What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-05 compared with 2025-08-06 · 145 added, 128 removed, 394 unchanged (41% of the section changed)

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, for the six months ended June 30, 2025, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the SEC and also available on our website ( www.jll.com ).

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, for the nine months ended September 30, 2025, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the SEC and also available on our website ( www.jll.com ).

You should also refer to Item 7.

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Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024.

There have been no material changes to these critical accounting policies and estimates during the six months ended June 30, 2025.

There have been no material changes to these critical accounting policies and estimates during the nine months ended September 30, 2025.

ITEMS AFFECTING COMPARABILITY

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This quarterly estimation can result in significant fluctuations in quarterly Compensation and benefits expense from period to period.

Consequently, the results for the periods ended June 30, 2025 and 2024 are not fully indicative of the results we expect to realize for the full fiscal year.

Consequently, the results for the periods ended September 30, 2025 and 2024 are not fully indicative of the results we expect to realize for the full fiscal year.

RESULTS OF OPERATIONS

• Assets under management data for Investment Management is primarily reported on a one-quarter lag.

not meaningful, represented by a percentage change of greater than 1,000%, favorable or unfavorable.

not meaningful, typically represented by a percentage change of greater than 1,000%, favorable or unfavorable.

• Effective January 1, 2025, we report Project Management in Resilient revenue.

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Consolidated Operating Results

Three Months Ended June 30, Change in % Change in Local Currency

Three Months Ended September 30, Change in % Change in Local Currency

($ in millions) 2025 2024 U.S.

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Platform compensation and benefits (1)

$ 1,569.1 1,406.9 162.2 12 % 11 %

Platform operating, administrative and other expenses 329.6 315.1 14.5 5 3

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Gross contract costs 4,268.7 3,861.8 406.9 11 10

Restructuring and acquisition charges 21.3 11.5 9.8 85 87

Restructuring and acquisition charges 11.7 (8.8) 20.5 n.m.

Total operating expenses $ 6,236.7 5,640.5 596.2 11 % 10 %

Operating income $ 273.7 228.3 45.4 20 % 20 %

Equity losses $ (27.4) (15.4) (12.0) (78) % (79) %

Equity earnings (losses) $ 27.4 (0.9) 28.3 n.m.

Net non-cash MSR and mortgage banking derivative activity $ (0.2) (5.1) 4.9 96 % 97 %

Adjusted EBITDA $ 347.3 298.1 49.2 17 % 16 %

(1) Included in Platform compensation and benefits is carried interest expense of $4.3 million and $2.2 million for the three months ended September 30, 2025 and 2024, respectively.

Carried interest expense/benefit is associated with Equity earnings/losses on Proptech Investments.

Consolidated Operating Results (continued)

Six Months Ended June 30, Change in % Change in Local Currency

Nine Months Ended September 30, Change in % Change in Local Currency

($ in millions) 2025 2024 U.S.

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Platform compensation and benefits (1)

$ 4,288.0 3,916.2 371.8 9 % 9 %

Platform operating, administrative and other expenses 980.4 909.8 70.6 8 7

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Gross contract costs 12,397.8 11,107.9 1,289.9 12 12

Restructuring and acquisition charges 41.0 13.2 27.8 211 213

Restructuring and acquisition charges 52.7 4.4 48.3 n.m.

Total operating expenses $ 17,915.8 16,127.1 1,788.7 11 % 11 %

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Adjusted EBITDA $ 863.8 731.5 132.3 18 % 18 %

(1) Included in Platform compensation and benefits is a carried interest benefit of $0.6 million and a carried interest expense of $4.3 million for the nine months ended September 30, 2025 and 2024.

Carried interest expense/benefit is associated with Equity earnings/losses on Proptech Investments.

Non-GAAP Financial Measures

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Given the interest accrued on these employee loans and subsequent forgiveness are non-cash and the amounts perfectly offset over the life of the loan, the activity is not indicative of core operating performance and is excluded from non-GAAP measures.

Equity earnings/losses (Investment Management and Software and Technology Solutions) primarily reflects valuation changes on investments reported at fair value.

Investments reported at fair value are increased or decreased each reporting period by the change in the fair value of the investment.

Equity earnings/losses (Investment Management and Proptech Investments) primarily reflects valuation changes on investments reported at fair value, which are increased or decreased each reporting period as fair value changes.

Where the measurement alternative has been elected, our investment is increased or decreased upon observable price changes.

