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What changed in Cushman & Wakefield Ltd.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Cushman & Wakefield Ltd.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+378 added−405 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-21)

Top changes in Cushman & Wakefield Ltd.'s 2024 10-K

378 paragraphs added · 405 removed · 290 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeAn increase in institutional ownership drives demand for services in three ways: ◦ Demand for property management services - Institutional owners self-perform property management services at a lower rate than private owners, outsourcing more to services providers. ◦ Demand for transaction services - Institutional owners execute real estate transactions at a higher rate than private owners. ◦ Demand for advisory services - In periods with higher transaction rates, there is an opportunity for services providers to grow the number of ongoing advisory engagements.
Biggest changeInstitutional owners self-perform property management services at a lower rate than private owners, outsourcing more to services providers, and have historically executed real estate transactions at a higher rate than private owners. Owners and Occupiers Continue to Consolidate Their Real Estate Services Providers.
Many of our real estate professionals in the Americas and in certain international markets work on a commission basis, particularly our Leasing and Capital markets professionals in the United States. Commissions are tied to the value of transactions and subject to fluctuation.
Many of our real estate professionals in the Americas and in certain international markets work on a commission basis, particularly our Leasing and Capital markets professionals in the United States. Commissions are tied to the value of transactions and are subject to fluctuation.
For real estate owners, we offer a variety of property management services, which include client accounting, engineering and operations, lease compliance administration, project and development services, tenant experience, residential property management and sustainability services.
For real estate owners, we offer a variety of property management services, which include client accounting, engineering and operations, lease compliance administration, project and development services, tenant experience and residential property management.
Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing 6.2 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform.
Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing approximately 6.0 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform.
These targets are as follows: Target 1: Reduce GHG emissions across our corporate offices and operations (scopes 1 and 2) 50% by 2030 from a 2019 base year. Target 2: Engage our clients, representing 70% of emissions at our managed properties (scope 3), to set their own science-based targets by 2025.
These targets are as follows: Target 1: Reduce absolute Scope 1 and 2 GHG emissions across our corporate offices and operations 50% by 2030 (from a 2019 base year). Target 2: Engage our clients, representing 70% of emissions at our managed properties (Scope 3), to set their own science-based targets by 2025.
Human Capital Resources and Management We strive to place our people at the center of everything we do. We seek to hire, develop and advance diverse talent throughout the organization. As of December 31, 2023, we had approximately 52,000 employees worldwide – approximately 69% in the Americas, 21% in APAC, and 10% in EMEA.
Human Capital Resources and Management We strive to place our people at the center of everything we do. We seek to hire, develop and advance diverse talent throughout the organization. As of December 31, 2024, we had approximately 52,000 employees worldwide – approximately 69% in the Americas, 21% in APAC, and 10% in EMEA.
Owners and Occupiers Continue to Consolidate Their Real Estate Services Providers. Owners and occupiers continue to consolidate their services provider relationships on a regional, national and global basis to obtain more consistent execution across markets and to benefit from streamlined management oversight of “single point of contact” service delivery. Global Services Providers Create Value in a Fragmented Industry.
Owners and occupiers continue to consolidate their services provider relationships on a regional, national and global basis to obtain more consistent execution across markets and to benefit from streamlined management oversight of “single point of contact” service delivery. Global Services Providers Create Value in a Fragmented Industry.
In addition, we offer globally to both owners and occupiers (i) self-performed facilities services, which include janitorial, maintenance, critical environment management, landscaping and office services and (ii) workplace and portfolio consulting.
In addition, we offer globally to both owners and occupiers (i) self-performed facilities services, which include janitorial, maintenance, critical environment management, landscaping and office services, (ii) workplace and portfolio consulting and (iii) sustainability services.
We offer our clients a fully integrated commercial real estate services experience across (i) Property, facilities and project management, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services. These services can be bundled into regional, national and global contracts and/or delivered locally for individual assignments to meet the needs of a wide range of client types.
We offer our clients a fully integrated commercial real estate services experience across (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services. These services can be bundled into regional, national and global contracts and/or delivered locally for individual assignments to meet the needs of a wide range of client types.
Target 3: Reach net zero emissions across our entire value chain (scopes 1, 2 and 3) by 2050. In July 2021, Target 1 and Target 2 were validated by the Science Based Targets Initiative (“SBTi”), a global body helping businesses to set emissions reductions targets in line with the latest climate science.
Target 3: Reach net zero emissions across our entire value chain (Scopes 1, 2 and 3) by 2050. 9 Table of Contents In July 2021, Target 1 and Target 2 were validated by the Science Based Targets Initiative (“SBTi”), a global body helping businesses to set emissions reductions targets in line with the latest climate science.
See “Risks Related to Our Business and Operations—Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our service lines” and “—A failure to appropriately address actual or perceived conflicts of interest could adversely affect our service lines” within Item 1A, “Risk Factors” in this Annual Report. 10 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbor provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
See “Risks Related to Our Business and Industry—Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our Company or service lines” within Item 1A, “Risk Factors” in this Annual Report. 10 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Annual Report may contain forward-looking statements that reflect our current views with respect to, among other things, future events, results and financial performance, which are intended to be covered by the safe harbor provisions for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995.
The information contained on or accessible through our website, including our 2022 ESG Report, is not incorporated by reference herein or otherwise made a part of this Annual Report or any of our other filings with the SEC.
The information contained on or accessible through our website, including our 2023 Sustainability Report, is not incorporated by reference herein or otherwise made a part of this Annual Report or any of our other filings with the SEC.
We view each interaction with our clients as an opportunity to deliver an exceptional experience by offering a full platform of services, while deepening and strengthening our relationships. Our comprehensive service offerings extend across almost all asset types including logistics, office, retail, healthcare, life sciences and multifamily. 6 Table of Contents Our Iconic Brand.
We view each interaction with our clients as an opportunity to deliver an exceptional experience by offering a full platform of services, while deepening and strengthening our relationships. Our comprehensive service offerings extend across multiple asset types including office, retail, multifamily, logistics, healthcare and life sciences. Our Iconic Brand.
We aim to deliver our real estate services with high standards of environmental care and social responsibility, building on an enterprise-wide strategy to develop a more resilient business, strengthen corporate reputation, reduce risk and drive long-term, sustainable value creation. Our Environment Policy, available on our website, outlines our commitment to being a responsible steward of the planet and its resources.
We aim to deliver our real estate services with high standards of environmental care and social responsibility, building on a collective strategy to develop a more resilient business, strengthen corporate reputation, reduce risk and drive long-term, sustainable value creation. Our Environment Policy, available on our website, outlines our commitment to being a responsible steward of the environment.
Across our (i) Property, facilities and project management, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other service lines our employees are compensated in different manners in line with common practices in their professional field and geographic region.
Across our (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other service lines our employees are compensated in different manners in line with common practices in their professional field and geographic region.
Our Principal Services and Regions of Operation We have organized our business, and report our operating results, through three geographic segments: the Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”) representing 75%, 10% and 15% of our 2023 total revenue and 71%, 13% and 16% of our 2023 service line fee revenue, respectively.
Our Principal Services and Regions of Operation Our business is organized, and we report our operating results, through three geographic segments: the Americas; Europe, Middle East and Africa (“EMEA”); and Asia Pacific (“APAC”) representing 74%, 10% and 16% of our 2024 total revenue and 71%, 13% and 16% of our 2024 service line fee revenue, respectively.
The Property, facilities and project management service line partially mitigates this intra-year seasonality due to the recurring nature of this service line, which comparatively generates more stable revenues throughout the year. The seasonality of service line fee revenue flows through to net income and cash flow from operations.
The Services business partially mitigates this intra-year seasonality due to the recurring nature of this service line, which comparatively generates more stable revenues throughout the year. The seasonality of service line fee revenue flows through to net income and cash flow from operations.
Our largest service line based on revenue includes property management, facilities management, facilities services and project and development services. Revenues in this service line are recurring in nature, many through multi-year contracts with relatively high switching costs. For real estate occupiers, we offer integrated facilities management, project and development services, portfolio administration, transaction management and strategic consulting.
Revenues in this service line are recurring in nature, many through multi-year contracts with relatively high switching costs. For real estate occupiers, we offer integrated facilities management, project and development services, portfolio administration, transaction management and strategic consulting.
Our Competitive Strengths We believe we are well positioned to capitalize on the growth opportunities and globalization trends in the commercial real estate services industry, even in the current complicated and uncertain economic environment. We attribute our position to the following competitive strengths: Global Size and Scale.
We believe we are well positioned to capitalize on the growth opportunities and globalization trends in the commercial real estate services industry. We attribute our position to the following competitive strengths: Global Size and Scale.
We include sustainability principles in our policies and practices as appropriate, engage employees in our collective environmental, social and governance (“ESG”) efforts, and monitor and report our performance.
We include sustainability principles in our policies and practices as appropriate, engage employees in our collective efforts, and monitor and report our performance.
Fees are earned on both a contractual and transactional basis and are generally fixed based on the scope of the engagement. Industry Overview and Market Trends We operate in an industry where the increasing complexity of our clients’ real estate operations drives demand for high quality services providers. The sector is fragmented among regional, local and boutique providers.
Fees are earned on both a contractual and transactional basis and are generally fixed based on the scope of the engagement. 5 Table of Contents Industry Overview and Market Trends We operate in an industry where the increasing complexity of our clients’ real estate operations drives demand for high quality services providers.
We have built a platform through investment in our people and technology to enable our approximately 52,000 employees to offer our clients services through an extensive network of nearly 400 offices across approximately 60 countries. This scale provides operational leverage, translating revenue growth into increased profitability. Breadth of Our Service Offerings.
We have built a platform through investment in our people and technology to enable approximately 52,000 employees to offer our clients services through an extensive network of nearly 400 offices in approximately 60 countries. This scale provides operational leverage, translating revenue growth into increased profitability. 6 Table of Contents Solutions for a Complex and Evolving Built World.
By revenue, our largest country was the United States, representing 72%, 74% and 72% of revenue in the years ended December 31, 2023, 2022 and 2021, respectively, followed by Australia, representing 5%, 4% and 5% of revenue in the years ended December 31, 2023, 2022 and 2021, respectively. 4 Table of Contents Our Service Lines Property, facilities and project management .
By revenue, our largest country was the United States, representing 71%, 72% and 74% of revenue in the years ended December 31, 2024, 2023 and 2022, respectively, followed by Australia, representing 5%, 5% and 4% of revenue in the years ended December 31, 2024, 2023 and 2022, respectively. 4 Table of Contents Our Service Lines Effective January 1, 2024, the Property, facilities and project management service line was renamed to Services.
Our business is focused on meeting the increasing demands of our clients through a comprehensive offering of services including (i) Property, facilities and project management, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Our business is focused on meeting the increasing demands of our clients through comprehensive service offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Global services providers with larger operating platforms can utilize economies of scale. Those few firms with scalable operating platforms are best positioned to improve their profitability and market share as real estate investors and occupiers become increasingly global and require commercial real estate services partners that can match their geographic reach and complex real estate needs. Sustainability in Real Estate.
Those few firms with scalable operating platforms are best positioned to improve their profitability and market share as real estate investors and occupiers become increasingly global and require commercial real estate services partners that can match their geographic reach and complex real estate needs. Sustainability in Real Estate. Sustainability considerations are increasingly incorporated into both investor and occupier decisions.
Our employees include management, brokers and other sales staff, administrative specialists, valuation specialists, maintenance, landscaping and janitorial personnel, office staff and others. Approximately 8,000 (or 16%) of our employees are covered by collective bargaining agreements, the substantial majority of whom are employed in facilities services.
Our employees include management, brokers and other sales staff, administrative specialists, valuation specialists, maintenance, landscaping and janitorial personnel, office staff and others. Approximately 7,500 (or 14%) of our employees are covered by collective bargaining agreements, the substantial majority of whom are employed in facilities services. Costs related to approximately 44% of our employees are fully reimbursed by clients.
In 2023, 2022 and 2021, we generated revenues of $9.5 billion, $10.1 billion and $9.4 billion, respectively, and service line fee revenue of $6.5 billion, $7.2 billion and $6.9 billion, respectively. Since 2014, we have built our company organically and through various mergers and acquisitions, giving us the scale and global footprint to effectively serve our clients’ multinational businesses.
In 2024, 2023 and 2022, we generated revenues of $9.4 billion, $9.5 billion and $10.1 billion, respectively, and service line fee revenue of $6.6 billion, $6.5 billion and $7.2 billion, respectively. Since 2014, we have built a company with the scale and global footprint to effectively serve our multinational and local clients’ needs.
Within those segments, we operate the following service lines: (i) Property, facilities and project management, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other, representing 55%, 28%, 11% and 6% of our 2023 service line fee revenue, respectively. Our Geographical Segments Our global presence and integrated platform enable us to provide a broad base of services across geographies.
We operate the following service lines within each of our segments: (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other, representing 53%, 30%, 10% and 7% of our 2024 service line fee revenue, respectively. Our Geographical Segments Our global presence and integrated platform enable us to provide a broad base of services across geographies.
While management has overseen highly regulated businesses before and we expect to comply with all applicable laws and regulations, no assurance can be given that it will always be the case.
Licensing requirements could also impact our ability to engage in certain types of transactions or businesses or affect the cost of conducting business. While management has overseen highly regulated businesses before and we expect to comply with all applicable laws and regulations, no assurance can be given that it will always be the case.
These macroeconomic trends and uncertainties are discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Risk Factors” in Part I, Item 1A in this Annual Report on Form 10-K (this “Annual Report”). 5 Table of Contents Key drivers of revenue growth for the largest commercial real estate services providers, including us, are expected to include: Occupier Demand for Real Estate Services.
These macroeconomic trends and uncertainties are discussed further in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 and “Risk Factors” in Part I, Item 1A in this Annual Report on Form 10-K (this “Annual Report”).
With respect to the Cushman & Wakefield name, we have processed and continuously maintain trademark registration for this trade name in most jurisdictions where we conduct business.
With respect to the Cushman & Wakefield name, we have processed and continuously maintain trademark registration for this trade name in most jurisdictions where we conduct business. We obtained our most recent U.S. trademark registrations for the Cushman & Wakefield name and logo in 2017, and these registrations would expire in 2027 if we failed to renew them.
We understand the importance of managing environmental risks, developing sustainability opportunities, protecting value and driving meaningful change for our business and our clients.
Environment Cushman & Wakefield strives to integrate climate considerations into our operations, business practices and service offerings. We understand the importance of managing environmental risks, developing sustainability opportunities, protecting and promoting value and driving meaningful change for our business and our clients.
Our website address is www.cushmanwakefield.com. The information contained on, or accessible through, our website is not part of or incorporated into this Annual Report. All reports required to be filed with the U.S. Securities and Exchange Commission (“SEC”) are available and can be accessed through the Investor Relations section of our website.
Our corporate headquarters are located at 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606. Our website address is www.cushmanwakefield.com. The information contained on, or accessible through, our website is not part of or incorporated into this Annual Report. All reports required to be filed with the U.S.
Institutional owners, such as real estate investment trusts (REITs), pension funds, sovereign wealth funds and other financial entities, have in recent years acquired more real estate assets and historically financed them in the capital markets.
Institutional Investors Owning a Greater Proportion of Global Real Estate. Institutional owners, such as real estate investment trusts (REITs), pension funds, sovereign wealth funds and other financial entities, have in recent years increased investment allocations into the real estate sector.
Although many of our competitors across our larger service lines are smaller local or regional firms, they may have a stronger presence in certain markets. We are also subject to competition from other large national and multinational firms that have similar service competencies and geographic footprints to ours, including Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc.
