United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 20202021
Or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _____ to _____
Commission File Number 1-13145
jll-20210331_g1.jpg
Jones Lang LaSalle Incorporated
(Exact name of registrant as specified in its charter)
Maryland36-4150422
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
200 East Randolph Dr,DriveChicago,IL60601
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code:(312)782-5800
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01JLLThe New York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 April 30, 202029, 2021 was 51,630,564.51,307,170.




Table of Contents
2


Part I. Financial Information
Item 1. Financial Statements
JONES LANG LASALLE INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(in millions, except share and per share data)March 31, 2020December 31, 2019(in millions, except share and per share data)March 31, 2021December 31, 2020
Assets(unaudited) Assets(unaudited)
Current assets:  Current assets:  
Cash and cash equivalents$720.7
451.9
Cash and cash equivalents$456.6 574.3 
Trade receivables, net of allowance of $69.0 and $68.11,724.7
2,034.3
Trade receivables, net of allowance of $70.2 and $66.5Trade receivables, net of allowance of $70.2 and $66.51,477.4 1,636.1 
Notes and other receivables444.0
472.8
Notes and other receivables399.9 469.9 
Reimbursable receivables1,528.3
1,671.2
Reimbursable receivables1,430.1 1,461.3 
Warehouse receivables1,026.8
527.1
Warehouse receivables832.1 1,529.2 
Short-term contract assets, net of allowance of $1.8 and $-325.8
333.4
Short-term contract assets, net of allowance of $2.1 and $1.8Short-term contract assets, net of allowance of $2.1 and $1.8264.7 265.8 
Prepaid & other427.0
377.9
Prepaid & other412.9 517.1 
Total current assets6,197.3
5,868.6
Total current assets5,273.7 6,453.7 
Property and equipment, net of accumulated depreciation of $685.6 and $660.7678.4
701.9
Property and equipment, net of accumulated depreciation of $834.9 and $806.2Property and equipment, net of accumulated depreciation of $834.9 and $806.2682.0 663.9 
Operating lease right-of-use assets806.5
804.4
Operating lease right-of-use assets706.5 707.4 
Goodwill4,104.3
4,168.2
Goodwill4,201.7 4,224.7 
Identified intangibles, net of accumulated amortization of $236.1 and $214.8658.7
682.6
Investments in real estate ventures, including $302.0 and $328.6 at fair value390.8
404.2
Identified intangibles, net of accumulated amortization of $312.3 and $295.3Identified intangibles, net of accumulated amortization of $312.3 and $295.3687.0 679.8 
Investments in real estate ventures, including $435.4 and $340.3 at fair valueInvestments in real estate ventures, including $435.4 and $340.3 at fair value545.1 430.8 
Long-term receivables255.8
250.2
Long-term receivables249.7 231.1 
Deferred tax assets, net232.4
245.4
Deferred tax assets, net293.9 296.5 
Deferred compensation plan374.2
349.9
Deferred compensation plan480.2 446.3 
Other202.4
197.2
Other186.6 182.3 
Total assets$13,900.8
13,672.6
Total assets$13,306.4 14,316.5 
Liabilities and Equity 
 
Liabilities and Equity  
Current liabilities: 
 
Current liabilities:  
Accounts payable and accrued liabilities$1,096.2
1,289.4
Accounts payable and accrued liabilities$1,108.7 1,229.8 
Reimbursable payables1,053.2
1,245.8
Reimbursable payables1,016.6 1,154.5 
Accrued compensation & benefits1,044.2
1,729.2
Accrued compensation & benefits1,031.4 1,433.2 
Short-term borrowings125.2
120.1
Short-term borrowings90.6 62.0 
Short-term contract liabilities and deferred income152.7
158.8
Short-term contract liabilities and deferred income181.0 192.9 
Short-term acquisition-related obligations68.6
74.4
Short-term acquisition-related obligations72.4 91.7 
Warehouse facilities936.6
515.9
Warehouse facilities833.5 1,498.4 
Short-term operating lease liabilities154.0
153.4
Short-term operating lease liabilities159.1 165.7 
Other356.7
203.2
Other198.5 299.6 
Total current liabilities4,987.4
5,490.2
Total current liabilities4,691.8 6,127.8 
Credit facility, net of debt issuance costs of $11.4 and $12.31,438.6
512.7
Long-term debt, net of debt issuance costs of $2.9 and $3.1656.1
664.6
Credit facility, net of debt issuance costs of $7.7 and $8.7Credit facility, net of debt issuance costs of $7.7 and $8.7342.3 (8.7)
Long-term debt, net of debt issuance costs of $2.3 and $2.5Long-term debt, net of debt issuance costs of $2.3 and $2.5684.0 702.0 
Deferred tax liabilities, net87.5
106.0
Deferred tax liabilities, net114.6 120.0 
Deferred compensation368.4
374.3
Deferred compensation461.8 450.0 
Long-term acquisition-related obligations106.7
124.1
Long-term acquisition-related obligations22.7 26.2 
Long-term operating lease liabilities734.9
751.2
Long-term operating lease liabilities692.4 683.9 
Other483.7
436.2
Other582.1 597.5 
Total liabilities8,863.3
8,459.3
Total liabilities7,591.7 8,698.7 
Redeemable noncontrolling interest8.6
8.6
Redeemable noncontrolling interest7.8 7.8 
Company shareholders' equity: 
 
Company shareholders' equity:  
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 51,810,592 and 51,549,654 shares issued; 51,622,839 and 51,549,654 outstanding0.5
0.5
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 52,073,440 and 51,970,307 shares issued; 51,306,200 and 51,105,417 outstandingCommon stock, $0.01 par value per share, 100,000,000 shares authorized; 52,073,440 and 51,970,307 shares issued; 51,306,200 and 51,105,417 outstanding0.5 0.5 
Additional paid-in capital1,969.6
1,962.8
Additional paid-in capital2,015.5 2,023.3 
Retained earnings3,578.7
3,588.3
Retained earnings4,078.9 3,975.9 
Treasury stock, at cost, 187,753 and - shares(25.0)
Treasury stock, at cost, 767,240 and 864,890 sharesTreasury stock, at cost, 767,240 and 864,890 shares(85.7)(96.1)
Shares held in trust(5.6)(5.7)Shares held in trust(5.4)(5.6)
Accumulated other comprehensive loss(571.2)(427.8)Accumulated other comprehensive loss(383.6)(377.2)
Total Company shareholders’ equity4,947.0
5,118.1
Total Company shareholders’ equity5,620.2 5,520.8 
Noncontrolling interest81.9
86.6
Noncontrolling interest86.7 89.2 
Total equity5,028.9
5,204.7
Total equity5,706.9 5,610.0 
Total liabilities, redeemable noncontrolling interest and equity$13,900.8
$13,672.6
Total liabilities, redeemable noncontrolling interest and equity$13,306.4 14,316.5 
See accompanying notes to Condensed Consolidated Financial Statements.
3

Table of Contents

JONES LANG LASALLE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions, except share and per share data) (unaudited)Three Months Ended March 31,(in millions, except share and per share data) (unaudited)Three Months Ended March 31,
2020201920212020
Revenue:  Revenue:
Revenue before reimbursements$2,233.0
1,961.6
Revenue before reimbursements$2,129.6 2,233.0 
Reimbursements1,863.0
1,859.0
Reimbursements1,907.5 1,863.0 
Total revenue$4,096.0
3,820.6
Total revenue$4,037.1 4,096.0 
Operating expenses: 
 
Operating expenses:  
Compensation and benefits$1,324.5
1,163.8
Compensation and benefits$1,334.4 1,324.5 
Operating, administrative and other774.8
707.3
Operating, administrative and other644.3 774.8 
Reimbursed expenses1,863.0
1,859.0
Reimbursed expenses1,907.5 1,863.0 
Depreciation and amortization55.0
46.5
Depreciation and amortization53.0 55.0 
Restructuring and acquisition charges14.1
18.6
Restructuring and acquisition charges17.2 14.1 
Total operating expenses$4,031.4
3,795.2
Total operating expenses$3,956.4 4,031.4 
Operating income$64.6
25.4
Operating income$80.7 64.6 
Interest expense, net of interest income14.6
9.6
Interest expense, net of interest income10.4 14.6 
Equity (losses) earnings(28.3)5.0
Other income (expense)0.9
(0.3)
Equity earnings (losses)Equity earnings (losses)48.5 (28.3)
Other incomeOther income11.8 0.9 
Income before income taxes and noncontrolling interest22.6
20.5
Income before income taxes and noncontrolling interest130.6 22.6 
Income tax provision (benefit)5.0
(0.7)
Income tax provisionIncome tax provision28.2 5.0 
Net income17.6
21.2
Net income102.4 17.6 
Net income (loss) attributable to noncontrolling interest12.3
(0.1)
Net income attributable to the Company5.3
21.3
Net (loss) income attributable to noncontrolling interestNet (loss) income attributable to noncontrolling interest(0.6)12.3 
Net income attributable to common shareholders$5.3
21.3
Net income attributable to common shareholders$103.0 5.3 
Basic earnings per common share$0.10
0.47
Basic earnings per common share$2.01 0.10 
Basic weighted average shares outstanding (in 000's)51,612
45,674
Basic weighted average shares outstanding (in 000's)51,173 51,612 
Diluted earnings per common share$0.10
0.46
Diluted earnings per common share$1.97 0.10 
Diluted weighted average shares outstanding (in 000's)52,458
46,019
Diluted weighted average shares outstanding (in 000's)52,175 52,458 
Net income attributable to the Company$5.3
21.3
Net income attributable to common shareholdersNet income attributable to common shareholders$103.0 5.3 
Change in pension liabilities, net of tax
(1.0)Change in pension liabilities, net of tax(0.2)
Foreign currency translation adjustments(143.4)31.3
Foreign currency translation adjustments(6.2)(143.4)
Comprehensive (loss) income attributable to the Company$(138.1)51.6
Comprehensive income attributable to common shareholdersComprehensive income attributable to common shareholders$96.6 (138.1)
See accompanying notes to Condensed Consolidated Financial Statements.
4

Table of Contents

JONES LANG LASALLE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 20202021 AND 20192020
 Company Shareholders' Equity  
Common StockAdditionalShares
(in millions, except share and
per share data) (unaudited)
OutstandingPaid-InRetainedHeld inTreasuryTotal
SharesAmountCapitalEarningsTrustStock
AOCI(1)
NCI(2)
Equity
December 31, 202051,105,417 $0.5 2,023.3 3,975.9 (5.6)(96.1)(377.2)89.2 $5,610.0 
Net income (loss)   103.0    (0.6)102.4 
Shares issued under stock-based compensation programs290,563  (15.6)  15.9   0.3 
Shares repurchased for payment of taxes on stock-based compensation(89,780) (9.7)  (5.5)  (15.2)
Amortization of stock-based compensation  17.5      17.5 
Shares held in trust    0.2    0.2 
Change in pension liabilities, net of tax      (0.2) (0.2)
Foreign currency translation adjustments      (6.2) (6.2)
Decrease in amounts attributable to noncontrolling interest       (1.9)(1.9)
March 31, 202151,306,200 $0.5 2,015.5 4,078.9 (5.4)(85.7)(383.6)86.7 $5,706.9 
 Company Shareholders' Equity   
 Common StockAdditional Shares     
(in millions, except share and
per share data) (unaudited)
OutstandingPaid-InRetainedHeld inTreasury   Total
SharesAmountCapitalEarningsTrustStock
AOCI(1)
NCI(2)
 Equity
December 31, 201951,549,654
$0.5
1,962.8
3,588.3
(5.7)
(427.8)86.6
 $5,204.7
Net income


5.3



12.3
 17.6
Shares issued under stock-based compensation programs363,308

4.4





 4.4
Shares repurchased for payment of taxes on stock-based compensation(102,370)
(16.2)




 (16.2)
Amortization of stock-based compensation

18.6





 18.6
Shares held in trust



0.1



 0.1
Cumulative effect from adoption of new accounting for credit losses


(14.9)



 (14.9)
Repurchase of common stock(187,753)



(25.0)

 (25.0)
Foreign currency translation adjustments





(143.4)
 (143.4)
Decrease in amounts attributable to noncontrolling interest






(17.0) (17.0)
March 31, 202051,622,839
$0.5
1,969.6
3,578.7
(5.6)(25.0)(571.2)81.9
 $5,028.9
Company Shareholder's Equity
AdditionalShares
(in millions, except share and
per share data) (unaudited)
Common StockPaid-InRetainedHeld inTreasuryTotal
SharesAmountCapitalEarningsTrustStock
AOCI(1)
NCI(2)
Equity
December 31, 201951,549,654 $0.5 1,962.8 3,588.3 (5.7)(427.8)86.6 $5,204.7 
Net income— — — 5.3 — — — 12.3 17.6 
Shares issued under stock-based compensation programs363,308 — 4.4 — — — — — 4.4 
Shares repurchased for payment of taxes on stock-based compensation(102,370)— (16.2)— — — — — (16.2)
Amortization of stock-based compensation— — 18.6 — — — — — 18.6 
Shares held in trust— — — — 0.1 — — — 0.1 
Cumulative effect from adoption of new accounting for credit losses— — — (14.9)— — — — (14.9)
Repurchase of common stock(187,753)— — — — (25.0)— — (25.0)
Foreign currency translation adjustments— — — — — — (143.4)— (143.4)
Decrease in amounts attributable to noncontrolling interest— — — — — — — (17.0)(17.0)
March 31, 202051,622,839 $0.5 1,969.6 3,578.7 (5.6)(25.0)(571.2)81.9 $5,028.9 
(1) AOCI: Accumulated other comprehensive income (loss)
(2) NCI: Noncontrolling interest
 Company Shareholder's Equity  
      Accumulated  
   Additional SharesOther  
(in millions, except share and
per share data) (unaudited)
Common StockPaid-InRetainedHeld inComprehensiveNoncontrollingTotal
SharesAmountCapitalEarningsTrustLossInterestEquity
December 31, 201845,599,418
$0.5
1,057.3
3,095.7
(5.8)(456.2)43.0
$3,734.5
Net income


21.3


(0.1)21.2
Shares issued under stock-based compensation programs198,575

2.0




2.0
Shares repurchased for payment of taxes on stock-based compensation(58,750)
(9.7)



(9.7)
Amortization of stock-based compensation

7.0




7.0
Change in pension liabilities, net of tax




(1.0)
(1.0)
Foreign currency translation adjustments




31.3

31.3
Increase in amounts attributable to noncontrolling interest





9.8
9.8
March 31, 201945,739,243
$0.5
1,056.6
3,117.0
(5.8)(425.9)52.7
$3,795.1
See accompanying notes to Condensed Consolidated Financial Statements.
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Table of Contents

JONES LANG LASALLE INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 Three Months Ended March 31,
(in millions) (unaudited)20202019
Cash flows used in operating activities:  
Net income$17.6
21.2
Adjustments to reconcile net income to net cash used in operating activities: 
 
Distributions of earnings from real estate ventures3.6
3.0
Other adjustments, net132.2
37.5
Changes in working capital, net(699.5)(613.2)
Net cash used in operating activities(546.1)(551.5)
Cash flows used in investing activities: 
 
Net capital additions – property and equipment(44.4)(44.6)
Net investment asset activity (less than wholly-owned)(3.2)(15.6)
Business acquisitions, net of cash acquired
(26.7)
Capital contributions to real estate ventures(54.0)(11.0)
Distributions of capital from real estate ventures13.4
7.6
Other, net(2.3)(0.7)
Net cash used in investing activities(90.5)(91.0)
Cash flows provided by financing activities: 
 
Proceeds from borrowings under credit facility2,555.0
1,279.0
Repayments of borrowings under credit facility(1,630.0)(754.1)
Net proceeds from short-term borrowings6.6
86.3
Payments of deferred business acquisition obligations and earn-outs(9.8)(24.5)
Repurchase of common stock(25.0)
Other, net(13.5)6.1
Net cash provided by financing activities883.3
592.8
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash(21.1)0.7
Net change in cash, cash equivalents and restricted cash225.6
(49.0)
Cash, cash equivalents and restricted cash, beginning of the period652.1
634.2
Cash, cash equivalents and restricted cash, end of the period$877.7
585.2
Supplemental disclosure of cash flow information: 
 
Restricted cash, beginning of period$200.2
153.3
Restricted cash, end of period157.0
195.7
Cash paid during the period for: 
 
