JONES LANG LASALLE INC 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page JONES LANG LASALLE INCORPORATED CONSOLIDATED FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm, KPMG LLP, on Consolidated Financial Statements 66 Report of Independent Registered Public Accounting Firm, KPMG LLP, on Internal Control Over Financial Reporting 68 Consolidated Balance Sheets as of December 31, 2024 and 2023 69 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 70 Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022 71 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 72 Notes to Consolidated Financial Statements 73 65 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Jones Lang LaSalle Incorporated: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Jones Lang LaSalle Incorporated and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 19, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. 66 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Sufficiency of audit evidence over income taxes 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 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. The Company’s global tax structure adds complexity that required subjective auditor judgment to evaluate the sufficiency of audit evidence obtained. This required the involvement of federal and international tax professionals with specialized skills and knowledge, in order to assess the nature and extent of procedures performed in relation to the amounts recorded and disclosed in the consolidated financial statements. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s income tax process, including controls over the amounts recorded. We applied auditor judgment to determine the nature and extent of procedures to be performed over income tax expense. For certain taxing jurisdictions, we analyzed supporting documentation for the provision for income taxes. In addition, we involved tax professionals with specialized skills and knowledge who evaluated certain of the Company’s interpretations and applications of the tax rules and regulations. We evaluated the sufficiency of audit evidence obtained by assessing the results of procedures performed over income tax expense, including the appropriateness of the nature and extent of such evidence. /s/ KPMG LLP We have served as the Company’s auditor since 1988. Chicago, Illinois February 19, 2025 67 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors Jones Lang LaSalle Incorporated: Opinion on Internal Control Over Financial Reporting We have audited Jones Lang LaSalle Incorporated and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements), and our report dated February 19, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Chicago, Illinois February 19, 2025 68 Table of Contents JONES LANG LASALLE INCORPORATED CONSOLIDATED BALANCE SHEETS December 31, (in millions, except share and per share data) 2024 2023 Assets Current assets: Cash and cash equivalents $ 416.3 410.0 Trade receivables, net of allowance of $ 60.8 and $ 70.7 2,153.5 2,095.8 Notes and other receivables 456.9 446.4 Reimbursable receivables 2,695.0 2,321.7 Warehouse receivables 770.7 677.4 Short-term contract assets, net of allowance of $ 1.6 and $ 1.6 334.8 338.3 Restricted cash, prepaid and other 651.3 567.4 Total current assets 7,478.5 6,857.0 Property and equipment, net of accumulated depreciation of $ 1,161.6 and $ 1,039.1 598.1 613.9 Operating lease right-of-use assets 743.1 730.9 Goodwill 4,611.3 4,587.4 Identified intangibles, net of accumulated amortization of $ 670.8 and $ 563.0 724.1 785.0 Investments, including $ 742.0 and $ 740.8 at fair value 812.7 816.6 Long-term receivables 394.7 363.8 Deferred tax assets, net 518.2 497.4 Deferred compensation plan 664.0 604.3 Other 219.1 208.5 Total assets $ 16,763.8 16,064.8 Liabilities and Equity Current liabilities: Accounts payable and accrued liabilities $ 1,322.7 1,406.7 Reimbursable payables 2,176.3 1,796.9 Accrued compensation and benefits 1,768.5 1,698.3 Short-term borrowings 153.8 147.9 Commercial paper, net of debt issuance costs of $ 0.7 and $ — 199.3 — Short-term contract liabilities and deferred income 203.8 226.4 Warehouse facilities 841.0 662.7 Short-term operating lease liabilities 157.2 161.9 Other 321.9 345.3 Total current liabilities 7,144.5 6,446.1 Credit facility, net of debt issuance costs of $ 11.4 and $ 14.4 88.6 610.6 Long-term debt, net of debt issuance costs of $ 6.4 and $ 8.1 756.7 779.3 Deferred tax liabilities, net 45.6 44.8 Deferred compensation 665.4 580.0 Long-term operating lease liabilities 748.8 754.5 Other 419.1 439.6 Total liabilities 9,868.7 9,654.9 Company shareholders' equity: Common stock, $ 0.01 par value per share, 100,000,000 shares authorized; 52,120,548 and 52,120,548 shares issued; 47,415,584 and 47,509,750 outstanding 0.5 0.5 Additional paid-in capital 2,032.7 2,019.7 Retained earnings 6,334.9 5,795.6 Treasury stock, at cost, 4,704,964 and 4,610,798 shares ( 937.9 ) ( 920.1 ) Shares held in trust ( 11.8 ) ( 10.4 ) Accumulated other comprehensive loss ( 646.9 ) ( 591.5 ) Total Company shareholders' equity 6,771.5 6,293.8 Noncontrolling interest 123.6 116.1 Total equity 6,895.1 6,409.9 Total liabilities and equity $ 16,763.8 16,064.8 See accompanying notes to Consolidated Financial Statements. 69 Table of Contents JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year Ended December 31, (in millions, except share and per share data) 2024 2023 2022 Revenue $ 23,432.9 20,760.8 20,862.1 Operating expenses: Compensation and benefits $ 10,994.7 9,770.7 10,010.8 Operating, administrative and other 11,291.2 10,074.5 9,650.3 Depreciation and amortization 255.8 238.4 228.1 Restructuring and acquisition charges 23.1 100.7 104.8 Total operating expenses $ 22,564.8 20,184.3 19,994.0 Operating income $ 868.1 576.5 868.1 Interest expense, net of interest income 136.9 135.4 75.2 Equity (losses) earnings ( 70.8 ) ( 194.1 ) 51.0 Other income 18.9 4.9 150.3 Income before income taxes and noncontrolling interest 679.3 251.9 994.2 Income tax provision 132.5 25.7 200.8 Net income 546.8 226.2 793.4 Net income attributable to noncontrolling interest — 0.8 138.9 Net income attributable to common shareholders $ 546.8 225.4 654.5 Basic earnings per common share $ 11.51 4.73 13.51 Basic weighted average shares outstanding (in 000's) 47,493 47,628 48,453 Diluted earnings per common share $ 11.30 4.67 13.27 Diluted weighted average shares outstanding (in 000's) 48,372 48,288 49,341 Net income attributable to common shareholders $ 546.8 225.4 654.5 Change in pension liabilities, net of tax 8.3 0.4 ( 21.5 ) Foreign currency translation adjustments ( 63.7 ) 56.3 ( 231.3 ) Comprehensive income attributable to common shareholders $ 491.4 282.1 401.7 See accompanying notes to Consolidated Financial Statements. 70 Table of Contents JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022 (in millions, except share and per share data) Company Shareholders' Equity Common Stock Additional Shares Shares Outstanding Amount Paid-In Retained Held Treasury Total Capital Earnings in Trust Stock AOCI (1) NCI (2) Equity December 31, 2021 50,024,139 $ 0.5 2,053.7 4,937.6 ( 5.2 ) ( 406.3 ) ( 395.4 ) 228.5 $ 6,413.4 Net income (3) — — — 654.5 — — — 139.2 793.7 Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 406,085 — ( 116.9 ) ( 1.7 ) — 72.9 — — ( 45.7 ) Stock-based compensation — — 85.8 — — — — — 85.8 Shares held in trust — — — — ( 4.6 ) — — — ( 4.6 ) Repurchase of common stock ( 2,922,466 ) — — — — ( 601.2 ) — — ( 601.2 ) Change in pension liabilities, net of tax — — — — — — ( 21.5 ) — ( 21.5 ) Foreign currency translation adjustments — — — — — — ( 231.3 ) — ( 231.3 ) 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 Net income (3) — — — 225.4 — — — 1.0 226.4 Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 374,191 — ( 84.0 ) ( 20.2 ) — 76.1 — — ( 28.1 ) Stock-based compensation — — 78.3 — — — — — 78.3 Shares held in trust — — — — ( 0.6 ) — — — ( 0.6 ) Repurchase of common stock ( 372,199 ) — — — — ( 61.6 ) — — ( 61.6 ) Change in pension liabilities, net of tax — — — — — — 0.4 — 0.4 Foreign currency translation adjustments — — — — — — 56.3 — 56.3 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 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 ) Stock-based compensation — — 97.4 — — — — — 97.4 Shares held in trust — — — — ( 1.4 ) — — — ( 1.4 ) Repurchase of common stock ( 411,188 ) — — — — ( 80.7 ) — — ( 80.7 ) Change in pension liabilities, net of tax — — — — — — 8.3 — 8.3 Foreign currency translation adjustments — — — — — — ( 63.7 ) — ( 63.7 ) 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 (1) AOCI: Accumulated other comprehensive income (loss) (2) NCI: Noncontrolling interest (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. 71 Table of Contents JONES LANG LASALLE INCORPORATED CONSOLIDATED STATEMENTS OF CASH FLOW Year Ended December 31, (in millions) 2024 2023 2022 Cash flows from operating activities: Net income $ 546.8 226.2 793.4 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 255.8 238.4 228.1 Equity losses (earnings) 70.8 194.1 ( 51.0 ) Net loss (gain) on the disposition of assets — 0.5 ( 133.9 ) Distributions of earnings from investments 17.7 12.4 21.2 Provision for loss on receivables and other assets 38.0 20.3 27.0 Amortization of stock-based compensation 97.4 78.3 85.8 Net non-cash mortgage servicing rights and mortgage banking derivative activity 18.2 18.2 ( 11.0 ) Accretion of interest and amortization of debt issuance costs 5.5 4.3 4.8 Other, net 0.1 17.5 5.9 Change in: Receivables ( 207.9 ) 11.1 ( 291.3 ) Reimbursable receivables and reimbursable payables ( 4.6 ) ( 93.3 ) ( 52.2 ) Prepaid expenses and other assets ( 81.6 ) ( 24.0 ) 39.9 Income taxes receivable, payable and deferred ( 137.6 ) ( 138.8 ) ( 105.1 ) Accounts payable, accrued liabilities and other liabilities 36.2 78.5 ( 78.4 ) Accrued compensation (including net deferred compensation) 130.5 ( 67.9 ) ( 283.3 ) Net cash provided by operating activities 785.3 575.8 199.9 Cash flows from investing activities: Net capital additions – property and equipment ( 185.5 ) ( 186.9 ) ( 205.8 ) Net investment asset activity (less than wholly-owned) — — 134.8 Business acquisitions, net of cash acquired ( 60.9 ) ( 13.6 ) ( 5.7 ) Capital contributions to investments ( 88.6 ) ( 109.4 ) ( 167.3 ) 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 ) Net cash used in investing activities ( 316.8 ) ( 290.4 ) ( 243.1 ) Cash flows from financing activities: Proceeds from borrowings under credit facility 8,043.0 7,684.0 7,560.0 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 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 ) Shares repurchased for payment of employee taxes on stock awards ( 31.8 ) ( 30.6 ) ( 87.2 ) Repurchase of common stock ( 80.7 ) ( 61.6 ) ( 601.2 ) Deconsolidation of variable interest entity — — ( 20.4 ) Noncontrolling interest distributions, net ( 0.1 ) ( 6.5 ) ( 142.7 ) Other, net ( 9.1 ) ( 24.2 ) 30.9 Net cash used in financing activities ( 451.2 ) ( 374.3 ) ( 13.1 ) Effect of currency exchange rate changes on cash, cash equivalents and restricted cash ( 28.0 ) 6.3 ( 39.3 ) Net change in cash, cash equivalents and restricted cash ( 10.7 ) ( 82.6 ) ( 95.6 ) Cash, cash equivalents and restricted cash, beginning of the year 663.4 746.0 841.6 Cash, cash equivalents and restricted cash, end of the year $ 652.7 663.4 746.0 Supplemental disclosure of cash flow information: Restricted cash, beginning of the year $ 253.4 226.7 247.9 Restricted cash, end of the year 236.5 253.4 226.7 Cash paid during the year for: Interest $ 147.0 144.8 74.3 Income taxes, net of refunds 284.9 158.5 321.3 Operating leases 199.5 194.6 181.6 Non-cash activities: Business acquisitions (including contingent consideration) $ 13.5 — 5.3 Deferred business acquisition obligations 14.7 — 3.1 Non-cash consideration received for disposition — — 15.8 See accompanying notes to Consolidated Financial Statements. 72 Table of Contents JONES LANG LASALLE INCORPORATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION Jones Lang LaSalle Incorporated ("Jones Lang LaSalle," which we may refer to as "JLL," "we," "us," "our," or the "Company") was incorporated in 1997. We have corporate offices worldwide and over 112,000 employees, including approximately 53,900 employees whose costs are reimbursed by our clients. 