Such activity is excluded as the amounts are generally non‑cash in nature and not indicative of core operating performance.

Equity earnings/losses in the remaining segments represent the results of unconsolidated operating ventures (not investments), and therefore, the amounts are included in Adjusted EBITDA on both a segment and consolidated basis.

Equity earnings/losses for segments other than Investment Management represent the results of unconsolidated operating ventures (not investments), and therefore, the amounts are included in Adjusted EBITDA on both a segment and consolidated basis.

Credit losses on convertible note investments reflects credit impairments associated with pre-equity convertible note investments in early-stage proptech enterprises.

Such losses are similar to the equity investment-related losses included in equity earnings/losses for Software and Technology Solutions' investments and are therefore consistently excluded from adjusted measures.

Such losses are similar to the equity investment-related losses included in equity earnings/losses for Proptech Investments and are therefore consistently excluded from adjusted measures.

Reconciliation of Non-GAAP Financial Measures

Below is a reconciliation of Net income attributable to common shareholders to Adjusted EBITDA.

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

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

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Interest on employee loans, net of forgiveness (1.5) (1.8) (5.1) (4.1)

Equity losses - Investment Management and Software and Technology Solutions (1)

Equity (earnings) losses - Investment Management and Proptech Investments (1)

(26.6) 2.2 29.1 23.4

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The following table reflects the reconciliation to local currency amounts for consolidated (i) Revenue, (ii) Operating income and (iii) Adjusted EBITDA.

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

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 % Change 2025 % Change

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At comparative period exchange rates $ 346.4 16 % $ 860.0 18 %

For the second quarter, revenue increased 10% compared with the prior-year quarter.

Resilient revenues were collectively up 11%, highlighted by Project Management, up 22%, and Workplace Management, up 10%, both within Real Estate Management Services.

The collective 7% increase in Transactional revenue was led by Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 14% (excluding the impact of non-cash MSR and mortgage banking derivative activity).

Revenue increased 10% compared with the prior-year quarter.

Collectively, Transactional revenues grew 13%, led by (i) Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 26% (excluding the impact of non-cash MSR and mortgage banking derivative activity), (ii) Leasing, within Leasing Advisory, up 8%, and (iii) Incentive fees, within Investment Management, which were $16.5 million this quarter compared with no activity in the prior-year quarter.

The collective 9% increase in Resilient revenues was highlighted by Project Management, up 24%, and Workplace Management, up 8%, both within Real Estate Management Services.

On a year-to-date basis, revenue increased 11%.

Resilient revenues grew 12% collectively, highlighted by Workplace Management, up 13%, and Project Management, up 19%.

Resilient revenues grew 11% collectively, highlighted by Project Management, up 21%, and Workplace Management, up 11%.

Transactional revenues increased 11% collectively, led by Investment Sales, Debt/Equity Advisory and Other, up 21% (excluding the impact of non-cash MSR and mortgage banking derivative activity), and Leasing, within Leasing Advisory, up 9%.

The following highlights Revenue by segment, for the second quarter and first half of 2025 and 2024.

The following highlights Revenue by segment, for the third quarter and first nine months of 2025 and 2024.

Refer to segment operating results for further detail.

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Operating Expenses

Consolidated operating expenses were $6.1 billion for the second quarter, up 10% from the same period in 2024.

Gross contract costs were $4.2 billion, up 11% from the prior-year quarter, attributable to growth from businesses with higher client pass-through expenses such as Workplace Management and Project Management, within Real Estate Management Services.

Platform operating expenses were $1.8 billion for the second quarter, a 6% increase from the prior-year quarter, largely due to revenue-related expense growth.

For the second quarter and first half of 2025, Restructuring and acquisition charges increased primarily due to higher severance and other employment-related charges, including expenses associated with the change in reporting segments.

These second-quarter and year-to-date increases were also driven by changes in non-cash charges/benefit associated with expected achievement of acquisition-related earn-outs.

Refer to the following table for detail on Restructuring and acquisition charges.

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

Consolidated operating expenses were $6.2 billion for the third quarter, up 10% from the same period in 2024.

Gross contract costs were $4.3 billion, up 10% from the prior-year quarter, attributable to growth from businesses with higher client pass-through expenses such as Workplace Management and Project Management, both within Real Estate Management Services.

Platform operating expenses were $2.0 billion for the third quarter, a 9% increase from the prior-year quarter, largely due to revenue-related expense growth.

