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 June 30, ~~2020~~2021

☐ 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

Jones Lang LaSalle Incorporated

(Exact name of registrant as specified in its charter)

Maryland

36-4150422

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

200 East Randolph Drive

Chicago,

60601

(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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.01

JLL

The 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 filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the registrant's common stock (par value $0.01) as of the close of business on ~~July 31, 2020~~August 2, 2021 was ~~51,780,802.~~50,701,671.

Table of Contents




Part I			Financial Information

Item 1.			Condensed Consolidated Financial Statements:	3

			Balance Sheets as of June 30, ~~2020~~2021 and December 31, ~~2019~~2020	3

			Statements of Comprehensive Income for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	4

			Statements of Changes in Equity for the Three and Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	5

			Statements of Cash Flows for the Six Months Ended June 30, ~~2020~~2021 and ~~2019~~2020	7

			Notes to Condensed Consolidated Financial Statements	8

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	2926

Item 3.			Quantitative and Qualitative Disclosures about Market Risk	5046

Item 4.			Controls and Procedures	5046

Part II			Other Information

Item 1.			Legal Proceedings	5147

Item 1A.			Risk Factors	5147

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	5147



Item 5.6.			~~Other Information~~Exhibits	5148

~~Item 6.~~	~~Exhibits~~	54

Signature				5549

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEETS


(in millions, except share and per share data)	June 30, 2020			December 31, 2019			(in millions, except share and per share data)	June 30, 2021		December 31, 2020
Assets	(unaudited)						Assets	(unaudited)
Current assets:							Current assets:
Cash and cash equivalents	$	413.5		451.9			Cash and cash equivalents	$	494.0	574.3
Trade receivables, net of allowance of $79.0 and $68.1	1,367.1			2,034.3
Trade receivables, net of allowance of $72.3 and $66.5							Trade receivables, net of allowance of $72.3 and $66.5	1,584.1		1,636.1
Notes and other receivables	430.5			472.8			Notes and other receivables	381.8		469.9
Reimbursable receivables	1,340.9			1,671.2			Reimbursable receivables	1,426.4		1,461.3
Warehouse receivables	819.2			527.1			Warehouse receivables	741.7		1,529.2
Short-term contract assets, net of allowance of $1.7 and $-	315.2			333.4
Short-term contract assets, net of allowance of $2.1 and $1.8							Short-term contract assets, net of allowance of $2.1 and $1.8	286.0		265.8
Prepaid & other	422.5			377.9			Prepaid & other	414.0		517.1
Total current assets	5,108.9			5,868.6			Total current assets	5,328.0		6,453.7
Property and equipment, net of accumulated depreciation of $730.2 and $660.7	675.7			701.9
Property and equipment, net of accumulated depreciation of $867.3 and $806.2							Property and equipment, net of accumulated depreciation of $867.3 and $806.2	683.8		663.9
Operating lease right-of-use assets	800.2			804.4			Operating lease right-of-use assets	694.3		707.4
Goodwill	4,120.9			4,168.2			Goodwill	4,205.1		4,224.7
Identified intangibles, net of accumulated amortization of $256.9 and $214.8	652.9			682.6
Investments in real estate ventures, including $304.1 and $328.6 at fair value	393.6			404.2
Identified intangibles, net of accumulated amortization of $320.7 and $295.3							Identified intangibles, net of accumulated amortization of $320.7 and $295.3	672.5		679.8
Investments in real estate ventures, including $505.0 and $340.3 at fair value							Investments in real estate ventures, including $505.0 and $340.3 at fair value	614.0		430.8
Long-term receivables	250.6			250.2			Long-term receivables	281.5		231.1
Deferred tax assets, net	229.2			245.4			Deferred tax assets, net	285.8		296.5
Deferred compensation plan	372.4			349.9			Deferred compensation plan	503.5		446.3
Other	206.1			197.2			Other	186.6		182.3
Total assets	$	12,810.5		13,672.6			Total assets	$	13,455.1	14,316.5
Liabilities and Equity							Liabilities and Equity
Current liabilities:							Current liabilities:
Accounts payable and accrued liabilities	$	1,044.8		1,289.4			Accounts payable and accrued liabilities	$	1,034.6	1,229.8
Reimbursable payables	967.9			1,245.8			Reimbursable payables	1,042.3		1,154.5
Accrued compensation & benefits	977.3			1,729.2			Accrued compensation & benefits	1,171.6		1,433.2
Short-term borrowings	115.1			120.1			Short-term borrowings	102.5		62.0
Short-term contract liabilities and deferred income	155.8			158.8			Short-term contract liabilities and deferred income	174.6		192.9
Short-term acquisition-related obligations	97.8			74.4			Short-term acquisition-related obligations	25.4		91.7
Warehouse facilities	789.1			515.9			Warehouse facilities	714.1		1,498.4

Short-term operating lease liabilities	159.9			153.4			Short-term operating lease liabilities	157.6		165.7
Other	298.8			203.2			Other	219.4		299.6
Total current liabilities	4,606.5			5,490.2			Total current liabilities	4,642.1		6,127.8
Credit facility, net of debt issuance costs of $10.5 and $12.3	689.5			512.7
Long-term debt, net of debt issuance costs of $2.8 and $3.1	665.4			664.6
Credit facility, net of debt issuance costs of $13.3 and $8.7							Credit facility, net of debt issuance costs of $13.3 and $8.7	336.7		(8.7)
Long-term debt, net of debt issuance costs of $2.1 and $2.5							Long-term debt, net of debt issuance costs of $2.1 and $2.5	687.9		702.0
Deferred tax liabilities, net	71.5			106.0			Deferred tax liabilities, net	110.6		120.0
Deferred compensation	367.5			374.3			Deferred compensation	485.4		450.0

Long-term acquisition-related obligations	44.7			124.1			Long-term acquisition-related obligations	19.1		26.2

Long-term operating lease liabilities	734.2			751.2			Long-term operating lease liabilities	691.1		683.9
Other	513.7			436.2			Other	575.0		597.5
Total liabilities	7,693.0			8,459.3			Total liabilities	7,547.9		8,698.7

Redeemable noncontrolling interest	8.1			8.6			Redeemable noncontrolling interest	7.5		7.8
Company shareholders' equity:							Company shareholders' equity:
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 51,825,529 and 51,549,654 shares issued; 51,642,055 and 51,549,654 outstanding	0.5			0.5
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 52,075,494 and 51,970,307 shares issued; 51,145,228 and 51,105,417 outstanding							Common stock, $0.01 par value per share, 100,000,000 shares authorized; 52,075,494 and 51,970,307 shares issued; 51,145,228 and 51,105,417 outstanding	0.5		0.5
Additional paid-in capital	1,999.3			1,962.8			Additional paid-in capital	2,040.6		2,023.3
Retained earnings	3,593.9			3,588.3			Retained earnings	4,278.9		3,975.9
Treasury stock, at cost, 183,474 and - shares	(24.4		)	—
Treasury stock, at cost, 930,266 and 864,890 shares							Treasury stock, at cost, 930,266 and 864,890 shares	(122.3)		(96.1)
Shares held in trust	(5.7		)	(5.7		)	Shares held in trust	(5.3)		(5.6)
Accumulated other comprehensive loss	(537.4		)	(427.8		)	Accumulated other comprehensive loss	(383.1)		(377.2)
Total Company shareholders’ equity	5,026.2			5,118.1			Total Company shareholders’ equity	5,809.3		5,520.8
Noncontrolling interest	83.2			86.6			Noncontrolling interest	90.4		89.2
Total equity	5,109.4			5,204.7			Total equity	5,899.7		5,610.0
Total liabilities, redeemable noncontrolling interest and equity	$	12,810.5		$	13,672.6		Total liabilities, redeemable noncontrolling interest and equity	$	13,455.1	14,316.5

See accompanying notes to Condensed Consolidated Financial Statements.

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 June 30,					Six Months Ended June 30,					(in millions, except share and per share data) (unaudited)	Three Months Ended June 30,			Six Months Ended June 30,
	2020			2019		2020			2019			2021		2020	2021		2020
Revenue:											Revenue:
Revenue before reimbursements	$	1,828.5		2,348.2		$	4,061.5		4,309.8		Revenue before reimbursements	$	2,507.5	1,828.5	$	4,637.1	4,061.5
Reimbursements	1,841.9			1,918.3		3,704.9			3,777.3		Reimbursements	1,987.5		1,841.9	3,895.0		3,704.9
Total revenue	$	3,670.4		4,266.5		$	7,766.4		8,087.1		Total revenue	$	4,495.0	3,670.4	$	8,532.1	7,766.4
Operating expenses:											Operating expenses:
Compensation and benefits	$	1,175.3		1,354.8		$	2,499.8		2,518.6		Compensation and benefits	$	1,551.3	1,175.3	$	2,885.7	2,499.8
Operating, administrative and other	557.3			772.1		1,332.1			1,479.4		Operating, administrative and other	659.3		557.3	1,303.6		1,332.1
Reimbursed expenses	1,841.9			1,918.3		3,704.9			3,777.3		Reimbursed expenses	1,987.5		1,841.9	3,895.0		3,704.9
Depreciation and amortization	56.9			45.5		111.9			92.0		Depreciation and amortization	54.5		56.9	107.5		111.9
Restructuring and acquisition charges	28.2			25.7		42.3			44.3		Restructuring and acquisition charges	18.1		28.2	35.3		42.3
Total operating expenses	$	3,659.6		4,116.4		$	7,691.0		7,911.6		Total operating expenses	$	4,270.7	3,659.6	$	8,227.1	7,691.0
Operating income	$	10.8		150.1		$	75.4		175.5		Operating income	$	224.3	10.8	$	305.0	75.4
Interest expense, net of interest income	14.9			13.6		29.5			23.2		Interest expense, net of interest income	10.6		14.9	21.0		29.5
Equity earnings (losses)	14.7			10.2		(13.6		)	15.2		Equity earnings (losses)	40.8		14.7	89.3		(13.6)
Other income	5.2			0.8		6.1			0.5
Other (loss) income											Other (loss) income	(0.2)		5.2	11.6		6.1
Income before income taxes and noncontrolling interest	15.8			147.5		38.4			168.0		Income before income taxes and noncontrolling interest	254.3		15.8	384.9		38.4
Income tax provision	1.5			36.2		6.5			35.5		Income tax provision	54.9		1.5	83.1		6.5
Net income	14.3			111.3		31.9			132.5		Net income	199.4		14.3	301.8		31.9
Net (loss) income attributable to noncontrolling interest	(0.9		)	0.6		11.4			0.5		Net (loss) income attributable to noncontrolling interest	(0.6)		(0.9)	(1.2)		11.4
Net income attributable to the Company	15.2			110.7		20.5			132.0
Dividends on unvested common stock, net of tax benefit	—			0.2		—			0.2

Net income attributable to common shareholders	$	15.2		110.5		$	20.5		131.8		Net income attributable to common shareholders	$	200.0	15.2	$	303.0	20.5
Basic earnings per common share	$	0.29		2.42		$	0.40		2.88		Basic earnings per common share	$	3.90	0.29	$	5.91	0.40
Basic weighted average shares outstanding (in 000's)	51,635			45,749		51,623			45,712		Basic weighted average shares outstanding (in 000's)	51,288		51,635	51,231		51,623
Diluted earnings per common share	$	0.29		2.40		$	0.39		2.86		Diluted earnings per common share	$	3.82	0.29	$	5.80	0.39
Diluted weighted average shares outstanding (in 000's)	52,173			46,040		52,305			46,029		Diluted weighted average shares outstanding (in 000's)	52,324		52,173	52,253		52,305
Dividends declared per share	$	—		0.43		$	—		0.43
Net income attributable to the Company	$	15.2		110.7		$	20.5		132.0

