[10-Q] Jones Lang LaSalle, Inc. Quarterly Earnings Report
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Nexalin Technology (NXL) Q2 2025 10-Q highlights
Income statement: Revenue rose to $70.6 k (+163% YoY) but remained nominal relative to operating costs. Gross profit was $47.8 k, yet operating expenses ballooned to $1.67 m, driving a net loss of $1.58 m (-$0.10/sh) versus a -$1.28 m loss (-$0.17/sh) a year earlier. For the six-month period, revenue reached $111.6 k (+6%), and the net loss widened to $3.57 m.
Cash & capital:
- Cash & equivalents: $0.43 m (-25% YTD)
- Short-term investments: $5.36 m (+85% YTD)
- Public equity offering (May 2025) added net $4.65 m and lifted shares outstanding to 17.4 m (+31%).
Total current assets improved to $6.27 m vs. $3.96 m at FY-end, while current liabilities remain modest at $0.60 m. Stockholders’ equity increased to $5.96 m.
Operations & outlook: R&D spend climbed 33% to $225.8 k as the company advances Gen-2 SYNC and Gen-3 HALO neuro-stimulation devices through FDA pre-submission and Asian commercialization via a 48%-owned JV. Management warns of substantial doubt about going-concern status given continued cash burn (-$2.34 m operating cash flow YTD) and minimal U.S. revenue pending regulatory clearance.
Principali dati del 10-Q di Nexalin Technology (NXL) per il secondo trimestre 2025
Conto economico: I ricavi sono saliti a 70,6 mila dollari (+163% su base annua), ma sono rimasti nominali rispetto ai costi operativi. Il profitto lordo è stato di 47,8 mila dollari, mentre le spese operative sono aumentate a 1,67 milioni di dollari, causando una perdita netta di 1,58 milioni di dollari (-0,10 dollari per azione) rispetto a una perdita di 1,28 milioni (-0,17 dollari per azione) dell’anno precedente. Nel semestre, i ricavi hanno raggiunto 111,6 mila dollari (+6%) e la perdita netta si è ampliata a 3,57 milioni di dollari.
Liquidità e capitale:
- Disponibilità liquide e equivalenti: 0,43 milioni di dollari (-25% da inizio anno)
- Investimenti a breve termine: 5,36 milioni di dollari (+85% da inizio anno)
- L’offerta pubblica di azioni (maggio 2025) ha raccolto un netto di 4,65 milioni di dollari, portando le azioni in circolazione a 17,4 milioni (+31%).
Le attività correnti totali sono migliorate a 6,27 milioni di dollari rispetto ai 3,96 milioni di fine anno, mentre le passività correnti restano contenute a 0,60 milioni. Il patrimonio netto degli azionisti è salito a 5,96 milioni di dollari.
Operazioni e prospettive: Le spese in R&S sono aumentate del 33% a 225,8 mila dollari, mentre l’azienda procede con lo sviluppo dei dispositivi di neurostimolazione Gen-2 SYNC e Gen-3 HALO, avanzando nella pre-sottomissione FDA e nella commercializzazione asiatica tramite una joint venture al 48%. La direzione avverte di un dubbio sostanziale sulla continuità aziendale a causa del continuo consumo di cassa (-2,34 milioni di dollari di flusso di cassa operativo da inizio anno) e dei ricavi statunitensi minimi in attesa dell’approvazione regolatoria.
Aspectos destacados del 10-Q del segundo trimestre de 2025 de Nexalin Technology (NXL)
Estado de resultados: Los ingresos aumentaron a 70.6 mil dólares (+163% interanual), pero siguieron siendo nominales en relación con los costos operativos. La ganancia bruta fue de 47.8 mil dólares, sin embargo, los gastos operativos se dispararon a 1.67 millones, generando una pérdida neta de 1.58 millones (-0.10 dólares por acción) frente a una pérdida de 1.28 millones (-0.17 dólares por acción) del año anterior. En el período de seis meses, los ingresos alcanzaron 111.6 mil dólares (+6%) y la pérdida neta se amplió a 3.57 millones.
Liquidez y capital:
- Efectivo y equivalentes: 0.43 millones (-25% desde inicio de año)
- Inversiones a corto plazo: 5.36 millones (+85% desde inicio de año)
- La oferta pública de acciones (mayo de 2025) aportó un neto de 4.65 millones y elevó las acciones en circulación a 17.4 millones (+31%).
Los activos corrientes totales mejoraron a 6.27 millones frente a 3.96 millones al cierre del año fiscal, mientras que los pasivos corrientes se mantienen modestos en 0.60 millones. El patrimonio neto aumentó a 5.96 millones.
Operaciones y perspectivas: El gasto en I+D aumentó un 33% a 225.8 mil dólares mientras la empresa avanza con los dispositivos de neuroestimulación Gen-2 SYNC y Gen-3 HALO mediante la pre-sometimiento a la FDA y la comercialización en Asia a través de una joint venture con un 48% de participación. La dirección advierte de una duda sustancial sobre la continuidad operativa debido al continuo consumo de efectivo (-2.34 millones de flujo de caja operativo en el año) y los ingresos mínimos en EE.UU. pendientes de aprobación regulatoria.
Nexalin Technology (NXL) 2025년 2분기 10-Q 주요 내용
손익계산서: 매출은 7만 600달러로 전년 대비 163% 증가했으나 운영 비용에 비해 여전히 미미한 수준입니다. 총이익은 4만 7,800달러였으나 운영비용이 167만 달러로 급증해 순손실은 158만 달러(-주당 0.10달러)로 전년의 128만 달러 손실(-주당 0.17달러)보다 확대되었습니다. 6개월 누적 매출은 11만 1,600달러(+6%)였으며 순손실은 357만 달러로 확대되었습니다.
현금 및 자본:
- 현금 및 현금성 자산: 43만 달러(-연초 대비 25%)
- 단기 투자: 536만 달러(+연초 대비 85%)
- 2025년 5월 공모주 발행을 통해 순자금 465만 달러를 확보하고, 발행주식 수는 1,740만 주(+31%)로 증가했습니다.
총 유동자산은 연말 396만 달러 대비 627만 달러로 개선되었으며, 유동부채는 60만 달러로 적정 수준을 유지하고 있습니다. 자본총계는 596만 달러로 증가했습니다.
운영 및 전망: 연구개발비는 33% 증가한 22만 5,800달러로, 회사는 FDA 사전 제출 및 48% 지분을 보유한 합작법인을 통한 아시아 시장 상용화를 위해 Gen-2 SYNC 및 Gen-3 HALO 신경 자극 장치 개발을 진행 중입니다. 경영진은 지속적인 현금 소진(-연초 이후 영업 현금 흐름 -234만 달러)과 규제 승인 대기 중인 미국 내 미미한 매출로 인해 계속기업 존속에 중대한 의문이 있음을 경고합니다.
Points clés du 10-Q du 2e trimestre 2025 de Nexalin Technology (NXL)
Compte de résultat : Le chiffre d'affaires a augmenté à 70,6 k$ (+163 % en glissement annuel), mais est resté faible par rapport aux coûts d'exploitation. La marge brute s’est élevée à 47,8 k$, tandis que les charges d’exploitation ont grimpé à 1,67 M$, entraînant une perte nette de 1,58 M$ (-0,10 $ par action) contre une perte de 1,28 M$ (-0,17 $ par action) un an plus tôt. Sur six mois, le chiffre d’affaires a atteint 111,6 k$ (+6 %) et la perte nette s’est creusée à 3,57 M$.
Trésorerie et capitaux :
- Trésorerie et équivalents : 0,43 M$ (-25 % depuis le début de l’année)
- Investissements à court terme : 5,36 M$ (+85 % depuis le début de l’année)
- L’offre publique d’actions (mai 2025) a permis de lever net 4,65 M$ et a porté le nombre d’actions en circulation à 17,4 M (+31 %).
Les actifs courants totaux se sont améliorés à 6,27 M$ contre 3,96 M$ à la clôture de l’exercice, tandis que les passifs courants restent modestes à 0,60 M$. Les capitaux propres ont augmenté à 5,96 M$.
Opérations et perspectives : Les dépenses en R&D ont augmenté de 33 % pour atteindre 225,8 k$, l’entreprise faisant progresser les dispositifs de neurostimulation Gen-2 SYNC et Gen-3 HALO via la pré-soumission à la FDA et la commercialisation en Asie par une coentreprise détenue à 48 %. La direction met en garde contre un doute substantiel quant à la continuité d’exploitation en raison d’une consommation de trésorerie continue (-2,34 M$ de flux de trésorerie opérationnel depuis le début de l’année) et des revenus américains minimaux en attente d’approbation réglementaire.
Highlights des 10-Q von Nexalin Technology (NXL) für das 2. Quartal 2025
Gewinn- und Verlustrechnung: Der Umsatz stieg auf 70,6 Tsd. USD (+163 % im Jahresvergleich), blieb jedoch im Verhältnis zu den Betriebskosten gering. Der Bruttogewinn betrug 47,8 Tsd. USD, während die Betriebsausgaben auf 1,67 Mio. USD anstiegen, was zu einem Nettoverlust von 1,58 Mio. USD (-0,10 USD je Aktie) führte, verglichen mit einem Verlust von 1,28 Mio. USD (-0,17 USD je Aktie) im Vorjahr. Für den Sechsmonatszeitraum erreichten die Umsätze 111,6 Tsd. USD (+6 %), und der Nettoverlust weitete sich auf 3,57 Mio. USD aus.
Barmittel & Kapital:
- Barmittel und Zahlungsmitteläquivalente: 0,43 Mio. USD (-25 % seit Jahresbeginn)
- Kurzfristige Investitionen: 5,36 Mio. USD (+85 % seit Jahresbeginn)
- Die öffentliche Aktienemission (Mai 2025) brachte netto 4,65 Mio. USD und erhöhte die ausstehenden Aktien auf 17,4 Mio. (+31 %).
Die gesamten kurzfristigen Vermögenswerte verbesserten sich auf 6,27 Mio. USD gegenüber 3,96 Mio. USD zum Jahresende, während die kurzfristigen Verbindlichkeiten mit 0,60 Mio. USD moderat blieben. Das Eigenkapital stieg auf 5,96 Mio. USD.
Geschäftstätigkeit & Ausblick: Die F&E-Ausgaben stiegen um 33 % auf 225,8 Tsd. USD, da das Unternehmen die Neurostimulationsgeräte Gen-2 SYNC und Gen-3 HALO im Rahmen der FDA-Vorab-Einreichung und der asiatischen Kommerzialisierung über ein zu 48 % gehaltenes Joint Venture vorantreibt. Das Management warnt vor erheblichen Zweifeln an der Fortführungsfähigkeit aufgrund des anhaltenden Mittelabflusses (-2,34 Mio. USD operativer Cashflow seit Jahresbeginn) und minimaler US-Umsätze, die auf behördliche Genehmigungen warten.
Positive
- Capital raise provided $4.65 m net, expanding current assets to $6.27 m.
- Revenue growth of 163% YoY, driven by international equipment sales.
- Fair-value investments grew to $5.36 m in level-1 U.S. Treasury bills and mutual funds, enhancing liquidity.
- Regulatory progress: FDA pre-submission feedback received; protocols agreed for Gen-2/Gen-3 trials.
Negative
- Continued net losses ($1.58 m Q2; $3.57 m YTD) with rising operating expenses.
- Going-concern warning cites insufficient cash for 12 months absent new capital or revenue.
- Customer concentration: Two clients made up 85% of Q2 revenue; limited pricing power.
- Dilution risk: Shares outstanding up 31% from year-end due to the May offering.
- Minimal U.S. sales pending FDA clearance prolong commercialization timeline.
Insights
TL;DR: Cash boost offsets rising losses; thesis still hinges on FDA approvals.
The $4.6 m raise materially lengthens runway (~18 months at current burn) and funds pivotal trials. However, topline remains de minimis, customer concentration is extreme, and share dilution was 31%. With no U.S. sales until 510(k)/De Novo clearance, the valuation case rests on regulatory progress, making the filing modestly negative despite liquidity relief.
TL;DR: Pipeline advancing; FDA dialogue ongoing but timelines undefined.
Management secured consensus with FDA on anxiety/insomnia trial design and holds NMPA approval in China via JV, validating technology. Yet U.S. path (Class II vs. III, De Novo, or PMA) is still in preparatory stage, so revenue inflection is unlikely before late 2026. Investors should watch upcoming Gen-2/Gen-3 trial readouts for catalysts.
Principali dati del 10-Q di Nexalin Technology (NXL) per il secondo trimestre 2025
Conto economico: I ricavi sono saliti a 70,6 mila dollari (+163% su base annua), ma sono rimasti nominali rispetto ai costi operativi. Il profitto lordo è stato di 47,8 mila dollari, mentre le spese operative sono aumentate a 1,67 milioni di dollari, causando una perdita netta di 1,58 milioni di dollari (-0,10 dollari per azione) rispetto a una perdita di 1,28 milioni (-0,17 dollari per azione) dell’anno precedente. Nel semestre, i ricavi hanno raggiunto 111,6 mila dollari (+6%) e la perdita netta si è ampliata a 3,57 milioni di dollari.
Liquidità e capitale:
- Disponibilità liquide e equivalenti: 0,43 milioni di dollari (-25% da inizio anno)
- Investimenti a breve termine: 5,36 milioni di dollari (+85% da inizio anno)
- L’offerta pubblica di azioni (maggio 2025) ha raccolto un netto di 4,65 milioni di dollari, portando le azioni in circolazione a 17,4 milioni (+31%).
Le attività correnti totali sono migliorate a 6,27 milioni di dollari rispetto ai 3,96 milioni di fine anno, mentre le passività correnti restano contenute a 0,60 milioni. Il patrimonio netto degli azionisti è salito a 5,96 milioni di dollari.
Operazioni e prospettive: Le spese in R&S sono aumentate del 33% a 225,8 mila dollari, mentre l’azienda procede con lo sviluppo dei dispositivi di neurostimolazione Gen-2 SYNC e Gen-3 HALO, avanzando nella pre-sottomissione FDA e nella commercializzazione asiatica tramite una joint venture al 48%. La direzione avverte di un dubbio sostanziale sulla continuità aziendale a causa del continuo consumo di cassa (-2,34 milioni di dollari di flusso di cassa operativo da inizio anno) e dei ricavi statunitensi minimi in attesa dell’approvazione regolatoria.
Aspectos destacados del 10-Q del segundo trimestre de 2025 de Nexalin Technology (NXL)
Estado de resultados: Los ingresos aumentaron a 70.6 mil dólares (+163% interanual), pero siguieron siendo nominales en relación con los costos operativos. La ganancia bruta fue de 47.8 mil dólares, sin embargo, los gastos operativos se dispararon a 1.67 millones, generando una pérdida neta de 1.58 millones (-0.10 dólares por acción) frente a una pérdida de 1.28 millones (-0.17 dólares por acción) del año anterior. En el período de seis meses, los ingresos alcanzaron 111.6 mil dólares (+6%) y la pérdida neta se amplió a 3.57 millones.
Liquidez y capital:
- Efectivo y equivalentes: 0.43 millones (-25% desde inicio de año)
- Inversiones a corto plazo: 5.36 millones (+85% desde inicio de año)
- La oferta pública de acciones (mayo de 2025) aportó un neto de 4.65 millones y elevó las acciones en circulación a 17.4 millones (+31%).
Los activos corrientes totales mejoraron a 6.27 millones frente a 3.96 millones al cierre del año fiscal, mientras que los pasivos corrientes se mantienen modestos en 0.60 millones. El patrimonio neto aumentó a 5.96 millones.
