What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-19 compared with 2024-02-27 · 217 added, 185 removed, 1221 unchanged (25% of the section changed)

34 unchanged sentences

As described in Notes 2 and 8 to the consolidated financial statements, the Company recorded a provision for income taxes of $132.5 million for the year ended December 31, 2024 based on local tax rules and regulations for the tax jurisdictions in which they operate.

The Company has operations which constitute a taxable income presence in 93 countries or other taxable jurisdictions outside of the U.S.

The Company has operations which constitute a taxable income presence in over 90 countries or other taxable jurisdictions outside of the U.S.

We identified the evaluation of the sufficiency of audit evidence over income tax expense as a critical audit matter.

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Short-term contract assets, net of allowance of $ 1.6 and $ 1.6

Prepaid and other 567.4 603.5

Restricted cash, prepaid and other 651.3 567.4

Total current assets 7,478.5 6,857.0

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Short-term borrowings 153.8 147.9

Commercial paper, net of debt issuance costs of $ 0.7 and $ —

Short-term contract liabilities and deferred income 203.8 226.4

Short-term acquisition-related obligations 19.6 23.1

Warehouse facilities 841.0 662.7

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Credit facility, net of debt issuance costs of $ 11.4 and $ 14.4

610.6 1,213.8

Long-term debt, net of debt issuance costs of $ 6.4 and $ 8.1

1 unchanged sentence

Deferred compensation 665.4 580.0

Long-term acquisition-related obligations 51.1 76.3

Long-term operating lease liabilities 748.8 754.5

1 unchanged sentence

Total liabilities 9,868.7 9,654.9

Redeemable noncontrolling interest — 7.0

Company shareholders' equity:

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Total equity 6,895.1 6,409.9

Total liabilities, redeemable noncontrolling interest and equity $ 16,064.8 15,593.7

Total liabilities and equity $ 16,763.8 16,064.8

See accompanying notes to Consolidated Financial Statements.

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Net income 546.8 226.2 793.4

Net income (loss) attributable to noncontrolling interest 0.8 138.9 ( 2.3 )

Net income attributable to noncontrolling interest — 0.8 138.9

Net income attributable to common shareholders $ 546.8 225.4 654.5

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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 )

1 unchanged sentence

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

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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 — — — — — — — ( 132.2 ) ( 132.2 )

Net decrease in amounts due 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

Net income — — — 546.8 — — — — 546.8

— — — 225.4 — — — 1.0 226.4

Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 317,022 — ( 84.4 ) ( 7.5 ) — 62.9 — — ( 29.0 )

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Foreign currency translation adjustments — — — — — — ( 63.7 ) — ( 63.7 )

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

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

Net increase in amounts due to noncontrolling interest — — — — — — — 7.5 7.5

December 31, 2024 47,415,584 $ 0.5 2,032.7 6,334.9 ( 11.8 ) ( 937.9 ) ( 646.9 ) 123.6 $ 6,895.1

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Noncontrolling interest

(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.

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

See accompanying notes to Consolidated Financial Statements.

JONES LANG LASALLE INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOW

Year Ended December 31,

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Distributions of capital from investments 19.2 23.7 24.4

Acquisition of controlling interest, net of cash acquired 3.7 — —

Other, net ( 4.7 ) ( 4.2 ) ( 23.5 )

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Repayments of borrowings under credit facility ( 8,568.0 ) ( 8,284.0 ) ( 6,485.0 )

Proceeds from issuance of commercial paper 910.0 — —

Repayments of commercial paper ( 710.0 ) — —

Proceeds from senior notes — 400.0 —

Repayments of senior notes — — ( 275.0 )

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

Net proceeds from (repayments of) short-term borrowings 2.9 ( 24.8 ) 20.1

Payments of deferred business acquisition obligations and earn-outs ( 7.4 ) ( 26.6 ) ( 12.6 )

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Deconsolidation of variable interest entity — — ( 20.4 )

Noncontrolling interest (distributions) contributions, net ( 6.5 ) ( 142.7 ) 19.0

Noncontrolling interest distributions, net ( 0.1 ) ( 6.5 ) ( 142.7 )

Other, net ( 9.1 ) ( 24.2 ) 30.9

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We provide comprehensive integrated real estate and investment management expertise on a local, regional and global level to owner, occupier and investor clients.

We are an industry leader in property and facility management services, with a managed portfolio of approximately 4.8 billion square feet worldwide as of December 31, 2023.

LaSalle Investment Management ("LaSalle") is one of the world's largest and most diversified real estate investment management firms, with $ 73.9 billion of assets under management (unaudited) as of December 31, 2023.

We are an industry leader in property and facility management services, with a managed portfolio of approximately 5.3 billion square feet (unaudited) worldwide as of December 31, 2024.