Net income attributable to common shareholders											Net income attributable to common shareholders	$	200.0	15.2	$	303.0	20.5
Change in pension liabilities, net of tax	—			(0.8	)	—			(1.8	)	Change in pension liabilities, net of tax	0.7		0	0.5		0
Foreign currency translation adjustments	33.8			(23.3	)	(109.6		)	8.0		Foreign currency translation adjustments	(0.2)		33.8	(6.4)		(109.6)
Comprehensive income (loss) attributable to the Company	$	49.0		86.6		$	(89.1	)	138.2
Comprehensive income (loss) attributable to common shareholders											Comprehensive income (loss) attributable to common shareholders	$	200.5	49.0	$	297.1	(89.1)

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, ~~2020~~2021 AND ~~2019~~2020


	Company Shareholders' Equity

	Common Stock			Additional		Shares
(in millions, except share and per share data) (unaudited)	Outstanding			Paid-In	Retained	Held in	Treasury			Total
	Shares	Amount		Capital	Earnings	Trust	Stock	AOCI(1)	NCI(2)	Equity
December 31, 2020	51,105,417	$	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 programs	290,563	—		(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, 2021	51,306,200	$	0.5	2,015.5	4,078.9	(5.4)	(85.7)	(383.6)	86.7	$	5,706.9
Net income (loss)	—	—		—	200.0	—	—	—	(0.6)	199.4
Shares issued under stock-based compensation programs	13,712	—		(1.0)	—	—	1.5	—	—	0.5
Shares repurchased for payment of taxes on stock-based compensation	(2,184)	—		(0.2)	—	—	(0.2)	—	—	(0.4)
Amortization of stock-based compensation	—	—		26.3	—	—	—	—	—	26.3


Shares held in trust	—	—		—	—	0.1	—	—	—	0.1
Change in pension liabilities, net of tax	—	—		—	—	—		0.7	—	0.7
Repurchase of common stock	(172,500)	—		—	—	—	(37.9)	—	—	(37.9)
Foreign currency translation adjustments	—	—		—	—	—	—	(0.2)	—	(0.2)
Increase in amounts attributable to noncontrolling interest	—	—		—	—	—	—	—	4.3	4.3

June 30, 2021	51,145,228	$	0.5	2,040.6	4,278.9	(5.3)	(122.3)	(383.1)	90.4	$	5,899.7

(1) AOCI: Accumulated other comprehensive income (loss)

(2) NCI: Noncontrolling interest

Table of Contents

JONES LANG LASALLE INCORPORATED

Company Shareholders' Equity
Common Stock Additional Shares
(in millions, except share and
per share data) (unaudited)
Outstanding Paid-In Retained Held in Treasury Total
Shares Amount Capital Earnings Trust Stock
AOCI⁽¹⁾
NCI⁽²⁾
Equity
December 31, 2019 51,549,654
$ 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 programs 363,308
—
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, 2020 51,622,839
$ 0.5
1,969.6
3,578.7
(5.6 ) (25.0 ) (571.2 ) 81.9
$ 5,028.9
Net income⁽³⁾
—
—
—
15.2
—
—
—
(1.0 ) 14.2
Shares issued under stock-based compensation programs 23,762
—
—
—
—
0.6
—
—
0.6
Shares repurchased for payment of taxes on stock-based compensation (4,546 ) —
(1.0 ) —
—
—
—
—
(1.0 )
Amortization of stock-based compensation —
—
30.7
—
—
—
—
—
30.7
Shares held in trust —
—
—
—
(0.1 ) —
—
—
(0.1 )
Foreign currency translation adjustments —
—
—
—
—
—
33.8
—
33.8
Increase in amounts attributable to noncontrolling interest —
—
—
—
—
—
—
2.3
2.3
June 30, 2020
51,642,055
$ 0.5
1,999.3
3,593.9
(5.7 ) (24.4 ) (537.4 ) 83.2
$ 5,109.4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020


	Company Shareholder's Equity

				Additional		Shares
(in millions, except share and per share data) (unaudited)	Common Stock			Paid-In	Retained	Held in	Treasury			Total
	Shares	Amount		Capital	Earnings	Trust	Stock	AOCI(1)	NCI(2)	Equity
December 31, 2019	51,549,654	$	0.5	1,962.8	3,588.3	(5.7)	0	(427.8)	86.6	$	5,204.7
Net income	—	—		—	5.3	—	—	—	12.3	17.6
Shares issued under stock-based compensation programs	363,308	—		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, 2020	51,622,839	$	0.5	1,969.6	3,578.7	(5.6)	(25.0)	(571.2)	81.9	$	5,028.9
Net income (loss) (3)	—	—		—	15.2	—	—	—	(1.0)	14.2
Shares issued under stock-based compensation programs	23,762	—		—	—	—	0.6	—	—	0.6
Shares repurchased for payment of taxes on stock-based compensation	(4,546)	—		(1.0)	—	—	—	—	—	(1.0)
Amortization of stock-based compensation	—	—		30.7	—	—	—	—	—	30.7

Shares held in trust	—	—		—	—	(0.1)	—	—	—	(0.1)

Foreign currency translation adjustments	—	—		—	—	—	—	33.8	—	33.8
Increase in amounts attributable to noncontrolling interest	—	—		—	—	—	—	—	2.3	2.3

Balances at June 30, 2020	51,642,055	$	0.5	1,999.3	3,593.9	(5.7)	(24.4)	(537.4)	83.2	$	5,109.4

(1) AOCI: Accumulated other comprehensive income (loss)

(2) NCI: Noncontrolling interest

(3) Excludes net income attributable to redeemable noncontrolling interest of $0.1 million for the three months ended June 30, 2020.

~~Table of Contents~~

~~JONES LANG LASALLE INCORPORATED~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)~~

~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2020 AND 2019~~

Company Shareholder's Equity
Accumulated
Additional Shares Other
(in millions, except share and
per share data) (unaudited) Common Stock Paid-In Retained Held in Comprehensive Noncontrolling Total
Shares Amount Capital Earnings Trust Loss Interest Equity
December 31, 2018 45,599,418
$ 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 programs 198,575
—
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, 2019 45,739,243
$ 0.5
1,056.6
3,117.0
(5.8 ) (425.9 ) 52.7
$ 3,795.1
Net income⁽³⁾
—
—
—
110.7
—
—
0.5
111.2
Shares issued under stock-based compensation programs 31,820
—
0.8
—
—
—
—
0.8
Shares repurchased for payment of taxes on stock-based compensation (8,375 ) —
(0.7 ) —
—
—
—
(0.7 )
Amortization of stock-based compensation —
—
12.9
—
—
—
—
12.9
Dividends paid —
—
—
(19.9 ) —
—
—
(19.9 )
Shares held in trust —
—
—
—
(0.1 ) —
—
(0.1 )
Change in pension liabilities, net of tax —
—
—
—
—
(0.8 ) —
(0.8 )
Foreign currency translation adjustments —
—
—
—
—
(23.3 ) —
(23.3 )
Increase in amounts attributable to noncontrolling interest —
—
—
—
—
—
0.1
0.1
June 30, 2019 45,762,688
$ 0.5
1,069.6
3,207.8
(5.9 ) (450.0 ) 53.3
$ 3,875.3

~~(3) Excludes net income attributable to redeemable noncontrolling interest of $0.1 million for the three months ended June 30, 2019.~~

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended June 30,
(in millions) (unaudited) 2020 2019
Cash flows used in operating activities:
Net income $ 31.9
132.5
Adjustments to reconcile net income to net cash used in operating activities:

Distributions of earnings from real estate ventures 8.7
6.1
Other adjustments, net 188.9
107.9
Changes in working capital, net (274.2 ) (729.6 )
Net cash used in operating activities (44.7 ) (483.1 )
Cash flows used in investing activities:

Net capital additions – property and equipment (77.3 ) (83.8 )
Net investment asset activity (less than wholly-owned) (7.7 ) (19.2 )
Business acquisitions, net of cash acquired —
(28.3 )
Capital contributions to real estate ventures (54.9 ) (35.6 )
Distributions of capital from real estate ventures 24.7
19.8
Other, net 5.8
5.4
Net cash used in investing activities (109.4 ) (141.7 )
Cash flows provided by financing activities:

Proceeds from borrowings under credit facility 3,433.0
2,545.0
Repayments of borrowings under credit facility (3,258.0 ) (2,045.1 )
Net (repayments of) proceeds from short-term borrowings (4.8 ) 86.0
Payments of deferred business acquisition obligations and earn-outs (19.1 ) (26.6 )
Repurchase of common stock (25.0 ) —
Payment of dividends —
(19.9 )
Other, net (12.0 ) 8.1
Net cash provided by financing activities 114.1
547.5
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash (15.1 ) 1.9
Net change in cash, cash equivalents and restricted cash (55.1 ) (75.4 )
Cash, cash equivalents and restricted cash, beginning of the period 652.1
634.2
Cash, cash equivalents and restricted cash, end of the period $ 597.0
558.8
Supplemental disclosure of cash flow information:

Restricted cash, beginning of period $ 200.2
153.3
Restricted cash, end of period 183.5
147.6
Cash paid during the period for:

Interest $ 29.0
23.1
Income taxes, net of refunds 48.5
120.2
Operating leases 93.6
83.3
Non-cash activities:

Business acquisitions (including contingent consideration) $ —
1.5
Deferred business acquisition obligations —
6.5


	Six Months Ended June 30,
(in millions) (unaudited)	2021		2020
Cash flows from operating activities:
Net income	$	301.8	31.9
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	107.5		111.9
Equity (earnings) losses	(89.3)		13.6
Net (gain) loss on dispositions	(11.4)		1.1
Distributions of earnings from real estate ventures	4.6		8.7
Provision for loss on receivables and other assets	(0.2)		54.2
Amortization of stock-based compensation	43.8		49.3
Net non-cash mortgage servicing rights and mortgage banking derivative activity	(15.4)		(7.0)
Accretion of interest and amortization of debt issuance costs	2.2		2.7
Other, net	(21.1)		(36.9)
Change in:
Receivables	70.1		632.0
Reimbursable receivables and reimbursable payables	(77.4)		46.7
Prepaid expenses and other assets	(75.8)		(18.0)
Deferred tax assets, net	1.3		(18.3)
Accounts payable and accrued liabilities	(265.7)		(189.7)
Accrued Compensation	(221.1)		(726.9)
Net cash used in operating activities	(246.1)		(44.7)
Cash flows from investing activities:
Net capital additions – property and equipment	(69.8)		(77.3)
Net investment asset activity (less than wholly-owned)	(41.8)		(7.7)

Business acquisitions, net of cash acquired	(0.2)		0

Capital contributions to real estate ventures	(77.4)		(54.9)
Distributions of capital from real estate ventures	13.5		24.7
Other, net	(38.1)		5.8
Net cash used in investing activities	(213.8)		(109.4)
Cash flows from financing activities:

Proceeds from borrowings under credit facility	2,373.0		3,433.0
Repayments of borrowings under credit facility	(2,023.0)		(3,258.0)
Net proceeds from (repayments of) short-term borrowings	47.6		(4.8)
Payments of deferred business acquisition obligations and earn-outs	(54.3)		(19.1)



Repurchase of common stock	(37.9)		(25.0)






Other, net	9.3		(12.0)
Net cash provided by financing activities	314.7		114.1
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash	(9.7)		(15.1)
Net change in cash, cash equivalents and restricted cash	(154.9)		(55.1)
Cash, cash equivalents and restricted cash, beginning of the period	839.8		652.1
Cash, cash equivalents and restricted cash, end of the period	$	684.9	597.0
Supplemental disclosure of cash flow information:
Restricted cash, beginning of period	$	265.5	200.2
Restricted cash, end of period	190.9		183.5
Cash paid during the period for:
Interest	$	19.9	29.0
Income taxes, net of refunds	114.8		48.5
Operating leases	98.6		93.6
Non-cash activities:
Business acquisitions (including contingent consideration)	$	3.8	0
Non-cash consideration received for disposition	23.9		0

See accompanying notes to Condensed Consolidated Financial Statements.