On a year-to-date basis, operating expenses were $17.9 billion, up 11%.

Gross contract costs were $12.4 billion, up 12%, while Platform operating expenses were $5.5 billion, up 9%.

The drivers of the increases are consistent with the quarterly narrative above.

The year-over-year change in Restructuring and acquisition charges for the third quarter was largely driven by an expense credit in the prior-year quarter associated with a lower expected earn-out payout related to a 2021 U.S.

property management joint venture.

For September year to date, the change was primarily attributable to i) the impact of expense credits in the prior year associated with lower expected earn-out payouts and ii) higher severance and other employment-related charges in 2025 associated with restructuring programs, notably restructuring associated with the 2025 change in segments.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

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Interest Expense

Interest expense, net of interest income, for the three and six months ended June 30, 2025, was $35.3 million and $59.9 million, respectively, compared with $41.7 million and $72.2 million in the prior-year periods.

Lower expense resulted primarily from a lower effective interest rate and lower average borrowings compared with the respective prior-year periods.

Interest expense, net of interest income, for the three and nine months ended September 30, 2025, was $29.2 million and $89.1 million, respectively, compared with $38.1 million and $110.3 million in the prior-year periods.

Lower expense was primarily due to a lower effective interest rate and lower average borrowings compared with the respective prior-year periods.

Equity Earnings/Losses

The following details Equity earnings/losses by relevant segment.

In the second quarter and first half of 2025, equity losses were largely attributable to valuation declines of investments within Software and Technology Solutions.

Refer to the segment discussions for additional details.

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

The following details Equity earnings/losses by investment type.

Equity earnings/losses for the third quarter and first nine months of 2025 largely reflect net valuation changes for Investment Management and Proptech Investments.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

Investment Management $ 9.3 (13.8) $ 1.9 (25.0)

Software and Technology Solutions $ (27.4) (9.0) (48.9) (10.0)

Proptech Investments 17.2 11.6 (31.7) 1.6

Other 0.9 1.3 4.2 3.4

Equity losses $ (27.4) (15.4) $ (53.0) (19.1)

The Income tax provision was $26.7 million and $40.7 million for the three and six months ended June 30, 2025, representing an effective tax rate ("ETR") of 19.5% for both periods.

For the three and six months ended June 30, 2024, the income tax provision was $20.5 million and $36.4 million, respectively, also representing an ETR of 19.5% for both periods.

Equity earnings (losses) $ 27.4 (0.9) $ (25.6) (20.0)

The following details Income tax provision and our effective tax rate.

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

Income tax provision $ 52.6 37.4 $ 93.3 73.8

Effective tax rate 19.1 % 19.5 % 19.3 % 19.5 %

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”).

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The OBBBA further alters the determination and rates of taxation of international earnings, primarily effective in 2026.

The current period’s financial statements do not reflect any impact of the OBBBA provisions due to its enactment occurring in July 2025.

We are presently assessing the impact of the OBBBA on our consolidated financial statements.

The current period’s financial statements include the impact of the OBBBA provisions effective for 2025, which are not material to income tax expense or the financial statements as a whole.

Net Income and Adjusted EBITDA

The following details Net income attributable to common shareholders and Adjusted EBITDA for the three and six months ended June 30, 2025, and comparable prior-year periods.

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

The following details Net income attributable to common shareholders and Adjusted EBITDA for the three and nine months ended September 30, 2025, and comparable prior-year periods.

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2025 2024 2025 2024

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Adjusted EBITDA $ 347.3 298.1 $ 863.8 731.5

For the quarter and first half of 2025, higher Adjusted EBITDA was largely driven by Resilient revenue growth (primarily within Real Estate Management Services) as well as Transactional revenue growth from Investment Sales, Debt/Equity Advisory and Other (within Capital Markets Services), together with enhanced platform leverage and continued cost discipline (partially enabled by increased use of technology and shared service centers).

The following chart reflects the aggregation of segment Adjusted EBITDA for the second quarter and first half of 2025 and 2024.

For the third quarter of 2025, higher Adjusted EBITDA was largely driven by Transactional revenue growth, most notably within Capital Markets Services and Investment Management, with contributions from Resilient revenue growth, predominantly within Real Estate Management Services, together with enhanced platform leverage and continued cost discipline.

These drivers outpaced the unfavorable impact on the current quarter associated with the timing of incentive compensation accruals and certain discrete expenses in the quarter.