Interest$9.3
4.3
Income taxes, net of refunds44.4
37.5
Operating leases47.1
41.1
Non-cash activities: 
 
Business acquisitions (including contingent consideration)$
1.5
Deferred business acquisition obligations
6.5
Three Months Ended March 31,
(in millions) (unaudited)20212020
Cash flows from operating activities:  
Net income$102.4 17.6 
Reconciliation of net income to net cash provided by operating activities:  
Depreciation and amortization53.0 55.0 
Equity (earnings) losses(48.5)28.3 
Net gain on dispositions(11.4)
Distributions of earnings from real estate ventures0.4 3.6 
Provision for loss on receivables and other assets(0.5)38.1 
Amortization of stock-based compensation17.5 18.6 
Net non-cash mortgage servicing rights and mortgage banking derivative activity(9.7)1.6 
Accretion of interest and amortization of debt issuance costs1.2 1.4 
Other, net(3.9)(10.8)
Change in:  
Receivables154.0 250.4 
Reimbursable receivables and reimbursable payables(107.6)(58.7)
Prepaid expenses and other assets(32.4)(45.9)
Deferred tax assets, net(2.7)(5.5)
Accounts payable and accrued liabilities(189.2)(187.8)
Accrued Compensation(384.4)(652.0)
Net cash used in operating activities(461.8)(546.1)
Cash flows from investing activities:  
Net capital additions – property and equipment(34.6)(44.4)
Net investment asset activity (less than wholly-owned)(37.2)(3.2)
Business acquisitions, net of cash acquired(0.2)
Capital contributions to real estate ventures(33.8)(54.0)
Distributions of capital from real estate ventures4.0 13.4 
Other, net4.0 (2.3)
Net cash used in investing activities(97.8)(90.5)
Cash flows from financing activities:  
Proceeds from borrowings under credit facility1,242.0 2,555.0 
Repayments of borrowings under credit facility(892.0)(1,630.0)
Net proceeds from (repayments of) short-term borrowings36.8 6.6 
Payments of deferred business acquisition obligations and earn-outs(21.0)(9.8)
Repurchase of common stock0 (25.0)
Other, net10.9 (13.5)
Net cash provided by financing activities376.7 883.3 
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash(12.4)(21.1)
Net change in cash, cash equivalents and restricted cash(195.3)225.6 
Cash, cash equivalents and restricted cash, beginning of the period839.8 652.1 
Cash, cash equivalents and restricted cash, end of the period$644.5 877.7 
Supplemental disclosure of cash flow information:  
Restricted cash, beginning of period$265.5 200.2 
Restricted cash, end of period187.9 157.0 
Cash paid during the period for:  
Interest$4.5 9.3 
Income taxes, net of refunds30.5 44.4 
Operating leases49.0 47.1 
Non-cash activities:  
Business acquisitions (including contingent consideration)$3.8 
Non-cash consideration received for disposition23.9 
See accompanying notes to Condensed Consolidated Financial Statements.
6

Table of Contents

JONES LANG LASALLE INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.INTERIM INFORMATION
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" or as "we," "us" or "our") for the year ended December 31, 2019,2020, which are included in our 20192020 Annual Report on Form 10-K, filed with the United States Securities and Exchange Commission ("SEC") and also available on our website (www.us.jll.comwww.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 ResultResults of Operations and to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our 20192020 Annual Report on Form 10-K for further discussion of our significant accounting policies and estimates.
Our Condensed Consolidated Financial Statements as of March 31, 2020,2021, and for the three months ended March 31, 20202021 and 2019,2020, 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 Condensed 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. Our LaSalle Investment Management ("LaSalle") 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. Within our Real Estate Services ("RES") segments, revenue from transaction-based activities (e.g. leasing and capital markets) is driven by the size and timing of our clients' transactions and can fluctuate significantly from period to period. In 2020 and the three months ended March 31, 2021, macroeconomic conditions influenced by the COVID-19 pandemic impacted the historical seasonality of our revenue and profits and may continue to do so during the remainder of 2021.
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; asrates. As required, we adjust for the impact of discrete items in the quarters in which they occur. Changes in the geographic mix of income including as a result of the COVID-19 pandemic, can impact our estimated effective tax rate.
As a result of the items mentioned above, the results for the periods ended March 31 are not fully indicative of what our results will be for the full fiscal year.
7

Table of Contents

2.NEW ACCOUNTING STANDARDS
2.NEW ACCOUNTING STANDARDS
Recently adopted accounting guidance
In June 2016,January 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13,2020‑01, Financial Instruments - Credit Losses (ASC Topic 326)Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which, createdamong other things, clarifies that a new frameworkcompany should consider observable transactions that require a company to evaluate financial instruments, such as trade receivables,either apply or discontinue the equity method of accounting under Topic 323 and clarifies that, when determining the accounting for expected credit losses.certain forward contracts and purchased options a company should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. This new framework replaced the existing incurred loss approachASU is effective for annual and is expected to result in more timely recognition of credit losses. On January 1,interim periods beginning after December 15, 2020, we adopted ASU No. 2016-13 using a modified-retrospective approach, as required by the ASU.
with early adoption permitted. The adoption impacted our methodology of reserving for (i) Trade receivables, (ii) other receivable-related financial assets, specifically contract assets, and (iii) off-balance sheet credit exposures within the scope of this ASU. Specifically, we evaluatedguidance did not impact our historical reserve balances for Trade receivablesfinancial statements and the related write-off activity and developed a forward-looking process for adoption. We also evaluated our loss-sharing guarantee obligation for certain mortgage loans we originate, sell and retain the servicing rights. The following sections discuss our updated reserve methodologies.disclosures.
Trade Receivables
We estimate an allowance to provide for uncollectible accounts receivable, which is applied upon recognition of the receivable. We base this estimate on historical experience combined with a review of the receivable aging, current and expected economic conditions, and client credit quality. The estimate also includes specifically identified amounts for which payment has become unlikely. For receivables with lives of less than one year, changes to economic conditions are not expected to have a significant impact on our estimate of expected credit losses. However, we will monitor economic conditions on a quarterly basis to determine if any adjustments are deemed necessary.
Notes and Other Receivables and Long-Term Receivables
We make ongoing assessments of the collectability of outstanding Notes and other receivables and Long-term receivables, considering both objective and subjective factors such as the age profile of outstanding balances, the contractual terms of repayment, and credit quality. Aspects of credit quality considered in our assessments of collectability include historical experience, current and expected economic conditions, and our broader business relationship with the obligor. We record an allowance against the outstanding balance when our assessments determine payment has become unlikely. After all collection efforts have been exhausted by management, the outstanding balance is written off against the reserve. Historically, credit quality deterioration to the point of impairment or non-performance in our Notes and other receivables and Long-term receivables has been limited and has not had a material impact on the Condensed Consolidated Financial Statements.
Reimbursable Receivables
We record an allowance based on specific identification of an uncollectible reimbursable receivable, considering current and future economic conditions as well as client credit quality. Historically, we have not experienced any material collection issues and, as such, have not applied a formulaic reserve to these receivables.
Contract Assets
Contract assets include amounts recognized as revenue for which we are not yet entitled to payment for reasons other than the passage of time, but that do not constrain revenue recognition. Historically, we have not recognized a provision for contract assets. Under ASC Topic 326, we include Contract assets in our reserving process and assess the risk of loss similar to our methodology for Trade receivables, since Contract assets are reclassified to Trade receivables when we become entitled to payment. Accordingly, a reserve is applied upon recognition of the contract asset.
Financial Guarantees
Certain loans we originate and sell under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) program retain a percentage of the risk of loss. This loss-sharing aspect of the program represents an off-balance sheet credit exposure, and we have established a contingent reserve ("loan loss guarantee reserve") for this risk in accordance with ASC Topic 326. To estimate the reserve, we use a model that analyzes historical losses, current and expected economic conditions, and reasonable and supportable forecasts. The model also considers specific details of the underlying property used as collateral, such as occupancy and financial performance. The loan loss guarantee reserve is calculated on an individual loan level. For the period ended March 31, 2020, the inputs to the model incorporated specific economic conditions related to the COVID-19
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pandemic that resulted in a notable increase to our loan loss guarantee reserve. As of March 31, 2020, the loan loss guarantee reserve was $45.7 million and was included within Other liabilities on the Condensed Consolidated Balance Sheets.
The loss-sharing guarantee obligation (in accordance with ASC Topic 460, 3.Guarantees) represents the non-contingent obligation incurred as a result of issuing a loss-sharing guarantee as part of our participation in the DUS program and is separate from the loan loss guarantee reserve discussed above. See Note 10, Commitments and Contingencies, for further information on the DUS program and the loss-sharing guarantee obligation.REVENUE RECOGNITION
The following table details the cumulative impact to retained earnings upon adoption of ASC Topic 326.
 PublishedAdjustment due to As Reported Under
 December 31, 2019adoption of ASC Topic 326 on January 1, 2020
(in millions)(audited)ASC Topic 326 (unaudited)
Assets    
Allowance for trade receivables$(68.1)(3.6) $(71.7)
Deferred tax assets, net245.4
5.5
 250.9
Allowance for contract assets (1)

(1.7) (1.7)
Liabilities and equity    
Loan loss guarantee reserve (2)
$
15.1
 $15.1
Retained earnings3,588.3
(14.9) 3,573.4
1 The portion of the allowance for long-term contract assets is included within Other assets on the Condensed Consolidated Balance Sheets.
2 Included within Other liabilities on the Condensed Consolidated Balance Sheets
3.REVENUE RECOGNITION
Revenue excluded from the scope of ASC Topic 606 - Our mortgage banking and servicing operations - such as Mortgage Servicing Rights ("MSR")-related activity, loan origination fees, and servicing income - are excluded from the scope of ASC Topic 606. Such revenue was included entirely within Americas Capital Markets and is presented below.
  Three months Ended March 31,
(in millions) 20202019
Revenue excluded from scope of ASC Topic 606 $49.3
31.0

Three months Ended March 31,
(in millions)20212020
Revenue excluded from scope of ASC Topic 606$70.2 49.3 
Contract assets and liabilities - As of March 31, 2020 and December 31, 2019, we had $414.7 million and $419.3 million ofOur contract assets, net of allowance, respectively, which are included in Short-term contract assets and Other assets on the Condensed Consolidated Balance Sheets.
Contract liabilities - As of March 31, 2020 and December 31, 2019, we had $88.4 million and $87.7 million ofour contract liabilities respectively, which are included in Short-term contract liabilities and deferred income on our Condensed 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)March 31, 2021December 31, 2020
Contract assets, gross$348.3 347.8 
Contract asset allowance(2.4)(2.1)
Contract assets, net$345.9 345.7 
Contract liabilities$105.4 111.0 
Remaining performance obligations - Remaining performance obligations represent the aggregate transaction price for contracts where our performance obligations have not yet been satisfied. As of March 31, 2020,2021, the aggregate amount of transaction price allocated to remaining performance obligations represented less than 5% 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 LaSalle contracts. Contracts within these businesses represent a significant portion of our contracts with customers not expected to be completed within 12 months.
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4.BUSINESS SEGMENTS
4.BUSINESS SEGMENTS
We manage and report our operations as four business segments:
The three geographic regions of RES including:
(1) Americas,
(2) Europe, Middle East and Africa ("EMEA"), and
(3) Asia Pacific;
and
(4) LaSalle.
Each geographic region offers our full range of real estate services, including agency leasing and tenant representation, capital markets, property and facility management, project and development management, energy management and sustainability, construction management, and advisory, consulting and valuation services. LaSalle provides investment management services on a global basis to institutional investors and high-net-worth individuals.
Operating income represents total revenue less direct and allocated indirect expenses. 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 global overhead, which we allocate to the business segments based on the budgeted operating expenses of each segment.
For segment reporting, (a) gross contract costsSegment income does not include (i) restructuring and (b)acquisition charges, (ii) interest expense, net non-cash MSRof interest income, (iii) other income, and mortgage banking derivative activity(iv) provision for income tax, which are both excluded from revenue in determining "fee revenue". Gross contract costs are excluded from operating expenses in determining "fee-based operating expenses". Excluding these costs from revenue and expenses results in a net presentation which we believe more accurately reflects how we manage our expense base, operating margins, and performance. Refer to Results of Operations,otherwise included in Item 2. Management's Discussion and AnalysisNet income on the Consolidated Statements of Financial Condition and Results of Operations, for a full description of gross contract costs. In addition, our measure of segment results excludes Restructuring and acquisition charges.Comprehensive Income.
The Chief Operating Decision Maker of JLL measures and evaluates the segment results excluding (a) gross contract costs, (b) net non-cash MSRbased on Segment income for purposes of making decisions about allocating resources and mortgage banking derivative activity, and (c) Restructuring and acquisition charges. As of March 31, 2020, we define the Chief Operating Decision Maker collectively as our Global Executive Board, which comprises the following:assessing performance.
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• Chief Executive Officer and President• Chief Executive Officers of each of our four business segments
• Chief Financial Officer• Chief Executive Officer of Corporate Solutions
• Chief Administrative Officer• Chief Executive Officer of Capital Markets
• Co-Chief Executive Officers of JLL Technologies

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Summarized financial information by business segment is as follows.
 Three Months Ended March 31,
(in millions)20202019
Americas - Real Estate Services  
Leasing$418.9
389.8
Capital Markets247.4
100.1
Property & Facility Management1,458.8
1,362.0
Project & Development Services306.4
308.7
Advisory, Consulting and Other91.6
89.5
Revenue2,523.1
2,250.1
Reimbursements(1,393.5)(1,351.4)
Revenue before reimbursements1,129.6
898.7
Gross contract costs(212.8)(187.7)
Net non-cash MSR and mortgage banking derivative activity1.6
0.1
Fee revenue918.4
711.1
Operating expenses, excluding reimbursed expenses:

 
Compensation, operating and administrative expenses1,010.3
810.8
Depreciation and amortization37.4
27.3
Segment operating expenses, excluding reimbursed expenses1,047.7
838.1
Gross contract costs(212.8)(187.7)
Fee-based segment operating expenses834.9
650.4
Segment operating income$81.9
60.6
Equity earnings (losses)12.7
(0.3)
Segment income$94.6
60.3
   
EMEA - Real Estate Services  
Leasing$48.1
52.2
Capital Markets73.2
64.0
Property & Facility Management375.0
369.3
Project & Development Services203.2
180.5
Advisory, Consulting and Other56.4
57.4
Revenue755.9
723.4
Reimbursements(182.8)(164.6)
Revenue before reimbursements573.1
558.8
Gross contract costs(262.6)(242.7)
Fee revenue310.5
316.1
Operating expenses, excluding reimbursed expenses:  
Compensation, operating and administrative expenses584.4
576.9
Depreciation and amortization9.2
11.3
Segment operating expenses, excluding reimbursed expenses593.6
588.2
Gross contract costs(262.6)(242.7)
Fee-based segment operating expenses331.0
345.5
Segment operating loss$(20.5)(29.4)
Equity earnings
0.1
Segment loss$(20.5)(29.3)

Continued: Summarized financial information by business segment is as follows.
 Three Months Ended March 31,
(in millions)20202019
Asia Pacific - Real Estate Services  
Leasing$25.4
35.9
Capital Markets21.7
29.4
Property & Facility Management532.0
537.8
Project & Development Services94.8
110.9
Advisory, Consulting and Other38.2
34.7
Revenue712.1
748.7
Reimbursements(284.9)(341.1)
Revenue before reimbursements427.2
407.6
Gross contract costs(249.5)(209.4)
Fee revenue177.7
198.2
Operating expenses, excluding reimbursed expenses:  
Compensation, operating and administrative expenses417.5
400.5
Depreciation and amortization6.6
6.4
Segment operating expenses, excluding reimbursed expenses424.1
406.9
Gross contract costs(249.5)(209.4)
Fee-based segment operating expenses174.6
197.5
Segment operating income$3.1
0.7
Equity (losses) earnings(0.7)0.3
Segment income$2.4
1.0
   
LaSalle  
Advisory fees$85.6
77.6
Transaction fees & other13.6
13.2
Incentive fees5.7
7.6
Revenue104.9
98.4
Reimbursements(1.8)(1.9)
Revenue before reimbursements103.1
96.5
Gross contract costs(4.5)(2.8)
Fee revenue98.6
93.7
Operating expenses, excluding reimbursed expenses:  
Compensation, operating and administrative expenses87.1
82.9
Depreciation and amortization1.8
1.5
Segment operating expenses, excluding reimbursed expenses88.9
84.4
Gross contract costs(4.5)(2.8)
Fee-based segment operating expenses84.4
81.6
Segment operating income$14.2
12.1
Equity (losses) earnings(40.3)4.9
Segment (loss) income$(26.1)17.0