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 ~~2019~~2020 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.com~~www.jll.com), since we have omitted from this quarterly report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to the "Summary of Critical Accounting Policies and Estimates" section within Item 7. Management's Discussion and Analysis of Financial Condition and ~~Result~~Results of Operations and to Note 2, Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in our ~~2019~~2020 Annual Report on Form 10-K for further discussion of our significant accounting policies and estimates.

Our Condensed Consolidated Financial Statements as of June 30, ~~2020,~~2021, and for the periods ended June 30, ~~2020~~2021 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. ~~The~~In 2020 and during the six months ended June 30, 2021, macroeconomic conditions influenced by the COVID-19 pandemic ~~may have a material impact on~~impacted the historical seasonality of our revenue and ~~profits.~~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. 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 June 30 are not fully indicative of what our results will be for the full fiscal year.

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, ~~created~~among other things, clarifies that a ~~new framework~~company 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 approach~~ASU is effective for annual and ~~is expected to result in more timely recognition of credit losses. On~~interim periods beginning after December 15, 2020, with early adoption permitted. We adopted this guidance effective January 1, ~~2020, we adopted ASU No. 2016-13 using a modified-retrospective approach, as required by the ASU.~~

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 evaluated our historical reserve balances for Trade receivables2021, and the adoption did not impact our financial statements and 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. As trade receivables are due within 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 aging 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. As of June 30, 2020, the loan loss guarantee reserve was $45.7 million and was included within Other liabilities on the Condensed

~~Table of Contents~~

Consolidated Balance Sheets. This balance reflected a notable increase from our opening balance (reflected in the table below) as a result of incorporating, into our model, economic conditions and projections related to the COVID-19 pandemic.

~~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.~~

Published Adjustment due to As Reported Under
December 31, 2019 adoption 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, net 245.4
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 earnings 3,588.3
(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 June 30, Six months ended June 30,
(in millions) 2020 2019 2020 2019
Revenue excluded from scope of ASC Topic 606 $ 53.4
32.3
$ 102.7
63.3


	Three Months Ended June 30,			Six Months Ended June 30,
(in millions)	2021		2020	2021		2020
Revenue excluded from scope of ASC Topic 606	$	63.4	53.4	$	133.6	102.7

Contract assets and liabilities - ~~As of June 30, 2020 and December 31, 2019, we had $405.3 million and $419.3 million of~~Our 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 June 30, 2020~~ and ~~December 31, 2019, we had $93.0 million and $87.7 million of~~our 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)	June 30, 2021		December 31, 2020
Contract assets, gross	$	366.1	347.8
Contract asset allowance	(2.4)		(2.1)
Contract assets, net	$	363.7	345.7

Contract liabilities	$	95.7	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 June 30, ~~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.

Table of Contents

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 costs~~Segment income does not include (i) restructuring and ~~(b)~~acquisition charges, (ii) interest expense, net ~~non-cash MSR~~of 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 Analysis~~Net 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 MSR~~based on Segment income for purposes of making decisions about allocating resources and mortgage banking derivative activity, and (c) Restructuring and acquisition charges. As of June 30, 2020, we define the Chief Operating Decision Maker collectively as our Global Executive Board, which comprises the following:assessing performance.



~~• 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~~
~~• Chief Human Resources Officer~~	~~• Co-Chief Executive Officers of JLL Technologies~~

Table of Contents

Summarized financial information by business segment is as follows.

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 2020 2019
Americas - Real Estate Services
Leasing $ 278.1
491.8
$ 697.0
881.6
Capital Markets 140.8
129.8
388.2
229.9
Property & Facility Management 1,439.5
1,370.9
2,898.3
2,732.9
Project & Development Services 275.3
376.8
581.7
685.5
Advisory, Consulting and Other 95.3
94.3
186.9
183.8
Revenue 2,229.0
2,463.6
4,752.1
4,713.7
Reimbursements (1,345.0 ) (1,403.1 ) (2,738.5 ) (2,754.5 )
Revenue before reimbursements 884.0
1,060.5
2,013.6
1,959.2
Gross contract costs (192.3 ) (191.8 ) (405.1 ) (379.5 )
Net non-cash MSR and mortgage banking derivative activity (8.6 ) (4.8 ) (7.0 ) (4.7 )
Fee revenue 683.1
863.9
1,601.5
1,575.0
Operating expenses, excluding reimbursed expenses:

Compensation, operating and administrative expenses 805.3
913.7
1,815.6
1,724.5
Depreciation and amortization 39.1
26.3
76.5
53.6
Segment operating expenses, excluding reimbursed expenses 844.4
940.0
1,892.1
1,778.1
Gross contract costs (192.3 ) (191.8 ) (405.1 ) (379.5 )
Fee-based segment operating expenses 652.1
748.2
1,487.0
1,398.6
Segment operating income $ 39.6
120.5
$ 121.5
181.1
Equity earnings 2.9
0.4
15.6
0.1
Segment income $ 42.5
120.9
$ 137.1
181.2

EMEA - Real Estate Services
Leasing $ 46.7
65.9
$ 94.8
118.1
Capital Markets 50.0
78.5
123.2
142.5
Property & Facility Management 320.5
380.6
695.5
749.9
Project & Development Services 164.3
219.2
367.5
399.7
Advisory, Consulting and Other 44.7
74.1
101.1
131.5
Revenue 626.2
818.3
1,382.1
1,541.7
Reimbursements (168.8 ) (153.7 ) (351.6 ) (318.3 )
Revenue before reimbursements 457.4
664.6
1,030.5
1,223.4
Gross contract costs (189.4 ) (284.7 ) (452.0 ) (527.4 )
Fee revenue 268.0
379.9
578.5
696.0
Operating expenses, excluding reimbursed expenses:

Compensation, operating and administrative expenses 481.8
654.6
1,066.2
1,231.5
Depreciation and amortization 9.0
11.3
18.2
22.6
Segment operating expenses, excluding reimbursed expenses 490.8
665.9
1,084.4
1,254.1
Gross contract costs (189.4 ) (284.7 ) (452.0 ) (527.4 )
Fee-based segment operating expenses 301.4
381.2
632.4
726.7
Segment operating loss $ (33.4 ) (1.3 ) $ (53.9 ) (30.7 )
Equity losses —
(1.1 ) —
(1.0 )
Segment loss $ (33.4 ) (2.4 ) $ (53.9 ) (31.7 )


	Three Months Ended June 30,			Six Months Ended June 30,
(in millions)	2021		2020	2021		2020
Americas
Leasing	$	484.2	278.1	$	847.9	697.0
Capital Markets	296.0		140.8	512.9		388.2
Property & Facility Management	1,517.2		1,439.5	3,012.0		2,898.3
Project & Development Services	303.0		275.3	572.8		581.7
Advisory, Consulting and Other	101.1		95.3	199.8		186.9
Revenue	$	2,701.5	2,229.0	$	5,145.4	4,752.1
Depreciation and amortization	$	34.3	39.1	$	67.4	76.5

Equity earnings	$	16.5	2.9	$	51.0	15.6
Segment income	$	206.6	42.5	$	351.6	137.1

EMEA
Leasing	$	74.0	46.7	$	128.4	94.8
Capital Markets	99.4		50.0	173.6		123.2
Property & Facility Management	361.9		320.5	706.0		695.5
Project & Development Services	204.8		164.3	388.5		367.5
Advisory, Consulting and Other	69.7		44.7	129.5		101.1
Revenue	$	809.8	626.2	$	1,526.0	1,382.1
Depreciation and amortization	$	11.0	9.0	$	21.9	18.2

Equity earnings	$	0	0	$	0	0
Segment income (loss)	$	0.3	(33.4)	$	(35.5)	(53.9)

Asia Pacific
Leasing	$	52.7	33.8	$	84.1	59.2
Capital Markets	53.0		24.0	82.3		45.7
Property & Facility Management	587.5		515.2	1,162.6		1,047.2
Project & Development Services	109.9		97.2	208.2		192.0
Advisory, Consulting and Other	64.8		45.1	116.5		83.3
Revenue	$	867.9	715.3	$	1,653.7	1,427.4
Depreciation and amortization	$	7.6	7.0	$	14.9	13.6

Equity earnings (losses)	$	1.0	0.5	$	2.0	(0.2)
Segment income	$	36.5	19.2	$	54.3	21.6

LaSalle
Advisory fees	$	89.6	80.9	$	173.1	166.5
Transaction fees & other	11.0		4.8	18.7		18.4
Incentive fees	15.2		14.2	15.2		19.9
Revenue	$	115.8	99.9	$	207.0	204.8
Depreciation and amortization	$	1.6	1.8	$	3.3	3.6

Equity earnings (losses)	$	23.3	11.3	$	36.3	(29.0)
Segment income (loss)	$	39.8	25.4	$	59.2	(0.7)

Table of Contents

The following table is a reconciliation of Segment income to consolidated Operating income.

