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What changed in Cushman & Wakefield Ltd.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cushman & Wakefield Ltd.'s 2024 and 2025 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 2025 report.

+417 added−405 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-21)

Top changes in Cushman & Wakefield Ltd.'s 2025 10-K

417 paragraphs added · 405 removed · 281 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

58 edited+15 added−21 removed27 unchanged
Biggest changeOur 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.
Biggest changeThese revenue streams help provide greater stability to our cash flows and underlying business and are more resilient to changing and challenging economic conditions. 6 Table of Contents 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.
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.
Real estate decisions and operations have become increasingly complex, as owners, occupiers and investors 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.
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.
Environment and Sustainability 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.
The factors identified in Part I, Item 1A herein should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Annual Report.
The risk factors identified in Part I, Item 1A herein should not be construed as an exhaustive list of factors that could affect our future results and should be read in conjunction with the other cautionary statements that are included in this Annual Report.
The history of our franchise and brand is one of the oldest and most respected in the industry. Our founding predecessor firm, DTZ, traces its history back to 1784 with the founding of Chessire Gibson in the U.K. Our brand, Cushman & Wakefield, was founded in 1917 in New York.
The history of our brand is one of the oldest and most respected in the industry. Our founding predecessor firm, DTZ, traces its history back to 1784 with the founding of Chessire Gibson in the U.K. Our brand, Cushman & Wakefield, was founded in 1917 in New York.
Today, this pedigree, heritage and continuity continues to be recognized by our clients, employees and the industry. We are consistently named in the top four in our industry’s leading brand study, the Lipsey Company’s Top 25 Commercial Real Estate Brands.
Today, this pedigree, heritage and continuity continues to be recognized by our clients, employees and the broader industry. We are consistently named in the top four in our industry’s leading brand study, the Lipsey Company’s Top 25 Commercial Real Estate Brands.
You should specifically consider the factors identified in this Annual Report that could cause actual results to differ before making an investment decision to purchase our ordinary shares. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. 11 Table of Contents
You should specifically consider the factors identified in this Annual Report that could cause actual results to differ before making an investment decision to purchase our common shares. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect us. 11 Table of Contents
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.
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 and licensing requirements applicable to, or maintain adequate insurance coverage for, 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.
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 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, data centers and life sciences. Our Iconic Brand.
Our global talent management team supports employees’ career growth through learning programs and professional development while equipping leaders to empower and grow their teams through talent assessment, succession planning and performance reviews. We offer a full suite of learning and development activities through on-the-job training, e-learning, mentoring and instructor-led learning modules.
Our global talent management team supports employees’ career growth through learning programs and professional development while equipping leaders to empower and grow their teams through talent assessment, succession planning and performance reviews. We offer a full suite of learning and development activities through on-the-job training, online learning, mentoring and instructor-led learning modules.
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.
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 revenue also flows through to net income and cash flow from operations.
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.
We have built an integrated and 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.
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.
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.
We have gained third-party recognition as a provider and employer of choice, having consistently been named in the top four in our industry’s leading brand study, the Lipsey Company’s Top 25 Commercial Real Estate Brands, and a leading global real estate services firm by the International Association of Outsourcing Professionals.
We have gained third-party recognition as a provider and employer of choice, having consistently been named in the top four in our industry’s leading brand study, the Lipsey Company’s Top 25 Commercial Real Estate Brands, and a leading global outsourcing service provider by the International Association of Outsourcing Professionals.
Leasing fees are typically earned after a lease is signed and are calculated as a percentage of the total value of rent payable over the life of the lease. Capital markets . We represent both buyers and sellers in real estate purchase and sale transactions, and we arrange financing supporting purchases.
Leasing fees are typically earned after a lease is signed and are calculated as a percentage of the total value of rent payable over the life of the lease. Capital markets . We represent both buyers and sellers in real estate purchase and sale transactions, and we arrange equity, debt and structured financing supporting real estate purchases.
Our clients vary greatly in size and complexity and include for-profit and non-profit entities, governmental entities and public and private companies. Seasonality The market for some of our products and services is seasonal, especially in the Leasing and Capital markets service lines.
Our clients vary greatly in size and complexity and include for-profit and non-profit entities, governmental entities and public and private companies. 7 Table of Contents Seasonality The market for some of our products and services is seasonal, especially in the Leasing and Capital markets service lines.
Depending on the product or service, we face competition from other commercial real estate services providers, outsourcing companies, in-house corporate real estate departments, developers, institutional lenders, insurance companies, investment banking firms, investment managers, and accounting and consulting firms.
Depending on the geography or service, we face competition from other commercial real estate services providers, outsourcing companies, in-house corporate real estate departments, institutional lenders, insurance companies, investment banking firms, investment managers, and accounting and consulting firms.
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.
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 on Form 10-K (this “Annual Report”). All reports required to be filed with the U.S.
Ultimately, our commitment to an environment where opportunity is accessible to all is designed to create long-term value for our shareholders. 8 Table of Contents Learning and Development We seek to develop a skilled workforce that operates with rigor and outperforms for our clients.
Ultimately, our commitment to an environment where opportunity is accessible to all is designed to create long-term value for our shareholders. Learning and Development We seek to develop a skilled workforce that operates with rigor and outperforms for our clients.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “strives,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “target,” “goal,” “projects,” “forecasts,” “shall,” “contemplates” or the negative version of those words or other comparable words.
These statements can be identified by the fact that they do not relate strictly to historical or current facts, and you can often identify these forward-looking statements by the use of forward-looking words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seek,” “strives,” “predict,” “intends,” “plans,” “estimates,” “anticipate,” “target,” “goal,” “projects,” “forecasts,” “shall” or the negative version of those words or other comparable words.
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 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.
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.
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. With a client-centric operating model, we align ourselves to our clients’ success. Competition We compete across various geographies, markets and service lines within the commercial real estate services industry.
We believe multinational clients prefer to partner with real estate services providers with the scale necessary to meet their needs across multiple geographies and service lines. Often, this scale is a prerequisite to compete for complex global service mandates.
We attribute our position to the following competitive strengths: Global Size and Scale. We believe multinational clients prefer to partner with real estate services providers with the scale necessary to meet their needs across multiple geographies and service lines. Often, this scale is a prerequisite to compete for complex global service mandates.
In owner representation leasing, we typically contract with a building owner on a multi-month or multi-year agreement to lease their available space.
In owner representation leasing, we typically contract with a building owner on a multi-month or multi-year agreement to provide strategic advice and execution to lease their available space.
Our services include investment sales and equity, debt and structured financing. Fees generated are linked to transactional volume and velocity in the commercial real estate market. Our Capital markets fees are transactional in nature and generally earned at the close of a transaction as a percentage of the total value of the transaction. Valuation and other .
Capital markets fees generated are linked to transactional volume and velocity in the commercial real estate market. Our Capital markets fees are transactional in nature and generally earned at the close of a transaction as a percentage of the total value of the transaction. Valuation and other .
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.
Occupiers and investors 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.
The forward-looking statements made in this Annual Report are made only as of the date of this Annual Report. We do not undertake any obligation to publicly update or review any forward-looking statement except as required by law, whether as a result of new information, future developments or otherwise.
The forward-looking statements made in this Annual Report are made only as of the date of this Annual Report. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of events or circumstances, new information, future developments or otherwise after the date of this report, except as required by applicable securities laws.
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.
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 73%, 10% and 17% of our 2025 total revenue and 71%, 13% and 16% of our 2025 service line fee revenue, respectively.
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 largest service line based on revenue includes property management, facilities management, facilities services and project management services. Revenues in this service line are generally recurring in nature, many through multi-year contracts with relatively high switching costs. For real estate occupiers, we offer integrated facilities management, portfolio administration, transaction management and strategic consulting.
Owner and Occupier Clients Our clients include a full range of real estate owners and occupiers, including tenants, investors and multinational companies in numerous markets, including office, retail, industrial, multifamily, student housing, hotels, data centers, healthcare, self-storage, land, condominium conversions, subdivisions and special use.
Occupier and Investor Clients Our clients include a full range of real estate occupiers and investors, including tenants, investors and multinational companies in numerous markets, including office, industrial, logistics, multifamily, retail, data centers, life-sciences, healthcare, student housing, self-storage, land and special use.
Like our competitors that operate various service lines in many jurisdictions, we are subject to numerous U.S. federal, state, local and non-U.S. laws and regulations. Compliance failures or regulatory action could adversely affect our business.
Some of our service lines are also subject to regulation and oversight by the SEC or other foreign and state regulators or self-regulatory organizations. Like our competitors that operate various service lines in many jurisdictions, we are subject to numerous U.S. federal, state, local and non-U.S. laws and regulations. Compliance failures or regulatory action could adversely affect our business.
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.
Those few firms with scalable operating platforms are best positioned to improve their profitability and market share as real estate occupiers and investors become increasingly global and require commercial real estate services partners that can match their geographic reach and complex real estate needs. 5 Table of Contents Demand for Higher Quality Assets.
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.
We are a firm built around the belief 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.
Leasing and Capital markets real estate professionals in EMEA and APAC work on a salary basis, with an additional performance bonus based on a share of the profits of their business unit. Even within our geographic segments, our service lines’ employee base includes a mix of professional and non-salaried employees.
Leasing and Capital markets real estate professionals in EMEA and APAC work on a salary basis, with an additional performance bonus based on a share of the profits of their business unit.
We believe that a thriving workforce drives innovation by offering fresh perspectives, inspiring creativity and enhancing problem-solving, which strengthens our ability to manage risks and deliver exceptional results for our employees, clients and partners.
By nurturing an environment of curiosity, continuous learning, growth and belonging, we ensure that every individual has the opportunity to thrive and contribute meaningfully. We believe that a thriving workforce drives innovation by offering fresh perspectives, inspiring creativity and enhancing problem-solving, which strengthens our ability to manage risks and deliver exceptional results for our employees, clients and partners.
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.
Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services. In 2025, 2024 and 2023, we generated revenues of $10.3 billion, $9.4 billion and $9.5 billion, respectively.
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.