We 7 Table of Contents are also subject to competition from other large national and multinational firms that have similar service competencies and geographic footprints to ours, including Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), Colliers International Group Inc. (NASDAQ: CIGI) and Newmark Group Inc. (NASDAQ: NMRK).
Our business has been negatively impacted, like our peers in the commercial real estate sector, by inflation and increased volatility in interest rates, among other macroeconomic challenges, which led to ongoing volatility within global capital and credit markets and delayed real estate transaction decision making in 2023.
The sector also continues to be fragmented among regional, local and boutique providers. In the past several years, our business was negatively impacted by inflation and increased volatility in interest rates, among other macroeconomic challenges, which led to ongoing volatility within global capital and credit markets.
Occupiers are focusing on their core competencies and choosing to outsource commercial real estate services to global firms that can provide a fully developed platform of commercial real estate services.
Clients are choosing to outsource commercial real estate services to global firms that can provide a fully developed platform of commercial real estate services. Global services providers with larger operating platforms can utilize economies of scale.
Our experienced management team has been focused on improving financial performance, driving operating efficiencies, realizing cost savings, and attracting and retaining top talent. Today, Cushman & Wakefield is one of the top three real estate services providers as measured by revenue and workforce.
Today, Cushman & Wakefield is one of the top three real estate services providers as measured by revenue and workforce.
(NYSE: CBRE) and Colliers International Group Inc. (NASDAQ: CIGI). Corporate Information Cushman & Wakefield plc is a public limited company organized under the laws of England and Wales. On August 6, 2018, Cushman & Wakefield plc closed its IPO.
Corporate Information Cushman & Wakefield plc is a public limited company organized under the laws of England and Wales. On August 6, 2018, Cushman & Wakefield plc closed its initial public offering (“IPO”). As the parent company, Cushman & Wakefield plc does not conduct any operations other than with respect to its direct and indirect ownership of its subsidiaries.
In June 2022, Target 3 was validated by SBTi. These targets are voluntary, subject to change and should be considered aspirational.
In June 2022, Target 3 was validated by SBTi. These targets are voluntary, subject to change and should be considered aspirational. See “Risks Related to Our Business and Industry—We face risks related to climate change, including physical and transition risks, and with respect to other environmental conditions” within Item 1A, “Risk Factors” in this Annual Report.
Sustainability considerations are increasingly incorporated into both investor and occupier decisions. Real estate services providers continue to develop and maintain solutions to help clients meet stricter environmental regulations, operate more efficiently and achieve their own sustainability goals.
Real estate services providers continue to develop and maintain solutions to help clients meet stricter environmental regulations, operate more efficiently and achieve their own sustainability goals. Our Competitive Strengths Our business is designed and built around the goal of providing strategic advice to our clients on how they think about and use space.
The result is a global real estate services firm with the iconic, more than 100-year-old, Cushman & Wakefield brand. In August 2018, Cushman & Wakefield completed an initial public offering (the “IPO”), listing its ordinary shares on the New York Stock Exchange (NYSE: CWK). Our recent history has been a period of transformation for our company.
The result is a global real estate services firm with the iconic, more than 100-year-old, Cushman & Wakefield brand. Our recent history has been a period of strategic transformation for our company. Our experienced management team is focused on improving financial performance and cash flows, reducing leverage, driving operating efficiencies and attracting and retaining top talent.
Significant Recurring Revenue Resilient to Changing Economic Conditions. In 2023, our Property, facilities and project management service line, which is recurring and contractual in nature, generated 69% of our total revenue and 55% of our service line fee revenue.
In 2024, our Services business, which is recurring and contractual in nature, generated 67% of our total revenue and 53% of our service line fee revenue. These revenue streams help provide greater stability to our cash flows and underlying business and have proven to be resilient to changing and challenging economic conditions.
These revenue streams help provide greater stability to our cash flows and underlying business and have proven to be resilient to changing and challenging economic conditions. Top Talent in the Industry . For years, our people have earned a strong reputation by successfully executing on the most iconic and complex real estate assignments in the world.
Highly Focused Team with a Bias to Action . For years, our people have earned a strong reputation by successfully executing the most iconic and complex real estate assignments in the world. Because of this legacy of excellence, and our leading platform and brand strength, we attract and retain top talent in the industry.
For the 12th consecutive year, we have been named as a leader in the International Association of Outsourcing Professionals’ top 100 outsourcing professional service firms. In addition, in 2023, we once again received the ENERGY STAR® Partner of the Year—Sustained Excellence Award from the U.S. Environmental Protection Agency and the U.S. Department of Energy.
For the 13th consecutive year, we have been named as a leader in the International Association of Outsourcing Professionals’ top 100 outsourcing professional service firms. In addition, in 2024, we were recognized as one of the World’s Most Sustainable Companies of 2024 by TIME. Significant Recurring Revenue Resilient to Changing Economic Conditions.
See “Risks Related to Our Business and Operations—We face risks associated with the effects of climate change, including physical and transition risks, and with our sustainability practices, goals and performance.” Additional information regarding our ESG practices and progress towards these targets can be found in our 2022 ESG Report, available on our website.
Furthermore, we are currently undergoing an evaluation to update our science-based targets to ensure they remain aligned with the latest climate science, which we expect to submit to SBTi for validation in the first half of 2025. Additional information regarding our environmental practices and progress towards these targets can be found in our 2023 Sustainability Report, available on our website.
Because of this legacy of excellence, and our leading platform and brand strength, we attract and retain top talent in the industry. We strive to build a diverse and engaged workforce and to support an inclusive environment in everything we do. We provide our employees with training and growth opportunities to support their ongoing success.
We strive to build an engaged workforce and to support an environment where opportunity is accessible to all. We provide our employees with training and growth opportunities to support their ongoing success. In addition, we are focused on management development to drive strong operational performance and continuing innovation.
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As a Company, we are focused on making an impact for our clients.
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In 2024, we launched our new purpose and values, encapsulated by the theme that Better never settles. As an organization and as individuals, we will never settle for the world that’s been built, but relentlessly drive it forward for our clients, colleagues and communities.
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We have built a scalable platform that we believe is well positioned to support our growth strategy by focusing on: (i) leveraging our strong competitive position to meet the growing outsourcing and service needs of our clients; (ii) strengthening our core competencies to generate free cash flow and drive a more balanced capital structure; (iii) maintaining a high-performance culture; and (iv) utilizing our technology platform to provide data driven insights to our clients.
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Our core values (Driven, Resilient, Inclusive, Visionary and Entrepreneurial) drive our business, create inspiration and help us provide value-added services to the built environment every day.
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Market trends including globalization and changes in workplace strategy are increasing the complexity of real estate management and driving occupiers to seek qualified third-party real estate services providers to help determine long-term workplace strategy, reduce costs and maximize productivity. Institutional Investors Owning a Greater Proportion of Global Real Estate.
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We have built a scalable platform that we believe is well positioned to support our growth strategy by focusing on providing effective problem solving through quality advice and execution, continuing to operate with rigor, investing in advanced technologies and innovative practices, and recruiting, developing and retaining top talent.
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In addition, we are focused on management development to drive strong operational performance and continuing innovation. Our Growth Strategy We have built an integrated, global services platform that is designed to deliver the best outcomes for clients locally, regionally and globally.
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The change was to the name only and had no impact on the composition of the Company’s service lines or its historical results. Services . Our largest service line based on revenue includes property management, facilities management, facilities services and project and development services.
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Our primary business objective is growing revenue and profitability by leveraging this platform to provide our clients with excellent service. We are focused on executing the following strategies to support our growth objectives: Leverage Breadth of Services to Provide Superior Client Outcomes.
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This has resulted in delays in certain real estate transaction decisions, but we believe it has also led to an increase in available capital ready to be deployed for real estate investments once market conditions become more favorable.
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Our current scale, position and quality of our multidisciplinary service teams create a significant opportunity for growth by delivering an increased number of services to new and existing clients across multiple service lines. Many of our clients realize more value by bundling services, giving them access to our global scale and high-quality advisory solutions.
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Although borrowing costs remain elevated and transaction volumes have not fully stabilized, the commercial real estate industry overall showed signs of improvement in 2024.
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We strive to deliver the full value of our enterprise to each engagement by leveraging information across our platform to drive a seamless approach to client development and service delivery. Additionally, we plan to continue to align our service offerings to capture new demand from industry trends like demographic shifts, hybrid work culture, climate change, technology adoption and more.
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Key drivers of revenue growth for the largest commercial real estate services providers, including us, are expected to include: Increased Complexity in the Built World.
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Operate with Rigor . Beginning with a strategic realignment of the Company in 2020, followed by concentrated cost actions during the market volatility experienced in 2023, we have demonstrated the ability to apply rigorous cost and capital allocation discipline.
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Real estate decisions and operations have become increasingly complex, as owners, investors and occupiers need to consider factors such as environmental concerns, flexible work arrangements, commuting patterns, demographics, supply chain considerations and, recently, a more volatile financing environment. Service providers with broader and more diverse offerings and areas of expertise can better meet customer needs in this evolving landscape.
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We expect to drive margin expansion and a more balanced capital structure over time through operating efficiency, free cash flow generation, the application of proven and value-add technology, economies of scale and disciplined cost management. Recruit and Retain Top Talent and Maintain a High-Performance Culture .
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Our Growth Strategy Our vision is to be recognized as the premier brand in the industry, setting the standard across the built environment by providing effective problem solving through quality advice and execution. We have strengthened our core operations and will continue to operate with discipline, focusing on both organic and inorganic growth.
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We strive to attract, develop and retain the very best people through an inclusive culture, consistent talent management and continual modernization of our people management processes. We believe our employees produce superior client results and position us to win additional business across our platform.
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From 2025 onwards, strategic allocation of capital towards these growth investments will be a priority. By identifying emerging opportunities and making strategic acquisitions, we aim to drive growth in the years ahead.
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Our employees and real estate professionals come from diverse backgrounds, cultures and areas of expertise that create a culture of collaboration and a tradition of excellence. We believe our people are the key to our business and we have instilled an atmosphere of collective success. Deploy Technology to Improve Client Experience Through Data-Driven Insights .
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We believe our key differentiator is our extraordinary talent and their cognitive flexibility, which together form the collective expertise known as the “Cushman & Wakefield Brain.” To support our vision, we plan to invest in advanced technologies and innovative practices. This includes leveraging data analytics to enhance decision-making processes, ensuring our clients will receive the most insightful and forward-thinking solutions.
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We leverage our technology platform, including the integration of artificial intelligence (“AI”) and machine learning technologies, workflow processes and key strategic partnerships to provide value-add data driven insights to our clients. We seek to use AI to empower our brokers, services and research professionals to support client decision-making and other needs with real-time, AI-powered information and automation.
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Furthermore, we aim to foster a culture of continuous improvement and learning, encouraging our team members to pursue professional development and stay ahead of industry trends. Our approach to client relationships will be centered on collaboration and transparency.
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Our scalable systems and processes enable us to efficiently onboard new businesses and employees without the need for significant additional capital investment in new systems. In addition, our investments in technology have helped us attract and retain key employees. 7 Table of Contents Competition We compete across various geographies, markets and service lines within the commercial real estate services industry.
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By building strong partnerships based on trust and mutual respect, we seek to ensure that our clients' needs are met with the highest level of service and professionalism. Competition We compete across various geographies, markets and service lines within the commercial real estate services industry.
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As the parent company, Cushman & Wakefield plc does not conduct any operations other than with respect to its direct and indirect ownership of its subsidiaries, and its business operations are conducted primarily out of its indirect operating subsidiary, DTZ Worldwide Limited, and its subsidiaries. Our corporate headquarters are located at 225 West Wacker Drive, Suite 3000, Chicago, Illinois 60606.
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Although many of our competitors across our larger service lines are smaller local or regional firms, they may have a stronger presence in certain markets.
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Costs related to approximately 42% of our employees are fully reimbursed by clients. 8 Table of Contents Learning and Development We continue to build an inclusive workplace that fosters fair and equitable growth opportunities, focuses on the manager-employee relationship to drive operational performance, and provides our employees with learning and development opportunities to support their ongoing career progression.
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Securities and Exchange Commission (“SEC”) are available and can be accessed free of charge through the Investor Relations section of our website.
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Diversity, Equity and Inclusion We are committed to advancing diversity, equity and inclusion (“DEI”) in our organization and supporting an environment where our employees can be their authentic selves and do their best work. Our DEI mission is to evolve our culture of inclusion and belonging through a nurturing environment of curiosity, continuous learning and growth.
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Culture and Opportunity We are dedicated to attracting, developing and retaining the highest-caliber talent. We are committed to creating an environment where opportunity is accessible to all, and where everyone is valued, respected, and empowered to bring their authentic selves to work and perform at their best.
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We believe that having a diverse and thriving workforce enables new perspectives, inspires creativity and strengthens risk management and problem-solving, all of which lead to superior results for our people, clients, partners and shareholders. Our global DEI strategy is centered around making an impact on our workforce and talent, our workplace and culture, and the marketplace and our service offerings.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor example, it could: • make it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure by us to comply with the obligations under the agreements governing our indebtedness including restrictive covenants, could result in an event of default under such agreements; • require us to dedicate a portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes; • expose us to the risk that if unhedged, or if our hedges are ineffective, interest expense on our variable rate indebtedness will increase; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; • place us at a competitive disadvantage compared to our competitors that are less highly leveraged; • limit our ability to borrow additional amounts for capital expenditures, acquisitions, execution of our business strategy or other purposes; and • cause us to pay higher interest rates if we need to refinance our indebtedness at a time when prevailing market interest rates are unfavorable.
Biggest changeFor example, it could: • require us to dedicate a portion of our cash flow to payments on our indebtedness, thereby reducing cash available to fund working capital, capital expenditures and acquisitions and impeding our ability to fund growth initiatives; • cause us to sell assets or businesses to manage our indebtedness, reducing our future revenue potential; • expose us to the risk that if unhedged, or if our hedges are ineffective, interest expense on our variable rate indebtedness could increase; • limit our flexibility to plan for or react to changes in our business or our industry; • place us at a competitive disadvantage compared to our competitors that are less highly leveraged; • limit our ability to borrow additional amounts for capital expenditures, acquisitions, execution of our business strategy or other purposes; and • cause us to pay higher interest rates if we need to refinance our indebtedness at a time when prevailing market interest rates are unfavorable.
Information technology and communications systems of us and our providers are vulnerable to damage or disruption from fire, power loss, system malfunctions, telecommunications failure, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events which are beyond our control.
Information technology and communications systems of us and our providers are vulnerable to damage or disruption from system malfunctions, telecommunications failure, power loss, fire, computer viruses, cybersecurity attacks, natural disasters, acts of war or terrorism, employee errors or malfeasance, or other events which are beyond our control.
If we or our employees conduct regulated activities without a required license, or otherwise violate applicable laws and regulations, we could be required to pay fines, return commissions, have a license suspended or revoked, or be subject to other adverse action.
If we or our employees conduct regulated activities without a required license, or otherwise violate applicable laws and regulations, we could be required to pay fines or return commissions, have a license suspended or revoked, or be subject to other adverse action.
Our indebtedness, combined with our other financial obligations and contractual commitments, could have important consequences.
Our indebtedness, combined with our other financial obligations and contractual commitments, could have other important consequences.
In addition, disruptive innovation or new technologies, including AI, could alter the competitive landscape in the future and require us to make timely and effective changes to our services or business model to compete effectively. Furthermore, we are dependent on long-term client relationships and on revenue received for services under various service agreements.