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 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. Our clients vary greatly in size and include for-profit and not-for-profit entities of all kinds, public-private partnerships and governmental (public sector) entities. We provide real estate investment management services on a global basis for both public and private assets through LaSalle. Our integrated global business model, industry-leading research capabilities, client relationship management focus, consistent worldwide service delivery and strong brand are attributes that enhance our services. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation Our Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of JLL and its majority-owned and controlled subsidiaries. Intercompany balances and transactions have been eliminated. Investments over which we exercise significant influence, but do not control, are accounted for either at fair value or under the equity method. When applying principles of consolidation, we begin by determining whether an investee entity is a variable interest entity ("VIE") or a voting interest entity. U.S. GAAP draws a distinction between voting interest entities, which are embodied by common and traditional corporate and certain partnership structures, and VIEs, broadly defined as entities for which control is achieved through means other than voting rights. For voting interest entities, the interest holder with control through majority ownership and majority voting rights consolidates the entity. For VIEs, determination of the "primary beneficiary" dictates the accounting treatment. We identify the primary beneficiary of a VIE as the enterprise having both (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance and (2) the obligation to absorb losses or receive benefits of the VIE that could potentially be significant to the VIE. We perform the primary beneficiary analysis as of the inception of our investment and upon the occurrence of a reconsideration event. When we determine we are the primary beneficiary of a VIE, we consolidate the VIE; when we determine we are not the primary beneficiary of the VIE, we account for our investment in the VIE at fair value or under the equity method, based upon an election made at the time of investment. Our determination of the appropriate accounting method to apply for unconsolidated investments is based on the level of influence we have in the underlying entity. When we have an asset advisory contract with a real estate limited partnership in which we also hold an ownership interest, the combination of our limited partner interest and the advisory agreement generally provides us with significant influence over such real estate limited partnership. Accordingly, we account for such investments either at fair value or under the equity method. We eliminate transactions with such subsidiaries to the extent of our ownership in such subsidiaries. 73 Table of Contents For less-than-wholly-owned consolidated subsidiaries, noncontrolling interest is the portion of equity not attributable, directly or indirectly, to JLL. We evaluate whether noncontrolling interests possess any redemption features outside of our control. If such features exist, the noncontrolling interests are presented outside of permanent equity on the Consolidated Balance Sheets within Redeemable noncontrolling interest. 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 attributable to noncontrolling interest on the Consolidated Statements of Comprehensive Income. Use of Estimates The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions about future events that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and reported amounts of revenue and expenses during each reporting period. Such estimates include the value and allocation of purchase consideration, valuation of accounts receivable, Reimbursable receivables, Warehouse receivables, Investments, Goodwill, intangible assets, derivative financial instruments, other long-lived assets, earn-out liabilities, legal contingencies, assumptions used in the calculation of income taxes, incentive compensation, self-insurance program liabilities, and retirement and other post-employment benefits, among others. These estimates and assumptions are based on management's best estimate and judgment. We evaluate these estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which we believe to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Market factors, such as illiquid credit markets, volatile equity markets and foreign currency exchange rate fluctuations can increase the uncertainty in such estimates and assumptions. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods. Although actual amounts may differ from such estimated amounts, we believe such differences are not likely to be material. Revenue Recognition We earn revenue from the following services (segments are bolded). • Markets Advisory ◦ Leasing ◦ Property Management ◦ Advisory, Consulting and Other • Capital Markets ◦ Investment Sales, Debt/Equity Advisory and Other ◦ Loan Servicing ◦ Value and Risk Advisory • Work Dynamics ◦ Workplace Management ◦ Project Management ◦ Portfolio Services and Other • JLL Technologies • LaSalle Markets Advisory Leasing Leasing revenue is earned from brokerage commissions as we represent tenants and/or landlords in connection with real estate leases. 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 74 Table of Contents 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. In the infrequent instance our fee entitlement in a contract with a customer is predicated on the occurrence of a future event(s) uncertain of occurring, we constrain the recognition of revenue until the uncertainty is resolved or the future event occurs. Generally, less than 5 % of our Leasing revenue recognized in a period had previously been constrained. Property Management Property Management provides on-site day-to-day real estate management services for owners of office, industrial, retail, multifamily residential and various other types of properties, representing a series of daily performance obligations delivered over time. Pricing is generally in the form of a monthly management fee based upon property-level cash receipts, square footage under management or some other variable metric. Although we are principal in limited situations, we generally act as agent on behalf of our Property Management clients in relation to third-party vendors and subcontractors engaged to deliver operational services to our clients' properties. In these situations, we arrange, but do not control, the services provided by third party vendors and subcontractors prior to the transfer of the services to the client. As a result, the third-party costs incurred on behalf of 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 Advisory, Consulting and Other includes a variety of different service offerings, whereby our performance obligation is to provide services as specified in the contract. Occasionally, our entitlement to consideration is predicated on the occurrence of an event such as the delivery of a report to the client. However, except for event-driven point-in-time transactions, the majority of services provided within this service line are delivered over time due to the continuous transfer of control to our clients. Capital Markets Investment Sales, Debt/Equity Advisory and Other We provide brokerage and other services for capital transactions, such as real estate sales or loan originations and refinancing. Our performance obligation is to facilitate the execution of capital transactions, and we are generally entitled to the full consideration at the point in time upon which our performance obligation is satisfied, at which time we recognize revenue. In addition, revenue related to mortgage servicing rights ("MSR" or "MSRs") and loan origination fees are reported within Investment Sales, Debt/Equity Advisory and Other. Loan Servicing We service substantially all the loans we originate and sell, and service loans we did not originate but subsequently acquire the rights to service. We obtain a periodic fee for each loan we service based on a proportion of the cash collections. Capital Markets revenue excluded from the scope of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606") Our mortgage banking and servicing operations, comprised of (i) all Loan Servicing revenue and (ii) activities related to MSRs and loan origination fees (included in Investment Sales, Debt/Equity Advisory and Other), are not considered revenue from contracts with customers, and accordingly are excluded from the scope of ASC Topic 606. Such out-of-scope revenue is presented below. Year Ended December 31, (in millions) 2024 2023 2022 Revenue excluded from scope of ASC Topic 606 $ 325.9 286.3 293.6 75 Table of Contents Value and Risk Advisory Value and Risk Advisory service offerings include (but are not limited to) asset appraisal, business valuation, property tax advisory, complex litigation, and environmental property consulting. Our performance obligation is to provide services as specified in the contract and our pricing is negotiated based on the scale and complexity of each assignment. Typically, our entitlement to consideration is predicated on the occurrence of an event such as the delivery of an appraisal or report to the client. Work Dynamics Workplace Management Workplace Management provides comprehensive, on-site day-to-day real estate management services to corporations and institutions across a broad range of industries that outsource the management of the real estate they occupy. Contract pricing can include multiple elements, such as a management fee or an incentive fee or other form of variable consideration. In addition, these fees may be inclusive of – or distinct from – the reimbursement of costs related to client-dedicated personnel, subcontractors and third-party vendors for which we are reimbursed. When distinct, such costs are reimbursed separately from our management fee. Management fees are typically structured as a fixed monthly price for an agreed-upon scope of work or are determined by applying a contractual markup to spend associated with fulfilling our Workplace Management contracts. As these fees represent a series of daily performance obligations delivered over time, we recognize revenue each period for fees related to the services we perform. Many contracts also include variable consideration, which is typically earned as an incentive fee when we perform favorably with respect to agreed-upon key performance indicators (“KPI”), but may also be structured as an at-risk fee where we are penalized for failing to achieve a KPI. Examples of KPIs include shared savings targets, service quality benchmarks, timely work order completion statistics and client satisfaction scores. Regardless of the upside or downside nature, we assess variable consideration independently for each contract and, when appropriate, recognize such fees as revenue when the achievement of the KPI is probable and material reversal of such revenue is unlikely. Because we control and direct the work of client-dedicated employees, we present the associated compensation and benefits expense as well as the corresponding revenue gross on our Consolidated Statements of Comprehensive Income. 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. Project Management Project Management provides construction-related services, primarily short-term in nature, ranging from development and design to general contracting and project management for owners and occupiers of real estate. Depending on the terms of our engagement, our performance obligation is either to arrange for the completion of a project or to assume responsibility for completing a project on behalf of a client. Our obligations to clients are satisfied over time due to the continuous transfer of control of the underlying asset. Therefore, we recognize revenue over time, generally using input measures (e.g., to-date costs incurred relative to total estimated costs at completion). Typically, we are entitled to consideration at distinct milestones over the term of an engagement. For certain contracts where we assume responsibility for completing a project, we control the services provided by third-party vendors and subcontractors prior to transfer of the assets to the client. In these situations, the third-party costs incurred on behalf of clients, along with the associated reimbursement revenue, are presented gross on our Consolidated Statements of Comprehensive Income. In contrast, where we act as agent on behalf of clients, third-party costs incurred and the associated revenue are presented net on our Consolidated Statements of Comprehensive Income. 