LaSalle Investment Management ("LaSalle") is one of the world's premier diversified real estate investment management firms, with $ 88.8 billion of assets under management (unaudited) as of December 31, 2024.

We work for a broad range of clients representing a wide variety of industries in markets throughout the world.

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Redeemable noncontrolling interests are adjusted to the greater of their fair value or carrying value as of each balance sheet date through a charge to Additional paid-in capital, if necessary.

We had no such redeemable noncontrolling interest as of December 31, 2024 or 2023.

When noncontrolling interests have no redemption features outside of our control, noncontrolling interests are presented as a component of permanent equity on the Consolidated Balance Sheets.

We report revenues, expenses and net income (loss) from less-than-wholly-owned consolidated subsidiaries at the consolidated amounts, including both the amounts attributable

to the Company and noncontrolling interests;

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.

Changes in amounts attributable to redeemable noncontrolling interests are presented in the following table.

(in millions)

Redeemable noncontrolling interests as of December 31, 2020

Net loss ( 0.1 )

Redeemable noncontrolling interests as of 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.

We report revenues, expenses and net income (loss) from less-than-wholly-owned consolidated subsidiaries at the consolidated amounts, including both the amounts attributable to the Company and noncontrolling interests;

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.

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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Our performance obligation is to facilitate the execution of a lease agreement, which is satisfied at a point in time, upon lease execution.

Generally, we are either entitled to the full consideration upon lease execution or in part upon lease execution with the remainder upon the occurrence of a future event outside of our control (e.g., tenant occupancy, lease commencement, or rent commencement).

Generally, we are either entitled to the full consideration upon lease execution or in part upon

lease execution with the remainder upon the occurrence of a future event outside of our control (e.g., tenant occupancy, lease commencement, or rent commencement).

The majority of the events that preclude our entitlement to the full consideration upon lease execution are considered to be “normal course of business” and, therefore, do not result in a constraint upon the recognition of revenue.

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As a result, the third-party costs incurred on behalf of clients, along with the corresponding revenue, are presented net on our Consolidated Statements of Comprehensive Income.

Effective January 1, 2025, we will report our Property Management business together with our existing Work Dynamics businesses in a segment named Real Estate Management Services.

Advisory, Consulting and Other

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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.

Similarly, 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.

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Typically, our performance obligation is to manage clients’ capital for a specified period of time and is delivered as a series of daily performance obligations over time.

Revenue recognition for transaction and incentive fees is generally constrained until all contingencies have cleared due to the possibility of a significant reversal until completion of the events necessary to realize the associated consideration.

Revenue recognition for transaction fees and incentive fees is generally constrained until all contingencies have cleared due to the possibility of a significant reversal.

Revenue is recognized upon completion of the events necessary to realize the associated consideration.

Substantially all incentive fees recognized as revenue were previously constrained.

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

As of December 31, 2023, the aggregate amount of transaction price allocated to remaining performance obligations represented less than 5 % of our total revenue.

As of December 31, 2024, the aggregate amount of transaction price allocated to remaining performance obligations represented an insignificant amount 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.

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We estimate the allowance necessary to provide for uncollectible accounts receivable.

The estimate includes specific amounts for which payment has become unlikely.

We also base this estimate on historical experience combined with a review of current developments and client credit quality.

The process by which we calculate the allowance begins with the individual business units where specific accounts for which collectability is uncertain are identified and reserved as part of an overall reserve that is formulaic and driven by the age profile of the receivables and our historical experience.

We base this estimate on historical collection experience combined with a review of current developments and economic conditions.

The process by which we calculate the allowance is formulaic and driven by the age profile of the receivables.

We then review these allowances on a quarterly basis to ensure they are appropriate.

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Allowance as of December 31, $ 60.8 70.7 66.7

Trade Receivables - Factoring

We participate in certain clients' trade receivables factoring programs in which we elect and sell Trade and Reimbursable receivables to unaffiliated financial institutions on a non-recourse basis.

We account for the transfer of the receivables as a true sale in accordance with ASC Topic 860 at the point control is transferred (after which we have no continuing involvement) and, accordingly, the sold receivables are excluded from Trade or Reimbursable receivables in our Consolidated Balance Sheet.

Cash flows attributable to factoring are reflected as cash flows from operating activities in our Consolidated Statements of Cash Flows.

Factoring fees are included as Operating, administrative and other expenses in our Consolidated Statements of Comprehensive Income.

The aggregate amount of factoring fees on the sale of trade receivables was not material for the years ended December 31, 2024, 2023 and 2022 .

Notes and Other Receivables and Long-Term Receivables

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Reimbursable receivables relate to our Reimbursable payables, which are typically satisfied on a pay-when-paid basis.

