Item 1. Financial Statements
Item 1. Financial Statements
JONES LANG LASALLE INCORPORATED
CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data) September 30, 2025 December 31, 2024
Assets (unaudited)
Current assets:
Cash and cash equivalents $ 428.9 416.3
Trade receivables, net of allowance of $ 68.6 and $ 60.8
2,021.1 2,153.5
Notes and other receivables 455.4 456.9
Reimbursable receivables 2,812.3 2,695.0
Warehouse receivables 1,014.7 770.7
Short-term contract assets, net of allowance of $ 1.4 and $ 1.6
314.8 334.8
Restricted cash, prepaid and other 595.4 651.3
Total current assets 7,642.6 7,478.5
Property and equipment, net of accumulated depreciation of $ 1,284.3 and $ 1,161.6
597.1 598.1
Operating lease right-of-use assets 736.8 743.1
Goodwill 4,705.5 4,611.3
Identified intangibles, net of accumulated amortization of $ 546.7 and $ 670.8
671.4 724.1
Investments, including $ 844.7 and $ 742.0 at fair value
895.1 812.7
Long-term receivables 421.2 394.7
Deferred tax assets, net 541.2 518.2
Deferred compensation plan 716.0 664.0
Other 251.8 219.1
Total assets $ 17,178.7 16,763.8
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities $ 1,196.1 1,322.7
Reimbursable payables 2,147.0 2,176.3
Accrued compensation and benefits 1,376.5 1,768.5
Short-term borrowings 141.3 153.8
Commercial paper, net of debt issuance costs of $ 0.6 and $ 0.7
388.4 199.3
Short-term contract liabilities and deferred income 222.3 203.8
Warehouse facilities 1,006.5 841.0
Short-term operating lease liabilities 168.9 157.2
Other 308.5 321.9
Total current liabilities 6,955.5 7,144.5
Credit facility, net of debt issuance costs of $ 9.2 and $ 11.4
176.8 88.6
Long-term debt, net of debt issuance costs of $ 5.1 and $ 6.4
806.1 756.7
Deferred tax liabilities, net 49.1 45.6
Deferred compensation 705.2 665.4
Long-term operating lease liabilities 794.6 748.8
Other 395.3 419.1
Total liabilities 9,882.6 9,868.7
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; 47,194,022 and 47,415,584 outstanding
0.5 0.5
Additional paid-in capital 2,046.4 2,032.7
Retained earnings 6,714.1 6,334.9
Treasury stock, at cost, 4,926,526 and 4,704,964 shares
( 1,015.8 ) ( 937.9 )
Shares held in trust ( 12.2 ) ( 11.8 )
Accumulated other comprehensive loss ( 557.7 ) ( 646.9 )
Total Company shareholders’ equity 7,175.3 6,771.5
Noncontrolling interest 120.8 123.6
Total equity 7,296.1 6,895.1
Total liabilities and equity $ 17,178.7 16,763.8
See accompanying notes to Consolidated Financial Statements.
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except share and per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
Revenue $ 6,510.4 5,868.8 $ 18,506.9 16,622.0
Operating expenses:
Compensation and benefits $ 3,014.8 2,854.6 $ 8,524.5 7,869.4
Operating, administrative and other 3,152.6 2,729.2 9,141.7 8,064.5
Depreciation and amortization 57.6 65.5 196.9 188.8
Restructuring and acquisition charges 11.7 ( 8.8 ) 52.7 4.4
Total operating expenses $ 6,236.7 5,640.5 $ 17,915.8 16,127.1
Operating income $ 273.7 228.3 $ 591.1 494.9
Interest expense, net of interest income 29.2 38.1 89.1 110.3
Equity earnings (losses) 27.4 ( 0.9 ) ( 25.6 ) ( 20.0 )
Other income 3.1 2.9 7.3 14.1
Income before income taxes and noncontrolling interest 275.0 192.2 483.7 378.7
Income tax provision 52.6 37.4 93.3 73.8
Net income 222.4 154.8 390.4 304.9
Net loss attributable to noncontrolling interest ( 0.4 ) ( 0.3 ) — ( 0.7 )
Net income attributable to common shareholders $ 222.8 155.1 $ 390.4 305.6
Basic earnings per common share $ 4.71 3.26 $ 8.23 6.43
Basic weighted average shares outstanding (in 000's) 47,343 47,505 47,430 47,506
Diluted earnings per common share $ 4.61 3.20 $ 8.07 6.32
Diluted weighted average shares outstanding (in 000's) 48,349 48,497 48,362 48,355
Net income attributable to common shareholders $ 222.8 155.1 $ 390.4 305.6
Change in pension liabilities, net of tax — — ( 0.5 ) 0.3
Foreign currency translation adjustments ( 33.5 ) 115.9 89.7 56.1
Comprehensive income attributable to common shareholders $ 189.3 271.0 $ 479.6 362.0
See accompanying notes to Consolidated Financial Statements.