76 Table of Contents Portfolio Services and Other Portfolio Services and Other includes a variety of different service offerings, including advising clients on how to optimize their workplace strategies and occupancy planning efforts, and overall portfolio strategy management and administration for our clients. Our performance obligation is to provide services as specified in the contract. For event-driven point-in-time transactions, we record revenue when our performance obligation is complete, such as the delivery of a report to the client, whereas revenue is recorded over time for services with a continuous transfer of control to our clients. JLL Technologies JLL Technologies offers multiple cloud-based software solutions that generate value for investors and businesses by enabling higher-quality decision-making through improved data and analytics. We recognize cloud-based software revenue over time commensurate with the length and terms of the contract. In addition, we offer professional services such as program and project management, implementation and support, managed services, and advisory services. We recognize professional services revenue at the time our performance obligation is satisfied. LaSalle LaSalle provides real estate investment management services to clients and generally earns consideration in the form of advisory fees, transaction fees and incentive fees. 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 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. Contract Costs Expenses, primarily employee commissions, incurred on leasing and capital markets transactions represent substantially all our incremental costs to obtain revenue contracts. We apply the applicable practical expedient offered by ASC Topic 606 when the amortization period is one year or less and, therefore, recognize these costs as an operating expense as they are incurred. We also incur costs to fulfill revenue contracts, primarily related to transition costs incurred prior to delivering Property Management and Workplace Management services. These costs are not expensed as incurred but are deferred and amortized as an operating expense over the expected life of the contract in accordance with the transfer of related services. These deferred costs are assessed periodically for impairment. Contract Assets and Liabilities Contract assets include amounts recognized as revenue for which we are not yet entitled to payment for reasons other than the passage of time, but that do not constrain revenue recognition. We include Contract assets in our reserving process and assess the risk of loss similar to our methodology for Trade receivables, since Contract assets are reclassified to Trade receivables when we become entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset. Contract liabilities include advance payments we have received which relate to performance obligations we have not yet satisfied. Our contract assets, net of allowance, are included in Short-term contract assets and Other assets and our contract liabilities are included in Short-term contract liabilities and deferred income on our Consolidated Balance Sheets. The majority of contract liabilities are recognized as revenue within 90 days. Such contract assets and liabilities are presented below. (in millions) December 31, 2024 December 31, 2023 Contract assets, gross $ 388.3 402.3 Contract asset allowance ( 3.9 ) ( 1.8 ) Contract assets, net $ 384.4 400.5 Contract liabilities $ 154.7 166.2 77 Table of Contents Deferred Income Deferred income includes payments received from customers for which we have satisfied our performance obligations but are not yet able to recognize the related revenue because of contractual requirements. Remaining Performance Obligations Remaining performance obligations represent the aggregate transaction price for contracts where our performance obligations have not yet been satisfied. 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. Contracts within these businesses represent a significant portion of our contracts with customers not expected to be completed within 12 months. Cash and Cash Equivalents We consider all highly-liquid investments purchased with maturities of three months or fewer to be cash equivalents. The carrying amount of cash equivalents approximates fair value due to the short-term maturity of these investments. Financing Receivables We account for Trade receivables, Notes and other receivables, Long-term receivables, Reimbursable receivables, and Warehouse receivables as financing receivables. Trade Receivables Pursuant to contractual arrangements, Trade receivables, net of allowances include unbilled amounts of $ 625.3 million and $ 593.8 million as of December 31, 2024 and 2023, respectively. We estimate the allowance necessary to provide for uncollectible accounts receivable. 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. After all collection efforts have been exhausted by management, the outstanding balance considered not collectible is written off against the allowance. The following table details the changes in the allowance for uncollectible receivables. (in millions) 2024 2023 2022 Allowance as of January 1, $ 70.7 66.7 67.6 Charged to income 28.2 22.0 25.0 Write-off of uncollectible receivables ( 36.6 ) ( 15.8 ) ( 23.2 ) Impact of exchange rate movements and other ( 1.5 ) ( 2.2 ) ( 2.7 ) 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 . 78 Table of Contents Notes and Other Receivables and Long-Term Receivables We make ongoing assessments of the collectability of outstanding Notes and other receivables and Long-term receivables, considering both objective and subjective factors such as the aging profile of outstanding balances, the contractual terms of repayment, and credit quality. Aspects of credit quality considered in our assessments of collectability include historical experience, current and expected economic conditions, and our broader business relationship with the obligor. We record an allowance against the outstanding balance when our assessments determine payment has become unlikely. After all collection efforts have been exhausted by management, the outstanding balance is written off against the reserve. Historically, credit quality deterioration to the point of impairment or non-performance in our Notes and other receivables and Long-term receivables has been limited and has not had a material impact on the Consolidated Financial Statements. Reimbursable Receivables We recognize Reimbursable receivables for costs incurred on behalf of clients, primarily while performing property & facility management services. These costs include direct reimbursements, primarily payroll and third-party vendor and subcontractor costs. We record an allowance based on specific identification of an uncollectible reimbursable receivable, considering current and future economic conditions as well as client credit quality. Historically, we have not experienced any material collection issues and, as such, have not applied a formulaic reserve to these receivables. Reimbursable receivables relate to our Reimbursable payables, which are typically satisfied on a pay-when-paid basis. 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). These loans (also referred to as "Warehouse receivables") are funded directly to borrowers by our Warehouse facilities and are generally repaid within a 45-day period after origination when the third-party investor buys the loan(s); upon surrender of control over each loan, we account for the transfer as a sale. Warehouse receivables are measured and reported at fair value in accordance with our entity-wide election of the fair value option. As such, increases or decreases in the fair value of loans are recognized as Revenue on the Consolidated Statements of Comprehensive Income. Historically, we have not experienced credit quality deterioration or uncollectible balances with respect to our Warehouse receivables. We generally retain certain servicing rights upon sale of the mortgage loan (refer to the Mortgage Servicing Rights section below). We typically retain no exposure for credit losses on loans subsequent to sale, except for loans under Fannie Mae's Delegated Underwriting and Servicing ("DUS") program. 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 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. 79 Table of Contents Financial Guarantees Certain loans we originate and sell under the Fannie Mae DUS program retain a percentage of the risk of loss. This loss-sharing aspect of the program represents an off-balance sheet credit exposure, and we have established a contingent reserve ("loan loss guarantee reserve") for this risk in accordance with ASC Topic 326. To estimate the reserve, we use a model that analyzes historical losses, current and expected economic conditions, and reasonable and supportable forecasts. The model also considers specific details of the underlying property used as collateral, such as occupancy and financial performance. 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. For all DUS program loans with loss-sharing obligations, we record a non-contingent liability equal to the estimated fair value of the guarantee obligations undertaken upon sale of the loan, which reduces our gain on sale of the loan. Subsequently, this liability is amortized over the estimated life of the loan and recognized as Revenue on the Consolidated Statements of Comprehensive Income. The loss-sharing guarantee obligation (in accordance with ASC Topic 460, Guarantees ) is separate from the loan loss guarantee reserve discussed abov e. As of December 31, 2024 and 2023, loss-sharing guarantee obligations were $ 30.0 million and $ 30.9 million, respectively, and was included in Other liabilities on the Consolidated Balance Sheets. See Note 13, Commitments and Contingencies , for further information on the DUS program. Mortgage Servicing Rights We generally retain certain servicing rights in connection with the origination and sale of Warehouse receivables. We initially record MSRs based on the fair value of these rights on the date the loans are sold, which could result in net gains which we recognize as Revenue on the Consolidated Statements of Comprehensive Income. 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. In addition, we evaluate MSR intangible assets for impairment on a quarterly basis, or more frequently if circumstances or events indicate a change in fair value. Other than write-offs due to prepayments of sold Warehouse receivables for which we retained the servicing rights, there have been no significant instances of impairment during the three-year period ended December 31, 2024. However, an increase in loan prepayment activity or deterioration in the credit quality of borrowers could result in a decrease to our MSR balance. 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. 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. Restricted Cash Restricted cash primarily consists of cash amounts set aside to satisfy legal or contractual requirements arising in the normal course of business. We are restricted in our ability to withdraw these funds other than for their specified use. Property and Equipment We record property and equipment at cost and depreciate these assets over their relevant useful lives. We capitalize certain direct costs relating to internal-use software when incurred during the development phase. We evaluate property and equipment for impairment whenever events or circumstances indicate the carrying value of an asset group may not be recoverable. We record an impairment loss to the extent the carrying value exceeds the estimated fair value. We did not recognize any significant impairment losses related to property and equipment during the three years ended December 31, 2024. 