The following chart reflects segment Adjusted EBITDA for the third quarter and first nine months of 2025 and 2024.

As noted in the Segment Operating Results section, Proptech Investments are reflected outside of the reporting segments in "All Other;" Adjusted EBITDA for the segments, therefore, does not sum to the consolidated total.

Aggregation of Segment Adjusted EBITDA (in millions)

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Additionally, Capital Markets, LaSalle and JLL Technologies were renamed to Capital Markets Services, Investment Management, and Software and Technology Solutions, respectively.

Effective July 1, 2025, we report the balances and activity associated with the investments historically reported within Software and Technology Solutions in “All Other.” These investments (inclusive of convertible notes receivable) in proptech funds and early to mid-stage proptech companies ("Proptech Investments") do not constitute an operating or reporting segment.

Prior period financial information was recast to conform with the presentation changes described above.

We manage and report our operations as five business segments:

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Real Estate Management Services

Three Months Ended June 30, Change in in Local

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Real Estate Management Services (continued)

Six Months Ended June 30, Change in in Local

Nine Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Adjusted EBITDA $ 275.1 254.5 20.6 8 % 7 %

Real Estate Management Services revenue growth for the second quarter and first half of 2025 were primarily driven by continued strong performance in Workplace Management, with client wins slightly outpacing mandate expansions in the second quarter of 2025 (nearly evenly balanced for the first half of 2025), as incremental pass-through costs augmented high single-digit management fee growth.

Higher Project Management revenue was led by new or expanded contracts in the U.S.

and Asia Pacific, as management fee increases were supplemented by higher pass-through costs.

Increased segment platform operating expenses for the second quarter and first half of 2025 were primarily driven by revenue-related expense growth, partially offset by continued cost discipline.

These drivers overcame headwinds from the prior-year favorable impact of incentive compensation accruals timing.

Gross contract costs grew as a result of higher client pass-through costs.

The current-quarter and year-to-date increases in Adjusted EBITDA were primarily attributable to the top-line performance described above, coupled with continued cost discipline.

Real Estate Management Services revenue growth for the third quarter and first nine months of 2025 was partially driven by continued strong performance in Workplace Management.

Client wins outpaced mandate expansions for the quarter and for the first nine months of 2025.

For both periods, incremental pass-through costs augmented mid single-digit management fee increases.

Project Management revenue also meaningfully contributed to growth for both the three and nine months ended September 30, 2025, driven by new and expanded contracts primarily in the U.S.

and Asia Pacific.

Low double-digit management fee increases were supplemented by higher pass-through costs.

Operating expenses for the segment increased for the quarter and the year to date, primarily due to revenue-related expense growth and higher gross contract costs from increased client pass-through expenses.

Higher expenses in 2025 also reflected the impact of incentive compensation accruals timing and certain discrete items, including incremental bad debt expense, which had a more significant impact on the third quarter than the nine-month period.

Partially offsetting these drivers, the current-year quarter benefited from $8.2 million in lower gross receipts tax expense compared to 2024.

The increases in Adjusted EBITDA for both the current quarter and year-to-date periods were primarily driven by the strong top-line performance described above, which outpaced the aforementioned expense growth.

Leasing Advisory

Three Months Ended June 30, Change in in Local

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Segment operating expenses $ 616.5 569.2 47.3 8 % 8 %

Equity earnings $ — 0.1 (0.1) (100) % (149) %

Adjusted EBITDA $ 136.9 131.7 5.2 4 % 4 %

Six Months Ended June 30, Change in in Local

Nine Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Adjusted EBITDA $ 354.3 318.6 35.7 11 % 11 %

Compared with the prior-year periods, increased revenue was driven by Leasing growth across major asset classes, led by continued momentum in industrial and office.

Geographically, Leasing revenue grew most significantly in the United States, with notable contributions from France, Australia and Singapore for the quarter (most significant growth in the U.S., complemented by growth in Canada and Germany for the first half of 2025).

In the second quarter, the U.S.

was primarily driven by growth in industrial, both from higher volume and deal size, while a notable increase in deal size for U.S.

office was largely offset by lower volume as the asset class was up low single digits.

With the backdrop of decelerating growth in the broader market, Leasing performed in line with global office volumes and outperformed U.S.

office volumes (decline of 3%) in the second quarter, while office Leasing nominally outperformed these market benchmarks in the first-half 2025, according to JLL Research.