Warehouse Receivables

Warehouse Receivables & Warehouse Facilities

We classify Warehouse receivables as held-for-sale as they represent originated mortgage loans for which we have simultaneously executed commitments to sell to a third-party investor, primarily the Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal National Mortgage Association (Fannie Mae), and the Government National Mortgage Association (Ginnie Mae).

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See the following section, Financial Guarantees, as well as Note 13, Commitments and Contingencies, for additional information on the risk of loss retained related to DUS program loans.

Contractually specified servicing fees related to sold warehouse receivables were $ 129.6 million, $ 119.0 million and $ 101.8 million for the years ended December 31, 2023, 2022, and 2021, respectively, and are included in Revenue on the Consolidated Statements of Comprehensive Income.

Contractually specified servicing fees related to sold warehouse receivables and loans serviced for others were $ 160.0 million, $ 152.6 million and $ 157.1 million for the years ended December 31, 2024, 2023, and 2022, respectively, including prepayment and late fees totaling $ 2.6 million, $ 4.2 million, and $ 17.6 million, respectively, and are included in Revenue on the Consolidated Statements of Comprehensive Income.

Placement fees totaling $ 90.9 million, $ 79.6 million, and $ 19.8 million earned for the years ended December 31, 2024, 2023, and 2022, respectively, were also recorded in Revenue on the Consolidated Statements of Comprehensive Income.

We maintain our Warehouse facilities with third-party lenders for the purpose of funding mortgage loans that will be resold (Warehouse receivables).

The following table shows our gross cash activity related to Warehouse receivables as well as the corresponding, and largely offsetting, net change of our Warehouse facilities.

This activity, in aggregate, is reflected as net cash flows from operating activities in our Consolidated Statements of Cash Flows.

Year Ended December 31,

(in millions) 2024 2023

Origination of mortgage loans $ ( 10,301.5 ) ( 7,877.6 )

Proceeds from the sales of mortgage loans 10,127.5 7,668.6

Net increase in Warehouse facilities 178.3 207.4

See Note 10, Debt, for additional information on Warehouse Facilities.

Financial Guarantees

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The model also considers specific details of the underlying property used as collateral, such as occupancy and financial performance.

The loan loss guarantee reserve is calculated on an individual loan level .

Loans are evaluated collectively based on vintage, which captures similar risk characteristics.

As of December 31, 2024 and 2023, the loan loss guarantee reserve was $ 28.5 million and $ 23.4 million, respectively, and was included within Other liabilities on the Consolidated Balance Sheets.

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As of December 31, 2024 and 2023, we had $ 471.1 million and $ 492.0 million, respectively, of MSRs carried at the lower of amortized cost or fair value in Identified intangibles on the Consolidated Balance Sheets.

The total unpaid principal balance ("UPB") of loans making up the servicing portfolio was $ 140.1 billion and $ 135.9 billion as of December 31, 2024 and 2023, respectively.

We amortize servicing rights over the estimated period net servicing income is projected to be received.

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MSRs do not actively trade in an open market with readily available observable prices;

therefore, if necessary, the fair value of these rights are determined in part based on certain assumptions and judgments that are unobservable within the fair value hierarchy, including the estimation of the present value of future cash flows to be realized from servicing the underlying mortgages.

T he estimated fair value of MSRs was $ 698.3 million and $ 695.3 million as of December 31, 2023 and 2022, respectively.

therefore, if necessary, the fair value of these rights are determined in part based on certain assumptions and judgments that are unobservable within the fair value hierarchy.

Specifically, the fair value of the MSRs is determined using a discounted cash flow model incorporating assumptions, including a conditional prepayment rate and cost of service.

The estimated fair value of MSRs was $ 708.9 million and $ 698.3 million as of December 31, 2024 and 2023, respectively.

See Note 4, Business Combinations, Goodwill and Other Intangible Assets, for additional information on MSRs.

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We are restricted in our ability to withdraw these funds other than for their specified use.

Restricted cash was included in Prepaid and other current assets on the Consolidated Balance Sheets.

Property and Equipment

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

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.

This change did not impact our LaSalle reporting unit and, therefore, its goodwill balance was excluded from this exercise and remained unchanged.

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 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, 2024, 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.

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 financial results 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.

In addition to our annual impairment evaluation, we evaluated whether events or circumstances have occurred in the period subsequent to our annual impairment testing and determined it is not more-likely-than-not that the fair value of all our reporting units are less than their respective carrying values.

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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.

We account for a majority of these investments at fair value.

Certain investments are accounted for under the measurement alternative.

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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The number of shares that will be issued upon vesting of these PSUs can range from 0% to 200% of the target award, depending on the achievement of each performance condition.

We determine the fair value of PSUs based on the (i) closing market price of our common stock on the grant date taking, (ii) the achievement probability for each performance condition, and (iii) the market condition valuation, as applicable, based on the output of Monte Carlo simulations.