Three Months Ended March 31,
(in millions)20212020
Americas
Leasing$363.7 418.9 
Capital Markets216.9 247.4 
Property & Facility Management1,494.8 1,458.8 
Project & Development Services269.8 306.4 
Advisory, Consulting and Other98.7 91.6 
Revenue$2,443.9 2,523.1 
Depreciation and amortization$33.1 37.4 
Equity earnings$34.5 12.7 
Segment income$145.0 94.6 
EMEA
Leasing$54.4 48.1 
Capital Markets74.2 73.2 
Property & Facility Management344.1 375.0 
Project & Development Services183.7 203.2 
Advisory, Consulting and Other59.8 56.4 
Revenue$716.2 755.9 
Depreciation and amortization$10.9 9.2 
Equity earnings$0 
Segment loss$(35.8)(20.5)
Asia Pacific
Leasing$31.4 25.4 
Capital Markets29.3 21.7 
Property & Facility Management575.1 532.0 
Project & Development Services98.3 94.8 
Advisory, Consulting and Other51.7 38.2 
Revenue$785.8 712.1 
Depreciation and amortization$7.3 6.6 
Equity earnings (losses)$1.0 (0.7)
Segment income$17.8 2.4 
LaSalle
Advisory fees$83.5 85.6 
Transaction fees & other7.7 13.6 
Incentive fees0 5.7 
Revenue$91.2 104.9 
Depreciation and amortization$1.7 1.8 
Equity earnings (losses)$13.0 (40.3)
Segment income (loss)$19.4 (26.1)
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The following table is a reconciliation of Segment income to consolidated Operating income.
Three Months Ended March 31,
(in millions)20212020
Segment income - Americas$145.0 94.6 
Segment loss - EMEA(35.8)(20.5)
Segment income - APAC17.8 2.4 
Segment income (loss) - LaSalle19.4 (26.1)
Less: Equity (earnings) losses(48.5)28.3 
Add: Restructuring and acquisition charges(17.2)(14.1)
Operating income$80.7 64.6 
 Three Months Ended March 31,
(in millions)20202019
Segment Reconciling Items  
Fee revenue$1,505.2
1,319.1
Gross contract costs729.4
642.6
Net non-cash MSR and mortgage banking derivative activity(1.6)(0.1)
Revenue before reimbursements2,233.0
1,961.6
Reimbursements1,863.0
1,859.0
Revenue$4,096.0
3,820.6
Total segment operating expenses, excluding reimbursed expenses & before restructuring and acquisition charges$2,154.3
1,917.6
Reimbursed expenses1,863.0
1,859.0
Total segment operating expenses before restructuring and acquisition charges$4,017.3
3,776.6
Operating income before restructuring and acquisition charges$78.7
44.0
Less: Restructuring and acquisition charges14.1
18.6
Operating income$64.6
25.4

5.
BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
5.BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS
20202021 Business Combinations Activity
During the three months ended March 31, 2020,2021, we completed no new acquisitions and paid $12.9$26.2 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.
20192020 Business CombinationCombinations Activity
During the three monthsyear ended MarchDecember 31, 2020 we madecompleted no adjustments to our preliminary allocation of the purchase consideration for certain acquisitions completed in 2019. As of March 31, 2020, we have completed our analysis to assign fair values to all the identifiable intangible and tangible assets acquired for our 2019 acquisitions, with the exception of tax-related accounts with respect to our acquisition of HFF, Inc.new acquisitions.
Earn-Out Payments
($ in millions)March 31, 2020 December 31, 2019($ in millions)March 31, 2021December 31, 2020
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria44
 44
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria24 35 
Maximum earn-out payments (undiscounted)$254.0
 $268.9
Maximum earn-out payments (undiscounted)$157.8 $199.2 
Short-term earn-out liabilities (fair value)1
48.8
 53.9
Long-term earn-out liabilities (fair value)1
81.2
 94.5
Short-term earn-out liabilities (fair value)(1)
Short-term earn-out liabilities (fair value)(1)
59.9 77.2 
Long-term earn-out liabilities (fair value)(1)
Long-term earn-out liabilities (fair value)(1)
8.3 8.5 
1 (1)Included in Short-term and Long-term acquisition-related obligations on the Condensed 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 8, Fair Value Measurements, and Note 11, Restructuring and Acquisition Charges, for additional discussion of our earn-out liabilities.
Goodwill and Other Intangible Assets
Goodwill and unamortized intangibles as of March 31, 20202021 consisted of: (1) goodwill of $4,104.3$4,201.7 million, (2) identifiable intangibles of $608.7$634.9 million amortized over their remaining finite useful lives, and (3) $50.0$52.1 million of identifiable intangibles with indefinite useful lives that are not amortized. Notable portions of our goodwill and unamortized intangibles are denominated in currencies other than the U.S. dollar, which means a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates.
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The following tables detail, by reporting segment, movements in goodwill.
 Real Estate Services  
(in millions)AmericasEMEAAsia PacificLaSalleConsolidated
Balance as of December 31, 2020$2,878.0 959.7 329.2 57.8 $4,224.7 
Dispositions(11.0)(0.7)0 0 (11.7)
Impact of exchange rate movements0.3 (8.6)(3.0)0 (11.3)
Balance as of March 31, 2021$2,867.3 950.4 326.2 57.8 $4,201.7 
 Real Estate Services   
(in millions)AmericasEMEAAsia PacificLaSalle Consolidated
Balance as of December 31, 2019$2,877.6
915.9
317.6
57.1
 $4,168.2
Impact of exchange rate movements(2.9)(46.6)(13.4)(1.0) (63.9)
Balance as of March 31, 2020$2,874.7
869.3
304.2
56.1
 $4,104.3
 Real Estate Services   
(in millions)AmericasEMEAAsia PacificLaSalle Consolidated
Balance as of December 31, 2018$1,452.0
906.8
316.8
22.2
 $2,697.8
Additions, net of adjustments3.0


32.8
 35.8
Impact of exchange rate movements0.6
3.9
0.7
(0.5) 4.7
Balance as of March 31, 2019$1,455.6
910.7
317.5
54.5
 $2,738.3

 Real Estate Services  
(in millions)AmericasEMEAAsia PacificLaSalleConsolidated
Balance as of December 31, 2019$2,877.6 915.9 317.6 57.1 $4,168.2 
Impact of exchange rate movements(2.9)(46.6)(13.4)(1.0)(63.9)
Balance as of March 31, 2020$2,874.7 869.3 304.2 56.1 $4,104.3 
The following tables detail, by reporting segment, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.
 MSRsOther Intangibles 
(in millions)AmericasAmericasEMEAAsia PacificLaSalleConsolidated
Gross Carrying Amount     
Balance as of December 31, 2020$572.1 265.8 55.7 23.6 57.9 $975.1 
Additions, net of adjustments (1)
40.0 0 3.8 0 0 43.8 
Adjustment for fully amortized intangibles(6.7)(7.9)(0.9)(2.2)0 (17.7)
Impact of exchange rate movements0 0.1 0.2 (0.4)(1.8)(1.9)
Balance as of March 31, 2021$605.4 258.0 58.8 21.0 56.1 $999.3 
Accumulated Amortization     
Balance as of December 31, 2020$(147.8)(94.1)(39.5)(8.6)(5.3)$(295.3)
Amortization, net (2)
(21.6)(10.5)(1.8)(0.3)(0.4)(34.6)
Adjustment for fully amortized intangibles6.7 7.9 0.9 2.2 0 17.7 
Impact of exchange rate movements0 0 (0.1)0.1 (0.1)(0.1)
Balance as of March 31, 2021$(162.7)(96.7)(40.5)(6.6)(5.8)$(312.3)
Net book value as of March 31, 2021$442.7 161.3 18.3 14.4 50.3 $687.0 
 MSRs Other Intangibles  
(in millions)Americas AmericasEMEAAsia PacificLaSalle Consolidated
Gross Carrying Amount        
Balance as of December 31, 2019$480.4
 285.7
55.9
21.4
54.0
 $897.4
Additions, net of adjustments (1)
16.9
 

0.5

 17.4
Adjustment for fully amortized intangibles(12.7) 
(0.2)

 (12.9)
Impact of exchange rate movements
 (0.5)(3.4)(2.1)(1.1) (7.1)
Balance as of March 31, 2020$484.6
 285.2
52.3
19.8
52.9
 $894.8
         
Accumulated Amortization   
 
 
 
  
Balance as of December 31, 2019$(104.0) (68.3)(33.1)(6.7)(2.7) $(214.8)
Amortization, net (2)
(22.6) (11.6)(1.8)(0.4)(0.7) (37.1)
Adjustment for fully amortized intangibles12.7
 
0.2


 12.9
Impact of exchange rate movements
 0.2
2.1
0.5
0.1
 2.9
Balance as of March 31, 2020$(113.9) (79.7)(32.6)(6.6)(3.3) $(236.1)
 

       
Net book value as of March 31, 2020$370.7
 205.5
19.7
13.2
49.6
 $658.7
(1) Included in this amount for MSRs was $5.9(i) $3.1 million relating to prepayments/write-offs due to prepayments of the underlying obligation for which we assumed, acquired or retained the servicing rights.
(2) Amortization of MSRs is included in Revenue before reimbursements within the Condensed Consolidated Statements of Comprehensive Income.
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MSRs Other Intangibles   MSRsOther Intangibles 
(in millions)Americas AmericasEMEAAsia PacificLaSalle Consolidated(in millions)AmericasAmericasEMEAAsia PacificLaSalleConsolidated
Gross Carrying Amount     Gross Carrying Amount  
Balance as of December 31, 2018$266.2
 90.0
83.1
23.5
43.9
 $506.7
Balance as of December 31, 2019Balance as of December 31, 2019$480.4 285.7 55.9 21.4 54.0 $897.4 
Additions, net of adjustments (1)
8.1
 0.9


9.2
 18.2
Additions, net of adjustments (1)
16.9 0.5 17.4 
Adjustment for fully amortized intangibles(4.4) 



 (4.4)Adjustment for fully amortized intangibles(12.7)(0.2)(12.9)
Impact of exchange rate movements
 0.1
1.0
0.2

 1.3
Impact of exchange rate movements(0.5)(3.4)(2.1)(1.1)(7.1)
Balance as of March 31, 2019$269.9
 91.0
84.1
23.7
53.1
 $521.8
Balance as of March 31, 2020Balance as of March 31, 2020$484.6 285.2 52.3 19.8 52.9 $894.8 
     
Accumulated Amortization   
 
 
 
  
Accumulated Amortization  
Balance as of December 31, 2018$(72.4) (38.8)(51.8)(6.8)
 $(169.8)
Balance as of December 31, 2019Balance as of December 31, 2019$(104.0)(68.3)(33.1)(6.7)(2.7)$(214.8)
Amortization, net (2)
(9.7) (3.6)(2.7)(0.6)(0.7) (17.3)
Amortization, net (2)
(22.6)(11.6)(1.8)(0.4)(0.7)(37.1)
Adjustment for fully amortized intangibles4.4
 



 4.4
Adjustment for fully amortized intangibles12.7 0.2 12.9 
Impact of exchange rate movements
 
(0.4)

 (0.4)Impact of exchange rate movements0.2 2.1 0.5 0.1 2.9 
Balance as of March 31, 2019$(77.7) (42.4)(54.9)(7.4)(0.7) $(183.1)
Balance as of March 31, 2020Balance as of March 31, 2020$(113.9)(79.7)(32.6)(6.6)(3.3)$(236.1)
     
Net book value as of March 31, 2019$192.2
 48.6
29.2
16.3
52.4
 $338.7
Net book value as of March 31, 2020Net book value as of March 31, 2020$370.7 205.5 19.7 13.2 49.6 $658.7 
(1) Included in this amount for MSRs was $1.9$5.9 million relating to prepayments/write-offs due to prepayments of the underlying obligation for which we assumed, acquired or retained the servicing rights.
(2) Amortization of MSRs is included in Revenue before reimbursements within the Condensed Consolidated Statements of Comprehensive Income.
The remaining estimated future amortization expense of MSRs and other identifiable intangible assets, by year, as of March 31, 2020, is presented in the following table.
(in millions)MSRsOther Intangibles Total
2020 (remaining 9 months)$49.1
40.9
 $90.0
202162.1
48.6
 110.7
202254.6
42.9
 97.5
202347.6
40.5
 88.1
202440.0
36.2
 76.2
202532.5
18.9
 51.4
Thereafter84.8
10.0
 94.8
Total$370.7
238.0
 $608.7

6.
INVESTMENTS IN REAL ESTATE VENTURES
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6.INVESTMENTS IN REAL ESTATE VENTURES
As of March 31, 20202021 and December 31, 2019,2020, we had Investments in real estate ventures of $390.8$545.1 million and $404.2$430.8 million, respectively.
Approximately 85%90% of our investments, as of March 31, 2020,2021, are primarily (i) direct investments in 4650 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement. These also includeagreement and (ii) investments by JLL SparkTechnologies in property-technology funds and early-stage proptech companies. The remaining 15%10% of our Investments in real estate ventures, as of March 31, 2020,2021, were attributable to investment vehicles that use our capital and outside capital primarily provided by institutional investors to invest, primarily,generally, in certain real estate ventures that own and operate real estate. Of our investments attributable to investment vehicles, the majority was invested in LaSalle Investment Company II ("LIC II"), in which we held an effective ownership interest of 48.78%.
We have maximum potential unfunded commitments to direct investments or investment vehicles of $309.0$309.9 million as of March 31, 2020.2021. Of this amount, while we remain contractually obligated, we do not expect a call on the $60.4 million relatesrelating to our investment in LIC II whoseas its fund life terminated in January 2020.
We evaluate our less-than-wholly-owned investments to determine whether the underlying entities are classified as variable interest entities ("VIEs"); we assess each identified VIE to determine whether we are the primary beneficiary. We have determined that we are the primary beneficiary of certain VIEs and accordingly, we have consolidated such entities. The assets of the consolidated VIEs are available only for the settlement of the obligations of the respective entities and the mortgage loans of the consolidated VIEs are non-recourse to JLL.
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Summarized financial information for our consolidated VIEs is presented in the following tables.
(in millions)March 31, 2020December 31, 2019
Property and equipment, net$128.3
126.3
Investments in real estate ventures8.8
13.2
Other assets12.5
14.3
Total assets$149.6
153.8
Other current liabilities$3.5
3.2
Mortgage indebtedness (included in Other liabilities)69.7
69.7
Total liabilities73.2
72.9
Members' equity (included in Noncontrolling interest)76.4
80.9
Total liabilities and members' equity$149.6
153.8

(in millions)March 31, 2021December 31, 2020
Property and equipment, net$154.0 117.4 
Investments in real estate ventures9.2 9.0 
Other assets11.2 21.0 
Total assets$174.4 147.4 
Other current liabilities$1.8 1.9 
Mortgage indebtedness (included in Other liabilities)89.6 60.3 
Total liabilities91.4 62.2 
Members' equity (included in Noncontrolling interest)83.0 85.2 
Total liabilities and members' equity$174.4 147.4 
Three Months Ended March 31,
(in millions)20212020
Revenue$2.6 4.3 
Operating and other expenses(3.2)(4.3)
Net gains on sale of investments(1)
0 12.2 
Net (loss) income$(0.6)12.2 
  Three Months Ended March 31,
(in millions) 20202019
Revenue $4.3
1.3
Operating and other expenses (4.3)(1.6)
Net gains on sale of investments (included in Equity earnings) 12.2

Net income (loss) $12.2
(0.3)

(1) The 2020 gain was included in Equity earnings.
We allocate the members' equity and net income of the consolidated VIEs to the noncontrolling interest holders as Noncontrolling interest on our Condensed Consolidated Balance Sheets and as Net income attributable to noncontrolling interest in our Condensed Consolidated Statements of Comprehensive Income, respectively.
Impairment
There were no significant other-than-temporary impairment charges on Investments in real estate ventures for the three months ended March 31, 20202021 and 2019.
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2020.
Fair Value
We report a majority of our investments in real estate ventures 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 Condensed Consolidated Statements of Comprehensive Income within Equity earnings. The table below shows the movement in our investments in real estate ventures reported at fair value.
(in millions)20202019
Fair value investments as of January 1,$328.6
247.3
Investments28.9
10.5
Distributions(16.0)(2.8)
Change in fair value(35.2)4.3
Foreign currency translation adjustments, net(4.3)0.3
Fair value investments as of March 31,$302.0
259.6

