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 September 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 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 ~~October 27, 2020~~November 1, 2021 was ~~51,302,899.~~50,468,409.

Table of Contents




Part I	Financial Information

Item 1.	Condensed Consolidated Financial Statements:	3

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

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

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

	Statements of Cash Flows for the Nine Months Ended September 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	2826

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4947

Item 4.	Controls and Procedures	4947

Part II	Other Information

Item 1.	Legal Proceedings	5048

Item 1A.	Risk Factors	5048

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5048



Item 6.	Exhibits	5149

Signature		5250

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)	September 30, 2020			December 31, 2019			(in millions, except share and per share data)	September 30, 2021		December 31, 2020
Assets	(unaudited)						Assets	(unaudited)
Current assets:							Current assets:
Cash and cash equivalents	$	440.0		451.9			Cash and cash equivalents	$	535.9	574.3
Trade receivables, net of allowance of $81.3 and $68.1	1,439.9			2,034.3
Trade receivables, net of allowance of $73.6 and $66.5							Trade receivables, net of allowance of $73.6 and $66.5	1,739.9		1,636.1
Notes and other receivables	443.1			472.8			Notes and other receivables	374.5		469.9
Reimbursable receivables	1,357.1			1,671.2			Reimbursable receivables	1,515.6		1,461.3
Warehouse receivables	1,750.6			527.1			Warehouse receivables	2,293.5		1,529.2
Short-term contract assets, net of allowance of $2.8 and $-	293.0			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	313.7		265.8
Prepaid & other	444.8			377.9			Prepaid & other	478.1		517.1
Total current assets	6,168.5			5,868.6			Total current assets	7,251.2		6,453.7
Property and equipment, net of accumulated depreciation of $775.9 and $660.7	675.4			701.9
Property and equipment, net of accumulated depreciation of $889.8 and $806.2							Property and equipment, net of accumulated depreciation of $889.8 and $806.2	693.4		663.9
Operating lease right-of-use assets	756.8			804.4			Operating lease right-of-use assets	692.8		707.4
Goodwill	4,164.0			4,168.2			Goodwill	4,212.1		4,224.7
Identified intangibles, net of accumulated amortization of $277.0 and $214.8	653.9			682.6
Investments in real estate ventures, including $299.0 and $328.6 at fair value	389.6			404.2
Identified intangibles, net of accumulated amortization of $323.0 and $295.3							Identified intangibles, net of accumulated amortization of $323.0 and $295.3	680.6		679.8
Investments in real estate ventures, including $537.7 and $340.3 at fair value							Investments in real estate ventures, including $537.7 and $340.3 at fair value	646.6		430.8
Long-term receivables	239.8			250.2			Long-term receivables	278.8		231.1
Deferred tax assets, net	235.3			245.4			Deferred tax assets, net	278.0		296.5
Deferred compensation plan	410.7			349.9			Deferred compensation plan	522.2		446.3
Other	208.1			197.2			Other	191.7		182.3
Total assets	$	13,902.1		13,672.6			Total assets	$	15,447.4	14,316.5
Liabilities and Equity							Liabilities and Equity
Current liabilities:							Current liabilities:
Accounts payable and accrued liabilities	$	1,096.7		1,289.4			Accounts payable and accrued liabilities	$	1,011.3	1,229.8
Reimbursable payables	1,030.3			1,245.8			Reimbursable payables	1,172.8		1,154.5
Accrued compensation & benefits	1,113.7			1,729.2			Accrued compensation & benefits	1,494.2		1,433.2
Short-term borrowings	106.4			120.1			Short-term borrowings	117.6		62.0
Short-term contract liabilities and deferred income	161.0			158.8			Short-term contract liabilities and deferred income	183.6		192.9
Short-term acquisition-related obligations	92.6			74.4			Short-term acquisition-related obligations	34.1		91.7
Warehouse facilities	1,723.8			515.9			Warehouse facilities	2,266.3		1,498.4

Short-term operating lease liabilities	164.0			153.4			Short-term operating lease liabilities	153.6		165.7
Other	313.6			203.2			Other	237.4		299.6
Total current liabilities	5,802.1			5,490.2			Total current liabilities	6,670.9		6,127.8
Credit facility, net of debt issuance costs of $9.6 and $12.3	390.4			512.7
Long-term debt, net of debt issuance costs of $2.7 and $3.1	682.9			664.6
Credit facility, net of debt issuance costs of $12.8 and $8.7							Credit facility, net of debt issuance costs of $12.8 and $8.7	212.2		(8.7)
Long-term debt, net of debt issuance costs of $2.0 and $2.5							Long-term debt, net of debt issuance costs of $2.0 and $2.5	678.6		702.0
Deferred tax liabilities, net	42.9			106.0			Deferred tax liabilities, net	105.2		120.0
Deferred compensation	405.9			374.3			Deferred compensation	511.0		450.0

Long-term acquisition-related obligations	39.6			124.1			Long-term acquisition-related obligations	33.5		26.2

Long-term operating lease liabilities	705.1			751.2			Long-term operating lease liabilities	685.6		683.9
Other	539.1			436.2			Other	590.8		597.5
Total liabilities	8,608.0			8,459.3			Total liabilities	9,487.8		8,698.7

Redeemable noncontrolling interest	7.9			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; 51,968,753 and 51,549,654 shares issued; 51,539,136 and 51,549,654 outstanding	0.5			0.5
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 52,076,276 and 51,970,307 shares issued; 50,582,197 and 51,105,417 outstanding							Common stock, $0.01 par value per share, 100,000,000 shares authorized; 52,076,276 and 51,970,307 shares issued; 50,582,197 and 51,105,417 outstanding	0.5		0.5
Additional paid-in capital	2,008.1			1,962.8			Additional paid-in capital	2,033.7		2,023.3
Retained earnings	3,725.9			3,588.3			Retained earnings	4,516.1		3,975.9
Treasury stock, at cost, 429,617 and - shares	(47.8		)	0
Treasury stock, at cost, 1,494,079 and 864,890 shares							Treasury stock, at cost, 1,494,079 and 864,890 shares	(259.1)		(96.1)
Shares held in trust	(5.6		)	(5.7		)	Shares held in trust	(5.2)		(5.6)
Accumulated other comprehensive loss	(477.4		)	(427.8		)	Accumulated other comprehensive loss	(430.3)		(377.2)
Total Company shareholders’ equity	5,203.7			5,118.1			Total Company shareholders’ equity	5,855.7		5,520.8
Noncontrolling interest	82.5			86.6			Noncontrolling interest	96.4		89.2
Total equity	5,286.2			5,204.7			Total equity	5,952.1		5,610.0
Total liabilities, redeemable noncontrolling interest and equity	$	13,902.1		$	13,672.6		Total liabilities, redeemable noncontrolling interest and equity	$	15,447.4	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 September 30,				Nine Months Ended September 30,					(in millions, except share and per share data) (unaudited)	Three Months Ended September 30,			Nine Months Ended September 30,
	2020		2019		2020			2019			2021		2020	2021		2020
Revenue:										Revenue:
Revenue before reimbursements	$	2,091.4	2,545.8		$	6,152.9		6,855.6		Revenue before reimbursements	$	2,804.9	2,091.4	$	7,442.0	6,152.9
Reimbursements	1,886.7		1,949.8		5,591.6			5,727.1		Reimbursements	2,084.3		1,886.7	5,979.3		5,591.6
Total revenue	$	3,978.1	4,495.6		$	11,744.5		12,582.7		Total revenue	$	4,889.2	3,978.1	$	13,421.3	11,744.5
Operating expenses:										Operating expenses:
Compensation and benefits	$	1,198.7	1,488.6		$	3,698.5		4,007.2		Compensation and benefits	$	1,741.7	1,198.7	$	4,627.4	3,698.5
Operating, administrative and other	649.4		762.0		1,981.5			2,241.4		Operating, administrative and other	701.9		649.4	2,005.5		1,981.5
Reimbursed expenses	1,886.7		1,949.8		5,591.6			5,727.1		Reimbursed expenses	2,084.3		1,886.7	5,979.3		5,591.6
Depreciation and amortization	54.9		53.6		166.8			145.6		Depreciation and amortization	52.8		54.9	160.3		166.8
Restructuring and acquisition charges	33.5		70.0		75.8			114.3		Restructuring and acquisition charges	15.6		33.5	50.9		75.8
Total operating expenses	$	3,823.2	4,324.0		$	11,514.2		12,235.6		Total operating expenses	$	4,596.3	3,823.2	$	12,823.4	11,514.2
Operating income	$	154.9	171.6		$	230.3		347.1		Operating income	$	292.9	154.9	$	597.9	230.3
Interest expense, net of interest income	12.3		18.0		41.8			41.2		Interest expense, net of interest income	9.6		12.3	30.6		41.8
Equity earnings	15.0		17.1		1.4			32.3		Equity earnings	17.4		15.0	106.7		1.4
Other income	2.7		0.7		8.8			1.2		Other income	1.3		2.7	12.9		8.8
Income before income taxes and noncontrolling interest	160.3		171.4		198.7			339.4		Income before income taxes and noncontrolling interest	302.0		160.3	686.9		198.7
Income tax provision	25.7		42.1		32.2			77.6		Income tax provision	65.3		25.7	148.4		32.2
Net income	134.6		129.3		166.5			261.8		Net income	236.7		134.6	538.5		166.5
Net income attributable to noncontrolling interest	2.7		0.4		14.1			0.9
Net income attributable to the Company	131.9		128.9		152.4			260.9
Dividends on unvested common stock, net of tax benefit	0		0		0			0.2
Net (loss) income attributable to noncontrolling interest										Net (loss) income attributable to noncontrolling interest	(0.5)		2.7	(1.7)		14.1

Net income attributable to common shareholders	$	131.9	128.9		$	152.4		260.7		Net income attributable to common shareholders	$	237.2	131.9	$	540.2	152.4
Basic earnings per common share	$	2.55	2.50		$	2.95		5.47		Basic earnings per common share	$	4.67	2.55	$	10.57	2.95
Basic weighted average shares outstanding (in 000's)	51,761		51,528		51,670			47,672		Basic weighted average shares outstanding (in 000's)	50,851		51,761	51,101		51,670
Diluted earnings per common share	$	2.52	2.47		$	2.92		5.42		Diluted earnings per common share	$	4.57	2.52	$	10.35	2.92
Diluted weighted average shares outstanding (in 000's)	52,247		52,104		52,224			48,077		Diluted weighted average shares outstanding (in 000's)	51,944		52,247	52,178		52,224
Dividends declared per share	$	0	0		$	0		0.43
Net income attributable to the Company	$	131.9	128.9		$	152.4		260.9

Net income attributable to common shareholders										Net income attributable to common shareholders	$	237.2	131.9	$	540.2	152.4
Change in pension liabilities, net of tax	0.7		0.1		0.7			(1.7	)	Change in pension liabilities, net of tax	—		0.7	0.5		0.7
Foreign currency translation adjustments	59.3		(34.6	)	(50.3		)	(26.6	)	Foreign currency translation adjustments	(47.2)		59.3	(53.6)		(50.3)
Comprehensive income attributable to the Company	$	191.9	94.4		$	102.8		232.6
Comprehensive income attributable to common shareholders										Comprehensive income attributable to common shareholders	$	190.0	191.9	$	487.1	102.8

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 NINE MONTHS ENDED SEPTEMBER 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
Net income (loss)	—	—		—	237.2	—	—	—	(0.5)	236.7
Shares issued under stock-based compensation programs	200,425	—		(14.8)	—	—	25.5	—	—	10.7
Shares repurchased for payment of taxes on stock-based compensation	(82,956)	—		(16.1)	—	—	(10.7)	—	—	(26.8)
Amortization of stock-based compensation	—	—		24.0	—	—	—	—	—	24.0
Shares held in trust	—	—		—	—	0.1	—	—	—	0.1

Repurchase of common stock	(680,500)	—		—	—	—	(151.6)	—	—	(151.6)
Foreign currency translation adjustments	—	—		—	—	—	—	(47.2)	—	(47.2)
Increase in amounts attributable to noncontrolling interest	—	—		—	—	—	—	—	6.5	6.5
September 30, 2021	50,582,197	$	0.5	2,033.7	4,516.1	(5.2)	(259.1)	(430.3)	96.4	$	5,952.1

(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 ) 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⁽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
Net income⁽³⁾
—
—
—
131.9
—
—
—
2.9
134.8
Shares issued under stock-based compensation programs 221,527
—
(1.2 ) 0.1
—
1.6
—
—
0.5
Shares repurchased for payment of taxes on stock-based compensation (66,315 ) —
(6.3 ) —
—
—
—
—
(6.3 )
Amortization of stock-based compensation —
—
16.3
—
—
—
—
—
16.3
Shares held in trust —
—
—
—
0.1
—
—
—
0.1
Repurchase of common stock (258,131 ) —
—
—
—
(25.0 ) —
—
(25.0 )
Change in pension liabilities, net of tax —
—
—
—
—
—
0.7
—
0.7
Foreign currency translation adjustments —
—
—
—
—
—
59.3
—
59.3
Decrease in amounts attributable to noncontrolling interest —
—
—
—
—
—
—
(3.6 ) (3.6 )
September 30, 2020 51,539,136
$ 0.5
2,008.1
3,725.9
(5.6 ) (47.8 ) (477.4 ) 82.5
$ 5,286.2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (CONTINUED)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020


	Company Shareholder's 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 (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
Net income (3)	—	—		—	131.9	—	—	—	2.9	134.8
Shares issued under stock-based compensation programs	221,527	—		(1.2)	0.1	—	1.6	—	—	0.5

Shares repurchased for payment of taxes on stock-based compensation	(66,315)	—		(6.3)	—	—	—	—	—	(6.3)
Amortization of stock-based compensation	—	—		16.3	—	—	—	—	—	16.3
Shares held in trust	—	—		—	—	0.1	—	—	—	0.1
Repurchase of common stock	(258,131)	—		—	—	—	(25.0)	—	—	(25.0)
Change in pension liabilities, net of tax	—	—		—	—	—	—	0.7	—	0.7
Foreign currency translation adjustments	—	—		—	—	—	—	59.3	—	59.3
Decrease in amounts attributable to noncontrolling interest	—	—		—	—	—	—	—	(3.6)	(3.6)
Balances at September 30, 2020	51,539,136	$	0.5	2,008.1	3,725.9	(5.6)	(47.8)	(477.4)	82.5	$	5,286.2

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

(2) NCI: Noncontrolling interest

(3) Excludes net (loss) income attributable to redeemable noncontrolling interest of $(0.2) million and $0.1 million for the three months ended September 30, 2020 and June 30, 2020, respectively.

~~Table of Contents~~

~~JONES LANG LASALLE INCORPORATED~~

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

~~FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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
Net income —
—
—
128.9
—
—
0.4
129.3
Shares issued under stock-based compensation programs 49,292
—
0.9
—
—
—
—
0.9
Acquisition of HFF 5,733,603
—
841.2
—
—
—
—
841.2
Shares repurchased for payment of taxes on stock-based compensation (11,464 ) —
(2.1 ) —
—
—
—
(2.1 )
Amortization of stock-based compensation —
—
27.7
—
—
—
—
27.7
Shares held in trust —
—
—
—
0.2
—
—
0.2
Change in pension liabilities, net of tax —
—
—
—
—
0.1
—
0.1
Foreign currency translation adjustments —
—
—
—
—
(34.6 ) —
(34.6 )
Increase in amounts attributable to noncontrolling interest —
—
—
—
—
—
20.1
20.1
September 30, 2019 51,534,119
$ 0.5
1,937.3
3,336.7
(5.7 ) (484.5 ) 73.8
$ 4,858.1

~~(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.

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JONES LANG LASALLE INCORPORATED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,
(in millions) (unaudited) 2020 2019
Cash flows from operating activities:
Net income $ 166.5
261.8
Adjustments to reconcile net income to net cash used in operating activities:

Distributions of earnings from real estate ventures 10.4
12.0
Other adjustments, net 238.8
169.2
Changes in working capital, net (52.6 ) (694.5 )
Net cash provided by (used in) operating activities 363.1
(251.5 )
Cash flows from investing activities:

Net capital additions – property and equipment (112.5 ) (131.1 )
Net investment asset activity (less than wholly-owned) (10.2 ) (67.6 )
Business acquisitions, net of cash acquired 0
(789.2 )
Capital contributions to real estate ventures (63.2 ) (65.6 )
Distributions of capital from real estate ventures 30.5
24.4
Other, net 31.2
35.0
Net cash used in investing activities (124.2 ) (994.1 )
Cash flows from financing activities:

Proceeds from borrowings under credit facility 4,404.0
4,705.0
Repayments of borrowings under credit facility (4,529.0 ) (3,580.0 )
Net (repayments of) proceeds from short-term borrowings (17.1 ) 68.6
Payments of deferred business acquisition obligations and earn-outs (28.9 ) (39.8 )
Repurchase of common stock (50.0 ) 0
Payment of dividends 0
(19.9 )
Other, net (22.8 ) 60.7
Net cash (used in) provided by financing activities (243.8 ) 1,194.6
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash (4.3 ) (9.4 )
Net change in cash, cash equivalents and restricted cash (9.2 ) (60.4 )
Cash, cash equivalents and restricted cash, beginning of the period 652.1
634.2
Cash, cash equivalents and restricted cash, end of the period $ 642.9
573.8
Supplemental disclosure of cash flow information:

Restricted cash, beginning of period $ 200.2
153.3
Restricted cash, end of period 202.9
171.6
Cash paid during the period for:

Interest $ 35.0
36.7
Income taxes, net of refunds 101.6
218.8
Operating leases 142.0
127.7
Non-cash activities:

Business acquisitions (including contingent consideration) $ 0
842.7
Deferred business acquisition obligations 0
6.5


	Nine Months Ended September 30,
(in millions) (unaudited)	2021		2020
Cash flows from operating activities:
Net income	$	538.5	166.5
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	160.3		166.8
Equity earnings	(106.7)		(1.4)
Net (gain) loss on dispositions	(11.3)		1.2
Distributions of earnings from real estate ventures	14.6		10.4
Provision for loss on receivables and other assets	7.5		61.4
Amortization of stock-based compensation	67.8		65.6
Net non-cash mortgage servicing rights and mortgage banking derivative activity	(43.4)		(21.7)
Accretion of interest and amortization of debt issuance costs	3.2		3.9
Other, net	(17.0)		(37.0)
Change in:
Receivables	(80.4)		574.3
Reimbursable receivables and reimbursable payables	(38.3)		96.9
Prepaid expenses and other assets	(151.3)		(49.6)
Deferred tax assets, net	3.8		(53.1)
Accounts payable and accrued liabilities	(271.7)		(60.0)
Accrued Compensation	134.7		(561.1)
Net cash provided by operating activities	210.3		363.1
Cash flows from investing activities:
Net capital additions – property and equipment	(111.6)		(112.5)
Net investment asset activity (less than wholly-owned)	(53.8)		(10.2)

Business acquisitions, net of cash acquired	(22.2)		—

Capital contributions to real estate ventures	(132.3)		(63.2)
Distributions of capital from real estate ventures	39.1		30.5
Other, net	(35.2)		31.2
Net cash used in investing activities	(316.0)		(124.2)
Cash flows from financing activities:

Proceeds from borrowings under credit facility	3,432.0		4,404.0
Repayments of borrowings under credit facility	(3,207.0)		(4,529.0)
Net proceeds from (repayments of) short-term borrowings	60.4		(17.1)
Payments of deferred business acquisition obligations and earn-outs	(58.3)		(28.9)



Repurchase of common stock	(189.5)		(50.0)






Other, net	1.7		(22.8)
Net cash provided by (used in) financing activities	39.3		(243.8)
Effect of currency exchange rate changes on cash, cash equivalents and restricted cash	(17.3)		(4.3)
Net change in cash, cash equivalents and restricted cash	(83.7)		(9.2)
Cash, cash equivalents and restricted cash, beginning of the period	839.8		652.1
Cash, cash equivalents and restricted cash, end of the period	$	756.1	642.9
Supplemental disclosure of cash flow information:
Restricted cash, beginning of period	$	265.5	200.2
Restricted cash, end of period	220.2		202.9
Cash paid during the period for:
Interest	$	24.5	35.0
Income taxes, net of refunds	175.7		101.6
Operating leases	148.2		142.0
Non-cash activities:
Business acquisitions (including contingent consideration)	$	31.3	—
Non-cash consideration received for disposition	23.9		—

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 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 September 30, ~~2020,~~2021, and for the periods ended September 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 nine months ended September 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 September 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.