80 Table of Contents We calculate depreciation on property and equipment for financial reporting purposes using the straight-line method based on the estimated useful lives of our assets. Depreciation expense related to property and equipment for the years ended December 31, 2024, 2023 and 2022 was $ 189.5 million, $ 168.7 million and $ 157.7 million, respectively. The following table shows the gross value of major asset categories and the standard depreciable lives, as of December 31, 2024, for each of these asset categories. December 31, ($ in millions) 2024 2023 Depreciable Life Furniture, fixtures and equipment $ 144.9 145.4 3 to 13 years Computer equipment and software 1,070.7 987.9 2 to 7 years Leasehold improvements 480.6 468.2 1 to 15 years Other (1) 63.5 51.5 2 to 30 years Total 1,759.7 1,653.0 Less: Accumulated depreciation 1,161.6 1,039.1 Net property and equipment $ 598.1 613.9 (1) Other includes certain assets, such as land, which are not depreciated. Business Combinations, Goodwill and Other Intangible Assets We have historically grown, in part, through a series of acquisitions. Consistent with the services nature of the majority of businesses we have acquired, we have recognized significant goodwill and intangible assets resulting from these acquisitions. Intangible assets are initially recorded at their respective acquisition date fair values and amortized on a straight-line basis over their estimated useful lives. They primarily represent customer relationships, management contracts and customer backlogs acquired as part of our acquisitions. 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 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. It is possible our determination that goodwill for a reporting unit is not impaired could change in the future if current economic or other conditions deteriorate. We will continue to monitor the relationship between our market capitalization and carrying value, as well as the ability of our reporting units to deliver current and projected earnings and cash flows sufficient to support the carrying values of the net assets of their respective businesses. We evaluate our Identified intangibles for impairment annually or more frequently if other events or circumstances indicate the carrying value may be impaired. See Note 4, Business Combinations, Goodwill and Other Intangible Assets, for additional information on business combinations, goodwill and other intangible assets. 81 Table of Contents Investments We invest in certain ventures that primarily own and operate commercial real estate on a global basis across a wide array of sectors including retail, residential and office. Historically, these investments have primarily been co-investments in funds our LaSalle business establishes in the ordinary course of business for its clients. These investments take the form of equity ownership interests generally ranging from less than 1 % to 10 % of the respective ventures and, based upon investment-specific objectives, have generally included five to nine-year investment periods. Typically, our investments are not redeemable until the earlier of the disposition of the underlying real estate investments or the end of the fund's life. When in place, such restrictions are a result of our role beyond that of a passive investor, which generally means an advisory or management responsibility on behalf of the other investors who are typically clients of our LaSalle business. We primarily account for these investments at fair value utilizing information provided by investees, however, as further discussed below, we report certain of our investments under the equity method. In addition to our LaSalle investments, JLL Technologies has strategic investments in early to mid-stage 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 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. We account for such general partner interests at fair value or under the equity method. For limited partnerships in which we are a limited partner, management has concluded we do not have a controlling interest in these limited partnerships. When we have an asset advisory contract with the limited partnership, the combination of our limited partner interest and the advisory agreement generally provides us with significant influence over the real estate limited partnership venture. Accordingly, we account for such investments at fair value or under the equity method. See "Principles of Consolidation" above for additional discussion of the accounting for our co-investments. For investments reported at fair value, we maintain an investment account that is increased or decreased each reporting period by the difference between the fair value of the investment and the carrying value as of the balance sheet date. These fair value adjustments are reflected as gains or losses on the Consolidated Statements of Comprehensive Income within Equity (losses) earnings. To the extent applicable, we estimate fair value of our investments using the net asset value ("NAV") per share (or its equivalent) our investees provide. For JLL Technologies investments in proptech companies, we primarily estimate the fair value based on the per-share pricing. Subsequent funding rounds or changes in the companies' business strategy/outlook are indicators of a change in fair value. The fair value of certain investments is estimated using significant unobservable inputs which requires judgment due to the absence of market data. In determining the estimated fair value of these investments, we utilize appropriate valuation techniques including discounted cash flow analyses, scorecard method, Black-Scholes models and other methods as appropriate. Key inputs include projected cash flows, discount rates, peer group multiples and volatility. If we elect to apply the measurement alternative for equity investments that do not have readily determinable fair values, we will measure them at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An impairment loss would be recorded when an event or circumstance indicates a decline in value has occurred. For investments accounted for under the equity method, we maintain an investment account that is (i) increased by contributions made and by our share of net income earned by the real estate ventures, and (ii) decreased by distributions received and by our share of net losses realized by the real estate ventures. Our share of each real estate venture's net income or loss, including gains and losses from capital transactions, is reflected on the Consolidated Statements of Comprehensive Income as Equity (losses) earnings. We evaluate our investments accounted for under the equity method for other-than-temporary impairment on a quarterly basis, or as events or changes in circumstances warrant such an evaluation. Our evaluations consider the existence of impairment indicators in the underlying real estate assets that compose the majority of our investments. We base such evaluations, in regard to both the investment and the investment’s underlying asset levels, on regular updates to future cash flow models, our share of co-investment cash flows, and factors such as operational 82 Table of Contents performance, market conditions, major tenancy matters, legal and environmental concerns, and our ability and intent to hold each investment. If an investment is considered other-than-temporarily impaired, we record the excess of the carrying value over the estimated fair value as an impairment charge. Impairment charges to write down the carrying value of the real estate assets underlying our investments are generally based on the result of discounted cash flow models that primarily rely upon unobservable inputs to determine fair value. We recognize our proportionate share of such impairment within Equity (losses) earnings on the Consolidated Statements of Comprehensive Income. See Note 5, Investments, and Note 9, Fair Value Measurements, for additional information on Investments. Stock-Based Compensation Stock-based compensation in the form of restricted stock units ("RSUs") and performance stock units ("PSUs") is an important element of our compensation programs. We determine the fair value of RSUs, subject only to service requirements, based on the closing market price of our common stock on the grant date. PSUs are subject to service requirements and performance measures. All PSUs contain one or more performance conditions, such as a pre-defined target based on the Company’s cumulative earnings per share over a multi-year period. For certain executives there is an additional performance measure, a market condition, based on total shareholder return ("TSR") against a peer group. 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, (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. 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. employees. We do not estimate forfeitures; instead, we recognize forfeitures in Compensation and benefits expense as they occur. See Note 6, Stock-Based Compensation, for additional information on our stock-based compensation plans. Income Taxes We account for income taxes under the asset and liability method. We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been included in our consolidated financial statements or tax returns. Under this method, we determine deferred tax assets and liabilities based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. An increase or decrease in a deferred tax asset or liability that results from a change in circumstances, and that causes a change in our judgment about expected future tax consequences of events, would be included in the tax provision when the changes in circumstances and our judgment occurs. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. A valuation allowance is established if we believe it is more-likely-than-not all or some portion of a deferred tax asset will not be realized. An increase or decrease in a valuation allowance that results from a change in circumstances, and that causes a change in our judgment about the ability to realize the related deferred tax asset, would be included in the tax provision when the changes in circumstances and our judgment occurs. See Note 8, Income Taxes, for additional information on income taxes. 83 Table of Contents Derivatives and Hedging Activities We do not enter into derivative financial instruments for trading or speculative purposes. However, in the normal course of business, we do use derivative financial instruments in the form of foreign currency forward contracts to manage our foreign currency exchange rate risk. We currently do not use hedge accounting for these contracts, which are marked-to-market each period with changes in unrealized gains or losses offset by foreign currency gains and losses on associated intercompany loans and other foreign currency balances. Gains and losses from the revaluation of these contracts are recognized as a component of Operating, administrative and other expense and are offset by the gains and losses recognized on the revaluation of intercompany loans and other foreign currency balances such that the impact to net income was not significant for any of the three years ended December 31, 2024. For presentation and disclosure, we net our exposure by counterparty for all counterparties subject to International Swaps and Derivatives Association Master Agreements. We have considered the counterparty credit risk related to these forward foreign currency exchange contracts and do not deem any counterparty credit risk to be material as of December 31, 2024, in part due to the short-term nature of these contracts. In addition, certain loan commitments and forward sales commitments related to our Warehouse receivables meet the definition of a derivative and are recorded at fair value on the Consolidated Balance Sheets. The estimated fair value of loan commitments includes the fair value of the expected net cash flows associated with servicing of the loan, other net cash flows associated with origination and sale of the loan, and the effects of market interest rate movements. The estimated fair value of forward sale commitments includes the effects of market interest rate movements. Therefore, the effect of market interest rate movements on estimated fair value offset between the loan commitments and the forward sale commitments. Adjustments to fair value related to loan and forward sale commitments are included within Revenue on the Consolidated Statements of Comprehensive Income. See Note 9, Fair Value Measurements, for additional information on derivative financial instruments. Leases Substantially all of our operating leases are related to office space we lease in various buildings for our own use. The terms of these non-cancelable operating leases typically require us to pay rent and a share of operating expenses and real estate taxes, generally with an inflation-based rent increase included. We also lease equipment under both operating and finance lease arrangements. 