In addition, disruptive innovation or new technologies, including AI, could alter the competitive landscape in the future and require us to make timely and effective changes to our services or business model in order to compete effectively. Furthermore, we are dependent on long-term client relationships and on revenue received for services under various service agreements.
Exposure to additional tax liabilities stemming from our global operations, as well as changes in tax legislation, regulation or rates, could adversely affect our financial results. We operate in many jurisdictions with complex and varied tax regimes and are subject to different forms of taxation resulting in a variable effective tax rate.
Exposure to additional tax liabilities stemming from our global operations, as well as changes in tax legislation or tax rates, could adversely affect our financial results. We operate in many jurisdictions with complex and varied tax regimes and are subject to different forms of taxation resulting in a variable effective tax rate.
Because we employ large numbers of building staff in facilities that we manage, we face the risk of potential claims relating to employment injuries, termination and other employment matters. While we are occasionally indemnified by building owners or occupiers in respect to such claims, this does not represent the majority of filed claims or actions we defend.
Because we employ large numbers of building staff in facilities that we manage, we face the risk of potential claims relating to employment injuries, termination and other employment matters. While we are occasionally indemnified by building owners or occupiers in respect to such claims, this does not represent the majority of claims or actions we defend.
Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our service lines. We are subject to numerous U.S. federal, state, local and non-U.S. laws and regulations specific to our different service lines.
Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations or licensing requirements applicable to our Company or service lines. We are subject to numerous U.S. federal, state, local and non-U.S. laws and regulations specific to our different service lines.
Competitive conditions, particularly in connection with large clients, may require us to compromise on certain contract terms with respect to the payment of fees, the extent of risk transfer, acting as principal rather than agent in connection with supplier relationships, liability limitations and other contractual terms, or in connection with disputes or potential litigation.
Competitive conditions, particularly in connection with large clients, may require us to compromise on certain contract terms relating to the payment of fees, the extent of risk transfer, acting as principal rather than agent in connection with supplier relationships, liability limitations and other contractual terms, or in connection with disputes or potential litigation.
We depend on our business relationships and our reputation for high-caliber professional services to attract and retain clients. As a result, allegations against us, irrespective of the ultimate outcome of those allegations, may harm our professional reputation and, as such, materially damage our business and its prospects, in addition to any financial impact.
We depend on our business relationships and our reputation for high-caliber professional services to attract and retain clients. As a result, allegations against us, irrespective of the validity or ultimate outcome of those allegations, may harm our professional reputation and, as such, materially damage our business and its prospects, in addition to any financial impact.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. 26 Table of Contents Item 1B. Unresolved Staff Comments None.
This choice of forum provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits. 23 Table of Contents Item 1B. Unresolved Staff Comments None.
In addition, under certain circumstances we will be required to satisfy and maintain a specified financial ratio under the 2018 Credit Agreement. See Note 10: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for additional information.
In addition, under certain circumstances we will be required to satisfy and maintain a specified financial ratio under the 2018 Credit Agreement. See Note 11: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for additional information.
Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including the personal conduct of individuals associated with our brand, handling of client complaints, regulatory compliance, the use and protection of client and other sensitive information, and from actions taken by regulators or others in response to any such conduct.
Negative public opinion could result from actual or alleged conduct in any number of activities or circumstances, including the personal conduct of individuals associated with our brand, handling of client complaints, conflicts of interest, regulatory compliance, the use and protection of sensitive information, and from actions taken by regulators or others in response to any such conduct.
We are party to a credit agreement (as amended, the “2018 Credit Agreement”) which governs $2.2 billion in aggregate principal amount of outstanding term loans (the “Term Loans”), a $1.1 billion revolving credit facility (the “Revolver”) under which no funds are currently drawn, and any future indebtedness issued thereunder.
We are party to a credit agreement (as amended from time to time, the “2018 Credit Agreement”) which governs $2.0 billion in aggregate principal amount of outstanding term loans (the “Term Loans”), a $1.1 billion revolving credit facility (the “Revolver”) under which no funds are currently drawn, and any future indebtedness issued thereunder.
Specifically, these restrictions may affect, and in many respects may limit or prohibit, our ability to: • plan for or react to market conditions; • meet capital needs or otherwise carry out our activities or business plans; and • finance ongoing operations, strategic acquisitions, investments or other capital needs or engage in other business activities that would be in our interest, including: ◦ incurring or guaranteeing additional indebtedness; ◦ granting liens on our assets; ◦ undergoing fundamental changes; ◦ making investments; ◦ selling assets; ◦ making acquisitions; ◦ engaging in transactions with affiliates; ◦ amending or modifying certain agreements relating to junior financing and charter documents; ◦ paying dividends or making distributions on or repurchases of share capital; ◦ repurchasing indebtedness; ◦ transferring or selling assets, including the equity interests of subsidiaries; and ◦ issuing subsidiary equity or entering into consolidations and mergers.
Specifically, these restrictions may affect, and in many respects may limit or prohibit, our ability to: • plan for or react to market conditions; • meet capital needs or otherwise carry out our activities or business plans; and • finance ongoing operations, strategic acquisitions, investments or other capital needs or engage in other business activities that would be in our interest, including: ◦ incurring or guaranteeing additional indebtedness; ◦ granting liens on our assets; ◦ undergoing fundamental changes; ◦ making investments; ◦ transferring or selling assets; ◦ making acquisitions; ◦ engaging in transactions with affiliates; ◦ amending or modifying certain agreements relating to junior financing and charter documents; ◦ paying dividends or making distributions on or repurchases of share capital; ◦ repurchasing indebtedness; and ◦ entering into consolidations and mergers.
We compete across a variety of service lines within the commercial real estate services industry, including Property, facilities and project management, Leasing, Capital markets (including representation of both buyers and sellers in real estate sales transactions and the arrangement of financing), Valuation and advisory on real estate appraisals and debt and equity decisions.
We compete for business across a variety of service lines within the commercial real estate services industry, including Services (including property, facilities, and project management), Leasing, Capital markets (including representation of both buyers and sellers in real estate sales transactions and the arrangement of equity, debt and structured financing), Valuation and advisory on real estate appraisals and debt and equity decisions.
Licensing requirements could also impact our ability to engage in certain types of transactions or businesses or affect the cost of conducting business. We are also subject to laws of broader applicability, such as environmental, anti-trust and employment laws and anti-bribery, anti-money laundering and anti-corruption laws.
Licensing requirements could also impact our ability to engage in certain types of transactions or businesses or affect the cost of conducting business. We are also subject to laws of broader applicability, such as environmental, tax, antitrust and employment laws and anti-bribery, anti-money laundering and anti-corruption laws.
If confidential information, including material non-public information or personal information we or our vendors and suppliers maintain, is inappropriately disclosed due to an information security breach, or if any person negligently disregards or intentionally breaches our policies, contractual commitments or other controls with respect to such data, we may incur substantial liabilities to our clients or be subject to fines or penalties imposed by governmental authorities.
If confidential information, including material non-public information or personal information we or our vendors and suppliers maintain, is inappropriately disclosed due to a cybersecurity breach, or if any person negligently disregards or intentionally breaches our policies, contractual commitments or other controls with respect to such data, we may incur substantial liabilities to our clients or be subject to fines or penalties imposed by governmental authorities.
An event that results in the destruction or disruption of any of our data centers or our critical business or information technology systems could severely affect our ability to conduct normal business operations, and, as a result, our future operating results could be materially adversely affected.
An event that results in the destruction or disruption of any data centers or critical technology systems we use could severely affect our ability to conduct normal business operations, and, as a result, our future operating results could be materially adversely affected.
Legal and Regulatory Risks We are subject to various litigation risks and may face financial liabilities and/or damage to our reputation as a result of litigation. We are exposed to various litigation risks and from time to time are party to various legal proceedings that involve claims for substantial amounts of money.
Legal and Regulatory Risks We are subject to various litigation and regulatory risks and may face financial liabilities and/or damage to our reputation as a result of litigation. We are exposed to various litigation risks and from time to time are party to various legal proceedings that involve claims for substantial amounts of money or seek injunctive relief.
In addition, any breach or alleged breach of our confidentiality agreements with our clients may result in termination of their engagements, resulting in associated loss of revenue and increased costs. 16 Table of Contents Infrastructure disruptions may impede our ability to manage real estate for clients.
In addition, any breach or alleged breach of our confidentiality agreements with our clients may result in termination of their engagements, resulting in associated loss of revenue and increased costs. Infrastructure disruptions may impede our ability to manage real estate for clients.
Events like fires, earthquakes, tornadoes, hurricanes, floods, other natural disasters, global health crises (including new or resurging pandemics), building defects, terrorist attacks or mass shootings could result in significant damage to property and infrastructure as well as personal injury or loss of life, which could disrupt our ability to effectively manage client properties.
Events like fires, earthquakes, tornadoes, hurricanes, floods, other natural disasters, global health crises, building defects, terrorist attacks or mass shootings could result in significant damage to property and infrastructure as well as personal injury or loss of life, which could disrupt our ability to effectively manage client properties.
Under the Takeover Code, the Takeover Panel will determine whether we have our place of central management and control in the United Kingdom by looking at various factors, including the structure of our Board, the functions of the directors and where they are resident.
Under the Takeover Code, the Takeover Panel will determine whether our place of central management and control is in the United Kingdom by looking at various factors, including the structure of our Board, the functions of the directors and where they are resident.
The lenders under the 2018 Credit Agreement also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, an event of default under the 2018 Credit Agreement or the indentures governing the Senior Secured Notes could trigger a cross-default or cross-acceleration under our other material debt instruments and credit agreements, if any.
The lenders under the 2018 Credit Agreement also have the right in these circumstances to terminate any commitments they have to provide further borrowings. In addition, an event of default under the 2018 Credit Agreement or the Senior Note Indentures could trigger a cross-default or cross-acceleration under our other material debt instruments and credit agreements, if any.
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, restrictions imposed by applicable law or the SEC and other factors that our Board may deem relevant.
Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions, restrictions imposed by applicable law and other factors that our Board may deem relevant at such time.
U.S. investors may have difficulty enforcing civil liabilities against our company or our directors or officers. We are incorporated under the laws of England and Wales. The United States and the United Kingdom do not currently have a treaty providing for the recognition and enforcement of judgments in certain civil and commercial matters.
U.S. investors may have difficulty enforcing civil liabilities against our company or our directors or officers. Our parent company is incorporated under the laws of England and Wales. The United States and the United Kingdom do not currently have a treaty providing for the recognition and enforcement of judgments in certain civil and commercial matters.
Cybersecurity attacks, including attacks that are not ultimately successful, could lead to disruptions in our critical systems, an inability to provide services to our clients, unauthorized release of confidential information, remediation costs, fines, litigation or regulatory action against us and significant damage to our reputation.
Cybersecurity attacks, including attacks that are not ultimately successful, could lead to disruptions in our critical systems, an inability to provide services to our clients resulting in potential revenue loss, unauthorized release of confidential information, remediation costs, fines, litigation or regulatory action against us and significant damage to our reputation.
Our ability to comply with the financial ratio and the other terms of the 2018 Credit Agreement and the indentures governing the Senior Secured Notes can be affected by events beyond our control, including prevailing economic, financial market and industry conditions, and we cannot give assurance that we will be able to comply when required.
Our ability to comply with the financial ratio and the other terms of the 2018 Credit Agreement and the Senior Note Indentures can be affected by events beyond our control, including prevailing economic, financial market and industry conditions, and we cannot give assurance that we will be able to comply when required.
Moreover, the steps we take to protect our brand may not adequately protect our rights or prevent third parties from infringing or misappropriating our trademarks. Any 14 Table of Contents unauthorized use by third parties of our brand may adversely affect our business.
Moreover, the steps we take to protect our brand may not adequately protect our rights or prevent third parties from infringing or misappropriating our trademarks. Any unauthorized use by third parties of our brand may adversely affect our business.
Any of these events could cause system interruption, delays or loss, corruption or exposure of critical data and may also disrupt our ability to provide services to or interact with our clients or other business partners. Furthermore, any such event could result in substantial recovery and remediation costs and liability to clients or other third parties.
Any of these events could cause system interruption, delays or loss, corruption or exposure of critical data and may also disrupt our ability to provide services to our clients. Furthermore, any such event could result in substantial recovery and remediation costs and liability to clients or other third parties.
These terms could have an adverse effect on our business by limiting our ability to take advantage of financing, mergers and acquisitions, capital expenditures or other opportunities. We continue to monitor our projected compliance with the terms of the 2018 Credit Agreement, and the indentures governing the Senior Secured Notes.
These terms could have an adverse effect on our business by limiting our ability to take advantage of financing, mergers and acquisitions, capital expenditures or other opportunities. We continue to monitor our projected compliance with the terms of the 2018 Credit Agreement and the Senior Note Indentures.
Having an increasingly concentrated base of large corporate clients can lead to greater or more concentrated risks if, among other possibilities, any such client (1) experiences its own financial problems or becomes insolvent, which can lead to our failure to be paid for services we have previously provided; (2) decides to reduce its operations or its real estate facilities; (3) makes a change in its real estate strategy, such as no longer outsourcing its real estate operations; (4) decides to change its providers of real estate services; or (5) merges with another corporation or otherwise undergoes a change of control.
Having an increasingly concentrated base of large corporate clients can lead to greater or more concentrated risks if, among other possibilities, any such client (1) experiences its own financial problems or becomes insolvent, which can lead to our failure to be paid for services we have provided; (2) reduces its operations or its real estate facilities; (3) changes its real estate strategy, such as no longer outsourcing its real estate operations; (4) changes its providers of real estate services; or (5) merges with another corporation or otherwise undergoes a change of control.
The physical effects of climate change, such as extreme weather conditions and natural disasters occurring more frequently or with more intense effects, could have a material adverse effect on our operations and business.
The physical effects of climate change, such as extreme weather conditions and natural disasters occurring more frequently, could have a material adverse effect on our operations and business.
If we do not continue to develop and maintain effective strategies, solutions and technologies to help clients meet stricter environmental regulations or their own sustainability goals, we may not be able to compete effectively for certain business opportunities in the future or our reputation could suffer.
If we do not continue to develop and maintain effective strategies, solutions and technologies to help clients meet stricter environmental regulations or their own sustainability goals, we may not be able to compete effectively for certain business opportunities in the future.
Borrowings under the 2018 Credit Agreement and the Senior Secured Notes are jointly and severally guaranteed by substantially all of our material subsidiaries organized in the United States and certain of our subsidiaries organized in the United Kingdom that directly or indirectly own material U.S. operations, subject to certain exceptions.
Borrowings under the 2018 Credit Agreement and the Senior Note Indentures are jointly and severally guaranteed by substantially all of our material subsidiaries organized in the United States and certain of our subsidiaries organized in the United Kingdom that directly or indirectly own material U.S. operations, subject to certain exceptions.
For example, our articles of association include provisions that: • create a classified Board whose members serve staggered three-year terms (but remain subject to removal as provided in our articles of association); • establish an advance notice procedure for shareholder approvals to be brought before an annual meeting of our shareholders, including proposed nominations of persons for election to our Board; • provide our Board the ability to grant rights to subscribe for our ordinary shares and/or depositary interests representing our ordinary shares without shareholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the share ownership of a potential hostile acquirer; • provide certain mandatory offer provisions, including, among other provisions, that a shareholder, together with persons acting in concert, that acquires 30 percent or more of our issued shares without making an offer to all of our other shareholders that is in cash or accompanied by a cash alternative would be at risk of certain sanctions from our Board unless they acted with the consent of our Board or the prior approval of the shareholders; and • provide that vacancies on our Board may be filled by a vote of the directors or by an ordinary resolution of the shareholders, including where the number of directors is reduced below the minimum number fixed in accordance with the articles of association.