By revenue, our largest country was the United States, representing 69%, 71% and 72% of revenue in the years ended December 31, 2025, 2024 and 2023, respectively, followed by Australia, representing 5% of revenue in each of the years ended December 31, 2025, 2024 and 2023, respectively. Our Service Lines Services .
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.
We have invested in our people and technology and built an integrated global platform that provides quality advice and deep sector knowledge to our clients through an extensive network in nearly 60 countries. This scale provides operational leverage, translating revenue growth into increased profitability. Solutions for a Complex and Evolving Built World.
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.
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. Our mission is to cultivate a culture that fosters a deep sense of belonging and engagement.
This global footprint, complemented by a full suite of service offerings, positions us as one of a small number of providers able to respond to complex global mandates from large multinational occupiers and owners.
Our Principal Services and Regions of Operation Our global presence and integrated platform enable us to provide a broad base of services across geographies. This global footprint, complemented by a full suite of service offerings, positions us as one of a small number of firms able to provide solutions to complex global mandates from large multinational occupiers and investors.
In alignment with our Environment Policy and ongoing sustainability efforts, in 2021 we set and publicly announced science-based targets for greenhouse gas (“GHG”) emissions reductions across our value chain, in both our own offices and properties we manage on behalf of clients.
In 2025, as part of our commitment to science-based climate action, we updated and extended our science-based targets for greenhouse gas (“GHG”) emissions reductions across our value chain, in both our own offices and properties we manage on behalf of clients.
Item 1. Business Overview Cushman & Wakefield plc (together with its subsidiaries, “Cushman & Wakefield,” “ the Company ,” “we,” “ours” and “us” ) is a leading global commercial real estate services firm that makes a meaningful impact for our people, clients, communities and world.
Item 1. Business. Cushman & Wakefield Ltd. (together with its subsidiaries, “Cushman & Wakefield,” “the Company,” “we,” “ours” and “us”) is a leading global commercial real estate services firm driven to solve complex problems for real estate occupiers and investors.
Regulation The brokerage of real estate sales and leasing transactions, property and facilities management, project management, conducting real estate valuation and securing debt for clients, among other service lines, require that we comply with regulations and maintain licenses in the various jurisdictions in which we operate.
The information contained on or accessible through our website, including our 2024 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. 9 Table of Contents Regulation The brokerage of real estate sales and leasing transactions, property and facilities management, project management, conducting real estate valuation and securing debt for clients, among other service lines, require that we comply with regulations and maintain licenses in the various jurisdictions in which we operate.
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.
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. Additional information regarding our environmental practices and progress towards these targets can be found in our 2024 Sustainability Report, available on our website.
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.
We operate the following service lines within each of our segments: (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other, representing 66%, 21%, 8% and 5% of our 2025 revenue, respectively, and 51%, 30%, 12% and 7% of our 2025 service line fee revenue, respectively.
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.
Global Services Providers Create Value in a Fragmented Industry. Clients are choosing to outsource commercial real estate services to global firms that can provide a fully integrated platform.
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.
For real estate investors, we offer a variety of property management services, which include client accounting, engineering and operations, lease administration, tenant experience and residential property management. 4 Table of Contents In addition, we offer globally to both occupiers and investors (i) self-performed facilities services, which include janitorial, maintenance, critical environment management, landscaping and office services, (ii) project management, (iii) workplace consulting and (iv) sustainability services.
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).
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 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.
We strive to build an engaged workforce with a culture of continuous improvement 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 and to stay ahead of industry trends.
Today, Cushman & Wakefield is one of the top three real estate services providers as measured by revenue and workforce.
Since 2014, we have built a company with the scale and global footprint to effectively serve our multinational and local clients’ needs. Today, Cushman & Wakefield is one of the top three real estate services providers as measured by revenue and workforce.
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.
Our Competitive Strengths Our business is designed and built around the goal of providing strategic advice to our clients on how to use real assets to advance their corporate objectives. We believe we are well positioned to capitalize on the growth opportunities and globalization trends in the commercial real estate services industry.
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.
These renewed targets are as follows: • Reduce absolute Scope 1 and 2 emissions across our corporate offices and operations by 73.12% by 2034 (from a 2019 base year); • Reduce Scope 3 emissions by 66.33% per square foot of managed area for clients by 2034 (from a 2019 base year); and • Achieve net zero for Scopes 1, 2 and 3 GHG emissions by 2050.
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.
The Redomiciliation resulted in the Cushman & Wakefield group parent company changing its jurisdiction of incorporation from England and Wales to Bermuda. As the parent company, Cushman & Wakefield Ltd. does not conduct any operations other than with respect to its direct and indirect ownership of its subsidiaries.
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.
Approximately 7,000 (or 13%) of our employees are covered by collective bargaining agreements, the substantial majority of whom are employed in facilities services. Costs related to approximately 45% of our employees are fully reimbursed by clients. Culture and Opportunity We are dedicated to recruiting, developing and retaining the highest-caliber talent.
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.
For the 14th consecutive year, we have been named as a leader in the International Association of Outsourcing Professionals’ top 100 outsourcing professional service firms. In addition, we have been recognized as a Top Ten Military Friendly® Employer for four consecutive years. Highly Focused Team with a Bias to Action .
Intellectual Property We hold various trademarks and trade names worldwide, which include the “Cushman & Wakefield” and “DTZ” names.
Even within our geographic segments, our service lines’ employee base includes a mix of professional and non-salaried employees. 8 Table of Contents Intellectual Property We hold various trademarks and trade names worldwide, which include the “Cushman & Wakefield” and “DTZ” names.
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.
Led by an experienced executive team, our approximately 53,000 employees in over 350 offices and nearly 60 countries provide exceptional problem-solving, advisory and execution across the built environment, and manage approximately 6.5 billion square feet of commercial real estate globally.
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.
In 2025, our Services business, which is recurring and contractual in nature, generated 66% of our total revenue.
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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.
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The sector also continues to be fragmented among regional, local and boutique providers. This complexity, as well as improvements in several underlying macroeconomic factors, drove growth and continued resilience in many asset classes and service lines in 2025, as evidenced by revenue growth in each of our service lines compared to 2024.
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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.
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The commercial real estate market continues to experience a “flight-to-quality” trend across property sectors, in which occupiers gravitate towards newer, higher-grade buildings with top-tier amenities. Occupiers are demonstrating a stronger preference for premium assets, as demonstrated in recent years by a higher number of Class A office property leasing transactions in the United States.
Removed
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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This shift toward higher-quality space reflects evolving corporate priorities related to building amenities, sustainability and operational efficiency, and may create opportunities for real estate service providers as clients seek to optimize workplace experiences. Technology and Artificial Intelligence Driving Growth. Across industries, artificial intelligence (“AI”) and automation have begun to drive new investments and innovation.
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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.
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This growth has impacted demand for certain types of commercial real estate, especially data centers, as AI’s physical footprint and its need for power, cooling and connectivity is driving additional demand for these spaces.
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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.
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In addition, we are focused on management development to drive strong operational performance and continuing innovation. Technology to Improve Client Experience Through Data-Driven Insights . We invest in and leverage technology to empower our advisors, services and research professionals to support client outcomes with data-driven insights, AI-powered information and automation. Significant Recurring Revenue Resilient to Changing Economic Conditions.
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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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We have strengthened our core operations, established a culture of operating with discipline and increased the level of data we use to make decisions, focusing on profitability and driving long-term growth. We have a balanced portfolio of businesses, generating consistent cash flow and the Cushman & Wakefield brand is well known across the globe.
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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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Our experienced management team is focused on accelerating revenue, enhancing earnings per share, continuing to reduce leverage and recruiting and retaining top talent.
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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”).
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To support our vision, we plan to leverage the scale of our global platform and invest in advanced technologies to win new business, retain and expand existing client relationships while moving up the value chain and capture market share in high-growth asset classes, such as data centers.
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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.
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We aim to bring data-driven insights to clients, providing the most insightful and forward-thinking solutions. In addition, we intend to continue investing in high-caliber talent, creating an environment where they can thrive and drive meaningful impact.
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Institutional 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.
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By prioritizing our employees, we are building a high-performing company—one that is positioned to seize new opportunities, drive sustainable growth and set the standard for excellence in our industry. Our approach to client relationships is centered on collaboration and transparency.
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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.
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(NYSE: CBRE), Colliers International Group Inc. (Nasdaq: CIGI) and Newmark Group Inc. (Nasdaq: NMRK).

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile we have not experienced a material effect to date on our effective tax rate, financial position, income taxes or results of operations as a result of Pillar Two , OECD initiatives (or other actions in response to OECD initiatives) could have an impact on our results of operations and financial position in the future as resulting tax laws continue to go into effect. 16 Table of Contents A failure by third parties to comply with contractual, regulatory or legal requirements could result in economic or reputational harm to us.
Biggest changeSuch legislation and initiatives (or other action items provided by the OECD) could have an impact on our results of operations and financial position in the future as resulting tax laws continue to go into effect. 19 Table of Contents Bermuda’s limited network of international tax treaties may present an incremental tax risk.
In addition, changes in tax laws or regulations and multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (“OECD”), including the “Pillar Two” initiative, increase tax uncertainty and could impact our effective tax rate and provision for income taxes.
In addition, changes in tax laws or regulations and multi-jurisdictional changes enacted in response to the action items provided by the Organization for Economic Co-operation and Development (the “OECD”), including the “Pillar Two” initiative, increase tax uncertainty and could impact our effective tax rate and provision for income taxes.
For 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.
For 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 M&A 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, M&A, 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.
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.
Specifically, these restrictions may affect and, in many respects, 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 M&A, 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.
Our business activities are subject to a number of laws that prohibit corruption, including anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act; import and export control laws; and economic and trade sanctions programs, including rules administered by the U.S. Office of Foreign Assets Control.
Our business activities are subject to a number of laws that prohibit corruption, including anti-bribery laws such as the U.S. Foreign Corrupt Practices Act; import and export control laws; and economic and trade sanctions programs, including rules administered by the U.S. Office of Foreign Assets Control.
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.
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 results of operations could be materially adversely affected.