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. rent) over the lease term beginning at the commencement date. The Operating lease right-of-use assets are adjusted for lease incentives, deferred rent, and initial direct costs, if incurred. Our leases generally do not include an implicit rate; 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 (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. Finance leases are included in Property and equipment, net of accumulated depreciation, Short-term borrowings, and Other liabilities on our Consolidated Balance Sheets. Our finance leases do not represent a significant portion of our leasing activity. See Note 11, Leases, for additional information on leases. Foreign Currency Translation We prepare the financial statements of our subsidiaries located outside the U.S. using local currency as the functional currency. The assets and liabilities of these subsidiaries are translated to U.S. dollars at the rates of exchange as of the balance 84 Table of Contents 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. Income and expenses are translated at the average monthly rates of exchange. We include gains and losses from foreign currency transactions in net earnings as a component of Operating, administrative and other expense. For the years ended December 31, 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. Cash Held for Others We manage significant amounts of cash and cash equivalents in our role as agent for certain of our investment, facility management and property management clients. We do not include such amounts on the Consolidated Balance Sheets. Taxes Collected from Clients and Remitted to Governmental Authorities We account for tax assessed by a governmental authority that is based on a revenue or transaction value (i.e., sales, use and value-added taxes) on a net basis, excluded from revenue, and recorded as current liabilities until paid. Other Commitments and Contingencies We are subject to various claims and contingencies related to disputes, lawsuits and taxes as well as commitments under contractual obligations. Many of these claims are covered under our current insurance programs, subject to deductibles. Our current insurance programs include professional, auto and general liability. The level of risk retained by our captive insurance company is limited per claim, inclusive of the deductible. For professional indemnity coverage, we contract third-party insurance companies to provide coverage of risk in excess of the policy limits. We recognize the liability associated with a loss contingency when a loss is probable and estimable. See Note 13, Commitments and Contingencies, for additional information on commitments and contingencies. Earnings Per Share; Net Income Available to Common Shareholders The difference between basic weighted average shares outstanding and diluted weighted average shares outstanding represents the dilutive impact of our common stock equivalents. Common stock equivalents consist of shares to be issued under employee stock-based compensation programs. Anti-dilutive shares were de minimis for all periods presented. See Note 6, Stock-Based Compensation, for additional information on our stock-based compensation plans. New Accounting Standards Recently adopted accounting guidance 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. 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. 85 Table of Contents Recently issued accounting guidance, not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are evaluating the effect this guidance will have on our tax disclosures. 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. 3. BUSINESS SEGMENTS We manage and report our operations as five global business segments: (1) Markets Advisory, (2) Capital Markets, (3) Work Dynamics, (4) JLL Technologies and (5) LaSalle. Markets Advisory offers a wide range of real estate services, including agency leasing and tenant representation, property management, advisory and consulting services. Capital Markets service offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing. Our Work Dynamics business provides a broad suite of integrated services to occupiers of real estate, including facility and project management, as well as portfolio and other services. Our JLL Technologies segment offers software products, solutions and services, while LaSalle provides investment management services on a global basis to institutional investors and high-net-worth individuals. We allocate all indirect expenses to our segments, other than interest and income taxes, as nearly all expenses incurred benefit one or more of the segments. 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) 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. Our CODM is not provided with total asset information by segment and accordingly does not measure or allocate resources based on total assets information. Therefore, we have not disclosed asset information by segment. As of December 31, 2024, we define the Global Executive Board, collectively, as our CODM. 86 Table of Contents Summarized financial information by business segment is as follows. Markets Advisory Year Ended December 31, (in millions) 2024 2023 2022 Leasing $ 2,596.2 2,343.6 2,759.2 Property Management 1,795.1 1,675.1 1,525.3 Advisory, Consulting and Other 109.4 102.9 131.0 Revenue $ 4,500.7 4,121.6 4,415.5 Less: 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 Add: 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 (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 Value and Risk Advisory 373.0 363.8 374.9 Loan Servicing 161.2 152.6 157.9 Revenue $ 2,040.4 1,778.0 2,488.2 Less: 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 Add: 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 Depreciation and amortization $ 66.8 65.6 61.6 87 Table of Contents Work Dynamics Year Ended December 31, (in millions) 2024 2023 2022 Workplace Management $ 12,529.7 10,706.2 9,819.2 Project Management 3,151.9 2,924.8 2,972.3 Portfolio Services and Other 516.0 500.1 477.0 Revenue $ 16,197.6 14,131.1 13,268.5 Less: 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 Add: Equity earnings 2.2 1.4 1.2 Other segment items — ( 0.4 ) ( 0.6 ) Adjusted EBITDA $ 316.3 264.0 230.1 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 Less: 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 Add: 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 LaSalle Year Ended December 31, (in millions) 2024 2023 2022 Advisory fees $ 373.8 406.2 404.6 Transaction fees and other 33.5 30.0 44.8 Incentive fees 60.6 47.5 26.6 Revenue $ 467.9 483.7 476.0 Less: 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 Add: 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 88 Table of Contents The following table is a reconciliation of segment revenue to consolidated revenue. Year Ended December 31, (in millions) 2024 2023 2022 Markets Advisory $ 4,500.7 4,121.6 4,415.5 Capital Markets 2,040.4 1,778.0 2,488.2 Work Dynamics 16,197.6 14,131.1 13,268.5 JLL Technologies 226.3 246.4 213.9 LaSalle 467.9 483.7 476.0 Total revenue $ 23,432.9 20,760.8 20,862.1 The following table is a reconciliation of Adjusted EBITDA to Net income attributable to common shareholders. Year Ended December 31, (in millions) 2024 2023 2022 Adjusted EBITDA - Markets Advisory $ 547.6 416.6 527.5 Adjusted EBITDA - Capital Markets 244.4 173.1 444.0 Adjusted EBITDA - Work Dynamics 316.3 264.0 230.1 Adjusted EBITDA - JLL Technologies ( 22.3 ) ( 19.1 ) ( 97.5 ) Adjusted EBITDA - LaSalle 100.3 103.8 96.2 Adjusted EBITDA - Consolidated $ 1,186.3 938.4 1,200.3 Adjustments: Restructuring and acquisition charges $ ( 23.1 ) ( 100.7 ) ( 104.8 ) Net (loss) gain on disposition — ( 0.5 ) ( 7.5 ) 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 Interest expense, net of interest income ( 136.9 ) ( 135.4 ) ( 75.2 ) Income tax provision ( 132.5 ) ( 25.7 ) ( 200.8 ) Depreciation and amortization (1) ( 252.0 ) ( 234.4 ) ( 225.2 ) Net income attributable to common shareholders $ 546.8 225.4 654.5 (1) This adjustment excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders. The following table sets forth the revenue from our most significant currencies. Year Ended December 31, (in millions) 2024 2023 2022 United States dollar $ 14,402.3 12,258.9 12,375.9 British pound 1,773.5 1,640.0 1,575.6 Euro 1,464.9 1,436.1 1,535.6 Australian dollar 1,085.3 1,036.9 1,183.0 Indian rupee 823.8 661.4 591.0 Canadian dollar 612.6 613.8 593.8 Hong Kong dollar 567.1 544.8 532.3 Chinese yuan 488.1 480.9 506.0 Singapore dollar 447.3 425.4 368.4 Japanese yen 346.3 286.6 233.8 Other currencies 1,421.7 1,376.0 1,366.7 Total revenue $ 23,432.9 20,760.8 20,862.1 89 Table of Contents 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. 4. BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS 2024 Business Combinations Activity During the year ended December 31, 2024, we completed two strategic acquisitions, presented below. Acquired Company Quarter of Acquisition Country Primary Segment 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: (1) cash paid at closing of $ 13.6 million and (2) prior 50.0 % ownership previously accounted for as an equity method investment which had a fair value of $ 10.0 million. The allocation of purchase consideration resulted in goodwill of $ 18.7 million, identifiable intangibles of $ 2.1 million and other net assets (acquired assets less assumed liabilities) of $ 2.8 million. During the year ended December 31, 2023 we paid $ 26.8 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. Earn-Out Payments ($ in millions) December 31, 2024 December 31, 2023 Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria 13 14 Maximum earn-out payments (undiscounted) $ 108.0 100.0 Short-term earn-out liabilities (fair value) (1) 12.0 12.0 Long-term earn-out liabilities (fair value) (1) 23.8 45.5 (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. Refer to Note 9, Fair Value Measurements, and Note 14, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities. 