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Company Shareholders' Equity
Common Stock Additional Shares
(in millions, except share and
per share data) (unaudited) Shares Outstanding Amount Paid-In Retained Held in Treasury Total
Capital Earnings Trust Stock AOCI (1)
NCI (2)
Equity
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
Net income — — — 55.3 — — — 2.2 57.5
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 171,231 — ( 52.8 ) ( 7.2 ) — 34.1 — — ( 25.9 )
Stock-based compensation — — 22.0 — — — — — 22.0
Shares held in trust — — — — ( 0.3 ) — — — ( 0.3 )
Repurchase of common stock ( 73,364 ) — — — — ( 19.7 ) — — ( 19.7 )
Change in pension liabilities, net of tax — — — — — — ( 0.5 ) — ( 0.5 )
Foreign currency translation adjustments — — — — — — 36.8 — 36.8
Decrease in amounts due to noncontrolling interest — — — — — — — ( 2.9 ) ( 2.9 )
March 31, 2025 47,513,451 $ 0.5 2,001.9 6,383.0 ( 12.1 ) ( 923.5 ) ( 610.6 ) 122.9 $ 6,962.1
Net income (loss) — — — 112.3 — — — ( 1.8 ) 110.5
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 31,597 — ( 6.5 ) ( 0.6 ) — 5.2 — — ( 1.9 )
Stock-based compensation — — 44.0 — — — — — 44.0
Shares held in trust — — — — 0.1 — — — 0.1
Repurchase of common stock ( 166,071 ) — — — — ( 40.2 ) — — ( 40.2 )
Foreign currency translation adjustments — — — — — — 86.4 — 86.4
Increase in amounts due to noncontrolling interest — — — — — — — 0.6 0.6
June 30, 2025 47,378,977 $ 0.5 2,039.4 6,494.7 ( 12.0 ) ( 958.5 ) ( 524.2 ) 121.7 $ 7,161.6
Net income (loss) — — — 222.8 — — — ( 0.4 ) 222.4
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 58,489 — ( 15.4 ) ( 3.4 ) — 13.0 — — ( 5.8 )
Stock-based compensation — — 22.4 — — — — — 22.4
Shares held in trust — — — — ( 0.2 ) — — — ( 0.2 )
Repurchase of common stock ( 243,444 ) — — — — ( 70.3 ) — — ( 70.3 )
Foreign currency translation adjustments — — — — — — ( 33.5 ) — ( 33.5 )
Decrease in amounts due to noncontrolling interest — — — — — — — ( 0.5 ) ( 0.5 )
September 30, 2025 47,194,022 $ 0.5 2,046.4 6,714.1 ( 12.2 ) ( 1,015.8 ) ( 557.7 ) 120.8 $ 7,296.1
(1) AOCI: Accumulated other comprehensive income (loss)
(2) NCI: Noncontrolling interest
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Company Shareholders' Equity
Common Stock Additional Shares
(in millions, except share and
per share data) (unaudited) Shares Outstanding Amount Paid-In Retained Held in Treasury Total
Capital Earnings Trust Stock AOCI (1)
NCI (2)
Equity
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 (loss) — — — 66.1 — — — ( 0.5 ) 65.6
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 132,118 — ( 55.1 ) ( 4.1 ) — 38.9 — — ( 20.3 )
Stock-based compensation — — 11.2 — — — — — 11.2
Shares held in trust — — — — 0.1 — — — 0.1
Repurchase of common stock ( 144,523 ) — — — — ( 20.0 ) — — ( 20.0 )
Change in pension liabilities, net of tax — — — — — — 0.3 — 0.3
Foreign currency translation adjustments — — — — — — ( 37.7 ) — ( 37.7 )
Decrease in amounts due to noncontrolling interest — — — — — — — ( 1.5 ) ( 1.5 )
March 31, 2024 47,497,345 $ 0.5 1,975.8 5,857.6 ( 10.3 ) ( 901.2 ) ( 628.9 ) 114.1 $ 6,407.6
Net income — — — 84.4 — — — 0.1 84.5
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 103,674 — ( 8.2 ) ( 0.1 ) — 8.0 — — ( 0.3 )
Stock-based compensation — — 45.7 — — — — — 45.7
Shares held in trust — — — — ( 1.6 ) — — — ( 1.6 )
Repurchase of common stock ( 103,714 ) — — — — ( 20.4 ) — — ( 20.4 )
Foreign currency translation adjustments — — — — — — ( 22.1 ) — ( 22.1 )
Increase in amounts due to noncontrolling interest — — — — — — — 4.9 4.9
June 30, 2024 47,497,305 $ 0.5 2,013.3 5,941.9 ( 11.9 ) ( 913.6 ) ( 651.0 ) 119.1 $ 6,498.3
Net Income (loss) — — — 155.1 — — — ( 0.3 ) 154.8
Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes 59,771 — ( 14.5 ) ( 2.4 ) — 11.8 — — ( 5.1 )
Stock-based compensation — — 22.0 — — — — — 22.0
Shares held in trust — — — — ( 0.2 ) — — — ( 0.2 )
Repurchase of common stock ( 85,451 ) — — — — ( 20.0 ) — — ( 20.0 )
Foreign currency translation adjustments — — — — — — 115.9 — 115.9
Increase in amounts due to noncontrolling interest — — — — — — — 3.3 3.3
September 30, 2024 47,471,625 $ 0.5 2,020.8 6,094.6 ( 12.1 ) ( 921.8 ) ( 535.1 ) 122.1 $ 6,769.0
(1) AOCI: Accumulated other comprehensive income (loss)
(2) NCI: Noncontrolling interest
See accompanying notes to Consolidated Financial Statements.