(in millions)20212020
Fair value investments as of January 1,$340.3 328.6 
Investments55.8 28.9 
Distributions(3.3)(16.0)
Change in fair value, net45.7 (35.2)
Foreign currency translation adjustments, net(3.1)(4.3)
Fair value investments as of March 31,$435.4 302.0 
See Note 8, Fair Value Measurements, for additional discussion of our investments in real estate ventures reported at fair value.
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7.STOCK-BASED COMPENSATION
7.STOCK-BASED COMPENSATION
Stock Unit Awards
Restricted stock unit ("RSU") and performance stock unit ("PSU") awards activity is presented in the following tables.
 RSU Shares
(in 000's)
PSU Shares
(in 000's)
 Total Shares
(in 000's)
 Weighted Average
Grant Date
Fair Value
Weighted Average
Remaining
Contractual Life
(in years)
Unvested as of December 31, 20191,532.3
286.8
 1,819.1
 $141.51
2.39
Granted9.7

 9.7
 160.03
 
Vested(324.6)
 (324.6) 136.91
 
Forfeited(8.5)
 (8.5) 137.68
 
Unvested as of March 31, 20201,208.9
286.8
 1,495.7
 $144.71
1.78
        
Unvested as of December 31, 2018559.6
93.1
 652.7
 $131.32
2.02
Granted74.7

 74.7
 152.84
 
Vested(195.5)
 (195.5) 114.79
 
Forfeited(4.5)(0.4) (4.9) 126.70
 
Unvested as of March 31, 2019434.3
92.7
 527.0
 $140.55
2.15

During the three months ended March 31, 2020, we recognized a $5.5 million expense reversal to reflect our revised estimate of PSU achievement in response to the anticipated impact of the COVID-19 pandemic.
RSU Shares
(in 000's)
PSU Shares
(in 000's)
Total Shares
(in 000's)
Weighted Average
Grant Date
Fair Value
Weighted Average
Remaining
Contractual Life
(in years)
Unvested as of December 31, 20201,096.2 531.5 1,627.7 $137.42 1.69
Granted56.6 0 56.6 145.93 
Vested(207.5)(79.0)(286.5)150.76 
Forfeited(5.0)(13.4)(18.4)149.11 
Unvested as of March 31, 2021940.3 439.1 1,379.4 $134.84 1.70
Unvested as of December 31, 20191,532.3 286.8 1,819.1 $141.51 2.39
Granted9.7 9.7 160.03 
Vested(324.6)(324.6)136.91 
Forfeited(8.5)(8.5)137.68 
Unvested as of March 31, 20201,208.9 286.8 1,495.7 $144.71 1.78
As of March 31, 2020,2021, we had $107.2$74.2 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate recognizing over varying periods into 2024; $66.92026; $24.1 million relates to the awards issued in conjunction with the HFF acquisition.
Table of Contents8.FAIR VALUE MEASUREMENTS

8.FAIR VALUE MEASUREMENTS
We measure certain assets and liabilities in accordance with ASC 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, 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 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 as $595.5$704.8 million and $685.9$723.7 million as of March 31, 20202021 and December 31, 2019,2020, respectively, using dealer quotes that are Level 2 inputs in the fair value hierarchy. The carrying value of our Long-term debt was $656.1$684.0 million and $664.6$702.0 million as of March 31, 20202021 and December 31, 2019,2020, respectively, and included debt issuance costs of $2.9$2.3 million and $3.1$2.5 million, respectively.
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Investments in Real Estate Ventures at Fair Value - Net Asset Value ("NAV")
We report a significant portion of our investments in real estate ventures 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 Condensed Consolidated Statements of Comprehensive Income within Equity earnings.
For the majority 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. As a result of the changes in market conditions from the COVID-19 pandemic, which occurred following the measurement dates used by investees to calculate NAV per share, we recognized a $36.3 million decrease in aggregate toIn instances where the reported NAV per share fordid not fully incorporate the three months ended March 31, 2020.COVID-19 pandemic’s impact on the fair value of underlying investments, we recognized an adjustment to decrease the reported NAV. As of March 31, 20202021, such adjustments totaled $9.3 million. We did not consider any other 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 March 31, 2021 and December 31, 2019,2020, investments in real estate ventures at fair value using NAV were $197.4$222.7 million and $224.8$203.8 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.
 March 31, 2020 December 31, 2019
(in millions)Level 1Level 2Level 3 Level 1Level 2Level 3
Assets       
Investments in real estate ventures - fair value$63.2

41.4
 69.4

34.4
Foreign currency forward contracts receivable
6.1

 
10.5

Warehouse receivables
1,026.8

 
527.1

Deferred compensation plan assets
374.2

 
349.9

Mortgage banking derivative assets

118.2
 

36.1
Total assets at fair value$63.2
1,407.1
159.6
 69.4
887.5
70.5
Liabilities       
Foreign currency forward contracts payable$
6.2

 
4.4

Deferred compensation plan liabilities
348.4

 
346.1

Earn-out liabilities

130.0
 

148.5
Mortgage banking derivative liabilities

182.2
 

25.9
Total liabilities at fair value$
354.6
312.2
 
350.5
174.4

March 31, 2021December 31, 2020
(in millions)Level 1Level 2Level 3Level 1Level 2Level 3
Assets
Investments in real estate ventures - fair value$72.6 0 140.1 77.2 59.3 
Foreign currency forward contracts receivable0 6.9 0 13.1 
Warehouse receivables0 832.1 0 1,529.2 
Deferred compensation plan assets0 480.2 0 446.3 
Mortgage banking derivative assets0 0 63.9 87.1 
Total assets at fair value$72.6 1,319.2 204.0 77.2 1,988.6 146.4 
Liabilities
Foreign currency forward contracts payable$0 9.4 0 3.4 
Deferred compensation plan liabilities0 452.0 0 427.6 
Earn-out liabilities0 0 68.2 85.7 
Mortgage banking derivative liabilities0 0 31.0 73.4 
Total liabilities at fair value$0 461.4 99.2 431.0 159.1 
Investments in Real Estate Ventures
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 these fair value adjustments in our Condensed Consolidated Statements of Comprehensive Income within Equity earnings.
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. Generally, theThe carrying value iswas deemed to approximate the fair value for the majority of these investments 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. To the extent there are changes in fair value, a result of pricing in subsequent funding rounds or changes in business strategy, for example, we recognize such changes through Equity earnings.
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Foreign Currency Forward Contracts
We regularly use foreign currency forward contracts to manage our currency exchange rate risk related to intercompany lending and cash management practices. We determine the fair values of these contracts based on current market rates. The inputs for these valuations are Level 2 inputs in the fair value hierarchy. As of March 31, 20202021 and December 31, 2019,2020, these contracts had a gross notional value of $1.80$2.22 billion ($0.841.22 billion on a net basis) and $2.30$2.34 billion ($1.051.42 billion on a net basis), respectively.
We recognize gains and losses from revaluation of these contracts as a component of Operating, administrative and other expense. They are offset by the gains and losses we recognize on the revaluation of intercompany loans and other foreign currency balances. The impact to net income was not significant for the three months ended March 31, 2020 or 2019.
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 $6.1$6.9 million asset as of March 31, 2021, was composed of gross contracts with receivable positions of $8.4 million and payable positions of $1.5 million. The $9.4 million liability as of March 31, 2021, was composed of gross contracts with receivable positions of $0.7 million and payable positions of $10.1 million. As of December 31, 2020, the $13.1 million asset was composed of gross contracts with receivable positions of $13.5 million and payable positions of $0.4 million. The $3.4 million liability as of December 31, 2020, was composed of gross contracts with receivable positions of $7.3$2.7 million and payable positions of $1.2$6.1 million. The $6.2 million liability as of March 31, 2020, was composed of gross contracts with receivable positions of $2.1 million and payable positions of $8.3 million. As of December 31, 2019, the $10.5 million asset was composed of gross contracts with receivable positions of $10.6 million and payable positions of $0.1 million. The $4.4 million liability as of December 31, 2019, was composed of gross contracts with receivable positions of $0.8 million and payable positions of $5.2 million.
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Warehouse Receivables
As of March 31, 20202021 and December 31, 2019,2020, all of our Warehouse receivables 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.
Deferred Compensation Plan
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 Condensed Consolidated Balance Sheet as of March 31, 2020,2021, as Deferred compensation plan assets of $374.2$480.2 million, long-term deferred compensation plan liabilities of $348.4$452.0 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of $5.6$5.4 million. We recorded this plan on our Condensed Consolidated Balance Sheet as of December 31, 2019,2020, as Deferred compensation plan assets of $349.9$446.3 million, long-term deferred compensation plan liabilities of $346.1$427.6 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of $5.7$5.6 million.
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 counterparty credit risk. An increase in counterparty credit risk assumptions would result in a lower fair value measurement.
The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3).
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(in millions)Balance as of December 31, 2019Net change in fair value
Foreign CTA1
Purchases / AdditionsSettlements Balance as of March 31, 2020
Investments in real estate ventures$34.4


7.0

 $41.4
Mortgage banking derivative assets and liabilities, net10.2
(75.2)
26.2
(25.2) (64.0)
Earn-out liabilities148.5
(8.2)(2.0)
(8.3) 130.0
(in millions)Balance as of December 31, 2018Net change in fair value
Foreign CTA1
Purchases / AdditionsSettlements Balance as of March 31, 2019
Investments in real estate ventures$11.5


1.5

 $13.0
Mortgage banking derivative assets and liabilities, net6.3
(9.2)
15.1
(11.6) 0.6
Earn-out liabilities192.0
5.7
(0.3)1.5
(29.7) 169.2
(in millions)Balance as of December 31, 2020Net change in fair value
Foreign CTA(1)
Purchases / AdditionsSettlementsBalance as of March 31, 2021
Investments in real estate ventures$59.3 31.8 0 49.1 (0.1)$140.1 
Mortgage banking derivative assets and liabilities, net13.7 18.9 0 41.1 (40.8)32.9 
Earn-out liabilities85.7 (0.1)(0.4)3.8 (20.8)68.2 
(in millions)Balance as of December 31, 2019Net change in fair value
Foreign CTA(1)
Purchases / AdditionsSettlementsBalance as of
March 31, 2020
Investments in real estate ventures$34.4 7.0 $41.4 
Mortgage banking derivative assets and liabilities, net10.2 (75.2)26.2 (25.2)(64.0)
Earn-out liabilities148.5 (8.2)(2.0)(8.3)130.0 
1 (1) CTA: Currency translation adjustments
Net change in fair value, included in the tables above, is reported in Net income as follows.
Category of Assets/Liabilities using Unobservable Inputs
Condensed Consolidated Statements

of Comprehensive Income Account Caption
Earn-out liabilities (Short-term and Long-term)Restructuring and acquisition charges
Investments in real estate venturesEquity (losses) earnings
Other current assets - Mortgage banking derivative assetsRevenue before reimbursements
Other current liabilities - Mortgage banking derivative liabilitiesRevenue before reimbursements

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Non-Recurring Fair Value Measurements
We review our investments in real estate ventures, 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. We did not recognize any significant investment-level impairment losses during either of the three months ended March 31, 20202021 or 2019.2020. See Note 6, Investments in Real Estate Ventures, for additional information, including information related to impairment charges recorded at the investee level.
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9.DEBT
9.DEBT
Short-term borrowings and long-term debt obligations are composed of the following.
(in millions)March 31, 2020December 31, 2019
Short-term borrowings:  
Local overdraft facilities$35.8
44.8
Other short-term borrowings89.4
75.3
Total short-term borrowings$125.2
120.1
Credit facility, net of debt issuance costs of $11.4 and $12.31,438.6
512.7
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $1.0 and $1.2274.0
273.8
Long-term senior notes, 1.96%, face amount of €175.0, due June 2027, net of debt issuance costs of $0.9 and $0.9191.1
195.4
Long-term senior notes, 2.21%, face amount of €175.0, due June 2029, net of debt issuance costs of $1.0 and $1.0191.0
195.4
Total debt$2,219.9
1,297.4

($ in millions)March 31, 2021December 31, 2020
Short-term borrowings:
Local overdraft facilities$16.0 12.0 
Other short-term borrowings74.6 50.0 
Total short-term borrowings$90.6 62.0 
Credit facility, net of debt issuance costs of $7.7 and $8.7342.3 (8.7)
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $0.6 and $0.8274.4 274.2 
Long-term senior notes, 1.96%, face amount of €175.0, due June 2027, net of debt issuance costs of $0.8 and $0.8204.8 213.9 
Long-term senior notes, 2.21%, face amount of €175.0, due June 2029, net of debt issuance costs of $0.9 and $0.9204.8 213.9 
Total debt$1,116.9 755.3 
Credit Facility
We have aOur $2.75 billion unsecured revolving credit facility (the "Facility") that matures on May 17, 2023. Pricing on the Facility ranges from three-month LIBOR plus 0.875% to 1.35%, with pricing as of March 31, 2020,2021, at LIBOR plus 0.95%. In addition to outstanding borrowings under the Facility presented in the above table, we had outstanding letters of credit under the Facility of $0.7 million and $0.8 million as of both March 31, 20202021 and December 31, 2019, respectively.2020.
On April 14, 2021, we renewed the Facility, which included the extension of the maturity date to April 2026. Refer to Note 13, Subsequent Events for further detail.
The following tables provides additional information on our Facility.
 Three Months Ended March 31,
($ in millions)20202019
Average outstanding borrowings under the Facility$935.2
209.0
Effective interest rate on the Facility2.4%3.3%

Three Months Ended March 31,
($ in millions)20212020
Average outstanding borrowings under the Facility$184.4 935.2 
Effective interest rate on the Facility1.0 %2.4 %
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, dividend payments, share repurchases and capital expenditures.
Short-Term Borrowings and Long-Term Debt
In addition to our Facility, we have the capacity to borrow up to an additional $86.0$63.4 million under local overdraft facilities. Amounts outstanding are presented in the debt table above.
As of March 31, 2020,2021, our issuer and senior unsecured ratings are investment grade: Baa1 from Moody’s Investors Service, Inc. and BBB+ from Standard & Poor’s Ratings Services.
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Covenants
Our Facility and senior notes are subject to customary financial and other covenants, including cash interest coverage ratios and leverage ratios, as well as event of default conditions. We remained in compliance with all covenants as of March 31, 2020.2021.
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Warehouse Facilities
 March 31, 2020 December 31, 2019
($ in millions)Outstanding BalanceMaximum Capacity Outstanding BalanceMaximum Capacity
Warehouse Facilities:     
LIBOR plus 1.15%, expires September 21, 2020$94.1
375.0
 104.4
375.0
LIBOR plus 1.15%, expires September 19, 2020381.0
775.0
 184.8
775.0
LIBOR plus 1.15%, expires August 31, 2020
100.0
 11.4
100.0
Fannie Mae ASAP1 program, LIBOR plus 1.15%
89.0
n/a
 53.6
n/a
LIBOR plus 1.25%280.2
1,000.0
 151.6
1,000.0
LIBOR plus 1.25%92.9
175.0
 11.0
175.0
Gross warehouse facilities937.2
2,425.0
 516.8
2,425.0
Debt issuance costs(0.6)n/a
 (0.9)n/a
Total warehouse facilities$936.6
2,425.0
 515.9
2,425.0

March 31, 2021December 31, 2020
($ in millions)Outstanding BalanceMaximum CapacityOutstanding BalanceMaximum Capacity
Warehouse Facilities:
LIBOR plus 1.40%, expires September 20, 2021$171.5 400.0 144.4 400.0 
LIBOR plus 1.40%, expires September 18, 2021(1)
516.6 1,200.0 768.9 1,600.0 
LIBOR plus 1.40%, expires August 27, 2021(2)
87.3 200.0 195.9 900.0 
Fannie Mae ASAP(3) program, LIBOR plus 1.15%
58.9 n/a128.8 n/a
LIBOR plus 1.50%0 300.0 261.6 300.0 
Gross warehouse facilities834.3 2,100.0 1,499.6 3,200.0 
Debt issuance costs(0.8)n/a(1.2)n/a
Total warehouse facilities$833.5 2,100.0 1,498.4 3,200.0 
1 (1) The temporary maximum capacity increase to $1,600.0 million expired on January 31, 2021; thereafter, the maximum capacity reverted to its original contractual amount.
(2) The temporary maximum capacity increase to $900.0 million expired on January 6, 2021; thereafter, the maximum capacity reverted to its original contractual amount.
(3) As Soon As Pooled ("ASAP") funding programprogram.
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 warehouse facilities, we are required to comply with certain financial covenants regarding (1)(i) minimum net worth, (2)(ii) minimum servicing-related loans and (3)(iii) minimum adjusted leverage ratios. We remained in compliance with all covenants under our Warehouse facilities as of March 31, 2020.
2021.
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10.COMMITMENTS AND CONTINGENCIES
10.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
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 Condensed 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 $32.9$14.5 million and $37.7$44.0 million as of March 31, 20202021 and December 31, 2019,2020, respectively, and are included in Notes and other receivables and Long-term receivables on our Condensed Consolidated Balance Sheets.
The following table shows the professional indemnity accrual activity and related payments.
(in millions)
December 31, 2020$48.2 
New claims0
Prior year claims adjustments (including foreign currency changes)(30.2)
Claims paid(0.4)
March 31, 2021$17.6
December 31, 2019$38.1 
New claims0.3 
Prior year claims adjustments (including foreign currency changes)(4.8)
Claims paid
March 31, 2020$33.6 
(in millions) 
December 31, 2019$38.1
New claims0.3
Prior year claims adjustments (including foreign currency changes)(4.8)
Claims paid
March 31, 2020$33.6
  
December 31, 2018$43.1
New claims
Prior year claims adjustments (including foreign currency changes)(2.4)
Claims paid(1.1)
March 31, 2019$39.6

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 March 31, 20202021 and December 31, 2019,2020, we had loans subject to such loss-sharing arrangements with an aggregate unpaid principal balance of $9.9$12.9 billion and $9.7$12.2 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 Condensed Consolidated Statements of Comprehensive Income. As of March 31, 20202021 and December 31, 2019,2020, the loss-sharing guarantee obligations were $20.8$23.5 million and $20.6$22.1 million, respectively, and are included in Other liabilities on our Condensed Consolidated Balance Sheets. There were no loan losses incurred for the three months ended March 31, 2021 and 2020.
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 March 31, 2021 and December 31, 2020, the loan loss guarantee reserve was $28.6 million and 2019.$36.7 million, respectively, and are included within Other liabilities on our Condensed Consolidated Balance Sheets.