For example, our articles of association include provisions that: • create a classified Board whose members serve staggered three-year terms (but remain subject to removal as provided in our articles of association); • establish an advance notice procedure for shareholder approvals to be brought before an annual meeting of our shareholders, including proposed nominations of persons for election to our Board; • allow our Board to grant rights to subscribe for our ordinary shares and/or depositary interests representing our ordinary shares without shareholder approval, which could be used to, among other things, institute a rights plan that could significantly dilute the share ownership of a potential hostile acquirer; • provide certain mandatory offer provisions, including, among others, that a shareholder or group that acquires 30 percent or more of our issued shares without making a cash offer to all of our other shareholders would be at risk of certain sanctions from our Board unless they acted with the consent of our Board or the prior approval of the shareholders; and • provide that vacancies on our Board may be filled by a vote of the directors or by an ordinary resolution of the shareholders, including where the number of directors is reduced below the minimum number fixed in accordance with the articles of association.
We may incur additional indebtedness (e.g., drawing on the Revolver) from time to time to finance strategic acquisitions, investments or joint ventures or for other purposes, subject to the restrictions contained in the agreements governing our indebtedness.
We may incur additional indebtedness (e.g., drawing on the Revolver) from time to time to fund our working capital requirements or to finance strategic acquisitions, investments or joint ventures or for other strategic purposes, subject to the restrictions contained in the agreements governing our indebtedness.
Although the 2018 Credit Agreement and the indentures governing the Senior Secured Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
Although the 2018 Credit Agreement and the Senior Note Indentures contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these restrictions could be substantial.
Additional circumstances and developments related to international operations that could negatively affect our business, financial condition or results of operations include the following factors, among others: • political instability in certain countries, including continued or worsening hostilities in certain regions; • difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures; • currency restrictions, transfer pricing regulations and adverse tax consequences, which may affect our ability to transfer capital and profits; • adverse changes in regulatory or tax requirements and regimes or uncertainty about the application of or the future of such regulatory or tax requirements and regimes; • the responsibility of complying with numerous, potentially conflicting and frequently complex and changing laws in multiple jurisdictions, e.g., with respect to data protection, privacy regulations, corrupt practices, embargoes, trade sanctions, employment and licensing; • the impact of regional or country-specific business cycles and economic instability; • greater difficulty in collecting accounts receivable or delays in client payments in some geographic regions; • foreign ownership restrictions with respect to operations in certain countries, particularly in Asia Pacific and the Middle East, or the risk that such restrictions will be adopted in the future; • operational, cultural and compliance risks of operating in emerging markets; and • changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments as a result of any such changes to laws or policies or due to trends such as populism, economic nationalism and against multinational companies.
Additional circumstances and developments related to international operations that could negatively affect our business, financial condition or results of operations include the following factors, among others: • political instability in certain countries, including continued or worsening hostilities, armed conflicts and civil unrest in certain regions; • difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures; • currency restrictions, transfer pricing regulations and adverse tax consequences, which may affect our ability to transfer capital and profits; • adverse changes in regulatory or tax requirements and regimes or uncertainty about the application of or the future of such regulatory or tax requirements and regimes; • the responsibility of complying with numerous, potentially conflicting and frequently complex and changing laws in multiple jurisdictions, e.g., with respect to data protection, tariffs, immigration, privacy regulations, corrupt practices, embargoes, taxes, sustainability, trade sanctions, employment and licensing; • the impact of regional or country-specific business cycles or economic instability (especially in certain countries that have a significant impact on regional markets, like China); • greater difficulty in collecting accounts receivable or delays in client payments in some regions; • foreign ownership restrictions with respect to operations in certain countries, particularly in Asia Pacific and the Middle East, or the risk that such restrictions will be adopted in the future; • operational, cultural and compliance risks of operating in emerging markets; and • changes in laws or policies governing foreign trade or investment and use of foreign operations or workers, and any negative sentiments due to trends such as populism, economic nationalism or negative sentiments towards multinational companies.
The 2018 Credit Agreement as well as the indentures governing the Senior Secured Notes impose operating and other restrictions on us and many of our subsidiaries.
The 2018 Credit Agreement as well as the indentures governing the Senior Secured Notes (the “Senior Note Indentures”) impose operating and other restrictions on us and many of our subsidiaries.
Any future growth through acquisitions will depend in part upon the continued availability of suitable acquisition targets at favorable prices and upon advantageous terms and conditions, which may not be available to us, as well as sufficient funds from our cash on hand, cash flow from operations, or external financing, which may not be available to us on favorable terms or at all.
Any future growth through acquisitions will depend in part upon the continued availability of suitable acquisition targets at favorable prices and on favorable terms, as well as sufficient funds from our cash on hand, cash flow from operations, or equity or debt financing, any of which may not be available to us.
City Code on Takeovers and Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders. The U.K.
City Code on Takeovers and Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would benefit our shareholders. The U.K.
City Code on Takeovers and Mergers (“Takeover Code”) applies, among other things, to an offer for a public company whose registered office is in the United Kingdom and whose securities are not admitted to trading on a regulated market in the United Kingdom if the company is considered by the Panel on Takeovers and Mergers (“Takeover Panel”) to have its place of central management and control in the United Kingdom.
City Code on Takeovers and Mergers (“Takeover Code”) applies to an offer for a public company whose registered office is in the United Kingdom and whose securities are not admitted to trading on a regulated market in the United Kingdom, as long as the company is considered by the Panel on Takeovers and Mergers (“Takeover Panel”) to have its place of central management and control in the United Kingdom.
Any such third parties are also vulnerable to security breaches and compromised security systems, for which we may not be indemnified, and which could materially adversely affect us and our reputation. Failure to comply with current and future data privacy regulation and other confidentiality obligations could damage our reputation and materially harm our operating results.
Any such third parties are also vulnerable to security breaches and compromised security systems, for which we may not be indemnified, and which could materially adversely affect our operations, reputation or financial condition. Failure to comply with current and future cybersecurity and data privacy regulation and other confidentiality obligations could damage our reputation and materially harm our operating results.
This is known as the 25 Table of Contents “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities.
This is known as the “residency test.” The test for central management and control under the Takeover Code is different from that used by the U.K. tax authorities.
Any such claims or litigation, whether successful or unsuccessful, could require us to enter into settlement agreements with such third parties (which may not be on terms favorable to us), to stop or revise our use or sale of affected systems, products or services, or to pay damages, which could materially negatively affect our business.
Any such claims or litigation, whether successful or unsuccessful, could require us to enter into settlement agreements with such third parties to stop or revise our use or sale of affected systems, products or services, or to pay damages, which could materially negatively affect our business.
We also could be subject to audits and/or fines from various local real estate authorities if they determine that we are violating licensing laws by failing to follow certain laws, rules and regulations. In our Property, facilities and project management service line, we hire and supervise third-party contractors to provide services for our managed properties.
We also could be subject to audits and/or fines from various local real estate authorities if they determine that we are violating licensing laws by failing to follow certain laws, rules and regulations. In our Services businesses, we hire and supervise third-party contractors to provide many services for our managed properties.
Further, the ability to pay dividends may be limited by covenants set forth in the agreements governing the existing or future indebtedness of us or our subsidiaries, including the 2018 Credit Agreement (as defined below) and the indentures governing the Senior Secured Notes (as defined below).
Further, the ability to pay dividends may be limited by covenants set forth in the agreements governing the existing or future indebtedness of us or our subsidiaries, including the 2018 Credit Agreement and the Senior Note Indentures.
Cybersecurity attacks are becoming more sophisticated and include malicious software, ransomware, phishing and spear phishing attacks, wire fraud and payment diversion, account and email takeover attacks, attempts to gain unauthorized access to data and other electronic security breaches. We have experienced cybersecurity attacks in the past and we expect additional attacks in the future.
Cybersecurity attacks are becoming more sophisticated and include malicious software (malware), ransomware, phishing and spear phishing attacks, wire fraud and payment diversion, account and email takeover attacks, attempts to gain unauthorized access to data, and other forms of cybercrime. We have experienced cybersecurity attacks in the past and we expect additional attacks in the future.
In addition, these third parties face their own technology, operating and economic risks, and any significant failures by them, including the improper use or disclosure of confidential information, could cause damage to our reputation and harm to our business. We face risks related to climate change, including physical and transition risks, and to the achievement of our sustainability goals.
In addition, these third parties face their own technology, operating and economic risks, and any significant failures by them, including the improper use or disclosure of confidential information, could cause damage to our reputation and harm to our business. We face risks related to climate change, including physical and transition risks, and with respect to other environmental conditions.
Also, business decisions or other actions or omissions of our joint venture and strategic partners, alliance and affiliate firms or their management may adversely affect the value of our investments, result in litigation or regulatory action against us and otherwise damage our reputation and brand.
Also, actions of our joint venture and strategic partners or our alliance and affiliate firms may adversely affect the value of our investments, result in litigation or regulatory action against us, or otherwise damage our reputation and brand.
Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could materially and adversely affect our revenues and profitability. The protection of our brand, including related trademarks and other intellectual property, may require the expenditure of significant financial and operational resources.
Although we monitor developments for areas of potential risk, negative perceptions or publicity could materially and adversely affect our results of operations and financial condition. The protection of our brand, including related trademarks and other intellectual property, may require the expenditure of significant financial and operational resources.
Risks Related to Our Business and Operations Our business is significantly impacted by general macroeconomic conditions and global and regional demand for commercial real estate and, accordingly, our business, results of operations and financial condition could be materially adversely affected by further market deterioration or a protracted extension of current macroeconomic challenges.
Risks Related to Our Business and Industry Our business is significantly impacted by general macroeconomic conditions and global and regional demand for commercial real estate and, accordingly, our business, results of operations and financial condition could be materially adversely affected by market conditions or macroeconomic challenges.
Some of our service lines are also subject to regulation and oversight by the SEC, FINRA, the UK FCA or other foreign and state regulators or self-regulatory organizations.
The Company and certain of our subsidiaries and service lines are subject to regulation and oversight by the SEC, FINRA, the UK FCA or other foreign and state regulators or self-regulatory organizations.
A disruption of our ability to access such software, including an inability to renew such licenses on the same or similar terms or to provide data to our professionals, clients or vendors, could adversely affect our operating results. A material breach in security relating to our information systems could adversely affect us.
A disruption in our ability to access such software and data, including an inability to renew such licenses on the same or similar terms or to provide data to our professionals, clients or vendors, could adversely affect our results of operations and financial condition. A security breach or other threat relating to our information systems could adversely affect us.
A breach of the restrictive covenants in the 2018 Credit Agreement or the indentures governing the Senior Secured Notes could result in an event of default.
A breach of the restrictive covenants in the 2018 Credit Agreement or the Senior Note Indentures could result in an event of default.
Certain provisions in our articles of association and prohibitions under the U.K. Companies Act may have the effect of delaying or preventing a change in control of us or changes in our management.
Certain provisions in our articles of association and prohibitions under the U.K. Companies Act may have anti-takeover effects that could prevent a change in control. Certain provisions in our articles of association and prohibitions under the U.K. Companies Act may have the effect of delaying or preventing a change in control of us or changes in our management.
City Code on Takeovers and Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our shareholders.” Provisions in the U.K.
City Code on Takeovers and 22 Table of Contents Mergers may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would benefit our shareholders.” Provisions in the U.K.
Further, changes in laws or regulations related to environmental protection or climate change across the globe, including current and future emissions reporting requirements, could increase our compliance costs or the risk that we are subject to litigation or government enforcement actions.
Further, changes in environmental laws or regulations across the globe, including emissions reporting requirements, could increase our compliance costs or the risk that we are subject to litigation or government enforcement actions.
The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, and those of our third-party providers, our information technology and infrastructure may be vulnerable to attacks by third parties or breached due to employee error, mistake or malfeasance or other disruptions.
The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by various threat actors or breached due to employee error, mistake or malfeasance or other disruptions.
Moreover, our clients may seek to hold us accountable for the actions of contractors because of our role as property manager, facilities manager or project manager, even if we have technically disclaimed liability as a contractual matter, in which case we may be pressured to participate in a financial settlement for purposes of preserving the client relationship.
Moreover, our clients may seek to hold us accountable for the actions of contractors because of our role as property manager, facilities manager or project manager, even if we have technically disclaimed liability as a contractual matter. In certain cases, we may be pressured to contribute to a financial settlement in order to preserve the client relationship.
However, if at the time of a takeover offer, the Takeover Panel determines that we have our place of central management and control in the United Kingdom, we would be subject to a number of rules and restrictions, including but not limited to the following: (1) our ability to enter into deal protection arrangements with a bidder would be extremely limited; (2) we might not, without the approval of our shareholders, be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or carrying out acquisitions or disposals; and (3) we would be obliged to provide equality of information to all bona fide competing bidders.
However, if, at the time of a takeover offer, the Takeover Panel determines that our place of central management and control is in the United Kingdom, we would be subject to several rules and restrictions, including but not limited to: (1) we would have extremely limited ability to enter into deal protection arrangements with a bidder; (2) we might not be able to perform certain actions that could have the effect of frustrating an offer, such as issuing shares or making acquisitions or disposals; and (3) we would be required to provide equal information to all legitimate competing bidders.
We are further subject to competition from large national and multinational firms that have similar service competencies to ours, and it is possible that further industry consolidation could lead to much larger and more formidable competitors globally or in the particular geographies, property types or service lines that we serve.
We are further subject to competition from large national and multinational firms that have similar service competencies to ours, and it is possible that further industry consolidation could lead to much larger and more formidable competitors globally or in a particular geography or service line.
Competition is significant for the services of revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay such incentives and bonuses may decrease, and we may therefore be unable to attract or retain such personnel to the same extent that we have in the past.
There is significant competition when it comes to recruiting and retaining revenue-producing personnel, and the expense of such incentives and bonuses may increase, or our willingness to pay them may decrease, and we may therefore be unable to attract or retain such personnel to the same extent that we have in the past.
A significant component of our growth over time has been generated by acquisitions.
Historically, a significant component of our growth has been generated by acquisitions.
Clients may continue to delay real estate transaction decisions until property values and economic conditions stabilize, which could continue to reduce the commissions and fees we earn for brokering those transactions.
Clients may continue to delay real estate transaction decisions until property values and economic conditions further stabilize, or the economic recovery may progress more slowly than we expect, which could continue to reduce the commissions and fees we earn for brokering those transactions.
The timing and amount of any share repurchases will be determined at the sole discretion of our Board and management team based upon many different factors, and we have no obligation to repurchase any amount of our ordinary shares as a result of receiving the authority from our shareholders to do so.
The timing and amount of any share repurchases will be determined at the sole discretion of our Board and management team based upon many different factors, and we have no obligation to repurchase any amount of our ordinary shares.
Any of these events could materially negatively impact our business, financial condition, results of operations and prospects. 24 Table of Contents The rights of our shareholders differ in certain respects from the rights typically offered to shareholders of a U.S. corporation organized in Delaware. We are incorporated under the laws of England and Wales.
Any of these events could materially negatively impact our business, financial condition, results of operations and prospects. The rights of our shareholders differ in certain respects from the rights typically offered to shareholders of a U.S. corporation organized in Delaware.
In addition, we leverage technology and service providers to help us screen vendors, with the aim of gaining a deeper understanding of the compliance, data privacy, health and safety, environmental and other risks posed to our business by potential and existing vendors, as applicable.