Operaciones y perspectivas: El gasto en I+D aumentó un 33% a 225.8 mil dólares mientras la empresa avanza con los dispositivos de neuroestimulación Gen-2 SYNC y Gen-3 HALO mediante la pre-sometimiento a la FDA y la comercialización en Asia a través de una joint venture con un 48% de participación. La dirección advierte de una duda sustancial sobre la continuidad operativa debido al continuo consumo de efectivo (-2.34 millones de flujo de caja operativo en el año) y los ingresos mínimos en EE.UU. pendientes de aprobación regulatoria.
Nexalin Technology (NXL) 2025년 2분기 10-Q 주요 내용
손익계산서: 매출은 7만 600달러로 전년 대비 163% 증가했으나 운영 비용에 비해 여전히 미미한 수준입니다. 총이익은 4만 7,800달러였으나 운영비용이 167만 달러로 급증해 순손실은 158만 달러(-주당 0.10달러)로 전년의 128만 달러 손실(-주당 0.17달러)보다 확대되었습니다. 6개월 누적 매출은 11만 1,600달러(+6%)였으며 순손실은 357만 달러로 확대되었습니다.
현금 및 자본:
- 현금 및 현금성 자산: 43만 달러(-연초 대비 25%)
- 단기 투자: 536만 달러(+연초 대비 85%)
- 2025년 5월 공모주 발행을 통해 순자금 465만 달러를 확보하고, 발행주식 수는 1,740만 주(+31%)로 증가했습니다.
총 유동자산은 연말 396만 달러 대비 627만 달러로 개선되었으며, 유동부채는 60만 달러로 적정 수준을 유지하고 있습니다. 자본총계는 596만 달러로 증가했습니다.
운영 및 전망: 연구개발비는 33% 증가한 22만 5,800달러로, 회사는 FDA 사전 제출 및 48% 지분을 보유한 합작법인을 통한 아시아 시장 상용화를 위해 Gen-2 SYNC 및 Gen-3 HALO 신경 자극 장치 개발을 진행 중입니다. 경영진은 지속적인 현금 소진(-연초 이후 영업 현금 흐름 -234만 달러)과 규제 승인 대기 중인 미국 내 미미한 매출로 인해 계속기업 존속에 중대한 의문이 있음을 경고합니다.
Points clés du 10-Q du 2e trimestre 2025 de Nexalin Technology (NXL)
Compte de résultat : Le chiffre d'affaires a augmenté à 70,6 k$ (+163 % en glissement annuel), mais est resté faible par rapport aux coûts d'exploitation. La marge brute s’est élevée à 47,8 k$, tandis que les charges d’exploitation ont grimpé à 1,67 M$, entraînant une perte nette de 1,58 M$ (-0,10 $ par action) contre une perte de 1,28 M$ (-0,17 $ par action) un an plus tôt. Sur six mois, le chiffre d’affaires a atteint 111,6 k$ (+6 %) et la perte nette s’est creusée à 3,57 M$.
Trésorerie et capitaux :
- Trésorerie et équivalents : 0,43 M$ (-25 % depuis le début de l’année)
- Investissements à court terme : 5,36 M$ (+85 % depuis le début de l’année)
- L’offre publique d’actions (mai 2025) a permis de lever net 4,65 M$ et a porté le nombre d’actions en circulation à 17,4 M (+31 %).
Les actifs courants totaux se sont améliorés à 6,27 M$ contre 3,96 M$ à la clôture de l’exercice, tandis que les passifs courants restent modestes à 0,60 M$. Les capitaux propres ont augmenté à 5,96 M$.
Opérations et perspectives : Les dépenses en R&D ont augmenté de 33 % pour atteindre 225,8 k$, l’entreprise faisant progresser les dispositifs de neurostimulation Gen-2 SYNC et Gen-3 HALO via la pré-soumission à la FDA et la commercialisation en Asie par une coentreprise détenue à 48 %. La direction met en garde contre un doute substantiel quant à la continuité d’exploitation en raison d’une consommation de trésorerie continue (-2,34 M$ de flux de trésorerie opérationnel depuis le début de l’année) et des revenus américains minimaux en attente d’approbation réglementaire.
Highlights des 10-Q von Nexalin Technology (NXL) für das 2. Quartal 2025
Gewinn- und Verlustrechnung: Der Umsatz stieg auf 70,6 Tsd. USD (+163 % im Jahresvergleich), blieb jedoch im Verhältnis zu den Betriebskosten gering. Der Bruttogewinn betrug 47,8 Tsd. USD, während die Betriebsausgaben auf 1,67 Mio. USD anstiegen, was zu einem Nettoverlust von 1,58 Mio. USD (-0,10 USD je Aktie) führte, verglichen mit einem Verlust von 1,28 Mio. USD (-0,17 USD je Aktie) im Vorjahr. Für den Sechsmonatszeitraum erreichten die Umsätze 111,6 Tsd. USD (+6 %), und der Nettoverlust weitete sich auf 3,57 Mio. USD aus.
Barmittel & Kapital:
- Barmittel und Zahlungsmitteläquivalente: 0,43 Mio. USD (-25 % seit Jahresbeginn)
- Kurzfristige Investitionen: 5,36 Mio. USD (+85 % seit Jahresbeginn)
- Die öffentliche Aktienemission (Mai 2025) brachte netto 4,65 Mio. USD und erhöhte die ausstehenden Aktien auf 17,4 Mio. (+31 %).
Die gesamten kurzfristigen Vermögenswerte verbesserten sich auf 6,27 Mio. USD gegenüber 3,96 Mio. USD zum Jahresende, während die kurzfristigen Verbindlichkeiten mit 0,60 Mio. USD moderat blieben. Das Eigenkapital stieg auf 5,96 Mio. USD.
Geschäftstätigkeit & Ausblick: Die F&E-Ausgaben stiegen um 33 % auf 225,8 Tsd. USD, da das Unternehmen die Neurostimulationsgeräte Gen-2 SYNC und Gen-3 HALO im Rahmen der FDA-Vorab-Einreichung und der asiatischen Kommerzialisierung über ein zu 48 % gehaltenes Joint Venture vorantreibt. Das Management warnt vor erheblichen Zweifeln an der Fortführungsfähigkeit aufgrund des anhaltenden Mittelabflusses (-2,34 Mio. USD operativer Cashflow seit Jahresbeginn) und minimaler US-Umsätze, die auf behördliche Genehmigungen warten.
United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
For the quarterly period ended June 30, 2025
Or
For the transition period from _____ to _____
Commission File Number 1-13145
(Exact name of registrant as specified in its charter)
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| x | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ | |||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The number of shares outstanding of the registrant's common stock (par value $0.01) as of the close of business on August 1, 2025 was 47,381,230 .
| Table of Contents | ||||||||
| Part I | Financial Information | |||||||
| Item 1. | Consolidated Financial Statements: | 3 | ||||||
Balance Sheets as of June 30, 2025 and December 31, 2024 | 3 | |||||||
Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024 | 4 | |||||||
Statements of Changes in Equity for the Three and Six Months Ended June 30, 2025 and 2024 | 5 | |||||||
Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 | 7 | |||||||
Notes to Consolidated Financial Statements | 8 | |||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 | ||||||
| Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 47 | ||||||
| Item 4. | Controls and Procedures | 47 | ||||||
| Part II | Other Information | |||||||
| Item 1. | Legal Proceedings | 48 | ||||||
| Item 1A. | Risk Factors | 48 | ||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 48 | ||||||
| Item 5. | Other Information | 48 | ||||||
| Item 6. | Exhibits | 49 | ||||||
Signature | 50 | |||||||
2
Table of Contents
Part I. Financial Information
Item 1. Financial Statements
JONES LANG LASALLE INCORPORATED
CONSOLIDATED BALANCE SHEETS
| (in millions, except share and per share data) | June 30, 2025 | December 31, 2024 | ||||||
| Assets | (unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | |||||||
Trade receivables, net of allowance of $ | ||||||||
| Notes and other receivables | ||||||||
| Reimbursable receivables | ||||||||
| Warehouse receivables | ||||||||
Short-term contract assets, net of allowance of $ | ||||||||
| Restricted cash, prepaid and other | ||||||||
| Total current assets | ||||||||
Property and equipment, net of accumulated depreciation of $ | ||||||||
| Operating lease right-of-use assets | ||||||||
| Goodwill | ||||||||
Identified intangibles, net of accumulated amortization of $ | ||||||||
Investments, including $ | ||||||||
| Long-term receivables | ||||||||
| Deferred tax assets, net | ||||||||
| Deferred compensation plan | ||||||||
| Other | ||||||||
| Total assets | $ | |||||||
| Liabilities and Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | |||||||
| Reimbursable payables | ||||||||
| Accrued compensation and benefits | ||||||||
| Short-term borrowings | ||||||||
Commercial paper, net of debt issuance costs of $ | ||||||||
| Short-term contract liabilities and deferred income | ||||||||
| Warehouse facilities | ||||||||
| Short-term operating lease liabilities | ||||||||
| Other | ||||||||
| Total current liabilities | ||||||||
Credit facility, net of debt issuance costs of $ | ||||||||
Long-term debt, net of debt issuance costs of $ | ||||||||
| Deferred tax liabilities, net | ||||||||
| Deferred compensation | ||||||||
| Long-term operating lease liabilities | ||||||||
| Other | ||||||||
| Total liabilities | ||||||||
| Company shareholders' equity: | ||||||||
Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Retained earnings | ||||||||
Treasury stock, at cost, | ( | ( | ||||||
| Shares held in trust | ( | ( | ||||||
| Accumulated other comprehensive loss | ( | ( | ||||||
| Total Company shareholders’ equity | ||||||||
| Noncontrolling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | |||||||
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| (in millions, except share and per share data) (unaudited) | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Operating expenses: | |||||||||||||||||
| Compensation and benefits | $ | $ | |||||||||||||||
| Operating, administrative and other | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Restructuring and acquisition charges | |||||||||||||||||
| Total operating expenses | $ | $ | |||||||||||||||
| Operating income | $ | $ | |||||||||||||||
| Interest expense, net of interest income | |||||||||||||||||
| Equity losses | ( | ( | ( | ( | |||||||||||||
| Other income | |||||||||||||||||
| Income before income taxes and noncontrolling interest | |||||||||||||||||
| Income tax provision | |||||||||||||||||
| Net income | |||||||||||||||||
| Net (loss) income attributable to noncontrolling interest | ( | ( | |||||||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||||||||
| Basic earnings per common share | $ | $ | |||||||||||||||
| Basic weighted average shares outstanding (in 000's) | |||||||||||||||||
| Diluted earnings per common share | $ | $ | |||||||||||||||
| Diluted weighted average shares outstanding (in 000's) | |||||||||||||||||
| Net income attributable to common shareholders | $ | $ | |||||||||||||||
| Change in pension liabilities, net of tax | ( | ||||||||||||||||
| Foreign currency translation adjustments | ( | ( | |||||||||||||||
| Comprehensive income attributable to common shareholders | $ | $ | |||||||||||||||
See accompanying notes to Consolidated Financial Statements.
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
| Company Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Common Stock | Additional | Shares | ||||||||||||||||||||||||||||||
| (in millions, except share and per share data) (unaudited) | Shares Outstanding | Amount | Paid-In | Retained | Held in | Treasury | Total | |||||||||||||||||||||||||
| Capital | Earnings | Trust | Stock | AOCI(1) | NCI(2) | Equity | ||||||||||||||||||||||||||
| December 31, 2024 | $ | ( | ( | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Shares held in trust | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
| Change in pension liabilities, net of tax | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Decrease in amounts due to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||
| March 31, 2025 | $ | ( | ( | ( | $ | |||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | |||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Shares held in trust | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Increase in amounts due to noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| June 30, 2025 | $ | ( | ( | ( | $ | |||||||||||||||||||||||||||
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| Company Shareholders' Equity | ||||||||||||||||||||||||||||||||
| Common Stock | Additional | Shares | ||||||||||||||||||||||||||||||
| (in millions, except share and per share data) (unaudited) | Shares Outstanding | Amount | Paid-In | Retained | Held in | Treasury | Total | |||||||||||||||||||||||||
| Capital | Earnings | Trust | Stock | AOCI(1) | NCI(2) | Equity | ||||||||||||||||||||||||||
| December 31, 2023 | $ | ( | ( | ( | $ | |||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | — | ( | |||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Shares held in trust | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
| Change in pension liabilities, net of tax | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||
| Decrease in amounts due to noncontrolling interest | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||
| March 31, 2024 | $ | ( | ( | ( | $ | |||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||
| Vesting of shares related to equity compensation plans, net of amounts withheld for payment of taxes | — | ( | ( | — | — | — | ( | |||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| Shares held in trust | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||
| Repurchase of common stock | ( | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | — | — | ( | — | ( | |||||||||||||||||||||||
| Increase in amounts due to noncontrolling interest | — | — | — | — | — | — | — | |||||||||||||||||||||||||
| June 30, 2024 | $ | ( | ( | ( | $ | |||||||||||||||||||||||||||
(1) AOCI: Accumulated other comprehensive income (loss)
(2) NCI: Noncontrolling interest
See accompanying notes to Consolidated Financial Statements.
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JONES LANG LASALLE INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
See accompanying notes to Consolidated Financial Statements.
| Six Months Ended June 30, | ||||||||
| (in millions) (unaudited) | 2025 | 2024 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | |||||||
| Reconciliation of net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Equity losses | ||||||||
| Distributions of earnings from investments | ||||||||
| Provision for loss on receivables and other assets | ||||||||
| Amortization of stock-based compensation | ||||||||
| Net non-cash mortgage servicing rights and mortgage banking derivative activity | ||||||||
| Accretion of interest and amortization of debt issuance costs | ||||||||
| Other, net | ( | ( | ||||||
| Change in: | ||||||||
| Receivables | ||||||||
| Reimbursable receivables and reimbursable payables | ( | ( | ||||||
| Prepaid expenses and other assets | ( | |||||||
| Income taxes receivable, payable and deferred | ( | ( | ||||||
| Accounts payable, accrued liabilities and other liabilities | ( | ( | ||||||
| Accrued compensation (including net deferred compensation) | ( | ( | ||||||
| Net cash used in operating activities | ( | ( | ||||||
| Cash flows from investing activities: | ||||||||
| Net capital additions – property and equipment | ( | ( | ||||||
| Business acquisitions, net of cash acquired | ( | ( | ||||||
| Capital contributions to investments | ( | ( | ||||||
| Distributions of capital from investments | ||||||||
| Other, net | ( | ( | ||||||
| Net cash used in investing activities | ( | ( | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from borrowings under credit facility | ||||||||
| Repayments of borrowings under credit facility | ( | ( | ||||||
| Proceeds from issuance of commercial paper | ||||||||
| Repayments of commercial paper | ( | |||||||
| Net repayments of short-term borrowings | ( | ( | ||||||
| Payments of deferred business acquisition obligations and earn-outs | ( | ( | ||||||
| Repurchase of common stock | ( | ( | ||||||
| Noncontrolling interest (distributions) contributions, net | ( | |||||||
| Other, net | ( | ( | ||||||
| Net cash provided by financing activities | ||||||||
| Effect of currency exchange rate changes on cash, cash equivalents and restricted cash | ( | |||||||
| Net change in cash, cash equivalents and restricted cash | ( | |||||||
| Cash, cash equivalents and restricted cash, beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash, end of the period | $ | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Restricted cash, beginning of period | $ | |||||||
| Restricted cash, end of period | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | |||||||
| Income taxes, net of refunds | ||||||||
| Operating leases | ||||||||
| Non-cash activities: | ||||||||
| Business acquisitions (including contingent consideration) | $ | |||||||
| Deferred business acquisition obligations | ||||||||
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JONES LANG LASALLE INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.INTERIM INFORMATION
Readers of this quarterly report should refer to the audited financial statements of Jones Lang LaSalle Incorporated ("JLL," which may also be referred to as "the Company," "we," "us" or "our") for the year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission ("SEC") and also available on our website (www.jll.com), since we have omitted from this quarterly report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to the "Summary of Critical Accounting Policies and Estimates" section within Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our 2024 Annual Report on Form 10-K for further discussion of our significant accounting policies and estimates.