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
(in millions) (unaudited) 2025 2024
Cash flows from operating activities:
Net income $ 390.4 304.9
Reconciliation of net income to net cash provided by (used in) operating activities:
Depreciation and amortization 196.9 188.8
Equity losses 25.6 20.0
Distributions of earnings from investments 18.0 10.7
Provision for loss on receivables and other assets 37.2 34.7
Amortization of stock-based compensation 88.4 78.9
Net non-cash mortgage servicing rights and mortgage banking derivative activity 17.3 25.9
Accretion of interest and amortization of debt issuance costs 4.8 4.1
Other, net 4.8 ( 5.2 )
Change in:
Receivables 160.9 59.7
Reimbursable receivables and reimbursable payables ( 128.2 ) ( 160.0 )
Prepaid expenses and other assets ( 39.7 ) ( 105.0 )
Income taxes receivable, payable and deferred ( 124.4 ) ( 172.0 )
Accounts payable, accrued liabilities and other liabilities ( 24.6 ) ( 100.1 )
Accrued compensation (including net deferred compensation) ( 445.1 ) ( 327.4 )
Net cash provided by (used in) operating activities 182.3 ( 142.0 )
Cash flows from investing activities:
Net capital additions – property and equipment ( 138.4 ) ( 126.3 )
Business acquisitions, net of cash acquired ( 6.1 ) ( 40.8 )
Capital contributions to investments ( 148.3 ) ( 69.2 )
Distributions of capital from investments 42.1 14.3
Acquisition of controlling interest, net of cash acquired — 3.7
Other, net ( 0.9 ) ( 0.7 )
Net cash used in investing activities ( 251.6 ) ( 219.0 )
Cash flows from financing activities:
Proceeds from borrowings under credit facility 10,340.0 6,029.0
Repayments of borrowings under credit facility ( 10,254.0 ) ( 6,309.0 )
Proceeds from issuance of commercial paper 2,495.0 800.0
Repayments of commercial paper ( 2,306.0 ) —
Net repayments of short-term borrowings ( 14.0 ) ( 73.0 )
Payments of deferred business acquisition obligations and earn-outs ( 12.1 ) ( 5.1 )
Repurchase of common stock ( 130.2 ) ( 60.4 )
Noncontrolling interest (distributions) contributions, net ( 2.8 ) 2.1
Other, net ( 43.1 ) ( 34.6 )
Net cash provided by financing activities 72.8 349.0
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash 31.2 ( 1.8 )
Net change in cash, cash equivalents and restricted cash 34.7 ( 13.8 )
Cash, cash equivalents and restricted cash, beginning of the period 652.7 663.4
Cash, cash equivalents and restricted cash, end of the period $ 687.4 649.6
Supplemental disclosure of cash flow information:
Restricted cash, beginning of period $ 236.5 253.4
Restricted cash, end of period 258.5 211.8
Cash paid during the period for:
Interest $ 85.1 105.4
Income taxes, net of refunds 203.4 243.4
Operating leases 150.9 149.0
Non-cash activities:
Business acquisitions (including contingent consideration) $ 0.2 13.5
Deferred business acquisition obligations 0.9 5.9
See accompanying notes to Consolidated Financial Statements.
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JONES LANG LASALLE INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. INTERIM INFORMATION
Readers of this quarterly report should refer to the audited financial statements of Jones Lang LaSalle Incorporated ("JLL," which may also be referred to as "the Company," "we," "us" or "our") for the year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission ("SEC") and also available on our website ( www.jll.com ), since we have omitted from this quarterly report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to the "Summary of Critical Accounting Policies and Estimates" section within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our 2024 Annual Report on Form 10-K for further discussion of our significant accounting policies and estimates.
Our Consolidated Financial Statements as of September 30, 2025, and for the periods ended September 30, 2025 and 2024, are unaudited. In the opinion of management, we have included all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements for these interim periods.
Historically, our quarterly revenue and profits have tended to increase from quarter to quarter as the year progresses. This is the result of a general focus in the real estate industry on completing transactions by calendar year end, while certain expenses are recognized evenly throughout the year. Growth in our Workplace Management and Property Management businesses as well as other annuity-based services has, to an extent, lessened the seasonality in our revenue and profits during the past several years. Within our Leasing Advisory and Capital Markets Services segments, revenue from transaction-based activities is driven by the size and timing of our clients' transactions and can fluctuate significantly from period to period. Our Investment Management segment generally earns investment-generated performance fees on clients' real estate investment returns when assets are sold, the timing of which is geared toward the benefit of our clients, as well as co-investment equity gains and losses, primarily dependent on underlying valuations.
A significant portion of our compensation and benefits expense is from incentive compensation plans, which we generally accrue throughout the year based on progress toward annual performance targets. This process can result in significant fluctuations in quarterly compensation and benefits expense from period to period. Non-variable operating expenses, which we recognize when incurred during the year, are relatively constant on a quarterly basis.
We provide for the effects of income taxes on interim financial statements based on our estimate of the effective tax rate for the full year, which we base on forecasted income by country and expected enacted tax rates. As required, we adjust for the impact of discrete items in the quarters in which they occur. Changes in the geographic mix of income can impact our estimated effective tax rate.
As a result of the items mentioned above, the results for the periods ended September 30 are not fully indicative of what our results will be for the full fiscal year.
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2. NEW ACCOUNTING STANDARDS
Recently issued accounting guidance
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. This ASU will result in expanded disclosures related to income taxes but will have no impact on our financial statements or results of operations.
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. This ASU will result in expanded disclosures related to expenses but will have no impact on our financial statements or results of operations.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. The practical expedient permits an entity to assume current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. The practical expedient is available to all entities. The accounting policy election allows an entity to consider cash collection activity after the balance sheet date when estimating expected credit losses on current accounts receivable and current contract assets. The policy election is available to entities other than public business entities and is therefore not applicable to us. This ASU is effective for annual periods beginning after December 15, 2025, with early adoption permitted. We are evaluating the effect this would have on our financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under ASC 350-40. The ASU aims to better align the accounting with how software is developed. Specifically, software development has shifted from using a prescriptive and sequential development method to using an incremental and iterative development method. This ASU makes targeted improvements to increase the operability of the recognition guidance considering different methods of software development. This ASU is effective for annual periods beginning after December 15, 2027, with early adoption permitted. We are evaluating the effect this guidance will have on our financial statements.
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3. REVENUE RECOGNITION
Capital Markets Services 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 mortgage servicing rights ("MSR" or "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.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Revenue excluded from scope of ASC Topic 606 $ 103.6 82.5 $ 256.5 217.3
Contract assets and liabilities
Our contract assets, net of allowance, are included in Short-term contract assets and Other assets and our contract liabilities are included in Short-term contract liabilities and deferred income on our 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) September 30, 2025 December 31, 2024
Contract assets, gross $ 384.0 388.3
Contract asset allowance ( 3.7 ) ( 3.9 )
Contract assets, net $ 380.3 384.4
Contract liabilities $ 165.6 154.7
Remaining performance obligations
Remaining performance obligations represent the aggregate transaction price for contracts where our performance obligations have not yet been satisfied. As of September 30, 2025, 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 Investment Management contracts. A significant portion of our customer contracts, which are not expected to be fulfilled within 12 months, are represented by the contracts within these businesses.