~~Continued: Summarized financial information by business segment is as follows.~~


	Three Months Ended June 30,			Six Months Ended June 30,
(in millions)	2021		2020	2021		2020
Segment income - Americas	$	206.6	42.5	$	351.6	137.1
Segment income (loss) - EMEA	0.3		(33.4)	(35.5)		(53.9)
Segment income - APAC	36.5		19.2	54.3		21.6
Segment income (loss) - LaSalle	39.8		25.4	59.2		(0.7)

Less: Equity (earnings) losses	(40.8)		(14.7)	(89.3)		13.6
Add: Restructuring and acquisition charges	(18.1)		(28.2)	(35.3)		(42.3)
Operating income	$	224.3	10.8	$	305.0	75.4

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 2020 2019
Asia Pacific - Real Estate Services
Leasing $ 33.8
66.2
$ 59.2
102.1
Capital Markets 24.0
48.2
45.7
77.6
Property & Facility Management 515.2
553.4
1,047.2
1,091.2
Project & Development Services 97.2
137.3
192.0
248.2
Advisory, Consulting and Other 45.1
50.1
83.3
84.8
Revenue 715.3
855.2
1,427.4
1,603.9
Reimbursements (327.0 ) (359.6 ) (611.9 ) (700.7 )
Revenue before reimbursements 388.3
495.6
815.5
903.2
Gross contract costs (189.5 ) (232.7 ) (439.0 ) (442.1 )
Fee revenue 198.8
262.9
376.5
461.1
Operating expenses, excluding reimbursed expenses:

Compensation, operating and administrative expenses 362.6
462.6
780.1
863.1
Depreciation and amortization 7.0
6.4
13.6
12.8
Segment operating expenses, excluding reimbursed expenses 369.6
469.0
793.7
875.9
Gross contract costs (189.5 ) (232.7 ) (439.0 ) (442.1 )
Fee-based segment operating expenses 180.1
236.3
354.7
433.8
Segment operating income $ 18.7
26.6
$ 21.8
27.3
Equity earnings (losses) 0.5
0.4
(0.2 ) 0.7
Segment income $ 19.2
27.0
$ 21.6
28.0

LaSalle

Advisory fees $ 80.9
79.5
$ 166.5
157.1
Transaction fees & other 4.8
16.3
18.4
29.5
Incentive fees 14.2
33.6
19.9
41.2
Revenue 99.9
129.4
204.8
227.8
Reimbursements (1.1 ) (1.9 ) (2.9 ) (3.8 )
Revenue before reimbursements 98.8
127.5
201.9
224.0
Gross contract costs (3.8 ) (4.2 ) (8.3 ) (7.0 )
Fee revenue 95.0
123.3
193.6
217.0
Operating expenses, excluding reimbursed expenses:

Compensation, operating and administrative expenses 82.9
96.0
170.0
178.9
Depreciation and amortization 1.8
1.5
3.6
3.0
Segment operating expenses, excluding reimbursed expenses 84.7
97.5
173.6
181.9
Gross contract costs (3.8 ) (4.2 ) (8.3 ) (7.0 )
Fee-based segment operating expenses 80.9
93.3
165.3
174.9
Segment operating income $ 14.1
30.0
$ 28.3
42.1
Equity earnings (losses) 11.3
10.5
(29.0 ) 15.4
Segment income (loss) $ 25.4
40.5
$ (0.7 ) 57.5

5.BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

~~Table of Contents~~

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 2020 2019
Segment Reconciling Items
Fee revenue $ 1,244.9
1,630.0
$ 2,750.1
2,949.1
Gross contract costs 575.0
713.4
1,304.4
1,356.0
Net non-cash MSR and mortgage banking derivative activity 8.6
4.8
7.0
4.7
Revenue before reimbursements 1,828.5
2,348.2
4,061.5
4,309.8
Reimbursements 1,841.9
1,918.3
3,704.9
3,777.3
Revenue $ 3,670.4
4,266.5
$ 7,766.4
8,087.1
Total segment operating expenses, excluding reimbursed expenses & before restructuring and acquisition charges $ 1,789.5
2,172.4
$ 3,943.8
4,090.0
Reimbursed expenses 1,841.9
1,918.3
3,704.9
3,777.3
Total segment operating expenses before restructuring and acquisition charges $ 3,631.4
4,090.7
$ 7,648.7
7,867.3
Operating income before restructuring and acquisition charges $ 39.0
175.8
$ 117.7
219.8
Less: Restructuring and acquisition charges 28.2
25.7
42.3
44.3
Operating income $ 10.8
150.1
$ 75.4
175.5


5.	~~BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS~~

~~2020~~2021 Business Combinations Activity

During the six months ended June 30, ~~2020, we completed~~2021, there were no ~~new~~strategic acquisitions and we paid ~~$47.7~~$78.4 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

~~2019~~2020 Business ~~Combination~~Combinations Activity

During the ~~six months~~year ended ~~June 30,~~December 31, 2020 we ~~made~~completed no adjustments to our preliminary allocation of the purchase consideration for certain acquisitions completed in 2019. As of June 30, 2020, we have completed our analysis to assign fair values to all the identifiable intangible and tangible assets acquired for our 2019new acquisitions.

Earn-Out Payments


($ in millions)	June 30, 2020		December 31, 2019		($ in millions)	June 30, 2021		December 31, 2020
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria	44		44		Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria	22		35
Maximum earn-out payments (undiscounted)	$	221.1	$	268.9	Maximum earn-out payments (undiscounted)	$	106.7	$	199.2
Short-term earn-out liabilities (fair value)¹	78.2		53.9
Long-term earn-out liabilities (fair value)¹	19.6		94.5
Short-term earn-out liabilities (fair value)(1)					Short-term earn-out liabilities (fair value)(1)	13.4		77.2
Long-term earn-out liabilities (fair value)(1)					Long-term earn-out liabilities (fair value)(1)	4.6		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 June 30, ~~2020~~2021 consisted of: (1) goodwill of ~~$4,120.9~~$4,205.1 million, (2) identifiable intangibles of ~~$602.9~~$620.0 million amortized over their remaining finite useful lives, and (3) ~~$50.0~~$52.5 million of identifiable intangibles with indefinite useful lives that are not amortized. Notable portions of our goodwill and unamortized intangibles are denominated in currencies other than the U.S. dollar, which means a portion of the movements in the reported book value of these balances is attributable to movements in foreign currency exchange rates.

In addition to our annual impairment evaluation, we periodically evaluate whether events or changes in circumstances indicate the carrying value of a reporting unit(s) may be impaired ("triggering event"). During the three months ended June 30, 2020, we determined our EMEA reporting unit had a triggering event which required us to determine if it was not more-likely-than-not that the fair value of our reporting unit was less than its carrying value. As a result, we performed step 1 of the goodwill impairment analysis which indicated the estimated fair value exceeded the carrying value by over 30%. In performing step 1, we relied on the discounted cash flow (“DCF”) method, an income approach, in determining the estimated fair value. Our DCF analysis relied on significant judgments and assumptions in determining the inputs, specifically, forecasted revenue growth, forecasted profitability margin, and the discount rate used to present value the cash flows.

The following tables detail, by reporting segment, movements in goodwill.


	Real Estate Services
(in millions)	Americas		EMEA	Asia Pacific	LaSalle	Consolidated
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 movements	1.0		(4.5)	(4.4)	0	(7.9)
Balance as of June 30, 2021	$	2,868.0	954.5	324.8	57.8	$	4,205.1

Real Estate Services
(in millions) Americas EMEA Asia Pacific LaSalle Consolidated
Balance as of December 31, 2019 $ 2,877.6
915.9
317.6
57.1
$ 4,168.2
Dispositions —
(0.7 ) —
—
(0.7 )
Impact of exchange rate movements (1.7 ) (41.4 ) (2.5 ) (1.0 ) (46.6 )
Balance as of June 30, 2020 $ 2,875.9
873.8
315.1
56.1
$ 4,120.9

Real Estate Services
(in millions) Americas EMEA Asia Pacific LaSalle Consolidated
Balance as of December 31, 2018 $ 1,452.0
906.8
316.8
22.2
$ 2,697.8
Additions, net of adjustments 3.2
1.6
—
35.4
40.2
Impact of exchange rate movements 1.2
(8.0 ) 0.5
(1.0 ) (7.3 )
Balance as of June 30, 2019 $ 1,456.4
900.4
317.3
56.6
$ 2,730.7


	Real Estate Services
(in millions)	Americas		EMEA	Asia Pacific	LaSalle	Consolidated
Balance as of December 31, 2019	$	2,877.6	915.9	317.6	57.1	$	4,168.2

Dispositions	0		(0.7)	0	0	(0.7)
Impact of exchange rate movements	(1.7)		(41.4)	(2.5)	(1.0)	(46.6)
Balance as of June 30, 2020	$	2,875.9	873.8	315.1	56.1	$	4,120.9

The following tables detail, by reporting segment, movements in the gross carrying amount and accumulated amortization of our identifiable intangibles.


	MSRs		Other Intangibles
(in millions)	Americas		Americas	EMEA	Asia Pacific	LaSalle	Consolidated
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)	61.9		0	3.8	0	0	65.7
Adjustment for fully amortized intangibles	(17.2)		(9.0)	(16.1)	(3.7)	0	(46.0)

Impact of exchange rate movements	0		0	0.3	(0.5)	(1.4)	(1.6)
Balance as of June 30, 2021	$	616.8	256.8	43.7	19.4	56.5	$	993.2

Accumulated Amortization
Balance as of December 31, 2020	$	(147.8)	(94.1)	(39.5)	(8.6)	(5.3)	$	(295.3)
Amortization, net (2)	(44.9)		(20.7)	(4.0)	(0.7)	(0.9)	(71.2)
Adjustment for fully amortized intangibles	17.2		9.0	16.1	3.7	0	46.0

Impact of exchange rate movements	0		(0.1)	(0.2)	0.1	0	(0.2)
Balance as of June 30, 2021	$	(175.5)	(105.9)	(27.6)	(5.5)	(6.2)	$	(320.7)

Net book value as of June 30, 2021	$	441.3	150.9	16.1	13.9	50.3	$	672.5

(1) Included in this amount for MSRs was $7.6 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.

Additions, net of adjustments ⁽¹⁾

Additions, net of adjustments (1)

Amortization, net ⁽²⁾

Amortization, net (2)

(1) Included in this amount for MSRs was (i) $9.3 million relating to prepayments/write-offs due to prepayments of the underlying obligation for which we assumed, acquired or retained the servicing rights and (ii) $2.8 million relating to an impairment valuation allowance, recognized during the three months ended June 30, 2020.

~~(2) Amortization of MSRs is included in Revenue before reimbursements within the Condensed Consolidated Statements of Comprehensive Income.~~

MSRs Other Intangibles
(in millions) Americas Americas EMEA Asia Pacific LaSalle Consolidated
Gross Carrying Amount
Balance as of December 31, 2018 $ 266.2
90.0
83.1
23.5
43.9
$ 506.7
Additions, net of adjustments ⁽¹⁾
21.2
0.9
0.1
—
9.7
31.9
Adjustment for fully amortized intangibles (8.2 ) —
(14.0 ) —
—
(22.2 )
Impact of exchange rate movements —
0.1
(0.8 ) —
0.7
—
Balance as of June 30, 2019 $ 279.2
91.0
68.4
23.5
54.3
$ 516.4

Accumulated Amortization

Balance as of December 31, 2018 $ (72.4 ) (38.8 ) (51.8 ) (6.8 ) —
$ (169.8 )
Amortization, net⁽²⁾
(18.6 ) (7.1 ) (5.4 ) (1.1 ) (1.4 ) (33.6 )
Adjustment for fully amortized intangibles 8.2
—
14.0
—
—
22.2
Impact of exchange rate movements —
0.2
0.7
—
—
0.9
Balance as of June 30, 2019 $ (82.8 ) (45.7 ) (42.5 ) (7.9 ) (1.4 ) $ (180.3 )

Net book value as of June 30, 2019 $ 196.4
45.3
25.9
15.6
52.9
$ 336.1

(1) Included in this amount for MSRs was $3.0 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~~

6.INVESTMENTS IN REAL ESTATE VENTURES

As of June 30, ~~2020, is presented in the following table.~~

(in millions) MSRs Other Intangibles Total
2020 (remaining 6 months) $ 33.3
28.9
$ 62.2
2021 63.9
48.6
112.5
2022 56.6
42.9
99.5
2023 50.1
40.5
90.6
2024 42.3
36.2
78.5
2025 34.7
18.9
53.6
Thereafter 96.0
10.0
106.0
Total $ 376.9
226.0
$ 602.9

~~As of~~ ~~June 30, 2020~~2021 and December 31, ~~2019,~~2020, we had Investments in real estate ventures of ~~$393.6~~$614.0 million and ~~$404.2~~$430.8 million, respectively.