We determine the fair value of PSUs based on the (i) closing market price of our common stock on the grant date, (ii) the achievement probability for each performance condition, and (iii) the market condition valuation, as applicable, based on the output of Monte Carlo simulations.

We periodically assess the achievement probability for performance conditions.

As of December 31, 2023, approximately 10% of unvested shares were subject to a market condition.

Employees of a specific age, with a sum of age plus years of service with the Company which meets or exceeds 65 , based on the terms of the Jones Lang LaSalle 2019 Stock Award and Incentive Plan ("SAIP"), are eligible to be considered for receipt of retirement benefits upon departure from the Company.

These award provisions require acceleration of compensation expense such that all expense is recognized by the time these employees are considered retirement eligible.

We also have a "noncompensatory" Employee Stock Purchase Plan ("ESPP") for U.S.

We do not estimate forfeitures;

instead, we recognize forfeitures in Compensation and benefits expense as they occur.

We also have a "noncompensatory" Employee Stock Purchase Plan ("ESPP") for U.S.

employees and a Jones Lang LaSalle Savings Related Share Option Plan ("Save As You Earn" or "SAYE") for U.K.

The fair value of options granted under the SAYE plan are determined on the grant date and amortized over the associated vesting period.

See Note 6, Stock-Based Compensation, for additional information on our stock-based compensation plans.

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Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

We determine whether a contract is or contains a lease at contract inception.

Operating lease right-of-use assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments (e.g.

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therefore, we use an incremental borrowing rate based on information available at the lease commencement date in determining the present value of future minimum lease payments.

The incremental borrowing rate reflects the lease term and currency of lease payments for each lease.

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.

As an accounting policy election, short-term leases (initial lease terms of 12 months or less) 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.

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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 (loss)-foreign currency translation adjustments).

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

1 unchanged sentence

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

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.

For the years ended December 31, 2024 and 2023, we had net foreign currency transaction losses of $ 1.5 million and $ 10.6 million, respectively.

We had a net foreign currency transaction gain of $ 6.4 million for the year ended December 31, 2022.

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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Recently adopted accounting guidance

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022‑04, Liabilities-Supplier Finance Programs (Subtopic 450-50):

Disclosure of Supplier Finance Program Obligations , which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose the key terms of the programs and information about their outstanding obligations at the end of the reporting period.

The guidance is intended to address requests from stakeholders for information about an entity’s use of supplier finance programs and their effect on the entity’s working capital, liquidity and cash flows.

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

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):

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

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.

We adopted this guidance for the annual period beginning January 1, 2024 and will adopt for the interim periods beginning January 1, 2025.

This ASU resulted in additional disclosures related to each reportable segment but did not have any material impact on our consolidated operating results or financial position.

See Note 3, Business Segments, for the updated segment reporting disclosures.

Recently issued accounting guidance, not yet adopted

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

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

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) , which requires disaggregated disclosure of income statement expenses for public entities.

The ASU does not change the expense captions an entity presents on the face of the income statement;

rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

This ASU is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

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

BUSINESS SEGMENTS

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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) Income tax provision, 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) Equity earnings/losses for JLL Technologies and LaSalle, (v) credit losses on convertible note investments, (vi) net non-cash MSR and mortgage banking derivative activity, (vii) Interest expense, net of interest income, (viii) Income tax provision and (ix) 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.

The Other segment items caption includes (i) other income/loss, (ii) gain/loss on disposal, (iii) interest on employee loans, net, (iv) credit losses on convertible note investments, (v) net non-cash MSR and mortgage banking derivative activity, (vi) net income/loss attributable to noncontrolling interest and (vii) the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.

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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Summarized financial information by business segment is as follows.

Year Ended December 31,

Markets Advisory Year Ended December 31,

(in millions) 2024 2023 2022

Markets Advisory

Leasing $ 2,596.2 2,343.6 2,759.2

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Revenue $ 4,500.7 4,121.6 4,415.5

Platform compensation and benefits $ 2,309.2 2,178.2 2,433.7

Platform operating, administrative and other 371.9 368.3 405.0

Gross contract costs 1,269.6 1,153.6 1,055.3

Equity earnings (losses) 0.7 ( 0.5 ) ( 0.3 )

Other segment items ( 3.1 ) ( 4.4 ) 6.3

Adjusted EBITDA $ 547.6 416.6 527.5

Depreciation and amortization (1)

$ 66.2 65.6 70.6

Equity (losses) earnings $ ( 0.5 ) ( 0.3 ) 0.7

Adjusted EBITDA $ 416.6 527.5 546.5

Capital Markets

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

Capital Markets Year Ended December 31,

(in millions) 2024 2023 2022

Investment Sales, Debt/Equity Advisory and Other $ 1,506.2 1,261.6 1,955.4

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Revenue $ 2,040.4 1,778.0 2,488.2