~~Table of Contents~~

~~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 September 30, 2020, the loan loss guarantee reserve was $45.7 million and was included within Other liabilities on the Condensed 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 September 30,
Nine months ended
September 30,
(in millions) 2020 2019 2020 2019
Revenue excluded from scope of ASC Topic 606 $ 72.0
74.3
$ 174.7
137.6


	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2021		2020	2021		2020
Revenue excluded from scope of ASC Topic 606	$	102.3	72.0	$	235.9	174.7

Contract assets and liabilities - Our contract assets, net of allowance, are included in Short-term contract assets and Other assets and our contract liabilities are included in Short-term contract liabilities and deferred income on our Condensed Consolidated Balance Sheets. The majority of contract liabilities are recognized as revenue within 90 days. Such contract assets and liabilities are presented below.

~~Table of Contents~~

(in millions) September 30, 2020 December 31, 2019
Contract assets, gross $ 389.8
419.3
Contract asset allowance (3.2 ) 0
Contract assets, net $ 386.6
419.3

Contract liabilities $ 85.7
87.7


(in millions)	September 30, 2021		December 31, 2020
Contract assets, gross	$	402.8	347.8
Contract asset allowance	(2.5)		(2.1)
Contract assets, net	$	400.3	345.7

Contract liabilities	$	105.0	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 September 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.

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.

Segment income does not include (i) restructuring and acquisition charges, (ii) interest expense, net of interest income, (iii) other income, and (iv) provision for income tax, which are otherwise included in Net income on the Consolidated Statements of Comprehensive Income.

The Chief Operating Decision Maker of JLL measures and evaluates the segment results based on Segment income for purposes of making decisions about allocating resources and assessing performance. ~~As of September 30, 2020, we define the Chief Operating Decision Maker collectively as our Global Executive Board, which comprises the following:~~



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

Table of Contents

Summarized financial information by business segment is as follows.


	Three Months Ended September 30,				Nine Months Ended September 30,						Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2020			2019	2020			2019		(in millions)	2021		2020	2021		2020
Americas										Americas
Leasing	$	325.2		472.7	$	1,022.2		1,354.3		Leasing	$	594.6	325.2	$	1,442.5	1,022.2
Capital Markets	190.8			323.2	579.0			553.1		Capital Markets	421.2		190.8	934.1		579.0
Property & Facility Management	1,433.3			1,386.3	4,331.6			4,119.2		Property & Facility Management	1,564.8		1,433.3	4,576.8		4,331.6
Project & Development Services	336.2			406.0	917.9			1,091.5		Project & Development Services	389.2		336.2	962.0		917.9
Advisory, Consulting and Other	95.3			99.4	282.2			283.2		Advisory, Consulting and Other	113.4		95.3	313.2		282.2
Revenue	$	2,380.8		2,687.6	$	7,132.9		7,401.3		Revenue	$	3,083.2	2,380.8	$	8,228.6	7,132.9
Depreciation and amortization	$	36.4		35.3	$	112.9		88.9		Depreciation and amortization	$	33.2	36.4	$	100.6	112.9

Equity earnings	$	4.8		1.5	$	20.4		1.6		Equity earnings	$	7.6	4.8	$	58.6	20.4
Segment income	$	140.0		177.9	$	277.1		359.1		Segment income	$	285.6	140.0	$	637.2	277.1

EMEA										EMEA
Leasing	$	58.5		72.2	$	153.3		190.3		Leasing	$	80.6	58.5	$	209.0	153.3
Capital Markets	73.3			106.2	196.5			248.7		Capital Markets	110.4		73.3	284.0		196.5
Property & Facility Management	348.7			387.1	1,044.2			1,137.0		Property & Facility Management	368.5		348.7	1,074.5		1,044.2
Project & Development Services	190.8			234.2	558.3			633.9		Project & Development Services	207.2		190.8	595.7		558.3
Advisory, Consulting and Other	72.5			62.9	173.6			194.4		Advisory, Consulting and Other	63.3		72.5	192.8		173.6
Revenue	$	743.8		862.6	$	2,125.9		2,404.3		Revenue	$	830.0	743.8	$	2,356.0	2,125.9
Depreciation and amortization	$	9.8		10.1	$	28.0		32.7		Depreciation and amortization	$	10.3	9.8	$	32.2	28.0
Equity earnings (losses)	$	0.8		0	$	0.8		(1.0	)
Segment income (loss)	$	(1.9	)	13.8	$	(55.8	)	(17.9	)

Equity earnings										Equity earnings	$	—	0.8	$	—	0.8
Segment loss										Segment loss	$	(10.3)	(1.9)	$	(45.8)	(55.8)

Asia Pacific										Asia Pacific
Leasing	$	46.6		59.4	$	105.8		161.5		Leasing	$	63.6	46.6	$	147.7	105.8
Capital Markets	20.4			50.6	66.1			128.2		Capital Markets	43.4		20.4	125.7		66.1
Property & Facility Management	521.3			539.4	1,568.5			1,630.6		Property & Facility Management	567.3		521.3	1,729.9		1,568.5
Project & Development Services	104.5			145.7	296.5			393.9		Project & Development Services	111.5		104.5	319.7		296.5
Advisory, Consulting and Other	50.4			38.7	133.7			123.5		Advisory, Consulting and Other	60.4		50.4	176.9		133.7
Revenue	$	743.2		833.8	$	2,170.6		2,437.7		Revenue	$	846.2	743.2	$	2,499.9	2,170.6
Depreciation and amortization	$	6.9		6.5	$	20.5		19.3		Depreciation and amortization	$	7.5	6.9	$	22.4	20.5

Equity earnings	$	0.9		0.7	$	0.7		1.4		Equity earnings	$	1.4	0.9	$	3.4	0.7
Segment income	$	35.8		31.5	$	57.4		59.5		Segment income	$	20.9	35.8	$	75.2	57.4

LaSalle										LaSalle
Advisory fees	$	84.6		79.9	$	251.1		237.0		Advisory fees	$	97.3	84.6	$	270.4	251.1
Transaction fees & other	17.7			14.2	36.1			43.7		Transaction fees & other	10.2		17.7	28.9		36.1
Incentive fees	8.0			17.5	27.9			58.7		Incentive fees	22.3		8.0	37.5		27.9
Revenue	$	110.3		111.6	$	315.1		339.4		Revenue	$	129.8	110.3	$	336.8	315.1
Depreciation and amortization	$	1.8		1.7	$	5.4		4.7		Depreciation and amortization	$	1.8	1.8	$	5.1	5.4

Equity earnings (losses)	$	8.5		14.9	$	(20.5	)	30.3		Equity earnings (losses)	$	8.4	8.5	$	44.7	(20.5)
Segment income	$	29.5		35.5	$	28.8		93.0		Segment income	$	29.7	29.5	$	88.9	28.8

Table of Contents

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


	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2021		2020	2021		2020
Segment income - Americas	$	285.6	140.0	$	637.2	277.1
Segment loss - EMEA	(10.3)		(1.9)	(45.8)		(55.8)
Segment income - APAC	20.9		35.8	75.2		57.4
Segment income - LaSalle	29.7		29.5	88.9		28.8

Less: Equity earnings	(17.4)		(15.0)	(106.7)		(1.4)
Add: Restructuring and acquisition charges	(15.6)		(33.5)	(50.9)		(75.8)
Operating income	$	292.9	154.9	$	597.9	230.3

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2020 2019 2020 2019
Segment income - Americas $ 140.0
177.9
$ 277.1
359.1
Segment income (loss) - EMEA (1.9 ) 13.8
(55.8 ) (17.9 )
Segment income - APAC 35.8
31.5
57.4
59.5
Segment income - LaSalle 29.5
35.5
28.8
93.0
Less: Equity earnings (15.0 ) (17.1 ) (1.4 ) (32.3 )
Add: Restructuring and acquisition charges (33.5 ) (70.0 ) (75.8 ) (114.3 )
Operating income $ 154.9
171.6
$ 230.3
347.1

5.BUSINESS COMBINATIONS, GOODWILL AND OTHER INTANGIBLE ASSETS


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

~~2020~~2021 Business Combinations Activity

During the nine months ended September 30, ~~2020,~~2021, we completed ~~no new~~one strategic acquisition, expanding our capabilities and increasing our presence in key regional markets. This strategic acquisition is presented below.


Acquired Company	Quarter of Acquisition	Country	Primary Service Line

Skyline AI (Skyline)	Q3	Israel	Capital Markets

Aggregate terms of our acquisitions included: (1) cash paid at closing of $22.2 million (net of $6.7 million in cash acquired) and (2) contingent earn-out consideration of $31.3 million which we will pay upon satisfaction of certain performance conditions and which we have initially recorded at their respective acquisition date fair value.

A preliminary allocation of purchase consideration resulted in goodwill of $35.3 million, identifiable intangibles of $19.5 million and other net liabilities (assumed liabilities less acquired assets) of $1.3 million. As of September 30, 2021, we have not completed our analysis to assign fair values to all of the identifiable intangible and tangible assets acquired and, therefore, we may further refine the purchase price allocations for our 2021 acquisitions during their open measurement periods.

During the nine months ended September 30, 2021, we paid ~~$58.5~~$82.5 million for deferred business acquisition and earn-out obligations for acquisitions completed in prior years.

~~2019~~2020 Business Combinations Activity

During the ~~nine months~~year ended ~~September 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 September 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)	September 30, 2020		December 31, 2019		($ in millions)	September 30, 2021		December 31, 2020
Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria	42		44		Number of acquisitions with earn-out payments subject to the achievement of certain performance criteria	21		35
Maximum earn-out payments (undiscounted)	$	221.3	$	268.9	Maximum earn-out payments (undiscounted)	$	119.1	$	199.2
Short-term earn-out liabilities (fair value)¹	77.0		53.9
Long-term earn-out liabilities (fair value)¹	18.0		94.5
Short-term earn-out liabilities (fair value)(1)					Short-term earn-out liabilities (fair value)(1)	25.2		77.2
Long-term earn-out liabilities (fair value)(1)					Long-term earn-out liabilities (fair value)(1)	20.2		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.

Table of Contents

Goodwill and Other Intangible Assets

Goodwill and unamortized intangibles as of September 30, ~~2020~~2021 consisted of: (1) goodwill of ~~$4,164.0~~$4,212.1 million, (2) identifiable intangibles of ~~$601.9~~$629.1 million amortized over their remaining finite useful lives, and (3) ~~$52.0~~$51.5 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.

During the three months ended September 30, 2020, as part of our annual impairment test of goodwill, we have considered qualitative and quantitative factors and determined it is not more-likely-than-not that the fair value of our Americas, Asia Pacific, and LaSalle reporting units are less than their carrying values. With respect to our EMEA reporting unit reporting, we performed step 1 of the goodwill impairment analysis which indicated the estimated fair value exceeded the carrying value by over 20%. 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 estimated future cash flows.

~~Table of Contents~~

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
Additions, net of adjustments	35.3		—	—	—	35.3
Dispositions	(11.0)		(0.7)	—	—	(11.7)
Impact of exchange rate movements	0.1		(26.8)	(9.1)	(0.4)	(36.2)
Balance as of September 30, 2021	$	2,902.4	932.2	320.1	57.4	$	4,212.1

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
(0.7 ) 0
0
(0.7 )
Impact of exchange rate movements (1.1 ) (4.7 ) 2.6
(0.3 ) (3.5 )
Balance as of September 30, 2020 $ 2,876.5
910.5
320.2
56.8
$ 4,164.0

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 1,392.9
1.6
0
35.5
1,430.0
Dispositions 0
(0.9 ) 0
0
(0.9 )
Impact of exchange rate movements 0.3
(37.6 ) (4.6 ) (1.8 ) (43.7 )
Balance as of September 30, 2019 $ 2,845.2
869.9
312.2
55.9
$ 4,083.2


	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	(1.1)		(4.7)	2.6	(0.3)	(3.5)
Balance as of September 30, 2020	$	2,876.5	910.5	320.2	56.8	$	4,164.0

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)	95.5		15.7	3.8	—	—	115.0
Adjustment for fully amortized intangibles	(36.2)		(11.4)	(29.9)	(4.7)	—	(82.2)

Impact of exchange rate movements	—		—	(0.7)	(1.1)	(2.5)	(4.3)
Balance as of September 30, 2021	$	631.4	270.1	28.9	17.8	55.4	$	1,003.6

Accumulated Amortization
Balance as of December 31, 2020	$	(147.8)	(94.1)	(39.5)	(8.6)	(5.3)	$	(295.3)
Amortization, net (2)	(71.9)		(31.1)	(5.3)	(1.0)	(1.3)	(110.6)
Adjustment for fully amortized intangibles	36.2		11.4	29.9	4.7	—	82.2

Impact of exchange rate movements	—		—	0.4	0.3	—	0.7
Balance as of September 30, 2021	$	(183.5)	(113.8)	(14.5)	(4.6)	(6.6)	$	(323.0)

Net book value as of September 30, 2021	$	447.9	156.3	14.4	13.2	48.8	$	680.6

(1) Included in this amount for MSRs was $15.4 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.

Table of Contents


	MSRs			Other Intangibles												MSRs		Other Intangibles
(in millions)	Americas			Americas		EMEA		Asia Pacific		LaSalle		Consolidated			(in millions)	Americas		Americas	EMEA	Asia Pacific	LaSalle	Consolidated
Gross Carrying Amount															Gross Carrying Amount
Balance as of December 31, 2019	$	480.4		285.7		55.9		21.4		54.0		$	897.4		Balance as of December 31, 2019	$	480.4	285.7	55.9	21.4	54.0	$	897.4
Additions, net of adjustments ⁽¹⁾	77.9			0		0		0.5		0		78.4			Additions, net of adjustments (1)	77.9		—	—	0.5	—	78.4
Adjustment for fully amortized intangibles	(30.9		)	(14.1	)	(0.4	)	0		0		(45.4		)	Adjustment for fully amortized intangibles	(30.9)		(14.1)	(0.4)	—	—	(45.4)

Impact of exchange rate movements	0			(0.2	)	(1.5	)	0.3		1.9		0.5			Impact of exchange rate movements	—		(0.2)	(1.5)	0.3	1.9	0.5
Balance as of September 30, 2020	$	527.4		271.4		54.0		22.2		55.9		$	930.9		Balance as of September 30, 2020	$	527.4	271.4	54.0	22.2	55.9	$	930.9

Accumulated Amortization															Accumulated Amortization
Balance as of December 31, 2019	$	(104.0	)	(68.3	)	(33.1	)	(6.7	)	(2.7	)	$	(214.8	)	Balance as of December 31, 2019	$	(104.0)	(68.3)	(33.1)	(6.7)	(2.7)	$	(214.8)
Amortization, net ⁽²⁾	(65.5		)	(35.0	)	(5.2	)	(1.1	)	(2.0	)	(108.8		)	Amortization, net (2)	(65.5)		(35.0)	(5.2)	(1.1)	(2.0)	(108.8)
Adjustment for fully amortized intangibles	30.9			14.1		0.4		0		0		45.4			Adjustment for fully amortized intangibles	30.9		14.1	0.4	—	—	45.4

Impact of exchange rate movements	0			0.4		0.9		(0.1	)	0		1.2			Impact of exchange rate movements	—		0.4	0.9	(0.1)	—	1.2
Balance as of September 30, 2020	$	(138.6	)	(88.8	)	(37.0	)	(7.9	)	(4.7	)	$	(277.0	)	Balance as of September 30, 2020	$	(138.6)	(88.8)	(37.0)	(7.9)	(4.7)	$	(277.0)

Net book value as of September 30, 2020	$	388.8		182.6		17.0		14.3		51.2		$	653.9		Net book value as of September 30, 2020	$	388.8	182.6	17.0	14.3	51.2	$	653.9

(1) Included in this amount for MSRs was (i) $15.3 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) $1.9 million relating to ~~a net~~an impairment valuation allowance.

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

~~Table of Contents~~

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⁾
208.3
194.5
0
0
10.3
413.1
Adjustment for fully amortized intangibles (21.8 ) (0.7 ) (22.1 ) (2.0 ) 0
(46.6 )
Impairments 0
(0.5 ) 0
0
0
(0.5 )
Impact of exchange rate movements 0
0
(2.8 ) (0.8 ) (1.6 ) (5.2 )
Balance as of September 30, 2019 $ 452.7
283.3
58.2
20.7
52.6
$ 867.5

Accumulated Amortization

Balance as of December 31, 2018 $ (72.4 ) (38.8 ) (51.8 ) (6.8 ) 0
$ (169.8 )
Amortization, net⁽²⁾
(41.6 ) (18.9 ) (7.5 ) (1.6 ) (2.0 ) (71.6 )
Adjustment for fully amortized intangibles 21.8
0.7
22.1
2.0
0
46.6
Impairments 0
0.5
0
0
0
0.5
Impact of exchange rate movements 0
0
2.2
0.2
0
2.4
Balance as of September 30, 2019 $ (92.2 ) (56.5 ) (35.0 ) (6.2 ) (2.0 ) $ (191.9 )

Net book value as of September 30, 2019 $ 360.5
226.8
23.2
14.5
50.6
$ 675.6

(1) Included in this amount for MSRs was $10.6 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.

~~The remaining estimated future amortization expense of MSRs and other identifiable intangible assets, by year, as of September 30, 2020, is presented in the following table.~~

(in millions) MSRs Other Intangibles Total
2020 (remaining 3 months) $ 17.2
16.0
$ 33.2
2021 66.2
48.6
114.8
2022 59.3
42.9
102.2
2023 53.0
40.5
93.5
2024 45.4
36.2
81.6
2025 37.7
18.9
56.6
Thereafter 110.0
10.0
120.0
Total $ 388.8
213.1
$ 601.9

6.INVESTMENTS IN REAL ESTATE VENTURES

~~Table of Contents~~


6.	~~INVESTMENTS IN REAL ESTATE VENTURES~~

As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had Investments in real estate ventures of ~~$389.6~~$646.6 million and ~~$404.2~~$430.8 million, respectively.