The second-quarter and full-year increases in segment platform operating expenses were primarily due to higher commissions, correlated to revenue growth, as well as incremental discrete variable operating expenses in the second quarter.

The increases in Adjusted EBITDA for the second quarter and first half of the year were largely driven by the revenue growth described above, tempered by the aforementioned discrete variable operating, administrative and other expenses in the second quarter, as compensation and benefits expenses as a percentage of revenue improved year-over-year for the quarter (enabled by increased use of technology and shared service centers).

Compared with the prior-year periods, broad-based Leasing revenue increased across major asset classes, led by continued momentum in office, with the most significant growth in the U.S.

as well as notable contributions from Germany and Canada.

expansion was primarily driven by growth in office, from both higher volume and deal size, as well as increased industrial deal volume.

Office Leasing revenue growth outperformed global office volumes (up 14% compared with market volumes up 2% according to JLL Research), highlighted by U.S.

outperformance (revenue up 14% compared with market volumes up 4% according to JLL Research).

Year-to-date revenues, compared to overall and U.S.

office market volume, mirrored our third-quarter outperformance.

The third-quarter and year-to-date increases in segment operating expenses were primarily due to higher commissions, correlated to revenue growth, and the year-over-year unfavorable impact from the timing of incentive compensation accruals.

The increases in Adjusted EBITDA for the third quarter and first nine months were driven by the revenue growth described above, net of associated commissions.

For the quarter, this growth was meaningfully offset by the aforementioned impact from the timing of incentive compensation accruals.

Capital Markets Services

Three Months Ended June 30, Change in in Local

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Capital Markets Services (continued)

Six Months Ended June 30, Change in in Local

Nine Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Adjusted EBITDA $ 193.2 124.5 68.7 55 % 54 %

For the second quarter and first half of 2025, Capital Markets Services top-line growth was fueled by debt advisory and investment sales.

For both the second quarter and first half of 2025, the residential sector delivered the most significant contribution to the year-over-year increase, with notable second-quarter contributions also coming from the office, industrial and retail sectors.

Geographically, the U.S., Japan and MENA led the revenue growth for the quarter (year-to-date growth was led by the U.S., India and the UK).

The increases in segment platform operating expenses for the second quarter and first half of 2025 were largely driven by higher commission expense, correlated to the growth in Investment Sales, Equity & Debt Advisory.

In the current quarter, JLL recognized approximately $14.0 million of incremental expense associated with an enhanced loss-share agreement with Fannie Mae for a specific three-loan portfolio.

The impact of this item on year-over-year performance is more than offset by the $18.0 million expense recognized in the prior-year quarter associated with the August 2024 repurchase of a loan which JLL originated and then sold to Fannie Mae.

Adjusted EBITDA improvements for the quarter and first half of 2025 were primarily attributable to the revenue growth described above and the net impact of year-over-year loan-related losses.

In addition, compensation and benefits expense as a percentage of revenue modestly improved for both the current quarter and first six months of 2025 (enabled by increased use of technology and shared service centers), with the segment achieving significant Adjusted EBITDA growth for both the quarter and half year.

For the third quarter and first nine months of 2025, Capital Markets Services top-line growth was fueled by debt advisory, investment sales and equity advisory transactions across nearly all sectors, with the most significant contributions coming from multifamily and retail.

Geographically, revenue growth was led by the U.S.

for both the third quarter and first nine months of 2025, augmented by strong contributions from Japan and Australia for the quarter and India and MENA for the year to date.

Globally, investment sales were up 22% for the quarter, significantly outpacing the broader investment sales market, which grew 12% over the same period according to JLL Research.

The increases in segment operating expenses for the third quarter and first nine months of 2025 were largely driven by higher commission expense, correlated to the revenue growth described above.

In addition, $7.2 million of incremental expense associated with loan-related losses, including an increase in loan loss reserves, was recorded in the current quarter.

In October 2025, the underlying asset for the loan repurchased in August 2024 was sold;

the $3.6 million expense impact - reflecting final pricing and expected closing costs - was included in the aforementioned loan-related losses recognized this quarter.

On a year-to-date basis, in addition to the loan-related losses described above, we recognized approximately $14.0 million of incremental expense associated with an enhanced loss-share agreement with Fannie Mae for a specific three-loan portfolio.

The impact of this item is more than offset by the $18.0 million of loan-related expenses recognized in the first half of 2024.

Adjusted EBITDA increases for the quarter and first nine months of 2025 were primarily attributable to the revenue growth described above, net of associated commission expenses, partially offset by the impact of incremental loan-related losses.