Our contracts with these third parties typically impose a contractual obligation to comply with our policies. In addition, we leverage technology and service providers to help us screen vendors, with the aim of gaining a deeper understanding of the compliance, data privacy, health and safety and other risks posed to our business by potential and existing vendors, as applicable.
As a result, in the absence of us returning capital 23 Table of Contents to our shareholders through a cash dividend or otherwise, you may not receive any return on an investment in our ordinary shares unless you sell our ordinary shares for a price greater than that which you paid for it.
As a result, in the absence of us returning capital to our shareholders through a cash dividend or otherwise, you may not receive any return on your investment in our ordinary shares unless you sell our ordinary shares for a price greater than what you initially paid for them.
At our 2023 annual general meeting of shareholders, we obtained authority from our shareholders to allot additional shares for a period of five years from May 11, 2023. This authorization will need to be renewed at least upon expiration but may be sought sooner for an additional five-year term or any shorter period. Subject to certain limited exceptions, the U.K.
At our 2023 annual general meeting of shareholders, we obtained authority from our shareholders to allot additional shares for a period of five years from May 11, 2023. This authorization must be renewed when it expires, or earlier, for an additional five-year term or any shorter period. Subject to certain limited exceptions, the U.K.
This authorization will need to be renewed at least upon expiration but may be sought sooner for an additional five-year term or any shorter period. Subject to certain limited exceptions, the U.K. Companies Act generally prohibits a public limited company from repurchasing its own shares without the prior approval of its shareholders by ordinary resolution.
This authorization must be renewed when it expires, or earlier, for an additional five-year term or any shorter period. Subject to certain limited exceptions, the U.K. Companies Act generally prohibits a public limited company from repurchasing its own shares without the prior approval of its shareholders by ordinary resolution.
Risks Related to Our Industry We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and further industry consolidation, fragmentation or innovation could lead to significant future competition.
We have numerous local, regional and global competitors across all of our service lines and the geographies that we serve, and further industry consolidation, fragmentation or innovation could lead to significant future competition. The ability to attract new clients and retain current clients is key to our business.
We have business continuity and disaster recovery plans and backup systems in place to reduce the potentially adverse effect of such events, but our disaster recovery planning may not be sufficient and cannot account for all eventualities.
We have business continuity plans and backup systems in place, but such disaster recovery planning may not be sufficient and cannot account for all eventualities.
Under our current capital allocation strategy, we currently intend to retain future earnings, if any, for future operation, expansion, debt repayment and potential share repurchases, and we do not currently intend to pay any cash dividends for the foreseeable future. The declaration and payment of any dividends by us would be subject to the relevant provisions of the U.K.
Under our current capital allocation strategy, we currently intend to retain future earnings, if any, for future operation, expansion, debt repayment and potential share repurchases, and we do not currently intend to pay any cash dividends for the foreseeable future.
Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and leverage the value of our brand.
Our brand and reputation are key assets of our company and will be affected by how we are perceived in the marketplace. Our brand and its attributes are key assets, and we believe our continued success depends on our ability to preserve, grow and leverage the value of our brand.
If we are unable to successfully adopt and implement new technology solutions in a timely manner, it could materially and adversely impact our business operations, financial performance, customer engagement as well as our ability to remain competitive in the market.
If we are unable to successfully adopt and implement new technology solutions in a timely manner, it could materially and adversely impact our business operations, financial performance and our ability to remain competitive in the market. Additionally, as technology and market demands shift, there is also a risk our employees’ skills may become outdated.
To the extent these events occur in regions where we operate, we, our vendors or our clients could experience prolonged infrastructure or service disruptions which could disrupt our or their ability to conduct business. These conditions could also result in increases in our operating costs and in the costs of managing properties for clients over time.
To the extent these events occur in regions where we operate, we, our vendors or our clients could experience prolonged infrastructure or service disruptions which could disrupt our or their ability to conduct business.
We conduct a significant portion of our business and employ a substantial number of people outside of the United States and, as a result, we are subject to risks associated with doing business globally. Our international operations expose us to international economic trends as well as foreign government policy measures.
Our operations are subject to social, geopolitical and economic risks in different countries. We conduct a significant portion of our business and employ a substantial number of people outside of the United States and, as a result, we are subject to risks associated with doing business globally.
Our ability to pay interest and required principal payments on our indebtedness principally depends upon cash flows generated by our operating performance. As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to make these payments and reduce the level of our indebtedness over time.
As a result, prevailing economic conditions and financial, business and other factors, many of which are beyond our control, may affect our ability to make these payments and reduce our level of indebtedness over time.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+0 added−2 removed14 unchanged
Biggest changeSee “Risks Related to Our Business and Operations— A material breach in security relating to our information systems could adversely affect us. ” within Item 1A, “Risk Factors” in this Annual Report.
Biggest changeSee “Risks Related to Our Business and Industry— A security breach or other threat relating to our information systems could adversely affect us. ” within Item 1A, “Risk Factors” in this Annual Report. 24 Table of Contents Governance Our Chief Information Security Officer (“CISO”) oversees a global information security team which is responsible for protecting the information and operations of us and our clients.
Through our cybersecurity risk management program, we have established operational processes to address issues including monitoring and patching of vulnerabilities, regularly updating of our information systems, and evaluating new countermeasures made to defend against an evolving landscape of threats. This process is overseen by the Audit Committee of our Board.
Through our cybersecurity risk management program, we have established operational processes to address issues including monitoring and patching of vulnerabilities, regularly updating our information systems, and evaluating new countermeasures made to defend against an evolving landscape of threats. This process is overseen by the Audit Committee of our Board.
Our CISO and our information security team provide more in-depth reporting on cybersecurity risks to the Audit Committee at least annually based on our established enterprise risk categories. These briefings include assessments of the threat landscape, updates on incidents, results of client security audits, and reports on our investments in cybersecurity risk mitigation.
Our CISO and our information security team provide in-depth reporting on cybersecurity risks to the Audit Committee at least annually based on our established enterprise risk categories. These briefings include assessments of the threat landscape, updates on incidents, results of client security audits, and reports on our investments in cybersecurity risk mitigation.
We provide feedback and guidance to certain vendors as needed in an effort to enhance their security posture, including when new risks or threats are identified. Additionally, we perform periodic reassessments of applicable vendors to ensure our information security control requirements continue to be met. At Cushman & Wakefield, we believe cybersecurity awareness is important in helping prevent cyber threats.
We provide feedback and guidance to certain vendors as needed in an effort to enhance their security posture, including when new risks or threats are identified. Additionally, we perform periodic reassessments of applicable vendors to ensure our information security control requirements continue to be met. We believe cybersecurity awareness is important in helping prevent cyber threats.
Our current CISO has over 23 years of experience and leadership in the cybersecurity industry, holds a master’s degree in Information 27 Table of Contents Security and Assurance, and has received numerous industry certifications, including ISO-27000 Specialist, EC-Council Disaster Recovery Professional and an ISACA certification in Risk and Information Systems Control, among others.
Our current CISO has over 24 years of experience and leadership in the cybersecurity industry, holds a master’s degree in Information Security and Assurance, and has received numerous industry certifications, including ISO-27000 Specialist, EC-Council Disaster Recovery Professional and an ISACA certification in Risk and Information Systems Control, among others.
Our Board has delegated oversight of risks related to cybersecurity to the Audit Committee. The Audit Committee is charged with reviewing our overall guidelines, policies, processes and procedures with respect to risk assessment and risk management, including risks related to cybersecurity.
Our Board has delegated oversight of risks related to cybersecurity to the Audit Committee. The Audit Committee is charged with evaluating the Company’s overall guidelines, policies, processes and procedures with respect to information security and cybersecurity risks.
Executives also frequently attend meetings of our Audit Committee and our Board and are therefore able to hear the cybersecurity updates presented at those meetings. Our information security team also participates in periodic global and regional Risk Assurance Committees to further strengthen our cybersecurity risk management activities across the Company.
Executives also frequently attend meetings of our Audit Committee and our Board and are therefore able to hear the cybersecurity updates presented at those meetings.
Removed
Governance At Cushman & Wakefield, our Chief Information Security Officer (“CISO”) oversees a global information security team which is responsible for protecting the information and operations of us and our clients.
Removed
At these meetings, the information security team presents to members of Company leadership, including members of our internal audit team and regional and service line chief financial officers, on the current cybersecurity risk environment, including any newly identified areas of risk and updates on responses to existing risks.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−2 removed0 unchanged
Biggest changeThe rent payable under our office leases varies significantly from location to location as a result of differences in prevailing commercial real estate rates in different geographic locations. Our management believes that no single office lease is material to our business, results of operations or financial condition.
Biggest changeOur strategy is to lease rather than own offices. Our leases have terms varying in duration and the rent payable under our office leases varies significantly from location to location as a result of differences in prevailing commercial real estate rates in different geographic locations.
Item 2. Properties Our principal executive offices are located at 125 Old Broad Street, London, United Kingdom, EC2N 1AR, and our telephone number is +44 20 3296 3000. We operate from nearly 400 company and affiliated offices in approximately 60 countries. We operate 214 offices in the Americas, 117 offices in EMEA and 67 offices in APAC.
Item 2. Properties Our principal executive offices are located at 125 Old Broad Street, London, United Kingdom, EC2N 1AR, and our telephone number is +44 20 3296 3000. We operate from nearly 400 company and affiliated offices in approximately 60 countries. We operate 208 offices in the Americas, 109 offices in EMEA and 66 offices in APAC.
Removed
Our strategy is to lease rather than own offices. The most significant terms of the leasing arrangements for our offices are the term of the lease and the rent. Our leases have terms varying in duration.
Added
Our management believes that no single office lease is material to our business, results of operations or financial condition.
Removed
In addition, we believe there is adequate alternative office space available at acceptable rental rates to meet our needs, although adverse movements in rental rates in some markets could negatively affect our profits in those markets when we enter into new leases.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed3 unchanged
Biggest changeWe establish reserves in accordance with the Financial Accounting Standards Board (“FASB”) guidance on accounting for contingencies should a liability arise that is both probable and reasonably estimable. We adjust these reserves as needed to respond to subsequent changes in events. Refer to Note 16: Commitments and Contingencies of the Notes to the Consolidated Financial Statements. Item 4.
Biggest changeWe establish reserves in accordance with the Financial Accounting Standards Board (“FASB”) guidance on accounting for contingencies should a liability arise that is both probable and reasonably estimable. We adjust these reserves as needed to respond to subsequent changes in events. Refer to Note 17: Commitments and Contingencies of the Notes to the Consolidated Financial Statements. Item 4.
Mine Safety Disclosures Not applicable. 28 Table of Contents PART II
Mine Safety Disclosures Not applicable. 25 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed5 unchanged
Biggest changeOur share price performance shown in the following graph is not necessarily indicative of future share price performance. 29 Table of Contents 12/18 12/19 12/20 12/21 12/22 12/23 CWK $ 100.00 $ 141.26 $ 102.49 $ 153.70 $ 86.11 $ 74.64 S&P 500 100.00 128.88 149.83 190.12 153.16 190.27 Peer Group 100.00 141.36 135.44 237.52 148.13 184.27 (1) $100 invested on December 31, 2018 in stock or index-including reinvestment of dividends.
Biggest changeOur share price performance shown in the following graph is not necessarily indicative of future share price performance. 26 Table of Contents 12/19 12/20 12/21 12/22 12/23 12/24 CWK $ 100.00 $ 72.55 $ 108.81 $ 60.96 $ 52.84 $ 63.99 S&P 500 100.00 116.26 147.52 118.84 147.64 182.05 Peer Group 100.00 94.10 166.83 102.92 128.35 163.16 (1) $100 invested on December 31, 2019 in stock or index-including reinvestment of dividends.
The graph below assumes $100 was invested in our ordinary shares, the S&P 500 and the industry peer group on December 31, 2018, assuming that all dividends were reinvested.
The graph below assumes $100 was invested in our ordinary shares, the S&P 500 and the industry peer group on December 31, 2019, assuming that all dividends were reinvested.
Our industry peer group is comprised of three global commercial real estate services companies publicly traded in the United States, representing our current primary competitors: Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), and Colliers International Group Inc. (NASDAQ: CIGI).
Our industry peer group is comprised of four global commercial real estate services companies publicly traded in the United States, representing our current primary competitors: Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), Colliers International Group Inc. (NASDAQ: CIGI) and Newmark Group Inc. (NASDAQ: NMRK).
(2) Copyright © 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.
(2) Copyright © 2025 Standard & Poor’s, a division of S&P Global. All rights reserved.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price Information Our ordinary shares have been listed for trading on the NYSE under the symbol “CWK” since August 2, 2018. The number of record holders of the Company’s ordinary shares as of February 15, 2024 was 2.
Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Stock Price Information Our ordinary shares have been listed for trading on the New York Stock Exchange under the symbol “CWK” since August 2, 2018. The number of record holders of the Company’s ordinary shares as of February 14, 2025 was 2.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

93 edited+47 added−32 removed31 unchanged
Biggest changeBelow is a summary of Total costs and expenses (in millions): Year Ended December 31, 2023 2022 Americas Fee-based operating expenses $ 4,237.5 $ 4,650.3 EMEA Fee-based operating expenses 779.3 827.6 APAC Fee-based operating expenses 1,008.9 962.5 Cost of gross contract reimbursables 2,962.3 2,857.6 Segment operating expenses: 8,988.0 9,298.0 Depreciation and amortization 145.6 146.9 Integration and other costs related to merger 11.2 14.0 Pre-IPO stock-based compensation — 3.1 Acquisition related costs and efficiency initiatives 14.2 93.8 Cost savings initiatives 55.6 — CEO transition costs 8.3 — Servicing liability fees and amortization 11.7 7.9 Legal and compliance matters 23.0 — Other, including foreign currency movements (1) 30.5 6.9 Total costs and expenses $ 9,288.1 $ 9,570.6 (1) For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects, a one-time impairment of certain customer relationship intangible assets and the effects of movements in foreign currency.
Biggest changeReconciliation of Total costs and expenses to Segment operating expenses and Fee-based operating expenses (in millions): Year Ended December 31, 2024 2023 Total costs and expenses $ 9,107.6 $ 9,288.1 Depreciation and amortization (122.2) (145.6) Loss on dispositions (18.4) (1.8) Integration and other costs related to merger (4.9) (11.2) Acquisition related costs and efficiency initiatives — (14.2) Cost savings initiatives (28.9) (55.6) CEO transition costs (1.9) (8.3) Servicing liability fees and amortization 1.7 (11.7) Legal and compliance matters — (23.0) Other, including foreign currency movements (1) (23.9) (28.7) Segment operating expenses 8,909.1 8,988.0 Cost of gross contract reimbursables (2,857.3) (2,962.3) Fee-based operating expenses $ 6,051.8 $ 6,025.7 (1) For the year ended December 31, 2024, Other primarily reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust matter (see Note 17: Commitments and Contingencies of the Notes to the Consolidated Financial Statements), non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024, one-time bad debt expense driven by a sublessee default, one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders and the effects of movements in foreign currency.
Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing 6.2 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform.
Led by an experienced executive team and driven by approximately 52,000 employees in nearly 400 offices and approximately 60 countries, we deliver exceptional value for real estate occupiers and owners, managing approximately 6.0 billion square feet of commercial real estate space globally and offering a broad suite of services through our integrated and scalable platform.
As of December 31, 2023, the Company had aggregate capital outstanding under this facility of $100.0 million. This amount was repaid in full in January 2024. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs.