Additionally, due to our changing currency exposures and the volatility of currency exchange rates, we cannot predict the degree to which exchange rate fluctuations will affect our future operating results. Significant portions of our revenue and cash flow are seasonal, which could cause our results of operations and liquidity to fluctuate significantly.
Additionally, due to our changing currency exposures and the volatility of currency exchange rates, we cannot predict the degree to which exchange rate fluctuations will affect our future results of operations. Significant portions of our revenue and cash flow are seasonal, which could cause our results of operations and liquidity to fluctuate significantly.
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.
Under our current capital allocation strategy, we intend to retain future earnings, if any, for future operation, expansion, debt repayment and potential share repurchases, and we do not intend to pay any cash dividends for the foreseeable future.
A delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines and our overall business, financial conditions, and operating results.
A delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines and our overall business, financial conditions and results of operations.
We rely on third parties, including subcontractors, to perform activities on behalf of our organization to improve quality, increase efficiencies, cut costs and lower operational risks across our business and the services we provide. We have instituted a Global Vendor/Supplier Integrity Policy, which sets out the standards of conduct we expect our vendors and suppliers to uphold.
We rely on third parties, including subcontractors, to perform activities on behalf of our organization in order to improve quality, increase efficiencies, cut costs and lower operational risks across our business and the services we provide. We have instituted a Global Vendor/Supplier Integrity Policy, which sets out the standards of conduct we expect our vendors and suppliers to uphold.
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.
Our contracts with these third parties typically impose contractual obligations 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.
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.
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 16 Table of Contents 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.
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.
We also could be subject to audits, fines and/or regulatory actions 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.
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.
We are party to a credit agreement (as amended from time to time, the “2018 Credit Agreement”) which governs $1.7 billion in aggregate principal amount of outstanding term loans (the “Term Loans”), a $1.0 billion revolving credit facility (the “Revolver”) under which no funds are currently drawn, and any future indebtedness issued thereunder.
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.
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 recruit or retain such personnel to the same extent that we have in the past.
Item 1A. Risk Factors An investment in our ordinary shares involves risks and uncertainty, including, but not limited to, the risk factors described below. If any of the risks described below actually occur, our business, financial condition and results of operations could be materially and adversely affected.
Item 1A. Risk Factors. An investment in our common shares involves risks and uncertainty, including, but not limited to, the risk factors described below. If any of the risks described below actually occur, our business, financial condition and results of operations could be materially and adversely affected.
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.
If we do not continue to develop and maintain effective strategies, operational practices, 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.
These arrangements involve many of the same risks as acquisitions, but in addition we may not have the ability to direct the management or policies of a partnership, alliance firm, investment or joint venture, particularly if we are the minority owner.
These arrangements involve many of the same risks as M&A, but in addition we may not have the ability to direct the management or policies of a partnership, alliance firm, investment or joint venture, particularly if we are the minority owner.
Certain laws, regulations and standards across the globe impose requirements regarding cybersecurity, data privacy and the security of information maintained by us, our clients and our vendors, as well as increasing reporting obligations in the event of a material cybersecurity incident.
Certain laws, regulations and standards across the globe impose requirements regarding cybersecurity, AI governance, data privacy and the security of information maintained by us, our clients and our vendors, as well as increasing reporting obligations in the event of a material cybersecurity incident.
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.
If we or our personnel 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.
We are subject to claims by participants in real estate sales and leasing transactions, as well as by building owners, tenants and occupiers for whom we provide management services, claiming that we did not fulfill our obligations.
We are subject to claims by participants in real estate sales and leasing transactions, as well as by building owners, tenants and occupiers for whom we provide management services, alleging that we did not fulfill our obligations.
If we or our management team are perceived as aligned with a particular political ideology, it may negatively affect our reputation, brand and ability to attract or retain certain clients. Conflicting political ideologies could also lead to workplace challenges, including increased tensions or reduced collaboration, making it difficult for us to attract or retain key employees.
If we or our management team are perceived as aligned with a particular political ideology, it may negatively affect our reputation, brand and ability to attract or retain certain clients. Conflicting political ideologies could also lead to workplace challenges, including increased tensions or reduced collaboration, making it more difficult for us to attract or retain key personnel.
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.
Events like fires, earthquakes, tornadoes, hurricanes, floods, other natural disasters, global health crises, building defects, terrorist attacks, mass shootings, government intervention or property seizure 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.
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.
Any future growth through M&A 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.
I f they persist long-term, these effects could also cause a decline in demand for commercial real estate in certain regions or with certain clients. Additionally, we face climate-related transition risks, including shifts in market preferences toward low carbon solutions and sustainable products and services.
If they persist long-term, these effects could also cause a decline in demand for commercial real estate in certain regions or with certain clients. Additionally, we face climate-related transition risks, including shifts in market preferences toward low carbon solutions and sustainable products and services.
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.
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 (including income and payroll), antitrust and employment laws and anti-bribery, anti-money laundering and anti-corruption laws.
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.
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 21 Table of Contents exceptions.
Nevertheless, failure to achieve such goals, or a perception of our failure to achieve them, could result in reputational damage, client dissatisfaction and, in turn, reduced revenue and profitability. Furthermore, we may be subject to environmental liability as a result of our role as a property, facility or project manager.
Nevertheless, failure to achieve such goals, or a perception of our failure to achieve them, could result in reputational damage, client dissatisfaction and, in turn, reduced revenue and profitability. 20 Table of Contents Furthermore, we may be subject to environmental liability as a result of our role as a property, facility or project manager.
In particular, some of our clients continued to face challenges when attempting to procure credit or financing in 2024 due to challenging lending conditions and higher capital costs.
In particular, some of our clients continued to face challenges when attempting to procure credit or financing in 2025 due to challenging lending conditions and higher capital costs.
These ratings, and any downgrades or any written notice of any intended downgrading or of any possible change, may 19 Table of Contents affect our ability to borrow or to refinance or reprice our existing indebtedness as well as increase the costs of our future borrowings.
These ratings, and any downgrades or any written notice of any intended downgrading or of any possible change, may affect our ability to borrow or to refinance or reprice our existing indebtedness as well as increase the costs of our future borrowings.
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.
Information technology and communications systems of ours 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, personnel errors or malfeasance, or other events which are beyond our control.
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.
Clients have in the past and may continue in the future 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.
Despite the compliance programs we have in place, we may not be successful in complying with these laws in all situations and violations may result in material fines, penalties, and other costs or sanctions against us. Furthermore, our efforts to comply with developments in these laws may adversely impact our business. Our operations are subject to foreign currency volatility.
Despite the compliance programs we have in place, we may not be successful in preventing or detecting violations in all circumstances, and violations may result in material fines, penalties, and other costs or sanctions against us. Furthermore, our efforts to comply with developments in these laws may adversely impact our business. Our operations are subject to foreign currency volatility.
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.
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, terrorism, rule of law instability, armed conflicts and civil unrest in certain regions; • difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures; 12 Table of Contents • rising insurance premiums across key coverage areas, which may reduce the availability and affordability of adequate insurance coverage; • 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 and duties, 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.
In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks and via third-party providers. This data includes proprietary business information and intellectual property of ours and of our clients, as well as personal identifiable information (“PII”) of our employees, clients, contractors and vendors.
In the ordinary course of our business, we collect and store sensitive data in our data centers, on our networks and via third-party providers. This data includes proprietary business information and intellectual property of ours and of our clients, as well as personally identifiable information (“PII”) of our personnel, clients, contractors and vendors.
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.
Our business, financial condition, results of operations and prospects could be adversely affected by our failure to comply with existing and new laws, regulations and licensing requirements applicable to, or maintain adequate insurance coverage for, 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.
A significant and sustained decline in our future cash flows, a significant adverse change in the economic environment, slower growth rates or the decline of our ordinary share price below our net book value per share for a sustained period could result in the need to perform additional impairment analysis in future periods.
A 18 Table of Contents significant and sustained decline in our future cash flows, a significant adverse change in the economic environment, slower growth rates or the decline of our common share price below our net book value per share for a sustained period could result in the need to perform additional impairment analysis in future periods.
Our amount of indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in compliance with our debt covenants and make payments on our indebtedness. We have a substantial amount of indebtedness. As of December 31, 2024, our total indebtedness, including finance lease liabilities, was approximately $3.0 billion.
Our amount of indebtedness may adversely affect our available cash flow and our ability to operate our business, remain in compliance with our debt covenants and make payments on our indebtedness. We have a substantial amount of indebtedness. As of December 31, 2025, our total indebtedness, including finance lease liabilities, was approximately $2.7 billion.
Competition for these personnel is significant, and our industry is subject to a relatively high turnover of brokers and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel.
Competition for these personnel is significant, and our industry is 13 Table of Contents subject to a relatively high turnover of advisors and other key revenue producers, and we may not be able to successfully recruit, integrate or retain sufficiently qualified personnel.
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.
If confidential information, including material nonpublic information or PII we or our vendors and suppliers maintain or process on our behalf, 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.
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.
The Company and certain of our subsidiaries and service lines are subject to regulation and oversight by the SEC and NYSE or other foreign and state regulators or self-regulatory organizations.
If we were to conclude that a future write-down of goodwill or other intangible assets is necessary, then we would record such additional charges, which could materially adversely affect our results of operations.
If we were to conclude that a future write-down of goodwill or equity method investments is necessary, then we would record such additional charges, which could materially adversely affect our results of operations.
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.
In addition, these third parties face their own technology, operating and economic risks, and any significant failures by them 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.
Any impairment of goodwill or other intangible assets as a result of such analysis would result in a non-cash charge against earnings, and such charge could materially adversely affect our reported results of operations, shareholders’ equity and our ordinary share price.
Any impairment of goodwill or equity method investment as a result of such analysis would result in a non-cash charge against earnings, and such charge could materially adversely affect our reported results of operations, shareholders’ equity and our common share price.
Failure to fulfill these obligations could subject us or our sales professionals or independent contractors to litigation from parties who purchased, sold or leased properties that we brokered or managed in the jurisdictions in which we operate.