90 Table of Contents Goodwill and Other Intangible Assets Goodwill and unamortized intangibles as of December 31, 2024 consisted of: (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. dollar, which means a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates. The following table details, by reporting segment, the annual movements in goodwill. (in millions) Markets Advisory Capital Markets Work Dynamics JLL Technologies LaSalle Consolidated Balance as of December 31, 2022 $ 1,742.9 1,949.2 532.6 247.7 55.6 $ 4,528.0 Additions, net of adjustments — 18.7 — — — 18.7 Dispositions ( 0.4 ) ( 0.2 ) — — — ( 0.6 ) Impact of exchange rate movements 16.8 18.7 5.1 — 0.7 41.3 Balance as of December 31, 2023 $ 1,759.3 1,986.4 537.7 247.7 56.3 $ 4,587.4 Additions, net of adjustments 17.7 3.4 40.5 2.4 — 64.0 Impact of exchange rate movements ( 16.4 ) ( 18.3 ) ( 5.0 ) — ( 0.4 ) ( 40.1 ) Balance as of December 31, 2024 $ 1,760.6 1,971.5 573.2 250.1 55.9 $ 4,611.3 The following tables detail, by intangible type, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles. (in millions) MSRs Other Intangibles Consolidated Gross Carrying Amount Balance as of December 31, 2022 $ 747.3 557.0 $ 1,304.3 Additions, net of adjustments 94.6 7.2 101.8 Adjustment for fully amortized intangibles ( 40.1 ) ( 21.3 ) ( 61.4 ) Impact of exchange rate movements — 3.3 3.3 Balance as of December 31, 2023 801.8 546.2 1,348.0 Additions, net of adjustments 89.0 30.2 119.2 Adjustment for fully amortized intangibles ( 39.7 ) ( 27.2 ) ( 66.9 ) Impact of exchange rate movements — ( 5.4 ) ( 5.4 ) Balance as of December 31, 2024 $ 851.1 543.8 $ 1,394.9 Accumulated Amortization Balance as of December 31, 2022 $ ( 242.2 ) ( 203.6 ) $ ( 445.8 ) Amortization expense, net (1) ( 107.7 ) ( 70.0 ) ( 177.7 ) Adjustment for fully amortized intangibles 40.1 21.3 61.4 Impact of exchange rate movements — ( 0.9 ) ( 0.9 ) Balance as of December 31, 2023 ( 309.8 ) ( 253.2 ) ( 563.0 ) Amortization expense, net (1) ( 109.9 ) ( 66.3 ) ( 176.2 ) Adjustment for fully amortized intangibles 39.7 27.2 66.9 Impact of exchange rate movements — 1.5 1.5 Balance as of December 31, 2024 $ ( 380.0 ) ( 290.8 ) $ ( 670.8 ) Net book value as of December 31, 2024 $ 471.1 253.0 $ 724.1 91 Table of Contents (1) Included in this amount for MSRs was $ 7.7 million and $ 10.0 million for 2024 and 2023, respectively, relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights. Amortization of MSRs is included in Revenue within the Consolidated Statements of Comprehensive Income. The remaining weighted average amortization period of MSRs and other finite-lived identifiable intangible assets is 3.6 years and 4.6 years, respectively, and the remaining estimated future amortization expense by year, as of December 31, 2024, is presented in the following table. (in millions) MSRs Other Intangibles Total 2025 $ 102.2 49.9 $ 152.1 2026 90.0 25.7 115.7 2027 79.1 19.7 98.8 2028 65.0 18.4 83.4 2029 48.8 17.7 66.5 Thereafter 86.0 74.6 160.6 Total $ 471.1 206.0 $ 677.1 92 Table of Contents 5. INVESTMENTS Summarized investment balances are presented in the following table. December 31, (in millions) 2024 2023 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 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 $ 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"); we assess each identified VIE to determine whether we are the primary beneficiary. We had equity method investments, either directly or indirectly, of $ 190.7 million and $ 146.9 million as of December 31, 2024 and 2023, respectively, in entities classified as VIEs. In prior periods, we determined we were the primary beneficiary of certain VIEs and accordingly, we consolidated such entities. In December of 2022, as a result of a reconsideration event, we concluded we were no longer the primary beneficiary of these VIEs and, therefore, no longer consolidate these VIEs. Summarized financial information for our consolidated VIEs is presented in the following table. As a result of the reconsideration event described above, there are no consolidated VIE balances as of December 31, 2024 and 2023 and net income was consolidated up to the reconsideration date. Year Ended December 31, (in millions) 2024 2023 2022 Revenue $ — — 17.6 Operating and other expenses — — ( 23.8 ) Net gain on sale of investments (1) — — 142.3 Net income (loss) $ — — 136.1 (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 attributable to noncontrolling interest in the Consolidated Statements of Comprehensive Income, respectively. 93 Table of Contents The following tables summarize the combined financial information for certain of our unconsolidated investments accounted for under the equity method or at fair value. December 31, (in millions) 2024 2023 Balance Sheets: Investments, net of depreciation $ 36,058.9 37,233.7 Total assets 40,774.4 41,321.2 Mortgage indebtedness 11,803.7 12,321.2 Other borrowings 2,495.6 2,584.1 Total liabilities 17,525.1 17,513.9 Total equity 23,249.3 23,807.3 Year Ended December 31, (in millions) 2024 2023 2022 Statements of Operations: Revenue $ 2,586.2 2,403.5 2,193.4 Net (loss) income 253.5 ( 1,085.8 ) 576.6 Impairment During the year ended December 31, 2022, we recorded a $ 19.6 million other-than-temporary impairment charge related to an investment accounted for under the equity method. This activity was included within Equity (losses) earnings on our Consolidated Statements of Comprehensive Income. There were no significant other-than-temporary impairments in 2024 or 2023. Fair Value We report a majority of our investments at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity (losses) earnings. The table below shows the movement in our investments reported at fair value. 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, (in millions) 2024 2023 2022 Fair value investments as of January 1, $ 740.8 794.9 639.6 Investments (1) 104.3 160.4 156.1 Distributions ( 27.8 ) ( 25.2 ) ( 38.5 ) Change in fair value ( 62.4 ) ( 197.8 ) 61.3 Foreign currency translation adjustments, net ( 12.9 ) 8.5 ( 23.6 ) Fair value investments as of December 31, $ 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. 94 Table of Contents 6. 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/or market conditions. 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. The expense related to retention awards issued in conjunction with acquisitions is included within Restructuring and acquisition charges. Stock-based compensation expense by award type is presented below. In 2023, we recognized $ 13.5 million of stock-based compensation expense reversal associated with the expected achievement against performance measures of certain PSU awards. Year Ended December 31, (in millions) 2024 2023 2022 Restricted stock unit awards $ 82.5 65.9 48.5 Performance stock unit awards 12.6 9.0 26.8 Total $ 95.1 74.9 75.3 Restricted Stock Units and Performance Stock Units RSU Shares (in 000's) PSU Shares (in 000's) Total Shares (in 000's) Weighted Average Grant Date Fair Value Unvested as of December 31, 2021 912.4 646.0 1,558.4 $ 152.27 Granted 353.2 116.5 469.7 204.05 Vested ( 395.7 ) ( 175.1 ) ( 570.8 ) 147.78 Forfeited ( 28.6 ) ( 20.4 ) ( 49.0 ) 168.92 Unvested as of December 31, 2022 841.3 567.0 1,408.3 170.78 Granted 520.5 185.2 705.7 143.64 Vested ( 296.8 ) ( 257.2 ) ( 554.0 ) 126.28 Forfeited ( 74.9 ) ( 36.9 ) ( 111.8 ) 164.42 Unvested as of December 31, 2023 990.1 458.1 1,448.2 175.07 Granted 500.9 168.7 669.6 210.34 Vested ( 347.5 ) ( 109.0 ) ( 456.5 ) 184.86 Forfeited ( 52.8 ) ( 92.1 ) ( 144.9 ) 173.88 Unvested as of December 31, 2024 1,090.7 425.7 1,516.4 $ 187.78 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. Shares granted during the years ended December 31, 2024, 2023 and 2022 had grant date fair values of $ 140.8 million, $ 101.4 million and $ 95.8 million, respectively. 95 Table of Contents 7. RETIREMENT PLANS Defined Contribution Plans We have a qualified profit sharing plan subject to United States Internal Revenue Code Section 401(k) for eligible U.S. employees. 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. In addition, we maintain several defined contribution retirement plans for eligible non-U.S. employees. The table below provides detail of employer contributions for these plans. Year Ended December 31, (in millions) 2024 2023 2022 Employer contributions (U.S. employees) $ 54.8 52.1 50.1 Employer contributions (non-U.S. employees) 56.8 46.9 43.2 Defined Benefit Plans We maintain five defined benefit pension plans across Europe. It is our policy to fund at least the minimum annual contributions as actuarially determined and as required by applicable laws and regulations. Our contributions to these plans are invested by the plan trustee and, if the investment performance is not sufficient, we may be required to provide additional contributions to cover any pension underfunding. Our largest plan has been closed to new entrants since 2013. The following table provides the projected benefit obligation and plan assets, the net of which represents our funded status, as well as the accumulated benefit obligations of our defined benefit pension plans. December 31, (in millions) 2024 2023 Projected benefit obligation $ 244.9 277.4 Fair value of plan assets 285.7 315.3 Funded status and net amount recognized 40.8 37.9 Accumulated benefit obligation $ 244.9 277.4 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. December 31, (in millions) 2024 2023 Pension assets (included in Other assets) $ 42.8 41.8 Pension liabilities (included in Other liabilities) ( 2.0 ) ( 3.9 ) Net asset recognized $ 40.8 37.9 Accumulated other comprehensive loss $ 94.2 100.4 Net periodic pension cost (benefit) was not material during the three-year period ended December 31, 2024 . 96 Table of Contents 8. INCOME TAXES Our provision for income taxes consisted of the following: Year Ended December 31, (in millions) 2024 2023 2022 U.S. federal: Current $ 34.1 88.1 81.7 Deferred ( 22.7 ) ( 160.1 ) ( 5.8 ) $ 11.4 ( 72.0 ) 75.9 State and Local: Current $ 12.8 33.4 29.2 Deferred ( 5.7 ) ( 54.6 ) 2.1 $ 7.1 ( 21.2 ) 31.3 International: Current $ 120.7 161.2 136.3 Deferred ( 6.7 ) ( 42.3 ) ( 42.7 ) $ 114.0 118.9 93.6 Total $ 132.5 25.7 200.8 The U.S. 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 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. Income tax expense differed from the amounts computed by applying the U.S. federal income tax rate of 21 % to earnings before provision for income taxes as a result of the following: Year Ended December 31, ($ in millions) 2024 2023 2022 Income tax expense at statutory rates $ 142.6 21.0 % $ 52.9 21.0 % $ 208.7 21.0 % Increase (reduction) in income taxes from: State and local income taxes, net of federal income tax benefit 5.4 0.8 ( 17.1 ) ( 6.8 ) 26.8 2.7 Nondeductible expenses 13.8 2.0 7.1 2.9 13.9 1.4 International earnings taxed at various rates ( 32.3 ) ( 4.8 ) ( 58.4 ) ( 23.2 ) ( 34.7 ) ( 3.5 ) Valuation allowance 12.7 1.9 41.3 16.4 ( 4.8 ) ( 0.5 ) Other, net ( 9.7 ) ( 1.4 ) ( 0.1 ) ( 0.1 ) ( 9.1 ) ( 0.9 ) 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 over 90 countries or other taxable jurisdictions outside of the U.S. which are treated as such by the U.S. Internal Revenue Code. Of those countries or other taxable jurisdictions, 70 had income tax rates lower than the combined U.S. federal and state income tax rate in 2024. 97 Table of Contents 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. Effective January 1, 2018, the U.S. federal income tax rate was reduced to 21 %. However, factoring in the impact of state income taxes, we do not consider the U.S. to be a very low tax rate jurisdiction. With respect to very low tax rate jurisdictions in which we operate, income from Hong Kong ( 16.5 %), Singapore ( 17 %), and Israel ( 23 %) represent the most significant components of the international earnings line item in our effective tax rate reconciliation. In the aggregate, these very low tax rate jurisdictions contributed a large proportion of the difference between the actual income tax provision for international earnings and the equivalent provision at the U.S. federal and state statutory rate in 2024. Our income (loss) before taxes from domestic (U.S.) and international sources is presented in the following table. Year Ended December 31, (in millions) 2024 2023 2022 Domestic $ 93.4 ( 175.5 ) 447.9 International 585.9 427.4 546.3 Total $ 679.3 251.9 994.2 The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below. December 31, (in millions) 2024 2023 Deferred tax assets attributable to: Accrued expenses $ 472.3 511.3 U.S. federal and state loss and credit carryovers 66.2 55.1 Allowances for uncollectible accounts 37.5 37.6 International loss carryovers 330.6 313.0 Investments 20.4 1.6 Pension liabilities 27.9 27.7 Deferred tax assets 954.9 946.3 Less: valuation allowances ( 164.9 ) ( 172.7 ) Net deferred tax assets $ 790.0 773.6 Deferred tax liabilities attributable to: Property and equipment $ 8.4 24.8 Intangible assets 277.5 277.7 Income deferred for tax purposes 26.6 11.4 Other 4.9 7.1 Deferred tax liabilities $ 317.4 321.0 Net deferred taxes $ 472.6 452.6 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. If repatriation of all such earnings were to occur, we would incur withholding taxes, dividend distribution taxes and potentially an amount of gain taxation which is not presently determinable. 