As of December 31, 2024, the Company had aggregate capital outstanding under this facility of $100.0 million. This amount was repaid in full in January 2025. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs.
Our future effective tax rate is sensitive to changes in the mix of our geographic earnings, changes in local statutory tax rates, changes in the valuation of deferred taxes, or changes in tax laws, regulations or accounting principles, and could be adversely affected by these items.
Our future effective tax rate is sensitive to changes in the mix of our geographic earnings, changes in local statutory tax rates, changes in the valuation of deferred taxes, or changes in tax laws, regulations or accounting principles in material jurisdictions, and could be adversely affected by these items.
Refer to Note 11: Employee Benefits of the Notes to the Consolidated Financial Statements for further discussion. Deferred and contingent earn-out obligations . Our material cash requirements require long-term liquidity to facilitate the payment of obligations related to acquisitions.
Refer to Note 12: Employee Benefits of the Notes to the Consolidated Financial Statements for further discussion. Deferred and contingent earn-out obligations . Our material cash requirements require long-term liquidity to facilitate the payment of obligations related to acquisitions.
Preparation of forecasts and selection of certain assumptions including the discount rate, forecasted revenue growth rates, and forecasted profitability margins, for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value of one or more of our RUs and could result in a goodwill impairment charge in a future period.
Preparation of forecasts and selection of certain assumptions, including the discount rate, forecasted short term and long term revenue growth rates, and forecasted profitability margins, for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value of one or more of our RUs and could result in a goodwill impairment charge in a future period.
Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates.
Considerations with respect to the realizability of deferred tax assets include the period of expiration of the deferred tax asset, historical earnings or losses and projected future taxable income by jurisdiction as well as tax liabilities for the tax jurisdiction to which the tax asset relates.
In order to assist our investors and improve comparability of results, we present the year-over-year changes in certain of our non-GAAP financial measures, such as Fee-based operating expenses and Adjusted EBITDA, in “local” currency. The local currency change represents the year-over-year change assuming no movement in foreign exchange rates from the prior year.
In order to assist our investors and improve comparability of results, we present the year-over-year changes in certain of our non-GAAP financial measures, such as Fee-based operating expenses and Adjusted EBITDA, in “local” currency. The local currency figures represent the year-over-year change assuming no movement in foreign exchange rates from the prior year.
Our international operations expose us to global economic trends as well as foreign government tax, regulatory and policy measures. Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the USD.
Our international operations expose us to global economic trends, as well as foreign government tax, regulatory and policy measures. Additionally, outside of the U.S., we generate earnings in other currencies and are subject to fluctuations relative to the U.S. dollar (“USD”).
Total costs and expenses include segment operating expenses as well as other expenses such as depreciation and amortization, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items.
Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, loss on dispositions, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters and other non-recurring items.
While macroeconomic challenges and uncertainty continue to be present, we believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under our revolving credit facility or funding from our A/R Securitization.
While macroeconomic challenges and uncertainty continue to be present, we believe that we have maintained sufficient liquidity to satisfy our working capital and other funding requirements, including capital expenditures, and expenditures for human capital and contractual obligations, with operating cash flow and cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization.
The negative effective tax rate for the year ended December 31, 2023 was principally driven by the increase in the valuation allowance the Company has placed on a portion of our deferred tax assets and permanent nondeductible items.
Additionally, the negative effective tax rate for the year ended December 31, 2023 was principally driven by an increase in the valuation allowance the Company placed on a portion of our deferred tax assets and permanent nondeductible items.
Net (loss) income margin (0.4) % 1.9 % Adjusted EBITDA $ 570.1 $ 898.8 (37) % (37) % Adjusted EBITDA margin (3) 8.7 % 12.4 % n.m. not meaningful (1) Service line fee revenue represents revenue for fees generated from each of our service lines. (2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.
Net income (loss) margin 1.4 % (0.4) % Adjusted EBITDA $ 581.9 $ 570.1 2 % 3 % Adjusted EBITDA margin (3) 8.8 % 8.7 % n.m. not meaningful (1) Service line fee revenue represents revenue for fees generated from each of our service lines. (2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.
In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations and availability under our revolving credit facility will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months.
In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations and availability under our Revolver will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months.
Benefits to be paid out by our defined benefit plans will be funded from the assets held by these plans.
Defined benefit plan obligations. Benefits to be paid out by our defined benefit plans will be funded from the assets held by these plans.
The seasonal nature of our operating cash flow can result in a mismatch with funding needs, which we manage using available cash on hand and, as necessary, borrowings under our revolving credit facility or funding from our A/R Securitization.
The seasonal nature of our operating cash flow can result in a mismatch with funding needs, which we manage using available cash on hand and, as necessary, borrowings under our Revolver or funding from our A/R Securitization.
The final amount of related payments cannot be determined due to their nature as estimates or outcomes having connection to future events. As of December 31, 2023, we had accrued total deferred consideration and contingent earn-outs payable of $13.8 million in Accounts payable and accrued expenses and $27.0 million in Other non-current liabilities in the accompanying Consolidated Balance Sheets.
The final amount of related payments cannot be determined due to their nature as estimates or outcomes having connection to future events. As of December 31, 2024, we had accrued total deferred consideration and contingent earn-outs payable of $8.1 million in Accounts payable and accrued expenses and $16.0 million in Other non-current liabilities in the accompanying Consolidated Balance Sheets.
These include the following: overall economic activity, volatility of the financial markets, changes in interest rates, inflation, pressure on the global banking system, the impact of tax and regulatory policies, the cost and availability of credit, changes in employment rates, demand for commercial real estate, and the geopolitical environment.
These include the following: overall economic activity, volatility of the financial markets, interest rates and inflation, demand for commercial real estate, the impact of tax and regulatory policies, the cost and availability of credit, changes in employment rates and the geopolitical environment.
Acquisitions are often structured with deferred and/or contingent payments in future periods that are subject to the passage of time, achievement of certain performance metrics and/or other conditions. As of December 31, 2023, the maximum potential payment for earn-outs was $28.6 million, subject to the achievement of certain performance conditions.
Acquisitions are often structured with deferred and/or contingent payments in future periods that are subject to the passage of time, achievement of certain performance metrics and/or other conditions. As of December 31, 2024, the maximum potential payment for contingent earn-outs was $16.5 million, subject to the achievement of certain performance conditions.
As of December 31, 2023, the Company had $1.9 billion of liquidity, consisting of cash and cash equivalents of $0.8 billion and availability on our undrawn revolving credit facility of $1.1 billion. As of December 31, 2023, the Company’s amounts outstanding under its Term Loans, 2028 Notes and 2031 Notes were $2.2 billion, $0.6 billion and $0.4 billion, respectively.
As of December 31, 2024, the Company had $1.9 billion of liquidity, consisting of cash and cash equivalents of $0.8 billion and availability on our undrawn Revolver of $1.1 billion. As of December 31, 2024, the Company’s amounts outstanding under its Term Loans, 2028 Notes and 2031 Notes were $2.0 billion, $0.6 billion and $0.4 billion, respectively.
Refer to Note 19: Accounts Receivable Securitization of the Notes to the Consolidated Financial Statements for further information. 44 Table of Contents Contractual Obligations and Other Commitments Debt obligations.
Refer to Note 20: Accounts Receivable Securitization of the Notes to the Consolidated Financial Statements for further information. 41 Table of Contents Contractual Obligations and Other Commitments Debt obligations.
Adjusted EBITDA $ 63.1 $ 77.3 (18) % (15) % n.m. not meaningful (1) Service line fee revenue represents revenue for fees generated from each of our service lines. (2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.
Adjusted EBITDA $ 71.0 $ 63.1 13 % 15 % n.m. not meaningful (1) Service line fee revenue represents revenue for fees generated from each of our service lines. (2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.
In addition, this includes certain direct costs incurred in connection with acquiring businesses. Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to 2023 actions to reduce headcount across select roles to help optimize our workforce given the current macroeconomic conditions and operating environment, as well as property lease rationalizations.
In addition, this includes certain direct costs incurred in connection with acquiring businesses. Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued through September 30, 2024.
We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized loss on investments, net, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items.
We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized loss on investments, net, loss on dispositions, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, Chief Executive Officer (“CEO”) transition costs, servicing liability fees and amortization, certain legal and compliance matters, gains from insurance proceeds and other non-recurring items.
When analyzing our operating results, investors should use them in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP.
These measures are not recognized measurements under GAAP. When analyzing our operating results, investors should use them in addition to, but not as an alternative for, the most directly comparable financial results calculated and presented in accordance with GAAP.
Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition. Acquisitions Our results include the incremental impact of completed transactions from the date of acquisition, which may impact the comparability of our results on a year-over-year basis.
Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition. 30 Table of Contents Acquisitions and Dispositions Our results may include the incremental impact of completed transactions, which could impact the comparability of our results on a year-over-year basis.
Our 2031 Notes bear interest at a rate of 8.88% per annum and expected annual interest payments would be approximately $35.5 million until the notes mature in September 2031.
Our 2028 Notes bear interest at a rate of 6.75% per annum and expected annual interest payments would be approximately $43.9 million until the notes mature in May 2028. Our 2031 Notes bear interest at a rate of 8.88% per annum and expected annual interest payments would be approximately $35.5 million until the notes mature in September 2031.
We have historically used strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally.
From time to time, we use strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally.
Servicing liability fees and amortization reflects the additional non-cash servicing liability fees accrued in connection with the A/R Securitization (as defined below) amendments during the years ended December 31, 2023 and 2022. The liability will be amortized through June 2026.
Servicing liability fees and amortization reflects the additional non-cash servicing liability fees accrued in connection with the A/R Securitization (as defined below) amendments in prior years. The liability will be amortized through June 2026.
APAC: Year ended December 31, 2023 compared to year ended December 31, 2022 APAC revenue for 2023 was $1.4 billion, an increase of $66.4 million or 5% from the prior year. Excluding the unfavorable impact of foreign currency of $35.6 million, APAC revenue increased 8% on a local currency basis.
APAC: Year ended December 31, 2024 compared to year ended December 31, 2023 APAC revenue for 2024 was $1.5 billion, an increase of $104.3 million or 7% from the prior year. Excluding the unfavorable impact of foreign currency of $13.6 million, APAC revenue increased 8% on a local currency basis.
(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin. EMEA: Year ended December 31, 2023 compared to year ended December 31, 2022 EMEA revenue for 2023 was $1.0 billion, a decrease of $56.4 million or 5% from the prior year.
(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin. EMEA: Year ended December 31, 2024 compared to year ended December 31, 2023 EMEA revenue for 2024 was $953.2 million, a decrease of $20.5 million or 2% from the prior year.
The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of outstanding borrowings under the 2030 Tranche-1, including any incremental borrowings, which commenced in September 2023.
The 2018 Credit Agreement requires quarterly principal payments equal to 0.25% of the aggregate principal amount of outstanding borrowings under the 2030 Tranche-1 and the 2030 Tranche-2, including any incremental borrowings.
Our business is focused on meeting the increasing demands of our clients through a comprehensive offering of services including (i) Property, facilities and project management, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Our business is focused on meeting the increasing demands of our clients through comprehensive service offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Excluding the favorable impact of foreign currency of $23.2 million, EMEA revenue decreased 8% on a local currency basis.
Excluding the favorable impact of foreign currency of $9.3 million, EMEA revenue decreased 3% on a local currency basis.
We exclude such losses from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods. 36 Table of Contents Results of Operations In accordance with Item 303 of Regulation S-K, the Company has excluded the discussion of 2021 results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this discussion can be found in our 2022 Annual Report on Form 10-K filed with the SEC under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 (in millions): Year Ended December 31, 2023 2022 % Change in USD % Change in Local Currency Revenue: Property, facilities and project management $ 3,573.0 $ 3,481.1 3 % 3 % Leasing 1,826.7 2,083.7 (12) % (12) % Capital markets 695.0 1,187.8 (41) % (41) % Valuation and other 436.7 495.5 (12) % (11) % Total service line fee revenue (1) 6,531.4 7,248.1 (10) % (10) % Gross contract reimbursables (2) 2,962.3 2,857.6 4 % 4 % Total revenue $ 9,493.7 $ 10,105.7 (6) % (6) % Costs and expenses: Cost of services provided to clients $ 4,879.3 $ 5,295.9 (8) % (8) % Cost of gross contract reimbursables 2,962.3 2,857.6 4 % 4 % Total costs of services 7,841.6 8,153.5 (4) % (4) % Operating, administrative and other 1,262.8 1,261.3 0 % 0 % Depreciation and amortization 145.6 146.9 (1) % (1) % Restructuring, impairment and related charges 38.1 8.9 n.m. n.m.
We exclude such net gains from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods. 33 Table of Contents Results of Operations In accordance with Item 303 of Regulation S-K, the Company has excluded the discussion of 2022 results in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as this discussion can be found in our 2023 Annual Report on Form 10-K filed with the SEC under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 (in millions): Year Ended December 31, 2024 2023 % Change in USD % Change in Local Currency Revenue: Services $ 3,480.1 $ 3,573.0 (3) % (2) % Leasing 1,947.5 1,826.7 7 % 7 % Capital markets 721.8 695.0 4 % 4 % Valuation and other 439.8 436.7 1 % 1 % Total service line fee revenue (1) 6,589.2 6,531.4 1 % 1 % Gross contract reimbursables (2) 2,857.3 2,962.3 (4) % (3) % Total revenue $ 9,446.5 $ 9,493.7 0 % 0 % Costs and expenses: Cost of services provided to clients $ 4,862.9 $ 4,879.3 0 % 0 % Cost of gross contract reimbursables 2,857.3 2,962.3 (4) % (3) % Total costs of services 7,720.2 7,841.6 (2) % (1) % Operating, administrative and other 1,224.1 1,262.8 (3) % (3) % Depreciation and amortization 122.2 145.6 (16) % (16) % Restructuring, impairment and related charges 41.1 38.1 8 % 8 % Total costs and expenses 9,107.6 9,288.1 (2) % (2) % Operating income 338.9 205.6 65 % 65 % Interest expense, net of interest income (229.9) (281.1) (18) % (18) % Earnings from equity method investments 37.4 58.1 (36) % (36) % Other income (expense), net 29.4 (12.6) n.m. n.m.
We have identified all significant accounting policies in Note 2: Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements. The following are the critical accounting policies where estimates and assumptions could materially affect the application of the policies. Goodwill Goodwill is not amortized, but rather tested for impairment at least annually, typically in the fourth quarter.
The following are the critical accounting policies where estimates and assumptions could materially affect the application of the policies. Goodwill Goodwill is not amortized, but rather tested for impairment at least annually, typically in the fourth quarter.
We believe the accelerated expense for these stock awards, as well as the salary and bonus accruals, are similar in nature to one-time severance benefits and are not normal, recurring operating expenses necessary to operate the business.
Forrester’s salary and bonus accruals for the second half of 2023. We believe the accelerated stock-based compensation expense, salary and bonus accruals, as well as the payroll taxes associated with such compensation, are similar in nature to one-time severance benefits and are not normal, recurring operating expenses necessary to operate the business.
Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss on investments, net, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items. 40 Table of Contents Americas Results The following table summarizes our results of operations of our Americas operating segment for the years ended December 31, 2023 and 2022 (in millions): Year Ended December 31, 2023 2022 % Change in USD % Change in Local Currency Revenue: Property, facilities and project management $ 2,494.7 $ 2,434.0 2 % 3 % Leasing 1,420.9 1,669.7 (15) % (15) % Capital markets 556.5 987.1 (44) % (44) % Valuation and other 150.0 198.1 (24) % (24) % Total service line fee revenue (1) 4,622.1 5,288.9 (13) % (12) % Gross contract reimbursables (2) 2,506.9 2,462.1 2 % 2 % Total revenue $ 7,129.0 $ 7,751.0 (8) % (8) % Costs and expenses: Americas Fee-based operating expenses $ 4,237.5 $ 4,650.3 (9) % (9) % Cost of gross contract reimbursables 2,506.9 2,462.1 2 % 2 % Segment operating expenses $ 6,744.4 $ 7,112.4 (5) % (5) % Net income $ 17.8 $ 202.6 (91) % (92) % Adjusted EBITDA $ 429.6 $ 715.5 (40) % (40) % (1) Service line fee revenue represents revenue for fees generated from each of our service lines.
Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss on investments, net, loss on dispositions, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, gains from insurance proceeds and other non-recurring items. 37 Table of Contents Americas Results The following table summarizes the results of operations of our Americas reportable segment for the years ended December 31, 2024 and 2023 (in millions): Year Ended December 31, 2024 2023 % Change in USD % Change in Local Currency Revenue: Services $ 2,420.4 $ 2,494.7 (3) % (3) % Leasing 1,536.2 1,420.9 8 % 9 % Capital markets 564.7 556.5 1 % 2 % Valuation and other 161.9 150.0 8 % 9 % Total service line fee revenue (1) 4,683.2 4,622.1 1 % 2 % Gross contract reimbursables (2) 2,314.8 2,506.9 (8) % (8) % Total revenue $ 6,998.0 $ 7,129.0 (2) % (2) % Costs and expenses: Americas Fee-based operating expenses $ 4,279.6 $ 4,237.5 1 % 1 % Cost of gross contract reimbursables 2,314.8 2,506.9 (8) % (8) % Segment operating expenses $ 6,594.4 $ 6,744.4 (2) % (2) % Net income $ 126.7 $ 17.8 n.m. n.m.
Macroeconomic Trends and Uncertainty Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions and the ability of market participants to access credit and the capital markets. There continues to be significant macroeconomic uncertainty in many markets around the world.
Macroeconomic Trends and Uncertainty Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions.
In 2023, to further validate the reasonableness of the initial quantitative assessment and evaluation, a reconciliation of our market capitalization to the carrying value of our shareholders’ equity was performed by calculating an implied control premium. We concluded that the implied control premium was reasonable based on a comparison to actual control premiums realized in recent comparable market transactions.
In both 2024 and 2023, to further validate the reasonableness of the initial quantitative assessment and evaluation, a reconciliation of our market capitalization to the carrying value of our shareholders’ equity was performed by calculating an implied control premium.
We are unable to reasonably estimate the timing of the effective settlement of tax positions for the remaining $27.7 million. 45 Table of Contents Historical Cash Flows Year Ended December 31, Cash Flow Summary 2023 2022 Net cash provided by operating activities $ 152.2 $ 49.1 Net cash provided by (used in) investing activities 48.9 (120.7) Net cash used in financing activities (120.8) (79.3) Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash 1.9 (20.4) Total change in cash, cash equivalents and restricted cash $ 82.2 $ (171.3) Operating Activities We generated $152.2 million of cash from operating activities during the year ended December 31, 2023, an increase of $103.1 million compared to the year ended December 31, 2022.
We are unable to reasonably estimate the timing of the effective settlement of tax positions for the remaining $27.9 million. 42 Table of Contents Cash Flow Summary Year Ended December 31, Cash Flow Summary 2024 2023 Net cash provided by operating activities $ 208.0 $ 152.2 Net cash provided by investing activities 81.2 48.9 Net cash used in financing activities (253.4) (120.8) Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash (22.4) 1.9 Total change in cash, cash equivalents and restricted cash $ 13.4 $ 82.2 Operating Activities We generated $208.0 million of cash from operating activities during the year ended December 31, 2024, an increase of $55.8 million compared to the year ended December 31, 2023, primarily driven by an improvement from net loss to net income of $166.7 million offset by lower non-cash charges of $96.8 million from the prior year.
These trends were partially offset by our cost savings initiatives. 42 Table of Contents APAC Results The following table summarizes our results of operations of our APAC operating segment for the years ended December 31, 2023 and 2022 (in millions): Year Ended December 31, 2023 2022 % Change in USD % Change in Local Currency Revenue: Property, facilities and project management $ 706.9 $ 673.4 5 % 6 % Leasing 176.2 180.1 (2) % 2 % Capital markets 55.2 58.6 (6) % (2) % Valuation and other 112.5 119.7 (6) % (2) % Total service line fee revenue (1) 1,050.8 1,031.8 2 % 4 % Gross contract reimbursables (2) 340.2 292.8 16 % 21 % Total revenue $ 1,391.0 $ 1,324.6 5 % 8 % Costs and expenses: APAC Fee-based operating expenses $ 1,008.9 $ 962.5 5 % 7 % Cost of gross contract reimbursables 340.2 292.8 16 % 21 % Segment operating expenses $ 1,349.1 $ 1,255.3 7 % 10 % Net (loss) income $ (6.7) $ 18.5 n.m. n.m.
These unfavorable trends were partially offset by the impact of our cost savings initiatives and increases in Capital markets and Valuation and other revenue. 39 Table of Contents APAC Results The following table summarizes the results of operations of our APAC reportable segment for the years ended December 31, 2024 and 2023 (in millions): Year Ended December 31, 2024 2023 % Change in USD % Change in Local Currency Revenue: Services $ 728.4 $ 706.9 3 % 3 % Leasing 184.3 176.2 5 % 6 % Capital markets 65.6 55.2 19 % 23 % Valuation and other 100.2 112.5 (11) % (9) % Total service line fee revenue (1) 1,078.5 1,050.8 3 % 4 % Gross contract reimbursables (2) 416.8 340.2 23 % 23 % Total revenue $ 1,495.3 $ 1,391.0 7 % 8 % Costs and expenses: APAC Fee-based operating expenses $ 1,020.2 $ 1,008.9 1 % 2 % Cost of gross contract reimbursables 416.8 340.2 23 % 23 % Segment operating expenses $ 1,437.0 $ 1,349.1 7 % 7 % Net income (loss) $ 8.0 $ (6.7) n.m. n.m.
As of December 31, 2023, the Company elected to use an annual rate equal to (i) 1-month Term SOFR, plus 0.11% (which sum is subject to a minimum floor of 0.0%), plus 2.75% for the $192.9 million remaining aggregate principal amount of the term loan due August 2025 (the “2025 Tranche”), (ii) 1-month Term SOFR, plus 0.10% (which sum is subject to a minimum floor of 0.50%), plus 3.25% for the $1.0 billion term loan due January 2030 (the “2030 Tranche-1”) and (iii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 4.00% for the $1.0 billion term loan due January 2030 (the “2030 Tranche-2”) (the 2025 Tranche, the 2030 Tranche-1, and the 2030 Tranche-2 together make up our current Term Loans).
As of December 31, 2024, the Company elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 3.00% for the $990.0 million term loan due January 2030 (the “2030 Tranche-1”) and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 3.25% for the $997.5 million term loan due January 2030 (the “2030 Tranche-2”) (the 2030 Tranche-1 and the 2030 Tranche-2 together make up our current outstanding Term Loans).
Income tax liabilities . As of December 31, 2023, our current and non-current tax liabilities, including interest and penalties, totaled $48.5 million. Of this amount, we can reasonably estimate that $20.8 million will require cash settlement in less than one year.
Income tax liabilities . As of December 31, 2024, our current and non-current tax liabilities, including interest and penalties, totaled $47.7 million. Of this amount, we can reasonably estimate that $19.8 million will require cash settlement in less than one year. In December 2024, the Company made significant tax payments for U.S. federal income taxes which totaled $21.5 million.
Additionally, there is generally an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses.
Our results could include incremental revenues and expenses following the completion of an acquisition, or comparable results could include revenues and expenses of recent dispositions. Additionally, there could be an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses.
Significant management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income. Valuation allowances are evaluated periodically and will be subject to change in each future reporting period as a result of changes in various factors.
Valuation allowances are evaluated periodically and will be subject to change in each future reporting period as a result of changes in various factors.
For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin.
Adjusted EBITDA $ 436.4 $ 429.6 2 % 2 % n.m. not meaningful (1) Service line fee revenue represents revenue for fees generated from each of our service lines. (2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.
Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards.
Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740, Income Taxes . Deferred tax assets and liabilities are determined based on temporary differences between the financial reporting and tax basis of assets and liabilities and operating loss and tax credit carry forwards.
Interest expense, net of interest income Interest expense of $281.1 million increased $88.0 million or 46% compared to the year ended December 31, 2022, primarily related to an aggregate loss on debt extinguishment of $41.9 million, as well as $8.7 million of new transaction costs expensed in 2023 in connection with the refinancing of a portion of the borrowings under our 2018 Credit Agreement in both January and August 2023 (see Note 10: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for further information).
Interest expense, net of interest income Interest expense of $229.9 million decreased $51.2 million or 18% compared to the year ended December 31, 2023, primarily related to an aggregate loss on debt extinguishment of $41.9 million as well as $8.7 million of new transaction costs expensed in 2023 in connection with the refinancing of a portion of the borrowings under our 2018 Credit Agreement.
Adjusted EBITDA margin, measured against service line fee revenue, of 8.7% for the year ended December 31, 2023 decreased 367 basis points compared to 12.4% in the year ended December 31, 2022. Segment Operations We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC.
Adjusted EBITDA margin, measured against service line fee revenue, of 8.8% remained relatively flat compared to the year ended December 31, 2023. Segment Results We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC. The Americas consists of operations located in the United States, Canada and other markets in North and South America.
These trends were partially offset by our cost savings initiatives and growth in our Property, facilities and project management revenue. 41 Table of Contents EMEA Results The following table summarizes our results of operations of our EMEA operating segment for the years ended December 31, 2023 and 2022 (in millions): Year Ended December 31, 2023 2022 % Change in USD % Change in Local Currency Revenue: Property, facilities and project management $ 371.4 $ 373.7 (1) % (3) % Leasing 229.6 233.9 (2) % (5) % Capital markets 83.3 142.1 (41) % (43) % Valuation and other 174.2 177.7 (2) % (4) % Total service line fee revenue (1) 858.5 927.4 (7) % (10) % Gross contract reimbursables (2) 115.2 102.7 12 % 9 % Total revenue $ 973.7 $ 1,030.1 (5) % (8) % Costs and expenses: EMEA Fee-based operating expenses $ 779.3 $ 827.6 (6) % (8) % Cost of gross contract reimbursables 115.2 102.7 12 % 9 % Segment operating expenses $ 894.5 $ 930.3 (4) % (6) % Net loss $ (46.5) $ (24.7) 88 % 58 % Adjusted EBITDA $ 77.4 $ 106.0 (27) % (30) % (1) Service line fee revenue represents revenue for fees generated from each of our service lines.
These favorable trends were partially offset by declines in Services, the impact of the sale of a non-core Services business in the third quarter of 2024, cost inflation and lower earnings recognized from the Greystone JV of $17.5 million. 38 Table of Contents EMEA Results The following table summarizes the results of operations of our EMEA reportable segment for the years ended December 31, 2024 and 2023 (in millions): Year Ended December 31, 2024 2023 % Change in USD % Change in Local Currency Revenue: Services $ 331.3 $ 371.4 (11) % (12) % Leasing 227.0 229.6 (1) % (2) % Capital markets 91.5 83.3 10 % 10 % Valuation and other 177.7 174.2 2 % 1 % Total service line fee revenue (1) 827.5 858.5 (4) % (4) % Gross contract reimbursables (2) 125.7 115.2 9 % 8 % Total revenue $ 953.2 $ 973.7 (2) % (3) % Costs and expenses: EMEA Fee-based operating expenses $ 752.0 $ 779.3 (4) % (5) % Cost of gross contract reimbursables 125.7 115.2 9 % 8 % Segment operating expenses $ 877.7 $ 894.5 (2) % (3) % Net loss $ (3.4) $ (46.5) (93) % (94) % Adjusted EBITDA $ 74.5 $ 77.4 (4) % (2) % (1) Service line fee revenue represents revenue for fees generated from each of our service lines.
Total capital expenditures for the year ended December 31, 2023 were $51.0 million. Off-Balance Sheet Arrangements The Company is party to an off-balance sheet revolving accounts receivables securitization program, which we have amended periodically (the “A/R Securitization”), whereby we continuously sell eligible trade receivables to an unaffiliated financial institution.
As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the year ended December 31, 2024 were $41.0 million. Off-Balance Sheet Arrangements The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution.
(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin. Americas: Year ended December 31, 2023 compared to year ended December 31, 2022 Americas revenue for 2023 was $7.1 billion, a decrease of $622.0 million or 8% from the prior year.
Americas: Year ended December 31, 2024 compared to year ended December 31, 2023 Americas revenue for 2024 was $7.0 billion, a decrease of $131.0 million or 2% from the prior year.
We continually evaluate opportunities to obtain, retire or restructure our debt, credit facilities or financing arrangements for strategic reasons or to obtain additional financing to fund investments, operations and obligations to further strengthen our financial position. We have historically relied on our operating cash flow to fund our working capital needs and ongoing capital expenditures on an annual basis.
Over the last two years we have been focused on managing the balance sheet and improving operating cash flows through working capital efficiencies. We also continually evaluate opportunities to obtain, retire or restructure our debt, credit facilities or financing arrangements for strategic reasons or to obtain additional financing to fund investments, operations and obligations to further strengthen our financial position.
Integration and other costs related to merger reflects the non-cash amortization expense of certain merger related retention awards that will be amortized through 2026, and the non-cash amortization expense of merger related deferred rent and tenant incentives which will be amortized through 2028. 35 Table of Contents Acquisition related costs and efficiency initiatives includes internal and external consulting costs incurred to implement certain distinct operating efficiency initiatives designed to realign our organization to be a more agile partner to our clients, which vary in frequency, amount and occurrence based on factors specific to each initiative.
Acquisition related costs and efficiency initiatives includes internal and external consulting costs incurred to implement certain distinct operating efficiency initiatives designed to realign our organization to be a more agile partner to our clients. These initiatives vary in frequency, amount and occurrence based on factors specific to each initiative.
Local currency. Our management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business. These measures are not recognized measurements under GAAP.
Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA margin; ii. Segment operating expenses and Fee-based operating expenses; and iii. Local currency. Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of our business.
Restructuring, impairment and related charges Restructuring, impairment and related charges of $38.1 million increased $29.2 million compared to the year ended December 31, 2022 as a result of cost savings initiatives actioned in 2023, including a reduction in headcount across select roles to help optimize our workforce given the current macroeconomic conditions and operating environment, as well as property lease rationalizations.
In 2023, the Company actioned certain cost savings initiatives, including a reduction in headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations.
Our operating cash flow is seasonal—typically lowest in the first quarter of the year, when revenue is lowest, and greatest in the fourth quarter of the year, when revenue is highest.
We have historically relied on our operating cash flow to fund our working capital needs and ongoing capital expenditures on an annual basis. Our operating cash flow is seasonal—typically lowest in the first quarter of the year, when revenue is lowest, and greatest in the fourth quarter of the year, when revenue is highest.
We believe that strategic acquisitions and partnerships will increase revenue, provide cost synergies and generate incremental income in the long term. 33 Table of Contents Seasonality A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. This impacts the comparison of our financial condition and results of operations on a quarter-by-quarter basis.