Depreciation and amortization $ 65.6 61.6 63.1

Platform compensation and benefits $ 1,491.9 1,337.7 1,727.1

Platform operating, administrative and other 278.4 246.1 263.2

Gross contract costs 48.6 47.5 47.0

Equity earnings 2.7 6.7 3.1

Other segment items 20.2 19.7 ( 10.0 )

Adjusted EBITDA $ 244.4 173.1 444.0

Work Dynamics

Depreciation and amortization $ 66.8 65.6 61.6

Work Dynamics Year Ended December 31,

(in millions) 2024 2023 2022

Workplace Management $ 12,529.7 10,706.2 9,819.2

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Revenue $ 16,197.6 14,131.1 13,268.5

Depreciation and amortization $ 79.2 71.1 66.2

Platform compensation and benefits $ 1,385.8 1,305.1 1,202.3

Platform operating, administrative and other 467.8 431.6 432.9

Gross contract costs 14,029.9 12,131.4 11,403.8

Equity earnings 2.2 1.4 1.2

Other segment items — ( 0.4 ) ( 0.6 )

Adjusted EBITDA $ 316.3 264.0 230.1

JLL Technologies

Depreciation and amortization $ 91.1 79.2 71.1

JLL Technologies Year Ended December 31,

(in millions) 2024 2023 2022

Revenue $ 226.3 246.4 213.9

Platform compensation and benefits $ 197.0 200.7 240.3

Platform operating, administrative and other 54.2 50.3 57.4

Gross contract costs 5.5 14.5 13.7

Other segment items 8.1 — —

Adjusted EBITDA $ ( 22.3 ) ( 19.1 ) ( 97.5 )

Depreciation and amortization $ 19.4 15.9 15.4

Equity (losses) earnings $ ( 53.8 ) ( 177.0 ) 46.6

Adjusted EBITDA $ ( 196.1 ) ( 50.9 ) 53.4

LaSalle Year Ended December 31,

(in millions) 2024 2023 2022

Advisory fees $ 373.8 406.2 404.6

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Revenue $ 467.9 483.7 476.0

Platform compensation and benefits $ 268.9 288.7 290.4

Platform operating, administrative and other 69.8 62.6 59.7

Gross contract costs 37.4 28.9 29.3

Other segment items 8.5 0.3 ( 0.4 )

Adjusted EBITDA $ 100.3 103.8 96.2

Depreciation and amortization $ 8.5 8.1 6.5

Equity (losses) earnings $ ( 22.6 ) ( 24.7 ) 0.4

Adjusted EBITDA $ 79.1 96.6 171.0

(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.

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Interest on employee loans, net 5.9 3.6 9.7

Equity earnings (losses) - JLL Technologies and LaSalle ( 76.4 ) ( 201.7 ) 47.0

Credit losses on convertible note investments ( 6.3 ) — —

Net non-cash MSR and mortgage banking derivative activity ( 18.2 ) ( 18.2 ) 11.0

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Total revenue $ 23,432.9 20,760.8 20,862.1

Change in Reporting Structure

Effective January 1, 2025, we will report our Property Management business together with our existing Work Dynamics businesses in a segment named Real Estate Management Services.

Prior period results will be restated to conform with our new reporting structure in 2025.

BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

2024 Business Combinations Activity

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

During the year ended December 31, 2024, we completed two strategic acquisitions, presented below.

Acquired Company Quarter of Acquisition Country Primary Segment

Kensington Capital Advisors (KCA) Q2 United States Capital Markets

SKAE Power Solutions (SKAE) Q2 United States Work Dynamics

Raise Commercial Real Estate, Inc.

Q4 United States Markets Advisory

Aggregate terms of our strategic and non-strategic acquisitions included:

(i) cash paid at closing of $ 62.3 million, (ii) guaranteed deferred consideration of $ 14.7 million and (iii) contingent earn-out consideration of $ 13.5 million, payable upon satisfaction of certain performance conditions, which we have initially recorded at the acquisition date fair value.

A preliminary allocation of purchase consideration resulted in (i) goodwill of $ 64.0 million, (ii) identifiable intangibles of $ 30.2 million and (iii) other net liabilities (assumed liabilities less acquired assets) of $ 3.7 million.

As of December 31, 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.

Of the $ 64.0 million of total additions to goodwill in 2024, we expected to amortize and deduct $ 41.2 million for tax purposes as of December 31, 2024, subject to statutory amortization periods.

During the twelve months ended December 31, 2024, we paid $ 7.4 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

2023 Business Combinations Activity

During the year ended December 31, 2023, we completed one strategic acquisition in Capital Markets.