Investment Management

Three Months Ended June 30, Change in in Local

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Transaction fees and other 5.9 8.6 (2.7) (31) (30)

Incentive fees 3.3 2.6 0.7 27 24

Incentive fees 16.5 — 16.5 n.m.

Revenue $ 115.4 101.3 14.1 14 % 12 %

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$ 23.7 14.0 9.7 69 % 62 %

Equity losses $ (1.3) (7.3) 6.0 82 % 83 %

Equity earnings (losses) $ 9.3 (13.8) 23.1 n.m.

Investment Management (continued)

Six Months Ended June 30, Change in in Local

Nine Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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$ 55.8 57.7 (1.9) (3) % (6) %

Equity losses $ (7.4) (11.2) 3.8 34 % 33 %

(1) Adjusted EBITDA excludes Equity losses attributable to common shareholders for Investment Management.

The slight decline in Investment Management advisory fees for the second quarter and first half of 2025 was primarily due to lower assets under management ("AUM"), reflecting asset dispositions on behalf of certain clients in the fourth quarter of 2024.

The changes in second-quarter and first-half-of-the-year Adjusted EBITDA were largely driven by the absence of the $8.2 million gain recognized in the prior-year quarter following the purchase of a controlling interest in a fund managed by the company.

AUM increased 3% in USD (2% in local currency) during the quarter, and decreased 2% in USD and local currency over the trailing twelve months.

Equity earnings (losses) $ 1.9 (25.0) 26.9 n.m.

(1) Adjusted EBITDA excludes Equity earnings (losses) attributable to common shareholders for Investment Management.

Investment Management revenue growth for the third quarter and first nine months of 2025 was fueled by higher incentive fees.

Advisory fees were largely steady compared to the prior-year periods, as strong performance in U.S.

core open-end funds offset the impact to assets under management ("AUM") from client asset dispositions in Q4 2024.

The increases in segment platform operating expenses for the third quarter and first nine months of 2025 were largely driven by higher incentive compensation expense, correlated to the incentive fee growth described above.

Third-quarter Adjusted EBITDA growth primarily reflected higher incentive fees, net of related incentive compensation costs.

In addition to the aforementioned third-quarter impact, the change in Adjusted EBITDA for the first nine months of 2025 compared to prior year was influenced by the absence of the $8.2 million gain recognized in Q2 2024 following the purchase of a controlling interest in a fund managed by the company, which outpaced the revenue growth (net of related incentive compensation expense) described above.

AUM increased 4% in USD (1% in local currency) during the quarter, and increased 5% in USD (1% in local currency) over the trailing twelve months.

Changes in AUM are detailed in the tables below (in billions):

Quarter-to-date

Beginning balance (March 31, 2025) $ 82.3

Beginning balance (June 30, 2025)

Asset acquisitions/takeovers 1.0

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Change in uncalled committed capital and cash held 0.8

Ending balance (June 30, 2025) $ 84.9

Ending balance (September 30, 2025)

Trailing Twelve Months

Beginning balance (June 30, 2024) $ 86.6

Beginning balance (September 30, 2024)

Asset acquisitions/takeovers 6.1

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Change in uncalled committed capital and cash held (0.8)

Ending balance (June 30, 2025) $ 84.9

Ending balance (September 30, 2025)

Software and Technology Solutions

Three Months Ended June 30, Change in in Local

Three Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Revenue $ 58.6 56.7 1.9 3 % 3 %

Platform compensation and benefits, excluding Carried interest $ 49.6 51.3 (1.7) (3) % (4) %

Carried interest (benefit) expense (2.5) 2.2 (4.7) (214) (217)

Platform compensation and benefits $ 46.4 48.1 (1.7) (4) % (4) %

Platform operating, administrative and other 13.0 12.8 0.2 2 2

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Adjusted EBITDA $ (1.1) (5.6) 4.5 80 % 84 %

$ (6.3) (10.9) 4.6 42 % 43 %

Equity losses $ (27.4) (9.0) (18.4) (204) % (206) %

Six Months Ended June 30, Change in in Local

Nine Months Ended September 30, Change in in Local

($ in millions) 2025 2024 U.S.