98 Table of Contents As of December 31, 2024, we had an available U.S. federal net operating loss ("NOL") carryover of $ 47.6 million from acquired companies, for which we have established a full valuation allowance due to significant statutory limitations on its usage, and which will begin to expire in 2028. We have U.S. state NOL carryovers with a tax effect of $ 19.2 million, which expire at various dates through 2044, and international NOL carryovers of $ 1,324.0 million, which generally do not have expiration dates. 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, 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. In 2024, we reduced valuation allowances by $ 30.1 million on some jurisdictions' NOLs due to the utilization or expiration of those losses; and we increased valuation allowances by $ 28.3 million for other jurisdictions based upon circumstances that caused us to establish or continue to provide valuation allowances on current or prior-year losses (including acquired NOL carryovers) in addition to those provided in prior years. The remaining movement in valuation allowances comparing December 31, 2024 to December 31, 2023 was attributable to the effect of changes in foreign currency exchange rates. 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, 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 approximately 80 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, 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. (in millions) 2024 2023 Balance as of January 1, $ 71.2 75.1 Additions based on tax positions related to the current year 2.8 2.9 Increase (decrease) related to tax positions of prior years 1.6 ( 6.8 ) Settlements with taxing authorities ( 1.9 ) — Balance as of December 31, $ 73.7 71.2 We believe it is reasonably possible that matters for which we have recorded $ 42.8 million of unrecognized tax benefits as of December 31, 2024 will be resolved during 2025. 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 believe we have material tax positions for which the ultimate deductibility is highly certain, but there is uncertainty about the timing of such deductibility. We recognize interest accrued and penalties, if any, in Income tax provision on our Consolidated Statements of Comprehensive Income. During the years ended December 31, 2024, 2023 and 2022, the amount of interest expense and penalties was not material. In addition, the amount of accrued interest related to income taxes was not material as of December 31, 2024 and 2023 . 99 Table of Contents 9. FAIR VALUE MEASUREMENTS We measure certain assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures , which defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, it establishes a framework for measuring fair value according to the following three-tier fair value hierarchy: • Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date; • Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. 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, 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, 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. The fair value and carrying value of our debt are presented in the following table. December 31, (in millions) 2024 2023 Long-term debt, fair value $ 785.2 798.1 Long-term debt, carrying value, net of debt issuance costs 756.7 779.3 Investments at Fair Value - Net Asset Value ("NAV") We report a significant portion of our investments at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value, and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity (losses) earnings. For a subset of our investments reported at fair value, we estimate the fair value using the NAV per share (or its equivalent) our investees provide. Critical inputs to NAV estimates included valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. We did not consider adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate. As of December 31, 2024 and 2023, investments at fair value using NAV were $ 367.9 million and $ 321.8 million, respectively. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table. 100 Table of Contents Recurring Fair Value Measurements The following table categorizes by level in the fair value hierarchy the estimated fair value of our assets and liabilities measured at fair value on a recurring basis. December 31, 2024 2023 (in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Investments - fair value $ 43.8 — 330.3 51.7 — 367.3 Foreign currency forward contracts receivable — 4.9 — — 12.5 — Warehouse receivables — 770.7 — — 677.4 — Deferred compensation plan assets — 664.0 — — 604.3 — Mortgage banking derivative assets — — 161.1 — — 128.0 Total assets at fair value $ 43.8 1,439.6 491.4 51.7 1,294.2 495.3 Liabilities Foreign currency forward contracts payable $ — 13.9 — — 8.8 — Deferred compensation plan liabilities — 658.4 — — 576.1 — Earn-out liabilities — — 35.8 — — 57.5 Mortgage banking derivative liabilities — — 67.3 — — 117.7 Total liabilities at fair value $ — 672.3 103.1 — 584.9 175.2 Investments We classify one investment as Level 1 in the fair value hierarchy as a quoted price is readily available. We increase or decrease our investment each reporting period by the change in the fair value of the investment. We report the fair value adjustments in the Consolidated Statements of Comprehensive Income within Equity (losses) earnings. Investments classified as Level 3 in the fair value hierarchy represent investments in early-stage non-public entities where we elected the fair value option. For most of our investments, the carrying value was deemed to approximate fair value due to the proximity of the investment date, or date of most recent financing raise, to the balance sheet date, as well as consideration of investee-level performance updates. The fair value of certain investments is estimated using significant unobservable inputs which requires judgment due to the absence of market data. In determining the estimated fair value of these investments, we utilize appropriate valuation techniques including discounted cash flow analyses, scorecard method, Black-Scholes models and other methods as appropriate. Key inputs include projected cash flows, discount rates, peer group multiples and volatility. To the extent there are changes in fair value, we recognize such changes through Equity (losses) earnings. Foreign Currency Forward Contracts We regularly use foreign currency forward contracts to manage our currency exchange rate risk related to intercompany lending and cash management practices. These contracts are on the Consolidated Balance Sheets as current assets and current liabilities. We determine the fair values of these contracts based on current market rates. The inputs for these valuations are Level 2 in the fair value hierarchy. The following table details the gross notional value and net basis of these contracts. December 31, (in billions) 2024 2023 Foreign currency forward contracts, gross notional value $ 2.21 2.07 Foreign currency forward contracts, net basis 1.08 1.21 101 Table of Contents We record the asset and liability positions for our foreign currency forward contracts based on the net payable or net receivable position with the financial institutions from which we purchase these contracts. The outstanding balances of these contracts are presented in the following table. December 31, (in millions) 2024 2023 Net asset, receivable positions $ 5.4 15.2 Net asset, payable positions ( 0.5 ) ( 2.7 ) Foreign currency forward contracts receivable $ 4.9 12.5 Net liability, receivable positions $ ( 1.9 ) ( 3.2 ) Net liability, payable positions 15.8 12.0 Foreign currency forward contracts payable $ 13.9 8.8 Warehouse Receivables The fair value of the Warehouse receivables is based on already locked-in security-buy prices. As of December 31, 2024 and 2023, all of our Warehouse receivables included in the Consolidated Balance Sheets were under commitment to be purchased by government-sponsored enterprises ("GSEs") or by a qualifying investor as part of a U.S. government or GSE mortgage-backed security program. The Warehouse receivables are classified as Level 2 in the fair value hierarchy as all significant inputs are readily observable. Deferred Compensation Plan We maintain a deferred compensation plan for certain of our U.S. 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. We recognize an asset for the amount that could be realized under these insurance contracts as of the balance sheet date, and we adjust the deferred compensation obligation to reflect the changes in the fair value of the amount owed to the employees. The inputs for this valuation are Level 2 in the fair value hierarchy. 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. December 31, (in millions) 2024 2023 Deferred compensation plan assets $ 664.0 604.3 Long-term deferred compensation plan liabilities 658.4 576.1 Shares held in trust 11.8 10.4 Earn-Out Liabilities We classify our Earn-out liabilities within Level 3 in the fair value hierarchy because the inputs we use to develop the estimated fair value include unobservable inputs. We base the fair value of our Earn-out liabilities on the present value of probability-weighted future cash flows related to the earn-out performance criteria on each reporting date. We determine the probabilities of achievement we assign to the performance criteria based on the due diligence we performed at the time of acquisition as well as actual performance achieved subsequent to acquisition. An increase to a probability of achievement would result in a higher fair value measurement. See Note 4, Business Combinations, Goodwill and Other Intangible Assets, for additional discussion of our Earn-out liabilities. Mortgage Banking Derivatives In the normal course of business, we enter into simultaneous contractual commitments to originate and sell multi-family mortgage loans at fixed prices with fixed expiration dates. Commitments to borrowers become effective when the borrowers "lock-in" a specified interest rate and maximum principal balance for an established time frame (hereinafter referred to as an interest rate lock commitment or "IRLC"). All mortgagors are evaluated for creditworthiness prior to execution of an IRLC. 102 Table of Contents We are exposed to market interest risk (the risk of movement in market interest rates following the execution of an IRLC) until a loan is funded and onwards through delivery. To mitigate the effect of the interest rate risk inherent in providing IRLCs to borrowers, we simultaneously enter into a forward commitment to sell the eventual loan associated with the IRLC to a GSE or other investor. Similar to the IRLC, the forward sale commitment locks in an interest rate, maximum principal balance, and price for the sale of the loan. Ultimately, the terms of the forward sale commitment and the IRLC are matched in substantially all respects, with the objective of eliminating market interest rate and other balance sheet risk to the extent practical. As an additional element of protection, forward sale commitments extend for a longer period of time as compared to IRLCs to allow, among other things, for the closing of the loan and processing of paperwork to deliver the loan in accordance with the terms of the sale commitment. The fair value of our IRLCs to prospective borrowers and the related inputs primarily include, as applicable, the expected net cash flows associated with servicing the loan and the effects of interest rate movements between the date of the IRLC and the balance sheet date based on applicable published U.S. Treasury rates. The fair value of our forward sales contracts to prospective investors considers the market price movement of a similar security between the trade date and the balance sheet date. The market price changes are multiplied by the notional amount of the forward sales contracts to measure the fair value. Both the rate lock commitments to prospective borrowers and the forward sale contracts to prospective investors are undesignated derivatives and considered Level 3 valuations due to significant unobservable inputs related to nonperformance risk. An increase in nonperformance risk assumptions would result in a lower fair value measurement. The fair valuation is determined using discounted cash flow techniques, and the derivatives are marked to fair value through Revenue in the Consolidated Statements on Comprehensive Income. The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). (in millions) Balance as of December 31, 2023 Net change in fair value Foreign CTA (1) Purchases / Additions Settlements Transfers in (out) (2) Balance as of December 31, 2024 Investments $ 367.3 ( 53.9 ) ( 0.6 ) 5.2 — 12.3 $ 330.3 Mortgage banking derivative assets and liabilities, net 10.3 126.4 — 126.6 ( 169.5 ) — 93.8 Earn-out liabilities 57.5 ( 32.5 ) ( 0.2 ) 13.4 ( 2.3 ) ( 0.1 ) 35.8 (in millions) Balance as of December 31, 2022 Net change in fair value Foreign CTA (1) 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 Mortgage banking derivative assets and liabilities, net 20.7 56.8 — 123.2 ( 190.4 ) — 10.3 Earn-out liabilities 73.2 ( 4.4 ) 0.1 — ( 10.5 ) ( 0.9 ) 57.5 (1) CTA: Currency translation adjustments (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. 