Our Consolidated Financial Statements as of June 30, 2025, and for the periods ended June 30, 2025 and 2024, are unaudited. In the opinion of management, we have included all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation of the Consolidated Financial Statements for these interim periods.
Historically, our quarterly revenue and profits have tended to increase from quarter to quarter as the year progresses. This is the result of a general focus in the real estate industry on completing transactions by calendar year end, while certain expenses are recognized evenly throughout the year. Growth in our Workplace Management and Property Management businesses as well as other annuity-based services has, to an extent, lessened the seasonality in our revenue and profits during the past several years. Within our Leasing Advisory and Capital Markets Services segments, revenue from transaction-based activities is driven by the size and timing of our clients' transactions and can fluctuate significantly from period to period. Our Investment Management segment generally earns investment-generated performance fees on clients' real estate investment returns when assets are sold, the timing of which is geared toward the benefit of our clients, as well as co-investment equity gains and losses, primarily dependent on underlying valuations.
A significant portion of our compensation and benefits expense is from incentive compensation plans, which we generally accrue throughout the year based on progress toward annual performance targets. This process can result in significant fluctuations in quarterly compensation and benefits expense from period to period. Non-variable operating expenses, which we recognize when incurred during the year, are relatively constant on a quarterly basis.
We provide for the effects of income taxes on interim financial statements based on our estimate of the effective tax rate for the full year, which we base on forecasted income by country and expected enacted tax rates. As required, we adjust for the impact of discrete items in the quarters in which they occur. Changes in the geographic mix of income can impact our estimated effective tax rate.
As a result of the items mentioned above, the results for the periods ended June 30 are not fully indicative of what our results will be for the full fiscal year.
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2.NEW ACCOUNTING STANDARDS
Recently issued accounting guidance
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the income tax disclosures to provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are evaluating the effect this guidance will have on our tax disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income statement expenses for public entities. The ASU does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. This ASU will result in expanded disclosures related to expenses but will have no impact on our financial statements or results of operations.
3.REVENUE RECOGNITION
Capital Markets Services revenue excluded from the scope of Accounting Standards Codification Topic 606, Revenue from Contracts with Customers ("ASC Topic 606")
Our mortgage banking and servicing operations, comprised of (i) all Loan Servicing revenue and (ii) activities related to mortgage servicing rights ("MSR" or "MSRs") and loan origination fees (included in Investment Sales, Debt/Equity Advisory and Other), are not considered revenue from contracts with customers, and accordingly are excluded from the scope of ASC Topic 606. Such out-of-scope revenue is presented below.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue excluded from scope of ASC Topic 606 | $ | $ | |||||||||||||||
Contract assets and liabilities
Our contract assets, net of allowance, are included in Short-term contract assets and Other assets and our contract liabilities are included in Short-term contract liabilities and deferred income on our Consolidated Balance Sheets. The majority of contract liabilities are recognized as revenue within 90 days. Such contract assets and liabilities are presented below.
| (in millions) | June 30, 2025 | December 31, 2024 | ||||||
| Contract assets, gross | $ | |||||||
| Contract asset allowance | ( | ( | ||||||
| Contract assets, net | $ | |||||||
| Contract liabilities | $ | |||||||
Remaining performance obligations
Remaining performance obligations represent the aggregate transaction price for contracts where our performance obligations have not yet been satisfied. As of June 30, 2025, the aggregate amount of transaction price allocated to remaining performance obligations represented an insignificant amount of our total revenue. In accordance with ASC Topic 606, excluded from the aforementioned remaining performance obligations are (i) amounts attributable to contracts expected to be completed within 12 months and (ii) variable consideration for services performed as a series of daily performance obligations, such as facilities management, property management and Investment Management contracts. A significant portion of our customer contracts, which are not expected to be fulfilled within 12 months, are represented by the contracts within these businesses.
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4.BUSINESS SEGMENTS
Effective January 1, 2025, we report Property Management (historically included in Markets Advisory, which was renamed Leasing Advisory) within Real Estate Management Services (formerly referred to as Work Dynamics). Prior period financial information was recast to conform with this presentation. Additionally, Capital Markets, LaSalle and JLL Technologies were renamed to Capital Markets Services, Investment Management, and Software and Technology Solutions, respectively.
We manage and report our operations as five global business segments:
(1) Real Estate Management Services,
(2) Leasing Advisory,
(3) Capital Markets Services,
(4) Investment Management and
(5) Software and Technology Solutions.
Real Estate Management Services business provides a broad suite of integrated services to occupiers of real estate, including facility and property management, project management, and portfolio and other services. Leasing Advisory offers agency leasing and tenant representation, as well as advisory and consulting services. Capital Markets Services offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing. Investment Management provides services on a global basis to institutional investors and high-net-worth individuals, while our Software and Technology Solutions segment offers various software products and services to our clients.
We allocate all indirect expenses to our segments, other than interest and income taxes, as nearly all expenses incurred benefit one or more of the segments. Allocated expenses primarily consist of corporate functional costs across the globe, which we allocate to the business segments using an expense-specific driver-based methodology.
Adjusted EBITDA does not include (i) Restructuring and acquisition charges, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) Equity earnings/losses for Investment Management and Software and Technology Solutions, (v) credit losses on convertible note investments, (vi) net non-cash MSR and mortgage banking derivative activity, (vii) Interest expense, net of interest income, (viii) Income tax provision and (ix) Depreciation and amortization, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.
The Other segment items caption includes (i) other income/loss, (ii) gain/loss on disposal, (iii) interest on employee loans, net of forgiveness, (iv) credit losses on convertible note investments, (v) net non-cash MSR and mortgage banking derivative activity, (vi) net income/loss attributable to noncontrolling interest, (vii) the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders and (viii) the noncontrolling interest portion of Equity earnings/losses which are not attributable to common shareholders.
The Chief Operating Decision Maker ("CODM") of JLL measures and evaluates the segment results based on Adjusted EBITDA for purposes of making decisions about allocating resources and assessing performance. Our CODM is not provided with total asset information by segment and accordingly does not measure or allocate resources based on total assets information. Therefore, we have not disclosed asset information by segment. As of June 30, 2025, we continue to define our Global Executive Board, collectively, as our CODM.
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Summarized financial information by business segment is as follows.
| Real Estate Management Services | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Workplace Management | $ | $ | |||||||||||||||
| Project Management | |||||||||||||||||
| Property Management | |||||||||||||||||
| Portfolio Services and Other | |||||||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Less: | |||||||||||||||||
| Platform compensation and benefits | $ | $ | |||||||||||||||
| Platform operating, administrative and other | |||||||||||||||||
| Gross contract costs | |||||||||||||||||
| Add: | |||||||||||||||||
| Equity earnings | |||||||||||||||||
| Other segment items | ( | ( | ( | ( | |||||||||||||
| Adjusted EBITDA | $ | $ | |||||||||||||||
Depreciation and amortization(1) | $ | $ | |||||||||||||||
(1) Excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders.
| Leasing Advisory | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Leasing | $ | $ | |||||||||||||||
| Advisory, Consulting and Other | |||||||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Less: | |||||||||||||||||
| Platform compensation and benefits | $ | $ | |||||||||||||||
| Platform operating, administrative and other | |||||||||||||||||
| Gross contract costs | |||||||||||||||||
| Add: | |||||||||||||||||
| Equity earnings | |||||||||||||||||
| Other segment items | |||||||||||||||||
| Adjusted EBITDA | $ | $ | |||||||||||||||
| Depreciation and amortization | $ | $ | |||||||||||||||
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| Capital Markets Services | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Investment Sales, Debt/Equity Advisory and Other | $ | $ | |||||||||||||||
| Value and Risk Advisory | |||||||||||||||||
| Loan Servicing | |||||||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Less: | |||||||||||||||||
| Platform compensation and benefits | $ | $ | |||||||||||||||
| Platform operating, administrative and other | |||||||||||||||||
| Gross contract costs | |||||||||||||||||
| Add: | |||||||||||||||||
| Equity earnings | |||||||||||||||||
| Other segment items | |||||||||||||||||
| Adjusted EBITDA | $ | $ | |||||||||||||||
| Depreciation and amortization | $ | $ | |||||||||||||||
| Investment Management | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Advisory fees | $ | $ | |||||||||||||||
| Transaction fees and other | |||||||||||||||||
| Incentive fees | |||||||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Less: | |||||||||||||||||
| Platform compensation and benefits | $ | $ | |||||||||||||||
| Platform operating, administrative and other | |||||||||||||||||
| Gross contract costs | |||||||||||||||||
| Add: | |||||||||||||||||
| Other segment items | ( | ||||||||||||||||
| Adjusted EBITDA | $ | $ | |||||||||||||||
| Depreciation and amortization | $ | $ | |||||||||||||||
| Equity losses | $ | ( | ( | $ | ( | ( | |||||||||||
| Software and Technology Solutions | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | $ | |||||||||||||||
| Less: | |||||||||||||||||
| Platform compensation and benefits | $ | $ | |||||||||||||||
| Platform operating, administrative and other | |||||||||||||||||
| Gross contract costs | |||||||||||||||||
| Add: | |||||||||||||||||
| Other segment items | |||||||||||||||||
| Adjusted EBITDA | $ | ( | ( | $ | ( | ( | |||||||||||
| Depreciation and amortization | $ | $ | |||||||||||||||
| Equity losses | $ | ( | ( | $ | ( | ( | |||||||||||
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The following table is a reconciliation of segment revenue to consolidated revenue.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Real Estate Management Services | $ | |||||||||||||
| Leasing Advisory | ||||||||||||||
| Capital Markets Services | ||||||||||||||
| Investment Management | ||||||||||||||
| Software and Technology Solutions | ||||||||||||||
| Total Revenue | $ | |||||||||||||
The following table is a reconciliation of Adjusted EBITDA to Net income attributable to common shareholders.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Adjusted EBITDA - Real Estate Management Services | $ | $ | ||||||||||||
| Adjusted EBITDA - Leasing Advisory | ||||||||||||||
| Adjusted EBITDA - Capital Markets Services | ||||||||||||||
| Adjusted EBITDA - Investment Management | ||||||||||||||
| Adjusted EBITDA - Software and Technology Solutions | ( | ( | ( | ( | ||||||||||
| Adjusted EBITDA - Consolidated | $ | $ | ||||||||||||
| Adjustments: | ||||||||||||||
| Restructuring and acquisition charges | $ | ( | ( | $ | ( | ( | ||||||||
| Interest on employee loans, net of forgiveness | ||||||||||||||
Equity losses - Investment Management and Software and Technology Solutions(1) | ( | ( | ( | ( | ||||||||||
| Credit losses on convertible note investments | ( | ( | ||||||||||||
| Net non-cash MSR and mortgage banking derivative activity | ( | ( | ( | ( | ||||||||||
| Interest expense, net of interest income | ( | ( | ( | ( | ||||||||||
| Income tax provision | ( | ( | ( | ( | ||||||||||
Depreciation and amortization(1) | ( | ( | ( | ( | ||||||||||
| Net income attributable to common shareholders | $ | $ | ||||||||||||
(1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.
5.BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
Business Combinations Activity
During the six months ended June 30, 2025, we paid $18.7 million for business acquisitions, which included $12.6 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years. During the six months ended June 30, 2024, we paid $44.2 million for business acquisitions, which included $39.3 million of payments relating to acquisitions in 2024 and $4.9 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years.
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Earn-Out Payments
| ($ in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria | |||||||||||
| Maximum earn-out payments (undiscounted) | $ | ||||||||||
Short-term earn-out liabilities (fair value)(1) | |||||||||||
Long-term earn-out liabilities (fair value)(1) | |||||||||||
(1) Included in Other current and Other long-term liabilities on the Consolidated Balance Sheets.
Assuming the achievement of the applicable performance criteria, we anticipate making these earn-out payments over the next five years. Refer to Note 7, Fair Value Measurements, and Note 10, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.
Goodwill and Other Intangible Assets
Goodwill and unamortized intangibles as of June 30, 2025 consisted of: (i) goodwill of $4,715.8 million, (ii) identifiable intangibles of $630.0 million amortized over their remaining finite useful lives and (iii) $52.0 million of identifiable intangibles with indefinite useful lives that are not amortized. Notable portions of our goodwill and unamortized intangibles are denominated in currencies other than the U.S. dollar, which means a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates.
In conjunction with our new organizational structure described more fully in Note 4, Business Segments, we reassessed our reporting units as of January 1, 2025. As a result of the changes in Real Estate Management Services and Leasing Advisory, we reassigned goodwill to these reporting units using a relative fair value approach. Under this methodology, the fair value of each impacted reporting unit was determined using a combination of the income approach and the market approach, and this resulting relative fair value was used to reassign the balance of goodwill.
We considered the change to Real Estate Management Services and Leasing Advisory reporting units a triggering event requiring the testing of our goodwill for impairment as of January 1, 2025. We performed a quantitative test relying on the discounted cash flow ("DCF") method, an income approach, and a market approach in determining the estimated fair value of these reporting units. Our analysis relied on significant judgments and assumptions in determining the inputs, specifically, forecasted revenue growth, forecasted profitability margin and the discount rate used to present value the estimated future cash flows. Our analysis indicated that no impairment existed as the estimated fair value of both Real Estate Management Services and Leasing Advisory reporting units exceeded their respective carrying value.
The following table details, by reporting segment, movements in goodwill.
| (in millions) | Real Estate Management Services | Leasing Advisory | Capital Markets Services | Investment Management | Software and Technology Solutions | Consolidated | |||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | |||||||||||||||||||||
| Additions, net of adjustments | |||||||||||||||||||||||
| Impact of exchange rate movements | ( | ||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | |||||||||||||||||||||
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The following tables detail, by intangible type, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.
| (in millions) | MSRs | Other Intangibles | Consolidated | |||||||||||
| Gross Carrying Amount | ||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ||||||||||||
| Additions, net of adjustments | ||||||||||||||
| Adjustment for fully amortized intangibles | ( | ( | ( | |||||||||||
| Impact of exchange rate movements | ||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ||||||||||||
| Accumulated Amortization | ||||||||||||||
| Balance as of December 31, 2024 | $ | ( | ( | $ | ( | |||||||||
Amortization expense, net(1) | ( | ( | ( | |||||||||||
| Adjustment for fully amortized intangibles | ||||||||||||||
| Impact of exchange rate movements | ( | ( | ||||||||||||
| Balance as of June 30, 2025 | $ | ( | ( | $ | ( | |||||||||
| Net book value as of June 30, 2025 | $ | $ | ||||||||||||
(1) Included in this amount for MSRs was $2.3 million relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights. Amortization of MSRs is included in Revenue within the Consolidated Statements of Comprehensive Income.
| (in millions) | MSRs | Other Intangibles | Consolidated | |||||||||||
| Gross Carrying Amount | ||||||||||||||
| Balance as of December 31, 2023 | $ | $ | ||||||||||||
| Additions, net of adjustments | ||||||||||||||
| Adjustment for fully amortized intangibles | ( | ( | ( | |||||||||||
| Impact of exchange rate movements | ( | ( | ||||||||||||
| Balance as of June 30, 2024 | $ | $ | ||||||||||||
| Accumulated Amortization | ||||||||||||||
| Balance as of December 31, 2023 | $ | ( | ( | $ | ( | |||||||||
Amortization expense, net(1) | ( | ( | ( | |||||||||||
| Adjustment for fully amortized intangibles | ||||||||||||||
| Impact of exchange rate movements | ||||||||||||||
| Balance as of June 30, 2024 | $ | ( | ( | $ | ( | |||||||||
| Net book value as of June 30, 2024 | $ | $ | ||||||||||||
(1) Included in this amount for MSRs was $4.2 million relating to write-offs due to prepayments of sold warehouse receivables for which we retained the servicing rights. Amortization of MSRs is included in Revenue within the Consolidated Statements of Comprehensive Income.