Approximately 90% of our investments, as of September 30, ~~2020,~~2021, are primarily (i) direct investments in 4850 separate property or commingled funds, where we co-invest alongside our clients and for which we also have an advisory agreement and (ii) investments by JLL ~~Spark~~Technologies in ~~property-technology funds and~~ early-stage proptech companies. The remaining 10% of our Investments in real estate ventures, as of September 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 ~~$338.8~~$315.9 million as of September 30, ~~2020.~~2021. Of this amount, while we remain contractually obligated, we do not expect a call on the ~~$60.4~~$60.3 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.

Table of Contents

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

(in millions) September 30, 2020 December 31, 2019
Property and equipment, net $ 132.9
126.3
Investments in real estate ventures 9.2
13.2
Other assets 9.6
14.3
Total assets $ 151.7
153.8
Other current liabilities $ 2.6
3.2
Mortgage indebtedness (included in Other liabilities) 71.3
69.7
Total liabilities 73.9
72.9
Members' equity (included in Noncontrolling interest) 77.8
80.9
Total liabilities and members' equity $ 151.7
153.8


(in millions)	September 30, 2021		December 31, 2020
Property and equipment, net	$	168.5	117.4
Investments in real estate ventures	9.8		9.0
Other assets	12.3		21.0
Total assets	$	190.6	147.4
Other current liabilities	$	1.9	1.9
Mortgage indebtedness (included in Other liabilities)	96.2		60.3
Total liabilities	98.1		62.2
Members' equity (included in Noncontrolling interest)	92.5		85.2
Total liabilities and members' equity	$	190.6	147.4

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2020 2019 2020 2019
Revenue $ 3.6
1.9
$ 10.8
4.9
Operating and other expenses (3.7 ) (2.1 ) (11.9 ) (5.3 )
Net gains on sale of investments¹
3.1
0
15.3
0
Net income (loss) $ 3.0
(0.2 ) $ 14.2
(0.4 )


	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2021		2020	2021		2020
Revenue	$	3.4	3.6	$	8.9	10.8
Operating and other expenses	(4.3)		(3.7)	(11.0)		(11.9)
Net gains on sale of investments(1)	—		3.1	—		15.3
Net (loss) income	$	(0.9)	3.0	$	(2.1)	14.2

(1) $12.2 million of the 2020 year-to-date gain iswas included in Equity earnings; the remaining $3.1 million iswas included in Other income.

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.

~~Table of Contents~~

Impairment

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

Fair Value

We report a majority of our investments in real estate ventures at fair value. For such investments, we increase or decrease our investment each reporting period by the change in the fair value and we report these fair value adjustments in our Condensed Consolidated Statements of Comprehensive Income within Equity earnings. The table below shows the movement in our investments in real estate ventures reported at fair value.

(in millions) 2020 2019
Fair value investments as of January 1, $ 328.6
247.3
Investments 36.8
67.1
Distributions (58.8 ) (39.2 )
Change in fair value, net (9.1 ) 29.8
Foreign currency translation adjustments, net 1.5
(0.8 )
Fair value investments as of September 30, $ 299.0
304.2


(in millions)	2021		2020
Fair value investments as of January 1,	$	340.3	328.6
Investments	148.9		36.8
Distributions	(46.6)		(58.8)
Change in fair value, net	100.8		(9.1)
Foreign currency translation adjustments, net	(5.7)		1.5
Fair value investments as of September 30,	$	537.7	299.0

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

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7.STOCK-BASED COMPENSATION


7.	~~STOCK-BASED COMPENSATION~~

Stock Unit Awards

Restricted stock unit ("RSU") and performance stock unit ("PSU") awards activity is presented in the following tables.

RSU Shares
(in 000's) PSU Shares
(in 000's) Total Shares
(in 000's) Weighted Average
Grant Date
Fair Value Weighted Average
Remaining
Contractual Life
(in years)
Unvested as of June 30, 2020 1,343.2
558.8
1,902.0
$ 137.93
2.01
Granted 11.2
4.4
15.6
107.51

Vested (213.5 ) 0
(213.5 ) 140.38

Forfeited (13.0 ) (4.5 ) (17.5 ) 134.03

Unvested as of September 30, 2020 1,127.9
558.7
1,686.6
$ 137.49
1.85

Unvested as of June 30, 2019 436.7
259.6
696.3
$ 144.17
2.25
Granted 1,130.1
0
1,130.1
141.14

Vested (45.8 ) 0
(45.8 ) 122.48

Forfeited (8.1 ) 0
(8.1 ) 138.96

Unvested as of September 30, 2019 1,512.9
259.6
1,772.5
$ 142.82
2.59

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 173.1
276.4
449.5
114.19

Vested (548.4 ) 0
(548.4 ) 137.92

Forfeited (29.1 ) (4.5 ) (33.6 ) 136.96

Unvested as of September 30, 2020 1,127.9
558.7
1,686.6
$ 137.49
1.85

Unvested as of December 31, 2018 559.6
93.1
652.7
$ 131.32
2.02
Granted 1,243.4
166.9
1,410.3
149.22

Vested (268.3 ) 0
(268.3 ) 116.25

Forfeited (21.8 ) (0.4 ) (22.2 ) 134.54

Unvested as of September 30, 2019 1,512.9
259.6
1,772.5
$ 142.82
2.59


	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 June 30, 2021	1,118.1	545.2	1,663.3	$	144.01	1.92
Granted	23.7	58.8	82.5	205.50
Vested	(199.6)	—	(199.6)	141.21
Forfeited	(6.9)	(9.4)	(16.3)	145.07
Unvested as of September 30, 2021	935.3	594.6	1,529.9	$	147.75	1.96

Unvested as of June 30, 2020	1,343.2	558.8	1,902.0	$	137.93	2.01
Granted	11.2	4.4	15.6	107.51
Vested	(213.5)	—	(213.5)	140.38
Forfeited	(13.0)	(4.5)	(17.5)	134.03
Unvested as of September 30, 2020	1,127.9	558.7	1,686.6	$	137.49	1.85


	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	280.8	166.0	446.8	184.71
Vested	(417.8)	(79.0)	(496.8)	146.76
Forfeited	(23.9)	(23.9)	(47.8)	140.66
Unvested as of September 30, 2021	935.3	594.6	1,529.9	$	147.75	1.96

Unvested as of December 31, 2019	1,532.3	286.8	1,819.1	$	141.51	2.39
Granted	173.1	276.4	449.5	114.19
Vested	(548.4)	—	(548.4)	137.92
Forfeited	(29.1)	(4.5)	(33.6)	136.96
Unvested as of September 30, 2020	1,127.9	558.7	1,686.6	$	137.49	1.85

As of September 30, ~~2020,~~2021, we had ~~$84.3~~$105.1 million of unamortized deferred compensation related to unvested RSUs and PSUs, which we anticipate recognizing over varying periods into ~~2024; $41.5~~2026; $12.9 million relates to the awards issued in conjunction with the HFF acquisition.

~~Table of Contents~~8.FAIR VALUE MEASUREMENTS


8.	~~FAIR VALUE MEASUREMENTS~~

We measure certain assets and liabilities in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants on the measurement date. In addition, it establishes a framework for measuring fair value according to the following three-tier fair value hierarchy:

•Level 1 - Quoted prices for identical assets or liabilities in active markets accessible as of the measurement date;

•Level 2 - Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and

•Level 3 - Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

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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 ~~$686.1~~$692.9 million and ~~$685.9~~$723.7 million as of September 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 ~~$682.9~~$678.6 million and ~~$664.6~~$702.0 million as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, and included debt issuance costs of ~~$2.7~~$2.0 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 September 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 September 30, 2021 and December 31, ~~2019,~~2020, investments in real estate ventures at fair value using NAV were ~~$192.4~~$245.3 million and ~~$224.8~~$203.8 million, respectively. As these investments are not required to be classified in the fair value hierarchy, they have been excluded from the following table.

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Recurring Fair Value Measurements

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

September 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 $ 56.4
0
50.2
69.4
0
34.4
Foreign currency forward contracts receivable 0
3.2
0
0
10.5
0
Warehouse receivables 0
1,750.6
0
0
527.1
0
Deferred compensation plan assets 0
410.7
0
0
349.9
0
Mortgage banking derivative assets 0
0
87.0
0
0
36.1
Total assets at fair value $ 56.4
2,164.5
137.2
69.4
887.5
70.5
Liabilities
Foreign currency forward contracts payable 0
10.5
0
0
4.4
0
Deferred compensation plan liabilities 0
388.4
0
0
346.1
0
Earn-out liabilities 0
0
95.0
0
0
148.5
Mortgage banking derivative liabilities 0
0
80.8
0
0
25.9
Total liabilities at fair value $ 0
398.9
175.8
0
350.5
174.4


	September 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	$	84.7	—	207.7	77.2	—	59.3
Foreign currency forward contracts receivable	—		7.3	—	—	13.1	—
Warehouse receivables	—		2,293.5	—	—	1,529.2	—
Deferred compensation plan assets	—		522.2	—	—	446.3	—
Mortgage banking derivative assets	—		—	71.7	—	—	87.1
Total assets at fair value	$	84.7	2,823.0	279.4	77.2	1,988.6	146.4
Liabilities
Foreign currency forward contracts payable	$	—	17.2	—	—	3.4	—
Deferred compensation plan liabilities	—		499.9	—	—	427.6	—
Earn-out liabilities	—		—	45.4	—	—	85.7
Mortgage banking derivative liabilities	—		—	38.0	—	—	73.4
Total liabilities at fair value	$	—	517.1	83.4	—	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 September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, these contracts had a gross notional value of ~~$2.03~~$2.10 billion ($~~1.05~~1.25 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 nine months ended September 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 ~~$3.2~~$7.3 million asset as of September 30, ~~2020,~~2021, was composed of gross contracts with receivable positions of ~~$3.4~~$8.7 million and payable positions of ~~$0.2~~$1.4 million. The ~~$10.5~~$17.2 million liability as of September 30, 2020, was composed of gross contracts with receivable positions of $1.9 million and payable positions of $12.4 million. As of December 31, 2019, the $10.5 million asset was composed of gross contracts with receivable positions of $10.6 million and payable positions of $0.1 million. The $4.4 million liability as of December 31, 2019,2021, was composed of gross contracts with receivable positions of $0.8 million and payable positions of ~~$5.2~~$18.0 million. As of December 31, 2020, the $13.1 million asset was composed of gross contracts with receivable positions of $13.5 million and payable positions of $0.4 million. The $3.4 million liability as of December 31, 2020, was composed of gross contracts with receivable positions of $2.7 million and payable positions of $6.1 million.

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Warehouse Receivables

As of September 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 September 30, ~~2020,~~2021, as Deferred compensation plan assets of ~~$410.7~~$522.2 million, long-term deferred compensation plan liabilities of ~~$388.4~~$499.9 million, included in Deferred compensation, and as a reduction of equity, Shares held in trust, of ~~$5.6~~$5.2 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.

~~Table of Contents~~

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 June 30, 2020 Net change in fair value
Foreign CTA¹
Purchases / Additions Settlements Balance as of September 30, 2020
Investments in real estate ventures $ 44.3
4.3
0
1.6
0
$ 50.2
Mortgage banking derivative assets and liabilities, net (5.5 ) (2.6 ) 0
48.2
(33.9 ) 6.2
Earn-out liabilities 97.8
(0.6 ) 0.7
0
(2.9 ) 95.0


	Balance as of June 30, 2019			Net change in fair value		Foreign CTA¹		Purchases / Additions	Settlements		Balance as of September 30, 2019			Balance as of June 30, 2021		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Balance as of September 30, 2021
Investments in real estate ventures	$	20.0		0.8		0		6.5	(0.8	)	$	26.5	Investments in real estate ventures	$	181.6	6.1	0.3	19.7	—	$	207.7
Mortgage banking derivative assets and liabilities, net	(1.3		)	(7.1	)	0		45.3	(9.9	)	27.0		Mortgage banking derivative assets and liabilities, net	12.6		7.3	—	57.8	(44.0)	33.7
Earn-out liabilities	180.3			0.7		(2.4	)	0	(4.8	)	173.8		Earn-out liabilities	18.0		—	0.3	27.5	(0.4)	45.4


													Balance as of June 30, 2020		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Balance as of September 30, 2020
(in millions)	Balance as of December 31, 2019		Net change in fair value		Foreign CTA¹		Purchases / Additions	Settlements		Balance as of September 30, 2020
Investments in real estate ventures	$	34.4	6.8		0		9.0	0		$	50.2	Investments in real estate ventures	$	44.3	4.3	—	1.6	—	$	50.2
Mortgage banking derivative assets and liabilities, net	10.2		(93.2	)	0		112.9	(23.7	)	6.2		Mortgage banking derivative assets and liabilities, net	(5.5)		(2.6)	—	48.2	(33.9)	6.2
Earn-out liabilities	148.5		(8.2	)	(0.2	)	0	(45.1	)	95.0		Earn-out liabilities	97.8		(0.6)	0.7	—	(2.9)	95.0

(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
0.8
0
15.0
(0.8 ) $ 26.5
Mortgage banking derivative assets and liabilities, net 6.3
(28.8 ) 0
77.8
(28.3 ) 27.0
Earn-out liabilities 192.0
20.7
(2.6 ) 1.5
(37.8 ) 173.8

¹Table of Contents


(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 September 30, 2021
Investments in real estate ventures	$	59.3	44.2	0.3	105.9	(0.1)	(1.9)	$	207.7
Mortgage banking derivative assets and liabilities, net	13.7		18.6	—	128.5	(127.1)	—	33.7
Earn-out liabilities	85.7		1.0	—	31.3	(72.6)	—	45.4


(in millions)	Balance as of December 31, 2019		Net change in fair value	Foreign CTA(1)	Purchases / Additions	Settlements	Balance as of September 30, 2020
Investments in real estate ventures	$	34.4	6.8	—	9.0	—	$	50.2
Mortgage banking derivative assets and liabilities, net	10.2		(93.2)	—	112.9	(23.7)	6.2
Earn-out liabilities	148.5		(8.2)	(0.2)	—	(45.1)	95.0

(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
Other current assets - Mortgage banking derivative assets			Revenue before reimbursements
Other current liabilities - Mortgage banking derivative liabilities			Revenue before reimbursements

~~Table of Contents~~

Non-Recurring Fair Value Measurements

We review our investments in real estate ventures, except those investments otherwise reported at fair value, on a quarterly basis, or as otherwise deemed necessary, for indications of whether we may be unable to recover the carrying value of our investments and whether such investments are other-than-temporarily impaired. When the carrying amount of the investment is in excess of the estimated future undiscounted cash flows, we use a discounted cash flow approach or other acceptable method to determine the fair value of the investment in computing the amount of the impairment. Our determination of fair value primarily relies on Level 3 inputs. We did not recognize any significant investment-level impairment losses during either of the ~~three or~~ nine months ended September 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.

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9.	~~DEBT~~

9.DEBT

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

(in millions) September 30, 2020 December 31, 2019
Short-term borrowings:
Local overdraft facilities $ 12.2
44.8
Other short-term borrowings 94.2
75.3
Total short-term borrowings $ 106.4
120.1
Credit facility, net of debt issuance costs of $9.6 and $12.3 390.4
512.7
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $0.8 and $1.2 274.2
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 $0.9 204.4
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 $1.0 204.3
195.4
Total debt $ 1,179.7
1,297.4


($ in millions)	September 30, 2021		December 31, 2020
Short-term borrowings:
Local overdraft facilities	$	13.0	12.0
Other short-term borrowings	104.6		50.0
Total short-term borrowings	$	117.6	62.0
Credit facility, net of debt issuance costs of $12.8 and $8.7	212.2		(8.7)
Long-term senior notes, 4.4%, face amount of $275.0, due November 2022, net of debt issuance costs of $0.3 and $0.8	274.7		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	202.0		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	201.9		213.9
Total debt	$	1,008.4	755.3

Credit Facility

We have a $2.75 billion unsecured revolving credit facility (the "Facility") that matures on ~~May 17, 2023.~~to April 14, 2026. Pricing on the Facility ranges from LIBOR plus 0.875% to 1.35%, with pricing as of September 30, ~~2020,~~2021, at LIBOR plus 0.95%. In addition to outstanding borrowings under the Facility presented in the above table, we had outstanding letters of credit under the Facility of $0.7 million ~~and $0.8 million~~ as of both September 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

The following tables provides additional information on our Facility.

Three Months Ended September 30,
Nine Months Ended
September 30,
($ in millions) 2020 2019 2020 2019
Average outstanding borrowings under the Facility $ 758.9
1,408.5
$ 1,014.3
763.9
Effective interest rate on the Facility 1.1 % 3.1 % 1.6 % 3.2 %


	Three Months Ended September 30,					Nine Months Ended September 30,
($ in millions)	2021			2020		2021			2020
Average outstanding borrowings under the Facility	$	497.1		758.9		$	432.5		1,014.3
Effective interest rate on the Facility	1.0		%	1.1	%	1.0		%	1.6	%

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 ~~$85.9~~$57.0 million under local overdraft facilities. Amounts outstanding are presented in the debt table above.

As of September 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.

~~Table of Contents~~

Covenants

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

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Warehouse Facilities

September 30, 2020 December 31, 2019
($ in millions) Outstanding Balance Maximum Capacity Outstanding Balance Maximum Capacity
Warehouse Facilities:
LIBOR plus 1.15%, October 21, 2020¹
$ 300.2
375.0
104.4
375.0
LIBOR plus 1.40%, expires September 18, 2021²
1,016.0
1,200.0
184.8
775.0
LIBOR plus 1.40%, expires August 27, 2021³
85.1
200.0
11.4
100.0
Fannie Mae ASAP⁴program, LIBOR plus 1.15%
84.3
n/a
53.6
n/a
LIBOR plus 1.25%⁵
239.2
500.0
151.6
1,000.0
LIBOR plus 1.25% 0
0
11.0
175.0
Gross warehouse facilities 1,724.8
2,275.0
516.8
2,425.0
Debt issuance costs (1.0 ) n/a
(0.9 ) n/a
Total warehouse facilities $ 1,723.8
2,275.0
515.9
2,425.0


	September 30, 2021			December 31, 2020
($ in millions)	Outstanding Balance		Maximum Capacity	Outstanding Balance	Maximum Capacity
Warehouse Facilities:
LIBOR plus 1.30%, expires November 15, 2021(1)	$	414.4	700.0	144.4	400.0
LIBOR plus 1.30%, expires September 16, 2022(2)	1,658.3		2,000.0	768.9	1,600.0
LIBOR plus 1.30%, expires August 27, 2022(3)	194.8		300.0	195.9	900.0
LIBOR plus 1.60%, expires July 30, 2022(4)	—		400.0	—	—
Fannie Mae ASAP(5) program, SOFR plus 1.25%(6)	—		n/a	128.8	n/a
LIBOR plus 1.50%	—		—	261.6	300.0

Gross warehouse facilities	2,267.5		3,400.0	1,499.6	3,200.0
Debt issuance costs	(1.2)		n/a	(1.2)	n/a
Total warehouse facilities	$	2,266.3	3,400.0	1,498.4	3,200.0

¹(1) In the third quarter of ~~2020,~~2021, JLL extended the Warehouse facility; previously, the facility had a maturity date of September ~~21, 2020.~~20, 2021. In ~~October 2020,~~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 third quarter of 2021, JLL extended the Warehouse facility ~~to September 20, 2021~~ with a temporary increase to the maximum capacity; previously the facility had a maturity date of September 18, 2021 and a temporary maximum capacity of ~~$400~~$1,600.0 million which expired on January 31, 2021 and ~~an increase~~thereafter reverted to its original contractual amount. 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 ~~(to~~of LIBOR plus 1.40%).