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11.RESTRUCTURING AND ACQUISITION CHARGES
11.RESTRUCTURING AND ACQUISITION CHARGES
Restructuring and acquisition charges include cash and non-cash expenses. Cash-based charges primarily consist of (1) 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, (2) acquisition, transaction and integration-related charges, and (3) other restructuring including lease exit charges. Non-cash charges include (1) stock-based compensation expense for retention awards issued in conjunction with the HFF acquisition and (2) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity. Restructuring and acquisition charges are presented in table below.
 Three Months Ended March 31,
(in millions)20202019
Severance and other employment-related charges$1.3
5.0
Restructuring, pre-acquisition and post-acquisition charges9.8
7.9
Stock-based compensation expense for HFF retention awards11.2

Fair value adjustments to earn-out liabilities(8.2)5.7
Restructuring and acquisition charges$14.1
18.6

Three Months Ended March 31,
(in millions)20212020
Severance and other employment-related charges$1.8 1.3 
Restructuring, pre-acquisition and post-acquisition charges9.5 9.8 
Stock-based compensation expense for HFF retention awards6.0 11.2 
Fair value adjustments to earn-out liabilities(0.1)(8.2)
Restructuring and acquisition charges$17.2 14.1 
The following tables show the accrual activity and payments relating to cash-based Restructuring and acquisition charges.
(in millions)Severance & Employment-RelatedLease
Exit
Restructuring, Acquisition and
Integration Costs
Total
December 31, 2020$41.3 2.5 1.2 $45.0 
Accruals1.8 3.3 6.2 11.3 
Payments made(18.9)(4.8)(5.6)(29.3)
March 31, 2021$24.2 1.0 1.8 $27.0 
(in millions)Severance & Employment-Related
Lease
Exit
Restructuring, Acquisition and
Integration Costs
 Total
December 31, 2019$24.3
8.4
3.8
 $36.5
Accruals1.3
2.4
7.4
 11.1
Payments made(14.3)(9.6)(6.9) (30.8)
March 31, 2020$11.3
1.2
4.3
 $16.8
(in millions)Severance & Employment-RelatedLease
Exit
Other Restructuring,
Acquisition and Integration Costs
 Total
December 31, 2018$14.0
0.6
0.5
 $15.1
Accruals5.0

7.9
 12.9
Payments made(7.8)(0.1)(6.5) (14.4)
March 31, 2019$11.2
0.5
1.9
 $13.6

(in millions)Severance & Employment-RelatedLease
Exit
Other Restructuring,
Acquisition and Integration Costs
Total
December 31, 2019$24.3 8.4 3.8 $36.5 
Accruals1.3 2.4 7.4 11.1 
Payments made(14.3)(9.6)(6.9)(30.8)
March 31, 2020$11.3 1.2 4.3 $16.8 
We expect the majority of accrued severance and other accrued acquisition costs as of March 31, 20202021 will be paid during the next twelve months. Lease exit payments depend on the terms of various leases, which extend as far out as 2022.2026.
HFF Acquisition
ForIncluded in Restructuring and acquisition charges were $11.5 million for the three months ended March 31, 2021 compared to $21.3 million for the three months ended March 31, 2020 and 2019, amounts included in Restructuring and acquisitionof charges associated withrelating to the HFF acquisition and integration were $21.3 million and $6.5 million, respectively. These charges included transaction/deal costs,of HFF (including retention and severance expense, early lease termination costs, and other integration expenses.expenses).
During the integration of HFF, we expect to incur significant charges over the two years following the acquisition in an effort to maximize the value of the combined organization. We expect to recognize approximately $100 million of expense over this two-year window relating to retention awards which have already been paid or granted (in the case of RSUs). In addition, we may incur other costs in connection with the integration including, but not limited to, lease termination charges and other employee-related costs, but are unable to estimate these amounts.We anticipate that other than RSU retention awards granted, substantially all of these cumulative charges will result in cash expenditures.
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12.     ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
12.ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT
The tables below present the changes in Accumulated other comprehensive income (loss) ("AOCI") by component.
(in millions)Pension and postretirement benefitCumulative foreign currency translation adjustmentTotal
Balance as of December 31, 2020$(81.2)(296.0)$(377.2)
Other comprehensive loss before reclassification0 (6.2)(6.2)
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
(0.2)0 (0.2)
Other comprehensive loss after tax expense of $ - , $ - and $ -(0.2)(6.2)(6.4)
Balance as of March 31, 2021$(81.4)(302.2)$(383.6)
(in millions)Pension and postretirement benefitCumulative foreign currency translation adjustmentTotal
Balance as of December 31, 2019$(72.0)(355.8)$(427.8)
Other comprehensive loss before reclassification(143.4)(143.4)
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
Other comprehensive loss after tax expense of $ - , $ - and $ -(143.4)(143.4)
Balance as of March 31, 2020$(72.0)(499.2)$(571.2)
For pension and postretirement benefits, we report amounts reclassified from AOCI relating to employer service cost in Compensation and benefits within the Condensed Consolidated Statements of Comprehensive Income. All other reclassifications relating to pension and postretirement benefits are reported within Other income.
(in millions)Pension and postretirement benefitCumulative foreign currency translation adjustment Total
Balance as of December 31, 2019$(72.0)(355.8) $(427.8)
Other comprehensive loss before reclassification
(143.4) (143.4)
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -


 
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -
(143.4) (143.4)
Balance as of March 31, 2020$(72.0)(499.2) $(571.2)
     
(in millions)Pension and postretirement benefitCumulative foreign currency translation adjustment Total
Balance as of December 31, 2018$(57.4)(398.8) $(456.2)
Other comprehensive income before reclassification
31.3
 31.3
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
(1.0)
 (1.0)
Other comprehensive (loss) income after tax expense of $ - , $ - and $ -(1.0)31.3
 30.3
Balance as of March 31, 2019$(58.4)(367.5) $(425.9)

13.     SUBSEQUENT EVENTS
On April 14, 2021, we executed Amendment No. 2 ("Amendment No. 2") to the Second Amended and Restated Multicurrency Credit Agreement dated as of June 21, 2016 (as amended, the "Credit Agreement") with a syndicate of lenders. The borrowing capacity under the Credit Agreement remains at $2.75 billion. The features to the Credit Agreement, as amended, provide for (i) an extension of the maturity date from May 2023 to April 2026, (ii) incremental flexibility of cash add-backs, all capped at the greater of $175.0 million or 20% of Bank Adjusted EBITDA for any twelve-month period, (iii) incorporating non-cash add-backs to Bank Adjusted EBITDA, (iv) certain sustainability-linked metrics incorporating KPI's with incentive pricing, and (v) auto-adjustment to new benchmark interest rates.
Refer to Note 9, Debt for further information on our Facility.
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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 Condensed Consolidated Financial Statements, including the notes thereto, for the three months ended March 31, 2020,2021, and our audited Consolidated Financial Statements, including the notes thereto, for the fiscal year ended December 31, 2019,2020, which are included in our 20192020 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 20192020 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.
(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 20192020 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 (1) the stated amount of assets and liabilities, (2) disclosure of contingent assets and liabilities at the date of the financial statements, and (3) 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 Condensed 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, 2019.2020. There have been no material changes to these critical accounting policies and estimates during the three months ended March 31, 2020.2021.
The following are the critical accounting policies and estimates discussed 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, 2019:
Revenue Recognition;
Business Combinations, Goodwill and Other Intangible Assets;
Investments in Real Estate Ventures; and
Income Taxes.
In addition to the aforementioned critical accounting policies, we believe the calculation of our quarterly tax provision is critical to understanding the estimates and assumptions used in preparing the Condensed Consolidated Financial Statements in Item 1.
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Quarterly Income Tax Provision
We base our fiscal year estimated effective tax rate on estimates we update each quarter. Our effective tax rate for the three months ended March 31, 2020 was 22.0%. 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. We evaluate our estimated effective tax rate on a quarterly basis to reflect forecast changes in our geographic mix of income and legislative actions on statutory tax rates and other relevant matters effective in the quarter in which the legislation is enacted. Changes in the forecasted income impact of the COVID-19 pandemic may affect our forecasted full-year effective tax rate for the remaining interim quarters of 2020.
The geographic mix of our income can significantly impact our effective tax rate. Very low tax rate jurisdictions (those with effective national and local combined tax rates of 25% or lower) that provide the most significant contributions to our effective tax rate include: Hong Kong (16.5%), Singapore (17%), the United Kingdom (17.5%) and Saudi Arabia (20%). We do not project any other jurisdictions with effective rates of 25% or lower to materially impact our 2020 global effective tax rate.
ITEMS AFFECTING COMPARABILITY
Macroeconomic Conditions
Our results of operations and the variability of these results are significantly influenced by (1) macroeconomic trends, (2) the geopolitical environment, (3) the global and regional real estate markets, and (4) 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. Specifically inIn 2020 we are beginning to experienceand the three months ended March 31, 2021, macroeconomic impact ofconditions influenced by the COVID-19 pandemic.pandemic impacted the historical seasonality of our revenue and profits and may continue to do so during the remainder of 2021.
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Acquisitions
The timing of acquisitions 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. 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.
LaSalle Revenue
Our investment management business is, in part, compensated through incentive fees where performance of underlying funds' investments exceeds agreed-to benchmark levels. Depending upon performance, disposition activity, and the contractual timing of measurement periods with clients, these fees can be significant and vary substantially from period to period.
Equity earnings also may vary substantially from period to period for a variety of reasons, including as a result of: (1) gains (losses) on investments reported at fair value, (2) gains (losses) on asset dispositions, and (3) 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 Condensed 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.
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Transactional-Based Revenue
Transactional-based fees, that are impacted by the size and timing of our clients' transactions, from real estate investment banking, capital markets activities and other services within our RES businesses, and LaSalle, increase the variability of the revenue we earn. The timing and the magnitude of these fees can vary significantly from year to year and quarter to quarter, and from region to region.
Seasonality
Historically, our quarterly revenue and profits have tended to increase from quarter to quarter as the year progresses. 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. Historically, we have reported a relatively smaller profit in the first quarter and then increasingly larger profits during each of the following three quarters, excluding the recognition of investment-generated performance fees and realized and unrealized co-investment equity earnings and losses (each of which can be unpredictable). Generally, we recognize incentives fees when assets are sold, the timing of which is geared toward the benefit of our clients. In addition, co-investment equity gains and losses are primarily dependent on valuations of underlying investments, 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. In 2020 and the three months ended March 31, 2021, macroeconomic conditions influenced by the COVID-19 pandemic impacted the historical seasonality of our revenue and profits and may continue to do so during the remainder of 2021.
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 March 31, 20202021 and 2019,2020, are not fully indicative of the results we expect to realize for the full fiscal year.
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RESULTS OF OPERATIONS
Definitions
We define market volumes for Leasing as gross absorption of office real estate space in square feet for the U.S., Europe and selected markets in Asia Pacific. We define market volumes for Capital Markets as investment sales transactions globally.
Assets under management data for LaSalle is reported on a one-quarter lag.
MENA: Middle East and North Africa. Greater China: China, Hong Kong, Macau and Taiwan.
n.m.: not meaningful, represented by a percentage change of greater than 100% favorable or unfavorable.
Consolidated Operating Results
Three Months Ended March 31,Change in% Change in Local Currency Three Months Ended March 31,Change in% Change in Local Currency
($ in millions)20202019U.S. dollars($ in millions)20212020U.S. dollars
Leasing$492.4
477.9
14.5
3 %4 %Leasing$449.5 492.4 (42.9)(9)%(10)%
Capital Markets342.3
193.5
148.8
77
79
Capital Markets320.4 342.3 (21.9)(6)(9)
Property & Facility Management2,365.8
2,269.1
96.7
4
6
Property & Facility Management2,414.0 2,365.8 48.2 2 (1)
Project & Development Services604.4
600.1
4.3
1
2
Project & Development Services551.8 604.4 (52.6)(9)(12)
Advisory, Consulting and Other186.2
181.6
4.6
3
4
Advisory, Consulting and Other210.2 186.2 24.0 13 8 
Real Estate Services ("RES") revenue$3,991.1
3,722.2
268.9
7 %9 %Real Estate Services ("RES") revenue$3,945.9 3,991.1 (45.2)(1)%(4)%
LaSalle104.9
98.4
6.5
7
8
LaSalle91.2 104.9 (13.7)(13)(16)
Revenue$4,096.0
3,820.6
275.4
7 %9 %Revenue$4,037.1 4,096.0 (58.9)(1)%(4)%
Reimbursements(1,863.0)(1,859.0)4.0