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6.INVESTMENTS
Summarized investment balances as of June 30, 2025 and December 31, 2024 are presented in the following table.
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Investment Management co-investments | $ | ||||||||||
| Software and Technology Solutions investments | |||||||||||
| Other investments | |||||||||||
| Total | $ | ||||||||||
Our Investment Management co-investments are primarily direct investments in 50 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement, while our Software and Technology Solutions investments are generally investments in early to mid-stage proptech companies as well as proptech funds.
We have maximum potential unfunded commitments to direct investments or investment vehicles of $211.4 million and $8.1 million as of June 30, 2025, for our Investment Management and Software and Technology Solutions businesses, respectively.
Impairment
During the six months ended June 30, 2025, we recognized an investment-level impairment charge of $2.2 million on one investment accounted for under the measurement alternative. This activity was included within Equity earnings on our Consolidated Statements of Comprehensive Income. There were no other significant impairments in 2025. In addition, there were no significant other-than-temporary impairment charges on Investments for the six months ended June 30, 2024.
Fair Value
We report a majority of our investments at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity earnings/losses. The table below shows the movement in our investments reported at fair value.
The table below does not include our $8.0 million investment in certain mid-stage non-public companies as they are non-marketable equity investments accounted for under the measurement alternative, defined as cost minus impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
| (in millions) | 2025 | 2024 | ||||||
| Fair value investments as of January 1, | $ | |||||||
| Investments | ||||||||
| Distributions | ( | ( | ||||||
| Change in fair value, net | ( | ( | ||||||
| Foreign currency translation adjustments, net | ( | |||||||
| Transfers in | ||||||||
| Fair value investments as of June 30, | $ | |||||||
See Note 7, Fair Value Measurements, for additional discussion of our investments reported at fair value.
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7.FAIR VALUE MEASUREMENTS
We measure certain assets and liabilities in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, it establishes a framework for measuring fair value according to the following three-tier fair value hierarchy:
•Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date;
•Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and
•Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Financial Instruments
Our financial instruments include Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, Warehouse receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, Commercial paper, Short-term borrowings, contract liabilities, Warehouse facilities, Credit facility, Long-term debt and foreign currency forward contracts. The carrying amounts of Cash and cash equivalents, Trade receivables, Notes and other receivables, Reimbursable receivables, restricted cash, contract assets, Accounts payable, Reimbursable payables, contract liabilities and the Warehouse facilities approximate their estimated fair values due to the short-term nature of these instruments. The carrying values of our Credit facility, Commercial paper and Short-term borrowings approximate their estimated fair values given the variable interest rate terms and market spreads.
We estimated the fair value of our Long-term debt using dealer quotes that are Level 2 inputs in the fair value hierarchy. The fair value and carrying value of our debt are presented in the following table.
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Long-term debt, fair value | $ | ||||||||||
| Long-term debt, carrying value, net of debt issuance costs | |||||||||||
Investments at Fair Value - Net Asset Value ("NAV")
We report a significant portion of our investments at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value, and we report these fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity earnings/losses.
For a subset of our investments reported at fair value, we estimate the fair value using the NAV per share (or its equivalent) our investees provide. Critical inputs to NAV estimates included valuations of the underlying real estate assets and borrowings, which incorporate investment-specific assumptions such as discount rates, capitalization rates, rental and expense growth rates, and asset-specific market borrowing rates. We did not consider any adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate. As of June 30, 2025 and December 31, 2024, investments at fair value using NAV were $495.1 million and $367.9 million, respectively. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table.
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Recurring Fair Value Measurements
The following table categorizes by level in the fair value hierarchy the estimated fair value of our assets and liabilities measured at fair value on a recurring basis.
| June 30, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
| Assets | |||||||||||||||||||||||
| Investments - fair value | $ | ||||||||||||||||||||||
| Foreign currency forward contracts receivable | |||||||||||||||||||||||
| Warehouse receivables | |||||||||||||||||||||||
| Deferred compensation plan assets | |||||||||||||||||||||||
| Mortgage banking derivative assets | |||||||||||||||||||||||
| Total assets at fair value | $ | ||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Foreign currency forward contracts payable | $ | ||||||||||||||||||||||
| Deferred compensation plan liabilities | |||||||||||||||||||||||
| Earn-out liabilities | |||||||||||||||||||||||
| Mortgage banking derivative liabilities | |||||||||||||||||||||||
| Total liabilities at fair value | $ | ||||||||||||||||||||||
Investments
We classify one investment as Level 1 in the fair value hierarchy as a quoted price is readily available. We increase or decrease our investment each reporting period by the change in the fair value of the investment. We report the fair value adjustments in our Consolidated Statements of Comprehensive Income within Equity earnings/losses.
Investments classified as Level 3 in the fair value hierarchy represent investments in early-stage non-public entities where we elected the fair value option. For most of our investments, the carrying value was deemed to approximate fair value due to the proximity of the investment date, or date of most recent financing raise, to the balance sheet date, as well as consideration of investee-level performance updates. The fair value of certain investments is estimated using significant unobservable inputs which requires judgment due to the absence of market data. In determining the estimated fair value of these investments, we utilize appropriate valuation techniques including discounted cash flow analyses, scorecard method, Black-Scholes models and other methods as appropriate. Key inputs include projected cash flows, discount rates, peer group multiples and volatility.
To the extent there are changes in fair value, we recognize such changes through Equity earnings/losses.
Foreign Currency Forward Contracts
We regularly use foreign currency forward contracts to manage our currency exchange rate risk related to intercompany lending and cash management practices. These contracts are on the Consolidated Balance Sheets as current assets and current liabilities. We determine the fair values of these contracts based on current market rates. The inputs for these valuations are Level 2 in the fair value hierarchy. The following table details the gross notional value and net basis of these contracts.
| (in billions) | June 30, 2025 | December 31, 2024 | |||||||||
| Foreign currency forward contracts, gross notional value | $ | ||||||||||
| Foreign currency forward contracts, net basis | |||||||||||
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We record the asset and liability positions for our foreign currency forward contracts based on the net payable or net receivable position with the financial institutions from which we purchase these contracts. The outstanding balances of these contracts are presented in the following table.
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Net asset, receivable positions | $ | ||||||||||
| Net asset, payable positions | ( | ( | |||||||||
| Foreign currency forward contracts receivable | $ | ||||||||||
| Net liability, receivable positions | $ | ( | ( | ||||||||
| Net liability, payable positions | |||||||||||
| Foreign currency forward contracts payable | $ | ||||||||||
Warehouse Receivables
The fair value of the Warehouse receivables is based on already locked-in security-buy prices. As of June 30, 2025 and December 31, 2024, all of our Warehouse receivables included in the Consolidated Balance Sheets were under commitment to be purchased by government-sponsored enterprises ("GSEs") or by a qualifying investor as part of a U.S. government or GSE mortgage-backed security program. The Warehouse receivables are classified as Level 2 in the fair value hierarchy as all significant inputs are readily observable.
Deferred Compensation
We maintain a deferred compensation plan for certain of our U.S. employees that allows them to defer portions of their compensation. We recorded this plan on our Consolidated Balance Sheet as Deferred compensation plan assets, long-term deferred compensation plan liabilities, included in Deferred compensation, and as a reduction of equity, Shares held in trust. The components of the plan are presented in the following table.
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Deferred compensation plan assets | $ | ||||||||||
| Long-term deferred compensation plan liabilities | |||||||||||
| Shares held in trust | |||||||||||
Earn-Out Liabilities
We classify our Earn-out liabilities within Level 3 in the fair value hierarchy because the inputs we use to develop the estimated fair value include unobservable inputs. See Note 5, Business Combinations, Goodwill and Other Intangible Assets, for additional discussion of our Earn-out liabilities.
Mortgage Banking Derivatives
Both our interest rate lock commitments to prospective borrowers and forward sale contracts with prospective investors are undesignated derivatives and considered Level 3 valuations due to significant unobservable inputs related to nonperformance risk. Although nonperformance risk does not currently have a material impact, an increase in nonperformance risk assumptions would result in a lower fair value measurement.
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The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).
| (in millions) | Balance as of March 31, 2025 | Net change in fair value | Foreign CTA(1) | Purchases / Additions | Settlements | Transfers in | Balance as of June 30, 2025 | |||||||||||||||||||
| Investments | $ | ( | $ | |||||||||||||||||||||||
| Mortgage banking derivative assets and liabilities, net | ( | |||||||||||||||||||||||||
| Earn-out liabilities | ( | ( | ||||||||||||||||||||||||
| (in millions) | Balance as of March 31, 2024 | Net change in fair value | Foreign CTA(1) | Purchases / Additions | Settlements | Transfers in (out)(2) | Balance as of June 30, 2024 | |||||||||||||||||||
| Investments | $ | ( | ( | $ | ||||||||||||||||||||||
| Mortgage banking derivative assets and liabilities, net | ( | |||||||||||||||||||||||||
| Earn-out liabilities | ( | ( | ( | |||||||||||||||||||||||
| (in millions) | Balance as of December 31, 2024 | Net change in fair value | Foreign CTA(1) | Purchases / Additions | Settlements | Transfers out | Balance as of June 30, 2025 | |||||||||||||||||||
| Investments | $ | ( | ( | $ | ||||||||||||||||||||||
| Mortgage banking derivative assets and liabilities, net | ( | |||||||||||||||||||||||||
| Earn-out liabilities | ( | ( | ( | |||||||||||||||||||||||
| (in millions) | Balance as of December 31, 2023 | Net change in fair value | Foreign CTA(1) | Purchases / Additions | Settlements | Transfers in (out)(2) | Balance as of June 30, 2024 | |||||||||||||||||||
| Investments | $ | ( | ( | $ | ||||||||||||||||||||||
| Mortgage banking derivative assets and liabilities, net | ( | |||||||||||||||||||||||||
| Earn-out liabilities | ( | ( | ( | |||||||||||||||||||||||
(1) CTA: Currency translation adjustments
(2) Transfers in for Investments: Notes receivable (inclusive of accrued interest) converted to unconsolidated equity investments and were classified as a Level 3 investment immediately.
Net change in fair value, included in the tables above, is reported in Net income as follows.
| Category of Assets/Liabilities using Unobservable Inputs | Consolidated Statements of Comprehensive Income Account Caption | ||||
| Earn-out liabilities (short-term and long-term) | Restructuring and acquisition charges | ||||
| Investments | Equity earnings/losses | ||||
| Other current assets - Mortgage banking derivative assets | Revenue | ||||
| Other current liabilities - Mortgage banking derivative liabilities | Revenue | ||||
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Non-Recurring Fair Value Measurements
We review our investments, except those investments otherwise reported at fair value, on a quarterly basis, or as otherwise deemed necessary, for indications of whether we may be unable to recover the carrying value of our investments and whether such investments are other than temporarily impaired. When the carrying amount of the investment is in excess of the estimated future undiscounted cash flows, we use a discounted cash flow approach or other acceptable method to determine the fair value of the investment in computing the amount of the impairment. Our determination of fair value primarily relies on Level 3 inputs. During the six months ended June 30, 2025, we recognized an investment-level impairment charge on one investment accounted for under the measurement alternative, as further described in Note 6, Investments. We did not recognize any significant investment-level impairment losses during the six months ended June 30, 2024.
8.DEBT
Debt is composed of the following obligations.
| ($ in millions) | June 30, 2025 | December 31, 2024 | ||||||
| Short-term debt: | ||||||||
| Local overdraft facilities | $ | |||||||
| Other short-term borrowings | ||||||||
Commercial paper, net of debt issuance costs of $ | ||||||||
| Total short-term debt, net of debt issuance costs | $ | |||||||
Credit facility, net of debt issuance costs of $ | ||||||||
Long-term senior notes, | ||||||||
Long-term senior notes, | ||||||||
Long-term senior notes, | ||||||||
| Total debt, net of debt issuance costs | $ | |||||||
Commercial Paper Program
We maintain a commercial paper program (the "Program") in which we may issue up to $2.5 billion of short-term, unsecured and unsubordinated commercial paper notes at any time. Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time. Notes issued under the Program will be sold under customary market terms in the U.S. commercial paper market at par less a discount representing an interest factor or, if interest bearing, at par. The maturities of the Program notes may vary but may not exceed 397 days from the date of issuance. We intend to use net proceeds of the Program for general corporate purposes, including the repayment of outstanding borrowings under our credit facilities.
Credit Facilities
We have a $3.3 billion unsecured revolving credit facility (the "Facility") that matures on November 3, 2028. Undiscounted pricing on the Facility ranges from Adjusted Term Secured Overnight Financing Rate ("SOFR") plus 0.875% to 1.35% , with pricing including facility fees, as of June 30, 2025 at Adjusted Term SOFR plus 0.98 %.
In addition, we have an uncommitted credit agreement (the "Uncommitted Facility"), which allows for discretionary short-term liquidity of up to $400.0 million. Interest and fees are set at the time of utilization and calculated on a 360-day basis. Between quarter-end dates, we intend to use the proceeds to reduce indebtedness under the Facility at a lower interest rate. As such, the Uncommitted Facility had no outstanding balance as of both June 30, 2025, and December 31, 2024.
The following table provides additional information on our Program, Facility and Uncommitted Facility, collectively.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Average outstanding borrowings | $ | $ | ||||||||||||
| Average effective interest rate | % | % | % | % | ||||||||||
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We will continue to use the Facility for, but not limited to, business acquisitions, working capital needs (including payment of accrued incentive compensation), co-investment activities, share repurchases and capital expenditures.
Short-Term and Long-Term Debt
In addition to our credit facilities, we have the capacity to borrow up to an additional $46.1 million as of June 30, 2025, under local overdraft facilities. Amounts outstanding are presented in the debt table above.
As of June 30, 2025, our issuer and senior unsecured ratings are investment grade: Baa1 from Moody’s Investors Service, Inc. and BBB+ from Standard & Poor’s Ratings Services.
Covenants
Our Facility and senior notes are subject to customary financial and other covenants, including cash interest coverage ratios and leverage ratios, as well as event of default conditions. We remained in compliance with all covenants as of June 30, 2025.