103 Table of Contents Net change in fair value, included in the tables above, is reported in Net income as follows. Category of Assets/Liabilities using Unobservable Inputs Consolidated Statements of Comprehensive Income Account Caption Earn-out liabilities (short-term and long-term) Restructuring and acquisition charges Investments Equity (losses) earnings Other current assets - Mortgage banking derivative assets Revenue Other current liabilities - Mortgage banking derivative liabilities Revenue Non-Recurring Fair Value Measurements We review our investments, except those investments otherwise reported at fair value, on a quarterly basis, or as otherwise deemed necessary, for indications of whether we may be unable to recover the carrying value of our investments and whether such investments are other than temporarily impaired. When the carrying amount of the investment is in excess of the estimated future undiscounted cash flows, we use a discounted cash flow approach or other acceptable method to determine the fair value of the investment in computing the amount of the impairment. Our determination of fair value primarily relies on Level 3 inputs. During the year ended December 31, 2022, we recognized an investment-level impairment charge on one investment accounted for under the equity method of accounting, as further described in Note 5, Investments. We did not recognize any additional significant investment-level impairment losses during the three-year period ended December 31, 2024. 10. DEBT Debt is composed of the following obligations. December 31, (in millions) 2024 2023 Local overdraft facilities $ 18.9 13.4 Other short-term borrowings 134.9 134.5 Commercial paper, net of debt issuance costs of $ 0.7 and $ — 199.3 — 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 88.6 610.6 Long-term senior notes, 1.96 %, face amount of € 175.0 , due June 2027, net of debt issuance costs of $ 0.3 and $ 0.4 181.2 193.3 Long-term senior notes, 6.875 %, face amount of $ 400.0 , due December 2028, net of debt issuance costs of $ 5.6 and $ 7.1 394.4 392.9 Long-term senior notes, 2.21 %, face amount of € 175.0 , due June 2029, net of debt issuance costs of $ 0.5 and $ 0.6 181.1 193.1 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. 104 Table of Contents Credit Facilities 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, 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 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, ($ in millions) 2024 2023 Average outstanding borrowings $ 1,381.4 1,875.9 Average effective interest rate 5.9 % 5.9 % We will continue to use the Facility for, but not limited to, business acquisitions, working capital needs (including payment of accrued incentive compensation), co-investment activities, share repurchases and capital expenditures. Short-Term and Long-Term Debt 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. As of December 31, 2024, our issuer and senior unsecured ratings were investment grade: Baa1 from Moody’s Investors Service, Inc. and BBB+ from Standard & Poor’s Ratings Services. Covenants Our Facility and senior notes are subject to customary financial and other covenants, including cash interest coverage ratios and leverage ratios, as well as event of default conditions. We remained in compliance with all covenants as of December 31, 2024. Warehouse Facilities December 31, 2024 December 31, 2023 ($ in millions) Outstanding Balance Maximum Capacity Outstanding Balance Maximum Capacity Warehouse facilities: SOFR plus 1.40% , expires September 15, 2025 (1) $ 341.3 700.0 159.0 700.0 SOFR plus 1.30% , expires September 13, 2025 (1) 416.5 2,100.0 405.1 1,200.0 SOFR plus 1.40% , expires October 23, 2025 (1) 8.8 400.0 62.3 400.0 Fannie Mae ASAP (2) program, SOFR plus 1.25% 75.3 n/a 37.3 n/a Gross warehouse facilities 841.9 3,200.0 663.7 2,300.0 Debt issuance costs ( 0.9 ) n/a ( 1.0 ) n/a Total warehouse facilities $ 841.0 3,200.0 662.7 2,300.0 (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. We have lines of credit established for the sole purpose of funding our Warehouse receivables. These lines of credit exist with financial institutions and are secured by the related warehouse receivables. Pursuant to these facilities, we are required to comply with certain financial covenants regarding (i) minimum net worth, (ii) minimum servicing-related loans and (iii) minimum adjusted leverage ratios. We remained in compliance with all covenants under our facilities as of December 31, 2024. 105 Table of Contents As a supplement to our lines of credit, we have an uncommitted facility with Fannie Mae under its As Soon As Pooled ("ASAP") funding program. After origination, we sell certain warehouse receivables to Fannie Mae; the proceeds are used to repay the original lines of credit used to fund the loan. The ASAP funding program requires us to repurchase these loans, generally within 45 days, followed by an immediate, ultimate, sale back to Fannie Mae. The difference between the price paid upon the original sale to Fannie Mae and the ultimate sale reflects borrowing costs. 11. LEASES For the years ended December 31, 2024, 2023 and 2022, operating lease expense was $ 191.3 million, $ 187.4 million and $ 185.5 million, respectively, and variable and short-term lease expense was $ 50.3 million, $ 44.5 million and $ 38.8 million, respectively. In addition, $ 169.6 million and $ 117.3 million of Operating lease right-of-use assets were obtained in exchange for lease obligations during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, our total commitments related to finance leases was $ 27.8 million. 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. (in millions) 2025 $ 191.9 2026 178.0 2027 152.6 2028 128.8 2029 111.3 Thereafter 282.4 Total future minimum lease payments $ 1,045.0 Less imputed interest 139.0 Total $ 906.0 Other information related to operating leases is as follows. December 31, 2024 Weighted average remaining lease term 6.5 years Weighted average discount rate 4.2 % 106 Table of Contents 12. TRANSACTIONS WITH AFFILIATES As part of our co-investment strategy, we have equity interests in real estate ventures, some of which have certain of our officers as trustees or board of director members, and from which we earn advisory and management fees. Included in the accompanying Consolidated Financial Statements was revenue of $ 631.7 million, $ 896.4 million and $ 686.4 million for 2024, 2023 and 2022, respectively, as well as receivables of $ 115.6 million and $ 179.2 million as of December 31, 2024 and 2023, respectively, related to transactions with affiliates. 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. December 31, (in millions) 2024 2023 Loans related to co-investments (1) $ 81.0 67.0 Advances, travel and other (2) 427.5 389.6 Total $ 508.5 456.6 (1) These nonrecourse loans have been made to allow employees the ability to participate in investment fund opportunities. Such amounts are included in Investments on our Consolidated Balance Sheets. (2) Consists primarily of commissions and other compensation advances to employees that are amortized to Compensation and benefits based on performance over required service periods. Such amounts are included in Notes and other receivables and Long-term receivables on our Consolidated Balance Sheets. 13. COMMITMENTS AND CONTINGENCIES We are a defendant in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount. Many of these litigation matters are covered by insurance (including insurance provided through a consolidated captive insurance company as further discussed below), but they may nevertheless be subject to large deductibles and the amounts being claimed may exceed the available insurance. Although we cannot determine the ultimate liability for these matters, based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity. Professional Indemnity Insurance 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. When a potential loss event occurs, we estimate the ultimate cost of the claim and accrue the amount in Other current and long-term liabilities on our Consolidated Balance Sheets when probable and estimable. In addition, we have established receivables from third-party insurance providers for claim amounts in excess of the risk retained by our captive insurance company. As of December 31, 2024 and 2023, these receivables were $ 0.5 million and $ 2.5 million, respectively, and are included in Notes and other receivables on our Consolidated Balance Sheets. 107 Table of Contents The following table shows the professional indemnity accrual activity and related payments. (in millions) December 31, 2021 $ 1.2 New claims 1.3 Prior year claims adjustments (including foreign currency changes) ( 0.1 ) Claims paid ( 0.2 ) December 31, 2022 2.2 New claims 7.0 Prior year claims adjustments (including foreign currency changes) 5.2 Claims paid ( 5.0 ) December 31, 2023 9.4 New claims 1.0 Prior year claims adjustments (including foreign currency changes) 1.0 Claims paid ( 7.2 ) December 31, 2024 $ 4.2 DUS Program Loan Loss-Sharing As a participant in the DUS program, we retain a portion of the risk of loss for loans that are originated and sold under the DUS program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios. 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, 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. 108 Table of Contents 14. RESTRUCTURING AND ACQUISITION CHARGES Restructuring and acquisition charges include cash and non-cash expenses. Cash-based charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes, (ii) acquisition, transaction and integration-related charges and (iii) other restructuring including lease exit charges. Non-cash charges include (i) stock-based compensation expense for retention awards issued in conjunction with prior-period acquisitions and (ii) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity. Restructuring and acquisition charges are presented in the table below. Year Ended December 31, (in millions) 2024 2023 2022 Severance and other employment-related charges $ 27.1 62.1 44.5 Restructuring, pre-acquisition and post-acquisition charges 26.3 39.6 57.5 Stock-based compensation expense for post-acquisition retention awards 2.3 3.4 6.1 Fair value adjustments to earn-out liabilities ( 32.6 ) ( 4.4 ) ( 3.3 ) Restructuring and acquisition charges $ 23.1 100.7 104.8 We expect nearly all expenses related to (i) severance and other employment-related charges and (ii) restructuring, pre-acquisition and post-acquisition charges as of December 31, 2024 will be paid during the next twelve months. 15. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The table below presents the changes in Accumulated other comprehensive income (loss) by component. (in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total Balance as of December 31, 2022 $ ( 64.2 ) ( 584.0 ) $ ( 648.2 ) Other comprehensive (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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 109