²(3) In the third quarter of ~~2020,~~2021, JLL extended the Warehouse facility with an increase to the ~~interest rate; previously, the facility had a maturity date of September 19, 2020 and an interest rate of LIBOR plus 1.15%.~~

³~~In the third quarter of 2020, JLL extended the Warehouse facility with an increase to the interest rate;~~maximum capacity; previously, the facility had a maturity date of August ~~31, 2020~~27, 2021 and a temporary maximum capacity of $900.0 million which expired on January 6, 2021 and thereafter reverted to its original contractual amount. 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%.

(4) In the third quarter of 2021, JLL added a new secured borrowing for $400.0 million under a master repurchase agreement that is scheduled to expire on July 30, 2022. Advances are made at 100% of the loan balance and borrowings are secured by the related warehouse receivables and bear interest at LIBOR plus 1.60%.

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

(6) 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%.

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

⁵ ~~In the third quarter of 2020, the maximum capacity was reduced from $1.0 billion to $500 million.~~

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 September 30, ~~2020.~~

2021.

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10.COMMITMENTS AND CONTINGENCIES


~~10.~~	~~COMMITMENTS AND CONTINGENCIES~~

We are a defendant in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount.

Professional Indemnity Insurance

When a potential loss event occurs, we estimate the ultimate cost of the claim and accrue the amount in Other current and long-term liabilities on our Condensed Consolidated Balance Sheets when probable and estimable. In addition, we have established receivables from third-party insurance providers for claim amounts in excess of the risk retained by our captive insurance company. In total, these receivables were ~~$41.0~~$22.5 million and ~~$37.7~~$44.0 million as of September 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	1.5
Prior year claims adjustments (including foreign currency changes)	(10.8)
Claims paid	(13.1)
September 30, 2021	$	25.8

December 31, 2019	$	38.1
New claims	5.8
Prior year claims adjustments (including foreign currency changes)	0.8
Claims paid	—
September 30, 2020	$	44.7

(in millions)
December 31, 2019 $ 38.1
New claims 5.8
Prior year claims adjustments (including foreign currency changes) 0.8
Claims paid 0
September 30, 2020 $ 44.7

December 31, 2018 $ 43.1
New claims 0.1
Prior year claims adjustments (including foreign currency changes) (4.4 )
Claims paid (1.1 )
September 30, 2019 $ 37.7

Delegated Underwriting and Servicing ("DUS") Program Loan Loss-Sharing

As a participant in the DUS program, we retain a portion of the risk of loss for loans that are originated and sold under the DUS program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios. Generally, we share approximately one-third of incurred losses, subject to a cap of 20% of the principal balance of the mortgage at origination. As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had loans subject to such loss-sharing arrangements with an aggregate unpaid principal balance of ~~$11.0~~$14.7 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 September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the loss-sharing guarantee obligations were ~~$20.7~~$24.1 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 nine months ended September 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 September 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.

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11.RESTRUCTURING AND ACQUISITION CHARGES


~~11.~~	~~RESTRUCTURING AND ACQUISITION CHARGES~~

Restructuring and acquisition charges include cash and non-cash expenses. Cash-based charges primarily consist of (1) severance and employment-related charges, including those related to external service providers, incurred in conjunction with a structural business shift, which can be represented by a notable change in headcount, change in leadership, or transformation of business processes, (2) acquisition, transaction and integration-related charges, and (3) other restructuring including lease exit charges. Non-cash charges include (1) stock-based compensation expense for retention awards issued in conjunction with the HFF acquisition and (2) fair value adjustments to earn-out liabilities relating to prior-period acquisition activity. Restructuring and acquisition charges are presented in table below.

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2020 2019 2020 2019
Severance and other employment-related charges $ 19.3
7.2
$ 27.6
17.6
Restructuring, pre-acquisition and post-acquisition charges 8.6
48.1
25.9
62.0
Stock-based compensation expense for HFF retention awards 6.2
14.0
30.5
14.0
Fair value adjustments to earn-out liabilities (0.6 ) 0.7
(8.2 ) 20.7
Restructuring and acquisition charges $ 33.5
70.0
$ 75.8
114.3


	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2021		2020	2021		2020
Severance and other employment-related charges	$	1.2	19.3	$	2.1	27.6
Restructuring, pre-acquisition and post-acquisition charges	11.2		8.6	32.6		25.9
Stock-based compensation expense for HFF retention awards	3.2		6.2	15.2		30.5
Fair value adjustments to earn-out liabilities	—		(0.6)	1.0		(8.2)
Restructuring and acquisition charges	$	15.6	33.5	$	50.9	75.8

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	2.1		7.7	24.9	34.7
Payments made	(29.0)		(9.4)	(19.9)	(58.3)
September 30, 2021	$	14.4	0.8	6.2	$	21.4

(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 27.6
9.3
16.6
53.5
Payments made (22.1 ) (16.0 ) (20.4 ) (58.5 )
September 30, 2020 $ 29.8
1.7
0
$ 31.5

(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 17.6
5.8
56.2
79.6
Payments made (21.2 ) (1.5 ) (54.8 ) (77.5 )
September 30, 2019 $ 10.4
4.9
1.9
$ 17.2


(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	27.6		9.3	16.6	53.5
Payments made	(22.1)		(16.0)	(20.4)	(58.5)
September 30, 2020	$	29.8	1.7	—	$	31.5

We expect the majority of accrued severance and other accrued acquisition costs as of September 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.

HFF Acquisition

Included in Restructuring and acquisition charges were $6.6 million and $30.5 million, respectively, for the three and nine months ended September 30, 2021 compared to $13.8 million and $55.2 million, respectively, for the three and nine months ended September 30, 2020 ~~compared to $60.1 million and $69.8 million, respectively, for the three and nine months ended September 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.~~

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12. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT


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

The tables below present the changes in Accumulated other comprehensive income (loss) ("AOCI") by component.


(in millions)	Pension and postretirement benefit		Cumulative foreign currency translation adjustment	Total
Balance as of June 30, 2021	$	(80.7)	(302.4)	$	(383.1)
Other comprehensive loss before reclassification	—		(47.2)	(47.2)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	—		—	—
Other comprehensive loss after tax expense of $ - , $ - and $ -	—		(47.2)	(47.2)
Balance as of September 30, 2021	$	(80.7)	(349.6)	$	(430.3)

(in millions)	Pension and postretirement benefit		Cumulative foreign currency translation adjustment	Total
Balance as of June 30, 2020	$	(72.0)	(465.4)	$	(537.4)
Other comprehensive income before reclassification	—		59.3	59.3
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0.7		—	0.7
Other comprehensive income after tax expense of $ - , $ - and $ -	0.7		59.3	60.0
Balance as of September 30, 2020	$	(71.3)	(406.1)	$	(477.4)

(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	—		(53.6)	(53.6)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0.5		—	0.5
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -	0.5		(53.6)	(53.1)
Balance as of September 30, 2021	$	(80.7)	(349.6)	$	(430.3)

(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	—		(50.3)	(50.3)
Amounts reclassified from AOCI after tax expense of $ - , $ - and $ -	0.7		—	0.7
Other comprehensive income (loss) after tax expense of $ - , $ - and $ -	0.7		(50.3)	(49.6)
Balance as of September 30, 2020	$	(71.3)	(406.1)	$	(477.4)

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 June 30, 2020 $ (72.0 ) (465.4 ) $ (537.4 )
Other comprehensive income before reclassification 0
59.3
59.3
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
0.7
0
0.7
Other comprehensive income after tax expense of $ - , $ - and $ - 0.7
59.3
60.0
Balance as of September 30, 2020 $ (71.3 ) (406.1 ) $ (477.4 )

(in millions) Pension and postretirement benefit Cumulative foreign currency translation adjustment Total
Balance as of June 30, 2019 $ (59.2 ) (390.8 ) $ (450.0 )
Other comprehensive loss before reclassification 0
(34.6 ) (34.6 )
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
0.1
0
0.1
Other comprehensive loss after tax expense of $ - , $ - and $ - 0.1
(34.6 ) (34.5 )
Balance as of September 30, 2019 $ (59.1 ) (425.4 ) $ (484.5 )

(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 0
(50.3 ) (50.3 )
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
0.7
0
0.7
Other comprehensive loss after tax expense of $ - , $ - and $ - 0.7
(50.3 ) (49.6 )
Balance as of September 30, 2020 $ (71.3 ) (406.1 ) $ (477.4 )

(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 0
(26.6 ) (26.6 )
Amounts reclassified from AOCI after tax expense of
$ - , $ - and $ -
(1.7 ) 0
(1.7 )
Other comprehensive (loss) income after tax expense of $ - , $ - and $ - (1.7 ) (26.6 ) (28.3 )
Balance as of September 30, 2019 $ (59.1 ) (425.4 ) $ (484.5 )

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

The following discussion and analysis should be read in conjunction with the Condensed Consolidated Financial Statements, including the notes thereto, for the three and nine months ended September 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.~~

(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 nine months ended September 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:

~~Revenue Recognition;~~

~~Business Combinations, Goodwill and Other Intangible Assets;~~

~~Investments in Real Estate Ventures; and~~

~~Income Taxes.~~

In addition to the aforementioned critical accounting policies, we believe the calculation of our quarterly tax provision is critical to understanding the estimates and assumptions used in preparing the Condensed Consolidated Financial Statements in Item 1.

~~Table of Contents~~

~~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 nine months ended September 30, 2020 was 16.2%, resulting in an effective tax rate of 16.0% for the third 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 remainder 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 (19%) 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 nine months ended September 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.

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Acquisitions and Dispositions

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

~~LaSalle Revenue~~

Our investment management business is, in part, compensated through incentive fees where performance of underlying funds' investments exceeds agreed-to benchmark levels. Depending upon performance, disposition activity, and the contractual timing of measurement periods with clients, these fees can be significant and vary substantially from period to period.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.

Foreign Currency

We conduct business using a variety of currencies, but we report our results in U.S. dollars. As a result, the volatility of currencies against the U.S. dollar may positively or negatively impact our results. This volatility can make it more difficult to perform period-to-period comparisons of the reported U.S. dollar results of operations, because such results may indicate a growth or decline rate that might not have been consistent with the real underlying growth or decline rates in the local operations. Consequently, we provide information about the impact of foreign currencies in the period-to-period comparisons of the reported results of operations in our discussion and analysis of financial condition in the Results of Operations section below.

~~Table of Contents~~

~~Transactional-Based~~Transaction-Based Revenue

~~Transactional-based~~Transaction-based fees, ~~that~~which 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.

Seasonality

Historically, our quarterly revenue and profits have tended to increase from quarter to quarter as the year progresses. This is a result of a general focus in the real estate industry on completing or documenting transactions by calendar year end and the fact that certain expenses are constant through the year. ~~Historically, we have reported a relatively smaller profit in the first quarter and then increasingly larger profits during each of the following three quarters, excluding~~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 nine months ended September 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 September 30, ~~2020~~2021 and ~~2019,~~2020, are not fully indicative of the results we expect to realize for the full fiscal year.

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RESULTS OF OPERATIONS

Definitions

•We define market volumes for Leasing as gross absorption of office real estate space in square feet for the U.S., Europe and selected markets in Asia Pacific. We define market volumes for Capital Markets as investment sales transactions globally.

•Assets under management data for LaSalle is reported on a one-quarter lag.

•MENA: Middle East and North Africa. Greater China: China, Hong Kong, Macau and Taiwan.

•n.m.: not meaningful, represented by a percentage change of greater than ~~100%~~1,000% favorable or unfavorable.

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

Consolidated Operating Results


	Three Months Ended September 30,					Change in				% Change in Local Currency			Three Months Ended September 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	$	430.3		604.3		(174.0	)	(29	)%	(29	)%	Leasing	$	738.8	430.3	308.5	72	%	71	%
Capital Markets	284.5			480.0		(195.5	)	(41	)	(41	)	Capital Markets	575.0		284.5	290.5	102		100
Property & Facility Management	2,303.3			2,312.8		(9.5	)	0		(1	)	Property & Facility Management	2,500.6		2,303.3	197.3	9		7
Project & Development Services	631.5			785.9		(154.4	)	(20	)	(21	)	Project & Development Services	707.9		631.5	76.4	12		11
Advisory, Consulting and Other	218.2			201.0		17.2		9		7		Advisory, Consulting and Other	237.1		218.2	18.9	9		7
Real Estate Services ("RES") revenue	$	3,867.8		4,384.0		(516.2	)	(12	)%	(12	)%	Real Estate Services ("RES") revenue	$	4,759.4	3,867.8	891.6	23	%	22	%
LaSalle	110.3			111.6		(1.3	)	(1	)	(3	)	LaSalle	129.8		110.3	19.5	18		17
Revenue	$	3,978.1		4,495.6		(517.5	)	(12	)%	(12	)%	Revenue	$	4,889.2	3,978.1	911.1	23	%	22	%
Reimbursements	(1,886.7		)	(1,949.8	)	(63.1	)	(3	)	(4	)	Reimbursements	(2,084.3)		(1,886.7)	197.6	10		9
Revenue before reimbursements	$	2,091.4		2,545.8		(454.4	)	(18	%)	(19	%)	Revenue before reimbursements	$	2,804.9	2,091.4	713.5	34	%	32	%
Gross contract costs	(659.1		)	(717.7	)	58.6		(8	)	(9	)	Gross contract costs	(703.9)		(659.1)	(44.8)	7		5
Net non-cash MSR and mortgage banking derivative activity	(14.7		)	(12.7	)	(2.0	)	16		16		Net non-cash MSR and mortgage banking derivative activity	(28.1)		(14.7)	(13.4)	91		91
Fee revenue	$	1,417.6		1,815.4		(397.8	)	(22	)%	(23	)%	Fee revenue	$	2,072.9	1,417.6	655.3	46	%	45	%
Leasing	412.9			588.3		(175.4	)	(30	)	(30	)	Leasing	717.3		412.9	304.4	74		73
Capital Markets	262.8			458.6		(195.8	)	(43	)	(43	)	Capital Markets	537.9		262.8	275.1	105		103
Property & Facility Management	302.4			293.1		9.3		3		2		Property & Facility Management	313.7		302.4	11.3	4		2
Project & Development Services	188.0			216.1		(28.1	)	(13	)	(14	)	Project & Development Services	201.0		188.0	13.0	7		6
Advisory, Consulting and Other	145.7			153.6		(7.9	)	(5	)	(7	)	Advisory, Consulting and Other	179.6		145.7	33.9	23		21
RES fee revenue	$	1,311.8		1,709.7		(397.9	)	(23	)%	(24	)%	RES fee revenue	$	1,949.5	1,311.8	637.7	49	%	47	%
LaSalle	105.8			105.7		0.1		0		(2	)	LaSalle	123.4		105.8	17.6	17		16

Compensation and benefits excluding gross contract costs	970.3			1,270.5		(300.2	)	(24	)	(24	)	Compensation and benefits excluding gross contract costs	$	1,467.0	970.3	496.7	51	%	50	%
Operating, administrative and other expenses excluding gross contract costs	218.7			262.4		(43.7	)	(17	)	(17	)	Operating, administrative and other expenses excluding gross contract costs	272.7		218.7	54.0	25		23
Depreciation and amortization	54.9			53.6		1.3		2		2		Depreciation and amortization	52.8		54.9	(2.1)	(4)		(5)
Restructuring and acquisition charges												Restructuring and acquisition charges	15.6		33.5	(17.9)	(53)		(56)
Total fee-based operating expenses	1,243.9			1,586.5		(342.6	)	(22	)	(22	)	Total fee-based operating expenses	1,808.1		1,277.4	530.7	42		40
Restructuring and acquisition charges	33.5			70.0		(36.5	)	(52	)	(53	)
Gross contract costs	659.1			717.7		(58.6	)	(8	)	(9	)	Gross contract costs	703.9		659.1	44.8	7		5
Total operating expenses, excluding reimbursed expenses	$	1,936.5		2,374.2		(437.7	)	(18	)%	(19	)%	Total operating expenses, excluding reimbursed expenses	$	2,512.0	1,936.5	575.5	30	%	28	%
Operating income	$	154.9		171.6		(16.7	)	(10	)%	(10	)%	Operating income	$	292.9	154.9	138.0	89	%	89	%
Equity earnings	$	15.0		17.1		(2.1	)	(12	)%	(13	)%	Equity earnings	$	17.4	15.0	2.4	16	%	15	%
Adjusted EBITDA	$	243.6		299.9		(56.3	)	(19	)%	(19	)%	Adjusted EBITDA	$	352.0	243.6	108.4	44	%	44	%

Table of Contents

Consolidated Operating Results (continued)


	Nine Months Ended September 30,					Change in				% Change in Local Currency			Nine Months Ended September 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	$	1,281.3		1,706.1		(424.8	)	(25	)%	(25	)%	Leasing	$	1,799.2	1,281.3	517.9	40	%	39	%
Capital Markets	841.6			930.0		(88.4	)	(10	)	(9	)	Capital Markets	1,343.8		841.6	502.2	60		56
Property & Facility Management	6,944.3			6,886.8		57.5		1		2		Property & Facility Management	7,381.2		6,944.3	436.9	6		4
Project & Development Services	1,772.7			2,119.3		(346.6	)	(16	)	(16	)	Project & Development Services	1,877.4		1,772.7	104.7	6		3
Advisory, Consulting and Other	589.5			601.1		(11.6	)	(2	)	(1	)	Advisory, Consulting and Other	682.9		589.5	93.4	16		12
Real Estate Services ("RES") revenue	$	11,429.4		12,243.3		(813.9	)	(7	)%	(6	)%	Real Estate Services ("RES") revenue	$	13,084.5	11,429.4	1,655.1	14	%	12	%
LaSalle	315.1			339.4		(24.3	)	(7	)	(7	)	LaSalle	336.8		315.1	21.7	7		4
Revenue	$	11,744.5		12,582.7		(838.2	)	(7	)%	(6	)%	Revenue	$	13,421.3	11,744.5	1,676.8	14	%	11	%
Reimbursements	(5,591.6		)	(5,727.1	)	(135.5	)	(2	)	(2	)	Reimbursements	(5,979.3)		(5,591.6)	387.7	7		5
Revenue before reimbursements	$	6,152.9		6,855.6		(702.7	)	(10	)%	(10	)%	Revenue before reimbursements	$	7,442.0	6,152.9	1,289.1	21	%	18	%
Gross contract costs	(1,963.5		)	(2,073.7	)	110.2		(5	)	(4	)	Gross contract costs	(2,066.0)		(1,963.5)	(102.5)	5		1
Net non-cash MSR and mortgage banking derivative activity	(21.7		)	(17.4	)	(4.3	)	25		25		Net non-cash MSR and mortgage banking derivative activity	(43.5)		(21.7)	(21.8)	100		100
Fee revenue	$	4,167.7		4,764.5		(596.8	)	(13	)%	(12	)%	Fee revenue	$	5,332.5	4,167.7	1,164.8	28	%	25	%
Leasing	1,231.9			1,655.5		(423.6	)	(26	)	(25	)	Leasing	1,738.8		1,231.9	506.9	41		39
Capital Markets	796.3			884.7		(88.4	)	(10	)	(10	)	Capital Markets	1,275.7		796.3	479.4	60		57
Property & Facility Management	870.2			864.6		5.6		1		2		Property & Facility Management	936.2		870.2	66.0	8		4
Project & Development Services	554.9			599.5		(44.6	)	(7	)	(7	)	Project & Development Services	562.2		554.9	7.3	1		(2)
Advisory, Consulting and Other	415.0			437.5		(22.5	)	(5	)	(4	)	Advisory, Consulting and Other	502.4		415.0	87.4	21		16
RES fee revenue	$	3,868.3		4,441.8		(573.5	)	(13	)%	(12	)%	RES fee revenue	$	5,015.3	3,868.3	1,147.0	30	%	27	%
LaSalle	299.4			322.7		(23.3	)	(7	)	(7	)	LaSalle	317.2		299.4	17.8	6		3