Warehouse Facilities
We maintain our Warehouse facilities with third-party lenders for the purpose of funding mortgage loans that will be resold (Warehouse receivables). The following table shows our gross cash activity related to Warehouse receivables as well as the corresponding, and largely offsetting, net change of our Warehouse facilities. This activity, in aggregate, is reflected as net cash flows from operating activities in our Consolidated Statements of Cash Flows.
| Six Months Ended June 30, | ||||||||
| (in millions) | 2025 | 2024 | ||||||
| Origination of mortgage loans | $ | ( | ( | |||||
| Proceeds from the sales of mortgage loans | ||||||||
| Net increase (decrease) in Warehouse facilities | ( | |||||||
The following table provides details regarding our Warehouse facilities lines of credit.
| June 30, 2025 | December 31, 2024 | ||||||||||||||||
| ($ in millions) | Outstanding Balance | Maximum Capacity | Outstanding Balance | Maximum Capacity | |||||||||||||
| Warehouse facilities: | |||||||||||||||||
| $ | |||||||||||||||||
Fannie Mae ASAP(2) program, SOFR plus 1.25% | n/a | n/a | |||||||||||||||
| Gross warehouse facilities | |||||||||||||||||
| Debt issuance costs | ( | n/a | ( | n/a | |||||||||||||
| Total warehouse facilities | $ | ||||||||||||||||
(1) In the second quarter of 2025, JLL temporarily increased the maximum borrowing capacity of the facility from $400.0 million to $1,900.0 million, with an expiration date of August 29, 2025. After August 29, 2025 the maximum capacity will revert to the original amount.
(2) As Soon As Pooled ("ASAP") funding program
We have lines of credit established for the sole purpose of funding our Warehouse receivables. These lines of credit exist with financial institutions and are secured by the related Warehouse receivables. Pursuant to these facilities, we are required to comply with certain financial covenants regarding (i) minimum net worth, (ii) minimum servicing-related loans and (iii) minimum adjusted leverage ratios. We remained in compliance with all covenants under our facilities as of June 30, 2025.
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9.COMMITMENTS AND CONTINGENCIES
We are a defendant in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount.
Professional Indemnity Insurance
In order to better manage our global insurance program and support our risk management efforts, we supplement our traditional insurance coverage for certain types of claims by using a wholly-owned captive insurance company. The level of risk retained by our captive insurance company, with respect to professional indemnity claims, is up to $10.0 million per claim. We contract third-party insurance companies to provide coverage of risk in excess of this amount. When a potential loss event occurs, we estimate the ultimate cost of the claim and accrue the amount in Other current and long-term liabilities on our Consolidated Balance Sheets when probable and estimable. In addition, we have established receivables from third-party insurance providers for claim amounts in excess of the risk retained by our captive insurance company. In total, these receivables were $0.5
The following table shows the professional indemnity accrual activity and related payments.
| (in millions) | |||||
| December 31, 2024 | |||||
| New claims | |||||
| Prior year claims adjustments (including foreign currency changes) | |||||
| Claims paid | ( | ||||
| June 30, 2025 | $ | ||||
| December 31, 2023 | $ | ||||
| New claims | |||||
| Prior year claims adjustments (including foreign currency changes) | |||||
| Claims paid | ( | ||||
| June 30, 2024 | $ | ||||
Delegated Underwriting and Servicing ("DUS") Program Loan Loss-Sharing
As a participant in the DUS program, we retain a portion of the risk of loss for loans that are originated and sold under the DUS program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios. Generally, we share approximately one-third of incurred losses, subject to a cap of 20% of the principal balance of the mortgage at origination. As of June 30, 2025 and December 31, 2024, we had loans, funded and sold, subject to such loss-sharing arrangements with an aggregate unpaid principal balance of $24.0 billion and $23.0 billion, respectively.
For all DUS program loans with loss-sharing obligations, we record a non-contingent liability equal to the estimated fair value of the guarantee obligations undertaken upon sale of the loan, which reduces our gain on sale of the loan. Subsequently, this liability is amortized over the estimated life of the loan and recognized as Revenue on the Consolidated Statements of Comprehensive Income. As of June 30, 2025 and December 31, 2024, the loss-sharing guarantee obligations were $30.2 million and $30.0 million, respectively, and are included in Other liabilities on our Consolidated Balance Sheets.
The loss-sharing aspect of the program represents an off-balance sheet credit exposure. We record a separate contingent reserve for this risk calculated on an individual loan level. As of June 30, 2025 and December 31, 2024, the loan loss guarantee reserve was $24.1 million and $28.5 million, respectively, and is included within Other liabilities on our Consolidated Balance Sheets. During the three-months ended June 30, 2025, we entered into an enhanced loss-sharing agreement with Fannie Mae associated with a specific three-loan portfolio. The agreement finalized our portion of the loss at $20.6 million and, as a result, there is no residual loss exposure for the subject loans. There were no loan losses incurred during the six months ended June 30, 2024.
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10. RESTRUCTURING AND ACQUISITION CHARGES
Restructuring and acquisition charges include cash and non-cash expenses. Cash-based charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes, (ii) acquisition, transaction and integration-related charges and (iii) other restructuring including lease exit charges. Non-cash charges include (i) stock-based compensation expense for retention awards issued in conjunction with prior-period acquisitions and (ii) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity. Restructuring and acquisition charges are presented in the table below.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Severance and other employment-related charges | $ | $ | |||||||||||||||
| Restructuring, pre-acquisition and post-acquisition charges | |||||||||||||||||
| Stock-based compensation expense for post-acquisition retention awards | |||||||||||||||||
| Fair value adjustments to earn-out liabilities | ( | ( | ( | ( | |||||||||||||
| Restructuring and acquisition charges | $ | $ | |||||||||||||||
We expect nearly all expenses related to (i) severance and other employment-related charges and (ii) restructuring, pre-acquisition and post-acquisition charges as of June 30, 2025 will be paid during the next twelve months.
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11. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
The tables below present the changes in Accumulated other comprehensive income (loss) ("AOCI") by component.
| (in millions) | Pension and postretirement benefit | Cumulative foreign currency translation adjustment | Total | |||||||||||
| Balance as of March 31, 2025 | $ | ( | ( | $ | ( | |||||||||
Other comprehensive income before reclassification | ||||||||||||||
| Amounts reclassified from AOCI after tax expense of $ -, $ - and $ - | ||||||||||||||
Other comprehensive income after tax expense of $ - , $ - and $ - | ||||||||||||||
| Balance as of June 30, 2025 | $ | ( | ( | $ | ( | |||||||||
| (in millions) | Pension and postretirement benefit | Cumulative foreign currency translation adjustment | Total | |||||||||||
| Balance as of March 31, 2024 | $ | ( | ( | $ | ( | |||||||||
Other comprehensive loss before reclassification | ( | ( | ||||||||||||
| Amounts reclassified from AOCI after tax expense of $ - , $ - and $ - | ||||||||||||||
Other comprehensive loss after tax expense of $ - , $ - and $ - | ( | ( | ||||||||||||
| Balance as of June 30, 2024 | $ | ( | ( | $ | ( | |||||||||
| (in millions) | Pension and postretirement benefit | Cumulative foreign currency translation adjustment | Total | |||||||||||
| Balance as of December 31, 2024 | $ | ( | ( | $ | ( | |||||||||
Other comprehensive (loss) income before reclassification | ( | |||||||||||||
| Amounts reclassified from AOCI after tax expense of $ - , $ - and $ - | ||||||||||||||
Other comprehensive (loss) income after tax expense of $ - , $ - and $ - | ( | |||||||||||||
| Balance as of June 30, 2025 | $ | ( | ( | $ | ( | |||||||||
| (in millions) | Pension and postretirement benefit | Cumulative foreign currency translation adjustment | Total | |||||||||||
| Balance as of December 31, 2023 | $ | ( | ( | $ | ( | |||||||||
Other comprehensive income (loss) before reclassification | ( | ( | ||||||||||||
| Amounts reclassified from AOCI after tax expense of $ - , $ - and $ - | ||||||||||||||
Other comprehensive income (loss) after tax expense of $ - , $ - and $ - | ( | ( | ||||||||||||
| Balance as of June 30, 2024 | $ | ( | ( | $ | ( | |||||||||
For pension and postretirement benefits, we report amounts reclassified from Accumulated other comprehensive loss in Other income within the Consolidated Statements of Comprehensive Income.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements, including the notes thereto, for the six months ended June 30, 2025, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2024, which are included in our 2024 Annual Report on Form 10-K, filed with the SEC and also available on our website (www.jll.com). You should also refer to Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations contained in our 2024 Annual Report on Form 10-K.
The following discussion and analysis contains certain forward-looking statements generally identified by the words anticipates, believes, estimates, expects, forecasts, plans, intends and other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause JLL's actual results, performance, achievements, plans and objectives to be materially different from any future results, performance, achievements, plans and objectives expressed or implied by such forward-looking statements. See the Cautionary Note Regarding Forward-Looking Statements included within this section for further information.
We present our quarterly Management's Discussion and Analysis in the following sections:
(1)A summary of our critical accounting policies and estimates;
(2)Certain items affecting the comparability of results and certain market and other risks we face;
(3)The results of our operations, first on a consolidated basis and then for each of our business segments; and
(4)Liquidity and capital resources.
SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES
An understanding of our accounting policies is necessary for a complete analysis of our results, financial position, liquidity and trends. See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in our 2024 Annual Report on Form 10-K for a complete summary of our significant accounting policies.
The preparation of our financial statements requires management to make certain critical accounting estimates and judgments that impact (i) the stated amount of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the date of the financial statements and (iii) the reported amount of revenue and expenses during the reporting periods. These accounting estimates are based on management's judgment. We consider them to be critical because of their significance to the financial statements and the possibility that future events may differ from current judgments or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness. Although actual amounts likely differ from such estimated amounts, we believe such differences are not likely to be material.
A discussion of our critical accounting policies and estimates used in the preparation of our Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q can be found in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to these critical accounting policies and estimates during the six months ended June 30, 2025.
ITEMS AFFECTING COMPARABILITY
Macroeconomic Conditions
Our results of operations and the variability of these results are significantly influenced by (i) macroeconomic trends, (ii) the geopolitical environment, (iii) the global and regional real estate markets and (iv) the financial and credit markets. These macroeconomic and other conditions have had, and we expect will continue to have, a significant impact on the variability of our results of operations.
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Acquisitions and Dispositions
The timing of acquisitions and dispositions may impact the comparability of our results on a year-over-year basis. Our results include incremental revenues and expenses following the completion date of an acquisition. Relating to dispositions, comparable results will include the revenues and expenses of recent dispositions and results may also include gains (losses) on the disposition. In addition, there is generally an initial adverse impact on net income from an acquisition as a result of pre-acquisition due diligence expenditures, transaction/deal costs and post-acquisition integration costs, such as fees from third-party advisors engaged to assist with onboarding and process alignment, retention and severance expense, early lease termination costs and other integration expenses. For dispositions, we may also incur such incremental costs during the disposition process and these costs could have an adverse impact on net income.
Transaction-Based Revenues and Equity Earnings
Transaction-based revenues are impacted by the size and timing of our clients' transactions. Such revenues include investment sales and other capital markets activities, agency and tenant representation leasing transactions, incentive fees, and other services/offerings, which increase the variability of the revenue we earn. Specifically for Investment Management, the magnitude and timing of recognition of incentive fees are driven by one or a combination of the following: changes in valuations of the underlying investments, dispositions of managed assets and the contractual measurement periods with clients. The timing and the magnitude of transaction-based revenues can vary significantly from year to year and quarter to quarter and also vary geographically.
Equity earnings may vary substantially from period to period for a variety of reasons, including as a result of (i) valuation increases (decreases) on investments reported at fair value, (ii) gains (losses) on asset dispositions and (iii) impairment charges. The timing of recognition of these items may impact comparability between quarters, in any one year or compared to a prior year.
The comparability of these items can be seen in Note 4, Business Segments, of the Notes to Consolidated Financial Statements and is discussed further in Segment Operating Results included herein.
Foreign Currency
We conduct business using a variety of currencies, but we report our results in U.S. dollars. As a result, the volatility of currencies against the U.S. dollar may positively or negatively impact our results. This volatility can make it more difficult to perform period-to-period comparisons of the reported U.S. dollar results of operations, because such results may indicate a growth or decline rate that might not have been consistent with the real underlying growth or decline rates in the local operations. Consequently, we provide information about the impact of foreign currencies in the period-to-period comparisons of the reported results of operations in our discussion and analysis of financial condition in the Results of Operations section below.
Seasonality
Historically, we have reported a relatively smaller revenue and profit in the first quarter with both measures increasing each of the following three quarters. This is a result of a general focus in the real estate industry on completing or documenting transactions by calendar year end and the fact that certain expenses are constant through the year. Our seasonality excludes the recognition of investment-generated performance fees and realized and unrealized investment equity earnings and losses. Specifically, we recognize incentive fees when assets are sold or as a result of valuation increases in the portfolio, the timing of which may not be predictable or recurring. In addition, investment equity gains and losses are primarily dependent on valuations of underlying investments, and the direction and magnitude of changes to such valuations are not predictable. Non-variable operating expenses, which we treat as expenses when incurred during the year, are relatively constant on a quarterly basis.
A significant portion of our Compensation and benefits expense is from incentive compensation plans, which we generally accrue throughout the year based on progress toward annual performance targets. This quarterly estimation can result in significant fluctuations in quarterly Compensation and benefits expense from period to period. Consequently, the results for the periods ended June 30, 2025 and 2024 are not fully indicative of the results we expect to realize for the full fiscal year.
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RESULTS OF OPERATIONS
Definitions
•Assets under management data for Investment Management is primarily reported on a one-quarter lag.
•n.m.: not meaningful, represented by a percentage change of greater than 1,000%, favorable or unfavorable.
•Effective January 1, 2025, we report Project Management in Resilient revenue. Prior period financial information was recast to conform with this presentation.
•We define "Resilient" revenue as (i) Workplace Management, Project Management and Property Management, within Real Estate Management Services, (ii) Value and Risk Advisory, and Loan Servicing, within Capital Markets Services, (iii) Advisory Fees, within Investment Management, and (iv) Software and Technology Solutions. In addition, we define "Transactional" revenue as (i) Portfolio Services and Other, within Real Estate Management Services, (ii) Leasing Advisory, (iii) Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, and (iv) Incentive fees and Transaction fees and other, within Investment Management.
•Gross contract costs represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are directly or indirectly reimbursed through the fees we receive. These costs are presented on a gross basis in Operating expenses (with the corresponding fees in Revenue).
•We define "MENA" as Middle East and North Africa.