Approximately ~~85%~~90% of our investments, as of June 30, ~~2020~~,2021, are primarily (i) direct investments in 4750 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory ~~agreement. These also include~~agreement and (ii) investments by JLL ~~Spark~~Technologies in ~~property-technology funds and~~ early-stage proptech companies. The remaining ~~15%~~10% of our Investments in real estate ventures, as of June 30, ~~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 ~~$338.5~~$315.5 million as of June 30, ~~2020~~.2021. Of this amount, while we remain contractually obligated, we do not expect a call on the $60.4 million relating to our investment in LIC II as 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.

Summarized financial information for our consolidated VIEs is presented in the following tables.

(in millions) June 30, 2020 December 31, 2019
Property and equipment, net $ 132.3
126.3
Investments in real estate ventures 10.9
13.2
Other assets 10.8
14.3
Total assets $ 154.0
153.8
Other current liabilities $ 2.9
3.2
Mortgage indebtedness (included in Other liabilities) 73.3
69.7
Total liabilities 76.2
72.9
Members' equity (included in Noncontrolling interest) 77.8
80.9
Total liabilities and members' equity $ 154.0
153.8


(in millions)	June 30, 2021		December 31, 2020
Property and equipment, net	$	157.8	117.4
Investments in real estate ventures	9.3		9.0
Other assets	12.7		21.0
Total assets	$	179.8	147.4
Other current liabilities	$	2.0	1.9
Mortgage indebtedness (included in Other liabilities)	91.4		60.3
Total liabilities	93.4		62.2
Members' equity (included in Noncontrolling interest)	86.4		85.2
Total liabilities and members' equity	$	179.8	147.4


	Three Months Ended June 30,			Six Months Ended June 30,
(in millions)	2021		2020	2021		2020
Revenue	$	2.9	2.9	$	5.5	7.2
Operating and other expenses	(3.5)		(3.9)	(6.7)		(8.2)
Net gains on sale of investments(1)	0		0	0		12.2
Net (loss) income	$	(0.6)	(1.0)	$	(1.2)	11.2

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 2020 2019
Revenue $ 2.9
1.7
$ 7.2
3.0
Operating and other expenses (3.9 ) (1.6 ) (8.2 ) (3.2 )
Net gains on sale of investments (included in Equity earnings) —
—
12.2
—
Net (loss) income $ (1.0 ) 0.1
$ 11.2
(0.2 )

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.

There were no significant other-than-temporary impairment charges on Investments in real estate ventures for the six months ended June 30, ~~2020~~2021 and ~~2019.~~

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) 2020 2019
Fair value investments as of January 1, $ 328.6
247.3
Investments 29.8
32.2
Distributions (29.6 ) (22.3 )
Change in fair value, net (21.4 ) 14.6
Foreign currency translation adjustments, net (3.3 ) 1.0
Fair value investments as of June 30, $ 304.1
272.8


(in millions)	2021		2020
Fair value investments as of January 1,	$	340.3	328.6
Investments	98.6		29.8
Distributions	(15.9)		(29.6)
Change in fair value, net	85.1		(21.4)
Foreign currency translation adjustments, net	(3.1)		(3.3)
Fair value investments as of June 30,	$	505.0	304.1

See Note 8, Fair Value Measurements, for additional discussion of our investments in real estate ventures reported at fair value.

7.STOCK-BASED COMPENSATION

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 March 31, 2020 1,208.9
286.8
1,495.7
$ 144.71
1.78
Granted 152.3
272.0
424.3
113.67

Vested (10.2 ) —
(10.2 ) 118.91

Forfeited (7.8 ) —
(7.8 ) 143.09

Unvested as of June 30, 2020 1,343.2
558.8
1,902.0
$ 137.93
2.01

Unvested as of March 31, 2019 434.3
92.7
527.0
$ 140.55
2.15
Granted 37.4
166.9
204.3
150.03

Vested (26.6 ) —
(26.6 ) 118.02

Forfeited (8.4 ) —
(8.4 ) 136.19

Unvested as of June 30, 2019 436.7
259.6
696.3
$ 144.17
2.25

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, 2019 1,532.3
286.8
1,819.1
$ 141.51
2.39
Granted 162.0
272.0
434.0
118.66

Vested (334.8 ) —
(334.8 ) 136.36

Forfeited (16.3 ) —
(16.3 ) 140.22

Unvested as of June 30, 2020 1,343.2
558.8
1,902.0
$ 137.93
2.01

Unvested as of December 31, 2018 559.6
93.1
652.7
$ 131.32
2.02
Granted 112.1
166.9
279.0
150.78

Vested (222.1 ) —
(222.1 ) 115.17

Forfeited (12.9 ) (0.4 ) (13.3 ) 132.56

Unvested as of June 30, 2019 436.7
259.6
696.3
$ 144.17
2.25


	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 March 31, 2021	940.3	439.1	1,379.4	$	134.84	1.70
Granted	200.5	107.2	307.7	186.21
Vested	(10.7)	0	(10.7)	142.07
Forfeited	(12.0)	(1.1)	(13.1)	123.85
Unvested as of June 30, 2021	1,118.1	545.2	1,663.3	$	144.01	1.92

Unvested as of March 31, 2020	1,208.9	286.8	1,495.7	$	144.71	1.78
Granted	152.3	272.0	424.3	113.67
Vested	(10.2)	0	(10.2)	118.91
Forfeited	(7.8)	0	(7.8)	143.09
Unvested as of June 30, 2020	1,343.2	558.8	1,902.0	$	137.93	2.01


	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, 2020	1,096.2	531.5	1,627.7	$	137.42	1.69
Granted	257.1	107.2	364.3	179.95
Vested	(218.1)	(79.0)	(297.1)	150.45
Forfeited	(17.1)	(14.5)	(31.6)	138.47
Unvested as of June 30, 2021	1,118.1	545.2	1,663.3	$	144.01	1.92

Unvested as of December 31, 2019	1,532.3	286.8	1,819.1	$	141.51	2.39
Granted	162.0	272.0	434.0	118.66
Vested	(334.8)	0	(334.8)	136.36
Forfeited	(16.3)	0	(16.3)	140.22
Unvested as of June 30, 2020	1,343.2	558.8	1,902.0	$	137.93	2.01

As of June 30, ~~2020,~~2021, we had ~~$122.4~~$104.0 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate recognizing over varying periods into ~~2024; $50.8~~2026; $16.7 million relates to the awards issued in conjunction with the HFF acquisition.

~~Table of Contents~~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 ~~$645.4~~$706.0 million and ~~$685.9~~$723.7 million as of June 30, ~~2020~~2021 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 ~~$665.4~~$687.9 million and ~~$664.6~~$702.0 million as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and included debt issuance costs of ~~$2.8~~$2.1 million and ~~$3.1~~$2.5 million, respectively.

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. In instances where the reported NAV per share did not fully incorporate the COVID-19 pandemic’s impact on the fair value of underlying investments, we recognized an adjustment to decrease the reported NAV. As of June 30, ~~2020~~2021, there were no such adjustments compared with adjustments of $22.8 million as of December 31, 2020. We did not consider any adjustments to NAV estimates provided by investees, including adjustments for any restrictions to the transferability of ownership interests embedded within investment agreements to which we are a party, to be necessary based upon (i) our understanding of the methodology utilized and inputs incorporated to estimate NAV at the investee level, (ii) consideration of market demand for the specific types of real estate assets held by each venture and (iii) contemplation of real estate and capital markets conditions in the localities in which these ventures operate. As of June 30, 2021 and December 31, ~~2019,~~2020, investments in real estate ventures at fair value using NAV were ~~$187.8~~$234.8 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.

Recurring Fair Value Measurements

The following table categorizes by level in the fair value hierarchy the estimated fair value of our assets and liabilities measured at fair value on a recurring basis.

June 30, 2020 December 31, 2019
(in millions) Level 1 Level 2 Level 3 Level 1 Level 2 Level 3
Assets
Investments in real estate ventures - fair value $ 72.0
—
44.3
69.4
—
34.4
Foreign currency forward contracts receivable —
3.0
—
—
10.5
—
Warehouse receivables —
819.2
—
—
527.1
—
Deferred compensation plan assets —
372.4
—
—
349.9
—
Mortgage banking derivative assets —
—
103.7
—
—
36.1
Total assets at fair value $ 72.0
1,194.6
148.0
69.4
887.5
70.5
Liabilities
Foreign currency forward contracts payable $ —
5.0
—
—
4.4
—
Deferred compensation plan liabilities —
351.1
—
—
346.1
—
Earn-out liabilities —
—
97.8
—
—
148.5
Mortgage banking derivative liabilities —
—
109.2
—
—
25.9
Total liabilities at fair value $ —
356.1
207.0
—
350.5
174.4


	June 30, 2021				December 31, 2020
(in millions)	Level 1		Level 2	Level 3	Level 1	Level 2	Level 3
Assets
Investments in real estate ventures - fair value	$	88.6	0	181.6	77.2	0	59.3
Foreign currency forward contracts receivable	0		8.7	0	0	13.1	0
Warehouse receivables	0		741.7	0	0	1,529.2	0
Deferred compensation plan assets	0		503.5	0	0	446.3	0
Mortgage banking derivative assets	0		0	57.6	0	0	87.1
Total assets at fair value	$	88.6	1,253.9	239.2	77.2	1,988.6	146.4
Liabilities
Foreign currency forward contracts payable	$	0	17.3	0	0	3.4	0
Deferred compensation plan liabilities	0		475.4	0	0	427.6	0
Earn-out liabilities	0		0	18.0	0	0	85.7
Mortgage banking derivative liabilities	0		0	45.0	0	0	73.4
Total liabilities at fair value	$	0	492.7	63.0	0	431.0	159.1

Investments in Real Estate Ventures

We classify ~~one investment~~two investments as Level 1 in the fair value hierarchy as a quoted ~~price is~~prices are 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. The carrying value was deemed to approximate 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.

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 June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, these contracts had a gross notional value of ~~$2.00~~$2.15 billion ($~~0.98~~1.17 billion on a net basis) and ~~$2.30~~$2.34 billion ($~~1.05~~1.42 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 six months ended June 30, 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 ~~$3.0~~$8.7 million asset as of June 30, ~~2020,~~2021, was composed of gross contracts with receivable positions of ~~$3.6~~$11.1 million and payable positions of ~~$0.7~~$2.4 million. The ~~$5.0~~$17.3 million liability as of June 30, ~~2020,~~2021, was composed of gross contracts with receivable positions of ~~$0.6~~$1.0 million and payable positions of ~~$5.5~~$18.3 million. As of December 31, ~~2019,~~2020, the ~~$10.5~~$13.1 million asset was composed of gross contracts with receivable positions of ~~$10.6~~$13.5 million and payable positions of ~~$0.1~~$0.4 million. The ~~$4.4~~$3.4 million liability as of December 31, ~~2019,~~2020, was composed of gross contracts with receivable positions of ~~$0.8~~$2.7 million and payable positions of ~~$5.2~~$6.1 million.

Warehouse Receivables

As of June 30, ~~2020~~2021 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 June 30, ~~2020,~~2021, as Deferred compensation plan assets of ~~$372.4~~$503.5 million, long-term deferred compensation plan liabilities of ~~$351.1~~$475.4 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of ~~$5.7~~$5.3 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).