Failure, or alleged failure, to fulfill these obligations could subject us, our sales professionals or independent contractors to litigation or regulatory actions by parties that have purchased, sold or leased properties that we brokered or managed in the jurisdictions in which we operate.
Our goodwill and other intangible assets could become impaired, which may require us to take significant non-cash charges against earnings. Under current accounting guidelines, we must assess, at least annually and potentially more frequently, whether the value of our goodwill and other intangible assets has been impaired.
Our goodwill or our equity method investments could become impaired, which may require us to take significant non-cash charges against earnings. Under current accounting guidelines, we must assess at least annually for goodwill and at least quarterly for equity method investments, and potentially more frequently, whether the value of our goodwill or equity method investments has been impaired.
Changes in political landscapes, including the new administration in the United States, may result in shifts in legal, regulatory or policy frameworks, which may increase our costs, result in labor challenges, require us to quickly adapt our business practices or result in decreased competitiveness. Political polarization can also influence client behavior and perceptions.
Changes in political landscapes, including changes in government leadership or policy priorities, may result in shifts in legal, regulatory or policy frameworks, which in turn may increase our costs, result in labor challenges, require us to quickly adapt our business practices or result in decreased competitiveness. Political polarization can also influence client behavior and perceptions.
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.
The secure processing, maintenance and transmission of this information is critical to our operations. Our information technology and infrastructure may be vulnerable to attacks by various threat actors or to breaches due to personnel error, malfeasance or other disruptions.
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.
We may incur additional indebtedness from time to time to fund our working capital requirements or, to finance strategic M&A, investments or joint ventures or for other strategic purposes, subject to the restrictions contained in the agreements governing our indebtedness.
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.
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 common shares unless you sell our common shares for a price greater than what you initially paid for them. 24 Table of Contents Item 1B. Unresolved Staff Comments. None.
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.
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. Negative perceptions or publicity could materially and adversely affect our results of operations and financial condition.
Historically, a significant component of our growth has been generated by acquisitions.
Historically, a significant component of our growth has been generated by mergers and acquisitions (“M&A”).
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.
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.
However, future increases in interest rates could affect our ability to pursue such transactions and adversely impact the amount of interest expense we incur on our indebtedness. Despite our current indebtedness levels, we and our subsidiaries may still be able to incur more indebtedness, which could further exacerbate the risks associated with our leverage.
Accordingly, any future increases in interest rates could significantly increase the amount of interest expense we incur on our indebtedness. Despite our current indebtedness levels, we and our subsidiaries may still be able to incur more indebtedness, which could further exacerbate the risks associated with our leverage.
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 material 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. 15 Table of Contents A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputation.
Additionally, heightened political 17 Table of Contents polarization could escalate into social or civil unrest, posing risks to employee safety or disrupting our operations. Such unrest could also lead to economic instability, creating unpredictable market conditions that could adversely affect demand for our services and our results of operations.
Additionally, heightened political polarization could escalate into social or civil unrest, posing risks to personnel safety or disrupting our operations. Such unrest could also lead to economic instability and cause unpredictable market conditions that could adversely affect demand for our services and our results of operations, as discussed in further detail above.
These laws and regulations are increasing in scope, complexity and number across the different jurisdictions in which we operate, which requires significant resources and attention and has resulted in greater compliance risks for us. Additionally, certain jurisdictions are developing, or have issued, regulations regarding AI use.
These laws and regulations are increasing in scope, complexity and number across the different jurisdictions in which we operate, which require significant resources and attention and have resulted in greater compliance risks for us.
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.
Further, changes in environmental laws or regulations across the globe, including emissions and other climate-related reporting requirements, which could result in us being subject to differing requirements in multiple jurisdictions, increase our sustainability compliance and reporting costs or increase the risk that we are subject to litigation or government enforcement actions.
Our success depends upon our ability to attract and retain qualified revenue-producing employees and senior management. We are dependent upon the retention of our Leasing and Capital markets professionals, who generate a significant amount of our revenues, as well as other revenue producing professionals.
We are dependent upon the retention of our Leasing and Capital markets professionals, who generate a significant amount of our revenues, as well as other revenue-producing professionals.
The departure of any of our key employees, including our senior executive leadership, or the loss of a significant number of key revenue producers, if we are unable to quickly hire and integrate qualified replacements, could cause our business, financial condition and results of operations to suffer.
The departure of any of our key personnel, including our senior management, or the loss of a significant number of key revenue-producing advisors, if we are unable to quickly hire and integrate qualified replacements, could materially adversely affect our business, financial condition and results of operations.
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.
Cybersecurity attacks, including attacks that are not ultimately successful, could lead to unauthorized release of confidential information, remediation costs, fines, litigation or regulatory action against us and significant damage to our reputation.
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.
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. Like others in our industry, we face ongoing attempts to compromise systems and data.
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.
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.
Depending on the geography, property type or service line, we face competition from other commercial real estate services providers, outsourcing companies, in-house corporate real estate departments, developers, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms and consulting firms.
Our relative 17 Table of Contents competitive position varies significantly across geographies, property types and service lines. Depending on the geography or service, we face competition from other commercial real estate services providers, outsourcing companies, in-house corporate real estate departments, institutional lenders, insurance companies, investment banking firms, investment managers, accounting firms and consulting firms.
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.
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 reputation or financial condition or results of operations.
Moreover, the integration of AI by us or by our third-party service providers may pose new or unknown cybersecurity risks. Further, other incidents of theft, loss, disclosure, corruption, exposure, misappropriation, or misuse of PII or proprietary business data, whether resulting from employee error, employee malfeasance or otherwise, could similarly result in adverse effects on our business operations and financial condition.
Further, other incidents of theft, loss, disclosure, corruption, exposure, misappropriation, or misuse of PII or proprietary business data, whether resulting from personnel error, personnel malfeasance or otherwise, could similarly result in adverse effects on our business operations and financial condition.
If our third parties do not meet contractual, regulatory or legal requirements, or do not have the proper safeguards and controls in place, we could be exposed to increased operational, regulatory, financial or reputational risks.
However, these policies, contractual provisions and screening processes may not prevent or detect all instances of third-party noncompliance, misconduct or failure. If our third parties do not meet contractual, regulatory or legal requirements, or do not have the proper safeguards and controls in place, we could be exposed to increased operational, regulatory, financial or reputational risks.
We value the expansion of business relationships with individual corporate clients because of the increased efficiency and economics that can result from performing a broader range of services for the same client. Although our client portfolio is currently highly diversified, as we grow our business, relationships with certain corporate clients may increase, and our client portfolio may become increasingly concentrated.
We value the expansion of business relationships with individual corporate clients because of the increased efficiency and economics that can result from performing a broader range of services for the same client.
If competitive pressures lead us to accept higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients could increase and may not be fully insured. Failure to maintain and execute information technology strategies could materially and adversely affect our ability to remain competitive in the market.
If competitive pressures lead us to accept higher levels of potential liability under our contracts, the cost of operational errors and other activities for which we have indemnified our clients could increase and may not be fully covered by insurance, which could adversely affect our business, financial condition and results of operations.
For example, the Corporate Sustainability Reporting Directive (CSRD) in the European Union (“EU”), with reporting requirements that go into effect in 2025, other directives in the EU, and the recent climate disclosure rules in the State of California are expected to increase our sustainability compliance and reporting costs.
For example, in 2025, we incurred costs in preparing for the Corporate Sustainability Reporting Directive in the European Union (“EU”), other climate-related directives in the EU and climate disclosure rules in the State of California and, as we become subject to phased in requirements, these regimes are expected to increase our sustainability compliance and reporting costs.
Furthermore, we may face claims of infringement or other violations of third-party intellectual property rights, including internationally, which may restrict us from leveraging our brand in a manner consistent with our business goals. The concentration of business with specific corporate clients can increase business risk, and our business can be adversely affected by a loss of certain of these clients.
Any unauthorized use by third parties of our brand may adversely affect our business. Furthermore, we may face claims of infringement or other violations of third-party intellectual property rights, including internationally, which may restrict us from leveraging our brand in a manner consistent with our business goals.
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.
These terms could have an adverse effect on our business by limiting our ability to take advantage of financing, M&A, capital expenditures or other opportunities. A breach of the restrictive covenants in the 2018 Credit Agreement or the Senior Note Indentures could result in an event of default.
Failure to achieve the anticipated benefits of any completed acquisitions could adversely affect our business, financial condition and results of operations. 15 Table of Contents We have also entered into strategic partnerships, alliances, investments and joint ventures from time to time to conduct certain businesses or to operate in certain geographies, and we will consider doing so in appropriate situations in the future.
We have also entered into strategic partnerships, alliances, investments and joint ventures from time to time to conduct certain businesses or to operate in certain geographies, and we will consider doing so in appropriate situations in the future.
It can be difficult to compare period-over-period financial statements when the movement in currencies against the USD does not reflect trends in the local underlying business as reported in its local currency.
These currency fluctuations have both positively and adversely affected our results of operations measured in USD in the past and are likely to do so in the future. It can be difficult to compare period-over-period financial statements when the movement in currencies against the USD does not reflect trends in the local underlying business as reported in its local currency.
Further, to the extent we are held to have been negligent in connection with our management of such affected properties, we could incur significant financial liabilities and reputational harm.
Further, to the extent we are held to have been negligent in connection with our management of such affected properties, we could incur significant financial liabilities and reputational harm. Our historical growth has benefited from mergers, acquisitions and investments, which may not perform as expected, and similar opportunities may not be available in the future.
Incurring additional indebtedness would increase the risks associated with our leverage, including our ability to service our indebtedness. 20 Table of Contents Risks Related to Our Common Stock Under our current capital allocation strategy, we do not intend to pay cash dividends on our ordinary shares for the foreseeable future.
Risks Related to Our Common Shares Under our current capital allocation strategy, we do not intend to pay cash dividends on our common shares for the foreseeable future.
Negative perceptions or publicity regarding these matters, even if non-material or from isolated incidents or inaccurate information, could erode trust and confidence in us, damage our reputation or make it difficult for us to attract or 12 Table of Contents retain clients.