Aggregate terms of our acquisition included:

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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 $ 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.

During the year ended December 31, 2023 we paid $ 26.8 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

Earn-Out Payments

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

(1) Included in Short-term and Long-term acquisition-related obligations on the Consolidated Balance Sheets.

(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 five years.

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

(i) goodwill of $ 4,587.4 million, (ii) identifiable intangibles of $ 735.4 million amortized over their remaining finite useful lives and (iii) $ 49.6 million of identifiable intangibles with indefinite useful lives that are not amortized.

(i) goodwill of $ 4,611.3 million, (ii) identifiable intangibles of $ 677.1 million to be amortized over their remaining finite useful lives and (iii) $ 47.0 million of identifiable intangibles with indefinite useful lives that are not amortized.

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

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

Balance as of January 1, 2022 $ 1,782.9 1,983.9 539.9 247.5 57.4 $ 4,611.6

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

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Additions, net of adjustments 17.7 3.4 40.5 2.4 — 64.0

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

Impact of exchange rate movements ( 16.4 ) ( 18.3 ) ( 5.0 ) — ( 0.4 ) ( 40.1 )

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(in millions) 2024 2023

JLL Technologies investments $ 397.6 483.4

LaSalle co-investments 406.1 388.3

JLL Technologies investments $ 372.8 397.6

Other investments 33.8 30.7

Total $ 812.7 816.6

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.

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, while our JLL Technologies investments are, generally, investments in early to mid-stage proptech companies as well as proptech funds.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $ 290.2 million and $ 9.4 million as of December 31, 2024 for our LaSalle Investment Management business and JLL Technologies, respectively.

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.

Of the $ 290.2 million related to LaSalle, $ 100.0 million relates to a previously disclosed incremental investment in LaSalle's flagship Income Property Trust fund, which was funded in January 2025.

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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(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.

We allocate the members' equity and net income (loss) of the consolidated VIEs to the noncontrolling interest holders as Noncontrolling interest on the Consolidated Balance Sheets and as Net income attributable to noncontrolling interest in the Consolidated Statements of Comprehensive Income, respectively.

The following tables summarize the combined financial information for certain of our unconsolidated investments accounted for under the equity method or at fair value.

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See Note 9, Fair Value Measurements, for further discussion of our investments reported at fair value.

The table below does not include our $ 9.7 million investment in certain mid-stage non-public companies as they are non-marketable equity investments accounted for under the measurement alternative, defined as cost minus impairment.

Year Ended December 31,

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Investments (1)

104.3 160.4 156.1

Distributions ( 27.8 ) ( 25.2 ) ( 38.5 )

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$ 742.0 740.8 794.9

(1) Included in this caption are Notes receivable, inclusive of accrued interest, which converted to unconsolidated equity investments;

these amounts were $ 12.3 million and $ 66.9 million for the twelve months ended December 31, 2024 and 2023, respectively.

STOCK-BASED COMPENSATION

The Stock Award and Incentive Plan ("SAIP") provides for the granting of various stock awards to eligible employees of JLL.

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 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.

While there have been no options granted under the SAYE plan since 2017, approximately 281 thousand shares remain available for grant as of December 31, 2023.

There were approximately 1.5 million shares available for grant under the SAIP as of December 31, 2024.

Stock-based compensation expense, excluding expense related to retention awards issued in conjunction with acquisitions, is included within Compensation and benefits expense on the Consolidated Statements of Comprehensive Income.

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(in 000's) Weighted Average

Fair Value Weighted Average

Contractual Life (in years)

Unvested as of December 31, 2021

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1,090.7 425.7 1,516.4 $ 187.78

As of December 31, 2023, we had $ 79.2 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate to be recognized over varying periods into 2027.

As of December 31, 2024, we had $ 93.5 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate to be recognized over a weighted average period of 1.3 years.

Shares vested during the years ended December 31, 2024, 2023 and 2022 had grant date fair values of $ 84.4 million, $ 70.0 million, and $ 84.3 million, respectively.

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We have a qualified profit sharing plan subject to United States Internal Revenue Code Section 401(k) for eligible U.S.

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.

A plan participant is allowed to contribute between 1% to 50% of their compensation to the 401(k) plan, subject to limits imposed by the IRS.

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

For 2024, 2023 and 2022 we matched 100% on the first 3% of annual compensation contributed to the plan and 50% on the next 2%.

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

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Accumulated benefit obligation $ 244.9 277.4

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.

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

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

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Accumulated other comprehensive loss $ 94.2 100.4

Net periodic pension cost (benefit) was not material for the years ended December 31, 2023, 2022 and 2021.

Net periodic pension cost (benefit) was not material during the three-year period ended December 31, 2024 .