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4. BUSINESS SEGMENTS
Effective January 1, 2025, we report Property Management (historically included in Markets Advisory, which was renamed Leasing Advisory) within Real Estate Management Services (formerly referred to as Work Dynamics). 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 global business segments:
(1) Real Estate Management Services,
(2) Leasing Advisory,
(3) Capital Markets Services,
(4) Investment Management and
(5) Software and Technology Solutions.
Real Estate Management Services business provides a broad suite of integrated services to occupiers of real estate, including facility and property management, project management, and portfolio and other services. Leasing Advisory offers agency leasing and tenant representation, as well as advisory and consulting services. Capital Markets Services offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing. Investment Management provides services on a global basis to institutional investors and high-net-worth individuals, while our Software and Technology Solutions segment offers various software products and services to our clients.
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 of forgiveness, (iv) Equity earnings/losses for Investment Management and Proptech Investments, (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.
The Other segment items caption includes (i) other income/loss, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) net non-cash MSR and mortgage banking derivative activity, (v) net income/loss attributable to noncontrolling interest, (vi) the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders and (vii) the noncontrolling interest portion of Equity earnings/losses which are 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 September 30, 2025, we continue to define our Global Executive Board, collectively, as our CODM.
Effective January 1, 2026, the Software & Technology Solutions segment will merge into Real Estate Management Services with revenues reported as a subsegment within Real Estate Management Services. There are no changes to the Company’s other segments (Leasing Advisory, Capital Markets Services and Investment Management).
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Summarized financial information by business segment is as follows.
Real Estate Management Services Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Workplace Management $ 3,423.6 3,164.6 $ 10,036.3 9,057.4
Project Management 967.9 771.3 2,687.0 2,215.8
Property Management 461.1 452.3 1,361.1 1,318.6
Portfolio Services and Other 129.8 132.3 361.4 367.8
Revenue $ 4,982.4 4,520.5 $ 14,445.8 12,959.6
Less:
Platform compensation and benefits $ 475.2 436.4 $ 1,372.6 1,253.4
Platform operating, administrative and other 148.4 159.5 435.1 434.9
Gross contract costs 4,255.5 3,829.9 12,358.8 11,016.1
Add:
Equity earnings 0.1 1.1 1.0 2.5
Other segment items ( 1.2 ) ( 1.3 ) ( 5.2 ) ( 3.2 )
Adjusted EBITDA $ 102.2 94.5 $ 275.1 254.5
Depreciation and amortization (1)
$ 25.1 32.0 $ 84.9 88.3
(1) Excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.
Leasing Advisory Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Leasing $ 719.1 665.4 $ 1,936.7 1,781.8
Advisory, Consulting and Other 22.8 26.1 68.1 72.3
Revenue $ 741.9 691.5 $ 2,004.8 1,854.1
Less:
Platform compensation and benefits $ 538.3 494.9 $ 1,444.4 1,337.4
Platform operating, administrative and other 64.2 55.5 198.8 174.4
Gross contract costs 3.1 9.7 8.4 24.4
Add:
Equity earnings — — — 0.1
Other segment items 0.6 0.3 1.1 0.6
Adjusted EBITDA $ 136.9 131.7 $ 354.3 318.6
Depreciation and amortization $ 10.9 9.1 $ 33.9 27.2
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Capital Markets Services Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Investment Sales, Debt/Equity Advisory and Other $ 479.5 371.8 $ 1,172.7 950.8
Value and Risk Advisory 89.9 86.0 269.2 262.0
Loan Servicing 42.7 41.0 125.8 121.2
Revenue $ 612.1 498.8 $ 1,567.7 1,334.0
Less:
Platform compensation and benefits $ 436.8 365.5 $ 1,140.4 994.2
Platform operating, administrative and other 85.8 62.3 251.5 206.4
Gross contract costs 1.5 11.5 4.3 36.9
Add:
Equity earnings 0.8 0.2 3.2 0.8
Other segment items 1.1 6.0 18.5 27.2
Adjusted EBITDA $ 89.9 65.7 $ 193.2 124.5
Depreciation and amortization $ 9.8 16.6 $ 46.2 50.3
Investment Management Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Advisory fees $ 93.0 92.7 $ 275.6 278.1
Transaction fees and other 5.9 8.6 20.9 24.4
Incentive fees 16.5 — 20.5 4.8
Revenue $ 115.4 101.3 $ 317.0 307.3
Less:
Platform compensation and benefits $ 68.0 59.8 $ 187.2 180.1
Platform operating, administrative and other 16.1 18.7 49.9 52.1
Gross contract costs 7.8 9.3 24.3 26.5
Add:
Other segment items 0.2 0.5 0.2 9.1
Adjusted EBITDA $ 23.7 14.0 $ 55.8 57.7
Depreciation and amortization $ 2.7 1.9 $ 8.4 5.9
Equity earnings (losses) $ 9.3 ( 13.8 ) $ 1.9 ( 25.0 )
Software and Technology Solutions Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Revenue $ 58.6 56.7 $ 171.6 167.0
Less:
Platform compensation and benefits $ 46.4 48.1 $ 143.9 146.8
Platform operating, administrative and other 13.0 12.8 42.3 35.7
Gross contract costs 0.8 1.4 2.0 4.0
Add:
Other segment items 0.5 — 1.4 —
Adjusted EBITDA $ ( 1.1 ) ( 5.6 ) $ ( 15.2 ) ( 19.5 )
Depreciation and amortization $ 8.2 4.9 $ 20.7 14.2
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The following table is a reconciliation of segment revenue to consolidated revenue.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Real Estate Management Services $ 4,982.4 4,520.5 14,445.8 12,959.6