Balance as of March 31, 2020 Net change in fair value
Foreign CTA¹
Purchases / Additions Settlements Balance as of June 30, 2020
Investments in real estate ventures $ 41.4
2.5
—
0.4
—
$ 44.3
Mortgage banking derivative assets and liabilities, net (64.0 ) (15.4 ) —
38.4
35.5
(5.5 )
Earn-out liabilities 130.0
0.6
1.1
—
(33.9 ) 97.8


	Balance as of March 31, 2019		Net change in fair value		Foreign CTA¹	Purchases / Additions	Settlements		Balance as of June 30, 2019				Balance as of March 31, 2021		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Level transfer out(2)	Balance as of June 30, 2021
Investments in real estate ventures	$	13.0	—		—	7.0	—		$	20.0		Investments in real estate ventures	$	140.1	6.3	0	37.1	0	(1.9)	$	181.6
Mortgage banking derivative assets and liabilities, net	0.6		(12.5	)	—	17.4	(6.8	)	(1.3		)	Mortgage banking derivative assets and liabilities, net	32.9		(7.6)	0	29.6	(42.3)	0	12.6
Earn-out liabilities	169.2		14.3		0.1	—	(3.3	)	180.3			Earn-out liabilities	68.2		1.1	0	0	(51.3)	0	18.0

(in millions) Balance as of December 31, 2018 Net change in fair value
Foreign CTA¹
Purchases / Additions Settlements Balance as of June 30, 2019
Investments in real estate ventures $ 11.5
—
—
8.5
—
$ 20.0
Mortgage banking derivative assets and liabilities, net 6.3
(21.7 ) —
32.5
(18.4 ) (1.3 )
Earn-out liabilities 192.0
20.0
(0.2 ) 1.5
(33.0 ) 180.3


(in millions)	Balance as of December 31, 2020		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Level transfer out(2)	Balance as of June 30, 2021
Investments in real estate ventures	$	59.3	38.1	0	86.2	(0.1)	(1.9)	$	181.6
Mortgage banking derivative assets and liabilities, net	13.7		11.3	0	70.7	(83.1)	0	12.6
Earn-out liabilities	85.7		1.0	(0.3)	3.8	(72.2)	0	18.0


(in millions)	Balance as of December 31, 2019		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Balance as of June 30, 2020
Investments in real estate ventures	$	34.4	2.5	0	7.4	0	$	44.3
Mortgage banking derivative assets and liabilities, net	10.2		(90.6)	0	64.7	10.2	(5.5)
Earn-out liabilities	148.5		(7.6)	(0.9)	0	(42.2)	97.8

(1) CTA: Currency translation adjustments

(2) In May 2021, an investment previously treated as a Level 3 investment became publicly traded on the NYSE and was considered a Level 1 investment immediately.

Net change in fair value, included in the tables above, is reported in Net income as follows.



Category of Assets/Liabilities using Unobservable Inputs			Condensed Consolidated Statements of Comprehensive Income Account Caption
Earn-out liabilities (Short-term and Long-term)			Restructuring and acquisition charges
Investments in real estate ventures			Equity earnings ~~(losses)~~
Other current assets - Mortgage banking derivative assets			Revenue before reimbursements
Other current liabilities - Mortgage banking derivative liabilities			Revenue before reimbursements

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 six months ended June 30, ~~2020~~2021 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.

Table of Contents


9.	~~DEBT~~

Short-term borrowings and long-term debt obligations are composed of the following.

(in millions) June 30, 2020 December 31, 2019
Short-term borrowings:
Local overdraft facilities $ 14.7
44.8
Other short-term borrowings 100.4
75.3
Total short-term borrowings $ 115.1
120.1
Credit facility, net of debt issuance costs of $10.5 and $12.3 689.5
512.7
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $0.9 and $1.2 274.1
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 $0.9 195.7
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 $1.0 195.6
195.4
Total debt $ 1,470.0
1,297.4


($ in millions)	June 30, 2021		December 31, 2020
Short-term borrowings:
Local overdraft facilities	$	8.0	12.0
Other short-term borrowings	94.5		50.0
Total short-term borrowings	$	102.5	62.0
Credit facility, net of debt issuance costs of $13.3 and $8.7	336.7		(8.7)
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $0.4 and $0.8	274.6		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 $0.8	206.7		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 $0.9	206.6		213.9
Total debt	$	1,127.1	755.3

~~We have a~~On April 14, 2021, we amended our $2.75 billion unsecured revolving credit facility (the "Facility") ~~that matures on~~, which extended the maturity date from May 17, ~~2023.~~2023 to April 14, 2026. Pricing on the Facility ranges from LIBOR plus 0.875% to 1.35%, with pricing as of June 30, ~~2020,~~2021, at LIBOR plus ~~1.00%~~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 June 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

The following tables provides additional information on our Facility.

Three Months Ended June 30, Six Months Ended June 30,
($ in millions) 2020 2019 2020 2019
Average outstanding borrowings under the Facility $ 1,351.5
661.1
$ 1,143.4
436.3
Effective interest rate on the Facility 1.4 % 3.3 % 1.8 % 3.3 %


	Three Months Ended June 30,					Six Months Ended June 30,
($ in millions)	2021			2020		2021			2020
Average outstanding borrowings under the Facility	$	612.5		1,351.5		$	399.6		1,143.4
Effective interest rate on the Facility	1.0		%	1.4	%	1.0		%	1.8	%

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 ~~$81.2~~$64.9 million under local overdraft facilities. Amounts outstanding are presented in the debt table above.

As of June 30, ~~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.

Our Facility and senior notes are subject to customary financial and other covenants, including cash interest coverage ratios and leverage ratios, as well as event of default conditions. We remained in compliance with all covenants as of June 30, ~~2020.~~2021.

Warehouse Facilities

June 30, 2020 December 31, 2019
($ in millions) Outstanding Balance Maximum Capacity Outstanding Balance Maximum Capacity
Warehouse Facilities:
LIBOR plus 1.15%, expires September 21, 2020 $ 185.0
375.0
104.4
375.0
LIBOR plus 1.15%, expires September 19, 2020 339.7
775.0
184.8
775.0
LIBOR plus 1.15%, expires August 31, 2020 31.8
100.0
11.4
100.0
Fannie Mae ASAP¹program, LIBOR plus 1.15%
37.6
n/a
53.6
n/a
LIBOR plus 1.25% 172.2
1,000.0
151.6
1,000.0
LIBOR plus 1.25% 23.0
175.0
11.0
175.0
Gross warehouse facilities 789.3
2,425.0
516.8
2,425.0
Debt issuance costs (0.2 ) n/a
(0.9 ) n/a
Total warehouse facilities $ 789.1
2,425.0
515.9
2,425.0

LIBOR plus 1.30%, expires September 20, 2021(1)

LIBOR plus 1.30%, expires September 18, 2021(2)

LIBOR plus 1.30%, expires August 27, 2021(3)

Fannie Mae ASAP(4) program, SOFR plus 1.25%(5)

¹(1) In the second quarter of 2021, JLL increased the maximum capacity of the Warehouse facility with a decrease to the interest rate, previously, the facility had an interest rate of LIBOR plus 1.40% and a maximum capacity of $400.0 million.

(2) In the second quarter of 2021, JLL amended the Warehouse facility with a decrease to the interest rate, previously, the facility had an interest rate of LIBOR plus 1.40%. 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.

(3) In the second quarter of 2021, JLL amended the Warehouse facility with a decrease to the interest rate, previously, the facility had an interest rate of LIBOR plus 1.40%. The temporary maximum capacity increase to $900.0 million expired on January 6, 2021; thereafter, the maximum capacity reverted to its original contractual amount.

(4) As Soon As Pooled ("ASAP") funding program.

(5) JLL amended the Fannie Mae ASAP program interest rate to Secured Overnight Financing Rate ("SOFR") plus 1.25%, previously, the facility had an interest rate of LIBOR plus 1.15%.

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 June 30, ~~2020.~~

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 ~~$36.9~~$2.5 million and ~~$37.7~~$44.0 million as of June 30, ~~2020~~2021 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 claims	1.3
Prior year claims adjustments (including foreign currency changes)	(30.7)
Claims paid	(11.9)
June 30, 2021	$	6.9

December 31, 2019	$	38.1
New claims	0.7
Prior year claims adjustments (including foreign currency changes)	(0.7)
Claims paid	0
June 30, 2020	$	38.1

(in millions)
December 31, 2019 $ 38.1
New claims 0.7
Prior year claims adjustments (including foreign currency changes) (0.7 )
Claims paid —
June 30, 2020 $ 38.1

December 31, 2018 $ 43.1
New claims —
Prior year claims adjustments (including foreign currency changes) (2.8 )
Claims paid (1.1 )
June 30, 2019 $ 39.2

As a participant in the DUS program, we retain a portion of the risk of loss for loans that are originated and sold under the DUS program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios. Generally, we share approximately one-third of incurred losses, subject to a cap of 20% of the principal balance of the mortgage at origination. As of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had loans subject to such loss-sharing arrangements with an aggregate unpaid principal balance of ~~$10.5~~$13.2 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 June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the loss-sharing guarantee obligations were ~~$20.9~~$23.6 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 and six months ended June 30, 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 June 30, 2021 and December 31, 2020, the loan loss guarantee reserve was $22.9 million and ~~2019.~~$36.7 million, respectively, and are included within Other liabilities on our Condensed Consolidated Balance Sheets.

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 June 30, Six Months Ended June 30,
(in millions) 2020 2019 2020 2019
Severance and other employment-related charges $ 7.0
5.4
$ 8.3
10.4
Restructuring, pre-acquisition and post-acquisition charges 7.6
6.0
17.4
13.9
Stock-based compensation expense for HFF retention awards 13.0
—
24.2
—
Fair value adjustments to earn-out liabilities 0.6
14.3
(7.6 ) 20.0
Restructuring and acquisition charges $ 28.2
25.7
$ 42.3
44.3

The following tables show the accrual activity and payments relating to cash-based Restructuring and acquisition charges.


(in millions)	Severance & Employment-Related		Lease Exit	Restructuring, Acquisition and Integration Costs	Total
December 31, 2020	$	41.3	2.5	1.2	$	45.0
Accruals	0.9		4.9	16.5	22.3
Payments made	(26.4)		(6.4)	(15.8)	(48.6)
June 30, 2021	$	15.8	1.0	1.9	$	18.7

(in millions) Severance & Employment-Related
Lease
Exit
Restructuring, Acquisition and
Integration Costs Total
December 31, 2019 $ 24.3
8.4
3.8
$ 36.5
Accruals 8.3
6.7
10.7
25.7
Payments made (16.0 ) (13.5 ) (14.0 ) (43.5 )
June 30, 2020 $ 16.6
1.6
0.5
$ 18.7

(in millions) Severance & Employment-Related Lease
Exit Other Restructuring,
Acquisition and Integration Costs Total
December 31, 2018 $ 14.0
0.6
0.5
$ 15.1
Accruals 10.4
1.0
12.9
24.3
Payments made (14.8 ) (1.1 ) (8.9 ) (24.8 )
June 30, 2019 $ 9.6
0.5
4.5
$ 14.6


(in millions)	Severance & Employment-Related		Lease Exit	Other Restructuring, Acquisition and Integration Costs	Total
December 31, 2019	$	24.3	8.4	3.8	$	36.5
Accruals	8.3		6.7	10.7	25.7
Payments made	(16.0)		(13.5)	(14.0)	(43.5)
June 30, 2020	$	16.6	1.6	0.5	$	18.7

We expect the majority of accrued severance and other accrued acquisition costs as of June 30, ~~2020~~2021 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.