1
Reimbursements(1,907.5)(1,863.0)(44.5)2  
Revenue before reimbursements$2,233.0
1,961.6
271.4
14 %15 %Revenue before reimbursements$2,129.6 2,233.0 (103.4)(5)%(8)%
Gross contract costs(729.4)(642.6)(86.8)14
16
Gross contract costs(677.2)(729.4)52.2 (7)(11)
Net non-cash MSR and mortgage banking derivative activity1.6
0.1
1.5
n.m.
n.m.
Net non-cash MSR and mortgage banking derivative activity(9.7)1.6 (11.3)n.m.
Fee revenue$1,505.2
1,319.1
186.1
14 %15 %Fee revenue$1,442.7 1,505.2 (62.5)(4)%(7)%
Leasing475.2
461.4
13.8
3
4
Leasing429.5 475.2 (45.7)(10)(11)
Capital Markets334.1
184.8
149.3
81
82
Capital Markets305.3 334.1 (28.8)(9)(11)
Property & Facility Management279.9
280.7
(0.8)0
1
Property & Facility Management304.7 279.9 24.8 9 5 
Project & Development Services188.3
173.4
14.9
9
10
Project & Development Services170.1 188.3 (18.2)(10)(13)
Advisory, Consulting and Other129.1
125.1
4.0
3
6
Advisory, Consulting and Other147.8 129.1 18.7 14 9 
RES fee revenue$1,406.6
1,225.4
181.2
15 %16 %RES fee revenue$1,357.4 1,406.6 (49.2)(3)%(6)%
LaSalle98.6
93.7
4.9
5
6
LaSalle85.3 98.6 (13.3)(13)(17)
Compensation and benefits excluding gross contract costs1,064.3
958.0
106.3
11
12
Compensation and benefits excluding gross contract costs$1,072.2 1,064.3 7.9 1 %(2)%
Operating, administrative and other expenses excluding gross contract costs305.6
270.5
35.1
13
15
Operating, administrative and other expenses excluding gross contract costs229.3 305.6 (76.3)(25)(27)
Depreciation and amortization55.0
46.5
8.5
18
19
Depreciation and amortization53.0 55.0 (2.0)(4)(6)
Restructuring and acquisition chargesRestructuring and acquisition charges17.2 14.1 3.1 22 21 
Total fee-based operating expenses1,424.9
1,275.0
149.9
12
13
Total fee-based operating expenses1,371.7 1,439.0 (67.3)(5)(7)
Restructuring and acquisition charges14.1
18.6
(4.5)(24)(24)
Gross contract costs729.4
642.6
86.8
14
16
Gross contract costs677.2 729.4 (52.2)(7)(11)
Total operating expenses, excluding reimbursed expenses$2,168.4
1,936.2
232.2
12 %14 %Total operating expenses, excluding reimbursed expenses$2,048.9 2,168.4 (119.5)(6)%(9)%
Operating income$64.6
25.4
39.2
n.m.
n.m.
Operating income$80.7 64.6 16.1 25 %23 %
Equity earnings$(28.3)5.0
(33.3)n.m.
n.m.
Equity earnings (losses)Equity earnings (losses)$48.5 (28.3)76.8 n.m.
Adjusted EBITDA$95.6
95.4
0.2
 %2 %Adjusted EBITDA$190.1 95.6 94.5 99 %96 %
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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:
(i)a.Fee revenue and Fee-based operating expenses;
(ii)b.Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") and Adjusted EBITDA margin; and
(iii)c.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. generally accepted accounting principles (“GAAP”). Any measure that eliminates components of a company’s capital structure, cost of operations or investment, or other results has limitations as a performance measure. In light of these limitations, management also considers 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 GAAP, they may not be comparable to similarly titled measures used by other companies.
Adjustments to GAAP Financial Measures Used to Calculate non-GAAP Financial Measures
Gross contract costs represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are indirectly reimbursed through the fees we receive. These costs are presented on a gross basis in Operating expenses with the equal amount of corresponding fees in Revenue before reimbursements. However, as we generally earn little to no margin on such costs,Consistent with our treatment of directly reimbursed expenses, excluding gross contract costs from both Fee revenue and Fee-based operating expenses more accurately reflects how we manage our expense base and operating margins and also enables a more consistent performance assessment across a portfolio of contracts with varying payment terms and structures, including those with direct versus indirect reimbursement of such costs.
Net non-cash mortgage servicing rights ("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 service line of the Americas 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 on Disposition reflects the gain recognized on the sale of a business within Americas. Given the low frequency of business disposals by the company historically, the gain directly associated with such activity is excluded as it is not considered indicative of core operating performance.

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Reconciliation of Non-GAAP Financial Measures
Below are reconciliations of (i) Revenue to fee revenue and (ii) Operating expenses to fee-based operating expenses.
Three Months Ended March 31,Three Months Ended March 31,
(in millions)20202019(in millions)20212020
Revenue$4,096.0
3,820.6
Revenue$4,037.1 4,096.0 
Reimbursements(1,863.0)(1,859.0)
Less: Reimbursements
Less: Reimbursements
(1,907.5)(1,863.0)
Revenue before reimbursements2,233.0
1,961.6
Revenue before reimbursements2,129.6 2,233.0 
Adjustments:  Adjustments:
Gross contract costs(729.4)(642.6)Gross contract costs(677.2)(729.4)
Net non-cash MSR and mortgage banking derivative activity1.6
0.1
Net non-cash MSR and mortgage banking derivative activity(9.7)1.6 
Fee revenue$1,505.2
1,319.1
Fee revenue$1,442.7 1,505.2 
  
Operating expenses$4,031.4
3,795.2
Operating expenses$3,956.4 4,031.4 
Reimbursed expenses(1,863.0)(1,859.0)
Less: Reimbursed expenses
Less: Reimbursed expenses
(1,907.5)(1,863.0)
Operating expenses, excluding reimbursed expenses2,168.4
1,936.2
Operating expenses, excluding reimbursed expenses2,048.9 2,168.4 
Less: Gross contract costs
(729.4)(642.6)
Less: Gross contract costs
(677.2)(729.4)
Fee-based operating expenses$1,439.0
1,293.6
Fee-based operating expenses$1,371.7 1,439.0 
  
Operating income$64.6
25.4
Operating income$80.7 64.6 
Below is (i) a reconciliation of Net income attributable to common shareholders to EBITDA and Adjusted EBITDA, (ii) the Net income margin attributable to common shareholders (measured on Revenue before reimbursements), and (iii) the Adjusted EBITDA margin (measured on fee-revenue and presented on a local currency basis).
Three Months Ended March 31,
(in millions)20212020
Net income attributable to common shareholders$103.0 5.3 
Add:
Interest expense, net of interest income10.4 14.6 
Provision for income taxes28.2 5.0 
Depreciation and amortization53.0 55.0 
EBITDA$194.6 79.9 
Adjustments:
Restructuring and acquisition charges17.2 14.1 
Gain on disposition(12.0)— 
Net non-cash MSR and mortgage banking derivative activity(9.7)1.6 
Adjusted EBITDA$190.1 95.6 
Net income margin attributable to common shareholders4.8 %0.2 %
Adjusted EBITDA margin13.4 %6.4 %
 Three Months Ended March 31,
(in millions)20202019
Net income attributable to common shareholders$5.3
21.3
Add:  
Interest expense, net of interest income14.6
9.6
Provision for income taxes5.0
(0.7)
Depreciation and amortization55.0
46.5
EBITDA$79.9
76.7
Adjustments:  
Restructuring and acquisition charges14.1
18.6
Net non-cash MSR and mortgage banking derivative activity1.6
0.1
Adjusted EBITDA$95.6
95.4
   
Net income margin attributable to common shareholders0.2%1.1%
   
Adjusted EBITDA margin6.4%7.2%

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In discussing our operating results, we report Adjusted EBITDA margins and refer to 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) Fee revenue, (iii) Operating income, and (iv) Adjusted EBITDA.
Three Months Ended March 31,Three Months Ended March 31,
($ in millions)2020 % Change($ in millions)2021% Change
Revenue:   Revenue:
At current period exchange rates$4,096.0
 7%At current period exchange rates$4,037.1 (1)%
Impact of change in exchange rates49.7
 n/a
Impact of change in exchange rates(110.2)n/a
At comparative period exchange rates$4,145.7
 9%At comparative period exchange rates$3,926.9 (4)%
   
Fee Revenue:   
Fee revenue:Fee revenue:
At current period exchange rates$1,505.2
 14%At current period exchange rates$1,442.7 (4)%
Impact of change in exchange rates18.0
 n/a
Impact of change in exchange rates(40.5)n/a
At comparative period exchange rates$1,523.2
 15%At comparative period exchange rates$1,402.2 (7)%
   
Operating Income:   
Operating income:Operating income:
At current period exchange rates$64.6
 154%At current period exchange rates$80.7 25 %
Impact of change in exchange rates1.5
 n/a
Impact of change in exchange rates(1.3)n/a
At comparative period exchange rates$66.1
 161%At comparative period exchange rates$79.4 23 %
   
Adjusted EBITDA:   Adjusted EBITDA:
At current period exchange rates$95.6
 %At current period exchange rates$190.1 99 %
Impact of change in exchange rates1.6
 n/a
Impact of change in exchange rates(2.6)n/a
At comparative period exchange rates$97.2
 2%At comparative period exchange rates$187.5 96 %
29