Leasing Advisory 741.9 691.5 2,004.8 1,854.1
Capital Markets Services 612.1 498.8 1,567.7 1,334.0
Investment Management 115.4 101.3 317.0 307.3
Software and Technology Solutions 58.6 56.7 171.6 167.0
Total Revenue $ 6,510.4 5,868.8 18,506.9 16,622.0
The following table is a reconciliation of Adjusted EBITDA to Net income attributable to common shareholders.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Adjusted EBITDA - Real Estate Management Services $ 102.2 94.5 $ 275.1 254.5
Adjusted EBITDA - Leasing Advisory 136.9 131.7 354.3 318.6
Adjusted EBITDA - Capital Markets Services 89.9 65.7 193.2 124.5
Adjusted EBITDA - Investment Management 23.7 14.0 55.8 57.7
Adjusted EBITDA - Software and Technology Solutions ( 1.1 ) ( 5.6 ) ( 15.2 ) ( 19.5 )
Adjusted EBITDA - All Other ( 4.3 ) ( 2.2 ) 0.6 ( 4.3 )
Adjusted EBITDA - Consolidated $ 347.3 298.1 $ 863.8 731.5
Adjustments:
Restructuring and acquisition charges $ ( 11.7 ) 8.8 $ ( 52.7 ) ( 4.4 )
Interest on employee loans, net of forgiveness 1.5 1.8 5.1 4.1
Equity earnings (losses) - Investment Management and Proptech Investments (1)
26.6 ( 2.2 ) ( 29.1 ) ( 23.4 )
Credit losses on convertible note investments ( 2.2 ) ( 6.3 ) ( 2.9 ) ( 6.3 )
Net non-cash MSR and mortgage banking derivative activity ( 0.2 ) ( 5.1 ) ( 17.3 ) ( 25.9 )
Interest expense, net of interest income ( 29.2 ) ( 38.1 ) ( 89.1 ) ( 110.3 )
Income tax provision ( 52.6 ) ( 37.4 ) ( 93.3 ) ( 73.8 )
Depreciation and amortization (1)
( 56.7 ) ( 64.5 ) ( 194.1 ) ( 185.9 )
Net income attributable to common shareholders $ 222.8 155.1 $ 390.4 305.6
(1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.
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5. BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Business Combinations Activity
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
Earn-Out Payments
($ in millions) September 30, 2025 December 31, 2024
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria 12 13
Maximum earn-out payments (undiscounted) $ 75.2 108.0
Short-term earn-out liabilities (fair value) (1)
6.0 12.0
Long-term earn-out liabilities (fair value) (1)
10.1 23.8
(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 7, Fair Value Measurements, and Note 10, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.
Goodwill and Other Intangible Assets
Goodwill and unamortized intangibles as of September 30, 2025 consisted of: (i) goodwill of $ 4,705.5 million, (ii) identifiable intangibles of $ 619.3 million amortized over their remaining finite useful lives and (iii) $ 52.1 million of identifiable intangibles with indefinite useful lives that are not amortized. Notable portions of our goodwill and unamortized intangibles are denominated in currencies other than the U.S. 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.
In conjunction with our new organizational structure described more fully in Note 4, Business Segments, we reassessed our reporting units as of January 1, 2025. As a result of the changes in Real Estate Management Services and Leasing Advisory, we reassigned goodwill to these reporting units using a relative fair value approach. Under this methodology, the fair value of each impacted reporting unit was determined using a combination of the income approach and the market approach, and this resulting relative fair value was used to reassign the balance of goodwill.
We considered the change to Real Estate Management Services and Leasing Advisory reporting units a triggering event requiring the testing of our goodwill for impairment as of January 1, 2025. We performed a quantitative test relying on the discounted cash flow ("DCF") method, an income approach, and a market approach in determining the estimated fair value of these reporting units. Our analysis relied on significant judgments and assumptions in determining the inputs, specifically, forecasted revenue growth, forecasted profitability margin and the discount rate used to present value the estimated future cash flows. Our analysis indicated that no impairment existed as the estimated fair value of both Real Estate Management Services and Leasing Advisory reporting units exceeded their respective carrying value.
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The following table details, by reporting segment, movements in goodwill.
(in millions) Real Estate Management Services Leasing Advisory Capital Markets Services Investment Management Software and Technology Solutions Consolidated
Balance as of January 1, 2025 $ 961.2 1,372.6 1,971.5 55.9 250.1 $ 4,611.3
Additions, net of adjustments — — 6.6 — — 6.6
Impact of exchange rate movements 13.9 32.6 39.9 1.3 ( 0.1 ) 87.6
Balance as of September 30, 2025 $ 975.1 1,405.2 2,018.0 57.2 250.0 $ 4,705.5
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, 2024 $ 851.1 543.8 $ 1,394.9
Additions, net of adjustments 72.1 0.5 72.6
Adjustment for fully amortized intangibles ( 41.0 ) ( 218.1 ) ( 259.1 )
Impact of exchange rate movements — 9.7 9.7
Balance as of September 30, 2025 $ 882.2 335.9 $ 1,218.1
Accumulated Amortization
Balance as of December 31, 2024 $ ( 380.0 ) ( 290.8 ) $ ( 670.8 )
Amortization expense, net (1)
( 87.4 ) ( 43.9 ) ( 131.3 )
Adjustment for fully amortized intangibles 41.0 218.1 259.1
Impact of exchange rate movements — ( 3.7 ) ( 3.7 )
Balance as of September 30, 2025 $ ( 426.4 ) ( 120.3 ) $ ( 546.7 )
Net book value as of September 30, 2025 $ 455.8 215.6 $ 671.4
(1) Included in this amount for MSRs was $ 5.8 million related 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.