Compensation and benefits excluding gross contract costs	2,963.3			3,366.2		(402.9	)	(12	)	(11	)	Compensation and benefits excluding gross contract costs	$	3,820.3	2,963.3	857.0	29	%	26	%
Operating, administrative and other expenses excluding gross contract costs	753.2			808.7		(55.5	)	(7	)	(6	)	Operating, administrative and other expenses excluding gross contract costs	746.6		753.2	(6.6)	(1)		(4)
Depreciation and amortization	166.8			145.6		21.2		15		15		Depreciation and amortization	160.3		166.8	(6.5)	(4)		(6)
Restructuring and acquisition charges												Restructuring and acquisition charges	50.9		75.8	(24.9)	(33)		(33)
Total fee-based operating expenses	3,883.3			4,320.5		(437.2	)	(10	)	(10	)	Total fee-based operating expenses	4,778.1		3,959.1	819.0	21		18
Restructuring and acquisition charges	75.8			114.3		(38.5	)	(34	)	(34	)
Gross contract costs	1,963.5			2,073.7		(110.2	)	(5	)	(4	)	Gross contract costs	2,066.0		1,963.5	102.5	5		1
Total operating expenses, excluding reimbursed expenses	$	5,922.6		6,508.5		(585.9	)	(9	)%	(8	)%	Total operating expenses, excluding reimbursed expenses	$	6,844.1	5,922.6	921.5	16	%	12	%
Operating income	$	230.3		347.1		(116.8	)	(34	)%	(34	)%	Operating income	$	597.9	230.3	367.6	160	%	157	%
Equity (losses) earnings	$	1.4		32.3		(30.9	)	(96	)%	(96	)%
Equity earnings												Equity earnings	$	106.7	1.4	105.3	n.m.
Adjusted EBITDA	$	442.5		622.0		(179.5	)	(29	)%	(29	)%	Adjusted EBITDA	$	874.5	442.5	432.0	98	%	95	%

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Non-GAAP Financial Measures

Management uses certain non-GAAP financial measures to develop budgets and forecasts, measure and reward performance against those budgets and forecasts, and enhance comparability to prior periods. These measures are believed to be useful to investors and other external stakeholders as supplemental measures of core operating performance and include the following:

~~(i)~~a.Fee revenue and Fee-based operating expenses;

~~(ii)~~b.Adjusted EBITDA attributable to common shareholders ("Adjusted EBITDA") and Adjusted EBITDA margin; and

~~(iii)~~c.Percentage changes against prior periods, presented on a local currency basis.

However, non-GAAP financial measures should not be considered alternatives to measures determined in accordance with U.S. generally accepted accounting principles (“GAAP”). Any measure that eliminates components of a company’s capital structure, cost of operations or investment, or other results has limitations as a performance measure. In light of these limitations, management also considers GAAP financial measures and does not rely solely on non-GAAP financial measures. Because our non-GAAP financial measures are not calculated in accordance with GAAP, they may not be comparable to similarly titled measures used by other companies.

Adjustments to GAAP Financial Measures Used to Calculate non-GAAP Financial Measures

Gross contract costs represent certain costs associated with client-dedicated employees and third-party vendors and subcontractors and are indirectly reimbursed through the fees we receive. These costs are presented on a gross basis in Operating expenses with the equal amount of corresponding fees in Revenue before reimbursements. 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 ~~net~~ gain recognized on the sale of ~~property management businesses in continental Europe.~~businesses. 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. In 2021, $12.0 million of the activity related to a business disposition within Americas and $0.4 million related to a sold business within EMEA, while activity in 2020 related to the sale of property management businesses in continental Europe.

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Reconciliation of Non-GAAP Financial Measures

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


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2020			2019		2020			2019		(in millions)	2021		2020	2021		2020
Revenue	$	3,978.1		4,495.6		$	11,744.5		12,582.7		Revenue	$	4,889.2	3,978.1	$	13,421.3	11,744.5
Less: Reimbursements	(1,886.7		)	(1,949.8	)	(5,591.6		)	(5,727.1	)	Less: Reimbursements	(2,084.3)		(1,886.7)	(5,979.3)		(5,591.6)
Revenue before reimbursements	2,091.4			2,545.8		6,152.9			6,855.6		Revenue before reimbursements	2,804.9		2,091.4	7,442.0		6,152.9
Adjustments:											Adjustments:
Gross contract costs	(659.1		)	(717.7	)	(1,963.5		)	(2,073.7	)	Gross contract costs	(703.9)		(659.1)	(2,066.0)		(1,963.5)
Net non-cash MSR and mortgage banking derivative activity	(14.7		)	(12.7	)	(21.7		)	(17.4	)	Net non-cash MSR and mortgage banking derivative activity	(28.1)		(14.7)	(43.5)		(21.7)
Fee revenue	$	1,417.6		1,815.4		$	4,167.7		4,764.5		Fee revenue	$	2,072.9	1,417.6	$	5,332.5	4,167.7

Operating expenses	$	3,823.2		4,324.0		$	11,514.2		12,235.6		Operating expenses	$	4,596.3	3,823.2	$	12,823.4	11,514.2
Less: Reimbursed expenses	(1,886.7		)	(1,949.8	)	(5,591.6		)	(5,727.1	)	Less: Reimbursed expenses	(2,084.3)		(1,886.7)	(5,979.3)		(5,591.6)
Operating expenses, excluding reimbursed expenses	1,936.5			2,374.2		5,922.6			6,508.5		Operating expenses, excluding reimbursed expenses	2,512.0		1,936.5	6,844.1		5,922.6
Less: Gross contract costs	(659.1		)	(717.7	)	(1,963.5		)	(2,073.7	)	Less: Gross contract costs	(703.9)		(659.1)	(2,066.0)		(1,963.5)
Fee-based operating expenses	$	1,277.4		1,656.5		$	3,959.1		4,434.8		Fee-based operating expenses	$	1,808.1	1,277.4	$	4,778.1	3,959.1

Operating income	$	154.9		171.6		$	230.3		347.1		Operating income	$	292.9	154.9	$	597.9	230.3

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 September 30,					Nine Months Ended September 30,
(in millions)	2021			2020		2021			2020
Net income attributable to common shareholders	$	237.2		131.9		$	540.2		152.4
Add:
Interest expense, net of interest income	9.6			12.3		30.6			41.8
Provision for income taxes	65.3			25.7		148.4			32.2
Depreciation and amortization	52.8			54.9		160.3			166.8
EBITDA	$	364.9		224.8		$	879.5		393.2
Adjustments:
Restructuring and acquisition charges	15.6			33.5		50.9			75.8
Gain on disposition	(0.4)			—		(12.4)			(4.8)
Net non-cash MSR and mortgage banking derivative activity	(28.1)			(14.7)		(43.5)			(21.7)
Adjusted EBITDA	$	352.0		243.6		$	874.5		442.5

Net income margin attributable to common shareholders	8.5		%	6.3	%	7.3		%	2.5	%

Adjusted EBITDA margin	17.1		%	17.2	%	16.6		%	10.6	%

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2020 2019 2020 2019
Net income attributable to common shareholders $ 131.9
128.9
$ 152.4
260.7
Add:
Interest expense, net of interest income 12.3
18.0
41.8
41.2
Provision for income taxes 25.7
42.1
32.2
77.6
Depreciation and amortization 54.9
53.6
166.8
145.6
EBITDA $ 224.8
242.6
$ 393.2
525.1
Adjustments:
Restructuring and acquisition charges 33.5
70.0
75.8
114.3
Gain on disposition —
—
(4.8 ) —
Net non-cash MSR and mortgage banking derivative activity (14.7 ) (12.7 ) (21.7 ) (17.4 )
Adjusted EBITDA $ 243.6
299.9
$ 442.5
622.0

Net income margin attributable to common shareholders 6.3 % 5.1 % 2.5 % 3.8 %

Adjusted EBITDA margin 17.4 % 16.5 % 10.6 % 13.1 %

Table of Contents

In discussing our operating results, we report Adjusted EBITDA margins and refer to percentage changes in local currency, unless otherwise noted. Amounts presented on a local currency basis are calculated by translating the current period results of our foreign operations to U.S. dollars using the foreign currency exchange rates from the comparative period. We believe this methodology provides a framework for assessing performance and operations excluding the effect of foreign currency fluctuations.

The following table reflects the reconciliation to local currency amounts for consolidated (i) Revenue, (ii) Fee revenue, (iii) Operating income, and (iv) Adjusted EBITDA.


	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended September 30,				Nine Months Ended September 30,
($ in millions)	2020			% Change		2020			% Change		($ in millions)	2021		% Change		2021		% Change
Revenue:											Revenue:
At current period exchange rates	$	3,978.1		(12	)%	$	11,744.5		(7	)%	At current period exchange rates	$	4,889.2	23	%	$	13,421.3	14	%
Impact of change in exchange rates	(28.5		)	n/a		81.4			n/a		Impact of change in exchange rates	(54.8)		n/a		(328.5)		n/a
At comparative period exchange rates	$	3,949.6		(12	)%	$	11,825.9		(6	)%	At comparative period exchange rates	$	4,834.4	22	%	$	13,092.8	11	%

Fee Revenue:
Fee revenue:											Fee revenue:
At current period exchange rates	$	1,417.6		(22	)%	$	4,167.7		(13	)%	At current period exchange rates	$	2,072.9	46	%	$	5,332.5	28	%
Impact of change in exchange rates	(14.5		)	n/a		23.3			n/a		Impact of change in exchange rates	(21.0)		n/a		(125.6)		n/a
At comparative period exchange rates	$	1,403.1		(23	)%	$	4,191.0		(12	)%	At comparative period exchange rates	$	2,051.9	45	%	$	5,206.9	25	%

Operating Income:
Operating income:											Operating income:
At current period exchange rates	$	154.9		(10	)%	$	230.3		(34	)%	At current period exchange rates	$	292.9	89	%	$	597.9	160	%
Impact of change in exchange rates	(1.2		)	n/a		(1.5		)	n/a		Impact of change in exchange rates	0.2		n/a		(7.2)		n/a
At comparative period exchange rates	$	153.7		(10	)%	$	228.8		(34	)%	At comparative period exchange rates	$	293.1	89	%	$	590.7	157	%

Adjusted EBITDA:											Adjusted EBITDA:
At current period exchange rates	$	243.6		(19	)%	$	442.5		(29	)%	At current period exchange rates	$	352.0	44	%	$	874.5	98	%
Impact of change in exchange rates	(0.1		)	n/a		0.3			n/a		Impact of change in exchange rates	(1.3)		n/a		(11.5)		n/a
At comparative period exchange rates	$	243.5		(19	)%	$	442.8		(29	)%	At comparative period exchange rates	$	350.7	44	%	$	863.0	95	%

Table of Contents

Revenue

~~COVID-19 Pandemic~~

~~The COVID-19 pandemic (the "pandemic")~~We achieved significant third-quarter increases in consolidated RES revenue, up 22% from 2020 to $4.8 billion, and fee revenue, up 47% from last year to $1.9 billion. Third-quarter RES fee revenue exceeded same-quarter 2019, reflecting the continued ~~to disrupt our operations, most significantly~~recovery of transaction-based revenue. Growth was broad-based across all service lines and was led by Leasing (49% of RES fee revenue growth on a local currency basis) and Capital Markets (44% of RES fee revenue growth on a local currency basis), while also reflecting stability in ~~transaction-based service lines. As with the second quarter, our personnel across the globe, notably~~annuity-based revenues, particularly in Corporate Solutions and other annuity businesses, partnered with clients to ensure continuity of operations in response to the evolving conditions as well as develop and implement safe return-to-work measures. In response to the pandemic's sustained disruptions to revenue and business operations, we meaningfully expanded both fixed and variable cost mitigation efforts. With actions taken through October, we reduced fixed costs by approximately $135 million on an annualized basis, primarily compensation and benefits expense.Americas. In addition, ~~our expense management actions delivered nearly $120 million~~all geographic segments experienced growth, ranging from 15% to 68%.

Geographically across service lines, Americas contributed 86% of ~~non-permanent cost savings this quarter (over $240 million year-to-date), including $34 million related to various government relief programs around~~ the ~~world ($67 million year-to-date). These non-permanent savings represent costs likely to return in future periods as business volumes recover.~~

~~Revenue~~

~~For~~RES fee revenue growth for the third quarter, on a local currency basis, with EMEA and Asia Pacific each representing approximately 7% of ~~2020~~the growth. The following highlights the proportion of RES service line consolidated fee revenue growth, on a local currency basis, compared with ~~2019, consolidated RES~~the prior-year quarter, by notable segment. Refer to segment operating results for further detail.

•Leasing — Americas (89%), EMEA (6%) and Asia Pacific (5%)

•Capital Markets — Americas (80%), EMEA (12%) and Asia Pacific (8%)

•Property & Facility Management — Americas drove entire growth, partially offset by EMEA and Asia Pacific

•Project & Development Services — Americas (109%) and Asia Pacific (23%), partially offset by EMEA

•Advisory, Consulting and Other — Americas (62%), Asia Pacific (24%), and EMEA (15%)

LaSalle revenue ~~decreased 12%~~increased 17% compared with the prior-year quarter, driven by incentive fees and growth in advisory fees, partially offset by lower transaction fees. Refer to ~~$3.9 billion and consolidated RES fee revenue decreased 24% to $1.3 billion, a result of~~ the ~~pandemic's significant impact, especially on transaction-based service lines.~~ LaSalle segment discussion for further detail.

For the first nine months of ~~2020,~~2021, consolidated RES ~~revenue decreased 6% to $11.4 billion and consolidated RES fee revenue decreased 12% to $3.9 billion.~~

~~The~~ revenue and fee revenue ~~declines were across all three geographic segments~~increased 12% and in all service lines except Property & Facility Management, which delivered steady fee revenue driven by our property management and Corporate Solutions teams. Capital Markets experienced the most significant decrease in third-quarter revenue, down 43% over the prior-year quarter, in line with the decline in investment sales market volumes globally according to JLL Research. Capital Markets year-to-date results included $215.2 million of incremental revenue from the first six months of 2020 related to HFF27%, respectively, compared with the ~~prior-year period due to~~prior year. Leasing and Capital Markets also led the ~~July 1, 2019, timing~~year-to-date growth contributing 48% and 44%, respectively, of the ~~acquisition. Leasing was down 30% for~~RES fee revenue growth on a local currency basis. Americas contributed 80% of the ~~quarter and 25%~~RES fee revenue growth for the first nine months, ~~compared with the prior-year periods, against the backdrop of an over 45% decline in global office market gross absorption for the third quarter (over 40% year-to-date) according to JLL Research.~~

~~Geographically across service lines, Americas represented 65% of the RES fee revenue decline for the second quarter~~ on a local currency ~~basis; EMEA represented 22%~~basis. LaSalle revenue increased 4% as higher advisory and ~~Asia Pacific represented 13%. Refer to~~incentive fees more than offset the ~~segment results discussion for further details.~~

~~LaSalle achieved solid advisory fee growth for the quarter and year-to-date, compared with 2019. The overall~~ decline in ~~revenue for the first nine months was primarily due to expected lower incentive fees following a near-record 2019. Refer to the LaSalle segment results discussion for further discussion.~~transaction fees.

Our consolidated fee revenue ~~decreased 22%~~increased 46% in U.S. dollars (“USD”) and ~~23%~~45% in local currency for the third quarter of ~~2020,~~2021, compared with ~~2019.~~2020. Year-to-date, consolidated fee revenue increased 28% in U.S. dollars (“USD”) and 25% in local currency compared with last year. The ~~spread was~~spreads for the third quarter and year-to-date were driven by the weakening of the U.S. dollar against several major currencies, especially the British pound sterling, euro, and Australian dollar. Our consolidated fee revenue decreased 13% in USD and 12% in local currency for the nine months ended September 30, 2020, compared with the prior year. The strengthening of the U.S. dollar against the Indian rupee, Australian dollar and Chinese ~~yuan drove the spread on year-to-date percentages.~~yuan.

Operating Expenses

~~In the third quarter of 2020, consolidated~~Consolidated operating expenses, excluding reimbursed expenses, were ~~$1.9~~$2.5 billion ~~down 19%~~for the third quarter, up 28% from ~~2019,~~2020, and $6.8 billion for the first nine months of 2021, up 12% from 2020, while consolidated fee-based operating expenses were ~~$1.3~~$1.8 billion ~~down 24%~~for the third quarter, up 39% from the prior-year ~~quarter.~~quarter, and $4.8 billion for the first nine months, up 18% from last year. For the third quarter, the ~~decrease~~increase in fee-based operating expenses was ~~driven by~~primarily attributable to the Americas, ~~(64%~~which drove 80% of the ~~reduction~~increase on a local currency ~~basis), EMEA (20%) and~~basis (also 80% of the year-to-date increase). Asia Pacific and EMEA represented 12% and 11%, respectively, of the third-quarter increase (16%) and 13% year to date, respectively).

Americas year-to-date results reflected a $13.8 million non-cash reduction to loan loss credit reserves, compared with a $30.6 million increase in reserves during the prior year.

For the third quarter and first nine months of 2021, Restructuring and acquisition charges ~~were down~~decreased compared with the prior-year periods; refer to following table for further detail.

Three Months Ended September 30, Nine Months Ended September 30,
(in millions) 2020 2019 2020 2019
Severance and other employment-related charges $ 19.3
7.2
$ 27.6
17.6
Restructuring, pre-acquisition and post-acquisition charges 14.8
62.1
56.4
76.0
Fair value adjustments that resulted in a net increase (decrease) to earn-out liabilities from prior-period acquisition activity (0.6 ) 0.7
(8.2 ) 20.7
Total restructuring & acquisition charges $ 33.5
70.0
$ 75.8
114.3

~~Table of Contents~~

~~Included in~~ Charges associated with the ~~preceding table was $13.8 million and $55.2 million for the third quarter and first nine months of 2020, respectively, of~~ acquisition and integration charges relating to HFF. In the prior-year periods, such activity was $60.1 million and $69.8 million, respectively. Charges in 2020 include retention expense, early lease termination costs and other integration expenses, while charges in 2019 primarilyof HFF included ~~transaction/deal costs as well as~~ retention and severance expense, early lease termination costs, and other integration ~~expenses. Refer to Note 11, Restructuring and Acquisition Charges, in the Notes~~expenses; since June 30, 2021, such charges have predominantly related to the ~~Condensed Consolidated Financial Statements for further information on Restructuring and acquisition charges.~~amortization of retention awards issued in conjunction with the 2019 acquisition.