Our provision for income taxes consisted of the following:

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Internal Revenue Code contains two code sections, the Base Erosion Anti-Abuse Tax and Global Intangible Low-Taxed Income Tax, for which we treat any associated income tax as a period cost and record an expense provision for any year we are subject to the taxes.

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

Accordingly, the estimated impacts of these taxes were included in our provision for income taxes for all periods presented.

Due to the generation of net operating loss carryovers, our current tax expense increased by $ 36.0 million, $ 69.1 million and $ 25.6 million in 2024, 2023 and 2022, respectively, and our deferred tax expense was reduced by a corresponding amount.

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International earnings taxed at various rates ( 32.3 ) ( 4.8 ) ( 58.4 ) ( 23.2 ) ( 34.7 ) ( 3.5 )

capital loss carryover — — — — ( 35.2 ) ( 2.9 )

Valuation allowance 12.7 1.9 41.3 16.4 ( 4.8 ) ( 0.5 )

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Total $ 132.5 19.5 % $ 25.7 10.2 % $ 200.8 20.2 %

With respect to international earnings taxed at varying rates, we have operations which constitute a taxable income presence in 93 countries or other taxable jurisdictions outside of the U.S.

With respect to international earnings taxed at varying rates, we have operations which constitute a taxable income presence in over 90 countries or other taxable jurisdictions outside of the U.S.

which are treated as such by the U.S.

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federal and state income tax rate in 2024.

In defining "very low tax rate jurisdictions," we consider effective tax rates which applied in 2023 based upon income levels and including national and municipal, state or provincial taxes also based upon income levels, which may cause those effective rates to differ from the maximum national statutory rates for the jurisdictions.

In defining "very low tax rate jurisdictions," we consider effective tax rates applicable in 2024 based upon income levels and including national and municipal, state or provincial taxes also based upon income levels, which may cause those effective rates to differ from the maximum national statutory rates for the jurisdictions.

We consider jurisdictions with a tax rate of 25 % or lower to be very low tax rate jurisdictions, based upon our historical practice.

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Income deferred for tax purposes 26.6 11.4

Investments — 72.6

Other 4.9 7.1

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Net deferred taxes $ 472.6 452.6

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.

The increase in gross deferred tax assets in 2024 was primarily the result of increases in net operating loss carryovers.

The decrease in valuation allowances was primarily the result of foreign currency movement.

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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The change in deferred tax balances for NOL carryovers from 2023 to 2024 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.

As of December 31, 2024, we believe it is more-likely-than-not the net deferred tax assets of $ 472.6 million will be realized based upon our estimates of future taxable 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 NOL carryovers, for which we have concluded recognition is not yet appropriate.

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As of December 31, 2024, our net current payable for income tax was $ 68.0 million, consisting of a current receivable of $ 218.2 million and current payable of $ 286.2 million, and our net noncurrent liability was $ 62.2 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.

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 a current payable of $ 370.1 million, and our net noncurrent liability was $ 87.6 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.

We file income tax returns in the U.S.

(including 46 states, 25 cities, the District of Columbia and Puerto Rico), the United Kingdom (including England, Scotland and Wales), Australia, Germany, The People's Republic of China (including Hong Kong and Macau), France, Japan, Singapore, India, the Netherlands, Spain and 78 other countries.

Generally, our open tax years include those from 2021 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, 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 Illinois, Massachusetts, New York City and Washington D.C.

As of December 31, 2024, we were under examination in Germany, Nigeria, Pakistan, Turkey, Egypt, Portugal, Sweden, Ireland, Israel, Indonesia, India, Malaysia, Mauritius, the Philippines, Hong Kong, Sri Lanka, Singapore, and Thailand.

In the U.S., we were under examination in the states of Colorado, Massachusetts, New York, Utah and New York City.

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

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Additions based on tax positions related to the current year 2.8 2.9

Decrease related to tax positions of prior years ( 6.8 ) ( 5.6 )

Increase (decrease) related to tax positions of prior years 1.6 ( 6.8 )

Settlements with taxing authorities ( 1.9 ) —

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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.

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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, 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, Commercial paper, 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.

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

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

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We maintain a deferred compensation plan for certain of our U.S.

employees that allows them to defer portions of their compensation.

employees and members of our Board of Directors that allows them to defer portions of their compensation.

We invest directly in insurance contracts which yield returns to fund these deferred compensation obligations.

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

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.

We reflect 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.

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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.

(2) Within Investments, notes receivable (inclusive of accrued interest) converted to unconsolidated equity investments 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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Other short-term borrowings 134.9 134.5

Short-term borrowings $ 147.9 164.2

Commercial paper, net of debt issuance costs of $ 0.7 and $ —

Total short-term debt, net of debt issuance costs $ 353.1 147.9

Credit facility, net of debt issuance costs of $ 11.4 and $ 14.4

610.6 1,213.8

Long-term senior notes, 1.96 %, face amount of € 175.0 , due June 2027, net of debt issuance costs of $ 0.3 and $ 0.4

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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 $ 1,537.8 1,750.8

Total debt, net of debt issuance costs $ 1,198.4 1,537.8

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.