We believe that this provides our management and investors with another important view of comparability and trends in the underlying operating business. Seasonality A significant portion of our revenue is seasonal, especially for service lines such as Leasing and Capital markets. This impacts the comparison of our financial condition and results of operations on a quarter-by-quarter basis.
As of December 31, 2023, the Company had operating lease obligations of $489.8 million, with $130.4 million due within 12 months. Refer to Note 15: Leases of the Notes to the Consolidated Financial Statements for further discussion. Defined benefit plan obligations.
Lease obligations. Our lease obligations primarily consist of operating leases of office space in various buildings for our own use. As of December 31, 2024, the Company had operating lease obligations of $422.0 million, with $114.4 million due within 12 months. Refer to Note 16: Leases of the Notes to the Consolidated Financial Statements for further discussion.
Refer to Part I, Item 1A. “Risk Factors” in this Annual Report for further information. Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), which requires us to make estimates and assumptions that affect reported amounts.
Critical Accounting Policies and Estimates Our Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), which requires us to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable.
For the year ended December 31, 2023, we used net working capital for operations of $124.5 million, a decrease of $414.3 million compared to the year ended December 31, 2022.
For the year ended December 31, 2024, we used net working capital for operations of $138.6 million, an increase of $14.1 million compared to the year ended December 31, 2023.
Fee-based operating expenses of $1.0 billion increased 7% on a local currency basis principally due to higher variable costs associated with revenue growth in our Property, facilities and project management service line and higher employment costs, partially offset by our cost savings initiatives.
Fee-based operating expenses of $1.0 billion increased 2% on a local currency basis principally due to higher sub-contractor and third-party consumable costs of approximately $15.0 million associated with revenue increases in Services and higher incentive compensation of approximately $5.0 million, partially offset by the impact of our cost savings initiatives.
(3) Adjusted EBITDA margin is measured against Total service line fee revenue. 37 Table of Contents Adjusted EBITDA is calculated as follows (in millions): Year Ended December 31, 2023 2022 Net (loss) income $ (35.4) $ 196.4 Add/(less): Depreciation and amortization 145.6 146.9 Interest expense, net of interest income 281.1 193.1 Provision for income taxes 5.4 141.6 Unrealized loss on investments, net 27.8 84.2 Integration and other costs related to merger 11.2 14.0 Pre-IPO stock-based compensation — 3.1 Acquisition related costs and efficiency initiatives 14.2 93.8 Cost savings initiatives 55.6 — CEO transition costs 8.3 — Servicing liability fees and amortization 11.7 7.9 Legal and compliance matters 23.0 — Other (1) 21.6 17.8 Adjusted EBITDA $ 570.1 $ 898.8 (1) For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects, a loss on disposal of a business, and a one-time impairment of certain customer relationship intangible assets.
(3) Adjusted EBITDA margin is measured against Total service line fee revenue. 34 Table of Contents Reconciliation of Net income (loss) to Adjusted EBITDA (in millions): Year Ended December 31, 2024 2023 Net income (loss) $ 131.3 $ (35.4) Adjustments: Depreciation and amortization 122.2 145.6 Interest expense, net of interest income 229.9 281.1 Provision for income taxes 44.5 5.4 Unrealized loss on investments, net 0.8 27.8 Loss on dispositions 18.4 1.8 Integration and other costs related to merger 4.9 11.2 Acquisition related costs and efficiency initiatives — 14.2 Cost savings initiatives 28.9 55.6 CEO transition costs 1.9 8.3 Servicing liability fees and amortization (1.7) 11.7 Legal and compliance matters — 23.0 Gain from insurance proceeds, net of legal fees (16.5) 1.1 Other (1) 17.3 18.7 Adjusted EBITDA $ 581.9 $ 570.1 (1) For the year ended December 31, 2024, Other primarily reflects one-time consulting costs associated with the Company rebranding, professional services fees associated with discrete offshoring, legal fees and costs associated with an antitrust matter (see Note 17: Commitments and Contingencies of the Notes to the Consolidated Financial Statements), non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024, one-time bad debt expense driven by a sublessee default and one-time legal and consulting costs associated with a secondary offering of our ordinary shares by our former shareholders.
Our level of indebtedness increases the possibility that we may be unable to pay the principal amount of our indebtedness and other obligations when due. In addition, we may incur additional debt from time to time to finance strategic acquisitions, investments, or joint ventures or for other purposes, subject to the restrictions contained in the agreements governing our indebtedness.
In addition, we may incur additional debt from time to time to finance strategic acquisitions, investments or joint ventures or for other strategic purposes, subject to the restrictions contained in the agreements governing our indebtedness. Incurring additional indebtedness would increase the risks associated with our leverage, including our ability to service our debt.
For the year ended December 31, 2022, the provision for income taxes was $141.6 million on earnings before income taxes of $338.0 million.
Provision for income taxes Provision for income taxes for the year ended December 31, 2024 was $44.5 million on earnings before income taxes of $175.8 million. For the year ended December 31, 2023, the provision for income taxes was $5.4 million on a loss before income taxes of $30.0 million.
GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures Unrealized loss on investments, net represents net unrealized losses on fair value investments during the years ended December 31, 2023 and 2022, primarily related to our investment in WeWork.
GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures During the periods presented in this Annual Report, we had the following adjustments: Unrealized loss on investments, net represents net unrealized gains and losses on fair value investments. Prior to 2024, this primarily reflected unrealized losses on our investment in WeWork Inc. (“WeWork”).
For additional discussion on our goodwill impairment assessment, refer to Note 6: Goodwill and Other Intangible Assets of the Notes to the Consolidated Financial Statements. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC Topic 740, Income Taxes .
In both 2024 and 2023, we performed our goodwill impairment evaluation over the four RUs, resulting in no impairment charges. For additional discussion on our goodwill impairment assessment, refer to Note 6: Goodwill and Other Intangible Assets of the Notes to the Consolidated Financial Statements.
The Americas consists of operations located in the United States, Canada and key markets in Latin America. EMEA includes operations in the United Kingdom, France, Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, China and other markets in the Asia Pacific region.
EMEA includes operations in the United Kingdom, France, Netherlands and other markets in Europe and the Middle East. APAC includes operations in Australia, Singapore, India and other markets in the Asia Pacific region. For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines.
For the year ended December 31, 2022, Other includes one-time consulting costs associated with certain statutory reporting and legal entity reorganization projects, and the effects of movements in foreign currency. 38 Table of Contents Year ended December 31, 2023 compared to year ended December 31, 2022 Revenue Revenue of $9.5 billion decreased $612.0 million or 6% compared to the year ended December 31, 2022, primarily driven by the Americas which decreased 8%.
For the year ended December 31, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects, a one-time impairment of certain customer relationship intangible assets and the effects of movements in foreign currency. 35 Table of Contents Year ended December 31, 2024 compared to year ended December 31, 2023 Revenue Revenue of $9.4 billion was relatively flat compared to the year ended December 31, 2023.
In 2023, these macroeconomic challenges, including elevated inflation and interest rates, led to ongoing volatility within global capital and credit markets, which contributed to recessionary conditions in the global commercial real estate market and negatively impacted demand for our services. We expect many of these macroeconomic challenges to persist through 2024.
In 2024, macroeconomic uncertainty continued in many markets around the world, and our business continued to be negatively impacted by elevated inflation and increased volatility in interest rates, among other macroeconomic challenges, which led to ongoing volatility within global capital and credit markets.
Provision for income taxes 5.4 141.6 (96) % (96) % Net (loss) income $ (35.4) $ 196.4 n.m. n.m.
Earnings (loss) before income taxes 175.8 (30.0) n.m. n.m. Provision for income taxes 44.5 5.4 n.m. n.m. Net income (loss) $ 131.3 $ (35.4) n.m. n.m.
Investing Activities We generated $48.9 million in cash for investing activities during the year ended December 31, 2023, which primarily reflects a $100.0 million net draw on the investment limit under our A/R Securitization, offset by capital expenditures of $51.0 million and investments in equity securities of $6.9 million.
Investing Activities We generated $81.2 million of cash from investing activities during the year ended December 31, 2024, an increase of $32.3 million compared to the year ended December 31, 2023, primarily driven by proceeds from the sale of a non-core Services business in the third quarter of 2024 of $122.6 million and lower capital expenditures, offset by a decrease in the net capital funding from the facility limit secured by our A/R Securitization of $100.0 million.
Net (loss) income and Adjusted EBITDA Net loss was $35.4 million compared to net income of $196.4 million for the year ended December 31, 2022. The decrease was principally driven by declines in our Leasing, Capital markets and Valuation and other service lines.
Net income (loss) and Adjusted EBITDA Net income was $131.3 million for the year ended December 31, 2024 compared to a net loss of $35.4 million for the year ended December 31, 2023. Net income margin was 1.4% compared to net loss margin of 0.4% for the prior year.
Financing Activities We used $120.8 million in cash for financing activities during the year ended December 31, 2023, an increase of $41.5 million from the prior year primarily driven by debt issuance costs of $65.1 million associated with the refinancing of a portion of the borrowings under our 2018 Credit Agreement in both January and August 2023 and higher deferred and contingent consideration payments, partially offset by lower net settlement of equity awards for payment of employee related taxes.
Financing Activities We used $253.4 million in cash for financing activities during the year ended December 31, 2024, an increase of $132.6 million compared to the year ended December 31, 2023, primarily driven by repayment of borrowings under our 2018 Credit Agreement of $200.4 million as leverage reduction continues to be an important part of our capital allocation strategy, partially offset by payment of debt issuance costs of $65.1 million in the year ended December 31, 2023.
CEO transition costs reflects accelerated stock-based compensation expense associated with stock awards granted to John Forrester, the Company’s former Chief Executive Officer who stepped down from that position as of June 30, 2023, but who remained employed by the Company as a Strategic Advisor until December 31, 2023.
Forrester, who stepped down from the position of CEO as of June 30, 2023, but who remained employed by the Company as a Strategic Advisor until December 31, 2023. The requisite service period under the applicable award agreements was satisfied upon Mr. Forrester’s retirement from the Company on December 31, 2023. In 2023, CEO transition costs also included Mr.
The reduction in our use of net working capital was principally driven by decreases in trade receivables and contract assets as a result of brokerage revenue declines, offset by lower commission, bonus accruals and accounts payable and accrued expenses.
The increase in our use of net working capital was principally driven by higher trade receivables and contract assets of approximately $170.0 million as a result of higher collections in 2023, as well as higher recruiting and retention payments of approximately $30.0 million.
The estimates and assumptions are based on historical experience, current facts and circumstances, and on other factors that we believe to be reasonable. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness.
Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness. We have identified all significant accounting policies in Note 2: Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements.
Earnings from equity method investments Earnings from equity method investments of $58.1 million decreased $26.9 million compared to the year ended December 31, 2022, primarily due to a decline of $29.2 million in earnings recognized from our equity method investment in Cushman Wakefield Greystone LLC (the “Greystone JV”) due to lower transaction volumes as a result of tighter lending conditions given the volatility in interest rates.
The Company was also able to decrease interest expense by actively managing our debt costs through repricings in 2024, resulting in lower interest rates, and making voluntary principal prepayments on our term loan due in 2025 (see Note 11: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for further information). 36 Table of Contents Earnings from equity method investments Earnings from equity method investments of $37.4 million decreased $20.7 million compared to the year ended December 31, 2023, primarily due to a decline of $17.5 million in earnings recognized from our equity method investment in Cushman Wakefield Greystone LLC (the “Greystone JV”) due to lower transaction volumes as a result of tighter lending conditions in 2024.
Total costs of services as a percentage of total revenue were 83% for 2023 compared to 81% for 2022 due to business mix and cost inflation.
Cost of services provided to clients was flat compared to the prior year and Cost of gross contract reimbursables decreased 4%, driven by the Americas, due to changes in client mix. Total costs of services as a percentage of total revenue was 82% for 2024 compared to 83% for 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe continually assess interest rate sensitivity to estimate the impact of rising short-term interest rates on our variable rate debt. Our interest rate risk management strategy is focused on limiting the impact of interest rate changes on earnings and cash flows to lower our overall borrowing costs.
Biggest changeOur interest rate risk management strategy is focused on limiting the impact of interest rate changes on earnings and cash flows to lower our overall borrowing costs. Foreign Exchange Risk Our foreign operations expose us to fluctuations in foreign exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of USD, our reporting currency.
Refer to Note 9: Derivative Financial Instruments and Hedging Activities of the Notes to the Consolidated Financial Statements for additional information about interest rate and foreign currency risks managed through derivative activities and notional amounts of underlying hedged items. 47 Table of Contents
Refer to Note 10: Derivative Financial Instruments and Hedging Activities of the Notes to the Consolidated Financial Statements for additional information about interest rate and foreign currency risks managed through derivative activities and notional amounts of underlying hedged items. 44 Table of Contents
We manage these risks primarily by managing the amount, sources and duration of our debt funding and by using various derivative financial instruments such as interest rate hedges or foreign currency contracts. We enter into derivative instruments with trusted and diverse counterparties to reduce credit risk.
We manage these risks primarily by managing the amount, sources and duration of our debt funding, cash management, and by using various derivative financial instruments such as interest rate swaps or foreign currency contracts. We enter into derivative instruments with reputable and diverse counterparties to reduce credit risk.
As of December 31, 2023, we elected to use an annual rate equal to (i) 1-month Term SOFR, plus 0.11% (which sum is subject to a minimum floor of 0.00%), plus 2.75% for the 2025 Tranche, (ii) 1-month Term SOFR, plus 0.10% (which sum is subject to a minimum floor of 0.50%), plus 3.25% for the 2030 Tranche-1 and (iii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 4.00% for the 2030 Tranche-2.
As of December 31, 2024, we elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 3.00% for the 2030 Tranche-1 and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 3.25% for the 2030 Tranche-2.
Our 2028 Notes and 2031 Notes bear interest at annual fixed rates of 6.75% and 8.88%, respectively. We manage this interest rate risk by entering into derivative financial instruments such as interest rate swap agreements to attempt to hedge the variability of future interest payments driven by fluctuations in interest rates.
We manage this interest rate risk by entering into derivative financial instruments such as interest rate swap agreements to attempt to hedge the variability of future interest payments driven by fluctuations in interest rates. We continually assess interest rate sensitivity to estimate the impact of changes in short-term interest rates on our variable rate debt.
Interest Rate Risk We are exposed to interest rate volatility with regard to the Term Loans and any borrowings we draw under the Revolver. 46 Table of Contents The Term Loans bear interest at a variable rate that the Company may select per the terms of the 2018 Credit Agreement.
The Term Loans bear interest at a variable rate that the Company may select per the terms of the 2018 Credit Agreement.
Foreign Exchange Risk Our foreign operations expose us to fluctuations in foreign exchange rates. These fluctuations may impact the value of our cash receipts and payments in terms of USD, our reporting currency. Refer to the discussion of international operations included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further detail.
Refer to the discussion of international operations included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further detail.
These derivative instruments are strictly used for risk management purposes and, accordingly, are not used for trading or speculative purposes.
These derivative instruments are strictly used for risk management purposes and, accordingly, are not used for trading or speculative purposes. 43 Table of Contents Interest Rate Risk We are exposed to interest rate volatility with regard to the Term Loans and any borrowings we draw under the Revolver.
Added
In January 2025, we repriced the 2030 Tranche-1 of our Term Loans, reducing the applicable interest rate by 25 basis points to 1-month Term SOFR plus 2.75%. Our 2028 Notes and 2031 Notes bear interest at annual fixed rates of 6.75% and 8.88%, respectively.

Other CWK 10-K year-over-year comparisons