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Revenue $ 171.6 167.0 4.6 3 % 3 %

Platform compensation and benefits, excluding Carried interest $ 97.5 98.7 (1.2) (1) % (1) %

Carried interest (benefit) expense (4.9) 2.1 (7.0) (333) (336)

Platform compensation and benefits $ 143.9 146.8 (2.9) (2) % (2) %

Platform operating, administrative and other 42.3 35.7 6.6 18 19

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Adjusted EBITDA $ (15.2) (19.5) 4.3 22 % 22 %

$ (9.2) (16.0) 6.8 43 % 41 %

Equity losses $ (48.9) (10.0) (38.9) (389) % (389) %

(1) Adjusted EBITDA excludes Equity losses for Software and Technology Solutions.

Lower Software and Technology Solutions revenue for the second quarter was primarily due to reduced technology spend from certain large existing clients, partially offset by low double-digit growth in software services.

For the first half of 2025, net revenue growth was due to increased bookings from software, which outpaced the decline in technology solutions.

Carried interest expense is associated with equity earnings/losses on certain investments within the segment's Spark Venture Funds and the reduction to expense in the current year reflected the equity losses on certain investments in 2025.

Excluding the impact of carried interest, segment operating expense growth for the second quarter and first half of 2025 was driven by increased revenue-related expenses.

For both the quarter-over-quarter and year-over-year, the favorable swings in carried interest offset increases in segment operating expenses.

The improvement in Adjusted EBITDA for the second quarter and first half of the year was primarily attributable to the favorable change in carried interest expense/benefit described above.

For the third quarter and first nine months of 2025, Software and Technology Solutions revenue increased due to double-digit growth in software, offset by declines in technology solutions as certain large existing clients reduced their discretionary technology spend.

Segment operating expense growth for the third quarter and first nine months of 2025 was driven by increased revenue-related expenses.

In the third quarter, this increase was partially offset by cost management actions.

The improvement in Adjusted EBITDA was driven by the increased revenue described above and cost management actions.

LIQUIDITY AND CAPITAL RESOURCES

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Cash Flows from Operating Activities

Operating activities used $434.8 million of cash in the first six months of 2025, compared with $403.6 million of cash used in operating activities during the same period in 2024.

Incremental cash outflow in the first half was primarily attributable to higher commission payments in the first six months of 2025 compared with the prior-year period and the timing of Net reimbursables activity, partially offset by lower cash taxes paid in 2025.

Operating activities provided $182.3 million of cash in the first nine months of 2025, compared with $142.0 million of cash used in operating activities during the same period in 2024.

Cash inflow in 2025 was primarily attributable to higher cash provided by earnings and improved collection of receivables, partially offset by higher commissions paid.

Cash Flows from Investing Activities

We used $200.4 million of cash for investing activities during the first six months of 2025, compared with $154.1 million used during the same period in 2024.

The increase in cash used for investing activities was primarily attributable to our $100 million contribution to JLL Income Property Trust ("JLL IPT"), an Investment Management flagship fund, in January 2025, partially offset by lower cash paid for acquisitions.

We used $251.6 million of cash for investing activities during the first nine months of 2025, compared with $219.0 million used during the same period in 2024.

The increase in cash used for investing activities was primarily attributable to our $100.0 million contribution to JLL Income Property Trust ("JLL IPT"), an Investment Management core open-end flagship fund, in January 2025, partially offset by lower cash paid for acquisitions.

We discuss other drivers of investing activity below in further detail.

Cash Flows from Financing Activities

Financing activities provided $617.5 million of cash during the first six months of 2025, compared with $566.6 million provided during the same period in 2024.

The proceeds from increased borrowings were used to support the $100 million investment in JLL IPT and higher share repurchases in 2025.

Financing activities provided $72.8 million of cash during the first nine months of 2025, compared with $349.0 million provided during the same period in 2024.

The change was driven by an increase in cash flow from operating activities reducing borrowing needs, offset by higher share repurchases in 2025.

We discuss these drivers in further detail below.

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Outstanding borrowings, including the balance of the Facility, Short-term borrowings (financing lease obligations, overdrawn bank accounts and local overdraft facilities) and the balance outstanding under the Program are presented below.

(in millions) June 30, 2025 December 31, 2024

(in millions) September 30, 2025 December 31, 2024

Outstanding borrowings under the Facility $ 186.0 100.0

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Outstanding commercial paper 389.0 200.0

In addition to our Facility, we had the capacity to borrow up to $46.1 million under local overdraft facilities as of June 30, 2025.

In addition to our Facility, we had the capacity to borrow up to $59.5 million under local overdraft facilities as of September 30, 2025.