Negative perceptions or publicity regarding these matters, whether or not accurate or material, could erode trust and confidence in us, damage our reputation or make it difficult for us to attract or retain clients. Unfavorable perceptions of our brand and reputation could also make it more difficult to attract and retain talented personnel.
Our business relies heavily on the use of software and commercial real estate data, some of which is purchased or licensed from third-party providers for which there is no certainty of uninterrupted availability.
Our business relies heavily on the use of software and commercial real estate data, some of which is purchased or licensed from third-party providers, whose uninterrupted availability may be affected by outages, system failures, downtime, disaster-recovery events or other disruptions beyond our control.
Content posted on social media channels can also cause rapid, widespread reputational harm to our brand. Our brand and reputation may also be harmed by actions taken by third parties that are outside our control.
The increased use of social media and digital platforms may amplify the speed and scope of reputational harm to our brand. Our brand and reputation may also be harmed by actions taken by third parties that are outside our control.
Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or dependent upon third-party providers. Our ability to conduct our global business may be materially adversely affected by disruptions to these systems.
Interruption or failure of our information technology, communications systems or data services could impair our ability to provide our services effectively, which could materially harm our business, reputation, financial condition and results of operations. Our business requires the continued operation of information technology, communication systems and network infrastructure, many of which are supplied by or are dependent upon third-party providers.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur 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.
Biggest changeThe Audit Committee is charged with evaluating the Company’s overall guidelines, policies, processes and procedures with respect to information security and cybersecurity risks. Our CISO and our information security team provide in-depth reporting on cybersecurity risks to the Audit Committee at least twice a year and to the Board as needed.
Although our processes are designed to help prevent, detect, respond to and mitigate the impact of such incidents, there is no guarantee that they will be sufficient to prevent or mitigate the risk of a cyberattack or the potentially serious reputational, operational, legal or financial impacts that may result.
Although our processes are designed to help prevent, detect, contain, respond to and mitigate the impact of such incidents, there is no guarantee that they will be sufficient to prevent or mitigate the risk of a cyberattack or the potentially serious reputational, operational, legal or financial impacts that may result.
Item 1C. Cybersecurity Risk Management and Strategy The Company has established a cybersecurity program intended to protect our information assets and those information assets of our clients that come under our control. Our cybersecurity risk management processes include technical security controls, monitoring systems, operational processes and policies, and management oversight to assess, identify and manage risks from cybersecurity threats.
Item 1C. Cybersecurity. Risk Management and Strategy The Company has established a cybersecurity program designed to protect our information assets and those information assets of our clients that come under our control. Our cybersecurity risk management processes include technical security controls, monitoring systems, operational processes and policies, and management oversight to assess, identify and manage risks from cybersecurity threats.
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 current CISO has over 25 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.
In addition, we periodically engage third-party consultants and providers to assist us in assessing, testing, enhancing and monitoring our cybersecurity risk management programs and responding to any incidents. These third parties work in conjunction with the Company’s information security team in an effort to continuously improve our cyber risk posture.
In addition, we regularly engage third-party consultants and providers to assist us in assessing, testing, enhancing and monitoring our cybersecurity risk management programs and responding to any incidents. These third parties work in conjunction with the Company’s information security team in an effort to continuously improve our cyber risk posture.
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.
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 across our supply chain. We believe cybersecurity awareness is important in helping prevent cyber threats.
Additionally, role-based security training is provided to employees in certain higher-risk positions (including those who handle sensitive information, technology or funds), which is tailored to the heightened cybersecurity risks they face. We have experienced, and may in the future experience, whether directly or through our service providers or other channels, cybersecurity incidents.
Additionally, for employees in certain higher-risk positions (including those who handle sensitive information, technology or funds), we provide role-based security training tailored to address the heightened cybersecurity risks they face. We have experienced, and may in the future experience, whether directly or through our service providers or other channels, cybersecurity incidents.
See “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.
See “Risks Related to Our Business and Industry—A security breach or other threat relating to our information systems could lead to confidential information being exposed which could increase the risk of liability and damage our reputation” within Item 1A, “Risk Factors” in this Annual Report. 25 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.
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 CISO meets regularly with members of our senior management, including our executive officers. 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.
The information security team has established a security operations center and other partnerships with service providers to monitor for technology and security incidents which are actioned based on the Company’s incident response procedures. Our Board has overall responsibility for risk oversight, with its committees assisting our Board in performing this function based on their respective areas of expertise.
The information security team has established a security operations center and other partnerships with service providers to monitor for technology and security incidents which are actioned based on the Company’s incident response procedures.
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.
These updates include assessments of the threat landscape, and the adequacy of the Company’s computerized information system controls and related security, including global disaster recovery protocols, global data security compliance, updates on incidents, results of client security audits and reports on our investments in cybersecurity risk mitigation.
While prior incidents have not had a material impact on us, future incidents could have a material impact on our business, operations and reputation.
Moreover, the integration of AI by us or by our third-party service providers may pose new or unknown cybersecurity risks. While prior incidents have not had a material impact on us, future incidents could have a material impact on our operations, financial condition or reputation.
Removed
In addition, given its overall importance to the organization, our CISO also provides cybersecurity risk reporting to our Board on at least an annual basis as well as from time to time as needed. Our CISO meets regularly with members of our senior management, including our executive officers.
Added
For example, the Company has implemented network firewalls, network intrusion detection and prevention, penetration testing, anti-malware and access controls, and threat intelligence, among other technical safeguards.
Added
The Company established a cross-functional incident response committee to assess the materiality of cybersecurity incidents, and an executive committee, including the Chief Executive Officer, Chief Financial Officer, Chief People Officer and Chief Legal Officer, who provide final approval for any required disclosures based on those assessments.
Added
Our Board has overall responsibility for risk oversight, with its committees assisting our Board in performing this function based on their respective areas of expertise. Our Board has delegated oversight of risks related to cybersecurity to the Audit Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 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.
Biggest changeItem 2. Properties. Our principal executive offices are located at Canon’s Court, 22 Victoria Street, Hamilton HM 12, Bermuda, and our telephone number is +1 441-298-3300. We operate from over 350 company and affiliated offices in nearly 60 countries. We operate 205 offices in the Americas, 103 offices in EMEA and 64 offices in APAC.
Our 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.
Our real estate 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 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, litigation is inherently uncertain and there could be a material adverse impact on our financial position and results of operations if one or more matters are resolved in a particular period in an amount materially in excess of what we anticipate. Refer to “Risk Factors” under Part I, Item 1A in this Annual Report.
Biggest changeHowever, litigation is inherently uncertain, and there could be a material adverse impact on our financial position and results of operations if one or more disputes are resolved in a particular period in an amount materially in excess of what we anticipate. Refer to “Risk Factors” under Part I, Item 1A in this Annual Report.
We 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.
We 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.
Mine Safety Disclosures Not applicable. 25 Table of Contents PART II
Mine Safety Disclosures. Not applicable. 26 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFuture cash dividends, if any, will be at the discretion of our Board and will depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, restrictions in the agreements governing our existing and future indebtedness, and other factors our Board may deem relevant.
Biggest changeFuture dividends, if any, will depend upon our future results of operations, financial condition, capital requirements, contractual restrictions, business prospects and other factors our Board may deem relevant. The timing and amount of any future dividend payments will be at the discretion of our Board.
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 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Stock Price Information Our common 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 common shares as of February 13, 2026 was 4.
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.
The graph below assumes $100 was invested in our common shares, the S&P 500 and the industry peer group on December 31, 2020, assuming that all dividends were reinvested.
(2) Copyright © 2025 Standard & Poor’s, a division of S&P Global. All rights reserved.
(2) Copyright © 2026 Standard & Poor’s, a division of S&P Global. All rights reserved.
The timing and amount of any future dividend payments will be at the discretion of our Board. Stock Performance Graph The following graph shows our cumulative 5-year total shareholder return of Cushman & Wakefield’s ordinary shares relative to the cumulative 5-year total returns of the Standard & Poor’s 500 Stock Index (“S&P 500”) and our industry peer group.
Stock Performance Graph The following graph shows our cumulative 5-year total shareholder return of Cushman & Wakefield’s common shares relative to the cumulative 5-year total returns of the Standard & Poor’s 500 Stock Index (“S&P 500”) and our industry peer group.
Our 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.
Our share price performance shown in the following graph is not necessarily indicative of future share price performance. 27 Table of Contents 12/20 12/21 12/22 12/23 12/24 12/25 CWK $ 100.00 $ 149.97 $ 84.02 $ 72.83 $ 88.20 $ 109.17 S&P 500 100.00 126.89 102.22 126.99 156.59 182.25 Peer Group 100.00 177.33 109.56 136.76 174.06 216.13 (1) $100 invested on December 31, 2020 in stock or index-including reinvestment of dividends.
Because the majority of our ordinary shares are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders. Dividend Policy We have never declared or paid any cash dividends on our share capital.
This figure does not include an indeterminate number of beneficial holders whose common shares are held by brokers and other institutions on their behalf. Dividend Policy We have never declared or paid any cash dividends and we do not currently intend to pay cash dividends on our common shares in the foreseeable future.
Removed
We do not expect to pay dividends on our ordinary shares for the foreseeable future. Under the U.K. Companies Act and our articles of association, any payment of dividends must be approved by our Board and, in some cases, our shareholders, and may only be paid from our distributable profits available for the purpose, determined on an unconsolidated basis.
Added
In accordance with our bye-laws, any declaration and payment of dividends must be approved by our Board. The Board, in its discretion, may determine that any dividend shall be paid in cash or may be satisfied by way of shares or debentures of any other company.

Item 7. Management's Discussion & Analysis

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

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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.