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	Three Months Ended September 30,			Nine Months Ended September 30,
(in millions)	2021		2020	2021		2020
Severance and other employment-related charges	$	1.2	19.3	$	2.1	27.6
Restructuring, pre-acquisition and post-acquisition charges	14.4		14.8	47.8		56.4
Fair value adjustments that resulted in a net increase (decrease) to earn-out liabilities from prior-period acquisition activity	—		(0.6)	1.0		(8.2)
Total restructuring & acquisition charges	$	15.6	33.5	$	50.9	75.8
Portion of total restructuring & acquisition charges related to the acquisition and integration of HFF	$	6.6	13.8	$	30.5	55.2

Equity Earnings

For the third quarter of ~~2020,~~2021, we recognized equity earnings of ~~$15.0~~$17.4 million, compared with ~~$17.1~~$15.0 million in the prior-year quarter. For the first nine months of ~~2020,~~2021, we recognized equity earnings of ~~$1.4~~$106.7 million, compared with ~~earnings of $32.3~~$1.4 million in ~~2019. LaSalle was a key driver~~2020.

Valuation increases of ~~activity~~JLL Technologies' investments contributed $7.3 million this quarter and $58.2 million year to date, reflecting continued progress in ~~all~~the strategy to invest in early-stage proptech companies, compared with $4.3 million and $6.8 million in the respective prior-year periods; refer to the ~~LaSalle~~Americas segment ~~results~~ discussion for additional ~~details.~~detail. In addition, substantially all of the $12.7 million of first-quarter 2020 equity earnings ~~were recognized~~ in ~~the first quarter of 2020 for~~ the Americas segment ~~which~~ were ~~substantially~~ attributable to gains by consolidated variable interest entities in which we held no equity ~~interest. These~~interest; these gains are also reflected in net income attributable to noncontrolling interest and, therefore, ~~had~~have no impact to ~~our Net~~net income attributable to common shareholders.

LaSalle recognized $8.4 million of equity earnings in third-quarter 2021 ($44.7 million of year-to-date equity earnings), compared with $8.5 million in the prior-year quarter ($20.5 million of equity losses in the first nine months of 2020). Refer to the LaSalle segment discussion for additional detail.

Income Taxes

The provision for income taxes was ~~$25.7~~$65.3 million and ~~$32.2~~$148.4 million for the three and nine months ended September 30, 2021, respectively, representing an effective tax rate of 21.6% for both periods. For the three and nine months ended September 30, 2020, the provision was $25.7 million and $32.2 million, respectively, representing effective tax rates of 16.0% and 16.2%, respectively. For the three and nine months ended September 30, 2019, the provision was $42.1 million and $77.6 million, respectively, representing effective tax rates of 24.5% and 22.9%, respectively. The tax provision for the nine months ended September 30, 2019, included a $5.7 million discrete benefit due to a reduction to our reserve for uncertain tax positions during the first quarter of 2019. The lower effective tax rates in 2020 ~~resulted from changes in~~reflected comparatively lower pretax earnings as a result of the impact of the pandemic as well as the geographic distribution of ~~pretax earnings compared to 2019.~~the earnings.

Net Income and Adjusted EBITDA

Net income attributable to common shareholders for the three and nine months ended September 30, ~~2020~~2021 was $237.2 million and $540.2 million, respectively, compared with $131.9 million and $152.4 ~~million, respectively, compared with $128.9 million and $260.7~~ million in the respective prior-year periods. Adjusted EBITDA was ~~$243.6~~$352.0 million and ~~$442.5~~$874.5 million for the third quarter and first nine months of ~~2020, respectively, decreases~~2021, respectively. Net income attributable to common shareholders for the nine months ended September 30, 2021 included a $12.0 million gain recognized on the sale of ~~19% and 29%~~a business as part of a broader investment made in Roofstock, a marketplace for investing in the single-family rental sector. This gain on sale is excluded from ~~the prior-year periods.~~ adjusted measures.

Net income margin attributable to common shareholders for the third quarter (against Revenue before reimbursements) was ~~6.3%~~8.5%, compared with ~~5.1%~~6.3% in the prior-year quarter. Adjusted EBITDA margin for the third quarter, calculated on a fee-revenue basis, was ~~17.2%~~17.0% in USD ~~(17.4%~~(17.1% in local currency), compared with ~~16.5%~~17.2% in ~~2019.~~2020. The 20 basis point net reduction in margin ~~expansion~~ was primarily ~~driven by~~due to (i) the expected reduction of certain non-permanent cost ~~mitigation efforts, including~~savings from 2020 (including government relief ~~programs, partially~~programs) and (ii) incremental investments in people and technology, substantially offset by ~~net dilution~~the significant increase in revenue, particularly from ~~RES, reflecting the decline in fee revenue, specifically transactional~~higher margin transaction-based service lines.

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Segment Operating Results

We manage and report our operations as four business segments. Our three geographic RES segments include Americas, EMEA and Asia Pacific. Our fourth segment is LaSalle, our investment management business.

Each geographic region offers our full range of real estate services, including tenant representation and agency leasing, capital markets, property management, facility management, project and development services, and advisory, consulting and valuation services. We consider "property management" to be services provided to non-occupying property investors and "facility management" to be services provided to owner-occupiers. LaSalle provides investment management services to institutional investors and high-net-worth individuals.

For segment reporting, (i) gross contract costs and (ii) net non-cash MSR and mortgage banking derivative activity are both excluded from revenue in determining "fee revenue". Gross contract costs are excluded from operating expenses in determining "fee-based operating expenses." In addition, our measure of segment results also excludes Restructuring and acquisition charges.

Americas - Real Estate Services


							% Change
	Three Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	3,083.2	2,380.8	702.4	30	%	29	%
Reimbursements	(1,525.9)		(1,389.6)	(136.3)	10		9
Revenue before reimbursements	$	1,557.3	991.2	566.1	57	%	57	%
Gross contract costs	(227.0)		(202.8)	(24.2)	12		11
Net non-cash MSR and mortgage banking derivative activity	(28.1)		(14.7)	(13.4)	91		91
Fee Revenue	$	1,302.2	773.7	528.5	68	%	68	%
Leasing	582.6		313.6	269.0	86		85
Capital Markets	392.6		175.5	217.1	124		123
Property & Facility Management	160.9		149.6	11.3	8		7
Project & Development Services	101.0		88.7	12.3	14		14
Advisory, Consulting and Other	65.1		46.3	18.8	41		40
Compensation, operating and administrative expenses excluding gross contract costs	$	1,019.1	616.8	402.3	65	%	65	%
Depreciation and amortization	33.2		36.4	(3.2)	(9)		(9)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	1,052.3		653.2	399.1	61		61
Gross contract costs	227.0		202.8	24.2	12		11
Segment operating expenses (excluding reimbursed expenses)	$	1,279.3	856.0	423.3	49	%	49	%

Equity earnings	$	7.6	4.8	2.8	58	%	60	%
Segment income	$	285.6	140.0	145.6	104	%	104	%
Adjusted EBITDA	$	291.7	161.9	129.8	80	%	80	%

% Change
Three Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 2,380.8
2,687.6
(306.8 ) (11 )% (11 )%
Reimbursements (1,389.6 ) (1,430.3 ) 40.7
(3 ) (3 )
Revenue before reimbursements $ 991.2
1,257.3
(266.1 ) (21 %) (21 %)
Gross contract costs (202.8 ) (200.8 ) (2.0 ) 1
3
Net non-cash MSR and mortgage banking derivative activity (14.7 ) (12.7 ) (2.0 ) 16
16
Fee Revenue $ 773.7
1,043.8
(270.1 ) (26 )% (26 )%
Leasing 313.6
460.9
(147.3 ) (32 ) (32 )
Capital Markets 175.5
308.8
(133.3 ) (43 ) (43 )
Property & Facility Management 149.6
121.7
27.9
23
24
Project & Development Services 88.7
103.3
(14.6 ) (14 ) (13 )
Advisory, Consulting and Other 46.3
49.1
(2.8 ) (6 ) (5 )
Compensation, operating and administrative expenses excluding gross contract costs 616.8
844.8
(228.0 ) (27 ) (27 )
Depreciation and amortization 36.4
35.3
1.1
3
4
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 653.2
880.1
(226.9 ) (26 ) (25 )
Gross contract costs 202.8
200.8
2.0
1
3
Segment operating expenses (excluding reimbursed expenses) $ 856.0
1,080.9
(224.9 ) (21 )% (20 )%
Equity earnings $ 4.8
1.5
3.3
n.m.
n.m.
Segment income $ 140.0
177.9
(37.9 ) (21 )% (21 )%
Adjusted EBITDA $ 161.9
201.0
(39.1 ) (19 )% (19 )%

Table of Contents

Americas - Real Estate Services (continued)


							% Change
	Nine Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	8,228.6	7,132.9	1,095.7	15	%	15	%
Reimbursements	(4,323.9)		(4,128.1)	(195.8)	5		4
Revenue before reimbursements	$	3,904.7	3,004.8	899.9	30	%	30	%
Gross contract costs	(663.1)		(607.9)	(55.2)	9		8
Net non-cash MSR and mortgage banking derivative activity	(43.5)		(21.7)	(21.8)	100		100
Fee revenue	$	3,198.1	2,375.2	822.9	35	%	34	%
Leasing	1,407.1		986.2	420.9	43		42
Capital Markets	888.3		553.6	334.7	60		60
Property & Facility Management	461.6		425.6	36.0	8		8
Project & Development Services	274.8		273.2	1.6	1		—
Advisory, Consulting and Other	166.3		136.6	29.7	22		21
Compensation, operating and administrative expenses excluding gross contract costs	$	2,562.4	2,027.3	535.1	26	%	26	%


Depreciation and amortization	100.6		112.9	(12.3)	(11)		(11)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	2,663.0		2,140.2	522.8	24		24
Gross contract costs	663.1		607.9	55.2	9		8
Segment operating expenses (excluding reimbursed expenses)	$	3,326.1	2,748.1	578.0	21	%	21	%

Equity earnings	$	58.6	20.4	38.2	187	%	188	%
Segment income	$	637.2	277.1	360.1	130	%	129	%
Adjusted EBITDA	$	696.6	357.2	339.4	95	%	94	%

% Change
Nine Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 7,132.9
7,401.3
(268.4 ) (4 )% (3 )%
Reimbursements (4,128.1 ) (4,184.8 ) 56.7
(1 ) (1 )
Revenue before reimbursements $ 3,004.8
3,216.5
(211.7 ) (7 )% (6 )%
Gross contract costs (607.9 ) (580.3 ) (27.6 ) 5
7
Net non-cash MSR and mortgage banking derivative activity (21.7 ) (17.4 ) (4.3 ) 25
25
Fee Revenue $ 2,375.2
2,618.8
(243.6 ) (9 )% (9 )%
Leasing 986.2
1,318.0
(331.8 ) (25 ) (25 )
Capital Markets 553.6
533.0
20.6
4
4
Property & Facility Management 425.6
348.9
76.7
22
23
Project & Development Services 273.2
283.7
(10.5 ) (4 ) (3 )
Advisory, Consulting and Other 136.6
135.2
1.4
1
2
Compensation, operating and administrative expenses excluding gross contract costs 2,027.3
2,189.8
(162.5 ) (7 ) (7 )
Depreciation and amortization 112.9
88.9
24.0
27
27
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 2,140.2
2,278.7
(138.5 ) (6 ) (6 )
Gross contract costs 607.9
580.3
27.6
5
7
Segment operating expenses (excluding reimbursed expenses) $ 2,748.1
2,859.0
(110.9 ) (4 )% (3 )%
Equity earnings $ 20.4
1.6
18.8
n.m.
n.m.
Segment income $ 277.1
359.1
(82.0 ) (23 )% (23 )%
Adjusted EBITDA $ 357.2
431.1
(73.9 ) (17 )% (17 )%

~~Similar to the second quarter, the pandemic negatively affected~~Year-to-date and quarter-to-date revenue and fee revenue expansion in the Americas was driven by transaction-based ~~service lines this quarter. Although~~revenues, with third-quarter fee revenue outpacing the same period in 2019. The growth in Leasing was driven by both higher transaction volumes and an increase in deal size in the U.S. ~~Leasing~~, with strong momentum in office, industrial and retail sectors in certain markets. Capital Markets more than doubled the prior-year quarter's fee revenue for the second consecutive quarter, ~~reflected~~reflecting increased deal activity across investment sales, debt advisory and equity advisory, as well as a ~~notable decrease~~35% increase in ~~office leasing activity, we again outperformed substantial market declines~~third-quarter servicing revenue from the multifamily business (25% year to date). Valuation Advisory and JLL Technologies Solutions led the increase in ~~gross absorption. Continued strong~~Advisory, Consulting and Other. Solid growth in industrial partially offset the reduced activity in office. For the first nine months of 2020, Leasing fee revenue reflected factors largely consistent with the third-quarter drivers and also included our strong first-quarter performance. Notably lower investment sales and debt placement activity led to a decline in Capital Markets revenue for the quarter. Year-to-date, Capital Markets included $211.5 million of incremental revenue contributions from HFF from the first six months of 2020 ($216.6 million of fee revenue). Property & Facility Management ~~achieved significant revenue~~was driven by new client wins and ~~fee revenue growth~~was particularly notable given the prior-year quarter grew 24% over 2019.

Equity earnings for the third quarter and first nine months of ~~2020 driven~~2021 were attributable to valuation increases of JLL Technologies' investments in early-stage proptech entities. In the prior year, substantially all of the $12.7 million first-quarter equity earnings were attributable to gains by ~~new property management and CS clients as well as expansions of existing CS client relationships.~~consolidated variable interest entities in which the company held no equity interest; therefore, these gains had no net impact to Adjusted EBITDA.

The ~~decrease~~increases in segment operating expenses and segment fee-based operating expenses for the third quarter ~~of 2020 compared with 2019 primarily reflected lower fixed~~ and ~~variable expenses associated with both cost mitigation actions taken in 2020. For the~~ first nine months of ~~2020, the decrease in expenses was less in magnitude~~2021, compared with the ~~third quarter alone primarily due~~prior-year periods, were driven by revenue-related expense growth and the expected reduction of certain non-permanent cost savings from prior year (including the benefit related to ~~the incremental expenses~~government relief programs recognized in ~~the first six months of 2020 associated with HFF operations (HFF was acquired July 1, 2019)~~2020).

Adjusted EBITDA margin for the quarter, calculated on a fee-revenue basis, was ~~20.9%~~22.4% in USD and in local currency, compared with ~~19.3%~~20.9% in ~~2019. An estimated $56 million~~2020. The margin expansion was primarily driven by transaction-based revenue growth, mostly offset by the above-noted expected reduction of ~~non-permanent~~certain prior-year cost savings, ~~including government relief programs, coupled with growth~~and incremental investments in ~~Property & Facility Management more than offset the decline attributable to transaction-based service lines.~~people and technology.

Table of Contents

EMEA - Real Estate Services


							% Change
	Three Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	830.0	743.8	86.2	12	%	8	%
Reimbursements	(185.5)		(149.1)	(36.4)	24		20
Revenue before reimbursements	$	644.5	594.7	49.8	8	%	5	%
Gross contract costs	(259.3)		(270.1)	10.8	(4)		(8)
Fee revenue	$	385.2	324.6	60.6	19	%	15	%
Leasing	76.3		56.6	19.7	35		32
Capital Markets	105.0		69.1	35.9	52		47
Property & Facility Management	77.5		76.9	0.6	1		(4)
Project & Development Services	65.8		68.1	(2.3)	(3)		(5)
Advisory, Consulting and Other	60.6		53.9	6.7	12		8
Compensation, operating and administrative expenses excluding gross contract costs	$	385.2	317.5	67.7	21	%	17	%


Depreciation and amortization	10.3		9.8	0.5	5		1
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	395.5		327.3	68.2	21		17
Gross contract costs	259.3		270.1	(10.8)	(4)		(8)
Segment operating expenses (excluding reimbursed expenses)	$	654.8	597.4	57.4	10	%	6	%

Equity earnings	$	—	0.8	(0.8)	(100)	%	(100)	%
Segment loss	$	(10.3)	(1.9)	(8.4)	(442)	%	(411)	%
Adjusted EBITDA	$	1.0	7.7	(6.7)	(87)	%	(88)	%

% Change
Three Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 743.8
862.6
(118.8 ) (14 )% (17 )%
Reimbursements (149.1 ) (174.1 ) 25.0
(14 ) (18 )
Revenue before reimbursements $ 594.7
688.5
(93.8 ) (14 )% (17 )%
Gross contract costs (270.1 ) (287.5 ) 17.4
(6 ) (10 )
Fee Revenue $ 324.6
401.0
(76.4 ) (19 )% (22 )%
Leasing 56.6
71.0
(14.4 ) (20 ) (24 )
Capital Markets 69.1
102.0
(32.9 ) (32 ) (35 )
Property & Facility Management 76.9
95.3
(18.4 ) (19 ) (23 )
Project & Development Services 68.1
72.4
(4.3 ) (6 ) (9 )
Advisory, Consulting and Other 53.9
60.3
(6.4 ) (11 ) (14 )
Compensation, operating and administrative expenses excluding gross contract costs 317.5
377.1
(59.6 ) (16 ) (19 )
Depreciation and amortization 9.8
10.1
(0.3 ) (3 ) (7 )
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 327.3
387.2
(59.9 ) (15 ) (18 )
Gross contract costs 270.1
287.5
(17.4 ) (6 ) (10 )
Segment operating expenses (excluding reimbursed expenses) $ 597.4
674.7
(77.3 ) (11 )% (15 )%
Equity earnings $ 0.8
—
0.8
n.m.
n.m.
Segment (loss) income $ (1.9 ) 13.8
(15.7 ) n.m.
n.m.
Adjusted EBITDA $ 7.7
24.6
(16.9 ) (69 )% (66 )%

Table of Contents

EMEA - Real Estate Services (continued)


							% Change
	Nine Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	2,356.0	2,125.9	230.1	11	%	3	%
Reimbursements	(516.4)		(500.7)	(15.7)	3		(4)
Revenue before reimbursements	$	1,839.6	1,625.2	214.4	13	%	6	%
Gross contract costs	(769.3)		(722.1)	(47.2)	7		(1)
Fee revenue	$	1,070.3	903.1	167.2	19	%	11	%
Leasing	196.9		149.1	47.8	32		24
Capital Markets	267.9		184.2	83.7	45		36
Property & Facility Management	238.4		221.0	17.4	8		—
Project & Development Services	189.2		193.0	(3.8)	(2)		(7)
Advisory, Consulting and Other	177.9		155.8	22.1	14		7
Compensation, operating and administrative expenses excluding gross contract costs	$	1,083.9	931.7	152.2	16	%	9	%


Depreciation and amortization	32.2		28.0	4.2	15		7
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	1,116.1		959.7	156.4	16		9
Gross contract costs	769.3		722.1	47.2	7		(1)
Segment operating expenses (excluding reimbursed expenses)	$	1,885.4	1,681.8	203.6	12	%	5	%

Equity earnings	$	—	0.8	(0.8)	(100)	%	(100)	%
Segment loss	$	(45.8)	(55.8)	10.0	18	%	20	%
Adjusted EBITDA	$	(12.6)	(26.6)	14.0	53	%	43	%

% Change
Nine Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 2,125.9
2,404.3
(278.4 ) (12 )% (11 )%
Reimbursements (500.7 ) (492.4 ) (8.3 ) 2
2
Revenue before reimbursements $ 1,625.2
1,911.9
(286.7 ) (15 )% (15 )%
Gross contract costs (722.1 ) (814.9 ) 92.8
(11 ) (11 )
Fee Revenue $ 903.1
1,097.0
(193.9 ) (18 )% (17 )%
Leasing 149.1
185.5
(36.4 ) (20 ) (19 )
Capital Markets 184.2
235.0
(50.8 ) (22 ) (21 )
Property & Facility Management 221.0
291.6
(70.6 ) (24 ) (24 )
Project & Development Services 193.0
205.3
(12.3 ) (6 ) (6 )
Advisory, Consulting and Other 155.8
179.6
(23.8 ) (13 ) (13 )
Compensation, operating and administrative expenses excluding gross contract costs 931.7
1,081.2
(149.5 ) (14 ) (13 )
Depreciation and amortization 28.0
32.7
(4.7 ) (14 ) (14 )
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 959.7
1,113.9
(154.2 ) (14 ) (13 )
Gross contract costs 722.1
814.9
(92.8 ) (11 ) (11 )
Segment operating expenses (excluding reimbursed expenses) $ 1,681.8
1,928.8
(247.0 ) (13 )% (13 )%
Equity earnings (losses) $ 0.8
(1.0 ) 1.8
n.m.
n.m.
Segment loss $ (55.8 ) (17.9 ) (37.9 ) n.m.
n.m.
Adjusted EBITDA $ (26.6 ) 16.0
(42.6 ) n.m.
n.m.