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.

Credit Facilities

On November 3, 2023, we executed Amendment No.

5 ("Amendment No.

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.

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

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, 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 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.

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

Interest and fees are set at the time of utilization and calculated on a 360-day basis.

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 both December 31, 2023 and 2022.

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

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

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

Year Ended December 31,

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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 $ 55.2 million under local overdraft facilities as of December 31, 2023.

In addition to our credit facilities, we had the capacity to borrow up to an additio nal $ 42.5 million under local overdraft facilities as of December 31, 2024.

Amounts outstanding are presented in the debt table above.

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.

As of December 31, 2024, our issuer and senior unsecured ratings were investment grade:

7 unchanged sentences

Warehouse facilities:

BSBY (1) plus 1.30% , expires September 16, 2024 (2)

SOFR plus 1.40% , expires September 15, 2025 (1)

$ 341.3 700.0 159.0 700.0

1 unchanged sentence

416.5 2,100.0 405.1 1,200.0

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

SOFR plus 1.40% , expires October 23, 2025 (1)

8.8 400.0 62.3 400.0

4 unchanged sentences

Total warehouse facilities $ 841.0 3,200.0 662.7 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.

(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.

(1) Warehouse facility has been amended since December 31, 2023.

Refer to our previously filed Form 10-K for specific terms of the agreement for the comparative period.

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

11 unchanged sentences

As of December 31, 2024, our total commitments related to finance leases was $ 27.8 million.

Leases in which we sublet also do not represent a significant portion of our leasing activity.

Leases in which we sublet do not represent a significant portion of our leasing activity.

Minimum future lease payments due in each of the next five years and thereafter, as of December 31, 2024, are presented in the table below.

4 unchanged sentences

Total $ 906.0

Other information related to operating leases was as follows.

Other information related to operating leases is as follows.

December 31, 2024

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

The Company does not extend credit or provide personal loans to any director or executive officer of JLL.

(in millions) 2024 2023

6 unchanged sentences

Such amounts are included in Notes and other receivables and Long-term receivables on our Consolidated Balance Sheets.

The Company does not extend credit or provide personal loans to any director or executive officer of JLL.

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

Professional Indemnity Insurance

In order to better manage our global insurance program and support our risk management efforts, we supplement our traditional insurance coverage for certain types of claims by using a wholly-owned captive insurance company.

The level of risk retained by our captive insurance company, with respect to professional indemnity claims, is up to $ 10.0 million per claim, inclusive of the deductible.

To better manage our global insurance program and support our risk management efforts, we supplement our traditional insurance coverage for certain types of claims by using a wholly-owned captive insurance company.

The level of risk retained by us, including our captive insurance company, with respect to professional indemnity claims, is up to $ 10.0 million per claim.

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

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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 December 31, 2023 and 2022, we had loans, funded and sold, subject to loss-sharing arrangements with an aggregate unpaid principal balance of $ 20.8 billion and $ 18.3 billion, respectively.

As of December 31, 2024 and 2023, we had loans, funded and sold, subject to loss-sharing arrangements with an aggregate UPB of $ 23.0 billion and $ 20.8 billion, respectively.

We incurred $ 0.4 million in loan losses for the year ended December 31, 2024.

There were no loan losses incurred for the years ended December 31, 2023 and 2022.

See "Financial Guarantees" section of Note 2, Summary of Significant Accounting Policies, for additional information.

Loan Repurchase

In August of 2024, we repurchased a loan, which we originated and sold to Fannie Mae, with an UPB of $ 74.25 million.

For the twelve months ended December 31, 2024, we recognized net expense of $ 19.5 million within Operating, administrative and other expenses, for the estimated loss associated with the repurchase.

This amount primarily reflected 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.

The acquired asset is not held for investment and is included in Restricted cash, prepaid and other on our Consolidated Balance Sheets.

RESTRUCTURING AND ACQUISITION CHARGES

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

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 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 (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 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 )

Other comprehensive income (loss) before reclassification

6.6 ( 72.4 ) ( 65.8 )

Amounts reclassified from AOCI after tax expense of $0.6, $- and $0.6 1.7 8.7 10.4

Other comprehensive income (loss) after tax expense of $2.2, $- and $2.2

8.3 ( 63.7 ) ( 55.4 )

Balance as of December 31, 2024 $ ( 55.5 ) ( 591.4 ) $ ( 646.9 )

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

1 unchanged sentence

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