Included in Restructuring and acquisition charges were $12.4 million and $23.9 million, respectively, for the three and six months ended June 30, 2021 compared to $20.1 million and $41.4 million, respectively, for the three and six months ended June 30, 2020 ~~compared to $3.2 million and $9.7 million, respectively, for the three and six months ended June 30, 2019~~ of charges relating to the acquisition and integration of HFF (including ~~transaction/deal costs,~~ retention and severance expense, early lease termination costs, and other integration 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.~~

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 benefit		Cumulative foreign currency translation adjustment	Total
Balance as of March 31, 2021	$	(81.4)	(302.2)	$	(383.6)
Other comprehensive loss before reclassification	0		(0.2)	(0.2)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0.7		0	0.7
Other comprehensive loss after tax expense of $ - , $ - and $ -	0.7		(0.2)	0.5
Balance as of June 30, 2021	$	(80.7)	(302.4)	$	(383.1)

(in millions)	Pension and postretirement benefit		Cumulative foreign currency translation adjustment	Total
Balance as of March 31, 2020	$	(72.0)	(499.2)	$	(571.2)
Other comprehensive loss before reclassification	0		33.8	33.8
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0		0	0
Other comprehensive loss after tax expense of $ - , $ - and $ -	0		33.8	33.8
Balance as of June 30, 2020	$	(72.0)	(465.4)	$	(537.4)

(in millions)	Pension and postretirement benefit		Cumulative foreign currency translation adjustment	Total
Balance as of December 31, 2020	$	(81.2)	(296.0)	$	(377.2)
Other comprehensive loss before reclassification	0		(6.4)	(6.4)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0.5		0	0.5
Other comprehensive loss after tax expense of $ - , $ - and $ -	0.5		(6.4)	(5.9)
Balance as of June 30, 2021	$	(80.7)	(302.4)	$	(383.1)

(in millions)	Pension and postretirement benefit		Cumulative foreign currency translation adjustment	Total
Balance as of December 31, 2019	$	(72.0)	(355.8)	$	(427.8)
Other comprehensive income before reclassification	0		(109.6)	(109.6)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0		0	0
Other comprehensive (loss) income after tax expense of $ - , $ - and $ -	0		(109.6)	(109.6)
Balance as of June 30, 2020	$	(72.0)	(465.4)	$	(537.4)

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 benefit Cumulative foreign currency translation adjustment Total
Balance as of March 31, 2020 $ (72.0 ) (499.2 ) $ (571.2 )
Other comprehensive income before reclassification —
33.8
33.8
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
—
—
—
Other comprehensive income after tax expense of $ - , $ - and $ - —
33.8
33.8
Balance as of June 30, 2020 $ (72.0 ) (465.4 ) $ (537.4 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of March 31, 2019 $ (58.4 ) (367.5 ) $ (425.9 )
Other comprehensive loss before reclassification —
(23.3 ) (23.3 )
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
(0.8 ) —
(0.8 )
Other comprehensive loss after tax expense of $ - , $ - and $ - (0.8 ) (23.3 ) (24.1 )
Balance as of June 30, 2019 $ (59.2 ) (390.8 ) $ (450.0 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of December 31, 2019 $ (72.0 ) (355.8 ) $ (427.8 )
Other comprehensive loss before reclassification —
(109.6 ) (109.6 )
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
—
—
—
Other comprehensive loss after tax expense of $ - , $ - and $ - —
(109.6 ) (109.6 )
Balance as of June 30, 2020 $ (72.0 ) (465.4 ) $ (537.4 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of December 31, 2018 $ (57.4 ) (398.8 ) $ (456.2 )
Other comprehensive income before reclassification —
8.0
8.0
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
(1.8 ) —
(1.8 )
Other comprehensive (loss) income after tax expense of $ - , $ - and $ - (1.8 ) 8.0
6.2
Balance as of June 30, 2019 $ (59.2 ) (390.8 ) $ (450.0 )

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 and six months ended June 30, ~~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 ~~2019~~2020 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 ~~2019~~2020 Annual Report on Form 10-K.

The following discussion and analysis contains certain forward-looking statements generally identified by the words anticipates, believes, estimates, expects, forecasts, plans, intends and other similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause JLL's actual results, performance, achievements, plans and objectives to be materially different from any future results, performance, achievements, plans and objectives expressed or implied by such forward-looking statements. See the Cautionary Note Regarding Forward-Looking Statements included within this section for further information.

We present our quarterly Management's Discussion and Analysis in the following sections:

(1)A summary of our critical accounting policies and estimates;

(2)Certain items affecting the comparability of results and certain market and other risks we face;

(3)The results of our operations, first on a consolidated basis and then for each of our business segments; and

(4)Liquidity and capital resources.

SUMMARY OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

An understanding of our accounting policies is necessary for a complete analysis of our results, financial position, liquidity and trends. See Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in our ~~2019~~2020 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 six months ended June 30, ~~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:

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.

~~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 six months ended June 30, 2020 was 17.1%, resulting in an effective tax rate of 10.0% for the second quarter of 2020. 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 impact of the COVID-19 pandemic on our forecasted income 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 in~~In 2020 ~~we are experiencing~~and during the six months ended June 30, 2021, macroeconomic ~~impact of~~conditions 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.

Acquisitions and Dispositions

The timing of acquisitions and dispositions may impact the comparability of our results on a year-over-year basis. Our results include incremental revenues and expenses following the completion date of an acquisition. Relating to dispositions, comparable results will include the revenues and expenses of recent dispositions and results may also include gains (losses) on the disposition. In addition, there is generally an initial adverse impact on net income from an acquisition as a result of pre-acquisition due diligence expenditures, transaction/deal costs and post-acquisition integration costs, such as fees from third-party advisors engaged to assist with onboarding and process alignment, retention and severance expense, early lease termination costs, and other integration expenses. For dispositions, we may also incur such incremental costs during the disposition process and these costs could have an adverse impact on net income.

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.Investment Performance

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.

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.

~~Transactional-Based~~Transaction-Based Revenue

~~Transactional-based~~Transaction-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. Specifically for LaSalle, we are 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. The timing and the magnitude of these fees can vary significantly from year to year and quarter to quarter, and from region to region.

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~~In addition, this seasonality excludes the recognition of investment-generated performance fees ~~and~~as well as realized and unrealized co-investment equity earnings and losses ~~(each~~(the timing of ~~which~~each of these can ~~be unpredictable)~~fluctuate based on a variety of factors). 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.~~fluctuate based on a variety of factors. Non-variable operating expenses, which we treat as expenses when incurred during the year, are relatively constant on a quarterly basis. ~~The~~In 2020 and during the six months ended June 30, 2021, macroeconomic conditions influenced by the COVID-19 pandemic ~~may have a material impact on~~impacted the historical seasonality of our revenue and ~~profits.~~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 June 30, ~~2020~~2021 and ~~2019,~~2020, are not fully indicative of the results we expect to realize for the full fiscal year.

RESULTS OF OPERATIONS

•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%~~1,000% favorable or unfavorable.

•We renamed our Corporate Solutions business to "JLL Work Dynamics" effective June 2021.

Consolidated Operating Results

Consolidated Operating Results (continued)

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 in 2021 and the net gain recognized on the sale of property management businesses in continental ~~Europe.~~Europe in 2020. 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.

Reconciliation of Non-GAAP Financial Measures

Below are reconciliations of (i) Revenue to fee revenue and (ii) Operating expenses to fee-based operating expenses.

Less: Reimbursements

Less: Reimbursed expenses

Less: Gross contract costs

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 June 30,					Six Months Ended June 30,
(in millions)	2021			2020		2021			2020
Net income attributable to common shareholders	$	200.0		15.2		$	303.0		20.5
Add:
Interest expense, net of interest income	10.6			14.9		21.0			29.5
Provision for income taxes	54.9			1.5		83.1			6.5
Depreciation and amortization	54.5			56.9		107.5			111.9
EBITDA	$	320.0		88.5		$	514.6		168.4
Adjustments:
Restructuring and acquisition charges	18.1			28.2		35.3			42.3
Gain on disposition	—			(4.8)		(12.0)			(4.8)
Net non-cash MSR and mortgage banking derivative activity	(5.7)			(8.6)		(15.4)			(7.0)
Adjusted EBITDA	$	332.4		103.3		$	522.5		198.9

Net income margin attributable to common shareholders	8.0		%	0.8	%	6.5		%	0.5	%

Adjusted EBITDA margin	18.5		%	8.3	%	16.2		%	7.2	%

Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2020 2019 2020 2019
Net income attributable to common shareholders $ 15.2
110.5
$ 20.5
131.8
Add:
Interest expense, net of interest income 14.9
13.6
29.5
23.2
Provision for income taxes 1.5
36.2
6.5
35.5
Depreciation and amortization 56.9
45.5
111.9
92.0
EBITDA $ 88.5
205.8
$ 168.4
282.5
Adjustments:
Restructuring and acquisition charges 28.2
25.7
42.3
44.3
Gain on disposition (4.8 ) —
(4.8 ) —
Net non-cash MSR and mortgage banking derivative activity (8.6 ) (4.8 ) (7.0 ) (4.7 )
Adjusted EBITDA $ 103.3
226.7
$ 198.9
322.1

Net income margin attributable to common shareholders 0.8 % 4.7 % 0.5 % 3.1 %

Adjusted EBITDA margin 8.1 % 13.9 % 7.2 % 10.9 %

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.

~~COVID-19 Pandemic~~

~~The~~We achieved significant second-quarter increases in consolidated RES revenue, up 18% to $4.4 billion, and fee revenue, up 43% to $1.7 billion. Growth was broad-based across all service lines, led by Leasing (48% of RES fee revenue growth on a local currency basis) and Capital Markets (44% of RES fee revenue growth on a local currency basis). In addition, all geographic segments experienced growth ranging from 26% to 54%. This follows a prior-year quarter that was meaningfully impacted by the COVID-19 pandemic (the "pandemic") continued to disrupt our operations this quarter as lock-downs and building closures remained in place across the globe. Transaction-based services lines were most impacted as a result of delays to leasing and capital markets transactions. At the same time, our professionals across the globe, notably in Corporate Solutions and other annuity businesses, have expanded work with our clients to ensure continuity of critical operations, facilitate the rapid deployment of temporary medical facilities, and develop and implement safe return-to-work measures. In response to the pandemic's ongoing disruptions to revenue and business operations, we expanded cost mitigation efforts initiated in the first quarter across most operating expense categories. In addition, various government relief programs around the world provided grants/subsidies (approximately $28 million net benefit this quarter, focused in EMEA and Asia Pacific) as well as payment deferral opportunities for cash obligations such as payroll taxes and other social charges. These actions enhanced job retention and financial flexibility, positioning us to emerge from the pandemic with strength to capture significant market share..

For the second quarter of 2020 compared with 2019, consolidated RES revenue decreased 12% to $3.6 billion and consolidated RES fee revenue decreased 22% to $1.2 billion, a result of the pandemic's significant impact, especially on transaction-based service lines. The revenue and fee revenue declines were across all three geographic segments and in all service lines except Property & Facility Management, which delivered stable fee revenue driven by Corporate Solutions. Leasing experienced the most significant decrease in revenue (42% down year-over-year) against the backdrop of 50%+ declines in office market gross absorption in all three geographies for the second quarter (according to JLL Research). Capital markets investment sales market volumes fell by 60% globally (according to JLL Research); our Capital Markets results included $70.8 million of incremental revenue for the second quarter from the July 1, 2019 acquisition of HFF, Inc. ("HFF"). Geographically across service lines, Americas ~~represented 52%~~contributed 75% of the RES fee revenue ~~decline~~growth for the second quarter, on a local currency ~~basis;~~basis, followed by EMEA ~~represented 31%~~(14%) and Asia Pacific ~~represented 17%~~(11%). The following highlights the proportion of RES service line consolidated fee revenue growth, on a local currency basis, compared with the prior-year quarter, by notable segment. Refer to segment operating results for further detail.