Consolidated Operating Results
| Three Months Ended June 30, | Change in | % Change in Local Currency | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | ||||||||||||||
| Real Estate Management Services | $ | 4,894.0 | 4,369.9 | 524.1 | 12 | % | 11 | % | |||||||||
| Leasing Advisory | 676.8 | 642.2 | 34.6 | 5 | 5 | ||||||||||||
| Capital Markets Services | 520.3 | 457.6 | 62.7 | 14 | 12 | ||||||||||||
| Investment Management | 103.1 | 102.6 | 0.5 | — | (2) | ||||||||||||
| Software and Technology Solutions | 55.9 | 56.4 | (0.5) | (1) | (1) | ||||||||||||
| Revenue | $ | 6,250.1 | 5,628.7 | 621.4 | 11 | % | 10 | % | |||||||||
| Platform compensation and benefits | $ | 1,427.2 | 1,330.8 | 96.4 | 7 | % | 6 | % | |||||||||
| Platform operating, administrative and other expenses | 349.7 | 324.3 | 25.4 | 8 | 6 | ||||||||||||
| Depreciation and amortization | 67.7 | 62.3 | 5.4 | 9 | 8 | ||||||||||||
| Total platform operating expenses | 1,844.6 | 1,717.4 | 127.2 | 7 | % | 6 | % | ||||||||||
| Gross contract costs | 4,186.8 | 3,747.4 | 439.4 | 12 | 11 | ||||||||||||
| Restructuring and acquisition charges | 21.3 | 11.5 | 9.8 | 85 | 87 | ||||||||||||
| Total operating expenses | $ | 6,052.7 | 5,476.3 | 576.4 | 11 | % | 10 | % | |||||||||
| Operating income | $ | 197.4 | 152.4 | 45.0 | 30 | % | 28 | % | |||||||||
| Equity losses | $ | (27.4) | (15.4) | (12.0) | (78) | % | (79) | % | |||||||||
| Net non-cash MSR and mortgage banking derivative activity | $ | (4.2) | (11.8) | 7.6 | 64 | % | 64 | % | |||||||||
| Adjusted EBITDA | $ | 291.7 | 246.3 | 45.4 | 18 | % | 17 | % | |||||||||
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Consolidated Operating Results (continued)
| Six Months Ended June 30, | Change in | % Change in Local Currency | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | ||||||||||||||
| Real Estate Management Services | $ | 9,463.4 | 8,439.1 | 1,024.3 | 12 | % | 12 | % | |||||||||
| Leasing Advisory | 1,262.9 | 1,162.6 | 100.3 | 9 | 9 | ||||||||||||
| Capital Markets Services | 955.6 | 835.2 | 120.4 | 14 | 14 | ||||||||||||
| Investment Management | 201.6 | 206.0 | (4.4) | (2) | (3) | ||||||||||||
| Software and Technology Solutions | 113.0 | 110.3 | 2.7 | 2 | 3 | ||||||||||||
| Revenue | $ | 11,996.5 | 10,753.2 | 1,243.3 | 12 | % | 12 | % | |||||||||
| Platform compensation and benefits | $ | 2,718.9 | 2,509.3 | 209.6 | 8 | % | 8 | % | |||||||||
| Platform operating, administrative and other expenses | 650.8 | 594.7 | 56.1 | 9 | 9 | ||||||||||||
| Depreciation and amortization | 139.3 | 123.3 | 16.0 | 13 | 13 | ||||||||||||
| Total platform operating expenses | $ | 3,509.0 | 3,227.3 | 281.7 | 9 | % | 9 | % | |||||||||
| Gross contract costs | 8,129.1 | 7,246.1 | 883.0 | 12 | 13 | ||||||||||||
| Restructuring and acquisition charges | 41.0 | 13.2 | 27.8 | 211 | 213 | ||||||||||||
| Total operating expenses | $ | 11,679.1 | 10,486.6 | 1,192.5 | 11 | % | 12 | % | |||||||||
| Operating income | $ | 317.4 | 266.6 | 50.8 | 19 | % | 18 | % | |||||||||
| Equity losses | $ | (53.0) | (19.1) | (33.9) | (177) | % | (179) | % | |||||||||
| Net non-cash MSR and mortgage banking derivative activity | $ | (17.1) | (20.8) | 3.7 | 18 | % | 18 | % | |||||||||
| Adjusted EBITDA | $ | 516.5 | 433.4 | 83.1 | 19 | % | 19 | % | |||||||||
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Non-GAAP Financial Measures
Management uses certain non-GAAP financial measures to develop budgets and forecasts, measure and reward performance against those budgets and forecasts, and enhance comparability to prior periods. These measures are believed to be useful to investors and other external stakeholders as supplemental measures of core operating performance and include the following:
•Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") and
•Percentage changes against prior periods, presented on a local currency basis.
However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with U.S. GAAP. Any measure that eliminates components of a company’s capital structure, cost of operations or investments, or other results has limitations as a performance measure. In light of these limitations, management also considers U.S. GAAP financial measures and does not rely solely on non-GAAP financial measures. Because our non-GAAP financial measures are not calculated in accordance with U.S. GAAP, they may not be comparable to similarly titled measures used by other companies.
Adjustments to U.S. GAAP Financial Measures Used to Calculate non-GAAP Financial Measures
Net non-cash MSR and mortgage banking derivative activity consists of the balances presented within Revenue composed of (i) derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity and (ii) gains recognized from the retention of MSR upon origination and sale of mortgage loans, offset by (iii) amortization of MSR intangible assets over the period that net servicing income is projected to be received. Non-cash derivative gains/losses resulting from mortgage banking loan commitment and warehousing activity are calculated as the estimated fair value of loan commitments and subsequent changes thereof, primarily represented by the estimated net cash flows associated with future servicing rights. MSR gains and corresponding MSR intangible assets are calculated as the present value of estimated net cash flows over the estimated mortgage servicing periods. The above activity is reported entirely within Revenue of the Capital Markets Services segment. Excluding net non-cash MSR and mortgage banking derivative activity reflects how we manage and evaluate performance because the excluded activity is non-cash in nature.
Restructuring and acquisition charges primarily consist of (i) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership or transformation of business processes; (ii) acquisition, transaction and integration-related charges, including fair value adjustments, which are generally non-cash in the periods such adjustments are made, to assets and liabilities recorded in purchase accounting such as earn-out liabilities and intangible assets; and (iii) other restructuring, including lease exit charges. Such activity is excluded as the amounts are generally either non-cash in nature or the anticipated benefits from the expenditures would not likely be fully realized until future periods. Restructuring and acquisition charges are excluded from segment operating results and therefore not a line item in the segments’ reconciliation to Adjusted EBITDA.
Gain/loss on disposition reflects the gain or loss recognized on the sale or disposition of businesses. Given the low frequency of business disposals by the Company historically, the gain or loss directly associated with such activity is excluded as it is not considered indicative of core operating performance.
Interest on employee loans, net of forgiveness reflects interest accrued on employee loans less the amount of accrued interest forgiven. Certain employees (predominantly in Leasing Advisory and Capital Markets Services) receive cash payments structured as loans, with interest. Employees earn forgiveness of the loan based on performance, generally calculated as a percentage of revenue production. Such forgiven amounts are reflected in Compensation and benefits expense. Given the interest accrued on these employee loans and subsequent forgiveness are non-cash and the amounts perfectly offset over the life of the loan, the activity is not indicative of core operating performance and is excluded from non-GAAP measures.
Equity earnings/losses (Investment Management and Software and Technology Solutions) primarily reflects valuation changes on investments reported at fair value. Investments reported at fair value are increased or decreased each reporting period by the change in the fair value of the investment. Where the measurement alternative has been elected, our investment is increased or decreased upon observable price changes. Such activity is excluded as the amounts are generally non‑cash in nature and not indicative of core operating performance.
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Note: Equity earnings/losses in the remaining segments represent the results of unconsolidated operating ventures (not investments), and therefore, the amounts are included in Adjusted EBITDA on both a segment and consolidated basis.
Credit losses on convertible note investments reflects credit impairments associated with pre-equity convertible note investments in early-stage proptech enterprises. Such losses are similar to the equity investment-related losses included in equity earnings/losses for Software and Technology Solutions' investments and are therefore consistently excluded from adjusted measures.
Reconciliation of Non-GAAP Financial Measures
Below is a reconciliation of Net income attributable to common shareholders to Adjusted EBITDA.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Net income attributable to common shareholders | $ | 112.3 | 84.4 | $ | 167.6 | 150.5 | ||||||||
| Add: | ||||||||||||||
| Interest expense, net of interest income | 35.3 | 41.7 | 59.9 | 72.2 | ||||||||||
| Income tax provision | 26.7 | 20.5 | 40.7 | 36.4 | ||||||||||
Depreciation and amortization(1) | 66.7 | 61.4 | 137.4 | 121.4 | ||||||||||
| Adjustments: | ||||||||||||||
| Restructuring and acquisition charges | 21.3 | 11.5 | 41.0 | 13.2 | ||||||||||
| Net non-cash MSR and mortgage banking derivative activity | 4.2 | 11.8 | 17.1 | 20.8 | ||||||||||
| Interest on employee loans, net of forgiveness | (2.0) | (1.3) | (3.6) | (2.3) | ||||||||||
Equity losses - Investment Management and Software and Technology Solutions(1) | 27.0 | 16.3 | 55.7 | 21.2 | ||||||||||
| Credit losses on convertible note investments | 0.2 | — | 0.7 | — | ||||||||||
| Adjusted EBITDA | $ | 291.7 | 246.3 | $ | 516.5 | 433.4 | ||||||||
(1) This adjustment excludes the noncontrolling interest portion which is not attributable to common shareholders.
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In discussing our operating results, we report percentage changes in local currency, unless otherwise noted. Amounts presented on a local currency basis are calculated by translating the current period results of our foreign operations to U.S. dollars using the foreign currency exchange rates from the comparative period. We believe this methodology provides a framework for assessing performance and operations excluding the effect of foreign currency fluctuations.
The following table reflects the reconciliation to local currency amounts for consolidated (i) Revenue, (ii) Operating income and (iii) Adjusted EBITDA.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| ($ in millions) | 2025 | % Change | 2025 | % Change | |||||||||||||
| Revenue: | |||||||||||||||||
| At current period exchange rates | $ | 6,250.1 | 11 | % | $ | 11,996.5 | 12 | % | |||||||||
| Impact of change in exchange rates | (39.2) | n/a | 21.2 | n/a | |||||||||||||
| At comparative period exchange rates | $ | 6,210.9 | 10 | % | $ | 12,017.7 | 12 | % | |||||||||
| Operating income: | |||||||||||||||||
| At current period exchange rates | $ | 197.4 | 30 | % | $ | 317.4 | 19 | % | |||||||||
| Impact of change in exchange rates | (2.0) | n/a | (3.3) | n/a | |||||||||||||
| At comparative period exchange rates | $ | 195.4 | 28 | % | $ | 314.1 | 18 | % | |||||||||
| Adjusted EBITDA: | |||||||||||||||||
| At current period exchange rates | $ | 291.7 | 18 | % | $ | 516.5 | 19 | % | |||||||||
| Impact of change in exchange rates | (2.4) | n/a | (2.9) | n/a | |||||||||||||
| At comparative period exchange rates | $ | 289.3 | 17 | % | $ | 513.6 | 19 | % | |||||||||
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Revenue
For the second quarter, revenue increased 10% compared with the prior-year quarter. Resilient revenues were collectively up 11%, highlighted by Project Management, up 22%, and Workplace Management, up 10%, both within Real Estate Management Services. The collective 7% increase in Transactional revenue was led by Investment Sales, Debt/Equity Advisory and Other, within Capital Markets Services, up 14% (excluding the impact of non-cash MSR and mortgage banking derivative activity).
On a year-to-date basis, revenue increased 12%. Resilient revenues grew 12% collectively, highlighted by Workplace Management, up 13%, and Project Management, up 19%. Transactional revenues increased 10% collectively, led by Investment Sales, Debt/Equity Advisory and Other, up 18% (excluding the impact of non-cash MSR and mortgage banking derivative activity), and Leasing, within Leasing Advisory, up 9%.
The following highlights Revenue by segment, for the second quarter and first half of 2025 and 2024. Refer to segment operating results for further detail.
Revenue by Segment (in millions)
Operating Expenses
Consolidated operating expenses were $6.1 billion for the second quarter, up 10% from the same period in 2024. Gross contract costs were $4.2 billion, up 11% from the prior-year quarter, attributable to growth from businesses with higher client pass-through expenses such as Workplace Management and Project Management, within Real Estate Management Services. Platform operating expenses were $1.8 billion for the second quarter, a 6% increase from the prior-year quarter, largely due to revenue-related expense growth.
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For the second quarter and first half of 2025, Restructuring and acquisition charges increased primarily due to higher severance and other employment-related charges, including expenses associated with the change in reporting segments. These second-quarter and year-to-date increases were also driven by changes in non-cash charges/benefit associated with expected achievement of acquisition-related earn-outs. Refer to the following table for detail on Restructuring and acquisition charges.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Severance and other employment-related charges | $ | 18.0 | 7.2 | $ | 25.4 | 11.7 | |||||||||||
| Restructuring, pre-acquisition and post-acquisition charges | 10.7 | 6.4 | 19.1 | 14.1 | |||||||||||||
| Fair value adjustments that resulted in a net decrease to earn-out liabilities from prior-period acquisition activity | (7.4) | (2.1) | (3.5) | (12.6) | |||||||||||||
| Restructuring and acquisition charges | $ | 21.3 | 11.5 | $ | 41.0 | 13.2 | |||||||||||
Interest Expense
Interest expense, net of interest income, for the three and six months ended June 30, 2025, was $35.3 million and $59.9 million, respectively, compared with $41.7 million and $72.2 million in the prior-year periods. Lower expense resulted primarily from a lower effective interest rate and lower average borrowings compared with the respective prior-year periods.
Equity Earnings/Losses
The following details Equity earnings/losses by relevant segment. In the second quarter and first half of 2025, equity losses were largely attributable to valuation declines of investments within Software and Technology Solutions. Refer to the segment discussions for additional details.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Investment Management | $ | (1.3) | (7.3) | $ | (7.4) | (11.2) | |||||||||||
| Software and Technology Solutions | $ | (27.4) | (9.0) | (48.9) | (10.0) | ||||||||||||
| Other | 1.3 | 0.9 | 3.3 | 2.1 | |||||||||||||
| Equity losses | $ | (27.4) | (15.4) | $ | (53.0) | (19.1) | |||||||||||
Income Taxes
The Income tax provision was $26.7 million and $40.7 million for the three and six months ended June 30, 2025, representing an effective tax rate ("ETR") of 19.5% for both periods. For the three and six months ended June 30, 2024, the income tax provision was $20.5 million and $36.4 million, respectively, also representing an ETR of 19.5% for both periods.
On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (“OBBBA”). The OBBBA includes provisions altering the timing of deduction from certain depreciable assets, research and experimental expenses, and interest expense, with some effective in 2025 and some in 2026. The OBBBA further alters the determination and rates of taxation of international earnings, primarily effective in 2026. The current period’s financial statements do not reflect any impact of the OBBBA provisions due to its enactment occurring in July 2025. We are presently assessing the impact of the OBBBA on our consolidated financial statements.
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Net Income and Adjusted EBITDA
The following details Net income attributable to common shareholders and Adjusted EBITDA for the three and six months ended June 30, 2025, and comparable prior-year periods.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Net income attributable to common shareholders | 112.3 | 84.4 | 167.6 | 150.5 | ||||||||||
| Adjusted EBITDA | 291.7 | 246.3 | 516.5 | 433.4 | ||||||||||
For the quarter and first half of 2025, higher Adjusted EBITDA was largely driven by Resilient revenue growth (primarily within Real Estate Management Services) as well as Transactional revenue growth from Investment Sales, Debt/Equity Advisory and Other (within Capital Markets Services), together with enhanced platform leverage and continued cost discipline (partially enabled by increased use of technology and shared service centers).
The following chart reflects the aggregation of segment Adjusted EBITDA for the second quarter and first half of 2025 and 2024.
Aggregation of Segment Adjusted EBITDA (in millions)
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Segment Operating Results
Effective January 1, 2025, we report Property Management (historically included in Markets Advisory, which was renamed Leasing Advisory) within Real Estate Management Services (formerly referred to as Work Dynamics). Additionally, Capital Markets, LaSalle and JLL Technologies were renamed to Capital Markets Services, Investment Management and Software and Technology Solutions, respectively.
We manage and report our operations as five business segments: Real Estate Management Services, Leasing Advisory, Capital Markets Services, Investment Management and Software and Technology Solutions. Our Real Estate Management Services business provides a broad suite of integrated services to occupiers of real estate, including facility and property management, project management, and portfolio and other services. We consider "Property Management" to be services provided to non-occupying property investors and "Workplace Management" to be services provided to facility occupiers. Leasing Advisory offers agency leasing and tenant representation, as well as advisory and consulting services. Our Capital Markets Services offerings include investment sales, debt and equity advisory, value and risk advisory, and loan servicing. Investment Management provides services on a global basis to institutional investors and high-net-worth individuals, while our Software and Technology Solutions segment offers various software products and services to our clients.