Biggest changeFor the year ended December 31, 2024, Other also 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 dispute, one-time legal and consulting costs associated with a secondary offering of our common shares by our former shareholders, non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default. 36 Table of Contents Reconciliation of Total costs and expenses to Segment operating expenses and Fee-based operating expenses (in millions): Year Ended December 31, 2025 2024 Total costs and expenses $ 9,835.7 $ 9,107.6 Depreciation and amortization (104.2) (122.2) Impairment of investments (6.5) — Loss on dispositions (9.5) (18.4) Acquisition related costs (0.8) — Cost savings initiatives — (28.9) System implementation costs (5.6) — Other, including foreign currency movements (1) (21.5) (29.0) Segment operating expenses (2) 9,687.6 8,909.1 Cost of gross contract reimbursables (3,226.9) (2,857.3) Fee-based operating expenses $ 6,460.7 $ 6,051.8 (1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives, non-cash amortization of the A/R Securitization servicing liability and the effects of movements in foreign currency.
We believe that the following material trends and uncertainties are important to understand the variability of our historical earnings and cash flows and any potential future variability. Macroeconomic Conditions Our results of operations are significantly impacted by economic trends, government policies and the global and regional real estate markets.
We believe that the following material trends and uncertainties are important to understand the variability of our historical earnings and cash flows and any potential future variability. Macroeconomic Conditions Our results of operations are significantly impacted by economic trends, government policies and global and regional real estate markets.
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.
These measures are not measurements recognized 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.
However, a delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines.
A delay or stall in any economic recovery, any future uncertainty, weakness or volatility in the credit markets, a decline in the U.S. or global economy, or the public perception that any of these events may occur, could further affect global and regional demand for commercial real estate, which would negatively affect the performance of some or all of our service lines.
These currency fluctuations, most notably the Australian dollar, euro and British pound sterling, have positively and adversely affected our operating results measured in USD in the past and are likely to do so in the future.
These currency fluctuations, most notably the Australian dollar, Singapore dollar, euro and British pound sterling, have positively and adversely affected our operating results measured in USD in the past and are likely to do so in the future.
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.
Over the last several 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.
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.
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 relevant jurisdictions, and could be adversely affected by these items.
Adjusted EBITDA also excludes the effects of financings, income tax and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.
Adjusted EBITDA also excludes the effects of financings, income taxes and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.
As it relates to dispositions, results may include gains or losses on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income. International Operations Our business consists of service lines operating in multiple regions inside and outside of the U.S.
As it relates to dispositions, results may include gains or losses on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income. 31 Table of Contents International Operations Our business consists of service lines operating in multiple regions inside and outside of the U.S.
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.
In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations, availability under our Revolver and funding from the A/R Securitization will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months.
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.
Our business is focused on meeting the increasing demands of our clients through comprehensive global offerings including (i) Services, (ii) Leasing, (iii) Capital markets and (iv) Valuation and other services.
Gross contract reimbursables reflects revenue from clients which have substantially no margin.
(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin.
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.
Nevertheless, ongoing adverse economic trends could pose significant risks to our operating performance and financial condition. 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 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”).
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.
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 are subject to change in each future reporting period as a result of changes in various factors.
Defined benefit plan obligations. Benefits to be paid out by our defined benefit plans will be funded from the assets held by these plans.
Benefits to be paid out by our defined benefit plans will be funded from the assets held by these plans.
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.
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, international trade policy and tariffs, changes in employment rates and the geopolitical environment.
Gains from insurance proceeds represents one-time gains related to certain contingent events, such as insurance recoveries, which are not considered ordinary course and which are only recorded once realized or realizable, net of related legal fees.
Loss (gain) from insurance proceeds, net of legal fees represents one-time gains related to certain contingent events, such as insurance recoveries, which are not considered ordinary course and which are only recorded once realized or realizable, net of related legal fees or estimated settlements.
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.
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.
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.
As of December 31, 2025, the Company had $1.8 billion of liquidity, consisting of availability on our undrawn Revolver of $1.0 billion and cash and cash equivalents of $0.8 billion. As of December 31, 2025, the Company’s amounts outstanding under its Term Loans, 2028 Notes and 2031 Notes were $1.7 billion, $0.6 billion and $0.4 billion, respectively.
Our Services business partially mitigates this intra-year seasonality, due to the recurring nature of this service line which generates more stable revenues throughout the year. 31 Table of Contents Use of Non-GAAP Financial Measures We have used the following measures, which are considered “non-GAAP financial measures” under SEC guidelines: i.
Our Services business partially mitigates this intra-year seasonality, due to the recurring nature of this service line which generates more stable revenues throughout the year. 32 Table of Contents Use of Non-GAAP Financial Measures The Company has used the following measures, which are considered “non-GAAP financial measures” under SEC guidelines: i.
Our primary uses of liquidity are operating expenses, acquisitions, investments and debt payments.
Our primary uses of liquidity are operating expenses, acquisitions, strategic growth investments and debt payments.
As discussed in “Cautionary Note Regarding Forward-Looking Statements,” the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements.
As discussed in “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may materially differ from those discussed in such forward-looking statements.
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.
Adjusted EBITDA $ 75.4 $ 71.0 6 % 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 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.
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.
Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines.
Our diversified operating model helps to partially mitigate the negative effect of difficult market conditions on our margins as a substantial portion of our costs are variable compensation expenses, specifically commissions and bonuses paid to our professionals in our Leasing and Capital markets service lines, and the majority of revenue in our Services business is generated from long-term contracts.
See “Risk Factors” included in Part I, Item 1A in this Annual Report for further discussion. We have actively managed our indebtedness through additional refinancings and repricings and continued to reduce leverage.
See “Risk Factors” included in Part I, Item 1A in this Annual Report for further discussion. We actively manage our indebtedness through additional refinancings and repricings and since January 1, 2024, we have continued to reduce our gross debt and leverage.
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.
Adjusted EBITDA $ 100.0 $ 74.5 34 % 22 % 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.
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.
For the year ended December 31, 2024, the provision for income taxes was $44.5 million on earnings before income taxes of $175.8 million.
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).
As of December 31, 2025, the Company elected to use an annual rate equal to (i) 1-month Term Secured Overnight Financing Rate (“SOFR”) (subject to a minimum floor of 0.50%), plus 2.50% for the $840.0 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 2.75% for the $847.5 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).
Operating, administrative and other Operating, administrative and other expenses of $1.2 billion, which represents indirect and overhead costs such as employment, occupancy and information technology costs, decreased $38.7 million or 3% compared to the year ended December 31, 2023.
Operating, administrative and other Operating, administrative and other expenses of $1.3 billion, which represents indirect and overhead costs such as employment, occupancy and information technology costs, increased $93.1 million or 8% compared to the year ended December 31, 2024.
Local currency: In discussing our results, we refer to percentage changes in local currency. These metrics are calculated by holding foreign currency exchange rates constant in year-over-year comparisons. Management believes that this methodology provides investors with greater visibility into the performance of our business excluding the effect of foreign currency rate fluctuations. Adjustments to U.S.
These metrics are calculated by holding foreign currency exchange rates constant in year-over-year comparisons. Management believes that this methodology provides investors with greater visibility into the performance of our business excluding the effect of foreign currency rate fluctuations.
Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.
We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins. Local currency: In discussing our results, we refer to percentage changes in local currency.
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.
APAC: Year ended December 31, 2025 compared to year ended December 31, 2024 APAC revenue in 2025 was $1.7 billion, an increase of $216.3 million or 14% from 2024. Excluding the unfavorable impact of foreign currency of $9.0 million, APAC revenue increased 16% on a local currency basis.
Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A in this Annual Report. Our fiscal year ends December 31. With respect to presentation, all statements asserting an “increase” or “decrease” relate to changes from prior applicable periods of comparison.
Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those discussed in “Risk Factors” in Part I, Item 1A in this Annual Report. Our fiscal year ends December 31.
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.
We are unable to reasonably estimate the timing of the effective settlement of tax positions for the remaining $25.7 million. 44 Table of Contents Cash Flow Summary Year Ended December 31, Cash Flow Summary 2025 2024 Net cash provided by operating activities $ 340.4 $ 208.0 Net cash (used in) provided by investing activities (21.1) 81.2 Net cash used in financing activities (350.5) (253.4) Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash 20.1 (22.4) Total change in cash, cash equivalents and restricted cash $ (11.1) $ 13.4 Operating Activities We generated $340.4 million of cash from operating activities during the year ended December 31, 2025, an increase of $132.4 million compared to the year ended December 31, 2024, primarily driven by higher operating income of $113.6 million, higher non-cash charges of $147.6 million and lower net working capital used for operations.
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.
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 (gain) loss on investments, net, impairment of investments, loss on dispositions, net, acquisition related costs, cost savings initiatives, system implementation costs, loss (gain) from insurance proceeds, net of legal fees, non-operating items related to the Greystone JV and other non-recurring items.
Significant management judgment is required in determining the assumptions and estimates related to the amount and timing of future taxable income, including forecasted short term and long term revenue growth rates and forecasted profitability margins, as well as the expectations of future macroeconomic conditions that impact these assumptions, reversal of existing temporary differences, the ability to carryback losses, and certain tax planning strategies.
Significant management judgment is required in determining the assumptions and estimates related to projected future taxable income, by relevant jurisdiction, including forecasted long term growth rates and forecasted profitability margins, as well as the expectations of the timing of reversal of existing temporary differences, among other secondary factors such as certain tax planning strategies.
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.
Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized (gain) loss on investments, net, impairment of investments, loss on dispositions, net, acquisition related costs, cost savings initiatives, system implementation costs, loss (gain) from insurance proceeds, net of legal fees, non-operating items related to the Greystone JV and other non-recurring items. 39 Table of Contents Americas Results The following table summarizes the results of operations of our Americas reportable segment for the years ended December 31, 2025 and 2024 (in millions): Year Ended December 31, 2025 2024 % Change in USD % Change in Local Currency Revenue: Services $ 2,467.8 $ 2,420.4 2 % 2 % Leasing 1,674.2 1,536.2 9 % 9 % Capital markets 666.0 564.7 18 % 18 % Valuation and other 181.2 161.9 12 % 12 % Total service line fee revenue (1) 4,989.2 4,683.2 7 % 7 % Gross contract reimbursables (2) 2,521.9 2,314.8 9 % 9 % Total revenue $ 7,511.1 $ 6,998.0 7 % 7 % Costs and expenses: Americas Fee-based operating expenses $ 4,542.5 $ 4,279.6 6 % 6 % Cost of gross contract reimbursables 2,521.9 2,314.8 9 % 9 % Segment operating expenses $ 7,064.4 $ 6,594.4 7 % 7 % Net income $ 39.4 $ 126.7 (69) % (69) % Adjusted EBITDA $ 480.8 $ 436.4 10 % 10 % (1) Service line fee revenue represents revenue for fees generated from each of our service lines.
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.
Preparation of forecasts and selection of certain assumptions, including the forecasted growth rates, forecasted profitability margins and discount rate, for use in the DCF model involve significant judgments, and changes in these estimates could affect the estimated fair value of the investment and the measurement of the Company’s other-than-temporary impairment charge in the current or future periods.
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.
Because the 2018 Credit Agreement bears interest at a variable interest rate, the amount of expected future annual interest payments cannot be determined. 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.
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.
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.
Restructuring, impairment and related charges Restructuring, impairment and related charges of $41.1 million increased $3.0 million compared to the year ended December 31, 2023, primarily driven by a loss on disposition of $15.8 million related to the sale of a non-core Services business in the Americas, partially offset by a decrease in severance and employment-related costs of $3.0 million and a decrease in impairment charges of $9.8 million.
Restructuring, impairment and related charges Restructuring, impairment and related charges of $6.1 million decreased $35.0 million compared to the year ended December 31, 2024, primarily driven by a $15.8 million loss on disposition recognized in 2024 related to the sale of a non-core Services business in the Americas, as well as a decrease in severance costs of approximately $22.0 million associated with previous cost savings initiatives.
(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.
(2) Gross contract reimbursables reflects revenue from clients which have substantially no margin. Americas: Year ended December 31, 2025 compared to year ended December 31, 2024 Americas revenue in 2025 was $7.5 billion, an increase of $513.1 million or 7% from 2024.
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.
Adjusted EBITDA of $100.0 million increased $25.5 million or 34% compared to the prior year, primarily driven by growth in our EMEA Services, Capital markets and Valuation and other service lines, the favorable impact of foreign currency and the impact of our cost savings initiatives, partially offset by higher employment costs and cost inflation. 41 Table of Contents APAC Results The following table summarizes the results of operations of our APAC reportable segment for the years ended December 31, 2025 and 2024 (in millions): Year Ended December 31, 2025 2024 % Change in USD % Change in Local Currency Revenue: Services $ 779.5 $ 728.4 7 % 8 % Leasing 185.5 184.3 1 % 2 % Capital markets 82.2 65.6 25 % 25 % Valuation and other 104.6 100.2 4 % 4 % Total service line fee revenue (1) 1,151.8 1,078.5 7 % 7 % Gross contract reimbursables (2) 559.8 416.8 34 % 37 % Total revenue $ 1,711.6 $ 1,495.3 14 % 16 % Costs and expenses: APAC Fee-based operating expenses $ 1,088.1 $ 1,020.2 7 % 7 % Cost of gross contract reimbursables 559.8 416.8 34 % 37 % Segment operating expenses $ 1,647.9 $ 1,437.0 15 % 16 % Net income $ 16.2 $ 8.0 n.m. n.m.
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”).
Adjustments to GAAP Financial Measures Used to Calculate Non-GAAP Financial Measures During the periods presented in this Annual Report, we had the following adjustments: Unrealized (gain) loss on investments, net represents net unrealized gains and losses on fair value investments. Impairment of investments reflects certain one-time impairment charges related to investments, equity method investments or other assets.
The increase was principally driven by growth in Services and Gross contract reimbursables revenue which were up 3% and 23%, on a local currency basis, respectively, due to increases in facilities management, facilities services and project management of approximately $11.0 million, $5.0 million and $4.5 million, respectively. Gross contract reimbursables increased due to one significant project management client in Australia.
This increase was principally driven by higher Services revenue, which was up 8% on a local currency basis, due to increases in project management and facilities management revenue of approximately $29.0 million and $17.0 million, respectively, and Gross contract reimbursables revenue, which was up 37% on a local currency basis, driven by new wins and the expansion of existing client mandates, with particular strength in India.
In determining the fair value of our RUs, the Company uses a discounted cash flow (“DCF”) model based on our most current forecasts. The Company discounts the related cash flow forecasts using the weighted average cost of capital method at the date of evaluation.
In determining the fair value of an equity method investment, the Company typically uses both an income approach, using a discounted cash flow (“DCF”) model based on current forecasts, and a market approach, using projected market multiples for comparable companies. The Company discounts forecasted cash flows according to the investee’s weighted average cost of capital at the date of evaluation.
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.
For the year ended December 31, 2025, we used net working capital for operations of $110.7 million, a decrease of $27.9 million compared to the year ended December 31, 2024.
Fee-based operating expenses of $752.0 million decreased 5% on a local currency basis principally due to lower sub-contractor and third-party consumable costs of approximately $38.0 million associated with revenue decreases in Services, partially offset by higher incentive compensation of approximately $11.0 million and cost inflation.
Fee-based operating expenses of $1.1 billion increased $67.9 million or 7% on a local currency basis, principally due to higher employment costs of approximately $38.0 million, including higher commissions associated with higher brokerage revenue, higher third-party consumables and sub-contractor costs of approximately $39.0 million associated with revenue growth in Services and cost inflation.
Loss on dispositions reflects losses on the sale or disposition of businesses as well as other transaction costs associated with the sales, which are not indicative of our core operating results given the low frequency of business dispositions by the Company. 32 Table of Contents 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.
Loss on dispositions, net reflects net gains and losses on the sale or disposition of businesses or investments as well as other transaction costs associated with the sales, which are not indicative of our core operating results given the low frequency of business dispositions by the Company. 33 Table of Contents Acquisition related costs includes certain direct costs incurred in connection with acquiring businesses.
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.
Deferred and contingent earn-out obligations . Our material cash requirements require long-term liquidity to facilitate the payment of obligations related to acquisitions. 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.
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.
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.
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 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. 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.
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 Note 11: Long-Term Debt and Other Borrowings of the Notes to the Consolidated Financial Statements for further discussion. Lease obligations. Our lease obligations primarily consist of operating leases of office space in various buildings for our own use.
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.
Adjusted EBITDA margin, measured against service line fee revenue, was 9.3% for the year ended December 31, 2025, an increase of 46 basis points from the year ended December 31, 2024. Segment Results We report our operations through the following segments: (1) Americas, (2) EMEA and (3) APAC.
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.
Fee-based operating expenses of $830.1 million increased $78.1 million or 6% on a local currency basis, principally due to higher employment costs of approximately $57.0 million, driven by higher salaries and bonuses, as well as higher third-party consumables and sub-contractor costs of approximately $23.0 million associated with revenue growth in Services, as well as cost inflation.
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.
The following table sets forth items derived from our Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 (in millions): Year Ended December 31, 2025 2024 % Change in USD % Change in Local Currency Revenue: Services $ 3,624.3 $ 3,480.1 4 % 4 % Leasing 2,098.7 1,947.5 8 % 7 % Capital markets 857.6 721.8 19 % 18 % Valuation and other 480.7 439.8 9 % 8 % Total service line fee revenue (1) 7,061.3 6,589.2 7 % 7 % Gross contract reimbursables (2) 3,226.9 2,857.3 13 % 13 % Total revenue $ 10,288.2 $ 9,446.5 9 % 9 % Costs and expenses: Cost of services provided to clients $ 5,181.3 $ 4,862.9 7 % 6 % Cost of gross contract reimbursables 3,226.9 2,857.3 13 % 13 % Total costs of services 8,408.2 7,720.2 9 % 9 % Operating, administrative and other 1,317.2 1,224.1 8 % 7 % Depreciation and amortization 104.2 122.2 (15) % (15) % Restructuring, impairment and related charges 6.1 41.1 (85) % (85) % Total costs and expenses 9,835.7 9,107.6 8 % 8 % Operating income 452.5 338.9 34 % 32 % Interest expense, net of interest income (216.2) (229.9) (6) % (7) % (Loss) earnings from equity method investments (168.3) 37.4 n.m. n.m.
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.
The Americas consists of operations located in the United States, Canada and other markets in North and South America. EMEA includes operations in the United Kingdom, France, the 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.
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.
Adjusted EBITDA of $480.8 million increased $44.4 million or 10% compared to the prior year, primarily driven by growth in all of our Americas service lines and the impact of our cost savings initiatives, partially offset by higher employment costs, strategic investments and cost inflation. 40 Table of Contents EMEA Results The following table summarizes the results of operations of our EMEA reportable segment for the years ended December 31, 2025 and 2024 (in millions): Year Ended December 31, 2025 2024 % Change in USD % Change in Local Currency Revenue: Services $ 377.0 $ 331.3 14 % 8 % Leasing 239.0 227.0 5 % 0 % Capital markets 109.4 91.5 20 % 13 % Valuation and other 194.9 177.7 10 % 5 % Total service line fee revenue (1) 920.3 827.5 11 % 6 % Gross contract reimbursables (2) 145.2 125.7 16 % 11 % Total revenue $ 1,065.5 $ 953.2 12 % 7 % Costs and expenses: EMEA Fee-based operating expenses $ 830.1 $ 752.0 10 % 6 % Cost of gross contract reimbursables 145.2 125.7 16 % 11 % Segment operating expenses $ 975.3 $ 877.7 11 % 7 % Net income (loss) $ 32.6 $ (3.4) n.m. n.m.
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.
Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, impairment of investments, loss on dispositions, acquisition related costs, cost savings initiatives, system implementation costs and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables.
In addition, in June 2023, the Company incurred an $11.3 million servicing liability fee in connection with the amendment and extension of the A/R Securitization. These trends were partially offset by cost inflation. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the year ended December 31, 2024 and 2023.
These trends were partially offset by the impact of our cost savings initiatives and effective expense management. Operating, administrative and other expenses as a percentage of total revenue was 13% for both the year ended December 31, 2025 and 2024.
These favorable trends were partially offset by a decline in our Valuation and other service line and higher incentive compensation. 40 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under our Revolver and funding from our accounts receivables securitization program, which we have amended periodically (the “A/R Securitization”).
Adjusted EBITDA of $75.4 million increased $4.4 million or 6% compared to the prior year, primarily driven by growth in our APAC Services and Capital markets service lines and the impact of our cost savings initiatives, partially offset by higher employment costs, the unfavorable impact of foreign currency and cost inflation. 42 Table of Contents Liquidity and Capital Resources Our primary sources of liquidity are cash flows from operations, available cash reserves, debt capacity under our Revolver and funding from our accounts receivables securitization program, which we have amended periodically (the “A/R Securitization”).
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 decrease in our use of net working capital was principally driven by higher accounts payable of approximately $92.0 million offset by higher trade receivables and contract assets of approximately $80.0 million in line with our revenue growth, as well as higher net bonus and commission accruals of approximately $33.0 million.
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.
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.
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.
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. Actual results may differ from those estimates and assumptions. We review these estimates on a periodic basis to ensure reasonableness.
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.
Of this amount, we can reasonably estimate that $29.0 million will require cash settlement in less than one year. In 2025, the Company paid income taxes, net of tax refunds, of $59.3 million, including $23.0 million for U.S. federal and state income taxes.
Recent Developments and Outlook Highlights from the year ended December 31, 2024: • Revenue of $9.4 billion for the year ended December 31, 2024 decreased $47.2 million from the year ended December 31, 2023. ◦ Leasing revenue increased 7% driven by office and industrial leasing in the Americas and APAC. ◦ Capital markets revenue increased 4% driven by the industrial, retail and office sectors and across all segments. ◦ Valuation and other revenue increased 1% and Services revenue declined 3%. • Net income of $131.3 million for the year ended December 31, 2024 increased $166.7 million compared to a net loss of $35.4 million for the year ended December 31, 2023.
Year-to-Date Results: • Revenue of $10.3 billion for the year ended December 31, 2025 increased 9% from the year ended December 31, 2024. ◦ Services revenue increased 4% (or 6% excluding the impact of the sale of a non-core Services business in August 2024), reflecting continued momentum across all segments. ◦ Leasing revenue increased 8%, driven primarily by office and industrial leasing in the Americas. ◦ Capital markets revenue increased 19%, with strong performance across all segments and asset classes. ◦ Valuation and other revenue increased 9%. • Net income of $88.2 million for the year ended December 31, 2025 decreased $43.1 million from the year ended December 31, 2024.
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.
As of December 31, 2025, we had accrued total deferred consideration and contingent earn-outs payable of $3.1 million in Accounts payable and accrued expenses and $16.9 million in Other non-current liabilities in the accompanying Consolidated Balance Sheets. Income tax liabilities . As of December 31, 2025, our current and non-current tax liabilities, including interest and penalties, totaled $54.7 million.
(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.
(3) Adjusted EBITDA margin is measured against Total service line fee revenue. 35 Table of Contents Reconciliation of Net income to Adjusted EBITDA (in millions): Year Ended December 31, 2025 2024 Net income $ 88.2 $ 131.3 Adjustments: Depreciation and amortization 104.2 122.2 Interest expense, net of interest income 216.2 229.9 Provision for income taxes 26.0 44.5 Unrealized (gain) loss on investments, net (26.1) 0.8 Impairment of investments 183.5 — Loss on dispositions, net 1.1 18.4 Acquisition related costs 0.8 — Cost savings initiatives — 28.9 System implementation costs 5.6 — Loss (gain) from insurance proceeds, net of legal fees 2.7 (16.5) Non-operating items related to the Greystone JV 37.4 — Other (1) 16.6 22.4 Adjusted EBITDA $ 656.2 $ 581.9 (1) Other includes miscellaneous income and expense items such as non-cash amortization of certain merger related deferred rent and tenant incentives and non-cash amortization of the A/R Securitization servicing liability.
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.
These tax benefits in 2025 were partially offset by a non-recurring tax benefit in 2024 related to the impact of repatriation of $10.1 million. Net income and Adjusted EBITDA Net income of $88.2 million decreased $43.1 million compared to the year ended December 31, 2024. Net income margin was 0.9% compared to 1.4% for the prior year.
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.
We also elected to prepay $300.0 million in principal outstanding under the Company’s Term Loans. • Liquidity as of December 31, 2025 was $1.8 billion, consisting of availability on the Company’s undrawn revolving credit facility of $1.0 billion and cash and cash equivalents of $0.8 billion. 29 Table of Contents 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.
Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 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. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables.
Costs of services Costs of services of $7.7 billion decreased $121.4 million or 2% compared to the year ended December 31, 2023, principally driven by a decrease in third-party consumables and sub-contractor costs of approximately $246.0 million as a result of declines in our Services business, partially offset by an increase in direct employment costs of approximately $139.0 million, primarily due to higher commissions as a result of higher brokerage revenues and higher bonus costs.
Costs of services Costs of services of $8.4 billion increased $688.0 million or 9% compared to the year ended December 31, 2024, principally driven by an increase in employment costs of approximately $398.0 million, including higher commissions associated with increased brokerage revenue, and higher salaries and reimbursed employee costs as a result of higher Services revenue.
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.
Financing Activities We used $350.5 million in cash for financing activities during the year ended December 31, 2025, an increase of $97.1 million compared to the year ended December 31, 2024, primarily driven by a $100.0 million increase in principal repayments under our 2018 Credit Agreement, partially offset by a $5.1 million decrease in payments for deferred and contingent consideration.
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.
On January 6, 2026, the $120.0 million in aggregate capital outstanding was repaid. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 19: Accounts Receivable Securitization of the Notes to the Consolidated Financial Statements for further information. 43 Table of Contents Contractual Obligations and Other Commitments Debt obligations.
Other income (expense), net Other income, net was $29.4 million for the year ended December 31, 2024 compared to other expense, net of $12.6 million for the year ended December 31, 2023, driven by a $19.2 million gain from insurance proceeds recognized in 2024 (see Note 17: Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further information), as well as lower net unrealized losses on our fair value investments of $27.0 million, primarily related to our investment in WeWork, and higher royalty fee income from our CWVS Holding Limited joint venture of $0.7 million.
This was partially offset by a $19.2 million gain from insurance proceeds recognized in 2024 (see Note 16: Commitments and Contingencies of the Notes to the Consolidated Financial Statements for further information). Provision for income taxes Provision for income taxes for the year ended December 31, 2025 was $26.0 million on earnings before income taxes of $114.2 million.
The decline was principally driven by decreases in Services and Gross contract reimbursables revenue of 3% and 4%, respectively, primarily due to lower project management revenue and the impact of the sale of a non-core Services business on August 1, 2024, which reduced facilities management revenue by $57.1 million.
These trends were partially offset by the sale of a non-core Services business in August 2024, which accounted for $61.1 million and $47.6 million of facilities management and Gross contract reimbursables revenue, respectively, in the year ended December 31, 2024.
This optional principal prepayment, along with the required principal payments of $7.5 million, brought the Company’s aggregate debt repayments to $200.4 million for the year ended December 31, 2024. As of the date of this Annual Report, there are no funded long-term debt arrangements maturing prior to 2028.
As of the date of this Annual Report, there are no long-term debt arrangements maturing prior to 2028. As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the year ended December 31, 2025 were $47.4 million.
Fee-based operating expenses of $4.3 billion increased 1% principally due to higher direct employment costs of approximately $163.0 million, including commissions associated with higher brokerage revenue, partially offset by lower sub-contractor and third-party consumable costs of approximately $122.0 million associated with revenue decreases in Services, as well as the impact of our cost savings initiatives.
Fee-based operating expenses of $4.5 billion increased $262.9 million or 6% principally due to higher employment costs of approximately $306.0 million, including higher commissions of approximately $156.0 million associated with higher brokerage revenue, higher stock-based compensation expense, higher salaries as a result of higher Services revenue, higher healthcare costs and cost inflation.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+5 added−2 removed4 unchanged
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.
Biggest changeOur 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. As a result, the strengthening or weakening of the USD will positively or negatively impact our reported results.
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.
These derivative instruments are strictly used for risk management purposes and, accordingly, are not used for trading or speculative purposes. 45 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.
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
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. 46 Table of Contents
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.
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 swaps or foreign currency contracts. We enter into derivative instruments with trusted and diverse counterparties to reduce credit risk.
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.
As of December 31, 2025, we elected to use an annual rate equal to (i) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.50% for the 2030 Tranche-1 and (ii) 1-month Term SOFR (subject to a minimum floor of 0.50%), plus 2.75% for the 2030 Tranche-2.
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.
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.
Removed
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.
Added
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. We continually assess interest rate sensitivity to estimate the potential impact of changes in short-term interest rates on our variable rate borrowings, after giving consideration to our interest rate swap agreements.
Removed
Refer to the discussion of international operations included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further detail.
Added
If variable interest rates increased 100 basis points as of December 31, 2025, our annualized results would reflect incremental interest expense of approximately $7.4 million. Foreign Exchange Risk During the years ended December 31, 2025 and December 31, 2024, approximately 30% and 29% of our revenue was transacted in currencies other than USD, respectively.
Added
The following presents our revenue derived from our most significant currencies (in millions): Year Ended December 31, 2025 2024 United States dollar $ 7,118.4 70 % $ 6,651.7 71 % Euro 560.2 5 % 491.0 5 % Australian dollar 501.8 5 % 466.2 5 % Singapore dollar 420.7 4 % 380.7 4 % Other (1) 1,687.1 16 % 1,456.9 15 % Total revenue $ 10,288.2 100 % $ 9,446.5 100 % (1) All other foreign currencies individually represent less than 4% of total revenue for the periods presented.
Added
Holding all other variables constant, the Company assessed the risk of a hypothetical 10% increase in the value of the USD against the euro, Australian dollar and Singapore dollar for the year ended December 31, 2025, which would have resulted in a decrease in revenue of approximately $50.9 million, $45.6 million and $38.2 million, respectively.
Added
These hypothetical calculations estimate the impact of translating results into USD and do not include an estimate of the impact that a 10% change in the USD against other currencies would have had on our foreign operations.

Other CWK 10-K year-over-year comparisons