•Leasing — Americas (86%), EMEA (8%) and Asia Pacific (6%)

•Capital Markets — Americas (72%), EMEA (17%) and Asia Pacific (11%)



	Company Shareholder's Equity
											Accumulated
					Additional				Shares		Other
(in millions, except share and per share data) (unaudited)	Common Stock				Paid-In		Retained		Held in		Comprehensive		Noncontrolling		Total
(in millions, except share and per share data) (unaudited)	Shares		Amount		Capital		Earnings		Trust		Loss		Interest		Equity
December 31, 2018	45,599,418		$	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 programs	198,575		—		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, 2019	45,739,243		$	0.5	1,056.6		3,117.0		(5.8	)	(425.9	)	52.7		$	3,795.1
Net income⁽³⁾	—		—		—		110.7		—		—		0.5		111.2
Shares issued under stock-based compensation programs	31,820		—		0.8		—		—		—		—		0.8
Shares repurchased for payment of taxes on stock-based compensation	(8,375	)	—		(0.7	)	—		—		—		—		(0.7		)
Amortization of stock-based compensation	—		—		12.9		—		—		—		—		12.9
Dividends paid	—		—		—		(19.9	)	—		—		—		(19.9		)
Shares held in trust	—		—		—		—		(0.1	)	—		—		(0.1		)
Change in pension liabilities, net of tax	—		—		—		—		—		(0.8	)	—		(0.8		)
Foreign currency translation adjustments	—		—		—		—		—		(23.3	)	—		(23.3		)
Increase in amounts attributable to noncontrolling interest	—		—		—		—		—		—		0.1		0.1
June 30, 2019	45,762,688		$	0.5	1,069.6		3,207.8		(5.9	)	(450.0	)	53.3		$	3,875.3



	Published			Adjustment due to		As Reported Under
	December 31, 2019			adoption 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, net	245.4			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 earnings	3,588.3			(14.9	)	3,573.4



(in millions)	Balance as of December 31, 2018		Net change in fair value		Foreign CTA¹		Purchases / Additions	Settlements		Balance as of June 30, 2019
Investments in real estate ventures	$	11.5	—		—		8.5	—		$	20.0
Mortgage banking derivative assets and liabilities, net	6.3		(21.7	)	—		32.5	(18.4	)	(1.3		)
Earn-out liabilities	192.0		20.0		(0.2	)	1.5	(33.0	)	180.3


~~12.~~	~~ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT~~


~~(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~~


	Three Months Ended June 30,					Change in				% Change in Local Currency			Three Months Ended June 30,			Change in			% Change in Local Currency
($ in millions)	2020			2019		U.S. dollars				% Change in Local Currency		($ in millions)	2021		2020	U.S. dollars			% Change in Local Currency
Leasing	$	358.6		623.9		(265.3	)	(43	)%	(42	)%	Leasing	$	610.9	358.6	252.3	70	%	67	%
Capital Markets	214.8			256.5		(41.7	)	(16	)	(15	)	Capital Markets	448.4		214.8	233.6	109		102
Property & Facility Management	2,275.2			2,304.9		(29.7	)	(1	)	—		Property & Facility Management	2,466.6		2,275.2	191.4	8		4
Project & Development Services	536.8			733.3		(196.5	)	(27	)	(25	)	Project & Development Services	617.7		536.8	80.9	15		10
Advisory, Consulting and Other	185.1			218.5		(33.4	)	(15	)	(13	)	Advisory, Consulting and Other	235.6		185.1	50.5	27		20
Real Estate Services ("RES") revenue	$	3,570.5		4,137.1		(566.6	)	(14	)%	(12	)%	Real Estate Services ("RES") revenue	$	4,379.2	3,570.5	808.7	23	%	18	%
LaSalle	99.9			129.4		(29.5	)	(23	)	(22	)	LaSalle	115.8		99.9	15.9	16		12
Revenue	$	3,670.4		4,266.5		(596.1	)	(14	)%	(13	)%	Revenue	$	4,495.0	3,670.4	824.6	22	%	18	%
Reimbursements	(1,841.9		)	(1,918.3	)	(76.4	)	(4	)	(3	)	Reimbursements	(1,987.5)		(1,841.9)	145.6	8		5
Revenue before reimbursements	$	1,828.5		2,348.2		(519.7	)	(22	%)	(21	%)	Revenue before reimbursements	$	2,507.5	1,828.5	679.0	37	%	32	%
Gross contract costs	(575.0		)	(713.4	)	138.4		(19	)	(17	)	Gross contract costs	(684.9)		(575.0)	(109.9)	19		12
Net non-cash MSR and mortgage banking derivative activity	(8.6		)	(4.8	)	(3.8	)	79		79		Net non-cash MSR and mortgage banking derivative activity	(5.7)		(8.6)	2.9	(34)		(33)
Fee revenue	$	1,244.9		1,630.0		(385.1	)	(24	)%	(22	)%	Fee revenue	$	1,816.9	1,244.9	572.0	46	%	41	%
Leasing	343.8			605.8		(262.0	)	(43	)	(43	)	Leasing	592.0		343.8	248.2	72		69
Capital Markets	199.4			241.3		(41.9	)	(17	)	(16	)	Capital Markets	432.5		199.4	233.1	117		110
Property & Facility Management	287.9			290.8		(2.9	)	(1	)	1		Property & Facility Management	317.8		287.9	29.9	10		5
Project & Development Services	178.6			210.0		(31.4	)	(15	)	(13	)	Project & Development Services	191.1		178.6	12.5	7		2
Advisory, Consulting and Other	140.2			158.8		(18.6	)	(12	)	(9	)	Advisory, Consulting and Other	175.0		140.2	34.8	25		17
RES fee revenue	$	1,149.9		1,506.7		(356.8	)	(24	)%	(22	)%	RES fee revenue	$	1,708.4	1,149.9	558.5	49	%	43	%
LaSalle	95.0			123.3		(28.3	)	(23	)	(22	)	LaSalle	108.5		95.0	13.5	14		10

Compensation and benefits excluding gross contract costs	928.7			1,137.7		(209.0	)	(18	)	(17	)	Compensation and benefits excluding gross contract costs	$	1,281.1	928.7	352.4	38	%	33	%
Operating, administrative and other expenses excluding gross contract costs	228.9			275.8		(46.9	)	(17	)	(15	)	Operating, administrative and other expenses excluding gross contract costs	244.6		228.9	15.7	7		2
Depreciation and amortization	56.9			45.5		11.4		25		27		Depreciation and amortization	54.5		56.9	(2.4)	(4)		(7)
Restructuring and acquisition charges												Restructuring and acquisition charges	18.1		28.2	(10.1)	(36)		(34)
Total fee-based operating expenses	1,214.5			1,459.0		(244.5	)	(17	)	(15	)	Total fee-based operating expenses	1,598.3		1,242.7	355.6	29		24
Restructuring and acquisition charges	28.2			25.7		2.5		10		10
Gross contract costs	575.0			713.4		(138.4	)	(19	)	(17	)	Gross contract costs	684.9		575.0	109.9	19		12
Total operating expenses, excluding reimbursed expenses	$	1,817.7		2,198.1		(380.4	)	(17	)%	(16	)%	Total operating expenses, excluding reimbursed expenses	$	2,283.2	1,817.7	465.5	26	%	20	%
Operating income	$	10.8		150.1		(139.3	)	(93	)%	(94	)%	Operating income	$	224.3	10.8	213.5	n.m.
Equity earnings	$	14.7		10.2		4.5		44	%	44	%	Equity earnings	$	40.8	14.7	26.1	178	%	178	%
Adjusted EBITDA	$	103.3		226.7		(123.4	)	(54	)%	(55	)%	Adjusted EBITDA	$	332.4	103.3	229.1	222	%	215	%


							% Change
	Three Months Ended June 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	2,701.5	2,229.0	472.5	21	%	20	%
Reimbursements	(1,412.3)		(1,345.0)	(67.3)	5		4
Revenue before reimbursements	$	1,289.2	884.0	405.2	46	%	45	%
Gross contract costs	(220.3)		(192.3)	(28.0)	15		13
Net non-cash MSR and mortgage banking derivative activity	(5.7)		(8.6)	2.9	(34)		(33)
Fee Revenue	$	1,063.2	683.1	380.1	56	%	55	%
Leasing	473.1		267.0	206.1	77		76
Capital Markets	289.1		131.5	157.6	120		119
Property & Facility Management	154.2		147.3	6.9	5		4
Project & Development Services	92.5		91.1	1.4	2		1
Advisory, Consulting and Other	54.3		46.2	8.1	18		17
Compensation, operating and administrative expenses excluding gross contract costs	$	844.5	613.0	231.5	38	%	37	%
Depreciation and amortization	34.3		39.1	(4.8)	(12)		(12)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	878.8		652.1	226.7	35		34
Gross contract costs	220.3		192.3	28.0	15		13
Segment operating expenses (excluding reimbursed expenses)	$	1,099.1	844.4	254.7	30	%	29	%

Equity earnings	$	16.5	2.9	13.6	469	%	456	%
Segment income	$	206.6	42.5	164.1	386	%	382	%
Adjusted EBITDA	$	235.9	74.0	161.9	219	%	217	%


Period	Total number of shares purchased	Weighted average price paid per share			Total number of shares purchased as part of publicly announced plan	Approximate dollar value of shares that may yet be purchased under the plan (in millions)
April 1, 2021 - April 30, 2021	—		$	—	—		$	600.0
May 1, 2021 - May 31, 2021	—		$	—	—		$	600.0
June 1, 2021 - June 30, 2021	200,000		$	205.28	200,000		$	558.9
Total	200,000				200,000


6.	~~INVESTMENTS IN REAL ESTATE VENTURES~~



~~Louis F. Bowers~~	~~Judith I. Tempelman~~
~~Controller~~	~~Head of Corporate Development~~

~~Bryan J. Duncan~~	~~Alan Tse~~
~~Treasurer~~	~~Chief Legal Officer and Corporate Secretary~~

~~James S. Jasionowski~~
~~Chief Tax Officer~~



Exhibit Number		Description
10.1*		Letter Agreement, dated ~~June 18, 2020,~~March 23, 2021, between Jones Lang LaSalle Incorporated and ~~Karen Brennan~~Kylie Kendrick

10.2		News release issued by Jones Lang LaSalle Incorporated on June 2, 2021 (Incorporated by reference to Exhibit ~~10.1~~99.1 to the Current Report on Form 8-K dated June ~~22, 2020~~4, 2021 (File No. 001-13145))

~~10.2~~31.1*		~~Letter Agreement, dated June 20, 2020, between Jones Lang LaSalle Incorporated and Stephanie Plaines~~

~~10.3~~*	~~Retirement and Consulting Agreement, dated July 3, 2020, between Jones Lang LaSalle Incorporated and Patricia Maxson~~

~~31.1~~*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)



JONES LANG LASALLE INCORPORATED

By:						/s/ Karen Brennan
						Karen Brennan
						Chief Financial Officer
						(Authorized Officer and Principal Financial Officer)