Segment operating expenses comprise Gross contract costs and Segment platform operating expenses, which includes Platform compensation and benefits; Platform operating, administrative and other expenses; and Depreciation and amortization. Our measure of segment results excludes Restructuring and acquisition charges.
Real Estate Management Services
| % Change | |||||||||||||||||
| Three Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Workplace Management | $ | 3,349.1 | 3,021.1 | 328.0 | 11 | % | 10 | % | |||||||||
| Project Management | 971.6 | 788.1 | 183.5 | 23 | 22 | ||||||||||||
| Property Management | 454.4 | 436.6 | 17.8 | 4 | 4 | ||||||||||||
| Portfolio Services and Other | 118.9 | 124.1 | (5.2) | (4) | (5) | ||||||||||||
| Revenue | $ | 4,894.0 | 4,369.9 | 524.1 | 12 | % | 11 | % | |||||||||
| Platform compensation and benefits | $ | 465.8 | 416.5 | 49.3 | 12 | % | 11 | % | |||||||||
| Platform operating, administrative and other | 147.5 | 146.8 | 0.7 | — | — | ||||||||||||
| Depreciation and amortization | 30.2 | 29.2 | 1.0 | 3 | 2 | ||||||||||||
| Segment platform operating expenses | 643.5 | 592.5 | 51.0 | 9 | 7 | ||||||||||||
| Gross contract costs | 4,173.0 | 3,717.1 | 455.9 | 12 | 12 | ||||||||||||
| Segment operating expenses | $ | 4,816.5 | 4,309.6 | 506.9 | 12 | % | 11 | % | |||||||||
| Equity earnings | $ | 0.5 | 0.3 | 0.2 | 67 | % | 25 | % | |||||||||
| Adjusted EBITDA | $ | 106.6 | 88.6 | 18.0 | 20 | % | 19 | % | |||||||||
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Real Estate Management Services (continued)
| % Change | |||||||||||||||||
| Six Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Workplace Management | $ | 6,612.7 | 5,892.8 | 719.9 | 12 | % | 13 | % | |||||||||
| Project Management | 1,719.1 | 1,444.5 | 274.6 | 19 | 19 | ||||||||||||
| Property Management | 900.0 | 866.3 | 33.7 | 4 | 4 | ||||||||||||
| Portfolio Services and Other | 231.6 | 235.5 | (3.9) | (2) | (2) | ||||||||||||
| Revenue | $ | 9,463.4 | 8,439.1 | 1,024.3 | 12 | % | 12 | % | |||||||||
| Platform compensation and benefits | $ | 897.4 | 817.0 | 80.4 | 10 | % | 10 | % | |||||||||
| Platform operating, administrative and other | 286.7 | 275.4 | 11.3 | 4 | 5 | ||||||||||||
| Depreciation and amortization | 61.7 | 58.2 | 3.5 | 6 | 6 | ||||||||||||
| Segment platform operating expenses | 1,245.8 | 1,150.6 | 95.2 | 8 | 9 | ||||||||||||
| Gross contract costs | 8,103.3 | 7,186.2 | 917.1 | 13 | 13 | ||||||||||||
| Segment operating expenses | $ | 9,349.1 | 8,336.8 | 1,012.3 | 12 | % | 12 | % | |||||||||
| Equity earnings | $ | 0.9 | 1.4 | (0.5) | (36 | %) | (41) | % | |||||||||
| Adjusted EBITDA | $ | 172.9 | 160.0 | 12.9 | 8 | % | 7 | % | |||||||||
Real Estate Management Services revenue growth for the second quarter and first half of 2025 were primarily driven by continued strong performance in Workplace Management, with client wins slightly outpacing mandate expansions in the second quarter of 2025 (nearly evenly balanced for the first half of 2025), as incremental pass-through costs augmented high single-digit management fee growth. Higher Project Management revenue was led by new or expanded contracts in the U.S. and Asia Pacific, as management fee increases were supplemented by higher pass-through costs.
Increased segment platform operating expenses for the second quarter and first half of 2025 were primarily driven by revenue-related expense growth, partially offset by continued cost discipline. These drivers overcame headwinds from the prior-year favorable impact of incentive compensation accruals timing. Gross contract costs grew as a result of higher client pass-through costs.
The current-quarter and year-to-date increases in Adjusted EBITDA were primarily attributable to the top-line performance described above, coupled with continued cost discipline.
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Leasing Advisory
| % Change | |||||||||||||||||
| Three Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Leasing | $ | 651.5 | 619.1 | 32.4 | 5 | % | 5 | % | |||||||||
| Advisory, Consulting and Other | 25.3 | 23.1 | 2.2 | 10 | 8 | ||||||||||||
| Revenue | $ | 676.8 | 642.2 | 34.6 | 5 | % | 5 | % | |||||||||
| Platform compensation and benefits | $ | 479.3 | 460.7 | 18.6 | 4 | % | 4 | % | |||||||||
| Platform operating, administrative and other | 74.2 | 61.3 | 12.9 | 21 | 20 | ||||||||||||
| Depreciation and amortization | 11.0 | 9.0 | 2.0 | 22 | 20 | ||||||||||||
| Segment platform operating expenses | 564.5 | 531.0 | 33.5 | 6 | 6 | ||||||||||||
| Gross contract costs | 3.3 | 8.3 | (5.0) | (60) | (60) | ||||||||||||
| Segment operating expenses | $ | 567.8 | 539.3 | 28.5 | 5 | % | 5 | % | |||||||||
| Equity earnings | $ | — | 0.1 | (0.1) | (100) | % | (149) | % | |||||||||
| Adjusted EBITDA | $ | 120.4 | 112.1 | 8.3 | 7 | % | 6 | % | |||||||||
| % Change | |||||||||||||||||
| Six Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Leasing | $ | 1,217.6 | 1,116.4 | 101.2 | 9 | % | 9 | % | |||||||||
| Advisory, Consulting and Other | 45.3 | 46.2 | (0.9) | (2) | (2) | ||||||||||||
| Revenue | $ | 1,262.9 | 1,162.6 | 100.3 | 9 | % | 9 | % | |||||||||
| Platform compensation and benefits | $ | 906.1 | 842.5 | 63.6 | 8 | % | 8 | % | |||||||||
| Platform operating, administrative and other | 134.6 | 118.9 | 15.7 | 13 | 14 | ||||||||||||
| Depreciation and amortization | 23.0 | 18.1 | 4.9 | 27 | 28 | ||||||||||||
| Segment platform operating expenses | 1,063.7 | 979.5 | 84.2 | 9 | 9 | ||||||||||||
| Gross contract costs | 5.3 | 14.7 | (9.4) | (64) | (64) | ||||||||||||
| Segment operating expenses | $ | 1,069.0 | 994.2 | 74.8 | 8 | % | 8 | % | |||||||||
| Equity earnings | $ | — | 0.1 | (0.1) | (100) | % | (87) | % | |||||||||
| Adjusted EBITDA | $ | 217.4 | 186.9 | 30.5 | 16 | % | 15 | % | |||||||||
Compared with the prior-year periods, increased revenue was driven by Leasing growth across major asset classes, led by continued momentum in industrial and office. Geographically, Leasing revenue grew most significantly in the United States, with notable contributions from France, Australia and Singapore for the quarter (most significant growth in the U.S., complemented by growth in Canada and Germany for the first half of 2025). In the second quarter, the U.S. was primarily driven by growth in industrial, both from higher volume and deal size, while a notable increase in deal size for U.S. office was largely offset by lower volume as the asset class was up low single digits. With the backdrop of decelerating growth in the broader market, Leasing performed in line with global office volumes and outperformed U.S. office volumes (decline of 3%) in the second quarter, while office Leasing nominally outperformed these market benchmarks in the first-half 2025, according to JLL Research.
The second-quarter and full-year increases in segment platform operating expenses were primarily due to higher commissions, correlated to revenue growth, as well as incremental discrete variable operating expenses in the second quarter.
The increases in Adjusted EBITDA for the second quarter and first half of the year were largely driven by the revenue growth described above, tempered by the aforementioned discrete variable operating, administrative and other expenses in the second quarter, as compensation and benefits expenses as a percentage of revenue improved year-over-year for the quarter (enabled by increased use of technology and shared service centers).
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Capital Markets Services
| % Change | |||||||||||||||||
| Three Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Investment Sales, Debt/Equity Advisory and Other | $ | 380.6 | 320.3 | 60.3 | 19 | % | 17 | % | |||||||||
| Value and Risk Advisory | 97.7 | 95.8 | 1.9 | 2 | — | ||||||||||||
| Loan Servicing | 42.0 | 41.5 | 0.5 | 1 | 1 | ||||||||||||
| Revenue | $ | 520.3 | 457.6 | 62.7 | 14 | % | 12 | % | |||||||||
| Platform compensation and benefits | $ | 374.1 | 341.1 | 33.0 | 10 | % | 8 | % | |||||||||
| Platform operating, administrative and other | 95.0 | 83.3 | 11.7 | 14 | 12 | ||||||||||||
| Depreciation and amortization | 17.5 | 17.3 | 0.2 | 1 | 1 | ||||||||||||
| Segment platform operating expenses | 486.6 | 441.7 | 44.9 | 10 | 9 | ||||||||||||
| Gross contract costs | 1.7 | 11.8 | (10.1) | (86) | (85) | ||||||||||||
| Segment operating expenses | 488.3 | 453.5 | 34.8 | 8 | % | 6 | % | ||||||||||
| Equity earnings | $ | 0.8 | 0.5 | 0.3 | 60 | % | 78 | % | |||||||||
| Net non-cash MSR and mortgage banking derivative activity | $ | (4.2) | (11.8) | 7.6 | 64 | % | 64 | % | |||||||||
| Adjusted EBITDA | $ | 54.7 | 33.8 | 20.9 | 62 | % | 61 | % | |||||||||
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Capital Markets Services (continued)
| % Change | |||||||||||||||||
| Six Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Investment Sales, Debt/Equity Advisory and Other | $ | 693.2 | 579.0 | 114.2 | 20 | % | 19 | % | |||||||||
| Value and Risk Advisory | 179.3 | 176.0 | 3.3 | 2 | 2 | ||||||||||||
| Loan Servicing | 83.1 | 80.2 | 2.9 | 4 | 4 | ||||||||||||
| Revenue | $ | 955.6 | 835.2 | 120.4 | 14 | % | 14 | % | |||||||||
| Platform compensation and benefits | $ | 703.6 | 628.7 | 74.9 | 12 | % | 12 | % | |||||||||
| Platform operating, administrative and other | 165.7 | 144.1 | 21.6 | 15 | 15 | ||||||||||||
| Depreciation and amortization | 36.4 | 33.7 | 2.7 | 8 | 8 | ||||||||||||
| Segment platform operating expenses | 905.7 | 806.5 | 99.2 | 12 | 12 | ||||||||||||
| Gross contract costs | 2.8 | 25.4 | (22.6) | (89) | (89) | ||||||||||||
| Segment operating expenses | 908.5 | 831.9 | 76.6 | 9 | % | 9 | % | ||||||||||
| Equity earnings | $ | 2.4 | 0.6 | 1.8 | 300 | % | 311 | % | |||||||||
| Net non-cash MSR and mortgage banking derivative activity | $ | (17.1) | (20.8) | 3.7 | 18 | % | 18 | % | |||||||||
| Adjusted EBITDA | $ | 103.3 | 58.8 | 44.5 | 76 | % | 73 | % | |||||||||
For the second quarter and first half of 2025, Capital Markets Services top-line growth was fueled by debt advisory and investment sales. For both the second quarter and first half of 2025, the residential sector delivered the most significant contribution to the year-over-year increase, with notable second-quarter contributions also coming from the office, industrial and retail sectors. Geographically, the U.S., Japan and MENA led the revenue growth for the quarter (year-to-date growth was led by the U.S., India and the UK).
The increases in segment platform operating expenses for the second quarter and first half of 2025 were largely driven by higher commission expense, correlated to the growth in Investment Sales, Equity & Debt Advisory. In the current quarter, JLL recognized approximately $14.0 million of incremental expense associated with an enhanced loss-share agreement with Fannie Mae for a specific three-loan portfolio. The impact of this item on year-over-year performance is more than offset by the $18.0 million expense recognized in the prior-year quarter associated with the August 2024 repurchase of a loan which JLL originated and then sold to Fannie Mae.
Adjusted EBITDA improvements for the quarter and first half of 2025 were primarily attributable to the revenue growth described above and the net impact of year-over-year loan-related losses. In addition, compensation and benefits expense as a percentage of revenue modestly improved for both the current quarter and first six months of 2025 (enabled by increased use of technology and shared service centers), with the segment achieving significant Adjusted EBITDA growth for both the quarter and half year.
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Investment Management
| % Change | |||||||||||||||||
| Three Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Advisory fees | $ | 93.3 | 93.1 | 0.2 | — | % | (2) | % | |||||||||
| Transaction fees and other | 6.5 | 6.9 | (0.4) | (6) | (9) | ||||||||||||
| Incentive fees | 3.3 | 2.6 | 0.7 | 27 | 24 | ||||||||||||
| Revenue | $ | 103.1 | 102.6 | 0.5 | — | % | (2) | % | |||||||||
| Platform compensation and benefits | $ | 60.9 | 59.0 | 1.9 | 3 | % | 1 | % | |||||||||
| Platform operating, administrative and other | 17.5 | 20.5 | (3.0) | (15) | (17) | ||||||||||||
| Depreciation and amortization | 2.8 | 2.0 | 0.8 | 40 | 33 | ||||||||||||
| Segment platform operating expenses | 81.2 | 81.5 | (0.3) | — | (3) | ||||||||||||
| Gross contract costs | 8.3 | 8.8 | (0.5) | (6) | (5) | ||||||||||||
| Segment operating expenses | $ | 89.5 | 90.3 | (0.8) | (1) | % | (3) | % | |||||||||
Adjusted EBITDA(1) | $ | 16.3 | 22.7 | (6.4) | (28) | % | (32) | % | |||||||||
| Equity losses | $ | (1.3) | (7.3) | 6.0 | 82 | % | 83 | % | |||||||||
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Investment Management (continued)
| % Change | |||||||||||||||||
| Six Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Advisory fees | $ | 182.6 | 185.4 | (2.8) | (2) | % | (2) | % | |||||||||
| Transaction fees and other | 15.0 | 15.8 | (0.8) | (5) | (6) | ||||||||||||
| Incentive fees | 4.0 | 4.8 | (0.8) | (17) | (19) | ||||||||||||
| Revenue | $ | 201.6 | 206.0 | (4.4) | (2) | % | (3) | % | |||||||||
| Platform compensation and benefits | $ | 119.2 | 120.3 | (1.1) | (1) | % | (2) | % | |||||||||
| Platform operating, administrative and other | 33.8 | 33.4 | 0.4 | 1 | — | ||||||||||||
| Depreciation and amortization | 5.7 | 4.0 | 1.7 | 43 | 42 | ||||||||||||
| Segment platform operating expenses | 158.7 | 157.7 | 1.0 | 1 | — | ||||||||||||
| Gross contract costs | 16.5 | 17.2 | (0.7) | (4) | (4) | ||||||||||||
| Segment operating expenses | $ | 175.2 | 174.9 | 0.3 | — | % | — | % | |||||||||
Adjusted EBITDA(1) | $ | 32.1 | 43.7 | (11.6) | (27) | % | (28) | % | |||||||||
| Equity losses | $ | (7.4) | (11.2) | 3.8 | 34 | % | 33 | % | |||||||||
(1) Adjusted EBITDA excludes Equity losses attributable to common shareholders for Investment Management.