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(in millions) MSRs Other Intangibles Consolidated
Gross Carrying Amount
Balance as of December 31, 2023 $ 801.8 546.2 $ 1,348.0
Additions, net of adjustments 52.0 15.5 67.5
Adjustment for fully amortized intangibles ( 25.3 ) ( 9.9 ) ( 35.2 )
Impact of exchange rate movements — 1.8 1.8
Balance as of September 30, 2024 $ 828.5 553.6 $ 1,382.1
Accumulated Amortization
Balance as of December 31, 2023 $ ( 309.8 ) ( 253.2 ) $ ( 563.0 )
Amortization expense, net (1)
( 82.6 ) ( 49.5 ) ( 132.1 )
Adjustment for fully amortized intangibles 25.3 9.9 35.2
Impact of exchange rate movements — ( 1.1 ) ( 1.1 )
Balance as of September 30, 2024 $ ( 367.1 ) ( 293.9 ) $ ( 661.0 )
Net book value as of September 30, 2024 $ 461.4 259.7 $ 721.1
(1) Included in this amount for MSRs was $ 6.0 million related 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.
6. INVESTMENTS
Summarized investment balances as of September 30, 2025 and December 31, 2024 are presented in the following table.
(in millions) September 30, 2025 December 31, 2024
Investment Management co-investments $ 502.4 406.1
Proptech Investments 357.2 372.8
Other investments 35.5 33.8
Total $ 895.1 812.7
Our Investment Management co-investments are primarily direct investments in property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement, while our Proptech 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 $ 210.1 million and $ 7.7 million as of September 30, 2025 for our Investment Management business and Proptech Investments, respectively.
Impairment
In June of 2025, we recognized an investment-level impairment charge of $ 2.2 million on one investment accounted for under the measurement alternative, defined below. This activity was included within Equity earnings on our Consolidated Statements of Comprehensive Income. There were no other significant impairments in 2025. In addition, there were no significant other-than-temporary impairment charges on Investments for the nine months ended September 30, 2024.
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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 earnings/losses. The table below shows the movement in our investments reported at fair value.
The table below does not include our $ 13.0 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, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
(in millions) 2025 2024
Fair value investments as of January 1, $ 742.0 740.8
Investments 146.9 72.2
Distributions ( 56.9 ) ( 17.3 )
Change in fair value, net ( 28.2 ) ( 10.7 )
Foreign currency translation adjustments, net 16.3 2.1
Transfers in 24.6 8.4
Fair value investments as of September 30, $ 844.7 795.5
See Note 7, Fair Value Measurements, for additional discussion of our investments reported at fair value.
7. FAIR VALUE MEASUREMENTS
We measure certain assets and liabilities in accordance with ASC Topic 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, Commercial paper, Short-term borrowings, 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, Commercial paper and Short-term borrowings 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.
(in millions) September 30, 2025 December 31, 2024
Long-term debt, fair value $ 840.2 785.2
Long-term debt, carrying value, net of debt issuance costs 806.1 756.7
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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 earnings/losses.
For a subset of our investments reported at fair value, we estimate the fair value using the NAV per share (or its equivalent) our investees provide. 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 any adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate. As of September 30, 2025 and December 31, 2024, investments at fair value using NAV were $ 489.8 million and $ 367.9 million, respectively. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table.
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.
September 30, 2025 December 31, 2024
(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Investments - fair value $ 45.9 — 309.0 43.8 — 330.3
Foreign currency forward contracts receivable — 0.6 — — 4.9 —
Warehouse receivables — 1,014.7 — — 770.7 —
Deferred compensation plan assets — 716.0 — — 664.0 —
Mortgage banking derivative assets — — 43.1 — — 161.1
Total assets at fair value $ 45.9 1,731.3 352.1 43.8 1,439.6 491.4
Liabilities
Foreign currency forward contracts payable $ — 6.9 — — 13.9 —
Deferred compensation plan liabilities — 699.0 — — 658.4 —
Earn-out liabilities — — 16.1 — — 35.8
Mortgage banking derivative liabilities — — 28.4 — — 67.3
Total liabilities at fair value $ — 705.9 44.5 — 672.3 103.1
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 our Consolidated Statements of Comprehensive Income within Equity earnings/losses.
Investments classified as Level 3 in the fair value hierarchy represent investments in early-stage non-public entities where we elected the fair value option. 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 earnings/losses.
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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.
(in billions) September 30, 2025 December 31, 2024
Foreign currency forward contracts, gross notional value $ 2.24 2.21
Foreign currency forward contracts, net basis 1.24 1.08
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.
(in millions) September 30, 2025 December 31, 2024
Net asset, receivable positions $ 1.5 5.4
Net asset, payable positions ( 0.9 ) ( 0.5 )
Foreign currency forward contracts receivable $ 0.6 4.9
Net liability, receivable positions $ ( 0.3 ) ( 1.9 )
Net liability, payable positions 7.2 15.8
Foreign currency forward contracts payable $ 6.9 13.9
Warehouse Receivables
The fair value of the Warehouse receivables is based on already locked-in security-buy prices. As of September 30, 2025 and December 31, 2024, 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
We maintain a deferred compensation plan for certain of our U.S. employees that allows them to defer portions of their compensation. We recorded this plan on our Consolidated Balance Sheets as Deferred compensation plan assets, long-term deferred compensation plan liabilities, included in Deferred compensation, and as a reduction of equity, Shares held in trust. The components of the plan are presented in the following table.
(in millions) September 30, 2025 December 31, 2024
Deferred compensation plan assets $ 716.0 664.0
Long-term deferred compensation plan liabilities 699.0 658.4
Shares held in trust 12.2 11.8
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. See Note 5, Business Combinations, Goodwill and Other Intangible Assets, for additional discussion of our Earn-out liabilities.
Mortgage Banking Derivatives
Both our interest rate lock commitments to prospective borrowers and forward sale contracts with prospective investors are undesignated derivatives and considered Level 3 valuations due to significant unobservable inputs related to nonperformance risk. Although nonperformance risk does not currently have a material impact, an increase in nonperformance risk assumptions would result in a lower fair value measurement.