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

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

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

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Investment Activity

As of June 30, 2025, we had a carrying value of $878.8 million in Investments, primarily related to Investment Management co-investments and investments by Software and Technology Solutions in early to mid-stage proptech companies as well as proptech funds.

For the first six months ended June 30, 2025 and 2024, funding of investments exceeded return of capital by $104.5 million (notably, the $100.0 million invested in JLL IPT as described above) and $31.4 million, respectively.

We expect continued investment activity by both Investment Management and Software and Technology Solutions.

As of September 30, 2025, we had a carrying value of $895.1 million in Investments, primarily related to Investment Management co-investments and investments in early to mid-stage proptech companies as well as proptech funds ("Proptech Investments").

For the first nine months ended September 30, 2025 and 2024, funding of investments exceeded return of capital by $106.2 million (notably, the $100.0 million invested in JLL IPT as described above) and $54.9 million, respectively.

We have maximum potential unfunded commitments to direct investments or investment vehicles of $210.1 million and $7.7 million as of September 30, 2025 for our Investment Management business and Proptech Investments, respectively.

See Note 6, Investments, in the Notes to Consolidated Financial Statements for additional information on our investment activity.

Capital Expenditures

Net capital additions for the six months ended June 30, 2025 and 2024 were $88.9 million and $81.4 million, respectively.

Our capital expenditures in 2025 were primarily for purchased/developed software and technology hardware.

Net capital additions for the nine months ended September 30, 2025 and 2024 were $138.4 million and $126.3 million, respectively.

Our capital expenditures in 2025 were primarily for purchased/developed software, technology hardware and leasehold improvements.

Business Acquisitions

During the six months ended June 30, 2025, we paid $18.7 million for business acquisitions.

This included $6.1 million of payments relating to acquisitions in 2025 and $12.6 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years, which are primarily reflected in cash flow from financing activities.

During the six months ended June 30, 2024, we paid $44.2 million for business acquisitions.

This included $39.3 million of payments relating to acquisitions in 2024 and $4.9 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years.

The following table details cash payments relating to acquisitions.

Payments for current-year acquisitions are included in cash used in investing activities, while payments for prior-year acquisitions are primarily reflected in cash used in financing activities.

Nine Months Ended September 30,

(in millions) 2025 2024

Payments relating to current-year acquisitions $ 6.1 $ 40.8

Payments for deferred business acquisition and earn-out obligations 16.3 5.1

Total paid for business acquisitions $ 22.4 $ 45.9

Terms for many of our past acquisitions have typically included cash paid at closing with provisions for additional deferred consideration and earn-out payments subject to certain contract requirements, including the passage of time and performance, respectively.

Deferred business acquisition obligations totaled $23.6 million as of June 30, 2025.

Deferred business acquisition obligations totaled $23.6 million as of September 30, 2025.

These obligations represent the current discounted values of payments due to sellers of businesses for which our acquisition had been completed as of the balance sheet date and for which the only remaining condition on those payments is the passage of time.

As of June 30, 2025, we had the potential to make earn-out payments for a maximum of $78.2 million on 12 completed acquisitions subject to the achievement of certain performance conditions.

As of September 30, 2025, we had the potential to make earn-out payments for a maximum of $75.2 million on 12 completed acquisitions subject to the achievement of certain performance conditions.

Refer to Note 5, Business Combinations, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements for further information on Business Acquisitions.

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The number of shares repurchased and cash paid for repurchases is noted in the following table.

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

Three Months Ended September 30, Nine Months Ended September 30,

($ in millions) 2025 2024 2025 2024

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Total paid for shares repurchased $ 70.0 20.1 $ 131.2 60.3

As of June 30, 2025, $952.0 million remained authorized for repurchases under our share repurchase program.

As of September 30, 2025, $882.0 million remained authorized for repurchases under our share repurchase program.

Repatriation of Foreign Earnings

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We believe our policy of permanently investing earnings of foreign subsidiaries does not significantly impact our liquidity.

As of June 30, 2025 and December 31, 2024, we had total Cash and cash equivalents of $401.4 million and $416.3 million, respectively, of which approximately $313.1 million and $314.4 million, respectively, was held by foreign subsidiaries.

As of September 30, 2025 and December 31, 2024, we had total Cash and cash equivalents of $428.9 million and $416.3 million, respectively, of which approximately $337.5 million and $314.4 million, respectively, was held by foreign subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis