tariffs imposed by one country often lead to retaliatory measures by others, potentially escalating into trade wars with broad economic impacts affecting real estate markets globally.

Navigating the complex and rapidly changing landscape of international trade regulations and tariffs requires resources and expertise, increasing our operational costs and compliance risks.

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

Failure to effectively manage and mitigate these risks, particularly those related to trade tensions and tariffs, could result in increased operational costs, reduced demand for our services, difficulty accessing markets, disruptions to our operations, or damage to our reputation and financial performance.

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

We continue to monitor these developments closely and adapt our strategies to mitigate their impact on our global operations and client relationships.

However, the unpredictable nature of geopolitical events and trade policies means that we cannot fully insulate our business from these risks.

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

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

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

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

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

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

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

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

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To the extent we are not able to identify and adjust for changes in expectations, or we are confronted with negative conditions that disproportionately impact the fourth quarter of a calendar year, we could experience a material adverse effect on our financial performance.

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

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

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

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

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Legal, Compliance and Regulatory Risk Factors

Legal and compliance risk relates to risks arising from the government and regulatory environment and action, and legal proceedings and compliance with integrity policies and procedures.

Legal and compliance risk relates to risks arising from the government and regulatory environment and action, legal proceedings, and compliance with integrity policies and procedures.

Government and regulatory risks include the risk that government or regulatory actions will impose additional cost on us or cause us to have to change our business models or practices.

COMPLIANCE WITH MULTIPLE AND POTENTIALLY CONFLICTING LAWS AND REGULATIONS AND DEALING WITH CHANGES IN LEGAL AND REGULATORY REQUIREMENTS MAY BE DIFFICULT, BURDENSOME AND/OR EXPENSIVE.

COMPLIANCE WITH MULTIPLE AND POTENTIALLY CONFLICTING LAWS AND REGULATIONS, INCLUDING SANCTIONS AND ANTI-MONEY LAUNDERING REQUIREMENTS, AND DEALING WITH CHANGES IN LEGAL AND REGULATORY REQUIREMENTS MAY BE DIFFICULT, BURDENSOME AND/OR EXPENSIVE.

We face a broad range of legal and regulatory environments in the countries in which we do business and identifying and complying with these regulations is complex.

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

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

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

We are subject to evolving and increasingly complex sanctions regimes and anti-money laundering (“AML”) regulations.

As a global company, we must navigate a web of international sanctions imposed by various jurisdictions, including the U.S., EU and UK.

These trade sanctions can target countries, entities, individuals, sectors, and designated goods, and they can change rapidly in response to geopolitical events.

Failure to comply with applicable trade sanctions could result in severe penalties, including substantial fines, loss of business licenses, and reputational damage.

Similarly, AML regulations require us to implement “know your customer” (KYC) procedures and report suspicious transactions.

The global nature of our business, particularly in real estate transactions and investment management, exposes us to the risk of inadvertently facilitating money laundering or terrorist financing.

Penalties for AML violations can be severe, including criminal prosecution of the company and individual employees.

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

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

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

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The jurisdictional reach of laws may be unclear as well, such as when laws in one country purport to regulate the behavior of our subsidiaries or affiliates operating in another country.

We are also seeing increasing levels of labor regulation in emerging markets, such as China, which affect many of our businesses.

Our global operations must comply with all applicable anti-corruption laws, including the U.S.

Foreign Corrupt Practices Act and the U.K.

Foreign Corrupt Practices Act and the UK Bribery Act.

These anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage.

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laws and regulations govern the provision of products and services to, and of other trade-related activities involving, certain targeted countries and parties.

As a result, we have had longstanding policies and procedures to restrict or prohibit sales of our services into countries subject to embargoes and sanctions, or to countries designated as state sponsors of terrorism, such as Iran.

In conjunction with such policies, we have also implemented certain procedures to evaluate whether existing or potential clients appear on the "Specially Designated Nationals and Blocked Persons List" maintained by OFAC.

However, the complexity and rapid changes in sanctions regimes mean that we may inadvertently engage with sanctioned entities or individuals.

Changes in governments or majority political parties may result in significant changes in enforcement priorities with respect to employment, health and safety, tax, securities disclosure and other regulations, which, in turn, could negatively affect our business.

The increasing focus on ESG factors by regulators in many geographies may also lead to new compliance requirements and potential liabilities.

To address these risks, we continually invest in our compliance programs, including our sanctions screening and AML procedures.

However, the global scale of our operations and the complexity of the regulatory landscape mean that we cannot guarantee full compliance at all times.

Any failure to comply with applicable laws and regulations, particularly those related to sanctions, anti-corruption laws and AML, could result in significant financial penalties, criminal sanctions, and severe reputational damage.

WE ARE SUBJECT TO COMPLEX AND EVOLVING LICENSING AND REGULATORY REQUIREMENTS.

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

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

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

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

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

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

In Brazil, employees risk jail sentences as well as fines in connection with pollution incidents.

In September 2020, China announced a commitment to be carbon neutral by 2060.

China has set ambitious climate goals, including achieving carbon neutrality by 2060, and has implemented various policies and regulations to support these objectives.

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

New environmental

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

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

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

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

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

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

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

Additionally, as climate-related regulations and reporting requirements continue to evolve globally, we may face challenges in maintaining compliance across all jurisdictions in which we operate, potentially leading to increased operational costs and complexity in our reporting process.

Financial Risk Factors

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VOLATILITY IN TRANSACTIONAL-BASED REVENUE MAY IMPACT OUR PROFITABILITY.

We have product offerings, such as leasing and capital markets activities including investment sales and debt advisory, that generate fees based on the timing, size and pricing of closed transactions, and these fees may significantly contribute to our earnings and to changes in earnings from one quarter or year to the next.

We have product offerings, such as leasing and capital markets activities including investment sales and debt advisory, that generate fees based on the timing, size and pricing of closed transactions, and these fees may significantly contribute to our net income and to changes in earnings from one quarter or year to the next.

Volatility in this component of our earnings is inevitable due to the nature of these businesses and the amount of the fees we will recognize in future quarters is inherently unpredictable.

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Our revenue from outside of the United States approximated 39% of our total revenue for 2024.

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

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relative to the U.S.

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

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

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As of the date of this filing, our debt ratings remain investment grade, but there can be no assurance we will not be downgraded or that any of our ratings will remain investment grade in the future.

If our credit ratings are downgraded or other negative action is taken, we could be required, among other things, to pay additional interest on certain of our senior notes.

Credit rating reductions by one or more rating agencies could also adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow.

If our credit ratings are downgraded or other negative action is taken, by one or more rating agencies, this could adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow.

ADVERSE DEVELOPMENTS IN THE CREDIT MARKETS MAY IMPACT OUR ABILITY TO OBTAIN NEW CREDIT COMMITMENTS ON FAVORABLE TERMS AND INCREASE OUR EXPOSURE TO FINANCIAL RISKS OF COUNTERPARTIES WITH WHOM WE CONDUCT BUSINESS.

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

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

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

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

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

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

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

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access to credit.

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

While supply-chain pressures have eased somewhat since 2022, ongoing challenges persist, potentially impacting our ability to deliver goods and services to our clients and affecting the resultant costs in doing so.

In 2023 and early 2024, we continued to observe the effects of a global economic slowdown, partly driven by sustained high interest rates aimed at tackling inflation.

The risk of market volatility and fluctuating real estate asset values could create liquidity issues for our counterparties and/or lead to tightened lending conditions, which may negatively affect our cash flow and access to credit.

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

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

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

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

It is also possible that some governments will make significant changes to their tax policies in response to factors such as budgetary needs, feedback from the business community and the public view on applicable tax planning activities.

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

What changed 10-K

Item 1A. Risk Factors