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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 June 30, 2025 Net change in fair value Foreign CTA (1)
Purchases / Additions Settlements Transfers in (out) Balance as of September 30, 2025
Investments $ 293.1 15.4 ( 0.3 ) 0.8 — — $ 309.0
Mortgage banking derivative assets and liabilities, net 19.9 3.4 52.9 ( 61.5 ) 14.7
Earn-out liabilities 19.1 0.4 ( 0.1 ) — ( 3.3 ) — 16.1
(in millions) Balance as of June 30, 2024 Net change in fair value Foreign CTA (1)
Purchases / Additions Settlements Transfers in (out) Balance as of September 30, 2024
Investments $ 367.8 9.5 1.5 — — — $ 378.8
Mortgage banking derivative assets and liabilities, net 31.7 17.3 — 32.8 ( 56.1 ) — 25.7
Earn-out liabilities 53.7 ( 20.9 ) 0.2 2.4 ( 0.2 ) — 35.2
(in millions) Balance as of December 31, 2024 Net change in fair value Foreign CTA (1)
Purchases / Additions Settlements Transfers in (out) Balance as of
September 30, 2025
Investments $ 330.3 ( 29.8 ) 1.8 6.8 ( 0.1 ) — $ 309.0
Mortgage banking derivative assets and liabilities, net 93.8 20.4 — 117.8 ( 217.3 ) — 14.7
Earn-out liabilities 35.8 ( 3.1 ) 0.3 0.2 ( 15.4 ) ( 1.7 ) 16.1
(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 September 30, 2024
Investments $ 367.3 ( 0.9 ) 1.2 2.8 — 8.4 $ 378.8
Mortgage banking derivative assets and liabilities, net 10.3 45.5 — 78.9 ( 109.0 ) — 25.7
Earn-out liabilities 57.5 ( 33.5 ) 0.2 13.4 ( 2.2 ) ( 0.2 ) 35.2
(1) CTA: Currency translation adjustments
(2) Transfers in for Investments: Notes receivable (inclusive of accrued interest) converted to unconsolidated equity investments and were classified as a Level 3 investment immediately.
Net change in fair value, included in the tables above, is reported in Net income as follows.
Category of Assets/Liabilities using Unobservable Inputs Consolidated Statements
of Comprehensive Income Account Caption
Earn-out liabilities (short-term and long-term) Restructuring and acquisition charges
Investments Equity earnings/losses
Other current assets - Mortgage banking derivative assets Revenue
Other current liabilities - Mortgage banking derivative liabilities Revenue
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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 nine months ended September 30, 2025, we recognized an investment-level impairment charge on one investment accounted for under the measurement alternative, as further described in Note 6, Investments. We did not recognize any significant investment-level impairment losses during the nine months ended September 30, 2024.
8. DEBT
Debt is composed of the following obligations.
($ in millions) September 30, 2025 December 31, 2024
Short-term debt:
Local overdraft facilities $ 33.7 18.9
Other short-term borrowings 107.6 134.9
Commercial paper, net of debt issuance costs of $ 0.6 and $ 0.7
388.4 199.3
Total short-term debt, net of debt issuance costs $ 529.7 353.1
Credit facility, net of debt issuance costs of $ 9.2 and $ 11.4
176.8 88.6
Long-term senior notes, 1.96 %, face amount of € 175.0 , due June 2027, net of debt issuance costs of $ 0.3 and $ 0.3
205.3 181.2
Long-term senior notes, 6.875 %, face amount of $ 400.0 , due December 2028, net of debt issuance costs of $ 4.5 and $ 5.6
395.5 394.4
Long-term senior notes, 2.21 %, face amount of € 175.0 , due June 2029, net of debt issuance costs of $ 0.3 and $ 0.5
205.3 181.1
Total debt, net of debt issuance costs $ 1,512.6 1,198.4
Commercial Paper Program
We maintain 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. Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time. 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. We intend to use net proceeds of the Program for general corporate purposes, including the repayment of outstanding borrowings under our credit facilities.
Credit Facilities
We have a $ 3.3 billion unsecured revolving credit facility (the "Facility") that matures on November 3, 2028. Undiscounted pricing on the Facility ranges from Adjusted Term Secured Overnight Financing Rate ("SOFR") plus 0.875% to 1.35% , with pricing including facility fees, as of September 30, 2025 at Adjusted Term SOFR plus 0.93 %.
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 both September 30, 2025 and December 31, 2024.
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The following table provides additional information on our Program, Facility and Uncommitted Facility, collectively.
Three Months Ended September 30, Nine Months Ended September 30,
($ in millions) 2025 2024 2025 2024
Average outstanding borrowings $ 1,152.8 1,575.7 $ 1,243.7 1,446.6
Average effective interest rate 4.9 % 5.9 % 5.0 % 6.1 %
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 have the capacity to borrow up to $ 59.5 million as of September 30, 2025, under local overdraft facilities. Amounts outstanding are presented in the debt table above.
As of September 30, 2025, our issuer and senior unsecured ratings are 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 September 30, 2025.
Warehouse Facilities
We maintain our Warehouse facilities with third-party lenders for the purpose of funding mortgage loans that will be resold, included in 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.
Nine Months Ended September 30,
(in millions) 2025 2024
Origination of mortgage loans $ ( 8,691.7 ) ( 6,130.5 )
Proceeds from the sales of mortgage loans 8,524.7 4,741.5
Net increase in Warehouse facilities 165.5 1,390.4
The following table provides details regarding our Warehouse facilities lines of credit.