~~EMEA’s~~EMEA's revenue and fee revenue ~~continued to be impacted by the pandemic this quarter. Transaction-based revenues~~growth for the third quarter ~~were meaningfully lower, especially~~was led by transaction-based revenue, reflecting the continued recovery in ~~Germany,~~several geographies, particularly those with higher COVID-19 vaccination rates. Notably, Capital Markets and Leasing together exceeded same-quarter 2019 fee revenue performance for the UKsecond consecutive quarter. The continued growth in Capital Markets reflected higher deal volumes, particularly in industrial, residential and ~~France; however, our Leasing outperformed the drop in market gross absorption. The declines in Property & Facility Management fee revenue,~~office sectors, compared with the prior-year ~~periods,~~quarter. The increase in Leasing revenue was driven by transaction volume increases primarily in office and industrial as average deal size for office remains below pre-pandemic levels. In addition, Valuation Advisory again led the growth in Advisory, Consulting and Other. Geographically across service lines, EMEA fee revenue growth for the quarter was led by the UK and Germany. Year-to-date revenue and fee revenue growth for EMEA was also driven by transaction-based revenues and the service lines had drivers consistent with the quarterly commentary above. Geographically across service lines, EMEA year-to-date fee revenue growth was led by the UK, France, Switzerland and Spain.

The increases in segment operating expenses and segment fee-based operating expenses, compared with the prior-year quarter, were primarily due to ~~(i) approximately $11 million lower fee revenue this~~revenue-related expense growth and the expected reduction of certain non-permanent cost savings from prior year (including the benefit related to government relief programs recognized in 2020).

Adjusted EBITDA margin for the quarter, calculated on a fee-revenue basis, was 0.3% in ~~our UK mobile engineering business ($31 million year-to-date) and (ii)~~USD (0.2% in local currency), compared with 2.4% in the ~~absence of approximately $9 million~~prior-year quarter. The decline in margin was driven by the above-noted impact of prior-year ~~fee revenue relating to property management businesses in continental Europe that were sold in late 2019 ($27 million year-to-date).~~

The decreases in operating expenses, excluding reimbursed expenses, and fee-based operating expenses, excluding restructuring and acquisition charges, compared with the prior-year periods were primarily due to lower variable and revenue-related expensescost savings as well as incremental investments in people and technology, partially offset by the ~~benefit from government relief programs ($4 million~~increase in higher margin transaction-based revenue.

Table of Contents

Asia Pacific - Real Estate Services


							% Change
	Three Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	846.2	743.2	103.0	14	%	12	%
Reimbursements	(371.2)		(347.2)	(24.0)	7		5
Revenue before reimbursements	$	475.0	396.0	79.0	20	%	18	%
Gross contract costs	(212.9)		(182.5)	(30.4)	17		15
Fee revenue	$	262.1	213.5	48.6	23	%	20	%
Leasing	58.4		42.7	15.7	37		33
Capital Markets	40.3		18.2	22.1	121		119
Property & Facility Management	75.3		75.9	(0.6)	(1)		(2)
Project & Development Services	34.2		31.2	3.0	10		8
Advisory, Consulting and Other	53.9		45.5	8.4	18		16
Compensation, operating and administrative expenses excluding gross contract costs	$	235.1	171.7	63.4	37	%	35	%
Depreciation and amortization	7.5		6.9	0.6	9		8
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	242.6		178.6	64.0	36		34
Gross contract costs	212.9		182.5	30.4	17		15
Segment operating expenses (excluding reimbursed expenses)	$	455.5	361.1	94.4	26	%	24	%

Equity earnings	$	1.4	0.9	0.5	56	%	40	%
Segment income	$	20.9	35.8	(14.9)	(42)	%	(44)	%
Adjusted EBITDA	$	28.3	42.7	(14.4)	(34)	%	(36)	%

Table of Contents

Asia Pacific - Real Estate Services (continued)


							% Change
	Nine Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	2,499.9	2,170.6	329.3	15	%	9	%
Reimbursements	(1,133.4)		(959.1)	(174.3)	18		11
Revenue before reimbursements	$	1,366.5	1,211.5	155.0	13	%	7	%
Gross contract costs	(619.6)		(621.5)	1.9	—		(4)
Fee revenue	$	746.9	590.0	156.9	27	%	20	%
Leasing	134.8		96.6	38.2	40		33
Capital Markets	119.5		58.5	61.0	104		92
Property & Facility Management	236.2		223.6	12.6	6		—
Project & Development Services	98.2		88.7	9.5	11		5
Advisory, Consulting and Other	158.2		122.6	35.6	29		21
Compensation, operating and administrative expenses excluding gross contract costs	$	652.7	512.8	139.9	27	%	21	%


Depreciation and amortization	22.4		20.5	1.9	9		5
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	675.1		533.3	141.8	27		20
Gross contract costs	619.6		621.5	(1.9)	—		(4)
Segment operating expenses (excluding reimbursed expenses)	$	1,294.7	1,154.8	139.9	12	%	7	%

Equity earnings	$	3.4	0.7	2.7	386	%	334	%
Segment income	$	75.2	57.4	17.8	31	%	20	%
Adjusted EBITDA	$	97.5	78.2	19.3	25	%	15	%

Asia Pacific's double-digit fee revenue increase for the third quarter and ~~$18 million year-to-date). In addition,~~first nine months of 2021 reflected the ~~impact~~ongoing rebound in transaction-based revenue. A continued increase in large-deal transactions across nearly all asset classes, most notably in Australia (for the quarter and year to date), Japan (for the quarter) and Singapore (for the first nine months), drove revenue expansion in Capital Markets. Growth in Leasing for the quarter and first nine months was led by Greater China and Australia, extending the momentum in office and industrial. Significant business growth continued in Valuation Advisory, predominantly in Australia, which led to the fee revenue increase in Advisory, Consulting and Other for both the third quarter and year to date.

Higher segment operating expenses for the third quarter and first nine months of 2021 and fee-based operating expenses for the third quarter and first nine months of 2021, compared with respective prior-year periods, were primarily attributable to revenue-related expense increases and the expected reduction of certain non-permanent cost ~~mitigation actions taken~~savings from prior year (including the benefit related to government relief programs recognized in ~~2020 was more prominent this quarter.~~2020).

Adjusted EBITDA margin for the third quarter, calculated on a fee-revenue basis, was ~~2.4%~~10.8% in USD ~~(2.7%~~(10.7% in local currency), compared with ~~6.1%~~20.0% last year. The margin decline was attributable to the above-noted impact of prior-year cost savings as well as incremental investments in ~~the prior-year quarter. The decline in profitability resulted primarily from transaction-based revenue declines,~~people and technology, partially offset by ~~an estimated $23 million of non-permanent cost savings, including government relief programs.~~

~~Table of Contents~~

~~Asia Pacific - Real Estate Services~~

% Change
Three Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 743.2
833.8
(90.6 ) (11 )% (12 )%
Reimbursements (347.2 ) (343.6 ) (3.6 ) 1
(1 )
Revenue before reimbursements $ 396.0
490.2
(94.2 ) (19 )% (20 )%
Gross contract costs (182.5 ) (225.3 ) 42.8
(19 ) (19 )
Fee Revenue $ 213.5
264.9
(51.4 ) (19 )% (20 )%
Leasing 42.7
56.4
(13.7 ) (24 ) (25 )
Capital Markets 18.2
47.8
(29.6 ) (62 ) (63 )
Property & Facility Management 75.9
76.1
(0.2 ) —
(2 )
Project & Development Services 31.2
40.4
(9.2 ) (23 ) (23 )
Advisory, Consulting and Other 45.5
44.2
1.3
3
1
Compensation, operating and administrative expenses excluding gross contract costs 171.7
227.6
(55.9 ) (25 ) (26 )
Depreciation and amortization 6.9
6.5
0.4
6
5
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 178.6
234.1
(55.5 ) (24 ) (25 )
Gross contract costs 182.5
225.3
(42.8 ) (19 ) (19 )
Segment operating expenses (excluding reimbursed expenses) $ 361.1
459.4
(98.3 ) (21 )% (22 )%
Equity earnings $ 0.9
0.7
0.2
29 % 36 %
Segment income $ 35.8
31.5
4.3
14 % 14 %
Adjusted EBITDA $ 42.7
37.7
5.0
13 % 13 %

~~Table of Contents~~

~~Asia Pacific - Real Estate Services (continued)~~

% Change
Nine Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 2,170.6
2,437.7
(267.1 ) (11 )% (9 )%
Reimbursements (959.1 ) (1,044.3 ) 85.2
(8 ) (6 )
Revenue before reimbursements $ 1,211.5
1,393.4
(181.9 ) (13 )% (11 )%
Gross contract costs (621.5 ) (667.4 ) 45.9
(7 ) (5 )
Fee Revenue $ 590.0
726.0
(136.0 ) (19 )% (17 )%
Leasing 96.6
152.0
(55.4 ) (36 ) (36 )
Capital Markets 58.5
116.7
(58.2 ) (50 ) (49 )
Property & Facility Management 223.6
224.1
(0.5 ) —
1
Project & Development Services 88.7
110.5
(21.8 ) (20 ) (18 )
Advisory, Consulting and Other 122.6
122.7
(0.1 ) —
2
Compensation, operating and administrative expenses excluding gross contract costs 512.8
648.6
(135.8 ) (21 ) (19 )
Depreciation and amortization 20.5
19.3
1.2
6
8
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 533.3
667.9
(134.6 ) (20 ) (19 )
Gross contract costs 621.5
667.4
(45.9 ) (7 ) (5 )
Segment operating expenses (excluding reimbursed expenses) $ 1,154.8
1,335.3
(180.5 ) (14 )% (12 )%
Equity earnings $ 0.7
1.4
(0.7 ) (50 )% (47 )%
Segment income $ 57.4
59.5
(2.1 ) (4 )% (5 )%
Adjusted EBITDA $ 78.2
78.6
(0.4 ) (1 )% (1 )%

~~Consistent with~~ the ~~second quarter, Asia Pacific's transaction-based revenue was meaningfully impacted by the pandemic this quarter. Capital Markets third-quarter revenue reflected a shift~~increase in deal activity away from large transactions. For the quarter, the declines were most notable in Japan and Greater China; year-to-date, Singapore also experienced a notable decline. Leasing fee revenue improved from the second quarter as office leasing activity increased. Property & Facility Management revenue and fee revenue demonstrated continued resiliency as property management and CS teams partnered with clients to execute on enhanced facilities management and reentry plans.

Segment operating expenses, excluding reimbursed expenses, and fee-based operating expenses, excluding restructuring and acquisition charges, for the third quarter and first nine months of 2020 were lower compared with the prior-year periods due to reduced fixed and variable costs as well as the impact of grants and subsidies from certain government relief programs established in response to the pandemic (approximately $15 million for the third quarter and $35 million year-to-date).

Adjusted EBITDA margin for the quarter, calculated on a fee-revenue basis, was 20.0% in USD (20.2% in local currency), compared with 14.2% last year. Asia Pacific's margin expansion was driven by an estimated $35 million of non-permanent cost savings, including government relief programs, which more than offset the decline attributable tohigher-margin transaction-based revenue.

Table of Contents

LaSalle


							% Change
	Three Months Ended September 30,			Change in			in Local
($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	129.8	110.3	19.5	18	%	17	%
Reimbursements	(1.7)		(0.8)	(0.9)	113		113
Revenue before reimbursements	$	128.1	109.5	18.6	17	%	16	%
Gross contract costs	(4.7)		(3.7)	(1.0)	27		27
Fee Revenue	$	123.4	105.8	17.6	17	%	16	%
Advisory fees	92.8		81.0	11.8	15		13
Transaction fees & other	8.3		16.8	(8.5)	(51)		(51)
Incentive fees	22.3		8.0	14.3	179		184
Compensation, operating and administrative expenses excluding gross contract costs	$	100.3	83.0	17.3	21	%	20	%


Depreciation and amortization	1.8		1.8	—	—		(3)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	102.1		84.8	17.3	20		19
Gross contract costs	4.7		3.7	1.0	27		27
Segment operating expenses (excluding reimbursed expenses)	$	106.8	88.5	18.3	21	%	19	%

Equity earnings	$	8.4	8.5	(0.1)	(1)	%	(2)	%
Segment income	$	29.7	29.5	0.2	1	%	1	%
Adjusted EBITDA	$	31.0	31.3	(0.3)	(1)	%	—	%

~~LaSalle~~

% Change
Three Months Ended September 30, Change in in Local
($ in millions) 2020 2019 U.S. dollars Currency
Revenue $ 110.3
111.6
(1.3 ) (1 )% (3 )%
Reimbursements (0.8 ) (1.8 ) 1.0
(56 ) (57 )
Revenue before reimbursements $ 109.5
109.8
(0.3 ) — % (2 )%
Gross contract costs (3.7 ) (4.1 ) 0.4
(10 ) (9 )
Fee Revenue $ 105.8
105.7
0.1
— % (2 )%
Advisory fees 81.0
76.6
4.4
6
4
Transaction fees & other 16.8
11.7
5.1
44
41
Incentive fees 8.0
17.4
(9.4 ) (54 ) (55 )
Compensation, operating and administrative expenses excluding gross contract costs 83.0
83.4
(0.4 ) —
(2 )
Depreciation and amortization 1.8
1.7
0.1
6
7
Segment fee-based operating expenses (excluding restructuring and acquisition charges) 84.8
85.1
(0.3 ) —
(2 )
Gross contract costs 3.7
4.1
(0.4 ) (10 ) (9 )
Segment operating expenses (excluding reimbursed expenses) $ 88.5
89.2
(0.7 ) (1 )% (2 )%
Equity earnings $ 8.5
14.9
(6.4 ) (43 )% (43 )%
Segment income $ 29.5
35.5
(6.0 ) (17 )% (19 )%
Adjusted EBITDA $ 31.3
36.5
(5.2 ) (14 )% (17 )%

Table of Contents

LaSalle (continued)


										% Change									% Change
	Nine Months Ended September 30,					Change in				in Local			Nine Months Ended September 30,			Change in			in Local
($ in millions)	2020			2019		U.S. dollars				Currency		($ in millions)	2021		2020	U.S. dollars			Currency
Revenue	$	315.1		339.4		(24.3	)	(7	)%	(7	)%	Revenue	$	336.8	315.1	21.7	7	%	4	%
Reimbursements	(3.7		)	(5.6	)	1.9		(34	)	(33	)	Reimbursements	(5.6)		(3.7)	(1.9)	51		44
Revenue before reimbursements	$	311.4		333.8		(22.4	)	(7	)%	(7	)%	Revenue before reimbursements	$	331.2	311.4	19.8	6	%	4	%
Gross contract costs	(12.0		)	(11.1	)	(0.9	)	8		8		Gross contract costs	(14.0)		(12.0)	(2.0)	17		17
Fee Revenue	$	299.4		322.7		(23.3	)	(7	)%	(7	)%
Fee revenue												Fee revenue	$	317.2	299.4	17.8	6	%	3	%
Advisory fees	239.5			227.2		12.3		5		5		Advisory fees	257.0		239.5	17.5	7		4
Transaction fees & other	32.0			36.9		(4.9	)	(13	)	(14	)	Transaction fees & other	22.7		32.0	(9.3)	(29)		(30)
Incentive fees	27.9			58.6		(30.7	)	(52	)	(53	)	Incentive fees	37.5		27.9	9.6	34		36
Compensation, operating and administrative expenses excluding gross contract costs	244.7			255.3		(10.6	)	(4	)	(4	)	Compensation, operating and administrative expenses excluding gross contract costs	$	267.9	244.7	23.2	9	%	7	%

Depreciation and amortization	5.4			4.7		0.7		15		15		Depreciation and amortization	5.1		5.4	(0.3)	(6)		(9)
Segment fee-based operating expenses (excluding restructuring and acquisition charges)	250.1			260.0		(9.9	)	(4	)	(4	)	Segment fee-based operating expenses (excluding restructuring and acquisition charges)	273.0		250.1	22.9	9		6
Gross contract costs	12.0			11.1		0.9		8		8		Gross contract costs	14.0		12.0	2.0	17		17
Segment operating expenses (excluding reimbursed expenses)	$	262.1		271.1		(9.0	)	(3	)%	(3	)%	Segment operating expenses (excluding reimbursed expenses)	$	287.0	262.1	24.9	10	%	7	%
Equity (losses) earnings	$	(20.5	)	30.3		(50.8	)	n.m.		n.m.

Equity earnings (losses)												Equity earnings (losses)	$	44.7	(20.5)	65.2	318	%	316	%
Segment income	$	28.8		93.0		(64.2	)	(69	)%	(70	)%	Segment income	$	88.9	28.8	60.1	209	%	206	%
Adjusted EBITDA	$	33.7		96.4		(62.7	)	(65	)%	(66	)%	Adjusted EBITDA	$	93.0	33.7	59.3	176	%	174	%

LaSalle ~~achieved solid~~ advisory fee growth for the third quarter and first nine months of ~~2020, driven~~2021 was led by ~~strong private equity~~core open-end funds, a result of recent capital raising ~~over the trailing twelve months. An outsized 2019 performance drove the expected decline~~and valuation increases in ~~incentive fees during the first nine months of 2020.~~

~~Equity earnings~~assets under management ("AUM"), as well as a recently launched fund in Asia Pacific. Fees related to a secondary offering for a LaSalle-managed publicly traded REIT in Japan in the third quarter of 2020, ~~were substantially attributable~~which did not recur this year, primarily drove the decline in transaction fees. The increase in incentive fees was due to ~~an increased share price~~real estate dispositions on behalf of ~~a co-investment~~clients in ~~a LaSalle-managed publicly traded REIT~~Asia Pacific and continental Europe.