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Revenue
COVID-19 Pandemic
Our operations were disrupted byThe continued impact of the COVID-19 pandemic (the "pandemic") beginning this quarter. Offices in China began closing in Januarycontributed to lower consolidated RES revenue, down 4% to $3.9 billion, and by the end of the March, over 90% of our office-based corporate employees across the globe were working remotely. Geographiesfee revenue, down 6% to $1.4 billion, compared with the longest duration of the pandemic experienced the most significant financial impact, whichprior-year quarter, as strong growth in Asia Pacific was primarily to transactional-based service lines. Specifically, these locations include China, Japan, Korea and southern Europe. In response to the pandemic's developments, we have implemented cost mitigation plans on discretionary spend. In addition, the macroeconomic impact of the pandemic resulted in certain non-cash charges this quarter, including a $30.6 million increase to loan loss credit reservesmore than offset by declines in Americas and $40.3 million of equity losses largely from fair value declines in LaSalle. The continued impact ofEMEA. Notably, the pandemic on transactional-based service lines, possible additional non-cash charges, and potential delays in payments from clients are closely being monitored.
Revenue
For the first quarter of 2020 compared with 2019, consolidated RES revenue increased 9%decreases in transaction-based service lines were less significant than the trailing three quarters, with encouraging economic indicators present in many geographies. Corporate Solutions continued to $4.0 billion and consolidated RESdeliver stable fee revenue increased 16% to $1.4 billion. The increaseperformance as strength in consolidated RES revenue was highlighted by Capital Markets, which contributed 48%facilities management offset a decrease in Project & Development Services.
Geographically across service lines, EMEA represented 60% of the RES increaserevenue decline for the first quarter on a local currency basis, including $144.4 million ofAmericas represented 54% and Asia Pacific partially offset these decreases. With respect to RES fee revenue, from the July 1, 2019 acquisition of HFF, Inc. ("HFF"). Property & Facility Management, which contributed 39%Americas represented nearly all of the RES revenue increasedecline for the first quarter on a local currency basis, was driven by continued Corporate Solutions momentum acrossas growth in Asia Pacific offset the globe. Consolidated feedecline in EMEA. Refer to the segment results discussion for further detail.
LaSalle revenue growth was achieved within all our RES service lines, led by Capital Markets (77% of the growth on a local currency basis). Geographically across service lines, Americas contributed over 100% of the RES fee revenue growth for the first quarter.
The following highlights the proportion of RES service line consolidated fee revenue growth, on a local currency basis,decreased 16% compared with the prior-year quarter, by notable segment. Refer to segment operating results for further discussion.
Leasing - Americas drove growth, partially offset by Asia Pacific and EMEA
Capital Markets - Americas (96%) and EMEA (7%), offset by Asia Pacific
Property & Facility Management - Americas led growth, offset by EMEA
Project & Development Services - Americas (73%) and EMEA (46%), offset by Asia Pacific
Advisory, Consulting and Other - Asia Pacific (51%), Americas (38%) and EMEA (11%)
LaSalle had strong growth in advisory fees in the first quarter of 2020, slightly offset by declines in incentive and transaction fees.quarter. Refer to the LaSalle segment results discussion for further discussion.detail.
Our consolidated fee revenue increased 14%decreased 4% in U.S. dollars (“USD”) and 15%7% in local currency for the first quarter of 2020,2021, compared with 2019.2020. The spread was driven by strengtheningthe weakening of the U.S. dollar against mostseveral major currencies, especially the euro, British pound sterling, euro and Australian dollar, Chinese yuan and Indian rupee.dollar.
Operating Expenses
In the first quarter of 2020,2021, consolidated operating expenses, excluding reimbursed expenses, were $2.2$2.0 billion, up 14%down 9% from 2019,2020, and consolidated fee-based operating expenses, were $1.4 billion, up 13%down 7% from the prior-year quarter. For the first quarter, the increase in expense was primarily attributable to Americas, which represented over 100% of the increasedecrease in fee-based operating expenses was driven by Americas (97% of the reduction on a local currency basis, primarily due to incremental expenses from HFF operations as well as a $30.6basis).
Americas results reflected an $8.1 million increasenon-cash reduction to loan loss credit reserves, in response to the expected economic impact of the pandemic; Asia Pacific and EMEA offset thiscompared with a $30.6 million increase in expenses. In addition, reserves during the prior-year quarter.
Restructuring and acquisition charges were downincreased compared with the prior-year quarter,prior year; refer to following table for further detail.
Three Months Ended March 31,
(in millions)20212020
Severance and other employment-related charges$1.8 1.3 
Restructuring, pre-acquisition and post-acquisition charges15.5 21.0 
Fair value adjustments that resulted in a net decrease to earn-out liabilities from prior-period acquisition activity(0.1)(8.2)
Total restructuring & acquisition charges$17.2 14.1 
Portion of total restructuring & acquisition charges related to the acquisition and integration of HFF$11.5 21.3 
  Three Months Ended March 31,
(in millions) 20202019
Severance and other employment-related charges $1.3
5.0
Restructuring, pre-acquisition and post-acquisition charges 21.0
7.9
Fair value adjustments that resulted in a net (decrease) increase to earn-out liabilities from prior-period acquisition activity (8.2)5.7
Total restructuring & acquisition charges $14.1
18.6
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Included in the preceding table was $21.3 million and $6.5 million for the first quarter of 2020 and 2019, respectively, of charges relating toCharges associated with the acquisition and integration of HFF. Charges in 2020 includeHFF included retention and severance expense, early lease termination costs, and other integration expenses, while charges in 2019 included transaction/deal costs.expenses.
Equity Earnings/LossesEarnings
For the first quarter of 2020,2021, we recognized equity earnings of $48.5 million, compared with equity losses of $28.3 million compared with equity earnings of $5.0 million in the prior-year quarter. LaSalle recognized $40.3
Valuation increases of JLL Technologies' investments contributed $34.7 million of equity lossesthis quarter, reflecting progress in 2020, compared with $4.9 million of equity earningsthe strategy to invest in 2019;early-stage proptech companies; refer to the LaSalleAmericas segment results discussion for additional details. Substantiallydetail. In addition, substantially all of the $12.7 million of equity earnings in the Americas segment in 2020 were attributable to gains by consolidated variable interest entities in which the companywe held no equity interest. Theseinterest; these gains are also reflected in net income attributable to noncontrolling interest and, therefore, have no impact to Netnet income attributable to common shareholders.
LaSalle recognized $13.0 million of equity earnings in 2021, compared with $40.3 million of equity losses last year. Refer to the LaSalle segment discussion for additional detail.
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Income Taxes
The provision for income taxes was $5.0$28.2 million for the three months ended March 31, 2020,2021, representing an effective tax rate of 22.0%21.6%. For the three months ended March 31, 2019,2020, the $0.7provision was $5.0 million, income tax benefit included a $5.7 million discrete benefit due to a reduction to our reserve for uncertain tax positions. Excluding the impact of this discrete item, therepresenting an effective tax rate was 24.5% for the three months ended March 31, 2019.of 22.0%.
Net Income and Adjusted EBITDA
Net income attributable to common shareholders for the first quarter of 2020three months ended March 31, 2021 was $5.3$103.0 million, compared with $21.3$5.3 million in 2019.2020. Adjusted EBITDA was $95.6$190.1 million for the first quarter of 2020, compared with $95.42021, an increase of 96% from the prior-year period. Net income attributable to common shareholders in 2021 included a $12.0 million gain recognized on the sale of a business as part of a broader investment made in 2019. Roofstock, a marketplace for investing in the dynamic single-family rental sector. This gain on sale is excluded from adjusted measures.
Net income margin attributable to common shareholders for the first quarter (against Revenue before reimbursements) was 0.2% in the first quarter of 2020,4.8%, compared with 1.1%0.2% in the prior-year quarter. Adjusted EBITDA margin for the first quarter, calculated on a fee-revenue basis, for the first quarter of 2020 was 13.2% in USD (13.4% in local currency), compared with 6.4% in USD and local currency, compared with 7.2% last year.2020. The 80 basis-point net contraction of consolidated margin expansion was primarily due to the year-over-year non-cash charges noted above (430 basis points ofchanges in LaSalle equity earnings and loan loss credit reserves discussed above. Remaining margin dilution),expansion was driven by JLL Technologies' investments as well as strong contributions from Asia Pacific, partially offset by contributions from recent RES acquisitions (+170 basis points), driven by HFF, and organic RES (+170 basis points).a decline in EMEA. Refer to the segment operating results discussions for additional detail.
Segment Operating Results
We manage and report our operations as four business segments. Our three geographic RES segments include Americas, EMEA and Asia Pacific. Our fourth segment is LaSalle, our investment management business.
Each geographic region offers our full range of real estate services, including tenant representation and agency leasing, capital markets, property management, facility management, project and development services, and advisory, consulting and valuation services. We consider "property management" to be services provided to non-occupying property investors and "facility management" to be services provided to owner-occupiers. LaSalle provides investment management services to institutional investors and high-net-worth individuals.
For segment reporting, (i) gross contract costs and (ii) net non-cash MSR and mortgage banking derivative activity are both excluded from revenue in determining "fee revenue". Gross contract costs are excluded from operating expenses in determining "fee-based operating expenses." In addition, our measure of segment results also excludes Restructuring and acquisition charges.
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Americas - Real Estate Services
% Change
 Three Months Ended March 31,Change inin Local
($ in millions)20212020U.S. dollarsCurrency
Revenue$2,443.9 2,523.1 (79.2)(3)%(3)%
Reimbursements(1,385.7)(1,393.5)7.8 (1)(1)
Revenue before reimbursements$1,058.2 1,129.6 (71.4)(6)%(6)%
Gross contract costs(215.8)(212.8)(3.0)1 2 
Net non-cash MSR and mortgage banking derivative activity(9.7)1.6 (11.3)n.m.n.m.
Fee revenue$832.7 918.4 (85.7)(9)%(9)%
Leasing351.4 405.6 (54.2)(13)(14)
Capital Markets206.6 246.6 (40.0)(16)(16)
Property & Facility Management146.5 128.7 17.8 14 14 
Project & Development Services81.3 93.4 (12.1)(13)(13)
Advisory, Consulting and Other46.9 44.1 2.8 6 6 
Compensation, operating and administrative expenses excluding gross contract costs$698.8 797.5 (98.7)(12)%(12)%
Depreciation and amortization33.1 37.4 (4.3)(11)(11)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)731.9 834.9 (103.0)(12)(12)
Gross contract costs215.8 212.8 3.0 1 2 
Segment operating expenses (excluding reimbursed expenses)$947.7 1,047.7 (100.0)(10)%(10)%
Equity earnings$34.5 12.7 21.8 n.m.n.m.
Segment income$145.0 94.6 50.4 53 %53 %
Adjusted EBITDA$169.0 121.3 47.7 39 %39 %
     % Change
 Three Months Ended March 31,Change inin Local
($ in millions)20202019U.S. dollarsCurrency
Revenue$2,523.1
2,250.1
273.0
12%13%
Reimbursements(1,393.5)(1,351.4)(42.1)3
3
Revenue before reimbursements$1,129.6
898.7
230.9
26%26%
Gross contract costs(212.8)(187.7)(25.1)13
15
Net non-cash MSR and mortgage banking derivative activity1.6
0.1
1.5
n.m.
n.m.
Fee Revenue$918.4
711.1
207.3
29%30%
Leasing405.6
377.6
28.0
7
8
Capital Markets246.6
99.7
146.9
n.m.
n.m.
Property & Facility Management128.7
111.4
17.3
16
16
Project & Development Services93.4
80.7
12.7
16
16
Advisory, Consulting and Other44.1
41.7
2.4
6
6
Compensation, operating and administrative expenses excluding gross contract costs797.5
623.1
174.4
28
28
Depreciation and amortization37.4
27.3
10.1
37
38
Segment fee-based operating expenses (excluding restructuring and acquisition charges)834.9
650.4
184.5
28
29
Gross contract costs212.8
187.7
25.1
13
15
Segment operating expenses (excluding reimbursed expenses)$1,047.7
838.1
209.6
25%26%
Segment operating income$81.9
60.6
21.3
35%35%
Equity earnings (loss)$12.7
(0.3)13.0
n.m.
n.m.
Adjusted EBITDA$121.3
88.0
33.3
38%38%
The pandemic continued to negatively impact the Americas continued its strong momentum through the first quarter of 2020 with alltransaction-based service lines, delivering increasedalthough the decline in U.S. Leasing was notably less significant than recent quarters. Continued growth in industrial partially offset a decline in office leasing activity, however, U.S. office leasing again outperformed market gross absorption, which was down 45% according to JLL Research. Lower investment sales and debt placement activity drove the decline in Capital Markets revenue while our multifamily business continued to deliver stable revenue performance. Strong revenue and fee revenue. The growth was led by Capital Markets, reflecting $140.9 million of incremental revenue contributions from HFF ($143.4 million of fee revenue). Leasing performed exceptionally well in the U.S., outpacing a very strong prior-year quarter (Q1 2019 was up 29% over 2018). Corporate Solutions achieved double-digit fee revenue growth due to net new wins and existing client expansions, primarily reflected in Property & Facility Management and Project & Development Services.
The increase in operating expenses and fee-based operating expenses for the first quarter of 2020 compared with 2019 primarily reflected revenue-related expense growth, including incremental expenses associated with the first quarter of post-acquisition HFF operations. In addition, the current quarter included a non-cash $30.6 million increase to credit reserves for potential future losses on sold loans with loss-sharing provisions and was attributable to new client wins and expansions of existing Corporate Solutions client relationships.
Equity earnings were entirely driven by valuation increases to JLL Technologies' investments, a reflection of subsequent financing rounds at increased per-share values for certain investments. In the pandemic.
Substantially all of theprior year, equity earnings were largely attributable to gains by consolidated variable interest entities in which the company held no equity interest. Therefore, there isinterest, and therefore, these gains had no net impact to Adjusted EBITDA.
The decreases in segment operating expenses and segment fee-based operating expenses for the first quarter of 2021 compared with 2020 were driven by savings resulting from cost mitigation efforts during the trailing twelve months and lower revenue-related expenses.
Adjusted EBITDA margin for the quarter, calculated on a fee-revenue basis, was 13.2%20.3% in USD and in local currency, for the quarter, compared with 12.4%13.2% in 2019.2020. The equity earnings noted above and year-over-year change in loan loss credit reserves substantially drove the margin expansion reflects strong revenue performance, largely split between organic and HFF, and the implementation ofexpansion. The residual nominal improvement reflected cost mitigation plans. This was partiallysavings noted above which offset by the non-cash $30.6 million charge noted above.impact of lower revenue.
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EMEA - Real Estate Services
  % Change% Change
Three Months Ended March 31,Change inin Local Three Months Ended March 31,Change inin Local
($ in millions)20202019U.S. dollarsCurrency($ in millions)20212020U.S. dollarsCurrency
Revenue$755.9
723.4
32.5
4 %7 %Revenue$716.2 755.9 (39.7)(5)%(12)%
Reimbursements(182.8)(164.6)(18.2)11
13
Reimbursements(153.4)(182.8)29.4 (16)(23)
Revenue before reimbursements$573.1
558.8
14.3
3 %5 %Revenue before reimbursements$562.8 573.1 (10.3)(2)%(9)%
Gross contract costs(262.6)(242.7)(19.9)8
11
Gross contract costs(251.3)(262.6)11.3 (4)(11)
Fee Revenue$310.5
316.1
(5.6)(2)%1 %
Fee revenueFee revenue$311.5 310.5 1.0  %(7)%
Leasing47.0
50.5
(3.5)(7)(4)Leasing50.3 47.0 3.3 7 (1)
Capital Markets68.8
59.6
9.2
15
19
Capital Markets70.3 68.8 1.5 2 (5)
Property & Facility Management77.9
95.0
(17.1)(18)(16)Property & Facility Management77.0 77.9 (0.9)(1)(8)
Project & Development Services66.1
59.5
6.6
11
14
Project & Development Services59.2 66.1 (6.9)(10)(16)
Advisory, Consulting and Other50.7
51.5
(0.8)(2)2
Advisory, Consulting and Other54.7 50.7 4.0 8  
Compensation, operating and administrative expenses excluding gross contract costs321.8
334.2
(12.4)(4)(2)Compensation, operating and administrative expenses excluding gross contract costs$336.4 321.8 14.6 5 %(2)%
Depreciation and amortization9.2
11.3
(2.1)(19)(17)Depreciation and amortization10.9 9.2 1.7 18 11 
Segment fee-based operating expenses (excluding restructuring and acquisition charges)331.0
345.5
(14.5)(4)(2)Segment fee-based operating expenses (excluding restructuring and acquisition charges)347.3 331.0 16.3 5 (2)
Gross contract costs262.6
242.7
19.9
8
11
Gross contract costs251.3 262.6 (11.3)(4)(11)
Segment operating expenses (excluding reimbursed expenses)$593.6
588.2
5.4
1 %3 %Segment operating expenses (excluding reimbursed expenses)$598.6 593.6 5.0 1 %(6)%
Segment operating loss$(20.5)(29.4)8.9
30 %34 %
Equity earnings$
0.1
(0.1)n.m.
n.m.
Equity earnings$ —  n.m.
Segment lossSegment loss$(35.8)(20.5)(15.3)75 %69 %
Adjusted EBITDA$(10.6)(18.2)7.6
42 %49 %Adjusted EBITDA$(24.8)(10.6)(14.2)n.m.
EMEA’s first-quarter 2020 revenue and fee revenue wasin 2021 continued to be affected by the pandemic, compared with the prior-year quarter which had not yet been meaningfully impacted. Transaction-based revenues were largely stable as significant growth in certain geographies, highlighted by strong performanceSwitzerland, was offset by geographies that experienced more restrictive lock-down measures, such as Germany and the UK. Lower activity in Capital Marketsour fit-out business and significant prior-year project activity in MENA that did not recur this quarter primarily drove the decline in Project & Development Services. A decrease in fee revenue from the UK mobile engineering business impacted Property & Facility Management.
The UKdecreases (in local currency) in segment operating expenses and Germany drove growth in Capital Markets;segment fee-based operating expenses, compared with the prior-year quarter, reflectedwere primarily due to savings resulting from cost mitigation efforts during the trailing twelve months and lower revenue-related expenses, partially offset by a sharp declinecontract loss in volumes in theour UK impacted by Brexit uncertainty. Project & Development Services growth was led by continued strong project execution in MENA. A majority of the decline in Property & Facility Management fee revenue reflects the sale of certain property management businesses in continental Europe in late 2019.mobile engineering business.
The increase in operating expenses, excluding reimbursed expenses, and fee-based operating expenses, excluding restructuring and acquisition charges,Adjusted EBITDA margin for the first three months of 2020 compared with prior-year, correlated with the revenue growth but reflected the implementation of cost mitigation plans in response to the pandemic.
Adjusted EBITDA margin,quarter, calculated on a fee-revenue basis, was negative 3.4%8.0% in USD for the quarter (negative 2.9%8.4% in local currency), compared with negative 5.8% last year.3.4% in the prior-year quarter. The margin improvement reflected an increasedecline in higher-margin transactional revenuesrevenue as well as the implementation ofabove-noted contract loss contributed to the lower margin performance, more than offsetting the cost mitigation plans.expense savings.
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Asia Pacific - Real Estate Services
  % Change% Change
Three Months Ended March 31,Change inin Local Three Months Ended March 31,Change inin Local
($ in millions)20202019U.S. dollarsCurrency($ in millions)20212020U.S. dollarsCurrency
Revenue$712.1
748.7
(36.6)(5)%(2)%Revenue$785.8 712.1 73.7 10 %3 %
Reimbursements(284.9)(341.1)56.2
(16)(13)Reimbursements(366.9)(284.9)(82.0)29 19 
Revenue before reimbursements$427.2
407.6
19.6
5 %8 %Revenue before reimbursements$418.9 427.2 (8.3)(2)%(8)%
Gross contract costs(249.5)(209.4)(40.1)19
22
Gross contract costs(205.7)(249.5)43.8 (18)(21)
Fee Revenue$177.7
198.2
(20.5)(10)%(7)%
Fee revenueFee revenue$213.2 177.7 35.5 20 %12 %
Leasing22.6
33.3
(10.7)(32)(30)Leasing27.8 22.6 5.2 23 16 
Capital Markets18.7
25.5
(6.8)(27)(23)Capital Markets28.4 18.7 9.7 52 39 
Property & Facility Management73.3
74.3
(1.0)(1)2
Property & Facility Management81.2 73.3 7.9 11 4 
Project & Development Services28.8
33.2
(4.4)(13)(10)Project & Development Services29.6 28.8 0.8 3 (4)
Advisory, Consulting and Other34.3
31.9
2.4
8
11
Advisory, Consulting and Other46.2 34.3 11.9 35 24 
Compensation, operating and administrative expenses excluding gross contract costs168.0
191.1
(23.1)(12)(9)Compensation, operating and administrative expenses excluding gross contract costs$189.1 168.0 21.1 13 %5 %
Depreciation and amortization6.6
6.4
0.2
3
7
Depreciation and amortization7.3 6.6 0.7 11 4 
Segment fee-based operating expenses (excluding restructuring and acquisition charges)174.6
197.5
(22.9)(12)(8)Segment fee-based operating expenses (excluding restructuring and acquisition charges)196.4 174.6 21.8 12 5 
Gross contract costs249.5
209.4
40.1
19
22
Gross contract costs205.7 249.5 (43.8)(18)(21)
Segment operating expenses (excluding reimbursed expenses)$424.1
406.9
17.2
4 %7 %Segment operating expenses (excluding reimbursed expenses)$402.1 424.1 (22.0)(5)%(10)%
Segment operating income$3.1
0.7
2.4
n.m.
n.m.
Equity earnings$(0.7)0.3
(1.0)n.m.
n.m.
Equity earnings (losses)Equity earnings (losses)$1.0 (0.7)1.7 n.m.
Segment incomeSegment income$17.8 2.4 15.4 n.m.
Adjusted EBITDA$9.4
7.3
2.1
29 %29 %Adjusted EBITDA$25.0 9.4 15.6 n.m.
Asia Pacific realized the most notable impact this quarter from the pandemic. Office closures and work stoppages began in January in China and continued across the region in order to minimize the human impact of the pandemic. This is reflected in the revenue andPacific's double-digit fee revenue declines, which were largely attributable toincrease reflected strong growth in transaction-based revenue along with continued stability in Corporate Solutions. An increase in large-deal transactions, particularly in Singapore and Australia, drove revenue expansion in Capital Markets. Growth in Leasing was led by a pick-up in office volumes, especially in Greater China. Significant growth in valuations services, notably in Greater China and Australia, led Advisory, Consulting and Other.
Higher segment fee-based operating expenses, compared with 2020, was primarily attributable to revenue-related expense increases, partially offset by savings resulting from cost mitigation efforts during the trailing twelve months. Lower segment operating expenses, compared with last year, was due to a lesser extent Japan, primarilydecrease in transactions-based services lines. Despite this backdrop, Corporate Solutions was largely flat year-over-year as growth in integrated facilities management and advisory services was largely offset by the impact of temporary work stoppages to Project & Development Services mandates.
Segment operating expenses, excluding reimbursed expenses, for the first quarter of 2020 included an offset of $5.4 million from grants and subsidies from certain government relief programs established in response to the pandemic. The subsidies have been used in the receiving countries to retain employees and offset their compensation expense.gross contract costs.
Adjusted EBITDA margin for the quarter, calculated on a fee-revenue basis, was 5.3%11.7% in USD for the quarter (5.2%(11.3% in local currency), compared with 3.7%5.3% last year. The netsignificant margin improvement reflected the government grantsexpansion was attributable to growth in transaction-based revenue and subsidies noted above as well as the impact of cost mitigation plans. These items were partially offset by the revenue driversexpense savings noted above.
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LaSalle
% Change
 Three Months Ended March 31,Change inin Local
($ in millions)20212020U.S. dollarsCurrency
Revenue$91.2 104.9 (13.7)(13)%(16)%
Reimbursements(1.5)(1.8)0.3 (17)(24)
Revenue before reimbursements$89.7 103.1 (13.4)(13)%(16)%
Gross contract costs(4.4)(4.5)0.1 (2)(3)
Fee revenue$85.3 98.6 (13.3)(13)%(17)%
Advisory fees79.3 82.0 (2.7)(3)(8)
Transaction fees & other6.0 10.9 (4.9)(45)(47)
Incentive fees 5.7 (5.7)(100)(100)
Compensation, operating and administrative expenses excluding gross contract costs$77.2 82.6 (5.4)(7)%(10)%
Depreciation and amortization1.7 1.8 (0.1)(6)(10)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)78.9 84.4 (5.5)(7)(10)
Gross contract costs4.4 4.5 (0.1)(2)(3)
Segment operating expenses (excluding reimbursed expenses)$83.3 88.9 (5.6)(6)%(9)%
Equity earnings (losses)$13.0 (40.3)53.3 n.m.n.m.
Segment income (loss)$19.4 (26.1)45.5 n.m.n.m.
Adjusted EBITDA$20.9 (24.4)45.3 n.m.n.m.
     % Change
 Three Months Ended March 31,Change inin Local
($ in millions)20202019U.S. dollarsCurrency
Revenue$104.9
98.4
6.5
7 %8 %
Reimbursements(1.8)(1.9)0.1
(5)(1)
Revenue before reimbursements$103.1
96.5
6.6
7 %8 %
Gross contract costs(4.5)(2.8)(1.7)61
58
Fee Revenue$98.6
93.7
4.9
5 %6 %
Advisory fees82.0
73.8
8.2
11
12
Transaction fees & other10.9
12.4
(1.5)(12)(10)
Incentive fees5.7
7.5
(1.8)(24)(24)
Compensation, operating and administrative expenses excluding gross contract costs82.6
80.1
2.5
3
4
Depreciation and amortization1.8
1.5
0.3
20
20
Segment fee-based operating expenses (excluding restructuring and acquisition charges)84.4
81.6
2.8
3
4
Gross contract costs4.5
2.8
1.7
61
58
Segment operating expenses (excluding reimbursed expenses)$88.9
84.4
4.5
5 %6 %
Segment operating income$14.2
12.1
2.1
17 %19 %
Equity (losses) earnings$(40.3)4.9
(45.2)n.m.
n.m.
Adjusted EBITDA$(24.4)18.3
(42.7)n.m.
n.m.
LaSalle's strongLower LaSalle advisory fee growth across all geographies followed exceptional private equity capital raisingfees were largely attributable to pandemic-driven valuation declines in assets under management over the trailing twelve months. Transaction and Incentive fees reflected decreased acquisition/transaction activity in 2021.
As a direct result ofEquity earnings in the pandemic's expected impact on real estate prices, we recognized Equity losses thiscurrent quarter to reflect decreaseswere substantially driven by increases to the estimated fair value of underlying real estate investments within LaSalle's co-investment portfolio. In the prior year, equity losses were largely driven by the pandemic's impact on real estate prices which drove lower estimated fair values within the portfolio.
SegmentThe decreases in segment operating income was up 19%expenses and segment fee-based operating expenses, compared with 2019. the prior-year quarter, was driven by lower revenue-related variable expenses.
Adjusted EBITDA margin was negative 24.8% in USD for the quarter (negative 24.3%was 24.5% in USD (24.7% local currency), compared with 19.5%negative 24.8% last year. TheMargin improvement was attributable to the year-over-year change in equity (losses) earnings, represented over 100% of the margin decline and decrease in Adjusted EBITDA. The advisory fee growth partially offset these equity losses.by lower revenue.
AUM was $69.5$70.9 billion as of March 31, 2020,2021, an increase of 3% in USD (1%(no change in local currency) from $67.6$68.9 billion as of December 31, 2019.2020. The AUM increase resulted from (i) $3.7$1.9 billion of foreign currency increases, (ii) $1.1 billion of acquisitions, (ii) $1.2and (iii) $0.9 billion of net valuation increases, and (iii) $1.4 billion of foreign currency increases, partially offset by (iv) $4.4$1.9 billion of dispositions and withdrawals.
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LIQUIDITY AND CAPITAL RESOURCES
We finance our operations, co-investment activity, share repurchases and dividend payments, capital expenditures and business acquisitions with internally generated funds, borrowings on our Facility, and through issuance of Long-term debt.
Cash Flows from Operating Activities
Operating activities used $546.1$461.8 million of cash in the first three months of 2020,2021, compared with $551.5$546.1 million of cash used during the same period in 2019.2020. The decrease in cash used by operating activities is driven by increased cash provided by earnings, offset by increased annualwas primarily due to less incentive compensation paid to employees, reflecting our stronger full-year 2019in 2021, compared with 2020, a result of 2020 business performance compared with the full-year 2018.2019. This was partially offset by lower collections of trade receivables, reflecting higher revenue in 2019 compared with 2020.
Cash Flows from Investing Activities
We used $90.5$97.8 million of cash for investing activities during the first three months of 2020,2021, as compared to $91.0$90.5 million used during the same period in 2019.2020. The slight decreaseincrease in cash used was driven by an absence of businessincrease in acquisitions this quarter,in investment properties (less than wholly-owned), partially offset by an increasea decrease in net capital contribution activity relatedcontributions to co-investments in real estate ventures and JLL Spark investments.lower capital expenditures in 2021. We discuss these key drivers individually below in further detail.
Cash Flows from Financing Activities
Financing activities provided $883.3$376.7 million of cash during the first three months of 2020,2021, as compared to $592.8$883.3 million provided by financing activities during the same period in 2019.2020. The net increasedecrease of $290.5$506.6 million in cash flows from financing activities is substantially driven by the increasea decrease in the outstandingborrowings on our Facility. The borrowings on our Facility toin the first quarter fund seasonal liquidity includingneeds, specifically annual incentive compensation payments made in the first quarter, which were notably lower in 2021 as discussed in the cash flows from operating activities.activities section above.
Debt
Our $2.75 billion Facility matures on May 17, 2023. As of March 31, 2020,2021, we had outstanding borrowings under the Facility of $1,450.0$350.0 million and outstanding letters of credit of $0.7 million. As of December 31, 2019,2020, we had $525.0 million ofno outstanding borrowings under the Facility and outstanding letters of credit of $0.8$0.7 million. The average outstanding borrowings under the Facility were $935.2$184.4 million and $209.0$935.2 million during the three months ended March 31, 20202021 and 2019, respectively.2020.
In addition to our Facility, we had the capacity to borrow up to $86.0$63.4 million under local overdraft facilities as of March 31, 2020.2021. We had Short-term borrowings (including capitalfinancing lease obligations, overdrawn bank accounts and local overdraft facilities) of $125.2$90.6 million and $120.1$62.0 million as of March 31, 20202021 and December 31, 2019,2020, respectively, of which $35.8$16.0 million and $44.8$12.0 million, respectively, were attributable to local overdraft facilities.
We will continue to use the Facility for working capital needs (including payment of accrued incentive compensation), co-investment activities, dividend payments, share repurchases, capital expenditures and business acquisitions. See Note 9, Debt, in the Notes to Condensed Consolidated Financial Statements for additional information on our Facility, Long-term debt and Short-term borrowings.
On April 14, 2021, we renewed our Facility and extend its maturity date to April 2026. See Note 13, Subsequent Events, in the Notes to Condensed Consolidated Financial Statement for additional information about the Amendment.
Investment Activity
As of March 31, 2020,2021, we had total investmentsa carrying value of $390.8$545.1 million in investments, primarily related to LaSalle co-investments.co-investments in real estate ventures and investments by JLL Technologies in early-stage proptech companies. For the three months ended March 31, 2020,2021, and 2019,2020, funding of investments exceeded return of capital by $40.6$29.8 million, and $3.4$40.6 million, respectively. We expect to continue to pursue strategic co-investment opportunities with our investment management clients globally as co-investment remains an important foundation to the continued growth of LaSalle's business. In addition, we expect continued investments by JLL Spark venture funds.Technologies.
See Note 6, Investments in Real Estate Ventures, in the Notes to Condensed Consolidated Financial Statements for additional information on our investment activity.
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Share Repurchase and Dividend Programs
On October 31, 2019,February 21, 2021, our Board of Directors approved a new share repurchase program (the "Program") authorizingauthorized an additional $500.0 million for the repurchase of up to $200 million of our common stock in the open market and privately negotiated transactions. During the three months ended March 31, 2021 we did not repurchase any shares. During the three months ended March 31, 2020 we repurchased nearly 188 thousand 188,000 shares for $25.0 million.As of March 31, 2020, $175.02021, $600.0 million remained authorized for repurchases under the Program. There were no shares repurchased during the three months ended March 31, 2019.our share repurchase program.
Capital Expenditures
Net capital additions for the three months ended March 31, 2021 and 2020, and 2019, were $44.4$34.6 million and $44.6$44.4 million, respectively. Our capital expenditures in 20202021 were primarily for software, computer-related hardware, and improvements to leased office spaces.spaces improvements and purchased/developed software.
In addition, netInvestment Asset Activity of Less Than Wholly-Owned Entities
Net capital additions made by consolidated VIEs in which we held no equity interest for the three months ended March 31, 2021 and 2020, and 2019, were $3.2$37.2 million and $15.6$3.2 million, respectively, primarily to acquire real estate (net of real estate sales).
Business Acquisitions
During the three months ended March 31, 2020,2021, we paid $12.9$26.4 million for business acquisitions. This included $0.2 million of payments relating to acquisitions in 2021 and $26.2 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years. years, which are primarily reflected in cash flows from financing activities.
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 $45.2$26.9 million as of March 31, 2020.2021. 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 March 31, 2020,2021, we had the potential to make earn-out payments for a maximum of $254.0$157.8 million on 4424 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 Condensed 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.
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 March 31, 20202021 and December 31, 2019,2020, we had total cash and cash equivalents of $720.7$456.6 million and $451.9$574.3 million, respectively, of which approximately $350.1$375.4 million and $385.4$445.2 million, respectively, was held by foreign subsidiaries.
Restricted Net Assets
We face regulatory restrictions in certain countries that limit or prevent the transfer of funds to other countries or the exchange of the local currency to other currencies. However, we generally face no such restrictions with regard to the use or application of funds for ordinary course business activities within such countries. The assets of these countries aggregated to approximately 4% and 5% of our total assets as of March 31, 20202021 and December 31, 2019, respectively.2020.
Off-Balance Sheet Arrangements
We have unfunded capital commitments to investment vehicles and direct investments for future co-investments, totaling a maximum of $309.0$309.9 million as of March 31, 2020.2021. See our discussion of unfunded commitments in Note 6, Investments in Real Estate Ventures, in the Notes to Condensed Consolidated Financial Statements.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report, our Annual Report to Shareholdersincluding this Management's Discussion and our other filings with the SecuritiesAnalysis of Financial Condition and Exchange Commission (“SEC”) contain certainResults of Operations, contains “forward-looking statements” within the meaning of the Privatefederal 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 Litigation Reform Act of 1995. 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,” “project, “expect,” “estimate,” “assume,” “intend,” “anticipate,” “target,” “plan” and variations thereof and similar terms, are intended to be forward-looking statements. Forward-lookingSuch statements are made subjectdo not relate strictly to the safe harbor protections of the federal securities laws pursuant to Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
From time to time, we also include writtenhistorical or oral forward-looking statements in other publicly disclosed materials (including, but not limited to other filings with the SEC, press releases, presentations and communications by JLL or its management). Such statementscurrent 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, including,events. This includes, but is not limited to, the Company'sour expectations regarding the potential impact of the COVID-19 outbreak and the efficacy of vaccines and therapeutics on reducing the spread of the virus, as well as any further impacts to us, the economy as a whole, and/or related government and regulatory restrictions issued to combat the global pandemic; they do not relate strictly to historical or current facts.pandemic, including any adverse changes in such restrictions that may impact us. 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.
Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or anticipated results. These risks and uncertainties are described in our Annual Report on Form 10-K for the year ended December 31, 20192020 in Part I, Item 1A. Risk Factors and may also be described from time to time in our future reports filedsubsequent filings with the SEC.Securities and Exchange Commission. You should consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of predictions contained in such forward-looking statements. We do not undertake any obligation to update forward-looking statements to reflect events, circumstances, changes in expectations or the occurrence of unanticipated events after the date of those statements.