September 30, 2025 December 31, 2024
($ in millions) Outstanding Balance Maximum Capacity Outstanding Balance Maximum Capacity
Warehouse facilities:
SOFR plus 1.40% , expires September 14, 2026 (1)
$ 194.7 700.0 341.3 700.0
SOFR plus 1.30% , expires September 11, 2026 (1)
214.4 600.0 416.5 2,100.0
SOFR plus 1.40% , expires October 23, 2025 (2)
507.4 1,100.0 8.8 400.0
Fannie Mae ASAP (3) program, SOFR plus 1.25%
91.1 n/a 75.3 n/a
Gross warehouse facilities 1,007.6 2,400.0 841.9 3,200.0
Debt issuance costs ( 1.1 ) n/a ( 0.9 ) n/a
Total warehouse facilities $ 1,006.5 2,400.0 841.0 3,200.0
(1) Warehouse facility has been amended since prior periods. Refer to our previous filings for specific terms of agreements.
(2) In October 2025, we extended the term of the Warehouse facility to October 22, 2026.
(3) As Soon As Pooled ("ASAP") funding program
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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 September 30, 2025.
9. 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.
Professional Indemnity Insurance
In order to better manage our global insurance program and support our risk management efforts, we supplement our traditional insurance coverage for certain types of claims by using a wholly-owned captive insurance company. The level of risk retained by our captive insurance company, with respect to professional indemnity claims, is up to $ 10.0 million per claim. 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 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. There was no such receivable recorded as of September 30, 2025. As of December 31, 2024, a receivable of $ 0.5 million was included in Notes and other receivables on our Consolidated Balance Sheets.
The following table shows the professional indemnity accrual activity and related payments.
(in millions)
December 31, 2024 $ 4.2
New claims 3.9
Prior year claims adjustments (including foreign currency changes) 0.3
Claims paid ( 6.1 )
September 30, 2025 $ 2.3
December 31, 2023 $ 9.4
New claims 0.3
Prior year claims adjustments (including foreign currency changes) 1.2
Claims paid ( 7.2 )
September 30, 2024 $ 3.7
Delegated Underwriting and Servicing ("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 September 30, 2025 and December 31, 2024, we had loans, funded and sold, subject to such loss-sharing arrangements with an aggregate unpaid principal balance of $ 24.7 billion and $ 23.0 billion, respectively.
For all DUS program loans with loss-sharing obligations, we record a non-contingent liability equal to the estimated fair value of the guarantee obligations undertaken upon sale of the loan, which reduces our gain on sale of the loan. Subsequently, this liability is amortized over the estimated life of the loan and recognized as Revenue on the Consolidated Statements of Comprehensive Income. As of September 30, 2025 and December 31, 2024, the loss-sharing guarantee obligations were $ 29.9 million and $ 30.0 million, respectively, and are included in other liabilities on our Consolidated Balance Sheets.
The loss-sharing aspect of the program represents an off-balance sheet credit exposure. We record a separate contingent reserve for this risk calculated on an individual loan level. As of September 30, 2025 and December 31, 2024, the loan loss guarantee reserve was $ 29.7 million and $ 28.5 million, respectively, and is included within Other liabilities on our
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Consolidated Balance Sheets. In June of 2025, we entered into an enhanced loss-sharing agreement with Fannie Mae associated with a specific three-loan portfolio. The agreement finalized our portion of the loss at $ 20.6 million and, as a result, there is no residual loss exposure for the subject loans. There were no loan losses incurred during the nine months ended September 30, 2024.
10. 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.
Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2025 2024 2025 2024
Severance and other employment-related charges $ 5.4 6.1 $ 30.8 17.8
Restructuring, pre-acquisition and post-acquisition charges 5.2 5.0 22.9 18.5
Stock-based compensation expense for post-acquisition retention awards 0.7 1.0 2.1 1.6
Fair value adjustments to earn-out liabilities 0.4 ( 20.9 ) ( 3.1 ) ( 33.5 )
Restructuring and acquisition charges $ 11.7 ( 8.8 ) $ 52.7 4.4
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 September 30, 2025 will be paid during the next twelve months.
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11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
The tables below present the changes in Accumulated other comprehensive income (loss) ("AOCI") by component.
(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of June 30, 2025 $ ( 56.0 ) ( 468.2 ) $ ( 524.2 )
Other comprehensive loss before reclassification
— ( 33.5 ) ( 33.5 )
Amounts reclassified from AOCI after tax expense of
$ -, $ - and $ - — — —
Other comprehensive loss after tax expense of $ - , $ - and $ -
— ( 33.5 ) ( 33.5 )
Balance as of September 30, 2025 $ ( 56.0 ) ( 501.7 ) $ ( 557.7 )
(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of June 30, 2024 $ ( 63.5 ) ( 587.5 ) $ ( 651.0 )
Other comprehensive income before reclassification
— 107.2 107.2
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ - — 8.7 8.7
Other comprehensive income after tax expense of $ - , $ - and $ -
— 115.9 115.9
Balance as of September 30, 2024 $ ( 63.5 ) ( 471.6 ) $ ( 535.1 )
(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of December 31, 2024 $ ( 55.5 ) ( 591.4 ) $ ( 646.9 )
Other comprehensive (loss) income before reclassification
( 0.5 ) 89.7 89.2
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ - — — —
Other comprehensive (loss) income after tax expense of $ - , $ - and $ -
( 0.5 ) 89.7 89.2
Balance as of September 30, 2025 $ ( 56.0 ) ( 501.7 ) $ ( 557.7 )
(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of December 31, 2023 $ ( 63.8 ) ( 527.7 ) $ ( 591.5 )
Other comprehensive income before reclassification
0.3 47.4 47.7
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ - — 8.7 8.7
Other comprehensive income after tax expense of $ - , $ - and $ -
0.3 56.1 56.4
Balance as of September 30, 2024 $ ( 63.5 ) ( 471.6 ) $ ( 535.1 )
For pension and postretirement benefits, we report amounts reclassified from Accumulated other comprehensive loss in Other income within the Consolidated Statements of Comprehensive Income.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.