Equity earnings in ~~Japan. Equity losses for~~ the first nine months of ~~2020~~2021 were driven by ~~decreases~~increases to the estimated fair value of underlying real estate investments within LaSalle's co-investment portfolio ~~a direct result~~across asset classes and geographies. For the first nine months of 2020, equity losses were largely driven by the pandemic's ~~expected~~ impact on real estate ~~prices. This decrease was partially offset~~prices which drove lower estimated fair values within the portfolio.

The increases in segment operating expenses and segment fee-based operating expenses for the current quarter, compared with the prior-year quarter, were primarily driven by compensation expense related to the ~~net year-to-date increase in~~higher incentive fees and deferred variable compensation expenses associated with the ~~share price~~run-off of ~~the aforementioned co-investment in Japan.~~a previous compensation program.

Adjusted EBITDA margin for the third quarter was ~~29.5%~~25.1% in USD ~~(29.3%~~(25.4% local currency), compared with ~~34.5%~~29.5% last year. The decline in margin ~~decline~~ was primarily attributable to ~~lower Equity earnings (approximately a 600 basis point~~incremental investments in people and technology as well as the deferred compensation impact ~~on margin),~~noted above, partially offset by ~~improved profitability of LaSalle's annuity revenues (Advisory fees plus Transaction fees).~~higher incentive fees.

AUM ~~was $65.7~~reached a record $74.7 billion as of September 30, ~~2020,~~2021, an increase of 1%2% in both USD and local currency from ~~$65.0~~$73.4 billion as of June 30, ~~2020.~~2021. The AUM increase resulted from (i) ~~$1.4~~$1.7 billion of net valuation increases, (ii) $1.5 billion of acquisitions and ~~(ii) $0.5~~(iii) $0.2 billion of foreign currency increases, partially offset by ~~(iii) $1.0~~(iv) $2.1 billion of dispositions and ~~withdrawals and (iv) $0.2 billion of net valuation decreases.~~

withdrawals.

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

We finance our operations, co-investment activity, share repurchases, ~~and dividend payments,~~ capital expenditures and business acquisitions with internally generated funds, borrowings on our Facility, and through issuance of Long-term debt.

Cash Flows from Operating Activities

Operating activities provided ~~$363.1~~$210.3 million of cash in the first nine months of ~~2020,~~2021, compared with ~~$251.5~~$363.1 million of cash ~~used~~provided by operating activities during the same period in ~~2019.~~2020. The ~~substantial change~~decrease in cash ~~flows from operating activities is driven by strong cash collection on~~provided was primarily due to a significant increase in trade receivables, ~~in the last six months and our participation in government relief programs~~reflecting higher year-over-year third-quarter revenue this year, ~~(including deferral~~as well as the timing of payments related to ~~governments for payroll tax~~taxes and other ~~social charges). These items were~~government obligations. This was partially offset by ~~lower year-to-date net income in 2020 as well as increased annual~~(i) less incentive compensation paid in ~~the first quarter of~~2021 compared with 2020, reflecting our performance in 2020 compared with ~~2019.~~2019, and (ii) higher cash provided by earnings in 2021, driven by a substantial increase in net income.

Cash Flows from Investing Activities

We used ~~$124.2~~$316.0 million of cash for investing activities during the first nine months of ~~2020,~~2021, as compared to ~~$994.1~~$124.2 million used during the same period in ~~2019.~~2020. The ~~decrease~~increase in cash used was driven by (i) incremental JLL Technologies investments in early-stage proptech companies, (ii) an ~~absence of business~~increase in net capital contributions to real estate ventures, (iii) acquisitions ~~(HFF, Inc. was acquired~~ in ~~July 2019) and a decrease in acquisitions of~~ investment properties (less than wholly-owned) ~~this year.~~, and (iv) business acquisitions. We discuss these key drivers individually below in further detail.

Cash Flows from Financing Activities

Financing activities ~~used $243.8~~provided $39.3 million of cash during the first nine months of ~~2020,~~2021, as compared to ~~$1,194.6~~$243.8 million ~~provided~~used by financing activities during the same period in ~~2019.~~2020. The net ~~decrease~~increase of ~~$1,438.4~~$283.1 million in cash ~~flows~~inflows from financing activities is substantially driven by ~~greater net repayments on our Facility, the result of strong operating cash inflows during the second and third quarter of 2020. In 2019, financing activities was substantially driven by the~~an increase in ~~the outstanding~~ borrowings on our ~~Facility to fund the~~Facility. This increase resulted from lower cash ~~consideration~~inflows for ~~acquisitions.~~operating activities and higher cash outflows from investing activities as discussed above, as well as incremental share repurchases and higher payments of deferred acquisition-related obligations.

Debt

Our $2.75 billion Facility matures on ~~May 17, 2023.~~April 14, 2026. As of September 30, ~~2020,~~2021, we had outstanding borrowings under the Facility of ~~$400.0~~$225.0 million and outstanding letters of credit of $0.7 million. As of December 31, ~~2019,~~2020, we had ~~$525.0 million of~~no outstanding borrowings under the Facility and outstanding letters of credit of ~~$0.8~~$0.7 million. The average outstanding borrowings under the Facility were ~~$758.9~~$497.1 million and ~~$1,408.5~~$758.9 million during the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$1,014.3~~$432.5 million and ~~$763.9~~$1,014.3 million during the nine months ended September 30, ~~2020~~2021 and ~~2019.~~2020.

In addition to our Facility, we had the capacity to borrow up to ~~$85.9~~$57.0 million under local overdraft facilities as of September 30, ~~2020.~~2021. We had Short-term borrowings (including financing lease obligations, overdrawn bank accounts and local overdraft facilities) of ~~$106.4~~$117.6 million and ~~$120.1~~$62.0 million as of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively, of which ~~$12.2~~$13.0 million and ~~$44.8~~$12.0 million, respectively, were attributable to local overdraft facilities.

We will continue to use the Facility for working capital needs (including payment of accrued incentive compensation), co-investment activities, ~~dividend payments,~~ share repurchases, capital expenditures and ~~business~~ acquisitions. See Note 9, Debt, in the Notes to Condensed Consolidated Financial Statements for additional information on our Facility, Long-term debt and Short-term borrowings.

Investment Activity

As of September 30, ~~2020,~~2021, we had a carrying value of ~~$389.6~~$646.6 million in investments, primarily related to LaSalle co-investments in real estate ~~ventures.~~ventures and investments by JLL Technologies in early-stage proptech companies. For the nine months ended September 30, ~~2020~~,2021, and ~~2019,~~2020, funding of investments exceeded return of capital by ~~$32.7~~$93.2 million and ~~$41.2~~$32.7 million, respectively. We expect ~~to continue to pursue~~continued investments by JLL Technologies as well as strategic co-investment opportunities with our investment management clients globally as co-investment remains an important foundation to the continued growth of LaSalle's business. ~~In addition, we expect continued investments by JLL Spark venture funds.~~

See Note 6, Investments in Real Estate Ventures, in the Notes to Condensed Consolidated Financial Statements for additional information on our investment activity. In addition, JLL Technologies funded a $45.0 million convertible note to Turntide Technologies in the second quarter of 2021. This activity is included within "Other" in the cash flows from investing activities and primarily included in Long-term receivables on the Condensed Consolidated Balance Sheet.

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Share Repurchase and Dividend Programs

On ~~October 31, 2019,~~February 21, 2021, our Board of Directors ~~approved a new share repurchase program (the "Program") authorizing~~authorized an additional $500.0 million for the repurchase ~~of up to $200 million~~ of our common stock in the open market and privately negotiated ~~transactions.~~ ~~During~~transactions in addition to the ~~three months ended September 30, 2020 we~~$100.0 million remaining from the initial authorization. The number of shares repurchased ~~approximately 258,000 shares~~and cash paid for ~~$25.0 million; during~~repurchases is noted in the ~~nine months ended September 30, 2020 we repurchased nearly 446,000 shares for $50.0 million.~~ following table.


	Three Months Ended September 30,			Nine Months Ended September 30,
($'s in millions)	2021		2020	2021		2020
Total number of shares repurchased (in 000's)	658.9		258.0	858.9		446.0
Total paid for shares repurchased	$	149.9	25.0	$	191.0	50.0

As of September 30, ~~2020, $150.0~~2021, $409.0 million remained authorized for repurchases under ~~the Program.~~ ~~There were no shares repurchased in 2019~~.our share repurchase program.

Capital Expenditures

Net capital additions for the nine months ended September 30, 2021 and 2020, ~~and 2019,~~ were ~~$112.5~~$111.6 million and ~~$131.1~~$112.5 million, respectively. Our capital expenditures in ~~2020~~2021 were primarily for ~~software, computer-related hardware, and improvements to~~ leased office ~~spaces.~~space improvements, purchased/developed software and hardware.

~~In addition, net~~Investment Asset Activity of Consolidated Less Than Wholly-Owned Entities

Net capital additions made by consolidated VIEs in which we held no equity interest for the nine months ended September 30, 2021 and 2020, ~~and 2019,~~ were ~~$10.2~~$53.8 million and ~~$67.6~~$10.2 million, respectively, primarily to acquire real estate (net of real estate sales). The funding for these investments (largely from employee-investors and related third-party debt) is included within financing activities.

Business Acquisitions

During the nine months ended September 30, ~~2020,~~2021, we ~~completed no new~~paid $104.7 million for business acquisitions. This included $22.2 million of payments relating to acquisitions in 2021 and ~~paid $58.5~~$82.5 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years, which are primarily reflected in cash flows from financing activities. During the nine months ended September 30, 2019, we paid $789.2 million for business acquisitions, predominantly relating to the acquisition of HFF in the third quarter of 2019, and $59.9 million for deferred business acquisition and earn-out obligations related to acquisitions completed in prior years.

Terms for many of our past acquisitions have typically included cash paid at closing with provisions for additional deferred consideration and earn-out payments subject to certain contract requirements, including the passage of time and performance, respectively. Deferred business acquisition obligations totaled ~~$37.2~~$22.1 million as of September 30, ~~2020.~~2021. These obligations represent the current discounted values of payments due to sellers of businesses for which our acquisition had been completed as of the balance sheet date and for which the only remaining condition on those payments is the passage of time. As of September 30, ~~2020,~~2021, we had the potential to make earn-out payments for a maximum of ~~$221.3~~$119.1 million on 4221 completed acquisitions subject to the achievement of certain performance conditions. Refer to Note 5, Business Combinations, Goodwill and Other Intangible Assets, in the Notes to the Condensed Consolidated Financial Statements for further information on Business Acquisitions.

We will continue to consider acquisitions that we believe will strengthen our market position, increase our profitability, and supplement our organic growth.

Repatriation of Foreign Earnings

Based on our historical experience and future business plans, we do not expect to repatriate our foreign-sourced earnings to the United States. We believe our policy of permanently investing earnings of foreign subsidiaries does not significantly impact our liquidity. As of September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we had total cash and cash equivalents of ~~$440.0~~$535.9 million and ~~$451.9~~$574.3 million, respectively, of which approximately ~~$351.7~~$422.3 million and ~~$385.4~~$445.2 million, respectively, was held by foreign subsidiaries.

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Restricted Net Assets

We face regulatory restrictions in certain countries that limit or prevent the transfer of funds to other countries or the exchange of the local currency to other currencies. However, we generally face no such restrictions with regard to the use or application of funds for ordinary course business activities within such countries. The assets of these countries aggregated to approximately 4% ~~and 5%~~ of our total assets as of both September 30, ~~2020~~2021 and December 31, ~~2019, respectively.~~2020.

Off-Balance Sheet Arrangements

We have unfunded capital commitments to investment vehicles and direct investments for future co-investments, totaling a maximum of ~~$338.8~~$315.9 million as of September 30, ~~2020.~~2021. See our discussion of unfunded commitments in Note 6, Investments in Real Estate Ventures, in the Notes to Condensed Consolidated Financial Statements.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report, including this Management's Discussion and Analysis of Financial Condition and Results of Operations, contains “forward-looking statements” within the meaning of the federal securities laws. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may also be included in our other public filings, press releases, our website, and oral and written presentations by management.

Statements in the future tense, and all statements accompanied by terms such as “believe,” “project,” “expect,” “estimate,” “assume,” “intend,” “anticipate,” “target,” “plan” and variations thereof and similar terms, are intended to be forward-looking statements. Such statements do not relate strictly to historical or current facts as they relate to our intent, belief and current expectations about our strategic direction, prospects and future results, and give our current expectations or forecasts of future ~~events, including,~~events. This includes, but is not limited to, our expectations regarding the potential impact of the COVID-19 ~~outbreak~~pandemic and the efficacy of vaccines and therapeutics on reducing the spread of the virus, as well as any further impacts to us, the economy as a whole, and/or related government and regulatory restrictions issued to combat the global ~~pandemic; they do not relate strictly to historical or current facts.~~pandemic, including any adverse changes in such restrictions that may impact us. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made.

Forward-looking statements are subject to certain risks ~~uncertainties, assumptions,~~ and ~~other factors~~uncertainties that could cause actual results to differ materially from our historical experience and our present expectations or anticipated results. ~~Some of these~~These risks ~~uncertainties, assumptions,~~ and ~~other factors~~uncertainties are described in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 in Part I, Item 1A. Risk Factors and in our Quarterly Report on Form 10-Qfor the ~~quarters~~quarter ended ~~March 31, 2020 and~~ June 30, ~~2020,~~2021, and may also be described from time to time in our subsequent filings with the Securities and Exchange Commission. You should consider the limitations on, and risks associated with, forward-looking statements and not unduly rely on the accuracy of predictions contained in such forward-looking statements. We do not undertake any obligation to update ~~any~~ forward-looking statements to reflect events, circumstances, ~~developments,~~ changes in expectations or the occurrence of unanticipated events after the date of those statements.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

MARKET AND OTHER RISK FACTORS

Interest Rates

We assess interest rate sensitivity to estimate the potential effect of rising short-term interest rates on our variable-rate debt. If short-term interest rates were 50 basis points higher during ~~2020~~2021 on our variable-rate debt, our results would reflect an increase of ~~$3.8~~$1.6 million to Interest expense, net of interest income, for the nine months ended September 30, ~~2020.~~2021.

Foreign Exchange

The following outlines the significant functional currencies of our revenue, highlighting where exposure to movements in foreign exchange impact our operations in international markets.


	Nine Months Ended September 30,
		2021		2020
British Pound		9	%	8	%
Euro		7		8
Australian dollar		6		5
Other(1)		20		21
Revenue exposed to foreign exchange rates		42	%	42	%
United States dollar		58		58
Total Revenue		100	%	100	%

Nine Months Ended September 30,
2020 2019
British Pound 8 % 9 %
Euro 8
8
Other 26
27
Revenue exposed to foreign exchange rates 42 % 44 %
United States Dollar 58
56
Total Revenue 100 % 100 %
(1) No other functional currency exceeds 5% of total revenues.

To show the impact foreign currencies have on our results of operations, we present the change in local currency for revenue and operating expenses on a consolidated basis and by operating segment in Management's Discussion and Analysis of Financial Condition and Results of Operations included herein. For additional detail of the impact of foreign exchange rates on our results of operations, see Management's Discussion and Analysis of Financial Condition and Results of Operations included herein.

We enter into forward foreign currency exchange contracts to manage currency risks associated with intercompany lending and cash management practices. See Note 8, Fair Value Measurements, in the Notes to the Condensed Consolidated Financial Statements for further discussion of our forward contracts.

Item 4. Controls and Procedures

The Company has established disclosure controls and procedures to ensure material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company's financial reports and to the other members of senior management and the Board of Directors.

Under the supervision and with the participation of the Company's management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures were effective as of the end of the period covered by this report. There were no changes in the Company's internal control over financial reporting during the quarter ended September 30, ~~2020,~~2021, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings

We are a defendant or plaintiff in various litigation matters arising in the ordinary course of business, some of which involve claims for damages that are substantial in amount. Many of these litigation matters are covered by insurance (including insurance provided through a captive insurance company), although they may nevertheless be subject to large deductibles and the amounts being claimed may exceed the available insurance. Although we cannot determine the ultimate liability for these matters based upon information currently available, we believe the ultimate resolution of such claims and litigation will not have a material adverse effect on our financial position, results of operations or liquidity.

Item 1A. Risk Factors

There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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

The following table provides information about our purchases of equity securities that are registered by us pursuant to Section 12 of the Exchange Act during the quarter ended September 30, ~~2020:~~2021:


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)
July 1, 2021 - July 31, 2021	284,100		$	208.32	284,100		$	499.7
August 1, 2021 - August 31, 2021	313,000		$	242.02	313,000		$	424.0
September 1, 2021 - September 30, 2021	61,800		$	242.57	61,800		$	409.0
Total	658,900				658,900

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)
July 1, 2020 - July 31, 2020 —
$ —
—
$ 175.0
August 1, 2020 - August 31, 2020 —
$ —
—
$ 175.0
September 1, 2020 - September 30, 2020 258,131
$ 96.82
258,131
$ 150.0
Total 258,131
258,131

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Item 6. Exhibits


Exhibit Number		Description


~~Exhibit Number~~		~~Description~~
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)

*Filed herewith

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Signature

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the ~~2nd~~3rd day of November, ~~2020.~~2021.



JONES LANG LASALLE INCORPORATED

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

5250



	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
Net income	—		—		—		128.9		—		—		0.4		129.3
Shares issued under stock-based compensation programs	49,292		—		0.9		—		—		—		—		0.9
Acquisition of HFF	5,733,603		—		841.2		—		—		—		—		841.2
Shares repurchased for payment of taxes on stock-based compensation	(11,464	)	—		(2.1	)	—		—		—		—		(2.1		)
Amortization of stock-based compensation	—		—		27.7		—		—		—		—		27.7
Shares held in trust	—		—		—		—		0.2		—		—		0.2
Change in pension liabilities, net of tax	—		—		—		—		—		0.1		—		0.1
Foreign currency translation adjustments	—		—		—		—		—		(34.6	)	—		(34.6		)
Increase in amounts attributable to noncontrolling interest	—		—		—		—		—		—		20.1		20.1
September 30, 2019	51,534,119		$	0.5	1,937.3		3,336.7		(5.7	)	(484.5	)	73.8		$	4,858.1



	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



	Three Months Ended September 30,			Nine months ended September 30,
(in millions)	2020		2019	2020		2019
Revenue excluded from scope of ASC Topic 606	$	72.0	74.3	$	174.7	137.6



(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	0.8		0		15.0	(0.8	)	$	26.5
Mortgage banking derivative assets and liabilities, net	6.3		(28.8	)	0		77.8	(28.3	)	27.0
Earn-out liabilities	192.0		20.7		(2.6	)	1.5	(37.8	)	173.8