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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 20202021 on our variable-rate debt, our results would reflect an increase of $0.7$0.2 million to Interest expense, net of interest income, for the three months ended March 31, 2020.2021.
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.
 Three Months Ended March 31,Three Months Ended March 31,
 2020201920212020
British Pound 8%9%British Pound9 %%
Euro 8
8
Euro7 
Other 25
27
Other27 25 
Revenue exposed to foreign exchange rates 41%44%Revenue exposed to foreign exchange rates43 %41 %
United States Dollar 59
56
United States dollarUnited States dollar57 59 
Total Revenue 100%100%Total Revenue100 %100 %
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 8, Fair Value Measurements, for further discussion of our forward contracts.
Disclosure of Limitations
As the information presented above includes only those exposures that exist as of March 31, 2020, it does not consider those exposures or positions which could arise after that date. The information we present has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate and foreign currency fluctuations will depend on the exposures that arise during the applicable period, the hedging strategies at the time, and interest and foreign currency rates.
For other risk factors inherent in our business, see Item 1A. Risk Factors in our 2019 Annual Report on Form 10-K.
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 March 31, 2020,2021, 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, 2019.
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 March 31, 2020:
PeriodTotal number of shares purchasedWeighted average price paid per shareTotal number of shares purchased as part of publicly announced planApproximate dollar value of shares that may yet be purchased under the plan
January 1, 2020 - January 31, 2020
 $

 $200.0
February 1, 2020 - February 29, 202010,276
 $138.83
10,276
 $198.6
March 1, 2020 - March 31, 2020177,477
 $132.79
177,477
 $175.0
Total187,753
  187,753
  
Item 5. Other Information
Other Information
Effective April 1, 2020, in conjunction with a series of measures we have taken in response to extraordinary business challenges brought on by the current COVID-19 global pandemic crisis, Christian Ulbrich, our Chief Executive Officer and President, and the entire Global Executive Board executed salary reduction agreements irrevocably waiving 50% of their annual base salary for the remainder of 2020. We are including this disclosure and related Exhibit 10.1 in this Form 10-Q rather than filing a Form 8-K under Item 5.02.
In addition, each member of the Board has agreed by irrevocable waiver to forego receipt of 50% of the cash retainer fees payable to her or him during the remainder of 2020, effective as of the quarterly payment made April 1, 2020.
Corporate Governance
Our policies and practices reflect corporate governance initiatives we believe comply with the listing requirements of the New York Stock Exchange, on which our common stock is traded, the corporate governance requirements of the Sarbanes-Oxley Act of 2002 as currently in effect, various regulations issued by the SEC and certain provisions of the General Corporation Law in the State of Maryland, where JLL is incorporated. We maintain a corporate governance section on our public website which includes key information about our corporate governance initiatives, such as our Corporate Governance Guidelines, Charters for the three Committees of our Board of Directors, a Statement of Qualifications of Members of the Board of Directors and our Code of Business Ethics. The Board of Directors regularly reviews corporate governance developments and modifies our Guidelines and Charters as warranted. The corporate governance section can be found on our website at www.us.jll.com by clicking "Investor Relations" and then "Governance."

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Corporate Officers
The names and titles of our corporate executive officers, as of March 31, 2020, were as follows:
Global Executive Board
Christian Ulbrich
Chief Executive Officer and President
Stephanie Plaines
Chief Financial Officer
Richard Bloxam
Chief Executive Officer, Global Capital Markets
Anthony Couse
Chief Executive Officer, Asia Pacific
Guy Grainger
Chief Executive Officer, Europe, Middle East and Africa
Jeff A. Jacobson
Chief Executive Officer, LaSalle Investment Management
Yishai Lerner
Co-Chief Executive Officer, JLL Technologies
Patricia Maxson
Chief Administrative Officer
Neil Murray
Chief Executive Officer, Global Corporate Solutions
Gregory P. O'Brien
Chief Executive Officer, Americas
Mihir Shah
Co-Chief Executive Officer, JLL Technologies
Additional Global Corporate Officers
Mary E. BilbreyJames S. Jasionowski
Chief Human Resources OfficerChief Tax Officer
Louis F. BowersJudith I. Tempelman
ControllerHead of Corporate Development
Bryan J. DuncanAlan Tse
TreasurerChief Legal Officer and Corporate Secretary
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Item 6. Exhibits
Exhibit NumberDescription
Form Change in Control Agreement for Global Executive Board (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K dated March 4, 2021 (File No. 001-13145))
Amendment No. 2 to the Second Amended and Restated Multicurrency Credit Agreement, dated as of April 14, 2021 (Incorporated by reference to Exhibit Number10.1 to the Current Report on Form 8-K dated April 16, 2021 (File No. 001-13145))
Description
Form of Global Executive Board Salary Reduction Agreement
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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.INSInline 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.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover 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 May, 2020.2021.

                    
JONES LANG LASALLE INCORPORATED
By:/s/ Stephanie PlainesKaren Brennan
Stephanie PlainesKaren Brennan
Chief Financial Officer
(Authorized Officer and Principal Financial Officer)

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