The slight decline in Investment Management advisory fees for the second quarter and first half of 2025 was primarily due to lower assets under management ("AUM"), reflecting asset dispositions on behalf of certain clients in the fourth quarter of 2024.
The changes in second-quarter and first-half-of-the-year Adjusted EBITDA were largely driven by the absence of the $8.2 million gain recognized in the prior-year quarter following the purchase of a controlling interest in a fund managed by the company.
AUM increased 3% in USD (2% in local currency) during the quarter, and decreased 2% in USD and local currency over the trailing twelve months. Changes in AUM are detailed in the tables below (in billions):
| Quarter-to-date | |||||
| Beginning balance (March 31, 2025) | $ | 82.3 | |||
| Asset acquisitions/takeovers | 1.3 | ||||
| Asset dispositions/withdrawals | (1.3) | ||||
| Valuation changes | 0.7 | ||||
| Foreign currency translation | 1.2 | ||||
| Change in uncalled committed capital and cash held | 0.7 | ||||
| Ending balance (June 30, 2025) | $ | 84.9 | |||
| Trailing Twelve Months | |||||
| Beginning balance (June 30, 2024) | $ | 86.6 | |||
| Asset acquisitions/takeovers | 5.8 | ||||
| Asset dispositions/withdrawals | (7.6) | ||||
| Valuation changes | 1.9 | ||||
| Foreign currency translation | 0.2 | ||||
| Change in uncalled committed capital and cash held | (2.0) | ||||
| Ending balance (June 30, 2025) | $ | 84.9 | |||
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Software and Technology Solutions
| % Change | |||||||||||||||||
| Three Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Revenue | $ | 55.9 | 56.4 | (0.5) | (1) | % | (1) | % | |||||||||
| Platform compensation and benefits, excluding Carried interest | $ | 49.6 | 51.3 | (1.7) | (3) | % | (4) | % | |||||||||
| Carried interest (benefit) expense | (2.5) | 2.2 | (4.7) | (214) | (217) | ||||||||||||
| Platform operating, administrative and other | 15.5 | 12.4 | 3.1 | 25 | 25 | ||||||||||||
| Depreciation and amortization | 6.2 | 4.8 | 1.4 | 29 | 31 | ||||||||||||
| Segment platform operating expenses | 68.8 | 70.7 | (1.9) | (3) | (3) | ||||||||||||
| Gross contract costs | 0.5 | 1.4 | (0.9) | (64) | (64) | ||||||||||||
| Segment operating expenses | $ | 69.3 | 72.1 | (2.8) | (4) | % | (4) | % | |||||||||
Adjusted EBITDA(2) | $ | (6.3) | (10.9) | 4.6 | 42 | % | 43 | % | |||||||||
| Equity losses | $ | (27.4) | (9.0) | (18.4) | (204) | % | (206) | % | |||||||||
| % Change | |||||||||||||||||
| Six Months Ended June 30, | Change in | in Local | |||||||||||||||
| ($ in millions) | 2025 | 2024 | U.S. dollars | Currency | |||||||||||||
| Revenue | $ | 113.0 | 110.3 | 2.7 | 2 | % | 3 | % | |||||||||
| Platform compensation and benefits, excluding Carried interest | $ | 97.5 | 98.7 | (1.2) | (1) | % | (1) | % | |||||||||
| Carried interest (benefit) expense | (4.9) | 2.1 | (7.0) | (333) | (336) | ||||||||||||
| Platform operating, administrative and other | 30.0 | 22.9 | 7.1 | 31 | 31 | ||||||||||||
| Depreciation and amortization | 12.5 | 9.3 | 3.2 | 34 | 35 | ||||||||||||
| Segment platform operating expenses | 135.1 | 133.0 | 2.1 | 2 | 2 | ||||||||||||
| Gross contract costs | 1.2 | 2.6 | (1.4) | (54) | (51) | ||||||||||||
| Segment operating expenses | $ | 136.3 | 135.6 | 0.7 | 1 | % | 1 | % | |||||||||
Adjusted EBITDA(1) | $ | (9.2) | (16.0) | 6.8 | 43 | % | 41 | % | |||||||||
| Equity losses | $ | (48.9) | (10.0) | (38.9) | (389) | % | (389) | % | |||||||||
(1) Adjusted EBITDA excludes Equity losses for Software and Technology Solutions.
Lower Software and Technology Solutions revenue for the second quarter was primarily due to reduced technology spend from certain large existing clients, partially offset by low double-digit growth in software services. For the first half of 2025, net revenue growth was due to increased bookings from software, which outpaced the decline in technology solutions.
Carried interest expense is associated with equity earnings/losses on certain investments within the segment's Spark Venture Funds and the reduction to expense in the current year reflected the equity losses on certain investments in 2025.
Excluding the impact of carried interest, segment operating expense growth for the second quarter and first half of 2025 was driven by increased revenue-related expenses. For both the quarter-over-quarter and year-over-year, the favorable swings in carried interest offset increases in segment operating expenses.
The improvement in Adjusted EBITDA for the second quarter and first half of the year was primarily attributable to the favorable change in carried interest expense/benefit described above.
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LIQUIDITY AND CAPITAL RESOURCES
We finance our operations, co-investment activity, share repurchases, capital expenditures and business acquisitions with internally generated funds, borrowings on our Facility, and through issuance of Long-term debt and commercial paper.
Cash Flows from Operating Activities
Operating activities used $434.8 million of cash in the first six months of 2025, compared with $403.6 million of cash used in operating activities during the same period in 2024. Incremental cash outflow in the first half was primarily attributable to higher commission payments in the first six months of 2025 compared with the prior-year period and the timing of Net reimbursables activity, partially offset by lower cash taxes paid in 2025.
Cash Flows from Investing Activities
We used $200.4 million of cash for investing activities during the first six months of 2025, compared with $154.1 million used during the same period in 2024. The increase in cash used for investing activities was primarily attributable to our $100 million contribution to JLL Income Property Trust ("JLL IPT"), an Investment Management flagship fund, in January 2025, partially offset by lower cash paid for acquisitions. We discuss other drivers of investing activity below in further detail.
Cash Flows from Financing Activities
Financing activities provided $617.5 million of cash during the first six months of 2025, compared with $566.6 million provided during the same period in 2024. The proceeds from increased borrowings were used to support the $100 million investment in JLL IPT and higher share repurchases in 2025. We discuss these drivers in further detail below.
Debt
Our $3.3 billion Facility matures on November 3, 2028, and bears a variable interest rate. Outstanding borrowings, including the balance of the Facility, Short-term borrowings (financing lease obligations, overdrawn bank accounts and local overdraft facilities) and the balance outstanding under the Program are presented below.
| (in millions) | June 30, 2025 | December 31, 2024 | |||||||||
| Outstanding borrowings under the Facility | $ | 380.0 | 100.0 | ||||||||
| Short-term borrowings | 107.2 | 153.8 | |||||||||
| Outstanding commercial paper | 690.0 | 200.0 | |||||||||
In addition to our Facility, we had the capacity to borrow up to $46.1 million under local overdraft facilities as of June 30, 2025.
The following table provides additional information on our Facility, Uncommitted Facility and the Program, collectively.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | ||||||||||
| Average outstanding borrowings | $ | 1,573.5 | 1,705.8 | $ | 1,290.0 | 1,381.3 | ||||||||
| Average effective interest rate | 5.0 | % | 6.2 | % | 5.0 | % | 6.2 | % | ||||||
We will continue to use the Facility for working capital needs (including payment of accrued incentive compensation), co-investment activities, share repurchases, capital expenditures and acquisitions.
Refer to Note 8, Debt, in the Notes to Consolidated Financial Statements for additional information on our debt.
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Investment Activity
As of June 30, 2025, we had a carrying value of $878.8 million in Investments, primarily related to Investment Management co-investments and investments by Software and Technology Solutions in early to mid-stage proptech companies as well as proptech funds. For the first six months ended June 30, 2025 and 2024, funding of investments exceeded return of capital by $104.5 million (notably, the $100.0 million invested in JLL IPT as described above) and $31.4 million, respectively. We expect continued investment activity by both Investment Management and Software and Technology Solutions.
See Note 6, Investments, in the Notes to Consolidated Financial Statements for additional information on our investment activity.
Capital Expenditures
Net capital additions for the six months ended June 30, 2025 and 2024 were $88.9 million and $81.4 million, respectively. Our capital expenditures in 2025 were primarily for purchased/developed software and technology hardware.
Business Acquisitions
During the six months ended June 30, 2025, we paid $18.7 million for business acquisitions. This included $6.1 million of payments relating to acquisitions in 2025 and $12.6 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years, which are primarily reflected in cash flow from financing activities. During the six months ended June 30, 2024, we paid $44.2 million for business acquisitions. This included $39.3 million of payments relating to acquisitions in 2024 and $4.9 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years.
Terms for many of our past acquisitions have typically included cash paid at closing with provisions for additional deferred consideration and earn-out payments subject to certain contract requirements, including the passage of time and performance, respectively. Deferred business acquisition obligations totaled $23.6 million as of June 30, 2025. These obligations represent the current discounted values of payments due to sellers of businesses for which our acquisition had been completed as of the balance sheet date and for which the only remaining condition on those payments is the passage of time. As of June 30, 2025, we had the potential to make earn-out payments for a maximum of $78.2 million on 12 completed acquisitions subject to the achievement of certain performance conditions. Refer to Note 5, Business Combinations, Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements for further information on Business Acquisitions.
We will continue to consider acquisitions that we believe will strengthen our market position, increase our profitability and supplement our organic growth.
Share Repurchase and Dividend Programs
The number of shares repurchased and cash paid for repurchases is noted in the following table.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
| ($ in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total number of shares repurchased (in 000's) | 176.5 | 103.7 | 251.8 | 214.4 | |||||||||||||
| Total paid for shares repurchased | $ | 41.4 | 20.1 | $ | 61.2 | 40.2 | |||||||||||
As of June 30, 2025, $952.0 million remained authorized for repurchases under our share repurchase program.
Repatriation of Foreign Earnings
Based on our historical experience and future business plans, we do not expect to repatriate our foreign-sourced earnings to the United States. We believe our policy of permanently investing earnings of foreign subsidiaries does not significantly impact our liquidity. As of June 30, 2025 and December 31, 2024, we had total Cash and cash equivalents of $401.4 million and $416.3 million, respectively, of which approximately $313.1 million and $314.4 million, respectively, was held by foreign subsidiaries.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains "forward-looking statements" within the meaning of the federal securities laws. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may also be included in our other public filings, press releases, our website, and oral and written presentations by management.
Statements in the future tense, and all statements accompanied by terms such as "believe," "will," "may," "could," "project," "expect," "estimate," "assume," "intend," "anticipate," "target," "plan" and variations thereof and similar terms, are intended to be forward-looking statements. Such statements do not relate strictly to historical or current facts as they relate to our intent, belief and current expectations about our strategic direction, prospects and future results, and give our current expectations or forecasts of future events. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
MARKET AND OTHER RISK FACTORS
Interest Rates
We assess interest rate sensitivity to estimate the potential effect of rising short-term interest rates on our variable-rate debt. If short-term interest rates were 50 basis points higher during 2025 on our variable-rate debt, our results would reflect an incremental $3.2 million of interest expense for the six months ended June 30, 2025.
Foreign Exchange
The following outlines the significant functional currencies of our revenue, highlighting where exposure to movements in foreign exchange impact our operations in international markets.
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| British pound | 7 | % | 8 | % | |||||||
| Euro | 6 | 6 | |||||||||
| Australian dollar | 5 | 5 | |||||||||
Other(1) | 19 | 20 | |||||||||
| Revenue exposed to foreign exchange rates | 37 | % | 39 | % | |||||||
| United States dollar | 63 | 61 | |||||||||
| Total revenue | 100 | % | 100 | % | |||||||
(1) No other functional currency exceeded 5% of total revenue in either period presented.
To show the impact foreign currencies have on our results of operations, we present the change in local currency for revenue and operating expenses on a consolidated basis and by operating segment in Management's Discussion and Analysis of Financial Condition and Results of Operations included herein. For additional detail of the impact of foreign exchange rates on our results of operations, see Management's Discussion and Analysis of Financial Condition and Results of Operations included herein.
We enter into forward foreign currency exchange contracts to manage currency risks associated with intercompany lending and cash management practices. See Note 7, Fair Value Measurements, in the Notes to the Consolidated Financial Statements for further discussion of our forward contracts.
Item 4. Controls and Procedures
The Company has established disclosure controls and procedures to ensure material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company's financial reports and to the other members of senior management and the Board of Directors.
Under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective as of the end of the period covered by this report. There were no changes in the Company's internal control over financial reporting during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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Part II. Other Information
Item 1. Legal Proceedings
We are a defendant or plaintiff in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount. Many of these litigation matters are covered by insurance, including insurance provided through a captive insurance company, although they may nevertheless be subject to large deductibles and the amounts being claimed may exceed the available insurance. Although we cannot determine the ultimate liability for these matters based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.
Item 1A. Risk Factors
There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended June 30, 2025.
| Period | Total number of shares purchased | Weighted average price paid per share | Total number of shares purchased as part of publicly announced plan | Approximate dollar value of shares that may yet be purchased under the plan (in millions) | ||||||||||||||||
| April 1, 2025 - April 30, 2025 | 38,198 | $ | 219.90 | 38,198 | ||||||||||||||||
| May 1, 2025 - May 31, 2025 | 37,678 | $ | 228.44 | 37,678 | ||||||||||||||||
| June 1, 2025 - June 30, 2025 | 100,669 | $ | 242.48 | 100,669 | $ | 952.0 | ||||||||||||||
| Total | 176,545 | 176,545 | ||||||||||||||||||
Item 5. Other Information
During the quarter ended June 30, 2025, none of the Company's directors or officers adopted terminated
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Item 6. Exhibits
| Exhibit Number | Description | ||||
10.1* | Letter Agreement, dated May 1, 2025, between Jones Lang LaSalle Incorporated and Kelly Howe | ||||
31.1* | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
31.2* | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
32* | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
*Filed herewith
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Signature
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 6th day of August, 2025.
| JONES LANG LASALLE INCORPORATED | |||||||||||
| By: | /s/ Kelly Howe | ||||||||||
| Kelly Howe | |||||||||||
| Chief Financial Officer | |||||||||||
| (Authorized Officer and Principal Financial Officer) | |||||||||||
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FAQ
How much cash does Nexalin Technology (NXL) have after Q2 2025?
At 30 Jun 2025 the company held $0.43 m in cash and $5.36 m in short-term investments.
What were NXL’s Q2 2025 earnings per share?
Nexalin reported a loss of $0.10 per share versus $0.17 loss in Q2 2024.
Did Nexalin raise capital during the quarter?
Yes. A May 2025 equity offering raised $4.65 m net, issuing 4.09 m new shares.
Why is there a going-concern warning in NXL’s 10-Q?
Management projects insufficient cash to fund operations for 12 months given ongoing losses and limited revenue.
What is the status of Gen-2 SYNC and Gen-3 HALO devices?
Both devices are in the FDA Q-submission process; clinical protocols for anxiety and insomnia trials have been agreed with the agency.
How significant is the China joint venture to revenue?
The JV contributed to international sales growth, but equity income was $0 in Q2 2025, highlighting early-stage impact.
Jones Lang Lasalle Inc
NYSE:JLL
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